HomeMy WebLinkAbout06-23-2026 Executive Session & Regular Meeting Packet
AGENDA
City Council Meeting
TIRZ Board Number Seven
Public Facility Corporation Board
Housing Finance Corporation Board
Tuesday, June 23, 2026 @ 6:00 PM
Anna Municipal Complex - Council Chambers
120 W. 7th Street, Anna, Texas 75409
The City Council of the City of Anna will meet on Tuesday, June 23, 2026, at 6:00 PM, in the
Anna Municipal Complex – Council Chambers, located at 120 W. 7th Street, to consider the
following items.
Welcome to the City Council meeting. If you wish to speak on an Open Session agenda
item, please fill out the Opinion/Speaker Registration Form and turn it in to the City
Secretary before the meeting starts.
1. Call to Order, Roll Call, and Establishment of Quorum.
2. Invocation and Pledge of Allegiance.
American Pledge: I pledge allegiance to the flag of the United States of America, and to
the Republic for which it stands, one nation under God, indivisible, with liberty and justice for
all.
Texas Pledge: Honor the Texas flag; I pledge allegiance to thee, Texas, one state under
God, one and indivisible.
3. Neighbor Comments.
At this time, any person may address the City Council regarding an item on this meeting
Agenda that is not scheduled for public hearing. Also, at this time, any person may address
the City Council regarding an item that is not on this meeting Agenda. Each person will be
allowed up to three (3) minutes to speak. No discussion or action may be taken at this
meeting on items not listed on this Agenda, other than to make statements of specific
information in response to a citizen's inquiry or to recite existing policy in response to the
inquiry.
4. Presentations.
Receive reports from Staff or the City Council about items of community interest.
Items of community interest include: expression of thanks, congratulations, or condolence;
information regarding holiday schedules; an honorary or salutary recognition of a public
official, public employee, or other citizen (but not including a change in status of a person's
public office or public employment); a reminder about an upcoming event organized or
sponsored by the governing body; information regarding a social, ceremonial, or community
event organized or sponsored by an entity other than the governing body that was attended
or is scheduled to be attended by a member of the governing body or an official or
employee of the municipality; and announcements involving an imminent threat to the public
health and safety of people in the municipality that has arisen after the posting of the
Agenda.
a. Commendation for "Pinkie".
b. Present Certificate of Appreciation to Officer Barrientos.
5. Work Session.
a. Presentation to Council on Information Technology operations.
b. Discussion on an Urban Forest 2050 Master Plan.
6. Consent Items.
These items consist of non-controversial or "housekeeping" items required by law.
Items may be considered individually by any Council Member making such request prior to
a motion and vote on the Consent Items.
a. Approve the City Council Meeting Minutes for June 9, 2026. (City Secretary
Carrie Land)
b. Review the Joint Community Development Corporation and Economic
Development Corporation Board Meeting Minutes for May 7, 2026. (Director of
Economic Development Natasha Roach)
c. Review the Parks and Recreation Advisory Board Meeting Minutes for April 20,
2026. (Director of Community Services Jeff Freeth)
d. Review Monthly Financial Report for the Month Ending May 31, 2026. (Director
of Finance Terri Doby)
7. Items For Individual Consideration and Public Hearings.
At the time and place of any public hearing held during this meeting, all persons who desire
will have an opportunity to be heard in opposition to or in favor of the ordinance, application,
or other proposed item.
a. Conduct a Public Hearing/Consider/Discuss/Action on an Ordinance regarding
disannexation of Top Fun Ranch / Nevil Stone. (Director of Development
Services Kaleb Kentner)
b. Conduct a Public Hearing/Consider/Discuss/Action on an Ordinance regarding
a request for a Specific Use Permit for an Auto Repair, Light on 1.2± acres on
the west side of US Highway 75, 1,250± feet north of W. Rosamond Parkway.
(SUP 26-0003)(Director of Development Services Kaleb Kentner)
c. Consider/Discuss/Action on a Resolution designating the Director of Public
Works to act on behalf of the City, certifying that the City is eligible to receive
program assistance for trail improvements at Carol Park, certifying that the
City's matching share is readily available, and dedicating the proposed site for
permanent public park and recreational uses. (Director of Public Works Joseph
Cotton)
d. Conduct a Public Hearing and take testimony on the proposed levy of
assessments on property located within Improvement Area #1 of the Liberty
Hills Public Improvement District No. 2 pursuant to Chapter 372, Texas Local
Government Code. (Director of Public Works Joseph Cotton)
e. Consider/Discuss/Action on an Ordinance accepting and approving a Service
and Assessment Plan (SAP) and Assessment Roll for Improvement Area #1 of
the Liberty Hills Public Improvement District No. 2, making a finding of special
benefit to such property; Levying special assessments against property within
Improvement Area #1 of the District and establishing a Lien on such property;
providing for the method of assessment and the payment of the assessments in
accordance with Chapter 372, Texas Local Government Code. (Director of
Public Works Joseph Cotton)
f. Consider/Discuss/Action on an Ordinance authorizing the issuance of the "City
of Anna, Texas, Special Assessment Revenue Bonds, Series 2026 (Liberty Hills
Public Improvement District No. 2 Improvement Area #1 Project)" in a principal
amount of up to $20,000,000; and approving various documents related to such
Bonds. (Director of Public Works Joseph Cotton)
g. Acting as the Board of Directors for Tax Increment Reinvestment Zone Number
Seven (Liberty Hills), City of Anna, Texas; Consider/Discuss/Action on a
Resolution recommending approval of the final Reinvestment Zone Project Plan
and Financing Plan to the City Council. (Director of Public Works Joseph
Cotton)
h. Consider/Discuss/Action on an Ordinance of the City Council of the City of
Anna, Texas, approving a final Tax Increment Reinvestment Zone Project and
Finance Plan for Reinvestment Zone Number Seven (Liberty Hills), City of
Anna, Texas; making certain findings; providing a severability clause; and
providing for an immediate effective date. (Director of Public Works Joseph
Cotton)
i. Acting as the Anna Public Facility Corporation, Consider/Discuss/Action on the
appointment of President of the Anna Public Facility Corporation; and, acting as the
Anna Housing Finance Corporation, Consider/Discuss/Action on the appointment of
President of the Anna Housing Finance Corporation.
j. Consider/Discuss/Action on appointments to Boards and Commissions.
k. Consider/Discuss/Action on Boards and Commissions liaisons.
l. Consider/Discuss/Action on appointments to the 2026 Boards and
Commissions Interview Committee.
m. Consider/Discuss/Action on the appointment of Mayor Pro Tem and Deputy
Mayor Pro Tem.
8. Future Agenda Items.
Requests from the City Council for items to be placed on upcoming agendas by a vote of
three or more.
9. Closed Session (Exceptions).
Under Tex. Gov't Code Chapter 551, the City Council may enter into Closed Session to
discuss any items listed or referenced on this Agenda under the following exceptions:
a. Consult with legal counsel regarding pending or contemplated litigation and/or
on matters in which the duty of the attorney to the governmental body under the
Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas
clearly conflicts with Chapter 551 of the Government Code (Tex. Gov’t Code
§551.071).
b. Discuss or deliberate the purchase, exchange, lease, or value of real property
(Tex. Gov’t Code §551.072).
c. Discuss or deliberate Economic Development Negotiations: (1) To discuss or
deliberate regarding commercial or financial information that the City has
received from a business prospect that the City seeks to have locate, stay, or
expand in or near the territory of the City of Anna and with which the City is
conducting economic development negotiations; or (2) To deliberate the offer of
a financial or other incentive to a business prospect described by subdivision
(1). (Tex. Gov’t Code §551.087).
d. Discuss or deliberate personnel matters (Tex. Gov’t Code §551.074). Boards
and Commissions
The Council further reserves the right to enter into Closed Session at any time
throughout any duly noticed meeting under any applicable exception to the Open
Meetings Act.
10. Consider/Discuss/Action on any items listed on any agenda - executive session, regular
meeting, or closed session - that is duly posted by the City of Anna for any City Council
meeting occurring on the same date as the meeting noticed in this agenda.
11. Adjourn.
This is to certify that I, Carrie L Land, City Secretary, posted this Agenda on the City’s website
(www.annatexas.gov) and at the Anna Municipal Complex bulletin board at or before 5:00 p.m.
on 06/17/2026.
Carrie L. Land, City Secretary
1. The Council may vote and/or act upon each of the items listed in this Agenda. Notwithstanding the foregoing
or any other statement in this Agenda, the Council shall not take action on any item until after providing an
opportunity for public testimony under the "Neighbor Comments" item or after any public hearing held under
applicable law.
2. The Council reserves the right to retire into closed executive session concerning any of the items listed on
this agenda, whenever it is considered necessary and legally justified under the Open Meeting Act.
3. In accordance with the Americans with Disabilities Act, it is the policy of the City of Anna to offer its public
programs, services, and meetings in a manner that is readily accessible to everyone, including individuals
with disabilities. If you are a person with a disability and require information or materials in an appropriate
alternative format, or if you require any other accommodation, please contact the ADA Coordinator at least
48 working hours in advance of the event by emailing adacompliance@annatexas.gov. Advance notification
within this guideline will enable the City to make reasonable arrangements to ensure accessibility.
Item No. 4.a.
City Council Agenda
Staff Report
Meeting Date: 6/23/2026
Staff Contact:
AGENDA ITEM:
Commendation for "Pinkie".
SUMMARY:
FINANCIAL IMPACT:
BACKGROUND:
STRATEGIC CONNECTIONS:
This item has no strategic connection.
ATTACHMENTS:
Item No. 4.b.
City Council Agenda
Staff Report
Meeting Date: 6/23/2026
Staff Contact: Ray Isom
AGENDA ITEM:
Present Certificate of Appreciation to Officer Barrientos.
SUMMARY:
Recognition of outstanding performance above the call of duty related to life-saving
actions taken during a structure fire on May 18, 2026.
FINANCIAL IMPACT:
This item has no financial impact.
BACKGROUND:
On the evening of May 18, 2026, Anna Fire Rescue and Anna Police Department responded
to a structure fire with reports of a trapped occupant. The fire occurred within the city
limits of Anna.
Police Officer Abel Barrientos was the first to arrive on the scene, where heavy smoke was
observed coming from a residence. Upon exiting his vehicle, he immediately encountered
a female yelling that her fiancé was trapped in the attic. Officer Barrientos entered the
residence and made his way into the attic where the occupant was located. He was then
able to guide the occupant safely out of the attic despite heavy smoke conditions. Both the
occupant and Officer Barrientos were able to walk away without injury.
The decisive actions taken by Officer Abel Barrientos that day resulted in the occupant
escaping an extremely dangerous situation, likely saving his life. The Anna Fire Chief would
like to recognize Officer Barrientos's actions and his unwavering commitment to public
safety.
STRATEGIC CONNECTIONS:
This item supports the City of Anna Strategic Plan, specifically advancing the strategic
outcome area: Safe.
Anna is a community where neighbors feel safe due to the City's commitment to:
• Staffing public safety operations to meet the needs of a growing community
• Preparing for emergencies and ensuring excellent response times
ATTACHMENTS:
Item No. 5.a.
City Council Agenda
Staff Report
Meeting Date: 6/23/2026
Staff Contact: Christopher Talbot
AGENDA ITEM:
Presentation to Council on Information Technology operations.
SUMMARY:
The presentation is to provide City Council with an overview of Information Technology
operations.
FINANCIAL IMPACT:
This item has no financial impact.
BACKGROUND:
The presentation is to provide City Council with an overview of Information Technology
operations.
STRATEGIC CONNECTIONS:
This item supports the City of Anna Strategic Plan, specifically advancing the strategic
outcome area: Resilient.
Anna's mobility and utility infrastructure consistently meets community needs
by:
• Focusing on resiliency and the City's ability to recover from upsets
• Having a robust multi-modal transportation network
• Dependably delivering utility services to the City's neighbors and businesses
ATTACHMENTS:
1. IT Council Presentation
Information Technology
Agenda
What we will cover today
Our Mission &
Team
Who we are, what drives
us and the hats we wear
IT by the
Numbers
Key metrics on team
size, devices, budget and
uptime
IT Operations
Network, cybersecurity,
help desk and
telecommunications
Technology &
Innovation
Applications, public
services and AI initiatives
Our Mission
The mission of the City of Anna IT Department is to provide secure, reliable and
innovative technology solutions that enhance efficiency, support municipal
operations and improve public services. We are committed to safeguarding data,
optimizing systems and fostering innovation. Through collaboration and continuous
improvement, we empower all departments to better serve neighbors and adapt to
future technological needs.
Security
Protecting city data and
infrastructure
Innovation
Modernizing how the city operates
Reliability
Keeping city systems running 24/7
3
Team Members
1,300+
Devices Managed
99.92%
Network Uptime
4,000
Service Tickets / Year
$1.27M
Annual Budget
14+
City Departments Served
IT by the Numbers
The Hats We Wear
A 3-person team covering the full spectrum of city technology
Chris Talbot
IT Director
•Strategic Planning & Budgeting
•Department Liaison
•Vendor & Contract
Management
•Policy & Compliance Oversight
•Project Prioritization
Nick Sharp
IT Support Specialist II
•Network & Server Management
•Cybersecurity Operations
•Cloud & Backup Systems
•Disaster Recovery Planning
•Infrastructure Maintenance
Alex Pease
IT Support Specialist I
•Help Desk & End User Support
•Application Administration
•Telecom & Phone Systems
•Hardware Lifecycle
Management
Network &
Infrastructure
The backbone of city operations
Wide Area Network (WAN)
Connects six city facilities
Infrastructure Operations
On-premise and cloud-hosted servers
Fiber & Connectivity
Dedicated fiber network providing high-speed connectivity
Disaster Recovery
High-Availability systems ensuring continuity during emergencies
Cybersecurity
Protecting city systems, data and neighbors
Incident Response
Rapid response protocols and recovery procedures
Employee Training
Phishing simulations and security awareness programs
Compliance
CJIS, PCI-DSS and regulatory compliance management
Threat Monitoring
24/7 security operations and intrusion detection
AI & Automation Initiatives
Modernizing city operations with artificial intelligence and workflow automation
Microsoft Copilot
AI-powered productivity
tools for internal staff
Internal AI Chatbot
Answers HR and policy
questions for employees
Public AI Chatbot
Website-powered AI
assistant for city services
questions
Process Automation
Converting paper
processes to digital
automation flows
Help Desk & End User Support
4,000
Tickets Resolved
Annually
1,300+
Devices
Supported
81.97 %
Closed Within
Four Hours
Services We Provide
•Desktop, laptop and mobile device support
•Software installation and configuration
•Account management and password resets
•Hardware procurement and lifecycle management
•Remote and on-site technical assistance
Enterprise Applications
Software systems that power city operations
ERP / Financial Systems
Budgeting, payroll, purchasing and financial
reporting
Public Safety / CAD
Computer-aided dispatch, records
management and incident reporting
Permitting
Permit applications, inspections and code
enforcement
Human Resources
Employee management, benefits and
recruitment
Records Management
Document imaging, retention and public
records requests
Cloud Services
Email, collaboration tools and cloud-hosted
applications
Public-Facing Digital Services
How neighbors interact with city technology
City Website
Primary online portal for
news, services and
information for
neighbors
Library Systems
Public laptops, docking
stations, monitors and
printers
Public Wi-Fi
Free internet access in
the library and plaza
Digital Agenda
Board
Coming soon: digital
board displaying
meeting agendas.
Telecom
Services
Telecommunications
Phone Systems
VoIP and cellular phone services
Mobile Device Management
City-issued phones and tablets
Internet / WAN Connectivity
Managing Internet circuits, ISP relationships and inter-building connectivity
Carrier Management
Vendor negotiations and circuit management for cost optimization
Public Safety Technology
Supporting police, fire and emergency services
Computer-Aided Dispatch
Real-time dispatch and resource allocation
for emergency calls
Video & Surveillance
Security cameras, body-worn cameras and
evidence management
Records Management
Criminal justice information systems and
reporting tools
Mobile Data Terminals
In-vehicle systems providing officers with
real-time information
Thank You
Questions?
Item No. 5.b.
City Council Agenda
Staff Report
Meeting Date: 6/23/2026
Staff Contact:
AGENDA ITEM:
Discussion on an Urban Forest 2050 Master Plan.
SUMMARY:
FINANCIAL IMPACT:
BACKGROUND:
STRATEGIC CONNECTIONS:
This item has no strategic connection.
ATTACHMENTS:
1. IMG_9649
2. IMG_9650
3. 1951029B-58BA-420F-B7D6-FAFD3F8513AC
4. C21392AD-E1E6-4069-9EA9-1EC567DF49A2
5. Anna_Urban_Forest_Vision_2050
"The best time to plant a tree was 30 years ago. The second-best time is today."
Anna Urban Forest - Master Plan 2050
The Opportunity
The Default Path
Most growing Texas cities plant trees to satisfy ordinances.
The result 20 years later:
- Subdivisions that feel exposed
- Commercial corridors baked in heat
- No distinct identity or sense of place
- Ornamentals that never create real shade
Anna's Opportunity
Anna has a rare chance to shape its future before the land
is built out.
Plant the right tree in the right place today, and future
generations inherit:
- Tree lined neighborhoods
- Cooler streets and parks
- Shaded trails and sidewalks
- A city known for its beauty and character
Anna has this window right now. It won't exist at full build-out.
The Vision
Most cities build parks inside neighborhoods.
What if Anna built
neighborhoods inside of parks?
- Children walking to school under a canopy of Cedar Elms
- Families gather under mature Live Oaks
- Trails feel like forest paths
- Downtown streets shaded by mature trees
- Parking lots disappear beneath shade
- Every subdivision has its own signature grove in addition to monument trees at
entrances with signage
Anna Urban Forest Vision 2050
~50–60
trees planted
per year
4–5
trees planted
per month
2:1
replacement
for every tree removed
Goals
•We can start with this goal and increase every year until
we get to 10,000+ trees preserved or planted over the
next few decades
•Increase citywide canopy 25–30% over 20 years
•Native North Texas species priority
•Right tree matched to right location
•Developer incentives - not just mandates
•Legacy Trees on every major subdivision plat – keep
25-100 original trees
•Shade on school routes, trails & parks
•GIS canopy mapping & public dashboard
•Annual Urban Forest Report to council
•Encourage existing communities/HOAs to plant trees
and submit data to city.
Right Tree, Right Place
Three location categories — each matched to mature size needs.
Utility Corridors
Under Power Lines
20–30 ft mature
•Texas Redbud
•Mexican Plum
•Eve's Necklace
•Yaupon Holly
•Possumhaw Holly
No future conflicts with utilities
Residential Streets
Neighborhood Canopy
35–50 ft mature
•Cedar Elm
•Chinkapin Oak
•Shumard Oak
•Lacebark Elm
Creates the 'tree tunnel' effect
Parks & Open Space
Landmark Trees
60–80 ft mature
•Bur Oak
•Live Oak
•Pecan
Landmark trees for generations
Signature Programs
Legacy Tree Program
5–20 landmark native trees on each major subdivision
plat.
Gateway Corridors
Rosamond, Ferguson, Hackberry and more lined with
mature-canopy natives.
Legacy Grove Program
Developments contribute a grove of native trees in
one location.
Community Programs
Adopt-a-Tree, Memorial Trees & a Neighborhood
Tree Challenge.
Annual Forest Report
Yearly public report on plantings, canopy gained &
survival rates.
Shade Equity
Prioritize school routes, bus stops & low-canopy
neighborhoods.
One Guiding Principle
"Plant the biggest native tree that can responsibly fit the space."
Under power lines →Redbud or Mexican Plum
Along neighborhood streets →Cedar Elm or Shumard Oak
In parks and open spaces →Bur Oak, Live Oak, or Pecan
This single philosophy shapes Anna's appearance for the next 100 years.
Recommended Council Action
This is not an ordinance request. This is a Vision and Policy Direction item.
Proposed Motion
“We move to direct staff to develop an Anna Urban Forest Vision 2050 and evaluate updates to the City's tree preservation
and landscaping standards to prioritize long-term canopy growth, placemaking, native species, and walkability - while
balancing development feasibility and infrastructure needs."
Staff Deliverables (120–180 Days)
•Existing Conditions Report — canopy %, inventory, ordinance
review
•Benchmark Study — Southlake, Frisco, Prosper, McKinney,
The Woodlands, Atlanta
•Urban Forest Master Plan — vision, goals, planting targets,
funding
•Ordinance Evaluation — canopy-based standards, developer
incentives
•Financial Analysis — costs, grants, corporate
sponsorships, partnerships
•GIS Canopy Mapping — current + 2030/2040/2050 goals
by neighborhood
•Annual Urban Forest Report published each January
Why This Matters
Property Values
Tree canopy is proven to boost residential
values 10–20%. Shaded streets become a
premium amenity.
Economic Development
Businesses choose communities that attract
talent. A beautiful, walkable city is a competitive
advantage.
Quality of Life
Shade on walking routes and school paths
makes Anna a place families want to stay — not
just pass through.
Heat Reduction
Urban canopy reduces surface temps 10–25°F.
In North Texas summers, shade is infrastructure.
Anna Urban Forest Vision 2050
Growth should leave behind more than buildings and pavement.
It should leave behind beauty.
"This city feels different."
That's what we're building.
Item No. 6.a.
City Council Agenda
Staff Report
Meeting Date: 6/23/2026
Staff Contact: Carrie Land
AGENDA ITEM:
Approve the City Council Meeting Minutes for June 9, 2026. (City Secretary Carrie
Land)
SUMMARY:
FINANCIAL IMPACT:
BACKGROUND:
STRATEGIC CONNECTIONS:
This item supports the City of Anna Strategic Plan, specifically advancing the strategic
outcome area: Excellent.
Anna is a high-performing City that implements best practices and pursues
accreditation, demonstrating its commitment to:
• Ethical and collaborative decision-making
• Continuous improvement and achieving measurable outcomes
• Ensuring a positive work environment for Council, staff, and neighbors
ATTACHMENTS:
1. 06-09-2026 Executive Session Minutes
2. 06-09-2026 Regular Meeting Minutes CLL
City Council Executive Session
Meeting Minutes
Tuesday, June 9, 2026 @ 5:30 PM
Anna Municipal Complex - Council Chambers
120 W. 7th Street, Anna, Texas 75409
The City Council of the City of Anna met in an Executive Session on Tuesday, June 9, 2026, at
5:30 PM, in the Anna Municipal Complex – Council Chambers, located at 120 W. 7th Street, to
consider the following items.
1. Call to Order, Roll Call, and Establishment of Quorum.
Mayor Cain called the meeting to order at 5:30 PM.
Members Present:
Mayor Pete Cain
Mayor Pro Tem Elden Baker
Deputy Mayor Pro Tem Kelly Herndon
Council Member Kevin Toten
Council Member Jessica Walden
Council Member Manny Singh
Members Absent:
Council Member Nathan Bryan
2. Executive Session (Exceptions).
a. Consult with legal counsel regarding pending or contemplated litigation and/or
on matters in which the duty of the attorney to the governmental body under the
Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas
clearly conflicts with Chapter 551 of the Government Code (Tex. Gov’t Code
§551.071). Bonds and Financing
b. Discuss or deliberate the purchase, exchange, lease, or value of real property
(Tex. Gov’t Code §551.072).
c. Discuss or deliberate Economic Development Negotiations: (1) To discuss or
deliberate regarding commercial or financial information that the City has
received from a business prospect that the City seeks to have locate, stay, or
expand in or near the territory of the City of Anna and with which the City is
conducting economic development negotiations; or (2) To deliberate the offer of
a financial or other incentive to a business prospect described by subdivision (1).
(Tex. Gov’t Code §551.087).
d. Discuss or deliberate personnel matters (Tex. Gov’t Code §551.074). City
Council, Boards and Commissions, City Secretary.
MOTION: Council Member Walden moved to enter Executive Session. Deputy
Mayor Pro Tem Patterson-Herndon seconded. Motion carried 5 - 0.
Mayor Cain recessed the meeting at 5:30 PM.
Mayor Cain reconvened the meeting at 6:02 PM.
3. Consider/Discuss/Action on any items listed on any agenda - executive session, regular
meeting, or closed session - that is duly posted by the City of Anna for any City Council
meeting occurring on the same date as the meeting noticed in this agenda.
No action taken.
4. Adjourn.
Mayor Cain adjourned the meeting at 6:02 PM.
APPROVED this 23rd day of June 2026.
_________________________________
Mayor Pete Cain
ATTEST:
_______________________________
City Secretary Carrie L. Land
Regular City Council Meeting
Minutes
Tuesday, June 9, 2026 @ 6:00 PM
Anna Municipal Complex - Council Chambers
120 W. 7th Street, Anna, Texas 75409
The City Council of the City of Anna met on Tuesday, June 9, 2026, at 6:00 PM, in the Anna
Municipal Complex – Council Chambers, located at 120 W. 7th Street, to consider the following
items.
1. Call to Order, Roll Call, and Establishment of Quorum.
Mayor Cain called the meeting to order at 6:03 PM.
Members Present:
Mayor Pete Cain
Mayor Pro Tem Elden Baker
Deputy Mayor Pro Tem Kelly Patterson-Herndon
Council Member Kevin Toten
Council Member Jessica Walden
Council Member Manny Singh
Members Absent:
Council Member Nathan Bryan
2. Invocation and Pledge of Allegiance.
Mayor Cain led the Invocation and invited Star Scout Charlie Kalel to lead the
Pledge of Allegiance.
3. Neighbor Comments.
Mr. Steven Smith spoke about the removal of his property from the ETJ.
Mr. Jim Papanastasiou spoke about E-Bikes being ridden on sidewalks, the
dangers they pose, and the need for better ordinances.
4. Presentations.
a. Proclamation recognizing June as Safety Awareness Month.
Mayor Cain presented a Proclamation declaring June as Safety Awareness
Month.
Mayor Cain announced upcoming events.
5. Work Session.
No Work Session items.
6. Consent Items.
MOTION: Deputy Mayor Pro Tem Patterson-Herndon moved to approve
Consent Items 6a - 6d. Council Member Walden seconded. Motion carried 6-0.
a. Approve the City Council Meeting Minutes for May 26, 2026. (City Secretary
Carrie Land)
b. Approve a Resolution approving a Preliminary Limited Offering Memorandum for
the sale of "City of Anna, Texas Special Assessment Revenue Bonds, Series
2026 (Liberty Hills Public Improvement District No. 2 Improvement Area #1
Project)" (Director of Public Works Joseph Cotton)
During the City Council meeting on May 26, 2026, the council approved the
Texas Special Assessment Revenue Bond, Series 2026 (Liberty Hills Public
Improvement District No. 2 IA #1 Project). The approval of this item is the next
step in the PID Bond process.
RESOLUTION APPROVING A PRELIMINARY LIMITED OFFERING
MEMORANDUM FOR THE SALE OF “CITY OF ANNA, TEXAS SPECIAL
ASSESSMENT REVENUE BONDS, SERIES 2026 (LIBERTY HILLS PUBLIC
IMPROVEMENT DISTRICT NO. 2 IMPROVEMENT AREA #1 PROJECT)”.
c. Approve a Resolution authorizing the City Manager to submit an application to
the Texas Water Development Board, requesting financial assistance from the
Texas Water Development Board for the Sherley Farms 3-million-gallon elevated
storage tank. (City Engineer Kevin Bates, P.E.)
The City of Anna continues to experience significant growth, increasing demand
for its water distribution and storage system. To ensure reliable water service
and maintain adequate system capacity for existing and future development, the
City has identified the need for a new 3.0-million-gallon elevated storage tank in
the Sherley Farms development area.
The proposed project will include the planning, design, and construction of the
elevated storage tank and associated infrastructure necessary to improve
system pressure, storage capacity, and operational reliability. The City is
pursuing financial assistance through the Texas Water Development Board
(TWDB) following the passage of HB 500, which appropriates a $1.038 billion
grant to help fund water supply and water infrastructure improvement projects
for local agencies. The grant award is based on the population of the local
agency applying for the grant, and Anna's current population, which is between
10,001 and 150,000, is seeking the maximum amount of $21 million.
Approval of this item authorizes the submission of an application to the TWDB,
which is required by the board for municipalities seeking financial assistance,
and designates the City Manager as the City's authorized representative for all
matters related to the application.
A RESOLUTION OF THE CITY OF ANNA, TEXAS, AUTHORIZING THE CITY
MANAGER TO SUBMIT AN APPLICATION TO THE TEXAS WATER
DEVELOPMENT BOARD REQUESTING FINANCIAL ASSISTANCE FROM
THE TEXAS WATER DEVELOPMENT BOARD; AUTHORIZING THE FILING
OF AN APPLICATION FOR ASSISTANCE; AND MAKING CERTAIN FINDINGS
IN CONNECTION THEREWITH; DESIGNATING THE CITY MANAGER AS THE
AUTHORIZED REPRESENTATIVE OF THE CITY; AND PROVIDING FOR AN
EFFECTIVE DATE.
d. Consider/Discuss/Action an Ordinance adopting the 2026 Water Conservation
Plan for the City of Anna, Texas. (City Engineer Kevin Bates P.E.) (Assistant
Director of Public Works Steven Smith)
The City must update and submit its Water Conservation Plan (WCP) to the
Texas Commission on Environmental Quality (TCEQ) and the Texas Water
Development Board (TWDB) every 5 years.
AN ORDINANCE ADOPTING THE 2026 WATER CONSERVATION PLAN FOR
THE CITY OF ANNA, TEXAS, TO PROMOTE RESPONSIBLE USE OF WATER
AND TO PROVIDE FOR PENALTIES AND/OR THE DISCONNECTION OF
WATER SERVICE FOR NONCOMPLIANCE WITH THE PROVISIONS OF THE
WATER CONSERVATION PLAN.
7. Items For Individual Consideration and Public Hearings.
a. Consider/Discuss/Action to approve a Resolution directing Publication of Notice
of Intention to Issue up to $54,000,000 Combination Tax and Revenue
Certificates of Obligation to Provide Funds for Water Improvements and
Wastewater Treatment Plant Expansion Projects; and Resolving other Matters
relating to the Subject. (Director of Finance Terri Doby)
Anna continues to see the need for the expansion of City facilities as we grow.
One means of financing large capital projects is municipal debt. One common
form of borrowing is Certificates of Obligation (COs). In the City of Anna, debt is
used to fund roads, facilities, parks, equipment, and water and sewer
infrastructure.
MOTION: Mayor Pro Tem Baker moved to approve. Deputy Mayor Pro Tem
Patterson-Herndon seconded. Motion carried 6-0.
RESOLUTION DIRECTING PUBLICATION OF NOTICE OF INTENTION TO
ISSUE UP TO $54,000,000 IN COMBINATION TAX AND REVENUE
CERTIFICATES OF OBLIGATION TO PROVIDE FUNDS FOR WATER AND
SEWER SYSTEM IMPROVEMENTS; AND RESOLVING OTHER MATTERS
RELATING TO THE SUBJECT.
b. Acting as the Anna Public Facility Corporation, Consider/Discuss/Action on the
appointment of President of the Anna Public Facility Corporation; and, acting as the
Anna Housing Finance Corporation, Consider/Discuss/Action on the appointment of
President of the Anna Housing Finance Corporation. (Director of Economic
Development Natasha Roach)
With Council Member Carver’s term ending, the position of President of the
Public Facilities Corporation (PFC) and Housing Finance Corporation (HFC) is
now vacant.
Since both Boards are comprised of City Council members, the Council must
formally appoint a new President to serve a three-year term (May 2026 – May
2029).
MOTION: Mayor Pro Tem Baker moved to appoint Kelly Patterson-Herndon as
President of the Anna HFC. Council Member Place 1 Toten seconded. Motion
carried 6-0.
c. Consider/Discuss/Action on appointments to Boards and Commissions and/or
associated liaisons.
MOTION: Council Member Toten moved to end the Liaisons program. Mayor Pro
Tem Baker seconded. Motion Failed 3 - 3. Council Member Walden, Deputy
Mayor Pro Tem Patterson-Herndon, and Council Member Singh opposed.
MOTION: Council Member Toten moved to appoint the following liaisons: Mayor
Pro Tem Baker to the Parks Board, Deputy Mayor Pro Tem Patterson-Herndon
to the EDC/CDC, and Council Member Walden to the Planning and Zoning
Commission. Deputy Mayor Pro Tem Patterson-Herndon seconded. Motion
carried 6-0.
MOTION: Deputy Mayor Pro Tem Patterson-Herndon moved to appoint Randy
Wise to the Planning and Zoning Commission, Place 3. Mayor Cain seconded.
Motion carried 6-0.
MOTION: Deputy Mayor Pro Tem Patterson-Herndon moved to appoint Matthew
Walker to the Parks Board, Place 2. Council Member Walden seconded. Motion
carried 6-0.
MOTION: Deputy Mayor Pro Tem Patterson-Herndon moved to appoint
Katherine Swafford to the EDC/CDC, Place 3. Mayor Pro Tem Baker seconded.
Motion carried 6-0.
8. Future Agenda Items.
No future agenda items requested.
9. Closed Session (Exceptions).
a. Consult with legal counsel regarding pending or contemplated litigation and/or
on matters in which the duty of the attorney to the governmental body under the
Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas
clearly conflicts with Chapter 551 of the Government Code (Tex. Gov’t Code
§551.071). Bonds and Financing
b. Discuss or deliberate the purchase, exchange, lease, or value of real property
(Tex. Gov’t Code §551.072).
c. Discuss or deliberate Economic Development Negotiations: (1) To discuss or
deliberate regarding commercial or financial information that the City has
received from a business prospect that the City seeks to have locate, stay, or
expand in or near the territory of the City of Anna and with which the City is
conducting economic development negotiations; or (2) To deliberate the offer of
a financial or other incentive to a business prospect described by subdivision (1).
(Tex. Gov’t Code §551.087).
d. Discuss or deliberate personnel matters (Tex. Gov’t Code §551.074). City
Council, Boards and Commissions, City Secretary.
MOTION: Deputy Mayor Pro Tem Patterson-Herndon moved to enter closed
session. Council Member Walden seconded. Motion carried 5-1.
Mayor Cain recessed the meeting at 6:46 PM.
Mayor Cain reconvened the meeting at 7:32 PM.
10. Consider/Discuss/Action on any items listed on any agenda - executive session, regular
meeting, or closed session - that is duly posted by the City of Anna for any City Council
meeting occurring on the same date as the meeting noticed in this agenda.
No action taken.
11. Adjourn.
Mayor Cain adjourned the meeting at 7:32 PM.
APPROVED this 23rd day of June 2026.
____________________________________
Mayor Pete Cain
ATTEST:
_______________________________
Item No. 6.b.
City Council Agenda
Staff Report
Meeting Date: 6/23/2026
Staff Contact: Natasha Roach
AGENDA ITEM:
Review the Joint Community Development Corporation and Economic Development
Corporation Board Meeting Minutes for May 7, 2026. (Director of Economic
Development Natasha Roach)
SUMMARY:
The item is for Council to review meeting minutes from the May 7, 2026, CDC/EDC
Joint Board Meeting.
FINANCIAL IMPACT:
This item has no financial impact.
BACKGROUND:
The CDC/EDC Board met on May 7, 2026, for their monthly Joint Board Meeting.
STRATEGIC CONNECTIONS:
This item supports the City of Anna Strategic Plan, specifically advancing the strategic
outcome area: Excellent.
Anna is a high-performing City that implements best practices and pursues
accreditation, demonstrating its commitment to:
• Ethical and collaborative decision-making
• Continuous improvement and achieving measurable outcomes
• Ensuring a positive work environment for Council, staff, and neighbors
ATTACHMENTS:
1. May 7_2026 CDC EDC Joint Meeting Minutes (Signed)
Item No. 6.c.
City Council Agenda
Staff Report
Meeting Date: 6/23/2026
Staff Contact: Jeff Freeth
AGENDA ITEM:
Review the Parks and Recreation Advisory Board Meeting Minutes for April 20, 2026.
(Director of Community Services Jeff Freeth)
SUMMARY:
This item provides the City Council with the meeting minutes from the April 20, 2026,
Parks and Recreation Advisory Board Meeting.
FINANCIAL IMPACT:
This item has no financial impact.
BACKGROUND:
The City of Anna Parks and Recreation Advisory Board is tasked with two primary
objectives:
1. Provide recommendations to the City Council and City staff as requested from time to
time on matters relating to the City's parks and recreation activities and facilities; and
2. Assist in the promotion of park-related programs and encourage donations of land,
equipment, and resources in support of parks and recreation activities. The board
generally meets monthly and is comprised of seven Anna neighbors appointed by the
City Council.
STRATEGIC CONNECTIONS:
This item supports the City of Anna Strategic Plan, specifically advancing the strategic
outcome area: Active.
The City of Anna promotes an active community through:
• A variety of social opportunities for neighbors and visitors
• Diverse recreational venues
• Well-maintained trails and natural areas
• Opportunities for lifelong learning
ATTACHMENTS:
1. Parks and Recreation Advisory Board Meeting Minutes April 20, 2026
MEETING MINUTES
ANNA PARKS ADVISORY BOARD MEETING
Monday, April 20, 2026 @ 6:00 PM
Anna Municipal Complex
120 W 7th Street
Anna, TX 75409
The Parks Advisory Board of the City of Anna met at 6:00 PM, on April 20, 2026, at Anna Municipal Complex, located at
120 W. 7th Street, Anna TX 75409, to consider the following items.
1. Call to Oder, Roll Call and Establishment of Quorum
Parks Advisory Board Member Susan Jones called the meeting to order at 6:04pm.
Quorum was established. Following Parks advisory board members were in attendance Susan Jones,
Alastair Hunte, Kennon Weaver, Madeline Madrid, Sheri Sachs and Scott Gentry. Staff present included Acting
Director of Community Services Jeff Freeth.
2. Invocation and Pledge of Allegiance
a. Parks Advisory Board Member Scott Gentry led the Pledge of Allegiance and Prayer.
3. Neighbor Comments – No comments.
4. Receive a Report
a. Received a report on parks maintenance and recreation programs and events. (memo)
5. Project Update
a. Received report on CIP Project Updates, (memo) 6. Items for Individual Consideration
a. Discuss, Consider, Action on Parks Advisory Board meeting minutes on February 17, 2026.
MOTION: Parks Advisory Board Member Alistair Hunte made a motion to approve the meeting minutes.
Second by Kennon Weaver. Motion carried.
b. Discuss, Consider, Action on Parks and Recreation Advisory Board joint meeting.
NO ACTION TAKEN. The next meeting will take place as regularly scheduled.
c. Offsite Parks Tour and Keep Anna Beautiful Committee Spring Litter Clean-up (Greatest American Cleanup
®)
7. Items for Future Consideration -None.
Item No. 6.d.
City Council Agenda
Staff Report
Meeting Date: 6/23/2026
Staff Contact: Terri Doby
AGENDA ITEM:
Review Monthly Financial Report for the Month Ending May 31, 2026. (Director of
Finance Terri Doby)
SUMMARY:
This report covers the financial performance for Fiscal Year 2026 through May 31,
2026.
FINANCIAL IMPACT:
Information only.
BACKGROUND:
The City of Anna's financial policies require the publication of a monthly financial report.
Enclosed in the report is an executive dashboard that provides a high-level look at
major funds along with detailed reporting of sales tax collections. The financial condition
of the City remains strong, and the reported funds adhere to fund balance requirements.
The FY2026 Budget was adopted on September 9, 2025.
STRATEGIC CONNECTIONS:
This item supports the City of Anna Strategic Plan, specifically advancing the strategic
outcome area: Excellent.
Anna is a high-performing City that implements best practices and pursues
accreditation, demonstrating its commitment to:
• Ethical and collaborative decision-making
• Continuous improvement and achieving measurable outcomes
• Ensuring a positive work environment for Council, staff, and neighbors
ATTACHMENTS:
1. FY2026 City Council Monthly Financial Report May
Positive Positive variance compared to historical trends
Warning Negative variance of 3%-5% compared to historical trends
Negative Negative variance of >5% compared to historical trends
FY2026 FY2026 %
Budget TD
REVENUES
General Fund
Property Taxes 14,606,393$ 15,411,471$ 106%Property taxes are collected in Jan. & Feb.
Sales Tax 6,030,000 3,886,466 64%Reflects seven months of remittances.
Franchise and Local Taxes 1,250,000 935,022 75%Franchise fees are collected yearly and quarterly.
Charges for Services 1,384,086 1,593,076 115%
Fines 400,000 294,172 74%
Permits, Licenses and Fees 5,396,000 3,206,492 59%
Intergovernmental - 57,201 100%
Investment Income 800,000 263,794 33%Interest rates are unpredictable.
Other Revenues - 912,592 100%
Revenue Total 29,866,479$ 26,560,286$ 89%With 67% of the year expired, revenues recorded in the General
Ledger are at 89% of budget and within historical norms.
EXPENDITURES
General Fund
Expense Total 29,858,950$ 20,754,267$ 70%With 67% of the year expired, expenses are 70% of budget.
Utility Fund
REVENUES
Water Sales 14,112,700$ 7,954,544$ 56%Water sales are traditionally lower in winter.
Sewer Charges 10,700,000 6,654,661 62% Wastewater sales are traditionally lower in winter.
Sanitation Revenue 3,744,000 2,603,363 70%
Other Charges for Services 890,000 404,974 46%Lower than expected tap fees and meter install fees.
Permits, Licenses and Fees 900,000 2,476,766 275%
Investment Income 702,000 907,784 129%
Other Revenues - 85,418 100%
Utility Fund Total 31,048,700$ 21,087,510$ 68%With 67% of the year expired, revenues recorded in the General
Ledger are at 68% of budget.
EXPENDITURES
Administration 1,127,420$ 1,002,297$ 89% Includes expense for rate model consultant. Property and liability
insurance costs were higher than projected.
Water 9,238,543 7,366,711 80%Higher than expected water purchase cost due to restructuring of
debt payments.
Sewer 14,111,136 7,806,633 55%
Sanitation 3,738,000 1,554,394 42%
Utility Billing 1,653,539 982,585 59%
Engineering 1,111,373 632,767 57%
Utility Fund Total 30,980,011$ 19,345,387$ 62%With 67% of the year expired, expenses are 62% of budget.
CITY OF ANN
GENERAL & UTILITY FUNDS DASHBOARD
Through May 31, 2026
Favorable / Unfavorable
% Change
2024-26 Collections from 2024-25 Collections
Monthly Prior Year Monthly
October 820,089$ 5% 780,090$
November 855,966 14% 753,401
December 1,085,565 9% 995,930
January 749,307 10% 682,766
February 764,084 13% 675,214
March 1,059,013 -43% 1,873,725
April 884,322 13% 779,340
May 780,970
June 867,435
July 817,173
August 761,329
September 844,898
6,218,346$ 10,612,271$
Budget: 9,650,000 64% 8,220,000
CITY OF ANNA
Schedule of Sales Tax Collections
April 30, 2026
$0
$200,000
$400,000
$600,000
$800,000
$1,000,000
$1,200,000
$1,400,000
$1,600,000
$1,800,000
$2,000,000
Monthly Sales Tax Collections:
3 Year Comparison
FY2023-24 FY2024-25 FY2025-26
Item No. 7.a.
City Council Agenda
Staff Report
Meeting Date: 6/23/2026
Staff Contact: Kaleb Kentner
AGENDA ITEM:
Conduct a Public Hearing/Consider/Discuss/Action on an Ordinance regarding
disannexation of Top Fun Ranch / Nevil Stone. (Director of Development Services
Kaleb Kentner)
SUMMARY:
Staff is unable to recommend approval of disannexation.
This item requires a Public Hearing.
Public Hearing Note: At the time and place of the public hearing, all persons who
desire will have an opportunity to be heard in opposition to or in favor of the
ordinance, application, or other proposed items.
City Council requested more time after hearing Mr. Nevil's petition at the April 14th
meeting. Mr. Nevil argues that a former staff member said that the City would disannex
his property. The City Manager nor his/her staff at any level do not have the authority to
promise a property owner that the city will disannex their property. The only authority to
disannex property is City Council after conducting a public hearing.
FINANCIAL IMPACT:
This item has no direct financial impact to the budget. However, disannexation of the
property will make it no longer subject to City of Anna property taxes. Properties located
in the Extraterritorial Jurisdiction (ETJ) are not taxed by the City. The owner intends to
remove his properties from the ETJ.
BACKGROUND:
The applicant has requested to disannex a 12.472 acre tract ("Tract 1") and a 21.613
acre tract ("Tract 2") from the city's limits.
History
2001- Texas House Bill 1445 ("H.B. 1445"): Required cities and counties to establish a
written agreement dictating which single entity holds regulatory authority regarding
subdivision platting and related permitting within a municipality's extraterritorial
jurisdiction (ETJ).
2002 - City of Anna & Collin County enter into an Interlocal Agreement in accordance
with H.B. 1445.
2006 - Both Tracts annexed (Ord. No. 243-2006) and, by default, zoned Single-Family
Residential - Large Lot "SF-E"
2009- Mr. Nevil purchased two tracts of land including Tract 1 (Inst. No.
20090814001023290)
The Minutes of the August 25, 2009 City Council meeting state, "Brad Nevil read a
letter requesting that a 12.47 acre tract of land which he owns be disannexed."
2010 - Southern Non-Annexation Agreement ("NAA") Tract purchased by Mr. Nevil in
January (Inst. No. 20100205000120960)
The Minutes of the November 11, 2010 City Council meeting state, "Thomas
Keen, Attorney on behalf of Brad Nevil spoke in opposition..." of city-initiated
annexations.
The Minutes of the November 23, 2010 City Council meeting state, "Brad Nevil
spoke against the annexations."
City & Mr. Nevil entered into Non-Annexation Agreement (Ord. No. 2010-12-20)
for four parcels surrounding the two already within the city limits.
2012 - City of Anna Certificate of Occupancy issued for "Nevil Stone" NAA Tract.
2013 - Mr. Nevil sold Northern NAA Tract (Barnhill) (Inst. No. 20130426000566810)
2014 - Hanger built on Southern NAA Tract.
2015 - Tract 2 purchased by Mr. Nevil (Inst. No. 20151009001284440) & zoned
Planned Development Zoning with C-1 base to allow "Mini-Storage with no outside
storages other than the storage of operable vehicles, recreational vehicles, utility
trailers, and boats." (Ord. No. 701-2015)
2017 - Residence & Barn constructed on Southern NAA Tract.
2017/2018 - Collin County sued by the City of McKinney over platting and building
permits authority in relation to H.B 1445 interlocal agreement. Courts determined that
cities have platting authority but not building permit authority.
2019 - Texas House Bill 347: removed the ability of cities to unilaterally annex land,
requiring a petition or election for approval.
2020 - In Spring, staff sought direction from City Council regarding the NAA of Top Fun
Ranch, Nevil Stone, & Barnhill. The Council determined it was not in the best interest to
seek annexation action at that time
2023 - Collin County Fire Marshal contacted Mr. Nevil for a property "not commercially
permitted." Mr. Nevil spoke with Development Services staff.
2024 - May: City staff met with Mr. Nevil to discuss the properties in the NAA.
June: Cheif Isom confirmed with Collin County staff that "The hanger/event center
assembly building remains out of compliance."
2026 - March: Formal petition for disannexation received.
April 14, City Council conducted the first public hearing on this item and held it
open for the June 23, 2026 meeting.
STRATEGIC CONNECTIONS:
This item has no strategic connection.
ATTACHMENTS:
1. Locator Map - Nevil (ANX 26-0004)
2. Ordinance Disannexation - Nevil (ANX 26-0004)
3. Exhibit 1 (Petition) - Nevil (ANX 26-0004)
4. Reference (2001 77th Summary of Enactments HB1445) - Nevil (ANX 26-0004)
5. Reference (2002 Anna-Collin County Plat Agreement) - Nevil (ANX 26-0004)
6. Reference (NAA Res. 2010-12-20) – Nevil (ANX 26-0004)
7. Reference Locator (NAA Res. 2010-12-20 ) - Nevil (ANX 26-0004)
8. Reference (2012 Nevil Stone Building Permit Application & Inspection) - Nevil
(ANX 26-0004)
9. Reference (2013 Dev Plat) - Nevil (ANX 26-0004)
10. Reference (Memo 2018-05-17-00546-cv) - Nevil (ANX 26-0004)
11. Presentation
City of Anna, Texas Ordinance No. ____________ Page 1 of 2
CITY OF ANNA, TEXAS
, the City of Anna, Texas (the “City”) is a Texas home-rule municipality; and
, Michael Bradley Nevil (the “Owner”) owns a combined 34.0845-acre tracts
of real property located within the City’s corporate limits and described in Exhibit 1.
, the procedures prescribed by the Texas Local Government Code and the
laws of this state have been duly followed with respect to the City’s disannexation of the
following described territory, to wit: a 12.472-acre tract of land situated in the J.C. Neil
Survey, Abstract No. 659, City of Anna, Collin County, Texas, and being a portion of
“Tract I”, a called 47.135-acre tract of land, described in a deed from Joan Marie Swalwell,
Trustee and Bo Peep Crossen, Trustee to BP Prod. Corp., dated August 28, 2003,
recorded in Volume 5497, Page 835 of the Collin County deed records and a 21.6125-
acre tract of land situated in the J.C. Neil Survey, Abstract No. 659, City of Anna, Collin
County, Texas, and being a portion of “Tract I”, a called 47.135-acre tract of land,
described in a deed from Joan Marie Swalwell, Trustee and Bo Peep Crossen, Trustee
to BP Prod. Corp., dated August 28, 2003, recorded in Volume 5497, Page 835 of the
Collin County deed records; and
, the land being disannexed under this ordinance (the “Disannexation Tract”)
is described and depicted more specifically in EXHIBIT 1, attached hereto; and
, the City timely published notice and held a public hearing on this
disannexation at a duly noticed public meeting in accordance with the laws of this state;
:
. The recitals set forth above are hereby incorporated in this ordinance as if
set forth in full for all purposes.
. The Disannexation Tract is hereby removed from the corporate boundary
limits of the City of Anna, Collin County, Texas.
. The official map and boundaries of the City of Anna are hereby amended
and revised so as to exclude the area disannexed, and to reflect any change to the City's
extraterritorial jurisdiction resulting from such disannexation and the City Manager is
directed to take all actions necessary to make said changes to the official boundary map
of the City.
City of Anna, Texas Ordinance No. ____________ Page 2 of 2
SECTION 4. The City Secretary is hereby directed to file a certified copy of this ordinance
and the amended official boundary map with the County Clerk of Collin, Texas and the
Texas Comptroller’s Office.
SECTION 5. It is hereby declared to be the intention of the City Council that the phrases,
clauses, sentences, paragraphs and sections of this ordinance be severable, and if any
phrase, clause, sentence, paragraph or section of this ordinance shall be declared
unconstitutional by the valid judgment or decree of any court of competent jurisdiction,
such unconstitutionality shall not affect any of the remaining phrases, clauses, sentences,
paragraphs or sections of this ordinance, and the remainder of this ordinance shall be
enforced as written.
SECTION 6. All ordinances and parts thereof in conflict herewith are hereby expressly
repealed insofar as they conflict herewith.
SECTION 7. This ordinance shall become effective immediately upon the date and time
of its adoption and it is accordingly so ordained.
PASSED, APPROVED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF ANNA,
TEXAS, THIS THE 23RD DAY OF JUNE 2026.
CITY OF ANNA, TEXAS
___________________________________
Pete Cain, Mayor
ATTEST:
_______________________________________
Carrie L. Land, City Secretary
Summary of Enactments
77th Legislature
Regular Session 2001
Texas Legislative Council
October 2001
Summary of Enactments
77th Legislature
Regular Session 2001
Prepared by the Research Division
of the
Texas Legislative Council
Published by the
Texas Legislative Council
Austin, Texas
Lieutenant Governor Bill Ratliff, Chairman
Speaker James E. “Pete” Laney, Vice Chairman
Steven R. Collins, Chief Legislative Counsel and Executive Director
October 2001
TEXAS LEGISLATIVE COUNCIL
THE
SENATE OF TEXAS
THE
HOUSEOF REPRESENTATIVES
Copies of this publication have been distributed in compliance with the State
Depository Law (Subchapter G, Chapter 441,Government Code), and are available
for public use through the Texas State Publications Depository Program at the
Texas State Library and other state depository libraries. An online version of this
publication can be found at http://www.tlc.state.tx.us/tlc/research/pubs.htm.
The mission of the Texas Legislative Council is to provide
professional, nonpartisan service and support to the Texas Legislature
and legislative agencies. In every area of responsibility, we strive
for quality and efficiency.
197
Government—General
HOUSE BILL 1445 HOUSE AUTHOR: B. Turner
EFFECTIVE: 9-1-01 SENATE SPONSOR: Wentworth
House Bill 1445 amends the Local Government Code to require that certain municipalities
and counties enter into written agreements that identify which of the two entities is responsible
for the regulation of subdivision plats and approval of related permits in the extraterritorial
jurisdiction of a municipality and to set out deadlines for the finalization of such agreements.
An agreement may grant the authority to regulate subdivision plats and approve permits to
either the municipality or the county exclusively, allow the two entities to apportion the area
and the respective regulatory authority between the two entities, or allow the two entities to
enter into an interlocal agreement to create a single office under which various municipal and
county regulatory functions regarding platting are consolidated. The bill retains current
provisions relating to the regulation of subdivision plats to govern the interactions between a
municipality and county in this regard until the two entities have reached their required
agreement, with the added provision that in a conflict between municipal and county regulations
the more stringent regulation prevails.
HOUSE BILL 1837 HOUSE AUTHOR: Denny
EFFECTIVE: 9-1-01 SENATE SPONSOR: Armbrister
House Bill 1837 amends the Local Government Code to expand the definition of “sport
shooting range” to include one that is operated by a private club or association. The bill
expands the prohibition against a government official from seeking a civil or criminal penalty
or a person from bringing a cause of action against a sport shooting range or its owner or
operator to include instances where no applicable noise ordinance, order, or rule exists.
HOUSE BILL 1981 HOUSE AUTHOR: Farabee
EFFECTIVE: 9-1-01 SENATE SPONSOR: Lindsay
House Bill 1981 amends the Local Government Code to provide that bids or requests for
proposals that are subject to the competitive bidding process may be submitted to a county in
hard copy format or through electronic transmission. The bill requires the county purchasing
agent to adopt rules before receiving electronic bids to ensure the bids’ identification, security,
and confidentiality. The bill deletes the requirement that all competitive bids or proposals be
sealed.
House Bill 1981 authorizes a municipality to receive bids or proposals through electronic
transmission if its governing body adopts rules to ensure the identification, security, and
confidentiality of the bids and that the bids remain effectively unopened until the proper time.
The bill provides that an electronic bid or proposal is not required to be sealed and that a
competitive bidding provision that applies to a sealed bid or proposal applies to a bid or
proposal received through electronic transmission.
HOUSE BILL 2260 HOUSE AUTHOR: Danburg
EFFECTIVE: 9-1-01 SENATE SPONSOR: Zaffirini
House Bill 2260 amends the Local Government Code to require a municipality or a county
to make a reasonable effort to accommodate an employee who is certified by a physician to be
partially physically restricted by a pregnancy. The bill requires the office supervisor responsible
for personnel decisions to assign the employee to a temporary work assignment if one is
available in the same office.
STATE OF TEXAS
KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF COLL IN
CITY -COUNTY PLAT APPROVAL AGREEMENT
Exclusive City Control)
That this Agreement ise tered into by and between the County of Collin, TexasCounty") and the City of -TJJ A , Texas ("City„) in accordance with the
provisions of House Bill 1445 ("H.B. 1445"), passed by the 77°i Legislature of the State of
Texas, and is to witness the following:
WHEREAS, County is operating under Sections 232.001-232.005 of the Local
Government Code; and
WHEREAS, County does not contain extra -territorial jurisdiction of a municipality
with a population of 1.9 million or more and is not within fifty miles of an international border
and is not subject to Subchapter C, Chapter 232; and
WHEREAS, City is a (home rule/general law) city, town or village of Collin County,
Texas, which has extraterritorial jurisdiction ("ffi7") under the provisions of Chapter 42, Local
Government Code; and
WHEREAS, House Bill 1445, effective September 1, 2001, as Section 242.001, Local
Government Code, was enacted to require City and County to enter into an agreement that
identifies the governmental entity authorized to regulate subdivision plats and approve related
permits in the ETJ of the City;
NOW, THEREFORE, for and in consideration of the mutual promises and
considerations herein expressed, the receipt and sufficiency of which are hereby acknowledged
by the parties, the parties hereto agree as follows:
City Granted Exclusive Jurisdiction. The parties agree that City shall be granted
exclusive jurisdiction to regulate all subdivision plats and approve all related
permits in its ETJ in accordance with Chapter 212 of the Local Government
Code, its adopted Subdivision Regulations or other applicable codes or
ordinances, and County shall no longer exercise any of these functions in the
City's ETJ.
2. One Office for Plat Applications, Fee Payments and Responses. Pursuant to this
Agreement, the City Secretary or hislher designee is authorized to accept plat
applications for tracts of land located in the ETJ of the City, to collect plat
application fees established by law, and provide applicants one response
indicating approval or denial of the plat application by the appropriate approving
authority.
INTERLOCAL AGREEMENT FOR ETJ Page I
3. Consolidated Regulations. That the Subdivision Regulations of the City are
hereby established as a consolidated and consistent set of regulations related to
plats and subdivisions of land as authorized by Chapters 212 and 232 of the Local
Government Code, and will be enforced in the ETJ of the City.
4. Areas Outside EU In an unincorporated area outside the ETJ of the City, the
City may not regulate subdivisions or approve the filing of plats, and the County
retains jurisdiction to do so. Should the City expand or reduce its ETJ, City shall
promptly notify County of such expansion or reduction. City and County agree
that such an expansion or reduction shall not require amendment of this
Agreement, and the City shall continue to be granted exclusive jurisdiction to
regulate subdivision plats and approve related permits in its ETJ, and the County
shall continue to have jurisdiction of areas outside the City's ETJ.
5. Costs. All costs involved with the approval of subdivision plats under this
Agreement shall be borne by the City and payable out of current revenues
available to it.
6. Periodic Review. This Agreement may be reviewed periodically and revised to
address changed circumstances. This Agreement may only be modified or
amended by a subsequent Agreement in writing between the same parties.
Miscellaneous Provisions.
7. This Agreement shall not constitute an Agreement for the provision of
governmental functions or services by either party for the other, except for the
specific subject matter hereof.
8. All notices required to be given by virtue of this Agreement shall be addressed as
follows and delivered by certified mail, postage prepaid, or by hand delivery:
City of ,Arw R
Attn:uTs Rm t)tzt (
Address:p Q,OX —t7b
iSRt tX 7S ty-r
Collin County Engineering Dept.
825 N. McDonald St., #160
McKinney, Texas 75069
9. , In the event any section, subsection, paragraph, sentence, please or work of this
Agreement shall be held invalid, illegal or unconstitutional, the balance of the
Agreement shalt be severable, and shall be enforced as if the parties intended to
delete the invalid portion.
10. This Agreement shall be construed under the laws of the State of Texas. Venue
for any action under this Agreement shall be the State District of Collin County,
Texas. This Agreement is performable in Collin County, Texas.
INTERLOCAL. AGREEMENT FOR ETJ Page 2
11. This Agreement may be executed in identical counterparts, each of which shall be
deemed an original and constitute one and the same instrument.
12. This Agreement embodies the complete agreement of the parties hereto,
superceding all prior or contemporaneous, oral or written agreements between the
parties relating to the subject matter hereof.
13. All Recitals contained in this Agreement are incorporated herein by reference for
all purposes and specifically found to be true and correct by the parties hereto.
14. The undersigned officers of the parties hereto have been duly authorized by
appropriate legislative action of their respective governing bodies to execute this
Agreement and bind the represented party to the terms hereof.
15. This Agreement is not intended to and does not extend the liability of the parties
beyond that provided by law. Neither the City or the county waives any
immunity or defense that would otherwise be available to it against claims by
third parties.
16. All rights, orders, approvals, permits, and legal or administrative proceedings,
with regard to a subdivision plat of property in the ETJ of the City in existence at
the effective date of this Agreement shall continue until consummation.
This Agreement shall become effective on the `Z6_ day of 4h
2002.
City of _, Texas
By: ..+..._..-
Name: _
0C'rtary
Date:,2002
1
ATTEST:
Secretary
Date: $ —„ , 2002
INTERLOCAL AGREEMENT FOR ETJ Page 3
Affirm in part; reverse in part; modify; render in part; remand in part; Opinion Filed
May 10, 2018.
In The
Court of Appeals
Fifth District of Texas at Dallas
No. 05-17-00546-CV
COLLIN COUNTY, TEXAS, Appellant/Cross-Appellee
V.
THE CITY OF MCKINNEY, TEXAS, Appellee/Cross-Appellant
V.
CUSTER STORAGE CENTER, LLC, Appellee
On Appeal from the 401st Judicial District Court
Collin County, Texas
Trial Court Cause No. 401-03649-2015
OPINION
Before Chief Justice Wright, Justice Lang, and Justice Stoddart
Opinion by Justice Stoddart
The primary issue in this appeal is whether the City of McKinney, Texas, a home-rule
municipality, has authority to enforce its building codes and platting requirements within its
extraterritorial jurisdiction. Based on the facts in this appeal, Collin County, Texas, and Custer
Storage Center, LLC argue that it does not. We conclude the City of McKinney lacks authority to
enforce its building codes and related building inspection requirements within its extraterritorial
jurisdiction, but it has authority to require a landowner to plat its property. We affirm the trial
court’s judgment in part, reverse the judgment in part, modify the judgment in part, render the
–2–
judgment the trial court should have rendered, and remand the issue of attorney’s fees for further
proceedings.
BACKGROUND
A. Factual Background
The City of McKinney (“City”) is a home-rule municipality. In 2002, the City and Collin
County (“County”) entered into an agreement titled City-County Approval Agreement, which was
made pursuant to House Bill 1445 (“1445 Agreement”).1 The agreement states H.B. 1445 required
the City and County to identify which governmental entity was authorized “to regulate subdivision
plats and approve related permits” in the City’s extraterritorial jurisdiction (“ETJ”). 2 Through the
1445 Agreement, the parties granted the City exclusive jurisdiction to regulate subdivision plats
and approve related permits for property in the City’s ETJ and authorized the City Secretary to
accept plat applications, collect plat application fees, and respond to applicants with the approval
or denial of the plat application for tracts of land located in the City’s ETJ.
Custer Storage Center, LLC (“Custer”) owns land located in the County and within the
City’s ETJ. Custer developed the land and now operates a self-storage facility. As part of the
development, the property was not subdivided or platted. Custer acquired building permits from
the County3 but did not seek or acquire such permits from the City. When the City became aware
of Custer’s construction project, it instructed Custer to obtain City building permits. After Custer
failed to do so, the City filed this lawsuit seeking declaratory relief and a permanent injunction.
The City requested the court declare, among other things, that Custer was required to obtain plat
1 House Bill 1445 was adopted as section 242.001(c) of the Texas Local Government Code. Section 242.001(c) requires a city and county to
enter into a written agreement that identifies the governmental entity authorized to regulate subdivision plats and approve related permits in a city’s
extraterritorial jurisdiction. See TEX. LOC. GOV’T CODE § 242.001(c).
2 A municipality’s ETJ is the unincorporated area that is contiguous to and located within a certain distance of the municipality’s corporate
boundaries. See TEX. LOC. GOV’T CODE § 42.021(a).
3 These permits include a grading permit, stormwater permit, and fire-code permit.
–3–
approval and building permits from the City but refused to do so. The City asked for a permanent
injunction requiring Custer to correct violations at its property within a reasonable amount of time
and enjoining the County from issuing building permits for development occurring in the City’s
ETJ. In response, Custer sought a declaratory judgment that, among other things, the City lacked
authority to require development permits for property in its ETJ and Custer was not required to
obtain plat approval from the City. Custer also sought a permanent injunction enjoining the City
from taking any action to require Custer to obtain plat and building permit approval. The County
did not assert any causes of action.
B. Summary Judgment Proceedings
Each party filed a motion for summary judgment. The County argued the City lacks
authority to impose its regulatory power over building construction in the City’s ETJ and the
permits issued by the County to Custer were lawful. The City filed a motion for partial summary
judgment seeking a declaration that the City has lawful authority—to the exclusion of the
County—to require landowners developing property in its ETJ to obtain building permits,
inspections and approvals, and pay related fees4 to the City and Custer was required, but failed, to
obtain City building permits in order to lawfully develop its self-storage facility on a property in
the City’s ETJ. Custer argued, among other things, the City lacked authority to require building
permits for property being developed in its ETJ and Custer was not required to obtain plat approval
from the City. All parties sought to recover their attorney’s fees.
Following a hearing, the trial court granted and denied each party’s motion in part. In its
judgment, the trial court concluded that the City’s and County’s respective authority to enforce
platting and building permit requirements for property in the City’s ETJ is determined based on
whether a property is subdivided. The trial court’s final judgment states in part:
4 For purposes of brevity, we refer to building permits, inspections and approvals, and related fees collectively as “building permits.”
–4–
The Court finds that the City has the lawful authority to require landowners
developing property located in the City’s ETJ to obtain building permits,
inspections and approvals, and pay related fees in those instances, but only in those
instances, where the property at issue is subdivided and lawfully required to obtain
plat approval from the City. In those instances where the property at issue is not
subdivided and [not] lawfully required to obtain plat approval from the City, the
City lacks the lawful authority to require landowners developing property located
in the City’s ETJ to obtain building permits, inspections and approvals, and pay
related fees.
The trial court found the 1445 Agreement is valid and enforceable and the County ceded all
platting, inspection, and building code authorit y in the ETJ to the City as to properties that are
subdivided, but did not do so as to properties that are not subdivided.
The court concluded Custer was not required to obtain plat approval or building permits
from the City because its property was not subdivided. The trial court declared Custer legally
developed its property pursuant to the permits issued by the County and those permits were lawful,
valid, and within the statutory authority granted to the County.
The trial court awarded attorney’s fees to Custer but ordered the City and County bear their
own attorney’s fees and costs. This appeal followed.
ISSUES ON APPEAL
The County argues two issues in this appeal: the trial court erred by concluding the City
has the lawful authority to require landowners developing property located in the City’s ETJ to
obtain building permits in those instances where the property at issue is subdivided and the trial
court abused its discretion by failing to award attorney’s fees to the County. Custer, which asserts
no separate issues on appeal, agrees the City lacks authority to require building permits for property
in the City’s ETJ. In its cross-appeal, the City argues it has authority to require City building
permits for all property developed in its ETJ; Custer was required, but failed to, obtain City
building permits and obtain plat approval from the City to lawfully develop its self-storage facility;
and the trial court abused its discretion by awarding attorney’s fees to Custer.
–5–
LAW & ANALYSIS
A. Standard of Review
The trial court’s judgment primarily rests upon its construction of the Texas Local
Government Code, which we review de novo. See City of Garland v. Dallas Morning News, 22
S.W.3d 351, 357 (Tex. 2000). When reviewing matters of statutory construction, our primary
objective is to ascertain and give effect to the Legislature’s intent without unduly restricting or
expanding the statute’s scope. Janvey v. Golf Channel, Inc., 487 S.W.3d 560, 572 (Tex. 2016).
When seeking the Legislature’s intent, we first look to the statutory text. Greater Hous. P’ship v.
Paxton, 468 S.W.3d 51, 58 (Tex. 2015). We derive the Legislature’s intent from the plain meaning
of the text construed in light of the statute as a whole. Janvey, 487 S.W.3d at 572. “The terms of
a statute bear their ordinary meaning unless (1) the Legislature has supplied a different meaning
by definition, (2) a different meaning is apparent from the context, or (3) applying the plain
meaning would lead to absurd results.” Id. To determine a statutory term’s common, ordinary
meaning, we typically look first to its dictionary definitions and then consider the term’s usage in
other statutes, court decisions, and similar authorities. Tex. State Bd. of Examiners of Marriage &
Family Therapists v. Tex. Med. Ass’n, 511 S.W.3d 28, 35 (Tex. 2017); see also Hardy v. Commc’n
Workers of Am. Local 6215 AFL-CIO, 536 S.W.3d 38, 45 (Tex. App.—Dallas 2017, pet. denied).
We also apply a de novo standard of review to the extent this appeal requires us to interpret
the 1445 Agreement. See Hackberry Creek Country Club, Inc. v. Hackberry Creek Home Owners
Ass’n, 205 S.W.3d 46, 56 (Tex. App.—Dallas 2006, pet. denied) (applying de novo standard of
review where contract is unambiguous). When construing a contract, we ascertain and effectuate
the parties’ intent as expressed in the agreement. Id. at 55. We consider the contract as a whole,
and we attempt to harmonize and give effect to all its provisions. Id.
–6–
B. Building Permits in the City’s ETJ
In its first issue, the County argues the trial court erred by concluding the City has lawful
authority to require a landowner developing property in the City’s ETJ to obtain building permits
and plat approval when the property at issue is subdivided. The City disagrees and argues in its
first three issues that (1) as a home-rule city it has the lawful authority to require all landowners
developing property in its ETJ to obtain City building permits; (2) the 1445 Agreement limits the
County’s ability to require landowners developing property in the ETJ to obtain County building
permits; and (3) Custer was required to obtain City building permits.
Texas law recognizes three types of municipalities: home-rule municipalities, general-law
municipalities, and special-law municipalities. Town of Lakewood Vill. v. Bizios, 493 S.W.3d 527,
530 (Tex. 2016). The nature and source of a municipality’s power depends on which type of
municipality it is. Id. at 531. Home-rule municipalities such as the City derive their powers from
the Texas Constitution and “possess the full power of self government and look to the Legislature
not for grants of power but only for limitations on their power.” Id. at 531 (quoting In re Sanchez,
81 S.W.3d 794, 796 (Tex. 2002)) (internal quotation marks omitted). “[H]ome-rule municipalities
inherently possess the authority to adopt and enforce building codes, absent an express limitation
on this authority.” Id. However, while a home-rule municipality derives its powers from the state
constitution, the extraterritorial jurisdiction of a municipality is created by the Legislature. See
TEX. LOCAL GOV’T CODE § 42.001 (“The legislature declares it the policy of the state to designate
certain areas as the extraterritorial jurisdiction of municipalities to promote and protect the general
health, safety, and welfare of persons residing in and adjacent to the municipalities.”). The parties
dispute whether the City’s status as a home-rule municipality vests the City with authority to
require landowners developing property in its ETJ to obtain City building permits.
–7–
The Texas Supreme Court considered a similar issue in Town of Lakewood Village v.
Bizios, 493 S.W.3d 527 (Tex. 2016). After discussing the three types of municipalities and the
nature and sources of their powers, the court examined numerous sections of the Texas Local
Government Code. The court began by stating the local government code “expressly authorizes
every municipality to adopt, administer, and enforce residential and commercial building codes in
the municipality.” Bizios, 493 S.W.3d at 531 (emphasis added) (discussing local government code
sections 214.212 and 214.216 that apply specified building codes “in a municipality”). While
these sections empower every municipality to enforce its building codes within its corporate limits,
the supreme court concluded they “do not authorize a municipality to enforce its building codes
within its ETJ or elsewhere beyond its corporate limits.” Id. The supreme court’s discussion
applies to “every municipality” without distinction. Id. (emphasis added). The court did not limit
its considerations to the general-law municipalities that were primarily at issue in Bizios. Although
the court could have differentiated between home-rule and general-law municipalities and
concluded, as the City argues, that the former is authorized to enforce its building codes within its
ETJ because of its expansive constitutional powers while the latter is not, the court did not do so.
