HomeMy WebLinkAboutRes 2026-05-1915 Approving a Preliminary Limited Offering Memorandum for Sherley Tract PID 2 Areas 2-4
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NEW ISSUE NOT RATED
PRELIMINARY LIMITED OFFERING MEMORANDUM DATED [PLOM DATE], 2026
PROSPECTIVE PURCHASERS ARE ADVISED THAT THE BONDS BEING OFFERED PURSUANT TO THIS LIMITED OFFERING MEMORANDUM ARE BEING INITIALLY OFFERED
ONLY TO “QUALIFIED INSTITUTIONAL BUYERS” AS DEFINED IN RULE 144A PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), AND “ACCREDITED INVESTORS” AS DEFINED IN RULE 501 OF REGULATION D PROMULGATED UNDER THE SECURITIES ACT. SEE “LIMITATIONS APPLICABLE TO
INITIAL PURCHASERS” HEREIN. THE BONDS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT IN RELIANCE UPON THE EXEMPTION PROVIDED BY SECTION
3(A)(2) THEREIN. NO ACTION HAS BEEN TAKEN TO QUALIFY THE BONDS FOR SALE UNDER THE SECURITIES LAWS OF ANY STATE. SEE “LIMITATIONS APPLICABLE TO
INITIAL PURCHASERS” HEREIN.
In the opinion of McCall, Parkhurst & Horton L.L.P., Bond Counsel to the City, interest on the Bonds will be excludable from gross income for purposes of
federal income taxation under statutes, regulations, published rulings and court decisions existing on the date thereof, subject to the matters described under “TAX
MATTERS” herein, including the alternative minimum tax on certain corporations.
$9,877,000*
CITY OF ANNA, TEXAS,
(a municipal corporation of the State of Texas located in Collin County)
SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2026
(SHERLEY TRACT PUBLIC IMPROVEMENT DISTRICT NO. 2 IMPROVEMENT AREAS #2-4 PROJECTS)
Dated Date: Closing Date Due: September 15, as shown on the inside cover
Interest to Accrue from Closing Date
The City of Anna, Texas, Special Assessment Revenue Bonds, Series 2026 (Sherley Tract Public Improvement District No. 2 Improvement Areas
#2-4 Projects) (the “Bonds”), are being issued by the City of Anna, Texas (the “City”). The Bonds will be issued in fully registered form, without coupons,
in authorized denominations of $25,000 of principal amount and any integral multiple of $1,000 in excess thereof. The Bonds will bear interest at the rates
set forth on the inside cover page hereof, and such interest will be calculated on the basis of a 360-day year of twelve 30-day months, and will be payable
on each March 15 and September 15, commencing March 15, 2027, until maturity or earlier redemption. The Bonds will be registered in the name of Cede
& Co., as nominee of The Depository Trust Company (“DTC”), New York, New York. No physical delivery of the Bonds will be made to the beneficial
owners thereof. For so long as the book-entry only system is maintained, the principal of and interest on the Bonds will be paid from the sources described
herein by Regions Bank, as trustee (the “Trustee”), to DTC as the registered owner thereof. See “BOOK-ENTRY ONLY SYSTEM.”
The Bonds are being issued by the City pursuant to the Public Improvement District Assessment Act, Subchapter A of Chapter 372, Texas Local
Government Code, as amended (the “PID Act”), an ordinance expected to be adopted by the City Council of the City (the “City Council”) on May 26,
2026, and an Indenture of Trust, dated as of June 1, 2026 (the “Indenture”), to be entered into by and between the City and the Trustee. Capitalized terms
not otherwise defined herein shall have the meanings assigned to them in the Indenture.
Proceeds of the Bonds will be used to provide funds for (i) paying a portion of the costs of the “Improvement Areas #2-4 Improvements” (as defined
herein), paying a portion of the interest on the Bonds during and after the period of acquisition and construction of the Improvement Areas #2-4
Improvements, (iii) funding a reserve fund for payment of principal and interest on the Bonds, (iv) paying a portion of the costs incidental to the organization
of the District, and (v) paying the costs of issuance of the Bonds. See “THE IMPROVEMENT AREAS #2-4 IMPROVEMENTS” and “APPENDIX A —
Form Indenture.”
The Bonds, when issued and delivered, will constitute valid and binding special obligations of the City payable solely from and secured by a pledge
of and lien upon the Trust Estate, consisting primarily of Assessments (as defined herein) expected to be levied against assessable properties in Improvement
Areas #2-4 of the District in accordance with a Service and Assessment Plan and other funds comprising the Trust Estate, all to the extent and upon the
conditions described herein. The Bonds are not payable from funds raised or to be raised from taxation. See “SECURITY FOR THE BONDS.”
The Bonds are subject to redemption at the times, in the amounts, and at the redemption prices more fully described herein under the subcaption
“DESCRIPTION OF THE BONDS — Redemption Provisions.”
The Bonds involve a high degree of risk and are not suitable for all investors. The Underwriter (identified below) is limiting this offering
to Qualified Institutional Buyers and Accredited Investors. The limitation of the initial offering to Qualified Institutional Buyers and Accredited
Investors does not denote restrictions on transfers in any secondary market for the Bonds. Prospective purchasers should carefully evaluate the
risks and merits of an investment in the Bonds, should consult with their legal and financial advisors before considering a purchase of the Bonds,
and should be willing to bear the risks of loss of their investment in the Bonds. The Bonds are not credit enhanced or rated and no application
has been made for a rating on the Bonds. See “BONDHOLDERS’ RISKS” and “SUITABILITY FOR INVESTMENT.”
THE BONDS ARE SPECIAL, LIMITED OBLIGATIONS OF THE CITY PAYABLE SOLELY FROM THE PLEDGED REVENUES AND
OTHER FUNDS COMPRISING THE TRUST ESTATE, AS AND TO THE EXTENT PROVIDED IN THE INDENTURE. THE BONDS DO NOT
GIVE RISE TO A CHARGE AGAINST THE GENERAL CREDIT OR TAXING POWER OF THE CITY AND ARE PAYABLE SOLELY FROM THE
SOURCES IDENTIFIED IN THE INDENTURE. THE OWNERS OF THE BONDS SHALL NEVER HAVE THE RIGHT TO DEMAND PAYMENT
THEREOF OUT OF MONEY RAISED OR TO BE RAISED BY TAXATION, OR OUT OF ANY FUNDS OF THE CITY OTHER THAN THE TRUST
ESTATE, AS AND TO THE EXTENT PROVIDED IN THE INDENTURE. NO OWNER OF THE BONDS SHALL HAVE THE RIGHT TO DEMAND
ANY EXERCISE OF THE CITY’S TAXING POWER TO PAY THE PRINCIPAL OF THE BONDS OR THE INTEREST OR REDEMPTION
PREMIUM, IF ANY, THEREON. THE CITY SHALL HAVE NO LEGAL OR MORAL OBLIGATION TO PAY THE BONDS OUT OF ANY FUNDS
OF THE CITY OTHER THAN THE PLEDGED REVENUES AND OTHER FUNDS COMPRISING THE TRUST ESTATE. SEE “SECURITY FOR
THE BONDS.”
This cover page contains certain information for quick reference only. It is not a summary of the Bonds. Investors must read this entire Limited
Offering Memorandum to obtain information essential to the making of an informed investment decision.
The Bonds are offered for delivery when, as, and if issued by the City and accepted by the Underwriter, subject to, among other things, the approval
of the Bonds by the Attorney General of Texas and the receipt of the opinion of McCall, Parkhurst & Horton L.L.P., Bond Counsel, as to the validity of
the Bonds and the excludability of interest thereon from gross income for federal income tax purposes. See “APPENDIX C — Form of Opinion of Bond
Counsel.” Certain legal matters will be passed upon for the Underwriter by its counsel, Greenberg Traurig, LLP, and for the Developer by its counsel,
* Preliminary; subject to change.
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Boghetich Law, PLLC. It is expected that the Bonds will be delivered in book-entry form through the facilities of DTC on or about June 23, 2026 (the
“Closing Date”).
FMSbonds, Inc.
i
MATURITIES, PRINCIPAL AMOUNTS, INTEREST RATES, PRICES, YIELDS, AND CUSIP NUMBERS
CUSIP Prefix: ____________(a)
$9,877,000*
CITY OF ANNA, TEXAS,
(a municipal corporation of the State of Texas located in Collin County)
SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2026
(SHERLEY TRACT PUBLIC IMPROVEMENT DISTRICT NO. 2 IMPROVEMENT AREAS #2-4 PROJECTS)
$__________ _____% Term Bonds, Due September 15, 20__, Priced to Yield ____%; CUSIP ___(a) (c)
$__________ _____% Term Bonds, Due September 15, 20__, Priced to Yield ____%; CUSIP ___(a) (c)
$__________ _____% Term Bonds, Due September 15, 20__, Priced to Yield ____%; CUSIP ___(a) (b) (c)
* Preliminary; subject to change.
(a) CUSIP numbers are included solely for the convenience of owners of the Bonds. CUSIP is a registered trademark of the American
Bankers Association. CUSIP data herein is provided by CUSIP Global Services, managed by FactSet Research Systems Inc., on behalf
of the American Bankers Association. This data is not intended to create a database and does not serve in any way as a substitute for
the CUSIP Services. CUSIP numbers are provided for convenience of reference only. None of the City, the City’s Municipal Advisor
or the Underwriter takes any responsibility for the accuracy of such numbers.
(b) The Bonds maturing on or after September 15, 20__, are subject to redemption, in whole or in part, prior to stated maturity, at the option
of the City, on any date on or after September 15, 20__, at the redemption price of 100% of the principal amount plus accrued interest
to the date of redemption as described herein under “DESCRIPTION OF THE BONDS — Redemption Provisions.”
(c) The Bonds are also subject to mandatory sinking fund redemption and extraordinary optional redemption as described herein under
“DESCRIPTION OF THE BONDS — Redemption Provisions.”
ii
CITY OF ANNA, TEXAS
CITY COUNCIL
Name
Place
Term Expires
(May)
Pete Cain Ma o 2027
Kevin Toten Place 1, Ma or Pro Te 2027
athan Br an Place 2 2027
Stan Carver* Place 3, Deput Ma or Pro Tem 2026
Kell Patterson-Herndon Place 4 2028
Elden Bake ** Place 5 2030
Mann Sin h Place 6 2028
* Stan Carver currently holds office in Place 3 of the City Council and serves as the Deputy Mayor Pro Tem.
Jessica Walden was elected to Place 3 in an election held on May 2, 2026 and is expected to be sworn in on May 26, 2026.
** Elden Baker was re-elected to Place 5 on May 2, 2026 and he is expected to be sworn in for his term of office ending in 2023
on May 26, 2026.
CITY MANAGER CITY SECRETARY DIRECTOR OF FINANCE
Ronda Perez Carrie Land Terri Doby
ADMINISTRATOR
P3Works, LLC
MUNICIPAL ADVISOR TO THE CITY
Hilltop Securities Inc.
BOND COUNSEL
McCall, Parkhurst & Horton L.L.P.
UNDERWRITER’S COUNSEL
Greenberg Traurig, LLP
For additional information regarding the City, please contact:
Ronda Perez Jim Sabonis Andre A ala
Cit Mana e Hilltop Securities Inc. Hilltop Securities Inc.
Cit of Anna, Texas 717 N. Harwood Street 717 N. Harwood Street
120 W. 7th Stree Suite 3400 Suite 3400
Anna, Texas 75409 Dallas, Texas 75201 Dallas, Texas 75201
(972) 924-3325 (214) 953-4000 (214) 953-4000
rperez annatexas.ov Jim.Sabonis hilltopsecurities.co Andre.A ala hilltopsecurities.co
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REGIONAL LOCATION MAP OF THE DISTRICT
DISTRICT
iv
AREA LOCATION MAP OF THE DISTRICT
DISTRICT
v
MAP SHOWING BOUNDARIES OF THE DISTRICT AND IMPROVEMENT AREAS
* Adjacent commercial and multifamily shown above are not located in the boundaries of the District.
Improvement
Area #1
Improvement
Area #1
Improvement
Area #1
Improvement
Area #3
Future Improvement
Area
Improvement
Area #2
Improvement
Area #4
Future Improvement
Area
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FOR PURPOSES OF COMPLIANCE WITH RULE 15C2-12 OF THE UNITED STATES SECURITIES AND EXCHANGE
COMMISSION (“RULE 15C2-12”), AS AMENDED AND IN EFFECT ON THE DATE OF THIS PRELIMINARY LIMITED
OFFERING MEMORANDUM, THIS DOCUMENT CONSTITUTES AN “OFFICIAL STATEMENT” OF THE CITY WITH
RESPECT TO THE BONDS THAT HAS BEEN “DEEMED FINAL” BY THE CITY AS OF ITS DATE EXCEPT FOR THE
OMISSION NO MORE THAN THE INFORMATION PERMITTED BY RULE 15C2-12.
THE INITIAL PURCHASERS ARE ADVISED THAT THE BONDS BEING OFFERED PURSUANT TO THE LIMITED
OFFERING MEMORANDUM ARE BEING OFFERED AND SOLD ONLY TO “QUALIFIED INSTITUTIONAL
BUYERS” AS DEFINED IN RULE 144A PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT OF 1933”) AND “ACCREDITED INVESTORS” AS DEFINED IN RULE 501 OF
REGULATION D PROMULGATED UNDER THE SECURITIES ACT OF 1933. SEE “LIMITATIONS APPLICABLE
TO INITIAL PURCHASERS” HEREIN. EACH PROSPECTIVE PURCHASER IS RESPONSIBLE FOR ASSESSING
THE MERITS AND RISKS OF AN INVESTMENT IN THE BONDS, MUST BE ABLE TO BEAR THE ECONOMIC
AND FINANCIAL RISK OF SUCH INVESTMENT IN THE BONDS, AND MUST BE ABLE TO AFFORD A
COMPLETE LOSS OF SUCH INVESTMENT. CERTAIN RISKS ASSOCIATED WITH THE PURCHASE OF THE
BONDS ARE SET FORTH UNDER “BONDHOLDERS’ RISKS” HEREIN. EACH PURCHASER, BY ACCEPTING
THE BONDS, AGREES THAT IT WILL BE DEEMED TO HAVE MADE THE ACKNOWLEDGMENTS AND
REPRESENTATIONS DESCRIBED UNDER THE HEADING “LIMITATIONS APPLICABLE TO INITIAL
PURCHASERS.”
NO DEALER, BROKER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED BY THE CITY OR THE
UNDERWRITER TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATIONS, OTHER THAN THOSE
CONTAINED IN THIS LIMITED OFFERING MEMORANDUM, AND IF GIVEN OR MADE, SUCH OTHER
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY
EITHER OF THE FOREGOING. THIS LIMITED OFFERING MEMORANDUM DOES NOT CONSTITUTE AN
OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY AND THERE SHALL BE NO OFFER,
SOLICITATION OR SALE OF THE BONDS BY ANY PERSON IN ANY JURISDICTION IN WHICH IT IS
UNLAWFUL FOR SUCH PERSON TO MAKE SUCH OFFER, SOLICITATION OR SALE.
THE UNDERWRITER HAS REVIEWED THE INFORMATION IN THIS LIMITED OFFERING MEMORANDUM IN
ACCORDANCE WITH, AND AS PART OF, ITS RESPONSIBILITIES TO INVESTORS UNDER THE UNITED
STATES FEDERAL SECURITIES LAWS AS APPLIED TO THE FACTS AND CIRCUMSTANCES OF THIS
TRANSACTION. THE INFORMATION SET FORTH HEREIN HAS BEEN FURNISHED BY THE CITY AND
OBTAINED FROM SOURCES, INCLUDING THE DEVELOPER, WHICH ARE BELIEVED BY THE CITY AND THE
UNDERWRITER TO BE RELIABLE, BUT IT IS NOT GUARANTEED AS TO ACCURACY OR COMPLETENESS,
AND IS NOT TO BE CONSTRUED AS A REPRESENTATION OF THE UNDERWRITER. THE INFORMATION AND
EXPRESSIONS OF OPINION HEREIN ARE SUBJECT TO CHANGE WITHOUT NOTICE, AND NEITHER THE
DELIVERY OF THIS LIMITED OFFERING MEMORANDUM, NOR ANY SALE MADE HEREUNDER, SHALL,
UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE CITY OR THE DEVELOPER SINCE THE DATE HEREOF.
NEITHER THE CITY, THE CITY’S MUNICIPAL ADVISOR NOR THE UNDERWRITER MAKE ANY
REPRESENTATION AS TO THE ACCURACY, COMPLETENESS, OR ADEQUACY OF THE INFORMATION
SUPPLIED BY THE DEPOSITORY TRUST COMPANY FOR USE IN THIS LIMITED OFFERING MEMORANDUM.
THE TRUSTEE HAS NOT PARTICIPATED IN THE PREPARATION OF THIS LIMITED OFFERING
MEMORANDUM AND ASSUMES NO RESPONSIBILITY FOR THE ACCURACY OR COMPLETENESS OF ANY
INFORMATION CONTAINED IN THIS LIMITED OFFERING MEMORANDUM OR THE RELATED
TRANSACTIONS AND DOCUMENTS OR FOR ANY FAILURE BY ANY PARTY TO DISCLOSE EVENTS THAT
MAY HAVE OCCURRED AND MAY AFFECT THE SIGNIFICANCE OR ACCURACY OF SUCH INFORMATION.
THE BONDS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, NOR HAS THE
INDENTURE BEEN QUALIFIED UNDER THE TRUST INDENTURE ACT OF 1939, IN RELIANCE UPON
EXEMPTIONS CONTAINED IN SUCH LAWS. THE REGISTRATION OR QUALIFICATION OF THE BONDS
UNDER THE SECURITIES LAWS OF ANY JURISDICTION IN WHICH THEY MAY HAVE BEEN REGISTERED
OR QUALIFIED, IF ANY, SHALL NOT BE REGARDED AS A RECOMMENDATION THEREOF. NONE OF SUCH
JURISDICTIONS, OR ANY OF THEIR AGENCIES, HAVE PASSED UPON THE MERITS OF THE BONDS OR THE
ACCURACY OR COMPLETENESS OF THIS LIMITED OFFERING MEMORANDUM.
CERTAIN STATEMENTS INCLUDED OR INCORPORATED BY REFERENCE IN THIS LIMITED OFFERING
MEMORANDUM CONSTITUTE “FORWARD-LOOKING STATEMENTS” WITHIN THE MEANING OF THE
UNITED STATES PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995, SECTION 21E OF THE UNITED
STATES SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND SECTION 27A OF THE SECURITIES ACT
OF 1933. SUCH STATEMENTS ARE GENERALLY IDENTIFIABLE BY THE TERMINOLOGY USED SUCH AS
“PLAN,” “EXPECT,” “ESTIMATE,” “PROJECT,” “ANTICIPATE,” “BUDGET” OR OTHER SIMILAR WORDS. THE
ACHIEVEMENT OF CERTAIN RESULTS OR OTHER EXPECTATIONS CONTAINED IN SUCH FORWARD-
vii
LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER
FACTORS WHICH MAY CAUSE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS DESCRIBED TO BE
MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED
OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. THE CITY DOES NOT PLAN TO ISSUE ANY
UPDATES OR REVISIONS TO THOSE FORWARD-LOOKING STATEMENTS IF OR WHEN ANY OF ITS
EXPECTATIONS OR EVENTS, CONDITIONS OR CIRCUMSTANCES ON WHICH SUCH STATEMENTS ARE
BASED OCCUR, OTHER THAN AS DESCRIBED UNDER “CONTINUING DISCLOSURE” HEREIN.
NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THE BONDS OR PASSED UPON THE ADEQUACY OR
ACCURACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
REFERENCES TO WEBSITE ADDRESSES PRESENTED HEREIN ARE FOR INFORMATIONAL PURPOSES ONLY
AND MAY BE IN THE FORM OF A HYPERLINK SOLELY FOR THE READER’S CONVENIENCE. UNLESS
SPECIFIED OTHERWISE, SUCH WEBSITES AND THE INFORMATION OR LINKS CONTAINED THEREIN ARE
NOT INCORPORATED INTO, AND ARE NOT PART OF, THIS LIMITED OFFERING MEMORANDUM FOR
PURPOSES OF, AND AS THAT TERM IS DEFINED IN, RULE 15c2-12.
.
viii
TABLE OF CONTENTS
INTRODUCTION .................................................... 2
PLAN OF FINANCE ............................................... 3
The District ........................................................ 3
Development Plan and Status of
Development in Improvement
Areas #2-4 .................................................. 3
Prior Bonds ........................................................ 4
The Bonds ......................................................... 4
DESCRIPTION OF THE BONDS ........................... 5
General Description ........................................... 5
Redemption Provisions ...................................... 5
BOOK-ENTRY ONLY SYSTEM ........................... 7
LIMITATIONS APPLICABLE TO INITIAL
PURCHASERS ........................................................ 9
SECURITY FOR THE BONDS ............................. 10
General ............................................................ 10
Pledged Revenues ............................................ 11
Collection and Deposit of Assessments ........... 11
Unconditional Levy of Assessments ............... 12
Perfected Security Interest ............................... 13
Pledged Revenue Fund .................................... 13
Bond Fund ....................................................... 14
Project Fund .................................................... 14
Reserve Fund ................................................... 15
Administrative Fund ........................................ 17
Defeasance....................................................... 17
Events of Default ............................................. 18
Remedies in Event of Default .......................... 18
Restriction on Owner’s Actions ...................... 19
Application of Revenues and Other
Moneys After Event of Default ................ 20
Investment or Deposit of Funds ....................... 20
Against Encumbrances .................................... 21
Additional Obligations or Other Liens ............ 21
SOURCES AND USES OF FUNDS ...................... 22
DEBT SERVICE REQUIREMENTS .................... 23
OVERLAPPING TAXES AND DEBT .................. 24
Overlapping Taxes and Debt ........................... 24
ASSESSMENT PROCEDURES ............................ 26
General ............................................................ 26
Assessment Methodology ................................ 26
Assessment Payer Concentration in
Improvement Areas #2-4 .......................... 29
Collection and Enforcement of
Assessment Amounts ............................... 29
Assessment Amounts....................................... 30
Prepayment of Assessments ............................ 32
Priority of Lien ................................................ 34
Foreclosure Proceedings .................................. 34
ASSESSMENT AND COLLECTION DATA IN
THE DISTRICT ..................................................... 35
Collection and Delinquency History of
Improvement Area #1 Assessments ......... 35
Foreclosure History ......................................... 35
Prepayment History of Assessments ............... 35
Collection and Delinquency History of
Major Improvement Area
Assessments ............................................. 35
Foreclosure History ......................................... 36
Prepayment History of Major
Improvement Area Assessments .............. 36
THE CITY .............................................................. 36
Background ..................................................... 36
City Government ............................................. 36
City Water and Wastewater System ................ 36
Major Employers ............................................. 37
Historical Employment in Collin
County ...................................................... 38
Surrounding Economic Activity ...................... 38
THE DISTRICT ..................................................... 38
General ............................................................ 38
Powers and Authority ...................................... 39
THE IMPROVEMENT AREAS #2-4
IMPROVEMENTS ................................................. 39
General ............................................................ 39
Ownership and Maintenance of
Improvement Areas #2-4
Improvements ........................................... 44
THE DEVELOPMENT .......................................... 44
Overview ......................................................... 44
Development Plan and Status of
Development ............................................ 44
Photographs of Development in the
District ...................................................... 45
Concept Plan .................................................... 45
Lot Purchase and Sale Agreements in
the District ................................................ 47
Status of Lot and Home Sales in
Improvement Area #1 ............................... 48
Expected Build-Out of the District .................. 49
Future Improvement Area Bonds .................... 50
Development Agreement ................................. 50
Improvement Area #1 TIRZ ............................ 51
Zoning ............................................................. 51
Amenities; Private Improvements ................... 52
Education ......................................................... 52
Existing Mineral Rights, Easements and
Other Third-Party Property Rights ........... 53
Environmental ................................................. 53
Flood Designation ........................................... 53
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Utilities ............................................................ 53
THE DEVELOPER ................................................ 54
General ............................................................ 54
Description of the Developer ........................... 54
Executive Biography ....................................... 57
General Development Financing by
Centurion .................................................. 58
History and Financing of the District .............. 58
THE ADMINISTRATOR ...................................... 59
APPRAISAL .......................................................... 59
The Appraisal .................................................. 59
BONDHOLDERS’ RISKS ..................................... 60
General ............................................................ 60
Deemed Representations and
Acknowledgment by Investors ................. 61
Assessment Limitations ................................... 61
Failure or Inability to Complete
Proposed Development............................. 62
Completion of Homes ...................................... 63
Risks Related to the Current Residential
Real Estate Market ................................... 63
Risks Related to Current Increase in
Costs of Building Materials and
Labor Shortages ........................................ 63
General Risks of Real Estate Investment
and Development ...................................... 63
Absorption Rate ............................................... 64
Availability of Utilities .................................... 64
State Law Regarding Notice of
Assessments ............................................. 64
Potential Future Changes in State Law
Regarding Public Improvement
Districts .................................................... 65
Direct and Overlapping Indebtedness,
Assessments and Taxes ............................ 65
Depletion of Reserve Account of
Reserve Fund ............................................ 65
Hazardous Substances ..................................... 66
Exercise of Third-Party Property Rights ......... 66
Regulation ....................................................... 66
No Acceleration ............................................... 66
Bankruptcy ...................................................... 67
Bondholders’ Remedies and
Bankruptcy ............................................... 67
Bankruptcy Limitation to Bondholders’
Rights ....................................................... 68
Judicial Foreclosures ....................................... 68
Loss of Tax Exemption ................................... 69
Tax-Exempt Status of the Bonds ..................... 69
Management and Ownership ........................... 69
Dependence Upon Developer and
Homebuilders ........................................... 70
Use of Appraisal .............................................. 70
Developer Principal Financial
Relationships and Other Matters
Relating to Developer Affiliates ............... 70
Risk from Weather Events ............................... 71
100-Year Flood Plain ...................................... 71
Competition ..................................................... 72
Limited Secondary Market for the
Bonds........................................................ 72
No Credit Rating ............................................. 72
Cybersecurity Risks ......................................... 72
TAX MATTERS .................................................... 73
Opinion ............................................................ 73
Federal Income Tax Accounting
Treatment of Original Issue
Discount ................................................... 73
Collateral Federal Income Tax
Consequences ........................................... 74
State, Local and Foreign Taxes ....................... 75
Information Reporting and Backup
Withholding .............................................. 75
Future and Proposed Legislation ..................... 75
LEGAL MATTERS ............................................... 75
Legal Proceedings ........................................... 75
Legal Opinions ................................................ 75
Litigation — The City ..................................... 76
Litigation — The Developer............................ 76
SUITABILITY FOR INVESTMENT .................... 77
ENFORCEABILITY OF REMEDIES ................... 77
NO RATING .......................................................... 77
CONTINUING DISCLOSURE .............................. 77
The City ........................................................... 77
The City’s Compliance with Prior
Undertakings ............................................ 78
The Developer ................................................. 78
The Developer’s Compliance with Prior
Undertakings ............................................ 78
UNDERWRITING ................................................. 78
REGISTRATION AND QUALIFICATION OF
BONDS FOR SALE ............................................... 78
LEGAL INVESTMENT AND ELIGIBILITY TO
SECURE PUBLIC FUNDS IN TEXAS ................. 79
INVESTMENTS .................................................... 79
INFORMATION RELATING TO THE
TRUSTEE ............................................................... 81
SOURCES OF INFORMATION ........................... 82
General ............................................................ 82
Source of Certain Information ......................... 82
Experts ............................................................. 82
Updating of Limited Offering
Memorandum ........................................... 82
x
FORWARD-LOOKING STATEMENTS .............. 83
AUTHORIZATION AND APPROVAL ................ 83
APPENDIX A Form of Indenture
APPENDIX B Form of Service and
Assessment Plan
APPENDIX C Form of Opinion of Bond Counsel
APPENDIX D-1 Form of City Disclosure
Agreement
APPENDIX D-2 Form of Developer Disclosure
Agreement
APPENDIX E Appraisal
APPENDIX F Reimbursement
Agreement
APPENDIX G Photographs of Development
in Improvement Area #2 and
Improvement Area #3 of the
District
(THIS PAGE IS INTENTIONALLY LEFT BLANK.)
2
PRELIMINARY LIMITED OFFERING MEMORANDUM
$9,877,000∗
CITY OF ANNA, TEXAS,
(a municipal corporation of the State of Texas located in Collin County)
SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2026
(SHERLEY TRACT PUBLIC IMPROVEMENT DISTRICT NO. 2 IMPROVEMENT AREAS #2-4
PROJECTS)
INTRODUCTION
The purpose of this Limited Offering Memorandum, including the cover page, inside cover and appendices
hereto, is to provide certain information in connection with the issuance and sale by the City of Anna, Texas
(the “City”), of its $9,877,000* aggregate principal amount of Special Assessment Revenue Bonds, Series 2026
(Sherley Tract Public Improvement District No. 2 Improvement Areas #2-4 Projects) (the “Bonds”).
INITIAL PURCHASERS ARE ADVISED THAT THE BONDS BEING OFFERED PURSUANT TO THIS
LIMITED OFFERING MEMORANDUM ARE BEING OFFERED INITIALLY TO AND ARE BEING SOLD
ONLY TO “ACCREDITED INVESTORS” AS DEFINED IN RULE 501 OF REGULATION D PROMULGATED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT OF 1933”) AND
“QUALIFIED INSTITUTIONAL BUYERS” AS DEFINED IN RULE 144A PROMULGATED UNDER THE
SECURITIES ACT OF 1933. THE LIMITATION OF THE INITIAL OFFERING TO QUALIFIED
INSTITUTIONAL BUYERS AND ACCREDITED INVESTORS DOES NOT DENOTE RESTRICTIONS ON
TRANSFERS IN ANY SECONDARY MARKET FOR THE BONDS. PROSPECTIVE INVESTORS SHOULD BE
AWARE OF CERTAIN RISK FACTORS, ANY OF WHICH, IF MATERIALIZED TO A SUFFICIENT DEGREE,
COULD DELAY OR PREVENT PAYMENT OF PRINCIPAL OF AND/OR INTEREST ON THE BONDS. THE
BONDS ARE NOT A SUITABLE INVESTMENT FOR ALL INVESTORS. SEE “SUITABILITY FOR
INVESTMENT” AND “BONDHOLDERS’ RISKS.”
The Bonds are being issued by the City pursuant to the Public Improvement District Assessment Act,
Subchapter A of Chapter 372, Texas Local Government Code, as amended (the “PID Act”), the ordinance authorizing
the issuance of the Bonds expected to be enacted by the City Council of the City (the “City Council”) on May 26,
2026 (the “Bond Ordinance”), and Indenture of Trust, dated as of June 1, 2026 (the “Indenture”), entered into by and
between the City and Regions Bank as trustee (the “Trustee”). The Bonds will be secured by a pledge of and lien
upon the Trust Estate (as defined in the Indenture), consisting primarily of revenue from (i) assessments expected to
be levied against assessable property located within Improvement Area #2 (the “Improvement Area #2 Assessments”)
of the Sherley Tract Public Improvement District No. 2 (the “District”), (ii) assessments expected to be levied against
assessable property located within Improvement Area #3 (the “Improvement Area #3 Assessments”) of the District,
and (iii) assessments expected to be levied against assessable property located within Improvement Area #4 (the
“Improvement Area #4 Assessments” and, together with the Improvement Area #2 Assessments and the Improvement
Area #3 Assessments, the “Assessments”) of the District, pursuant to a separate ordinance expected to be enacted by
the City Council on May 26, 2026 (the “Assessment Ordinance”). The City created the District pursuant to a resolution
adopted by the City Council on December 8, 2020 (the “Creation Resolution”).
Reference is made to the Indenture for a full statement of the authority for, and the terms and provisions of,
the Bonds. All capitalized terms used in this Limited Offering Memorandum that are not otherwise defined herein
shall have the meanings set forth in the Indenture. See “APPENDIX A — Form of Indenture.”
Set forth herein are brief descriptions of the City, the District, MM Anna 325, LLC, a Texas limited liability
company (the “Developer”), P3Works, LLC, a Texas limited liability company (the “Administrator”), the Assessment
Ordinance, the Bond Ordinance, the Service and Assessment Plan (as defined herein), the Development Agreement
(as defined herein), and the Remainder Area Funding and Reimbursement Agreement, Sherley Tract Public
Improvement District No. 2, entered into and effective as of February 10, 2026 between the City and the Developer,
∗ Preliminary; subject to change.
3
as may be amended and/or supplemented from time to time (the “Reimbursement Agreement”), together with
summaries of terms of the Bonds and the Indenture and certain provisions of the PID Act. All references herein to
such documents and the PID Act are qualified in their entirety by reference to such documents or such PID Act and
all references to the Bonds are qualified by reference to the definitive forms thereof and the information with respect
thereto contained in the Indenture. Copies of these documents may be obtained during the period of the offering of
the Bonds from the Underwriter, FMSbonds, Inc., 5 Cowboys Way, Suite 300-25, Frisco, Texas, 75034, Phone: (214)
302-2246. The Form of Indenture appears in APPENDIX A and the Form of Service and Assessment Plan appears
in APPENDIX B. The information provided under this caption “INTRODUCTION” is intended to provide a brief
overview of the information provided in the other captions herein and is not intended, and should not be considered,
fully representative or complete as to the subjects discussed hereunder.
PLAN OF FINANCE
The District
The PID Act authorizes municipalities, such as the City, to create public improvement districts within their
boundaries or extraterritorial jurisdiction, and to impose assessments within the public improvement district to pay for
certain improvements. The District was created for the purpose of undertaking and financing the cost of certain public
improvements within the District, including the Improvement Areas #2-4 Improvements (as defined herein),
authorized by the PID Act and approved by the City Council that confer a special benefit on the District. The District
is located entirely within the corporate limits of the City.
Development Plan and Status of Development in Improvement Areas #2-4
The District is composed of approximately 289.751 acres which are being developed in phases as a master-
planned residential development (the “Development”). The Developer’s plans consist of the development of the
District in phases beginning with the concurrent development of the major infrastructure to serve the entire District
(the “Major Improvements”), as well as local infrastructure (the “Improvement Area #1 Improvements”) to serve the
initial phase (“Improvement Area #1”) of the District, followed by phased development of local infrastructure to serve
each additional distinct development area (each, an “Improvement Area”). The Improvement Areas other than
Improvement Area #1 are collectively referred to herein as the “Major Improvement Area.” The boundaries of the
District, Improvement Area #1 and each additional Improvement Area are shown on the “MAP SHOWING
BOUNDARIES OF THE DISTRICT AND IMPROVEMENT AREAS” on page v.
The Developer purchased an assemblage that included the land within the District on April 10, 2019 for
$9,700,000. In order to finance a portion of the purchase of such land, the Developer obtained a loan (the “Acquisition
Loan”) in the amount of $5,700,000 from Chambers Bank (the “Acquisition Lender”). The remainder of the purchase
price for the land was paid in cash. On July 21, 2021, the Acquisition Loan was refinanced, partially through the use
of builder earnest money and partially with a loan (the “Acquisition and Development Loan”) from International Bank
of Commerce (the “Lender”). The proceeds of the Acquisition and Development Loan which were not used to
refinance a portion of the purchase price of the land funded development in the District. The Acquisition and
Development Loan has been repaid from the proceeds of lot closings in the District. The Developer has obtained a
second loan (the “Phase 2 Loan”) from the Lender to finance development in Improvement Areas #2-4 of the District
which is secured by all property in Improvement Areas #2-4. As of April 1, 2026, the Phase 2 Loan is outstanding in
the amount of $17,083,139.69. See “THE DEVELOPER – History and Financing of the District.”
The Developer has completed lot development in Improvement Area #1 and construction of the Improvement
Area #1 Improvements and the Major Improvements. See “THE DEVELOPMENT — Status of Lot and Home Sales
in Improvement Area #1.” The Developer is continuing development of the District with the construction of local
improvements to serve Improvement Area #2 of the District, which consists of 67 single-family lots (the
“Improvement Area #2 Improvements”), local improvements to serve Improvement Area #3 of the District, which
consists of 72 single-family lots (the “Improvement Area #3 Improvements”), and local improvements to serve
Improvement Area #4 of the District, which consists of 115 townhome lots (the “Improvement Area #4 Improvements”
and, together with the Improvement Area #2 Improvements and the Improvements Area #3 Improvements, the
“Improvement Areas #2-4 Improvements”). The Developer expects to continue development in the District in the
future with local infrastructure benefitting the future phases of the District (the “Future Improvement Area”).
4
Construction of the Improvement Area #2 Improvements began in Q4 2024 and was completed in February
2026. Construction of the Improvement Area #3 Improvements began in Q4 2024 and was completed in February
2026. Grading in Improvement Area #4 commenced in December 2025 and construction of the Improvement Area
#4 Improvements began in April 2026. Construction of the Improvement Area #4 Improvements is expected to be
completed in Q2 2027. As of April 1, 2026, the Developer expended approximately $3,154,316 to complete the
Improvement Area #2 Improvements and $2,083,927 to complete the Improvement Area #3 Improvements, which
expenditures were financed with proceeds of the Phase 2 Loan. See “THE DEVELOPER — History and Financing
of the District.”
The City will pay a portion of the project costs for the Improvement Areas #2-4 Improvements from proceeds
of the Bonds. The Developer expects to submit reimbursement requests on a monthly basis for costs actually incurred
in developing and constructing the Improvement Areas #2-4 Improvements and be reimbursed in accordance with the
Indenture and the Reimbursement Agreement. See “THE IMPROVEMENT AREAS #2-4 IMPROVEMENTS” and
“APPENDIX F – Reimbursement Agreement.”
The Developer has entered into lot purchase and sale agreements with Mattamy Texas, LLC (“Mattamy”)
(as assigned by New Synergy, LLC), Beazer Homes Texas, L.P. (“Beazer”), First Texas Homes, Inc. (“First Texas”),
Lennar Homes of Texas Land and Construction, Ltd. (“Lennar”), Siena Homes, LLC (“Siena”), and DRHI, Inc. (“DR
Horton,” and together with Beazer, First Texas, Mattamy, Lennar, and Siena, the “Homebuilders”) (such agreements,
collectively, the “Lot PSAs”), for the sale of 861 of the 913 lots in the District, including Lot PSAs for all of the lots
in Improvement Areas #2-4 to Mattamy, Lennar, First Texas and Siena. See “THE DEVELOPMENT — Lot Purchase
and Sale Agreements in the District.”
Prior Bonds
The City previously issued its $9,400,000 City of Anna, Texas, Special Assessment Revenue Bonds, Series
2021 (Sherley Tract Public Improvement District No. 2 Improvement Area #1 Project) (the “2021 IA #1 Bonds”) and
its $3,593,000 City of Anna, Texas, Special Assessment Revenue Bonds, Series 2025 (Sherley Tract Public
Improvement District No. 2 Improvement Area #1 Project) (the “2025 IA #1 Bonds”) to finance and reimburse a
portion of the costs of the Improvement Area #1 Projects. The 2021 IA #1 Bonds and the 2025 IA #1 Bonds are
secured by separate assessments levied in Improvement Area #1 of the District, which separate assessments are not
pledged to payment of the Bonds. The 2021 IA #1 Bonds are currently outstanding in the amount of $8,845,000 and
the 2025 IA #1 Bonds are currently outstanding in the amount of $3,593,000.
The City previously issued its $2,896,000 City of Anna, Texas, Special Assessment Revenue Bonds (Sherley
Tract Public Improvement District No. 2 Major Improvement Area Project) (the “2021 MIA Bonds”) to finance a
portion of the costs of the Major Improvement Area Projects. The 2021 MIA Bonds are secured by assessments on
property in the Major Improvement Area of the District only (the “Major Improvement Area Assessments”) and are
currently outstanding in the amount of $2,782,000. However, the Developer prepaid the Major Improvement Area
Assessments on March 17, 2026, and all of the 2021 MIA Bonds are expected to be redeemed and paid in full on May
15, 2026.
The Bonds
Proceeds of the Bonds will be used primarily to finance (i) paying a portion of the costs of the Improvement
Areas #2-4 Improvements, (ii) paying a portion of the interest on the Bonds during and after the period of acquisition
and construction of the Improvement Areas #2-4 Improvements, (iii) funding a reserve fund for payment of principal
and interest on the Bonds, (iv) paying a portion of the costs incidental to the organization of the District, and (v) paying
the costs of issuance of the Bonds. To the extent that a portion of the proceeds of the Bonds is allocated for the
payment of the costs of issuance of the Bonds and less than all of such amount is used to pay such costs, the excess
amount may, at the option of the City, be transferred to the Principal and Interest Account of the Bond Fund to pay
interest on the Bonds. See “THE IMPROVEMENT AREAS #2-4 IMPROVEMENTS,” “APPENDIX A – Form of
Indenture,” and “SOURCES AND USES OF FUNDS.”
Payment of the Bonds is secured by a pledge of and a lien upon the Trust Estate, consisting primarily of
Assessments expected to be levied against the assessable parcels or lots within Improvement Areas #2-4 of the District,
5
all to the extent and upon the conditions described herein and in the Indenture. See “SECURITY FOR THE BONDS,”
“ASSESSMENT PROCEDURES” and “APPENDIX A – Form of Indenture.”
The Bonds, the 2021 IA #1 Bonds, the 2025 IA #1 Bonds and any Future Improvement Area Bonds (as
defined herein) shall never constitute an indebtedness or general obligation of the City, the State of Texas (the
“State”), Collin County, or any other political subdivision of the State, within the meaning of any constitutional
provision or statutory limitation whatsoever, but the Bonds are limited and special obligations of the City
payable solely from the Trust Estate as provided in the Indenture. Neither the faith and credit nor the taxing
power of the City, the State or any other political subdivision of the State is pledged to the payment of the
Bonds. The 2021 IA #1 Bonds, the 2025 IA #1 Bonds and any Future Improvement Area Bonds to be issued by
the City are not offered pursuant to this Limited Offering Memorandum.
DESCRIPTION OF THE BONDS
General Description
The Bonds will mature on the dates and in the amounts set forth on the inside cover page of this Limited
Offering Memorandum. Interest on the Bonds will accrue from their date of delivery to the Underwriter (the “Closing
Date”) and will be computed on the basis of a 360-day year of twelve 30-day months. Interest on the Bonds will be
payable on each March 15 and September 15, commencing March 15, 2027 (each an “Interest Payment Date”), until
maturity or prior redemption. Regions Bank is the initial Trustee, Paying Agent and Registrar for the Bonds.
The Bonds will be issued in fully registered form, without coupons, in authorized denominations of $25,000
of principal and any integral multiple of $1,000 in excess thereof (“Authorized Denominations”). Upon initial
issuance, the ownership of the Bonds will be registered in the name of Cede & Co., as nominee for The Depository
Trust Company, New York, New York (“DTC”), and purchases of beneficial interests in the Bonds will be made in
book-entry only form. See “BOOK-ENTRY ONLY SYSTEM” and “SUITABILITY FOR INVESTMENT.”
Redemption Provisions
Optional Redemption. The City reserves the right and option to redeem the Bonds before their scheduled
maturity dates, in whole or in part, on any date on or after September 15, 20__, such redemption date or dates to be
fixed by the city at the Redemption Price.
Extraordinary Optional Redemption. The City reserves the right and option to redeem Bonds before their
respective scheduled maturity dates, in whole or in part, on any date, at the Redemption Price, from amounts on deposit
in the Redemption Fund as a result of Prepayments, Foreclosure Proceeds, unspent balances in other Pledged Funds
(including related transfers to the Redemption Fund as provided in the Indenture) or any other transfers to the
Redemption Fund permitted or required under the terms of the Indenture, which shall be applied in such a manner so
as to reduce the Annual Installments of the particular Assessment(s) to which the respective Prepayments, Foreclosure
Proceeds, or other monies relate, as set forth in a City Order delivered to the Trustee. See “ASSESSMENT
PROCEDURES — Prepayment of Assessments” for the definition and description of Prepayments” and “APPENDIX
A — Form of Indenture.”
Mandatory Sinking Fund Redemption. The Bonds maturing on September 15 in each of the years 20__,
20__, 20__ and 20__ (collectively, the “Term Bonds”) are subject to mandatory sinking fund redemption prior to their
respective maturities and will be redeemed by the City in part at the Redemption Price from monies available for such
purpose in the Principal and Interest Account of the Bond Fund pursuant to the Indenture, on the dates and in the
respective Sinking Fund Installments as set forth in the following schedules:
$__________Term Bonds Maturing September 15, 20__
Redemption Date Sinking Fund Installment
September 15, 20
September 15, 20 †
6
$__________Term Bonds Maturing September 15, 20__
Redemption Date Sinking Fund Installment
September 15, 20
September 15, 20 †
___________________________
† Stated maturity.
At least thirty (30) days prior to each mandatory sinking fund redemption date, and subject to any prior
reduction authorized by the Indenture, the Trustee shall select by lot, or by any other customary method that results in
a random selection, a principal amount of Bonds of such maturity equal to the Sinking Fund Installment amount of
such Bonds to be redeemed, shall call such Bonds for redemption on such scheduled mandatory sinking fund
redemption date, and shall give notice of such mandatory sinking fund redemption, as provided in the Indenture.
The principal amount of Bonds required to be redeemed on any mandatory sinking fund redemption date
pursuant to the first paragraph above shall be reduced, at the option of the City, by the principal amount of any Bonds
of such maturity which, at least 30 days prior to the mandatory sinking fund redemption date shall have been acquired
by the City at a price not exceeding the principal amount of such Bonds plus accrued unpaid interest to the date of
purchase thereof, and delivered to the Trustee for cancellation.
The Sinking Fund Installments of Term Bonds required to be redeemed on any mandatory sinking fund
redemption date pursuant to the first paragraph above shall be reduced in integral multiples of $1,000 by any portion
of such Bonds, which, at least 30 days prior to the mandatory sinking fund redemption date, shall have been redeemed
pursuant to the optional redemption or extraordinary optional redemption provisions in the Indenture and not
previously credited to a mandatory sinking fund redemption..
Notice of Redemption. Upon written direction from the City to the Trustee of the exercise of any redemption
provision provided under the Indenture, the Trustee shall give notice of any redemption of Bonds by sending notice
by first class United States mail, postage prepaid, not less than 30 days before the date fixed for redemption, to the
Owner of each Bond or portion thereof to be redeemed, at the address shown in the Register.
The notice shall state the redemption date, the Redemption Price, the place at which the Bonds are to be
surrendered for payment, and, if less than all the Bonds Outstanding are to be redeemed, and subject to certain
provisions of the Indenture, an identification of the Bonds or portions thereof to be redeemed, any conditions to such
redemption and that on the redemption date, if all conditions, if any, to such redemption have been satisfied, such
Bond shall become due and payable.
Any notice given as provided as described above shall be conclusively presumed to have been duly given,
whether or not the Owner receives such notice.
With respect to any optional redemption of the Bonds, unless the Trustee has received funds sufficient to pay
the Redemption Price of the Bonds to be redeemed before giving of a notice of redemption, the notice may state the
City may condition redemption on the receipt of such funds by the Trustee on or before the date fixed for the
redemption, or on the satisfaction of any other prerequisites set forth in the notice of redemption. If a conditional
notice of redemption is given and such prerequisites to the redemption and sufficient funds are not received, the notice
shall be of no force and effect, the City shall not redeem the Bonds and the Trustee shall give notice, in the manner in
which the notice of redemption was given, that the Bonds have not been redeemed.
The City has the right to rescind any optional redemption or extraordinary optional redemption described in
the Indenture by written notice to the Trustee on or prior to the date fixed for redemption. Any notice of redemption
shall be cancelled and annulled if for any reason funds are not available on the date fixed for redemption for the
payment in full of the Bonds then called for redemption, and such cancellation shall not constitute an Event of Default
under the Indenture. Upon written direction from the City, the Trustee shall mail notice of rescission of redemption
in the same manner notice of redemption was originally provided.
7
Additional Provisions with Respect to Redemption. If less than all of the Bonds are to be redeemed
pursuant to an optional or extraordinary optional redemption, Bonds may be redeemed in minimum principal amounts
of $1,000 or any integral thereof. Each Bond shall be treated as representing the number of Bonds that is obtained by
dividing the principal amount of such Bond by $1,000. No redemption shall result in a Bond in a denomination of less
than an Authorized Denomination; provided, however, if the amount of Outstanding Bonds is less than an Authorized
Denomination after giving effect to such partial redemption, a Bond in the principal amount equal to the unredeemed
portion, but not less than $1,000, may be issued.
If less than all of the Bonds are called for optional redemption pursuant to the Indenture, the Trustee shall
rely on directions provided in a City Order in selecting the Bonds to be redeemed.
If less than all of the Bonds are called for extraordinary optional redemption pursuant to the Indenture, the
Bonds or portion of a Bond to be redeemed shall be allocated on a pro rata basis (as nearly as practicable) among all
Outstanding Bonds. If less than all Bonds within a Stated Maturity are called for extraordinary optional redemption
pursuant to the Indenture, the Trustee shall call randomly by lot the Bonds, or portions thereof, within such Stated
Maturity and in such principal amounts, for redemption.
Upon surrender of any Bond for redemption in part, the Trustee in accordance with the Indenture, shall
authenticate and deliver an exchange Bond or Bonds in an aggregate principal amount equal to the unredeemed portion
of the Bond so surrendered, such exchange being without charge.
BOOK-ENTRY ONLY SYSTEM
This section describes how ownership of the Bonds is to be transferred and how the principal of, premium,
if any, and interest on the Bonds are to be paid to and credited DTC while the Bonds are registered in its nominee
name. The information in this section concerning DTC and the Book-Entry-Only System has been provided by DTC
for use in disclosure documents such as this Limited Offering Memorandum. The City and the Underwriter believe
the source of such information to be reliable, but neither the City nor the Underwriter takes responsibility for the
accuracy or completeness thereof.
The City cannot and does not give any assurance that (1) DTC will distribute payments of debt service on
the Bonds, or redemption or other notices, to DTC Participants, (2) DTC Participants or others will distribute debt
service payments paid to DTC or its nominee (as the registered owner of the Bonds), or redemption or other notices,
to the Beneficial Owners, or that they will do so on a timely basis or (3) DTC will serve and act in the manner described
in this Limited Offering Memorandum. The current rules applicable to DTC are on file with the United States
Securities and Exchange Commission, and the current procedures of DTC to be followed in dealing with DTC
Participants are on file with DTC.
DTC will act as securities depository for the Bonds. The Bonds will be issued as fully-registered securities
registered in the name of Cede & Co. (DTC’s partnership nominee) or such other name as may be requested by an
authorized representative of DTC. One fully-registered security certificate will be issued for each maturity of the
Bonds, each in the aggregate principal amount of such maturity, and will be deposited with DTC.
DTC, the world’s largest securities depository, is a limited-purpose trust company organized under the New
York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the
Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code,
and a “clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934.
DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. Equity issues, corporate and
municipal debt issues, and money market instruments (from over 100 countries) that DTC’s participants (“Direct
Participants”) deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales
and other securities transactions in deposited securities, through electronic computerized book-entry transfers and
pledges between Direct Participants’ accounts. This eliminates the need for physical movement of securities
certificates. Direct Participants include both U.S. and non-U.S. Securities brokers and dealers, banks, trust companies,
clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust &
Clearing Corporation (“DTCC”). DTCC, is the holding company for DTC, National Securities Clearing Corporation
and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users
8
of its registered subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S.
Securities brokers and dealers, banks, trust companies, and clearing companies that clear through or maintain a
custodial relationship with a Direct Participant, either directly or indirectly (“Indirect Participants”). DTC has a
Standard & Poor’s rating of “AA+.” The DTC Rules applicable to its Participants are on file with the Securities and
Exchange Commission. More information about DTC can be found at www.dtcc.com
Purchases of Bonds under the DTC system must be made by or through Direct Participants, which will
receive a credit for the Bonds on DTC’s records. The ownership interest of each actual purchaser of each Bond
(“Beneficial Owner”) is in turn to be recorded on the Direct and Indirect Participants’ records. Beneficial Owners
will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to
receive written confirmations providing details of the transaction, as well as periodic statements of their holdings,
from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of
ownership interests in the Bonds are to be accomplished by entries made on the books of Direct and Indirect
Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their
ownership interests in Bonds, except in the event that use of the book-entry system for the Bonds is discontinued.
To facilitate subsequent transfers, all Bonds deposited by Direct Participants with DTC are registered in the
name of DTC’s partnership nominee, Cede & Co., or such other name as may be requested by an authorized
representative of DTC. The deposit of Bonds with DTC and their registration in the name of Cede & Co. Or such
other DTC nominee do not affect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial
Owners of the Bonds; DTC’s records reflect only the identity of the Direct Participants to whose accounts such Bonds
are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain
responsible for keeping account of their holdings on behalf of their customers.
Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to
Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by
arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time.
Beneficial Owners of Bonds may wish to take certain steps to augment the transmission to them of notices of
significant events with respect to the Bonds, such as redemptions, tenders, defaults, and proposed amendments to the
Bond documents. For example, Beneficial Owners of Bonds may wish to ascertain that the nominee holding the
Bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial
Owners may wish to provide their names and addresses to the registrar and request that copies of notices be provided
directly to them.
Redemption notices shall be sent to DTC. If less than all Bonds of the same maturity are being redeemed,
DTC’s practice is to determine by lot the amount of the interest of each Direct Participant of such maturity to be
redeemed.
Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to Bonds unless
authorized by a Direct Participant in accordance with DTC’s Procedures. Under its usual procedures, DTC mails an
Omnibus Proxy to the City as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.’s
consenting or voting rights to those Direct Participants to whose accounts Bonds are credited on the record date
(identified in a listing attached to the Omnibus Proxy).
Principal, interest and all other payments on the Bonds will be made to Cede & Co., or such other nominee
as may be requested by an authorized representative of DTC. DTC’s practice is to credit Direct Participants’ accounts
upon DTC’s receipt of funds and corresponding detailed information from the City or Paying Agent/Registrar, on the
payment date in accordance with their respective holdings shown on DTC’s records. Payments by Participants to
Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities
held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of such
Participant and not of DTC nor its nominee, the Trustee, the Paying Agent/Registrar, or the City, subject to any
statutory or regulatory requirements as may be in effect from time to time. Payment of principal, interest and payments
to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the
responsibility of the Trustee, the Paying Agent/Registrar or the City, disbursement of such payments to Direct
Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be
the responsibility of Direct and Indirect Participants.
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DTC may discontinue providing its services as securities depository with respect to the Bonds at any time by
giving reasonable notice to the City or the Trustee. Under such circumstances, in the event that a successor securities
depository is not obtained, Bond certificates are required to be printed and delivered.
The City may decide to discontinue use of the system of book-entry transfers through DTC (or a successor
securities depository). In that event, Bond certificates will be printed and delivered. Thereafter, Bond certificates
may be transferred and exchanged as described in the Indenture.
The information in this section concerning DTC and DTC’s book-entry system has been obtained from
sources that the City believes to be reliable, but none of the City, the City’s Municipal Advisor or the Underwriter
take any responsibility for the accuracy thereof.
NONE OF THE CITY, THE TRUSTEE, THE PAYING AGENT, THE CITY’S MUNICIPAL ADVISOR
OR THE UNDERWRITER WILL HAVE ANY RESPONSIBILITY OR OBLIGATION TO THE DTC
PARTICIPANTS OR THE PERSONS FOR WHOM THEY ACT AS NOMINEE WITH RESPECT TO THE
PAYMENTS TO OR THE PROVIDING OF NOTICE FOR THE DTC PARTICIPANTS, THE INDIRECT
PARTICIPANTS OR THE BENEFICIAL OWNERS OF THE BONDS. THE CITY CANNOT AND DOES NOT
GIVE ANY ASSURANCES THAT DTC, THE DTC PARTICIPANTS OR OTHERS WILL DISTRIBUTE
PAYMENTS OF PRINCIPAL OF OR INTEREST ON THE BONDS PAID TO DTC OR ITS NOMINEE, AS THE
REGISTERED OWNER, OR PROVIDE ANY NOTICES TO THE BENEFICIAL OWNERS OR THAT THEY
WILL DO SO ON A TIMELY BASIS, OR THAT DTC WILL ACT IN THE MANNER DESCRIBED IN THIS
LIMITED OFFERING MEMORANDUM. THE CURRENT RULES APPLICABLE TO DTC ARE ON FILE WITH
THE SECURITIES AND EXCHANGE COMMISSION, AND THE CURRENT PROCEDURES OF DTC TO BE
FOLLOWED IN DEALING WITH DTC PARTICIPANTS ARE ON FILE WITH DTC.
LIMITATIONS APPLICABLE TO INITIAL PURCHASERS
Each initial purchaser is advised that the Bonds being offered pursuant to this Limited Offering Memorandum
are being offered and sold only to “accredited investors” as defined in Rule 501 of Regulation D promulgated under
the Securities Act of 1933 and “qualified institutional buyers” as defined in Rule 144A promulgated under the
Securities Act of 1933. Each initial purchaser of the Bonds (each, an “Investor”) will be deemed to have
acknowledged, represented and warranted to the City as follows:
1) The Investor has authority and is duly authorized to purchase the Bonds and to execute any
instruments and documents required to be executed by the Investor in connection with the purchase of the Bonds.
2) The Investor is an “accredited investor” under Rule 501 of Regulation D of the Securities Act of
1933 or a “qualified institutional buyer” under Rule 144A of the Securities Act of 1933, and therefore, has sufficient
knowledge and experience in financial and business matters, including purchase and ownership of municipal and other
tax-exempt obligations, to be able to evaluate the risks and merits of the investment represented by the Bonds.
3) The Bonds are being acquired by the Investor for investment and not with a view to, or for resale in
connection with, any distribution of the Bonds, and the Investor intends to hold the Bonds solely for its own account
for investment purposes and for an indefinite period of time, and does not intend at this time to dispose of all or any
part of the Bonds. However, the Investor may sell the Bonds at any time the Investor deems appropriate. The Investor
understands that it may need to bear the risks of this investment for an indefinite time, since any sale prior to maturity
may not be possible.
4) The Investor understands that the Bonds are not registered under the Securities Act of 1933 and that
such registration is not legally required as of the date hereof; and further understands that the Bonds (a) are not being
registered or otherwise qualified for sale under the “Blue Sky” laws and regulations of any state, (b) will not be listed
in any stock or other securities exchange, and (c) will not carry a rating from any rating service.
5) The Investor acknowledges that it has either been supplied with or been given access to information,
including financial statements and other financial information, and the Investor has had the opportunity to ask
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questions and receive answers from knowledgeable individuals concerning the City, the Improvement Areas #2-4
Improvements, the Bonds, the security therefor, and such other information as the Investor has deemed necessary or
desirable in connection with its decision to purchase the Bonds (collectively, the “Investor Information”). The Investor
has received a copy of this Limited Offering Memorandum relating to the Bonds. The Investor acknowledges that it
has assumed responsibility for its review of the Investor Information and it has not relied upon any advice, counsel,
representation or information from the City in connection with the Investor’s purchase of the Bonds. The Investor
agrees that none of the City, its councilmembers, officers, or employees shall have any liability to the Investor
whatsoever for, or in connection with the Investor’s decision to purchase the Bonds except for gross negligence, fraud
or willful misconduct, to the extent permitted by law. For the avoidance of doubt, it is acknowledged that the
Underwriter is not deemed an officer or employee of the City.
6) The Investor acknowledges that the obligations of the City under the Indenture are special, limited
obligations payable solely from amounts paid by the City pursuant to the terms of the Indenture and the City shall not
be directly or indirectly or contingently or morally obligated to use any other moneys or assets of the City for amounts
due under the Indenture. The Investor understands that the Bonds are not secured by any pledge of any moneys
received or to be received from taxation by the City, the State or any political subdivision or taxing district thereof;
that the Bonds will never represent or constitute a general obligation or a pledge of the faith and credit of the City, the
State or any political subdivision thereof; that no right will exist to have taxes levied by the State or any political
subdivision thereof for the payment of principal and interest on the Bonds; and that the liability of the City and the
State with respect to the Bonds is subject to further limitations as set forth in the Bonds and the Indenture.
7) The Investor has made its own inquiry and analysis with respect to the Bonds and the security
therefor. The Investor is aware that the development of the District involves certain economic and regulatory variables
and risks that could adversely affect the security for the Bonds.
8) The Investor acknowledges that the sale of the Bonds to the Investor is made in reliance upon the
certifications, representations and warranties described in items 1-7 above.
SECURITY FOR THE BONDS
The following is a summary of certain provisions contained in the Indenture. Reference is made to the
Indenture for a full statement of the terms and provisions of the Bonds. Investors must read the entire Indenture to
obtain information essential to the making of an informed investment decision. See “APPENDIX A – Form of
Indenture.”
General
THE BONDS ARE SPECIAL, LIMITED OBLIGATIONS OF THE CITY PAYABLE SOLELY FROM
THE PLEDGED REVENUES AND OTHER FUNDS COMPRISING THE TRUST ESTATE, AS AND TO THE
EXTENT PROVIDED IN THE INDENTURE. THE BONDS DO NOT GIVE RISE TO A CHARGE AGAINST
THE GENERAL CREDIT OR TAXING POWER OF THE CITY AND ARE PAYABLE SOLELY FROM THE
SOURCES IDENTIFIED IN THE INDENTURE. THE OWNERS OF THE BONDS SHALL NEVER HAVE THE
RIGHT TO DEMAND PAYMENT THEREOF OUT OF MONEY RAISED OR TO BE RAISED BY TAXATION,
OR OUT OF ANY FUNDS OF THE CITY OTHER THAN THE PLEDGED REVENUES, AS AND TO THE
EXTENT PROVIDED IN THE INDENTURE. NO OWNER OF THE BONDS SHALL HAVE THE RIGHT TO
DEMAND ANY EXERCISE OF THE CITY’S TAXING POWER TO PAY THE PRINCIPAL OF THE BONDS OR
THE INTEREST OR REDEMPTION PREMIUM, IF ANY, THEREON. THE CITY SHALL HAVE NO LEGAL
OR MORAL OBLIGATION TO PAY THE BONDS OUT OF ANY FUNDS OF THE CITY OTHER THAN THE
PLEDGED REVENUES AND OTHER FUNDS COMPRISING THE TRUST ESTATE. SEE “APPENDIX A –
FORM OF INDENTURE.”
The principal of, premium, if any, and interest on the Bonds are secured by a pledge of and a lien upon the
pledged revenues (the “Pledged Revenues”), consisting primarily of Assessments to be levied against the assessable
parcels or lots within Improvement Areas #2-4 of the District and other funds comprising the Trust Estate, all to the
extent and upon the conditions described herein and in the Indenture. See “APPENDIX A – Form of Indenture.” In
accordance with the PID Act, the City previously caused the preparation of an Amended and Restated Service and
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Assessment Plan in connection with the levy of assessments in the District (as further updated, amended and
supplemented, the “Service and Assessment Plan”), which describes the special benefit received by the property within
Improvement Areas #2-4 of the District, provides the basis and justification for the determination of special benefit
on such property, establishes the methodology for the levy of the assessments (including the Assessments), and
provides for the allocation of Pledged Revenues for payment of, premium, if any, and interest on the Bonds. The
Service and Assessment Plan, as amended and restated in connection with the issuance of the Bonds, will be reviewed
and updated annually for the purpose of determining the annual budget for improvements and the Annual Installments
(as defined below) of Assessments due in a given year. The determination by the City of the assessment methodology
set forth in the Service and Assessment Plan is the result of the discretionary exercise by the City Council of its
legislative authority and governmental powers and is conclusive and binding on all current and future landowners
within Improvement Areas #2-4 of the District. See “APPENDIX B — Form of Service and Assessment Plan.”
Pledged Revenues
The City is authorized by the PID Act, the Assessment Ordinance and other provisions of law to finance the
Improvement Areas #2-4 Improvements by levying Assessments upon properties in Improvement Areas #2-4 of the
District benefitted thereby. For a description of the assessment methodology and the amounts of Assessments
expected to be levied in Improvement Areas #2-4 of the District, see “ASSESSMENT PROCEDURES” and
“APPENDIX B — Form of Service and Assessment Plan.”
Under the Indenture, “Pledged Revenues” means, collectively, the (i) Assessment Revenues (excluding the
portion of the Assessments and Annual Installments collected for the payment of Annual Collection Costs and
Delinquent Collection Costs, as set forth in the Service and Assessment Plan), (ii) the moneys held in any of the
Pledged Funds and (iii) any additional revenues that the City may pledge to the payment of the Bonds.
“Assessment Revenues” means the revenues received by the City from the collection of Assessments,
including Prepayments, Annual Installments and Foreclosure Proceeds. “Annual Installment” means the sum of the
annual installments on the Assessments, including the annual installment of interest and principal, Additional Interest
and Annual Collection Costs. “Assessment” means an assessment levied against Assessed Property based on the
special benefit conferred on such Parcels by the Improvement Areas #2-4 Improvements.
The Indenture contains the covenant of the City that it will take and pursue all actions permissible under
Applicable Laws to cause the Assessments to be collected and the liens thereof to be enforced continuously. See
“SECURITY FOR THE BONDS — Pledged Revenue Fund.” See also “APPENDIX A — Form of Indenture” and
“APPENDIX B — Form of Service and Assessment Plan.”
The PID Act provides that the Assessments (including any reassessment, with interest, the expense of
collection and reasonable attorney’s fees, if incurred) are a first and prior lien (the “Assessment Lien”) against the
property assessed, superior to all other liens or claims, except liens and claims for State, county, school district, or
municipality ad valorem taxes and are a personal liability of and charge against the owners of property, regardless of
whether the owners are named and runs with the land. Pursuant to the PID Act, the Assessment Lien is effective from
the date of the Assessment Ordinance until the Assessments are paid (or otherwise discharged), and is enforceable by
the City Council in the same manner that an ad valorem property tax levied against real property may be enforced by
the City Council. See “ASSESSMENT PROCEDURES” herein. The Assessment Lien is superior to any homestead
rights of a property owner that were properly claimed after the adoption of the Assessment Ordinance. However, an
Assessment Lien may not be foreclosed upon if any homestead rights of a property owner were properly claimed prior
to the adoption of the Assessment Ordinance (“Pre-existing Homestead Rights”) for as long as such rights are
maintained on the property. See “BONDHOLDERS’ RISKS – Assessment Limitations.”
Collection and Deposit of Assessments
The Assessments shown on the Assessment Rolls, together with the interest thereon, shall be applied to the
payment of the principal of and interest on the Bonds as and to the extent provided in the Service and Assessment
Plan and the Indenture. In the event the City owes Rebatable Arbitrage to the United States Government, the
Assessments shall first be applied to pay the full amount of Rebatable Arbitrage owed by the City, prior to any transfers
to the Bond Fund.
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The Assessments assessed to pay debt service on the Bonds, together with interest thereon, are payable in
Annual Installments established by the Assessment Ordinance and the Service and Assessment Plan to correspond, as
nearly as practicable, to the debt service requirements for the Bonds. An Annual Installment of an Assessment has
been made payable in the Assessment Ordinance in each fiscal year of the City preceding the date of final maturity of
the Bonds which, if collected, will be sufficient to first pay debt service requirements attributable to Assessments in
the Service and Assessment Plan. Each Annual Installment is payable as provided in the Service and Assessment Plan
and the Assessment Ordinance.
A record of the Assessments on each parcel, tract or lot which are to be collected in each year during the term
of the Bonds is shown on the Assessment Rolls. Sums received from the collection of the Assessments to pay the
debt service requirements (including delinquent installments, Foreclosure Proceeds and penalties) and of the interest
thereon shall be deposited into the Bond Pledged Revenue Account of the Pledged Revenue Fund. Promptly after the
deposit of Foreclosure Proceeds into the Pledged Revenue Fund, the Trustee shall transfer such Foreclosure Proceeds
first to the Reserve Fund to restore any transfers from the Reserve Fund made with respect to the particular assessed
property to which the Foreclosure Proceeds relate, and second, to the Redemption Fund. After deposit of Foreclosure
Proceeds into the Reserve Fund, the Trustee shall deposit such Foreclosure Proceeds first into the Reserve Account if
the Reserve Account does not contain the Reserve Account Requirement and if it does contain the Reserve Account
Requirement, such Foreclosure Proceeds shall be deposited into the Delinquency and Prepayment Reserve Account.
If both the Reserve Account and Delinquency and Prepayment Reserve Account contain their respective amounts
required to be on deposit, the Trustee shall transfer such Foreclosure Proceeds to the Redemption Fund, to be used to
prepay the particular Assessment(s) to which the Foreclosure Proceeds relate pursuant to the terms of the Indenture.
See “SECURITY FOR THE BONDS — Pledged Revenue Fund” and “APPENDIX A — Form of Indenture.”
The portions of the Annual Installments of Assessments collected to pay Annual Collection Costs and
Delinquent Collection Costs shall be deposited in the Administrative Fund and shall not constitute Pledged Revenues.
Unconditional Levy of Assessments
The City will impose Assessments on the property within Improvement Areas #2-4 of the District to pay the
principal of and interest on the Bonds scheduled for payment from Pledged Revenues as described in the Indenture
and in the Service and Assessment Plan and coming due during each Fiscal Year. The Assessments will become
effective on the date of, and strictly in accordance with the terms of, the Assessment Ordinance. Each Assessment
may be paid immediately in full or in periodic Annual Installments over a period of time equal to the term of the
Bonds, which installments shall include interest on the Assessments. Pursuant to the Assessment Ordinance, interest
on the Assessments for each lot within the District began to accrue on the date specified in the Service and Assessment
Plan and, prior to issuance of the Bonds, is calculated at a rate specified in the Assessment Ordinance. After issuance
of the Bonds, interest on the Assessments for each lot within the District will accrue at a rate specified in the
Assessment Ordinance, but may not exceed the interest rate on the Bonds plus the 0.50% additional interest charged
on Assessments pursuant to Section 372.018 of the Act (“Additional Interest”). Such rate may be adjusted as described
in the Service and Assessment Plan. Each Annual Installment, including the interest on the unpaid amount of an
Assessment, shall be calculated on September 1 and shall be billed on or about October 1 of each year. Each Annual
Installment together with interest thereon shall be delinquent if not paid prior to February 1 of the following year. The
initial Annual Installments will be due when billed on or about October 1, 2026, and will be delinquent if not paid
prior to February 1, 2027.
As authorized by Section 372.018(b) of the PID Act, the City will calculate and collect each year while the
Bonds are Outstanding and unpaid, an amount to pay the annual costs incurred by the City in the administration and
operation of the District (the “Annual Collection Costs”). The portion of each Annual Installment used to pay the
Annual Collection Costs shall remain in effect from year to year until all Bonds are finally paid or until the City adjusts
the amount of the levy after an annual review in any year pursuant to Section 372.013 of the PID Act. The amounts
levied to pay Annual Collection Costs shall be due in the manner set forth in the Assessment Ordinance on October 1
of each year and shall be delinquent if not paid by February 1 of the following year. Amounts collected to pay Annual
Collection Costs do not secure repayment of the Bonds.
There is no discount for the early payment of Assessments.
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Assessments, together with interest, penalties, and expense of collection and reasonable attorneys’ fees, as
permitted by the Texas Tax Code, shall be a first and prior lien against the property assessed, superior to all other liens
and claims, except liens or claims for State, county, school district or municipality ad valorem taxes and shall be a
personal liability of and charge against the owner of the property regardless of whether the owners are named. The
lien for Assessments and penalties and interest began on the effective date of the Assessment Ordinance and continues
until the Assessments are paid or until all Bonds are finally paid.
Failure to pay an Annual Installment when due will not accelerate the payment of the remaining Annual
Installments of the Assessments and such remaining Annual Installments (including interest) shall continue to be due
and payable at the same time and in the same amount and manner as if such default had not occurred.
Perfected Security Interest
The lien on and pledge of the Trust Estate shall be valid and binding and fully perfected from and after the
Closing Date, without physical delivery or transfer of control of the Trust Estate, the filing of the Indenture or any
other act; all as provided in Texas Government Code, Chapter 1208, as amended, which applies to the issuance of the
Bonds and the pledge of the Trust Estate granted by the City under the Indenture, and such pledge is therefore valid,
effective and perfected. If State law is amended at any time while the Bonds are Outstanding such that the pledge of
the Trust Estate granted by the City under the Indenture is to be subject to the filing requirements of Texas Business
and Commerce Code, Chapter 9, as amended, then in order to preserve to the registered owners of the Bonds the
perfection of the security interest in said pledge, the City agrees to take such measures as it determines are reasonable
and necessary under Texas law to comply with the applicable provisions of Texas Business and Commerce Code,
Chapter 9, as amended, and enable a filing to perfect the security interest in said pledge to occur. See “APPENDIX
A — Form of Indenture.”
Pledged Revenue Fund
Immediately upon receipt thereof, the City shall transfer to the Trustee for deposit to the Pledged Revenue
Fund each Assessment and Annual Installment, other than the portion of each Assessment and Annual Installment
allocated to the payment of Annual Collection Costs and Delinquent Collection Costs, which shall be deposited to the
Administrative Fund in accordance with the Indenture. Specifically, following the initial deposit to the Pledged
Revenue Fund, the City shall transfer or cause to be transferred the following amounts from the Pledged Revenue
Fund to the following Accounts: (i) first, to the Bond Pledged Revenue Account of the Pledged Revenue Fund, an
amount sufficient to pay debt service on the Bonds next coming due, and (ii) second, if necessary, to the Reserve
Account of the Reserve Fund, an amount to cause the amount in the Reserve Account to equal the Reserve Account
Requirement. Notwithstanding the foregoing, the Additional Interest shall only be utilized for the purposes set forth
in the Indenture and, immediately following the initial deposit to the Pledged Revenue Fund, prior to any other
transfers or deposits being made as described in this paragraph, if the Delinquency and Prepayment Reserve Account
of the Reserve Fund does not contain the Delinquency and Prepayment Reserve Requirement and Additional Interest
is collected, then all such Additional Interest will be transferred into the Delinquency and Prepayment Reserve
Account until the Delinquency and Prepayment Reserve Requirement is met. In addition, in the event the City owes
Rebatable Arbitrage to the United States Government pursuant to the Indenture, the City shall provide written direction
to the Trustee to transfer to the Rebate Fund, prior to any other transfer described in this paragraph, the full amount
of Rebatable Arbitrage owed by the City, as provided in the Indenture. If any funds remain on deposit in the Pledged
Revenue Fund after the foregoing deposits and the deposits of Prepayments and Foreclosure Proceeds, as described
below, are made, the City shall have the option, in its sole and absolute discretion, to use such excess funds for any
one or more of the following purposes: (1) pay other costs of the Authorized Improvements, (2) pay other costs
permitted by the PID Act, or (3) deposit such excess into the Redemption Fund to redeem Bonds as provided in the
Indenture. Along with each transfer to the Trustee, the City shall provide a certificate as to the funds, accounts and
payments into which the amounts are to be deposited or paid.