Rather, it used the phrase “every municipality,” which includes a home-rule municipality such as
the City.
While sections 214.212 and 214.216 provide for the applicability of building codes “in a
municipality,” section 212.002 states that “the governing body of a municipality may adopt rules
governing plats and subdivisions of land within the municipality’s jurisdiction.” TEX. LOC. GOV’T
CODE § 212.002. Section 212.003 authorizes a municipality to extend ordinances adopted under
section 212.002 to its ETJ. Id. § 212.003(a); see also Bizios, 493 S.W.3d at 532. “Together, these
two sections expressly give all municipalities authority to enforce rules and ordinances ‘governing
plats and subdivisions of land’ within their ETJs.” Bizios, 493 S.W.3d at 532 (emphasis added)
–8–
(quoting TEX. LOC. GOV’T CODE §§ 212.002, .003(a)). If a home-rule municipality had inherent
authority to exercise these powers in its ETJ, section 212.003 would be superfluous as applied to
home-rule municipalities. We will not read the statute to accomplish such a result. See State v.
Gonzalez, 82 S.W.3d 322, 327 (Tex. 2002) (courts read statute as a whole and interpret it to give
effect to every part). Such an interpretation also would be inconsistent with the Bizios opinion and
existing case law. See Bizios, 493 S.W.3d at 532; City of Lubbock v. Phillips Petroleum Co., 41
S.W.3d 149, 159 (Tex. App.—Amarillo 2000, no pet.) (“[I]t is the general rule that a city may only
exercise its powers within its corporate limits unless its authority is expressly extended.”); Austin
v. Jamail, 662 S.W.2d 779 (Tex. App.—Austin 1983, writ dism’d w.o.j.) (“A city must have
express (or implied when such power is reasonably incident to those expressly granted) statutory
authority to exercise its extraterritorial power.”).
Based on the Texas Supreme Court’s opinion in Bizios, opinions from our sister courts,
and relevant provisions of the local government code, we conclude every municipality, including
a home-rule municipality, requires legislative authorization to enforce building codes beyond its
corporate limits. We have not found any legislative authorization giving the City the power it
seeks to exercise, and the City does not cite any in its brief. Therefore, we conclude the City lacks
authority to require a landowner developing property in its ETJ to obtain City building permits,
inspections and approvals, and pay related fees. We sustain the County’s first issue to this extent,
and we overrule the City’s first issue.
In its second issue, the City argues the 1445 Agreement limits the County’s power to
require building permits for property in the City’s ETJ. In the 1445 Agreement, the parties granted
the City exclusive jurisdiction to regulate subdivision plats and approve related permits for
property in the City’s ETJ and authorized the City Secretary to accept plat applications, collect
plat application fees, and respond to applicants with the approval or denial of the plat application
–9–
for tracts of land located in the City’s ETJ. By its plain language, the 1445 Agreement, as well as
section 242.001(c) of the local government code which instructed the parties to adopt the
agreement, only applies to platting. Nothing in the agreement touches on building permits and it
cannot be interpreted to give the City authority over building permits for property in the City’s
ETJ.
The City’s assertion is similar to one addressed in Bizios. The Bizios court rejected the
argument that the phrase “rules governing plats and subdivisions” as used in local government
code section 212.002 included “building codes,” “building permits,” “design,” or “construction.”
Bizios, 493 S.W.3d at 532. The Court stated the phrase “rules governing plats and subdivisions”
only addresses the development of land and not the construction of buildings. Id.
Just as a statute enabling a municipality to govern subdivisions and plats of land does not
also authorize the municipality to require building permits or apply its building codes, see id.,
neither does the 1445 Agreement nor its enabling statute. We conclude the County did not cede
this authority to the City. We overrule the City’s second issue.
In light of our discussion above, we conclude Custer was not required to obtain building
permits, inspections and approvals from, and pay related fees to the City. We overrule the City’s
third issue.
C. Platting of Custer’s Property
In its fourth issue, the City argues the trial court erred by concluding Custer was not
required to obtain plat approval from the City. The 1445 Agreement grants exclusive jurisdiction
to the City, not the County, to regulate all subdivision plats and related permits for property in the
City’s ETJ. Pursuant to the 1445 Agreement, Custer was required to file a plat with and obtain
plat approval from the City. Custer failed to do so.
–10–
The governing body of a municipality may adopt rules governing plats and subdivisions of
land within the municipality’s jurisdiction and may extend these rules to its ETJ. See TEX. LOC.
GOV’T CODE §§ 212.002-.003. The City adopted subdivision regulations pursuant to chapter 212
of the local government code. MCKINNEY, TEX. CODE OF ORDINANCES § 142-3 (2008). Section
142-5(a) of the code of ordinances states:
Unless and until any plat, plan, or replat shall have been first approved in the
manner provided by law, it shall be unlawful for any person, firm, corporation, or
organization to construct or cause to be constructed any streets, utilities, buildings
or other improvements or to serve or connect said land, or any part thereof, or for
the use of the owners or purchasers of said land, or any part thereof, with any public
utilities such as water, sewers, lights, gas, etc., which may be owned, controlled,
distributed, franchised, or supplied by such city.
Id. § 142-5(a).
The record shows Custer developed a self-storage facility on its property. As part of that
construction, Custer received a “Permit to Construct Access Driveway Facilities on Highway Right
of Way” from the Texas Department of Transportation and that permit allowed Custer to construct
a twenty-four foot access driveway abutting FM 2478 in the County. Based on Custer’s
construction and this construction permit, we conclude Custer was an organization that constructed
or caused to be constructed a street or other improvement on its property. Custer, then, was
required to obtain a plat before commencing that construction. See id. The trial court’s ruling
makes the obligation to plat contingent upon whether a property was subdivided. However, neither
the City’s ordinances nor chapter 212 of the local government code includes that requirement.
We conclude the trial court erred by granting Custer’s request for a declaratory judgment
that it was not required to obtain plat approval from the City. We overrule the County’s first issue
to this extent and sustain the City’s fourth issue.
–11–
D. Attorney’s Fees
In its second issue, the County argues the trial court abused its discretion by failing to
award attorney’s fees to the County under the Declaratory Judgments Act (“DJA”). In its fifth
issue, the City argues the trial court abused its discretion by awarding attorney’s fees to Custer
under the DJA. The trial court’s judgment ordered that the City and County each bear their own
attorney’s fees and court costs, but it awarded fees, including conditional appellate fees, to Custer.
A trial court “may award costs and reasonable attorney’s fees as are equitable and just” in
a declaratory judgment proceeding. See TEX. CIV. PRAC. & REM. CODE § 37.009. The grant or
denial of attorney’s fees in a declaratory judgment action lies within the discretion of the trial
court, and its judgment will not be reversed on appeal absent a clear showing of abuse of discretion.
Hartsell v. Town of Talty, 130 S.W.3d 325, 329 (Tex. App.—Dallas 2004, pet. denied). A trial
court may, in its discretion, award attorney’s fees to the nonprevailing party in a declaratory
judgment action. Id.
The trial court’s judgment states the parties filed a Rule 11 Agreement in which they agreed
and stipulated to each party’s reasonable and necessary attorney’s fees. However, on appeal, the
County and City disagree about which party is entitled to fees based on which party prevailed.
Previously when presented with a similar issue, we remanded the cause to the trial cou rt to
reconsider its award of attorney’s fees in light of our reversal of the trial court’s summary
judgment. Id. Because we substantially modify the trial court’s judgment and there is no evidence
to indicate whether the trial court’s award of fees would be equitable and just in light of our opinion
in this case, we reverse the portions of the judgment awarding and denying requested attorney’s
fees and remand the issue of attorney’s fees to the trial court for its reconsideration in light of this
opinion. See id. We sustain the County’s second issue and the City’s fifth issue to this extent.
–12–
CONCLUSION
The City lacks authority to require a landowner developing property in its ETJ to obtain
City building permits, inspections and approvals, and pay related fees. However, the City
possesses authority—to the exclusion of the County—to regulate all subdivision plats and related
permits for property in the City’s ETJ.
We reverse the trial court’s judgment denying in part Custer’s declaratory judgment request
that the City lacks authority to require building permits in the City’s ETJ. We render judgment
granting Custer’s declaratory judgment request that the City lacks authority to require building
permits in the City’s ETJ. We reverse the trial court’s judgment granting Custer’s declaratory
judgment request that it is not required to obtain plat approval from the City. We render judgment
denying Custer’s declaratory judgment request that it is not required to obtain plat approval from
the City. We affirm the trial court’s judgment granting Custer’s declaratory judgment request that
it is not required to obtain City building permits, inspections and approvals, and pay related fees.
We reverse the trial court’s judgment denying in part the County’s declaratory judgment
request that the City lacks the lawful authority to require landowners developing property located
in the City’s ETJ to obtain building permits, inspections and approvals, and pay related fees. We
render judgment granting the County’s declaratory judgment request that the City lacks the lawful
authority to require landowners developing property located in the City’s ETJ to obtain building
permits, inspections and approvals, and pay related fees. We reverse the trial court’s judgment
denying in part the County’s declaratory judgment request that the 1445 Agreement does not allow
the City to require landowners developing property located in the City’s ETJ to obtain building
permits, inspections and approvals, and pay related fees. We render judgment granting the
County’s declaratory judgment request that the 1445 Agreement does not allow the City to require
–13–
landowners developing property located in the City’s ETJ to obtain City building permits,
inspections and approvals, and pay related fees.
We reverse the trial court’s judgment granting in part the City’s request for a declaratory
judgment that the City has the lawful authority to require landowners developing property located
in the City’s ETJ to obtain City building permits, inspections and approvals, and pay related fees.
We render judgment denying the City’s request for a declaratory judgment that the City has the
lawful authority to require landowners developing property located in the City’s ETJ to obtain City
building permits, inspections and approvals, and pay related fees. We reverse the trial court’s
judgment granting in part the City’s request for a declaratory judgment that the 1445 Agreement
allows the City to require landowners developing property located in the City’s ETJ to obtain
building permits, inspections and approvals, and pay related fees. We render judgment denying
the City’s request for a declaratory judgment that the 1445 Agreement allows the City to require
landowners developing property located in the City’s ETJ to obtain building permits, inspections
and approvals, and pay related fees.
We modify the trial court’s judgment to delete the following sentences: “The Court finds
that the City has the lawful authority to require landowners developing property located in the
City’s ETJ to obtain building permits, inspections and approvals, and pay related fees in those
instances, but only in those instances, where the property at issue is subdivided and is therefore
lawfully required to obtain plat approval from the City. In those instances where the property at
issue is not subdivided and therefore lawfully required to obtain plat approval from the City, the
City lacks the lawful authority to require landowners developing property located in the City’s
ETJ to obtain building permits, inspections and approvals, and pay related fees.”
The trial court’s judgment states: “The Court finds that the City-County 1445 Agreement
is valid and enforceable, and that the County ceded all platting, inspection and building code
–14–
authority in the ETJ to the City in 2002 as to all properties that are required to subdivide under
State statute” and “The Court finds that the City-County 1445 Agreement is valid and enforceable,
and that the County ceded all platting, inspection and building code authority in the ETJ to the
City in 2002 as to all properties that are required to subdivide.” We modify these sentences in the
judgment to state: “The Court finds that the City-County 1445 Agreement is valid and enforceable
and that the County ceded all platting authority in the ETJ to the City in 2002.”
We reverse the trial court’s judgment ordering the City and County bear their own
attorney’s fees and taxable court costs as well as the trial court’s judgment ordering Custer recover
its attorney’s fees and court costs. We remand the issue of attorney’s fees and court costs to the
trial court for its reconsideration in light of this opinion.
170546F.P05
/Craig Stoddart/
CRAIG STODDART
JUSTICE
–15–
Court of Appeals
Fifth District of Texas at Dallas
JUDGMENT
COLLIN COUNTY, TEXAS,
Appellant/Cross-Appellee
No. 05-17-00546-CV V.
THE CITY OF MCKINNEY, TEXAS ,
Appellee/Cross-Appellant
V.
CUSTER STORAGE CENTER, LLC,
Appellee
On Appeal from the 401st Judicial District
Court, Collin County, Texas
Trial Court Cause No. 401-03649-2015.
Opinion delivered by Justice Stoddart.
Chief Justice Wright and Justice Lang
participating.
In accordance with this Court’s opinion of this date,
We REVERSE the trial court’s judgment denying in part Custer Storage Center, LLC’s
declaratory judgment request that the City of McKinney, Texas, lacks authority to require building
permits in the City’s ETJ. We RENDER judgment granting Custer’s declaratory judgment request
that the City lacks authority to require building permits in the City’s ETJ. We REVERSE the trial
court’s judgment granting Custer’s declaratory judgment request that it is not required to obtain
plat approval from the City. We RENDER judgment denying Custer’s declaratory judgment
request that it is not required to obtain plat approval from the City. We AFFIRM the trial court’s
judgment granting Custer’s declaratory judgment request that it is not required to obtain City
building permits, inspections and approvals, and pay related fees.
We REVERSE the trial court’s judgment denying in part Collin County, Texas’s
declaratory judgment request that the City lacks the lawful authority to require landowners
developing property located in the City’s ETJ to obtain building permits, inspections and
approvals, and pay related fees. We RENDER judgment granting the County’s declaratory
judgment request that the City lacks the lawful authority to require landowners developing
property located in the City’s ETJ to obtain building permits, inspections and approvals, and pay
related fees. We REVERSE the trial court’s judgment denying in part the County’s declaratory
judgment request that the 1445 Agreement does not allow the City to require landowners
developing property located in the City’s ETJ to obtain building permits, inspections and
approvals, and pay related fees. We RENDER judgment granting the County’s declaratory
judgment request that the 1445 Agreement does not allow the City to require landowners
–16–
developing property located in the City’s ETJ to obtain City building permits, inspections and
approvals, and pay related fees.
We REVERSE the trial court’s judgment granting in part the City’s request for a
declaratory judgment that the City has the lawful authority to require landowners developing
property located in the City’s ETJ to obtain City building permits, inspections and approvals, and
pay related fees. We RENDER judgment denying the City’s request for a declaratory judgment
that the City has the lawful authority to require landowners developing property located in the
City’s ETJ to obtain City building permits, inspections and approvals, and pay related fees. We
REVERSE the trial court’s judgment granting in part the City’s request for a declaratory judgment
that the 1445 Agreement allows the City to require landowners developing property located in the
City’s ETJ to obtain building permits, inspections and approvals, and pay related fees. We
RENDER judgment denying the City’s request for a declaratory judgment that the 1445
Agreement allows the City to require landowners developing property located in the City’s ETJ to
obtain building permits, inspections and approvals, and pay related fees.
We MODIFY the trial court’s judgment to delete the following sentences: “The Court
finds that the City has the lawful authority to require landowners developing property located in
the City’s ETJ to obtain building permits, inspections and approvals, and pay related fees in those
instances, but only in those instances, where the property at issue is subdivided and is therefore
lawfully required to obtain plat approval from the City. In those instances where the property at
issue is not subdivided and therefore lawfully required to obtain plat approval from the City, the
City lacks the lawful authority to require landowners developing property located in the City’s
ETJ to obtain building permits, inspections and approvals, and pay related fees.”
The trial court’s judgment states: “The Court finds that the City-County 1445 Agreement
is valid and enforceable, and that the County ceded all platting, inspection and building code
authority in the ETJ to the City in 2002 as to all properties that are required to subdivide under
State statute” and “The Court finds that the City-County 1445 Agreement is valid and enforceable,
and that the County ceded all platting, inspection and building code authority in the ETJ to the
City in 2002 as to all properties that are required to subdivide.” We MODIFY these sentences in
the judgment to state: “The Court finds that the City-County 1445 Agreement is valid and
enforceable and that the County ceded all platting authority in the ETJ to the City in 2002.”
We REVERSE the trial court’s judgment ordering the City and County bear their own
attorney’s fees and taxable court costs as well as the trial court’s judgment ordering Custer recover
its attorney’s fees and court costs. We REMAND the issue of attorney’s fees and court costs to
the trial court for its reconsideration.
It is ORDERED that each party bear its own costs of this appeal.
Judgment entered this 10th day of May, 2018.
Conduct a Public Hearing/Consider/Discuss/Action on an Ordinance regarding disannexation of Top Fun Ranch / Nevil Stone (Director of Development Services Kaleb Kentner)
Agenda Item #7.a.
1 2
-2006: Tract 1 & 2 annexed
-2009: Tract 1 purchased by Mr. Nevil
& requested disannexation via public
comment
-2010: Mr. Nevil & his attorney spoke
in opposition of additional properties
being annexed & later entered into
non-annexation agreement (“NAA”)
-2015: Tract 2 purchased by Mr. Nevil
-2019: State removed city annexation
without petition/election
-2020: Council discussed annexation of
NAA property
Staff Recommendation
We are unable to recommend approval based
on state annexation laws.
Item No. 7.b.
City Council Agenda
Staff Report
Meeting Date: 6/23/2026
Staff Contact: Kaleb Kentner
AGENDA ITEM:
Conduct a Public Hearing/Consider/Discuss/Action on an Ordinance regarding a
request for a Specific Use Permit for an Auto Repair, Light on 1.2± acres on the west
side of US Highway 75, 1,250± feet north of W. Rosamond Parkway. (SUP 26-
0003)(Director of Development Services Kaleb Kentner)
SUMMARY:
The Planning & Zoning Commission recommended approval (5-0) at their June 1, 2026,
meeting.
This item requires a Public Hearing.
Public Hearing Note: At the time and place of the public hearing, all persons who
desire will have an opportunity to be heard in opposition to or in favor of the
Ordinance, application, or other proposed items.
FINANCIAL IMPACT:
This item has no financial impact.
BACKGROUND:
Date Submitted 5/6/2026 Jurisdiction City of Anna
Owner DSF Standridge LP
Representative/Applicant Vasquez Engineering LLC
Requested Action Get a recommendation for approval of the SUP
Purpose To build a brake repair/auto shop
Land Area 1.1± acres
Location
The west side of US Highway 75, 1,250± feet north of W.
Rosamond Parkway
Comp Plan Designation Regional Activity Center
Existing Zoning Planned Development (Ord. No. 1111-2024-08)
Public Notice 3/17/2026
Surrounding Properties
Land Use Zoning
Comp Plan
Designation
North Vacant Commercial
Planned Development (Ord. No. 1111-
2024-08)
Regional
Activity
Center
East Vacant Commercial
Planned Development (Ord. No. 1111-
2024-08)
Regional
Activity
Center
South Vacant Commercial
Planned Development (Ord. No. 1111-
2024-08) with SUP for Auto Repair, Light
(Ord. No. 1195-2026-04)
Regional
Activity
Center
West Vacant Commercial
Planned Development (Ord. No. 1111-
2024-08)
Regional
Activity
Center
HISTORY
Ordinance No. 1111-2024-08 - City Council zoned Liberty Hills as Planned
Development/Regional Commercial District (PD/C-2).
COMPATIBILITY CONSIDERATIONS
Specific Use Permit
When considering an application for a Specific Use Permit, the Planning & Zoning
Commission may recommend, and the City Council may establish, conditions and
regulations necessary to protect the health, safety, morals, and general welfare of the
neighborhood and/or the city. In addition, the use shall be in general conformance with
the Comprehensive Plan and general objectives of the city.
The Use-Specific Standards for Auto Repair, Light are provided in Section 9.04.031(d)
of the Zoning Ordinance as follows:
(d) Auto Repair, Light.
(1) All Auto Repair, Light activities shall take place within an enclosed space.
(2) An Auto Repair, Light facility shall be located one hundred fifty (150) feet from
any residential district or school use.
Staff Response:
• The applicant understands that all business activities must be conducted within the
building.
CONCLUSION
The associated Preliminary Site Plan is in conformance with the PD/C-2 district.
STRATEGIC CONNECTIONS:
This item supports the City of Anna Strategic Plan, specifically advancing the strategic
outcome area: Unique.
Anna is designed to be unique as it transforms from a bedroom community to a
thriving city, with:
• Deliberate planning for the future
• A vision for innovative development and positive growth
• A variety of housing, jobs, and educational opportunities
ATTACHMENTS:
1. Locator - Brake Masters (SUP 26-0003)
2. Ordinance - Brake Masters (SUP 26-0003)
3. Exhibit A (Zoning Exhibit) - Brake Masters (SUP 26-0003)
4. Exhibit B (Preliminary Site Plan) - Brake Masters (SUP 26-0003)
5. Presentation
1
CITY OF ANNA, TEXAS
(Property rezoned under this ordinance is generally located on the west side of US
Highway 75, 1,250± feet north of W. Rosamond Parkway)
ORDINANCE NO. ________________
AN ORDINANCE OF THE CITY OF ANNA, TEXAS AMENDING THE CITY’S
COMPREHENSIVE PLAN, ZONING MAP, AND ZONING ORDINANCE AND CHANGING THE
ZONING OF CERTAIN PROPERTY AS DESCRIBED HEREIN; PROVIDING FOR SAVINGS,
REPEALING AND SEVERABILITY CLAUSES; PROVIDING FOR AN EFFECTIVE DATE;
PROVIDING FOR A PENALTY CLAUSE NOT TO EXCEED $2,000 OR THE HIGHEST
PENALTY AMOUNT ALLOWED BY LAW, WHICHEVER IS LESS; AND, PROVIDING FOR THE
PUBLICATION OF THE CAPTION HEREOF.
WHEREAS, the City of Anna, Texas (“City”) has previously adopted ordinances, rules and
regulations governing the zoning in the City; and
WHEREAS, the City Council received an annexation petition and requested a Specific Use Permit
on Property described in Exhibit A (“Property”) and depicted in Exhibit B (“Preliminary Site Plan”)
attached hereto and incorporated herein for all purposes as if set forth in full; and
WHEREAS, the Property is zoned Planned Development-General Commercial (PD/C-2)(Ord. No.
1111-2024-08) and
said Property is generally located on the west side of US Highway 75, 1,250± feet north of W.
Rosamond Parkway, is being zoned with Specific Use Permit for Auto Repair, Light; and
WHEREAS, the Planning and Zoning Commission of the City and the City Council of the City of
Anna (“City Council”) have given the requisite notices by publication and otherwise and have held
the public hearings as required by law and afforded a full and fair hearing to all property owners
and generally to all persons interested in and situated in the affected area and in the vicinity
thereof, the City Council has concluded that the Zoning Ordinance of the City should be amended
as set forth below.
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF ANNA,
TEXAS THAT:
Section 1. Recitals Incorporated
The above recitals are incorporated herein by reference for all purposes.
Section 2. Zoning Change
The Anna City Code of Ordinances are hereby amended by approving a Specific Use Permit for
Auto Repair, Light for the Property described in Exhibit A and depicted in Exhibit B with the
additional restrictions as follows:
2
1. Site shall develop in accordance with the Use-Specific Standards set forth in Zoning
Ordinance Section 9.04.031(d) as follows:
(d) Auto Repair, Light.
(1) All Auto Repair, Light activities shall take place within an enclosed space.
(2) An Auto Repair, Light facility shall be located one hundred fifty (150) feet from
any residential district or school use.
Section 3. Official Zoning Map
The official Zoning Map of the City shall be corrected to reflect the change in zoning described
herein.
Section 4. Savings, Repealing and Severability Clauses
It is hereby declared to be the intention of the City Council that the words, sentences, paragraphs,
subdivisions, clauses, phrases, and provisions of this ordinance are severable and, if any phrase,
sentence, paragraph, subdivision, clause, or provision of this ordinance shall be declared
unconstitutional or otherwise invalid or inapplicable by the valid judgment or decree of any court
of competent jurisdiction, such unconstitutionality, invalidity or inapplicability shall not affect any
of the remaining words, sentences, paragraphs, subdivisions, clauses, phrases, or provisions of
this ordinance, since the same would have been enacted by the City Council without the
incorporation in this ordinance of any such unconstitutional, invalid or inapplicable words,
sentences, paragraphs, subdivisions, clauses, phrases, or provisions. Further, all ordinances or
parts of ordinances in force when the provisions of this ordinance become effective that are
consistent and do not conflict with the terms and provisions of this ordinance are hereby ratified
to the extent of such consistency and lack of conflict, and all ordinances or parts of ordinances in
force when the provisions of this ordinance become effective that are inconsistent or in conflict
with the terms and provisions contained in this ordinance are hereby repealed only to the extent
of any such conflict.
Section 5. Penalty
Any violation of any of the terms of this ordinance, whether denominated in this ordinance as
unlawful or not, shall be deemed a misdemeanor. Any person convicted of any such violation shall
be fined in an amount not to exceed $2,000 for each incidence of violation. Each day a violation
exists is considered a separate offense and will be punished separately.
Section 6. Publication of the Caption and Effective Date
This ordinance shall be effective upon its passage by the City Council, approval by the Mayor,
and posting and/or publication, if required by law, of its caption. The City Secretary is hereby
authorized and directed to implement such posting and/or publication.
PASSED by the City Council of the City of Anna, Texas this 23rd day of June 2026.
3
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LEGEND
EXISTING PROPOSED
PROPERTY LINE
PAVEMENT
PARKING COUNT
WALK (PRVT)
GAS
O.H. ELECTRIC
WATER
SANITARY SEWER
STORM SEWER
TELEPHONE
FIRE HYDRANT
WATER VALVE
WATER METER
NOTES
1. TOPOGRAPHY BASE ON SURVEY PREPARED BY PEISER & MANKIN
SURVEYING, LLC., DATED 04/21/2026.
SITE PLAN GENERAL NOTES
1. BUILDINGS 6,000 SQUARE FEET OR GREATER SHALL BE 100% FIRE
SPRINKLED.
2. FIRE LANES SHALL BE DESIGNED AND CONSTRUCTED PER CITY STANDARDS.
3. HANDICAPPED PARKING AREAS SHALL BE DESIGNED AND PROVIDED PER CITY
STANDARDS AND SHALL COMPLY WITH REQUIREMENTS OF THE CURRENT,
ADOPTED INTERNATIONAL BUILDING CODE.
4. FOUR-FOOT WIDE SIDEWALKS SHALL BE PROVIDED 2.5 FEET OFF OF THE
PROPERTY LINE WITHIN THE RIGHTS-OF-WAY, UNLESS A SIDEWALK EASEMENT
IS PROVIDED FOR A MEANDERING SIDEWALK OR AN ALTERNATIVE DESIGN IS
APPROVED BY THE CITY. BARRIER-FREE RAMPS, PER CITY STANDARDS, SHALL
BE PROVIDED ON SIDEWALKS AT ALL CURB CROSSINGS.
5. MECHANICAL UNITS, DUMPSTERS, AND TRASH COMPACTORS SHALL BE SCREENED
IN ACCORDANCE WITH THE ZONING ORDINANCE.
6. ALL SIGNAGE CONTINGENT UPON APPROVAL BY BUILDING INSPECTION
DEPARTMENT.
7. APPROVAL OF THE SITE PLAN IS NOT FINAL UNTIL ALL ENGINEERING PLANS
ARE APPROVED.
8. OPEN STORAGE, WHERE PERMITTED, SHALL BE SCREENED IN ACCORDANCE WITH
THE ZONING ORDINANCE.
9. BUILDING FACADES WITHIN THIS DEVELOPMENT SHALL BE COMPATIBLE, AS
PROVIDED IN THE RETAIL CORNER DESIGN GUIDELINES.
10. OUTDOOR LIGHTING SHALL COMPLY WITH ILLUMINATION STANDARDS WITH
SECTION 6-466 OF THE CODE OF ORDINANCES.
11. PLEASE CONTACT THE BUILDING INSPECTION DEPARTMENT TO DETERMINE THE
TYPE OF CONSTRUCTION AND OCCUPANCY GROUP.
12. ALL ELECTRICAL TRANSMISSION, DISTRIBUTION, AND SERVICE LINES MUST
BE UNDERGROUND.
13. USES SHALL CONFORM IN OPERATION, LOCATION, AND CONSTRUCTION TO THE
FOLLOWING PERFORMANCE STANDARDS IN ARTICLE 24 OF THE ZONING
ORDINANCE; NOISE, SMOKE AND PARTICULATE MATTER, ODOROUS MATTER,
FIRE OR EXPLOSIVE MATERIAL, TOXIC AND NOXIOUS MATTER, VIBRATION,
AND/OR OTHER PERFORMANCE STANDARDS.
CONTOUR
WALK (CITY)
LANDSCAPE
GENERAL SITE DATA
ZONING PD W/C1/C2 USES
LAND USE AUTO REPAIR, LIGHT
LOT AREA 1.036 ACRES, 45,139 SF
BUILDING FOOTPRINT AREA 5,400 SF
TOTAL BUILDING AREA 5,400 SF
BUILDING HEIGHT 1-STORY
BUILDING HEIGHT 30'
LOT COVERAGE 12.0%
PARKING
PARKING RATIO (1/500 SF)
REQUIRED PARKING 11
TOTAL PARKING PROVIDED 46
ACCESSIBLE PARKING REQUIRED 2
ACCESSIBLE PARKING PROVIDED 2
SITE SUMMARY PRELIMINARY SITE PLAN
BLOCK C, LOT 2
BUILDING LINE
BARRIER FREE RAMP
FIRELANE
INLET
AREA DRAIN
WATER EASEMENT
(BLACK CONC)
OIL/WATER SEPARATOR
SANITARY SEWER M.H.
ELEC PROLE
S
Conduct a Public Hearing/Consider/Discuss/Action for a recommendation regarding a request for a Specific Use Permit for an Auto Repair, Light on 1.1±acres on the west side of US Highway 75, 1,250±feet north of W. Rosamond Parkway. (SUP 26-0003)
Agenda Item #7.b.
History & Case Overview
Ordinance No. 1103-2024-06 – City Council zoned the Liberty Hills development as Planned Development/Regional Commercial District (PD/C-2).
The applicant is requesting a Specific Use Permit (SUP) for Auto Repair, Light.
Compatibility Considerations
Future Land Use Plan (FLUP):Regional Activity Center
Specific Use Permit: The Specific Use standards for Auto Repair, Light are provided in Section 9.04.031(d) of the Zoning Ordinance as follows:
(1) All Auto Repair, Light activities shall take place within an enclosed space.
(2) An Auto Repair, Light facility shall be located one hundred fifty (150) feet from any residential district or school use.
Recommendation
The Planning & Zoning Commission
recommended for approval (5-0).
Zero (0) responses received.
Item No. 7.c.
City Council Agenda
Staff Report
Meeting Date: 6/23/2026
Staff Contact: Joseph Cotton
AGENDA ITEM:
Consider/Discuss/Action on a Resolution designating the Director of Public Works to act
on behalf of the City, certifying that the City is eligible to receive program assistance for
trail improvements at Carol Park, certifying that the City's matching share is readily
available, and dedicating the proposed site for permanent public park and recreational
uses. (Director of Public Works Joseph Cotton)
SUMMARY:
Staff intends to apply for a Non-Urban Outdoor Program grant as part of the Local Park
Grant Program (the Program) administered by the Texas Parks & Wildlife Department
for approximately 0.5 miles of trail improvements from Carol Park to Taylor Blvd, which
will include pedestrian crossing improvements at Taylor Blvd. As part of the application
process, a resolution is needed to do the following.
• Designate an official responsible for, acting for, and on behalf of the City in
dealing with the Texas Parks & Wildlife Department for the purpose of
participating in the Program.
• Certify that the City is eligible to receive program assistance.
• Certify that the City's matching share is readily available.
• Dedicate the proposed site for permanent public park and recreational uses.
FINANCIAL IMPACT:
Should the City be successful in securing the grant, $750,000 would be added to the
Oak Hollow Trail Extension project and could possibly allow its completion in a single
phase.
BACKGROUND:
On May 1, 2026, applications opened for the current round of the Local Park Grant
Program funding through the Texas Parks & Wildlife Department (TPWD). Applications
are due August 1, 2026. In order for a submission to be accepted, a Resolution is
required to do the following.
• Designate an official responsible for, acting for, and on behalf of the City in
dealing with the Texas Parks & Wildlife Department for the purpose of
participating in the Program.
• Certify that the City is eligible to receive program assistance.
• Certify that the City's matching share is readily available.
• Dedicate the proposed site for permanent public park and recreational uses.
Public Works staff will complete the grant application under the direction of Joseph
Cotton, Director of Public Works. Staff believes the Oak Hollow Trail Extension project,
currently funded in the amount of $1.9 million, is a good candidate that will score highly
based on the scoring criteria set by TPWD.
The City of Anna is eligible to receive grant assistance because they meet all the criteria
for the Non-Urban Outdoor Grant Program, which includes:
• Applicant must be a legally constituted local unit of government.
• Projects must guarantee perpetual public parkland use.
• Applicant must have matching funds readily available.
• Applicant must be in full compliance with previously funded TPWD recreation
grants.
• Applicant must possess full surface legal control of the proposed parkland.
• Applicant must not have been awarded a Non-Urban Outdoor Grant the previous
year.
City Council approved $1.9 million to partially fund the Oak Hollow Trail Extension
project, which will be located on a tract that has been dedicated parkland since the
development of the Oak Hollow subdivision. The property will become the southern tip
of Carol Park, which includes a trail running north to south through the entire length of
the park. The proposed project will extend the existing trail to Taylor Boulevard and
provide a crossing at Taylor, connecting to an existing trail in the Park Place
development. This project will fill a gap in a major trail route from White Street to
Luscombe Drive in Pecan Grove Estates (Phase I) and will eventually connect to the
Collin County Loop.
STRATEGIC CONNECTIONS:
This item supports the City of Anna Strategic Plan, specifically advancing the strategic
outcome area: Active.
The City of Anna promotes an active community through:
• A variety of social opportunities for neighbors and visitors
• Diverse recreational venues
• Well-maintained trails and natural areas
• Opportunities for lifelong learning
ATTACHMENTS:
1. Res - Authorizing Local Parks Application
2. Local Parks Resolution Authorizing Application 062326
CITY OF ANNA, TEXAS
the Applicant is fully eligible to receive assistance under the Program; and
the Applicant is desirous of authorizing an official to represent and act for the
Applicant in dealing with the Department concerning the Program;
That the Applicant hereby certifies that they are eligible to receive
assistance under the Program, and that notice of the application has
been posted according to local public hearing requirements.
That the Applicant hereby certifies that the matching share for this
application is readily available at this time.
That the Applicant hereby authorizes and directs the Director of Public
Works to act for the Applicant in dealing with the Department for the
purposes of the Program, and that the Director of Public Works is hereby
officially designated as the representative in this regard.
The Applicant hereby specifically authorizes the official to make
application to the Department concerning the site to be known as Carol
Park in the City of Anna for use as a park site and is hereby dedicated
(or will be dedicated upon completion of the proposed acquisition) for
public park and recreation purposes in perpetuity (or for the lease term,
if legal control is through a lease). Projects with federal monies may have
differing requirements.
Introduced, read and passed by an affirmative vote of the “Applicant” on this 23rd day of
June 2026.
__________________________________
Mayor Pete Cain
ATTEST:
_______________________________
City Secretary Carrie L. Land
PWD 1069B – P4000 (01/2014)
Local Park Grant Program
A resolution of the City of Anna, Texas, as hereinafter referred to as “Applicant,” designating certain
officials as being responsible for, acting for, and on behalf of the Applicant in dealing with the Texas
Parks & Wildlife Department, hereinafter referred to as “Department,” for the purpose of participating in
the Local Park Grant Program, hereinafter referred to as the “Program”; certifying that the Applicant is
eligible to receive program assistance; certifying that the Applicant matching share is readily available;
and dedicating the proposed site for permanent (or for the term of the lease for leased property) public
park and recreational uses.
WHEREAS, the Applicant is fully eligible to receive assistance under the Program; and
WHEREAS, the Applicant is desirous of authorizing an official to represent and act for the Applicant in
dealing with the Department concerning the Program;
BE IT RESOLVED BY THE APPLICANT:
SECTION 1: That the Applicant hereby certifies that they are eligible to receive assistance under the
Program, and that notice of the application has been posted according to local public
hearing requirements.
SECTION 2: That the Applicant hereby certifies that the matching share for this application is readily
available at this time.
SECTION 3: That the Applicant hereby authorizes and directs the Director of Public Works to act for
the Applicant in dealing with the Department for the purposes of the Program, and that the
Director of Public Works is hereby officially designated as the representative in this regard.
SECTION 4: The Applicant hereby specifically authorizes the official to make application to the
Department concerning the site to be known as Carol Park in the City of Anna for use as
a park site and is hereby dedicated (or will be dedicated upon completion of the proposed
acquisition) for public park and recreation purposes in perpetuity (or for the lease term, if
legal control is through a lease). Projects with federal monies may have differing
requirements.
Introduced, read and passed by an affirmative vote of the “Applicant” on this 23rd day of June, 2026.
Signature of Local Government Official
Pete Cain, Mayor
Typed Name and Title
ATTEST:
Signature
Carrie Land, City Secretary
Typed Name and Title
Item No. 7.d.
City Council Agenda
Staff Report
Meeting Date: 6/23/2026
Staff Contact: Joseph Cotton
AGENDA ITEM:
Conduct a Public Hearing and take testimony on the proposed levy of assessments on
property located within Improvement Area #1 of the Liberty Hills Public Improvement
District No. 2 pursuant to Chapter 372, Texas Local Government Code. (Director of
Public Works Joseph Cotton)
SUMMARY:
Conduct a public hearing and take testimony on the proposed levy of assessments on
property located within Improvement Area #1 of the Liberty Hills Public Improvement
District No. 2 pursuant to Chapter 372, Texas Local Government Code
FINANCIAL IMPACT:
There is no financial impact to the City related to this item.
BACKGROUND:
The item is the first step in today's process of ultimately authorizing the financial
advisors to sell bonds on the developer's behalf. Two additional items are required
during today's meeting to ultimately authorize the sale of bonds for Improvement Area
#1 of the Liberty Hills Public Improvement District No. 2.
STRATEGIC CONNECTIONS:
This item supports the City of Anna Strategic Plan, specifically advancing the strategic
outcome area: Unique.
Anna is designed to be unique as it transforms from a bedroom community to a
thriving city, with:
• Deliberate planning for the future
• A vision for innovative development and positive growth
• A variety of housing, jobs, and educational opportunities
ATTACHMENTS:
Item No. 7.e.
City Council Agenda
Staff Report
Meeting Date: 6/23/2026
Staff Contact: Joseph Cotton
AGENDA ITEM:
Consider/Discuss/Action on an Ordinance accepting and approving a Service and
Assessment Plan (SAP) and Assessment Roll for Improvement Area #1 of the Liberty
Hills Public Improvement District No. 2, making a finding of special benefit to such
property; Levying special assessments against property within Improvement Area #1 of
the District and establishing a Lien on such property; providing for the method of
assessment and the payment of the assessments in accordance with Chapter 372,
Texas Local Government Code. (Director of Public Works Joseph Cotton)
SUMMARY:
An Ordinance accepting and approving a Service and Assessment Plan (SAP) and
Assessment Roll for Improvement Area #1 of the Liberty Hills Public Improvement
District No. 2, making a finding of special benefit to such property; Levying special
assessments against property within Improvement Area #1 of the District and
establishing a Lien on such property; providing for the method of assessment and the
payment of the assessments in accordance with Chapter 372, Texas Local Government
Code.
FINANCIAL IMPACT:
This item has no direct financial impact to the city.
BACKGROUND:
The item is the next stage in the development and levying of PID bonds for
Improvement Area #1 of Liberty Hills Public Improvement District No. 2.
STRATEGIC CONNECTIONS:
This item supports the City of Anna Strategic Plan, specifically advancing the strategic
outcome area: Unique.
Anna is designed to be unique as it transforms from a bedroom community to a
thriving city, with:
• Deliberate planning for the future
• A vision for innovative development and positive growth
• A variety of housing, jobs, and educational opportunities
ATTACHMENTS:
1. Assessment Ordinance (LH PID No. 2) v2 - DRAFT
CERTIFICATE FOR ORDINANCE
THE STATE OF TEXAS
COLLIN COUNTY
CITY OF ANNA
We, the undersigned officers of the City of Anna, Texas (the “City”), hereby certify as follows:
1. The City Council (the “Council”) of the City convened in a regular meeting on June
23, 2026, at the regular designated meeting place, and the roll was called of the duly constituted
officers and members of the Council, to wit:
Pete Cain, Mayor Kevin Toten, Council Member
Elden Baker, Mayor Pro Tem Manny Singh, Council Member
Kelly Patterson-Herndon, Deputy Mayor Pro-Tem Jessica Walden, Council Member
Nathan Bryan, Council Member
Ronda Perez, City Manager
Carrie L. Land, City Secretary
and all of said persons were present, except , thus
constituting a quorum. Whereupon, among other business the following was transacted at said
meeting: a written Ordinance entitled
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF ANNA,
TEXAS ACCEPTING AND APPROVING A SERVICE AND ASSESSMENT
PLAN AND ASSESSMENT ROLL FOR IMPROVEMENT AREA #1 OF
THE LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2;
MAKING A FINDING OF SPECIAL BENEFIT TO THE PROPERTY IN
THE DISTRICT; LEVYING SPECIAL ASSESSMENTS AGAINST
PROPERTY WITHIN IMPROVEMENT AREA #1 OF THE DISTRICT
AND ESTABLISHING A LIEN ON SUCH PROPERTY; PROVIDING FOR
THE METHOD OF ASSESSMENT AND THE PAYMENT OF THE
ASSESSMENTS IN ACCORDANCE WITH CHAPTER 372, TEXAS
LOCAL GOVERNMENT CODE, AS AMENDED, PROVIDING
PENALTIES AND INTEREST ON DELINQUENT ASSESSMENTS,
PROVIDING FOR SEVERABILITY, AND PROVIDING AN EFFECTIVE
DATE.
was duly introduced for the consideration of the Council. It was then duly moved and seconded
that said Ordinance be passed; and, after due discussion, said motion, carrying with it the passage
of said Ordinance, prevailed and carried, with all members of the Council shown present above
voting “Aye,” except as noted below:
NAYS: ABSTENTIONS:
2
2. A true, full, and correct copy of the aforesaid Ordinance passed at the meeting
described in the above and foregoing paragraph is attached to and follows this Certificate; said
Ordinance has been duly recorded in the Council's minutes of said meeting; the above and
foregoing paragraph is a true, full, and correct excerpt from the Council's minutes of said meeting
pertaining to the passage of said Ordinance; the persons named in the above and foregoing
paragraph are the duly chosen, qualified, and acting officers and members of the Council as
indicated therein; that each of the officers and members of the Council was duly and sufficiently
notified officially and personally, in advance, of the time, place, and purpose of the aforesaid
meeting, and that said Ordinance would be introduced and considered for passage at said meeting,
and each of said officers and members consented, in advance, to the holding of said meeting for
such purpose; and that said meeting was open to the public, and public notice of the time, place,
and purpose of said meeting was given all as required by the Texas Government Code, Chapter
551.
3. The Council has approved and hereby approves the Ordinance; and the Mayor and
City Secretary hereby declare that their signing of this Certificate shall constitute the signing of
the attached and following copy of said Ordinance for all purposes.
SIGNED AND SEALED ON JUNE 23, 2026.
Carrie L. Lan , Cit Secretar Pete Cain, Ma o
(City Seal)
CITY OF ANNA
ORDINANCE NO. 1188-2026-06
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF ANNA, TEXAS
ACCEPTING AND APPROVING A SERVICE AND ASSESSMENT PLAN
AND ASSESSMENT ROLL FOR IMPROVEMENT AREA #1 OF THE
LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2; MAKING A
FINDING OF SPECIAL BENEFIT TO THE PROPERTY IN THE DISTRICT;
LEVYING SPECIAL ASSESSMENTS AGAINST PROPERTY WITHIN
IMPROVEMENT AREA #1 OF THE DISTRICT AND ESTABLISHING A
LIEN ON SUCH PROPERTY; PROVIDING FOR THE METHOD OF
ASSESSMENT AND THE PAYMENT OF THE ASSESSMENTS IN
ACCORDANCE WITH CHAPTER 372, TEXAS LOCAL GOVERNMENT
CODE, AS AMENDED, PROVIDING PENALTIES AND INTEREST ON
DELINQUENT ASSESSMENTS, PROVIDING FOR SEVERABILITY, AND
PROVIDING AN EFFECTIVE DATE.
WHEREAS, the governing body (the “City Council”) of the City of Anna, Texas (the
“City”) is authorized by the Public Improvement District Assessment Act, Chapter 372, Texas
Local Government Code, as amended (the “PID Act”) to create public improvement districts
within the City and the extraterritorial jurisdiction (“ETJ”) of the City; and
WHEREAS, on January 15, 2025, a petition (the “Petition”) was submitted and filed with
the City Secretary (the “City Secretary”) of the City meeting the requirements of the PID Act
requesting the creation of a public improvement district within the City; and
WHEREAS, the Petition contained the signatures of the owners of taxable property
representing more than fifty percent of the appraised value of taxable real property liable for
assessment within the District (defined below), as determined by the then current ad valorem tax
rolls of Collin Central Appraisal District and the signatures of the property owners who own
taxable real property that constitutes more than fifty percent of the area of all taxable property
within the District that is liable for assessment; and
WHEREAS, the City accepted the Petition and called a public hearing to consider the
creation of the District and directed the City Secretary to publish and mail notice of such hearing
as required by the PID Act; and
WHEREAS, on March 25, 2025, after due notice, the City Council held a public hearing
in the manner required by law on the advisability of the public improvements and services
described in the Petition as required by Section 372.009 of the PID Act and made the findings
required by Section 372.009(b) of the PID Act and, by Resolution No. 2025-03-1753 (the
“Authorization Resolution”) adopted by a majority of the members of the City Council, authorized
2
and created Liberty Hills Public Improvement District No. 2 (the “District”) in accordance with
its finding as to the advisability of the Authorized Improvements (defined below); and
WHEREAS, on March 31, 2025, the City filed the Authorization Resolution with the
Collin County Clerk as required by law, as recorded in the Real Property Records of Collin County,
Texas as Document No. 2025000037469; and
WHEREAS, no written protests regarding the creation of the District from any owners of
record of property within the District were filed with the City Secretary; and
WHEREAS, on May 26, 2026, the City Council adopted a resolution determining total
costs of certain authorized public improvements, approving a preliminary service and assessment
plan, including the Proposed Assessment Roll (as defined in said resolution), and directing the
publication and mailing of notice of a public hearing (the “Assessment Hearing”) to consider an
ordinance levying assessments on property within Improvement Area #1 of the District (the
“Assessments”); and
WHEREAS, the City Secretary filed the proposed Assessment Roll (defined below) and
made the same available for public inspection; and
WHEREAS, the City Secretary, pursuant to Section 372.016(c) of the PID Act, mailed the
notice of the Assessment Hearing to the last known address of the owners of the property liable
for the Assessments; and
WHEREAS, the City Secretary, pursuant to Section 372.016(b) of the PID Act, published
notice of the Assessment Hearing on June __, 2026 in the Celina Record, a newspaper of general
circulation in the City; and
WHEREAS, the City Council conducted the Assessment Hearing on June 23, 2026, at
which all persons who appeared, or requested to appear, in person or by their attorney, were given
the opportunity to contend for or contest the Assessment Roll, and the proposed Assessments, and
to offer testimony pertinent to any issue presented on the amount of the Assessments, the allocation
of the Actual Costs of the authorized public improvements to be undertaken for the benefit of
property within the District (the “Authorized Improvements”), the purposes of the Assessments,
the special benefits of the Assessments, and the penalties and interest on annual installments and
on delinquent annual installments of the Assessments; and
WHEREAS¸ the owners of 100% of the property subject to the proposed assessment
within the District (the “Landowners”) had actual knowledge of the Assessment Hearing to be
held on June 23, 2026, and support the creation of the District and the levy of the Assessments
against the property in accordance with the Service and Assessment Plan to finance the Authorized
Improvements for benefit of the property within the District; and
WHEREAS, the City Council finds and determines that the Assessment Roll and Liberty
Hills Public Improvement District No. 2 Service and Assessment Plan, dated June 23, 2026 (the
“Service and Assessment Plan”), attached as Exhibit A and incorporated as a part of this
3
Ordinance for all purposes, should be approved and that the Assessments should be levied as
provided in this Ordinance and the Service and Assessment Plan, including the Improvement Area
#1 Assessment Roll attached thereto as Exhibit F-1 (the “Improvement Area #1 Assessment
Roll”); and
WHEREAS, the City Council further finds that there were no objections or evidence
submitted to the City Secretary in opposition to the Service and Assessment Plan, the allocation
of the Actual Costs of the Authorized Improvements as described in the Service and Assessment
Plan, the Improvement Area #1 Assessment Roll, and the levy of the Assessments; and
WHEREAS, at the Assessment Hearing, the Landowners, or their representatives, who are
the persons to be assessed pursuant to this Ordinance, appeared in support of the levy of the
Assessments against their property located within the District; and
WHEREAS, the City Council closed the hearing, and, after considering all written and
documentary evidence presented at the hearing, including all written comments and statements
filed with the City, determined to proceed with the adoption of this Ordinance in conformity with
the requirements of the PID Act; and
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY
OF ANNA, TEXAS:
Section 1. Terms.
Terms not otherwise defined herein are defined in the Service and Assessment Plan.
Section 2. Findings.
The City Council hereby finds, determines, and ordains, as follows:
(a) The recitals set forth in the WHEREAS clauses of this Ordinance are true
and correct and are hereby incorporated by reference and made a part of this Ordinance for
all purposes as if the same were restated in full in this Section and constitute findings of
the City Council acting in its discretionary, legislative capacity;
(b) All actions of the City in connection with the creation and establishment of
the District and the approval of this Ordinance: (i) have been taken and performed in
compliance with the PID Act and all other applicable laws, policies, and procedures; (ii)
have been taken and performed in a regular, proper and valid manners; and (iii) are
approved and ratified;
(c) The apportionment of the Actual Costs of the Authorized Improvements,
including specifically the Improvement Area #1 Improvements (as reflected in the Service
and Assessment Plan, and the Annual Collection Costs pursuant to the Service and
4
Assessment Plan) is fair and reasonable, reflects an accurate presentation of the special
benefit each Parcel of Improvement Area #1 Assessed Property will receive from the
construction of the Authorized Improvements identified in the Service and Assessment
Plan, and is hereby approved;
(d) The Service and Assessment Plan covers a period of at least five years and
defines the annual indebtedness and projected costs for the Authorized Improvements;
(e) The Service and Assessment Plan apportions the Actual Costs of the
Authorized Improvements to be assessed against the Improvement Area #1 Assessed
Property in the District and such apportionment is made on the basis of special benefits
accruing to the Improvement Area #1 Assessed Property because of the Authorized
Improvements;
(f) All of the Improvement Area #1 Assessed Property being assessed in the
amounts shown on the Improvement Area #1 Assessment Roll will be benefited by the
Improvement Area #1 Improvements proposed to be constructed as described in the
Service and Assessment Plan, and each Parcel of Improvement Area #1 Assessed Property
will receive special benefits equal to or greater than the total amount assessed for the
Improvement Area #1 Projects;
(g) The method of apportionment of the Actual Costs of the Authorized
Improvements and Annual Collection Costs set forth in the Service and Assessment Plan
results in imposing equal shares of the Actual Costs of the Authorized Improvements and
Annual Collection Costs on property similarly benefited, and results in a reasonable
classification and formula for the apportionment of the Actual Costs;
(h) The Service and Assessment Plan has been prepared on behalf of, presented
to, and reviewed by the City Council and should be approved as the service plan and
assessment plan for the District for all purposes as described in Sections 372.013 and
372.014 of the PID Act;
(i) The Improvement Area #1 Assessment Roll should be approved as the
Assessment Roll for Improvement Area #1 of the District;
(j) The provisions of the Service and Assessment Plan relating to due and
delinquency dates for the Assessments, interest on Annual Installments, interest and
penalties on delinquent Assessments and delinquent Annual Installments, and procedures
in connection with the imposition and collection of Assessments should be approved and
will expedite collection of the Assessments in a timely manner in order to provide the
services and improvements needed and required for the area within the District; and
(k) A written notice of the date, hour, place and subject of this meeting of the
City Council was posted at a place convenient to the public for the time required by law
preceding this meeting, as required by the Open Meetings Act, Chapter 551, Texas
5
Government Code, as amended, and this meeting has been open to the public as required
by law at all times during which this Ordinance and the subject matter hereof has been
discussed, considered, and formally acted upon.
Section 3. Service and Assessment Plan.
The Service and Assessment Plan is hereby accepted and approved pursuant to Sections
372.013 and 372.014 of the PID Act as the service plan and the assessment plan relating to the
Authorized Improvements for the District. The Service and Assessment Plan shall be updated by
the City Council no less frequently than annually as required by the PID Act and more frequently
as may be required by the Service and Assessment Plan including upon the issuance of PID Bonds.
Section 4. Assessment Roll.
The Improvement Area #1 Assessment Roll is hereby accepted and approved pursuant to
Section 372.016 of the PID Act as the Assessment Roll for Improvement Area #1 of the District
for all purposes.
Section 5. Levy and Payment of Assessments for Costs of the Authorized
Improvements.
(a) The City Council hereby levies the Assessments on each Parcel of Assessed
Property located within Improvement Area #1 of the District, as shown and described in
the Service and Assessment Plan and the Improvement Area #1 Assessment Roll, in the
amounts shown in the Service and Assessment Plan as a special assessment as set forth in
the Improvement Area #1 Assessment Roll.
(b) The levy of the Assessments shall be effective on the date of adoption of
this Ordinance and strictly in accordance with the terms of the Service and Assessment
Plan and the PID Act.
(c) The collection of the Assessments shall be as described in the Service and
Assessment Plan and the PID Act.
(d) Each Assessment may be prepaid in whole or in part at any time without
penalty or may be paid in Annual Installments pursuant to the terms of the Service and
Assessment Plan.
(e) Each Assessment shall bear interest at the rate or rates specified in the
Service and Assessment Plan.
(f) Each Annual Installment shall be collected each year in the manner set forth
in the Service and Assessment Plan.
(g) The Annual Collection Costs for Assessed Property shall be calculated
pursuant to the terms of the Service and Assessment Plan.
6
Section 6. Method of Assessment.
The method of apportioning the Actual Costs of the Authorized Improvements and Annual
Collection Costs are set forth in the Service and Assessment Plan.
Section 7. Penalties and Interest on Delinquent Assessments.
Delinquent Assessments shall be subject to the penalties, interest, procedures, and
foreclosure sales set forth in the Service and Assessment Plan and as allowed by law.
Section 8. Prepayments of Assessments.
As provided in the Service and Assessment Plan, the owner of any Improvement Area #1
Assessed Property may prepay the Assessments levied by this Ordinance.
Section 9. Lien Priority.
The City Council and the Landowners intend for the obligations, covenants and burdens
on the Improvement Area #1 Assessed Property, including without limitation such Landowners’
obligations related to payment of the Assessments and the Annual Installments thereof, to
constitute covenants that shall run with the land. The Assessments and the Annual Installments
thereof which are levied hereby shall be binding upon the assessed parties, as the owners of
Improvement Area #1 Assessed Property, and their respective transferees, legal representatives,
heirs, devisees, successors and assigns, regardless of whether such owners are named, in the same
manner and for the same period as such parties would be personally liable for the payment of ad
valorem taxes under applicable law. Assessments shall have lien priority as specified in the
Service and Assessment Plan and the PID Act.
Section 10. Applicability of Tax Code.
To the extent not inconsistent with this Ordinance, and not inconsistent with the PID Act
or the other laws governing public improvement districts, the provisions of the Texas Tax Code,
as amended, shall be applicable to the imposition and collection of Assessments by the City.
Section 11. Filing in Land Records.
The City Secretary is directed to cause a copy of this Ordinance, including the Service and
Assessment Plan and the Improvement Area #1 Assessment Roll, to be recorded in the real
property records of Collin County, Texas. The City Secretary is further directed to similarly file
each Annual Service Plan Update approved by the City Council.
Section 12. Severability.
If any provision, section, subsection, sentence, clause, or phrase of this Ordinance, or the
application of same to any person or set of circumstances is for any reason held to be
unconstitutional, void, or invalid, the validity of the remaining portions of this Ordinance or the
7
application to other persons or sets of circumstances shall not be affected thereby, it being the
intent of the City Council that no portion hereof, or provision or regulation contained herein shall
become inoperative or fail by reason of any unconstitutionality, voidness, or invalidity of any other
portion hereof, and all provisions of this ordinance are declared to be severable for that purpose.
Section 13. Effective Date.
This Ordinance shall take effect, and the levy of the Assessments, and the provisions and
terms of the Service and Assessment Plan shall be and become effective upon passage hereof.
(Execution page follows.)
S-1
PASSED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF ANNA,
TEXAS, THIS 23rd DAY OF JUNE, 2026.
ATTEST:
_____________________________
Pete Cain, Mayor
____________________________
Carrie L. Land, City Secretary
STATE OF TEXAS §
§
COUNTY OF COLLIN §
This instrument was acknowledged before me on the ______ day of ______________,
2026 by Pete Cain, the Mayor, and Carrie Land, the City Secretary, of the City of Anna, Texas on
behalf of said City.
Notary Public, State of Texas
(SEAL)
A-1
EXHIBIT A
Service and Assessment Plan
LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2
SERVICE AND ASSESSMENT PLAN 1
AUSTIN, TX | NORTH RICHLAND HILLS, TX | HOUSTON, TX
Liberty Hills Public
Improvement District No. 2
SERVICE AND ASSESSMENT PLAN
JUNE 23, 2026
LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2
SERVICE AND ASSESSMENT PLAN 2
TABLE OF CONTENTS
Table of Contents .......................................................................................................................... 2
Introduction .................................................................................................................................. 3
Section I: Definitions ..................................................................................................................... 4
Section II: The District ................................................................................................................. 11
Section III: Authorized Improvements ......................................................................................... 11
Section IV: Service Plan ............................................................................................................... 13
Section V: Assessment Plan ......................................................................................................... 14
Section VI: Terms of the Assessments ......................................................................................... 17
Section VII: Assessment Roll ....................................................................................................... 23
Section VIII: Additional Provisions ............................................................................................... 24
Exhibits ........................................................................................................................................ 26
Appendices ................................................................................................................................. 27
Exhibit A-1 – Map of the District ................................................................................................. 28
Exhibit A-2 – Map of Improvement Area #1 ................................................................................ 29
Exhibit A-3 – Improvement Area #1 Lot Type Classification Map ................................................ 30
Exhibit B – Project Costs .............................................................................................................. 31
Exhibit C – Service Plan ............................................................................................................... 32
Exhibit D – Sources and Uses of Funds ........................................................................................ 33
Exhibit E – Maximum Assessment and Tax Rate Equivalent ........................................................ 34
Exhibit F-1 – Improvement Area #1 Assessment Roll .................................................................. 35
Exhibit F-2 –Improvement Area #1 Annual Installments ............................................................. 36
Exhibit G – Maps of Improvement Area #1 Improvements ......................................................... 37
Exhibit H – TIRZ No. 7 Annual Credit Amount by Lot Type .......................................................... 42
Exhibit I – Form of Notice of Assessment Termination ............................................................... 42
Exhibit J – Debt Service Schedule for Improvement Area #1 Bonds ............................................ 46
Exhibit K-1 – District Legal Description ........................................................................................ 47
Exhibit K-2 – Improvement Area #1 Legal Description ................................................................ 60
Appendix A – Engineer’s Report .................................................................................................. 70
Appendix B – Buyer Disclosures ................................................................................................ 126
LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2
SERVICE AND ASSESSMENT PLAN 3
INTRODUCTION
Capitalized terms used in this Service and Assessment Plan shall have the meanings given to them
in Section I unless otherwise defined in this Service and Assessment Plan or unless the context in
which a term is used clearly requires a different meaning. Unless otherwise defined, a reference
to a “Section,” an “Exhibit,” or an “Appendix” shall be a reference to a Section of this Service and
Assessment Plan or an Exhibit or Appendix attached to and made a part of this Service and
Assessment Plan for all purposes.
On December 9, 2025, the City Council passed and approved Resolution No. 2025-12-1868
authorizing the establishment of the District in accordance with the PID Act, which authorization
was effective upon approval in accordance with the PID Act. The purpose of the District is to
finance the Actual Costs of Authorized Improvements that confer a special benefit on
approximately 405.578 acres located within the corporate limits of the City, as described by the
legal description on Exhibit K-1 and depicted on Exhibit A-1.
The PID Act requires a service plan must (i) cover a period of at least five years; (ii) define the
annual indebtedness and projected cost of the Authorized Improvements; and (iii) include a copy
of the notice form required by Section 5.014 of the Texas Property Code, as amended. The
Service Plan is contained in Section IV and the notice form is attached as Appendix B.
The PID Act requires that the Service Plan include an Assessment Plan that assesses the Actual
Costs of the Authorized Improvements against the Assessed Property within the District based
on the special benefits conferred on such property by the Authorized Improvements. The
Assessment Plan is contained in Section V.
The PID Act requires an Assessment Roll that states the Assessment against each Parcel
determined by the method chosen by the City Council. The Assessment against each Parcel of
Assessed Property must be sufficient to pay the share of the Actual Costs of the Authorized
Improvements apportioned to such Parcel and cannot exceed the special benefit conferred on
the Parcel by such Authorized Improvements. The Improvement Area #1 Assessment Roll is
included as Exhibit F-1.
LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2
SERVICE AND ASSESSMENT PLAN 4
SECTION I: DEFINITIONS
“2026 Assessment Ordinance” means an ordinance approved and adopted by the City Council,
which levied the Improvement Area #1 Assessment against the Improvement Area #1 Assessed
Property and approved this Service and Assessment Plan.
“Actual Costs” mean, with respect to Authorized Improvements, the actual costs of constructing
or acquiring such Authorized Improvements, paid or incurred by or on behalf of the Developer,
(either directly or through affiliates), including: (1) the costs for the design, planning, financing,
administration/management, acquisition, installation, construction and/or implementation of
such Authorized Improvements; (2) the fees paid for obtaining permits, licenses, or other
governmental approvals for such Authorized Improvements; (3) the costs for external
professional services, such as engineering, geotechnical, surveying, land planning, architectural
landscapers, appraisals, legal, accounting, and similar professional services; (4) the costs for all
labor, bonds, and materials, including equipment and fixtures, owed to contractors, builders, and
materialmen engaged in connection with the acquisition, construction, or implementation of the
Authorized Improvements; (5) all related permitting and public approval expenses, architectural,
engineering, consulting, and other governmental fees and charges; and (6) costs to implement,
administer, and manage the above-described activities including, but not limited to, a
construction management fee equal to four percent (4%) of construction costs if managed by or
on behalf of the Developer.
“Additional Interest” means the amount collected by the application of the Additional Interest
Rate.
“Additional Interest Rate” means the up to 0.50% additional interest rate that may be charged
on Assessments securing PID Bonds pursuant to Section 372.018 of the PID Act.
“Administrator” means the City or independent firm designated by the City who shall have the
responsibilities provided in this Service and Assessment Plan, any Indenture, or any other
agreement or document approved by the City related to the duties and responsibilities of the
administration of the District. The initial Administrator is P3Works, LLC.
“Annual Collection Costs” mean the actual or budgeted costs and expenses related to the
operation of the District, including, but not limited to, costs and expenses for: (1) the
Administrator; (2) City staff; (3) legal counsel, engineers, accountants, financial advisors, and
other consultants engaged by the City; (4) calculating, collecting, and maintaining records with
respect to Assessments and Annual Installments; (5) preparing and maintaining records with
respect to Assessment Rolls and Annual Service Plan Updates; (6) paying and redeeming PID
LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2
SERVICE AND ASSESSMENT PLAN 5
Bonds; (7) investing or depositing Assessments and Annual Installments; (8) complying with this
Service and Assessment Plan, the PID Act, and any Indenture, with respect to the PID Bonds,
including the City’s continuing disclosure requirements; and (9) the paying agent/registrar and
Trustee in connection with PID Bonds, including their respective legal counsel. Annual Collection
Costs collected but not expended in any year shall be carried forward and applied to reduce
Annual Collection Costs for subsequent years.
“Annual Installment” means the annual installment payment of an Assessment as calculated by
the Administrator and approved by the City Council, that includes: (1) principal; (2) interest; (3)
Annual Collection Costs; and (4) Additional Interest related to the PID Bonds.
“Annual Service Plan Update” means an update to this Service and Assessment Plan prepared
no less frequently than annually by the Administrator and approved by the City Council.
“Assessed Property” means any Parcel within the District against which an Assessment is levied.
“Assessment” means an assessment levied against a Parcel of Assessed Property to pay the costs
of certain Authorized Improvements as specified herein, which Assessment is imposed pursuant
to an Assessment Ordinance and the provisions herein, as shown on an Assessment Roll, subject
to reallocation upon the subdivision of such Assessed Property or reduction according to the
provisions herein and in the PID Act.
“Assessment Ordinance” means an ordinance adopted by the City Council in accordance with
the PID Act that levies an Assessment on the Assessed Property, as shown on any Assessment
Roll.
“Assessment Plan” means the methodology employed to assess the Actual Costs of the
Authorized Improvements against the Assessed Property based on the special benefits conferred
on such property by the Authorized Improvements, more specifically set forth and described in
Section V.
“Assessment Roll” means any assessment roll for the Assessed Property, including the
Improvement Area #1 Assessment Roll, as updated, modified or amended from time to time in
accordance with the procedures set forth herein and in the PID Act, including in any Annual
Service Plan Update. The Improvement Area #1 Assessment Roll is included in this Service and
Assessment Plan as Exhibit F-1.
“Authorized Improvements” means the costs and improvements authorized by Section 372.003
of the PID Act, and described in Section III, as further depicted on Exhibit G.
“Bond Issuance Costs” means the costs associated with issuing PID Bonds, including, but not
limited to, attorney fees, financial advisory fees, consultant fees, initial trustee fee, appraisal fees,
LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2
SERVICE AND ASSESSMENT PLAN 6
printing costs, publication costs, capitalized interest, reserve fund requirements, underwriter’s
discount (including the fee of counsel to the underwriter), fees charged by the Texas Attorney
General, and any other cost or expense incurred by the City directly associated with the issuance
of any series of PID Bonds.
“City” means the City of Anna, Texas.
“City Council” means the governing body of the City.
“County” means Collin County, Texas.
“Delinquent Collection Costs” mean costs related to the foreclosure on Assessed Property and
the costs of collection of delinquent Assessments, delinquent Annual Installments, or any other
delinquent amounts due under this Service and Assessment Plan, including penalties and
reasonable attorney’s fees actually paid, but excluding amounts representing interest and
penalty interest.
“Developer” means collectively VC Liberty Hills, LLC and any successors or assigns thereof that
intends to develop the property in the District for the ultimate purpose of transferring title to
end users.
“District” means the Liberty Hills Public Improvement No. 2 containing approximately 405.578
acres currently located within the corporate limits of the City, and more specifically described in
Exhibit K-1 and depicted on Exhibit A-1.
“District Formation Costs” means the costs associated with forming the District, including, but
not limited to, attorney fees, engineering costs, and any other cost or expense incurred by the
City or Developer directly associated with the establishment of the District.
“Engineer’s Report” means the report provided by a licensed professional engineer that
describes the Authorized Improvements, including their costs, location, and benefit, and is
attached hereto as Appendix A.
“Estimated Buildout Value” means the estimated value of an Assessed Property with fully
constructed buildings, as provided by the Developer and confirmed by the City Council, by
considering such factors as density, lot size, proximity to amenities, view premiums, location,
market conditions, historical sales, builder contracts, discussions with homebuilders, reports
from third party consultants, or any other factors that, in the judgment of the City, may impact
value. The Estimated Buildout Value for each Lot Type in Improvement Area #1 is shown on
Exhibit E.
LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2
SERVICE AND ASSESSMENT PLAN 7
“Improvement Area #1” means approximately 97.285 acres located within the District, as more
specifically described in Exhibit K-2 and depicted on Exhibit A-2.
“Improvement Area #1 Annual Installment” means the Annual Installment of the Improvement
Area #1 Assessment as calculated by the Administrator and approved by the City Council, that
includes: (1) principal; (2) interest; (3) Annual Collection Costs related to Improvement Area #1;
and (4) Additional Interest related to the Improvement Area #1 Bonds, as shown on Exhibit F-2,
which amount may be reduced by the TIRZ No. 7 Annual Credit Amount.
“Improvement Area #1 Assessed Property” means any Parcel within Improvement Area #1
against which an Improvement Area #1 Assessment is levied.
“Improvement Area #1 Assessment” means an Assessment levied by the adoption of the 2026
Assessment Ordinance against the Improvement Area #1 Assessed Property to pay for the Actual
Costs of the Improvement Area #1 Authorized Improvements, and imposed pursuant to the 2026
Assessment Ordinance and the provisions herein, as shown on the Improvement Area #1
Assessment Roll, subject to reallocation or reduction pursuant to the provisions set forth in
Section VI herein and in the PID Act.
“Improvement Area #1 Assessment Roll” means the Assessment Roll for the Improvement Area
#1 Assessed Property, as updated, modified, or amended from time to time in accordance with
the procedures set forth herein and in the PID Act, including any updates prepared in connection
with the issuance of PID Bonds or any Annual Service Plan Updates. The Improvement Area #1
Assessment Roll is included in this Service and Assessment Plan as Exhibit F-1.
“Improvement Area #1 Authorized Improvements” means collectively, (1) the Improvement
Area #1 Improvements; (2) the first year’s Annual Collection Costs related to the Improvement
Area #1 Bonds; and (3) Bond Issuance Costs incurred in connection with the issuance of
Improvement Area #1 Bonds.
“Improvement Area #1 Bonds” means those certain “City of Anna, Texas, Special Assessment
Revenue Bonds, Series 2026 (Liberty Hills Public Improvement No. 2 Improvement Area #1
Project)” that are secured primarily by the Improvement Area #1 Assessments.
“Improvement Area #1 Improvements” means the Authorized Improvements which only benefit
the Improvement Area #1 Assessed Property, as further described in Section III.A and depicted
on Exhibit G.
“Improvement Area #1 Initial Parcels” means all of the Improvement Area #1 Assessed Property
against which the entire Improvement Area #1 Assessment was levied by the adoption of the
2026 Assessment Ordinance, as shown on Exhibit F-1.
LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2
SERVICE AND ASSESSMENT PLAN 8
“Improvement Area #1 Major Improvements” means the portion of the Major Improvements to
be completed concurrently with the completion of Lots in Improvement Area #1.
“Indenture” means an Indenture of Trust entered into between the City and the Trustee in
connection with the issuance of each series of PID Bonds, as amended from time to time, setting
forth the terms and conditions related to a series of PID Bonds.
“Lot” means (1) for any portion of the District for which a final subdivision plat has been recorded
in the plat or official public records of the County, a tract of land described by “lot” in such
subdivision plat; and (2) for any portion of the District for which a subdivision plat has not been
recorded in the plat or official public records of the County, a tract of land anticipated to be
described as a “lot” in a final recorded subdivision plat as shown on a concept plan or a
preliminary plat. A “Lot” shall not include real property owned by a government entity, even if
such property is designated as a separate described tract or lot on a recorded subdivision plat.