From time to time as needed to pay the obligations relating to the Bonds, but no later than five (5) Business
Days before each Interest Payment Date, the Trustee shall withdraw from the Pledged Revenue Fund and transfer to
the Principal and Interest Account of the Bond Fund, an amount, taking into account any amounts then on deposit in
such Principal and Interest Account and any expected transfers from the Improvement Area #4 Capitalized Interest
Account to the Principal and Interest Account, such that the amount on deposit in the Principal and Interest Account
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equals the principal (including any Sinking Fund Installments) and interest due on the Bonds on the next Interest
Payment Date.
If, after the foregoing transfers and any transfer from the Reserve Fund as provided in the Indenture, there
are insufficient funds to make the payments provided in the preceding paragraph, the Trustee shall apply the available
funds in the Principal and Interest Account first to the payment of interest, then to the payment of principal (including
any Sinking Fund Installments) on the Bonds.
The Trustee shall transfer Prepayments to the Redemption Fund promptly after deposit of such amounts into
the Pledged Revenue Fund.
Promptly after the deposit of Foreclosure Proceeds into the Pledged Revenue Fund, the Trustee shall transfer
such Foreclosure Proceeds first to the Reserve Fund to restore any transfers from the Accounts within the Reserve
Fund made with respect to the particular Assessed Property to which the Foreclosure Proceeds relate (first to replenish
the Reserve Account Requirement, and second to replenish the Delinquency and Prepayment Reserve Requirement),
and second, to the Redemption Fund to be used to prepay assessments to which the Foreclosure Proceeds relate
pursuant to the Indenture.
After satisfaction of the requirement to provide for the final payment of the principal and interest on the
Bonds and to fund any deficiency that may exist in the Reserve Fund, the Trustee shall transfer any Pledged Revenues
remaining in the Pledged Revenue Fund for the purposes set forth in the Indenture, as directed by the City in a City
Order.
Bond Fund
On each Interest Payment Date, the Trustee shall withdraw from the Principal and Interest Account of the
Bond Fund and transfer to the Paying Agent/Registrar the principal (including any Sinking Fund Installments) and
interest then due and payable on the Bonds, less any amount to be used to pay interest on the Bonds on such Interest
Payment Date from the Improvement Area #4 Capitalized Interest Account as provided below.
If amounts in the Principal and Interest Account are insufficient for the purposes set forth in the paragraph
above, the Trustee shall withdraw from the Reserve Fund amounts to cover the amount of such insufficiency pursuant
to the Indenture. Amounts so withdrawn from the Reserve Fund shall be deposited in the Principal and Interest
Account of the Bond Fund and transferred to the Paying Agent/Registrar.
If, after the foregoing transfers and any transfer from the Reserve Fund as provided in the Indenture, there
are insufficient funds to make the payments provided in the first paragraph above, the Trustee shall apply the available
funds in the Principal and Interest Account first to the payment of interest, then to the payment of principal (including
any Sinking Fund Installments) on the Bonds.
Moneys in the Improvement Area #4 Capitalized Interest Account shall be used for the payment of all interest
due on the Bonds with respect to the Improvement Area #4 Assessment on March 15, 2027 and September 15, 2027.
Any amounts on deposit to the Improvement Area #4 Capitalized Interest Account after the foregoing payments shall
be transferred to the Improvement Area #4 Bond Improvement Account of the Project Fund, or if the Improvement
Area #4 Bond Improvement Account of the Project Fund has been closed as provided in in the Indenture, such amounts
shall be transferred to the Redemption Fund to be used to redeem Bonds in such a manner so as to reduce the Annual
Installments of Improvement Area #4 Assessments and the Improvement Area #4 Capitalized Interest Account shall
be closed.
Project Fund
Money on deposit in the Project Fund shall be used for the purposes specified in the Indenture.
Disbursements from the Costs of Issuance Account of the Project Fund shall be made by the Trustee to pay costs of
issuance of the Bonds pursuant to (i) one or more City Orders or (ii) the instructions on the closing memorandum to
be issued by the City's financial advisor as of the Closing Date and signed by the City's financial advisor.
Disbursements from the Bond Improvement Accounts of the Project Fund to pay Actual Costs shall be made by the
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Trustee upon receipt by the Trustee of a properly executed and completed Certificate for Payment. The funds from
the respective Bond Improvement Account of the Project Fund shall be disbursed in accordance with a Certificate for
Payment as described in the Reimbursement Agreement. Each such Certificate for Payment shall include a list of the
payees and the payments to be made to such payees as well as a statement that all payments shall be made by check
or wire transfer in accordance with the payment instructions set forth in such Certificate for Payment or in the invoices
submitted therewith and the Trustee may rely on such payment instructions with no duty to investigate or inquire as
to the authenticity of or authorization for the invoice or the payment instructions contained therein.
Except as provided in the Indenture, money on deposit in the Improvement Area #2 Bond Improvement
Account of the Project Fund shall be used solely to pay Actual Costs of the Improvement Area #2 Improvements,
money on deposit in the Improvement Area #3 Bond Improvement Account of the Project Fund shall be used solely
to pay Actual Costs of the Improvement Area #3 Improvements, and money on deposit in the Improvement Area #4
Bond Improvement Account of the Project Fund shall be used solely to pay Actual Costs of the Improvement Area #4
Improvements.
If the City Representative determines in his or her sole discretion that amounts then on deposit in any Bond
Improvement Account of the Project Fund are not expected to be expended for purposes of such Bond Improvement
Account of the Project Fund due to the abandonment, or constructive abandonment, of one or more of the Improvement
Areas #2-4 Improvements such that, in the opinion of the City Representative, it is unlikely that the amounts in such
Bond Improvement Account of the Project Fund will ever be expended for the purposes of the respective Bond
Improvement Account of the Project Fund, the City Representative shall file a City Order with the Trustee which
identifies the amounts then on deposit in the applicable Bond Improvement Account of the Project Fund that are not
expected to be used for purposes of such Bond Improvement Account of the Project Fund. If such City Order is so
filed, the identified amounts on deposit in such Bond Improvement Account of the Project Fund shall be transferred
to the Bond Fund or to the Redemption Fund (to redeem Bonds in such as manner as to reduce the Annual Installments
of the applicable Assessment(s)) as directed by the City Representative in a City Order filed with the Trustee. Upon
such transfers, the applicable Bond Improvement Account of the Project Fund shall be closed.
In making any determination pursuant to the Indenture, the City Representative may conclusively rely upon
a certificate of an Independent Financial Consultant
Upon the filing of a City Order stating that all Improvement Area #2 Improvements, Improvement Area #3
Improvements, or Improvement Area #4 Improvements, as applicable in the relevant context, have been completed
and that all Actual Costs have been paid with respect thereto, or that any Actual Costs are not required to be paid from
the respective Bond Improvement Account of the Project Fund pursuant to a Certificate for Payment, the Trustee shall
transfer the amount, if any, remaining within the respective Bond Improvement Account of the Project Fund to the
Bond Fund or to the Redemption Fund (to redeem Bonds in such as manner as to reduce the Annual Installments of
the applicable Assessment(s)) as directed by the City Representative in a City Order filed with the Trustee. Upon
such transfer, the respective Bond Improvement Account of the Project Fund shall be closed.
Upon a determination by the City Representative that all costs of issuance of the Bonds have been paid, any
amounts remaining in the Costs of Issuance Account shall be transferred to the Principal and Interest Account and
used to pay interest on the Bonds, as directed in a City Order filed with the Trustee, and the Costs of Issuance Account
shall be closed.
In the event the Developer has not completed the Improvement Areas #2-4 Improvements by June 23, 2031,
then the City may provide written direction to the Trustee to (i) transfer all funds on deposit in the Bond Improvement
Accounts of the Project Fund to the Redemption Fund to redeem Bonds pursuant to the Indenture. Upon such transfers,
the Bond Improvement Accounts of the Project Fund shall be closed.
Reserve Fund
The Reserve Account will be held by the Trustee for the benefit of the Bonds, and will be initially funded
with proceeds of the Bonds in the amount of the Reserve Account Requirement. Pursuant to the Indenture, the
“Reserve Account Requirement” for the Bonds shall be $___________, which is an amount equal to 100% of average
Annual Debt Service on the Bonds as of the date of issuance, (excluding payments to be made from the Improvement
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Area #4 Capitalized Interest Account); however, that such amount shall be reduced by the amount of any transfers
made to the Redemption Fund as a result of Prepayments; and provided further that as a result of (1) an optional
redemption or (2) an extraordinary optional redemption, the Reserve Account Requirement shall be reduced by a
percentage equal to the pro rata principal amount of Bonds redeemed by such redemption divided by the total principal
amount of the Outstanding Bonds prior to such redemption.
The City agrees with the Owners of the Bonds to accumulate and, when accumulated, maintain in the Reserve
Account, an amount equal to not less than the Reserve Account Requirement. All amounts deposited in the Reserve
Account shall be used and withdrawn by the Trustee for the purpose of making transfers to the Principal and Interest
Account of the Bond Fund as provided in the Indenture. The Trustee will transfer from the Pledged Revenue Fund to
the Delinquency and Prepayment Reserve Account on March 15 of each year, commencing March 15, 2027, an
amount equal to the Additional Interest until the Delinquency and Prepayment Reserve Requirement has been
accumulated in the Delinquency and Prepayment Reserve Account; provided, however, that at any time the amount
on deposit in the Delinquency and Prepayment Reserve Account is less than Delinquency and Prepayment Reserve
Requirement, the Trustee shall resume depositing the Additional Interest into the Delinquency and Prepayment
Reserve Account until the Delinquency and Prepayment Reserve Requirement has accumulated in the Delinquency
and Prepayment Reserve Account. In calculating the amounts to be transferred pursuant to the Indenture, the Trustee
may conclusively rely on the Annual Installment as shown on the applicable Assessment Roll in the Service and
Assessment Plan unless and until it receives a City Order directing that a different amount be used. The Additional
Interest shall continue to be collected and deposited pursuant to the Indenture until the Bonds are no longer
Outstanding. The “Delinquency and Prepayment Reserve Requirement” means an amount equal to 3.85% of the
principal amount of the then Outstanding Bonds. The City has allocated the Additional Interest authorized by the PID
Act for this purpose.
Whenever a transfer is made from the Reserve Fund to the Bond Fund due to a deficiency in the Bond Fund,
the Trustee shall provide written notice thereof to the City, specifying the amount withdrawn and the source of said
funds.
In the event of an extraordinary optional redemption of Bonds from the proceeds of a Prepayment pursuant
to the Indenture, the Trustee, pursuant to prior written directions from the City, shall transfer from the Reserve Account
of the Reserve Fund to the Redemption Fund the amount specified in such directions, which shall be an amount equal
to the principal amount of Bonds to be redeemed multiplied by the lesser of: (i) the amount required to be in the
Reserve Account of the Reserve Fund divided by the principal amount of Outstanding Bonds prior to the redemption,
and (ii) the amount actually in the Reserve Account of the Reserve Fund divided by the principal amount of
Outstanding Bonds prior to the redemption. If after such transfer, and after applying investment earnings on the
Prepayment toward payment of accrued interest, there are insufficient funds to pay the principal amount plus accrued
and unpaid interest on such Bonds to the date fixed for redemption of the Bonds to be redeemed as a result of such
Prepayment, the Trustee shall transfer an amount equal to the shortfall or any additional amounts to permit the
redemption of Bonds to be redeemed in minimum principal amounts of $1,000 from the Delinquency and Prepayment
Reserve Account to the Redemption Fund to be applied to the redemption of the Bonds.
Whenever, on any Interest Payment Date, or on any other date at the request of a City Representative, the
value of cash and Value of Investment Securities on deposit in the Reserve Account exceeds the Reserve Account
Requirement, the Trustee shall provide written notice to the City Representative of the amount of the excess. Such
excess shall be transferred to the Principal and Interest Account to be used for the payment of interest on the Bonds
on the next Interest Payment Date in accordance with the Indenture, unless within thirty days of such notice to the
City Representative, the Trustee receives a City Order instructing the Trustee to apply such excess: (i) to pay amounts
due under for Rebatable Arbitrage, (ii) to the Administrative Fund in an amount not more than the Annual Collection
Costs for the Bonds, (iii) to each of the Bond Improvement Accounts of the Project Fund, on a pro rata basis based
upon the respective amount initially deposited to each Bond Improvement Account of the Project Fund pursuant to
the Indenture, to pay Actual Costs if such application and the expenditure of funds is expected to occur within three
years of the date of the Indenture, or (iv) to the Redemption Fund to be applied to the redemption of the Bonds.
Whenever, on any Interest Payment Date, or on any other date at the written request of the City
Representative, the amounts on deposit in the Delinquency and Prepayment Reserve Account exceed the Delinquency
and Prepayment Reserve Requirement, the Trustee shall provide written notice to the City of the amount of the excess,
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and such excess shall be transferred, at the direction of the City pursuant to a City Order, to the Administrative Fund
for the payment of Annual Collection Costs or to the Redemption Fund. In the event that the Trustee does not receive
a City Order directing the transfer of such excess to the Administrative Fund within 45 days of providing notice to the
City of such excess, the Trustee shall transfer such excess to the Redemption Fund to redeem Bonds pursuant to the
Indenture and provide the City with written notification of the transfer. The Trustee shall incur no liability for the
accuracy or validity of the transfer so long as the Trustee made such transfer in full compliance with the Indenture.
Whenever, on any Interest Payment Date, the amount on deposit in the Bond Fund is insufficient to pay the
debt service on the Bonds due on such date, the Trustee shall transfer first from the Delinquency and Prepayment
Reserve Account of the Reserve Fund and second from the Reserve Account of the Reserve Fund to the Bond Fund
the amounts necessary to cure such deficiency.
At the final maturity of the Bonds, the amount on deposit in the Reserve Account and the Delinquency and
Prepayment Reserve Account shall be transferred to the Principal and Interest Account of the Bond Fund and applied
to the payment of the principal of the Bonds.
If, after a Reserve Account withdrawal, the amount on deposit in the Reserve Account is less than the Reserve
Account Requirement, the Trustee shall transfer from the Pledged Revenue Fund to the Reserve Account the amount
of such deficiency, but only to the extent that such amount is not required for the timely payment of principal, interest,
or Sinking Fund Installments.
If the amount held in the Reserve Fund together with the amount held in the Pledged Revenue Fund, the
Bond Fund and Redemption Fund is sufficient to pay the principal amount and of all Outstanding Bonds on the next
date the Bonds may be optionally redeemed by the City at a redemption price of par, together with the unpaid interest
accrued on such Bonds as of such date, the moneys shall be transferred to the Redemption Fund and thereafter used
to redeem all Bonds on such date.
Administrative Fund
Periodically, upon receipt, the City shall transfer to the Trustee, for deposit to the Administrative Fund, the
portion of the Annual Installment of Assessments allocated to the payment of Annual Collection Costs and Delinquent
Collection Costs as set forth in the Service and Assessment Plan. Moneys in the Administrative Fund shall be held
by the Trustee separate and apart from the other Funds created and administered under the Indenture and used as
directed by a City Order solely for the purposes set forth in the Service and Assessment Plan, including payment of
the Annual Collection Costs and Delinquent Collection Costs. See “APPENDIX B — Form of Service and
Assessment Plan.”
THE ADMINISTRATIVE FUND IS NOT PART OF THE TRUST ESTATE AND IS NOT
SECURITY FOR THE BONDS.
Defeasance
Any Outstanding Bonds shall, prior to the Stated Maturity or redemption date thereof, be deemed to have
been paid and no longer Outstanding within the meaning of the Indenture (a “Defeased Debt”), and particularly the
applicable provisions of the Indenture, when payment of the principal of, premium, if any, on such Defeased Debt,
plus interest thereon to the due date thereof (whether such due date be by reason of maturity, redemption, or otherwise),
either (1) shall have been made in accordance with the terms thereof, or (2) shall have been provided by irrevocably
depositing with the Trustee, in trust, and irrevocably set aside exclusively for such payment, (A) money sufficient to
make such payment or (B) Defeasance Securities that mature as to principal and interest in such amount and at such
times as will insure the availability, without reinvestment, of sufficient money to make such payment, and all necessary
and proper fees, compensation, and expenses of the Trustee pertaining to the Bonds with respect to which such deposit
is made shall have been paid or the payment thereof provided for to the satisfaction of the Trustee. Neither Defeasance
Securities nor moneys deposited with the Trustee pursuant to the Indenture nor principal or interest payments on any
such Defeasance Securities shall be withdrawn or used for any purpose other than, and shall be held in trust for, the
payment of the principal of and interest on the Bonds. Any cash received from such principal of and interest on such
Defeasance Securities deposited with the Trustee, if not then needed for such purpose, shall be reinvested in
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Defeasance Securities as directed by the City maturing at times and in amounts sufficient to pay when due the principal
of and interest on the Bonds on and prior to such redemption date or maturity date thereof, as the case may be. Any
payment for Defeasance Securities purchased for the purpose of reinvesting cash as aforesaid shall be made only
against delivery of such Defeasance Securities.
“Defeasance Securities” means Investment Securities then authorized by applicable law for the investment
of funds to defease public securities. “Investment Securities” means those authorized investments described in the
Public Funds Investment Act, Chapter 2256, Texas Government Code, as amended; and are, at the time made, included
in and authorized by the City’s official investment policy as approved by the City Council from time to time. Under
current State law, Investment Securities that are authorized for the investment of funds to defease public securities are
(a) direct, noncallable obligations of the United States of America, including obligations that are unconditionally
guaranteed by the United States of America; (b) noncallable obligations of an agency or instrumentality of the United
States of America, including obligations that are unconditionally guaranteed or insured by the agency or
instrumentality, and that, on the date the governing body of the City adopts or approves the proceedings authorizing
the issuance of refunding bonds, are rated as to investment quality by a nationally recognized investment rating firm
not less than “AAA” or its equivalent; and (c) noncallable obligations of a state or an agency or a county, municipality,
or other political subdivision of a state that have been refunded and that, on the date the governing body of the City
adopts or approves the proceedings authorizing the issuance of refunding bonds, are rated as to investment quality by
a nationally recognized investment rating firm not less than “AAA” or its equivalent.
There is no assurance that the current law will not be changed in a manner which would permit investments
other than those described above to be made with amounts deposited to defease the Bonds. Because the Indenture
does not contractually limit such investments, Owners may be deemed to have consented to defeasance with such
other investments, notwithstanding the fact that such investments may not be of the same investment quality as those
currently permitted under State law. There is no assurance that the ratings for U.S. Treasury securities used as
Defeasance Securities or that for any other Defeasance Security will be maintained at any particular rating category.
Events of Default
Each of the following occurrences or events constitutes an “Event of Default” under the Indenture:
1. The failure of the City to deposit the Pledged Revenues to the Pledged Revenue Fund;
2. The failure of the City to enforce the collection of the Assessments including the prosecution of
foreclosure proceedings, in accordance with the Indenture;
3. Default in the performance or observance of any covenant, agreement or obligation of the City under the
Indenture, other than a default under (iv) below, and the continuation thereof for a period of ninety (90)
days after written notice specifying such default and requiring same to be remedied shall have been given
to the City by the Trustee, which may give such notice in its discretion and which shall give such notice
at the written request of the Owners of not less than 51% in aggregate Outstanding principal amount of
the Bonds then Outstanding; provided, however, if the default stated in the notice is capable of cure but
cannot reasonably be cured within the applicable period, the City shall be entitled to a further extension
of time reasonably necessary to remedy such default so long as corrective action is instituted by the City
within the applicable period and is diligently pursued until such failure is corrected, but in no event for
a period of time of more than one hundred eighty (180) days after such notice; and
4. The failure to make payment of the principal of or interest on any of the Bonds when the same becomes
due and payable and such failure is not remedied within thirty (30) days thereafter.
Notwithstanding the foregoing, nothing in the Indenture will be viewed to be an Event of Default if it is in
violation of any applicable state law or court order.
Remedies in Event of Default
Upon the happening and continuance of any Event of Default, then and in every such case the Trustee may
proceed, and upon the written request of the Owners of not less than fifty-one percent (51%) in principal amount of
the Bonds then Outstanding hereunder shall proceed, to protect and enforce the rights of the Owners under the
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Indenture, by action seeking mandamus or by other suit, action, or special proceeding in equity or at law, in any court
of competent jurisdiction, for any relief to the extent permitted by Applicable Laws, including, but not limited to, the
specific performance of any covenant or agreement contained herein, or injunction; provided, however, that no action
for money damages against the City may be sought or shall be permitted.
THE PRINCIPAL OF THE BONDS SHALL NOT BE SUBJECT TO ACCELERATION UNDER ANY
CIRCUMSTANCES.
If the assets of the Trust Estate are sufficient to pay all amounts due with respect to Outstanding Bonds, in
the selection of Trust Estate assets to be used in the payment of Bonds due under the Indenture, the City shall
determine, in its absolute discretion, and shall instruct the Trustee by City Order, which Trust Estate assets shall be
applied to such payment and shall not be liable to any Owner or other Person by reason of such selection and
application. In the event that the City shall fail to deliver to the Trustee such City Order, the Trustee shall select and
liquidate or sell Trust Estate assets as provided in the following paragraph, and shall not be liable to any Owner, or
other Person, or the City by reason of such selection, liquidation or sale.
Whenever moneys are to be applied pursuant to the provisions of the Indenture relating to Events of Default,
irrespective of and whether other remedies authorized under the Indenture shall have been pursued in whole or in part,
the Trustee may cause any or all of the assets of the Trust Estate, including Investment Securities, to be sold. The
Trustee may so sell the assets of the Trust Estate and all right, title, interest, claim and demand thereto and the right
of redemption thereof, in one or more parts, at any such place or places, and at such time or times and upon such notice
and terms, specifically, in inverse order of value pursuant to a certified appraisal of real or personal property or market
value of investments as set forth in the U.S. Stock Exchange, and as may be required by law and apply the proceeds
thereof in accordance with the provisions of the Indenture. Upon such sale, the Trustee may make and deliver to the
purchaser or purchasers a good and sufficient assignment or conveyance for the same, which sale shall be a perpetual
bar both at law and in equity against the City, and all other Persons claiming such properties. No purchaser at any sale
shall be bound to see to the application of the purchase money proceeds thereof or to inquire as to the authorization,
necessity, expediency, or regularity of any such sale. Nevertheless, if so requested by the Trustee, the City shall ratify
and confirm any sale or sales by executing and delivering to the Trustee or to such purchaser or purchasers all such
instruments as may be necessary or, in the reasonable judgment of the Trustee, proper for the purpose which may be
designated in such request.
Restriction on Owner’s Actions
No Owner shall have any right to institute any action, suit or proceeding at law or in equity for the
enforcement of the Indenture or for the execution of any trust thereof or any other remedy under the Indenture, unless
(i) a default has occurred and is continuing of which the Trustee has been notified in writing as provided in the
Indenture, or of which it is deemed to have notice, (ii) such default has become an Event of Default and the Owners
of not less than fifty-one percent (51%) of the aggregate principal amount of the Bonds then Outstanding have made
written request to the Trustee and offered it reasonable opportunity either to proceed to exercise the powers granted
in the Indenture or to institute such action, suit or proceeding in its own name, (iii) the Owners have furnished to the
Trustee written evidence of indemnity as provided in the Indenture, (iv) the Trustee has for 60 days after such notice
failed or refused to exercise the powers granted in the Indenture, or to institute such action, suit, or proceeding in its
own name, (v) no direction inconsistent with such written request has been given to the Trustee during such 60-day
period by the Owners of not less than fifty-one percent (51%) of the aggregate principal amount of the Bonds then
Outstanding, and (vi) notice of such action, suit, or proceeding is given to the Trustee; however, no one or more
Owners of the Bonds shall have any right in any manner whatsoever to affect, disturb, or prejudice the Indenture by
its, his or their action or to enforce any right under the Indenture except in the manner provided in the Indenture, and
that all proceedings at law or in equity shall be instituted and maintained in the manner provided in the Indenture and
for the equal benefit of the Owners of all Bonds then Outstanding. The notification, request and furnishing of
indemnity set forth above shall be conditions precedent to the execution of the powers and trusts of the Indenture and
to any action or cause of action for the enforcement of the Indenture or for any other remedy under the Indenture.
Subject to provisions of the Indenture with respect to certain liabilities of the City, nothing in the Indenture
shall affect or impair the right of any Owner to enforce, by action at law, payment of any Bond at and after the maturity
thereof, or on the date fixed for redemption or the obligation of the City to pay each Bond issued under the Indenture
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to the respective Owners thereof at the time and place, from the source and in the manner expressed in the Indenture
and in the Bonds.
In case the Trustee or any Owners of Bonds shall have proceeded to enforce any right under the Indenture
and such proceedings shall have been discontinued or abandoned for any reason or shall have been determined
adversely to the Trustee or any Owners of Bonds, then and in every such case the City, the Trustee and the Owners of
Bonds shall be restored to their former positions and rights under the Indenture, and all rights, remedies and powers
of the Trustee shall continue as if no such proceedings had been taken.
Application of Revenues and Other Moneys After Event of Default
All moneys, securities, funds and Pledged Revenues and the income therefrom received by the Trustee
pursuant to any right given or action taken under the provisions of the Indenture with respect to Events of Default
shall, after payment of the cost and expenses of the proceedings resulting in the collection of such amounts, the
expenses (including Trustee’s counsel), liabilities, and advances incurred or made by the Trustee and the fees of the
Trustee in carrying out the Indenture during the continuance of an Event of Default, and notwithstanding the terms of
the Indenture related to the immediate remedies for a default, shall be applied by the Trustee, on behalf of the City, to
the payment of interest and principal or Redemption Price then due on Bonds, as follows:
i. FIRST: To the payment to the Owners entitled thereto all installments of interest then due in the
direct order of maturity of such installments, and, if the amount available shall not be sufficient to
pay in full any installment, then to the payment thereof ratably, according to the amounts due on
such installment, to the Owners entitled thereto, without any discrimination or preference; and
ii. SECOND: To the payment to the Owners entitled thereto of the unpaid principal of Outstanding
Bonds, or Redemption Price of any Bonds which shall have become due, whether at maturity or by
call for redemption, in the direct order of their due dates and, if the amounts available shall not be
sufficient to pay in full all the Bonds due on any date, then to the payment thereof ratably, according
to the amounts of principal due and to the Owners entitled thereto, without any discrimination or
preference.
The Trustee shall make payments to the Owners of Bonds pursuant to the provisions above within thirty (30)
days of receipt of such good and available funds, and the record date shall be the date the Trustee receives such good
and available funds.
In the event funds are not adequate to cure any of the Events of Default described above, the available funds
shall be allocated to the Bonds that are Outstanding in proportion to the quantity of Bonds that are currently due and
in default under the terms of the Indenture.
The restoration of the City to its prior position after any and all defaults have been cured, as provided above,
shall not extend to or affect any subsequent default under the Indenture or impair any right consequent thereon.
Investment or Deposit of Funds
Money in any Fund or Account established pursuant to the Indenture, other than the Reserve Fund, shall be
invested by the Trustee as directed by the City pursuant to a City Order filed with the Trustee in Investment Securities;
provided that all such deposits and investments shall be made in such manner that the money required to be expended
from any Fund or Account will be available at the proper time or times. Money in the Reserve Fund shall be invested
in such Investment Securities as directed by the City pursuant to a City Order filed with the Trustee, provided that the
final maturity of any individual Investment Security shall not exceed 270 days and the average weighted maturity of
any investment pool or no-load money market mutual fund shall not exceed 90 days.
Obligations purchased as an investment of moneys in any Fund or Account shall be deemed to be part of
such Fund or Account, subject, however, to the requirements of the Indenture for transfer of interest earnings and
profits resulting from investment of amounts in Funds and Accounts. Whenever in the Indenture any moneys are
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required to be transferred by the City to the Trustee, such transfer may be accomplished by transferring a like amount
of Investment Securities.
Against Encumbrances
Other than Refunding Bonds issued to refund all or a portion of the Bonds, the City shall not create and, to
the extent Pledged Revenues are received, shall not suffer to remain, any lien, encumbrance or charge upon the Pledged
Revenues or upon any other property pledged under the Indenture, except the pledge created for the security of the
Bonds, and other than a lien or pledge subordinate to the lien and pledge of such property related to the Bonds.
So long as Bonds are Outstanding under the Indenture, the City shall not issue any bonds, notes or other
evidences of indebtedness other than the Bonds and Refunding Bonds issued to refund all or a portion of the Bonds,
secured by any pledge of or other lien or charge on the Pledged Revenues or other property pledged under the
Indenture, other than a lien or pledge subordinate to the lien and pledge of such property related to the Bonds.
Additional Obligations or Other Liens
The City reserves the right to issue obligations under other indentures, assessment ordinances, or similar
agreements or other obligations which do not constitute or create a lien on the Trust Estate and are not payable from
Trust Estate, or any portion thereof.
Other than Refunding Bonds, the City will not create or voluntarily permit to be created any debt, lien or
charge on the Trust Estate, or any portion thereof, and will not do or omit to do or suffer to be done or omit to be done
any matter or things whatsoever whereby the lien of the Indenture or the priority of the Indenture might or could be
lost or impaired; provided, however, that the City has reserved the right to issue bonds or other obligations secured by
and payable from the Trust Estate so long as such pledge is subordinate to the pledge of the Trust Estate securing
payment of the Bonds.
Notwithstanding any contrary provision of the Indenture, the City shall not issue additional bonds, notes or
other obligations under the Indenture, secured by any pledge of or other lien or charge on the Trust Estate or other
property pledged under the Indenture, other than Refunding Bonds. The City reserves the right to issue Refunding
Bonds, the proceeds of which would be utilized to refund all or any portion of the Outstanding Bonds or Outstanding
Refunding Bonds and to pay all costs incident to the Refunding Bonds, as authorized by the laws of the State.
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SOURCES AND USES OF FUNDS
The following table summarizes the sources and uses of proceeds of the Bonds:
Sources of Funds:
Principal Amoun $
Total Sources $
Uses of Funds:
Deposit to Improvement Area #2 Bond Improvement Account of the Pro ect Fun $
Deposit to Improvement Area #3 Bond Improvement Account of the Pro ect Fun
Deposit to Improvement Area #4 Bond Improvement Account of the Pro ect Fun
Deposit to Cost of Issuance Account of the Pro ec Fun
Deposit to Improvement Area #4 Capitalized Interes Account of the Bond Fun
Deposit to Reserve Account of the Reserve Fun
Deposit to Administrative Fun
Underwriter’s Discount(1)
Total Uses $
(1) Includes Underwriter’s Counsel’s fee of $_______.
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DEBT SERVICE REQUIREMENTS
The following table sets forth the anticipated debt service requirements for the Bonds:
Year Ending
(September 1)
Principal
Interest
Total
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
2038
2039
2040
2041
2042
2043
2044
2045
2046
2047
2048
2049
2050
2051
2052
2053
2054
2055
2056
Total
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OVERLAPPING TAXES AND DEBT
Overlapping Taxes and Debt
The land within Improvement Areas #2-4 of the District has been, and is expected to continue to be, subject
to taxes and assessments imposed by taxing entities other than the City. Such taxes are payable in addition to the
Assessments to be levied by the City.
In addition to the City, Collin County, Texas, the Collin County Community College District (“Collin
College”), and the Anna Independent School District may each levy ad valorem taxes upon land in Improvement
Areas #2-4 of the District for payment of debt incurred by such governmental entities and/or for payment of
maintenance and operations expenses. The City has no control over the level of ad valorem taxes or special
assessments levied by such other taxing authorities. The following table reflects the overlapping ad valorem tax rates
currently levied on property located in Improvement Areas #2-4 of the District. The District is located within the
boundaries of the City and the Anna Independent School District, and within Collin County, Texas.
OVERLAPPING TAX RATES
Improvement
Area #2
Improvement
Area #3
Improvement
Area #4
Taxin Entit
Tax Year 2025
Ad Valorem Tax
Rate(1)
Tax Year 2025
Ad Valorem Tax
Rate(1)
Tax Year 2025
Ad Valorem Tax
Rate(1)
Cit of Anna $0.525073 $0.525073 $0.525073
Collin Count , Texas 0.149343 0.149343 0.149343
Collin Colle e 0.081220 0.081220 0.081220
Anna Independent School Distric 1.239900 1.239900 1.239900
Total Existin Tax Rate $1.995536 $1.995536 $1.995536
Estimated Average Annual Installment of
Assessments as tax rate equivalent per
Parcel(2)
$0.955880 $0.954718 $0.955468
Estimated Total Tax Rate and Average
Annual Installment as a tax rate
equivalent(2)
$2.951416 $2.950254 $2.951004
________________________________
(1) As reported by the taxing entities. Per $100 in taxable assessed value.
(2) Preliminary, subject to change. Source: P3Works, LLC. Derived from information presented in the Service and Assessment Plan
and the updated estimated home values provided by the Developer.
Source: Collin Central Appraisal District and the City.
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As noted above, Improvement Areas #2-4 of the District includes territory located in other governmental
entities that may issue or incur debt secured by the levy and collection of ad valorem taxes or assessments. Set forth
below is an overlapping debt table showing the outstanding indebtedness payable from ad valorem taxes with respect
to property within Improvement Areas #2-4 of the District and City debt secured by the Assessments:
OVERLAPPING DEBT – IMPROVEMENT AREA #2
Taxin or Assessin Entit
Gross
Outstanding Debt
as of 4/15/2026
Estimated
Percentage
Applicable(1)
Direct and
Estimated
Overlapping
Deb (1)
The City (Improvement Area #2 Assessments - The
Bonds)(2)
$ 3,835,000 100.000% $3,835,000
The City (Ad Valorem Taxes) 257,590,000 0.180% 463,417
Collin Count , Texas 910,405,000 0.003% 30,399
Collin Colle e 438,250,000 0.004% 15,649
Anna Independent School District 439,488,846 0.197% 865,772
TOTAL(2) $2,049,568,846 $5,210,237
OVERLAPPING DEBT – IMPROVEMENT AREA #3
Taxin or Assessin Entit
Gross
Outstanding Debt
as of 4/15/2026
Estimated
Percentage
Applicable(1)
Direct and
Estimated
Overlapping
Deb (1)
The City (Improvement Area #3 Assessments - The
Bonds)(2)
$ 2,452,000 100.000% $2,452,000
The City (Ad Valorem Taxes) 257,590,000 0.137% 352,104
Collin Count , Texas 910,405,000 0.003% 23,097
Collin Colle e 438,250,000 0.003% 11,890
Anna Independent School District 439,488,846 0.150% 657,813
TOTAL(2) $2,048,185,846 $3,496,903
OVERLAPPING DEBT – IMPROVEMENT AREA #4
Taxin or Assessin Entit
Gross
Outstanding Debt
as of 4/15/2026
Estimated
Percentage
Applicable(1)
Direct and
Estimated
Overlapping
Deb (1)
The City (Improvement Area #4 Assessments - The
Bonds)(2)
$ 3,590,000 100.000% $3,590,000
The City (Ad Valorem Taxes) 257,590,000 0.149% 384,968
Collin Count , Texas 910,405,000 0.003% 25,253
Collin Colle e 438,250,000 0.003% 13,000
Anna Independent School District 439,488,846 0.164% 719,211
TOTAL(2) $2,049,323,846 $4,732,431
(1) Based on values provided in the Appraisal and on the Tax Year 2025 Net Taxable Assessed Valuations for the taxing entities.
(2) Preliminary, subject to change.
Sources: Collin Central Appraisal District and Municipal Advisory Council of Texas
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Homeowner’s Association
In addition to the Assessments described above, the Developer anticipates that each lot owner in
Improvement Areas #2-4 of the District will pay a maintenance and operation fee and/or a property owner’s association
fee to a homeowner’s association (the “HOA”). The annual HOA fees are $1,080.
ASSESSMENT PROCEDURES
General
Capitalized terms used under this caption and not otherwise defined in this Limited Offering Memorandum
shall have the meanings given to such terms in the Service and Assessment Plan. As required by the PID Act, when
the City determines to defray a portion of the costs of the Improvement Areas #2-4 Improvements through
Assessments, it must adopt a resolution generally describing the Improvement Areas #2-4 Improvements and the land
within Improvement Areas #2-4 of the District to be subject to Assessments to pay the cost therefor. The City has
caused an assessment roll to be prepared for each of Improvement Area #2, Improvement Area #3 and Improvement
Area #4 (collectively, the “Assessment Rolls”), which Assessment Rolls will show the land within Improvement Areas
#2-4 of the District to be assessed, the amount of the benefit to and the Assessment against each lot or parcel of land
and the number of Annual Installments in which the Assessment is divided. The Assessment Rolls were or will be
filed with the City Secretary and made available for public inspection. Statutory notice was or will be given to the
owners of the property to be assessed and a public hearing will be conducted to hear testimony from affected property
owners as to the propriety and advisability of undertaking the Improvement Areas #2-4 Improvements and funding a
portion of the same with Assessments. The City expects to levy the Assessments and adopt the Assessment Ordinance
immediately prior to adopting the Bond Ordinance. After such adoption, the Assessments will become legal, valid
and binding liens upon the property against which the Assessments have been made.