“Lot Type” means a classification of final building Lots with similar characteristics (e.g. lot size,
home product, Estimated Buildout Value, etc.), as determined at the time of levying the
applicable Assessment and confirmed by the City Council. In the case of single-family residential
Lots, the Lot Type shall be further defined by classifying the residential Lots by the Estimated
Buildout Value of the Lot as provided by the Developer, and confirmed by the City Council, as
shown on Exhibit E.
“Lot Type 1” means a Lot Type within Improvement Area #1 generally marketed to homebuilders
as a 40’ Lot. The buyer disclosure for Lot Type 1 is attached hereto as part of Appendix B.
“Lot Type 2” means a Lot Type within Improvement Area #1 generally marketed to homebuilders
as a 50’ Lot. The buyer disclosure for Lot Type 2 is attached hereto as part of Appendix B.
“Lot Type 3” means a Lot Type within Improvement Area #1 generally marketed to homebuilders
as a 60’ Lot. The buyer disclosure for Lot Type 3 is attached hereto as part of Appendix B.
“Lot Type 4” means a Lot Type within Improvement Area #1 generally marketed to homebuilders
as a 70’ Lot. The buyer disclosure for Lot Type 4 is attached hereto as part of Appendix B.
“Major Improvements” means those Authorized Improvements that confer a special benefit to
all of the Assessed Property and Remainder Area within the District.
“Maximum Assessment” means, for each Lot, an Assessment equal to the lesser of (1) the
amount calculated pursuant to Section VI.A, or (2) for each Lot Type, the amount shown on
Exhibit E.
LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2
SERVICE AND ASSESSMENT PLAN 9
“Non-Benefited Property” means Parcels within the boundaries of the District that accrue no
special benefit from the Authorized Improvements as determined by the City Council.
“Notice of Assessment Termination” means a document that shall be recorded in the official
public records of the County evidencing the termination of an Assessment, a form of which is
attached as Exhibit I.
“Parcel” or “Parcels” means a specific property within the District identified by either a tax parcel
identification number assigned by the Collin Central Appraisal District for real property tax
purposes, by legal description, or by lot and block number in a final subdivision plat recorded in
the official public records of the County, or by any other means determined by the City.
“PID Act” means Chapter 372, Texas Local Government Code, as amended.
“PID Bonds” means any bonds issued by the City in one or more series and secured in whole or
in part by Assessments.
“Prepayment” means the payment of all or a portion of an Assessment before the due date of
the final Annual Installment thereof. 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 the payment
of the regularly scheduled Annual Installment.
“Prepayment Costs” means interest, including Additional Interest and Annual Collection Costs,
to the date of Prepayment.
“Private Improvements” means improvements required to be constructed, or caused to be
constructed, by the Developer that are not Authorized Improvements. Costs of the Private
Improvements will not be paid nor reimbursed from the proceeds of PID Bonds or otherwise from
revenues received from the collection of Annual Installments.
“Remainder Area” means the entirety of the District, as described in Exhibit K-1 and depicted on
Exhibit A-1, save and except Improvement Area #1 as described in Exhibit K-2 and depicted on
Exhibit A-2.
“Service and Assessment Plan” means this Liberty Hills Public Improvement No. 2 Service and
Assessment Plan as updated, amended, or supplemented from time to time.
“Service Plan” means the plan described in Section IV which covers a period of at least five years
and defines the annual indebtedness and projected costs of the Authorized Improvements.
"TIRZ No. 7" means the Reinvestment Zone Number Seven, City of Anna, Texas.
LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2
SERVICE AND ASSESSMENT PLAN 10
"TIRZ No. 7 Annual Credit Amount" means, for each Lot Type, the amount calculated pursuant
to Section V.F, which amount shall not annually exceed the TIRZ No. 7 Maximum Annual Credit
Amount, and which shall be transferred from the TIRZ No. 7 Fund to the applicable pledged
revenue fund and used to pay a portion of principal and interest related to the PID Bonds, but
which shall not be pledged to secure the PID Bonds.
"TIRZ No. 7 Fund" means the tax increment fund created pursuant to the TIRZ No. 7 Ordinance
where TIRZ No. 7 Revenues are deposited annually.
“TIRZ No. 7 Maximum Annual Credit Amount” means for each Lot Type, the amount of TIRZ No.
7 Revenues that results in an equivalent tax rate less than or equal to $0.9940 per $100 of
assessed value for such Lot Type taking into consideration the equivalent tax rate of the
applicable Annual Installment based on Estimated Buildout Value at the time the City Council
approves the applicable Assessment Ordinance levying the applicable Assessment for the
applicable Improvement Area, as further described in Section V.F and shown on Exhibit H.
"TIRZ No. 7 Ordinance" means Ordinance No. ______________ adopted by the City Council
approving the TIRZ No. 7 Plan and authorizing the use of TIRZ No. 7 Revenues for project costs
under the Chapter 311, Texas Tax Code as amended, and related to certain public improvements
as provided for in the TIRZ No. 7 Plan.
"TIRZ No. 7 Plan" means the Reinvestment Zone Number Seven, City of Anna, Texas Project and
Finance Final Plan.
"TIRZ No. 7 Revenues" mean, for each year, the amounts which are deposited in the TIRZ No. 7
Fund pursuant to the TIRZ No. 7 Ordinance and TIRZ No. 7 Project Plan.
“Trustee” means the trustee or successor trustee under an Indenture.
LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2
SERVICE AND ASSESSMENT PLAN 11
SECTION II: THE DISTRICT
The District includes approximately 405.578 contiguous acres located within the corporate limits
of the City, the boundaries of which are more particularly described on Exhibit K-1 and depicted
on Exhibit A-1. Development of the District is anticipated to include approximately 1,413 Lots
developed with single-family homes.
Improvement Area #1 includes approximately 97.285 contiguous acres located within the
corporate limits of the City, the boundaries of which are more particularly described on Exhibit
K-2 and depicted on Exhibit A-2. Development of Improvement Area #1 is anticipated to include
approximately 244 Lots developed with single-family homes (39 single-family homes that are on
Lots classified as Lot Type 1, 125 single-family homes that are on Lots classified as Lot Type 2, 77
single-family homes that are on Lots classified as Lot Type 3, and 3 single-family homes that are
on Lots classified as Lot Type 4.).
SECTION III: AUTHORIZED IMPROVEMENTS
Based on information in the Engineer’s Report provided by the Developer and its engineers and
reviewed by the City staff and by third-party consultants retained by the City, the City has
determined that the Authorized Improvements confer a special benefit on the Assessed Property.
Authorized Improvements will be designed and constructed in accordance with the City’s
standards, regulations, requirements, and specifications and will be owned and operated by the
City. The budget for the Authorized Improvements is shown on Exhibit B.
A. Improvement Area #1 Improvements
Streets
Street improvements consist of residential streets, collector streets, and a divided
collector street which provide a benefit to Improvement Area #1 and include subgrade
stabilization, concrete and reinforcing steel or roadways, testing, handicapped ramps,
sidewalks, barricades, platting, staking, streetlights, related signage, lighting, excavation,
embankment, erosion controls, and re-vegetation of all disturbed areas within the right-
of-way.
Water
Water improvements consist of 8” PVC. Improvements include trench excavation and
embedment, trench safety, PVC piping, PVC encasement, valves, fire hydrants, service
connections, testing, related earthwork, excavation, erosion control, and all necessary
LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2
SERVICE AND ASSESSMENT PLAN 12
appurtenances required to provide water service to all Lots within Improvement Area #1.
Sewer
Sewer improvements consist of 8” and 12” PVC. Improvements include trench excavation
and embedment, trench safety, PVC piping, cleanouts, manholes, service connections,
testing, related earthwork, excavation, erosion control, and all necessary appurtenances
required to provided wastewater service to all Lots within Improvement Area #1.
Drainage
Drainage improvements include curb and drop inlets, RCP piping and RCB culverts,
manholes, headwalls, concrete flumes, rock rip rap, retention pond, 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 #1.
Right of Way Acquisition
Includes right-of-way required to provide street improvements for all Lots within
Improvement Area #1.
District Formation Costs
Costs associated with forming the District, including, but not limited to, attorney fees,
engineering fees, and any other cost or expense incurred by the City or the Developer
directly associated with the establishment of the District.
Soft Costs
Costs related to designing, constructing, and installing the Improvement Area #1
Improvements including land planning and design, City fees, engineering, soil testing,
survey, construction management, contingency, legal fees, appraisal fees, and consultant
fees.
B. Bond Issuance Costs
Debt Service Reserve Fund
Equals the amount to be deposited in a debt service reserve fund under an applicable
Indenture in connection with the issuance of PID Bonds.
Capitalized Interest
Equals the amount required to be deposited for the purpose of paying capitalized interest
on a series of PID Bonds under an applicable Indenture in connection with the issuance of
LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2
SERVICE AND ASSESSMENT PLAN 13
such PID Bonds.
Underwriter’s Discount
Equals a percentage of the par amount of a particular series of PID Bonds related to the
costs of underwriting such PID Bonds, including the fee of counsel to the underwriter.
Cost of Issuance
Includes costs of issuing a particular series of PID Bonds, including but not limited to issuer
fees, attorney’s fees, financial advisory fees, consultant fees, appraisal fees, printing
costs, publication costs, City’s costs, fees charged by the Texas Attorney General, and any
other cost or expense directly associated with the issuance of PID Bonds.
C. Other Costs
Deposit to Administrative Fund
Equals the amount necessary to fund the first year’s Annual Collection Costs for a
particular series of PID Bonds.
SECTION IV: SERVICE PLAN
The PID Act requires the Service Plan to cover a period of at least five years. The Service Plan is
required to define the annual projected costs and indebtedness for the Authorized
Improvements undertaken within the District during the five-year period. The Service Plan is also
required to include a copy of the buyer disclosure notice form required by Section 5.014 of the
Texas Property Code, as amended. The Service Plan must be reviewed and updated in each
Annual Service Plan Update. Exhibit C summarizes the initial Service Plan for Improvement Area
#1. Per the PID Act and Section 5.014 of the Texas Property Code, as amended, this Service and
Assessment Plan, and any future Annual Service Plan Updates, shall include a form of the buyer
disclosure for the District. The buyer disclosures are attached hereto as Appendix B.
Exhibit D summarizes the sources and uses of funds required to construct the Authorized
Improvements and Private Improvements. The sources and uses of funds shown on Exhibit D
shall be updated in an Annual Service Plan Update.
LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2
SERVICE AND ASSESSMENT PLAN 14
SECTION V: ASSESSMENT PLAN
The PID Act allows the City Council to apportion the costs of the Authorized Improvements to the
Assessed Property based on the special benefit received from the Authorized Improvements. The
PID Act provides that such costs may be apportioned: (1) equally per front foot or square foot;
(2) according to the value of property as determined by the City Council, with or without regard
to improvements constructed on the property; or (3) in any other manner approved by the City
Council that results in imposing equal shares of such costs on property similarly benefited. The
PID Act further provides that the City Council may establish by ordinance or order reasonable
classifications and formulas for the apportionment of the cost between the City and the area to
be assessed and the methods of assessing the special benefits for various classes of
improvements.
This section of this Service and Assessment Plan describes the special benefit received by each
Parcel within the District as a result of the Authorized Improvements and provides the basis and
justification for the determination that this special benefit equals or exceeds the amount of the
Assessments levied on the Assessed Property for such Authorized Improvements.
The determination by the City Council of the assessment methodologies set forth below 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 of the Assessed Property.
A. Assessment Methodology
Acting in its legislative capacity and based on information provided by the Developer and its
engineers and reviewed by the City staff and by third-party consultants retained by the City, the
City Council has determined that the costs of the Authorized Improvements shall be allocated
entirely to the Initial Parcels. Upon subdivision of an Assessed Property, the Actual Costs of the
Authorized Improvements shall be reallocated based on Estimated Buildout Value as further
described in Section VI. The costs related to the Authorized Improvements shall be allocated as
follows:
At the time of adoption of the 2026 Assessment Ordinance, the costs of the Improvement
Area #1 Major Improvements were determined to be funded from other sources such as
impact fees and private funding. The portion of Major Improvements to be constructed
in the future and benefiting the Remainder Area (or individual distinct portions thereof
to be developed) is expected to be funded from impact fees and private funding but may
be assessed at a later date as provided in an amendment to this Service and Assessment
LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2
SERVICE AND ASSESSMENT PLAN 15
Plan
By the adoption of the 2026 Assessment Ordinance, the costs of the Improvement Area
#1 Authorized Improvements are allocated to the Improvement Area #1 Initial Parcels
based on the ratio of the acreage of each such Parcel to the total acreage of all
Improvement Area #1 Assessed Property.
B. Assessments
By the adoption of the 2026 Assessment Ordinance, the Improvement Area #1 Assessments are
levied on the Improvement Area #1 Assessed Property in the amount shown on the Improvement
Area #1 Assessment Roll, attached hereto as Exhibit F-1. The projected Improvement Area #1
Annual Installments are shown on Exhibit F-2, subject to revisions made during any Annual
Service Plan Update. Upon division or subdivision of the Improvement Area #1 Initial Parcels, the
Improvement Area #1 Assessments will be reallocated pursuant to Section VI.
The Maximum Assessment for each Lot Type is shown on Exhibit E. In no case will the Assessment
for Lots classified as Lot Type 1, Lot Type 2, Lot Type 3 or Lot Type 4, respectively, exceed the
corresponding Maximum Assessment for each Lot Type classification.
C. Findings of Special Benefit
Acting in its legislative capacity and based on information provided by the Developer and its
engineers and reviewed by the City staff and by third-party consultants retained by the City, the
City Council has found and determined the following:
Improvement Area #1
The costs of the Improvement Area #1 Authorized Improvements equal
$19,041,046 as shown on Exhibit C;
The Improvement Area #1 Assessed Property receives special benefit from the
Improvement Area #1 Authorized Improvements equal to or greater than the
Actual Cost of the Improvement Area #1 Authorized Improvements;
By the adoption of the 2026 Assessment Ordinance, the Improvement Area #1
Initial Parcels are allocated 100% of the Improvement Area #1 Assessment levied
for the Improvement Area #1 Authorized Improvements, as described in Section
V.A., which equals $18,659,000 as shown on the Improvement Area #1
Assessment Roll attached hereto as Exhibit F-1;
The special benefit ($19,041,046) received by the Improvement Area #1 Initial
Parcels from the Improvement Area #1 Authorized Improvements is equal to or
LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2
SERVICE AND ASSESSMENT PLAN 16
greater than the amount of the Improvement Area #1 Assessment ($18,659,000)
levied on the Improvement Area #1 Initial Parcels for the Improvement Area #1
Authorized Improvements; and
At the time the City Council adopted the 2026 Assessment Ordinance, the
Developer owned 100% of the Improvement Area #1 Initial Parcels. The Developer
acknowledged that the Improvement Area #1 Authorized Improvements confer a
special benefit on the Improvement Area #1 Initial Parcels and consented to the
imposition of the Improvement Area #1 Assessment to pay for the Actual Costs
associated therewith. The Developer ratified, confirmed, accepted, agreed to, and
approved: (1) the determinations and findings by the City Council as to the special
benefits described herein and the 2026 Assessment Ordinance; (2) the Service and
Assessment Plan and the 2026 Assessment Ordinance; and (3) the levying of the
Improvement Area #1 Assessment on the Improvement Area #1 Initial Parcels.
D. Annual Collection Costs
The Annual Collection Costs shall be paid annually by the owner of each Parcel of Assessed
Property pro rata based on the ratio of the amount of outstanding Assessment remaining on such
Parcel to the total outstanding Assessment. The Annual Collection Costs shall be collected as part
of and in the same manner as Annual Installments in the amounts shown on the respective
Assessment Roll, which may be revised based on Actual Costs incurred in Annual Service Plan
Updates.
E. Additional Interest
The interest rate on Assessments securing each respective series of PID Bonds may exceed the
interest rate on each respective series of PID Bonds by the Additional Interest Rate. To the extent
required by any Indenture, Additional Interest shall be collected as part of each Annual
Installment related to a series of PID Bonds and shall be deposited pursuant to the applicable
Indenture.
F. TIRZ No. 7 Annual Credit Amount
The City Council, in accordance with the TIRZ No. 7 Plan, has agreed to use a portion of TIRZ No.
7 Revenues generated on a parcel-by-parcel basis from each Assessed Property to offset a portion
of the principal and interest of such property’s applicable Assessment.
1. The principal and interest portion of the Improvement Area #1 Annual Installment for an
Assessed Property shall receive a TIRZ No. 7 Annual Credit Amount equal to the TIRZ No. 7
Revenue generated by the Assessed Property for the previous Tax Year (e.g. TIRZ No. 7
LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2
SERVICE AND ASSESSMENT PLAN 17
Revenue collected from the Assessed Property for Tax Year 2026 shall be applied as the TIRZ
No. 7 Annual Credit Amount applicable to the Assessed Property’s Improvement Area #1
Annual Installment to be collected in Tax Year 2027), but in no event shall the TIRZ No. 7
Annual Credit Amount exceed the TIRZ No. 7 Maximum Annual Credit Amount as shown on
Exhibit H for each Assessed Property.
2. The TIRZ No. 7 Maximum Annual Credit Amount available to reduce the principal and interest
portion of the Improvement Area #1 Annual Installment for an Assessed Property is
calculated for each Lot Type, as shown on Exhibit H. The amount of TIRZ No. 7 Annual Credit
Amount is calculated such that it results in an equivalent tax rate less than or equal to $0.9940
per $100 of assessed value for such Lot Type taking into consideration the equivalent tax rate
of the applicable Annual Installment based on Estimated Buildout Value at the time the City
Council approves the applicable Assessment Ordinance levying the applicable Assessment for
each Improvement Area
3. After the TIRZ No. 7 Annual Credit Amount is applied to provide a credit towards the principal
and interest portion of the Improvement Area #1 Annual Installment for the Assessed Property,
any excess TIRZ No. 7 Revenues available from the TIRZ No. 7 Fund shall be used as described in
the TIRZ No. 7 Plan.
SECTION VI: TERMS OF THE ASSESSMENTS
Any reallocation of Assessments as described in this Section VI shall be considered an
administrative action of the City and will not be subject to the notice or public hearing
requirements under the PID Act.
A. Reallocation of Assessments
1. Upon Division Prior to Recording of Subdivision Plat
Upon the division of any Assessed Property (without the recording of a 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
LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2
SERVICE AND ASSESSMENT PLAN 18
D = the sum of the Estimated Buildout Value for all of the newly divided Assessed
Properties
The calculation of the Assessment of an Assessed Property shall be performed by the
Administrator and shall be based on the Estimated Buildout Value of that Assessed
Property, as provided by the Developer, relying on information from homebuilders,
market studies, appraisals, official public records of the County, and any other relevant
information regarding the Assessed Property. The Estimated Buildout Values for Lot Type
1, Lot Type 2, Lot Type 3, and Lot Type 4 are shown on Exhibit E and will not change in
future Annual Service Plan Updates but Exhibit E may be updated in future Annual Service
Plan Updates to account for additional Lot Types. The calculation as confirmed by the City
Council shall be conclusive and binding.
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 Annual Service Plan Update immediately following such reallocation.
2. 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 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 Buildout Value of all newly subdivided Lots with the
same Lot Type
D = the sum of the Estimated Buildout Value for all of the newly subdivided Lots
excluding Non-Benefited Property
E= the number of newly subdivided Lots with the same Lot Type
Prior to the recording of a subdivision plat, the Developer shall provide the City an
Estimated Buildout Value as of the date of the recorded subdivision plat for each Lot
LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2
SERVICE AND ASSESSMENT PLAN 19
created by the recorded subdivision plat. The calculation of the Assessment for a Lot shall
be performed by the Administrator and confirmed by the City Council based on Estimated
Buildout Value information provided by the Developer, homebuilders, third party
consultants, and/or the official public records of the County regarding the Lot. The
Estimated Buildout Values for Lot Type 1, Lot Type 2, Lot Type 3 and Lot Type 4 are shown
on Exhibit H and will not change in future Annual Service Plan Updates. The calculation
as confirmed by the City Council shall be conclusive and binding.
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 Annual Service Plan Update immediately following such
reallocation.
3. Upon Consolidation
If two or more Lots or Parcels are consolidated into a single Lot or Parcel, the
Administrator shall allocate the Assessments against the Lots or Parcels before the
consolidation to the consolidated Lot or Parcel, which allocation shall be approved by the
City Council in the next Annual Service Plan Update immediately following such
consolidation. The Assessment for any resulting Lot may not exceed the Maximum
Assessment for the applicable Lot Type and compliance may require a mandatory
Prepayment of Assessments pursuant to Section VI.C.
B. Mandatory Prepayment of Assessments
If an Assessed Property or a portion thereof is conveyed to a party that is exempt from payment
of the Assessment under applicable law, or the owner causes a Lot, Parcel or portion thereof to
become Non-Benefited Property, the owner of such Lot, Parcel or portion thereof shall pay to
the City, or cause to be paid to the City, the full amount of the Assessment, plus all Prepayment
Costs and Delinquent Collection Costs for such Assessed Property, prior to any such conveyance
or act, and no such conveyance shall be effective until the City receives such payment. Following
payment of the foregoing costs in full, the City shall provide the owner with a recordable “Notice
of Assessment Termination,” a form of which is attached hereto as Exhibit I.
C. 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 to exceed the Maximum Assessment. If
LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2
SERVICE AND ASSESSMENT PLAN 20
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. At no time shall the
aggregate Assessments for any Lot exceed the Maximum Assessment.
D. Reduction of Assessments
If as a result of cost savings or the failure to construct all or a portion of an Authorized
Improvement the Actual Costs of any Authorized Improvements are less than the Assessments,
then (i) in the event PID Bonds have not been issued for the purpose of financing Authorized
Improvements affected by such reduction in Actual Costs, the City Council shall reduce each
Assessment on a pro rata basis such that the sum of the resulting reduced Assessments for all
Assessed Property equals the reduced Actual Costs that were expended, or (ii) in the event that
PID Bonds have been issued for the purpose of financing Authorized Improvements affected by
such reduction in Actual Costs, the Trustee shall apply amounts on deposit in the applicable
account of the project fund created under the Indenture relating to such series of PID Bonds that
are not expected to be used for the purposes of the project fund as directed by the City pursuant
to the terms of such Indenture. Such excess PID Bond proceeds may be used for any purpose
authorized by such Indenture. The Assessments shall never be reduced to an amount less than
the amount required to pay all outstanding debt service requirements on all outstanding PID
Bonds.
The Administrator shall update (and submit to the City Council for review and approval as part of
the next Annual Service Plan Update) the Assessment Roll and corresponding Annual Installments
to reflect the reduced Assessments.
E. Prepayment of Assessments
The owner of any Assessed Property may, at any time, pay all or any part of an Assessment in
accordance with the PID Act. Prepayment Costs, if any, may be paid from a reserve established
under the applicable Indenture. If an Annual Installment has been billed, or the Annual Service
Plan Update has been approved by the City Council prior to the Prepayment, the Annual
Installment shall be due and payable and shall be credited against the Prepayment.
If an Assessment on an Assessed Property is prepaid in full, with Prepayment Costs, (1) the
Administrator shall cause the Assessment to be reduced to zero on said Assessed Property and
LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2
SERVICE AND ASSESSMENT PLAN 21
the Assessment Roll to be revised accordingly; (2) the Administrator shall prepare the revised
Assessment Roll and submit such revised Assessment Roll to the City Council for review and
approval as part of the next Annual Service Plan Update; (3) the obligation to pay the Assessment
and corresponding Annual Installments shall terminate with respect to said Assessed Property;
and (4) the City shall provide the owner with a recordable "Notice of Assessment Termination.”
If an Assessment on an Assessed Property is prepaid in part with Prepayment Costs: (1) the
Administrator shall cause the Assessment to be reduced on said Assessed Property and the
Assessment Roll revised accordingly; (2) the Administrator shall prepare the revised Assessment
Roll and submit such revised Assessment Roll to the City Council for review and approval as part
of the next Annual Service Plan Update; and (3) the obligation to pay the Assessment will be
reduced to the extent of the Prepayment made.
F. Payment of Assessment in Annual Installments
Assessments that are not paid in full shall be due and payable in Annual Installments. Exhibit F-2
shows the estimated Improvement Area #1 Annual Installments. Annual Installments are subject
to adjustment in each Annual Service Plan Update.
Prior to the recording of a final subdivision plat, if any Parcel shown on the Assessment Roll is
assigned multiple tax parcel identification numbers for billing and collection purposes, the Annual
Installment shall be allocated pro rata based on the acreage of the Parcel not including any Non-
Benefited Property, as shown by the Collin Central Appraisal District for each tax parcel
identification number.
The Administrator shall prepare and submit to the City Council for its review and approval 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 updated calculations of
Annual Installments. The Annual Collection Costs for a given Assessment shall be paid by the
owner of each Parcel pro rata based on the ratio of the amount of outstanding Assessment
remaining on the Parcel to the total outstanding Assessment. Annual Installments shall be
reduced by any credits applied under an applicable Indenture, such as capitalized interest,
interest earnings on account balances, and any other funds available to the Trustee for such
purposes. Annual Installments shall be collected by the City in the same manner and at the same
time as ad valorem taxes. Annual Installments shall be subject to the penalties, procedures, and
foreclosure sale in case of delinquencies as set forth in the PID Act and in the same manner as ad
valorem taxes due and owing to the City. To the extent permitted by the PID Act or other
applicable law, the City Council may provide for other means of collecting Annual Installments,
but in no case shall the City take any action, or fail to take any action, that would cause it to be
in default under any Indenture. Assessments shall have the lien priority specified in the PID Act.
LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2
SERVICE AND ASSESSMENT PLAN 22
Sales of the Assessed Property for nonpayment of Annual Installments shall be subject to the lien
for the remaining unpaid Annual Installments against the Assessed Property, and the Assessed
Property may again be sold at a judicial foreclosure sale if the purchaser fails to timely pay any of
the remaining unpaid Annual Installments as they become due and payable.
The City reserves the right to refund PID Bonds in accordance with applicable law, including the
PID Act. In the event of a refunding, the Administrator shall recalculate, or cause to be
recalculated, the principal and interest of the Annual Installments so that total Annual
Installments will be sufficient to pay the refunding bonds, and the refunding bonds shall
constitute “PID Bonds.”
Each Annual Installment of an Assessment, including interest on the unpaid principal of the
Assessment, shall be updated annually. Each Annual Installment shall be due when billed and
shall be delinquent if not paid prior to February 1 of the following year.
Failure of an owner of an Assessed Property to receive an invoice for an Annual Installment shall
not relieve said owner of the responsibility for payment of the Assessment. Assessments, or
Annual Installments thereof, that are delinquent shall incur Delinquent Collection Costs.
G. 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 of the Remaining Property will remain liable to pay, pursuant to the terms of
this Service and Assessment Plan, as updated, and the PID Act, the Assessment that remains due
on the Remaining Property, subject to an adjustment in the Assessment 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 of the Remaining Property will be required to make a
LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2
SERVICE AND ASSESSMENT PLAN 23
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 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 a $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 constituting the 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, as applicable, 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.
Notwithstanding the previous paragraphs in this subsection, if the owner of the Remaining
Property 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 applicable Maximum Assessment on the Remaining Property to support the
Estimated Buildout Value requirement. The owner will remain liable to pay the Assessment on
both the Taken Property and the Remaining Property until such time that such Assessment has
been prepaid in full.
Notwithstanding the previous paragraphs in this subsection, the Assessments shall never be
reduced to an amount less than the amount required to pay all outstanding debt service
requirements on all outstanding PID Bonds.
SECTION VII: ASSESSMENT ROLL
The Improvement Area #1 Assessment Roll is attached as Exhibit F-1. The Administrator shall
prepare and submit to the City Council for review and approval proposed revisions to the
LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2
SERVICE AND ASSESSMENT PLAN 24
Improvement Area #1 Assessment Roll and Improvement Area #1 Annual Installments for each
Parcel as part of each Annual Service Plan Update.
SECTION VIII: ADDITIONAL PROVISIONS
A. Calculation Errors
If the owner of a Parcel claims that an error has been made in any calculation required by this
Service and Assessment Plan, including, but not limited to, any calculation made as part of any
Annual Service Plan Update, the owner’s sole and exclusive remedy shall be to submit a written
notice of error to the Administrator by December 1st of each year following City Council’s
approval of the calculation. Otherwise, the owner shall be deemed to have unconditionally
approved and accepted the calculation. The Administrator shall provide a written response to
the City Council and the owner not later than 30 days after receipt of such written notice of error
by the Administrator. The City Council shall consider the owner’s notice of error and the
Administrator’s response at a public meeting, and, not later than 30 days after closing such
meeting, the City Council shall make a final determination as to whether an error has been made.
If the City Council determines that an error has been made, the City Council shall take such
corrective action as is authorized by the PID Act, this Service and Assessment Plan, the applicable
Assessment Ordinance, the applicable Indenture, or as otherwise authorized by the discretionary
power of the City Council. The determination by the City Council as to whether an error has been
made, and any corrective action taken by the City Council, shall be final and binding on the owner
and the Administrator.
B. Amendments
Amendments to this Service and Assessment Plan must be made by the City Council in
accordance with the PID Act. To the extent permitted by the PID Act, this Service and Assessment
Plan may be amended without notice to owners of the Assessed Property: (1) to correct mistakes
and clerical errors; (2) to clarify ambiguities; and (3) to provide procedures to collect
Assessments, Annual Installments, and other charges imposed by this Service and Assessment
Plan.
C. Administration a nd Interpretation
The Administrator shall: (1) perform the obligations of the Administrator as set forth in this
Service and Assessment Plan; (2) administer the District for and on behalf of and at the direction
of the City Council; and (3) interpret the provisions of this Service and Assessment Plan.
Interpretations of this Service and Assessment Plan by the Administrator shall be in writing and
shall be appealable to the City Council by owners of Assessed Property adversely affected by the
LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2
SERVICE AND ASSESSMENT PLAN 25
interpretation. Appeals shall be decided by the City Council after holding a public meeting at
which all interested parties have an opportunity to be heard. Decisions by the City Council shall
be final and binding on the owners of Assessed Property and developers and their successors and
assigns. Certain tables in this Service and Assessment Plan have been rounded to the nearest
whole dollar.
D. Form of Buyer Disclosure/Filing Requirements
Per Section 5.014 of the Texas Property Code, as amended, this Service and Assessment Plan, and
any future Annual Service Plan Updates, shall include a form of the buyer disclosures for the
District. The buyer disclosures are attached hereto as Appendix B. Within seven days of approval
by the City Council, the City shall file and record in the real property records of the County the
executed ordinance of this Service and Assessment Plan, or any future Annual Service Plan
Updates. The executed ordinance, including any attachments, approving this Service and
Assessment Plan or any future Annual Service Plan Updates shall be filed and recorded in their
entirety.
E. Severability
If any provision of this Service and Assessment Plan is determined by a governmental agency or
court to be unenforceable, the unenforceable provision shall be deleted and, to the maximum
extent possible, shall be rewritten to be enforceable. Every effort shall be made to enforce the
remaining provisions.
LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2
SERVICE AND ASSESSMENT PLAN 26
EXHIBITS
The following Exhibits are attached to and made a part of this Service and Assessment Plan for
all purposes:
Exhibit A-1 Map of the District
Exhibit A-2 Map of Improvement Area #1
Exhibit A-3 Improvement Area #1 Lot Type Classification Map
Exhibit B Project Costs
Exhibit C Service Plan
Exhibit D Sources and Uses of Funds
Exhibit E Maximum Assessment and Tax Rate Equivalent
Exhibit F-1 Improvement Area #1 Assessment Roll
Exhibit F-2 Improvement Area #1 Annual Installments
Exhibit G Maps of Improvement Area #1 Improvements
Exhibit H TIRZ No. 7 Annual Credit Amount by Lot Type
Exhibit I Form of Notice of Assessment Termination
Exhibit J Debt Service Schedule for Improvement Area #1 Bonds
Exhibit K-1 District Boundary Description
Exhibit K-2 Improvement Area #1 Legal Description
LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2
SERVICE AND ASSESSMENT PLAN 27
APPENDICES
The following Appendices are attached to and made a part of this Service and Assessment Plan
for all purposes:
Appendix A Engineer’s Report
Appendix B Buyer Disclosures
LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2
SERVICE AND ASSESSMENT PLAN 28
EXHIBIT A-1 – MAP OF THE DISTRICT
LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2
SERVICE AND ASSESSMENT PLAN 29
EXHIBIT A-2 – MAP OF IMPROVEMENT AREA #1
LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2
SERVICE AND ASSESSMENT PLAN 30
EXHIBIT A-3 – IMPROVEMENT AREA #1 LOT TYPE CLASSIFICATION MAP
LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2
SERVICE AND ASSESSMENT PLAN 31
EXHIBIT B – PROJECT COSTS
% Cost
Major Improvements
Improvement Area #1 Major Improvements[g]
Street 14,115,132$ 14,115,132$ 0.00% -$
Water 2,461,898 2,461,898 0.00% -
Drainage 1,086,295 1,086,295 0.00% -
Landscaping 44,000 44,000 0.00% -
Contingency 1,996,500 1,996,500 0.00% -
Development Fees[f]2,255,100 2,255,100 0.00% -
21,958,924$ 21,958,924$ -$
Improvement Area #1 Improvements [a]
Street 3,062,756$ -$ 100.00% 3,062,756$
Water 1,049,869 - 100.00% 1,049,869
Sewer 1,413,936 - 100.00% 1,413,936
Drainage 1,595,746 - 100.00% 1,595,746
Landscaping 657,282 100.00% 657,282
ROW Acquisition 1,500,000 - 100.00% 1,500,000
District Formation 825,000 - 100.00% 825,000
Soft Costs[b]4,010,480 - 100.00% 4,010,480
14,115,068$ -$ 14,115,068$
Private Improvements [a],[c]
Private Improvements 4,752,478$ 4,752,478$ 0.00% -$
4,752,478$ 4,752,478$ -$
Bond Issuance Costs [d]
Debt Service Reserve Fund 1,398,671$ -$ 1,398,671$
Capitalized Interest 1,844,131 - 1,844,131
Underwriter Discount e 559,770 - 559,770
Cost of Issuance 1,043,405 - 1,043,405
4,845,978$ -$ 4,845,978$
Other Costs [d]
Deposit to Administrative Fund 80,000$ -$ 80,000$
80,000$ -$ 80,000$
Total 45,752,448$ 26,711,402$ 19,041,046$
Footnotes:
[a] Per Engineer's Report dated 4/3/2026.
[b] Soft costs include engineering, staking, and surveying.
[c] Not reimburseable to the Developer through Assessments or the issuance of PID Bonds.
[d] Preliminary estimates only and subject to change upon the issuance of PID Bonds.
[e] Includes the fee of counsel to the Underwriter.
[f] Includes engineering, inspections, coordination fees, and testing.
[g] Improvement Area #1 Major Improvements are improvements that benefit the entire District and shall be completed
concurrently with the Improvement Area #1 Improvements, but are not anticipated to be reimbursed from Assessments or PID
Bonds. Future Major Improvements shall be included in this Service and Assessment Plan as they are constructed with future
Im rovement Areas.
Total Costs Improvement Area #1Privately
Funded
LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2
SERVICE AND ASSESSMENT PLAN 32
EXHIBIT C – SERVICE PLAN
Annual Installment Due 1/31/2026 1/31/2027 1/31/2028 1/31/2029 1/31/2030 1/31/2031
Principal -$ -$ 260,000.00$ 276,000.00$ 294,000.00$
Interest 1,284,361.17 1,119,540.00 1,119,540.00 1,103,940.00 1,087,380.00
Capitalized Interest (1,284,361.17) (559,770.00) - - -
(1) -$ 559,770.00$ 1,379,540.00$ 1,379,940.00$ 1,381,380.00$
Additional Interest (2) -$ 93,295.00$ 93,295.00$ 91,995.00$ 90,615.00$
Annual Collection Costs (3) -$ 40,800.00$ 41,616.00$ 42,448.32$ 43,297.29$
Total Annual Installment Due (4) = (1) + (2) + (3) -$ 693,865.00$ 1,514,451.00$ 1,514,383.32$ 1,515,292.29$
Footnotes:
Improvement Area #1
[a] Each year, the TIRZ No. 7 Revenue generated by each Lot shall be applied to the principal and interest portion of the Annual Installment, up to the Maximum TIRZ No. 7
Annual Credit Amount. The TIRZ No. 7 Annual Credit Amount shall be updated each year in the Annual Service Plan Update as TIRZ No. 7 Revenue is generated.
LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2
SERVICE AND ASSESSMENT PLAN 33
EXHIBIT D – SOURCES AND USES OF FUNDS
Privately Funded Improvement Area #1 Total
Improvement Area #1 Bonds -$ 18,659,000$ 18,659,000$
Developer Contribution - Private Improvements[a]4,752,478 - 4,752,478
Developer Contribution - Improvement Area #1 Major Improvements[a]21,958,924 - 21,958,924
Developer Contribution - Authorized Improvements[a]- 382,046 382,046
Total Sources of Funds 26,711,402$ 19,041,046$ 45,752,448$
Improvement Area #1 Major Improvements[d]21,958,924$ -$ 21,958,924$
Improvement Area #1 Improvements - 14,115,068 14,115,068
Private Improvements[a]4,752,478 - 4,752,478
26,711,402$ 14,115,068$ 40,826,470$
Bond Issuance Costs [b]
Debt Service Reserve Fund -$ 1,398,671$ 1,398,671$
Capitalized Interest - 1,844,131 1,844,131
Underwriter Discount[c]- 559,770 559,770
Cost of Issuance - 1,043,405 1,043,405
-$ 4,845,978$ 4,845,978$
Other Costs [b]
Deposit to Administrative Fund -$ 80,000$ 80,000$
-$ 80,000$ 80,000$
Total Uses of Funds 26,711,402$ 19,041,046$ 45,752,448$
Footnotes:
Uses of Funds
Sources of Funds
[a] Not reimbursable to the Developer through Assessments or the issuance of PID Bonds.
[b] Preliminary estimates only and subject to change upon the issuance of PID Bonds.
[c] Includes the fee of counsel to the Underwriter.
[d] Improvement Area #1 Major Improvements are improvements that benefit the entire District and shall be completed concurrently with the Improvement Area #1
Improvements, but are not anticipated to be reimbursed from Assessments or PID Bonds. Future Major Improvements shall be included in this Service and Assessment Plan as they
are constructed with future Improvement Areas.
LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2
SERVICE AND ASSESSMENT PLAN 34
EXHIBIT E – MAXIMUM ASSESSMENT AND TAX RATE EQUIVALENT
Per Unit Total Per Unit Total Per Unit Total
Improvement Area #1
Lot Type 1 39 390,000$ 15,210,000$ 60,365.08$ 2,354,238$ 4,900.47$ 191,118$ 1.2565$
Lot Type 2 125 460,000 57,500,000 71,199.83 8,899,979 5,780.04 722,505 1.2565
Lot Type 3 77 595,000 45,815,000 92,095.44 7,091,349 7,476.36 575,680 1.2565
Lot Type 4 3 675,000 2,025,000 104,478.02 313,434 8,481.58 25,445 1.2565
IA#1 Subtotal 244 120,550,000$ 18,659,000$ 1,514,748$ 1.2565$
Total 244 120,550,000$ 18,659,000$ 1,514,748$
Footnotes:
[a] As provided in the Engineer's Report dated 4/3/2026.
[b] Tax Rate Equivalent of the Annual Installment before TIRZ No. 7 Annual Credit Amounts are applied.
[c] Based on information provided in the draft Appraisal dated 4/17/2026 and subject to change upon final Appraisal.
[d] As provided by the Developer.
Lot Type Units[a]
Annual
Installment
TRE[b]
Estimated Buildout Value[d]Assessment[c]Average Annual Installment
LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2
SERVICE AND ASSESSMENT PLAN 35
EXHIBIT F-1 – IMPROVEMENT AREA #1 ASSESSMENT ROLL
Property ID[a]Lot Type Outstanding Assessment Annual Installment Due
1/31/2027[b][c]
1010818 Improvement Area #1 Initial Parcel 14,653,219.74$ -$
2878384 Improvement Area #1 Initial Parcel 2,117,410.81$ -$
2878545 Improvement Area #1 Initial Parcel 1,888,369.45$ -$
18,659,000.00$ -$
Footnotes:
Total
[a] The Assessment and Annual Installment have initially been allocated between all Property IDs within Improvement Area #1 pro rata based
on acreage as reported by Collin Central Appraisal District. Future allocation of the Assessment will be done in accordance with Section VI of
this Service and Assessment Plan.
[b] Annual Installment due may not match Service Plan or Annual Installment schedule due to rounding.
[c] Includes Capitalized Interest for the Annual Installment due 1/31/2027 are for months from bond issuance to 3/15/2028.
LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2
SERVICE AND ASSESSMENT PLAN 36
EXHIBIT F-2 –IMPROVEMENT AREA #1 ANNUAL INSTALLMENTS
Installment
Due 1/31[c]Principal Interest[a]Capitalized
Interest
Reserve
Fund[b]
Additional
Interest
Annual
Collection
Costs
Total Annual
Installment
Due[b]
2027 -$ 1,284,361$ (1,284,361)$ -$ -$ -$ -$
2028 -$ 1,119,540$ (559,770)$ -$ 93,295$ 40,800$ 693,865$
2029 260,000$ 1,119,540$ -$ -$ 93,295$ 41,616$ 1,514,451$
2030 276,000$ 1,103,940$ -$ -$ 91,995$ 42,448$ 1,514,383$
2031 294,000$ 1,087,380$ -$ -$ 90,615$ 43,297$ 1,515,292$
2032 312,000$ 1,069,740$ -$ -$ 89,145$ 44,163$ 1,515,048$
2033 331,000$ 1,051,020$ -$ -$ 87,585$ 45,046$ 1,514,651$
2034 352,000$ 1,031,160$ -$ -$ 85,930$ 45,947$ 1,515,037$
2035 374,000$ 1,010,040$ -$ -$ 84,170$ 46,866$ 1,515,076$
2036 397,000$ 987,600$ -$ -$ 82,300$ 47,804$ 1,514,704$
2037 422,000$ 963,780$ -$ -$ 80,315$ 48,760$ 1,514,855$
2038 448,000$ 938,460$ -$ -$ 78,205$ 49,735$ 1,514,400$
2039 476,000$ 911,580$ -$ -$ 75,965$ 50,730$ 1,514,275$
2040 506,000$ 883,020$ -$ -$ 73,585$ 51,744$ 1,514,349$
2041 538,000$ 852,660$ -$ -$ 71,055$ 52,779$ 1,514,494$
2042 572,000$ 820,380$ -$ -$ 68,365$ 53,835$ 1,514,580$
2043 608,000$ 786,060$ -$ -$ 65,505$ 54,911$ 1,514,476$
2044 647,000$ 749,580$ -$ -$ 62,465$ 56,010$ 1,515,055$
2045 688,000$ 710,760$ -$ -$ 59,230$ 57,130$ 1,515,120$
2046 731,000$ 669,480$ -$ -$ 55,790$ 58,272$ 1,514,542$
2047 778,000$ 625,620$ -$ -$ 52,135$ 59,438$ 1,515,193$
2048 827,000$ 578,940$ -$ -$ 48,245$ 60,627$ 1,514,812$
2049 880,000$ 529,320$ -$ -$ 44,110$ 61,839$ 1,515,269$
2050 935,000$ 476,520$ -$ -$ 39,710$ 63,076$ 1,514,306$
2051 995,000$ 420,420$ -$ -$ 35,035$ 64,337$ 1,514,792$
2052 1,058,000$ 360,720$ -$ -$ 30,060$ 65,624$ 1,514,404$
2053 1,126,000$ 297,240$ -$ -$ 24,770$ 66,937$ 1,514,947$
2054 1,198,000$ 229,680$ -$ -$ 19,140$ 68,275$ 1,515,095$
2055 1,274,000$ 157,800$ -$ -$ 13,150$ 69,641$ 1,514,591$
2056 1,356,000$ 81,360$ -$ (1,398,671)$ 6,780$ 71,034$ 116,502$
Total 18,659,000$ 22,907,701$ (1,844,131)$ (1,398,671)$ 1,801,945$ 1,582,723$ 41,708,567$
Footnotes:
[a] Interest is calculated at a 6.000% rate per the City's Financial Advisor.
[b] The figures shown above are estimates only and subject to change in Annual Service Plan Updates. Changes in Annual
Collection Costs, reserve fund requirements, interest earnings, or other available offsets could increase or decrease the
amounts shown.
[c] No Assessment collected in 2026 and to capitalized interest is to be used to fund debt service payments for the period
beginning on the date of bond issuance through 3/15/2028.
LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2
SERVICE AND ASSESSMENT PLAN 37
EXHIBIT G – MAPS OF IMPROVEMENT AREA #1 IMPROVEMENTS
LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2
SERVICE AND ASSESSMENT PLAN 38
LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2
SERVICE AND ASSESSMENT PLAN 39
LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2
SERVICE AND ASSESSMENT PLAN 40
LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2
SERVICE AND ASSESSMENT PLAN 41
LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2
SERVICE AND ASSESSMENT PLAN 42
EXHIBIT H – TIRZ NO. 7 ANNUAL CREDIT AMOUNT BY LOT TYPE
EXHIBIT I – FORM OF NOTICE OF ASSESSMENT TERMINATION
P3Works, LLC
9284 Huntington Square, Suite 100
North Richland Hills, TX 76182
______________________________________________________________________________
[Date]
Collin County Clerk’s Office
Honorable [County Clerk]
Collin County Administration Building
2300 Bloomdale Rd, Suite 2106
McKinney, TX 75071
Re: City of Anna Lien Release documents for filing
Dear Ms./Mr. [County Clerk]
Enclosed is a lien release that the City of Anna is requesting to be filed in your office. Lien
release for [insert legal description]. Recording Numbers: [Plat]. Please forward copies of the
filed documents to my attention:
City of Anna
Attn: City Secretary
Improvement Area #1
Lot Type 1 39 1.2565$ (1,023.89)$ 0.9940$
Lot Type 2 125 1.2565 (1,207.67) 0.9940
Lot Type 3 77 1.2565 (1,562.09) 0.9940
Lot Type 4 3 1.2565 (1,772.12) 0.9940
244
Footnotes:
[a] As provided in the Engineer's Report dated 4/3/2026.
Lot Type Units[a]Gross PID TRE
Maximum Annual
TIRZ No. 7 Credit
Per Unit
Net TRE
LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2
SERVICE AND ASSESSMENT PLAN 43
120 W. 7th Street
Anna, TX 75409
Please contact me if you have any questions or need additional information.
Sincerely,
[Signature]
P3Works, LLC
(817) 393-0353
Admin@P3-Works.com
www.P3-Works.com
LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2
SERVICE AND ASSESSMENT PLAN 44
AFTER RECORDING RETURN TO:
[City Secretary Name]
120 W. 7th Street
Anna, TX 75409
NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU
MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION
FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY
BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL
SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER.
FULL RELEASE OF PUBLIC IMPROVEMENT DISTRICT LIEN
STATE OF TEXAS §
§ KNOWN ALL MEN BY THESE PRESENTS:
COUNTY OF COLLIN §
THIS FULL RELEASE OF PUBLIC IMPROVEMENT DISTRICT LIEN (this "Full
Release") is executed and delivered as of the Effective Date by the City of Anna, Texas, a Texas
home rule municipality (the “City”).
RECITALS
WHEREAS, the governing body (hereinafter referred to as the "City Council") of the City,
Texas is authorized by Chapter 372, Texas Local Government Code, as amended (hereinafter
referred to as the "Act"), to create public improvement districts within the corporate limits of the City
and the extraterritorial jurisdiction of the City; and
WHEREAS, on December 9, 2025 the City Council of the City approved Resolution No.
2025-12-1868 creating the Liberty Hills Public Improvement District No. 2 (the “District”); and
WHEREAS, the District consists of approximately 405.578 contiguous acres within the
corporate limits and extraterritorial jurisdiction of the City; and
WHEREAS, on ____________, the City Council, approved Ordinance No. __________,
(hereinafter referred to as the "Assessment Ordinance") approving a service and assessment plan and
assessment roll for the real property located with the District, the Assessment Ordinance being
recorded on _____________, as Instrument No. ________ in the Official Public Records of Collin
County, Texas; and
WHEREAS, the Assessment Ordinance imposed an assessment in the amount of [amount]
(hereinafter referred to as the "Lien Amount") and further imposed a lien to secure the payment of
the Lien Amount (the “Lien”) against the following property located within the District, to wit:
LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2
SERVICE AND ASSESSMENT PLAN 45
[legal description], an addition to the City of Anna, Collin, Texas, according to the
map or plat thereof recorded as Instrument No. ________ in the Map Records of
Collin County, Texas (the "Property");
and
WHEREAS, the Lien Amount has been paid in full.
RELEASE
NOW THEREFORE, for and in consideration of the full payment of the Lien Amount, the City
hereby releases and discharges, and by these presents does hereby release and discharge, the Lien to
the extent that is affects and encumbers the Property.
EXECUTED to be EFFECTIVE this the _____ day of _________, 20__.
CITY OF ANNA, TEXAS,
A Texas home rule municipality,
By: _______________________________
[Manager Name], City Manager
ATTEST:
_______________________________
[Secretary Name], City Secretary
STATE OF TEXAS §
§
COUNTY OF COLLIN §
This instrument was acknowledged before me on the ____ day of ________, 20__, by the
City Manager for the City of Anna, Texas, a Texas home rule municipality, on behalf of said
municipality.
_______________________________
Notary Public, State of Texas
LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2
SERVICE AND ASSESSMENT PLAN 46
EXHIBIT J – DEBT SERVICE SCHEDULE FOR IMPROVEMENT AREA #1 BONDS
[To be provided at pricing]
LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2
SERVICE AND ASSESSMENT PLAN 47
EXHIBIT K-1 – DISTRICT LEGAL DESCRIPTION
LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2
SERVICE AND ASSESSMENT PLAN 48
LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2
SERVICE AND ASSESSMENT PLAN 49
LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2
SERVICE AND ASSESSMENT PLAN 50
LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2
SERVICE AND ASSESSMENT PLAN 51
LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2
SERVICE AND ASSESSMENT PLAN 52
LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2
SERVICE AND ASSESSMENT PLAN 53
LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2
SERVICE AND ASSESSMENT PLAN 54
LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2
SERVICE AND ASSESSMENT PLAN 55
LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2
SERVICE AND ASSESSMENT PLAN 56
LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2
SERVICE AND ASSESSMENT PLAN 57
LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2
SERVICE AND ASSESSMENT PLAN 58
LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2
SERVICE AND ASSESSMENT PLAN 59
LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2
SERVICE AND ASSESSMENT PLAN 60
EXHIBIT K-2 – IMPROVEMENT AREA #1 LEGAL DESCRIPTION
LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2
SERVICE AND ASSESSMENT PLAN 61
LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2
SERVICE AND ASSESSMENT PLAN 62
LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2
SERVICE AND ASSESSMENT PLAN 63
LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2
SERVICE AND ASSESSMENT PLAN 64
LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2
SERVICE AND ASSESSMENT PLAN 65
LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2
SERVICE AND ASSESSMENT PLAN 66
LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2
SERVICE AND ASSESSMENT PLAN 67
LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2
SERVICE AND ASSESSMENT PLAN 68
LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2
SERVICE AND ASSESSMENT PLAN 69
LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2
SERVICE AND ASSESSMENT PLAN 70
APPENDIX A – ENGINEER’S REPORT
LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2
SERVICE AND ASSESSMENT PLAN 71
LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2
SERVICE AND ASSESSMENT PLAN 72
LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2
SERVICE AND ASSESSMENT PLAN 73
LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2
SERVICE AND ASSESSMENT PLAN 74
LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2
SERVICE AND ASSESSMENT PLAN 75
LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2
SERVICE AND ASSESSMENT PLAN 76
LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2
SERVICE AND ASSESSMENT PLAN 77
LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2
SERVICE AND ASSESSMENT PLAN 78
LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2
SERVICE AND ASSESSMENT PLAN 79
LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2
SERVICE AND ASSESSMENT PLAN 80
LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2
SERVICE AND ASSESSMENT PLAN 81
LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2
SERVICE AND ASSESSMENT PLAN 82
LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2
SERVICE AND ASSESSMENT PLAN 83
LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2
SERVICE AND ASSESSMENT PLAN 84
LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2
SERVICE AND ASSESSMENT PLAN 85
LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2
SERVICE AND ASSESSMENT PLAN 86
LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2
SERVICE AND ASSESSMENT PLAN 87
LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2
SERVICE AND ASSESSMENT PLAN 88
LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2
SERVICE AND ASSESSMENT PLAN 89
LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2
SERVICE AND ASSESSMENT PLAN 90
LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2
SERVICE AND ASSESSMENT PLAN 91
LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2
SERVICE AND ASSESSMENT PLAN 92
LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2
SERVICE AND ASSESSMENT PLAN 93
LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2
SERVICE AND ASSESSMENT PLAN 94
LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2
SERVICE AND ASSESSMENT PLAN 95
LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2
SERVICE AND ASSESSMENT PLAN 96
LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2
SERVICE AND ASSESSMENT PLAN 97
LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2
SERVICE AND ASSESSMENT PLAN 98
LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2
SERVICE AND ASSESSMENT PLAN 99
LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2
SERVICE AND ASSESSMENT PLAN 100
LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2
SERVICE AND ASSESSMENT PLAN 101
LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2
SERVICE AND ASSESSMENT PLAN 102
LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2
SERVICE AND ASSESSMENT PLAN 103
LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2
SERVICE AND ASSESSMENT PLAN 104
LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2
SERVICE AND ASSESSMENT PLAN 105
LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2
SERVICE AND ASSESSMENT PLAN 106
LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2
SERVICE AND ASSESSMENT PLAN 107
LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2
SERVICE AND ASSESSMENT PLAN 108
LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2
SERVICE AND ASSESSMENT PLAN 109
LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2
SERVICE AND ASSESSMENT PLAN 110
LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2
SERVICE AND ASSESSMENT PLAN 111
LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2
SERVICE AND ASSESSMENT PLAN 112
LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2
SERVICE AND ASSESSMENT PLAN 113
LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2
SERVICE AND ASSESSMENT PLAN 114
LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2
SERVICE AND ASSESSMENT PLAN 115
LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2
SERVICE AND ASSESSMENT PLAN 116
LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2
SERVICE AND ASSESSMENT PLAN 117
LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2
SERVICE AND ASSESSMENT PLAN 118
LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2
SERVICE AND ASSESSMENT PLAN 119
LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2
SERVICE AND ASSESSMENT PLAN 120
LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2
SERVICE AND ASSESSMENT PLAN 121
LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2
SERVICE AND ASSESSMENT PLAN 122
LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2
SERVICE AND ASSESSMENT PLAN 123
LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2
SERVICE AND ASSESSMENT PLAN 124
LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2
SERVICE AND ASSESSMENT PLAN 125
LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2
SERVICE AND ASSESSMENT PLAN 126
APPENDIX B – BUYER DISCLOSURES
Forms of the buyer disclosures for the following Lot Types are found in this appendix:
Improvement Area #1
Improvement Area #1 Initial Parcel
Lot Type 1
Lot Type 2
Lot Type 3
Lot Type 4
[Remainder of page left intentionally blank.]
LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2 IMPROVEMENT AREA #1
INITIAL PARCEL BUYER DISCLOSURE
NOTICE OF OBLIGATIONS RELATED TO PUBLIC IMPROVEMENT DISTRICT
A person who proposes to sell or otherwise convey real property that is located in a public
improvement district established under Subchapter A, Chapter 372, Local Government Code
(except for public improvement districts described under Section 372.005), or Chapter 382,
Local Government Code, shall first give to the purchaser of the property this written notice,
signed by the seller.
For the purposes of this notice, a contract for the purchase and sale of real property having a
performance period of less than six months is considered a sale requiring the notice set forth below.
This notice requirement does not apply to a transfer:
1) under a court order or foreclosure sale;
2) by a trustee in bankruptcy;
3) to a mortgagee by a mortgagor or successor in interest or to a beneficiary
of a deed of trust by a trustor or successor in interest;
4) by a mortgagee or a beneficiary under a deed of trust who has acquired the
land at a sale conducted under a power of sale under a deed of trust or a sale
under a court-ordered foreclosure or has acquired the land by a deed in lieu of
foreclosure;
5) by a fiduciary in the course of the administration of a decedent's
estate, guardianship, conservatorship, or trust;
6) from one co-owner to another co-owner of an undivided interest in the
real property;
7) to a spouse or a person in the lineal line of consanguinity of the seller;
8) to or from a governmental entity; or
9) of only a mineral interest, leasehold interest, or security interest
The following notice shall be given to a prospective purchaser before the execution of a binding
contract of purchase and sale, either separately or as an addendum or paragraph of a purchase
contract. In the event a contract of purchase and sale is entered into without the seller having
provided the required notice, the purchaser, subject to certain exceptions, is entitled to terminate
the contract.
A separate copy of this notice shall be executed by the seller and the purchaser and must be
filed in the real property records of the county in which the property is located at the closing of
the purchase and sale of the property.
AFTER RECORDING1 RETURN TO:
____________________
____________________
____________________
____________________
____________________
NOTICE OF OBLIGATION TO PAY IMPROVEMENT DISTRICT ASSESSMENT TO
CITY OF ANNA, TEXAS
CONCERNING THE FOLLOWING PROPERTY
__________________________________________
STREET ADDRESS
IMPROVEMENT AREA #1 INITIAL PARCEL PRINCIPAL ASSESSMENT:
$18,659,000.00
As the purchaser of the real property described above, you are obligated to pay
assessments to City of Anna, Texas, (the “City”), for the costs of a portion of a public
improvement or services project (the "Authorized Improvements") undertaken for the benefit of
the property within Liberty Hills Public Improvement District No. 2 (the "District") created
under Subchapter A, Chapter 372, Local Government Code.
AN ASSESSMENT HAS BEEN LEVIED AGAINST YOUR PROPERTY FOR THE
AUTHORIZED IMPROVEMENTS, WHICH MAY BE PAID IN FULL AT ANY TIME. IF
THE ASSESSMENT IS NOT PAID IN FULL, IT WILL BE DUE AND PAYABLE IN
ANNUAL INSTALLMENTS THAT WILL VARY FROM YEAR TO YEAR DEPENDING
ON THE AMOUNT OF INTEREST PAID, COLLECTION COSTS, ADMINISTRATIVE
COSTS, AND DELINQUENCY COSTS.
The exact amount of the assessment may be obtained from the City. The exact amount
of each annual installment will be approved each year by the Anna City Council in the annual
service plan update for the District. More information about the assessments, including the
amounts and due dates, may be obtained from City.
Your failure to pay any assessment or any annual installment may result in penalties and
interest being added to what you owe or in a lien on and the foreclosure of your property.
1 To be included in separate copy of the notice required by Section 5.0143, Tex. Prop. Code, to be executed at the closing of the purchase and sale
and to be recorded in the deed records of Collin County when updating for the Current Information of Obligation to Pay Improvement District
Assessment.
Signature Page to Initial Notice
of Obligation to Pay Improvement District Assessment
[The undersigned purchaser acknowledges receipt of this notice before the effective date
of a binding contract for the purchase of the real property at the address described above.
DATE: DATE:
SIGNATURE OF PURCHASER SIGNATURE OF PURCHASER
The undersigned seller acknowledges providing this notice to the potential purchaser
before the effective date of a binding contract for the purchase of the real property at the address
described above.
DATE: DATE:
SIGNATURE OF SELLER SIGNATURE OF SELLER]2
2 To be included in copy of the notice required by Section 5.014, Tex. Prop. Code, to be executed by seller in accordance with Section 5.014(a-1),
Tex. Prop. Code.
Purchaser Signature Page to Final Notice with Current Information
of Obligation to Pay Improvement District Assessment
[The undersigned purchaser acknowledges receipt of this notice before the effective date
of a binding contract for the purchase of the real property at the address described above. The
undersigned purchaser acknowledged the receipt of this notice including the current
information required by Section 5.0143, Texas Property Code, as amended.
DATE: DATE:
SIGNATURE OF PURCHASER SIGNATURE OF PURCHASER
STATE OF TEXAS §
§
COUNTY OF _______ §
The foregoing instrument was acknowledged before me by ____________________ and
_________________ , known to me to be the person(s) whose name(s) is/are subscribed to the
foregoing instrument, and acknowledged to me that he or she executed the same for the
purposes therein expressed.
Given under my hand and seal of office on this _________________ , 20__.
Notary Public, State of Texas]3
3 To be included in separate copy of the notice required by Section 5.0143, Tex. Prop. Code, to be executed at the closing of the purchase and sale
and to be recorded in the deed records of Collin County.
Seller Signature Page to Final Notice with Current Information
of Obligation to Pay Improvement District Assessment
[The undersigned seller acknowledges providing a separate copy of the notice required by
Section 5.014 of the Texas Property Code including the current information required by Section
5.0143, Texas Property Code, as amended, at the closing of the purchase of the real property at the
address above.
DATE: DATE:
SIGNATURE OF SELLER SIGNATURE OF SELLER
STATE OF TEXAS §
§
COUNTY OF ________ §
The foregoing instrument was acknowledged before me by ______________________ and
____________________ , known to me to be the person(s) whose name(s) is/are subscribed to the
foregoing instrument, and acknowledged to me that he or she executed the same for the purposes
therein expressed.
Given under my hand and seal of office on this _________________, 20__.
Notary Public, State of Texas]4
______________
4 To be included in separate copy of the notice required by Section 5.0143, Tex. Prop. Code, to be executed at the closing of the purchase and sale and
to be recorded in the deed records of Collin County.
Annual Installment Schedule to Notice
of Obligation to Pay Improvement District Assessment
Installment
Due 1/31 Principal Interest[a]Capitalized
Interest
Additional
Interest
Annual
Collection Costs
Total Annual
Installment
Due[b]
2027 -$ 1,284,361$ (1,284,361)$ -$ -$ -$
2028 -$ 1,119,540$ (559,770)$ 93,295$ 40,800$ 693,865$
2029 260,000$ 1,119,540$ -$ 93,295$ 41,616$ 1,514,451$
2030 276,000$ 1,103,940$ -$ 91,995$ 42,448$ 1,514,383$
2031 294,000$ 1,087,380$ -$ 90,615$ 43,297$ 1,515,292$
2032 312,000$ 1,069,740$ -$ 89,145$ 44,163$ 1,515,048$
2033 331,000$ 1,051,020$ -$ 87,585$ 45,046$ 1,514,651$
2034 352,000$ 1,031,160$ -$ 85,930$ 45,947$ 1,515,037$
2035 374,000$ 1,010,040$ -$ 84,170$ 46,866$ 1,515,076$
2036 397,000$ 987,600$ -$ 82,300$ 47,804$ 1,514,704$
2037 422,000$ 963,780$ -$ 80,315$ 48,760$ 1,514,855$
2038 448,000$ 938,460$ -$ 78,205$ 49,735$ 1,514,400$
2039 476,000$ 911,580$ -$ 75,965$ 50,730$ 1,514,275$
2040 506,000$ 883,020$ -$ 73,585$ 51,744$ 1,514,349$
2041 538,000$ 852,660$ -$ 71,055$ 52,779$ 1,514,494$
2042 572,000$ 820,380$ -$ 68,365$ 53,835$ 1,514,580$
2043 608,000$ 786,060$ -$ 65,505$ 54,911$ 1,514,476$
2044 647,000$ 749,580$ -$ 62,465$ 56,010$ 1,515,055$
2045 688,000$ 710,760$ -$ 59,230$ 57,130$ 1,515,120$
2046 731,000$ 669,480$ -$ 55,790$ 58,272$ 1,514,542$
2047 778,000$ 625,620$ -$ 52,135$ 59,438$ 1,515,193$
2048 827,000$ 578,940$ -$ 48,245$ 60,627$ 1,514,812$
2049 880,000$ 529,320$ -$ 44,110$ 61,839$ 1,515,269$
2050 935,000$ 476,520$ -$ 39,710$ 63,076$ 1,514,306$
2051 995,000$ 420,420$ -$ 35,035$ 64,337$ 1,514,792$
2052 1,058,000$ 360,720$ -$ 30,060$ 65,624$ 1,514,404$
2053 1,126,000$ 297,240$ -$ 24,770$ 66,937$ 1,514,947$
2054 1,198,000$ 229,680$ -$ 19,140$ 68,275$ 1,515,095$
2055 1,274,000$ 157,800$ -$ 13,150$ 69,641$ 1,514,591$
2056 1,356,000$ 81,360$ -$ 6,780$ 71,034$ 1,515,174$
Total 18,659,000$ 22,907,701$ (1,844,131)$ 1,801,945$ 1,582,723$ 43,107,238$
Footnotes:
[a] Interest is calculated at a 6.000% rate per the City's Financial Advisor.
[b] The figures shown above are estimates only and subject to change in Annual Service Plan Updates. Changes in
Annual Collection Costs, reserve fund requirements, interest earnings, or other available offsets could increase or
decrease the amounts shown.
ANNUAL INSTALLMENTS - IMPROVEMENT AREA #1 INITIAL PARCEL
LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2 IMPROVEMENT AREA #1
LOT TYPE 1 BUYER DISCLOSURE
NOTICE OF OBLIGATIONS RELATED TO PUBLIC IMPROVEMENT DISTRICT
A person who proposes to sell or otherwise convey real property that is located in a public
improvement district established under Subchapter A, Chapter 372, Local Government Code
(except for public improvement districts described under Section 372.005), or Chapter 382,
Local Government Code, shall first give to the purchaser of the property this written notice,
signed by the seller.
For the purposes of this notice, a contract for the purchase and sale of real property having a
performance period of less than six months is considered a sale requiring the notice set forth below.
This notice requirement does not apply to a transfer:
1) under a court order or foreclosure sale;
2) by a trustee in bankruptcy;
3) to a mortgagee by a mortgagor or successor in interest or to a beneficiary
of a deed of trust by a trustor or successor in interest;
4) by a mortgagee or a beneficiary under a deed of trust who has acquired the
land at a sale conducted under a power of sale under a deed of trust or a sale
under a court-ordered foreclosure or has acquired the land by a deed in lieu of
foreclosure;
5) by a fiduciary in the course of the administration of a decedent's
estate, guardianship, conservatorship, or trust;
6) from one co-owner to another co-owner of an undivided interest in the
real property;
7) to a spouse or a person in the lineal line of consanguinity of the seller;
8) to or from a governmental entity; or
9) of only a mineral interest, leasehold interest, or security interest
The following notice shall be given to a prospective purchaser before the execution of a binding
contract of purchase and sale, either separately or as an addendum or paragraph of a purchase
contract. In the event a contract of purchase and sale is entered into without the seller having
provided the required notice, the purchaser, subject to certain exceptions, is entitled to terminate
the contract.
A separate copy of this notice shall be executed by the seller and the purchaser and must be
filed in the real property records of the county in which the property is located at the closing of
the purchase and sale of the property.
AFTER RECORDING4 RETURN TO:
____________________
____________________
____________________
____________________
____________________
NOTICE OF OBLIGATION TO PAY IMPROVEMENT DISTRICT ASSESSMENT TO
CITY OF ANNA, TEXAS
CONCERNING THE FOLLOWING PROPERTY
__________________________________________
STREET ADDRESS
IMPROVEMENT AREA #1 LOT TYPE 1 PRINCIPAL ASSESSMENT: $60,365.08
As the purchaser of the real property described above, you are obligated to pay
assessments to City of Anna, Texas, (the “City”), for the costs of a portion of a public
improvement or services project (the "Authorized Improvements") undertaken for the benefit of
the property within Liberty Hills Public Improvement District No. 2 (the "District") created
under Subchapter A, Chapter 372, Local Government Code.
AN ASSESSMENT HAS BEEN LEVIED AGAINST YOUR PROPERTY FOR THE
AUTHORIZED IMPROVEMENTS, WHICH MAY BE PAID IN FULL AT ANY TIME. IF
THE ASSESSMENT IS NOT PAID IN FULL, IT WILL BE DUE AND PAYABLE IN
ANNUAL INSTALLMENTS THAT WILL VARY FROM YEAR TO YEAR DEPENDING
ON THE AMOUNT OF INTEREST PAID, COLLECTION COSTS, ADMINISTRATIVE
COSTS, AND DELINQUENCY COSTS.
The exact amount of the assessment may be obtained from the City. The exact amount
of each annual installment will be approved each year by the Anna City Council in the annual
service plan update for the District. More information about the assessments, including the
amounts and due dates, may be obtained from City.
Your failure to pay any assessment or any annual installment may result in penalties and
interest being added to what you owe or in a lien on and the foreclosure of your property.
4 To be included in separate copy of the notice required by Section 5.0143, Tex. Prop. Code, to be executed at the closing of the purchase and sale
and to be recorded in the deed records of Collin County when updating for the Current Information of Obligation to Pay Improvement District
Assessment.
Signature Page to Initial Notice
of Obligation to Pay Improvement District Assessment
[The undersigned purchaser acknowledges receipt of this notice before the effective date
of a binding contract for the purchase of the real property at the address described above.
DATE: DATE:
SIGNATURE OF PURCHASER SIGNATURE OF PURCHASER
The undersigned seller acknowledges providing this notice to the potential purchaser
before the effective date of a binding contract for the purchase of the real property at the address
described above.
DATE: DATE:
SIGNATURE OF SELLER SIGNATURE OF SELLER]5
5 To be included in copy of the notice required by Section 5.014, Tex. Prop. Code, to be executed by seller in accordance with Section 5.014(a-1),
Tex. Prop. Code.
Purchaser Signature Page to Final Notice with Current Information
of Obligation to Pay Improvement District Assessment
[The undersigned purchaser acknowledges receipt of this notice before the effective date
of a binding contract for the purchase of the real property at the address described above. The
undersigned purchaser acknowledged the receipt of this notice including the current
information required by Section 5.0143, Texas Property Code, as amended.
DATE: DATE:
SIGNATURE OF PURCHASER SIGNATURE OF PURCHASER
STATE OF TEXAS §
§
COUNTY OF _______ §
The foregoing instrument was acknowledged before me by ____________________ and
_________________ , known to me to be the person(s) whose name(s) is/are subscribed to the
foregoing instrument, and acknowledged to me that he or she executed the same for the
purposes therein expressed.
Given under my hand and seal of office on this _________________ , 20__.
Notary Public, State of Texas]6
6 To be included in separate copy of the notice required by Section 5.0143, Tex. Prop. Code, to be executed at the closing of the purchase and sale
and to be recorded in the deed records of Collin County.
Seller Signature Page to Final Notice with Current Information
of Obligation to Pay Improvement District Assessment
[The undersigned seller acknowledges providing a separate copy of the notice required by
Section 5.014 of the Texas Property Code including the current information required by Section
5.0143, Texas Property Code, as amended, at the closing of the purchase of the real property at the
address above.
DATE: DATE:
SIGNATURE OF SELLER SIGNATURE OF SELLER
STATE OF TEXAS §
§
COUNTY OF ________ §
The foregoing instrument was acknowledged before me by ______________________ and
____________________ , known to me to be the person(s) whose name(s) is/are subscribed to the
foregoing instrument, and acknowledged to me that he or she executed the same for the purposes
therein expressed.