Under the PID Act, the Actual Costs (as defined in the Service and Assessment Plan) of the Improvement
Areas #2-4 Improvements may be assessed by the City against the assessable property in Improvement Areas #2-4 of
the District so long as the special benefit conferred upon the assessed property in Improvement Areas #2-4 (the
“Assessed Property”) by the Improvement Areas #2-4 Improvements equals or exceeds the Assessments. The costs
of the Improvement Areas #2-4 Improvements may be assessed using any methodology that results in the imposition
of equal shares of cost on Assessed Property similarly benefited. The allocation of benefits and assessments to the
benefitted land within the District, including land in Improvement Areas #2-4, is set forth in the Service and
Assessment Plan, which should be read in its entirety. See “APPENDIX B — Form of Service and Assessment Plan.”
Assessment Methodology
The Service and Assessment Plan describes the special benefit to be received by each parcel of assessable
property as a result of the Improvement Areas #2-4 Improvements, provides the basis and justification for the
determination that such special benefit exceeds the Assessments being levied, and establishes the methodology by
which the City allocates the special benefit of the Improvement Areas #2-4 Improvements to parcels in a manner that
results in equal shares of costs being apportioned to parcels similarly benefited. As described in the Service and
Assessment Plan, a portion of the costs of the Improvement Areas #2-4 Improvements are being funded with proceeds
of the Bonds, which are payable from and secured by Pledged Revenues, including the Assessment Revenues.
As set forth in the Service and Assessment Plan, the City Council has determined that the Actual Costs
associated with the Improvement Area #2 Improvements will be allocated to the parcels against which the
Improvement Area #2 Assessments are levied by spreading the entire Improvement Area #2 Assessment across all
Assessed Property within Improvement Area #2 of the District on the ratio of estimated build-out value of each Parcel
in Improvement Area #2 to the estimated build-out value for all Parcels within Improvement Area #2 of the District.
As set forth in the Service and Assessment Plan, the City Council has determined that the Actual Costs
associated with the Improvement Area #3 Improvements will be allocated to the parcels against which the
Improvement Area #3 Assessments are levied by spreading the entire Improvement Area #3 Assessment across all
Assessed Property within Improvement Area #3 of the District on the ratio of estimated build-out value of each Parcel
in Improvement Area #3 to the estimated build-out value for all Parcels within Improvement Area #3 of the District.
27
As set forth in the Service and Assessment Plan, the City Council has determined that the Actual Costs
associated with the Improvement Area #4 Improvements will be allocated to the parcels against which the
Improvement Area #4 Assessments are levied by spreading the entire Improvement Area #4 Assessment across all
Assessed Property within Improvement Area #4 of the District on the ratio of estimated build-out value of each Parcel
in Improvement Area #4 to the estimated build-out value for all Parcels within Improvement Area #4 of the District.
The following table provides additional analysis with respect to special assessment methodology, including
the value to assessment burden ratio per unit (lot), equivalent tax rate per unit, and leverage per unit. The information
in the tables was obtained from and calculated using information provided in the Service and Assessment Plan and
the Appraisal. See “APPENDIX B — Form of Service and Assessment Plan.”
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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VALUE TO LIEN ANALYSIS, ASSESSMENT ALLOCATION, EQUIVALENT TAX RATE AND LEVERAGE PER RESIDENTIAL LOT TYPE UNIT IN
IMPROVEMENT AREAS #2-4 OF THE DISTRICT∗
Lot Type Planned No.
of Units
Estimated
Finished Lot
Value per unit(1)
Projected
Average Home
Value per unit(2)
Assessment
per unit
Average Annual
Installment per
unit
Tax Rate Equivalent of
Average Annual Installment
(per $100 Lot Value)
Tax Rate Equivalent of
Average Annual Installment
(per $100 Home Value)
Leverage
(Lot Value)
Leverage (Average
Home Value)
50’
(IA #2) 4 $100,000 $450,000 $47,345.68 $4,301.46 $4.3015 $0.9559 2.11 9.50
60’
(IA #2) 63 $120,000 $550,000 $57,866.94 $5,257.34 $4.3811 $0.9559 2.07 9.50
40’
(IA #3) 72 $80,000 $350,000 $34,055.56 $3,341.51 $4.1769 $0.9547 2.35 10.28
TH
(IA #4) 115 $57,500 $300,000 $31,217.39 $2,866.40 $4.9850 $0.9555 1.84 9.61
Source: P3Works, LLC, the Developer and information presented in the Service and Assessment Plan
(1) Lot value based on the Appraisal. See “APPRAISAL.”
(2) Home prices provided by the Developer.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
∗ Preliminary; subject to change.
29
For further explanation of the Assessment methodology, see “APPENDIX B — Form of Service and
Assessment Plan.”
The City has determined that the foregoing method of allocation will result in the imposition of equal shares
of the Assessments on parcels similarly situated within Improvement Areas #2-4 of the District. The Assessments
and interest thereon are expected to be paid in Annual Installments as described above. The determination by the City
of the assessment methodology set forth in the Service and Assessment Plan is the result of the discretionary exercise
by the City Council of its legislative authority and governmental powers and is conclusive and binding on the
Developer and all future owners and developers within the District. See “APPENDIX B — Form of Service and
Assessment Plan.”
Assessment Payer Concentration in Improvement Areas #2-4
The information appearing in the following table illustrates the assessment payer concentration in
Improvement Areas #2-4 of the District. [DEVELOPER TO PROVIDE LOT MIX; ADMINISTRATOR TO
COMPLETE TABLE]
Pro ert Owner(1)
Percentage
of Lots
Total Outstanding
Assessments∗
Percentage of
Assessments
MM ANNA 325 LLC
LENNAR
MATTAMY
FIRST TEXAS
Total 100.00% $9,877,000 100.00%
__________________
Source: The Administrator
1 Based on information provided by the Developer as of May 9, 2025.
Collection and Enforcement of Assessment Amounts
Under the PID Act, the Annual Installments may be collected in the same manner and at the same time as ad
valorem taxes of the City. The Assessments may be enforced by the City in the same manner that an ad valorem tax
lien against real property is enforced. Delinquent installments of the Assessments incur interest, penalties and
attorney’s fees in the same manner as delinquent ad valorem taxes. Under the PID Act, the Assessment Lien is a first
and prior lien against the property assessed, superior to all other liens and claims except liens or claims for State,
county, school district or municipality ad valorem taxes. See “BONDHOLDERS’ RISKS — Assessment Limitations”
herein.
In the Indenture, the City will covenant to collect, or cause to be collected, Assessments as provided in the
Assessment Ordinance. No less frequently than annually, City staff or a designee of the City shall prepare, and the
City Council shall approve, an Annual Service Plan Update to allow for the billing and collection of Annual
Installments. Each Annual Service Plan Update shall include updated Assessment Rolls and a calculation of the
Annual Installment for each Parcel. Annual Collection Costs shall be allocated among all Parcels pro rata based on
the ratio of the amount of outstanding Assessment remaining on the Parcel to the total outstanding Assessment.
In the Indenture, the City will covenant, agree and warrant that, for so long as any Bonds are Outstanding
that it will take and pursue all actions permissible under Applicable Laws to cause the Assessments to be collected
and the liens thereof enforced continuously, in the manner and to the maximum extent permitted by Applicable Laws,
and, to the extent permitted by Applicable Laws, to cause no reduction, abatement or exemption in the Assessments.
To the extent permitted by law, notice of the Annual Installments has been and will be sent by, or on behalf
of the City, to the affected property owners on the same statement or such other mechanism that is used by the City,
∗ Preliminary; subject to change.
30
so that such Annual Installments are collected simultaneously with ad valorem taxes and shall be subject to the same
penalties, procedures, and foreclosure sale in case of delinquencies as are provided for ad valorem taxes of the City.
The City will determine or cause to be determined, no later than February 15 of each year, whether or not
any Annual Installment is delinquent and, if such delinquencies exist, the City will order and cause to be commenced
as soon as practicable any and all appropriate and legally permissible actions to obtain such Annual Installment, and
any delinquent charges and interest thereon, including diligently prosecuting an action in district court to foreclose the
currently delinquent Annual Installment. Notwithstanding the foregoing, the City shall not be required under any
circumstances to purchase or make payment for the purchase of the delinquent Assessment or the corresponding
Assessed Property.
The City will implement the basic timeline and procedures for Assessment collections and pursuit of
delinquencies set forth in Exhibit D of the City’s Continuing Disclosure Agreement set forth in APPENDIX D-1 and
to comply therewith to the extent that the City reasonably determines that such compliance is the most appropriate
timeline and procedures for enforcing the payment of delinquent Assessments.
The City shall not be required under any circumstances to expend any funds for Delinquent Collection Costs
in connection with its covenants and agreements under the Indenture or otherwise other than funds on deposit in the
Administrative Fund.
Annual Installments will be paid to the City or its agent. Annual Installments are due on October 1 of each
year, and become delinquent on February 1 of the following year. In the event Assessments are not timely paid, there
are penalties and interest as set forth below:
Date Payment
Receive
Cumulative
Penalt
Cumulative
Interes Total
Februar 6% 1% 7%
March 7% 2% 9%
April 8% 3% 11%
Ma 9% 4% 13%
June 10% 5% 15%
Jul 12% 6% 18%
After July, the penalty remains at 12%, and interest accrues at the rate of 1% each month. In addition, if an
account is delinquent in July, a 20% attorney’s collection fee may be added to the total penalty and interest charge.
In general, property subject to lien may be sold, in whole or in parcels, pursuant to court order to collect the amounts
due. An automatic stay by creditors or other entities, including governmental units, could prevent governmental units
from foreclosing on property and prevents liens for post-petition taxes from attaching to property and obtaining
secured creditor status unless, in either case, an order lifting the stay is obtained from the bankruptcy court. In most
cases, post-petition Assessments are paid as an administrative expense of the estate in bankruptcy or by order of the
bankruptcy court.
Assessment Amounts
Assessment Amounts. The maximum amounts of the Assessments will be established by the methodology
described in the Service and Assessment Plan. The Assessment Rolls set forth for each year the Annual Installment
for each Assessed Property consisting of the annual payment allocable to the Bonds for each Assessed Property, which
amount includes: (1) principal; (2) interest; (3) Annual Collection Costs; and (4) Additional Interest, if applicable.
The Annual Installments for the Assessments may not exceed the amounts shown on the Assessment Rolls. The
Assessments will be levied against the parcels comprising the Assessed Property as indicated on the Assessment Rolls.
See “APPENDIX B — Form of Service and Assessment Plan” and “APPENDIX E — Reimbursement Agreement.”
If the debt service on issued and outstanding Bonds is reduced as the result of an economic refunding of the
Bonds, the Prepayment of the Assessments, or the redemption of the Bonds, then there would be a corresponding
reduction in the Assessments and the Annual Installments. See “APPENDIX B – Form of Service and Assessment
31
Plan.” In such case, the reduced Assessment and Annual Installment, as shown on the applicable Assessment Roll for
Improvement Areas #2-4, shall be reflected in the next Annual Service Plan Update and approved by City Council.
Method of Apportionment of Assessments. For purposes of the Service and Assessment Plan, the City Council
has determined that(i) the Improvement Area #2 Assessments shall be initially allocated to the Parcels consisting of
the Assessed Property based on the ratio of estimated build-out value of each Parcel in Improvement Area #2 to
estimated build-out value of all Parcels in Improvement Area #2, (ii) the Improvement Area #3 Assessments shall be
initially allocated to the Parcels consisting of the Assessed Property based on the ratio of estimated build-out value of
each Parcel in Improvement Area #3 to estimated build-out value of all Parcels in Improvement Area #3, and (iii) the
Improvement Area #4 Assessments shall be initially allocated to the Parcels consisting of the Assessed Property based
on the ratio of estimated build-out value of each Parcel in Improvement Area #4 to estimated build-out value of all
Parcels in Improvement Area #4.
Division Prior to Recording of Subdivision Plat. Upon the division of any Assessed Property prior to
the recording of subdivision plat, the Administrator shall reallocate the Assessment for the Assessed
Property prior to the division among the newly divided Assessed Properties according to the following
formula:
A = B x (C ÷ D)
Where the terms have the following meanings:
A = the Assessment for the newly divided Assessed Property
B = the Assessment for the Assessed Property prior to division
C = the estimated buildout value of the newly divided Assessed Property
D = the sum of the estimated buildout value for all of the newly divided Assessed Properties
The calculation of the buildout value of an Assessed Property shall be performed by the
Administrator and confirmed by the City Council based on information from homebuilders, market
studies, appraisals, Official Public Records of the County, and any other relevant information regarding
the Assessed Property, as provided by the Owner. The calculation as confirmed by the City Council
shall be conclusive.
The sum of the Assessments for all newly divided Assessed Properties shall equal the
Assessment for the Assessed Property prior to subdivision. The calculation shall be made separately for
each newly divided Assessed Property. The reallocation of an Assessment for an Assessed Property that
is a homestead under Texas law may not exceed the Assessment prior to the reallocation. Any
reallocation pursuant to this section shall be reflected in the next Annual Service Plan Update and
approved by the City Council.
Upon Subdivision by a Recorded Subdivision Plat. Upon the subdivision of any Assessed Property
based on a recorded subdivision plat, the Administrator shall reallocate the Assessment for the Assessed
Property prior to the subdivision among the new subdivided lots based on the estimated buildout value
according to the following formula:
A = [B x (C ÷ D)]/E
Where the terms have the following meanings:
A = the Assessment for the newly subdivided lot
B = the Assessment for the Parcel prior to subdivision
C = the sum of the estimated average buildout value of all newly subdivided lots with same
lot type
32
D = the sum of the estimated average buildout value for all of the newly subdivided lots
excluding Non-Benefitted Property
E= the number of newly subdivided lots with same lot type
Prior to the recording of a subdivision plat, the Owner shall provide the City an estimated
buildout value as of the date of the recorded subdivision plat for each lot created by the recorded
subdivision plat considering factors such as density, lot size, proximity to amenities, view premiums,
location, market conditions, historical sales, discussions with homebuilders, and any other factors that
may impact value. The calculation of the estimated average buildout value for a lot shall be performed
by the Administrator and confirmed by the City Council based on information provided by the Owner,
homebuilders, third party consultants, and/or the official public records of the County regarding the lot.
The sum of the Assessments for all newly subdivided lots shall not exceed the Assessment for
the portion of the Assessed Property subdivided prior to subdivision. The calculation shall be made
separately for each newly subdivided Assessed Property. The reallocation of an Assessment for an
Assessed Property that is a homestead under Texas law may not exceed the Assessment prior to the
reallocation. Any reallocation pursuant to this section shall be reflected in the next Annual Service Plan
Update and approved by the City Council.
Upon Consolidation. If two or more lots or Parcels are consolidated, the Administrator shall allocate
the Assessments against the lots or Parcels before the consolidation to the consolidated lot or Parcel,
which allocation shall be reflected in the next Annual Service Plan Update and approved by the City
Council.
Maximum Assessment. The Service and Assessment Plan establishes a “Maximum Assessment” for each lot
type in Improvement Areas #2-4 of the District, as shown in the table “Value to Lien Analysis, Assessment Allocation,
Equivalent Tax Rate and Leverage per Residential lot type Unit in
Improvement Areas #2-4 of the District” under the subheading “— Assessment Methodology” above. See also
“APPENDIX B — Form of Service and Assessment Plan.”
For further information about apportionment of the Assessments, See “APPENDIX B — Form of Service
and Assessment Plan.”
Prepayment of Assessments
The Indenture and the Service and Assessment Plan provide for certain optional and mandatory prepayments
as described below (each, a “Prepayment”). To the extent that any Assessment is prepaid, the lien on real property
associated with such Assessment prepayment shall be released and any rights of the Trustee and the bond owners to
request the City to proceed with foreclosure procedures for the purpose of protecting and enforcing the rights of the
bond owners with respect to such property shall terminate.
Voluntary Prepayments. Pursuant to the PID Act and the Indenture, the owner of any property assessed may
voluntarily prepay all or part of any Assessment levied against any lot or parcel, together with accrued interest to the
date of payment, at any time. Upon receipt of such prepayment, such amounts will be applied towards the redemption
or payment of the Bonds. Amounts received at the time of a prepayment which represent a payment of principal,
interest, or penalties on a delinquent installment of an Assessment are not to be considered a prepayment, but rather
are to be treated as payment of regularly scheduled Assessments.
Mandatory Prepayment of Assessments—Transfer to Exempt Entity. If Assessed Property is transferred to
a person or entity that is exempt from payment of the Assessments under applicable law or any portion of Assessed
Property becomes Non-Benefited Property, the owner transferring the Assessed Property or causing the portion to
become Non-Benefited Property shall pay to the City or the Administrator on behalf of the City the full amount of the
outstanding Assessment, plus Prepayment Costs and Delinquent Collection Costs, if any, for such Assessed Property,
prior to the transfer. If a reallocation causes the Assessment for any successor parcel to exceed the Maximum
Assessment, the owner of the Parcel being reallocated must partially prepay the Assessment to the extent it exceeds
33
the Maximum Assessment for such Parcel in an amount sufficient to reduce the Assessment to the Maximum
Assessment.
True-Up of Assessments if Maximum Assessment Exceeded at Plat. Prior to the City approving a final
subdivision plat, the Administrator will certify that such plat will not result in the Assessment per Lot for any Lot
Type exceeding the applicable Maximum Assessment. If the Administrator determines that the resulting Assessment
per Lot for any Lot Type will exceed the Maximum Assessment for that Lot Type, then (1) the Assessment applicable
to each Lot Type shall each be reduced to the Maximum Assessment, and (2) the person or entity filing the plat shall
pay to the City, or cause to be paid to the City, the amount the Assessment was reduced, plus Prepayment Costs and
Delinquent Collection Costs, if any, prior to the City approving the final plat. The City’s approval of a plat without
payment of such amounts does not eliminate the obligation of the person or entity filing the plat to pay such amounts.
Prepayment as a Result of an Eminent Domain Proceeding or Taking. Subject to applicable law, if any
portion of any Parcel of Assessed Property is taken from an owner as a result of eminent domain proceedings or if a
transfer of any portion of any Parcel of Assessed Property is made to an entity with the authority to condemn all or a
portion of the Assessed Property in lieu of or as a part of an eminent domain proceeding (a “Taking”), the portion of
the Assessed Property that was taken or transferred (the “Taken Property”) shall be reclassified as Non-Benefited
Property.
For the Assessed Property that is subject to the Taking as described in the preceding paragraph, the
Assessment that was levied against the Assessed Property (when it was included in the Taken Property) prior to the
Taking shall remain in force against the remaining Assessed Property (the Assessed Property less the Taken Property),
(the “Remaining Property”) following the reclassification of the Taken Property as Non-Benefited Property, subject
to an adjustment of the Assessment applicable to the Remaining Property after any required Prepayment as set forth
below. The owner will remain liable to pay in Annual Installments, or payable as otherwise provided by the Service
and Assessment Plan, as updated, or the PID Act, the Assessment that remains due on the Remaining Property, subject
to an adjustment in the Annual Installments applicable to the Remaining Property after any required Prepayment as
set forth below. Notwithstanding the foregoing, if the Assessment that remains due on the Remaining Property
exceeds the applicable Maximum Assessment, the owner will be required to make a Prepayment in an amount
necessary to ensure that the Assessment against the Remaining Property does not exceed such Maximum Assessment,
in which case the Assessment and Annual Installments applicable to the Remaining Property will be reduced by the
amount of the partial Prepayment. If the City receives all or a portion of the eminent domain proceeds (or payment
made in an agreed sale in lieu of condemnation), such amount shall be credited against the amount of Prepayment,
with any remainder credited against the assessment on the Remaining Property.
In all instances the Assessment remaining on the Remaining Property shall not exceed the applicable
Maximum Assessment.
By way of illustration, if an owner owns 100 acres of Assessed Property subject to $100 Assessment and 10
acres is taken through a Taking, the 10 acres of Taken Property shall be reclassified as Non-Benefited Property and
the remaining 90 acres of Remaining Property shall be subject to the $100 Assessment, (provided that this $100
Assessment does not exceed the Maximum Assessment on the Remaining Property). If the Administrator determines
that the $100 Assessment reallocated to the Remaining Property would exceed the Maximum Assessment on the
Remaining Property by $10, then the owner shall be required to pay $10 as a Prepayment of the Assessment against
the Remaining Property and the Assessment on the Remaining Property shall be adjusted to $90 and the Annual
Installments adjusted accordingly.
Notwithstanding the previous paragraphs in this subsection, if the owner notifies the City and the
Administrator that the Taking prevents the Remaining Property from being developed for any use which could support
the Estimated Buildout Value requirement, the owner shall, upon receipt of the compensation for the Taken Property,
be required to prepay the amount of the Assessment required to buy down the outstanding Assessment to the Maximum
Assessment on the Remaining Property to support the Estimated Buildout Value requirement. The owner will remain
liable to pay the Annual Installments on both the Taken Property and the Remaining Property until such time that such
Assessment has been prepaid in full.
34
Notwithstanding the previous paragraphs in this subsection, the Assessments shall not, however, be reduced
to an amount less than the outstanding Bonds.
Priority of Lien
The Assessments or any reassessment, the expense of collection, and reasonable attorney’s fees, if incurred,
constitute a first and prior lien against the property assessed, superior to all other liens and claims except liens or
claims for the State, county, school district or municipality ad valorem taxes, and are a personal liability of and charge
against the owners of the property regardless of whether the owners are named. The lien is effective from the date of
the Assessment Ordinance until the Assessment is paid, and may be enforced by the City in the same manner as an ad
valorem tax levied against real property may be enforced by the City. The owner of any property assessed may pay
the entire Assessment levied against any lot or parcel, together with accrued interest to the date of payment, at any
time.
Foreclosure Proceedings
In the event of delinquency in the payment of any Annual Installment, except for unpaid Assessments on
homestead property (unless the lien associated with the assessment attached prior to the date the property became a
homestead), the City is empowered to order institution of an action in state district court to foreclose the lien of such
delinquent Annual Installment. In such action the real property subject to the delinquent Annual Installments may be
sold at judicial foreclosure sale for the amount of such delinquent Annual Installments, plus penalties and interest.
Any sale of property for nonpayment of an installment or installments of an Assessment will be subject to
the lien established for remaining unpaid installments of the Assessment against such property and such property may
again be sold at a judicial foreclosure sale if the purchaser thereof fails to make timely payment of the non-delinquent
installments of the Assessments against such property as they become due and payable. Judicial foreclosure
proceedings are not mandatory. In the event a foreclosure is necessary, there could be a delay in payments to owners
of the Bonds pending prosecution of the foreclosure proceedings and receipt by the City of the proceeds of the
foreclosure sale. It is possible that no bid would be received at the foreclosure sale, and in such event there could be
an additional delay in payment of the principal of and interest on Bonds or such payment may not be made in full.
The City is not required under any circumstance to purchase the property or to pay the delinquent Assessment on the
corresponding Assessed Parcel.
In the Indenture, the City will covenant to take and pursue all actions permissible under Applicable Laws to
cause the Assessments to be collected and the liens thereof enforced continuously, in the manner and to the maximum
extent permitted by Applicable Laws, and to cause no reduction, abatement or exemption in the Assessments, provided
that the City is not required to expend any funds for collection and enforcement of Assessments other than funds on
deposit in the Administrative Fund. Pursuant to the Indenture, Foreclosure Proceeds (excluding Delinquent Collection
Costs) constitute Pledged Revenues to be deposited into the Pledged Revenue Fund upon receipt by the City and
distributed in accordance with the Indenture. See “APPENDIX A – Form of Indenture.” See also “APPENDIX D-1
– Form of City Disclosure Agreement” for a description of the expected timing of certain events with respect to
collection of the delinquent Assessments.
In the Indenture, the City creates the Prepayment and Delinquency Reserve Account under the Reserve Fund
and will fund such account as provided in the Indenture. The City will not be obligated to fund foreclosure proceedings
out of any funds other than in the Administrative Fund. If Pledged Revenues are insufficient to pay foreclosure costs,
the owners of the Bonds may be required to pay amounts necessary to continue foreclosure proceedings. See
“SECURITY FOR THE BONDS – Delinquency and Prepayment Reserve Account of the Reserve Fund,”
“APPENDIX A – Form of Indenture” and “APPENDIX B – Form of Service and Assessment Plan.”
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ASSESSMENT AND COLLECTION DATA IN THE DISTRICT
Collection and Delinquency History of Improvement Area #1 Assessments
THE FOLLOWING SUBSECTIONS SET FORTH, FOR INFORMATIONAL PURPOSES ONLY,
INFORMATION REGARDING COLLECTION HISTORY FOR IMPROVEMENT AREA #1 OF THE
DISTRICT RELATING TO THE IMPROVEMENT AREA #1 ASSESSMENTS. THE IMPROVEMENT
AREA #1 ASSESSMENTS ARE NOT PLEDGED TO AND WILL NOT BE AVAILABLE FOR PAYMENT
OF THE BONDS. NO ASSURANCES CAN BE MADE THAT COLLECTION OF THE ASSESSMENTS
WILL REFLECT THE HISTORICAL COLLECTION OF THE IMPROVEMENT AREA #1
ASSESSMENTS.
As of May 1, 2026, annual installment delinquencies of Improvement Area #1 Assessments were as follows:
(i) delinquent for greater than six months: $0; (ii) delinquent for greater than one year: $0; (iii) delinquent for greater
than two years: $0. The following table shows the collection and delinquency history in Improvement Area #1 of the
District:
COLLECTION AND DELINQUENCY HISTORY OF THE IMPROVEMENT AREA #1 ASSESSMENTS IN IMPROVEMENT AREA #1
OF THE DISTRICT
Fiscal
Year
Ending
9/30
Assessment
Levie
Parcels
Levie
Delinquent
Amount
as of 3/1
(following
ear)
Delinquent
Percentage
as of 3/1
(following
ear)
Delinquent
Amount
as of 9/1
(following
ear)
Delinquent
Percentage
as of 9/1
(following
ear)
Assessments
Collected(1)
2022 $82,000.01 5 $0.00 0.00% 0.00% 0.00% $82,000.01
2023 $929,656.47 5 $0.00 0.00% 0.00% 0.00% $929,656.47
2024 $974,020.61 499 $4,047.70 0.42% 0.00% 0.00% $974,020.61
2025 $939,202.00 499 $17,563.50 1.87% /A /A $921,637.53
2026(2) $939,845.54 499 $14,305.22 1.53% /A /A $925,540.32
__________________
(1) Does not include interest and penalties.
(2) Reflects collections as of March 1, 2026.
Source: The Administrator
Foreclosure History
As of May 1, 2026, there has never been a foreclosure sale of any of the assessed property within
Improvement Area #1 of the District.
Prepayment History of Assessments
As of May 1, 2026, there have been no prepayments of the Improvement Area #1 Assessments.
Collection and Delinquency History of Major Improvement Area Assessments
THE FOLLOWING SUBSECTIONS SET FORTH, FOR INFORMATIONAL PURPOSES ONLY,
INFORMATION REGARDING COLLECTION HISTORY FOR THE MAJOR IMPROVEMENT AREA OF
THE DISTRICT RELATING TO THE MAJOR IMPROVEMENT AREA ASSESSMENTS LEVIED
WITHIN THE MAJOR IMPROVEMENT AREA. THE MAJOR IMPROVEMENT AREA ASSESSMENTS
ARE NOT PLEDGED TO AND WILL NOT BE AVAILABLE FOR PAYMENT OF THE BONDS. NO
ASSURANCES CAN BE MADE THAT COLLECTION OF THE ASSESSMENTS WILL REFLECT THE
HISTORICAL COLLECTION OF THE MAJOR IMPROVEMENT AREA ASSESSMENTS.
As of May 1, 2026, Annual Installment delinquencies were as follows: (i) delinquent for greater than six
months: $0; (ii) delinquent for greater than one year: $0; (iii) delinquent for greater than two years: $0. The following
table shows the collection and delinquency history in the Major Improvement Area of the District:
36
COLLECTION AND DELINQUENCY HISTORY OF THE MAJOR IMPROVEMENT AREA ASSESSMENTS
Fiscal
Year
Ending
9/30
Assessment
Levie
Parcels
Levie
Delinquent
Amount
as of 3/1
(following
ear)
Delinquent
Percentage
as of 3/1
(following
ear)
Delinquent
Amount
as of 9/1
(following
ear)
Delinquent
Percentage
as of 9/1
(following
ear)
Assessments
Collected(1)
2022 $49,480.01 6 $0.00 0.00% $0.00 0.00% $49,480.01
2023 $32,092.98 6 $0.00 0.00% $0.00 0.00% $32,092.98
2024 $227,424.10 5 $0.00 0.00% $0.00 0.00% $227,424.10
2025 $231,229.81 5 $0.00 0.00% /A /A $231,229.81
2026(2) $228,579.16 5 $0.00 0.00% /A /A $228,579.16
__________________
(1) Does not include interest and penalties.
(2) Reflects collections as of March 1, 2026.
Source: The Administrator
Foreclosure History
As of May 1, 2026, there has never been a foreclosure sale of any of the assessed property within the Major
Improvement Area of the District.
Prepayment History of Major Improvement Area Assessments
As of March 17, 2026, the Developer prepaid the Major Improvement Area Assessments in full in the amount
of $2,376,991.67.
THE CITY
Background
The City is located in north central Collin County, 40 miles north of Dallas and 12 miles northwest of the
City of McKinney. Access to the City is provided by State Highway 121, State Highway 5, US-75, and Farm Road
455. The City covers approximately 15 square miles. Some of the services that the City provides are public safety
(police and fire protection), streets, water and sanitary sewer utilities, planning and zoning, and general administrative
services. The 2020 Census population for the City was 16,896, and the current estimated population is 34,100.
City Government
The City is a political subdivision and municipal corporation of the State, duly organized and existing under
the laws of the State, including the City's Home Rule Charter. The City was incorporated in 1913, and first adopted
its Home Rule Charter on May 7, 2005. The City operates under a Council/Manager form of government with a City
Council comprised of the Mayor and six Councilmembers elected for staggered three-year terms. The City Manager
is the Chief Administrative Officer for the City.
The current members of the City Council and their respective expiration of terms of office and the principal
administrators of the City are listed on page ii hereof.
City Water and Wastewater System
The City will provide both water and wastewater service to the District. The City’s existing water and
wastewater systems are sufficient to serve all of the property in Improvement Areas #2-4 of the District.
The City is currently served by ground water through nine water wells located at five different sites. These
nine wells produce a total of 3.4 million gallons per day. The City has a total elevated storage capacity of 1,500,000
gallons of water and five ground storage tanks with total storage capacity of 2,500,000 gallons.
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In partnership with the cities of Melissa, Van Alstyne, and Howe, Texas, the City is connected to a large
diameter water transmission line managed by the Greater Texoma Utility Authority (“GTUA”). The GTUA line
provides a connection to the North Texas Municipal Water District’s (“NTMWD”) water distribution system,
providing the City with access to treated surface water. This surface water line is part of the City’s long term water
supply plan. Currently the City has a maximum allowable take of 5,040 gallons per minute (“gpm”) from the GTUA
connection, providing the City with a maximum peak flow of treated water supply of 6,706 gpm. Both GTUA and
the City are working on capital projects which will increase the maximum treated water supply and storage.
GTUA expanded its Bloomdale Pump Station vault, which increased the GTUA total maximum flow to over
9,000 gpm. The City has completed an expansion of its Collin Pump Station site, which brought the existing 1-
million-gallon ground storage tank and new pumps online with adjacent wells to maximize storage and flow. The
City is currently constructing a 4-million-gallon ground storage tank at the Collin Pump Station site to further increase
storage capacity to a total of 6.5 million gallons. Additional water system expansion projects are identified in the
City’s capital improvement plan and the GTUA/CGMA capital improvement plan. The Development requires the
dedication to the City of a 1.5-3 acre site to be used as a site for a water tower and/or a fire station. The site will be
dedicated to the City in 2026 and, assuming it is used for a water tower, will increase storage capacity by 2 million
gallons.
The City’s sanitary sewer system consists of seven lift stations and two wastewater treatment facilities, being
the John R. Geren (Slayter Creek) Wastewater Treatment Plant on the east side of US 75 and the newly constructed
Hurricane Creek Regional Wastewater Treatment Plant on the west side of US 75. In addition, the City has two large
diameter sewer transmission lines that transport wastewater directly into the NTMWD’s wastewater system to the
South (Wilson Creek plant). The Slayter Creek Wastewater Treatment Plant is located on Slayter Creek, just north of
the confluence of Slayter Creek and Throckmorton Creek. The total treatment capacity of the City’s facility is
approximately 0.50 million gallons per day (“gpd”). A portion of the NTMWD regional sewer is located along
Throckmorton Creek, in the south-central part of the City and the other is located near Clemmons Creek in the
southeastern part of the City. The Slayter Creek Wastewater Treatment Plant is currently near capacity. The
transmission lines will soon be near capacity. The City recently completed the Slayter Creek Interceptor Sewer project
which now conveys wastewater flows in excess of the Slayter Creek Wastewater Treatment capacity to the NTMWD
regional wastewater system.
The City recently completed the initial phase of a new Hurricane Creek Regional Wastewater Treatment
Plant, which will significantly expand the City’s ability to collect and treat wastewater required for new development
west of US 75. The temporary treatment plan has been operational since March 2025 and can treat up to 0.5 mgd,
while the reaming phases are finished. In July 2025, the City issued certificates of obligation to fund the first full
phase of the new Hurricane Creek Regional Wastewater Treatment Plant, which is expected to have a capacity to treat
2 mgd of wastewater, with plans to gradually expand the plant’s capacity to 16 mgd. The City will use the new plant
to treat wastewater for its own residents as well as provide wholesale treatment for the cities of Van Alstyne and
Weston and various water districts in the area.
Major Employers
The major employers in the City are set forth in the table below.
Emplo e Product or Service Emplo ees
Anna ISD Education 1,057
Walmar Retail 453
Cit of Anna Governmen 203
Pate Rehab Medical 168
Texas Roadhouse Restauran 143
Home Depo Retail 134
Chic -Fil-A Restauran 97
Brookshire’s Retail 94
Love’s Travel Stop Retail 56
McDonalds Restauran 49
Source: City of Anna 2025 Comprehensive Annual Financial Report
38
Historical Employment in Collin County
Average Annual
2026(1) 2025 2024 2023 2022
Civilian Labor Force 703,207 703,565 691,133 665,876 636,637
Total Emplo e 676,211 676,281 664,644 641,544 615,503
Total Unemplo e 26,996 27,284 26,489 24,332 21,134
Unemplo ment Rate 3.8% 3.9% 3.8% 3.7% 3.3%
_____________
Source: Texas Workforce Commission.
(1) Data through March 2026.
Surrounding Economic Activity
The major employers of municipalities surrounding the City are set forth in the table below.
Source: Municpal Advisory Council of Texas
THE DISTRICT
General
The PID Act authorizes municipalities, such as the City, to create public improvement districts within their
boundaries or extraterritorial jurisdiction, and to impose assessments within the public improvement district to pay for
certain improvements. The District was created by the Creation Resolution for the purpose of undertaking and
39
financing the cost of certain public improvements within the District, including the Improvement Areas #2-4
Improvements, authorized by the PID Act and approved by the City Council that confer a special benefit on the District
property being developed. The District is not a separate political subdivision of the State and is governed by the City
Council. A map of the property within the District is included on page v hereof.
Powers and Authority
Pursuant to the PID Act, the City may establish and create the District and undertake, or reimburse a
developer for the costs of, improvement projects that confer a special benefit on property located within the District,
whether located within the City limits or the City’s extraterritorial jurisdiction. The District is currently located
entirely within the corporate limits of the City. The PID Act provides that the City may levy and collect Assessments
on property in the District, or portions thereof, payable in periodic installments based on the benefit conferred by an
improvement project to pay all or part of its cost.
Pursuant to the PID Act and the Creation Resolution, the City has the power to undertake, or reimburse a
developer for the costs of, the financing, acquisition, construction or improvement of the Improvement Areas #2-4
Improvements. See “THE IMPROVEMENT AREAS #2-4 IMPROVEMENTS.” Pursuant to the authority granted
by the PID Act and the Creation Resolution, the City has determined to undertake the construction, acquisition or
purchase of certain road, water, sanitary sewer, and storm drainage public improvements within Improvement Areas
#2-4 of the District comprising the Improvement Areas #2-4 Improvements and to finance a portion of the costs thereof
through the issuance of the Bonds. The City has further determined to provide for the payment of debt service on the
Bonds through Pledged Revenues. See “ASSESSMENT PROCEDURES” herein and “APPENDIX B — Form of
Service and Assessment Plan.”