Given under my hand and seal of office on this _________________, 20__.
Notary Public, State of Texas]4
______________
4 To be included in separate copy of the notice required by Section 5.0143, Tex. Prop. Code, to be executed at the closing of the purchase and sale and
to be recorded in the deed records of Collin County.
Annual Installment Schedule to Notice
of Obligation to Pay Improvement District Assessment
Installment
Due 1/31 Principal Interest[a]Capitalized
Interest
Additional
Interest
Annual
Collection
Costs
Total Annual
Installment
Due[b]
2027 -$ 4,155.13$ (4,155.13)$ -$ -$ -$
2028 -$ 3,621.90$ (1,810.95)$ 301.83$ 132.00$ 2,244.77$
2029 841.14$ 3,621.90$ -$ 301.83$ 134.63$ 4,899.51$
2030 892.91$ 3,571.44$ -$ 297.62$ 137.33$ 4,899.29$
2031 951.14$ 3,517.86$ -$ 293.16$ 140.07$ 4,902.23$
2032 1,009.37$ 3,460.79$ -$ 288.40$ 142.88$ 4,901.44$
2033 1,070.84$ 3,400.23$ -$ 283.35$ 145.73$ 4,900.16$
2034 1,138.78$ 3,335.98$ -$ 278.00$ 148.65$ 4,901.41$
2035 1,209.95$ 3,267.65$ -$ 272.30$ 151.62$ 4,901.53$
2036 1,284.36$ 3,195.06$ -$ 266.25$ 154.65$ 4,900.33$
2037 1,365.24$ 3,117.99$ -$ 259.83$ 157.75$ 4,900.82$
2038 1,449.36$ 3,036.08$ -$ 253.01$ 160.90$ 4,899.34$
2039 1,539.94$ 2,949.12$ -$ 245.76$ 164.12$ 4,898.94$
2040 1,637.00$ 2,856.72$ -$ 238.06$ 167.40$ 4,899.18$
2041 1,740.52$ 2,758.50$ -$ 229.88$ 170.75$ 4,899.65$
2042 1,850.52$ 2,654.07$ -$ 221.17$ 174.16$ 4,899.93$
2043 1,966.98$ 2,543.04$ -$ 211.92$ 177.65$ 4,899.59$
2044 2,093.16$ 2,425.02$ -$ 202.09$ 181.20$ 4,901.46$
2045 2,225.80$ 2,299.43$ -$ 191.62$ 184.82$ 4,901.67$
2046 2,364.91$ 2,165.88$ -$ 180.49$ 188.52$ 4,899.81$
2047 2,516.96$ 2,023.99$ -$ 168.67$ 192.29$ 4,901.91$
2048 2,675.49$ 1,872.97$ -$ 156.08$ 196.14$ 4,900.68$
2049 2,846.95$ 1,712.44$ -$ 142.70$ 200.06$ 4,902.16$
2050 3,024.89$ 1,541.62$ -$ 128.47$ 204.06$ 4,899.04$
2051 3,219.00$ 1,360.13$ -$ 113.34$ 208.14$ 4,900.61$
2052 3,422.81$ 1,166.99$ -$ 97.25$ 212.31$ 4,899.36$
2053 3,642.80$ 961.62$ -$ 80.14$ 216.55$ 4,901.11$
2054 3,875.74$ 743.05$ -$ 61.92$ 220.88$ 4,901.59$
2055 4,121.61$ 510.51$ -$ 42.54$ 225.30$ 4,899.96$
2056 4,386.89$ 263.21$ -$ 21.93$ 229.81$ 4,901.85$
Total 60,365.08$ 74,110.36$ (5,966.08)$ 5,829.60$ 5,120.38$ 139,459.34$
Footnotes:
[a] Interest is calculated at a 6.000% rate per the City's Financial Advisor.
[b] The figures shown above are estimates only and subject to change in Annual Service Plan Updates.
Changes in Annual Collection Costs, reserve fund requirements, interest earnings, or other available offsets
could increase or decrease the amounts shown.
ANNUAL INSTALLMENTS - IMPROVEMENT AREA #1 LOT TYPE 1
LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2 IMPROVEMENT AREA #1
LOT TYPE 2 BUYER DISCLOSURE
NOTICE OF OBLIGATIONS RELATED TO PUBLIC IMPROVEMENT DISTRICT
A person who proposes to sell or otherwise convey real property that is located in a public
improvement district established under Subchapter A, Chapter 372, Local Government Code
(except for public improvement districts described under Section 372.005), or Chapter 382,
Local Government Code, shall first give to the purchaser of the property this written notice,
signed by the seller.
For the purposes of this notice, a contract for the purchase and sale of real property having a
performance period of less than six months is considered a sale requiring the notice set forth below.
This notice requirement does not apply to a transfer:
1) under a court order or foreclosure sale;
2) by a trustee in bankruptcy;
3) to a mortgagee by a mortgagor or successor in interest or to a beneficiary
of a deed of trust by a trustor or successor in interest;
4) by a mortgagee or a beneficiary under a deed of trust who has acquired the
land at a sale conducted under a power of sale under a deed of trust or a sale
under a court-ordered foreclosure or has acquired the land by a deed in lieu of
foreclosure;
5) by a fiduciary in the course of the administration of a decedent's
estate, guardianship, conservatorship, or trust;
6) from one co-owner to another co-owner of an undivided interest in the
real property;
7) to a spouse or a person in the lineal line of consanguinity of the seller;
8) to or from a governmental entity; or
9) of only a mineral interest, leasehold interest, or security interest
The following notice shall be given to a prospective purchaser before the execution of a binding
contract of purchase and sale, either separately or as an addendum or paragraph of a purchase
contract. In the event a contract of purchase and sale is entered into without the seller having
provided the required notice, the purchaser, subject to certain exceptions, is entitled to terminate
the contract.
A separate copy of this notice shall be executed by the seller and the purchaser and must be
filed in the real property records of the county in which the property is located at the closing of
the purchase and sale of the property.
AFTER RECORDING7 RETURN TO:
____________________
____________________
____________________
____________________
____________________
NOTICE OF OBLIGATION TO PAY IMPROVEMENT DISTRICT ASSESSMENT TO
CITY OF ANNA, TEXAS
CONCERNING THE FOLLOWING PROPERTY
__________________________________________
STREET ADDRESS
IMPROVEMENT AREA #1 LOT TYPE 2 PRINCIPAL ASSESSMENT: $71,199.83
As the purchaser of the real property described above, you are obligated to pay
assessments to City of Anna, Texas, (the “City”), for the costs of a portion of a public
improvement or services project (the "Authorized Improvements") undertaken for the benefit of
the property within Liberty Hills Public Improvement District No. 2 (the "District") created
under Subchapter A, Chapter 372, Local Government Code.
AN ASSESSMENT HAS BEEN LEVIED AGAINST YOUR PROPERTY FOR THE
AUTHORIZED IMPROVEMENTS, WHICH MAY BE PAID IN FULL AT ANY TIME. IF
THE ASSESSMENT IS NOT PAID IN FULL, IT WILL BE DUE AND PAYABLE IN
ANNUAL INSTALLMENTS THAT WILL VARY FROM YEAR TO YEAR DEPENDING
ON THE AMOUNT OF INTEREST PAID, COLLECTION COSTS, ADMINISTRATIVE
COSTS, AND DELINQUENCY COSTS.
The exact amount of the assessment may be obtained from the City. The exact amount
of each annual installment will be approved each year by the Anna City Council in the annual
service plan update for the District. More information about the assessments, including the
amounts and due dates, may be obtained from City.
Your failure to pay any assessment or any annual installment may result in penalties and
interest being added to what you owe or in a lien on and the foreclosure of your property.
7 To be included in separate copy of the notice required by Section 5.0143, Tex. Prop. Code, to be executed at the closing of the purchase and sale
and to be recorded in the deed records of Collin County when updating for the Current Information of Obligation to Pay Improvement District
Assessment.
Signature Page to Initial Notice
of Obligation to Pay Improvement District Assessment
[The undersigned purchaser acknowledges receipt of this notice before the effective date
of a binding contract for the purchase of the real property at the address described above.
DATE: DATE:
SIGNATURE OF PURCHASER SIGNATURE OF PURCHASER
The undersigned seller acknowledges providing this notice to the potential purchaser
before the effective date of a binding contract for the purchase of the real property at the address
described above.
DATE: DATE:
SIGNATURE OF SELLER SIGNATURE OF SELLER]8
8 To be included in copy of the notice required by Section 5.014, Tex. Prop. Code, to be executed by seller in accordance with Section 5.014(a-1),
Tex. Prop. Code.
Purchaser Signature Page to Final Notice with Current Information
of Obligation to Pay Improvement District Assessment
[The undersigned purchaser acknowledges receipt of this notice before the effective date
of a binding contract for the purchase of the real property at the address described above. The
undersigned purchaser acknowledged the receipt of this notice including the current
information required by Section 5.0143, Texas Property Code, as amended.
DATE: DATE:
SIGNATURE OF PURCHASER SIGNATURE OF PURCHASER
STATE OF TEXAS §
§
COUNTY OF _______ §
The foregoing instrument was acknowledged before me by ____________________ and
_________________ , known to me to be the person(s) whose name(s) is/are subscribed to the
foregoing instrument, and acknowledged to me that he or she executed the same for the
purposes therein expressed.
Given under my hand and seal of office on this _________________ , 20__.
Notary Public, State of Texas]9
9 To be included in separate copy of the notice required by Section 5.0143, Tex. Prop. Code, to be executed at the closing of the purchase and sale
and to be recorded in the deed records of Collin County.
Seller Signature Page to Final Notice with Current Information
of Obligation to Pay Improvement District Assessment
[The undersigned seller acknowledges providing a separate copy of the notice required by
Section 5.014 of the Texas Property Code including the current information required by Section
5.0143, Texas Property Code, as amended, at the closing of the purchase of the real property at the
address above.
DATE: DATE:
SIGNATURE OF SELLER SIGNATURE OF SELLER
STATE OF TEXAS §
§
COUNTY OF ________ §
The foregoing instrument was acknowledged before me by ______________________ and
____________________ , known to me to be the person(s) whose name(s) is/are subscribed to the
foregoing instrument, and acknowledged to me that he or she executed the same for the purposes
therein expressed.
Given under my hand and seal of office on this _________________, 20__.
Notary Public, State of Texas]4
______________
4 To be included in separate copy of the notice required by Section 5.0143, Tex. Prop. Code, to be executed at the closing of the purchase and sale and
to be recorded in the deed records of Collin County.
Annual Installment Schedule to Notice
of Obligation to Pay Improvement District Assessment
Installment
Due 1/31 Principal Interest[a]Capitalized
Interest
Additional
Interest
Annual
Collection
Costs
Total Annual
Installment
Due[b]
2027 -$ 4,900.92$ (4,900.92)$ -$ -$ -$
2028 -$ 4,271.99$ (2,136.00)$ 356.00$ 155.69$ 2,647.68$
2029 992.12$ 4,271.99$ -$ 356.00$ 158.80$ 5,778.91$
2030 1,053.17$ 4,212.46$ -$ 351.04$ 161.98$ 5,778.65$
2031 1,121.86$ 4,149.27$ -$ 345.77$ 165.22$ 5,782.12$
2032 1,190.54$ 4,081.96$ -$ 340.16$ 168.52$ 5,781.19$
2033 1,263.04$ 4,010.53$ -$ 334.21$ 171.89$ 5,779.67$
2034 1,343.18$ 3,934.75$ -$ 327.90$ 175.33$ 5,781.15$
2035 1,427.13$ 3,854.16$ -$ 321.18$ 178.83$ 5,781.30$
2036 1,514.89$ 3,768.53$ -$ 314.04$ 182.41$ 5,779.87$
2037 1,610.29$ 3,677.63$ -$ 306.47$ 186.06$ 5,780.45$
2038 1,709.50$ 3,581.02$ -$ 298.42$ 189.78$ 5,778.71$
2039 1,816.34$ 3,478.45$ -$ 289.87$ 193.58$ 5,778.24$
2040 1,930.82$ 3,369.47$ -$ 280.79$ 197.45$ 5,778.52$
2041 2,052.92$ 3,253.62$ -$ 271.13$ 201.40$ 5,779.07$
2042 2,182.66$ 3,130.44$ -$ 260.87$ 205.42$ 5,779.40$
2043 2,320.03$ 2,999.48$ -$ 249.96$ 209.53$ 5,779.01$
2044 2,468.85$ 2,860.28$ -$ 238.36$ 213.72$ 5,781.21$
2045 2,625.30$ 2,712.15$ -$ 226.01$ 218.00$ 5,781.46$
2046 2,789.38$ 2,554.63$ -$ 212.89$ 222.36$ 5,779.26$
2047 2,968.73$ 2,387.27$ -$ 198.94$ 226.81$ 5,781.74$
2048 3,155.70$ 2,209.14$ -$ 184.10$ 231.34$ 5,780.29$
2049 3,357.94$ 2,019.80$ -$ 168.32$ 235.97$ 5,782.03$
2050 3,567.81$ 1,818.33$ -$ 151.53$ 240.69$ 5,778.36$
2051 3,796.76$ 1,604.26$ -$ 133.69$ 245.50$ 5,780.21$
2052 4,037.16$ 1,376.45$ -$ 114.70$ 250.41$ 5,778.73$
2053 4,296.64$ 1,134.22$ -$ 94.52$ 255.42$ 5,780.80$
2054 4,571.38$ 876.42$ -$ 73.04$ 260.53$ 5,781.37$
2055 4,861.39$ 602.14$ -$ 50.18$ 265.74$ 5,779.44$
2056 5,174.28$ 310.46$ -$ 25.87$ 271.05$ 5,781.67$
Total 71,199.83$ 87,412.22$ (7,036.92)$ 6,875.94$ 6,039.42$ 164,490.50$
Footnotes:
[a] Interest is calculated at a 6.000% rate per the City's Financial Advisor.
[b] The figures shown above are estimates only and subject to change in Annual Service Plan Updates.
Changes in Annual Collection Costs, reserve fund requirements, interest earnings, or other available offsets
could increase or decrease the amounts shown.
ANNUAL INSTALLMENTS - IMPROVEMENT AREA #1 LOT TYPE 2
LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2 IMPROVEMENT AREA #1
LOT TYPE 3 BUYER DISCLOSURE
NOTICE OF OBLIGATIONS RELATED TO PUBLIC IMPROVEMENT DISTRICT
A person who proposes to sell or otherwise convey real property that is located in a public
improvement district established under Subchapter A, Chapter 372, Local Government Code
(except for public improvement districts described under Section 372.005), or Chapter 382,
Local Government Code, shall first give to the purchaser of the property this written notice,
signed by the seller.
For the purposes of this notice, a contract for the purchase and sale of real property having a
performance period of less than six months is considered a sale requiring the notice set forth below.
This notice requirement does not apply to a transfer:
1) under a court order or foreclosure sale;
2) by a trustee in bankruptcy;
3) to a mortgagee by a mortgagor or successor in interest or to a beneficiary
of a deed of trust by a trustor or successor in interest;
4) by a mortgagee or a beneficiary under a deed of trust who has acquired the
land at a sale conducted under a power of sale under a deed of trust or a sale
under a court-ordered foreclosure or has acquired the land by a deed in lieu of
foreclosure;
5) by a fiduciary in the course of the administration of a decedent's
estate, guardianship, conservatorship, or trust;
6) from one co-owner to another co-owner of an undivided interest in the
real property;
7) to a spouse or a person in the lineal line of consanguinity of the seller;
8) to or from a governmental entity; or
9) of only a mineral interest, leasehold interest, or security interest
The following notice shall be given to a prospective purchaser before the execution of a binding
contract of purchase and sale, either separately or as an addendum or paragraph of a purchase
contract. In the event a contract of purchase and sale is entered into without the seller having
provided the required notice, the purchaser, subject to certain exceptions, is entitled to terminate
the contract.
A separate copy of this notice shall be executed by the seller and the purchaser and must be
filed in the real property records of the county in which the property is located at the closing of
the purchase and sale of the property.
AFTER RECORDING10 RETURN TO:
____________________
____________________
____________________
____________________
____________________
NOTICE OF OBLIGATION TO PAY IMPROVEMENT DISTRICT ASSESSMENT TO
CITY OF ANNA, TEXAS
CONCERNING THE FOLLOWING PROPERTY
__________________________________________
STREET ADDRESS
IMPROVEMENT AREA #1 LOT TYPE 3 PRINCIPAL ASSESSMENT: $92,095.44
As the purchaser of the real property described above, you are obligated to pay
assessments to City of Anna, Texas, (the “City”), for the costs of a portion of a public
improvement or services project (the "Authorized Improvements") undertaken for the benefit of
the property within Liberty Hills Public Improvement District No. 2 (the "District") created
under Subchapter A, Chapter 372, Local Government Code.
AN ASSESSMENT HAS BEEN LEVIED AGAINST YOUR PROPERTY FOR THE
AUTHORIZED IMPROVEMENTS, WHICH MAY BE PAID IN FULL AT ANY TIME. IF
THE ASSESSMENT IS NOT PAID IN FULL, IT WILL BE DUE AND PAYABLE IN
ANNUAL INSTALLMENTS THAT WILL VARY FROM YEAR TO YEAR DEPENDING
ON THE AMOUNT OF INTEREST PAID, COLLECTION COSTS, ADMINISTRATIVE
COSTS, AND DELINQUENCY COSTS.
The exact amount of the assessment may be obtained from the City. The exact amount
of each annual installment will be approved each year by the Anna City Council in the annual
service plan update for the District. More information about the assessments, including the
amounts and due dates, may be obtained from City.
Your failure to pay any assessment or any annual installment may result in penalties and
interest being added to what you owe or in a lien on and the foreclosure of your property.
10 To be included in separate copy of the notice required by Section 5.0143, Tex. Prop. Code, to be executed at the closing of the purchase and
sale and to be recorded in the deed records of Collin County when updating for the Current Information of Obligation to Pay Improvement
District Assessment.
Signature Page to Initial Notice
of Obligation to Pay Improvement District Assessment
[The undersigned purchaser acknowledges receipt of this notice before the effective date
of a binding contract for the purchase of the real property at the address described above.
DATE: DATE:
SIGNATURE OF PURCHASER SIGNATURE OF PURCHASER
The undersigned seller acknowledges providing this notice to the potential purchaser
before the effective date of a binding contract for the purchase of the real property at the address
described above.
DATE: DATE:
SIGNATURE OF SELLER SIGNATURE OF SELLER]11
11 To be included in copy of the notice required by Section 5.014, Tex. Prop. Code, to be executed by seller in accordance with Section 5.014(a-
1), Tex. Prop. Code.
Purchaser Signature Page to Final Notice with Current Information
of Obligation to Pay Improvement District Assessment
[The undersigned purchaser acknowledges receipt of this notice before the effective date
of a binding contract for the purchase of the real property at the address described above. The
undersigned purchaser acknowledged the receipt of this notice including the current
information required by Section 5.0143, Texas Property Code, as amended.
DATE: DATE:
SIGNATURE OF PURCHASER SIGNATURE OF PURCHASER
STATE OF TEXAS §
§
COUNTY OF _______ §
The foregoing instrument was acknowledged before me by ____________________ and
_________________ , known to me to be the person(s) whose name(s) is/are subscribed to the
foregoing instrument, and acknowledged to me that he or she executed the same for the
purposes therein expressed.
Given under my hand and seal of office on this _________________ , 20__.
Notary Public, State of Texas]12
12 To be included in separate copy of the notice required by Section 5.0143, Tex. Prop. Code, to be executed at the closing of the purchase and
sale and to be recorded in the deed records of Collin County.
Seller Signature Page to Final Notice with Current Information
of Obligation to Pay Improvement District Assessment
[The undersigned seller acknowledges providing a separate copy of the notice required by
Section 5.014 of the Texas Property Code including the current information required by Section
5.0143, Texas Property Code, as amended, at the closing of the purchase of the real property at the
address above.
DATE: DATE:
SIGNATURE OF SELLER SIGNATURE OF SELLER
STATE OF TEXAS §
§
COUNTY OF ________ §
The foregoing instrument was acknowledged before me by ______________________ and
____________________ , known to me to be the person(s) whose name(s) is/are subscribed to the
foregoing instrument, and acknowledged to me that he or she executed the same for the purposes
therein expressed.
Given under my hand and seal of office on this _________________, 20__.
Notary Public, State of Texas]4
______________
4 To be included in separate copy of the notice required by Section 5.0143, Tex. Prop. Code, to be executed at the closing of the purchase and sale and
to be recorded in the deed records of Collin County.
Annual Installment Schedule to Notice
of Obligation to Pay Improvement District Assessment
Installment
Due 1/31 Principal Interest[a]Capitalized
Interest
Additional
Interest
Annual
Collection
Costs
Total Annual
Installment
Due[b]
2027 -$ 6,339.24$ (6,339.24)$ -$ -$ -$
2028 -$ 5,525.73$ (2,762.86)$ 460.48$ 201.38$ 3,424.72$
2029 1,283.28$ 5,525.73$ -$ 460.48$ 205.40$ 7,474.89$
2030 1,362.26$ 5,448.73$ -$ 454.06$ 209.51$ 7,474.56$
2031 1,451.10$ 5,366.99$ -$ 447.25$ 213.70$ 7,479.05$
2032 1,539.94$ 5,279.93$ -$ 439.99$ 217.98$ 7,477.84$
2033 1,633.72$ 5,187.53$ -$ 432.29$ 222.34$ 7,475.88$
2034 1,737.37$ 5,089.51$ -$ 424.13$ 226.78$ 7,477.79$
2035 1,845.96$ 4,985.27$ -$ 415.44$ 231.32$ 7,477.98$
2036 1,959.48$ 4,874.51$ -$ 406.21$ 235.95$ 7,476.14$
2037 2,082.87$ 4,756.94$ -$ 396.41$ 240.66$ 7,476.89$
2038 2,211.20$ 4,631.97$ -$ 386.00$ 245.48$ 7,474.64$
2039 2,349.40$ 4,499.30$ -$ 374.94$ 250.39$ 7,474.02$
2040 2,497.47$ 4,358.33$ -$ 363.19$ 255.39$ 7,474.39$
2041 2,655.41$ 4,208.48$ -$ 350.71$ 260.50$ 7,475.11$
2042 2,823.23$ 4,049.16$ -$ 337.43$ 265.71$ 7,475.53$
2043 3,000.91$ 3,879.77$ -$ 323.31$ 271.03$ 7,475.02$
2044 3,193.41$ 3,699.71$ -$ 308.31$ 276.45$ 7,477.87$
2045 3,395.77$ 3,508.11$ -$ 292.34$ 281.98$ 7,478.19$
2046 3,608.00$ 3,304.36$ -$ 275.36$ 287.62$ 7,475.34$
2047 3,839.98$ 3,087.88$ -$ 257.32$ 293.37$ 7,478.55$
2048 4,081.83$ 2,857.48$ -$ 238.12$ 299.24$ 7,476.67$
2049 4,343.43$ 2,612.57$ -$ 217.71$ 305.22$ 7,478.93$
2050 4,614.89$ 2,351.97$ -$ 196.00$ 311.32$ 7,474.18$
2051 4,911.03$ 2,075.07$ -$ 172.92$ 317.55$ 7,476.58$
2052 5,221.98$ 1,780.41$ -$ 148.37$ 323.90$ 7,474.66$
2053 5,557.61$ 1,467.09$ -$ 122.26$ 330.38$ 7,477.34$
2054 5,912.98$ 1,133.63$ -$ 94.47$ 336.99$ 7,478.07$
2055 6,288.10$ 778.86$ -$ 64.90$ 343.73$ 7,475.58$
2056 6,692.82$ 401.57$ -$ 33.46$ 350.60$ 7,478.46$
Total 92,095.44$ 113,065.80$ (9,102.10)$ 8,893.88$ 7,811.86$ 212,764.88$
Footnotes:
[a] Interest is calculated at a 6.000% rate per the City's Financial Advisor.
[b] The figures shown above are estimates only and subject to change in Annual Service Plan Updates. Changes
in Annual Collection Costs, reserve fund requirements, interest earnings, or other available offsets could
increase or decrease the amounts shown.
ANNUAL INSTALLMENTS - IMPROVEMENT AREA #1 LOT TYPE 3
LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2 IMPROVEMENT AREA #1
LOT TYPE 4 BUYER DISCLOSURE
NOTICE OF OBLIGATIONS RELATED TO PUBLIC IMPROVEMENT DISTRICT
A person who proposes to sell or otherwise convey real property that is located in a public
improvement district established under Subchapter A, Chapter 372, Local Government Code
(except for public improvement districts described under Section 372.005), or Chapter 382,
Local Government Code, shall first give to the purchaser of the property this written notice,
signed by the seller.
For the purposes of this notice, a contract for the purchase and sale of real property having a
performance period of less than six months is considered a sale requiring the notice set forth below.
This notice requirement does not apply to a transfer:
1) under a court order or foreclosure sale;
2) by a trustee in bankruptcy;
3) to a mortgagee by a mortgagor or successor in interest or to a beneficiary
of a deed of trust by a trustor or successor in interest;
4) by a mortgagee or a beneficiary under a deed of trust who has acquired the
land at a sale conducted under a power of sale under a deed of trust or a sale
under a court-ordered foreclosure or has acquired the land by a deed in lieu of
foreclosure;
5) by a fiduciary in the course of the administration of a decedent's
estate, guardianship, conservatorship, or trust;
6) from one co-owner to another co-owner of an undivided interest in the
real property;
7) to a spouse or a person in the lineal line of consanguinity of the seller;
8) to or from a governmental entity; or
9) of only a mineral interest, leasehold interest, or security interest
The following notice shall be given to a prospective purchaser before the execution of a binding
contract of purchase and sale, either separately or as an addendum or paragraph of a purchase
contract. In the event a contract of purchase and sale is entered into without the seller having
provided the required notice, the purchaser, subject to certain exceptions, is entitled to terminate
the contract.
A separate copy of this notice shall be executed by the seller and the purchaser and must be
filed in the real property records of the county in which the property is located at the closing of
the purchase and sale of the property.
AFTER RECORDING13 RETURN TO:
____________________
____________________
____________________
____________________
____________________
NOTICE OF OBLIGATION TO PAY IMPROVEMENT DISTRICT ASSESSMENT TO
CITY OF ANNA, TEXAS
CONCERNING THE FOLLOWING PROPERTY
__________________________________________
STREET ADDRESS
IMPROVEMENT AREA #1 LOT TYPE 4 PRINCIPAL ASSESSMENT: $104,478.02
As the purchaser of the real property described above, you are obligated to pay
assessments to City of Anna, Texas, (the “City”), for the costs of a portion of a public
improvement or services project (the "Authorized Improvements") undertaken for the benefit of
the property within Liberty Hills Public Improvement District No. 2 (the "District") created
under Subchapter A, Chapter 372, Local Government Code.
AN ASSESSMENT HAS BEEN LEVIED AGAINST YOUR PROPERTY FOR THE
AUTHORIZED IMPROVEMENTS, WHICH MAY BE PAID IN FULL AT ANY TIME. IF
THE ASSESSMENT IS NOT PAID IN FULL, IT WILL BE DUE AND PAYABLE IN
ANNUAL INSTALLMENTS THAT WILL VARY FROM YEAR TO YEAR DEPENDING
ON THE AMOUNT OF INTEREST PAID, COLLECTION COSTS, ADMINISTRATIVE
COSTS, AND DELINQUENCY COSTS.
The exact amount of the assessment may be obtained from the City. The exact amount
of each annual installment will be approved each year by the Anna City Council in the annual
service plan update for the District. More information about the assessments, including the
amounts and due dates, may be obtained from City.
Your failure to pay any assessment or any annual installment may result in penalties and
interest being added to what you owe or in a lien on and the foreclosure of your property.
13 To be included in separate copy of the notice required by Section 5.0143, Tex. Prop. Code, to be executed at the closing of the purchase and
sale and to be recorded in the deed records of Collin County when updating for the Current Information of Obligation to Pay Improvement
District Assessment.
Signature Page to Initial Notice
of Obligation to Pay Improvement District Assessment
[The undersigned purchaser acknowledges receipt of this notice before the effective date
of a binding contract for the purchase of the real property at the address described above.
DATE: DATE:
SIGNATURE OF PURCHASER SIGNATURE OF PURCHASER
The undersigned seller acknowledges providing this notice to the potential purchaser
before the effective date of a binding contract for the purchase of the real property at the address
described above.
DATE: DATE:
SIGNATURE OF SELLER SIGNATURE OF SELLER]14
14 To be included in copy of the notice required by Section 5.014, Tex. Prop. Code, to be executed by seller in accordance with Section 5.014(a-
1), Tex. Prop. Code.
Purchaser Signature Page to Final Notice with Current Information
of Obligation to Pay Improvement District Assessment
[The undersigned purchaser acknowledges receipt of this notice before the effective date
of a binding contract for the purchase of the real property at the address described above. The
undersigned purchaser acknowledged the receipt of this notice including the current
information required by Section 5.0143, Texas Property Code, as amended.
DATE: DATE:
SIGNATURE OF PURCHASER SIGNATURE OF PURCHASER
STATE OF TEXAS §
§
COUNTY OF _______ §
The foregoing instrument was acknowledged before me by ____________________ and
_________________ , known to me to be the person(s) whose name(s) is/are subscribed to the
foregoing instrument, and acknowledged to me that he or she executed the same for the
purposes therein expressed.
Given under my hand and seal of office on this _________________ , 20__.
Notary Public, State of Texas]15
15 To be included in separate copy of the notice required by Section 5.0143, Tex. Prop. Code, to be executed at the closing of the purchase and
sale and to be recorded in the deed records of Collin County.
Seller Signature Page to Final Notice with Current Information
of Obligation to Pay Improvement District Assessment
[The undersigned seller acknowledges providing a separate copy of the notice required by
Section 5.014 of the Texas Property Code including the current information required by Section
5.0143, Texas Property Code, as amended, at the closing of the purchase of the real property at the
address above.
DATE: DATE:
SIGNATURE OF SELLER SIGNATURE OF SELLER
STATE OF TEXAS §
§
COUNTY OF ________ §
The foregoing instrument was acknowledged before me by ______________________ and
____________________ , known to me to be the person(s) whose name(s) is/are subscribed to the
foregoing instrument, and acknowledged to me that he or she executed the same for the purposes
therein expressed.
Given under my hand and seal of office on this _________________, 20__.
Notary Public, State of Texas]4
______________
4 To be included in separate copy of the notice required by Section 5.0143, Tex. Prop. Code, to be executed at the closing of the purchase and sale and
to be recorded in the deed records of Collin County.
Annual Installment Schedule to Notice
of Obligation to Pay Improvement District Assessment
Installment
Due 1/31 Principal Interest[a]Capitalized
Interest
Additional
Interest
Annual
Collection
Costs
Total Annual
Installment
Due[b]
2027 -$ 7,191.57$ (7,191.57)$ -$ -$ -$
2028 -$ 6,268.68$ (3,134.34)$ 522.39$ 228.45$ 3,885.18$
2029 1,455.83$ 6,268.68$ -$ 522.39$ 233.02$ 8,479.92$
2030 1,545.42$ 6,181.33$ -$ 515.11$ 237.68$ 8,479.54$
2031 1,646.20$ 6,088.61$ -$ 507.38$ 242.44$ 8,484.63$
2032 1,746.99$ 5,989.83$ -$ 499.15$ 247.28$ 8,483.26$
2033 1,853.38$ 5,885.01$ -$ 490.42$ 252.23$ 8,481.04$
2034 1,970.97$ 5,773.81$ -$ 481.15$ 257.28$ 8,483.20$
2035 2,094.15$ 5,655.55$ -$ 471.30$ 262.42$ 8,483.42$
2036 2,222.94$ 5,529.90$ -$ 460.83$ 267.67$ 8,481.34$
2037 2,362.92$ 5,396.53$ -$ 449.71$ 273.02$ 8,482.18$
2038 2,508.50$ 5,254.75$ -$ 437.90$ 278.48$ 8,479.63$
2039 2,665.28$ 5,104.24$ -$ 425.35$ 284.05$ 8,478.93$
2040 2,833.26$ 4,944.33$ -$ 412.03$ 289.73$ 8,479.35$
2041 3,012.44$ 4,774.33$ -$ 397.86$ 295.53$ 8,480.16$
2042 3,202.82$ 4,593.58$ -$ 382.80$ 301.44$ 8,480.64$
2043 3,404.40$ 4,401.41$ -$ 366.78$ 307.47$ 8,480.06$
2044 3,622.77$ 4,197.15$ -$ 349.76$ 313.62$ 8,483.30$
2045 3,852.34$ 3,979.78$ -$ 331.65$ 319.89$ 8,483.67$
2046 4,093.11$ 3,748.64$ -$ 312.39$ 326.29$ 8,480.43$
2047 4,356.28$ 3,503.06$ -$ 291.92$ 332.81$ 8,484.07$
2048 4,630.65$ 3,241.68$ -$ 270.14$ 339.47$ 8,481.94$
2049 4,927.42$ 2,963.84$ -$ 246.99$ 346.26$ 8,484.50$
2050 5,235.38$ 2,668.20$ -$ 222.35$ 353.18$ 8,479.11$
2051 5,571.34$ 2,354.07$ -$ 196.17$ 360.25$ 8,481.83$
2052 5,924.10$ 2,019.79$ -$ 168.32$ 367.45$ 8,479.66$
2053 6,304.85$ 1,664.35$ -$ 138.70$ 374.80$ 8,482.70$
2054 6,708.00$ 1,286.06$ -$ 107.17$ 382.30$ 8,483.53$
2055 7,133.55$ 883.58$ -$ 73.63$ 389.94$ 8,480.70$
2056 7,592.70$ 455.56$ -$ 37.96$ 397.74$ 8,483.97$
Total 104,478.02$ 128,267.92$ (10,325.91)$ 10,089.70$ 8,862.20$ 241,371.93$
Footnotes:
[a] Interest is calculated at a 6.000% rate per the City's Financial Advisor.
[b] The figures shown above are estimates only and subject to change in Annual Service Plan Updates. Changes in
Annual Collection Costs, reserve fund requirements, interest earnings, or other available offsets could increase or
decrease the amounts shown.
ANNUAL INSTALLMENTS - IMPROVEMENT AREA #1 LOT TYPE 4
Item No. 7.f.
City Council Agenda
Staff Report
Meeting Date: 6/23/2026
Staff Contact: Joseph Cotton
AGENDA ITEM:
Consider/Discuss/Action on an Ordinance authorizing the issuance of the "City of Anna,
Texas, Special Assessment Revenue Bonds, Series 2026 (Liberty Hills Public
Improvement District No. 2 Improvement Area #1 Project)" in a principal amount of up to
$20,000,000; and approving various documents related to such Bonds. (Director of
Public Works Joseph Cotton)
SUMMARY:
An Ordinance authorizing the issuance of the "City of Anna, Texas, Special Assessment
Revenue Bonds, Series 2026 (Liberty Hills Public Improvement District No. 2
Improvement Area #1 Project)" in a principal amount of up to $20,000,000; and
approving various documents related to such Bonds.
FINANCIAL IMPACT:
There is no financial impact to the City at this time.
BACKGROUND:
This item is the final step related to the issuance of PID bonds for Liberty Hill Public
Improvement District No. 2 Improvement Area #1.
STRATEGIC CONNECTIONS:
This item supports the City of Anna Strategic Plan, specifically advancing the strategic
outcome area: Unique.
Anna is designed to be unique as it transforms from a bedroom community to a
thriving city, with:
• Deliberate planning for the future
• A vision for innovative development and positive growth
• A variety of housing, jobs, and educational opportunities
ATTACHMENTS:
1. Bond Ordinance v4 - Draft
1
CERTIFICATE FOR ORDINANCE
THE STATE OF TEXAS
COLLIN COUNTY
CITY OF ANNA
We, the undersigned officers of the City of Anna, Texas (the “City”), hereby certify as follows:
1. The City Council (the “Council”) of the City convened in a regular meeting on
June 23, 2026, at the regular designated meeting place, and the roll was called of the duly
constituted officers and members of the Council, to wit:
Pete Cain, Mayor Kevin Toten, Council Member
Elden Baker, Mayor Pro Tem Manny Singh, Council Member
Kelly Patterson-Herndon, Deputy Mayor Pro Tem Jessica Walden, Council Member
Nathan Bryan, Council Member
Ronda Perez, City Manager
Carrie L. Land, City Secretary
and all of said persons were present, except __________________________________________,
thus constituting a quorum. Whereupon, among other business the following was transacted at
said meeting: a written Ordinance entitled
AN ORDINANCE AUTHORIZING THE ISSUANCE OF “CITY OF
ANNA, TEXAS, SPECIAL ASSESSMENT REVENUE BONDS, SERIES
2026 (LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2
IMPROVEMENT AREA #1 PROJECT)” IN A PRINCIPAL AMOUNT
NOT TO EXCEED $20,000,000 PAYABLE FROM SPECIAL
ASSESSMENTS LEVIED UPON IMPROVEMENT AREA #1 OF SAID
DISTRICT TO FUND PUBLIC IMPROVEMENTS IN SAID DISTRICT;
APPROVING AND AUTHORIZING AN INDENTURE OF TRUST, A
BOND PURCHASE AGREEMENT, A LIMITED OFFERING
MEMORANDUM, A CONTINUING DISCLOSURE AGREEMENT, AND
OTHER AGREEMENTS AND DOCUMENTS IN CONNECTION
THEREWITH; MAKING FINDINGS WITH RESPECT TO THE
ISSUANCE OF SUCH BONDS; AND PROVIDING AN EFFECTIVE DATE
was duly introduced for the consideration of the Council. It was then duly moved and seconded
that said Ordinance be passed; and, after due discussion, said motion, carrying with it the passage
of said Ordinance, prevailed and carried, with all members of the Council shown present above
voting “Aye,” except as noted below:
NAYS: ABSTENTIONS:
2
2. A true, full, and correct copy of the aforesaid Ordinance passed at the meeting
described in the above and foregoing paragraph is attached to and follows this Certificate; said
Ordinance has been duly recorded in the Council's minutes of said meeting; the above and
foregoing paragraph is a true, full, and correct excerpt from the Council's minutes of said
meeting pertaining to the passage of said Ordinance; the persons named in the above and
foregoing paragraph are the duly chosen, qualified, and acting officers and members of the
Council as indicated therein; that each of the officers and members of the Council was duly and
sufficiently notified officially and personally, in advance, of the time, place, and purpose of the
aforesaid meeting, and that said Ordinance would be introduced and considered for passage at
said meeting, and each of said officers and members consented, in advance, to the holding of
said meeting for such purpose; and that said meeting was open to the public, and public notice of
the time, place, and purpose of said meeting was given all as required by the Texas Government
Code, Chapter 551.
3. The Council has approved and hereby approves the Ordinance; and the Mayor (or
Mayor Pro Tem) and City Secretary hereby declare that their signing of this Certificate shall
constitute the signing of the attached and following copy of said Ordinance for all purposes.
SIGNED AND SEALED ON JUNE 23, 2026
Carrie L. Lan , Cit Secretar Pete Cain, Ma o
(City Seal)
1
CITY OF ANNA
ORDINANCE NO. _______-2026-06
AN ORDINANCE AUTHORIZING THE ISSUANCE OF “CITY OF ANNA, TEXAS,
SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2026 (LIBERTY HILLS PUBLIC
IMPROVEMENT DISTRICT NO. 2 IMPROVEMENT AREA #1 PROJECT)” IN A
PRINCIPAL AMOUNT NOT TO EXCEED $20,000,000 PAYABLE FROM SPECIAL
ASSESSMENTS LEVIED UPON IMPROVEMENT AREA #1 OF SAID DISTRICT TO
FUND PUBLIC IMPROVEMENTS IN SAID DISTRICT; APPROVING AND
AUTHORIZING AN INDENTURE OF TRUST, A BOND PURCHASE AGREEMENT, A
LIMITED OFFERING MEMORANDUM, A CONTINUING DISCLOSURE
AGREEMENT, AND OTHER AGREEMENTS AND DOCUMENTS IN CONNECTION
THEREWITH; MAKING FINDINGS WITH RESPECT TO THE ISSUANCE OF SUCH
BONDS; AND PROVIDING AN EFFECTIVE DATE
WHEREAS, the City of Anna, Texas (the “City”), pursuant to and in accordance with the
terms, provisions and requirements of the Public Improvement District Assessment Act,
Subchapter A of Chapter 372, Texas Local Government Code (the “PID Act”), has previously
established “Liberty Hills Public Improvement District No. 2” (the “District”); and
WHEREAS, pursuant to the PID Act, the City Council of the City (the “Council”) caused
notice of a public hearing to consider the levy of special assessments on property situated within
Improvement Area #1 of the District to be (i) mailed to owners of property liable for the
proposed special assessments and (ii) published in a newspaper of general circulation in the City
and the extraterritorial jurisdiction of the City, and opened said public hearing on June 23, 2026,
regarding the levy of special assessments within Improvement Area #1 of the District, and the
Council convened the hearing on June 23, 2026; and
WHEREAS, after all comments and evidence, both written and oral, were received by the
City Council, the public hearing was closed on June 23, 2026, and, on such date, the Council
adopted an ordinance levying such special assessments on property within Improvement Area #1
of the District (the “Assessment Ordinance”); and
WHEREAS, in the Assessment Ordinance, the Council approved and accepted the
Service and Assessment Plan (as defined in the Assessment Ordinance) relating to the District
and levied the Assessments (as defined in the Indenture (defined below)) against the
Improvement Area #1 Assessed Property (as defined in the Service and Assessment Plan); and
WHEREAS, the Council has found and determined that it is in the best interests of the
City to issue its bonds to be designated “City of Anna, Texas, Special Assessment Revenue
Bonds, Series 2026 (Liberty Hills Public Improvement District No. 2 Improvement Area #1
Project)” (the “Bonds”), such Bonds to be payable from and secured by the Pledged Revenues
(as defined in the Indenture); and
WHEREAS, the City is authorized by the PID Act to issue the Bonds for the purpose of
(i) paying a portion of the Improvement Area #1 Projects (as defined in the Indenture), (ii)
paying a portion of the interest on the Bonds during and after the period of acquisition and
construction of the Improvement Area #1 Projects, (iii) funding a reserve fund for payment of
2
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; and
WHEREAS, the Council has found and determined to approve (i) the issuance of the
Bonds to finance the Improvement Area #1 Improvements, (ii) the form, terms and provisions of
the Indenture securing the Bonds authorized hereby, (iii) the form, terms and provisions of a
Bond Purchase Agreement (defined below) between the City and the Underwriter (defined
below), (iv) a Limited Offering Memorandum (defined below), (v) a Continuing Disclosure
Agreement (defined below), and (vi) a Construction, Funding, and Acquisition Agreement
(defined below); and
WHEREAS, the meeting at which this Ordinance is considered is open to the public as
required by law, and the public notice of the time, place and purpose of said meeting was given
as required by Chapter 551, Texas Government Code, as amended;
NOW, THEREFORE BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF
ANNA, TEXAS, THAT:
Section 1. Findings. The findings and determinations set forth in the preamble
hereof are hereby incorporated by reference for all purposes as if set forth in full herein.
Section 2. Approval of Issuance of Bonds and Indenture of Trust.
(a) The issuance of the Bonds in the principal amount of [$__________] for
the purpose of (i) paying a portion of the Improvement Area #1 Projects, (ii) paying a
portion of the interest on the Bonds during and after the period of acquisition and
construction of the Improvement Area #1 Projects, (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, is hereby authorized and approved.
(b) The Bonds shall be issued and secured under that certain Indenture of
Trust (the “Indenture”), dated as of July 1, 2026, between the City and Regions Bank, an
Alabama state banking corporation with offices in Dallas, Texas, as trustee (the
“Trustee”), with such changes as may be necessary or desirable to carry out the intent of
this Ordinance and as approved by the Mayor of the City, such approval to be evidenced
by the execution and delivery of the Indenture, which Indenture is hereby approved in
substantially final form attached hereto as Exhibit A and incorporated herein as a part
hereof for all purposes. The Mayor or Mayor Pro-Tem of the City is hereby authorized
and directed to execute the Indenture and the City Secretary is hereby authorized and
directed to attest such signature of the Mayor or Mayor Pro-Tem.
(c) The Bonds shall be dated, shall mature on the date or dates and in the
principal amount or amounts, shall bear interest, shall be registered as to both principal
and interest, shall be subject to redemption and shall have such other terms and
provisions as set forth in the Indenture. The Bonds shall be in substantially the form set
forth in the Indenture, with such insertions, omissions and modifications as may be
required to conform the form of Bond to the actual terms of the Bonds. The Bonds shall
3
be payable from and secured by the Pledged Revenues (as defined in the Indenture) and
other assets of the Trust Estate (as defined in the Indenture) pledged to the Bonds, and
shall never be payable from ad valorem taxes or any other funds or revenues of the City.
Section 3. Sale of Bonds; Approval of Bond Purchase Agreement. The Bonds shall
be sold to FMSbonds, Inc. (the “Underwriter”) at the price and on the terms and provisions set
forth in that certain Bond Purchase Agreement (the “Purchase Agreement”), dated the date
hereof, between the City and the Underwriter, attached hereto as Exhibit B and incorporated
herein as a part hereof for all purposes, which terms of sale are declared to be in the best interest
of the City. The form, terms and provisions of the Purchase Agreement are hereby authorized
and approved and the Mayor or Mayor Pro-Tem of the City is hereby authorized and directed to
execute and deliver the Purchase Agreement. The Mayor’s or Mayor Pro-Tem’s signature on the
Purchase Agreement may be attested by the City Secretary. The Initial Bond shall be registered
in the name of the Underwriter.
Section 4. Limited Offering Memorandum. The form and substance of the
Preliminary Limited Offering Memorandum and any addenda, supplement or amendment thereto
and the final Limited Offering Memorandum for the Bonds and any addenda, supplement or
amendment thereto (the “Limited Offering Memorandum”) are hereby approved and adopted in
all respects. The Limited Offering Memorandum, with such appropriate variations as shall be
approved by the Mayor or Mayor Pro Tem of the City and the Underwriter, may be used by the
Underwriter in the offering and sale of the Bonds. The City Secretary is hereby authorized and
directed to include and maintain a copy of the Preliminary Limited Offering Memorandum (as
defined in the Purchase Agreement) and the Limited Offering Memorandum and any addenda,
supplement or amendment thereto thus approved among the permanent records of this meeting.
The use and distribution of the Preliminary Limited Offering Memorandum in the offering of the
Bonds is hereby ratified, approved and confirmed. The City deems the Preliminary Limited
Offering Memorandum final, within the meaning of Rule 15c2-12 issued by the United States
Securities and Exchange Commission under the Securities Exchange Act of 1934 (the “Rule”),
as of its date, except for the omission of information specified in Section (b)(1) of the Rule, as
permitted by Section (b)(1) of the Rule. Notwithstanding the approval and delivery of such
Preliminary Limited Offering Memorandum and Limited Offering Memorandum by the Council,
the Council is not responsible for and proclaims no specific knowledge of the information
contained in the Preliminary Limited Offering Memorandum and the Limited Offering
Memorandum pertaining to the Improvement Area #1 Projects, VC Liberty Hills, LLC, a
Delaware limited liability company, and any successors or assigns that intend to develop
property in Improvement Area #1 of the District (the “Developer”) or the Developer’s financial
ability, any builders, any landowners or the appraisal of the property in the District.
Section 5. Continuing Disclosure Agreement. The City of Anna, Texas, Special
Assessment Revenue Bonds, Series 2026 (Liberty Hills Public Improvement District No. 2
Improvement Area #1 Project) Continuing Disclosure Agreement of the Issuer (the “Continuing
Disclosure Agreement”) between the City, P3Works, LLC and Regions Bank is hereby
authorized and approved in substantially final form attached hereto as Exhibit C and
incorporated herein as a part hereof for all purposes, and the Mayor or Mayor Pro-Tem of the
City is hereby authorized and directed to execute and deliver such Continuing Disclosure
Agreement with such changes as may be required to carry out the purpose of this Ordinance and
4
approved by the Mayor or Mayor Pro Tem, such approval to be evidenced by the execution
thereof.
Section 6. Construction, Funding, and Acquisition Agreement. The Liberty Hills
Public Improvement District No. 2 Improvement Area #1 Construction, Funding, and
Acquisition Agreement (the “Construction, Funding, and Acquisition Agreement”) by and
among the City and the Developer, dated as of June 23, 2026, is hereby authorized and approved
in substantially final form attached hereto as Exhibit D and incorporated herein as a part hereof
for all purposes, and the Mayor or Mayor Pro-Tem of the City is hereby authorized and directed
to execute and deliver such Construction, Funding, and Acquisition Agreement with such
changes as may be required to carry out the purpose of this Ordinance and approved by the
Mayor or Mayor Pro-Tem, such approval to be evidenced by the execution thereof.
Section 7. Approval of Value-to-Lien Ratio. The City Council of the City of Anna,
Texas, pursuant to Section 6.1(21) of the Liberty Hills Development Agreement hereby approves
a ratio of estimated finished value per lot type to assessment of [1.72:1] as confirmed by an
appraisal from a licensed MAI appraiser as referenced in the Preliminary Limited Offering
Memorandum for the Bonds.
Section 8. Additional Actions. The Mayor, Mayor Pro Tem, Deputy Mayor Pro-
Tem, the City Manager, the Finance Director and the City Secretary are hereby authorized and
directed to take any and all actions on behalf of the City necessary or desirable to carry out the
intent and purposes of this Ordinance and to issue the Bonds in accordance with the terms of this
Ordinance. The Mayor, Mayor Pro Tem, Deputy Mayor Pro-Tem, the City Manager, the
Finance Director and the City Secretary are hereby authorized and directed to execute and
deliver any and all certificates, agreements, notices, instruction letters, requisitions and other
documents which may be necessary or advisable in connection with the sale, issuance and
delivery of the Bonds and the carrying out of the purposes and intent of this Ordinance. In
addition, prior to the initial delivery of the Bonds, the City Manager, Finance Director, City
Secretary, and bond counsel to the City are hereby authorized and directed to approve any
technical changes or corrections to this Ordinance or to any of the instruments authorized and
approved by this Ordinance necessary in order to (i) correct any ambiguity or mistake or
properly or more completely document the transactions contemplated and approved by this
Ordinance, or (ii) obtain the approval of the Bonds by the Texas Attorney General’s office.
Section 9. Severability. If any Section, paragraph, clause or provision of this
Ordinance shall for any reason be held to be invalid or unenforceable, the invalidity or
unenforceability of such Section, paragraph, clause or provision shall not affect any of the
remaining provisions of this Ordinance.
Section 10. Effective Date. This Ordinance is passed on one reading as authorized by
Texas Government Code, Section 1201.028, and shall be effective immediately upon its passage
and adoption.
-------------------------------
Signature page to
AN ORDINANCE AUTHORIZING THE ISSUANCE OF “CITY OF ANNA, TEXAS,
SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2026 (LIBERTY HILLS PUBLIC
IMPROVEMENT DISTRICT NO. 2 IMPROVEMENT AREA #1 PROJECT)” IN A
PRINCIPAL AMOUNT NOT TO EXCEED $20,000,000 PAYABLE FROM SPECIAL
ASSESSMENTS LEVIED UPON IMPROVEMENT AREA #1 OF SAID DISTRICT TO
FUND PUBLIC IMPROVEMENTS IN SAID DISTRICT; APPROVING AND
AUTHORIZING AN INDENTURE OF TRUST, A BOND PURCHASE AGREEMENT, A
LIMITED OFFERING MEMORANDUM, A CONTINUING DISCLOSURE
AGREEMENT, AND OTHER AGREEMENTS AND DOCUMENTS IN CONNECTION
THEREWITH; MAKING FINDINGS WITH RESPECT TO THE ISSUANCE OF SUCH
BONDS; AND PROVIDING AN EFFECTIVE DATE
PASSED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF
ANNA, TEXAS, THIS 23rd DAY OF JUNE, 2026.
ATTEST:
_____________________________
Pete Cain, Mayor
____________________________
Carrie L. Land, City Secretary
A-1
EXHIBIT A
INDENTURE OF TRUST
INDENTURE OF TRUST
By and Between
CITY OF ANNA, TEXAS
and
REGIONS BANK,
as Trustee
DATED AS OF JULY 1, 2026
SECURING
[$__________]
CITY OF ANNA, TEXAS
SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2026
(LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2
IMPROVEMENT AREA #1 PROJECT)
TABLE OF CONTENTS
Page
ARTICLE I – DEFINITIONS, FINDINGS AND INTERPRETATION ....................................... 4
Section 1.1. Definitions........................................................................................................... 4
Section 1.2. Findings............................................................................................................. 12
Section 1.3. Table of Contents, Titles and Headings. ........................................................... 12
Section 1.4. Interpretation. .................................................................................................... 13
ARTICLE II – THE BONDS ........................................................................................................ 13
Section 2.1. Security for the Bonds. ..................................................................................... 13
Section 2.2. Limited Obligations. ......................................................................................... 13
Section 2.3. Authorization for Indenture. ............................................................................. 14
Section 2.4. Contract with Owners and Trustee. .................................................................. 14
ARTICLE III – AUTHORIZATION; GENERAL TERMS AND PROVISIONS REGARDING
THE BONDS ................................................................................................................................ 14
Section 3.1. Authorization. ................................................................................................... 14
Section 3.2. Date, Denomination, Maturities, Numbers and Interest. .................................. 14
Section 3.3. Conditions Precedent to Delivery of Bonds. ..................................................... 15
Section 3.4. Medium, Method and Place of Payment. .......................................................... 15
Section 3.5. Execution and Registration of Bonds. .............................................................. 16
Section 3.7. Ownership. ........................................................................................................ 18
Section 3.8. Registration, Transfer and Exchange. ............................................................... 18
Section 3.9. Cancellation. ..................................................................................................... 19
Section 3.10. Temporary Bonds. ............................................................................................. 19
Section 3.11. Replacement Bonds. ......................................................................................... 20
Section 3.12. Book-Entry-Only System.................................................................................. 21
Section 3.13. Successor Securities Depository: Transfer Outside Book-Entry-Only System. 21
Section 3.14. Payments to Cede & Co. ................................................................................... 22
ARTICLE IV – REDEMPTION OF BONDS BEFORE MATURITY ....................................... 22
Section 4.1. Limitation on Redemption. ............................................................................... 22
Section 4.2. Mandatory Sinking Fund Redemption. ............................................................. 22
Section 4.3. Optional Redemption. ....................................................................................... 24
Section 4.5. Partial Redemption............................................................................................ 24
Section 4.6. Notice of Redemption to Owners. .................................................................... 25
Section 4.7. Payment upon Redemption. .............................................................................. 25
Section 4.8. Effect of Redemption. ....................................................................................... 26
ARTICLE V – FORM OF THE BONDS ..................................................................................... 26
Section 5.1. Form Generally. ................................................................................................ 26
Section 5.2. Form of the Bonds. ........................................................................................... 27
Section 5.3. Cusip Registration. ............................................................................................ 35
Section 5.4. Legal Opinion. .................................................................................................. 35
ARTICLE VI – FUNDS AND ACCOUNTS ............................................................................... 35
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Section 6.1. Establishment of Funds and Accounts. ............................................................. 35
Section 6.2. Initial Deposits to Funds and Accounts. ........................................................... 36
Section 6.3. Pledged Revenue Fund. .................................................................................... 37
Section 6.4. Bond Fund. ........................................................................................................ 38
Section 6.5. Project Fund. ..................................................................................................... 39
Section 6.6. Redemption Fund. ............................................................................................. 40
Section 6.7. Reserve Fund. ................................................................................................... 41
Section 6.8. Rebate Fund: Rebatable Arbitrage. ................................................................... 43
Section 6.9. Administrative Fund. ........................................................................................ 43
Section 6.10. Investment of Funds. ......................................................................................... 43
ARTICLE VII – COVENANTS ................................................................................................... 45
Section 7.1. Confirmation of Improvement Area #1 Assessments. ...................................... 45
Section 7.2. Collection and Enforcement of Improvement Area #1 Assessments. .............. 45
Section 7.3. Against Encumbrances. ..................................................................................... 46
Section 7.4. Records, Accounts, Accounting Reports. ......................................................... 46
Section 7.5. Covenants Regarding Tax Exemption of Interest on Bonds. ............................ 46
ARTICLE VIII – LIABILITY OF CITY ...................................................................................... 49
Section 8.1. Liability of City................................................................................................. 49
ARTICLE IX – THE TRUSTEE .................................................................................................. 51
Section 9.1. Acceptance of Trust; Trustee as Registrar and Paying Agent. ......................... 51
Section 9.2. Trustee Entitled to Indemnity. .......................................................................... 51
Section 9.3. Responsibilities of the Trustee. ......................................................................... 51
Section 9.4. Property Held in Trust. ..................................................................................... 53
Section 9.5. Trustee Protected in Relying on Certain Documents. ....................................... 53
Section 9.6. Compensation. .................................................................................................. 54
Section 9.7. Permitted Acts. .................................................................................................. 54
Section 9.8. Resignation of Trustee. ..................................................................................... 55
Section 9.9. Removal of Trustee. .......................................................................................... 55
Section 9.10. Successor Trustee.............................................................................................. 55
Section 9.11. Transfer of Rights and Property to Successor Trustee. ..................................... 56
Section 9.12. Merger, Conversion or Consolidation of Trustee. ............................................ 56
Section 9.13. Trustee to File Continuation Statements. .......................................................... 57
Section 9.14. Accounts, Periodic Reports and Certificates. ................................................... 57
Section 9.15. Construction of Indenture. ................................................................................ 57
Section 9.16. Offering Documentation. .................................................................................. 57
ARTICLE X – MODIFICATION OR AMENDMENT OF THIS INDENTURE ....................... 58
Section 10.1. Amendments Permitted. .................................................................................... 58
Section 10.2. Owners’ Meetings. ............................................................................................ 59
Section 10.3. Procedure for Amendment with Written Consent of Owners. .......................... 59
Section 10.4. Procedure for Amendment not Requiring Owner Consent. .............................. 60
Section 10.5. Effect of Supplemental Indenture. .................................................................... 60
Section 10.6. Endorsement or Replacement of Bonds Issued after Amendments. ................. 60
Section 10.7. Amendatory Endorsement of Bonds. ............................................................... 60
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Section 10.8. Waiver of Default. ............................................................................................ 61
Section 10.9. Execution of Supplemental Indenture. .............................................................. 61
ARTICLE XI – DEFAULT AND REMEDIES ............................................................................ 61
Section 11.1. Events of Default. ............................................................................................. 61
Section 11.2. Immediate Remedies for Default. ..................................................................... 62
Section 11.3. Restriction on Owner’s Action. ........................................................................ 63
Section 11.4. Application of Revenues and Other Moneys after Default. .............................. 64
Section 11.5. Effect of Waiver. ............................................................................................... 64
Section 11.6. Evidence of Ownership of Bonds. .................................................................... 65
Section 11.7. No Acceleration. ............................................................................................... 65
Section 11.8. Mailing of Notice. ............................................................................................. 65
Section 11.9. Exclusion of Bonds. .......................................................................................... 65
ARTICLE XII – GENERAL COVENANTS AND REPRESENTATIONS ............................... 66
Section 12.1. Representations as to Trust Estate. ................................................................... 66
Section 12.2. General. ............................................................................................................. 66
ARTICLE XIII – SPECIAL COVENANTS ................................................................................ 66
Section 13.1. Further Assurances; Due Performance. ............................................................ 66
Section 13.2. Other Obligations or Other Liens; Refunding Bonds. ...................................... 67
Section 13.3. Books of Record. .............................................................................................. 67
ARTICLE XIV – PAYMENT AND CANCELLATION OF THE BONDS AND
SATISFACTION OF THE INDENTURE ................................................................................... 67
Section 14.1. Trust Irrevocable. .............................................................................................. 67
Section 14.2. Satisfaction of Indenture. .................................................................................. 67
Section 14.3. Bonds Deemed Paid. ......................................................................................... 68
ARTICLE XV - MISCELLANEOUS .......................................................................................... 69
Section 15.1. Benefits of Indenture Limited to Parties. .......................................................... 69
Section 15.2. Successor is Deemed Included in all References to Predecessor. .................... 69
Section 15.3. Execution of Documents and Proof of Ownership by Owners. ........................ 69
Section 15.4. No Waiver of Personal Liability. ...................................................................... 69
Section 15.5. Notices to and Demands on City and Trustee. .................................................. 70
Section 15.6. Partial Invalidity................................................................................................ 70
Section 15.7. Applicable Laws. .............................................................................................. 71
Section 15.8. Payment on Business Day. ................................................................................ 71
Section 15.9. CFA Agreement Amendments and Supplements. ............................................ 71
Section 15.10. Counterparts. ..................................................................................................... 71
Section 15.11. Texas Government Code Verifications. ............................................................ 71
INDENTURE OF TRUST
THIS INDENTURE, dated as of July 1, 2026, is by and between the CITY OF ANNA,
TEXAS (the “City”), and REGIONS BANK, an Alabama state banking corporation with offices
in Houston, Texas, as trustee (together with its successors, the “Trustee”). Capitalized terms used
in the preambles, recitals and granting clauses and not otherwise defined shall have the meanings
assigned thereto in Article I.
WHEREAS, on October 29, 2025, a petition (the “Petition”) was submitted and filed
with the City Secretary of the City (the “City Secretary”) pursuant to the Public Improvement
District Assessment Act, Chapter 372, Texas Local Government Code, as amended (the “Act” or
“PID Act”), requesting the creation of a public improvement district located within the corporate
limits of the City to be known as “Liberty Hills Public Improvement District No. 2” (the
“District”); and
WHEREAS, the Petition contained the signatures of the owners of taxable real property
representing more than fifty percent of the appraised value of taxable real property liable for
assessment within the District, as determined by the then current ad valorem tax rolls of the
Collin Central Appraisal District, and the signatures of record property owners who own taxable
real property that constitutes more than fifty percent of the area of all taxable property that is
liable for assessment by the District; and
WHEREAS, on November 17, 2025, the City Council of the City (the “City Council”)
adopted Resolution No. 2025-11-1851 accepting the Petition and calling a public hearing on the
creation of the District on December 9, 2025; and
WHEREAS, on December 9, 2025, after due notice, the City Council held the public
hearing in the manner required by law on the advisability of the improvement projects and
services described in the Petition as required by Section 372.009 of the PID Act and, on
December 9, 2025, the City Council made the findings required by Section 372.009(b) of the
PID Act and, by Resolution No. 2025-12-1868 adopted by the City Council (the “Creation
Resolution”), authorized the District in accordance with its finding as to the advisability of the
improvement projects and services; and
WHEREAS, following the adoption of the Creation Resolution, the City recorded said
Creation Resolution in the real property records of Collin County, Texas as Document No.
2025000161951; and
WHEREAS, no written protests of the District from any owners of record of property
within the District were filed with the City Secretary within 20 days after the date of adoption of
said Creation Resolution; and
WHEREAS, on May 26, 2026, the City Council called for a public hearing to be held to
consider the proposed Improvement Area #1 Assessment Roll, the Service and Assessment Plan
and the levy of the Improvement Area #1 Assessments on the Improvement Area #1 Assessed
Property, and the City (i) published notice of such public hearing in a newspaper of general
circulation in the City and (ii) mailed notice of such public hearing to the last known address of
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the owners of the property liable for the Improvement Area #1 Assessments pursuant to Section
372.016(c) of the Act; and
WHEREAS, the City Council convened the public hearing on June 23, 2026, at which all
persons who appeared, or requested to appear, in person or by their attorney, were given the
opportunity to contend for or contest the Service and Assessment Plan, the Improvement Area #1
Assessment Roll and the Improvement Area #1 Assessments, and to offer testimony pertinent to
any issue presented on the amount of the Improvement Area #1 Assessments, the allocation of
the costs of Improvement Area #1 Improvements, the purposes of the Improvement Area #1
Assessments, the special benefits of the Improvement Area #1 Assessments and the penalties and
interest on Improvement Area #1 Annual Installments and on delinquent Improvement Area #1
Annual Installments of the Improvement Area #1 Assessments; and
WHEREAS, at the June 23, 2026 public hearing referenced above, there were no written
objections or evidence submitted to the City Secretary in opposition to the Service and
Assessment Plan, the allocation of the costs of the Improvement Area #1 Improvements, the
Improvement Area #1 Assessment Roll or the levy of the Improvement Area #1 Assessments;
and
WHEREAS, the City Council closed the public hearing and, after considering all written
and documentary evidence presented at the public hearing, including all written comments and
statements filed with the City, at the meeting held on June 23, 2026, approved and accepted the
Service and Assessment Plan in conformity with the requirements of the PID Act and adopted
the Assessment Ordinance, which Assessment Ordinance approved the Improvement Area #1
Assessment Roll and levied the Improvement Area #1 Assessments; and
WHEREAS, the City Council is authorized by the PID Act to issue revenue bonds
payable from the Improvement Area #1 Assessments for the purposes of (i) paying a portion of
the costs of the Improvement Area #1 Improvements, (ii) paying a portion of the interest on the
Bonds during and after the period of acquisition and construction of the Improvement Area #1
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; and
WHEREAS, the City Council now desires to issue its revenue bonds, in accordance with
the PID Act, such bonds to be entitled “City of Anna, Texas, Special Assessment Revenue
Bonds, Series 2026 (Liberty Hills Public Improvement District No. 2 Improvement Area #1
Project)” (the “Bonds”), such Bonds being payable solely from the Trust Estate and for the
purposes set forth in this preamble; and
WHEREAS, the Trustee has agreed to accept the trusts herein created upon the terms set
forth in this Indenture;
NOW, THEREFORE, the City, in consideration of the foregoing premises and
acceptance by the Trustee of the trusts herein created, of the purchase and acceptance of the
Bonds by the Owners thereof, and of other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, does hereby GRANT, CONVEY, PLEDGE,
TRANSFER, ASSIGN, and DELIVER to the Trustee for the benefit of the Owners, a first lien
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on, a security interest in, and pledge of all of the moneys, rights and properties described in the
Granting Clauses hereof, as follows (collectively, the “Trust Estate”):
FIRST GRANTING CLAUSE
The Pledged Revenues, as herein defined, including all moneys and investments held in
the Pledged Funds, including any contract or any evidence of indebtedness related thereto or
other rights of the City to receive any of such moneys or investments, whether now existing or
hereafter coming into existence, and whether now or hereafter acquired; and
SECOND GRANTING CLAUSE
Any and all other property or money of every name and nature which is, from time to
time hereafter by delivery or by writing of any kind, conveyed, pledged, assigned or transferred,
to the Trustee as additional security hereunder by the City or by anyone on its behalf or with its
written consent, and the Trustee is hereby authorized to receive any and all such property or
money at any and all times and to hold and apply the same subject to the terms thereof; and
THIRD GRANTING CLAUSE
Any and all proceeds of the foregoing property and proceeds from the investment of the
foregoing property;
TO HAVE AND TO HOLD the Trust Estate, whether now owned or hereafter acquired,
unto the Trustee and its successors or assigns;
IN TRUST NEVERTHELESS, upon the terms and trusts herein set forth for the benefit
of all present and future Owners of the Bonds from time to time issued under and secured by this
Indenture, and for enforcement of the payment of the Bonds in accordance with their terms, and
for the performance of and compliance with the obligations, covenants, and conditions of this
Indenture;
PROVIDED, HOWEVER, if the City or its assigns shall well and truly pay, or cause to
be paid, the principal or Redemption Price of and the interest on the Bonds at the times and in the
manner stated in the Bonds, according to the true intent and meaning thereof, then this Indenture
and the rights hereby granted shall cease, terminate and be void; otherwise this Indenture is to be
and remain in full force and effect;
IN ADDITION, the Bonds are special, limited obligations of the City payable solely from
the Trust Estate, as and to the extent provided in this Indenture. The Bonds do not give rise to a
charge against the general credit or taxing powers of the City and are not payable except as
provided in this Indenture. Notwithstanding anything to the contrary herein, the Owners of the
Bonds shall never have the right to demand payment thereof out of any funds of the City other
than the Trust Estate. The City shall have no legal or moral obligation to pay for the Bonds out
of any funds of the City other than the Trust Estate.
THIS INDENTURE FURTHER WITNESSETH, and it is expressly declared, that all
Bonds issued and secured hereunder are to be issued, authenticated, and delivered and the Trust
Estate hereby created, assigned, and pledged is to be dealt with and disposed of under, upon and
subject to the terms, conditions, stipulations, covenants, agreements, trusts, uses, and purposes as
4
hereinafter expressed, and the City has agreed and covenanted, and does hereby agree and
covenant, with the Trustee and with the respective Owners from time to time of the Bonds as
follows:
ARTICLE I
DEFINITIONS, FINDINGS AND INTERPRETATION
Section 1.1. Definitions.
Unless otherwise expressly provided or unless the context clearly requires otherwise in
this Indenture, the following terms shall have the meanings specified below:
“Account”, in the singular, means any of the accounts established pursuant to Section 6.1
of this Indenture, and “Accounts”, in the plural, means, collectively, all of the accounts
established pursuant to Section 6.1 of this Indenture.
“Actual Costs” mean with respect to Improvement Area #1 Improvements, the actual
costs paid or incurred by or on behalf of the Developer, (either directly or through affiliates),
including: (1) the costs for the design, planning, financing, administration/management,
acquisition, installation, construction and/or implementation of such Improvement Area #1
Improvements; (2) the fees paid for obtaining permits, licenses, or other governmental approvals
for such Improvement Area #1 Improvements; (3) the costs for external professional services,
such as engineering, geotechnical, surveying, land planning, architectural landscapers,
appraisals, legal, accounting, and similar professional services; (4) the costs for all labor, bonds,
and materials, including equipment and fixtures, owing to contractors, builders, and materialmen
engaged in connection with the acquisition, construction, or implementation of the Improvement
Area #1 Improvements; (5) all related permitting and public approval expenses, and
architectural, engineering, consulting, and other governmental fees and charges; and (6) costs to
implement, administer, and manage the above‐described activities including, but not limited to, a
construction management fee equal to four percent (4%) of construction costs if managed by or
on behalf of the Developer.
“Additional Interest” means the amount collected by the application of the Additional
Interest Rate.
“Additional Interest Rate” means the up to 0.50% additional interest charged on the
Improvement Area #1 Assessments pursuant to Section 372.018 of the PID Act.
“Administrative Fund” means that Fund established by Section 6.1 of this Indenture and
administered pursuant to Section 6.9 of this Indenture.
“Administrator” means the City or independent firm designated by the City who shall
have the responsibilities provided in the Service and Assessment Plan, this Indenture, or any
other agreement or document approved by the City related to the duties and responsibilities of
the administration of the District.
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“Annual Collection Costs” mean the actual or budgeted costs and expenses related to the
operation of the District, including, but not limited to, costs and expenses for: (1) the
Administrator; (2) City staff; (3) legal counsel, engineers, accountants, financial advisors, and
other consultants engaged by the City; (4) calculating, collecting, and maintaining records with
respect to Improvement Area #1 Assessments and Improvement Area #1 Annual Installments;
(5) preparing and maintaining records with respect to the Improvement Area #1 Assessment Roll
and Annual Service Plan Updates; (6) paying and redeeming Bonds; (7) investing or depositing
Improvement Area #1 Assessments and Improvement Area #1 Annual Installments; (8)
complying with this Service and Assessment Plan, the PID Act, and this Indenture, with respect
to the Bonds, including the City’s continuing disclosure requirements; and (9) the paying
agent/registrar and Trustee in connection with the Bonds, including their respective legal
counsel. Annual Collection Costs collected but not expended in any year shall be carried
forward and applied to reduce Annual Collection Costs for subsequent years.