THE IMPROVEMENT AREAS #2-4 IMPROVEMENTS
General
The Improvement Areas #2-4 Improvements consist of the costs of the Improvement Area #2 Improvements,
the Improvement #3 Improvements and the Improvement Area #4 Improvements. The Developer is responsible for
the completion of the construction of the Improvement Areas #2-4 Improvements. The City will pay a portion of the
project costs for the Improvement Areas #2-4 Improvements from proceeds of the Bonds.
Improvement Area #2 Improvements. The Improvement Area #2 Improvements, a portion of which are
being financed with proceeds of the Bonds, include road, water, sanitary sewer, and storm drainage improvements
benefitting only Improvement Area #2 of the District.
Water improvements: Improvements including trench excavation and embedment, trench safety, PVC
piping, manholes, service connections, testing, related earthwork, excavation, erosion control, and all
necessary appurtenances required to provide water service to all Lots within Improvement Area #2.
Sanitary sewer improvements: Improvements including trench excavation and embedment, trench safety,
PVC piping, ductile iron encasement, boring, manholes, service connections, testing, related earthwork,
excavation, erosion control and all necessary appurtenances required to provide wastewater service to all
Lots within Improvement Area #2.
Storm drainage improvements: Improvements including earthen channels, swales, curb and drop inlets,
RCP piping and boxes, headwalls, concrete flumes, rock rip rap, concrete outfalls, and testing as well as all
related earthwork, excavation, erosion control and all necessary appurtenances required to provide storm
drainage for all Lots within Improvement Area #2.
Street improvements: Improvements including subgrade stabilization, concrete and reinforcing steel for
roadways, testing, and barrier-free ramps. All related earthwork, excavation, erosion control, retaining walls,
intersections, and re-vegetation of all disturbed areas within the right-of-way are included. The street
improvements will provide benefit to each Lot within Improvement Area #2.
40
Soft Costs: Costs related to designing, constructing, and installing the Improvement Area #2 Improvements
including land planning and design, City fees, engineering, soil testing, survey, construction management,
contingency, District Formation Costs, legal costs, consultants, and costs associated with financing the
Improvement Area #2 Improvements.
Improvement Area #3 Improvements. The Improvement Area #3 Improvements, a portion of which are
being financed with proceeds of the Bonds, include road, water, sanitary sewer, and storm drainage improvements
benefitting only Improvement Area #3 of the District.
Water improvements: Improvements including trench excavation and embedment, trench safety, PVC
piping, manholes, service connections, testing, related earthwork, excavation, erosion control, and all
necessary appurtenances required to provide water service to all Lots within Improvement Area #3.
Sanitary sewer improvements: Improvements including trench excavation and embedment, trench safety,
PVC piping, ductile iron encasement, boring, manholes, service connections, testing, related earthwork,
excavation, erosion control and all necessary appurtenances required to provide wastewater service to all
Lots within Improvement Area #3.
Storm drainage improvements: Improvements including earthen channels, swales, curb and drop inlets,
RCP piping and boxes, headwalls, concrete flumes, rock rip rap, concrete outfalls, and testing as well as all
related earthwork, excavation, erosion control and all necessary appurtenances required to provide storm
drainage for all Lots within Improvement Area #3.
Street improvements: Improvements including subgrade stabilization, concrete and reinforcing steel for
roadways, testing, and barrier-free ramps. All related earthwork, excavation, erosion control, retaining walls,
intersections, and re-vegetation of all disturbed areas within the right-of-way are included. The street
improvements will provide benefit to each Lot within Improvement Area #3.
Soft Costs: Costs related to designing, constructing, and installing the Improvement Area #3 Improvements
including land planning and design, City fees, engineering, soil testing, survey, construction management,
contingency, District Formation Costs, legal costs, consultants, and costs associated with financing the
Improvement Area #3 Improvements.
Improvement Area #4 Improvements. The Improvement Area #4 Improvements, a portion of which are
being financed with proceeds of the Bonds, include road, water, sanitary sewer, and storm drainage improvements
benefitting only Improvement Area #4 of the District.
Water improvements: Improvements including trench excavation and embedment, trench safety, PVC
piping, manholes, service connections, testing, related earthwork, excavation, erosion control, and all
necessary appurtenances required to provide water service to all Lots within Improvement Area #4.
Sanitary sewer improvements: Improvements including trench excavation and embedment, trench safety,
PVC piping, ductile iron encasement, boring, manholes, service connections, testing, related earthwork,
excavation, erosion control and all necessary appurtenances required to provide wastewater service to all
Lots within Improvement Area #4.
Storm drainage improvements: Improvements including earthen channels, swales, curb and drop inlets,
RCP piping and boxes, headwalls, concrete flumes, rock rip rap, concrete outfalls, and testing as well as all
related earthwork, excavation, erosion control and all necessary appurtenances required to provide storm
drainage for all Lots within Improvement Area #4.
Street improvements: Improvements including subgrade stabilization, concrete and reinforcing steel for
roadways, testing, and barrier-free ramps. All related earthwork, excavation, erosion control, retaining walls,
intersections, and re-vegetation of all disturbed areas within the right-of-way are included. The street
improvements will provide benefit to each Lot within Improvement Area #4.
Soft Costs: Costs related to designing, constructing, and installing the Improvement Area #4 Improvements
including land planning and design, City fees, engineering, soil testing, survey, construction management,
41
contingency, District Formation Costs, legal costs, consultants, and costs associated with financing the
Improvement Area #4 Improvements.
The total costs of the Improvement Areas #2-4 Improvements (including costs of issuance of the Bonds) are
expected to be approximately $10,031,048∗. A portion of such costs is expected to be financed from proceeds of the
Bonds. The remainder of such costs has been and will be financed by the Developer. See “SOURCES AND USES
OF FUNDS” and “APPENDIX C – Service and Assessment Plan.”
The following table reflects the estimated total costs of the Improvement Areas #2-4 Improvements.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
∗ Preliminary; subject to change.
42
% Cost % Cost % Cost % Cost % Cost
Major Improvements[c]
Water 621,765$ -$ 621,765$ 50.96% 316,872$ 0.00% -$ 0.00% -$ 0.00% -$ 49.04% 304,893$
Sanitary Sewer 281,025 - 281,025 50.96% 143,220 0.00% - 0.00% - 0.00% - 49.04% 137,805
Storm Drainage 653,700 - 653,700 50.96% 333,147 0.00% - 0.00% - 0.00% - 49.04% 320,553
Street 1,673,701 - 1,673,701 50.96% 852,974 0.00% - 0.00% - 0.00% - 49.04% 820,727
Soft Costs[b]1,264,720 - 1,264,720 50.96% 644,544 0.00% - 0.00% - 0.00% - 49.04% 620,176
Contingency 113,172 - 113,172 50.96% 57,676 0.00% - 0.00% - 0.00% - 49.04% 55,496
4,608,083$ -$ 4,608,083$ 2,348,433$ -$ -$ -$ 2,259,650$
Improvement Area #1 Improvements
Water 1,130,975$ -$ 1,130,975$ 100.00% 1,130,975$ 0.00% -$ 0.00% -$ 0.00% -$ 0.00% -$
Sanitary Sewer 1,515,886 - 1,515,886 100.00% 1,515,886 0.00% - 0.00% - 0.00% - 0.00% -
Storm Drainage 928,453 - 928,453 100.00% 928,453 0.00% - 0.00% - 0.00% - 0.00% -
Street 4,120,809 - 4,120,809 100.00% 4,120,809 0.00% - 0.00% - 0.00% - 0.00% -
Soft Costs[b]1,431,205 - 1,431,205 100.00% 1,431,205 0.00% - 0.00% - 0.00% - 0.00% -
Contingency 188,896 - 188,896 100.00% 188,896 0.00% - 0.00% - 0.00% - 0.00% -
9,316,223$ -$ 9,316,223$ 9,316,223$ -$ -$ -$ -$
Improvement Area #2 Improvements
Water 494,147$ -$ 494,147$ 0.00% -$ 100.00% 494,147$ 0.00% -$ 0.00% -$ 0.00% -$
Sanitary Sewer 444,037 - 444,037 0.00% - 100.00% 444,037 0.00% - 0.00% - 0.00% -
Storm Drainage 342,204 - 342,204 0.00% - 100.00% 342,204 0.00% - 0.00% - 0.00% -
Street 1,362,540 - 1,362,540 0.00% - 100.00% 1,362,540 0.00% - 0.00% - 0.00% -
District Formation Costs 130,000 - 130,000 0.00% - 100.00% 130,000 0.00% - 0.00% - 0.00% -
Soft Costs[b]381,388 - 381,388 0.00% - 100.00% 381,388 0.00% - 0.00% - 0.00% -
3,154,316$ -$ 3,154,316$ -$ 3,154,316$ -$ -$ -$
Improvement Area #3 Improvements
Water 377,616$ -$ 377,616$ 0.00% -$ 0.00% -$ 100.00% 377,616$ 0.00% -$ 0.00% -$
Sanitary Sewer 388,073 - 388,073 0.00% - 0.00% - 100.00% 388,073 0.00% - 0.00% -
Storm Drainage 234,260 - 234,260 0.00% - 0.00% - 100.00% 234,260 0.00% - 0.00% -
Street 645,546 - 645,546 0.00% - 0.00% - 100.00% 645,546 0.00% - 0.00% -
District Formation Costs 105,000 - 105,000 0.00% - 0.00% - 100.00% 105,000 0.00% - 0.00% -
Soft Costs[b]333,432 - 333,432 0.00% - 0.00% - 100.00% 333,432 0.00% - 0.00% -
2,083,927$ -$ 2,083,927$ -$ -$ 2,083,927$ -$ -$
Improvement Area #4 Improvements
Water 392,946$ -$ 392,946$ 0.00% -$ 0.00% -$ 0.00% -$ 100.00% 392,946$ 0.00% -$
Sanitary Sewer 344,196 - 344,196 0.00% - 0.00% - 0.00% - 100.00% 344,196 0.00% -
Storm Drainage 244,379 - 244,379 0.00% - 0.00% - 0.00% - 100.00% 244,379 0.00% -
Street 1,194,908 - 1,194,908 0.00% - 0.00% - 0.00% - 100.00% 1,194,908 0.00% -
District Formation Costs 135,000 - 135,000 0.00% - 0.00% - 0.00% - 100.00% 135,000 0.00% -
Soft Costs[b]416,806 - 416,806 0.00% - 0.00% - 0.00% - 100.00% 416,806 0.00% -
2,728,234$ -$ 2,728,234$ -$ -$ -$ 2,728,234$ -$
Private Costs
Earthwork 2,243,284$ 2,243,284$ -$ 0.00% -$ 0.00% -$ 0.00% -$ 0.00% -$ 0.00% -$
Retaining Walls 1,994,505 1,994,505 - 0.00% - 0.00% - 0.00% - 0.00% - 0.00% -
Screen Walls and Entry Monument 500,000 500,000 - 0.00% - 0.00% - 0.00% - 0.00% - 0.00% -
Landscaping and Irrigation 800,000 800,000 - 0.00% - 0.00% - 0.00% - 0.00% - 0.00% -
Miscellaneous[b]1,443,640 1,443,640 - 0.00% - 0.00% - 0.00% - 0.00% - 0.00% -
6,981,429$ 6,981,429$ -$ -$ -$ -$ -$ -$
Bond Issuance Costs - IA#1 Initial Bonds and MIA Bonds
Debt Service Reserve Fund 773,690$ -$ 773,690$ 575,460$ -$ -$ -$ 198,230$
Capitalized Interest 705,464 - 705,464 409,547 - - - 295,917
Underwriter's Discount 245,920 - 245,920 188,000 - - - 57,920
Underwriter's Counsel 122,960 - 122,960 94,000 - - - 28,960
Cost of Issuance 763,286 - 763,286 569,883 - - - 193,404
2,611,321$ -$ 2,611,321$ 1,836,890$ -$ -$ -$ 774,431$
Bond Issuance Costs - IA#1 Additional Bonds
Debt Service Reserve Fund 278,451$ -$ 278,451$ 278,451$ -$ -$ -$ -$
Underwriter's Discount 107,790 - 107,790 107,790 - - - -
Cost of Issuance 269,918 - 269,918 269,918 - - - -
PID Administration Bond Preparation 12,290 - 12,290 12,290 - - - -
668,450$ -$ 668,450$ 668,450$ -$ -$ -$ -$
Bond Issuance Costs - Improvement Area #2-4 Bonds
Debt Service Reserve Fund 718,502$ -$ 718,502$ -$ 278,977$ 178,371$ 261,154$ -$
Capitalized Interest 266,667 - 266,667 - - - 266,667 -
Underwriter's Discount[d]296,310 - 296,310 - 115,050 73,560 107,700 -
Cost of Issuance 663,092 - 663,092 - 257,463 164,615 241,015 -
1,944,571$ -$ 1,944,571$ -$ 651,489$ 416,546$ 876,536$ -$
Other Costs
Deposit to Administrative Fund 190,000$ -$ -$ 35,000$ 40,000$ 40,000$ 40,000$ 35,000$
190,000$ -$ -$ 35,000$ 40,000$ 40,000$ 40,000$ 35,000$
Total 34,286,555$ 6,981,429$ 27,115,125$ 14,204,996$ 3,845,805$ 2,540,473$ 3,644,770$ 3,069,081$
Private Costs
Improvement Area #1
Projects
Major Improvement
Area ProjectsTotal Costs[a]
Improvement Area #2
Projects
Improvement Area #3
Projects
Improvement Area #4
ProjectsAuthorized
Improvements
43
Footnotes:
[a] The costs of the Improvement Area #1 Improvements and the Major Improvements are as provided and determined in the 2018 Assessment Ordinances and updated in the 2025
Amended and Restated Service and Assessment Plan. The costs of Improvement Area #2 Improvements, Improvement Area #3 Improvements, and Improvement Area #4 Improvements
are as provided in the Engineer's Report dated 11/4/2025 and subject to change, attached hereto as Appendix A. Authorized Improvement costs are estimates and will be updated with
each Annual Service Plan Update, or the Service and Assessment Plan as amended.
[b] Miscellaneous costs and soft costs include entitlements, development agreement, district creation, engineering & surveying, SWPPP, preliminary platting fee, final platting fee,
maintenance bond, engineering review fee, inspection fee, and geotechnical testing.
[c] The Major Improvements were allocated between Improvement Area #1 and the Major Improvement Area at the time the City Council approved the 2018 Assessment Ordinance based
on the ratio of Estimated Buildout Value of each area to the Estimated Buildout Value of the District.
[d] Includes the fee of counsel to the Underwriter.
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Ownership and Maintenance of Improvement Areas #2-4 Improvements
The Improvement Areas #2-4 Improvements have been or will be dedicated to and accepted by the City and
constitute a portion of the City’s infrastructure improvements. The City will provide for the ongoing operation,
maintenance and repair of the Improvement Areas #2-4 Improvements constructed and conveyed, as outlined in the
Service and Assessment Plan.
THE DEVELOPMENT
The following information has been provided by the Developer. Certain of the following information is
beyond the direct knowledge of the City, the City’s Municipal Advisor and the Underwriter, and none of the City, the
City’s Municipal Advisor or the Underwriter have any way of guaranteeing the accuracy of such information.
Overview
The Development is an approximately 290-acre master planned project located within the corporate limits of
the City, west of US-75 and north of Farm-to-Market Road 455, and north of the existing Villages of Hurricane Creek
Public Improvement District. It is anticipated that the existing W. Rosamond Parkway will be extended westward
across US-75 and through the District. The City, located in the north-central region of the Dallas-Fort Worth-
Arlington, Texas Metropolitan Statistical Area (the “DFW MSA”), is poised for significant growth as the overall DFW
MSA continues its growth trajectory. The Development is located within the Anna Independent School District.
The land within the Development is owned by the Developer, which is an affiliate of Centurion American
Custom Homes Inc. d/b/a Centurion American Development Group Inc. (“Centurion”), as described below in “THE
DEVELOPER — Description of the Developer.” The Developer develops infrastructure and community
improvements (amenities, parks, trails, etc.) and sells residential lots to high-quality production homebuilders under
lot takedown contracts. The Development will include a variety of parks, trails, an amenity center and open space
areas for its residents and others to enjoy. This combination will provide residents with a community environment in
which to live.
Development Plan and Status of Development
The Developer expects to complete the Development in phases over a 7-year period, with the expected
completion of the infrastructure serving the District in Q1 2028.
The Developer’s plans consist of the development of the District in phases beginning with the concurrent
development of the Major Improvements and the Improvement Area #1 Improvements, followed by phased
development of local infrastructure to serve each additional Improvement Area. Construction of the Improvement
Area #1 Improvements and the Major Improvements began in Q3 2021 and was completed in Q2 2023. The
Improvement Area #1 Improvements and the Major Improvements have been dedicated to and accepted by the City.
In addition to the Improvement Area #1 Improvements and the Major Improvements, the Developer has
completed construction of the Improvement Area #2 Improvements and the Improvement Area #3 Improvements.
Construction of the Improvement Area #2 Improvements began in Q4 2024 and was completed in February 2026.
Construction of the Improvement Area #3 Improvements began in Q4 2024 and was completed in February 2026.
Grading in Improvement Area #4 commenced in December 2025 and construction of the Improvement Area #4
Improvements began in April 2026. Construction of the Improvement Area #4 Improvements is expected to be
completed in Q2 2027. As of April 1, 2026, the Developer expended approximately $3,154,316 to complete the
Improvement Area #2 Improvements and $2,083,927 to complete the Improvement Area #3 Improvements, which
expenditures were financed with proceeds of the Phase 2 Loan. See “THE DEVELOPER – History and Financing of
the District.”
Proceeds of the Bonds are expected to pay for a portion of the costs of the Improvement Areas #2-4
Improvements. See “SOURCES AND USES OF FUNDS.” The Developer will pay the remainder of the costs of the
Improvement Areas #2-4 Improvements without reimbursement from the City.
45
Photographs of Development in the District
See APPENDIX G for photographs of completed development within Improvement Area #2 and
Improvement Area #3 of the District.
Concept Plan
On the following page is the current concept plan of the Development as approved by the City. The concept
plan is conceptual and subject to change consistent with the City’s zoning and subdivision regulations.
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46
47
Lot Purchase and Sale Agreements in the District
The Developer has entered into the Lot PSAs with Mattamy, Beazer, First Texas, Lennar, DR Horton, and
Siena for the sale of 861 of the 913 lots in the District, including Lot PSAs for all of the lots in Improvement Areas
#2-4 to Mattamy, Lennar, First Texas and Siena, as further described below. As of May 9, 2026, the Developer has
sold 484 of the 499 lots in Improvement Area #1, and 51 of the 139 lots in Improvement Areas #2-4 to homebuilders.
[DEVELOPER TO CONFIRM MATTAMY CLOSING]
Under the Lot PSAs, Beazer, First Texas, Mattamy, and Lennar have previously advanced a total of
approximately $5,466,332 in earnest money which was released to the Developer and utilized as part of the funds used
to refinance the Acquisition Loan as described under “THE DEVELOPER – History and Financing of The District.”
Additionally, DR Horton advanced a total of $90,000 in earnest money under its Lot PSA for Improvement Area #1,
which has been released to the Developer.
Mattamy has separately deposited $1,217,100 in earnest money at a title company for the benefit of the
Developer under the Mattamy Lot PSA, which has been released to the Developer. Such earnest money is secured by
a second lien earnest money deed of trust.
First Texas has separately deposited $579,600 in earnest money at a title company for the benefit of the
Developer under the Lot PSA relating to First Texas’ lots located in Improvement Area #2, which has been released
to the Developer. Upon the release of such earnest money, it is expected that the Developer will execute a second lien
deed of trust encumbering the applicable property to be purchased in Improvement Area #2.
Siena is expected to deposit $500,000 in earnest money under its Lot PSA no later than June 1, 2026 for the
townhome lots in Improvement Area #4, which earnest money will be used as a credit at closing of the townhome lots
in Improvement Area #4 under the Siena PSA. The Siena PSA also requires the Developer to complete the Amenity
Center within 36 months after substantial completion of the lots. Siena is owned and controlled by Mehrdad Moayedi,
a Developer principal. See “THE DEVELOPER – Executive Biography” herein
The following tables provide a summary of the terms of the Lot PSAs and the takedown schedule in
Improvement Areas #2-4 and the Future Improvement Areas.
LOT PURCHASE AND SALE AGREEMENTS IN IMPROVEMENT AREAS #2-4 AND FUTURE
IMPROVEMENT AREA
Improvement Areas #2-3
Improvement
Area Homebuilder
Total
Lots
Lot
Size
Base Price per
Lot* Fees
Assessment
Limitations Lots per Takedown
Lots Closed as
of May 9, 2026
2-3 Mattamy
26 40’ $70,000 $1,500 per lot amenity
fee, a $500 per lot
marketing fee and a
$3,400 per lot PID fee
N/A
15 lots at initial closing;
15 lots at or before 120
days after initial closing,
15 lots each 90-day
period thereafter**
15 4 50’ $87,500
23 60’ $105,000
2 Lennar 46 40’ $70,000
$2,000 additional Lot
Fee, $1,500 per lot
amenity fee, a $500 per
lot marketing fee,
$2,000 per lot
amendment fee and a
$3,400 per lot PID fee
Assessment
shall not
exceed
$43,000
7 lots at initial closing;
7 lots at or before 120
days after initial closing;
7 lots each 90-day period
thereafter**
16
2 First Texas 40 60’
$105,750.00 if
under takedown
schedule or
$100,750.00 if
bulk takedown
$1,500 per lot amenity
fee, a $500 per lot
marketing fee and a
$3,400 per lot PID fee
Assessment
shall not
exceed
$65,000
6 lots at initial closing; 6
lots each 90-day period
thereafter**
40
Total 139 71
48
* Excludes 6% annual escalator for Mattamy and Lennar and 7% annual escalator for First Texas.
**If homebuilder acquires more than the minimum number of lots required to be purchased during any period, then homebuilder shall receive a credit toward
homebuilder’s minimum purchase obligations in the immediately following period.
Improvement Area #4
Improvement
Area Homebuilder Total Lots Lot Size Base Price per Lot* Fees
Assessment
Limitations Lots per Takedown
4 Siena 115 TH $75,000
$1,500 per lot amenity
fee, a $500 per lot
marketing fee and a
$3,400 per lot PID fee
N/A
15 lots at initial
closing; 15 lots each
90-day period
thereafter
Total 115
* Excludes 7% annual escalator
**If homebuilder acquires more than the minimum number of lots required to be purchased during any period, then homebuilder shall receive a credit toward
homebuilder’s minimum purchase obligations in the immediately following period.
Future Improvement Area
Improvement
Area Homebuilder Total Lots Lot Size Base Price per Lot* Fees
Assessment
Limitations Lots per Takedown
Future Lennar 52 60’ $110,000
$2,000 additional Lot
Fee, $1,500 per lot
amenity fee, a $500 per
lot marketing fee,
$2,000 per lot
amendment fee and a
$3,400 per lot PID fee
Assessment shall not
exceed $65,000 and
Annual Installment
shall not exceed
$3,400
13 lots at initial
closing;
13 lots at or before
120 days after initial
closing;
13 lots each 90-day
period thereafter**
Future Beazer
55 70’ $105,000 $1,500 per lot amenity
fee, a $500 per lot
marketing fee and a
$3,400 per lot PID fee
Assessment shall not
exceed $33,000
7 lots at initial
closing, 7 lots each
90-day period
thereafter** 5 80’
$120,000
Total 112
* Excludes 6% annual escalator
**If homebuilder acquires more than the minimum number of lots required to be purchased during any period, then homebuilder shall receive a credit toward
homebuilder’s minimum purchase obligations in the immediately following period.
Status of Lot and Home Sales in Improvement Area #1
Set forth below is information regarding home and lot sales in Improvement Area #1 of the District as of
March 31, 2026.
Status of Home and Lot Sales in Improvement Area #1
Lot Type Qty. Completed Lots Average Lot
Price
Lots Closed to
Homebuilders(2)
Homes Under
Construction
Completed
Homes(1)
Homes Closed to
End Users
Average
Home Price
40’ 69 69 $46,000 66 5 58 39 $375,000
50’ 340 340 $57,000 338 8 298 285 $400,000
60’ 18 18 $68,000 18 0 18 18 $425,000
Townhome 72 72 $42,000 58 0 47 43 $350,000
Total 499 499 /A 480 13 421 385 /A
(1) Includes homes closed to end users.
(2) Information excludes 4 additional lots closed to builders after March 31, 2026.
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Expected Build-Out of the District
The Developer expects to complete the Development in multiple phases over a seven-year period. The
following tables provide the Developer’s actual and expected build-out schedule for the District.
ACTUAL/EXPECTED BUILD-OUT OF THE DISTRICT
Improvement Area Sin le-Famil Lots
Actual/Expected
Start of Internal
Infrastructure
Actual/Expected
Internal Infrastructure
Completion Date
Expected Final Lot
Sale Date
1 499 Q3 2021 Q2 2023 Q4 2025
2 67 Q4 2024 Q1 2026 Q4 2027
3 72 Q4 2024 Q1 2026 Q3 2027
4 115 Q4 2025(1) Q2 2027 Q3 2028
Future 160 Q3 2026 Q1 2028 Q1 2030
Total 913
(1) Grading commenced in Improvement Area #4 in Q4 2025. Construction of the Improvement Area #4 Improvements began in April 2026.
The following table sets out the actual (for lots previously conveyed) and expected (for lots not yet conveyed
to builders) takedown schedule based on takedown obligations in the Lot PSAs.
ACTUAL/EXPECTED ABSORPTION OF LOTS IN THE DISTRICT
Improvement Area #1 Improvement Areas #2-3
Actual/Expected Final
Sale Date Total Lots
Expected Final
Sale Date Total Lots
Q2 2023 23 Q2 2026 28
Q3 2023 58 Q3 2026 28
Q4 2023 113 Q4 2026 28
Q1 2024 89 Q1 2027 21
Q2 2024 78 Q2 2027 13
Q3 2024 39 Q3 2027 13
Q4 2024 18 Q4 2027 8
Q1 2025 24 Total 139
Q2 2025 20
Q3 2025 20
Q4 2025 17
Total 499
Improvement Area #4 Future Improvement Area
Expected Final
Sale Date Total Lots
Expected Final
Sale Date Total Lots
Q2 2027 15 Q1 2028 20
Q3 2027 15 Q2 2028 20
Q2 2027 15 Q3 2028 20
Q3 2027 15 Q4 2028 20
Q4 2027 15 Q1 2029 20
Q1 2028 15 Q2 2029 20
Q2 2028 15 Q3 2029 20
Q3 2028 10 Q4 2029 20
Total 115 Total 160
The actual home prices in Improvement Area #1 along with Developer’s current expectations regarding
estimated home prices in Improvement Areas #2-4 and the Future Improvement Areas of the District are as follows:
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ACTUAL/ESTIMATED LOT AND HOME PRICES IN THE DISTRICT
Improvement
Area # Lot Size (Width in Ft.) Quantity Base Lot Price* Estimated/Actual Average
Base Home Price**
1
40’ 69 $46,000 $375,000
50’ 340 $57,000 $400,000
60’ 18 $68,000 $425,000
Townhome 72 $42,000 $350,000
2 50’ 4 $87,000 $450,000
60’ 63 $105,000 $550,000
3 40’ 72 $70,000 $350,000
4 Townhome 115 $60,000 $300,000
Future
60’ 52 $72,000 $575,000
70’ 55 $105,000 $675,000
80’ 26 $120,000 $775,000
Senior Livin 27 $120,000 $603,000
* Excludes annual escalator and additional fees.
** Developer estimates for Improvement Area #2 and Improvement Area #3.
Future Improvement Area Bonds
Bonds (“Future Improvement Area Bonds”) to finance the cost of local improvements benefitting Future
Improvement Areas (“Future Improvement Area Improvements”) are anticipated to be issued in the future. The
estimated costs of the Future Improvement Area Improvements will be determined at the same time the Future
Improvement Areas are developed, and the Service and Assessment Plan will be updated to identify the Future
Improvement Area Improvements to be constructed within the applicable Future Improvement Area and financed by
each new series of Future Improvement Area Bonds. Such Future Improvement Area Bonds will be secured by
separate assessments levied pursuant to the PID Act on assessable property within the applicable Future Improvement
Area. The Developer anticipates that Future Improvement Area Bonds will be issued over a four-year period.
The Bonds, the 2021 IA #1 Bonds, the 2025 IA #1 Bonds, and any Future Improvement Area Bonds issued
by the City are separate and distinct issues of securities. The City reserves the right to issue Future Improvement Area
Bonds for any purpose permitted by the PID Act, including those described above.
Development Agreement
The City, BFB Ana 40 Acres, LLC (“BFB Ana”) and the Developer entered into the Sherley Tract
Subdivision Improvement Agreement effective as of June 9, 2020, as amended by the First Amended Sherley Tract
Subdivision Improvement Agreement effective as of July 14, 2020, as amended by the Second Amended Sherley Tract
Subdivision Improvement Agreement, effective as of October 11, 2022, as amended by the Third Amendment to
Sherley Tract Subdivision Improvement Agreement, effective as of June 24, 2025 (together, the “Development
Agreement”) which sets forth certain agreements between the City and the Developer relating to the development of
all property within the District, including the Developer’s and the City’s respective contributions to the Development,
and agreements relating to the TIRZ (as defined herein) and the issuance of public improvement district bonds for
development in the District. The Development Agreement also contains provisions relating to the property owned by
BFB Ana which is being developed as commercial development adjacent to the Development.
Under the Development Agreement, the Developer is obligated to:
• Fund and construct all water, road, and sanitary sewer improvements required to serve the
Development not constructed by the City pursuant to the Development Agreement;
• Prior to the issuance of a residential building permit for Improvement Area #1, fund and construct
Standridge Parkway, the E-W Collector and Shadybrook Trail waterlines described in the
Development Agreement.
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• On or before 150 days after final City acceptance of the Public Infrastructure for each phase,
complete construction of the landscaping, screening and entryways for such phase in accordance
with City regulations.
• Within six (6) years following the effective date of the Development Agreement, obtain building
permits and commence construction of a minimum of 10,000 square feet of additional non-
residential space to be located on the BFB Ana property.
• Prior to the City’s issuance of a building permit for the 401st single-family residential building permit
as pertains to residences in the Development, complete construction on the Amenity Center, which
shall have exterior masonry of not less than 80% (the “Amenity Center Completion Deadline”). The
Developer has completed construction of the Amenity Center.
• Within ten (10) months after the City’s acceptance of the Authorized Improvements for each phase,
fund and construct the trails for such phase.
• Fund and construct a community and botanical garden before the earliest of (i) the City’s issuance
of a building permit for the 801st single family residential building permit as pertains to residences
in the Development, (ii) six (6) months after construction of the Public Infrastructure necessary to
provide access to the community and botanical garden site is completed, or (iii) twelve (12) months
after the City’s acceptance of the Public Infrastructure for the third phase of the development.
Under the Development Agreement, the City is obligated to fund and construct a 36” regional sewer line
known as the Hurricane Creek Regional Trunk Sewer Improvements, and until such construction is finalized, fund
pump and haul sanitary sewer service in the Development and the neighboring Villages of Hurricane Creek Public
Improvement District, as needed. The City has funded and constructed such improvements.
The Development Agreement also sets forth the City’s commitment with respect to the use a portion of funds
generated by tax increment reinvestment zones formed within the District, including the TIRZ. The Development
Agreement provides that the “Maximum TIRZ Contribution” is an amount estimated to be $14,751,553, which amount
is subject to a TIRZ par amount of $6,638,200 plus interest and excluding TIRZ administrative expenses. In addition
to the listed Authorized Improvements (as defined in the Development Agreement) in the Development Agreement,
qualified public improvement projects such as roads, sewers, drainage, water, right-of-way, real estate acquisition
projects, and costs of issuance, capitalized interest, and reserve amounts, totaling $6,638,200 are included in the
Maximum TIRZ Contribution and the Authorized Improvements to the extent not already included therein.
Improvement Area #1 TIRZ
The City has created the TIRZ and was presented with the Tax Increment Reinvestment Zone Number Three,
City of Anna (the “TIRZ”) within the District coterminous with the boundaries of Improvement Area #1 of the District
and intends to use annual tax increment revenues collected, which tax increment will consist of approximately 50%
of all real property taxes levied, assessed and collected within the TIRZ on all real property in the TIRZ taxable by
the City therein, to pay that portion of the costs of the infrastructure benefiting Improvement Area #1 of the District
on a parcel-by-parcel basis. Such tax increment revenue, to the extent available, is expected to be used by the City to
offset Improvement Area #1 Assessments used to pay principal of and interest on the 2021 IA #1 Bonds and the 2025
IA #1 Bonds.
Zoning
The District is zoned as a planned development district in accordance with Ordinance 932-2021 adopted by
the City Council on August 24, 2021 (the “PDD Ordinance”). The PDD Ordinance allows for single-family
development with the SF-Z Single Family Residence District – Zero lot line homes, SF-TH Townhome District, SF-
60 Single-Family Residence District, SF-72 Single-Family Residence District, and SF-84 Single-Family Residence
District zoning districts within the District.
52
Amenities; Private Improvements
The Developer has and will construct certain amenities within the development as part of the costs of the
private improvements to serve the District, including hike and bike trails, open space improvements, a dog park, a
community and botanical garden, and an amenity center (collectively, the “Amenities”). The amenity center will
consist of a swimming pool, a children’s pool, a playground with seating area, ornamental metal fencing, landscaping,
a clubhouse with fitness center with weight room and cardiovascular equipment, a kitchen, a meeting area, and
restrooms.
Construction of the Amenities other than the amenity center and applicable to each phase will be completed
on a phase-by-phase basis as each phase is developed. Construction of the Amenities applicable to Improvement Area
#2 and Improvement Area #3, excluding the amenity center, were completed in February 2026. Construction of the
Amenities allocable to Improvement Area #4 is expected to be completed in Q2 2027. The total costs to complete the
Amenities allocable to Improvement Areas #2-4 (excluding the amenity center) are expected to be approximately $1.5
million, which costs have been and will be funded with the Phase 2 Loan and Developer equity. As of April 1, 2026,
the Developer had expended $1,035,310 on the Amenities allocable to Improvement Areas #2-4.
The Developer began construction of the amenity center in Q2 2024 and completed the amenity center in
February 2026. The Developer expended approximately $1,500,000 on constructing the amenity center, which costs
were funded with the Acquisition and Development Loan, the Phase 2 Loan and builder amenity fees.
The Development Agreement requires the neighborhood trails to be constructed as required or necessary for
each phase of the Development, and the Developer shall complete construction of each portion of the Neighborhood
Trails within ten (10) months after the City’s acceptance of the Authorized Improvements for the applicable phase.
The Development Agreement requires that the community and botanical garden shall be completed on or before the
earliest of the following occurrences: (1) the City’s issuance of a building permit for the 801st single-family residential
building permit as pertains to residences on the Property, (2) six months after construction of the Public Infrastructure
necessary to provide access to the Community and Botanical Garden site is completed, or (3) twelve months after City
acceptance of the Public Infrastructure for the third phase of the Development.
In addition to the Amenities, the Developer has constructed certain private improvements consisting of
earthwork, retaining walls, screen walls and entry monuments, landscaping and irrigation, and other improvements
(the “Private Improvements”). The total costs to complete the Private Improvements allocable to Improvement Areas
#2-4 are expected to be approximately $2,437,789.40. The Private Improvements allocable to Improvement Areas
#2-4 have been and will be financed with the Phase 2 Loan and Developer equity. As of April 1, 2026, the Developer
has expended $1,989,685 on the costs of the Private Improvements.
The Amenities and Private Improvements have been or will be dedicated to the HOA and the HOA will
provide for the ongoing operation, maintenance and repair of the Private Improvements and Amenities through the
administration of a maintenance and operation fee and/or a property owner’s association fee to be paid by each lot
owner within the District.
Education
Children in the District will attend schools in the Anna Independent School District (“AISD”) which
encompasses 64 square miles. AISD serves the community of Anna and other portions of Collin County. AISD
enrolls over 6,000 students in one high school, two middle schools, four elementary schools, and a special programs
center. Children in the Development will attend Sue Evelyn Rattan Elementary School (2.8 miles from the District),
Clemons Creek Middle School (5 miles from the District), and Anna High School (4.2 miles from the District).
According to the Texas Education Agency (“TEA”), AISD, Sue Evelyn Rattan Elementary School and Clemons Creek
Middle each received an accountability rating of “C”, and Anna High School received an accountability rating of “A”
from the TEA for the 2024-2025 school year. Greatschools.org rates Anna High School a 5/10 and Sue Evelyn Rattan
Elementary School a 6/10. Clemons Creek Middle School has not yet received a rating from Greatschools.org.
It is expected that a school will be built on site to serve the District in the future, and the Developer and
CADG Hurricane Creek, LLC (a Developer affiliate) collectively deeded approximately 15.3 acres to AISD for the
53
construction of such school in May 2025. AISD has begun construction of the school, which is expected to open in
Fall 2027.
Existing Mineral Rights, Easements and Other Third-Party Property Rights
Third parties hold title to certain rights applicable to real property within and around the District (the “Mineral
Owners”), including reservations of mineral rights and royalty interests and easements (collectively, the “Third-Party
Property Rights”) pursuant to various instruments in the chain of title for various tracts of land within and immediately
adjacent to the District. Some of these reservations of mineral rights include a waiver by the Mineral Owners of their
right to enter onto the surface of the property to explore, develop, drill, produce or extract minerals within the District.