“Annual Debt Service” means, for each Bond Year, the sum of (i) the interest due on the
Outstanding Bonds in such Bond Year (excluding interest paid from funds on deposit in the
Capitalized Interest Account of the Bond Fund), assuming that the Outstanding Bonds are retired
as scheduled (including by reason of Sinking Fund Installments), and (ii) the principal amount of
the Outstanding Bonds due in such Bond Year (including any Sinking Fund Installments due in
such Bond Year).
“Annual Service Plan Update” means an update to the Service and Assessment Plan
prepared no less frequently than annually by the Administrator and approved by the City
Council.
“Applicable Laws” means the PID Act, and all other laws or statutes, rules, or
regulations, and any amendments thereto, of the State or of the United States of America, by
which the City and its powers, securities, operations, and procedures are, or may be, governed or
from which its powers may be derived.
“Assessment Ordinance” means the ordinance adopted by the City Council on June 23,
2026, as may be amended or supplemented, that levied the Improvement Area #1 Assessments
on the Improvement Area #1 Assessed Property.
“Assessment Revenues” means the revenues received by the City from the collection of
Improvement Area #1 Assessments, including Prepayments, Improvement Area #1 Annual
Installments and Foreclosure Proceeds.
“Attorney General” means the Attorney General of the State.
“Authorized Denomination” means $100,000 and any integral multiple of $1,000 in
excess thereof. Subject to subsection 4.5(a) hereof, the City prohibits any Bond to be issued in a
denomination of less than $100,000 and further prohibits the assignment of a CUSIP number to
any Bond with a denomination of less than $100,000, and any attempt to accomplish either of the
foregoing shall be void and of no effect.
“Authorized Improvements” mean those improvements authorized by Section 372.003 of
the PID Act, including those described in the Service and Assessment Plan.
6
“Bond” means any of the Bonds.
“Bond Counsel” means McCall, Parkhurst & Horton L.L.P. or any other attorney or firm
of attorneys designated by the City that are nationally recognized for expertise in rendering
opinions as to the legality and tax-exempt status of securities issued by public entities.
“Bond Fund” means the Fund established pursuant to Section 6.1 and administered
pursuant to Section 6.4 of this Indenture.
“Bond Ordinance” means the ordinance adopted by the City Council on June 23, 2026
authorizing the issuance of the Bonds pursuant to this Indenture.
“Bond Pledged Revenue Account” means the Account in the Pledged Revenue Fund
established pursuant to Section 6.1 of this Indenture.
“Bond Year” means the one-year period beginning on October 1 in each year and ending
on September 30 in the following year.
“Bonds” means the City’s bonds authorized to be issued by Section 3.1 of this Indenture
entitled “City of Anna, Texas, Special Assessment Revenue Bonds, Series 2026 (Liberty Hills
Public Improvement District No. 2 Improvement Area #1 Project)” and, in the event the City
issues Refunding Bonds pursuant to Section 13.2 hereof, the term “Bonds” shall include such
Refunding Bonds.
“Business Day” means any day other than a Saturday, Sunday or legal holiday in the
State observed as such by the City or the Trustee or any national holiday observed by the
Trustee.
“Capitalized Interest Account” means the Account in the Bond Fund established pursuant
to Section 6.1 of this Indenture.
“Certification for Payment” means, with respect to payment or reimbursement of
Improvement Area #1 Improvements, a certificate substantially in the form of Exhibit B attached
to the CFA Agreement and executed by a Person approved by the City Representative that is
delivered to the City Representative and the Trustee specifying the amount of work performed
and the Improvement Area #1 Improvements thereof, and requesting payment for such
Improvement Area #1 Improvements from money on deposit in the Improvement Area #1 Bond
Improvement Account of the Project Fund as further described in the CFA Agreement and
Section 6.5 of this Indenture.
“CFA Agreement” means the “Liberty Hills Public Improvement District No. 2
Improvement Area #1 Construction, Funding and Acquisition Agreement” by and between the
City and the Developer, dated as of June 23, 2026, as may be amended and/or supplemented
from time to time, which provides, in part, for the construction and maintenance of the
Improvement Area #1 Improvements, the issuance of the Bonds, and the payment or
reimbursement of costs of Improvement Area #1 Improvements.
7
“City Certificate” means written instructions by the City, executed by a City
Representative.
“City Representative” means that official or agent of the City authorized by the City
Council to undertake the action referenced herein.
“Closing Disbursement Request” means the certificate, substantially in the form of
Exhibit A to the CFA Agreement or such other form agreed to by the Developer, Administrator,
and City Representative, executed by an engineer, construction manager or other person or entity
acceptable to the City, as evidenced by the signature of a City Representative, specifying the
amounts to be disbursed for the costs related to the creation of the District.
“Code” means the Internal Revenue Code of 1986, as amended, including applicable
regulations, published rulings and court decisions.
“Comptroller” means the Comptroller of Public Accounts of the State.
“Costs of Issuance Account” means the Account in the Project Fund established pursuant
to Section 6.1 of this Indenture.
“Defeasance Securities” means Investment Securities then authorized by applicable law
for the investment of funds to defease public securities.
“Delinquency and Prepayment Reserve Account” means the reserve account administered
by the City and segregated from other funds of the City and established by Section 6.1 of this
Indenture.
“Delinquency and Prepayment Reserve Requirement” means an amount equal to 5.00%
of the principal amount of the Outstanding Bonds to be funded from the Additional Interest
deposited to the Pledged Revenue Fund and transferred to the Delinquency and Prepayment
Reserve Account.
“Delinquent Collection Costs” mean costs related to the foreclosure on Improvement
Area #1 Assessed Property and the costs of collection of delinquent Improvement Area #1
Assessments, delinquent Improvement Area #1 Annual Installments, or any other delinquent
amounts due under the Service and Assessment Plan, including penalties and reasonable
attorney’s fees actually paid, but excluding amounts representing interest and penalty interest.
“Delivery Date” means July 22, 2026, which is the date of delivery of the Bonds to the
initial purchaser or purchasers thereof against payment therefor.
“Designated Payment/Transfer Office” means (i) with respect to the initial Paying
Agent/Registrar named in this Indenture, the transfer/payment office designated by the Paying
Agent/Registrar, which shall initially be located in Houston, Texas, and (ii) with respect to any
successor Paying Agent/Registrar, the office of such successor designated and located as may be
agreed upon by the City and such successor.
8
“Developer” means VC Liberty Hills, LLC, a Delaware limited liability company, and
any successors or assigns that intend to develop property in Improvement Area #1 of the District
for the ultimate purpose of transferring title to end users.
“DTC” means The Depository Trust Company of New York, New York, or any successor
securities depository.
“DTC Participant” means brokers and dealers, banks, trust companies, clearing
corporations, and certain other organizations on whose behalf DTC was created to hold securities
to facilitate the clearance and settlement of securities transactions among DTC Participants.
“Foreclosure Proceeds” means the proceeds, including interest and penalty interest,
received by the City from the enforcement of the Improvement Area #1 Assessments against any
Improvement Area #1 Assessed Property, whether by foreclosure of lien or otherwise, but
excluding and net of all Delinquent Collection Costs.
“Fund”, in the singular, means any of the funds established pursuant to Section 6.1 of this
Indenture, and “Funds”, in the plural, means, collectively, all of the funds established pursuant to
Section 6.1 of this Indenture.
“Improvement Area #1” means that portion of the District generally described in Section
II of the Service and Assessment Plan and generally shown in Exhibit A-2 to the Service and
Assessment Plan and as specifically described in Exhibit K-2 to the Service and Assessment
Plan.
“Improvement Area #1 Annual Installments” means, with respect to each Parcel of
Improvement Area #1 Assessed Property, each annual payment of: (i) the principal of and
interest on the Improvement Area #1 Assessments as shown on the Improvement Area #1
Assessment Roll or in an Annual Service Plan Update, and as shown in Exhibit F-2 to the
Service and Assessment Plan, and calculated as provided in Section VI of the Service and
Assessment Plan, (ii) Annual Collection Costs and (iii) the Additional Interest.
“Improvement Area #1 Assessed Property” means the property located in Improvement
Area #1 that benefits from the Improvement Area #1 Authorized Improvements and is defined as
the “Improvement Area #1 Assessed Property” in the Service and Assessment Plan.
“Improvement Area #1 Assessment Roll” means the “Improvement Area #1 Assessment
Roll”, which document is attached to the Service and Assessment Plan as Exhibit F-1, as
updated, modified or amended from time to time.
“Improvement Area #1 Assessments” means an assessment levied against Improvement
Area #1 Assessed Property based on the special benefit conferred on such Improvement Area #1
Assessed Property by the Improvement Area #1 Improvements.
“Improvement Area #1 Improvements” means the Authorized Improvements which only
benefit the Improvement Area #1 Assessed Property, as further described in Section III.A and
depicted on Exhibit G-2 to the Service and Assessment Plan.
9
“Indenture” means this Indenture of Trust as originally executed or as it may be from
time to time supplemented or amended by one or more indentures supplemental hereto and
entered into pursuant to the applicable provisions hereof.
“Independent Financial Consultant” means any consultant or firm of such consultants
appointed by the City who, or each of whom: (i) is judged by the City, as the case may be, to
have experience in matters relating to the issuance and/or administration of the Bonds; (ii) is in
fact independent and not under the domination of the City; (iii) does not have any substantial
interest, direct or indirect, with or in the City, or any owner of real property in the District, or any
real property in the District; and (iv) is not connected with the City as an officer or employee of
the City, but who may be regularly retained to make reports to the City.
“Initial Bonds” means the Initial Bonds authorized by Section 5.2 of this Indenture.
“Interest Payment Date” means the date or dates upon which interest on the Bonds is
scheduled to be paid until their respective dates of maturity or prior redemption, such dates being
on March 15 and September 15 of each year, commencing March 15, 2027.
“Investment Securities” means those authorized investments described in the Public
Funds Investment Act, Chapter 2256, Government Code, as amended, which investments 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. Such Investment Securities may include money market
funds that are rated in either of the two highest categories by a rating agency, including funds for
which the Trustee and/or its affiliates provide investment advisory or other management
services; provided that such money market funds are authorized investments described in the
Public Funds Investment Act, Chapter 2256, Government Code, as amended.
“Other Obligations” means any bonds, temporary notes, time warrants, or an obligation
under an installment sale contract or reimbursement agreement secured in whole or in part by an
assessment, other than the Improvement Area #1 Assessments securing the Bonds, levied against
property within Improvement Area #1 in accordance with the PID Act.
“Outstanding” means, as of any particular date when used with reference to Bonds, all
Bonds authenticated and delivered under this Indenture except (i) any Bond that has been
canceled by the Trustee (or has been delivered to the Trustee for cancellation) at or before such
date, (ii) any Bond for which the payment of the principal or Redemption Price of and interest on
such Bond shall have been made as provided in Article IV, (iii) any Bond in lieu of or in
substitution for which a new Bond shall have been authenticated and delivered pursuant to
Section 3.10 of this Indenture and (iv) any Bond alleged to have been mutilated, destroyed, lost
or stolen which have been paid as provided in this Indenture.
“Owner” means the Person who is the registered owner of a Bond or Bonds, as shown in
the Register, which shall be Cede & Co., as nominee for DTC, so long as the Bonds are in book-
entry only form and held by DTC as securities depository in accordance with Section 3.11 of this
Indenture.
“Parcel” or “Parcels” means a parcel or parcels within the District identified by either a
tax map identification number assigned by the Collin Central Appraisal District for real property
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tax purposes or by lot and block number in a final subdivision plat recorded in the real property
records of Collin County.
“Paying Agent/Registrar” means initially the Trustee, or any successor thereto as
provided in this Indenture.
“Person” or “Persons” means any individual, corporation, partnership, limited liability
company, joint venture, association, joint-stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.
“PID Act” means the Public Improvement District Assessment Act, Subchapter A of
Chapter 372, Texas Local Government Code, as amended.
“Pledged Funds” means, collectively, the Pledged Revenue Fund, the Bond Fund, the
Project Fund, the Reserve Fund and the Redemption Fund.
“Pledged Revenue Fund” means that fund established pursuant to Section 6.1 of this
Indenture and administered pursuant to Section 6.3 of this Indenture.
“Pledged Revenues” means, collectively, the (i) Assessment Revenues (excluding the
portion of the Improvement Area #1 Assessments and Improvement Area #1 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.
“Prepayment” means the payment of all or a portion of an Improvement Area #1
Assessment before the due date thereof. Amounts received at the time of a Prepayment which
represent a payment of principal, interest or penalties on a delinquent installment of an
Improvement Area #1 Assessment are not to be considered a Prepayment, but rather are to be
treated as the payment of the regularly scheduled Improvement Area #1 Annual Installment.
“Principal and Interest Account” means the Account in the Bond Fund established
pursuant to Section 6.1 of this Indenture.
“Project Fund” means that fund established pursuant to Section 6.1 and administered
pursuant to Section 6.5.
“Purchaser” means the initial purchaser of the Bonds.
“Rebatable Arbitrage” means rebatable arbitrage as defined in Section 1.148-3 of the
Treasury Regulations.
“Rebate Fund” means that Fund established pursuant to Section 6.1 of this Indenture and
administered pursuant to Section 6.8 of this Indenture.
“Record Date” means the close of business on the last Business Day of the month next
preceding an Interest Payment Date.
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“Redemption Fund” means that Fund established pursuant to Section 6.1 of this Indenture
and administered pursuant to Section 6.6 of this Indenture.
“Redemption Price” means, when used with respect to any Bond or portion thereof, the
principal amount of such Bond or such portion thereof plus the applicable premium, if any, plus
accrued and unpaid interest on such Bond to the date fixed for redemption payable upon
redemption thereof pursuant to this Indenture.
“Refunding Bonds” means bonds issued to refund all or any portion of the Outstanding
Bonds and secured by a parity lien with the Outstanding Bonds on the Trust Estate, as more
specifically described in the Supplemental Indenture authorizing such Refunding Bonds.
“Register” means the register specified in Article III of this Indenture.
“Reserve Account” means the Account in the Reserve Fund established pursuant to
Section 6.1 of this Indenture.
“Reserve Account Requirement” means 100% of average Annual Debt Service on the
Bonds as of the Delivery Date; provided, however, that such amount shall be reduced by the
amount of any transfers made pursuant to Section 6.7(c); and provided further that as a result of
(1) an optional redemption pursuant to Section 4.3 or (2) an extraordinary optional redemption
pursuant to Section 4.4, 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. As of the Delivery
Date, the Reserve Account Requirement is $__________.
“Reserve Fund” means that Fund established pursuant to Section 6.1 of this Indenture and
administered pursuant to Section 6.7 of this Indenture.
“Reserve Fund Obligations” means cash or Investment Securities.
“Service and Assessment Plan” means the document, including the Improvement Area #1
Assessment Roll, which is attached as Exhibit A to the Assessment Ordinance, as may be
updated, amended and supplemented from time to time.
“Sinking Fund Installment” means the amount of money to redeem or pay at maturity the
principal of a Stated Maturity of Bonds payable from such installments at the times and in the
amounts provided in Section 4.2 of this Indenture.
“Special Record Date” has the meaning set forth in in the form of Bond included in
Section 5.2 hereof.
“State” means the State of Texas.
“Stated Maturity” means the date the Bonds, or any portion of the Bonds, as applicable,
are scheduled to mature without regard to any redemption or Prepayment.
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“Supplemental Indenture” means an indenture which has been duly executed by the
Trustee and a City Representative pursuant to an ordinance adopted by the City Council and
which indenture amends or supplements this Indenture, but only if and to the extent that such
indenture is specifically authorized hereunder.
“Treasury Regulations” shall have the meaning assigned to such term in Section 7.5(c).
“Trust Estate” means the Trust Estate described in the granting clauses of this Indenture.
“Trustee” means Regions Bank, Houston, Texas, an Alabama state banking corporation
with offices in Houston, Texas and authorized to do business in the State, in its capacity as
trustee hereunder, and its successors, and any other corporation or association that may at any
time be substituted in its place, as provided in Article IX, such entity to serve as Trustee and
Paying Agent/Registrar for the Bonds.
“Value of Investment Securities” means the amortized value of any Investment Securities,
provided, however, that all United States of America, United States Treasury Obligations – State
and Local Government Series shall be valued at par and those obligations which are redeemable
at the option of the holder shall be valued at the price at which such obligations are then
redeemable. The computations shall include accrued interest on the investment securities paid as
a part of the purchase price thereof and not collected. For the purposes of this definition
“amortized value,” when used with respect to a security purchased at par means the purchase
price of such security and when used with respect to a security purchased at a premium above or
discount below par, means as of any subsequent date of valuation, the value obtained by dividing
the total premium or discount by the number of interest payment dates remaining to maturity on
any such security after such purchase and by multiplying the amount as calculated by the number
of interest payment dates having passed since the date of purchase and (i) in the case of a
security purchased at a premium, by deducting the product thus obtained from the purchase
price, and (ii) in the case of a security purchased at a discount, by adding the product thus
obtained to the purchase price.
Section 1.2. Findings.
The declarations, determinations and findings declared, made and found in the preamble
to this Indenture are hereby adopted, restated and made a part of the operative provisions hereof.
Section 1.3. Table of Contents, Titles and Headings.
The table of contents, titles, and headings of the Articles and Sections of this Indenture
have been inserted for convenience of reference only and are not to be considered a part hereof
and shall not in any way modify or restrict any of the terms or provisions hereof and shall never
be considered or given any effect in construing this Indenture or any provision hereof or in
ascertaining intent, if any question of intent should arise.
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Section 1.4. Interpretation.
(a) Unless the context requires otherwise, words of the masculine gender shall be
construed to include correlative words of the feminine and neuter genders and vice versa, and
words of the singular number shall be construed to include correlative words of the plural
number and vice versa.
(b) Words importing persons include any individual, corporation, limited liability
company, partnership, joint venture, association, joint stock company, trust, unincorporated
organization or government or agency or political subdivision thereof.
(c) Any reference to a particular Article or Section shall be to such Article or Section
of this Indenture unless the context shall require otherwise.
(d) This Indenture and all the terms and provisions hereof shall be liberally construed
to effectuate the purposes set forth herein to sustain the validity of this Indenture.
ARTICLE II
THE BONDS
Section 2.1. Security for the Bonds.
(a) The Bonds, as to principal, interest and redemption premium, if any, are and shall
be equally and ratably secured by and payable from a first lien on, security interest in, and pledge
of the Trust Estate.
(b) The lien on, security interest in and pledge of the Trust Estate shall be valid and
binding and fully perfected from and after the Delivery Date, without physical delivery or
transfer of control of the Trust Estate, the filing of this Indenture or any other act; all as provided
in Chapter 1208 of the Texas Government Code, as amended, which applies to the issuance of
the Bonds and the pledge of the Trust Estate granted by the City under this 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 this
Indenture is to be subject to the filing requirements of Chapter 9, Business and Commerce Code,
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 State law to comply with the applicable provisions of Chapter 9, Business and
Commerce Code and enable a filing to perfect the security interest in said pledge to occur.
Section 2.2. Limited Obligations.
The Bonds are special and limited obligations of the City, payable solely from and
secured solely by the Trust Estate; and the Bonds shall never be payable out of funds raised or to
be raised by taxation or from any other revenues, properties or income of the City.
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Section 2.3. Authorization for Indenture.
The terms and provisions of this Indenture and the execution and delivery hereof by the
City to the Trustee have been duly authorized by official action of the City Council. The City
has ascertained and it is hereby determined and declared that the execution and delivery of this
Indenture is necessary to carry out and effectuate the purposes set forth in the preambles of this
Indenture and that each and every covenant or agreement herein contained and made is
necessary, useful and/or convenient in order to better secure the Bonds and is a contract or
agreement necessary, useful and/or convenient to carry out and effectuate the purposes herein
described.
Section 2.4. Contract with Owners and Trustee.
(a) The purposes of this Indenture are to establish a lien and the security for, and to
prescribe the minimum standards for the authorization, issuance, execution and delivery of, the
Bonds and to prescribe the rights of the Owners, and the rights and duties of the City and the
Trustee.
(b) In consideration of the purchase and acceptance of any or all of the Bonds by
those who shall purchase and hold the same from time to time, the provisions of this Indenture
shall be a part of the contract of the City with the Owners, and shall be deemed to be and shall
constitute a contract among the City, the Owners, and the Trustee.
ARTICLE III
AUTHORIZATION; GENERAL TERMS AND PROVISIONS REGARDING THE
BONDS
Section 3.1. Authorization.
The Bonds are hereby authorized to be issued and delivered in accordance with the
Constitution and laws of the State, including particularly the PID Act. The Bonds shall be issued
in the aggregate principal amount of [$__________] for the purposes of (i) paying a portion of
the costs of the Improvement Area #1 Improvements, (ii) paying a portion of the interest on the
Bonds during and after the period of acquisition and construction of the Improvement Area #1
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.
Section 3.2. Date, Denomination, Maturities, Numbers and Interest.
(a) The Bonds shall be dated the Delivery Date and shall be issued in Authorized
Denominations. The Bonds shall be in fully registered form, without coupons, and shall be
numbered separately from R-1 upward, except the Initial Bond, which shall be numbered T-1.
(b) Interest shall accrue and be paid on each Bond from the later of the Delivery Date
or the most recent Interest Payment Date to which interest has been paid or provided for, at the
rate per annum set forth below until the principal thereof has been paid on the maturity date
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specified below, or on a date of earlier redemption, or otherwise provided for. Such interest shall
be payable semiannually on March 15 and September 15 of each year, commencing March 15,
2027, computed on the basis of a 360-day year of twelve 30-day months.
(c) The Bonds shall mature on September 15 in the years and in the principal
amounts and shall bear interest at the rates set forth below:
Yea
Principal
Amount
Interest
Rate
20
20
20
(d) The Bonds shall be subject to mandatory sinking fund redemption, optional
redemption, and extraordinary optional redemption prior to maturity as provided in Article IV,
and shall otherwise have the terms, tenor, denominations, details, and specifications as set forth
in the form of Bond set forth in Section 5.2.
Section 3.3. Conditions Precedent to Delivery of Bonds.
The Bonds shall be executed by the City and delivered to the Trustee, whereupon the
Trustee shall authenticate the Bonds and, upon payment of the purchase price of the Bonds, shall
deliver the Bonds upon the order of the City, but only upon delivery to the Trustee of:
(a) a certified copy of the Assessment Ordinance;
(b) a certified copy of the Bond Ordinance;
(c) a copy of the executed CFA Agreement with all executed amendments thereto;
(d) a copy of this Indenture executed by the Trustee and the City;
(e) an executed City Certificate directing the authentication and delivery of the
Bonds, describing the Bonds to be authenticated and delivered, designating the purchasers to
whom the Bonds are to be delivered, stating the purchase price of the Bonds and stating that all
items required by this Section are therewith delivered to the Trustee;
(f) an executed signature identification and no-litigation certificate;
(g) an executed opinion of Bond Counsel; and
(h) the approving opinion of the Attorney General of the State and the State
Comptroller’s registration certificate.
Section 3.4. Medium, Method and Place of Payment.
(a) Principal of and interest on the Bonds shall be paid in lawful money of the United
States of America, as provided in this Section.
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(b) Interest on the Bonds shall be payable to the Owners thereof as shown in the
Register at the close of business on the relevant Record Date or Special Record Date, as
applicable.
(c) Interest on the Bonds shall be paid by check, dated as of the Interest Payment
Date, and sent, first class United States mail, postage prepaid, by the Paying Agent/Registrar to
each Owner at the address of each as such appears in the Register or by such other customary
banking arrangement acceptable to the Paying Agent/Registrar and the Owner; provided,
however, the Owner shall bear all risk and expense of such other banking arrangement.
(d) The principal of each Bond shall be paid to the Owner of such Bond on the due
date thereof, whether at the maturity date or the date of prior redemption thereof, upon
presentation and surrender of such Bond at the Designated Payment/Transfer Office of the
Paying Agent/Registrar.
(e) If the date for the payment of the principal of or interest on the Bonds shall be a
Saturday, Sunday, legal holiday, or day on which banking institutions in the city where the
Designated Payment/Transfer Office of the Paying Agent/Registrar is located are required or
authorized by law or executive order to close, the date for such payment shall be the next
succeeding day that is not a Saturday, Sunday, legal holiday, or day on which banking
institutions are required or authorized to close, and payment on such date shall for all purposes
be deemed to have been made on the due date thereof as specified in Section 3.2 of this
Indenture.
(f) Unclaimed payments of amounts due hereunder shall be segregated in a special
account and held in trust, uninvested by the Paying Agent/Registrar, for the account of the
Owner of the Bonds to which such unclaimed payments pertain. Subject to any escheat,
abandoned property, or similar law of the State, any such payments remaining unclaimed by the
Owners entitled thereto for three (3) years after the applicable payment or redemption date shall
be applied to the next payment or payments on the Bonds thereafter coming due and, to the
extent any such money remains after the retirement of all Outstanding Bonds, shall be paid to the
City to be used for any lawful purpose. Thereafter, none of the City, the Paying Agent/Registrar,
or any other Person shall be liable or responsible to any holders of such Bonds for any further
payment of such unclaimed moneys or on account of any such Bonds, subject to any applicable
escheat law or similar law of the State.
Section 3.5. Execution and Registration of Bonds.
(a) The Bonds shall be executed on behalf of the City by the Mayor (or in the
Mayor’s absence, the Mayor Pro-Tem) and City Secretary (or in the City Secretary’s absence,
the Deputy City Secretary), by their manual or facsimile signatures, and the official seal of the
City shall be impressed or placed in facsimile thereon such facsimile signatures on the Bonds
shall have the same effect as if each of the Bonds had been signed manually and in person by
each of said officers, and such facsimile seal on the Bonds shall have the same effect as if the
official seal of the City had been manually impressed upon each of the Bonds.
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(b) In the event that any officer of the City whose manual or facsimile signature
appears on the Bonds ceases to be such officer before the authentication of such Bonds or before
the delivery thereof, such manual or facsimile signature nevertheless shall be valid and sufficient
for all purposes as if such officer had remained in such office.
(c) Except as provided below, no Bond shall be valid or obligatory for any purpose or
be entitled to any security or benefit of this Indenture unless and until there appears thereon the
Certificate of Trustee substantially in the form provided herein, duly authenticated by manual
execution by an officer or duly authorized signatory of the Trustee. It shall not be required that
the same officer or authorized signatory of the Trustee sign the Certificate of Trustee on all of
the Bonds. In lieu of the executed Certificate of Trustee described above, the Initial Bond
delivered on the Delivery Date shall have attached thereto the Comptroller’s Registration
Certificate substantially in the form provided herein, manually executed by the Comptroller, or
by his duly authorized agent, which certificate shall be evidence that the Initial Bond has been
duly approved by the Attorney General, is a valid and binding obligation of the City, and has
been registered by the Comptroller.
(d) On the Delivery Date, one Initial Bond representing the entire principal amount of
all Bonds, payable in stated installments to the Purchaser, or its designee, executed with the
manual or facsimile signatures of the Mayor (or in the Mayor’s Absence, the Mayor Pro-Tem)
and the City Secretary (or in the City Secretary’s Absence, the Deputy City Secretary) , approved
by the Attorney General, and registered and manually signed by the Comptroller, will be
delivered to the Purchaser or its designee. Upon payment for the Initial Bond, the Trustee shall
cancel the Initial Bond and deliver to DTC on behalf of the Purchaser one registered definitive
Bond for each year of maturity of the Bonds, in the aggregate principal amount of all Bonds for
such maturity, registered in the name of Cede & Co., as nominee of DTC.
Section 3.6 Refunding Bonds.
(a) Except in accordance with the provisions of this Indenture, including Section
13.2, the City shall not issue additional bonds, notes or other obligations payable from any
portion of the Trust Estate, 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 of Texas. Except as limited by the
terms of this Indenture, including Section 13.2, the City reserves the right to incur debt payable
from sources other than the Trust Estate, including revenue derived from contracts with other
entities, including private corporations, municipalities and political subdivisions issued
particularly for the purchase, construction, improvement, extension, replacement, enlargement or
repair of the facilities needed in performing any such contract.
(b) The principal of all Refunding Bonds must be scheduled to be paid, be subject to
mandatory sinking fund redemption or mature on September 15 of the years in which such
principal is scheduled to be paid. All Refunding Bonds must bear interest at a fixed rate and any
interest payment dates for Refunding Bonds must be March 15 and September 15. The date, rate
or rates of interest on, interest payment dates, maturity dates, redemption and all other terms and
provisions of Refunding Bonds shall be set forth in a Supplemental Indenture.
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(c) Upon their authorization by the City, the Refunding Bonds of a series issued
under this Section 3.6 and in accordance with Article IV hereof shall be issued and shall be
delivered to the purchasers or owners thereof, but before, or concurrently with, the delivery of
said Refunding Bonds to such purchasers or owners there shall have been filed with the Trustee
the items required by Section 3.3 above.
Section 3.7. Ownership.
(a) The City, the Trustee, the Paying Agent/Registrar and any other Person may treat
the Person in whose name any Bond is registered as the absolute owner of such Bond for the
purpose of making and receiving payment as provided herein (except interest shall be paid to the
Person in whose name such Bond is registered on the Record Date or Special Record Date, as
applicable) and for all other purposes, whether or not such Bond is overdue, and none of the
City, the Trustee or the Paying Agent/Registrar shall be bound by any notice or knowledge to the
contrary.
(b) All payments made to the Owner of any Bond shall be valid and effectual and
shall discharge the liability of the City, the Trustee and the Paying Agent/Registrar upon such
Bond to the extent of the sums paid.
Section 3.8. Registration, Transfer and Exchange.
(a) So long as any Bond remains Outstanding, the City shall cause the Paying
Agent/Registrar to keep at the Designated Payment/Transfer Office a Register in which, subject
to such reasonable regulations as it may prescribe, the Paying Agent/Registrar shall provide for
the registration and transfer of Bonds in accordance with this Indenture. The Paying
Agent/Registrar represents and warrants that it will maintain a copy of the Register, and shall
cause the Register to be current with all registration and transfer information as from time to time
may be applicable.
(b) A Bond shall be transferable only upon the presentation and surrender thereof at
the Designated Payment/Transfer Office of the Paying Agent/Registrar with such endorsement or
other evidence of transfer as is acceptable to the Paying Agent/Registrar. No transfer of any
Bond shall be effective until entered in the Register.
(c) The Bonds shall be exchangeable upon the presentation and surrender thereof at
the Designated Payment/Transfer Office of the Paying Agent/Registrar for a Bond or Bonds of
the same maturity and interest rate and in any Authorized Denomination and in an aggregate
principal amount equal to the unpaid principal amount of the Bond presented for exchange. The
Trustee is hereby authorized to authenticate and deliver Bonds exchanged for other Bonds in
accordance with this Section.
(d) The Trustee is hereby authorized to authenticate and deliver Bonds transferred or
exchanged in accordance with this Section. A new Bond or Bonds will be delivered by the
Paying Agent/Registrar, in lieu of the Bond being transferred or exchanged, at the Designated
Payment/Transfer Office, or sent by United States mail, first class, postage prepaid, to the Owner
or his designee. Each transferred Bond delivered by the Paying Agent/Registrar in accordance
with this Section shall constitute an original contractual obligation of the City and shall be
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entitled to the benefits and security of this Indenture to the same extent as the Bond or Bonds in
lieu of which such transferred Bond is delivered.
(e) Each exchange Bond delivered in accordance with this Section shall constitute an
original contractual obligation of the City and shall be entitled to the benefits and security of this
Indenture to the same extent as the Bond or Bonds in lieu of which such exchange Bond is
delivered.
(f) No service charge shall be made to the Owner for the initial registration,
subsequent transfer, or exchange for a different Authorized Denomination of any of the Bonds.
The Paying Agent/Registrar, however, may require the Owner to pay a sum sufficient to cover
any tax or other governmental charge that is authorized to be imposed in connection with the
registration, transfer, or exchange of a Bond.
(g) Neither the City nor the Paying Agent/Registrar shall be required to issue,
transfer, or exchange any Bond or portion thereof called for redemption prior to maturity within
forty-five (45) days prior to the date fixed for redemption; provided, however, such limitation
shall not be applicable to an exchange by the Owner of the uncalled principal balance of a Bond.
Section 3.9. Cancellation.
All Bonds paid or redeemed before scheduled maturity in accordance with this Indenture,
and all Bonds in lieu of which exchange Bonds or replacement Bonds are authenticated and
delivered in accordance with this Indenture, shall be cancelled, and proper records shall be made
regarding such payment, redemption, exchange, or replacement. Whenever in this Indenture
provision is made for the cancellation by the Trustee of any Bonds, the Trustee shall dispose of
cancelled Bonds in accordance with its record retention policies.
Section 3.10. Temporary Bonds.
(a) Following the delivery and registration of the Initial Bond and pending the
preparation of definitive Bonds, the proper officers of the City may execute and, upon the City’s
request, the Trustee shall authenticate and deliver, one or more temporary Bonds that are printed,
lithographed, typewritten, mimeographed or otherwise produced, in any Authorized
Denomination, substantially of the tenor of the definitive Bonds in lieu of which they are
delivered, without coupons, and with such appropriate insertions, omissions, substitutions and
other variations as the officers of the City executing such temporary Bonds may determine, as
evidenced by their signing of such temporary Bonds.
(b) Until exchanged for Bonds in definitive form, such Bonds in temporary form shall
be entitled to the benefit and security of this Indenture.
(c) The City, without unreasonable delay, shall prepare, execute and deliver to the
Trustee the Bonds in definitive form; thereupon, upon the presentation and surrender of the Bond
or Bonds in temporary form to the Paying Agent/Registrar, the Paying Agent/Registrar shall
cancel the Bonds in temporary form and the Trustee shall authenticate and deliver in exchange
therefor a Bond or Bonds of the same maturity and series, in definitive form, in the Authorized
Denomination, and in the same aggregate principal amount, as the Bond or Bonds in temporary
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form surrendered. Such exchange shall be made without the making of any charge therefor to
any Owner.
Section 3.11. Replacement Bonds.
(a) Upon the presentation and surrender to the Paying Agent/Registrar of a mutilated
Bond, the City shall issue and the Trustee shall authenticate and deliver in exchange therefor a
replacement Bond of like tenor and principal amount, bearing a number not contemporaneously
outstanding. The City or the Paying Agent/Registrar may require the Owner of such Bond to pay
a sum sufficient to cover any tax or other governmental charge that is authorized to be imposed
in connection therewith and any other expenses connected therewith.
(b) In the event that any Bond is lost, apparently destroyed or wrongfully taken, the
City shall issue and the Trustee, pursuant to the applicable laws of the State and in the absence of
notice or knowledge that such Bond has been acquired by a bona fide purchaser, shall
authenticate and deliver a replacement Bond of like tenor and principal amount bearing a number
not contemporaneously outstanding, provided that the Owner first complies with the following
requirements:
(i) furnishes to the Paying Agent/Registrar satisfactory evidence of his or her
ownership of and the circumstances of the loss, destruction or theft of such Bond;
(ii) furnishes such security or indemnity as may be required by the Paying
Agent/Registrar and the Trustee to save them and the City harmless;
(iii) pays all expenses and charges in connection therewith, including, but not
limited to, printing costs, legal fees, fees of the Trustee and the Paying Agent/Registrar
and any tax or other governmental charge that is authorized to be imposed; and
(iv) satisfies any other reasonable requirements imposed by the City and the
Trustee.
(c) After the delivery of such replacement Bond, if a bona fide purchaser of the
original Bond in lieu of which such replacement Bond was issued presents for payment such
original Bond, the City and the Paying Agent/Registrar shall be entitled to recover such
replacement Bond from the Person to whom it was delivered or any Person taking therefrom,
except a bona fide purchaser, and shall be entitled to recover upon the security or indemnity
provided therefor to the extent of any loss, damage, cost, or expense incurred by the City, the
Paying Agent/Registrar or the Trustee in connection therewith.
(d) In the event that any such mutilated, lost, apparently destroyed or wrongfully
taken Bond has become or is about to become due and payable, the Paying Agent/Registrar, in its
discretion, instead of issuing a replacement Bond, may pay such Bond if it has become due and
payable or may pay such Bond when it becomes due and payable.
(e) Each replacement Bond delivered in accordance with this Section shall constitute
an original additional contractual obligation of the City and shall be entitled to the benefits and
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security of this Indenture to the same extent as the Bond or Bonds in lieu of which such
replacement Bond is delivered.
Section 3.12. Book-Entry-Only System.
(a) The Bonds shall initially be issued in book-entry-only form and shall be deposited
with DTC, which is hereby appointed to act as the securities depository therefor, in accordance
with the blanket issuer letter of representations from the City to DTC. On the Delivery Date, the
definitive Bonds shall be issued in the form of a single typewritten certificate for each maturity
thereof registered in the name of Cede & Co., as nominee for DTC.
(b) With respect to Bonds registered in the name of Cede & Co., as nominee of DTC,
the City and the Paying Agent/Registrar shall have no responsibility or obligation to any DTC
Participant or to any Person on behalf of whom such a DTC Participant holds an interest in the
Bonds. Without limiting the immediately preceding sentence, the City and the Paying
Agent/Registrar shall have no responsibility or obligation with respect to (i) the accuracy of the
records of DTC, Cede & Co. or any DTC Participant with respect to any ownership interest in
the Bonds, (ii) the delivery to any DTC Participant or any other Person, other than an Owner, as
shown on the Register, of any notice with respect to the Bonds, including any notice of
redemption, or (iii) the payment to any DTC Participant or any other Person, other than an
Owner, as shown in the Register of any amount with respect to principal of, premium, if any, or
interest on the Bonds. Notwithstanding any other provision of this Indenture to the contrary, the
City and the Paying Agent/Registrar shall be entitled to treat and consider the Person in whose
name each Bond is registered in the Register as the absolute owner of such Bond for the purpose
of payment of principal of, premium, if any, and interest on Bonds, for the purpose of giving
notices of redemption and other matters with respect to such Bond, for the purpose of registering
transfer with respect to such Bond, and for all other purposes whatsoever. The Paying
Agent/Registrar shall pay all principal of, premium, if any, and interest on the Bonds only to or
upon the order of the respective Owners as shown in the Register, as provided in this Indenture,
and all such payments shall be valid and effective to fully satisfy and discharge the City’s
obligations with respect to payment of principal of, premium, if any, and interest on the Bonds to
the extent of the sum or sums so paid. No Person other than an Owner, as shown in the Register,
shall receive a Bond certificate evidencing the obligation of the City to make payments of
amounts due pursuant to this Indenture. Upon delivery by DTC to the Paying Agent/Registrar of
written notice to the effect that DTC has determined to substitute a new nominee in place of
Cede & Co., and subject to the provisions in this Indenture with respect to interest checks or
drafts being mailed to the registered owner at the close of business on the Record Date or Special
Record Date, as applicable, the word “Cede & Co.” in this Indenture shall refer to such new
nominee of DTC.
Section 3.13. Successor Securities Depository: Transfer Outside Book-Entry-Only
System.
In the event that the City determines that DTC is incapable of discharging its
responsibilities described herein and in the blanket issuer letter of representations from the City
to DTC, the City shall (i) appoint a successor securities depository, qualified to act as such under
Section 17(a) of the Securities and Exchange Act of 1934, as amended, notify DTC and DTC
Participants of the appointment of such successor securities depository and transfer one or more
22
separate Bonds to such successor securities depository; or (ii) notify DTC and DTC Participants
of the availability through DTC of certificated Bonds and cause the Paying Agent/Registrar to
transfer one or more separate registered Bonds to DTC Participants having Bonds credited to
their DTC accounts. In such event, the Bonds shall no longer be restricted to being registered in
the Register in the name of Cede & Co., as nominee of DTC, but may be registered in the name
of the successor securities depository, or its nominee, or in whatever name or names Owners
transferring or exchanging Bonds shall designate, in accordance with the provisions of this
Indenture.
Section 3.14. Payments to Cede & Co.
Notwithstanding any other provision of this Indenture to the contrary, so long as any
Bonds are registered in the name of Cede & Co., as nominee of DTC, all payments with respect
to principal of, premium, if any, and interest on such Bonds, and all notices with respect to such
Bonds shall be made and given, respectively, in the manner provided in the blanket letter of
representations from the City to DTC.
ARTICLE IV
REDEMPTION OF BONDS BEFORE MATURITY
Section 4.1. Limitation on Redemption.
The Bonds shall be subject to redemption before their scheduled maturity only as
provided in this Article IV.
Section 4.2. Mandatory Sinking Fund Redemption.
(a) The Bonds maturing on September 15 in each of the years 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
moneys available for such purpose in the Principal and Interest Account of the Bond Fund
pursuant to Article VI, 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 Sinkin Fund Installment Amount
September 15, 20
September 15, 20
September 15, 20
September 15, 20
September 15, 20
September 15, 20
September 15, 20
September 15, 20
September 15, 20
September 15, 20 *
23
Term Bonds maturing September 15, 20__
Redemption Date Sinkin Fund Installment Amount
September 15, 20
September 15, 20
September 15, 20
September 15, 20
September 15, 20
September 15, 20
September 15, 20
September 15, 20
September 15, 20
September 15, 20 *
Term Bonds maturing September 15, 20__
Redemption Date Sinkin Fund Installment Amount
September 15, 20
September 15, 20
September 15, 20
September 15, 20
September 15, 20
September 15, 20
September 15, 20
September 15, 20
September 15, 20
September 15, 20 *
__________
* Stated Maturity.
(b) At least thirty (30) days prior to each mandatory sinking fund redemption date,
and subject to any prior reduction authorized by this 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 Section
4.6.
(c) The principal amount of Bonds required to be redeemed on any mandatory
sinking fund redemption date pursuant to subparagraph (a) of this Section 4.2 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.
(d) The Sinking Fund Installments of Term Bonds required to be redeemed on any
mandatory sinking fund redemption date pursuant to subparagraph (a) of this Section 4.2 shall be
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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 Sections 4.3 and 4.4,
respectively, hereof, and not previously credited to a mandatory sinking fund redemption.
Section 4.3. Optional Redemption.
The City reserves the right and option to redeem Bonds before their scheduled maturity
date, 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.
Section 4.4. 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 (including related transfers to the
Redemption Fund as provided in Section 6.7(c)) or any other transfers to the Redemption Fund
under the terms of this Indenture.
Section 4.5. Partial Redemption.
(a) If less than all of the Bonds are to be redeemed pursuant to either Sections 4.2, 4.3
or 4.4, 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.
(b) If less than all of the Bonds are called for optional redemption pursuant to Section
4.3 hereof, the Trustee shall rely on directions provided in a City Certificate in selecting the
Bonds to be redeemed.
(c) If less than all of the Bonds are called for extraordinary optional redemption
pursuant to Section 4.4 hereof, 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 Section 4.4
hereof, the Trustee shall call randomly by lot the Bonds, or portions thereof, within such Stated
Maturity and in such principal amounts, for redemption.
(d) Upon surrender of any Bond for redemption in part, the Trustee in accordance
with Section 3.7 of this 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.
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Section 4.6. Notice of Redemption to Owners.
(a) Upon written direction from the City to the Trustee of the exercise of any
redemption provision provided hereunder, 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.
(b) 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 Section 4.5, 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.
(c) Any notice given as provided in this Section shall be conclusively presumed to
have been duly given, whether or not the Owner receives such notice.
(d) 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.
(e) The City has the right to rescind any optional redemption or extraordinary
optional redemption described in Section 4.3 or 4.4 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 this 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.
Section 4.7. Payment Upon Redemption.
(a) The Trustee shall make provision for the payment of the Bonds to be redeemed on
such date by setting aside and holding in trust an amount from the Redemption Fund or
otherwise received by the Trustee from the City and shall use such funds solely for the purpose
of paying the Redemption Price on the Bonds being redeemed.
(b) Upon presentation and surrender of any Bond called for redemption at the
designated corporate trust office of the Trustee on or after the date fixed for redemption, the
Trustee shall pay the Redemption Price on such Bond to the date of redemption from the moneys
set aside for such purpose.
26
Section 4.8. Effect of Redemption.
Notice of redemption having been given as provided in Section 4.6 of this Indenture, the
Bonds or portions thereof called for redemption shall become due and payable on the date fixed
for redemption provided that funds for the payment of the Redemption Price of such Bonds to
the date fixed for redemption are on deposit with the Trustee; thereafter, such Bonds or portions
thereof shall cease to bear interest from and after the date fixed for redemption, whether or not
such Bonds are presented and surrendered for payment on such date.
ARTICLE V
FORM OF THE BONDS
Section 5.1. Form Generally.
(a) The Bonds, including the Registration Certificate of the Comptroller, the
Certificate of the Trustee, and the Assignment to appear on each of the Bonds, (i) shall be
substantially in the form set forth in this Article with such appropriate insertions, omissions,
substitutions, and other variations as are permitted or required by this Indenture, and (ii) may
have such letters, numbers, or other marks of identification (including identifying numbers and
letters of the Committee on Uniform Securities Identification Procedures of the American
Bankers Association) and such legends and endorsements (including any reproduction of an
opinion of counsel) thereon as, consistently herewith, may be determined by the City or by the
officers executing such Bonds, as evidenced by their execution thereof.
(b) Any portion of the text of any Bonds may be set forth on the reverse side thereof,
with an appropriate reference thereto on the face of the Bonds.
(c) The definitive Bonds shall be typewritten, printed, lithographed, or engraved, and
may be produced by any combination of these methods or produced in any other similar manner,
all as determined by the officers executing such Bonds, as evidenced by their execution thereof.
(d) The Initial Bond submitted to the Attorney General may be typewritten and
photocopied or otherwise reproduced.
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Section 5.2. Form of the Bonds.
(a) Form of Bond.
REGISTERED
NO. ______
United States of America
State of Texas
CITY OF ANNA, TEXAS
SPECIAL ASSESSMENT REVENUE BOND, SERIES 2026
(LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2
IMPROVEMENT AREA #1 PROJECT)
REGISTERED
$__________
INTEREST RATE MATURITY DATE DELIVERY DATE CUSIP NUMBER
______% September 15, 20__ July 22, 2026 __________
The City of Anna, Texas (the “City”), for value received, hereby promises to pay, solely
from the Trust Estate, to
or registered assigns, on the Maturity Date, as specified above, the sum of
______________________________ DOLLARS
unless this Bond shall have been sooner called for redemption and the payment of the principal
hereof shall have been paid or provision for such payment shall have been made, and to pay
interest on the unpaid principal amount hereof from the later of the Delivery Date, as specified
above, or the most recent Interest Payment Date to which interest has been paid or provided for
until such principal amount shall have been paid or provided for, at the per annum rate of interest
specified above, computed on the basis of a 360-day year of twelve 30-day months, such interest
to be paid semiannually on March 15 and September 15 of each year, commencing March 15,
2027.
Capitalized terms appearing herein that are defined terms in the Indenture (defined
below) have the meanings assigned to them in the Indenture. Reference is made to the Indenture
for such definitions and for all other purposes.
The principal of this Bond shall be payable without exchange or collection charges in
lawful money of the United States of America upon presentation and surrender of this Bond at
the corporate trust office in Houston, Texas (the “Designated Payment/Transfer Office”), of
NEITHER THE FAITH AND CREDIT NOR THE TAXING
POWER OF THE STATE OF TEXAS, THE CITY, OR ANY
OTHER POLITICAL CORPORATION, SUBDIVISION OR
AGENCY THEREOF, IS PLEDGED TO THE PAYMENT
OF THE PRINCIPAL OF OR INTEREST ON THIS BOND.
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Regions Bank, as trustee and paying agent/registrar (the “Trustee”), or, with respect to a
successor trustee and paying agent/registrar, at the Designated Payment/Transfer Office of such
successor. Interest on this Bond is payable by check dated as of the Interest Payment Date,
mailed by the Trustee to the registered owner at the address shown on the registration books kept
by the Trustee or by such other customary banking arrangements acceptable to the Trustee,
requested by, and at the risk and expense of, the Person to whom interest is to be paid. For the
purpose of the payment of interest on this Bond, the registered owner shall be the Person in
whose name this Bond is registered at the close of business on the “Record Date,” which shall be
the close of business on the last business day of the month next preceding such Interest Payment
Date; provided, however, that in the event of nonpayment of interest on a scheduled Interest
Payment Date, and for 30 days thereafter, a new record date for such interest payment (a
“Special Record Date”) will be established by the Trustee, if and when funds for the payment of
such interest have been received from the City. Notice of the Special Record Date and of the
scheduled payment date of the past due interest (which shall be 15 days after the Special Record
Date) shall be sent at least five Business Days prior to the Special Record Date by United States
mail, first class postage prepaid, to the address of each Owner of a Bond appearing on the books
of the Trustee at the close of business on the last Business Day preceding the date of mailing
such notice.
If a date for the payment of the principal of or interest on the Bonds is a Saturday,
Sunday, legal holiday, or a day on which banking institutions in the city in which the Designated
Payment/Transfer Office is located are authorized by law or executive order to close, then the
date for such payment shall be the next succeeding Business Day, and payment on such date
shall have the same force and effect as if made on the original date payment was due.
This Bond is one of a duly authorized issue of assessment revenue bonds of the City
having the designation specified in its title (herein referred to as the “Bonds”), dated as of the
Delivery Date and issued in the aggregate principal amount of [$__________] and issued, with
the limitations described herein, pursuant to an Indenture of Trust, dated as of July 1, 2026 (the
“Indenture”), by and between the City and the Trustee, to which Indenture reference is hereby
made for a description of the amounts thereby pledged and assigned, the nature and extent of the
lien and security, the respective rights thereunder to the holders of the Bonds, the Trustee, and
the City, and the terms upon which the Bonds are, and are to be, authenticated and delivered and
by this reference to the terms of which each holder of this Bond hereby consents. All Bonds
issued under the Indenture are equally and ratably secured by the amounts thereby pledged and
assigned. The Bonds are being issued for the purpose of (i) paying a portion of the Improvement
Area #1 Improvements, (ii) paying a portion of the interest on the Bonds during and after the
period of acquisition and construction of the Improvement Area #1 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.
The Bonds are special, limited obligations of the City payable solely from the Trust
Estate. Reference is hereby made to the Indenture, copies of which are on file with and available
upon request from the Trustee, for the provisions, among others, with respect to the nature and
extent of the duties and obligations of the City, the Trustee and the Owners. The Owner of this
Bond, by the acceptance hereof, is deemed to have agreed and consented to the terms, conditions
and provisions of the Indenture.
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IN THE INDENTURE, THE CITY HAS RESERVED THE RIGHT to issue Refunding
Bonds payable from and secured by a first lien on, security interest in, and pledge of the sources
described above on a parity with this Bond.
Notwithstanding any provision hereof, the Indenture may be released and the obligation
of the City to make money available to pay this Bond may be defeased by the deposit of money
and/or certain direct or indirect Defeasance Securities sufficient for such purpose as described in
the Indenture.
The Bonds are issuable as fully registered bonds only in denominations of $100,000 and
any multiple of $1,000 in excess thereof (“Authorized Denominations”). Except to the extent
permitted by the Indenture, the City prohibits the breaking up or allocation of CUSIP numbers to
any Bond or Bonds in denominations of less than $100,000, and any attempt to do so will be
void and of no effect.
The Bonds maturing on September 15 in the years 20__, 20__ and 20__ (collectively,
“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 moneys
available for such purpose in the Principal and Interest Account of the Bond Fund pursuant to
Article VI of 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 Sinkin Fund Installment Amount
September 15, 20
September 15, 20
September 15, 20
September 15, 20
September 15, 20
September 15, 20
September 15, 20
September 15, 20
September 15, 20
September 15, 20 *
Term Bonds maturing September 15, 20__
Redemption Date Sinkin Fund Installment Amount
September 15, 20
September 15, 20
September 15, 20
September 15, 20
September 15, 20
September 15, 20
September 15, 20
September 15, 20
September 15, 20
September 15, 20 *
30
Term Bonds maturing September 15, 20__
Redemption Date Sinkin Fund Installment Amount
September 15, 20
September 15, 20
September 15, 20
September 15, 20
September 15, 20
September 15, 20
September 15, 20
September 15, 20
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 for redemption
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 Installments 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 redemption, as provided in Section 4.6 of the Indenture.
The principal amount of Bonds required to be redeemed on any mandatory sinking fund
redemption date 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 sinking fund redemption date shall have been
acquired by the City at a price not exceeding the principal amount of such Bonds plus accrued
and 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 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.
The City reserves the right and option to redeem Bonds before their scheduled maturity
date, 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.
The Bonds are subject to extraordinary optional redemption prior to maturity 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 or any other transfers to the Redemption Fund under the terms of the
Indenture.
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If less than all of the Bonds are to be redeemed, 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, the Trustee shall rely on
directions provided in a City Certificate in selecting the Bonds to be redeemed.
If less than all of the Bonds are called for extraordinary optional redemption, 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, the Trustee shall call randomly by lot the Bonds, or
portions thereof, within such Stated Maturity and in such principal amounts, for 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 on 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, 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 so given 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.
32
The Indenture permits, with certain exceptions as therein provided, the amendment
thereof and the modification of the rights and obligations of the City and the rights of the holders
of the Bonds under the Indenture at any time Outstanding affected by such modification. The
Indenture also contains provisions permitting the holders of specified percentages in aggregate
principal amount of the Bonds at the time Outstanding, on behalf of the holders of all the Bonds,
to waive compliance by the City with certain past defaults under the Bond Ordinance or the
Indenture and their consequences. Any such consent or waiver by the holder of this Bond or any
predecessor Bond evidencing the same debt shall be conclusive and binding upon such holder
and upon all future holders thereof and of any Bond issued upon the transfer thereof or in
exchange therefor or in lieu thereof, whether or not notation of such consent or waiver is made
upon this Bond.
As provided in the Indenture, this Bond is transferable upon surrender of this Bond for
transfer at the Designated Payment/Transfer Office, with such endorsement or other evidence of
transfer as is acceptable to the Trustee, and upon delivery to the Trustee of such certifications
and/or opinion of counsel as may be required under the Indenture for the transfer of this Bond.
Upon satisfaction of such requirements, one or more new fully registered Bonds of the same
Stated Maturity, of Authorized Denominations, bearing the same rate of interest, and for the
same aggregate principal amount will be issued to the designated transferee or transferees.
Neither the City nor the Trustee shall be required to issue, transfer or exchange any Bond
called for redemption where such redemption is scheduled to occur within 45 calendar days of
the transfer or exchange date; provided, however, such limitation shall not be applicable to an
exchange by the registered owner of the uncalled principal balance of a Bond.
The City, the Trustee, and any other Person may treat the Person in whose name this
Bond is registered as the owner hereof for the purpose of receiving payment as herein provided
(except interest shall be paid to the Person in whose name this Bond is registered on the Record
Date or Special Record Date, as applicable) and for all other purposes, whether or not this Bond
be overdue, and neither the City nor the Trustee shall be affected by notice to the contrary.
NEITHER THE FULL FAITH AND CREDIT NOR THE GENERAL TAXING POWER
OF THE CITY, COLLIN COUNTY, TEXAS, OR THE STATE OF TEXAS, OR ANY
POLITICAL SUBDIVISION THEREOF, IS PLEDGED TO THE PAYMENT OF THE
BONDS.
IT IS HEREBY CERTIFIED AND RECITED that the issuance of this Bond and the
series of which it is a part is duly authorized by law; that all acts, conditions and things required
to be done precedent to and in the issuance of the Bonds have been properly done and performed
and have happened in regular and due time, form and manner, as required by law; and that the
total indebtedness of the City, including the Bonds, does not exceed any Constitutional or
statutory limitation.
IN WITNESS WHEREOF, the City Council of the City has caused this Bond to be
executed under the official seal of the City.
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____________________________
Deputy City Secretary Mayor Pro-Tem
[CITY SEAL]
(b) Form of Comptroller’s Registration Certificate.
The following Registration Certificate of Comptroller of Public Accounts shall appear on
the Initial Bond:
REGISTRATION CERTIFICATE OF
COMPTROLLER OF PUBLIC ACCOUNTS
OFFICE OF THE COMPTROLLER §
OF PUBLIC ACCOUNTS § REGISTER NO. ______________
THE STATE OF TEXAS §
I HEREBY CERTIFY THAT there is on file and of record in my office an opinion to the
effect that the Attorney General of the State of Texas has approved this Bond, and that this Bond
has been registered this day by me.
WITNESS MY SIGNATURE AND SEAL OF OFFICE this __________________.
_______________________________
Comptroller of Public Accounts
of the State of Texas
[SEAL]
(c) Form of Certificate of Trustee.
CERTIFICATE OF TRUSTEE
It is hereby certified that this is one of the Bonds of the series of Bonds referred to in the
within mentioned Indenture.
REGIONS BANK,
as Trustee
DATED: _________________
By: _____________________________
Authorized Signatory
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(d) Form of Assignment.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto (print
or typewrite name and address, including zip code, of Transferee.)
_____________________________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________
(Social Security or other identifying number: ____________________________) the within
Bond and all rights hereunder, and hereby irrevocably constitutes and appoints
___________________________________________, attorney, to register the transfer of the
within Bond on the books kept for registration thereof, with full power of substitution in the
premises.
Dated: ___________________________
Signature Guaranteed by:
___________________________________
Authorized Signatory
NOTICE: The signature on this Assignment
must correspond with the name of the
registered owner as it appears on the face of
the within Bond in every particular and must
be guaranteed in a manner acceptable to the
Trustee.
(e) The Initial Bond shall be in the form set forth in paragraphs (a) through (d) of this
section, except for the following alterations:
(i) immediately under the name of the Bond the heading “INTEREST RATE” and
“MATURITY DATE” shall both be completed with the expression “As Shown Below,” and the
reference to the “CUSIP NUMBER” shall be deleted;
(ii) in the first paragraph of the Bond, the words “on the Maturity Date, as specified
above, the sum of ______________________________ DOLLARS” shall be deleted and the
following will be inserted: “on September 15 in each of the years, in the principal installments
and bearing interest at the per annum rates set forth in the following schedule:
Yea Principal Amount Interest Rate”
(Information to be inserted from Section 3.2(c)); and
(iii) the Initial Bond shall be numbered T-1.
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Section 5.3. CUSIP Registration.
The City may secure identification numbers through CUSIP Global Services, managed by
S&P Global Markets Intelligence on behalf of the American Bankers Association, New York,
New York, and may authorize the printing of such numbers on the face of the Bonds. It is
expressly provided, however, that the presence or absence of CUSIP numbers on the Bonds shall
be of no significance or effect as regards the legality thereof and none of the City, the attorneys
approving said Bonds as to legality or the Trustee are to be held responsible for CUSIP numbers
incorrectly printed on the Bonds. Except as authorized under Section 4.5 hereof, the City
prohibits any Bond to be issued in a denomination of less than $100,000 and further prohibits the
assignment of a CUSIP number to any Bond with a denomination of less than $100,000, and any
attempt to accomplish either of the foregoing shall be void and of no effect. The Trustee may
include in any redemption notice a statement to the effect that the CUSIP numbers on the Bonds
have been assigned by an independent service and are included in such notice solely for the
convenience of the Bondholders and that neither the City nor the Trustee shall be liable for any
inaccuracies in such numbers.
Section 5.4. Legal Opinion.
The approving legal opinion of Bond Counsel may be printed on or attached to each
Bond over the certification of the City Secretary of the City, which may be executed in facsimile.
ARTICLE VI
FUNDS AND ACCOUNTS
Section 6.1. Establishment of Funds and Accounts.
(a) Creation of Funds. The following Funds are hereby created and established
under this Indenture:
(i) Pledged Revenue Fund;
(ii) Bond Fund;
(iii) Project Fund;
(iv) Reserve Fund;
(v) Redemption Fund;
(vi) Rebate Fund; and
(vii) Administrative Fund.
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(b) Creation of Accounts.
(i) The following Accounts are hereby created and established under the
Bond Fund:
(A) Principal and Interest Account; and
(B) Capitalized Interest Account.
(ii) The following Accounts are hereby created and established under the
Reserve Fund:
(A) Reserve Account; and
(B) Delinquency and Prepayment Reserve Account.
(iii) The following Accounts are hereby created and established under the
Project Fund:
(A) Improvement Area #1 Bond Improvement Account; and
(B) Costs of Issuance Account.
(iv) The following Account is hereby created and established under the
Pledged Revenue Fund:
(A) Bond Pledged Revenue Account.
(c) Each Fund and each Account created within such Fund shall be maintained by the
Trustee separate and apart from all other funds and accounts of the City. The Pledged Funds
shall constitute trust funds which shall be held in trust by the Trustee as part of the Trust Estate
solely for the benefit of the Owners of the Bonds. Amounts on deposit in the Funds and
Accounts shall be used solely for the purposes set forth herein.
(d) Interest earnings and profit on each respective Fund and Account established by
this Indenture shall be applied or withdrawn for the purposes of such Fund or Account as
specified below.
Section 6.2. Initial Deposits to Funds and Accounts.
(a) The proceeds from the sale of the Bonds shall be paid to the Trustee and
deposited or transferred by the Trustee as follows:
(i) to the Capitalized Interest Account of the Bond Fund: $__________;
(ii) to the Reserve Account of the Reserve Fund: $__________, which is
equal to the initial Reserve Account Requirement;
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(iii) to the Costs of Issuance Account of the Project Fund: $__________;
(iv) to the Improvement Area #1 Bond Improvement Account of the Project
Fund: $__________; and
(v) to the Administrative Fund: $__________.
Section 6.3. Pledged Revenue Fund.
(a) Periodically upon receipt thereof, the City shall transfer or cause to be transferred,
pursuant to a City Certificate provided to the Trustee for deposit to the Pledged Revenue Fund
the Improvement Area #1 Assessments and Improvement Area #1 Annual Installments, other
than the portion of the Improvement Area #1 Assessments and Improvement Area #1 Annual
Installments allocated to the payment of Annual Collection Costs and Delinquent Collection
Costs, which shall be deposited to the Administrative Fund in accordance with Section 6.9
hereof. Following such deposit to the Pledged Revenue Fund, the City shall transfer or cause to
be transferred pursuant to a City Certificate provided to the Trustee 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 Section 6.7 hereof and, immediately following the initial deposit to the Pledged Revenue
Fund, prior to any other transfers or deposits being made under this Section 6.3(a), 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 Section
6.8 hereof, the City shall provide a City Certificate to the Trustee to transfer to the Rebate Fund,
prior to any other transfer under this Section 6.3(a), the full amount of Rebatable Arbitrage owed
by the City, as further described in Section 6.10(f) hereof. 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:
(i) to pay other costs of the Improvement Area #1 Improvements, (ii) to pay other costs permitted
by the PID Act, or (iii) to deposit such excess into the Redemption Fund to redeem Bonds as
provided in Article IV. 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.
(b) 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 Capitalized Interest Account to the Principal and
Interest Account, such that the amount on deposit in the Principal and Interest Account equals
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the principal (including any Sinking Fund Installments) and interest due on the Bonds on the
next Interest Payment Date.
(c) If, after the foregoing transfers and any transfer from the Reserve Fund as
provided in Section 6.7, there are insufficient funds to make the payments provided in paragraph
(b) 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.
(d) The Trustee shall transfer Prepayments to the Redemption Fund to be used to
redeem Bonds pursuant to Section 4.4 promptly after deposit of such amounts into the Pledged
Revenue Fund.
(e) 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
Improvement Area #1 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 redeem
Bonds pursuant to Section 4.4.
(f) After satisfaction of the requirement to provide for the 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 Section 6.3(a) hereof, as directed by the City in a City Certificate.
Section 6.4. Bond Fund.
(a) On each Interest Payment Date, the Trustee shall withdraw from the Principal and
Interest Account 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 Capitalized Interest Account
as provided below.
(b) If amounts in the Principal and Interest Account are insufficient for the purposes
set forth in paragraph (a) above, the Trustee shall withdraw from the Reserve Fund amounts to
cover the amount of such insufficiency pursuant to Section 6.7(f). Amounts so withdrawn from
the Reserve Fund shall be deposited in the Principal and Interest Account and transferred to the
Paying Agent/Registrar.
(c) If, after the foregoing transfers and any transfer from the Reserve Fund as
provided in Section 6.7, there are insufficient funds to make the payments provided in paragraph
(a) 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.
(d) Moneys in the Capitalized Interest Account shall be used for the payment of all
interest due on the Bonds on March 15, 2027, on September 15, 2027, and on March 15, 2028.
Any amounts on deposit to the Capitalized Interest Account after the foregoing payments shall
39
be transferred to the Improvement Area #1 Bond Improvement Account of the Project Fund, or if
the Improvement Area #1 Bond Improvement Account of the Project Fund has been closed as
provided in Section 6.5(d), such amounts shall be transferred to the Redemption Fund to be used
to redeem Bonds and the Capitalized Interest Account shall be closed.
Section 6.5. Project Fund.
(a) Money on deposit in the Project Fund shall be used for the purposes specified in
Section 3.1(i) and (v).
(b) (1) 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 one or more City
Certificates or the final closing memorandum for the Bonds prepared by the City’s municipal
advisor, Hilltop Securities Inc. In order to receive the disbursement from the Costs of Issuance
Account of the Project Fund or the Improvement Area #1 Bond Improvement Account of the
Project Fund on the Delivery Date, related to costs of issuance of the Bonds or costs incurred in
the creation of the District, the Developer shall execute a Closing Disbursement Request to be
delivered to the City no less than fifteen (15) business days prior to the Delivery Date. In order
to receive the disbursement for costs of the Improvement Area #1 Improvements from the
Improvement Area #1 Bond Improvement Account of the Project Fund on the Delivery Date, the
Developer shall execute a Certification for Payment to be delivered to the City no later than
fifteen (15) business days prior to the Delivery Date. Upon approval by the City, the City shall
submit such Closing Disbursement Request, together with a City Certificate directing such
disbursement, to the Trustee for disbursement to be made from the Costs of Issuance Account of
the Project Fund or the Improvement Area #1 Bond Improvement Account of the Project Fund,
as applicable.
(2) Disbursements from the Improvement Area #1 Bond Improvement Account of the
Project Fund to pay Actual Costs of Improvement Area #1 Improvements shall be made by the
Trustee upon receipt by the Trustee of a properly executed and completed Certification for
Payment. The funds from the Improvement Area #1 Bond Improvement Account of the Project
Fund shall be disbursed in accordance with a Certification for Payment for costs of the
Improvement Area #1 Improvements as described in the CFA Agreement. Each such
Certification 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 Certification 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.
(c) Except as provided in Section 6.5(d), (f) and (h), money on deposit in the
Improvement Area #1 Bond Improvement Account of the Project Fund shall be used solely to
pay Actual Costs of Improvement Area #1 Improvements.
(d) If the City Representative determines in his or her sole discretion that certain
amounts then on deposit in the Improvement Area #1 Bond Improvement Account are not
expected to be expended for purposes of the Project Fund due to the abandonment, or
constructive abandonment, of one or more of the Improvement Area #1 Improvements such that,
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in the opinion of the City Representative, it is unlikely that the amounts in the Improvement Area
#1 Bond Improvement Account will ever be expended for the purposes of the Project Fund, the
City Representative shall file a City Certificate with the Trustee which identifies the amounts
then on deposit in the Improvement Area #1 Bond Improvement Account that are not expected to
be used for purposes of the Project Fund. If such City Certificate is so filed, the identified
amounts on deposit in the Improvement Area #1 Bond Improvement Account shall be transferred
to the Bond Fund or to the Redemption Fund to be used to redeem Bonds pursuant to Section 4.4
as directed by the City Representative in a City Certificate filed with the Trustee. Upon such
transfer, the Improvement Area #1 Bond Improvement Account of the Project Fund shall be
closed.
(e) In making any determination pursuant to this Section, the City Representative
may conclusively rely upon a certificate of an Independent Financial Consultant.
(f) Upon the filing of a City Certificate stating that all Improvement Area #1
Improvements have been completed and that all Actual Costs of Improvement Area #1
Improvements have been paid, or that any Improvement Area #1 Improvements are not required
to be paid from the Project Fund pursuant to a Certification for Payment, the Trustee shall
transfer the amount, if any, remaining within the Improvement Area #1 Bond Improvement
Account of the Project Fund to the Bond Fund or to the Redemption Fund to be used to redeem
Bonds pursuant to Section 4.4 as directed by the City Representative in a City Certificate filed
with the Trustee. Upon such transfer, the Improvement Area #1 Bond Improvement Account of
the Project Fund shall be closed.
(g) 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 Improvement Area #1 Bond Improvement Account of the Project Fund and
used to pay Actual Costs of Improvement Area #1 Improvements or to the Principal and Interest
Account and used to pay interest on the Bonds, as directed in a City Certificate filed with the
Trustee, and the Costs of Issuance Account shall be closed.
(h) In the event the Developer has not completed the Improvement Area #1
Improvements by July 22, 2031, then the City shall provide written direction to the Trustee to
transfer all funds on deposit in the Improvement Area #1 Bond Improvement Account to the
Redemption Fund to redeem Bonds pursuant to Section 4.4 hereof. Upon such transfers, the
Improvement Area #1 Bond Improvement Account of the Project Fund shall be closed.
(k) In providing any disbursement under this Section, the Trustee may conclusively
rely as to the completeness and accuracy of all statements in such Certification for Payment if
such certificate is signed by a City Representative, and the Trustee shall not be required to make
any independent investigation in connection therewith. The execution of any Certification for
Payment by a City Representative shall constitute, unto the Trustee, an irrevocable determination
that all conditions precedent to the payments requested have been completed.
Section 6.6. Redemption Fund.
The Trustee, pursuant to a City Certificate, shall cause to be deposited to the Redemption
Fund from the Pledged Revenue Fund an amount sufficient to redeem Bonds as provided in
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Sections 4.3 and 4.4 on the dates specified for redemption as provided in Sections 4.3 and 4.4.
Amounts on deposit in the Redemption Fund shall be used and withdrawn by the Trustee to
redeem Bonds as provided in Article IV.
Section 6.7. Reserve Fund.
(a) 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 this 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, 2028, an amount the City confirms to the Trustee is 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 transferring the amounts pursuant to this Section, the Trustee may
conclusively rely on a City Certificate (which shall be based on the Improvement Area #1
Annual Installments as shown on the Improvement Area #1 Assessment Roll in the Service and
Assessment Plan) unless and until it receives a City Certificate directing that a different amount
be used. Whenever a transfer is made from the Reserve Account 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. The Additional Interest shall
continue to be collected and deposited pursuant to this Section 6.7 until the Bonds are no longer
Outstanding.
(b) 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.
(c) In the event of an extraordinary optional redemption of Bonds from the proceeds
of a Prepayment pursuant to Section 4.4, the Trustee, pursuant to a City Certificate, 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 necessary to permit the
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.
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(d) Whenever, on any Interest Payment Date, or on any other date at the written
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 Section 6.4, unless within thirty
days of such notice to the City Representative, the Trustee receives a City Certificate instructing
the Trustee to apply such excess: (i) to pay amounts due under Section 6.8 hereof, (ii) to the
Administrative Fund in an amount not more than the Annual Collection Costs for the Bonds, (iii)
to the Improvement Area #1 Bond Improvement Account of the Project Fund to pay costs of the
Improvement Area #1 Improvement if such application and the expenditure of funds is expected
to occur within three years of the Delivery Date, or (iv) to the Redemption Fund to be applied to
the redemption of Bonds.
(e) Whenever, on any Interest Payment Date, or on any other date at the written
request of a 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, and such excess shall be
transferred, at the direction of the City pursuant to a City Certificate, to the Administrative Fund
for the payment of Annual Collection Costs or to the Redemption Fund to be used to redeem
Bonds pursuant to Section 4.4. In the event that the Trustee does not receive a City Certificate
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 Section 4.4 hereof 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 this Section.
(f) 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.
(g) 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 and applied to the payment of the principal of the Bonds.
(h) 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.
(i) 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
43
of such date, the moneys shall be transferred to the Redemption Fund and thereafter used to
redeem all Bonds on such date.
Section 6.8. Rebate Fund: Rebatable Arbitrage.
(a) The Rebate Fund is to be held by the Trustee in accordance with the terms and
provisions of this Indenture. Amounts on deposit in the Rebate Fund shall be used solely for the
purpose of paying amounts due the United States Government in accordance with the Code. The
Rebate Fund shall not be part of the Trust Estate and shall not be security for the Bonds.
(b) In order to assure that Rebatable Arbitrage is paid to the United States rather than
to a third party, investments of funds on deposit in the Rebate Fund shall be made in accordance
with the Code and the City’s federal tax certificate for the Bonds, as further set forth in written
directions from the City to the Trustee. The Trustee may conclusively rely on such written
instructions as set forth in this Section and shall not be responsible for any loss or liability
resulting from the investment of funds under this Section, but only so long as the Trustee follows
such written instructions in all respects.
(c) The Trustee conclusively shall be deemed to have complied with the provisions of
this Section and shall not be liable or responsible if it follows the written instructions of the City
and shall not be required to take any action under this Section in the absence of instructions from
the City.
(d) If, on the date of each annual calculation, the amount on deposit in the Rebate
Fund exceeds the amount of the Rebatable Arbitrage, the City may direct the Trustee, pursuant to
a City Certificate, to transfer the amount in excess of the Rebatable Arbitrage to the Bond Fund.
Section 6.9. Administrative Fund.
(a) Periodically upon receipt thereof, the City shall deposit or cause to be deposited to
the Administrative Fund the portion of the Improvement Area #1 Assessments and Improvement
Area #1 Annual Installments allocated to the payment of Annual Collection Costs and
Delinquent Collection Costs, as set forth in the Service and Assessment Plan.
(b) Moneys in the Administrative Fund shall be held by the Trustee separate and
apart from the other Funds created and administered hereunder and used as directed by a City
Certificate solely for the purposes set forth in the Service and Assessment Plan, including
payment of Annual Collection Costs and Delinquent Collection Costs. The Administrative Fund
shall not be part of the Trust Estate and shall not be security for the Bonds.
Section 6.10. Investment of Funds.
(a) Money in any Fund or Account, other than the Reserve Fund, shall be invested by
the Trustee in Investment Securities as directed by the City pursuant to a City Certificate filed
with the Trustee; 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 Certificate filed with the Trustee, provided that the final
maturity of any individual Investment Security shall not exceed 270 days and the average
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weighted maturity of any investment pool or no-load money market mutual fund shall not exceed
90 days. Each such City Certificate shall be a certification, upon which the Trustee may
conclusively rely without investigation or inquiry, that the investment directed therein constitutes
an Investment Security and that such investments meet the maturity and average weighted
maturity requirements set forth in the preceding sentence. Such investments shall be valued each
year in terms of the Value of Investment Securities as of September 30. For purposes of
maximizing investment returns, to the extent permitted by law, money in the Funds and
Accounts may be invested in common investments of the kind described above, or in a common
pool of such investment which shall be kept and held at an official depository bank, which shall
not be deemed to be or constitute a commingling of such money or funds provided that
safekeeping receipts or certificates of participation clearly evidencing the investment or
investment pool in which such money is invested and the share thereof purchased with such
money or owned by such Fund or Account are held by or on behalf of each such Fund or
Account. If necessary, such investments shall be promptly sold to prevent any default under this
Indenture. To ensure that cash on hand is invested, if the City does not give the Trustee written
or timely instructions with respect to investments of funds, the Trustee is hereby directed to
invest and re-invest cash balances in Morgan Stanley, Fidelity or Federated family of funds, but
only so long as such funds are authorized investments and permitted under the Public Funds
Investment Act, Texas Government Code, Chapter 2256, as amended, or any successor law, and
only so long as such investments constitute Investment Securities and the money required to be
expended from any Fund will be available at the proper time or times.
(b) 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 this
Indenture for transfer of interest earnings and profits resulting from investment of amounts in
Funds and Accounts. Whenever in this Indenture any moneys are required to be transferred by
the City to the Trustee, such transfer may be accomplished by transferring a like amount of
Investment Securities as directed by the City in writing.
(c) The Trustee and its affiliates may act as sponsor, advisor, depository, principal or
agent in the acquisition or disposition of any investment. The Trustee shall not incur any liability
for losses arising from any investments made pursuant to this Section. The Trustee shall not be
required to determine the suitability or legality of any investments or whether investments
comply with Section 6.10(a) above. The parties acknowledge that the Trustee is not providing
investment supervision, recommendations, or advice.
(d) Investments in any and all Funds and Accounts may be commingled in a separate
fund or funds for purposes of making, holding and disposing of investments, notwithstanding
provisions herein for transfer to or holding in or to the credit of particular Funds or Accounts of
amounts received or held by the Trustee hereunder, provided that the Trustee shall at all times
account for such investments strictly in accordance with the Funds and Accounts to which they
are credited and otherwise as provided in this Indenture.
(e) The Trustee will furnish to the City, upon the City’s written request, periodic cash
transaction statements which include detail for all investment transactions effected by the Trustee
or brokers selected by the City. Upon the City’s election, such statements will be delivered via
the Trustee’s online service and upon electing such service, paper statements will be provided
only upon request. The City waives the right to receive brokerage confirmations of security
45
transactions effected by the Trustee as they occur, to the extent permitted by law. The City
further understands that trade confirmations for securities transactions effected by the Trustee
will be available upon request and at no additional cost and other trade confirmations may be
obtained from the applicable broker.
(f) In the event it is found, after an annual calculation has been done pursuant to
Section 6.8 hereof, that the City owes Rebatable Arbitrage to the United States Government, the
City shall direct the Trustee, pursuant to a City Certificate, to transfer to the Rebate Fund the
investment earnings on funds on deposit in the Pledged Funds in an amount equal to the
Rebatable Arbitrage owed by the City. The City Certificate shall specify the amount to the
transferred and the Pledged Fund or Pledged Funds from which the investment earnings shall be
transferred.
Section 6.11. Security of Funds.
All Funds heretofore created or reaffirmed, to the extent not invested as herein permitted,
shall be secured in the manner and to the fullest extent required by law for the security of public
funds, and such Funds shall be used only for the purposes and in the manner permitted or
required by this Indenture.
ARTICLE VII
COVENANTS
Section 7.1. Confirmation of Improvement Area #1 Assessments.
The City hereby confirms, covenants, and agrees that, in the Assessment Ordinance, it
has levied the Improvement Area #1 Assessments against the Improvement Area #1 Assessed
Property from which the Assessment Revenues will be collected and received.
Section 7.2. Collection and Enforcement of Improvement Area #1 Assessments.
(a) For so long as any Bonds are Outstanding, the City covenants, agrees and
warrants that it will take and pursue all reasonable actions permissib1e under Applicable Laws to
cause the Improvement Area #1 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 Improvement Area #1 Assessments.
(b) To the extent permitted by law, notice of the Improvement Area #1 Annual
Installments shall 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, so that such Improvement Area
#1 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.
(c) The City will determine or cause to be determined, no later than February 15 of
each year, whether or not any Improvement Area #1 Annual Installment is delinquent and, if
such delinquencies exist, the City will order and cause to be commenced as soon as practicable
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any and all appropriate and legally permissible actions to obtain such Improvement Area #1
Annual Installment, and any delinquent charges and interest thereon, including diligently
prosecuting an action in district court to foreclose the currently delinquent Improvement Area #1
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 Improvement
Area #1 Assessments or the corresponding particular Improvement Area #1 Assessed Property.
(d) The City shall not be required under any circumstances to expend any funds for
Delinquent Collection Costs or Annual Collection Costs in connection with its covenants and
agreements under this Section or otherwise other than funds on deposit in the Administrative
Fund.
Section 7.3. Against Encumbrances.
(a) Other than Refunding 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
Trust Estate or upon any other property pledged under this 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.
(b) So long as Bonds are Outstanding hereunder, the City shall not issue any bonds,
notes or other evidences of indebtedness, other than the Bonds and any Refunding Bonds,
secured by any pledge of or other lien or charge on the Trust Estate or other property pledged
under this Indenture, other than a lien or pledge subordinate to the lien and pledge of such
property related to the Bonds.
Section 7.4. Records, Accounts, Accounting Reports.
The City hereby covenants and agrees that so long as any Bonds are Outstanding, it will
keep and maintain a proper and complete system of records and accounts pertaining to the
Improvement Area #1 Assessments. The Trustee and holder or holders of any Bonds or any duly
authorized agent or agents of such holders shall have the right at all reasonable times to inspect
all such records, accounts, and data relating thereto, upon written request to the City by the
Trustee or duly authorized representative, as applicable. The City shall provide the Trustee or
duly authorized representative, as applicable, an opportunity to inspect such books and records
relating to the Bonds during the City’s regular business hours and on a mutually agreeable date
not later than twenty days after the City receives such request.
Section 7.5. Covenants Regarding Tax Exemption of Interest on Bonds.
(a) The City covenants to take any action necessary to assure, or refrain from any
action that would adversely affect, the treatment of the Bonds as an obligation described in
section 103 of the Code, the interest on which is not includable in the “gross income” of the
holder for purposes of federal income taxation. In furtherance thereof, the City covenants as
follows:
(1) to take any action to assure that no more than 10 percent of the proceeds
of the Bonds (less amounts deposited to a reserve fund, if any) are used for any “private
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business use,” as defined in section 141(b)(6) of the Code or, if more than 10 percent of
the proceeds or the projects financed therewith are so used, such amounts, whether or not
received by the City, with respect to such private business use, do not, under the terms of
this Article or any underlying arrangement, directly or indirectly, secure or provide for
the payment of more than 10 percent of the debt service on the Bonds, in contravention of
section 141(b)(2) of the Code;
(2) to take any action to assure that in the event that the “private business use”
described in subsection (1) hereof exceeds 5 percent of the proceeds of the Bonds or the
projects financed therewith (less amounts deposited into a reserve fund, if any) then the
amount in excess of 5 percent is used for a “private business use” that is “related” and not
“disproportionate,” within the meaning of section 141(b)(3) of the Code, to the
governmental use;
(3) to take any action to assure that no amount that is greater than the lesser of
$5,000,000, or 5 percent of the proceeds of the Bonds (less amounts deposited into a
reserve fund, if any) is directly or indirectly used to finance loans to persons, other than
state or local governmental units, in contravention of section 141(c) of the Code;
(4) to refrain from taking any action that would otherwise result in the Bonds
being treated as a “private activity bond” within the meaning of section 141(b) of the
Code;
(5) to refrain from taking any action that would result in the Bonds being
“federally guaranteed” within the meaning of section 149(b) of the Code;
(6) to refrain from using any portion of the proceeds of the Bonds, directly or
indirectly, to acquire or to replace funds that were used, directly or indirectly, to acquire
investment property (as defined in section 148(b)(2) of the Code) that produces a
materially higher yield over the term of the Bonds, other than investment property
acquired with –
(A) proceeds of the Bonds invested for a reasonable temporary period
of 3 years or less or, in the case of refunding bonds, for a period of 30 days or less
until such proceeds are needed for the purpose for which the Bonds or refunding
bonds are issued,
(B) amounts invested in a bona fide debt service fund, within the
meaning of section 1.148-1(b) of the Treasury Regulations, and
(C) amounts deposited in any reasonably required reserve or
replacement fund to the extent such amounts do not exceed 10 percent of the
proceeds of the Bonds;
(7) to otherwise restrict the use of the proceeds of the Bonds or amounts
treated as proceeds of the Bonds, as may be necessary, so that the Bonds do not otherwise
contravene the requirements of section 148 of the Code (relating to arbitrage);
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(8) to refrain from using the proceeds of the Bonds or proceeds of any prior
bonds to pay debt service on another issue more than 90 days after the date of issue of the
Bonds in contravention of the requirements of section 149(d) of the Code (relating to
advance refundings);
(9) to pay to the United States of America at least once during each five-year
period (beginning on the Delivery Date) an amount that is at least equal to 90 percent of
the “Excess Earnings,” within the meaning of section 148(f) of the Code and to pay to the
United States of America, not later than 60 days after the Bonds have been paid in full,
100 percent of the amount then required to be paid as a result of Excess Earnings under
section 148(f) of the Code;
(10) to file or cause to be filed with the Secretary of the Treasury, not later than
the fifteenth (15th) day of the second calendar month after the close of the calendar
quarter in which the Bonds are issued, an information statement concerning the Bonds,
all under and in accordance with section 149(e) of the Code and the applicable Treasury
Regulations promulgated thereunder;
(11) to assure that the proceeds of the Bonds will be used solely for new money
projects; and
(12) to establish reasonable expectations to prevent using the proceeds of the
Bonds in contravention of the requirements of section 149(g) of the Code (relating to
hedge bonds).
(b) In order to facilitate compliance with the above covenant (a)(9), the Rebate Fund
is established by the City pursuant to Section 6.1 for the sole benefit of the United States of
America, and such Rebate Fund shall not be subject to the claim of any other person, including
without limitation the registered Owner. The Rebate Fund is established for the additional
purpose of compliance with section 148 of the Code.
(c) The City understands that the term “proceeds” includes “disposition proceeds” as
defined in the Treasury Regulations and, in the case of refunding bonds, transferred proceeds (if
any) and proceeds of the refunded bonds expended prior to the date of issuance of the Bonds. It
is the understanding of the City that the covenants contained herein are intended to assure
compliance with the Code and any regulations or rulings promulgated by the U.S. Department of
the Treasury pursuant thereto (the “Treasury Regulations”). In the event that regulations or
rulings are hereafter promulgated that modify or expand provisions of the Code, as applicable to
the Bonds, the City will not be required to comply with any covenant contained herein to the
extent that such failure to comply, in the opinion of nationally recognized bond counsel, will not
adversely affect the exemption from federal income taxation of interest on the Bonds under
section 103 of the Code. In the event that regulations or rulings are hereafter promulgated that
impose additional requirements applicable to the Bonds, the City agrees to comply with the
additional requirements to the extent necessary, in the opinion of nationally recognized bond
counsel, to preserve the exemption from federal income taxation of interest on the Bonds under
section 103 of the Code. In furtherance of such intention, the City hereby authorizes and directs
the City Manager and Finance Director to execute any documents, certificates or reports required
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by the Code and to make such elections, on behalf of the City, that may be permitted by the Code
as are consistent with the purpose for the issuance of the Bonds.
(d) The City covenants to account for the expenditure of sale proceeds and
investment earnings to be used for Improvement Area #1 Improvements on its books and records
in accordance with the requirements of the Code. The City recognizes that in order for the
proceeds to be considered used for the reimbursement of costs, the proceeds must be allocated to
expenditures within 18 months of the later of the date that (1) the expenditure is made, or (2) the
Improvement Area #1 Improvements are completed; but in no event later than three years after
the date on which the original expenditure is paid. The foregoing notwithstanding, the City
recognizes that in order for proceeds to be expended under the Code, the sale proceeds or
investment earnings must be expended no more than 60 days after the earlier of (1) the fifth
anniversary of the Delivery Date, or (2) the date the Bonds are retired. The City agrees to obtain
the advice of nationally-recognized bond counsel if such expenditure fails to comply with the
foregoing to assure that such expenditure will not adversely affect the tax-exempt status of the
Bonds. For purposes hereof, the City shall not be obligated to comply with this covenant if it
obtains an opinion that such failure to comply will not adversely affect the excludability for
federal income tax purposes from gross income of the interest.
(e) The City covenants that the projects funded with the proceeds of the Bonds will
not be sold or otherwise disposed in a transaction resulting in the receipt by the City of cash or
other compensation, unless the City obtains an opinion of nationally-recognized bond counsel
that such sale or other disposition will not adversely affect the tax-exempt status of the Bonds.
For purposes of the foregoing, the portion of the property comprising personal property and
disposed in the ordinary course shall not be treated as a transaction resulting in the receipt of
cash or other compensation. For purposes hereof, the City shall not be obligated to comply with
this covenant if it obtains a legal opinion that such failure to comply will not adversely affect the
excludability for federal income tax proposes from gross income of the interest.
ARTICLE VIII
LIABILITY OF CITY
Section 8.1. Liability of City.
(a) Neither the full faith and credit nor the general taxing power of the City is
pledged to the payment of the Bonds, and, except for the Trust Estate, no City taxes, fee or
revenues from any source are pledged to the payment of, or available to pay any portion of, the
Bonds or any other obligations relating to the District. The City shall never be liable for any
obligations relating to the Bonds or other obligations relating to the District, other than as
specifically provided for in this Indenture.
(b) The City shall not incur any responsibility in respect of the Bonds or this
Indenture other than in connection with the duties or obligations explicitly herein or in the Bonds
assigned to or imposed upon it. The City shall not be liable in connection with the performance
of its duties hereunder, except for its own willful default or act of bad faith. The City shall not be
bound to ascertain or inquire as to the performance or observance of any of the terms, conditions
covenants or agreements of the Trustee herein or of any of the documents executed by the
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Trustee in connection with the Bonds, or as to the existence of a default or event of default
thereunder.
(c) In the absence of bad faith, the City may conclusively rely, as to the truth of the
statements and the correctness of the opinions expressed therein, upon certificates or opinions
furnished to the City and conforming to the requirements of this Indenture. The City shall not be
liable for any error of judgment made in good faith unless it shall be proved that it was negligent
in ascertaining the pertinent facts.
(d) No provision of this Indenture, the Bonds, the Assessment Ordinance, or any
agreement, document, instrument, or certificate executed, delivered or approved in connection
with the issuance, sale, delivery, or administration of the Bonds (collectively, the “Bond
Documents”), shall require the City to expend or risk its own general funds or other funds or
otherwise incur any financial liability (other than with respect to the Trust Estate and the Annual
Collection Costs) in the performance of any of its obligations hereunder, or in the exercise of any
of its rights or powers, if in the judgment of the City there are reasonable grounds for believing
that the repayment of such funds or liability is not reasonably assured to it.
(e) Neither the Owners nor any other Person shall have any claim against the City or
any of its officers, officials, agents, or employees for damages suffered as a result of the City’s
failure to perform in any respect any covenant, undertaking, or obligation under any Bond
Documents or as a result of the incorrectness of any representation in, or omission from, any of
the Bond Documents, except to the extent that any such claim relates to an obligation,
undertaking, representation, or covenant of the City, in accordance with the Bond Documents
and the PID Act. Any such claim shall be payable only from the Trust Estate or the amounts
collected to pay Annual Collection Costs on deposit in the Administrative Fund. Nothing
contained in any of the Bond Documents shall be construed to preclude any action or proceeding
in any court or before any governmental body, agency, or instrumentality against the City or any
of its officers, officials, agents, or employees to enforce the provisions of any of the Bond
Documents or to enforce all rights of the Owners of the Bonds by mandamus or other proceeding
at law or in equity.
(f) The City may rely on and shall be protected in acting or refraining from acting
upon any notice, resolution, request, consent, order, certificate, report, warrant, bond, or other
paper or document believed by it to be genuine and to have been signed or presented by the
proper party or proper parties. The City may consult with counsel with regard to legal questions,
and the opinion of such counsel shall be full and complete authorization and protection in respect
of any action taken or suffered by it hereunder in good faith and in accordance therewith.
Whenever in the administration of its duties under this Indenture the City shall deem it necessary
or desirable that a matter be proved or established prior to taking or suffering any action
hereunder, such matter (unless other evidence in respect thereof be herein specifically
prescribed) may, in the absence of willful misconduct on the part of the City, be deemed to be
conclusively proved and established by a certificate of the Trustee, an Independent Financial
Consultant, an independent inspector or City Manager or other person designated by the City
Council to so act on behalf of the City, and such certificate shall be full warrant to the City for
any action taken or suffered under the provisions of this Indenture upon the faith thereof, but in
its discretion the City may, in lieu thereof, accept other evidence of such matter or may require
such additional evidence as to it may deem reasonable.
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(g) In order to perform its duties and obligations hereunder, the City may employ
such persons or entities as it deems necessary or advisable. The City shall not be liable for any of
the acts or omissions of such persons or entities employed by it in good faith hereunder, and shall
be entitled to rely, and shall be fully protected in doing so, upon the opinions, calculations,
determinations, and directions of such persons or entities.
ARTICLE IX
THE TRUSTEE
Section 9.1. Acceptance of Trust; Trustee as Registrar and Paying Agent.
(a) The Trustee accepts and agrees to execute the respective trusts imposed upon it by
this Indenture, but only upon the express terms and conditions and subject to the provisions of
this Indenture to all of which the parties hereto and the respective Owners of the Bonds agree.
No implied covenants or obligations shall be read into this Indenture against the Trustee.
(b) The Trustee is hereby designated and agrees to act as Paying Agent/Registrar for
and with respect to the Bonds.
Section 9.2. Trustee Entitled to Indemnity.
The Trustee shall be under no obligation to institute any suit, or to undertake any
proceeding under this Indenture, or to enter any appearance or in any way defend in any suit in
which it may be made defendant, or to take any steps in the execution of the trusts hereby created
or in the enforcement of any rights and powers hereunder, until it shall be indemnified, to the
extent permitted by law, to its satisfaction against any and all costs and expenses, outlays, and
counsel fees and other reasonable disbursements, and against all liability except as a
consequence of its own negligence or willful misconduct; provided, however, that in no event
shall the Trustee request or require indemnification as a condition to making any deposits,
payments or transfers (provided such payment or transfer is prior to an Event of Default) when
required hereunder, or to deliver any notice when required hereunder. To the extent permitted by
law and during the occurrence of an Event of Default, the Trustee shall be entitled to
indemnification as a condition to making any deposits, payments or transfers when required
hereunder, or to delivering any notice when required hereunder. Nevertheless, the Trustee may
begin suit, or appear in and defend suit, or exercise any such rights and powers as Trustee, and in
such case the Trustee may make transfers from the Administrative Fund, and to the extent money
in the Administrative Fund is insufficient, from the Pledged Revenue Fund, to pay all fees, costs
and expenses, outlays, and counsel fees and other reasonable disbursements properly incurred in
connection therewith and shall, to the extent permitted by law, be entitled to a preference
therefor over any Bonds Outstanding hereunder.
Section 9.3. Responsibilities of the Trustee.
(a) The recitals contained in this Indenture and in the Bonds shall be taken as the
statements of the City and the Trustee assumes no responsibility for and undertakes no duty to
verify the correctness of the same. The Trustee makes no representations as to the validity or
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sufficiency of this Indenture or the Bonds or with respect to the security afforded by this
Indenture, and the Trustee shall incur no liability with respect thereto. Except as otherwise
expressly provided in this Indenture, the Trustee shall have no responsibility or duty with respect
to: (i) the issuance of Bonds for value; (ii) the application of the proceeds thereof, except to the
extent that such proceeds are received by it in its capacity as Trustee; (iii) the application of any
moneys paid to the City or others in accordance with this Indenture, except as to the application
of any moneys paid to it in its capacity as Trustee; (iv) any calculation of arbitrage or rebate
under the Code; (v) any loss suffered in connection with any investment of funds in accordance
with this Indenture; or (vi) to undertake any other action unless specifically authorized pursuant
to a written direction by the City or pursuant to this Indenture.
(b) The duties and obligations of the Trustee shall be determined by the express
provisions of this Indenture, and the Trustee shall not be liable except for the performance of
such duties and obligations as are specifically set forth in this Indenture. The Trustee will, prior
to any Event of Default and after curing of any Event of Default, perform such duties and only
such duties as are specifically set forth herein. The Trustee will, during the existence of an Event
of Default, exercise such rights and powers vested in it by this Indenture and use the same degree
of care and skill in its exercise as a prudent person would exercise or use under the
circumstances in the conduct of his/her own affairs.
(c) The Trustee shall not be liable for any action taken or omitted by it in the
performance of its duties under this Indenture, except for its own negligence or willful
misconduct. In no event shall the Trustee be liable for incidental, indirect, special or
consequential damages in connection with or arising from this Indenture for the existence,
furnishing or use of the Improvement Area #1 Improvements. The Trustee shall not be liable
with respect to any action taken or omitted to be taken by it in good faith in accordance with the
direction of the Owners of not less than a majority in principal amount of the Bonds then
Outstanding relating to the time, method and place of conducting any proceeding for any remedy
available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this
Indenture.
(d) The Trustee shall not be liable for any error of judgment made in good faith by
any one of its officers, unless it shall be established that the Trustee was negligent in ascertaining
the pertinent facts.
(e) The Trustee’s immunities and protections from liability and its right to
indemnification in connection with the performance of its duties under this Indenture shall
extend to the Trustee’s officers, directors, agents, attorneys and employees. Such immunities
and protections and rights to indemnification, together with the Trustee’s right to compensation,
shall survive the Trustee’s resignation or removal, the discharge of this Indenture.
(f) The Trustee may execute any of the trusts or powers hereunder or perform any
duties hereunder either directly or through agents, attorneys, or receivers, and shall not be
responsible for any misconduct or negligence on the part of any agent, attorney, or receiver
appointed or chosen by it with due care, and the Trustee shall be entitled to rely and act upon the
opinion or advice of counsel, who may be counsel to the City, concerning all matters of trust
hereof and the duties hereunder, and may in all cases pay such reasonable compensation to all
such agents, attorneys, and receivers as may reasonably be employed in connection with the
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trusts hereof. The Trustee shall not be responsible for any loss or damage resulting from any
action or nonaction by it taken or omitted to be taken in good faith in reliance upon such opinion
or advice of counsel.
(g) The Trustee shall not be responsible for any recital herein (except with respect to
the authentication certificate of the Trustee endorsed on the Bonds) or for the recording, filing, or
refiling of this Indenture in connection therewith, or for the validity of the execution by the City
of this Indenture or of any Supplemental Indentures or instruments of further assurance, or for
the sufficiency or security of the Bonds. The Trustee shall not be responsible or liable for any
loss suffered in connection with any investment of funds made by it in accordance with this
Indenture.
(h) The Trustee makes no representations as to the value or condition of the Trust
Estate or any part thereof, or as to the validity or sufficiency of this Indenture or of the Bonds.
The Trustee shall not be accountable for the use or application of any Bonds or the proceeds
thereof or of any money paid to or upon the order of the City under any provision of this
Indenture.
Section 9.4. Property Held in Trust.
All moneys and securities held by the Trustee at any time pursuant to the terms of this
Indenture shall be held by the Trustee in trust for the purposes and under the terms and
conditions of this Indenture.
Section 9.5. Trustee Protected in Relying on Certain Documents.
(a) The Trustee may conclusively rely upon any order, notice, request, consent,
waiver, certificate, statement, affidavit, requisition, bond, or other document provided to the
Trustee in accordance with the terms of this Indenture that it shall in good faith reasonably
believe to be genuine and to have been adopted or signed by the proper board or Person or to
have been prepared and furnished pursuant to any of the provisions of this Indenture, or upon the
written opinion of any counsel, architect, engineer, insurance consultant, management
consultant, or accountant that the Trustee shall in good faith reasonably believe to be qualified in
relation to the subject matter or is selected by the City in accordance with this Indenture, and the
Trustee shall be under no duty to make any investigation or inquiry into, and shall not be deemed
to have knowledge of, any statements contained or matters referred to in any such instrument.
The Trustee may consult with counsel selected by the Trustee with due care that is nationally
recognized in the field of municipal bond law, who may or may not be Bond Counsel, and any
advice from such counsel with respect to compliance with the provisions of this Indenture shall
be full and complete authorization and protection in respect of any action taken, suffered or
omitted to be taken by it hereunder, reasonably and in good faith, in accordance with such
advice.
(b) Whenever the Trustee shall deem it necessary or desirable that a matter be proved
or established prior to taking or suffering any action under this Indenture, such matter may be
deemed to be conclusively proved and established by a City Certificate, unless other evidence in
respect thereof be hereby specifically prescribed. Such City Certificate shall be full warrant for
any action taken or suffered in good faith under the provisions hereof, but the Trustee may in lieu
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thereof accept other evidence of such fact or matter or may require such further or additional
evidence as it may deem reasonable. Except as otherwise expressly provided herein, any request,
order, notice, or other direction required or permitted to be furnished pursuant to any provision
hereof by the City to the Trustee shall be sufficiently executed if executed in the name of the
City by the City Representative. The Trustee shall be entitled to conclusively rely upon the
foregoing as sufficient evidence of the facts set forth herein. The execution of any City
Certificate shall constitute, unto the Trustee, an irrevocable determination that all conditions
precedent thereto have occurred.
(c) The Trustee shall not be under any obligation to see to the recording or filing of
this Indenture, or otherwise to the giving to any Person of notice of the provisions hereof except
as expressly required in Section 9.13.
Section 9.6. Compensation.
Unless otherwise provided by contract with the Trustee, the Trustee, at the written
direction of the City, shall transfer from the Administrative Fund, the previously determined and
agreed upon, reasonable compensation for all services rendered by it hereunder, including its
services as Paying Agent/Registrar and extraordinary services rendered, together with all its
reasonable expenses, charges, and other disbursements and those of its counsel, agents and
employees, incurred in and about the administration and execution of the trusts hereby created
and the exercise of its powers and the performance of its duties hereunder, all pursuant to a City
Certificate and subject to any limit on the amount of such compensation or recovery of expenses
or other charges as shall be prescribed by such City Certificate, and the Trustee shall have a lien
therefor on any and all funds at any time held by it hereunder prior to any Bonds Outstanding.
None of the provisions contained in this Indenture shall require the Trustee to expend or risk its
own funds or otherwise incur financial liability in the performance of any of its duties or in the
exercise of any of its rights or powers, if the Trustee has reasonable grounds for believing that
the repayment of such funds or liability is not reasonably assured to it. If the City shall fail to
make any payment required by this Section, the Trustee shall make such payment from lawfully
available funds in the Administrative Fund, and to the extent moneys in the Administrative Fund
are insufficient then from any moneys in its possession under the provision of this Indenture and
shall be entitled to a preference therefor over any Bonds Outstanding hereunder. The right of the
Trustee to fees, expenses, and indemnification, to the extent permitted by law, shall survive the
release, discharge, and satisfaction of the Indenture.
Section 9.7. Permitted Acts.
The Trustee and its directors, officers, employees, or agents may become the owner of or
may in good faith buy, sell, own, hold and deal in Bonds and may join in any action that any
Owner of Bonds may be entitled to take as fully and with the same rights as if it were not the
Trustee. The Trustee may act as depository, and permit any of its officers or directors to act as a
member of, or in any other capacity with respect to, the City or any committee formed to protect
the rights of holders of Bonds or to effect or aid in any reorganization growing out of the
enforcement of the Bonds or this Indenture, whether or not such committee shall represent the
holders of a majority of the Bonds. The permissive right of the Trustee to do things enumerated
in this Indenture shall not be construed as a duty, and the Trustee shall not be liable for any
permissive actions taken except as a consequence of its own negligence or misconduct.
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Section 9.8. Resignation of Trustee.
The Trustee may at any time resign and be discharged of its duties and obligations
hereunder by giving not fewer than 60 days’ written notice, specifying the date when such
resignation shall take effect, to the City and each Owner of any Outstanding Bond. Such
resignation shall take effect upon the appointment of a successor as provided in Section 9.10 and
the acceptance of such appointment by such successor. Notwithstanding the foregoing, if, after
60 days following receipt of the notice, the City has not appointed a successor Trustee, the
Trustee may apply to a court of competent jurisdiction to appoint a successor Trustee, at no
expense to the City, and such resignation shall take effect upon the court’s appointment of a
successor Trustee.
Section 9.9. Removal of Trustee.
The Trustee may be removed at any time by (i) the Owners of at least a majority in
aggregate Outstanding principal amount of the Bonds by an instrument or concurrent instruments
in writing signed and acknowledged by such Owners or by their attorneys-in-fact, duly
authorized and delivered to the City, or (ii) so long as the City is not in default under this
Indenture, the City. Copies of each such instrument shall be delivered by the City to the Trustee
and any successor thereof. The Trustee may also be removed at any time for any breach of trust
or for acting or proceeding in violation of, or for failing to act or proceed in accordance with, any
provision of this Indenture with respect to the duties and obligations of the Trustee by any court
of competent jurisdiction upon the application of the City or the Owners of not less than 10% in
aggregate Outstanding principal amount of the Bonds.
Section 9.10. Successor Trustee.
(a) If the Trustee shall resign, be removed, be dissolved, or become incapable of
acting, or shall be adjudged a bankrupt or insolvent, or if a receiver, liquidator, or conservator of
the Trustee or of its property shall be appointed, or if any public officer shall take charge or
control of the Trustee or of its property or affairs, the position of the Trustee hereunder shall
thereupon become vacant.
(b) If the position of Trustee shall become vacant for any of the foregoing reasons or
for any other reason, a successor Trustee may be appointed within one year after any such
vacancy shall have occurred by the Owners of at least 50% of the aggregate Outstanding
principal amount of the Bonds by an instrument or concurrent instruments in writing signed and
acknowledged by such Owners or their attorneys-in-fact, duly authorized and delivered to such
successor Trustee, with notification thereof being given to the predecessor Trustee and the City.
(c) Until such successor Trustee shall have been appointed by the Owners of the
Bonds, the City shall forthwith (and in no event in excess of 30 days after such vacancy occurs)
appoint a Trustee to act hereunder. Copies of any instrument of the City providing for any such
appointment shall be delivered by the City to the Trustee so appointed. The City shall mail notice
of any such appointment to each Owner of any Outstanding Bonds within 30 days after such
appointment. Any appointment of a successor Trustee made by the City immediately and without
further act shall be superseded and revoked by an appointment subsequently made by the
Owners.
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(c) If in a proper case no appointment of a successor Trustee shall be made within 60
days after the giving by any Trustee of any notice of resignation in accordance with Section 9.8
or after the occurrence of any other event requiring or authorizing such appointment, the Trustee
or any Owner of Bonds may apply to any court of competent jurisdiction for the appointment of
such a successor, and the court may thereupon, after such notice, if any, as the court may deem
proper, appoint such successor and the City shall be responsible for the costs of such
appointment process.
(e) Any successor Trustee appointed under the provisions of this Section shall be a
commercial bank or trust company or national banking association (i) having a capital and
surplus and undivided profits aggregating at least $50,000,000, if there be such a commercial
bank or trust company or national banking association willing and able to accept the appointment
on reasonable and customary terms, and (ii) authorized by law to perform all the duties of the
Trustee required by this Indenture.
(f) Each successor Trustee shall mail, in accordance with the provisions of the
Bonds, notice of its appointment as Trustee, any rating agency which, at the time of such
appointment, is providing a rating on the Bonds and each of the Owners of the Bonds.
Section 9.11. Transfer of Rights and Property to Successor Trustee.
Any successor Trustee appointed under the provisions of Section 9.10 shall execute,
acknowledge, and deliver to its predecessor and the City an instrument in writing accepting such
appointment, and thereupon such successor, without any further act, deed, or conveyance, shall
become fully vested with all moneys, estates, properties, rights, immunities, powers, duties,
obligations, and trusts of its predecessor hereunder, with like effect as if originally appointed as
Trustee. However, the Trustee then ceasing to act shall nevertheless, on request of the City or of
such successor, execute, acknowledge, and deliver such instruments of conveyance and further
assurance and do such other things as may reasonably be required for more fully and certainly
vesting and confirming in such successor all the rights, immunities, powers, and trusts of such
Trustee and all the right, title, and interest of such Trustee in and to the Trust Estate, and, upon
the receipt of payment of its outstanding charges, shall pay over, assign, and deliver to such
successor any moneys or other properties subject to the trusts and conditions herein set forth.
Should any deed, conveyance, or instrument in writing from the City be required by such
successor for more fully and certainly vesting in and confirming to it any such moneys, estates,
properties, rights, powers, duties, or obligations, any and all such deeds, conveyances, and
instruments in writing, on request and so far as may be authorized by law, shall be executed,
acknowledged, and delivered by the City.
Section 9.12. Merger, Conversion or Consolidation of Trustee.
Any corporation or association into which the Trustee may be merged or with which it
may be consolidated or any corporation or association resulting from any merger, conversion or
consolidation to which it shall be a party or any corporation or association to which the Trustee
may sell or transfer all or substantially all of its corporate trust business shall be the successor to
such Trustee hereunder, without any further act, deed or conveyance, provided that such
corporation or association shall be a commercial bank or trust company or national banking
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association qualified to be a successor to such Trustee under the provisions of Section 9.10, or a
trust company that is a wholly-owned subsidiary of any of the foregoing.
Section 9.13. Trustee To File Continuation Statements.
Chapter 1208, Texas Government Code, applies to the issuance of the Bonds and the
pledge of the Trust Estate provided herein, and such pledge is, under current law, valid, effective
and perfected. If necessary, the Trustee shall file or cause to be filed, at the City’s expense, such
continuation statements as may be delivered to the Trustee and which may be required by the
Texas Uniform Commercial Code, as from time to time in effect (the “UCC”), in order to
continue perfection of the security interest of the Trustee in such items of tangible or intangible
personal property and any fixtures as may have been granted to the Trustee pursuant to this
Indenture in the time, place and manner required by the UCC; provided unless the Trustee is
otherwise notified by the City, the Trustee may conclusively rely upon the initial filing
statements delivered to it in filing any continuation statements hereunder. The Trustee is not
responsible for the initial filing of any financing statements. The City shall timely delivery a
copy of such filed financing statement, if any, to the Trustee.
Section 9.14. Accounts, Periodic Reports and Certificates.
The Trustee shall keep or cause to be kept proper books of record and account (separate
from all other records and accounts) in which complete and correct entries shall be made of its
transactions relating to the Funds and Accounts established by this Indenture and which shall at
all times be subject to inspection by the City, and the Owner or Owners of not less than 10% in
principal amount of the Bonds then Outstanding or their representatives duly authorized in
writing.
Section 9.15. Construction of Indenture.
The Trustee may construe any of the provisions of this Indenture insofar as the same may
appear to be ambiguous or inconsistent with any other provision hereof, and any construction of
any such provisions hereof by the Trustee in good faith shall be binding upon the Owners of the
Bonds.
Section 9.16. Offering Documentation.
The Trustee shall have no responsibility with respect to any information, statement, or
recital in any official statement, offering memorandum, or any other disclosure material prepared
or distributed with respect to the Bonds and, except as otherwise provided in the Continuing
Disclosure Agreement of the Issuer approved in the Bond Ordinance, shall have no responsibility
for compliance with any State or federal securities laws in connection with the Bonds.
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ARTICLE X
MODIFICATION OR AMENDMENT OF THIS INDENTURE
Section 10.1. Amendments Permitted.
(a) This Indenture and the rights and obligations of the City and of the Owners of the
Bonds may be modified or amended at any time by a Supplemental Indenture, except as provided
below, pursuant to the affirmative vote at a meeting of Owners of the Bonds, or with the written
consent without a meeting, of the Owners of the Bonds of at least a majority of the aggregate
principal amount of the Bonds then Outstanding and City approval of such modification or
amendment. No such modification or amendment shall (i) extend the maturity of any Bond or
reduce the principal of or interest rate thereon, or otherwise alter or impair the obligation of the
City to pay the principal of, and the interest and any premium on, any Bond, without the express
consent of the Owner of such Bond, (ii) permit the creation by the City of any pledge or lien
upon the Trust Estate, or any portion thereof, superior to or on a parity with the pledge and lien
created for the benefit of the Bonds (except for the issuance of Refunding Bonds or as otherwise
permitted by Applicable Laws or this Indenture), or (iii) reduce the percentage of Owners of the
Bonds required for the amendment hereof. Any such amendment shall not modify any of the
rights or obligations of the Trustee without its written consent.
(b) This Indenture and the rights and obligations of the City and of the Owners may
also be modified or amended at any time by a Supplemental Indenture, without the consent of
any Owners, only to the extent permitted by law, and only for any one or more of the following
purposes:
(i) to add to the covenants and agreements of the City in this Indenture
contained, other covenants and agreements thereafter to be observed, or to limit or
surrender any right or power herein reserved to or conferred upon the City;
(ii) to make modifications not adversely affecting any Outstanding Bonds in
any material respect;
(iii) to make such provisions for the purpose of curing any ambiguity,
or of curing, correcting or supplementing any defective provision contained in this
Indenture, or in regard to questions arising under this Indenture, as the City and the
Trustee may deem necessary or desirable and not inconsistent with this Indenture, and
that shall not adversely affect the rights of the Owners of the Bonds;
(iv) to set forth additional provisions, if deemed necessary or advisable, in
connection with the issuance of Refunding Bonds permitted under the terms of this
Indenture; and
(v) to make such additions, deletions or modifications as may be necessary or
desirable to assure exemption from federal income taxation of interest on the Bonds.
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Section 10.2. Owners’ Meetings.
The City may at any time call a meeting of the Owners of the Bonds. In such event the
City is authorized to fix the time and place of said meeting and to provide for the giving of notice
thereof, and to fix and adopt reasonable rules and regulations for the conduct of said meeting;
provided, however, that the same may not conflict with the terms of this Indenture. Without
limiting the generality of the immediately preceding sentence, such rules and regulations may not
reduce the percentage of Owners of Bonds required for the amendment of this Indenture as
provided herein.
Section 10.3. Procedure for Amendment with Written Consent of Owners.
(a) The City and the Trustee may at any time adopt a Supplemental Indenture
amending the provisions of the Bonds or of this Indenture, to the extent that such amendment is
permitted by Section 10.1, to take effect when and as provided in this Section. A copy of such
Supplemental Indenture, together with a request to Owners for their consent thereto, if such
consent is required pursuant to Section 10.1, shall be mailed by first class mail, by the Trustee to
each Owner of Bonds from whom consent is required under this Indenture, but failure to mail
copies of such Supplemental Indenture and request shall not affect the validity of the
Supplemental Indenture when assented to as in this Section provided.
(b) Such Supplemental Indenture shall not become effective unless there shall be
filed with the Trustee the written consents of the Owners as required by this Indenture and a
notice shall have been mailed as hereinafter in this Section provided and the City has delivered to
the Trustee an opinion of Bond Counsel to the effect that such amendment is permitted and will
not adversely affect the exclusion of interest on the Bonds from gross income for purposes of
federal income taxation. Each such consent shall be effective only if accompanied by proof of
ownership of the Bonds for which such consent is given, which proof shall be such as is
permitted by Section 11.6. Any such consent shall be binding upon the Owner of the Bonds
giving such consent and on any subsequent Owner (whether or not such subsequent Owner has
notice thereof), unless such consent is revoked in writing by the Owner giving such consent or a
subsequent Owner by filing such revocation with the Trustee prior to the date when the notice
hereinafter in this Section provided for has been mailed.
(c) After the Owners of the required percentage of Bonds shall have filed their
consents to the Supplemental Indenture, the City shall mail a notice to the Owners in the manner
hereinbefore provided in this Section for the mailing of the Supplemental Indenture, stating in
substance that the Supplemental Indenture has been consented to by the Owners of the required
percentage of Bonds and will be effective as provided in this Section (but failure to mail copies
of said notice shall not affect the validity of the Supplemental Indenture or consents thereto).
Proof of the mailing of such notice shall be filed with the Trustee. A record, consisting of the
papers required by this Section 10.3 to be filed with the Trustee, shall be proof of the matters
therein stated until the contrary is proved. The Supplemental Indenture shall become effective
upon the filing with the Trustee of the proof of mailing of such notice, and the Supplemental
Indenture shall be deemed conclusively binding (except as otherwise hereinabove specifically
provided in this Article) upon the City and the Owners of all Bonds at the expiration of sixty (60)
days after such filing, except in the event of a final decree of a court of competent jurisdiction
setting aside such consent in a legal action or equitable proceeding for such purpose commenced
within such sixty-day period.
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Section 10.4. Procedure for Amendment Not Requiring Owner Consent.
(a) The City and the Trustee may at any time adopt a Supplemental Indenture
amending the provisions of the Bonds or of this Indenture, to the extent that such amendment is
permitted by Section 10.1, to take effect when and as provided in this Section. The City shall
direct the Trustee to provide a copy of such Supplemental Indenture, together with a notice
stating that the Supplemental Indenture does not require Owner consent, mailed by first class
mail to each Owner of Bonds, but failure to mail copies of such Supplemental Indenture shall not
affect the validity of the Supplemental Indenture. The Trustee shall retain the proof of its
mailing of such notice. A record, consisting of the papers required by this Section 10.4, shall be
proof of the matters therein stated until the contrary is proved.
(b) The Supplemental Indenture shall become effective upon the execution and
delivery of such Supplemental Indenture by the Trustee and the City, and the Supplemental
Indenture shall be deemed conclusively binding upon the City, the Trustee and the Owners of all
Bonds as of the date of such execution and delivery.
Section 10.5. Effect of Supplemental Indenture.
From and after the time any Supplemental Indenture becomes effective pursuant to this
Article X, this Indenture shall be deemed to be modified and amended in accordance therewith,
the respective rights, duties, and obligations under this Indenture of the City, the Trustee and all
Owners of Bonds Outstanding shall thereafter be determined, exercised and enforced hereunder
subject in all respects to such modifications and amendments, and all the terms and conditions of
any such Supplemental Indenture shall be deemed to be part of the terms and conditions of this
Indenture for any and all purposes.
Section 10.6. Endorsement or Replacement of Bonds Issued After Amendments.
The City may determine that Bonds issued and delivered after the effective date of any
action taken as provided in this Article X shall bear a notation, by endorsement or otherwise, in
form approved by the City, as to such action. In that case, upon demand of the Owner of any
Bond Outstanding at such effective date and presentation of his Bond for that purpose at the
designated office of the Trustee or at such other office as the City may select and designate for
that purpose, a suitable notation shall be made on such Bond. The City may determine that new
Bonds, so modified as in the opinion of the City is necessary to conform to such Owners’ action,
shall be prepared, executed, and delivered. In that case, upon demand of the Owner of any Bonds
then Outstanding, such new Bonds shall be exchanged at the designated office of the Trustee
without cost to any Owner, for Bonds then Outstanding, upon surrender of such Bonds.
Section 10.7. Amendatory Endorsement of Bonds.
The provisions of this Article X shall not prevent any Owner from accepting any
amendment as to the particular Bonds held by such Owner, provided that due notation thereof is
made on such Bonds.
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Section 10.8. Waiver of Default.
With the written consent of the Owners of at least a majority in aggregate principal
amount of the Bonds then Outstanding, the Owners may waive compliance by the City with
certain past defaults under this Indenture and their consequences. Any such consent shall be
conclusive and binding upon the Owners and upon all future Owners.
Section 10.9. Execution of Supplemental Indenture.
(a) In executing, or accepting the additional trusts created by, any Supplemental
Indenture permitted by this Article or the modification thereby of the trusts created by this
Indenture, the Trustee shall receive, and shall be fully protected in relying upon, an opinion of
counsel addressed and delivered to the Trustee and the City stating that the execution of such
Supplemental Indenture is permitted by and in compliance with this Indenture. The Trustee may,
but shall not be obligated to, enter into any such Supplemental Indenture which affects the
Trustee’s own rights, duties or immunities under this Indenture or otherwise.
(b) No such amendment shall modify any of the rights or obligations of the Trustee
without its written consent. In executing or accepting any Supplemental Indenture, the Trustee
shall be fully protected in relying upon an opinion of qualified counsel addressed and delivered
to the Trustee stating that (i) the execution of such Supplemental Indenture is permitted by and in
compliance with this Indenture, (ii) the execution and delivery of the Supplemental Indenture
will not adversely affect the exclusion from federal gross income of the interest on the Bonds,
and (iii) such Supplemental Indenture will, upon the execution and delivery thereof, to be a valid
and binding obligation of the City.
ARTICLE XI
DEFAULT AND REMEDIES
Section 11.1. Events of Default.
Each of the following occurrences or events shall be and is hereby declared to be an
“Event of Default,” to wit:
(i) The failure of the City to deposit the Pledged Revenues to the Pledged
Revenue Fund;
(ii) The failure of the City to enforce the collection of the Improvement Area
#1 Assessments including the prosecution of foreclosure proceedings, in accordance with
Section 7.2;
(iii) Default in the performance or observance of any covenant, agreement or
obligation of the City under this 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; provided, however, if the default stated in the notice is capable of
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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
(iv) 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.
The Trustee shall not be charged with knowledge of (a) any events or other information,
or (b) any default under this Indenture or any other agreement unless a responsible officer of the
Trustee shall have actual knowledge thereof.
Section 11.2. Immediate Remedies for Default.
(a) Subject to Article VIII, upon the happening and continuance of any of the Events
of Default described in Section 11.1, then and in every such case the Trustee may proceed, and
upon the written request of the Owners of not less than 51% in aggregate Outstanding principal
amount of the Bonds hereunder shall proceed, to protect and enforce the rights of the Owners
under this 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.
(b) PURSUANT TO SECTION 11.7, THE PRINCIPAL OF THE BONDS SHALL
NOT BE SUBJECT TO ACCELERATION UNDER ANY CIRCUMSTANCES.
(c) 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 this Article, the City shall determine, in its absolute discretion, and shall instruct the
Trustee by City Certificate, 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 Certificate, 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. The Trustee shall have no liability for its selection of Trust Estate assets to liquidate or
sell.
(d) Whenever moneys are to be applied pursuant to this Article XI, irrespective of
and whether other remedies authorized under this 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 as the Trustee
may deem appropriate, and as may be required by law and apply the proceeds thereof in
accordance with the provisions of this Section. Upon such sale, the Trustee may make and
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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.
Section 11.3. Restriction on Owner’s Action.
(a) No Owner shall have any right to institute any action, suit or proceeding at law or
in equity for the enforcement of this Indenture or for the execution of any trust thereof or any
other remedy hereunder, unless (i) a default has occurred and is continuing of which the Trustee
has been notified in writing as provided in Section 11.1, or of which by such Section it is deemed
to have notice, (ii) such default has become an Event of Default and the Owners of not less than
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
hereinbefore granted 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 Section 9.2,
(iv) the Trustee has for 60 days after such notice failed or refused to exercise the powers
hereinbefore granted, or to institute such action, suit, or proceeding in its own name, (v) no
written direction inconsistent with such written request has been given to the Trustee during such
60-day period by the Owners of a majority of the aggregate principal amount of the Bonds then
Outstanding, and (vi) notice of such action, suit, or proceeding is given to the Trustee in writing;
however, no one or more Owners of the Bonds shall have any right in any manner whatsoever to
affect, disturb, or prejudice this Indenture by its, his or their action or to enforce any right
hereunder except in the manner provided herein, and that all proceedings at law or in equity shall
be instituted and maintained in the manner provided herein and for the equal benefit of the
Owners of all Bonds then Outstanding. The notification, request and furnishing of indemnity set
forth above shall, at the option of the Trustee as advised by its counsel, be conditions precedent
to the execution of the powers and trusts of this Indenture and to any action or cause of action for
the enforcement of this Indenture or for any other remedy hereunder.
(b) Subject to Article VIII, nothing in this 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 hereunder
to the respective Owners thereof at the time and place, from the source and in the manner
expressed herein and in the Bonds.
(c) In case the Trustee or any Owners shall have proceeded to enforce any right under
this 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, then and in every such case
the City, the Trustee and the Owners shall be restored to their former positions and rights
hereunder, and all rights, remedies and powers of the Trustee shall continue as if no such
proceedings had been taken.
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Section 11.4. Application of Revenues and Other Moneys After Default.
(a) All moneys, securities, funds, Pledged Revenues and other assets of the Trust
Estate and the income therefrom received by the Trustee pursuant to any right given or action
taken under the provisions of this Article shall, after payment of the cost and expenses of the
proceedings resulting in the collection of such amounts, the expenses (including its counsel fees,
costs, and expenses), liabilities, and advances incurred or made by the Trustee and the fees of the
Trustee in carrying out this Indenture, during the continuance of an Event of Default,
notwithstanding Section 11.2, 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:
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
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 or
Redemption Price and to the Owners entitled thereto, without any discrimination or
preference.
The Trustee shall make payments to the Owners pursuant to this Section 11.4 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.
(b) In the event funds are not adequate to cure any of the Events of Default described
in Section 11.1, 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 this
Indenture.
(c) The restoration of the City to its prior position after any and all defaults have been
cured, as provided in Section 11.3, shall not extend to or affect any subsequent default under this
Indenture or impair any right consequent thereon.
Section 11.5. Effect of Waiver.
No delay or omission of the Trustee, or any Owner, to exercise any right or power
accruing upon any default shall impair any such right or power or shall be construed to be a
waiver of any such default or an acquiescence therein; and every power and remedy given by this
Indenture to the Trustee or the Owners, respectively, may be exercised from time to time and as
often as may be deemed expedient.
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Section 11.6. Evidence of Ownership of Bonds.
(a) Any request, consent, revocation of consent or other instrument which this
Indenture may require or permit to be signed and executed by the Owners may be in one or more
instruments of similar tenor, and shall be signed or executed by such Owners in person or by
their attorneys duly appointed in writing. Proof of the execution of any such instrument, or of
any instrument appointing any such attorney, or the holding by any Person of the Bonds shall be
sufficient for any purpose of this Indenture (except as otherwise herein expressly provided) if
made in the following manner:
(i) The fact and date of the execution of such instruments by any Owner of
Bonds or the duly appointed attorney authorized to act on behalf of such Owner may be
provided by a guarantee of the signature thereon by a bank or trust company or by the
certificate of any notary public or other officer authorized to take acknowledgments of
deeds, that the Person signing such request or other instrument acknowledged to him the
execution thereof, or by an affidavit of a witness of such execution, duly sworn to before
such notary public or other officer. Where such execution is by an officer of a corporation
or association or a member of a partnership, on behalf of such corporation, association or
partnership, such signature guarantee, certificate, or affidavit shall also constitute
sufficient proof of his authority.
(ii) The ownership of Bonds and the amount, numbers and other identification
and date of holding the same shall be proved by the Register.
(b) Except as otherwise provided in this Indenture with respect to revocation of a
consent, any request or consent by an Owner of any Bond shall bind all future Owners of the
same Bond in respect of anything done or suffered to be done by the City or the Trustee in
accordance therewith.
Section 11.7. No Acceleration.
In the event of the occurrence of an Event of Default under Section 11.1, the right of
acceleration of any Stated Maturity is not granted as a remedy hereunder and the right of
acceleration under this Indenture is expressly denied.
Section 11.8. Mailing of Notice.
Any provision in this Article for the mailing of a notice or other document to Owners
shall be fully complied with if it is mailed, first class postage prepaid, only to each Owner at the
address appearing upon the Register.
Section 11.9. Exclusion of Bonds.
Bonds owned or held by or for the account of the City will not be deemed Outstanding
for the purpose of consent or other action or any calculation of Outstanding Bonds provided for
in this Indenture, and the City shall not be entitled with respect to such Bonds to give any
consent or take any other action provided for in this Indenture.
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ARTICLE XII
GENERAL COVENANTS AND REPRESENTATIONS
Section 12.1. Representations as to Trust Estate.
(a) The City represents and warrants that it is authorized by Applicable Laws to
authorize and issue the Bonds, to execute and deliver this Indenture and to pledge the Trust
Estate in the manner and to the extent provided in this Indenture, and that the Trust Estate is and
will be and remain free and clear of any pledge, lien, charge, or encumbrance thereon or with
respect thereto prior to, or of equal rank with, the pledge and lien created in or authorized by this
Indenture except as expressly provided herein.
(b) The City shall at all times, to the extent permitted by Applicable Laws, defend,
preserve and protect the pledge of the Trust Estate and all the rights of the Owners and the
Trustee, under this Indenture against all claims and demands of all Persons whomsoever.
(c) Subject to Section 7.2(d), the City will take all steps reasonably necessary and
appropriate, and will provide written direction to the Trustee to take all steps reasonably
necessary and appropriate, to collect all delinquencies in the collection of the Improvement Area
#1 Assessments and any other amounts pledged to the payment of the Bonds to the fullest extent
permitted by the PID Act and other Applicable Laws.
Section 12.2. General.
The City shall do and perform or cause to be done and performed all acts and things
required to be done or performed by or on behalf of the City under the provisions of this
Indenture.
ARTICLE XIII
SPECIAL COVENANTS
Section 13.1. Further Assurances; Due Performance.
(a) At any and all times the City will duly execute, acknowledge and deliver, or will
cause to be done, executed and delivered, all and every such further acts, conveyances, transfers,
and assurances in a manner as the Trustee shall reasonably require for better conveying,
transferring, pledging, and confirming unto the Trustee, all and singular, the revenues, Funds,
Accounts and properties constituting the Pledged Revenues, and the Trust Estate hereby
transferred and pledged, or intended so to be transferred and pledged.
(b) The City will duly and punctually keep, observe and perform each and every
term, covenant and condition on its part to be kept, observed and performed, contained in this
Indenture.
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Section 13.2. Other Obligations or Other Liens; Refunding Bonds.
(a) The City reserves the right, subject to the provisions contained in this
Section 13.2, to issue Other 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 the Trust Estate, or any portion thereof.
(b) Other than Refunding Bonds, or subordinate lien obligations permitted hereunder,
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 this Indenture or the priority hereof
might or could be lost or impaired; provided, however, that the City has reserved the right to
issue bonds or other obligations secure 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.
(c) Notwithstanding any contrary provision of this Indenture but subject to
Section 7.3, the City shall not issue additional bonds, notes or other obligations under this
Indenture, secured by any pledge of or other lien or charge on the Trust Estate or other property
pledged under this Indenture, other than Refunding Bonds and subordinate lien obligations
permitted hereunder. 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.
Section 13.3. Books of Record.
(a) The City shall cause to be kept full and proper books of record and accounts, in
which full, true and proper entries will be made of all dealings, business and affairs of the City,
which relate to the Trust Estate and the Bonds.
(b) The Trustee shall have no responsibility with respect to the financial and other
information received by it pursuant to this Section 13.3 except to receive and retain same, subject
to the Trustee’s document retention policies, and to distribute the same in accordance with the
provisions of this Indenture.
ARTICLE XIV
PAYMENT AND CANCELLATION OF THE BONDS AND SATISFACTION OF THE
INDENTURE
Section 14.1. Trust Irrevocable.
The trust created by the terms and provisions of this Indenture is irrevocable until the
Bonds secured hereby are fully paid or provision is made for their payment as provided in this
Article.
Section 14.2. Satisfaction of Indenture.
If the City shall pay or cause to be paid, or there shall otherwise be paid to the Owners,
principal of and interest on all of the Bonds, at the times and in the manner stipulated in this
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Indenture, and all amounts due and owing with respect to the Bonds have been paid or provided
for, then the pledge of the Trust Estate and all covenants, agreements, and other obligations of
the City to the Owners of such Bonds, shall thereupon cease, terminate, and become void and be
discharged and satisfied. In such event, the Trustee shall execute and deliver to the City copies of
all such documents as it may have evidencing that principal of and interest on all of the Bonds
has been paid so that the City may determine if this Indenture is satisfied; if so, the Trustee shall
pay over or deliver all moneys held by it in the Funds and Accounts held hereunder to the Person
entitled to receive such amounts, or, if no Person is entitled to receive such amounts, then to the
City.
Section 14.3. Bonds Deemed Paid.
(a) 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 this
Indenture (a “Defeased Debt”), and particularly this Article XIV, 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
this Section 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 and shall not be part of the Trust Estate. 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 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.
(b) Any determination not to redeem Defeased Debt that is made in conjunction with
the payment arrangements specified in Sections 14.3(a)(1) or 14.3(a)(2) shall not be irrevocable,
provided that: (1) in the proceedings providing for such defeasance, the City expressly reserves
the right to call the Defeased Debt for redemption; (2) the City gives notice of the reservation of
that right to the Owners of the Defeased Debt immediately following the defeasance; (3) the City
directs that notice of the reservation be included in any defeasance or redemption notices that it
authorizes; and (4) at or prior to the time of the redemption, the City satisfies the conditions of
clause (a) of this Section 14.3 with respect to such Defeased Debt as though it was being
defeased at the time of the exercise of the option to redeem the Defeased Debt, after taking the
redemption into account in determining the sufficiency of the provisions made for the payment
of the Defeased Debt.
(c) Until all Defeased Debt shall have become due and payable, the Trustee and the
Paying Agent/Registrar each shall perform the services of Trustee and Paying Agent/Registrar
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for such Defeased Debt the same as if they had not been defeased, and the City shall make
proper arrangements to provide and pay for such services as required by this Indenture.
ARTICLE XV
MISCELLANEOUS
Section 15.1. Benefits of Indenture Limited to Parties.
Nothing in this Indenture, expressed or implied, is intended to give to any Person other
than the City, the Trustee and the Owners, any right, remedy, or claim under or by reason of this
Indenture. Any covenants, stipulations, promises or agreements in this Indenture by and on
behalf of the City shall be for the sole and exclusive benefit of the Owners and the Trustee. This
Indenture and the exhibits hereto set forth the entire agreement and understanding of the parties
related to this transaction and supersedes all prior agreements and understandings, oral or
written.
Section 15.2. Successor is Deemed Included in All References to Predecessor.
Whenever in this Indenture or any Supplemental Indenture either the City or the Trustee
is named or referred to, such reference shall be deemed to include the successors or assigns
thereof, and all the covenants and agreements in this Indenture contained by or on behalf of the
City or the Trustee shall bind and inure to the benefit of the respective successors and assigns
thereof whether so expressed or not.
Section 15.3. Execution of Documents and Proof of Ownership by Owners.
(a) Any request, declaration, or other instrument which this Indenture may require or
permit to be executed by Owners may be in one or more instruments of similar tenor, and shall
be executed by Owners in person or by their attorneys duly appointed in writing.
(b) Except as otherwise expressly provided herein, the fact and date of the execution
by any Owner or his attorney of such request, declaration, or other instrument, or of such writing
appointing such attorney, may be proved by the certificate of any notary public or other officer
authorized to take acknowledgments of deeds to be recorded in the state in which he purports to
act, that the Person signing such request, declaration, or other instrument or writing
acknowledged to him the execution thereof, or by an affidavit of a witness of such execution,
duly sworn to before such notary public or other officer.
(c) Except as otherwise herein expressly provided, the ownership of registered Bonds
and the amount, maturity, number, and date of holding the same shall be proved by the Register.
(d) Any request, declaration or other instrument or writing of the Owner of any Bond
shall bind all future Owners of such Bond in respect of anything done or suffered to be done by
the City or the Trustee in good faith and in accordance therewith.
Section 15.4. No Waiver of Personal Liability.
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No member, officer, agent, or employee of the City shall be individually or personally
liable for the payment of the principal of, or interest or any premium on, the Bonds; but nothing
herein contained shall relieve any such member, officer, agent, or employee from the
performance of any official duty provided by law.
Section 15.5. Notices to and Demands on City and Trustee.
(a) Except as otherwise expressly provided herein, all notices or other instruments
required or permitted under this Indenture shall be in writing and shall be delivered by hand, or
mailed by first class mail, postage prepaid, and addressed as follows:
If to the City City of Anna, Texas
120 W. 7th St.
Anna, Texas 75409
Attn: City Manager
Telephone: (972) 924-3325
If to the Trustee, initially also acting in
the capacity of Paying Agent/Registrar
Regions Bank
1717 McKinney Avenue
Dallas, Texas 75202
Attn: Corporate Trust Services
Telephone: (214) 220-6158
(b) Any such notice, demand, or request may also be transmitted to the appropriate
party by telegram or telephone and shall be deemed to be properly given or made at the time of
such transmission if, and only if, such transmission of notice shall be confirmed in writing and
sent as specified above.
(c) Any of such addresses may be changed at any time upon written notice of such
change given to the other party by the party effecting the change. Notices and consents given by
mail in accordance with this Section shall be deemed to have been given five Business Days after
the date of dispatch; notices and consents given by any other means shall be deemed to have
been given when received.
(d) The Trustee shall mail to each Owner of a Bond notice of the redemption or
defeasance of all Bonds Outstanding.
Section 15.6. Partial Invalidity.
If any Section, paragraph, sentence, clause, or phrase of this Indenture shall for any
reason be held illegal or unenforceable, such holding shall not affect the validity of the remaining
portions of this Indenture. The City hereby declares that it would have adopted this Indenture and
each and every other Section, paragraph, sentence, clause, or phrase hereof and authorized the
issue of the Bonds pursuant thereto irrespective of the fact that anyone or more Sections,
paragraphs, sentences, clauses, or phrases of this Indenture may be held illegal, invalid, or
unenforceable.
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Section 15.7. Applicable Laws.
This Indenture shall be governed by and enforced in accordance with the laws of the
State applicable to contracts made and performed in the State. Venue and exclusive jurisdiction
for any action to enforce or construe this Indenture shall be a state court of competent
jurisdiction in Collin County, Texas or any federal court with diversity jurisdiction.
Section 15.8. Payment on Business Day.
In any case where the date of the maturity of interest or of principal (and premium, if
any) of the Bonds or the date fixed for redemption of any Bonds or the date any action is to be
taken pursuant to this Indenture is other than a Business Day, the payment of interest or principal
(and premium, if any) or the action need not be made on such date but may be made on the next
succeeding day that is a Business Day with the same force and effect as if made on the date
required and no interest shall accrue for the period from and after such date.
Section 15.9. CFA Agreement Amendments and Supplements.
The City and the Developer may amend and supplement the CFA Agreement from time
to time without the consent or approval of the Owners or the Trustee.
Section 15.10. Counterparts.
This Indenture may be executed in counterparts, each of which shall be deemed an
original.
Section 15.11. Texas Government Code Verifications.
(a) The Trustee makes the following representations and covenants pursuant to
Chapters 2252, 2271, 2274, and 2276, Texas Government Code, as amended (the “Government
Code”), in entering into this Indenture. As used in such verifications, “affiliate” means an entity
that controls, is controlled by, or is under common control with the Trustee within the meaning
of SEC Rule 405, 17 C.F.R. § 230.405, and exists to make a profit. Liability for breach of any
such verification during the term of this Indenture shall survive until barred by the applicable
statute of limitations, and shall not be liquidated or otherwise limited by any provision of this
Indenture, notwithstanding anything in this Indenture to the contrary.
(1) Not a Sanctioned Company. The Trustee represents that neither it nor any
of its parent company, wholly- or majority-owned subsidiaries, and other affiliates is a
company identified on a list prepared and maintained by the Texas Comptroller of Public
Accounts under Section 2252.153 or Section 2270.0201, Government Code. The
foregoing representation excludes the Trustee and each of its parent company, wholly- or
majority-owned subsidiaries, and other affiliates, if any, that the United States
government has affirmatively declared to be excluded from its federal sanctions regime
relating to Sudan or Iran or any federal sanctions regime relating to a foreign terrorist
organization.
(2) No Boycott of Israel. The Trustee hereby verifies that it and its parent
company, wholly- or majority-owned subsidiaries, and other affiliates, if any, do not
boycott Israel and will not boycott Israel during the term of this Indenture. As used in the
foregoing verification, “boycott Israel” has the meaning provided in Section 2271.001,
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Government Code.
(3) No Discrimination Against Firearm Entities. The Trustee hereby verifies
that it and its parent company, wholly- or majority-owned subsidiaries, and other
affiliates, if any, do not have a practice, policy, guidance, or directive that discriminates
against a firearm entity or firearm trade association and will not discriminate against a
firearm entity or firearm trade association during the term of this Indenture. As used in
the foregoing verification, “discriminate against a firearm entity or firearm trade
association” has the meaning provided in Section 2274.001(3), Government Code.
(4) No Boycott of Energy Companies. The Trustee hereby verifies that it and
its parent company, wholly- or majority-owned subsidiaries, and other affiliates, if any,
do not boycott energy companies and will not boycott energy companies during the term
of this Indenture. As used in the foregoing verification, “boycott energy companies” has
the meaning provided in Section 2276.001(1), Government Code.
[Remainder of page left blank intentionally]
IN WITNESS WHEREOF, the City and the Trustee have caused this Indenture of Trust
to be executed as of the date hereof.
CITY OF ANNA, TEXAS
By: ______________________________
Pete Cain, Mayor
City of Anna, Texas
Attest:
____________________________________
Carrie Land, City Secretary
City of Anna, Texas
(CITY SEAL)
City Signature Page to Indenture of Trust
REGIONS BANK,
as Trustee
By: ___________________________
Authorized Officer
Trustee Signature Page to Indenture of Trust
B-1
EXHIBIT B
BOND PURCHASE AGREEMENT
Draft 06.10.2026
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4136-2761-8153.2
$18,659,000
CITY OF ANNA, TEXAS,
SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2026
(LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2
IMPROVEMENT AREA #1 PROJECT)
BOND PURCHASE AGREEMENT
June 23, 2026
City of Anna, Texas
120 W. 7th Street
Anna, Texas 75409
Ladies and Gentlemen:
The undersigned, FMSbonds, Inc. (the “Underwriter”), offers to enter into this Bond
Purchase Agreement (this “Agreement”) with the City of Anna, Texas (the “City”), which will
be binding upon the City and the Underwriter upon the acceptance of this Agreement by the
City. This offer is made subject to its acceptance by the City by execution of this Agreement and
its delivery to the Underwriter on or before 10:00 p.m., Central Time, on the date hereof and, if
not so accepted, will be subject to withdrawal by the Underwriter upon written notice delivered
to the City at any time prior to the acceptance hereof by the City.
All capitalized terms not otherwise defined herein shall have the meanings given to such
terms in the Indenture (defined herein), between the City and Regions Bank, an Alabama state
banking corporation, as trustee (the “Trustee”), authorizing the issuance of the Bonds (defined
herein), and the Limited Offering Memorandum (defined herein).
1. Purchase and Sale of Bonds. Upon the terms and conditions and upon the basis of
representations, warranties, and agreements hereinafter set forth, the Underwriter hereby agrees
to purchase from the City, and the City hereby agrees to sell to the Underwriter, all (but not less
than all) of the $18,659,000 aggregate principal amount of the “City of Anna, Texas, Special
Assessment Revenue Bonds, Series 2026 (Liberty Hills Public Improvement District No. 2
Improvement Area #1 Project)” (the “Bonds”), at a purchase price of $ (representing
the aggregate principal amount of the Bonds, less an Underwriter’s discount of $ ).