If the waiver is applicable, such Mineral Owners may only develop such mineral interests by means of wells drilled
on land outside of the property of the District.
The Developer is not aware of any ongoing mineral rights development or exploration on or adjacent to the
property within the District. The Developer is not aware of any interest in real property (including mineral rights)
owned by the Mineral Owners adjacent to the District. Certain rules and regulations of the Texas Railroad
Commission may also restrict the ability of the Mineral Owners to explore or develop the property due to well density,
acreage, or location issues.
Although the Developer does not expect the above-described Third-Party Property Rights, or the exercise of
such rights or any other third-party real property rights in or around the District, to have a material adverse effect on
the Development, the property within the District, or the ability of landowners within the District to pay Assessments,
the Developer makes no guarantee as to such expectations. See “BONDHOLDERS’ RISKS — Exercise of Third-
Party Property Rights.”
Environmental
A Phase One Environmental Site Assessment (a “Phase One ESA”) of an assemblage, which included the
land within the District, was completed on April 4, 2019. Based on the information presented in the Phase One ESA,
there was no evidence that the Development was under environmental regulatory review or enforcement action. The
site reconnaissance, regulatory database review and historical source review revealed no evidence of recognized
environmental conditions involving the site.
According to the website for the United States Fish and Wildlife Service, the whooping crane is an
endangered species in Collin County. The Developer is not aware of any endangered species located on District
property.
Flood Designation
According to the Federal Emergency Management Agency (FEMA) Flood Insurance Rate Map (FIRM)
48085C0155J, revised on June 2, 2009, Panel 155 of 600 (the “FIRM Map”), the special flood hazard area as defined
by the FIRM Map is the area subject to flooding by the 1% annual chance flood. The majority of the District is located
in Zone X (unshaded), which is not designated a special flood hazard area according to the FIRM Map. According to
the FIRM Map legend, Zone X unshaded is defined as areas determined to be outside the 0.2% annual chance
floodplain. However, an approximately 35.7-acre portion of the property, the areas along the Hurricane Creek
Tributary, crossing the northwest portion of the District are located in special flood hazard areas subject to inundation
by the 100-year flood, defined as Zone A. Zone A is defined as areas within the Special Flood Hazard Area where no
base flood elevations have been determined. Mandatory flood insurance purchase requirements apply in areas
designated as Zone A. All property designated as Zone A in the District is expected to be undeveloped open space
and the Developer does not intend to reclaim any such land. A portion of such land, approximately 60.496 acres is
located in Improvement Areas #2-4. All land located in the floodplain in Improvement Areas #2-4 is expected to be
used as open space.
Utilities
Water and Wastewater. The City will provide both water and wastewater service to the District. The City’s
54
water distribution system and wastewater collection and treatment system currently have sufficient capacity to provide
water and wastewater service to the District. See “THE CITY – City Water and Wastewater System.”
Other Utilities. The Developer expects additional utilities to be provided by: (1) Phone/Data - AT&T
Spectrum; (2) Electric – Greyson-Collin Electric Cooperative; (3) Cable – AT&T Spectrum; and (4) Natural Gas -
Atmos Energy.
THE DEVELOPER
The following information has been provided by the Developer. Certain of the following information is
beyond the direct knowledge of the City, the City’s Municipal Advisor and the Underwriter, and none of the City, the
City’s Municipal Advisor or the Underwriter have any way of guaranteeing the accuracy of such information.
General
In general, the activities of a developer in a development such as the District include purchasing the land,
designing the subdivision, including the utilities and streets to be installed and any community facilities to be built,
defining a marketing program and building schedule, securing necessary governmental approvals and permits for
development, arranging for the construction of roads and the installation of utilities (including, in some cases, water,
sewer, and drainage facilities, as well as telephone and electric service) and selling improved lots and commercial
reserves to builders, developers, or other third parties. The relative success or failure of a developer to perform such
activities within a development may have a material effect on the security of revenue bonds, such as the Bonds, issued
by a municipality for a public improvement district. A developer is generally under no obligation to a public
improvement district, such as the District, to develop the property which it owns in a development. Furthermore, there
is no restriction on the developer’s right to sell any or all of the land which the developer owns within a development.
In addition, a developer is ordinarily the major tax and assessment payer within a district during its development.
Description of the Developer
The Developer is an affiliate of Centurion and was created by Centurion for the purpose of managing and
ultimately conveying property in the District to third parties, as described under the caption “THE DEVELOPMENT.”
The Developer is a nominally capitalized limited liability company, the primary asset of which is unsold property
within the District. The Developer will have no source of funds with which to pay Assessments or taxes levied by the
City or any other taxing entity other than funds resulting from the sale of property within the District or funds advanced
to the Developer by an affiliated party. The Developer’s ability to make full and timely payments of Assessments or
taxes will directly affect the City’s ability to meet its obligation to make payments on the Bonds.
Since 1990, Centurion has developed over 100,000 single-family lots in dozens of communities surrounding
North Texas. It has worked closely with investors, land-owners, financial institutions, and vendors to acquire over
50,000 acres of land inventory for a diverse mix of developments in size and scope. Centurion’s communities include
amenities such as parks, golf courses, water park themes, and hiking and biking trails. Over the past thirty years,
Centurion has demonstrated the ability to successfully deliver master-planned communities that have been recognized
in the real estate industry.
Mr. Mehrdad Moayedi has ultimate control of Centurion and its affiliates. Centurion maintains a staff of
approximately 50 employees. Centurion creates single-asset limited liability companies to own development sites and
contracts with developers and other professionals in the delivery of its communities.
In addition, Centurion works closely with local municipalities, commercial developers, and public school
systems as part of its overall master plan. Centurion works with North Texas’ top builders to deliver the latest concepts
ranging from upscale, luxury homes in secluded neighborhoods to affordable housing communities for first-time home
buyers. Centurion purchases and develops land in prime locations with the right mix of natural land settings, strong
job growth, good school systems and access to local community shopping. A snapshot of some of the communities
Centurion has developed is presented below.
55
Name County Property Type Starting Home
Price
Status of Development
Alpha Ranch Wise/Denton Single-family $400,000 Excavation starting in May 2025
Anna Hurricane Creek* Collin Single-family $390,000 PID Bonds issued; Phase 1: Started 9/2018,
Currently Being Develope
Anna Hurricane North* Collin Single-family $390,000 Development Ongoing - HB Building
Arboretum Estates* Kaufman Mixed-use $390,000 Excavation underway.
Bear Creek Dallas Single-family $280,000 Development Ongoing - HB Building
Bryson Ranch* Denton Mixed-use $390,000 Excavation underway.
Cartwright Ranch* Kaufman Single-family $290,000 Development Ongoing - HB Building
Chalk Hill* Collin Single-family $390,000 Development Ongoing - HB Building
City Point* Tarrant Mixed-use $390,000 Development Ongoing - HB Building
Collin Creek
Redevelopment*
Collin Mixed-use $515,000 Development Ongoing - HB Building
Cottonwood* Grayson Mixed-use $400,000 Utilities underway.
Creekside of Crowley Tarrant Single-family $350,000 Development Ongoing - Mattamy Building
Creekview Meadows* Denton Single-family $420,000 Development Ongoing - HB Building
"Chaparral Ridge* (Duck
Point)"
Denton Single-family $390,000 Pre-development process.
Edgewood Creek* Denton Single-family $670,000 Development Ongoing - HB Building
Enchanted Creek Collin Single-family $1,000,000 Development Ongoing - HB Building
Entrada at Westlake Tarrant Mixed-use $1,100,000 Development Ongoing - HB Building
Erwin Farms Collin Single-family $529,000 Development Ongoing - HB Building
Taylor Ranch* Grayson Single-family $400,000 Pre-development process
Frisco Hills Denton Single-family $720,000 Development Complete / HB Finishing Up
Harper Estates* Collin Single-family $1,280,000 PID Bonds issued; HB Building
"Highpoint Village*
(Mantua Tract)"
Grayson Single-family $380,000 Excavation underway.
Iron Horse Village* Dallas Mixed-use $250,000 Development Ongoing / HB Complete
Kensington Gardens Dallas Single-family $750,000 Development Ongoing / HB Building
"Lakeside Crossing*
(Fronterra)"
Denton Townhome/Multi-
family
$365,000 PID Bonds issued; Development Ongoing /
Closed all TH lots
Lily Creek at Sutton
Fields*
Collin Single-family $500,000 PID Bonds issued; Development Ongoing
Mercer Crossing* Dallas Mixed-use $590,000 Last Phase Going - HB Building
Mobberly Farms* Denton Single-family $278,000 Development Ongoing - HB Building
Montalcino Estates Denton Single-family $1,500,000 Development Ongoing - HB Building
Northlake Estates* Denton Single-family $570,000 Development Ongoing - HB Building
Polo Ridge* Kaufman Single-family $480,000 Development Ongoing - HB Building
Saddlebrook Estates Ellis Single-family $320,000 Next Phase Going Through Engineering
Spiritas Ranch East* Denton Single-family $390,000 Development Ongoing - HB Building
Spiritas Ranch* Denton Single-family $460,000 Development Ongoing - HB Building
Sutton Fields East* Collin Single-family $490,000 PID Bonds issued; Development Ongoing
Sutton Fields* Denton Single-family $480,000 Development Ongoing - HB Building
Swan Lake Estates Dallas Single-family $850,000 Utilities underway.
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The Bridges at Preston
Crossings
Grayson Single-family $700,000 Development Ongoing; New Phase Being
Developed
"The Estates at Eagle
Mountain* (Sheelin)"
Tarrant Single-family $490,000 Pre-development process.
The Estates at Southfork
Ranch
Collin Single-Family $2,000,000 Pre-development process.
The Resort on Eagle
Mountain Lake
Tarrant Single $550,000 Development Ongoing - Builder Doing
Takedowns
Thunder Rock* Burnet Mixed-use $320,000 Development Ongoing - HB Building
Travis Ranch Kaufman Single-family $290,000 Development Ongoing - HB Building
University Hills Dallas Single-family $390,000 Pre-development process
Valencia on the Lake* Denton Single-family $500,000 Next Phase Going Through Engineering
Verandah Rockwall Single-family $250,000 Development Ongoing - HB Building
Wade Settlement Collin Single-family $600,000 Last Phase Going - Mattamy Building
Walden Pond Kaufman Single/Multi-family $320,000 Development Ongoing - HB Building
Water’s Edge Denton Single/Multi-family $450,000 Development Ongoing - HB Building
Waterfront at Enchanted
Bay
Tarrant Single-family $400,000 Phase 1: Started 5/2005 * Phase 1: Delivered
2/2007 Phase 2: Being Engineered
Whitewing Trails* Collin Single-family/Multi-
family
$400,000 Development Ongoing - HB Building
Barcelona Collin Single-family $450,000 Development Complete / HB Complete
Bloomridge Collin Single-family $400,000 Development Complete / HB Complete
Bonds Ranch Tarrant Single-family $250,000 Purchased all Finished Lots / All Lots sold in Q4
2017
Brookfield Denton Single-family $280,000 Sold Land
Carter Ranch Collin Single-family $250,000 Development Complete / HB Complete
Chateaus of Coppell Dallas Single-family $1,300,000 Development Ongoing - HB Building
Creeks of Legacy Denton/Collin Single-family $450,000 Development Complete / HB Complete
Crestview at Prosper Creek Collin Single-family $350,000 Complete - Megatel Finishing Construction
Crown Valley Parker Single-family $350,000 Development Complete / Sold Phase / Pod Sale
Deer Creek North Tarrant Single-family $225,000 Development Complete / HB Complete
Dominion Estates Tarrant Single-family $225,000 Development Complete / HB Complete
Dove Creek Collin Single-family $450,000 Development Complete / HB Complete
Estancia Tarrant Single-family $550,000 Development Complete / HB Complete
Estancia Estates Denton Single-family $500,000 Development Complete / HB Complete
Falls of Prosper Collin Single-family $500,000 Development Complete / HB Complete
Founders Parc Tarrant Single/Multi-family 480,000 Development Complete / HB Complete
Frisco Ranch Denton Single-family $350,000 Development Complete / HB Complete
Garden Springs Tarrant Single-family $300,000 Development Complete / HB Complete
Hickory Farms* Dallas Single-family TBD Development Complete / HB Complete
Highlands Glen Denton Single-family $400,000 Development Complete / HB Complete
Hills of Lake Country Tarrant Single-family $250,000 Development Complete / HB Complete
Hillstone Pointe* Denton Single-family $350,000 Phase 1: Delivered 12/2017, Remainder Raw
Land Sold to Horton & Lenna
Kings Ridge (Denton) Denton Single/Multi-family $250,000 Sold Land to DR Horton
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Knox Ranch Hood Mixed-use $550,000 HB Complete
Lakewood Hills Denton Single-family $550,000 Development Complete / HB Complete
Lexington Parke Travis Single-family $250,000 Development Complete / HB Complete
Llano Springs Tarrant Single-family $250,000 Development Complete / HB Complete
McKinney Greens Collin Single-family $250,000 Development Complete / HB Complete
Mountain Creek Dallas Multi-family $325,000 Development Complete / HB Complete
Northpointe Crossing Collin Single-family $200,000 Development Complete / HB Complete
Oak Hollow Collin Single-family $200,000 Development Complete / HB Complete
Ownsby Farms Collin Single-family $400,000 Development Complete / HB Complete
Palomar Estates Tarrant Single-family $850,000 Development Complete / HB Complete
Preston Hills Collin Single-family $400,000 Development Complete / HB Complete
Prestwyck Collin Mixed-use $390,000 Development Complete / HB Complete
Residences at the
Stoneleigh
Dallas Condo $750,000 Development Complete
Rolling Meadows Tarrant Single-family $300,000 Phase1: Completed * Phase 2A2 & 3 HB
Completed
Rosemary Ridge Tarrant Single-family $300,000 Development Complete / HB Complete
Rough Hollow Travis Single-family $600,000 Development Complete / HB Complete
Sendera Ranch Tarrant Single-family $300,000 Centurion Owns Future Land / Banking Land
Shahan Prairie Denton Single-family $250,000 Sold Land
Shale Creek Wise Single-family $250,000 Development Complete / HB Complete
Silver Ridge Tarrant Single-family $300,000 Development Complete / HB Complete
Spring Creek Tarrant Single-family $300,000 Development Complete / HB Complete
Steeplechase Denton Single-family $500,000 Development Complete / HB Complete
Sweetwater Crossing Collin Single-family $250,000 Development Complete / HB Complete
Tenison Village at Buckner
Terrace
Dallas Single-family $450,000 Development Complete / HB Complete
Terracina Denton Single-family $500,000 Completed
The Dominion Dallas Single-family $350,000 Development Complete / HB Complete
The Highlands at Trophy
Club
Denton Single-family $350,000 Development Complete / HB Complete
The Villas at Twin Creeks Collin Single-family $400,000 Completed
The Villas of Indian Creek Denton Single-family $300,000 Development Complete / HB Complete
Thornbury Travis Single-family $300,000 Development Complete / HB Complete
University Place Dallas Single-family $500,000 Development Complete / HB Complete
Villages of Woodland
Springs
Tarrant Single-family $250,000 Development Complete / HB Complete
Water’s Edge at Hogan’s
Glen
Denton Single-family $580,000 Completed/Ashton Finishing Construction
Windmill Farms Kaufman Single-family $300,000 HB Complete
Williamsburg Rockwall Single-family $350,000 Development Complete / HB Complete
Winn Ridge* Denton Single-family $350,000 Development Complete / HB Complete
* — developments utilizing public improvement districts
Executive Biography
Mehrdad Moayedi is the President and Chief Executive Officer of Centurion. Mr. Moayedi has more than
thirty years of direct experience in the development industry. With a background in construction and real estate, Mr.
Moayedi employs a comprehensive approach to each Centurion development. Mr. Moayedi has extensive knowledge
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of the interconnection of all parts of residential real estate development, which provides Centurion with a unique
advantage over other residential developers.
Before forming Centurion in 1990, Mr. Moayedi completed several construction and fee development
projects in Northeast Tarrant County, Texas subdivisions as well as various construction and remodeling projects.
Centurion has become broadly diversified, with residential developments ranging from upscale high-rise residential
towers to affordable housing communities for first-time home buyers.
General Development Financing by Centurion
Centurion and its various affiliated special purpose entities, including the Developer, utilize a variety of
funding sources for the purchase of land and subsequent development or redevelopment thereof. Typically, the
applicable Centurion affiliate will obtain an acquisition loan from a lender to fund the acquisition of land. To fund
horizontal development of such land, Centurion affiliates use a combination of developer equity, builder earnest
money, builder payments under lot contracts, development loans from lending institutions, incentives from local
governments (including tax increment grants), public/private partnerships, funds from tax-exempt bonds issued by
local governments and backed by special assessments on the developable land and other sources of capital.
In 2021, Centurion completed a financing (the “Financing”) under which acquisition loans relating to certain
projects (the “Financing Projects”) owned by various Centurion affiliates were refinanced with the proceeds of
securities issued by an unaffiliated newly-formed limited liability company created for the purpose of (i) acquiring
the property relating to such Financing Projects, (ii) providing funds for limited infrastructure development by the
Centurion affiliates related to such Financing Projects and (iii) issuing the bonds secured by inter alia, the property
relating to such Financing Projects and certain proceeds derived from lot contracts relating to such Financing Projects.
The Financing was completed for the purpose of refinancing loans related to the Financing Projects at a lower rate
and achieving debt service savings, terminating certain covenants and freeing up certain collateral related to the
refinanced loans, and providing additional funds for development of a portion of the Financing Projects, which funds
are expected to be provided at a lower interest rate than development loans typically available relating to the Financing
Projects from traditional lenders. Property relating to the Financing Projects is cross-collateralized under the
Financing. No property in the District is subject to the Financing.
History and Financing of the District
The Developer purchased two tracts of land comprising property in the District and certain additional
property on April 10, 2019, for $9,700,000 as follows: Tract 1 consisting of 290.877 acres (referred to herein as the
“Anna Sherley Property”) and Tract 2 consisting of 34.299 acres. In order to finance a portion of the purchase of the
such land, the Developer obtained the Acquisition Loan from the Acquisition Lender. The remainder of the purchase
price for the land was paid in cash. The property in Tract 2 was simultaneously sold to BFB Ana 40 Acres, LLC, an
unaffiliated entity, on April 10, 2019, for development of commercial property adjacent to the District.
In order to finance a portion of the purchase of such land, the Developer obtained the Acquisition Loan in
the amount of $5,700,000 from Chambers Bank, the Acquisition Lender. The remainder of the purchase price for the
land was paid in cash. On July 21, 2021, the Developer obtained the Acquisition and Development Loan from
International Bank of Commerce (the “Lender”), the proceeds of which (i) refinanced a portion of the purchase price
of the land and (ii) funded development in the District. The remaining portion of the Acquisition Loan was refinanced
using earnest money delivered by homebuilders. The Acquisition and Development Loan has since been repaid with
the proceeds of lot sales in Improvement Area #1 of the District.
On September 4, 2024, the Developer obtained an additional loan from the Lender for the second phase of
development in the District in the principal amount up to $19,768,784.00 (the “Phase 2 Loan”). The Phase 2 Loan is
secured, inter alia, by the deed of trust originally filed for the Acquisition and Development Loan as supplemented to
refer to the note for the Phase 2 Loan. Such deed of trust includes all of the Developer’s property in the District,
including all property in Improvement Areas #2-4 of the District. The Phase 2 Loan is personally guaranteed by
Mehrdad Moayedi.
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As of April 1, 2026, the balance of the Phase 2 Loan is $17,083,139.69. Payments on the Phase 2 Loan are
interest only payments monthly, with the principal due at maturity. The Phase 2 Loan bears interest at the New York
Prime Rate, with a floor of 8.0%. The Phase 2 Loan matures on August 13, 2027.
The PID Act provides that the Assessment Lien is a first and prior lien against an Assessed Property within
the District and is superior to all other liens and claims except liens or claims for State, county, school district, or
municipality ad valorem taxes. Additionally, prior to delivery of the Bonds, the Lender will consent to and
acknowledge the creation of the District, the levy of the Assessments and the subordination of the lien securing the
Phase 2 Loan to the assessment liens on property within the District securing payment of the Assessments. As a result,
the lien on the property within Improvement Areas #2-4 of the District securing the Assessments has priority over the
lien on the property within Improvement Areas #2-4 of the District securing the liens in favor of the Lender.
THE ADMINISTRATOR
The City has selected P3Works, LLC (“P3Works”) as the Administrator for the District. The City has entered
into an agreement with the Administrator to provide specialized services related to the administration of the District
needed to support the issuance of the Bonds. P3Works will primarily be responsible for preparing the annual update
to the Service and Assessment Plan. P3Works is a consulting firm focused on providing district services relating to
the formation and administration of public improvement districts, and is based in Austin and North Richland Hills,
Texas.
The Administrator’s duties will include:
• Preparation of the annual update to the Service and Assessment Plan
• Preparation of assessment rolls for City billing and collection
• Establishing and maintaining a database of all City parcel IDs within the District
• Trust account analysis and reconciliation
• Property owner inquiries
• Determination of Prepayment amounts
• Preparation and review of disclosure notices with Dissemination Agent
• Review of developer draw requests for reimbursement of authorized improvement costs.
The information regarding the Service and Assessment Plan in this Limited Offering Memorandum has been
provided by P3Works and has been included in reliance upon the authority of such firm as an expert in the field
formation and administration of public improvement districts.
APPRAISAL
The Appraisal
General. Integra Realty Resources – Dallas (the “Appraiser”), prepared an appraisal report for the City
effective February 15, 2026 with respect to Improvement Area #2 and Improvement Area #3 and March 15, 2027 with
respect to Improvement Area #4, based upon a physical inspection of the District conducted on January 17, 2026 (the
“Appraisal”). The Appraisal was prepared at the request of the City and the Underwriter. The description herein of
the Appraisal is intended to be a brief summary only of the Appraisal as it relates to Improvement Areas #2-4 of the
District. The Appraisal is attached hereto as APPENDIX E and should be read in its entirety. The conclusions reached
in the Appraisal are subject to certain assumptions, hypothetical conditions and qualifications, which are set forth
therein. See “APPENDIX E — Appraisal.”
Value Estimates. The Appraiser estimated the prospective market value of the simple interests in the various
tracts of land in Improvement Area #2 of the District upon completion of the Improvement Area #2 Improvements,
Improvement Areas #3 of the District upon completion of the Improvement Area #3 Improvements, and Improvement
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Areas #4 of the District upon completion of the Improvement Area #4 Improvements. See “PLAN OF FINANCE”
and “THE DEVELOPMENT – Development Plan and Status of Development.” The Appraisal does not reflect the
as-is condition of the Improvement Areas #2-4 of the District as the Improvement Areas #2-4 Improvements have not
yet been constructed. Moreover, the Appraisal does not reflect the value of the Improvement Areas #2-4 of the District
as if sold to a single purchaser in a single transaction. See “APPENDIX E — APPRAISAL.”
The estimate of the prospective market value for the various parcels of assessable property within
Improvement Areas #2-4 of the District using the methodologies described in the Appraisal and subject to the limiting
conditions and assumptions set forth in the Appraisal, as of their respective effective dates are as follows:
Property Valued Estimated Cumulative Retail
Market Value
Prospective Cumulative Retail Market Value of
Improvement Area #2 as of February 15, 2026 $7,960,000
Prospective Cumulative Retail Market Value of
Improvement Area #3 as of February 15, 2026 $6,048,000
Prospective Cumulative Retail Market Value of
Improvement Area #4 as of March 15, 2027 $6,612,500
Total $20,620,500
The value estimates for the assessable property within Improvement Areas #2-4 of the District utilize the
methodologies described in the Appraisal and are subject to the limiting conditions and assumptions set forth in the
Appraisal. See “APPENDIX E — Appraisal.”
None of the City, the Developer, the Municipal Advisor, or the Underwriter makes any representation as to
the accuracy, completeness assumptions or information contained in the Appraisal. The assumptions and
qualifications with respect to the Appraisal are contained therein. There can be no assurance that any such assumptions
will be realized and the City, the Developer and the Underwriter make no representation as to the reasonableness of
such assumptions.
BONDHOLDERS’ RISKS
Before purchasing any of the Bonds, prospective investors and their professional advisors should carefully
consider all of the risk factors described below which may create possibilities wherein interest may not be paid
when due or that the Bonds may not be paid at maturity or otherwise as scheduled, or, if paid, without premium, if
applicable. The following risk factors (which are not intended to be an exhaustive listing of all possible risks
associated with an investment in the Bonds) should be carefully considered prior to purchasing any of the Bonds.
Moreover, the order of presentation of the risks summarized below does not necessarily reflect the significance of
such investment risks.
General
THE BONDS ARE SPECIAL, LIMITED OBLIGATIONS OF THE CITY PAYABLE SOLELY FROM
THE PLEDGED REVENUES AND OTHER FUNDS COMPRISING THE TRUST ESTATE, AS AND TO THE
EXTENT PROVIDED IN THE INDENTURE. THE BONDS DO NOT GIVE RISE TO A CHARGE AGAINST
THE GENERAL CREDIT OR TAXING POWER OF THE CITY AND ARE PAYABLE SOLELY FROM THE
SOURCES IDENTIFIED IN THE INDENTURE. THE OWNERS OF THE BONDS SHALL NEVER HAVE THE
RIGHT TO DEMAND PAYMENT THEREOF OUT OF MONEY RAISED OR TO BE RAISED BY TAXATION,
OR OUT OF ANY FUNDS OF THE CITY OTHER THAN THE TRUST ESTATE, AS AND TO THE EXTENT
PROVIDED IN THE INDENTURE. NO OWNER OF THE BONDS SHALL HAVE THE RIGHT TO DEMAND
ANY EXERCISE OF THE CITY’S TAXING POWER TO PAY THE PRINCIPAL OF THE BONDS OR THE
INTEREST OR REDEMPTION PREMIUM, IF ANY, THEREON. THE CITY SHALL HAVE NO LEGAL OR
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MORAL OBLIGATION TO PAY THE BONDS OUT OF ANY FUNDS OF THE CITY OTHER THAN THE
PLEDGED REVENUES, AND OTHER FUNDS COMPRISING THE TRUST ESTATE.
The ability of the City to pay debt service on the Bonds as due is subject to various factors that are beyond
the City’s control. These factors include, among others, (a) the ability or willingness of property owners within
Improvement Areas #2-4 of the District to pay Assessments levied by the City, (b) cash flow delays associated with
the institution of foreclosure and enforcement proceedings against property within Improvement Areas #2-4 of the
District, (c) general and local economic conditions which may impact real property values, the ability to liquidate real
property holdings and the overall value of real property development projects, and (d) general economic conditions
which may impact the general ability to market and sell the lots within Improvement Areas #2-4 of the District, it
being understood that poor economic conditions within the City, State and region may slow the assumed pace of sales
of such lots.
The rate of development of the property in Improvement Areas #2-4 of the District is directly related to the
vitality of the residential housing industry. In the event that the sale of the lands within Improvement Areas #2-4 of
the District should proceed more slowly than expected and the Developer is unable to pay the Assessments, only the
value of the lands, with improvements, will be available for payment of the debt service on the Bonds, and such value
can only be realized through the foreclosure or expeditious liquidation of the lands within Improvement Areas #2-4
of the District. There is no assurance that the value of such lands will be sufficient for that purpose and the expeditious
liquidation of real property through foreclosure or similar means is generally considered to yield sales proceeds in a
lesser sum than might otherwise be received through the orderly marketing of such real property.
The Underwriter is not obligated to make a market in or repurchase any of the Bonds, and no representation
is made by the Underwriter, the City or the City’s Municipal Advisor that a market for the Bonds will develop and be
maintained in the future. If a market does develop, no assurance can be given regarding future price maintenance of
the Bonds.
The City has not applied for or received a rating on the Bonds. The absence of a rating could affect the future
marketability of the Bonds. There is no assurance that a secondary market for the Bonds will develop or that holders
who desire to sell their Bonds prior to the stated maturity will be able to do so.
Deemed Representations and Acknowledgment by Investors
Each Investor will be deemed to have acknowledged and represented to the City the matters set forth under
the heading “LIMITATIONS APPLICABLE TO INITIAL PURCHASERS” which include, among others, a
representation and acknowledgment that the purchase of the Bonds involves investment risks, certain of which are set
forth under this heading “BONDHOLDERS’ RISKS” and elsewhere herein, and such Investor, either alone or with
its purchaser representative(s) (as defined in Rule 501(h) of Regulation D under the Securities Act of 1933), has
sophisticated knowledge and experience in financial and business matters and the capacity to evaluate such risks in
making an informed investment decision to purchase the Bonds, and the Investor can afford a complete loss of its
investment in the Bonds.
Assessment Limitations
Annual Installments of Assessments are billed to property owners in Improvement Areas #2-4 of the District.
Annual Installments are due and payable, and bear the same penalties and interest for non-payment, as for ad valorem
taxes as described under “ASSESSMENT PROCEDURES” herein. Additionally, Annual Installments established by
the Service and Assessment Plan correspond in number and proportionate amount to the number of installments and
principal amounts of Bonds maturing in each year, the annual payment of the payment obligations under the
Reimbursement Agreement, and the annual collection costs for such year. See “ASSESSMENT PROCEDURES”
herein. The unwillingness or inability of a property owner to pay regular property tax bills as evidenced by property
tax delinquencies may also indicate an unwillingness or inability to make regular property tax payments and Annual
Installments of Assessment payments in the future.
In order to pay debt service on the Bonds, it is necessary that Annual Installments are paid in a timely manner.
Due to the lack of predictability in the collection of Annual Installments in Improvement Areas #2-4 of the District,
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the City has established a Reserve Account in the Reserve Fund, to be funded from the proceeds of the Bonds, to cover
delinquencies. The Annual Installments are secured by the Assessment Lien. However, there can be no assurance
that foreclosure proceedings will occur in a timely manner so as to avoid depletion of the Reserve Account and delay
in payments of debt service on the Bonds. See “BONDHOLDERS’ RISKS — Bondholders’ Remedies and
Bankruptcy” herein.
Upon an ad valorem tax lien foreclosure event of a property within Improvement Areas #2-4 of the District,
any lien securing an Assessment that is delinquent will be foreclosed upon in the same manner as the ad valorem tax
lien (assuming all necessary conditions and procedures for foreclosure are duly satisfied). To the extent that a
foreclosure sale results in insufficient funds to pay in full both the delinquent ad valorem taxes and the delinquent
Assessments, the liens securing such delinquent ad valorem taxes and delinquent Assessments would likely be
extinguished. Any remaining unpaid balance of the delinquent Assessments would then be an unsecured personal
liability of the original property owner.
Based upon the language of Texas Local Government Code, §372.017(b), case law relating to other types of
assessment liens and opinions of the Texas Attorney General, the Assessment Lien as it relates to installment payments
that are not yet due should remain in effect following an ad valorem tax lien foreclosure, with future installment
payments not being accelerated. Texas Local Government Code § 372.018(d) supports this position, stating that an
Assessment Lien runs with the land and the portion of an assessment payment that has not yet come due is not
eliminated by foreclosure of an ad valorem tax lien.
The Assessment Lien is superior to any homestead rights of a property owner that were properly claimed
after the adoption of the Assessment Ordinance. However, an Assessment Lien may not be foreclosed upon if any
Pre-existing Homestead Rights were properly claimed prior to the adoption of the Assessment Ordinance for as long
as such Pre-existing Homestead Rights are maintained on the property. It is unclear under Texas law whether or not
Pre-existing Homestead Rights would prevent the Assessment Lien from attaching to such homestead property or
instead cause the Assessment Lien to attach, but remain subject to, the Pre-existing Homestead Rights.
Under Texas law, in order to establish homestead rights, the claimant must show a combination of both overt
acts of homestead usage and intention on the part of the owner to claim the land as a homestead. Mere ownership of
the property alone is insufficient and the intent to use the property as a homestead must be a present one, not an
intention to make the property a homestead at some indefinite time in the future. As of the date of adoption of the
Assessment Ordinance, no such homestead rights will have been claimed. Furthermore, the Developer is not eligible
to claim homestead rights and the Developer has represented that it will own all property within Improvement Areas
#2-4 of the District as of the date of the Assessment Ordinance. Consequently, there are and can be no homestead
rights on the Assessed Parcels superior to the Assessment Lien and, therefore, the Assessment Liens may be foreclosed
upon by the City.
Failure by owners of the parcels to pay Annual Installments when due, depletion of the Reserve Fund, delay
in foreclosure proceedings, or the inability of the City to sell parcels which have been subject to foreclosure
proceedings for amounts sufficient to cover the delinquent installments of Assessments levied against such parcels
may result in the inability of the City to make full or punctual payments of debt service on the Bonds.
THE ASSESSMENTS WILL CONSTITUTE A FIRST AND PRIOR LIEN AGAINST THE PROPERTY
ASSESSED, SUPERIOR TO ALL OTHER LIENS AND CLAIMS EXCEPT LIENS AND CLAIMS FOR STATE,
COUNTY, SCHOOL DISTRICT OR MUNICIPALITY AD VALOREM TAXES AND WILL BE A PERSONAL
OBLIGATION OF AND CHARGE AGAINST THE OWNERS OF PROPERTY LOCATED WITHIN
IMPROVEMENT AREAS #2-4 OF THE DISTRICT.
Failure or Inability to Complete Proposed Development
Proposed development within Improvement Areas #2-4 of the District may be affected by changes in general
economic conditions, fluctuations in the real estate market and interest rates, changes in the income tax treatment of
real property ownership, unexpected increases in development costs and other similar factors as well as availability
of utilities and the development or existence of environmental concerns with such land. See “– Hazardous Substances”
below. There can be no assurances that other similar projects will not be developed in the future or that existing
63
projects will not be upgraded or otherwise able to compete with the Development. A slowdown of the development
process and the related absorption rate within the Development because of any or all of the foregoing could affect
adversely land values. THE TIMELY PAYMENT OF THE BONDS DEPENDS UPON THE WILLINGNESS AND
ABILITY OF THE DEVELOPER AND ANY SUBSEQUENT OWNERS TO PAY THE ASSESSMENTS WHEN
DUE. ANY OR ALL OF THE FOREGOING COULD REDUCE THE WILLINGNESS AND THE ABILITY OF
SUCH OWNERS TO PAY THE ASSESSMENTS AND COULD GREATLY REDUCE THE VALUE OF
PROPERTY WITHIN IMPROVEMENT AREAS #2-4 OF THE DISTRICT IN THE EVENT SUCH PROPERTY
HAS TO BE FORECLOSED. In that event, there could be a default in the payment of the Bonds.
Completion of Homes
The cost and time for completion of homes by the homebuilders is uncertain and may be affected by changes
in national, regional and local and economic conditions; changes in long and short term interest rates; changes in the
climate for real estate purchases; changes in demand for or supply of competing properties; changes in local, regional
and national market and economic conditions; unanticipated development costs, market preferences and architectural
trends; unforeseen environmental risks and controls; the adverse use of adjacent and neighboring real estate; changes
in interest rates and the availability of mortgage funds to buyers of the homes yet to be built in the Development,
which may render the sale of such homes difficult or unattractive; acts of war, terrorism or other political instability;
delays or inability to obtain governmental approvals; changes in laws; moratorium; force majeure (which may result
in uninsured losses); strikes; labor shortages; energy shortages; material shortages; inflation; adverse weather
conditions; subcontractor defaults; and other unknown contingencies and factors beyond the control of the Developer.
Risks Related to the Current Residential Real Estate Market
The real estate market is currently experiencing a slowdown in new home sales and home closings due in
part to rising inflation and higher mortgage interest rates. Inflation and interest rates remain subject to volatility
stemming from energy price fluctuations, geopolitical instability in the Middle East, and the uncertain effects of tariffs
and retaliatory trade actions. Downturns in the real estate market, mortgage rates, and other factors beyond the control
of the Developer, including general economic conditions, may impact the timing of lot and home sales within
Improvement Areas #2-4 of the District. No assurances can be given that projected home prices and buildout values
presented in this Limited Offering Memorandum will be realized.
Risks Related to Current Increase in Costs of Building Materials and Labor Shortages
As a result of low supply and high demand, shipping constraints, and the ongoing trade war (including tariffs
and retaliatory tariffs), there have been substantial increases in the cost of lumber and other materials, causing many
homebuilders and general contractors to experience budget overruns. Further, the federal administration’s on-again,
off-again tariffs, threatened impositions of tariffs, and the imposition or threatened imposition of retaliatory tariffs
against the United States will impact the ability of the homebuilders to estimate costs. If the cost of materials remains
elevated, it may impact the ability of homebuilders to construct homes in Improvement Areas #2-4 of the District.
The federal administration’s immigration policies may impact the State’s workforce. Undocumented
construction workers make up a large percentage of construction workers in the State. Mass deportations or
immigration policies that make it challenging for foreign workers to work in the United States may result in labor
shortages, particularly in construction. Labor shortages will impact the homebuilders’ ability to construct homes
within Improvement Areas #2-4 of the District.