Inasmuch as this purchase and sale represents a negotiated transaction, the City
understands, and hereby confirms, that the Underwriter is not acting as a municipal advisor or
fiduciary of the City (including, without limitation, a “municipal advisor” (as such term is
defined in Section 975(e) of the Dodd Frank Wall Street Reform and Consumer Protection Act)),
but rather is acting solely in its capacity as Underwriter for its own account. The City
acknowledges and agrees that (i) the purchase and sale of the Bonds pursuant to this Agreement
is an arm’s length commercial transaction between the City and the Underwriter, (ii) in
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4136-2761-8153.2
connection with the discussions, undertakings, and procedures leading up to the consummation
of this transaction, the Underwriter is and has been acting solely as a principal and is not acting
as the agent, municipal advisor, financial advisor, or fiduciary of the City, (iii) the Underwriter
has not assumed an advisory or fiduciary responsibility in favor of the City with respect to the
offering described herein or the discussions, undertakings, and procedures leading thereto
(regardless of whether the Underwriter has provided other services or is currently providing
other services to the City on other matters) and the Underwriter has no obligation to the City
with respect to the offering described herein except the obligations expressly set forth in this
Agreement, (iv) the City has consulted its own legal, financial and other advisors to the extent it
has deemed appropriate, (v) the Underwriter has financial and other interests that differ from
those of the City, and (vi) the Underwriter has provided to the City prior disclosures under Rule
G-17 of the Municipal Securities Rulemaking Board (“MSRB”), which have been received by
the City. The City further acknowledges and agrees that following the issuance and delivery of
the Bonds, the Underwriter has indicated that it may have periodic discussions with the City
regarding the expenditure of proceeds of the Bonds and the construction of the Improvement
Area #1 Improvements financed with proceeds of the Bonds and, in connection with such
discussions, the Underwriter shall be acting solely as a principal and will not be acting as the
agent or fiduciary, and will not be assuming an advisory or fiduciary responsibility in favor, of
the City.
The Bonds shall be dated the Delivery Date, and shall have the maturities and redemption
features, if any, and bear interest at the rates per annum shown on Schedule I hereto. Payment
for and delivery of the Bonds, and the other actions described herein, shall take place on July 22,
2026 (or such other date as may be agreed to by the City and the Underwriter).
2. Authorization Instruments and Law. The Bonds were authorized by the Bond
Ordinance enacted by the City Council of the City (the “City Council”) and shall be issued
pursuant to the provisions of the PID Act, and an Indenture of Trust, dated as of July 1, 2026,
between the City and the Trustee, authorizing the issuance of the Bonds (the “Indenture”). The
Bonds shall be substantially in the form described in, and shall be secured under the provisions
of, the Indenture.
The Bonds and interest thereon shall be payable from a first lien on, security interest in,
and pledge of the Trust Estate, consisting primarily of Improvement Area #1 Assessments levied
pursuant to the Assessment Ordinance against the Improvement Area #1 Assessed Property, all
to the extent and upon the conditions described in the Indenture. The District was established by
a resolution (the “Creation Resolution”), enacted by the City Council on December 9, 2025, in
accordance with the PID Act. The Improvement Area #1 Assessments were levied and the
Service and Assessment Plan was approved pursuant to the Assessment Ordinance. The Creation
Resolution, the Assessment Ordinance, the Bond Ordinance, and the Indenture are collectively
referred to herein as the “Authorizing Documents.”
The Bonds shall be as described in Schedule I attached hereto, the Indenture, and the
Limited Offering Memorandum. The proceeds of the Bonds shall be used for the purposes
described in the Limited Offering Memorandum under the subcaption “PLAN OF FINANCE –
The Bonds” and shall be generally applied as described in the Limited Offering Memorandum
under “SOURCES AND USES OF FUNDS.”
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4136-2761-8153.2
3. Initial Offering. The Underwriter agrees to make an initial offering of all of the
Bonds in accordance with Section 4 hereof and to limit the initial offering of the Bonds to
persons that qualify as “Accredited Investors” (as defined in Rule 501 of Regulation D under the
Securities Act of 1933, as amended and then in effect (the “Securities Act”)) or “Qualified
Institutional Buyers” (as defined in Rule 144A under the Securities Act). On or before the third
(3rd) Business Day prior to the Delivery Date, the Underwriter shall execute and deliver to Bond
Counsel the Issue Price Certificate (defined herein), in substantially the form attached hereto as
Appendix B.
4. Establishment of Issue Price.
a. Definitions. For purposes of this Section 4, the following definitions
apply:
(i) “Participating Underwriter” means (A) any person that agrees
pursuant to a written contract with the City (or with the Underwriter to form an
underwriting syndicate) to participate in the initial sale of the Bonds to the Public
and (B) any person that agrees pursuant to a written contract directly or indirectly
with a person described in clause (A) to participate in the initial sale of the Bonds
to the Public (including a member of a selling group or a party to a third-party
distribution agreement participating in the initial sale of the Bonds to the public).
(ii) “Public” means any person (including an individual, trust, estate,
partnership, association, company, or corporation) other than a Participating
Underwriter or a Related Party to a Participating Underwriter.
(iii) “Related Party” means any two or more persons who are subject,
directly or indirectly, to (A) at least 50% common ownership of the voting power
or the total value of their stock, if both entities are corporations (including direct
ownership by one corporation of another), (B) more than 50% common ownership
of their capital interests or profits interests, if both entities are partnerships
(including direct ownership by one partnership of another) or (C) more than 50%
common ownership of the value of the outstanding stock of the corporation or the
capital interest or profits interest of the partnership, as applicable, if one entity is a
corporation and the other entity is a partnership (including direct ownership of the
applicable stock or interests by one entity of the other).
(iv) “Sale Date” means the date of execution of this Agreement by all
parties.
b. Issue Price Certificate. The Underwriter agrees to assist the City in
establishing the issue price of the Bonds and to execute and deliver to the City at least
five (5) Business Days prior to Closing an Issue Price Certificate, together with the
supporting pricing wires or equivalent communications, substantially in the form
attached hereto as Appendix B, with such modifications as may be appropriate or
necessary, in the reasonable judgment of the Underwriter, the City, and Bond Counsel to
accurately reflect, as applicable, the initial offering price (the “Initial Offering Price”) or
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prices or the sales price or prices to the Public of the Bonds (the “Issue Price
Certificate”). As applicable, all actions to be taken by the City under this Section to
establish the issue price of the Bonds may be taken on behalf of the City by the
Municipal Advisor (defined in subsection 6(r) hereof) and any notice or report to be
provided to the City may be provided to the Municipal Advisor.
c. Substantial Amount Test. The City will treat the Initial Offering Price at
which at least ten percent (a “Substantial Amount”) in principal amount of each maturity
of the Bonds is sold to the Public as of the Sale Date (the “Substantial Amount Test”) as
the issue price of that maturity (or each separate CUSIP number within that maturity).
Those maturities of the Bonds which do not satisfy the Substantial Amount Test (the
“Hold-the-Price Maturities”) will be identified in the Issue Price Certificate and will be
subject to the Hold-the-Price Restriction (defined herein). At or promptly after the
execution of this Agreement, the Underwriter will report to the City the price or prices at
which the Participating Underwriters have offered and sold to the Public each maturity
of the Bonds.
d. Hold-The-Price Restriction. The Underwriter agrees that it will neither
offer nor sell any of the Hold-the-Price Maturities to any person at a price that is higher
than the applicable Initial Offering Price for such maturity during the period starting on
the Sale Date and ending on the earlier of (i) the close of the fifth (5th) Business Day
after the Sale Date, or (ii) the date on which the Underwriter has sold a Substantial
Amount of such Hold-the-Price Maturity to the Public at a price that is no higher than
the Initial Offering Price of such Hold-the-Price Maturity (the “Hold-the-Price
Restriction”). The Initial Offering Price of the Hold-the-Price Maturities shall be the
issue price for such maturities.
The Underwriter shall promptly advise the City when the Participating Underwriters
have sold a Substantial Amount of each such Hold-The-Price Maturity to the Public at a
price that is no higher than the applicable Initial Offering Price of such Hold-The-Price
Maturity, if that occurs prior to the close of the fifth (5th) Business Day after the Sale
Date.
The City acknowledges that, in making the representation set forth in this subparagraph
(d), the Underwriter will rely on (A) the agreement of each Participating Underwriter to
comply with the Hold-the-Price Restriction, as set forth in an agreement among
underwriters and the related pricing wires, (B) in the event a selling group has been
created in connection with the sale of the Bonds to the Public, the agreement of each
dealer who is a member of the selling group to comply with the Hold-the-Price
Restriction, as set forth in a selling group agreement and the related pricing wires, and
(C) in the event that a Participating Underwriter is a party to a third-party distribution
agreement that was employed in connection with the sale of the Bonds, the agreement of
each such underwriter, dealer or broker-dealer that is a party to such agreement to
comply with the Hold-the-Price Restriction, as set forth in the third-party distribution
agreement and the related pricing wires. The City further acknowledges that each
Participating Underwriter will be solely liable for its failure to comply with its
agreement regarding the Hold-the-Price Restriction and that no Participating
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4136-2761-8153.2
Underwriter will be liable for the failure of any other Participating Underwriter to
comply with its corresponding agreement regarding the Hold-the-Price Restrictions as
applicable to the Bonds.
e. Agreements Among Participating Underwriters. The Underwriter
confirms that (i) any agreement among underwriters, any selling group agreement, and
each third-party distribution agreement to which the Underwriter is a party relating to
the initial sale of the Bonds to the Public, together with related pricing wires, contains or
will contain language obligating each Participating Underwriter, each dealer who is a
member of any selling group, and each broker-dealer that is a party to any such third-
party distribution agreement, as applicable, to (A) report the prices at which it sells to
the Public the unsold Bonds of each maturity allocated to it until it is notified by the
Underwriter that either the Substantial Amount Test has been satisfied as to the Bonds of
that maturity or all Bonds of that maturity have been sold to the Public, (B) comply with
the Hold-the-Price Restriction, if applicable, in each case if and for so long as directed
by the Underwriter and as set forth in the relating pricing wires, and (C) acknowledge
that, unless otherwise advised by the Participating Underwriter, the Underwriter will
assume that based on such agreement each order submitted by the underwriter, dealer or
broker-dealer is a sale to the Public; and (ii) any agreement among underwriters relating
to the initial sale of the Bonds to the Public, together with related pricing wires, contains
or will contain language obligating each Participating Underwriter that is a party to a
third-party distribution agreement to be employed in connection with the initial sale of
the Bonds to the Public to require each underwriter or broker-dealer that is a party to
such third-party distribution agreement to (A) report the prices at which it sells to the
Public the unsold Bonds of each maturity allotted to it until it is notified by the
Underwriter or the applicable Participating Underwriter that either the Substantial
Amount Test has been satisfied as to the Bonds of that maturity or all Bonds of that
maturity have been sold to the Public, and (B) comply with the Hold-the-Price
Restriction, if applicable, in each case if and for so long as directed by the Underwriter
or the applicable Participating Underwriter and as set forth in the relating pricing wires.
f. Sale to Related Party not a Sale to the Public. The Participating
Underwriters acknowledge that sales of any Bonds to any person that is a Related Party
to a Participating Underwriter do not constitute sales to the Public for purposes of this
Section. If a Related Party to a Participating Underwriter purchases during the initial
offering period all of a Hold-The-Price Maturity, the related Participating Underwriter
will notify the Underwriter and will take steps to confirm in writing that such Related
Party will either (i) hold such Bonds for its own account, without present intention to sell,
reoffer, or otherwise dispose of such Bonds for at least five (5) Business Days from the
Sale Date, or (ii) comply with the Hold-The-Price Restriction.
5. Limited Offering Memorandum.
a. Delivery of Limited Offering Memorandum. The City previously has
delivered, or caused to be delivered, to the Underwriter the Preliminary Limited Offering
Memorandum for the Bonds dated June 10, 2026 (the “Preliminary Limited Offering
Memorandum”), in a “designated electronic format,” as defined in the MSRB Rule G-32
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(“Rule G-32”). The City will prepare, or cause to be prepared, a final Limited Offering
Memorandum relating to the Bonds (as more particularly defined below, the “Limited
Offering Memorandum”) which will be (i) dated the date of this Agreement, (ii) complete
within the meaning of the United States Securities and Exchange Commission’s Rule
15c2-12, as amended (“Rule 15c2-12”), (iii) in a “designated electronic format,” and
(iv) substantially in the form of the most recent version of the Preliminary Limited
Offering Memorandum provided to the Underwriter before the execution hereof, except
for the inclusion of the information permitted to be excluded from the Preliminary
Limited Offering Memorandum by Section (b)(1) of Rule 15c2-12. The Limited
Offering Memorandum, including the cover page thereto, all exhibits, schedules,
appendices, maps, charts, pictures, diagrams, reports, and statements included or
incorporated therein or attached thereto, and all amendments and supplements thereto that
may be authorized for use with respect to the Bonds are collectively referred to herein as
the “Limited Offering Memorandum.” Until the Limited Offering Memorandum has
been prepared and is available for distribution, the City shall provide to the Underwriter,
upon request, sufficient quantities (which may be in electronic format) of the Preliminary
Limited Offering Memorandum as the Underwriter reasonably deems necessary to satisfy
the obligation of the Underwriter under Rule 15c2-12 with respect to distribution to each
potential customer.
b. Preliminary Limited Offering Memorandum Deemed Final. The
Preliminary Limited Offering Memorandum has been prepared for use by the
Underwriter in connection with the public offering, sale, and distribution of the Bonds.
The City hereby represents and warrants that the Preliminary Limited Offering
Memorandum has been deemed “final” by the City as of its date, except for the omission
of such information which is dependent upon the final pricing of the Bonds for
completion, all as permitted to be excluded by Section (b)(1) of Rule 15c2-12.
c. Use of Limited Offering Memorandum in Offering and Sale. The City
hereby authorizes the Limited Offering Memorandum and the information therein
contained to be used by the Underwriter in connection with the public offering and the
sale of the Bonds. The City consents to the use by the Underwriter prior to the date
hereof of the Preliminary Limited Offering Memorandum in connection with the public
offering of the Bonds. The City shall provide, or cause to be provided, to the Underwriter
as soon as practicable after the date of the City’s acceptance of this Agreement (but, in
any event, not later than the earlier of the Delivery Date or seven (7) Business Days after
the City’s acceptance of this Agreement) copies of the Limited Offering Memorandum
which is complete as of the date of its delivery to the Underwriter. The City shall provide
the Limited Offering Memorandum, or cause the Limited Offering Memorandum to be
provided, (i) in a “designated electronic format” consistent with the requirements of Rule
G-32 and (ii) in a printed format in such quantity as the Underwriter shall reasonably
request in order for the Underwriter to comply with Section (b)(4) of Rule 15c2-12 and
the rules of the MSRB.
d. Updating of Limited Offering Memorandum. If, after the date of this
Agreement, up to and including the date the Underwriter is no longer required to provide
a Limited Offering Memorandum to potential customers who request the same pursuant
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4136-2761-8153.2
to Rule 15c2-12 (the earlier of (i) ninety (90) days from the “end of the underwriting
period” (as defined in Rule 15c2-12) and (ii) the time when the Limited Offering
Memorandum is available to any person from the MSRB, but in no case less than the
twenty-fifth (25th) day after the “end of the underwriting period” for the Bonds), the City
becomes aware of any fact or event which might or would cause the Limited Offering
Memorandum, as then supplemented or amended, to contain any untrue statement of a
material fact or to omit to state a material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which they were made,
not misleading, or if it is necessary to amend or supplement the Limited Offering
Memorandum to comply with law, the City will promptly notify the Underwriter (and for
the purposes of this clause provide the Underwriter with such information as it may from
time to time reasonably request), and if, in the reasonable judgment of the Underwriter,
such fact or event requires preparation and publication of a supplement or amendment to
the Limited Offering Memorandum, the City will forthwith prepare and furnish, at no
expense to the Underwriter (in a form and manner approved by the Underwriter), either
an amendment or a supplement to the Limited Offering Memorandum so that the
statements therein as so amended and supplemented will not contain any untrue statement
of a material fact or omit to state a material fact required to be stated therein or necessary
to make the statements therein, in light of the circumstances under which they were
made, not misleading or so that the Limited Offering Memorandum will comply with
law; provided, however, that for all purposes of this Agreement and any certificate
delivered by the City in accordance herewith, the City makes no representations with
respect to the following information (collectively, the “Non-City Disclosures”): (i) the
descriptions in the Preliminary Limited Offering Memorandum or the Limited Offering
Memorandum of The Depository Trust Company, New York, New York (“DTC”), or its
book-entry-only system, and (ii) the information in the Preliminary Limited Offering
Memorandum or the Limited Offering Memorandum in any maps included therein or
under the captions and subcaptions “PLAN OF FINANCE” (except for the information
under the subcaption “– The Bonds”), “LIMITATIONS APPLICABLE TO INITIAL
PURCHASERS,” “BOOK-ENTRY ONLY SYSTEM,” “THE IMPROVEMENT AREA
#1 IMPROVEMENTS,” “THE IMPROVEMENT AREA #1 MAJOR
IMPROVEMENTS,” “THE DEVELOPMENT,” “THE DEVELOPER,” “THE
ADMINISTRATOR,” “APPRAISAL,” “BONDHOLDERS’ RISKS” (only as it pertains
to the Developer, the Improvement Area #1 Improvements, the Improvement Area #1
Major Improvements (as defined in the Limited Offering Memorandum), and the
Development (as defined in the Limited Offering Memorandum)), “LEGAL MATTERS
– Litigation – The Developer,” “CONTINUING DISCLOSURE – The Developer” and
“– The Developer’s Compliance with Prior Undertakings,” “INFORMATION
RELATING TO THE TRUSTEE,” “APPENDIX E-2,” and “APPENDIX G.” If such
notification shall be subsequent to the Closing (as defined herein), the City, at no expense
to the Underwriter, shall furnish such legal opinions, certificates, instruments, and other
documents as the Underwriter may reasonably deem necessary to evidence the truth and
accuracy of such supplement or amendment to the Limited Offering Memorandum. The
City shall provide any such amendment or supplement or cause any such amendment or
supplement to be provided, (i) in a “designated electronic format” consistent with the
requirements of Rule G-32 and (ii) in a printed format in such quantity as the Underwriter
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4136-2761-8153.2
shall reasonably request in order for the Underwriter to comply with Section (b)(4) of
Rule 15c2-12 and the rules of the MSRB.
e. Filing with MSRB. The Underwriter hereby agrees to timely file the
Limited Offering Memorandum with the MSRB through its Electronic Municipal Market
Access (“EMMA”) system within one (1) Business Day after receipt but no later than the
Delivery Date. Unless otherwise notified in writing by the Underwriter, the City can
assume that the “end of the underwriting period” for purposes of Rule 15c2-12 is the
Delivery Date.
6. City Representations, Warranties and Covenants. The City represents, warrants,
and covenants that:
a. Due Organization, Existence and Authority. The City is a political
subdivision of the State of Texas (the “State”), and has, and at the Delivery Date will
have, full legal right, power, and authority:
(i) to enter into and perform its duties and obligations under:
(1) this Agreement;
(2) the Indenture;
(3) the Liberty Hills Development Agreement by and among
the City, Liberty 800, LP, Liberty 75, LP, The Thornton Family Trust,
Janis Real Estate, LLC, and Jay P. and Irene C. Janis, effective as of May
14, 2024, as assigned in part to the Developer effective December 3,
2024 (the “Development Agreement”);
(4) the CFA Agreement; and
(5) the Continuing Disclosure Agreement of Issuer with
respect to the Bonds, dated as of July 1, 2026 (the “Continuing
Disclosure Agreement of Issuer”), executed and delivered by the City, the
Administrator, and Regions Bank, as Dissemination Agent (the
“Dissemination Agent”).
(ii) to issue, sell, and deliver the Bonds to the Underwriter as provided
herein; and
(iii) to carry out and consummate the transactions on its part described
in (1) the Authorizing Documents, (2) this Agreement, (3) the Development
Agreement, (4) the CFA Agreement, (5) the Continuing Disclosure Agreement of
Issuer, (6) the Limited Offering Memorandum, and (7) any other documents and
certificates described in any of the foregoing (the documents described by
subclauses (1) through (7) being referred to collectively herein as the “City
Documents”).
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b. Due Authorization and Approval of City. By all necessary official action
of the City, the City has duly authorized and approved the adoption or execution and
delivery by the City of, and the performance by the City of the obligations on its part
contained in, the City Documents and, as of the date hereof, such authorizations and
approvals are in full force and effect and have not been amended, modified, or rescinded,
except as may have been approved by the Underwriter. When validly executed and
delivered by the other parties thereto, the City Documents will constitute the legally valid
and binding obligations of the City enforceable upon the City in accordance with their
respective terms, except insofar as enforcement may be limited by principles of sovereign
immunity, bankruptcy, insolvency, reorganization, moratorium, or similar laws or
equitable principles relating to or affecting creditors’ rights generally. The City has
complied, and will at the Closing be in compliance, in all material respects, with the
obligations on its part to be performed on or prior to the Delivery Date under the City
Documents.
c. Due Authorization for Issuance of the Bonds. The City has duly
authorized the issuance and sale of the Bonds pursuant to the Bond Ordinance, the
Indenture, and the PID Act. The City has, and at the Closing will have, full legal right,
power and authority (i) to enter into, execute, deliver, and perform its obligations under
this Agreement and the other City Documents, (ii) to issue, sell and deliver the Bonds to
the Underwriter pursuant to the Indenture, the Bond Ordinance, the PID Act, and as
provided herein, and (iii) to carry out, give effect to and consummate the transactions on
the part of the City described by the Bond Ordinance and the other City Documents.
d. No Breach or Default. As of the time of acceptance hereof, and to its
knowledge, the City is not, and as of the Delivery Date the City will not be, in breach of
or in default in any material respect under any applicable constitutional provision, law, or
administrative rule or regulation of the State or the United States, or any applicable
judgment or decree, or any trust agreement, loan agreement, bond, note, resolution,
ordinance, agreement, or other instrument related to the Bonds and to which the City is a
party or is otherwise subject, and no event has occurred and is continuing which, with the
passage of time or the giving of notice, or both, would constitute a default or event of
default under any such instrument which breach, default, or event could have a material
adverse effect on the City’s ability to perform its obligations under the Bonds or the City
Documents; and, as of such times, the authorization, execution, and delivery of the Bonds
and the City Documents and compliance by the City with the obligations on its part to be
performed in each of such agreements or instruments does not and will not conflict with
or constitute a breach of or default under any applicable constitutional provision, law, or
administrative rule or regulation of the State or the United States, or any applicable
judgment, decree, license, permit, trust agreement, loan agreement, bond, note,
resolution, ordinance, agreement or other instrument to which the City (or any of its
officers in their respective capacities as such) is subject, or by which it or any of its
properties are bound, nor will any such authorization, execution, delivery, or compliance
result in the creation or imposition of any lien, charge, or other security interest or
encumbrance of any nature whatsoever upon any portion of the Trust Estate or under the
terms of any such law, regulation, or instrument, except as may be permitted by the City
Documents.
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e. No Litigation. At the time of acceptance hereof there is no action, suit,
proceeding, inquiry or investigation, at law or in equity, before or by any court,
government agency, public board or body (collectively and individually, an “Action”)
pending against the City with respect to which the City has been served with process, nor
to the knowledge of the City is any Action threatened against the City, in which any such
Action (i) in any way questions the existence of the City or the rights of the members of
the City Council to hold their respective positions, (ii) in any way questions the formation
or existence of the District, (iii) affects, contests or seeks to prohibit, restrain or enjoin the
issuance or delivery of any of the Bonds, or the payment or collection of any amounts
pledged or to be pledged to pay the principal of and interest on the Bonds, or in any way
contests or affects the validity of the City Documents or the consummation of the
transactions on the part of the City described therein, or contests the exclusion of the
interest on the Bonds from federal income taxation, or (iv) which may result in any
material adverse change in the financial condition of the City; and, as of the time of
acceptance hereof, to the City’s knowledge, there is no basis for any action, suit,
proceeding, inquiry, or investigation of the nature described in clauses (i) through (iv) of
this sentence.
f. Bonds Issued Pursuant to Indenture. The City represents that the Bonds,
when issued, executed, and delivered in accordance with the Indenture and sold to the
Underwriter as provided herein, will be validly issued and outstanding obligations of the
City subject to the terms of the Indenture, entitled to the benefits of the Indenture and the
security of, lien on, and pledge of the Trust Estate. The Indenture creates a valid lien on
and pledge of the Trust Estate pursuant to the Indenture to the extent provided for in the
Indenture, subject in all cases to the provisions of the Indenture permitting the application
thereof for the purposes and on the terms and conditions set forth therein.
g. Improvement Area #1 Assessments. The Improvement Area #1
Assessments have been levied by the City in accordance with the Assessment Ordinance
and the PID Act on those parcels of land identified on the Improvement Area #1
Assessment Roll. According to the PID Act, such Improvement Area #1 Assessments
constitute a valid and legally binding first and prior lien against the properties assessed,
superior to all other liens and claims, except liens or claims for state, county, school
district, or municipality ad valorem taxes.
h. Consents and Approvals. All authorizations, approvals, licenses, permits,
consents, elections, and orders of or filings with any governmental authority, legislative
body, board, agency, or commission having jurisdiction in the matters which are required
by the Delivery Date for the due authorization of, which would constitute a condition
precedent to or the absence of which would adversely affect the due performance by the
City of, its obligations in connection with the City Documents have been duly obtained or
made and are in full force and effect, except the approval of the Bonds by the Attorney
General of the State, registration of the Bonds by the Comptroller of Public Accounts of
the State, and the approvals, consents and orders as may be required under Blue Sky or
securities laws of any jurisdiction.
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4136-2761-8153.2
i. Public Debt. Prior to the Closing, the City will not offer or issue any
bonds, notes or other obligations for borrowed money or incur any material liabilities,
direct or contingent, payable from or secured by a lien on and pledge of the Trust Estate
which secures the Bonds without the prior approval of the Underwriter.
j. Preliminary Limited Offering Memorandum. The information contained
in the Preliminary Limited Offering Memorandum is true and correct in all material
respects, and such information does not contain any untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which they were made, not
misleading; provided, however, that the City makes no representations with respect to the
Non-City Disclosures.
k. Limited Offering Memorandum. At the time of the City’s acceptance
hereof and (unless the Limited Offering Memorandum is amended or supplemented
pursuant to paragraph (d) of Section 5 of this Agreement) at all times subsequent thereto
during the period up to and including the twenty-fifth (25th) day subsequent to the “end of
the underwriting period,” the information contained in the Limited Offering
Memorandum does not and will not contain any untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which they were made, not
misleading; provided, however, that the City makes no representations with respect to the
Non-City Disclosures; and further provided, however, that if the City notifies the
Underwriter of any fact or event as required by Section 5(d) hereof, and the Underwriter
determines that such fact or event does not require preparation and publication of a
supplement or amendment to the Limited Offering Memorandum, then the Limited
Offering Memorandum in its then-current form shall be conclusively deemed to be
complete and correct in all material respects.
l. Supplements or Amendments to Limited Offering Memorandum. If the
Limited Offering Memorandum is supplemented or amended pursuant to paragraph (d) of
Section 5 of this Agreement, at the time of each supplement or amendment thereto and
(unless subsequently again supplemented or amended pursuant to such paragraph) at all
times subsequent thereto during the period up to and including the twenty-fifth (25th) day
subsequent to the “end of the underwriting period,” the Limited Offering Memorandum
as so supplemented or amended will not contain any untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which they were made, not
misleading; provided, however, that if the City notifies the Underwriter of any fact or
event as required by Section 5(d) hereof, and the Underwriter determines that such fact or
event does not require preparation and publication of a supplement or amendment to the
Limited Offering Memorandum, then the Limited Offering Memorandum in its then-
current form shall be conclusively deemed to be complete and correct in all material
respects.
m. Compliance with Rule 15c2-12. During the past five (5) years, the City
has complied in all material respects with its previous continuing disclosure undertakings
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4136-2761-8153.2
made by it in accordance with Rule 15c2-12, except as described in the Limited Offering
Memorandum.
n. Use of Bond Proceeds. The City will apply, or cause to be applied, the
proceeds from the sale of the Bonds as provided in and subject to all of the terms and
provisions of the Indenture and will not take or omit to take any action which action or
omission will adversely affect the exclusion from gross income for federal income tax
purposes of the interest on the Bonds.
o. Blue Sky and Securities Laws and Regulations. The City will furnish such
information and execute such instruments and take such action in cooperation with the
Underwriter as the Underwriter may reasonably request, at no expense to the City, (i) to
(y) qualify the Bonds for offer and sale under the Blue Sky or other securities laws and
regulations of such states and other jurisdictions in the United States as the Underwriter
may designate and (z) determine the eligibility of the Bonds for investment under the
laws of such states and other jurisdictions and (ii) to continue such qualifications in effect
so long as required for the initial distribution of the Bonds by the Underwriter (provided,
however, that the City will not be required to qualify as a foreign corporation or to file
any general or special consents to service of process under the laws of any jurisdiction)
and will advise the Underwriter immediately of receipt by the City of any notification
with respect to the suspension of the qualification of the Bonds for sale in any jurisdiction
or the initiation or threat of any proceeding for that purpose.
p. Certificates of the City. Any certificate signed by any official of the City
authorized to do so in connection with the transactions described in this Agreement shall
be deemed a representation and/or warranty, as applicable in the legal context, by the
City to the Underwriter as to the statements made therein and can be relied upon by the
Underwriter as to the statements made therein.
q. Intentional Actions Regarding Representations and Warranties. The City
covenants that between the date hereof and the Closing it will not intentionally take
actions which will cause the representations and warranties made in this Section to be
untrue as of the Closing.
r. Municipal Advisor. The City has engaged Hilltop Securities Inc. as its
municipal advisor (the “Municipal Advisor”) in connection with its offering and issuance
of the Bonds.
By delivering the Limited Offering Memorandum to the Underwriter, the City shall be
deemed to have reaffirmed, with respect to the Limited Offering Memorandum, the
representations, warranties, and covenants set forth above.
7. Developer’s Letter of Representations and Closing Certificates. At the signing of
this Agreement, the City and Underwriter shall receive from the Developer an executed
Developer’s Letter of Representations (the “Developer’s Letter of Representations”) in the form
of Appendix A hereto, and at the Closing, a certificate signed by the Developer set forth in
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4136-2761-8153.2
subsection 10(e) hereof and set forth in in Appendix E hereto (the “Developer’s Closing
Certificate”).
8. The Closing. At 10:00 a.m., Central time, on the Delivery Date, or at such other
time or on such earlier or later Business Day as shall have been mutually agreed upon by the City
and the Underwriter, (i) the City will deliver or cause to be delivered to DTC through its “FAST”
System, the Bonds in the form of one fully registered Bond for each maturity, registered in the
name of Cede & Co., as nominee for DTC, duly executed by the City and authenticated by the
Trustee as provided in the Indenture, and (ii) the City will deliver the closing documents
hereinafter mentioned to Bond Counsel, or a place to be mutually agreed upon by the City and
the Underwriter. Settlement will be through the facilities of DTC. The Underwriter will accept
delivery and pay the purchase price of the Bonds as set forth in Section 1 hereof by wire transfer
in federal funds payable to the order of the City or its designee. These payments and deliveries,
together with the delivery of the aforementioned documents, are herein called the “Closing.”
The Bonds will be made available to the Underwriter or counsel to the Underwriter for
inspection not less than twenty-four (24) hours prior to the Closing.
9. Underwriter’s Closing Conditions. The Underwriter has entered into this
Agreement in reliance upon the representations and covenants herein and in the Developer’s
Letter of Representations and the performance by the City of its obligations under this
Agreement, both as of the date hereof and as of the Delivery Date. Accordingly, the
Underwriter’s obligations under this Agreement to purchase, accept delivery of, and pay for the
Bonds shall be conditioned upon the performance by the City of its obligations to be performed
hereunder at or prior to Closing and shall also be subject to the following additional conditions:
a. Bring-Down Representations of the City. The representations and
covenants of the City contained in this Agreement shall be true and correct in all material
respects as of the date hereof and at the time of the Closing, as if made on the Delivery
Date.
b. Executed Agreements and Performance Thereunder. At the time of the
Closing:
(i) the City Documents shall be in full force and effect, and shall not
have been amended, modified, or supplemented except with the written consent of
the Underwriter;
(ii) the Authorizing Documents shall be in full force and effect;
(iii) there shall be in full force and effect such other ordinances,
resolutions, or actions of the City as, in the opinion of Bond Counsel and Counsel
to the Underwriter, shall be necessary on or prior to the Delivery Date in
connection with the transactions on the part of the City described in this
Agreement and the City Documents;
(iv) there shall be in full force and effect such other resolutions or
actions of the Developer as, in the opinion of Greenberg Traurig, LLP
(“Developer’s Counsel”), shall be necessary on or prior to the Delivery Date in
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4136-2761-8153.2
connection with the transactions on the part of the Developer described in the
Developer’s Letter of Representations, the Development Agreement, the CFA
Agreement, the Consent and Agreement of Landowner executed by the Developer
as of June 23, 2026 (the “Landowner Consent”), and the Continuing Disclosure
Agreement of Developer with respect to the Bonds, dated as of July 1, 2026,
executed and delivered by the Developer, the Administrator, and the
Dissemination Agent (the “Continuing Disclosure Agreement of Developer” and,
together with the Developer’s Letter of Representations, the Development
Agreement, the CFA Agreement, and the Landowner Consent, the “Developer
Documents”); and
(v) the City shall perform or have performed its obligations required or
specified in the City Documents to be performed at or prior to Closing.
c. No Default. At the time of the Closing, no default shall have occurred or
be existing and no circumstances or occurrences that, with the passage of time or giving
of notice, shall constitute an event of default under this Agreement, the Indenture, the
City Documents, the Developer Documents, or other documents relating to the financing
and construction of the Improvement Area #1 Improvements and the Development (as
defined in the Limited Offering Memorandum), and the Developer shall not be in default
in the payment of principal or interest on any of its indebtedness which default shall
materially adversely impact the ability of the Developer to pay the Improvement Area #1
Assessments when due or complete the Improvement Area #1 Improvements.
d. Closing Documents. At or prior to the Closing, the Underwriter shall have
received each of the documents required under Section 10 below.
e. Termination Events. The Underwriter shall have the right to cancel its
obligation to purchase the Bonds and to terminate this Agreement without liability
therefor by written notification to the City if, between the date of this Agreement and the
Closing any of the following shall have occurred:
(i) the market price or marketability of the Bonds, or the ability of the
Underwriter to enforce contracts for the sale of the Bonds, shall be materially
adversely affected by the occurrence of any of the following:
(1) legislation shall have been introduced in or enacted by the
Congress of the United States or adopted by either chamber thereof, or
legislation pending in the Congress of the United States shall have been
amended, or legislation shall have been recommended to the Congress of
the United States or otherwise endorsed for passage (by press release,
other form of notice, or otherwise) by the President of the United States,
the Treasury Department of the United States, or the Internal Revenue
Service or legislation shall have been proposed for consideration by
either the U.S. Senate Committee on Finance or the U.S. House of
Representatives Committee on Ways and Means or legislation shall have
been favorably reported for passage to either chamber of the Congress of
15
4136-2761-8153.2
the United States by a Committee of such chamber to which such
legislation has been referred for consideration, or a decision by a court of
the United States or the Tax Court of the United States shall be rendered
or a ruling, regulation, or announcement (final, temporary, or proposed)
by or on behalf of the Treasury Department of the United States, the
Internal Revenue Service, or other federal agency shall be made, which
would result in federal taxation of revenues or other income of the
general character expected to be derived by the City or upon interest on
securities of the general character of the Bonds or which would have the
effect of changing, directly or indirectly, the federal income tax
consequences of receipt of interest on securities of the general character
of the Bonds in the hands of the holders thereof; or
(2) legislation shall be enacted by the Congress of the United
States, or a decision by a court of the United States shall be rendered, or a
stop order, ruling, regulation, or statement by, or on behalf of, the
Securities and Exchange Commission or any other governmental agency
having jurisdiction of the subject matter shall be issued or made to the
effect that the issuance, offering or sale of obligations of the general
character of the Bonds, or the issuance, offering or sale of the Bonds,
including all underlying obligations, as described herein or by the
Limited Offering Memorandum, is in violation or would be in violation
of, or that obligations of the general character of the Bonds, or the Bonds,
are not exempt from registration under, any provision of the federal
securities laws, including the Securities Act, or that the Indenture needs
to be qualified under the Trust Indenture Act of 1939, as amended and as
then in effect (the “Trust Indenture Act”); or
(3) a general suspension of trading in securities on the New
York Stock Exchange, the establishment of minimum prices on such
exchange, the establishment of material restrictions (not in force as of the
date hereof) upon trading securities generally by any governmental
authority or any national securities exchange, a general banking
moratorium declared by federal, State of New York, or State officials
authorized to do so; provided, however that such suspension in trading or
any disruption in securities settlement, payment or clearance services is
not in force on the date hereof; or
(4) there shall have occurred (whether or not foreseeable) (i)
any outbreak of hostilities (including, without limitation, an act of
terrorism) including, but not limited to, an escalation of hostilities that
existed prior to the date hereof, (ii) national or international calamity or
crisis, including, but not limited to, an escalation in the scope or
magnitude of any natural disaster, or (iii) material financial crisis or
adverse change in the financial or economic conditions affecting the
United States government or the securities markets in the United States;
or
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4136-2761-8153.2
(5) there shall have occurred since the date of this Agreement
any materially adverse change in the affairs or financial condition of the
City or the Developer, except as disclosed or described in the Limited
Offering Memorandum; or
(6) any state blue sky or securities commission or other
governmental agency or body in any state in which more than ten percent
(10%) of the Bonds have been offered and sold shall have withheld
registration, exemption, or clearance of the offering of the Bonds as
described herein, or issued a stop order or similar ruling relating thereto;
or
(7) any amendment to the federal or State Constitution or
action by any federal or State court, legislative body, regulatory body, or
other authority materially adversely affecting the tax status of the City, its
property, income, securities (or interest thereon), or the validity or
enforceability of the Improvement Area #1 Assessments and the liens
created thereby, such Improvement Area #1 Assessments being the
primary asset of the Trust Estate pledged to pay principal of and interest
on the Bonds; or
(ii) the New York Stock Exchange or other national securities exchange
or any governmental authority shall impose, as to the Bonds or as to obligations of
the general character of the Bonds, any material restrictions not now in force, or
increase materially those now in force, with respect to the extension of credit by,
or the charge to the net capital requirements of, the Underwriter; or
(iii) any event occurring, or information becoming known which, in the
reasonable judgment of the Underwriter, makes untrue in any material respect any
statement or information contained in the Limited Offering Memorandum, or has
the effect that the Limited Offering Memorandum contains any untrue statement of
a material fact or omits to state a material fact required to be stated therein or
necessary to make the statements therein, in the light of the circumstances under
which they were made, not misleading, which change shall occur subsequent to the
date of this Agreement and shall not be due to the malfeasance, misfeasance or
nonfeasance of the Underwriter; or
(iv) any fact or event shall exist or have existed that, in the
Underwriter’s reasonable judgment, requires or has required an amendment of or
supplement to the Limited Offering Memorandum; or
(v) a general banking moratorium shall have been declared by federal
or State authorities having jurisdiction and shall be in force; or
(vi) a material disruption in securities settlement, payment or clearance
services shall have occurred; or
17
4136-2761-8153.2
(vii) a decision by a court of the United States shall be rendered, or a
stop order, release, regulation or no-action letter by or on behalf of the Securities
and Exchange Commission or any other governmental agency having jurisdiction
of the subject matter shall have been issued or made, to the effect that the issuance,
offering or sale of the Bonds, including the underlying obligations as described in
this Agreement or in the Limited Offering Memorandum, or any document relating
to the issuance, offering or sale of the Bonds, is or would be in violation of any
provision of the federal securities laws on the Delivery Date, including the
Securities Act, the Securities Exchange Act of 1934 and the Trust Indenture Act;
or
(viii) the purchase of and payment for the Bonds by the Underwriter, or
the resale of the Bonds by the Underwriter, on the terms and conditions herein
provided shall be prohibited by any applicable law, governmental authority, board,
agency, or commission, which prohibition shall occur subsequent to the date
hereof and shall not be due to the malfeasance, misfeasance, or nonfeasance of the
Underwriter.
With respect to the conditions described in subparagraphs (ii), (vii), and (viii) above, the
Underwriter is not aware of any current, pending, or proposed law or government inquiry
or investigation as of the date of execution of this Agreement which would permit the
Underwriter to invoke its termination rights hereunder.
10. Closing Documents. At or prior to the Closing, the Underwriter (or counsel to the
Underwriter on behalf of the Underwriter) shall receive the following documents:
a. Bond Opinion. The approving opinion of Bond Counsel, dated the
Delivery Date and substantially in the form included as Appendix D to the Limited
Offering Memorandum, together with a reliance letter from Bond Counsel, dated the
Delivery Date and addressed to the Underwriter, which may be included in the
supplemental opinion required by Section 10(b) hereof, to the effect that the foregoing
opinion may be relied upon by the Underwriter to the same extent as if such opinion were
addressed to it.
b. Supplemental Opinion. A supplemental opinion of Bond Counsel dated
the Delivery Date and addressed to the City and the Underwriter, in form and substance
acceptable to Counsel to the Underwriter, to the following effect:
(i) Except to the extent noted therein, Bond Counsel has not verified
and is not passing upon, and does not assume any responsibility for, the accuracy,
completeness, or fairness of the statements and information contained in the
Preliminary Limited Offering Memorandum and in the Limited Offering
Memorandum, but that Bond Counsel has reviewed the statements and information
appearing in the Preliminary Limited Offering Memorandum and in the Limited
Offering Memorandum under the captions and subcaptions “PLAN OF FINANCE
– The Bonds,” “DESCRIPTION OF THE BONDS,” “SECURITY FOR THE
BONDS,” “ASSESSMENT PROCEDURES” (except for the subcaptions
18
4136-2761-8153.2
“Assessment Methodology” and “Assessment Amounts”), “THE DISTRICT,”
“TAX MATTERS,” “LEGAL MATTERS – Legal Proceedings” (first paragraph
only) and “– Legal Opinions” (except for the final paragraph thereof),
“CONTINUING DISCLOSURE – The City,” “REGISTRATION AND
QUALIFICATION OF BONDS FOR SALE,” “LEGAL INVESTMENTS AND
ELIGIBILITY TO SECURE PUBLIC FUNDS IN TEXAS,” and “APPENDIX B,”
and Bond Counsel is of the opinion that the information relating to the Bonds, the
Bond Ordinance, the Assessment Ordinance, and the Indenture and legal issues
contained under such captions and subcaptions is an accurate and fair description
of 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;
(ii) The Bonds are not subject to the registration requirements of the
Securities Act, and the Indenture is exempt from qualification pursuant to the Trust
Indenture Act;
(iii) The City has or at the time of the adoption thereof had full power
and authority to adopt the Creation Resolution, the Assessment Ordinance, the
Service and Assessment Plan, and the Bond Ordinance (collectively, the “City
Actions”) and perform its obligations thereunder and the City Actions have been
duly adopted, are in full force and effect, and have not been modified, amended, or
rescinded; and
(iv) The Indenture, the Continuing Disclosure Agreement of Issuer, and
this Agreement have been duly authorized, executed and delivered by the City and,
assuming the due authorization, execution and delivery of such instruments,
documents, and agreements by the other parties thereto, constitute the legal, valid,
and binding agreements of the City, enforceable in accordance with their
respective terms, except as enforcement thereof may be limited by bankruptcy,
insolvency, or other laws affecting enforcement of creditors’ rights, or by the
application of equitable principles if equitable remedies are sought, and to the
application of Texas law relating to governmental immunity applicable to
governmental entities.
c. City Legal Opinion. An opinion of Wolfe, Tidwell & McCoy, LLP (the
“City Attorney”), dated the Delivery Date and addressed to the Underwriter, the City,
Bond Counsel, and the Trustee, with respect to matters relating to the City, substantially
in the form of Appendix C hereto or in form otherwise agreed upon by the Underwriter.
d. Opinion of Developer’s Counsel. The opinion of Developer’s Counsel,
substantially in the form of Appendix D hereto, dated the Delivery Date, addressed to the
City, Bond Counsel, the City Attorney, the Underwriter, and the Trustee.
e. Developer’s Closing Certificate. The Developer’s Closing Certificate
dated as of the Delivery Date, signed by authorized officers of the Developer in
substantially the form of Appendix E hereto.
19
4136-2761-8153.2
f. City Closing Certificate. A certificate of the City, dated the Delivery
Date, signed by an appropriate City official, to the effect that:
(i) the representations and warranties of the City contained herein and
in the City Documents are true and correct in all material respects on and as of the
Delivery Date as if made on the date thereof;
(ii) the Authorizing Documents and the City Documents are in full
force and effect and have not been amended, modified, or supplemented;
(iii) except as disclosed in the Limited Offering Memorandum, no
litigation or proceeding against the City is pending or, to the knowledge of such
person, threatened in any court or administrative body nor is there a basis for
litigation which would (a) contest the right of the members or officials of the City
to hold and exercise their respective positions, (b) contest the due organization and
valid existence of the City or the establishment of the District, (c) contest the
validity, due authorization and execution of the Bonds or the City Documents, or
(d) attempt to limit, enjoin or otherwise restrict or prevent the City from levying
and collecting the Improvement Area #1 Assessments pledged to pay the principal
of and interest on the Bonds, or the pledge thereof; and
(iv) the City has, to such person’s knowledge, complied with all
agreements and covenants and satisfied all conditions set forth in the City
Documents, on its part to be complied with or satisfied hereunder at or prior to the
Closing.
g. Trustee’s Counsel Opinion. An opinion of counsel to the Trustee, dated
the Delivery Date and addressed to the Underwriter, the City, and Bond Counsel, in form
and substance acceptable to Counsel to the Underwriter, the City, and Bond Counsel, to
the following effect:
(i) The Trustee was formed as an Alabama state banking corporation
and has not been dissolved, canceled, or terminated, and is authorized to carry out
corporate trust powers in accordance with the qualifications set forth for the
Trustee in the Indenture;
(ii) No consent, approval, authorization or order of, or filing,
registration or declaration with, any court or governmental agency or body is
required on behalf of the Trustee for the execution and delivery by the Trustee of
the Indenture or the performance by the Trustee of its obligations thereunder; and
(iii) The Indenture has been duly authorized, executed, and delivered by
the Trustee and is valid and enforceable against the Trustee in accordance with its
terms, except (a) as enforcement thereof may be limited by bankruptcy,
insolvency, reorganization, moratorium, fraudulent conveyance, or other similar
laws affecting the enforcement of creditors’ rights generally, and (b) as
enforcement thereof is subject to general principles of equity (regardless of
whether enforcement is considered a proceeding at law or in equity) and the
20
4136-2761-8153.2
discretion of the court before which any proceeding therefor may be brought,
(iii) as the exculpation provisions and rights to indemnification thereunder may be
limited by U.S., federal, and state securities laws and public policy considerations,
and (iv) as the waiver of rights and defenses contained in the Trustee Documents
may be limited by applicable law.
h. Trustee’s Certificate. A customary authorization and incumbency
certificate dated prior to the Delivery Date, signed by authorized officers of the Trustee in
form and substance acceptable to the Underwriter, Counsel to the Underwriter, and Bond
Counsel.
i. Underwriter Counsel’s Opinion. An opinion, dated the Delivery Date and
addressed to the Underwriter, of Orrick, Herrington & Sutcliffe LLP (“Counsel to the
Underwriter”), to the effect that:
(i) The Bonds are not subject to the registration requirements of the
Securities Act of 1933, as amended, and the Indenture is exempt from qualification
pursuant to the Trust Indenture Act of 1939, as amended;
(ii) The Continuing Disclosure Agreement of Issuer, together with
Section 10(o) hereof and Section 5 of the Bond Ordinance, satisfies the
requirements contained in Securities and Exchange Commission Rule 15c2-
12(b)(5) for an undertaking by the City for the benefit of the holders of the Bonds
to provide the information about the Bonds, the Trust Estate, the Improvement
Area #1 Assessments, and the Improvement Area #1 Assessed Property at the
times and in the manner required by said Rule; provided that, for purposes of this
opinion, such counsel is not expressing any view regarding the content of the
Preliminary Limited Offering Memorandum or the Limited Offering Memorandum
that is not expressly stated in the next paragraph below; and
(iii) Such counsel is not passing upon and does not assume any
responsibility for the accuracy, completeness, or fairness of any of the statements
contained in the Preliminary Limited Offering Memorandum or in the Limited
Offering Memorandum and makes no representation that it has independently
verified the accuracy, completeness, or fairness of any such statements. In its
capacity as counsel to the Underwriter, to assist the Underwriter in part of its
responsibility with respect to the Preliminary Limited Offering Memorandum and
the Limited Offering Memorandum, such counsel has participated in conferences
with representatives of the Underwriter, representatives of the City, and its
counsel, Wolfe, Tidwell & McCoy, LLP, as city attorney, McCall, Parkhurst &
Horton L.L.P., as bond counsel, Hilltop Securities Inc., as municipal advisor,
P3Works, LLC, as public improvement district administrator, representatives of
the Developer, its counsel Greenberg Traurig, LLP, and its engineers, consultants
and others, during which the contents of the Preliminary Limited Offering
Memorandum or the Limited Offering Memorandum and related matters were
discussed. Based on such counsel’s participation in the above-mentioned
conferences (which, with respect to the Preliminary Limited Offering
21
4136-2761-8153.2
Memorandum, did not extend beyond the date of this Agreement), and in reliance
thereon, on oral and written statements and representations of the City, the
Developer and others, and on the records, documents, certificates, opinions, and
matters herein mentioned, such counsel advises the Underwriter as a matter of fact
and not opinion that, during the course of such counsel’s representation of the
Underwriter on this matter, (a) no facts had come to the attention of the attorneys
in such counsel’s firm rendering legal services to the Underwriter in connection
with the Preliminary Limited Offering Memorandum which caused such counsel to
believe, as of the date of the Preliminary Limited Offering Memorandum and as of
the date of this Agreement, based on the documents, drafts, and facts in existence
and received as of those dates, that the Preliminary Limited Offering
Memorandum contained any untrue statement of a material fact or omitted to state
a material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading (except any
information marked as preliminary or subject to change, any information permitted
to be omitted by Securities and Exchange Commission Rule (“SEC”) 15c2-12 or
otherwise left blank and any other differences with the information in the Limited
Offering Memorandum), and (b) no facts had come to the attention of the attorneys
in such counsel’s firm rendering legal service to the Underwriter in connection
with the Limited Offering Memorandum which caused such counsel to believe that
the Limited Offering Memorandum as of its date and as of the date thereof
contained or contains any untrue statement of a material fact or omitted or omits to
state any material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading; provided that such
counsel expressly excludes from the scope of this paragraph and expresses no view
with respect to both the Preliminary Limited Offering Memorandum and the
Limited Offering Memorandum, about any CUSIP numbers, financial, accounting,
statistical, economic, engineering or demographic data or forecasts, numbers,
charts, tables, graphs, estimates, projections, assumptions or expressions of
opinion, any information about verification, feasibility, valuation, appraisals,
absorption, real estate or environmental matters, relationship among the parties,
Appendices, or any information about book-entry, DTC, Cede & Co., limitations
applicable to initial purchasers, tax exemption, underwriters, or underwriting
included or referred to therein or omitted therefrom. No responsibility is
undertaken or conclusion expressed with respect to any other disclosure document,
materials, or activity, or as to any information from another document or source
referred to by or incorporated by reference in the Preliminary Limited Offering
Memorandum or the Limited Offering Memorandum.
j. Limited Offering Memorandum. The Limited Offering Memorandum and
each supplement or amendment, if any, thereto.
k. Delivery of City Documents and Developer Documents. The City
Documents and the Developer Documents shall have been executed and delivered in
form and content satisfactory to the Underwriter.
22
4136-2761-8153.2
l. Form 8038-G. Evidence that the federal tax information form 8038-G has
been prepared by Bond Counsel for filing.
m. Federal Tax Certificate. A certificate of the City in form and substance
satisfactory to Bond Counsel and counsel to the Underwriter setting forth the facts,
estimates, and circumstances in existence on the Delivery Date, which establish that it is
not expected that the proceeds of the Bonds will be used in a manner that would cause the
Bonds to be “arbitrage bonds” within the meaning of Section 148 of the Internal Revenue
Code of 1986, as amended (the “Code”), and any applicable regulations (whether final,
temporary or proposed), issued pursuant to the Code.
n. Attorney General Opinion and Comptroller Registration. The approving
opinion of the Attorney General of the State regarding the Bonds and the Comptroller of
the State’s Certificate of Registration for the Initial Bond.
o. Continuing Disclosure Agreements. The Continuing Disclosure
Agreement of Issuer and the Continuing Disclosure Agreement of Developer shall have
been executed by the parties thereto in substantially the forms attached to the Preliminary
Limited Offering Memorandum as Appendix E-1 and Appendix E-2.
p. Letter of Representation of the Appraiser. (i) Letter of Representation of
the Appraiser, substantially in the form of Appendix F hereto, addressed to the City,
Bond Counsel, the Underwriter, and the Trustee, or in form otherwise agreed upon by the
Underwriter, and (ii) a copy of the real estate appraisal of the property within
Improvement Area #1 of the District dated , 2026.
q. Letter of Representation of PID Administrator. Letter of Representation
of the PID Administrator, substantially in the form of Appendix G hereto, addressed to
the City, Bond Counsel, the Underwriter, and the Trustee, or in form otherwise agreed
upon by the Underwriter.
r. Evidence of Filing of Creation Resolution and Assessment Ordinance with
Service and Assessment Plan. Evidence that the Creation Resolution and the Assessment
Ordinance, including the legal description of the property within the District and the
Service and Assessment Plan have been filed of record in the real property records of
Collin County, Texas.
s. Lender Consent Certificate. A Lender Consent Certificate of each holder
of a lien, if any, on land in Improvement Area #1 of the District on the Delivery Date,
consenting to and acknowledging the creation of the District, the adoption of the
Assessment Ordinance, the levy of the Improvement Area #1 Assessments, and the
subordination of their respective liens to the lien created by the Improvement Area #1
Assessments in a form acceptable to the Underwriter. In the event that there are no such
lienholders, the Developer shall provide such certifications as may be reasonably
requested by the Underwriter to confirm that no such liens exist as of the Delivery Date.
t. Developer Organizational and Verification Documents. The Developer
shall have delivered to the Underwriter and the City (i) fully executed copies of the
23
4136-2761-8153.2
Developer’s organizational documents, (ii) a Certificate of Status from the Texas
Secretary of State with respect to the Developer dated within 10 days of the Delivery
Date, (iii) verification of franchise tax account status with respect to the Developer from
the Texas Comptroller of Public Accounts dated within 10 days of the Delivery Date, and
(iv) a copy of its Standing Letter to the Attorney General of Texas in compliance with the
All Bond Counsel letter dated November 1, 2023, as last supplemented on December 29,
2023, or evidence of an exception to such requirement.
u. Rule 15c2-12 Certification. A resolution, ordinance, or certificate
whereby the City has deemed the Preliminary Limited Offering Memorandum final as of
its date, except for permitted omissions, as contemplated by Rule 15c2-12, in connection
with the offering of the Bonds, which certification may be included in the City Certificate
required by subsection 10(f) hereof or the Bond Ordinance.
v. Dissemination Agent. Evidence acceptable to the Underwriter in its sole
discretion that the City and the Developer have engaged a dissemination agent acceptable
to the Underwriter for the Bonds, with the execution of the Continuing Disclosure
Agreement of Issuer and the Continuing Disclosure Agreement of Developer by other
parties thereto being conclusive evidence of such acceptance by the Underwriter.
w. Reserved.
x. Additional Documents. Such additional legal opinions, certificates,
instruments, and other documents as the Underwriter or counsel to the Underwriter may
reasonably deem necessary.
11. City’s Closing Conditions. The obligation of the City hereunder to deliver the
Bonds shall be subject to receipt on or before the Delivery Date of the purchase price set forth in
Section 1 hereof, the Attorney General Opinion, the opinion of Bond Counsel described in
Section 10(a) hereof, and all documents required to be delivered by the Developer.
12. Consequences of Termination. If the City shall be unable to satisfy the conditions
contained in this Agreement or if the obligations of the Underwriter shall be terminated for any
reason permitted by this Agreement, this Agreement shall terminate and the Underwriter and the
City shall have no further obligation hereunder, except as further set forth in Sections 13, 14, 16,
and 22 hereof.
13. Term of Agreement. Except for surviving representations, warranties, and
indemnities of the parties to this Agreement, the term of this Agreement terminates upon the
“end of the underwriting period” (as defined in Rule 15c2-12) or, if earlier, exercise of a
termination right (which may not be based on an existing or incipient breach of a verification).
14. Costs and Expenses.
a. The Underwriter shall be under no obligation to pay, and the City shall
cause to be paid from proceeds of the Bonds the following expenses incident to the
issuance of the Bonds and performance of the City’s obligations hereunder: (i) the costs
of the preparation and printing of the Bonds; (ii) the cost of preparation, printing, and
24
4136-2761-8153.2
mailing of the Preliminary Limited Offering Memorandum, the final Limited Offering
Memorandum and any supplements and amendments thereto; (iii) the fees and
disbursements of the City’s legal counsel and Municipal Advisor, the Trustee’s counsel,
Bond Counsel, and the Trustee relating to the issuance of the Bonds; (iv) the Attorney
General’s review fees; (v) the fees and disbursements of accountants, advisers, and any
other experts or consultants retained by the City or for the benefit of the City, including
but not limited to the fees and expenses of the Appraiser and the PID Administrator; and
(vi) the expenses incurred by or on behalf of City employees and representatives that are
incidental to the issuance of the Bonds and the performance by the City of its obligations
under this Agreement.
b. The Underwriter shall pay the following expenses: (i) all advertising
expenses in connection with the limited offering of the Bonds; (ii) fees of counsel to the
Underwriter; and (iii) all other expenses, including CUSIP fees (including out-of-pocket
expenses and related regulatory expenses), incurred by it in connection with its public
offering and distribution of the Bonds, except as noted in subsection 13(a) above.
c. The City acknowledges that the Underwriter will pay from the
Underwriter’s expense allocation of the underwriting discount the applicable per bond
assessment charged by the Municipal Advisory Council of Texas, a nonprofit corporation
whose purpose is to collect, maintain, and distribute information relating to issuing
entities of municipal securities.
15. Notice. Any notice or other communication to be given to the City under this
Agreement may be given by delivering the same in writing to: City of Anna, Texas, 120 W. 7th
Street, Anna, Texas 75409, Attention: City Manager. Any notice or other communication to be
given to the Underwriter under this Agreement may be given by delivering the same in writing
to: FMSbonds, Inc., 5 Cowboys Way, Suite 300-25, Frisco, Texas 75034, Attention: Tripp
Davenport, Director.
16. Parties in Interest; Survival of City Representations. This Agreement is made
solely for the benefit of the City and the Underwriter (including their respective successors and
assigns), and no other person shall acquire or have any right hereunder or by virtue hereof. All
of the City’s representations, warranties, and covenants contained in this Agreement shall remain
operative and in full force and effect and survive delivery of and payment for the Bonds and any
termination, regardless of any investigations made by or on behalf of the Underwriter.
17. Survival of Representations and Warranties of Third Parties. All representations
and warranties of the parties (other than the City and the Underwriter) made in, pursuant to, or in
connection with this Agreement, including the appendices hereto, shall survive the execution and
delivery of this Agreement, notwithstanding any investigation by the parties. All statements
contained in any certificate, instrument, or other writing delivered by a party to this Agreement
or in connection with the transactions described in or by this Agreement constitute
representations and warranties by such party under this Agreement to the extent such statement is
set forth as a representation and warranty in the instrument in question.
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4136-2761-8153.2
18. Severability. In case any one or more of the provisions contained herein shall for
any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity,
illegality, or unenforceability shall not affect any other provision hereof.
19. State Law Governs. The validity, interpretation, and performance of this
Agreement shall be governed by the laws of the State and venue shall lie in Collin County,
Texas.
20. No Assignment. The rights and obligations created by this Agreement shall not
be subject to assignment by the Underwriter or the City without the prior written consent of the
other party hereto.
21. No Personal Liability. None of the members of the City Council, nor any officer,
representative, agent, or employee of the City, shall be charged personally by the Underwriter
with any liability, or be held liable to the Underwriter under any term or provision of this
Agreement, or because of execution or attempted execution, or because of any breach or
attempted or alleged breach of this Agreement.
22. Statutory Verifications. The Underwriter makes the following representation and
covenants to enable the City to comply with Chapters 2252, 2271, 2274, and 2276, Texas
Government Code, as heretofore amended (the “Government Code”), in entering into this
Agreement. As used in such verifications, “affiliate” means an entity that controls, is controlled
by, or is under common control with the Underwriter within the meaning of SEC Rule 405, 17
C.F.R. § 230.405, and exists to make a profit. Liability for breach of any such verification
during the term of this Agreement shall survive until barred by the applicable statute of
limitations, and shall not be liquidated or otherwise limited by any provision of this Agreement,
notwithstanding anything in this Agreement to the contrary.
a. Not a Sanctioned Company. The Underwriter represents that neither it nor any of
its parent company, wholly- or majority-owned subsidiaries, and other affiliates is a
company identified on a list prepared and maintained by the Texas Comptroller of Public
Accounts under Section 2252.153 or Section 2270.0201, Government Code. The
foregoing representation excludes the Underwriter and each of its parent company,
wholly- or majority-owned subsidiaries, and other affiliates, if any, that the United States
government has affirmatively declared to be excluded from its federal sanctions regime
relating to Sudan or Iran or any federal sanctions regime relating to a foreign terrorist
organization.
b. No Boycott of Israel. The Underwriter hereby verifies that it and its parent
company, wholly- or majority-owned subsidiaries, and other affiliates, if any, do not
boycott Israel and will not boycott Israel during the term of this Agreement. As used in
the foregoing verification, “boycott Israel” has the meaning provided in Section
2271.001, Government Code.
c. No Discrimination Against Firearm Entities. The Underwriter hereby verifies
that it and its parent company, wholly- or majority-owned subsidiaries, and other
affiliates, if any, do not have a practice, policy, guidance, or directive that discriminates
26
4136-2761-8153.2
against a firearm entity or firearm trade association and will not discriminate against a
firearm entity or firearm trade association during the term of this Agreement. As used in
the foregoing verification, “discriminate against a firearm entity or firearm trade
association” has the meaning provided in Section 2274.001(3), Government Code.
d. No Boycott of Energy Companies. The Underwriter hereby verifies that it and its
parent company, wholly- or majority-owned subsidiaries, and other affiliates, if any, do
not boycott energy companies and will not boycott energy companies during the term of
this Agreement. As used in the foregoing verification, “boycott energy companies” has
the meaning provided in Section 2276.001(1), Government Code
23. Form 1295. Submitted herewith (or prior to the date hereof) is a completed Form
1295 in connection with the Underwriter’s participation in the execution of this Agreement
generated by the Texas Ethics Commission’s (the “TEC”) electronic filing application in
accordance with the provisions of Section 2252.908 of the Texas Government Code and the rules
promulgated by the TEC (the “Form 1295”). The City hereby confirms receipt of the Form 1295
from the Underwriter, and the City agrees to acknowledge such form with the TEC through its
electronic filing application not later than the thirtieth (30th) day after the receipt of such form.
The Underwriter and the City understand and agree that, with the exception of information
identifying the City and the contract identification number, neither the City nor its consultants
are responsible for the information contained in the Form 1295; that the information contained in
the Form 1295 has been provided solely by the Underwriter; and, neither the City nor its
consultants have verified such information.
24. Underwriter Standing Letter and Bringdown Verification. The Underwriter
represents that it has, or will have prior to the date of Closing, on file with the Texas Attorney
General a standing letter addressing the representation and verifications contained in Section 22
of this Agreement in a form accepted by the Texas Attorney General. In addition, if the
Underwriter or the parent company, a wholly- or majority-owned subsidiary or another affiliate
of the Underwriter receives or has received a letter from the Texas Comptroller of Public
Accounts pursuant to Chapter 809, Texas Government Code seeking written verification that it
does not boycott energy companies (a “Comptroller Request Letter”), the Underwriter shall
promptly notify the City and Bond Counsel (if it has not already done so) and provide to the City
or Bond Counsel, two Business Days prior to Closing and additionally upon request by the City
or Bond Counsel, written verification to the effect that its standing letter described in the
preceding sentence remains in effect and may be relied upon by the City and the Texas Attorney
General (the “Bringdown Verification”). The Bringdown Verification shall also confirm that the
Underwriter (or the parent company, a wholly- or majority-owned subsidiary or other affiliate of
the Underwriter that received the Comptroller Request Letter) intends to timely respond or has
timely responded to the Comptroller Request Letter. The Bringdown Verification may be in the
form of an e-mail.
25. Counterparts. This Agreement may be executed by the parties hereto in separate
counterparts, each of which when so executed and delivered shall be an original, but all such
counterparts shall together constitute but one and the same instrument. The City and the
Underwriter agree that electronic signatures to this Agreement may be regarded as original
signatures.
27
4136-2761-8153.2
Signature pages follow.
S-1
4136-2761-8153.2
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of
the date first set forth above.
FMSbonds, Inc.,
as Underwrite
B :
Name: Theodore A. Swinarski
Title: Senior Vice President - Tradin
S-2
4136-2761-8153.2
Accepted at _____ a.m./p.m. central time on the
date first stated above.
City of Anna, Texas
B :
Cit Mana e
Schedule I-1
4136-2761-8153.2
SCHEDULE I
$18,659,000
CITY OF ANNA, TEXAS,
SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2026
(LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2
IMPROVEMENT AREA #1 PROJECT)
Interest Accrues From: Delivery Date
$ % Term Bonds, Due September 15, 20 , Priced to Yield % (a)(b)(c)(d)
(a) The initial reoffering prices or yields of the Bonds have been determined in accordance with the 10% test.
(b) The Bonds maturing on and after September 15, 20__, may be redeemed before their scheduled maturity date, 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 equal to the principal amount of the Bonds to be redeemed, plus accrued and unpaid interest to the
date fixed of redemption.
(c) The Bonds are also subject to extraordinary optional redemption as described in the Limited Offering Memorandum
under “DESCRIPTION OF THE BONDS – Redemption Provisions.”
(d) The Bonds are also subject to mandatory sinking fund redemption 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 Amount
September 15, 20__
September 15, 20__
September 15, 20__
September 15, 20__
September 15, 20__
September 15, 20__
September 15, 20__
September 15, 20__
September 15, 20__
September 15, 20__†
† Stated maturity.
A-1
4136-2761-8153.2
APPENDIX A
FORM OF DEVELOPER’S LETTER OF REPRESENTATIONS
$18,659,000
CITY OF ANNA, TEXAS,
SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2026
(LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2
IMPROVEMENT AREA #1 PROJECT)
DEVELOPER’S LETTER OF REPRESENTATIONS
June 23, 2026
City of Anna, Texas
120 W. 7th Street
Anna, Texas 75409
FMSbonds, Inc.
5 Cowboys Way, Suite 300-25
Frisco, Texas 75034
Ladies and Gentlemen:
This letter is being delivered to the City of Anna, Texas (the “City”) and FMSbonds, Inc.
(the “Underwriter”), in consideration for your entering into the Bond Purchase Agreement dated
the date hereof (the “Bond Purchase Agreement”) for the sale and purchase the $18,659,000
“City of Anna, Texas, Special Assessment Revenue Bonds, Series 2026 (Liberty Hills Public
Improvement District No. 2 Improvement Area #1 Project)” (the “Bonds”). Pursuant to the Bond
Purchase Agreement, the Underwriter has agreed to purchase from the City, and the City has
agreed to sell to the Underwriter, the Bonds. In order to induce the City to enter into the Bond
Purchase Agreement and as consideration for the execution, delivery, and sale of the Bonds by
the City and the purchase of them by the Underwriter, VC Liberty Hills, LLC, a Delaware
limited liability company (the “Developer”), makes the representations, warranties, and
covenants contained in this Developer’s Letter of Representations. Unless the context clearly
indicates otherwise, each capitalized term used in this Developer’s Letter of Representations will
have the meaning set forth in the Bond Purchase Agreement.
1. Purchase and Sale of Bonds. Inasmuch as the purchase and sale of the Bonds
represents a negotiated transaction, the Developer understands, and hereby confirms, that the
Underwriter is not acting as a fiduciary of the Developer, but rather is acting solely in its
capacity as Underwriter of the Bonds for its own account.
2. Updating of the Limited Offering Memorandum. If, after the date of this
Developer’s Letter of Representations, up to and including the date the Underwriter is no longer
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required to provide a Limited Offering Memorandum to potential customers who request the
same pursuant to Rule 15c2-12 (the earlier of (i) ninety (90) days from the “end of the
underwriting period” (as defined in Rule 15c2-12) and (ii) the time when the Limited Offering
Memorandum is available to any person from the MSRB, but in no case less than twenty-five
(25) days after the “end of the underwriting period” for the Bonds), the Developer becomes
aware of any fact or event which might or would cause the Limited Offering Memorandum, as
then supplemented or amended, to contain any untrue statement of a material fact or to omit to
state a material fact required to be stated therein or necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading, or if it is necessary
to amend or supplement the Limited Offering Memorandum to comply with law, the Developer
will notify the City and the Underwriter promptly (and for the purposes of this clause provide the
City and the Underwriter with such information as they may from time to time request);
however, that for the purposes of this Developer’s Letter of Representations and any certificate
delivered by the Developer in accordance with the Bond Purchase Agreement, the Developer
makes no representations with respect to the information appearing in the Preliminary Limited
Offering Memorandum or the Limited Offering Memorandum except for the information set
forth in the maps included therein and under the captions and subcaptions “PLAN OF
FINANCE” (except for the information under the subcaption “– The Bonds”), “THE
IMPROVEMENT AREA #1 IMPROVEMENTS,” “THE IMPROVEMENT AREA #1 MAJOR
IMPROVEMENTS,” “THE DEVELOPMENT,” “THE DEVELOPER” and, to the Developer’s
knowledge after due inquiry, under the captions “BONDHOLDERS’ RISKS” (only as it pertains
to the Developer, the Improvement Area #1 Improvements, the Improvement Area #1 Major
Improvements, and the Development (as defined in the Limited Offering Memorandum)),
“LEGAL MATTERS – Litigation – The Developer,” “CONTINUING DISCLOSURE – The
Developer” and “– The Developer’s Compliance with Prior Undertakings,” “SOURCES OF
INFORMATION – Source of Certain Information,” “APPENDIX E-2,” “APPENDIX F,” and
“APPENDIX G” (collectively, the “Developer Disclosures”) in accordance with subsection 4(f)
herein.
3. Developer Documents. The Developer has executed and delivered each of the
below listed documents (individually, a “Developer Document” and collectively, the “Developer
Documents”) in the capacity provided for in each such Developer Document, and each such
Developer Document constitutes a valid and binding obligation of the Developer, enforceable
against the Developer in accordance with its terms:
a. this Developer’s Letter of Representations;
b. the Development Agreement;
c. the CFA Agreement;
d. the Continuing Disclosure Agreement of Developer; and
e. the Landowner Consent.
The Developer has complied in all material respects with all of the Developer’s agreements and
covenants and satisfied all conditions required to be complied with or satisfied by the Developer
under the Developer Documents on or prior to the date hereof.
The representations and warranties of the Developer contained in the Developer
Documents are true and correct in all material respects on and as of the date hereof.