General Risks of Real Estate Investment and Development
Investments in undeveloped or developing real estate are generally considered to be speculative in nature and
to involve a high degree of risk. The Development will be subject to the risks generally incident to real estate
investments and development. Many factors that may affect the Development, including the schedule for and/or the
costs of the various improvements to be constructed within Improvement Areas #2-4 of the District necessary to serve
residents therein, as well as the operating revenues of the Developer, including those derived from the Development,
are not within the control of the Developer. Such factors include changes in national, regional and local economic
conditions; changes in long and short term interest rates; changes in the climate for real estate purchases; changes in
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demand for or supply of competing properties; changes in local, regional and national market and economic
conditions; unanticipated development costs, market preferences and architectural trends; unforeseen environmental
risks and controls; the adverse use of adjacent and neighboring real estate; changes in interest rates and the availability
of mortgage funds to buyers of the homes to be built in the Development, which may render the sale of such homes
difficult or unattractive; acts of war, terrorism or other political instability; delays or inability to obtain governmental
approvals; changes in laws; moratorium; acts of God (which may result in uninsured losses); strikes; labor shortages;
energy shortages; material shortages; inflation; adverse weather conditions; contractor or subcontractor defaults; and
other unknown contingencies and factors beyond the control of the Developer.
A slowdown of the development process and the related absorption rate within the Development because of
any or all of the foregoing could affect adversely land values. The timely payment of the Bonds depends on the
willingness and ability of the Developer and any subsequent owners to pay the Assessments when due. Any or all of
the foregoing could reduce the willingness and ability of such owners to pay the Assessments and could greatly reduce
the value of the property within Improvement Areas #2-4 of the District in the event such property has to be foreclosed.
If Annual Installments of Assessments are not timely paid and there are insufficient funds in the accounts of the
Reserve Fund, a nonpayment could result in a payment default under the Indenture.
Absorption Rate
There can be no assurance that the Developer will be able to achieve its anticipated absorption rates. Failure
to achieve the absorption rate estimates will adversely affect the estimated value of the Development, could impair
the economic viability of the Development and could reduce the ability or desire of property owners in Improvement
Areas #2-4 of the District to pay the Assessments.
Availability of Utilities
The progress of development within Improvement Areas #2-4 of the District is also dependent upon the City
providing an adequate supply of water and sufficient capacity for the collection and treatment of wastewater. If the
City fails to supply water and wastewater services to the property in Improvement Areas #2-4 of the District, the
development of the land in Improvement Areas #2-4 of the District could be adversely affected. See “THE
DEVELOPMENT — Utilities” and “THE CITY – City Water and Wastewater System.”
Portions of the State, including the City and its surrounding area, are experiencing significant growth, which
has produced and is expected to continue to produce a growing demand for water and wastewater service. The ability
of the City to provide an adequate supply of water and sufficient capacity for treatment of wastewater, as applicable,
is dependent on many factors, including, but not limited to, supply and demand of materials to complete necessary
water and wastewater improvements, compliance with the Texas Commission on Environmental Quality regulations,
the effects of extreme weather events on such entities’ water and wastewater systems, and the construction of
developments competing with the District. See “THE DEVELOPMENT – Utilities,” “BONDHOLDERS’ RISKS –
General Risks of Real Estate Investment and Development,” “– Risks Related to Current Increase in Costs of Building
Materials and Labor Shortages, “– Competition,” “– Regulation,” and “– Risk from Weather Events.”
None of the City, the Municipal Advisor, the Underwriter, or the Developer can predict the impact that such
growing demand may have on the City, the District, the projected buildout schedule, availability of water and
wastewater service to the District or an investment in the Bonds.
State Law Regarding Notice of Assessments
The 87th Legislature passed HB 1543, which became effective September 1, 2021, and requires a person
who proposes to sell or otherwise convey real property within a public improvement district to provide to the purchaser
of the property, before the execution of a binding contract of purchase and sale, written notice of the obligation to pay
public improvement district assessments, in accordance with Section 5.014, Texas Property Code, as amended. In the
event a contract of purchase and sale is entered into without the seller providing the notice, the intended purchaser is
entitled to terminate the contract or purchase and sale. If the Developer or the homebuilders within Improvement
Areas #2-4 of the District do not provide the required notice and prospective purchasers of property within
Improvement Areas #2-4 of the District terminate a purchase and sale contract, the anticipated absorption schedule
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may be affected. In addition to the right to terminate the purchase contract, a property owner who did not receive the
required notice is entitled, after sale, to sue for damages for (i) all costs relative to the purchase, plus interest and
reasonable attorney’s fees, or (ii) an amount not to exceed $5,000, plus reasonable attorney’s fees. In a suit filed
pursuant to clause (i), any damages awarded must go first to pay any outstanding liens on the property. In such an
event, the outstanding Assessments on such property may be prepaid. In the event of such prepayment, a partial
redemption of the Bonds could occur. See “DESCRIPTION OF THE BONDS – Redemption Provisions.” On
payment of all damages respectively to the lienholders and purchaser pursuant to clause (i), the purchaser is required
to reconvey the property to the seller. Further however, if the Developer or homebuilders within Improvement Areas
#2-4 of the District do not provide the required notice and become liable for monetary damages, the anticipated
buildout and absorption schedule may be affected. No assurances can be given that the projected buildout and
absorption schedules presented in this Limited Offering Memorandum will be realized. The form of notice to be
provided to homebuyers is attached to the Service and Assessment Plan. See “APPENDIX B – Form of Service and
Assessment Plan.”
Potential Future Changes in State Law Regarding Public Improvement Districts
During prior Texas legislative sessions and interim business of the Texas legislature, various proposals and
reports have been presented by committees of Texas Senate and Texas House of Representatives which suggest or
recommend changes to the PID Act relating to oversight of bonds secured by special assessments including adopting
requirements relating to levels of build out or adding State level oversight in connection with the issuance of bonds
secured by special assessments under the PID Act. The 89th Legislative Session of the State (the “89th Regular
Session”) concluded on June 2, 2025, without any legislation being passed by either chamber of the Texas legislature
recommending oversight of bonds secured by assessments. When the regular Legislature is not in session, the
Governor of Texas may call one or more special sessions, at the Governor’s direction, each lasting no more than 30
days, and for which the Governor sets the agenda. The Governor called two special sessions, the first of which began
on July 21, 2025 and ended on August 15, 2025 and the second of which began on August 15, 2025 and ended on
September 4, 2025. No legislation relating to special assessments was proposed for the special sessions. It is
impossible to predict what new proposals may be presented regarding the PID Act and the issuance of special
assessment bonds during any upcoming legislative sessions, whether such new proposals or any previous proposals
regarding the same will be adopted by the Texas Senate and House of Representatives and signed by the Governor,
and, if adopted, the form thereof. It is impossible to predict with certainty the impact that any such future legislation
will or may have on the security for the Bonds.
Direct and Overlapping Indebtedness, Assessments and Taxes
The ability of an owner of property within Improvement Areas #2-4 of the District to pay the Assessments
could be affected by the existence of other taxes and assessments imposed upon the property. Public entities whose
boundaries overlap those of Improvement Areas #2-4 of the District currently impose ad valorem taxes on the property
within Improvement Areas #2-4 of the District and will likely do so in the future. Such entities could also impose
assessment liens on the property within Improvement Areas #2-4 of the District. The imposition of additional liens,
or for private financing, may reduce the ability or willingness of the landowners to pay the Assessments. See
“OVERLAPPING TAXES AND DEBT.”
Depletion of Reserve Account of Reserve Fund
Failure of the owners of property within Improvement Areas #2-4 of the District to pay the Assessments
when due could result in the rapid, total depletion of Reserve Account of the Reserve Fund prior to replenishment
from the resale of property upon a foreclosure or otherwise or delinquency redemptions after a foreclosure sale, if any.
There could be a default in payments of the principal of and interest on the Bonds if sufficient amounts are not available
in the Reserve Account of the Reserve Fund. The Indenture provides that if, after a withdrawal from the Reserve
Account of the Reserve Fund, the amount in the Reserve Account of the Reserve Fund is less than the Reserve Account
Requirement, the Trustee shall transfer an amount from the Pledged Revenue Fund to the Reserve Account of the
Reserve Fund sufficient to cure such deficiency, as described under “SECURITY FOR THE BONDS — Reserve
Fund” herein.
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Hazardous Substances
While governmental taxes, assessments and charges are a common claim against the value of a parcel, other
less common claims may be relevant. One of the most serious in terms of the potential reduction in the value that may
be realized to the assessment is a claim with regard to a hazardous substance. In general, the owners and operators of
a parcel may be required by law to remedy conditions relating to releases or threatened releases of hazardous
substances. The federal Comprehensive Environmental Response, Compensation and Liability Act of 1980,
sometimes referred to as “CERCLA” or “Superfund Act,” is the most well-known and widely applicable of these laws.
It is likely that, should any of the parcels of land located in Improvement Areas #2-4 of the District be affected by a
hazardous substance, the marketability and value of such parcels would be reduced by the costs of remedying the
condition, because the purchaser, upon becoming owner, will become obligated to remedy the condition just as is the
seller.
The value of the land within Improvement Areas #2-4 of the District does not take into account the possible
liability of the owner (or operator) for the remedy of a hazardous substance condition on the property in Improvement
Areas #2-4 of the District. The City has not independently verified, and is not aware, that the owner (or operator) of
any of the parcels within Improvement Areas #2-4 of the District has such a current liability with respect to such
property; however, it is possible that such liabilities do currently exist and that the City is not aware of them.
Further, it is possible that liabilities may arise in the future with respect to any of the land within Improvement
Areas #2-4 of the District resulting from the existence, currently, of a substance presently classified as hazardous but
which has not been released or the release of which is not presently threatened, or may arise in the future resulting
from the existence, currently, on the parcel of a substance not presently classified as hazardous but which may in the
future be so classified. Further, such liabilities may arise not simply from the existence of a hazardous substance but
from the method of handling it. The actual occurrence of any of these possibilities could significantly negatively
affect the value of a parcel that is realizable upon a foreclosure.
See “THE DEVELOPMENT – Environmental” for discussion of the previous Phase One ESA performed on
property within the District.
Exercise of Third-Party Property Rights
As described herein under “THE DEVELOPMENT — Existing Mineral Rights, Easements and Other Third-
Party Property Rights,” third parties hold title to certain Third-Party Property Rights applicable to real property within
and around the District, including reservations of mineral rights and royalty interests and easements, pursuant to
various instruments in the chain of title for various tracts of land within and around the District.
The Developer does not expect the existence or exercise of such Third-Party Property Rights or other third-
party real property rights in or around the District to have a material adverse effect on the Development, the property
within Improvement Areas #2-4 of the District, or the ability of landowners within Improvement Areas #2-4 of the
District to pay Assessments. However, none of the District, the City’s Municipal Advisor, the Underwriter, the
Developer or the Administrator provide any assurances as to such Developer expectations.
Regulation
Development within Improvement Areas #2-4 of the District may be subject to future federal, state and local
regulations. Approval may be required from various agencies from time to time in connection with the layout and
design of development in Improvement Areas #2-4 of the District, the nature and extent of public improvements, land
use, zoning and other matters. Failure to meet any such regulations or obtain any such approvals in a timely manner
could delay or adversely affect development in Improvement Areas #2-4 of the District and property values.
No Acceleration
The Indenture expressly denies the right of acceleration in the event of a payment default or other default
under the terms of the Bonds or the Indenture.
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Bankruptcy
The payment of Assessments and the ability of the City to foreclose on the lien of a delinquent unpaid
Assessment may be limited by bankruptcy, insolvency or other laws generally affecting creditors’ rights or by the
laws of the State relating to judicial foreclosure. Although bankruptcy proceedings would not cause the Assessments
to become extinguished, bankruptcy of a property owner in all likelihood would result in a delay in prosecuting
foreclosure proceedings. Such a delay would increase the likelihood of a delay or default in payment of the principal
of and interest on the Bonds, and the possibility that delinquent Assessments might not be paid in full.
Bondholders’ Remedies and Bankruptcy
In the event of default in the payment of principal of or interest on the Bonds or the occurrence of any other
Event of Default under the Indenture, the Trustee may, and upon the written request of at least 51% the owners of the
Bonds then outstanding, the Trustee shall proceed to protect and enforce its rights and the rights of the owners of the
Bonds under the Indenture by such suits, actions or special proceedings in equity or at law, or by proceedings in the
office of any board or officer having jurisdiction, either for mandamus or the specific performance of any covenant or
agreement contained therein or in aid or execution of any power granted or for the enforcement of any proper legal or
equitable remedy, as the Trustee shall deem most effectual to protect and enforce such rights. The issuance of a writ
of mandamus may be sought if there is no other available remedy at law to compel performance of the City’s
obligations under the Bonds or the Indenture and such obligations are not uncertain or disputed. The remedy of
mandamus is controlled by equitable principles, so rests with the discretion of the court, but may not be arbitrarily
refused. There is no acceleration of maturity of the Bonds in the event of default and, consequently, the remedy of
mandamus may have to be relied upon from year to year. The owners of the Bonds cannot themselves foreclose on
property within Improvement Areas #2-4 of the District or sell property within Improvement Areas #2-4 the District
in order to pay the principal of and interest on the Bonds. The enforceability of the rights and remedies of the owners
of the Bonds further may be limited by laws relating to bankruptcy, reorganization or other similar laws of general
application affecting the rights of creditors of political subdivisions such as the City. In this regard, should the City
file a petition for protection from creditors under federal bankruptcy laws, the remedy of mandamus or the right of the
City to seek judicial foreclosure of its Assessment Lien would be automatically stayed and could not be pursued unless
authorized by a federal bankruptcy judge. See “BONDHOLDERS’ RISKS — Bankruptcy Limitation to Bondholders’
Rights” herein.
Any bankruptcy court with jurisdiction over bankruptcy proceedings initiated by or against a property owner
within Improvement Areas #2-4 of the District pursuant to the Federal Bankruptcy Code could, subject to its discretion,
delay or limit any attempt by the City to collect delinquent Assessments, or delinquent ad valorem taxes, against such
property owner.
In addition, in 2006, the Texas Supreme Court ruled in Tooke v. City of Mexia, 197 S.W.3d 325 (Tex. 2006)
(“Tooke”) that a waiver of sovereign immunity must be provided for by statute in “clear and unambiguous” language.
In so ruling, the Court declared that statutory language such as “sue and be sued,” in and of itself, did not constitute a
clear and unambiguous waiver of sovereign immunity. In Tooke, the Court noted the enactment in 2005 of sections
271.151-.160, Texas Local Government Code (the “Local Government Immunity Waiver Act”), which, according to
the Court, waives “immunity from suit for contract claims against most local governmental entities in certain
circumstances.” The Local Government Immunity Waiver Act covers cities and relates to contracts entered into by
cities for providing goods or services to cities.
In Wasson Interests, Ltd. v. City of Jacksonville, 489 S.W.3d 427 (Tex. 2016) (“Wasson”), the Texas
Supreme Court (the “Court”) addressed whether the distinction between governmental and proprietary acts (as found
in tort-based causes of action) applies to breach of contract claims against municipalities. The Court analyzed the
rationale behind the Proprietary-Governmental Dichotomy to determine that “a city’s proprietary functions are not
done pursuant to the ‘will of the people’” and protecting such municipalities “via the [S]tate’s immunity is not an
efficient way to ensure efficient allocation of [S]tate resources.” While the Court recognized that the distinction
between governmental and proprietary functions is not clear, the Wasson opinion held that the Proprietary-
Governmental Dichotomy applies in a contract-claims context. The Court reviewed Wasson for a second time and
issued an opinion on October 5, 2018 clarifying that to determine whether governmental immunity applies to a breach
of contract claim, the proper inquiry is whether the municipality was engaged in a governmental or proprietary
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function when it entered into the contract, not at the time of the alleged breach. Therefore, in regard to municipal
contract cases (as in tort claims), it is incumbent on the courts to determine whether a function was proprietary or
governmental based upon the statutory and common law guidance at the time of inception of the contractual
relationship. Texas jurisprudence has generally held that proprietary functions are those conducted by a city in its
private capacity, for the benefit only of those within its corporate limits, and not as an arm of the government or under
authority or for the benefit of the State; these are usually activities that can be, and often are, provided by private
persons, and therefore are not done as a branch of the State, and do not implicate the state’s immunity since they are
not performed under the authority, or for the benefit, of the State as sovereign. Notwithstanding the foregoing new
case law issued by the Court, such sovereign immunity issues have not been adjudicated in relation to bond matters
(specifically, in regard to the issuance of municipal debt). Each situation will be prospectively evaluated based on the
facts and circumstances surrounding the contract in question to determine if a suit, and subsequently, a judgement, is
justiciable against a municipality.
The City is not aware of any State court construing the Local Government Immunity Waiver Act in the
context of whether contractual undertakings of local governments that relate to their borrowing powers are contracts
covered by such act. Because it is unclear whether the Texas legislature has effectively waived the City’s sovereign
immunity from a suit for money damages in the absence of City action, the Trustee or the owners of the Bonds may
not be able to bring such a suit against the City for breach of the Bonds or the Indenture covenants. As noted above,
the Indenture provides that owners of the Bonds may exercise the remedy of mandamus to enforce the obligations of
the City under the Indenture. Neither the remedy of mandamus nor any other type of injunctive relief was at issue in
Tooke, and it is unclear whether Tooke will be construed to have any effect with respect to the exercise of mandamus,
as such remedy has been interpreted by State courts. In general, State courts have held that a writ of mandamus may
be issued to require public officials to perform ministerial acts that clearly pertain to their duties. State courts have
held that a ministerial act is defined as a legal duty that is prescribed and defined with a precision and certainty that
leaves nothing to the exercise of discretion or judgment, though mandamus is not available to enforce purely
contractual duties. However, mandamus may be used to require a public officer to perform legally-imposed ministerial
duties necessary for the performance of a valid contract to which the State or a political subdivision of the State is a
party (including the payment of moneys due under a contract).
Bankruptcy Limitation to Bondholders’ Rights
The enforceability of the rights and remedies of the owners of the Bonds may be limited by laws relating to
bankruptcy, reorganization or other similar laws of general application affecting the rights of creditors of political
subdivisions such as the City. The City is authorized under Texas law to voluntarily proceed under Chapter 9 of the
Federal Bankruptcy Code, 11 U.S.C. 901-946. The City may proceed under Chapter 9 if it (1) is generally not paying
its debts, or unable to meet its debts, as they become due, (2) desires to effect a plan to adjust such debts, and (3) has
either obtained the agreement of or negotiated in good faith with its creditors, is unable to negotiate with its creditors
because negotiation is impracticable, or reasonably believes that a creditor may attempt to obtain a preferential
transfer.
If the City decides in the future to proceed voluntarily under the Federal Bankruptcy Code, the City would
develop and file a plan for the adjustment of its debts, and the Bankruptcy Court would confirm the plan if (1) the plan
complies with the applicable provisions of the Federal Bankruptcy Code, (2) all payments to be made in connection
with the plan are fully disclosed and reasonable, (3) the City is not prohibited by law from taking any action necessary
to carry out the plan, (4) administrative expenses are paid in full, (5) all regulatory or electoral approvals required
under Texas law are obtained and (6) the plan is in the best interests of creditors and is feasible. The rights and
remedies of the owners of the Bonds would be adjusted in accordance with the confirmed plan of adjustment of the
City’s debt. The City cannot predict a Bankruptcy Court’s treatment of the Bondholders’ creditor claim and whether
a Bondholder would be repaid in full.
Judicial Foreclosures
Judicial foreclosure proceedings are not mandatory; however, the City has covenanted (subject to the
provisions set forth in the Indenture) to order and cause such actions to be commenced. In the event a foreclosure is
necessary, there could be a delay in payments to owners of the Bonds pending prosecution of the foreclosure
proceedings and receipt by the City of the proceeds of the foreclosure sale. It is possible that no bid would be received
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at the foreclosure sale, and, in such event, there could be an additional delay in payment of the principal of and interest
on the Bonds or such payment may not be made in full. Moreover, in filing a suit to foreclose, the City must join
other taxing units that have claims for delinquent taxes against all or part of the same property; the proceeds of any
sale of property within Improvement Areas #2-4 of the District available to pay debt service on the Bonds may be
limited by the existence of other tax liens on the property. See “OVERLAPPING TAXES AND DEBT.” Collection
of delinquent taxes, assessments and the Assessments may be adversely affected by the effects of market conditions
on the foreclosure sale price, and by other factors, including taxpayers’ right to redeem property within two years of
foreclosure for residential and agricultural use property and six months for other property, and by a time-consuming
and expensive collection procedure.
Loss of Tax Exemption
The Indenture contains covenants by the City intended to preserve the exclusion from gross income of interest
on the Bonds for federal income tax purposes. As discussed under the caption “TAX MATTERS” herein, interest on
the Bonds could become includable in gross income for purposes of federal income taxation, retroactive to the date
the Bonds were issued, as a result of future acts or omissions of the City in violation of its covenants in the Indenture.
Tax legislation, administrative actions taken by tax authorities, or court decisions, whether at the Federal or
state level, may adversely affect the tax-exempt status of interest on the Bonds under Federal or state law and could
affect the market price or marketability of the Bonds. Any such proposal could limit the value of certain deductions
and exclusions, including the exclusion for tax-exempt interest. The likelihood of any such proposal being enacted
cannot be predicted. Prospective purchasers of the Bonds should consult their own tax advisors regarding the
foregoing matters.
Tax-Exempt Status of the Bonds
As further described in “TAX MATTERS” below, failure of the City to comply with the requirements of the
Internal Revenue Code of 1986 (the “Code”) and the related legal authorities, or changes in the federal tax law or its
application, could cause interest on the Bonds to be included in the gross income of owners of the Bonds for federal
income tax purposes, possibly from the date of original issuance of the Bonds. Further, the opinion of Bond Counsel
is based on current legal authority, covers certain matters not directly addressed by such authorities, and represents
Bond Counsel’s judgment as to the proper treatment of interest on the Bonds for federal income tax purposes. It is
not binding on the Internal Revenue Service (“IRS”) or the courts. The IRS has an ongoing program of auditing
obligations that are issued and sold as bearing tax-exempt interest to determine whether, in the view of the IRS, interest
on such obligations is included in the gross income of the owners thereof for federal income tax purposes. The IRS
has focused certain of its audit efforts in the past on “developer-driven bond transactions,” including certain tax
increment financings and certain assessment bond transactions. In some audits, the IRS has asserted that interest on
such “developer-driven” obligations can be taxable, in certain circumstances. It cannot be predicted if this IRS focus
could lead to an audit of the Bonds or what the result would be of any such audit. If an audit of the Bonds is
commenced, under current procedures parties other than the City would have little, if any, right to participate in the
audit process. Moreover, because achieving judicial review in connection with an audit of tax-exempt obligations is
difficult, obtaining an independent review of IRS positions with which the City legitimately disagrees, may not be
practicable. Any action of the IRS, regardless of the outcome, including but not limited to selection of the Bonds for
audit, or the course or result of such audit, or an audit of obligations presenting similar tax issues, may affect the
market price for, or the marketability of, the Bonds. Finally, if the IRS ultimately determines that the interest on the
Bonds is not excluded from the gross income of Bondholders for federal income tax purposes, the City may not have
the resources to settle with the IRS, the Bonds are not required to be redeemed, and the interest rate on the Bonds will
not increase.
Management and Ownership
The management and ownership of the Developer and related property owners could change in the future.
Purchasers of the Bonds should not rely on the management experience of such entities. There are no assurances that
such entities will not sell the subject property or that officers will not resign or be replaced. In such circumstances, a
new developer or new officers in management positions may not have comparable experience in development projects
comparable to that of the Development.
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Dependence Upon Developer and Homebuilders
[TO BE UPDATED PENDING UPDATES TO ASSESSMENT PAYER CONCENTRATION] As of
May 9, 2026, (i) the Developer was responsible for __% of the Assessments, (ii) First Texas was responsible for __%
of the Assessments, (iii) Lennar was responsible for ___% of the Assessments, and (iv) Mattamy was responsible for
___% of the Assessments. The ability of the Developer, First Texas, Mattamy and Lennar to make full and timely
payment of the Assessments will directly affect the ability of the City to meet its debt service obligations with respect
to the Bonds. The only assets of the Developer are its land within the District, related permits and development rights,
and minor operating accounts. The source of funding for future land development activities and infrastructure
construction to develop the lots proposed for the District also consists of proceeds of the Bonds and proceeds of lot
sales, as well as possible bank financing and equity contributions by the Developer. There can be no assurances given
as to the financial ability of the Developer, Lennar, Mattamy, or First Texas to advance any funds to the City to
supplement revenues from the Assessments if necessary, or as to whether such parties will advance such funds. None
of such parties will guarantee or otherwise be obligated to pay debt service on the Bonds.
The City will pay the Developer, or the Developer’s designee, from proceeds of the Bonds for project costs
actually incurred in developing and constructing the Improvement Areas #2-4 Improvements within Improvement
Areas #2-4 of the District. See “THE IMPROVEMENT AREAS #2-4 IMPROVEMENTS – General” and “THE
DEVELOPMENT – Development Plan and Status of Development.” There can be no assurances given as to the
financial ability of the Developer to complete such improvements.
Use of Appraisal
Caution should be exercised in the evaluation and use of valuations included in the Appraisal. The Appraisal
is an estimate of market value as of a specified date based upon assumptions and limiting conditions and any
extraordinary assumptions specific to the relevant valuation and specified therein. The estimated market value
specified in the Appraisal is not a precise measure of value, but is based on a subjective comparison of related activity
taking place in the real estate market. The valuation set forth in the Appraisal is based on various assumptions of
future expectations and while the Appraiser’s forecasts for properties in Improvement Areas #2-4 of the District is
considered to be reasonable at the current time, some of the assumptions may not materialize or may differ materially
from actual experience in the future. The Bonds will not necessarily trade at values determined solely by reference to
the underlying value of the properties in Improvement Areas #2-4 of the District.
In performing its analysis, the Appraiser makes numerous assumptions with respect to general business,
economic and regulatory conditions and other matters, many of which are beyond the Appraiser’s, Underwriter's and
City’s control, as well as certain factual matters. Furthermore, the Appraiser’s analysis, opinions and conclusions are
necessarily based upon market, economic, financial and other circumstances and conditions existing prior to the
valuation and date of the Appraisal.
The intended use and user of the Appraisal are specifically identified in the Appraisal as agreed upon in the
contract for services and/or reliance language found in the Appraisal. The Appraiser has consented to the use of the
Appraisal in this Limited Offering Memorandum in connection with the issuance of the Bonds. No other use or user
of the Appraisal is permitted by any other party for any other purpose.
Developer Principal Financial Relationships and Other Matters Relating to Developer Affiliates
Set forth below is a summary of certain litigation and other matters involving certain affiliates of Centurion.
No assurances can be given as to the result of the following lawsuits or any charges related thereto or the impact, if
any, of such result on one or more of Mehrdad Moayedi’s (“Moayedi”), the operations of Centurion, and the
Developer’s ability to continue funding the Development.
Investigation of United Development Funding. Subsidiaries of Centurion American are involved in the
development of master planned residential community and mixed-use projects. Some of these projects have
previously been developed using funding provided by various entities associated with United Development Funding
(“UDF”), including United Development Funding IV, a publicly traded real estate investment trust (“UDF IV”). In
connection with governmental investigations of UDF (the “UDF Investigations”), Centurion and some of its
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employees were contacted in mid-2016 to provide certain information to such governmental fact-finders as part of an
information gathering process on the UDF Investigations. Centurion and its employees fully complied with the
information gathering process. Neither Centurion nor any of its employees or affiliates have received any information
indicating that they are either targets or subjects of any governmental investigation.
Megatel Homes III, LLC v. Wilbow-Windhaven Development Corporation v. Centurion Windhaven, LP, et
al.; in Denton County Texas. Plaintiff Megatel Homes III, LLC (“Megatel”) brought claims against both Defendant
Wilbow Windhaven Development Corp. (“Wilbow”), Defendant Centurion Acquisitions, LP (“CA”), and Defendant
CADG Windhaven, LLC (“CADG,” collectively with CA, “Centurion Defendants”). Megatel’s claims against
Wilbow consist of request for Declaratory Judgment; Breach of Contract (failure to allow Megatel to acquire any lots
in Phase 2 and the remaining lots in Phase 1 development (12 lots: A1-8, B15-18) and failure to achieve substantial
completion of all phase 1 lots by 12/31/2016); and Indemnity. Megatel’s claims against CA and CADG consist of
Breach of Contract; Fraud; and Indemnity. A Motion to Expunge Lis Pendens was granted by court on October 2,
2020. Megatel re-filed the Lis Pendens and Wilbow responded by filing a Motion to Expunge. The court granted the
Motion to Expunge the Lis Pendens on May 19, 2021. On June 4, 2021, LMSM Holdings, LLC filed suit and brought
claims against Megatel Homes III, LLC for breach of promissory note and breach of contract in a case styled LMSM
Holdings, LLC v. Megatel Homes III, LLC. This suit brought by LMSM was later consolidated with Megatel Homes
III, LLC v. Wilbow-Windhaven Development Corporation v. Centurion Windhaven, LP, et al. Subsequently, at the
pre-trial hearing, a Motion for Separate trials was granted and the case was separated into a jury trial for LMSM’s
Breach of Promissory Note and Breach of Contract causes of action, and a non-jury trial on the contract causes of
action related to the Potential Vertical Rise (PVR) and associated claims. On June 23, 2025, the jury returned a verdict
in favor of LMSM on the Breach of Contract and Breach of Promissory Note causes of action and awarded damages
in the amount of $590,087.99 and $700,000.00 in attorneys’ fees. The parties have briefed the court with respect to
the non-jury trial causes of action, and a trial date has not yet been set; however, counsel is working diligently to find
and set a trial date that works for all parties and counsel of record.
Megatel Claims. Megatel has brought additional causes of action against Moayedi, Centurion (and certain
of its affiliates) and UDF as listed below. Megatel has asserted various allegations of fraud, RICO violations,
conspiracy, breach of fiduciary duty, and others in what Centurion believes to be an attempt to force Moayedi,
Centurion and UDF to settle with Megatel. In addition to the filing of the below lawsuits, Megatel has also filed Lis
Pendens against property owned by third-parties, has sent letters to Megatel’s competitors attempting to interfere with
their relationship with Centurion and has possibly partnered with parties believed to be adversarial to Moayedi,
Centurion and UDF. Centurion continues to aggressively fight against these actions and against what it believes to be
the baseless claims made in the lawsuits.
1. Cause No. 3:20-CV-00688-L: Megatel Homes, LLC, et al. v. Mehrdad Moayedi, et al., in U.S. District
Court, Northern District of Texas.
Risk from Weather Events
All of the State, including the City and the District, is subject to extreme weather events that can cause loss
of life and damage to property through strong winds, flooding, heavy rains, extreme heat and freezes, including events
similar to the severe winter storm that the continental United States experienced in February 2021, which resulted in
disruptions in the Electric Reliability Council of Texas power grid and prolonged blackouts throughout the State. It
is impossible to predict whether similar events will occur in the future and the impact they may have on the City or
the District.
100-Year Flood Plain
According to the FEMA FIRM Map 48085C0155J, revised on June 2, 2009, Panel 155 of 600, an
approximately 35.7 acre portion of the property, the areas along the Hurricane Creek Tributary, crossing the north
west portion of the District are located in special flood hazard areas subject to inundation by the 100-year flood,
defined as Zone A. Zone A is defined as areas within the Special Flood Hazard Area where no base flood elevations
have been determined. Mandatory flood insurance purchase requirements apply in areas designated as Zone A. All
property designated as Zone A in the District is expected to be undeveloped open space and the Developer does not
intend to reclaim any such land. None of such land is located in Improvement Areas #2-4.
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Competition
The housing industry in the Dallas-Fort Worth area is very competitive, and none of the Developer, the City,
the City’s Municipal Advisor or the Underwriter can give any assurance that the building programs which are planned
will be completed in accordance with the Developer’s expectations. The competitive position of the Developer in the
sale of developed lots or of any other homebuilder in the construction and sale of single-family residential units is
affected by most of the factors discussed in this “BONDHOLDERS’ RISKS” section, and such competitive position
is directly related to maintenance of market values in the District. There can be no assurances that other similar
projects will not be developed in the future or that existing projects will not be upgraded or otherwise be able to
compete with the Development. Below is a list of a few competitive projects in the area.
Pro ect Name # of Units
Proximity
to District
Miles Develo e Builders Prices
Anna Towne Square 1,915 6.8 miles Windsor
Pulte, Megatel,
Windsor, DR.
Horton, Pacesetter
$370,000+
Anna Ranch 556 8 miles Brightland Brightland,
Meritage $385,000+
AnaCapri 1,239 4.5 miles Megatel Megatel $390,000+
Limited Secondary Market for the Bonds
The Bonds may not constitute a liquid investment, and there is no assurance that a liquid secondary market
will exist for the Bonds in the event an Owner thereof determines to solicit purchasers for the Bonds. Even if a liquid
secondary market exists, there can be no assurance as to the price for which the Bonds may be sold. Such price may
be lower than that paid by the current Owners of the Bonds, depending on the progress of development of Improvement
Areas #2-4 subject to the Assessments, existing real estate and financial market conditions and other factors.
No Credit Rating
The City has not applied for or received a rating on the Bonds. Even if a credit rating had been sought for
the Bonds, it is not anticipated that such a rating would have been investment grade. The absence of a rating could
affect the future marketability of the Bonds. There is no assurance that a secondary market for the Bonds will develop
or that holders who desire to sell their Bonds prior to the stated maturity will be able to do so. Occasionally, because
of general market conditions or because of adverse history or economic prospects connected with a particular issue,
secondary market trading in connection with a particular issue is suspended or terminated. Additionally, prices of
issues for which a market is being made will depend upon then generally prevailing circumstances. Such prices could
be substantially different from the original purchase price.
Cybersecurity Risks
The City, like other municipalities in the State, utilizes technology in conducting its operations. As a user of
technology, the City potentially faces cybersecurity threats (e.g., hacking, phishing, viruses, malware, and
ransomware) on its technology systems. Accordingly, the City may be the target of a cyber-attack on its technology
systems that could result in adverse consequences to the City. The City employs a multi-layered approach to combating
cybersecurity threats. While the City deploys layered technologies and requires employees to receive cybersecurity
training, as required by State law, among other efforts, cybersecurity breaches could cause material disruptions to the
City’s finances or operations. The costs of remedying such breaches or protecting against future cyber-attacks could
be substantial. Further, cybersecurity breaches could expose the City to litigation and other legal risks, which could
cause the City to incur other costs related to such legal claims or proceedings.
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TAX MATTERS
Opinion
On the date of initial delivery of the Bonds, McCall, Parkhurst & Horton L.L.P., Bond Counsel to the City,
will render its opinion that, in accordance with statutes, regulations, published rulings and court decisions existing on
the date thereof (“Existing Law”), (1) interest on the Bonds for federal income tax purposes will be excludable from
the “gross income” of the holders thereof and (2) the Bonds will not be treated as “specified private activity bonds”
the interest on which would be included as an alternative minimum tax preference item under section 57(a)(5) of the
Internal Revenue Code of 1986 (the “Code”). Except as stated above, Bond Counsel to the City will express no
opinion as to any other federal, state, or local tax consequences of the purchase, ownership or disposition of the Bonds.
See “APPENDIX C – Form of Opinion of Bond Counsel.”
In rendering its opinion, Bond Counsel to the City will rely upon (a) the City’s federal tax certificate and (b)
covenants of the City with respect to arbitrage, the application of the proceeds to be received from the issuance and
sale of the Bonds and certain other matters. Failure of the City to comply with these representations or covenants
could cause the interest on the Bonds to become includable in gross income retroactively to the date of issuance of the
Bonds.
The Code and the regulations promulgated thereunder contain a number of requirements that must be satisfied
subsequent to the issuance of the Bonds in order for interest on the Bonds to be, and to remain, excludable from gross
income for federal income tax purposes. Failure to comply with such requirements may cause interest on the Bonds
to be included in gross income retroactively to the date of issuance of the Bonds. The opinion of Bond Counsel to the
City is conditioned on compliance by the City with the covenants and the requirements described in the preceding
paragraph, and Bond Counsel to the City has not been retained to monitor compliance with these requirements
subsequent to the issuance of the Bonds.
Bond Counsel’s opinion represents its legal judgment based upon its review of Existing Law and the reliance
on the aforementioned information, representations and covenants. Bond Counsel’s opinion is not a guarantee of a
result. The Existing Law is subject to change by the Congress and to subsequent judicial and administrative
interpretation by the courts and the Department of the Treasury. There can be no assurance that such Existing Law or
the interpretation thereof will not be changed in a manner which would adversely affect the tax treatment of the
purchase, ownership or disposition of the Bonds.
A ruling was not sought from the Internal Revenue Service by the City with respect to the Bonds or the
facilities financed or refinanced with the proceeds of the Bonds. Bond Counsel’s opinion represents its legal judgment
based upon its review of Existing Law and the representations of the City that it deems relevant to render such opinion
and is not a guarantee of a result. No assurances can be given as to whether the Internal Revenue Service will
commence an audit of the Bonds, or as to whether the Internal Revenue Service would agree with the opinion of Bond
Counsel. If an audit is commenced, under current procedures the Internal Revenue Service is likely to treat the City
as the taxpayer and the Bondholders may have no right to participate in such procedure. No additional interest will
be paid upon any determination of taxability.
Federal Income Tax Accounting Treatment of Original Issue Discount
The initial public offering price to be paid for one or more maturities of the Bonds may be less than the
principal amount thereof or one or more periods for the payment of interest on the Bonds may not be equal to the
accrual period or be in excess of one year (the “Original Issue Discount Bonds”). In such event, the difference between
(i) the “stated redemption price at maturity” of each Original Issue Discount Bond, and (ii) the initial offering price to
the public of such Original Issue Discount Bond would constitute original issue discount. The “stated redemption
price at maturity” means the sum of all payments to be made on the Bonds less the amount of all periodic interest
payments. Periodic interest payments are payments which are made during equal accrual periods (or during any
unequal period if it is the initial or final period) and which are made during accrual periods which do not exceed one
year.
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Under Existing Law, any owner who has purchased such Original Issue Discount Bond in the initial public
offering is entitled to exclude from gross income (as defined in section 61 of the Code) an amount of income with
respect to such Original Issue Discount Bond equal to that portion of the amount of such original issue discount
allocable to the accrual period. For a discussion of certain collateral federal tax consequences, see discussion set forth
below.
In the event of the redemption, sale or other taxable disposition of such Original Issue Discount Bond prior
to stated maturity, however, the amount realized by such owner in excess of the basis of such Original Issue Discount
Bond in the hands of such owner (adjusted upward by the portion of the original issue discount allocable to the period
for which such Original Issue Discount Bond was held by such initial owner) is includable in gross income.
Under Existing Law, the original issue discount on each Original Issue Discount Bond is accrued daily to the
stated maturity thereof (in amounts calculated as described below for each six-month period ending on the date before
the semiannual anniversary dates of the date of the Bonds and ratably within each such six-month period) and the
accrued amount is added to an initial owner’s basis for such Original Issue Discount Bond for purposes of determining
the amount of gain or loss recognized by such owner upon the redemption, sale or other disposition thereof. The
amount to be added to basis for each accrual period is equal to (a) the sum of the issue price and the amount of original
issue discount accrued in prior periods multiplied by the yield to stated maturity (determined on the basis of
compounding at the close of each accrual period and properly adjusted for the length of the accrual period) less (b)
the amounts payable as current interest during such accrual period on such Original Issue Discount Bond.
The federal income tax consequences of the purchase, ownership, redemption, sale or other disposition of
Original Issue Discount Bonds which are not purchased in the initial offering at the initial offering price may be
determined according to rules which differ from those described above. All owners of Original Issue Discount Bonds
should consult their own tax advisors with respect to the determination for federal, state and local income tax purposes
of the treatment of interest accrued upon redemption, sale or other disposition of such Original Issue Discount Bonds
and with respect to the federal, state, local and foreign tax consequences of the purchase, ownership, redemption, sale
or other disposition of such Original Issue Discount Bonds.
Collateral Federal Income Tax Consequences
The following discussion is a summary of certain collateral federal income tax consequences resulting from
the purchase, ownership or disposition of the Bonds. This discussion is based on Existing Law, which is subject to
change or modification, retroactively.
The following discussion is applicable to investors, other than those who are subject to special provisions of
the Code, such as financial institutions, property and casualty insurance companies, life insurance companies,
individual recipients of Social Security or Railroad Retirement benefits, individuals allowed an earned income credit,
certain S corporations with Subchapter C earnings and profits, foreign corporations subject to the branch profits tax,
taxpayers qualifying for the health insurance premium assistance credit, and taxpayers who may be deemed to have
incurred or continued indebtedness to purchase tax-exempt obligations.
THE DISCUSSION CONTAINED HEREIN MAY NOT BE EXHAUSTIVE. INVESTORS, INCLUDING
THOSE WHO ARE SUBJECT TO SPECIAL PROVISIONS OF THE CODE, SHOULD CONSULT THEIR OWN
TAX ADVISORS AS TO THE TAX TREATMENT WHICH MAY BE ANTICIPATED TO RESULT FROM THE
PURCHASE, OWNERSHIP AND DISPOSITION OF TAX-EXEMPT OBLIGATIONS BEFORE DETERMINING
WHETHER TO PURCHASE THE BONDS.
Interest on the Bonds may be includable in certain corporation’s “adjusted financial statement income”
determined under section 56A of the Code to calculate the alternative minimum tax imposed by section 55 of the
Code.
Under section 6012 of the Code, holders of tax-exempt obligations, such as the Bonds, may be required to
disclose interest received or accrued during each taxable year on their returns of federal income taxation.
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Section 1276 of the Code provides for ordinary income tax treatment of gain recognized upon the disposition
of a tax-exempt obligation, such as the Bonds, if such obligation was acquired at a “market discount” and if the fixed
maturity of such obligation is equal to, or exceeds, one year from the date of issue. Such treatment applies to “market
discount Bonds” to the extent such gain does not exceed the accrued market discount of such Bonds; although for this
purpose, a de minimis amount of market discount is ignored. A “market discount bond” is one which is acquired by
the holder at a purchase price which is less than the stated redemption price at maturity or, in the case of a bond issued
at an original issue discount, the “revised issue price” (i.e., the issue price plus accrued original issue discount). The
“accrued market discount” is the amount which bears the same ratio to the market discount as the number of days
during which the holder holds the obligation bears to the number of days between the acquisition date and the final
maturity date.
State, Local and Foreign Taxes
Investors should consult their own tax advisors concerning the tax implications of the purchase, ownership
or disposition of the Bonds under applicable state or local laws. Foreign investors should also consult their own tax
advisors regarding the tax consequences unique to investors who are not United States persons.
Information Reporting and Backup Withholding
Subject to certain exceptions, information reports describing interest income, including original issue
discount, with respect to the Bonds will be sent to each registered holder and to the Internal Revenue Service.
Payments of interest and principal may be subject to backup withholding under section 3406 of the Code if a recipient
of the payments fails to furnish to the payor such owner’s social security number or other taxpayer identification
number (“TIN”), furnishes an incorrect TIN, or otherwise fails to establish an exemption from the backup withholding
tax. Any amounts so withheld would be allowed as a credit against the recipient’s federal income tax. Special rules
apply to partnerships, estates and trusts, and in certain circumstances, and in respect of foreign investors, certifications
as to foreign status and other matters may be required to be provided by partners and beneficiaries thereof.
Future and Proposed Legislation
Tax legislation, administrative actions taken by tax authorities, or court decisions, whether at the Federal or
state level, may adversely affect the tax-exempt status of interest on the Bonds under Federal or state law and could
affect the market price or marketability of the Bonds. Any such proposal could limit the value of certain deductions
and exclusions, including the exclusion for tax-exempt interest. The likelihood of any such proposal being enacted
cannot be predicted. Prospective purchasers of the Bonds should consult their own tax advisors regarding the
foregoing matters.
LEGAL MATTERS
Legal Proceedings
Delivery of the Bonds will be accompanied by (i) the unqualified approving legal opinion of the Attorney
General to the effect that the Bonds are valid and legally binding obligations of the City under the Constitution and
laws of the State, payable from the Trust Estate and, (ii) based upon their examination of a transcript of certified
proceedings relating to the issuance and sale of the Bonds, the legal opinion of Bond Counsel, to a like effect.
McCall, Parkhurst & Horton L.L.P. Serves as Bond Counsel to the City. Greenberg Traurig, LLP serves as
Underwriter’s Counsel. The legal fees paid to Bond Counsel and Underwriter’s Counsel are contingent upon the sale
and delivery of the Bonds.
Legal Opinions
The City will furnish the Underwriter a transcript of certain certified proceedings incident to the authorization
and issuance of the Bonds. Such transcript will include a certified copy of the approving opinion of the Attorney
General of Texas, as recorded in the Bond Register of the Comptroller of Public Accounts of the State, to the effect
that the Bonds are valid and binding special obligations of the City. The City will also furnish the legal opinion of
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Bond Counsel, to the effect that, based upon an examination of such transcript, the Bonds are valid and binding special
obligations of the City under the Constitution and laws of the State. The legal opinion of Bond Counsel will further
state that the Bonds, including principal thereof and interest thereon, are payable from and secured by a pledge of and
lien on the Pledged Revenues. Bond Counsel will also provide a legal opinion to the effect that interest on the Bonds
will be excludable from gross income for federal income tax purposes under Section 103(a) of the Code, subject to
the matters described above under the caption “TAX MATTERS,” including the alternative minimum tax
consequences for certain corporations. A copy of the opinion of Bond Counsel is attached hereto as “APPENDIX C
— FORM OF OPINION OF BOND COUNSEL.”
Except as noted below, Bond Counsel did not take part in the preparation of the Limited Offering
Memorandum, and such firm has not assumed any responsibility with respect thereto or undertaken independently to
verify any of the information contained therein, except that, in its capacity as Bond Counsel, such firm has reviewed
the information describing the Bonds in the Limited Offering Memorandum under the captions or subcaptions “PLAN
OF FINANCE — The Bonds,” “DESCRIPTION OF THE BONDS,” “SECURITY FOR THE BONDS” (except for
the second paragraph under the subcaption “General”), “ASSESSMENT PROCEDURES” (except for the subcaptions
“Assessment Methodology” and “Assessment Amounts”), “THE DISTRICT,” “TAX MATTERS,” “LEGAL
MATTERS — Legal Proceedings,” “LEGAL MATTERS — Legal Opinions,” “SUITABILITY FOR
INVESTMENT,” “CONTINUING DISCLOSURE – The City,” “REGISTRATION AND QUALIFICATION OF
BONDS FOR SALE,” “LEGAL INVESTMENTS AND ELIGIBILITY TO SECURE PUBLIC FUNDS IN TEXAS,”
“INVESTMENTS” and “APPENDIX A – Form of Indenture” and such firm is of the opinion that the information
relating to the Bonds, the Bond Ordinance, the Assessment Ordinance and the Indenture contained therein fairly and
accurately describes the laws and legal issues addressed therein and, with respect to the Bonds, such information
conforms to the Bond Ordinance, the Assessment Ordinance and the Indenture.
The various legal opinions to be delivered concurrently with the delivery of the Bonds express the
professional judgment of the attorneys rendering the opinions as to the legal issues explicitly addressed therein. In
rendering a legal opinion, the attorney does not become an insurer or guarantor of that expression of professional
judgment, of the transaction opined upon, or of the future performance of the parties to the transaction. Nor does the
rendering of an opinion guarantee the outcome of any legal dispute that may arise out of the transaction.
Litigation — The City
At the time of delivery and payment for the Bonds, the City will certify that, except as disclosed herein, there
is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, regulatory agency,
public board or body, pending or overtly threatened against the City affecting the existence of the District, or seeking
to restrain or to enjoin the sale or delivery of the Bonds, the application of the proceeds thereof, in accordance with
the Indenture, or the collection or application of Assessments securing the Bonds, or in any way contesting or affecting
the validity or enforceability of the Bonds, the Assessment Ordinance, the Indenture, any action of the City
contemplated by any of the said documents, or the collection or application of the Pledged Revenues, or in any way
contesting the completeness or accuracy of this Limited Offering Memorandum or any amendment or supplement
thereto, or contesting the powers of the City or its authority with respect to the Bonds or any action of the City
contemplated by any documents relating to the Bonds.
Litigation — The Developer
At the time of delivery and payment for the Bonds, the Developer will certify that, except as disclosed herein,
there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, regulatory
body, public board or body pending, or, to the best knowledge of the Developer, threatened against or affecting the
Developer wherein an unfavorable decision, ruling or finding would have a material adverse effect on the financial
condition or operations of the Developer or its officers or would adversely affect (1) the transactions contemplated by,
or the validity or enforceability of, the Bonds, the Indenture, the Bond Ordinance, the Service and Assessment Plan,
the Development Agreement, or the Bond Purchase Agreement, or otherwise described in this Limited Offering
Memorandum, or (2) the tax-exempt status of interest on the Bonds (individually or in the aggregate, a “Material
Adverse Effect”). Additionally, Mr. Mehrdad Moayedi and his affiliated entities have been and are parties to pending
and threatened litigation related to their commercial and real estate development activities. Such litigation occurs in
the ordinary course of business and is not expected to have a Material Adverse Effect.
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For a description of litigation and other matters related to affiliated entities of the Developer, see
“BONDHOLDERS’ RISKS — Developer Principal Financial Relationships and Other Matters Relating to Developer
Affiliates.”
SUITABILITY FOR INVESTMENT
Investment in the Bonds poses certain economic risks. See “BONDHOLDERS’ RISKS.” The Bonds are
not rated by any nationally recognized municipal securities rating service. No dealer, broker, salesman or other person
has been authorized by the City or the Underwriter to give any information or make any representations, other than
those contained in this Limited Offering Memorandum, and, if given or made, such other information or
representations must not be relied upon as having been authorized by either of the foregoing. Additional information
will be made available to each prospective investor, including the benefit of a site visit to the City and the opportunity
to ask questions of the Developer, as such prospective investor deems necessary in order to make an informed decision
with respect to the purchase of the Bonds.
ENFORCEABILITY OF REMEDIES
The remedies available to the owners of the Bonds upon an event of default under the Indenture are in many
respects dependent upon judicial actions, which are often subject to discretion and delay. See “BONDHOLDERS’
RISKS — Bondholders’ Remedies and Bankruptcy.” Under existing constitutional and statutory law and judicial
decisions, including the federal bankruptcy code, the remedies specified by the Indenture and the Bonds may not be
readily available or may be limited. The various legal opinions to be delivered concurrently with the delivery of the
Bonds will be qualified, as to the enforceability of the remedies provided in the various legal instruments, by
limitations imposed by governmental immunity, bankruptcy, reorganization, insolvency or other similar laws affecting
the rights of creditors, including the exercise of judicial discretion, and enacted before or after such delivery.
NO RATING
No application for a rating on the Bonds has been made to any rating agency, nor is there any reason to
believe that the City would have been successful in obtaining an investment grade rating for the Bonds had application
been made.
CONTINUING DISCLOSURE
The City
Pursuant to Rule 15c2-12 of the United States Securities and Exchange Commission (the “Rule”), the City,
the Administrator, and Regions Bank (in such capacity, the “Dissemination Agent”) will enter into a Continuing
Disclosure Agreement (the “City Disclosure Agreement”) for the benefit of the Owners of the Bonds (including
owners of beneficial interests in the Bonds), to provide, by certain dates prescribed in the City Disclosure Agreement,
certain financial information and operating data relating to the City (collectively, the “City Reports”). The specific
nature of the information to be contained in the City Reports is set forth in “APPENDIX D-1 — Form of City
Disclosure Agreement.” Under certain circumstances, the failure of the City to comply with its obligations under the
City Disclosure Agreement constitutes an event of default thereunder. Such a default will not constitute an event of
default under the Indenture, but such event of default under the City Disclosure Agreement would allow the Owners
of the Bonds (including owners of beneficial interests in the Bonds) to bring an action for specific performance.
The City has agreed to update information and to provide notices of certain specified events only as provided
in the City Disclosure Agreement. The City has not agreed to provide other information that may be relevant or
material to a complete presentation of its financial results of operations, condition, or prospects or agreed to update
any information that is provided in this Limited Offering Memorandum, except as provided in the City Disclosure
Agreement. The City makes no representation or warranty concerning such information or concerning its usefulness
to a decision to invest in or sell the Bonds at any future date. The City disclaims any contractual or tort liability for
damages resulting in whole or in part from any breach of the City Disclosure Agreement or from any statement made
pursuant to the City Disclosure Agreement.
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The City’s Compliance with Prior Undertakings
During the last five years, the City believes it has substantially complied in all material respects with all
continuing disclosure agreements made by it in accordance with the Rule.
The Developer
The Developer, the Administrator, and the Dissemination Agent expect to enter into a Continuing Disclosure
Agreement (the “Developer Disclosure Agreement”) for the benefit of the Owners of the Bonds (including owners of
beneficial interests in the Bonds), to provide, by certain dates prescribed in the Developer Disclosure Agreement,
certain information regarding the Development and the Improvement Areas #2-4 Improvements (collectively, the
“Developer Reports”). The specific nature of the information to be contained in the Developer Reports is set forth in
“APPENDIX D-2 — Form of Developer Disclosure Agreement.” Under certain circumstances, the failure of the
Developer or the Administrator to comply with its obligations under the Developer Disclosure Agreement constitutes
an event of default thereunder. Such a default will not constitute an event of default under the Indenture, but such
event of default under the Developer Disclosure Agreement would allow the Owners of the Bonds (including owners
of beneficial interests in the Bonds) to bring an action for specific performance. The Developer Disclosure Agreement
is a voluntary agreement made for the benefit of the holders of the Bonds and is not entered into pursuant to the Rule.
The Developer has agreed to provide (i) certain updated information to the Administrator, which consultant
will prepare and provide such updated information in report form and (ii) notices of certain specified events, only as
provided in the Developer Disclosure Agreement. The Developer has not agreed to provide other information that
may be relevant or material to a complete presentation of its financial results of operations, condition, or prospects or
agreed to update any information that is provided in this Limited Offering Memorandum, except as provided in the
Developer Disclosure Agreement. The Developer makes no representation or warranty concerning such information
or concerning its usefulness to a decision to invest in or sell the Bonds at any future date. The Developer disclaims
any contractual or tort liability for damages resulting in whole or in part from any breach of the Developer Disclosure
Agreement or from any statement made pursuant to the Developer Disclosure Agreement.
The Developer’s Compliance with Prior Undertakings
The Developer believes it has complied with its reporting requirements under its prior continuing disclosure
undertakings, except that the Developer omitted information relating to the Phase 2 Loan from its 3rd quarter 2024
quarterly report filed for the 2021 IA #1 Bonds and the 2021 MIA Bonds.
UNDERWRITING
FMSbonds, Inc. (the “Underwriter”), has agreed to purchase the Bonds from the City at a purchase price of
$__________ (the par amount of the Bonds, less an original issue discount of $_________, and less an underwriting
discount of $_________, which includes Underwriter’s Counsel’s fee of $__________). The Underwriter’s
obligations are subject to certain conditions precedent and if obligated to purchase any of the Bonds the Underwriter
will be obligated to purchase all of the Bonds. The Bonds may be offered and sold by the Underwriter at prices lower
than the initial offering prices stated on the inside cover page hereof, and such initial offering prices may be changed
from time to time by the Underwriter.
REGISTRATION AND QUALIFICATION OF BONDS FOR SALE
The sale of the Bonds has not been registered under the federal Securities Act of 1933, as amended, in reliance
upon the exemption provided thereunder by Section 3(a)(2); and the Bonds have not been qualified under the Securities
Act of Texas in reliance upon various exemptions contained therein; nor have the Bonds been qualified under the
securities acts of any other jurisdiction. The City assumes no responsibility for qualification of the Bonds under the
securities laws of any jurisdiction in which the Bonds may be sold, assigned, pledged, hypothecated or otherwise
transferred. This disclaimer of responsibility for qualification for sale or other disposition of the Bonds shall not be
construed as an interpretation of any kind with regard to the availability of any exemption from securities registration
provisions.
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LEGAL INVESTMENT AND ELIGIBILITY TO SECURE PUBLIC FUNDS IN TEXAS
The PID Act and Section 1201.041 of the Public Security Procedures Act (Chapter 1201, Texas Government
Code, as amended) provide that the Bonds are negotiable instruments and investment securities governed by Chapter
8, Texas Business and Commerce Code, as amended, and are legal and authorized investments for insurance
companies, fiduciaries, trustees, or for the sinking funds of municipalities or other political subdivisions or public
agencies of the State. With respect to investment in the Bonds by municipalities or other political subdivisions or
public agencies of the State, the PFIA requires that the Bonds be assigned a rating of at least “A” or its equivalent as
to investment quality by a national rating agency. See “NO RATING” above. In addition, the PID Act and various
provisions of the Texas Finance Code provide that, subject to a prudent investor standard, the Bonds are legal
investments for state banks, savings banks, trust companies with capital of one million dollars or more, and savings
and loan associations. The Bonds are eligible to secure deposits to the extent of their market value. No review by the
City has been made of the laws in other states to determine whether the Bonds are legal investments for various
institutions in those states. No representation is made that the Bonds will be acceptable to public entities to secure
their deposits or acceptable to such institutions for investment purposes.
The City made no investigation of other laws, rules, regulations or investment criteria which might apply to
such institutions or entities or which might limit the suitability of the Bonds for any of the foregoing purposes or limit
the authority of such institutions or entities to purchase or invest in the Bonds for such purposes.
INVESTMENTS
The City invests its funds in investments authorized by State law in accordance with investment policies
approved by the City Council. Both State law and the City’s investment policies are subject to change.
Under Texas law, the City is authorized to invest in (1) obligations, including letters of credit, of the United
States or its agencies and instrumentalities, including the Federal Home Loan Banks; (2) direct obligations of the State
or its agencies and instrumentalities; (3) collateralized mortgage obligations directly issued by a federal agency or
instrumentality of the United States, the underlying security for which is guaranteed by an agency or instrumentality
of the United States; (4) other obligations, the principal and interest of which are unconditionally guaranteed or insured
by or backed by the full faith and credit of, the State or the United States or their respective agencies and
instrumentalities, including obligations that are fully guaranteed or insured by the Federal Deposit Insurance
Corporation or by the explicit full faith and credit of the United States; (5) obligations of states, agencies, counties,
cities, and other political subdivisions of any state rated as to investment quality by a nationally recognized investment
rating firm not less than A or its equivalent; (6) bonds issued, assumed or guaranteed by the State of Israel; (7) interest-
bearing banking deposits that are guaranteed or insured by the Federal Deposit Insurance Corporation or its successor
or the National Credit Union Share Insurance Fund or its successor, (8) interest-bearing banking deposits other than
those described by clause (7) if (A) the funds invested in the banking deposits are invested through: (i) a broker with
a main office or branch office in this State that the City selects from a list the governing body or designated investment
committee of the entity adopts as required by Section 2256.025, Texas Government Code; or (ii) a depository
institution with a main office or branch office in the State that the City selects; (B) the broker or depository institution
selected as described by (A) above arranges for the deposit of the funds in the banking deposits in one or more federally
insured depository institutions, regardless of where located, for the investing entity's account; (C) the full amount of
the principal and accrued interest on the banking deposits is insured by the United States or an instrumentality of the
United States; and (D) the City appoints as its custodian of the banking deposits issued for its account: (i) the
depository institution selected as described by (A) above; (ii) an entity described by Section 2257.041(d), Texas
Government Code; or (iii) a clearing broker dealer registered with the SEC and operating under Securities and
Exchange Commission Rule 15c3-3; (9) certificates of deposit and share certificates (i) issued by or through an
institution that either has its main office or a branch office in the State, and are guaranteed or insured by the Federal
Deposit Insurance Corporation or the National Credit Union Insurance Fund, or are secured as to principal by
obligations described in clauses (1) through (8) or in any other manner and amount provided by law for City deposits,
or (ii) where (a) the funds are invested by the City through (I) a broker that has its main office or a branch office in
the State and is selected from a list adopted by the City as required by law or (II) a depository institution that has its
main office or a branch office in the State that is selected by the City; (b) the broker or the depository institution
selected by the City arranges for the deposit of the funds in certificates of deposit in one or more federally insured
depository institutions, wherever located, for the account of the City; (c) the full amount of the principal and accrued
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interest of each of the certificates of deposit is insured by the United States or an instrumentality of the United States,
and (d) the City appoints the depository institution selected under (a) above, a custodian as described by Section
2257.041(d) of the Texas Government Code, or a clearing broker-dealer registered with the Securities and Exchange
Commission and operating pursuant to Securities and Exchange Commission Rule 15c3-3 (17 C.F.R. Section
240.15c3-3) as custodian for the City with respect to the certificates of deposit; (10) fully collateralized repurchase
agreements that have a defined termination date, are fully secured by a combination of cash and obligations described
in clause (1) above and clause (13) below, which are pledged to the City, held in the City’s name, and deposited at the
time the investment is made with the City or with a third-party selected and approved by the City and are placed
through a primary government securities dealer, as defined by the Federal Reserve, or a financial institution doing
business in the State; (11) securities lending programs if (i) the securities loaned under the program are 100%
collateralized, a loan made under the program allows for termination at any time and a loan made under the program
is either secured by (a) obligations that are described in clauses (1) through (8) above, (b) irrevocable letters of credit
issued by a state or national bank that is continuously rated by a nationally recognized investment rating firm at not
less than A or its equivalent or (c) cash invested in obligations described in clauses (1) through (8) above, clauses (13)
through (15) below, or an authorized investment pool; (ii) securities held as collateral under a loan are pledged to the
City, held in the City’s name and deposited at the time the investment is made with the City or a third-party designated
by the City; (iii) a loan made under the program is placed through either a primary government securities dealer or a
financial institution doing business in the State; and (iv) the agreement to lend securities has a term of one year or less,
(12) certain bankers’ acceptances with the remaining term of 270 days or less, if the short-term obligations of the
accepting bank or its parent are rated at least A-1 or P-1 or the equivalent by at least one nationally recognized credit
rating agency, (13) commercial paper with a stated maturity of 365 days or less that is rated at least A-1 or P-1 or the
equivalent by either (a) two nationally recognized credit rating agencies or (b) one nationally recognized credit rating
agency if the paper is fully secured by an irrevocable letter of credit issued by a U.S. or state bank, (14) no-load money
market mutual funds registered with and regulated by the Securities and Exchange Commission that provide the City
with a prospectus and other information required by the Securities Exchange Act of 1934 or the Investment Company
Act of 1940 and comply with federal Securities and Exchange Commission Rule 2a-7, and (15) no-load mutual funds
registered with the Securities and Exchange Commission that have an average weighted maturity of less than two
years, and have a duration of one year or more and are invested exclusively in obligations described in this paragraph
or have a duration of less than one year and the investment portfolio is limited to investment grade securities, excluding
asset-backed securities. In addition, bond proceeds may be invested in guaranteed investment contracts that have a
defined termination date and are secured by obligations, including letters of credit, of the United States or its agencies
and instrumentalities in an amount at least equal to the amount of bond proceeds invested under such contract, other
than the prohibited obligations described in the next succeeding paragraph.
The City may invest in such obligations directly or through government investment pools that invest solely
in such obligations provided that the pools are rated no lower than “AAA” or “AAA-m” or an equivalent by at least
one nationally recognized rating service. The City may also contract with an investment management firm registered
under the Investment Advisers Act of 1940 (15 U.S.C. Section 80b-1 et seq.) or with the State Securities Board to
provide for the investment and management of its public funds or other funds under its control for a term up to two
years, but the City retains ultimate responsibility as fiduciary of its assets. In order to renew or extend such a contract,
the City must do so by order, ordinance, or resolution. The City is specifically prohibited from investing in: (1)
obligations whose payment represents the coupon payments on the outstanding principal balance of the underlying
mortgage-backed security collateral and pays no principal; (2) obligations whose payment represents the principal
stream of cash flow from the underlying mortgage-backed security and bears no interest; (3) collateralized mortgage
obligations that have a stated final maturity of greater than 10 years; and (4) collateralized mortgage obligations the
interest rate of which is determined by an index that adjusts opposite to the changes in a market index.
Under Texas law, the City is required to invest its funds under written investment policies that primarily
emphasize safety of principal and liquidity; that address investment diversification, yield, maturity, and the quality
and capability of investment management; and that includes a list of authorized investments for City funds, the
maximum allowable stated maturity of any individual investment, the maximum average dollar-weighted maturity
allowed for pooled fund groups, methods to monitor the market price of investments acquired with public funds, a
requirement for settlement of all transactions, except investment pool funds and mutual funds, on a delivery versus
payment basis, and procedures to monitor rating changes in investments acquired with public funds and the liquidation
of such investments consistent with the PFIA. All City funds must be invested consistent with a formally adopted
“Investment Strategy Statement” that specifically addresses each fund’s investment. Each Investment Strategy
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Statement will describe its objectives concerning: (1) suitability of investment type, (2) preservation and safety of
principal, (3) liquidity, (4) marketability of each investment, (5) diversification of the portfolio, and (6) yield.
Under Texas law, City investments must be made “with judgment and care, under prevailing circumstances,
that a person of prudence, discretion, and intelligence would exercise in the management of the person’s own affairs,
not for speculation, but for investment, considering the probable safety of capital and the probable income to be
derived.” At least quarterly the investment officers of the City shall submit an investment report detailing: (1) the
investment position of the City, (2) that all investment officers jointly prepared and signed the report, (3) the beginning
market value, the ending market value and the fully accrued interest for the reporting period of each pooled fund
group, (4) the book value and market value of each separately listed asset and fund type invested at the beginning and
end of the reporting period by the type of asset and fund type invested, (5) the maturity date of each separately invested
asset, (6) the account or fund or pooled fund group for which each individual investment was acquired, and (7) the
compliance of the investment portfolio as it relates to: (a) adopted investment strategy statements and (b) state law.
No person may invest in City funds without express written authority from the City Council.
Under Texas law the City is additionally required to: (1) annually review its adopted policies and strategies;
(2) adopt a rule, order, ordinance or resolution stating that it has reviewed its investment policy and investment
strategies and records any changes made to either its investment policy or investment strategy in the respective rule,
order, ordinance or resolution; (3) require any investment officers with personal business relationships or relatives
with firms seeking to sell securities to the City to disclose the relationship and file a statement with the Texas Ethics
Commission and the City Council; (4) require the registered principal of firms seeking to sell securities to the City to:
(a) receive and review the City’s investment policy, (b) acknowledge that reasonable controls and procedures have
been implemented to preclude investment transactions conducted between the City and the business organization that
are not authorized by the City’s investment policy (except to the extent that this authorization is dependent on an
analysis of the makeup of the City’s entire portfolio, requires an interpretation of subjective investment standards or
relates to investment transactions of the entity that are not made through accounts or other contractual arrangements
over which the business organization has accepted discretionary investment authority), and (c) deliver a written
statement attesting to these requirements; (5) perform an annual audit of the management controls on investments and
adherence to the City’s investment policy; (6) provide specific investment training for the officers of the City; (7)
restrict reverse repurchase agreements to not more than 90 days and restrict the investment of reverse repurchase
agreement funds to no greater than the term of the reverse repurchase agreement; (8) restrict the investment in no-load
mutual funds in the aggregate to no more than 15% of the entity’s monthly average fund balance, excluding bond
proceeds and reserves and other funds held for debt service; (9) require local government investment pools to conform
to the new disclosure, rating, net asset value, yield calculation, and advisory board requirements; and (10) at least
annually review, revise, and adopt a list of qualified brokers that are authorized to engage in investment transactions
with the City.
INFORMATION RELATING TO THE TRUSTEE
The City has appointed Regions Bank, an Alabama state banking corporation, to serve as Trustee. The Trustee
is to carry out those duties assignable to it under the Indenture. Except for the contents of this section, the Trustee has
not reviewed or participated in the preparation of this Limited Offering Memorandum and assumes no responsibility
for the contents, accuracy, fairness or completeness of the information set forth in this Limited Offering Memorandum
or for the recitals contained in the Indenture or the Bonds, or for the validity, sufficiency, or legal effect of any of such
documents.
Furthermore, the Trustee has no oversight responsibility, and is not accountable, for the use or application by
the City of any of the Bonds authenticated or delivered pursuant to the Indenture or for the use or application of the
proceeds of such Bonds by the City. The Trustee has not evaluated the risks, benefits, or propriety of any investment
in the Bonds and makes no representation, and has reached no conclusions, regarding the value or condition of any
assets or revenues pledged or assigned as security for the Bonds, the technical or financial feasibility of the project,
or the investment quality of the Bonds, about all of which the Trustee expresses no opinion and expressly disclaims
the expertise to evaluate.
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Additional information about the Trustee may be found at its website at www.regions.com. Neither the
information on the Trustee’s website, nor any links from that website, is a part of this Limited Offering Memorandum,
nor should any such information be relied upon to make investment decisions regarding the Bonds.
SOURCES OF INFORMATION
General
The information contained in this Limited Offering Memorandum has been obtained primarily from the
City’s records, the Developer and its representatives and other sources believed to be reliable. In accordance with its
responsibilities under the federal securities law, the Underwriter has reviewed the information in this Limited Offering
Memorandum in accordance with, and as part of, its responsibilities to investors under the federal securities laws as
applied to the facts and circumstances of the transaction, but the Underwriter does not guarantee the accuracy or
completeness of such information. The information and expressions of opinion herein are subject to change without
notice, and neither the delivery of this Limited Offering Memorandum or any sale hereunder will create any
implication that there has been no change in the financial condition or operations of the City or the Developer described
herein since the date hereof. This Limited Offering Memorandum contains, in part, estimates and matters of opinion
that are not intended as statements of fact, and no representation or warranty is made as to the correctness of such
estimates and opinions or that they will be realized. The summaries of the statutes, resolutions, ordinances, indentures
and appraisal and other related reports set forth herein are included subject to all of the provisions of such documents.
These summaries do not purport to be complete statements of such provisions and reference is made to such documents
for further information.
Source of Certain Information
The information contained in this Limited Offering Memorandum relating to the description of the
Improvement Areas #2-4 Improvements, the Development and the Developer generally and, in particular, the
information included in the maps included herein and in the sections captioned “PLAN OF FINANCE” (excluding
the subcaptions “– The Bonds” and “– Prior Bonds), THE IMPROVEMENT AREAS #2-4 IMPROVEMENTS,”
“THE DEVELOPMENT,” “THE DEVELOPER,” “BONDHOLDERS’ RISKS” (only as it pertains to the Developer,
the Improvement Areas #2-4 Improvements and the Development), “LEGAL MATTERS — Litigation — The
Developer,” “CONTINUING DISCLOSURE – The Developer’s Compliance with Prior Undertakings,” “SOURCES
OF INFORMATION – Source of Certain Information,” “APPENDIX D-2,” “APPENDIX F” and “APPENDIX G”
has been provided by the Developer has been provided by the Developer, and the Developer warrants and represents
that the information contained herein is true and correct and does not contain any untrue statement of a material fact
or omit to state any material fact necessary in order to make the statements made therein, in the light of the
circumstances under which they were made, not misleading. At the time of delivery of the Bonds to the Underwriter,
the Developer will deliver a certificate to this effect to the City and the Underwriter.
Experts
The information regarding the Service and Assessment Plan in this Limited Offering Memorandum has been
provided by the Administrator and has been included in reliance upon the authority of such firm as experts in the field
of development planning and finance.
The information regarding the Appraisal in this Limited Offering Memorandum has been provided by the
Appraiser, and has been included in reliance upon the authority of such firm as experts in the field of the appraisal of
real property.
Updating of Limited Offering Memorandum
If, subsequent to the date of the Limited Offering Memorandum, the City learns, through the ordinary course
of business and without undertaking any investigation or examination for such purposes, or is notified by the
Underwriter, of any adverse event which causes the Limited Offering Memorandum to be materially misleading, and
unless the Underwriter elects to terminate its obligation to purchase the Bonds, the City will promptly prepare and
supply to the Underwriter an appropriate amendment or supplement to the Limited Offering Memorandum satisfactory
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to the Underwriter; provided, however, that the obligation of the City to so amend or supplement the Limited Offering
Memorandum will terminate when the City delivers the Bonds to the Underwriter, unless the Underwriter notifies the
City on or before such date that less than all of the Bonds have been sold to ultimate customers; in which case the
City’s obligations hereunder will extend for an additional period of time (but not more than 90 days after the date the
City delivers the Bonds) until all of the Bonds have been sold to ultimate customers.
FORWARD-LOOKING STATEMENTS
Certain statements included or incorporated by reference in this Limited Offering Memorandum constitute
“forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of
1995, Section 21E of the United States Securities Exchange Act of 1934, as amended, and Section 27A of the
Securities Act of 1933. Such statements are generally identifiable by the terminology used such as “plan,” “expect,”
“estimate,” “project,” “anticipate,” “budget” or other similar words.
THE ACHIEVEMENT OF CERTAIN RESULTS OR OTHER EXPECTATIONS CONTAINED IN SUCH
FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND
OTHER FACTORS WHICH MAY CAUSE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS
DESCRIBED HEREIN TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE
OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. THE
CITY DOES NOT PLAN TO ISSUE ANY UPDATES OR REVISIONS TO THOSE FORWARD-LOOKING
STATEMENTS IF OR WHEN ANY OF ITS EXPECTATIONS, OR EVENTS, CONDITIONS OR
CIRCUMSTANCES ON WHICH SUCH STATEMENTS ARE BASED OCCUR, OTHER THAN AS DESCRIBED
UNDER “CONTINUING DISCLOSURE” HEREIN.
AUTHORIZATION AND APPROVAL
The City Council will authorize this preliminary Limited Offering Memorandum to be used by the
Underwriter in connection with the marketing and sale of the Bonds and will approve its form and content in the Bond
Ordinance.
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APPENDIX A
FORM OF INDENTURE
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APPENDIX B
FORM OF SERVICE AND ASSESSMENT PLAN
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APPENDIX C
FORM OF OPINION OF BOND COUNSEL
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APPENDIX D-1
FORM OF CITY DISCLOSURE AGREEMENT
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APPENDIX D-2
FORM OF DEVELOPER DISCLOSURE AGREEMENT
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APPENDIX E
APPRAISAL
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APPENDIX F
REIMBURSEMENT AGREEMENT
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APPENDIX G
PHOTOGRAPHS OF DEVELOPMENT IN IMPROVEMENT AREA #2 AND IMPROVEMENT AREA #3
OF THE DISTRICT
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