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4. Developer Representations, Warranties and Covenants. The Developer
represents, warrants, and covenants to the City and the Underwriter that:
a. Due Organization and Existence. The Developer is duly formed
and validly existing as a limited liability company under the laws of the State of
Delaware and is authorized to do business in the State of Texas.
b. Organizational Documents. The copies of the organizational
documents of the Developer provided by the Developer (the “Developer
Organizational Documents”) to the City and the Underwriter are fully executed,
true, correct, and complete copies of such documents and such documents have
not been amended or supplemented since delivery to the City and the Underwriter
and are in full force and effect as of the date hereof.
c. No Breach. The execution and delivery of the Developer
Documents by the Developer does not violate any judgment, order, writ,
injunction or decree binding on the Developer or any indenture, agreement, or
other instrument to which the Developer is a party.
d. No Litigation. Other than as described in the Preliminary Limited
Offering Memorandum and the Limited Offering Memorandum, there are no
proceedings pending or threatened in writing before any court or administrative
agency against the Developer that are either not covered by insurance or which
singularly or collectively would have a material, adverse effect on the ability of
the Developer to perform its obligations under the Developer Documents in all
material respects or that would reasonably be expected to prevent or prohibit the
development of the District in accordance with the description thereof in the
Preliminary Limited Offering Memorandum and the Limited Offering
Memorandum.
e. Information. The information prepared and submitted by the
Developer to the City or the Underwriter in connection with the preparation of the
Preliminary Limited Offering Memorandum and the Limited Offering
Memorandum was, and is, as of this date, true and correct in all material respects.
f. Preliminary Limited Offering Memorandum and Limited Offering
Memorandum. The Developer represents and warrants that the information set
forth in the Developer’s Disclosures in the Preliminary Limited Offering
Memorandum and the Limited Offering Memorandum is true and correct and
does not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading. The Developer agrees to provide a
certificate dated the Delivery Date affirming, as of such date, the representations
contained in this subsection (f) with respect to the Preliminary Limited Offering
Memorandum and the Limited Offering Memorandum.
g. Events of Default. No “Event of Default” or “event of default” by
the Developer under any of the Developer Documents, any documents to which
the Developer is a party described in the Limited Offering Memorandum, or
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4136-2761-8153.2
under any material documents relating to the financing and construction of the
Improvement Area #1 Improvements to which the Developer is a party, or event
that, with the passage of time or the giving of notice or both, would constitute
such “Event of Default” or “event of default” by the Developer has occurred and
is continuing.
h. Assignment of CFA Agreement. The Developer has not assigned
any of its rights under the CFA Agreement to an out-of-state entity.
i. Extraterritorial Jurisdiction. None of the real property located
within the District has been removed from the extraterritorial jurisdiction of the
City pursuant to Chapter 42, Subchapter D, of the Texas Local Government Code,
as amended.
5. Indemnification.
a. The Developer will indemnify and hold harmless the City and the Underwriter
and each of their officers, directors, employees and agents against any losses, claims, damages or
liabilities to which any of them may become subject, under the Securities Act of 1933 or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon an untrue statement or alleged untrue statement of a material fact
contained or incorporated by reference in the Developer’s Disclosures in the Preliminary Limited
Offering Memorandum and the Limited Offering Memorandum, or any amendment or
supplement to the Limited Offering Memorandum amending or supplementing the information
contained under the aforementioned captions (as qualified above), or arise out of or are based
upon the omission, untrue statement or alleged untrue statement or omission to state therein a
material fact necessary to make the statements under the aforementioned captions (as qualified
above) not misleading under the circumstances under which they were made and will reimburse
any indemnified party for any reasonable legal or other expenses reasonably incurred by them in
connection with investigating or defending any such action or claim as such expenses are
incurred.
b. Promptly after receipt by an indemnified party under subsection (a) above of
notice of the commencement of any action, such indemnified party shall, if a claim in respect
thereof is to be made against the indemnifying party under such subsection, notify the
indemnifying party in writing of the commencement thereof; but the omission so to notify the
indemnifying party shall not relieve the indemnifying party from any liability which it may have
to the indemnified party otherwise than under such subsection, unless such indemnifying party
was prejudiced by such delay or lack of notice. In case any such action shall be brought against
an indemnified party, it shall promptly notify the indemnifying party of the commencement
thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it
shall wish, to assume the defense thereof, with counsel reasonably satisfactory to such
indemnified party (who shall not, except with the consent of the indemnified party, be counsel to
the indemnifying party), and, after notice from the indemnifying party to such indemnified party
of its election so to assume the defense thereof, the indemnifying party shall not be liable to such
indemnified party under such subsection for any legal expenses of other counsel or any other
expenses, in each case subsequently incurred by such indemnified party, in connection with the
defense thereof other than reasonable costs of investigation. The indemnifying party shall not be
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4136-2761-8153.2
liable for any settlement of any such action effected without its consent, but if settled with the
consent of the indemnifying party or if there is a final judgment for the plaintiff in any such
action, the indemnifying party will indemnify and hold harmless any indemnified party from and
against any loss or liability by reason of such settlement or judgment. The indemnity herein
shall survive delivery of the Bonds and shall survive any investigation made by or on behalf of
the City, the Developer, or the Underwriter.
6. Survival of Representations, Warranties and Covenants. All representations,
warranties, and agreements in this Developer’s Letter of Representations will survive regardless
of (a) any investigation or any statement in respect thereof made by or on behalf of the
Underwriter, (b) delivery of any payment by the Underwriter for the Bonds pursuant to the Bond
Purchase Agreement, and (c) any termination of the Bond Purchase Agreement.
7. Binding on Successors and Assigns. This Developer’s Letter of Representations
will be binding upon the Developer and its successors and assigns and inure solely to the benefit
of the Underwriter and the City, and no other person or firm or entity will acquire or have any
right under or by virtue of this Developer’s Letter of Representations.
Signature page follows.
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Dated: June 23, 2026
VC Liberty Hills, LLC, a Delaware limited liability
company
By: Veritas Communities, LLC, a Texas
limited liability company, Manager
By: ___________________________
Kevin Lazares, Managing Member
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APPENDIX B
$18,659,000
CITY OF ANNA, TEXAS,
SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2026
(LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2
IMPROVEMENT AREA #1 PROJECT)
ISSUE PRICE CERTIFICATE
The undersigned, as the duly authorized representative of FMSbonds, Inc. (“Purchaser”),
hereby certifies as set forth below with respect to the sale and issuance of the “City of Anna,
Texas, Special Assessment Revenue Bonds, Series 2026 (Liberty Hills Public Improvement
District No. 2 Improvement Area #1 Project),” issued by the City of Anna, Texas (“Issuer”), in
the principal amount of $18,659,000 (“Bonds”):
(a) The first price at which at least ten percent (“Substantial Amount”) of the
principal amount of each maturity of the Bonds having the same credit and payment terms (a
“Maturity”) was sold to a person (including an individual, trust, estate, partnership, association,
company, or corporation) other than an Underwriter (the “Public”) is set forth in the final
Limited Offering Memorandum relating to the Bonds.
A copy of the pricing wire or equivalent communication for the Bonds is attached to this
Certificate as Schedule A.
For purposes of this Issue Price Certificate, the term “Underwriter” means (1) (i) a person
that agrees pursuant to a written contract with the Issuer (or with the lead underwriter to form an
underwriting syndicate) to participate in the initial sale of the Bonds to the Public, or (ii) any
person that agrees pursuant to a written contract directly or indirectly with a person described in
clause (1)(i) of this paragraph (including a member of a selling group or a party to a retail
distribution agreement participating in the initial sale of the Bonds to the Public) to participate in
the initial sale of the Bonds to the Public, and (2) any person who has more than 50% common
ownership, directly or indirectly, with a person described in clause (1) of this paragraph.
Signature page follows.
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The undersigned understands that the foregoing information will be relied upon by the
Issuer with respect to certain of the representations set forth in the Federal Tax Certificate with
respect to the Bonds and with respect to compliance with the federal income tax rules affecting
the Bonds, and by McCall, Parkhurst & Horton L.L.P., in connection with rendering its opinion
that the interest on the Bonds is excluded from gross income for federal income tax purposes, the
preparation of the Internal Revenue Service Form 8038-G, and other federal income tax advice
that it may give to the Issuer from time to time relating to the Bonds. Notwithstanding anything
set forth herein, the Purchaser is not engaged in the practice of law and makes no representation
as to the legal sufficiency of the factual matters set forth herein.
EXECUTED and DELIVERED as of this , 2026.
FMSbonds, Inc.
B :
Name: Theodore A. Swinarski
Title: Senior Vice President – Tradin
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SCHEDULE A
PRICING WIRE OR EQUIVALENT COMMUNICATION
(Attached)
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APPENDIX C
[LETTERHEAD OF WOLFE, TIDWELL & MCCOY LLP]
July 22, 2026
FMSbonds, Inc.
5 Cowboys Way, Suite 300-25
Frisco, Texas 75034
Regions Bank
3773 Richmond Ave., Suite 1100
Houston, Texas 77046
City of Anna, Texas
120 W. 7th Street
Anna, Texas 75409
McCall, Parkhurst & Horton L.L.P.
717 North Harwood, Suite 900
Dallas, Texas 75201
$18,659,000
CITY OF ANNA, TEXAS,
SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2026
(LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2
IMPROVEMENT AREA #1 PROJECT)
Ladies and Gentlemen:
The undersigned serves as the City Attorney for the City of Anna, Texas (the “City”), and
has, in that capacity, provided legal review in connection with the issuance and sale of
$18,659,000 “City of Anna, Texas, Special Assessment Revenue Bonds, Series 2026 (Liberty
Hills Public Improvement District No. 2 Improvement Area #1 Project)” (the “Bonds”), by the
City, a political subdivision of the State of Texas.
The Bonds are authorized pursuant to an ordinance enacted by the City Council of the
City (the “City Council”) on June 23, 2026 (the “Bond Ordinance”) and shall be issued pursuant
to the provisions of the Public Improvement District Assessment Act, Subchapter A of Chapter
372, Texas Local Government Code, as amended (the “Act”), and the Indenture of Trust, dated
as of July 1, 2026 (the “Indenture”), by and between the City and Regions Bank, as trustee (the
“Trustee”). Capitalized terms not defined herein shall have the same meanings as in the
Indenture, unless otherwise stated herein.
In connection with rendering this opinion, we have reviewed:
(a) The Resolution No. 2025-12-1868 (the “Creation Resolution”) enacted by the
City Council on December 9, 2025;
(b) The Ordinance No. 2026-__ accepted and approved by City Council on June 23,
2026 (the “Assessment Ordinance”), and the service and assessment plan (the “Service and
Assessment Plan”) attached as an exhibit thereto, as such Service and Assessment Plan was
updated by the Bond Ordinance;
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(c) The Bond Ordinance;
(d) The Indenture;
(e) the CFA Agreement;
(f) the Liberty Hills Development Agreement by and among the City, Liberty 800,
LP, Liberty 75, LP, The Thornton Family Trust, Janis Real Estate, LLC, and Jay P. and Irene C.
Janis, effective as of May 14, 2024, as assigned in part to the Developer effective December 3,
2024 (the “Development Agreement”); and
(g) the Continuing Disclosure Agreement of Issuer with respect to the Bonds, dated
as of July 1, 2026 (the “Continuing Disclosure Agreement of Issuer”), executed and delivered by
the City, P3Works, LLC, as PID Administrator, and Regions Bank, as Dissemination Agent.
The Creation Resolution, the Assessment Ordinance, and Bond Ordinance shall
hereinafter be referred to as the “Authorizing Documents” and the remaining documents shall
hereinafter be collectively referred to as the “City Documents.”
In all such examinations, we have assumed that all signatures on documents and
instruments executed by the City are genuine and that all documents submitted to me as copies
conform to the originals. In addition, for purposes of this opinion, we have assumed the due
authorization, execution, and delivery of the City Documents by all parties other than the City.
Based upon and subject to the foregoing and the additional qualifications and
assumptions set forth herein, we are of the opinion that:
1. The City is a home rule municipal corporation of the State of Texas and has all
necessary power and authority to enter into and perform its obligations under the Authorizing
Documents and the City Documents. The City has taken or obtained all actions, approvals,
consents, and authorizations required of it by applicable laws in connection with the execution of
the Authorizing Documents and the City Documents and the performance of its obligations
thereunder.
2. To the best of our knowledge, there is no action, suit, proceeding, inquiry or
investigation at law or in equity, before or by any court, public board or body, pending, or
threatened against the City: (a) affecting the existence of the City or the titles of its officers to
their respective offices; (b) in any way questioning the formation or existence of Liberty Hills
Public Improvement District No. 2 (the “District”); (c) affecting, contesting or seeking to
prohibit, restrain or enjoin the delivery of any of the Bonds, or the payment, collection or
application of any amounts pledged or to be pledged to pay the principal of and interest on the
Bonds, including the Assessments in the District pursuant to the provisions of the Assessment
Ordinance and the Service and Assessment Plan referenced therein; (d) contesting or affecting
the validity or enforceability or the City’s performance of the City Documents; (e) contesting the
exclusion of the interest on the Bonds from federal income taxation; or (f) which may result in
any material adverse change relating to the financial condition of the City.
3. The Authorizing Documents were duly enacted by the City and remain in full
force and effect on the date hereof.
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4. The City Documents have been duly authorized, executed and delivered by the
City and remain legal, valid, and binding obligations of the City enforceable against the City in
accordance with their terms. However, the enforceability of the obligations of the City under
such City Documents may be limited or otherwise affected by (a) bankruptcy, insolvency,
reorganization, moratorium, and other laws affecting the rights of creditors generally,
(b) principles of equity, whether considered at law or in equity, and (c) the application of Texas
law relating to action by future councils and relating to governmental immunity applicable to
governmental entities.
5. The performance by the City of the obligations under the Authorizing Documents
and the City Documents will not violate any provision of any Federal or Texas constitutional or
statutory provision.
6. No further consent, approval, authorization, or order of any court or governmental
agency or body or official is required to be obtained by the City as a condition precedent to the
performance by the City of its obligations under the Authorizing Documents and the City
Documents.
7. The City has duly authorized and delivered the Preliminary Limited Offering
Memorandum.
8. Based upon our limited participation in the preparation of the Preliminary Limited
Offering Memorandum and the Limited Offering Memorandum (collectively, the “Limited
Offering Memorandum”), the statements and information contained in the Limited Offering
Memorandum with respect to the City under the captions and subcaptions “ASSESSMENT
PROCEDURES – Assessment Methodology” and “– Assessment Amounts,” “THE CITY,”
“THE DISTRICT,” and “LEGAL MATTERS – Litigation – The City” are fair and accurate
summaries of the law and the documents and facts summarized therein.
9. The adoption of the Authorizing Documents, the execution and delivery of the
City Documents and the compliance with the provisions of the Authorizing Documents and the
City Documents under the circumstances contemplated thereby, to the best of our knowledge: (a)
do not and will not in any material respect conflict with or constitute on the part of the City a
breach of or default under any agreement to which the City is a party or by which it is bound,
and (b) do not and will not in any material respect conflict with or constitute on the part of the
City a violation, breach of or default under any existing law, regulation, court order or consent
decree to which the City is subject.
This opinion may not be relied upon by any other person except those specifically
addressed in this letter.
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APPENDIX D
LETTERHEAD OF GREENBERG TRAURIG, LLP
July 22, 2026
City of Anna
120 W. 7th Street
Anna, Texas 75409
FMSbonds, Inc.
5 Cowboys Way, Suite 300-25
Frisco, Texas 75034
McCall, Parkhurst & Horton L.L.P.
717 North Harwood, Suite 900
Dallas, Texas 75201
Regions Bank, an Alabama state banking
corporation, as Trustee
3773 Richmond Ave., Suite 1100
Houston, Texas 77046
Wolfe, Tidwell & McCoy LLP
2591 Dallas Parkway, #205
Frisco, Texas 75034
$18,659,000
CITY OF ANNA, TEXAS,
SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2026
(LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2
IMPROVEMENT AREA #1 PROJECT)
Ladies and Gentlemen:
I. Introduction
We have acted as special counsel to VC Liberty Hills, LLC, a Delaware limited liability
company (the “Developer”), in connection with the issuance and sale by the City of Anna, Texas
(the “City”), of $18,659,000 City of Anna, Texas, Special Assessment Revenue Bonds, Series
2026 (Liberty Hills Public Improvement District No. 2 Improvement Area #1 Project) (the
“Bonds”), pursuant to the Indenture of Trust, dated as of July 1, 2026 (the “Indenture”), by and
between the City and Regions Bank, an Alabama state banking corporation, as trustee (the
“Trustee”). Proceeds from the sale of the Bonds will be used, in part, to fund certain public
infrastructure improvements in the development known as “Liberty Hills” (the “Development”)
located in the corporate boundaries of the City.
The Bonds are being sold by FMSbonds, Inc. (the “Underwriter”), pursuant to that certain
Bond Purchase Agreement, dated June 23, 2026 (the “Bond Purchase Agreement”), between the
City and the Underwriter. All capitalized terms used herein and not otherwise defined shall have
the meanings ascribed thereto in the Bond Purchase Agreement.
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In our capacity as special counsel to the Developer, and for purposes of rendering the
opinions set forth herein, we have examined originals or copies, certified or otherwise identified
to our satisfaction, of:
(a) The following documents (collectively, the “Material Documents”):
1. the Development Agreement;
2. the CFA;
3. the Continuing Disclosure Agreement of Developer;
4. the Developer’s Letter of Representations;
5. the Developer’s Closing Certificate;
6. the Landowner Consent; and
7. the General Certificate of the Developer with respect to the Bonds, dated as of
July 22, 2026 (the “Developer Certificate”).
(b) The Preliminary Limited Offering Memorandum, dated June 10, 2026, relating to
the issuance of the Bonds (the “Preliminary Limited Offering Memorandum”);
(c) The final Limited Offering Memorandum, dated June 23, 2026, relating to the
issuance of the Bonds (the “Limited Offering Memorandum”); and
(d) Such other documents, records, agreements, and certificates of the Developer as
we have deemed necessary or appropriate to render the opinions expressed below.
In basing the opinions and other matters set forth herein on “our knowledge,” the words
“our knowledge” signify that, in the course of our representation of the Developer the principal
attorneys in this firm involved in the current actual transaction do not have actual knowledge or
actual notice that any such opinions or other matters are not accurate or that any of the
documents, certificates, reports and information on which we have relied are not accurate and
complete. Except as otherwise stated herein, we have undertaken no independent investigation
or certification of such matters. The words “our knowledge” and similar language used herein
are intended to be limited to the knowledge of the attorneys within our firm who have worked on
the matters contemplated by our representation as special counsel.
In rendering the opinions set forth herein, we have assumed, without independent
investigation (other than the Developer), that: (i) the due authorization, execution, and delivery
of each of the documents referred to in this opinion letter by all parties thereto (other than the
authorization, execution, and delivery by the Developer) and that each such document constitutes
a valid, binding, and enforceable obligation of each party (other than the Developer) thereto, (ii)
all of the parties to the documents referred to in this opinion letter are duly organized, validly
existing, in good standing and have the requisite power, authority (corporate, limited liability
company, partnership or other) and legal right to execute, deliver, and perform its obligations
under such documents (except to the extent set forth in our opinions set forth herein regarding
valid existence and power and authority of the Developer to execute, deliver, and perform its
obligations under the Material Documents), (iii) each certificate from governmental officials
reviewed by us is accurate, complete, and authentic, and all official public records are accurate
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and complete, (iv) the legal capacity of all natural persons, (v) the genuineness of all signatures
(other than those of the Developer in respect of the Material Documents), (vi) the authenticity
and accuracy of all documents submitted to us as originals, (vii) the conformity to original
documents of all documents submitted to us as photostatic or certified copies, (viii) that no laws
or judicial, administrative, or other action of any governmental entity of any jurisdiction not
expressly opined to herein would adversely affect the opinions set forth herein, and (ix) that the
execution and delivery by each party of, and performance of its agreements in, the Material
Documents do not breach or result in a default under any existing obligation of such party under
any agreements, contracts or instruments to which such party is a party to or otherwise subject to
or any order, writ, injunction, or decree of any court applicable to such party.
In addition, we have assumed that the Material Documents accurately reflect the
complete understanding of the parties with respect to the transactions contemplated thereby and
the rights and obligations of the parties thereunder. We have also assumed that the terms and
conditions of the transaction as reflected in the Material Documents have not been amended,
modified, or supplemented, directly or indirectly, by any other agreement or understanding of the
parties or waiver of any of the material provisions of the Material Documents.
We assume that none of the parties to the Material Documents (other than the Developer)
is a party to any court or regulatory proceeding relating to or otherwise affecting the Material
Documents or is subject to any order, writ, injunction, or decree of any court or federal, state, or
local governmental agency or commission that would prohibit the execution and delivery of the
Material Documents, or the consummation of the transactions therein contemplated in the
manner therein provided, or impair the validity or enforceability thereof. We assume that each
of the parties to the Material Documents (other than the Developer) has full authority to close
this transaction in accordance with the terms and provisions of the Material Documents.
We assume that neither the Underwriter nor the City nor their respective counsel has any
current actual knowledge of any facts not known to us or any law or judicial decision which
would make the opinions set forth herein incorrect, and that no party upon whom we have relied
for purposes of this opinion letter has perpetrated a fraud.
We have only been engaged by our clients in connection with the Material Documents
(and the transactions contemplated in the Material Documents) and do not represent these clients
generally.
II. Opinions and Assurances
Based solely upon the foregoing, and subject to the assumptions and limitations set forth
herein, we are of the opinion that:
(a) The Developer is a limited liability company formed under the laws of the State
of Texas and qualified to transact business as a limited liability company, and in good standing
under the laws of the State of Texas.
(b) The Developer has the power and authority to execute and deliver the Material
Documents to which it is a party, and to perform its obligations thereunder.
(c) The execution and delivery by the Developer of the Material Documents to which
it is a party, and the performance by the Developer of its obligations under the Material
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Documents will not (i) violate any applicable law; or (ii) conflict with or result in the breach of
any court decree or order of any governmental body identified in the Developer Certificate or
otherwise actually known to the lawyers who have provided substantive attention to the
representation reflected in this opinion binding upon or affecting the Developer, the conflict with
which or breach of which would have a material, adverse effect on the ability of the Developer to
perform its obligations under the Material Documents to which it is a party.
(d) To our knowledge, no governmental approval which has not been obtained is
required to be obtained by the Developer on or before the date hereof as a condition to the
performance by the Developer of its obligations under the Material Documents to which it is a
party, except for governmental approvals that may be required to comply with certain covenants
contained in the Material Documents (including, without limitation, covenants to comply with
applicable laws).
(e) Based solely on the Developer Certificate, the Developer has duly executed and
delivered each of the Material Documents to which it is a party, and each of the Material
Documents constitute the legal, valid, and binding obligations of the Developer, enforceable
against the Developer in accordance with their respective terms, subject to the following
qualifications: (i) the effect of applicable bankruptcy, insolvency, reorganization, moratorium,
and other similar laws affecting the rights of creditors generally, (ii) the effect of the exercise of
judicial discretion in accordance with general principles of equity (whether applied by a court of
law or of equity), and (iii) the effect that enforceability of the indemnification provisions therein
may be limited, in whole or in part. The execution, delivery, and performance by the Developer
of its obligations under the Material Documents do not violate any existing laws of the State of
Texas applicable to the Developer.
(f) To our knowledge, there are no actions, suits, or proceedings pending or
threatened against the Developer identified in the Developer Certificate, or otherwise actually
known to the lawyers who have provided substantive attention to the representation reflected in
this opinion in any court of law or equity, or before or by any governmental instrumentality with
respect to: (i) its organization or existence or qualification to do business in the State of Texas;
(ii) its authority to execute or deliver the Material Documents to which it is a party; (iii) the titles
of the parties executing the Material Documents; (iv) the execution, delivery, validity, or
enforceability of the Material Documents on behalf of the Developer; (v) the operations or
financial condition of the Developer that would materially adversely affect those operations or
the financial condition of the Developer; or (vi) the acquisition and construction of the property
and improvements identified in the Limited Offering Memorandum the cost of which is to be
funded or reimbursed, in whole or in part, by proceeds of the Bonds.
(g) Based solely on the Developer Certificate, the execution and delivery of the
Material Documents do not, and the transactions described therein may be consummated and the
terms and conditions thereof may be observed and performed in a manner that does not, conflict
with or constitute a breach of or default under any loan agreement, indenture, bond note,
resolution, agreement, or other instrument to which the Developer is a party or is otherwise
subject and which have been identified in the Developer Certificate, which violation, breach, or
default would materially adversely affect the Developer or its performance of its obligations
under the transactions described in the Material Documents; nor will any such execution,
delivery, adoption, fulfillment, or compliance result in the creation or imposition of any lien,
charge, or other security interest or encumbrance of any nature whatsoever upon any of the
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property or assets of the Developer, except as expressly described in the Material Documents (a)
under applicable law, or (b) under any such loan agreement, indenture, bond note, resolution,
agreement, or other instrument.
(h) The information set forth in the Preliminary Limited Offering Memorandum and
the Limited Offering Memorandum under the captions “PLAN OF FINANCE – Overview,” “–
Development Plan,” and “Lot Purchase and Sale Agreements,” “THE IMPROVEMENT AREA
#1 IMPROVEMENTS,” “THE IMPROVEMENT AREA #1 MAJOR IMPROVEMENTS,”
“THE DEVELOPMENT,” “THE DEVELOPER,” “BONDHOLDERS’ RISKS” (only as it
pertains to the Developer, the Improvement Area #1 Improvements, the Improvement Area #1
Major Improvements, and the Development (as defined in the Limited Offering
Memorandum)),” “LEGAL MATTERS – Litigation – The Developer,” and “CONTINUING
DISCLOSURE – The Developer,” and “– The Developer’s Compliance with Prior
Undertakings” adequately and fairly describe the information summarized under such captions
and are correct as to matters of law.
(i) Subject to the below qualifications and based upon our participation in the
preparation of the Preliminary Limited Offering Memorandum and the Limited Offering
Memorandum and our participation at conferences with representatives of the Underwriter and
its counsel, of the City and its counsel, and with representatives of the Developer at which the
Preliminary Limited Offering Memorandum and the Limited Offering Memorandum and related
matters were discussed, and although we have not independently verified the information in the
Preliminary Limited Offering Memorandum and the Limited Offering Memorandum and are not
passing upon and do not assume any responsibility for the accuracy, completeness or fairness of
the statements contained in the Preliminary Limited Offering Memorandum and the Limited
Offering Memorandum and any amendment or supplement thereto, no facts have come to our
attention that lead us to believe that the information set forth under the captions referenced in the
preceding paragraph with respect to the Preliminary Limited Offering Memorandum, as of the
date of the Preliminary Limited Offering Memorandum and as of June 23, 2026, and with respect
to the Limited Offering Memorandum, as of the date of the Limited Offering Memorandum and
the date hereof, contained or contains any untrue statement of a material fact, or omitted or omits
to state any material fact required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were made, not misleading.
III. Qualifications
In addition to any assumptions, qualifications, and other matters set forth elsewhere
herein, the opinions set forth above are subject to the following assumptions and qualifications:
(a) We have not examined any court dockets, agency files or other public records
regarding the entry of any judgments, writs, decrees, or orders or the pendency of any actions,
proceedings, investigations, or litigation.
(b) We have relied upon the Developer Certificate, as well as the representations of
the Developer contained in the Material Documents, with respect to certain facts material to our
opinion. Except as otherwise specifically indicated herein, we have made no independent
investigation regarding any of the foregoing documents or the representations contained therein.
With respect to our opinion in II(a) relating to the Developer’s good standing, we have relied
solely on a Certificate of Fact being issued by the Secretary of State of Texas with respect to the
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Developer and an online search of the Franchise Tax Account Status page of the website of the
Texas Comptroller of Public Accounts which indicated the right of the Developer to do business
in the State of Texas is intact.
(c) Our opinion is subject to the effect of any applicable bankruptcy, insolvency,
reorganization, fraudulent conveyance, moratorium, or other laws affecting creditors’ rights
generally and to the effect of general principles of equity, including (without limitation) remedies
of specific performance and injunctive relief and concepts of materiality, reasonableness, good
faith, and fair dealing (regardless of whether considered in a proceeding in equity or at law).
(d) Except for the Material Documents, we have not reviewed, and express no
opinion as to, any other contracts or agreements to which the Developer is a party or by which
the Developer is or may be bound.
(e) The opinions expressed herein are based upon and limited to the applicable laws
of the State of Texas and the laws of the United States of America, excluding the principles of
conflicts of laws thereof, as in effect as of the date hereof, and our knowledge of the facts
relevant to such opinions on such date. In this regard, we note that we are members of the Bar of
the State of Texas, we do not express any opinion herein as to matters governed by the laws of
any other jurisdiction, except the United States of America, we do not purport to be experts in
any other laws, and we can accept no responsibility for the applicability or effect of any such
laws. In addition, we assume no obligation to supplement the opinions expressed herein if any
applicable laws change after the date hereof, or if we become aware of any facts or
circumstances that affect the opinions expressed herein.
(f) This letter is strictly limited to the matters expressly set forth herein and no
statements or opinions should be inferred beyond such matters.
(g) Notwithstanding anything contained herein to the contrary, we express no opinion
whatsoever concerning the status of title to any real or personal property.
(h) The opinions expressed herein regarding the enforceability of the Material
Documents are subject to the qualification that certain of the remedial, waiver or other provisions
thereof may not be enforceable; but such unenforceability will not, in our judgment, render the
Material Documents invalid as a whole or substantially interfere with the practical realization of
the principal legal benefits provided in the Material Documents, except to the extent of any
economic consequences of any procedural delays which may result therefrom.
(i) The opinion expressed herein as to the enforceability of the Material Documents
is specifically subject to the qualification that enforceability of the Material Documents is limited
by the following: (i) the rights of the United States under the Federal Tax Lien Act of 1966, as
amended; (ii) principles of equity, public policy and unconscionability which may limit the
availability of certain remedies; (iii) bankruptcy, insolvency, reorganization, fraudulent
conveyance, liquidation, probate, conservatorship, and other laws applicable to creditors’ rights
or the collection of debtors’ obligations generally; and (iv) requirements of due process under the
United States Constitution, the Constitution of the State of Texas, and other laws or court
decisions limiting the rights of creditors to repossess, foreclose, or otherwise realize upon the
property of a debtor without appropriate notice or hearing or both.
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(j) We express no opinion as to whether a court would grant specific performance or
any other equitable remedy with respect to the enforcement of the Material Documents.
(k) We express no opinion as to the validity, binding effect, or enforceability of:
(i) provisions which purport to waive rights or notices, including rights to trial by jury,
counterclaims or defenses, jurisdiction, or venue; (ii) provisions relating to consent judgments,
waivers of defenses or the benefits of statutes of limitations, marshaling of assets, the
transferability of any assets which by their nature are nontransferable, sales in inverse order of
alienation, or severance; (iii) provisions purporting to waive the benefits of present or of future
laws relating to exemptions, appraisement, valuation, stay of execution, redemption, extension of
time for payment, setoff, and similar debtor protection laws; or (iv) provisions requiring a party
to pay fees and expenses regardless of the circumstances giving rise to such fees or expenses or
the reasonableness thereof.
(l) The opinions expressed herein are subject to the effect of generally applicable
rules of law that provide that forum selection clauses in contracts are not necessarily binding on
the court(s) in the forum selected.
(m) We express no opinion as to the enforceability of any provisions in the Material
Documents purporting to entitle a party to indemnification in respect of any matters arising in
whole or in part by reason of any negligent, illegal, or wrongful act or omission of such party.
This opinion is furnished to those parties addressed in this letter solely in connection with
the transactions, for the purposes and on the terms described above and may not be relied upon
for any other purpose or by any other person in any manner or for any purpose.
Very truly yours,
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APPENDIX E
DEVELOPER’S CLOSING CERTIFICATE
VC Liberty Hills, LLC, a Delaware limited liability company (the “Developer”), DOES
HEREBY CERTIFY the following as of the date hereof. All capitalized terms not otherwise
defined herein shall have the meaning given to such term in the Limited Offering Memorandum.
1. The Developer is a Delaware limited liability company organized, validly existing
and in good standing under the laws of the State of Texas.
2. Representatives of the Developer have provided information to the City of Anna,
Texas (the “City”) and FMSbonds, Inc. (the “Underwriter”) to be used in connection with the
offering by the City of its $18,659,000 aggregate principal amount of Special Assessment
Revenue Bonds, Series 2026 (Liberty Hills Public Improvement District No. 2 Improvement
Area #1 Project) (the “Bonds”), pursuant to the Preliminary Limited Offering Memorandum,
dated June 10, 2026 (the “Preliminary Limited Offering Memorandum”), and Limited Offering
Memorandum dated June 23, 2026 (the “Limited Offering Memorandum”).
3. The Developer has delivered to the Underwriter and the City true, correct,
complete, and fully executed copies of the Developer’s organizational documents, including its
Articles of Organization filed with the Secretary of State of the State of Texas, and such
documents have not been amended or supplemented since delivery to the Underwriter and the
City and are in full force and effect as of the date hereof.
4. The Developer has delivered to the Underwriter and the City a (i) Certificate of
Status from the Texas Secretary of State, and (ii) verification of franchise tax account status from
the Texas Comptroller of Public Accounts, both dated within 10 days of the date hereof.
5. The Developer has executed and delivered each of the below listed documents
(individually, a “Developer Document” and collectively, the “Developer Documents”) in the
capacity provided for in each such Developer Document, and each such Developer Document
constitutes a valid and binding obligation of the Developer, enforceable against the Developer in
accordance with its terms:
(a) the Developer’s Letter of Representations, dated June 23, 2026;
(b) the Development Agreement;
(c) the CFA Agreement;
(d) the Continuing Disclosure Agreement of Developer with respect to the
Bonds, dated as of July 1, 2026, executed and delivered by the Developer, P3Works,
LLC, as Administrator, and Regions Bank, an Alabama state banking corporation, as
Dissemination Agent; and
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(e) the Consent and Agreement of Landowner, executed by the Developer as
of June 23, 2026.
6. The Developer owned all of the Improvement Area #1 Assessed Property (as
defined in the Service and Assessment Plan) located in Improvement Area #1 of the District on
the date that the Assessment Ordinance was adopted and is not an entity that may claim a
homestead right under Texas law.
7. The representations and warranties of the Developer contained in the Developer
Documents are true and correct in all material respects on and as of the date hereof.
8. The Developer has complied in all material respects with all of the Developer’s
agreements and covenants and satisfied all conditions required to be complied with or satisfied
by the Developer under the Developer Documents on or prior to the date hereof.
9. The execution and delivery of the Developer Documents by the Developer does
not violate any judgment, order, writ, injunction or decree binding on the Developer or any
indenture, agreement, or other instrument to which the Developer is a party. There are no
proceedings pending or threatened in writing before any court or administrative agency against
the Developer that is either not covered by insurance or which singularly or collectively would
have a material, adverse effect on the ability of the Developer to perform its obligations under
the Developer Documents in all material respects or that would reasonably be expected to
prevent or prohibit the development of the District in accordance with the description thereof in
the Limited Offering Memorandum.
10. The Developer has reviewed and approved the information contained in the
Preliminary Limited Offering Memorandum in all maps included therein and under the captions
and subcaptions “PLAN OF FINANCE” (except for the information under the subcaption “– The
Bonds”), “THE IMPROVEMENT AREA #1 IMPROVEMENTS,” “THE IMPROVEMENT
AREA #1 MAJOR IMPROVEMENTS,” “THE DEVELOPMENT,” and “THE DEVELOPER”
and “BONDHOLDERS’ RISKS” (only as it pertains to the Developer, the Improvement Area #1
Improvements, the Improvement Area #1 Major Improvements, and the Development (as
defined in the Limited Offering Memorandum)), “LEGAL MATTERS – Litigation – The
Developer,” “CONTINUING DISCLOSURE – The Developer” and “– The Developer’s
Compliance with Prior Undertakings,” “SOURCES OF INFORMATION – Source of Certain
Information,” “APPENDIX E-2,” “APPENDIX F,” and “APPENDIX G” (collectively, the
“Developer Disclosures”) and certifies that the information contained in the Developer
Disclosures 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 are made, not misleading, as of the date of the Preliminary
Limited Offering Memorandum and as of the date of the Limited Offering Memorandum;
provided, however, that the foregoing certification is not a certification as to the accuracy,
completeness or fairness of any of the other statements contained in the Preliminary Limited
Offering Memorandum.
11. The Developer has reviewed and approved the information contained in the
Developer Disclosures in the Limited Offering Memorandum and certifies that the same is true
and correct and does not contain any untrue statement of a material fact or omit to state a material
fact necessary in order to make the statements made therein, in the light of the circumstances under
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which they are made, not misleading, as of the date of the Limited Offering Memorandum and as
of the date hereof; provided, however, that the foregoing certification is not a certification as to
the accuracy, completeness or fairness of any of the other statements contained in the Limited
Offering Memorandum.
12. To the Developer’s knowledge, the Developer is in compliance in all material
respects with all provisions of applicable law relating to the Developer in connection with the
Development. Except as otherwise described in the Limited Offering Memorandum: (a) to the
Developer’s knowledge, there is no default of any zoning condition, land use permit or
development agreement binding upon the Developer or any portion of the Development that
would materially and adversely affect the Developer’s ability to complete or cause to be
completed the development of the property within the District as described in the Limited
Offering Memorandum; and (b) the Developer has no reason to believe that any additional
permits, consents and licenses required to complete the development of the property within the
District as and in the manner described in the Limited Offering Memorandum will not be
reasonably obtainable in due course.
13. The Developer is not insolvent and has not made an assignment for the benefit of
creditors, filed, or consented to a petition in bankruptcy, petitioned or applied (or consented to
any third-party petition or application) to any tribunal for the appointment of a custodian,
receiver or any trustee or commenced any proceeding under any bankruptcy, reorganization,
arrangement, readjustment of debt, dissolution or liquidation law or statute of any jurisdiction.
14. The levy of the Improvement Area #1 Assessments on property in the District
owned by the Developer will not conflict with or constitute a breach of or default under any
agreement, mortgage, deed of trust, indenture, or other instrument to which the Developer is a
party or to which the Developer or any of its property or assets is subject.
15. The Developer is not in default under any mortgage, trust indenture, lease, or
other instrument to which it or any of its assets is subject, which default would have a material
and adverse effect on the Bonds or the Developer’s ability to perform its obligations under the
Developer Documents.
16. The Developer has no knowledge of any physical condition of the Development
owned or to be developed by the Developer that currently requires, or currently is reasonably
expected to require in the process of development investigation or remediation under any
applicable federal, state, or local governmental laws or regulations relating to the environment in
any material and adverse respect.
17. Other than the lien of RCHF GB Trust in connection with the Development Loan,
no liens exist on land in Improvement Area #1 of the District on the date hereof.
Signature page follows.
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Dated: July 22, 2026
DEVELOPER:
VC Liberty Hills, LLC, a Delaware limited liability
company
By: Veritas Communities, LLC, a Texas limited
liability company, Manager
By: ___________________________
Kevin Lazares, Managing Member
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APPENDIX F
LETTERHEAD OF PEYCO SOUTHWEST REALTY, INC.
, 2026
City of Anna, Texas
120 W. 7th Street
Anna, Texas 75409
FMSbonds, Inc.
5 Cowboys Way, Suite 300-25
Frisco, Texas 75034
McCall, Parkhurst & Horton L.L.P.
717 North Harwood, Suite 900
Dallas, Texas 75201
Regions Bank, an Alabama state banking
corporation, as Trustee
3773 Richmond Ave., Suite 1100
Houston, Texas 77046
Re: City of Anna, Texas, Special Assessment Revenue Bonds, Series 2026 (Liberty
Hills Public Improvement District No. 2 Improvement Area #1 Project) (the
“Bonds”)
Ladies and Gentlemen:
The undersigned, an authorized representative of Peyco Southwest Realty, Inc. (the
“Appraiser”), the appraiser of the undeveloped property contained in Improvement Area #1 of
the Liberty Hills Public Improvement District No. 2 (the “District”), does hereby represent the
following:
1. The Appraiser has supplied certain information contained in the Preliminary
Limited Offering Memorandum for the Bonds, dated June 10, 2026, and the Limited Offering
Memorandum for the Bonds, dated June 23, 2026 (together, the “Limited Offering
Memorandum”), relating to the issuance of the Bonds by the City of Anna, Texas, as described
above. The information the Appraiser provided for the Limited Offering Memorandum is the real
estate appraisal of the property in the District, located in APPENDIX H to the Limited Offering
Memorandum, and the description thereof, set forth under the caption “APPRAISAL.”
2. To the best of my professional knowledge and belief, as of the date of my
appraisal report, the portion of the Limited Offering Memorandum described above does not
contain an untrue statement of a material fact as to the information and data set forth therein and
does not omit to state a material fact necessary to make the statements made therein, in the light
of the circumstances under which they were made, not misleading.
3. Appraiser agrees to the inclusion of the Appraisal in the Limited Offering
Memorandum and the use of its name in the Limited Offering Memorandum for the Bonds.
4. Appraiser agrees that, to the best of its ability, it will inform you immediately
should it learn of any event(s) or information of which you are not aware subsequent to the date
of this letter and prior to the actual time of delivery of the Bonds (anticipated to occur on or
about July 22, 2026) which would render any such information in the Limited Offering
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Memorandum untrue, incomplete, or incorrect, in any material fact or render any statement in the
Appraisal materially misleading.
5. The undersigned hereby represents that he or she has been duly authorized to
execute this letter of representations.
Sincerely yours,
PEYCO SOUTHWEST REALTY, INC.
B :
Its:
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APPENDIX G
LETTERHEAD OF P3WORKS, LLC
, 2026
City of Anna, Texas
120 W. 7th Street
Anna, Texas 75409
FMSbonds, Inc.
5 Cowboys Way, Suite 300-25
Frisco, Texas 75034
McCall, Parkhurst & Horton L.L.P.
717 North Harwood, Suite 900
Dallas, Texas 75201
Regions Bank, an Alabama state banking
corporation, as Trustee
3773 Richmond Ave., Suite 1100
Houston, Texas 77046
Re: City of Anna, Texas, Special Assessment Revenue Bonds, Series 2026 (Liberty
Hills Public Improvement District No. 2 Improvement Area #1 Project) (the
“Bonds”)
Ladies and Gentlemen:
The undersigned, , an authorized representative of P3Works, LLC
(“P3Works”), consultant in connection with the creation by the City of Anna, Texas (the “City”),
of Liberty Hills Public Improvement District No. 2 (the “District”), does hereby represent the
following:
1. P3Works has supplied certain information contained in the Preliminary Limited
Offering Memorandum for the Bonds, dated June 10, 2026, and the final Limited Offering
Memorandum for the Bonds, dated June 23, 2026 (together, the “Limited Offering
Memorandum”), relating to the issuance of the Bonds by the City, as described above. The
information P3Works provided for the Limited Offering Memorandum is located (a) under the
captions “ASSESSMENT PROCEDURES” and “THE ADMINISTRATOR” and (b) in the
Service and Assessment Plan (the “SAP”) for the City located in APPENDIX C to the Limited
Offering Memorandum.
2. At the request of the City, P3Works has prepared the SAP and acknowledges and
agrees that the SAP will be included in the Limited Offering Memorandum for the Bonds.
3. To the best of my professional knowledge and belief, the portions of the Limited
Offering Memorandum described in paragraph 1 above do not contain an untrue statement of a
material fact as to the information and data set forth therein and does not omit to state a material
fact necessary to make the statements made therein, in the light of the circumstances under which
they were made, not misleading.
4. P3Works agrees to the inclusion of the SAP in the Limited Offering
Memorandum and to the use of its name in the Limited Offering Memorandum for the Bonds.
4. P3Works agree that, to the best of our ability, we will inform you immediately
should we learn of any event(s) or information of which you are not aware subsequent to the date
of this letter and prior to the actual time of delivery of the Bonds (anticipated to occur on or
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about July 22, 2026) which would render any such information in the Limited Offering
Memorandum untrue, incomplete, or incorrect, in any material fact or render any such
information materially misleading.
5. The undersigned hereby represents that he or she has been duly authorized to
execute this letter of representation.
Sincerely yours,
P3WORKS, LLC
B :
Its:
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EXHIBIT C
CONTINUING DISCLOSURE AGREEMENT
Draft 05.28.2026
4123-4630-2057.2
CITY OF ANNA, TEXAS,
SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2026
(LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2
IMPROVEMENT AREA #1 PROJECT)
CONTINUING DISCLOSURE AGREEMENT OF ISSUER
This Continuing Disclosure Agreement of Issuer dated as of July 1, 2026 (this “Disclosure
Agreement”) is executed and delivered by and among the City of Anna, Texas (the “Issuer”),
P3Works, LLC (the “Administrator”), and Regions Bank, acting solely in its capacity as
dissemination agent (the “Dissemination Agent”) with respect to the Issuer’s “Special Assessment
Revenue Bonds, Series 2026 (Liberty Hills Public Improvement District No. 2 Improvement Area
#1 Project)” (the “Bonds”). The Issuer, the Administrator, and the Dissemination Agent covenant
and agree as follows:
SECTION 1. Purpose of the Disclosure Agreement. This Disclosure Agreement is
being executed and delivered by the Issuer, the Administrator, and the Dissemination Agent for
the benefit of the Owners (defined below) and beneficial owners of the Bonds. Unless and until a
different filing location is designated by the MSRB (defined below) or the SEC (defined below),
all filings made by the Dissemination Agent pursuant to this Disclosure Agreement shall be filed
with the MSRB through EMMA (defined below).
SECTION 2. Definitions. In addition to the definitions set forth above and in the
Indenture of Trust dated as of July 1, 2026, relating to the Bonds (the “Indenture”), which apply
to any capitalized term used in this Disclosure Agreement, including the Exhibits hereto, the
following capitalized terms shall have the following meanings:
“Annual Collections Report” shall mean any Annual Collections Report provided by the
Issuer pursuant to, and as described in, Section 5 of this Disclosure Agreement.
“Annual Collections Report Filing Date” shall mean for each Fiscal Year succeeding the
reporting Fiscal Year, the date that is three (3) months after the Final Assessment Payment Date,
which Annual Collections Report Filing Date is currently April 30.
“Annual Financial Information” shall mean annual financial information as such term is
used in paragraph (b)(5)(i) of the Rule and specified in subsection 4(a) of this Disclosure
Agreement.
“Annual Financial Statements” shall mean audited or unaudited financial statements of the
Issuer prepared in accordance with generally accepted accounting principles for governmental
units as prescribed by the Government Accounting Standards Board from time to time, or such
other accounting principles as the Issuer may be required to employ from time to time pursuant to
state law or regulation.
“Annual Financials Filing Date” shall mean, for each Fiscal Year, the date on which the
Annual Financial Statements must be filed with the MSRB, which date is 12 months after the end
of the Issuer’s Fiscal Year. The Annual Financials Filing Date is currently September 30.
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“Annual Information Filing Date” shall mean, for each Fiscal Year, the date on which the
Annual Financial Information must be filed with the MSRB, which date is six (6) months after the
end of the Issuer’s Fiscal Year. The Annual Information Filing Date is currently March 31.
“Collections Reporting Date” shall mean, for each Tax Year, the date that is one (1) month
after the Delinquency Date, which Collections Reporting Date is currently March 1.
“Delinquency Date” shall mean February 1 of the year following the year in which the
Improvement Area #1 Assessments were billed or as may be otherwise defined in Section 31.02
of the Texas Tax Code, as amended.
“Developer” shall mean VC Liberty Hills, LLC, a Delaware limited liability company, and
its successors and assigns.
“Disclosure Agreement of Developer” shall mean the Continuing Disclosure Agreement
of the Developer relating to the Bonds dated as of July 1, 2026, executed and delivered by the
Developer, the Administrator, and the Dissemination Agent, relating to the Bonds.
“Disclosure Representative” shall mean the Finance Director or City Manager of the Issuer
or his or her designee, or such other officer or employee as the Issuer may designate in writing to
the Dissemination Agent from time to time.
“Dissemination Agent” shall mean Regions Bank, acting solely in its capacity as
dissemination agent, or any successor Dissemination Agent designated in writing by the Issuer and
which has filed with the Trustee a written acceptance of such designation.
“EMMA” shall mean the Electronic Municipal Market Access service currently available
on the internet at http://emma.msrb.org.
“Filing Date” means any one or all of the Annual Financials Filing Date, Annual
Information Filing Date, and Annual Collections Report Filing Date.
“Final Assessment Payment Date” shall mean the calendar day preceding the Delinquency
Date.
“Financial Obligation” shall mean a (a) debt obligation; (b) derivative instrument entered
into in connection with, or pledged as security or a source of payment for, an existing or planned
debt obligation; or (c) guarantee of a debt obligation or any such derivative instrument; provided
that “financial obligation” shall not include municipal securities (as defined in the Securities
Exchange Act of 1934, as amended) as to which a final official statement (as defined in the Rule)
has been provided to the MSRB consistent with the Rule.
“Fiscal Year” shall mean the Issuer’s fiscal year, currently the twelve-month period from
October 1 through September 30.
“Listed Events” shall mean any of the events listed in subsection 6(a) of this Disclosure
Agreement.
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“MSRB” shall mean the Municipal Securities Rulemaking Board or any other entity
designated or authorized by the SEC to receive continuing disclosure reports pursuant to the Rule.
“Participating Underwriter” shall mean FMSbonds, Inc., and its successors and assigns.
“Rule” shall mean Rule 15c2-12 adopted by the SEC under the Securities Exchange Act of
1934, as the same may be amended from time to time.
“SEC” shall mean the United States Securities and Exchange Commission.
“Tax Year” means the calendar year, or as may be otherwise defined in Section 1.04 of the
Texas Tax Code, as amended.
SECTION 3. Provision of Annual Financial Information and Audited Financial
Statements.
(a) For each Fiscal Year, commencing with the Fiscal Year ending September 30,
2026, the Issuer shall cause, pursuant to written direction, and hereby directs the Dissemination
Agent to provide or cause to be provided to the MSRB, in the electronic or other format required
by the MSRB the Annual Financial Information and the Annual Financial Statements, as follows:
(i) The Issuer shall provide or caused to be provided the Annual Financial
Information to the MSRB not later than the Annual Information Filing Date; and
(ii) The Issuer shall provide or caused to be provided audited Annual Financial
Statements to the MSRB not later than the Annual Financials Filing Date, or if audited
Annual Financial Statements are not available by the Annual Financials Filing Date,
unaudited Annual Financial Statements, provided to the Dissemination Agent which is
consistent with the requirements specified in Section 4 of this Disclosure Agreement.
In each case, the Annual Financial Information and the Annual Financial Statements may
include by reference other information as provided in Section 4 of this Disclosure Agreement. If
the Issuer’s Fiscal Year changes, it shall file notice of such change (including the date of the new
Fiscal Year) with the MSRB prior to the next Annual Information Filing Date. All documents
provided to the MSRB shall be accompanied by identifying information as prescribed by the
MSRB.
(b) Not later than ten days prior to the applicable Filing Date, the Issuer shall provide
the Annual Financial Information or Annual Financial Statements, as the case may be, to the
Dissemination Agent together with written direction to file such with the MSRB. The
Dissemination Agent shall provide such Annual Financial Information or Annual Financial
Statements to the MSRB not later than ten days from receipt of such from the Issuer, but in no
event later than the applicable Filing Date for such Fiscal Year.
If by the fifth (5th) day before the applicable Filing Date the Dissemination Agent has not
received a copy of the Annual Financial Information or Annual Financial Statements, as
applicable, the Dissemination Agent shall contact the Disclosure Representative in writing (which
may be by e-mail) to remind the Issuer of its undertaking to provide the applicable Annual
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Financial Information or Annual Financial Statements pursuant to subsection (a). Upon such
reminder, the Disclosure Representative shall either (i) provide the Dissemination Agent with an
electronic copy of the Annual Financial Information or Annual Financial Statements, as applicable,
no later than two Business Days prior to the applicable Filing Date; or (ii) instruct the
Dissemination Agent in writing that the Issuer will not be able to provide the Annual Financial
Information by the Annual Information Filing Date or the Annual Financial Statements by the
Annual Financials Filing Date, as applicable, state the date by which the Annual Financial
Information or Annual Financial Statements for such year will be provided and instruct the
Dissemination Agent in writing to immediately send a notice to the MSRB in substantially the
form attached as Exhibit A; provided, however, that in the event the Disclosure Representative is
required to act under either (i) or (ii) described above, the Dissemination Agent still must file the
Annual Financial Information, Annual Financial Statements, or the notice of failure to file, as
applicable, to the MSRB, no later than the applicable Filing Date; provided further, that in the
event the Disclosure Representative fails to act under either (i) or (ii) described above, the
Dissemination Agent shall file a notice of failure to file no later than the applicable Filing Date.
(c) The Dissemination Agent, pursuant to written direction (which written direction
may be made via electronic means), shall:
(i) determine the filing address or other filing location of the MSRB each year
prior to filing the Annual Financial Information and the Annual Financial Statements on
the dates required in subsection (a);
(ii) on behalf of the Issuer, file the Annual Financial Information and the
Annual Financial Statements containing or incorporating by reference the information set
forth in Section 4 hereof; and
(iii) if the Issuer has provided the Dissemination Agent with the completed
Annual Financial Information and the Annual Financial Statements, as applicable, and the
Dissemination Agent has filed such Annual Financial Information or Annual Financial
Statements with the MSRB, then, the Dissemination Agent shall provide written
confirmation to with the Issuer stating that the Annual Financial Information or Annual
Financial Statements has been provided pursuant to this Disclosure Agreement, stating the
date it was provided and that it was filed with the MSRB and the Dissemination Agent
shall use its best efforts to provide such written confirmation to the Issuer on the same date
on which the filing is made.
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SECTION 4. Content and Timing of Annual Financial Information and Annual
Financial Statements.
(a) The Annual Financial Information. The Annual Financial Information for the
Bonds shall contain or incorporate by reference, and the Issuer agrees to provide or cause to be
provided to the Dissemination Agent to file by the Annual Information Filing Date, the following
Annual Financial Information (any or all of which may be unaudited):
(i) Information regarding the Bonds and the Trust Estate in substantially
similar form to that shown in the tables provided under Sections 4(a)(i) of Exhibit B
attached hereto. Such information shall be provided as of the end of the Fiscal Year to
which the information being reported relates.
(ii) Financial information and operating data with respect to the Issuer of the
general type and in substantially similar form to that shown in the tables provided under
Sections 4(a)(ii) of Exhibit B attached hereto. Such information shall be provided as of the
end of the Fiscal Year to which the information being reported relates.
(iii) Any updates to the Service and Assessment Plan, including the Annual
Service Plan Update.
(iv) A description of any amendment to this Disclosure Agreement and a copy
of any restatements to the Issuer’s audited financial statements during such Fiscal Year.
(b) Annual Financial Statements. The Issuer agrees to provide or cause to be provided
to the Dissemination Agent to file by the Annual Financials Filing Date the audited Annual
Financial Statements of the Issuer for the most recently ended Fiscal Year, prepared in accordance
with generally accepted accounting principles applicable from time to time to the Issuer. If the
audited Annual Financial Statements of the Issuer are not available by the Annual Financials Filing
Date, the Issuer shall provide unaudited Annual Financial Statements of the Issuer no later than
the Annual Financials Filing Date and audited Annual Financial Statements when and if available.
(c) The Issuer has designated P3Works, LLC, as the initial Administrator. The
Administrator, and if no Administrator is designated, Issuer’s staff, shall prepare the Annual
Financial Information. In all cases, the Issuer shall have the sole responsibility for the content,
design and other elements comprising substantive contents of the Annual Financial Information
under this Section 4.
Any or all of the items listed above may be included by specific reference to other
documents, including disclosure documents of debt issues of the Issuer, which have been submitted
to and are publicly accessible from the MSRB. If the document included by reference is a final
offering document, it must be available from the MSRB. The Issuer shall clearly identify each
such other document so included by reference. The Dissemination Agent has no duty or obligation
to determine whether or not the information contained in any completed forms containing financial
information and operating data as shown in Exhibit B provided to it has been accurately completed
and shall only be required to file the forms as completed and provided to it by either the
Administrator or the Issuer, pursuant to written direction.
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SECTION 5. Annual Collections Report.
(a) For each Fiscal Year succeeding the reporting Fiscal Year, the Issuer shall cause,
pursuant to written direction, and hereby directs the Dissemination Agent to provide or cause to
be provided to the MSRB, in the electronic or other format required by the MSRB, not later than
the Annual Collections Report Filing Date, an Annual Collections Report provided to the
Dissemination Agent which complies with the requirements specified in this Section 5; provided
that the Issuer may provide the Annual Collections Report as part of the Annual Financial
Information, if such Annual Collections Report is available when the Annual Financial
Information is provided to the MSRB. All documents provided to the MSRB shall be accompanied
by identifying information as prescribed by the MSRB.
Not later than ten (10) days prior to the Annual Collections Report Filing Date, the Issuer
shall provide the Annual Collections Report to the Dissemination Agent together with written
direction to file such Annual Collections Report with the MSRB. The Dissemination Agent shall
provide such Annual Collections Report to the MSRB not later than ten (10) days from receipt of
such Annual Collections Report from the Issuer, but in no event later than the Annual Collections
Report Filing Date.
If by the fifth (5th) day before the Annual Collections Report Filing Date the Dissemination
Agent has not received a copy of the Annual Collections Report, the Dissemination Agent shall
contact the Disclosure Representative in writing (which may be by e-mail) to remind the Issuer of
its undertaking to provide the applicable Annual Collections Report pursuant to this subsection
(a). Upon such reminder, the Disclosure Representative shall either (i) provide the Dissemination
Agent with an electronic copy of the Annual Collections Report no later than two (2) Business
Days prior to the Annual Collections Report Filing Date, or (ii) instruct the Dissemination Agent
in writing that the Issuer will not be able to provide the Annual Collections Report by the Annual
Collections Report Filing Date, state the date by which the Annual Collections Report for such
year will be provided, and instruct the Dissemination Agent to immediately send a notice to the
MSRB in substantially the form attached as Exhibit A hereto; provided, however, that in the event
the Disclosure Representative is required to act under either (i) or (ii) described above, the
Dissemination Agent still must file the Annual Collections Report or the notice of failure to file,
as applicable, to the MSRB no later than the Annual Collections Report Filing Date; provided
further, however, that in the event the Disclosure Representative fails to act under either (i) or (ii)
described above, the Dissemination Agent shall file a notice of failure to file no later than the last
Business Day prior to the Annual Collections Report Filing Date; or the Issuer will notify the
Dissemination Agent in writing that the Issuer will provide or cause to be provided the Annual
Collections Report to the MSRB through alternate means. If the Issuer so notifies the
Dissemination Agent, the Issuer will provide the Dissemination Agent with a written report
certifying that the Annual Collections Report has been provided to the MSRB pursuant to this
Disclosure Agreement, stating the date it was provided and that it was filed with the MSRB prior
to the second (2nd) Business Day prior to the Annual Collections Report Filing Date. In the event
the Issuer fails to provide the Dissemination Agent with such a report, the Dissemination Agent
shall file a notice of failure to file no later than the applicable Annual Collections Report Filing
Date.
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(b) The Annual Collections Report for the Bonds shall contain, and the Issuer agrees
to provide or cause to be provided to the Dissemination Agent to file by the Annual Collections
Report Filing Date, certain financial information and operating data with respect to collection of
the Improvement Area #1 Assessments of the general type and in substantially similar form to that
shown in the tables provided in Exhibit C attached hereto. Such information shall cover the period
beginning the first (1st) day of the Fiscal Year succeeding the reporting Fiscal Year through the
Collections Reporting Date. If the State Legislature amends the definition of Delinquency Date
or Tax Year, the Issuer shall file notice of such change or changes with the MSRB prior to the next
Annual Collections Report Filing Date. The Administrator, and if no Administrator is designated,
Issuer’s staff, shall prepare the Annual Collections Report. In all cases, the Issuer shall have the
sole responsibility for the content, design, and other elements comprising substantive contents of
the Annual Collections Report under this Section 5.
SECTION 6. Reporting of Listed Events.
(a) Pursuant to the provisions of this Section 6, each of the following is a Listed Event
with respect to the Bonds:
1. Principal and interest payment delinquencies.
2. Non-payment related defaults, if material.
3. Unscheduled draws on debt service reserves reflecting financial difficulties.
4. Unscheduled draws on credit enhancements reflecting financial difficulties.
5. Substitution of credit or liquidity providers, or their failure to perform.
6. Adverse tax opinions, the issuance by the IRS of proposed or final
determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material
notices or determinations with respect to the tax status of the Bonds, or other material events
affecting the tax status of the Bonds.
7. Modifications to rights of Owners, if material.
8. Bond calls, if material, and tender offers.
9. Defeasances.
10. Release, substitution, or sale of property securing repayment of the Bonds,
if material.
11. Rating changes.
12. Bankruptcy, insolvency, receivership or similar event of the Issuer.
13. The consummation of a merger, consolidation, or acquisition of the Issuer,
or the sale of all or substantially all of the assets of the Issuer, other than in the ordinary course of
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business, the entry into a definitive agreement to undertake such an action or the termination of a
definitive agreement relating to any such actions, other than pursuant to its terms, if material.
14. Appointment of a successor or additional trustee under the Indenture or the
change of name of a trustee, if material.
15. Incurrence of a Financial Obligation of the Issuer, if material, or agreement
to covenants, events of default, remedies, priority rights, or other similar terms of a Financial
Obligation of the Issuer, any of which affect security holders, if material.
16. Default, event of acceleration, termination event, modification of terms, or
other similar events under the terms of a Financial Obligation of the Issuer, any of which reflect
financial difficulties.
Any sale by the Developer of real property within Improvement Area #1 of the District in
the ordinary course of the Developer’s business will not constitute a Listed Event for the purposes
of paragraph (10) above.
For these purposes, any event described in paragraph (12) above is considered to occur
when any of the following occur: the appointment of a receiver, fiscal agent, or similar officer for
the Issuer in a proceeding under the United States Bankruptcy Code or in any other proceeding
under state or federal law in which a court or governmental authority has assumed jurisdiction over
substantially all of the assets or business of the Issuer, or if such jurisdiction has been assumed by
leaving the existing governing body and officials or officers in possession but subject to the
supervision and orders of a court or governmental authority, or the entry of an order confirming a
plan of reorganization, arrangement, or liquidation by a court or governmental authority having
supervision or jurisdiction over substantially all of the assets or business of the Issuer.
The Issuer intends the words used in paragraphs (15) and (16) above and the definition of
Financial Obligation to have the same meanings as when they are used in the Rule, as evidenced
by SEC Release No. 34-83885, dated August 20, 2018. For the avoidance of doubt, the incurrence
of Refunding Bonds without the filing of a corresponding official statement with the MSRB will
constitute the incurrence of a material Financial Obligation for which a notice of a Listed Event in
accordance with this Section 6 must be filed with the MSRB.
Upon the occurrence of a Listed Event, the Issuer shall promptly notify the Dissemination
Agent in writing and the Issuer shall direct the Dissemination Agent in writing to immediately file
a notice of such occurrence with the MSRB. The Dissemination Agent shall file such notice no
later than one (1) Business Day immediately following the day on which it receives written notice
of such occurrence from the Issuer. Any such notice is required to be filed within ten (10) Business
Days of the occurrence of such Listed Event; provided, however, the failure of the Issuer to provide
timely written notice to the Dissemination Agent in accordance with this paragraph shall not
constitute a failure of the Dissemination Agent to comply with the MSRB’s ten (10) Business Day
filing requirement.
Any notice under the preceding paragraphs shall be accompanied with the text of the
disclosure that the Issuer desires to make, the written direction of the Issuer for the Dissemination
Agent to disseminate such information as provided herein, and the date the Issuer desires for the
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Dissemination Agent to disseminate the information. In all cases, the Issuer shall have the sole
responsibility for the content, design and other elements comprising substantive contents of all
disclosures made under this Section 6. In addition, the Issuer shall have the sole responsibility to
ensure that any notice required to be filed under this Section 6 is filed within ten (10) Business
Days of the occurrence of the Listed Event.
(b) The Dissemination Agent shall, promptly, and not more than five (5) Business Days
after obtaining actual knowledge of the occurrence of any Listed Event with respect to the Bonds,
notify the Disclosure Representative in writing of such Listed Event. The Dissemination Agent
shall not be required to file a notice of the occurrence of such Listed Event with the MSRB unless
and until it receives written instructions from the Disclosure Representative to do so. If the
Dissemination Agent has been instructed in writing by the Disclosure Representative on behalf of
the Issuer to report the occurrence of a Listed Event under this subsection (b), the Dissemination
Agent shall file a notice of such occurrence with the MSRB no later than one (1) Business Day
following the day on which it receives such written instructions. It is agreed and understood that
the duty to make or cause to be made the disclosures herein is that of the Issuer and not that of the
Dissemination Agent. It is agreed and understood that the Dissemination Agent has agreed to give
the foregoing notice to the Issuer as an accommodation to assist it in monitoring the occurrence of
such event but is under no obligation to investigate whether any such event has occurred. As used
above, “actual knowledge” means the actual fact or statement of knowing, without a duty to make
any investigation with respect thereto. In no event shall the Dissemination Agent be liable in
damages or in tort to the Issuer, the Participating Underwriter, the Trustee, any Owner or beneficial
owner of any interests in the Bonds, or any other party as a result of its failure to give the foregoing
notice or to give such notice in a timely fashion.
(c) If in response to a notice from the Dissemination Agent under subsection (b), the
Issuer determines that the Listed Event under number 2, 7, 8 (as to Bond calls only), 10, 13, 14 or
15 of subparagraph (a) above is not material under applicable federal securities laws, the Issuer
shall promptly, but in no case more than five (5) Business Days after the occurrence of the event,
notify the Dissemination Agent and the Trustee (if the Dissemination Agent is not the Trustee) in
writing and instruct the Dissemination Agent not to report the occurrence pursuant to subsection
(b).
SECTION 7. Termination of Reporting Obligations. The obligations of the Issuer,
the Administrator and the Dissemination Agent under this Disclosure Agreement shall terminate
upon the legal defeasance, prior redemption or payment in full of all of the Bonds, when the Issuer
is no longer an obligated person with respect to the Bonds, or upon delivery by the Disclosure
Representative to the Dissemination Agent and the Administrator of an opinion of nationally
recognized bond counsel to the effect that continuing disclosure is no longer required. So long as
any of the Bonds remain Outstanding, the Administrator and the Dissemination Agent may assume
that the Issuer is an obligated person with respect to the Bonds until they receive written notice
from the Disclosure Representative stating that the Issuer is no longer an obligated person with
respect to the Bonds, and the Administrator and the Dissemination Agent may conclusively rely
upon such written notice with no duty to make investigation or inquiry into any statements
contained or matters referred to in such written notice. If such termination occurs prior to the final
maturity of the Bonds, the Issuer shall give notice of such termination in the same manner as for a
Listed Event with respect to the Bonds under Section 6(a).
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SECTION 8. Dissemination Agent. The Issuer may, from time to time, appoint or
engage a Dissemination Agent or successor Dissemination Agent to assist it in carrying out its
obligations under this Disclosure Agreement, and may discharge such Dissemination Agent, with
or without appointing a successor Dissemination Agent. If the Issuer discharges the Dissemination
Agent without appointing a successor Dissemination Agent, the Issuer shall use best efforts to
appoint a successor Dissemination Agent within thirty (30) days of such discharge. The
Dissemination Agent may resign at any time with 30 days’ written notice to the Issuer. If at any
time there is not any other designated Dissemination Agent, the Issuer shall be the Dissemination
Agent. The current Dissemination Agent appointed hereunder shall be Regions Bank. The Issuer
will give prompt written notice to the Developer, or any other party responsible for providing
quarterly information pursuant to the Disclosure Agreement of Developer, of any change in the
identity of the Dissemination Agent under the Disclosure Agreement of Developer.
SECTION 9. Amendment; Waiver. Notwithstanding any other provisions of this
Disclosure Agreement, the Issuer, the Administrator, and the Dissemination Agent may amend
this Disclosure Agreement (and the Dissemination Agent shall not unreasonably withhold its
consent to any amendment so requested in writing by the Issuer or the Administrator), and any
provision of this Disclosure Agreement may be waived, provided that the following conditions are
satisfied:
(a) If the amendment or waiver relates to the provisions of Sections 3(a), 4, 5, or 6(a),
it may only be made in connection with a change in circumstances that arises from a change in
legal requirements, change in law, or change in the identity, nature or status of an obligated person
with respect to the Bonds, or the type of business conducted;
(b) The undertaking, as amended or taking into account such waiver, would, in the
opinion of nationally recognized bond counsel, have complied with the requirements of the Rule
at the time of the delivery of the Bonds, after taking into account any amendments or
interpretations of the Rule, as well as any change in circumstances; and
(c) The amendment or waiver either (i) is approved by the Owners of the Bonds in the
same manner as provided in the Indenture for amendments to the Indenture with the consent of
Owners, or (ii) does not, in the opinion of nationally recognized bond counsel, materially impair
the interests of the Owners or beneficial owners of the Bonds.
In the event of any amendment or waiver of a provision of this Disclosure Agreement, the
Issuer shall describe such amendment in the next related Annual Financial Information, and shall
include, as applicable, a narrative explanation of the reason for the amendment or waiver and its
impact on the type (or in the case of a change of accounting principles, on the presentation) of
financial information or operating data being presented by the Issuer. In addition, if the
amendment relates to the accounting principles to be followed in preparing financial statements,
(i) notice of such change shall be given in the same manner as for a Listed Event under
Section 6(a), and (ii) the Annual Financial Information for the Fiscal Year in which the change is
made should present a comparison (in narrative form and also, if feasible, in quantitative form)
between the financial statements as prepared on the basis of the new accounting principles and
those prepared on the basis of the former accounting principles. No amendment which adversely
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affects the Dissemination Agent may be made without its prior written consent (which consent
will not be unreasonably withheld or delayed).
SECTION 10. Additional Information. Nothing in this Disclosure Agreement shall be
deemed to prevent the Issuer from disseminating any other information, using the means of
dissemination set forth in this Disclosure Agreement or any other means of communication, or
including any other information in any Annual Financial Information, Annual Financial
Statements, Annual Collections Report, or notice of occurrence of a Listed Event, in addition to
that which is required by this Disclosure Agreement. If the Issuer chooses to include any
information in any Annual Financial Information, Annual Financial Statements, Annual
Collections Report, or notice of occurrence of a Listed Event in addition to that which is
specifically required by this Disclosure Agreement, the Issuer shall have no obligation under this
Disclosure Agreement to update such information or include it in any future Annual Financial
Information, Annual Financial Statements, Annual Collections Report, or notice of occurrence of
a Listed Event.
SECTION 11. Default. In the event of a failure of the Issuer to comply with any
provision of this Disclosure Agreement, the Dissemination Agent or any Owner or beneficial
owner of the Bonds may, and the Dissemination Agent (at the written request of any Participating
Underwriter or the Owners of at least twenty-five percent (25%) aggregate principal amount of
Outstanding Bonds and upon being indemnified to its satisfaction against all costs, fees, expenses
and liabilities for such actions) shall, take such actions as may be necessary and appropriate to
cause the Issuer to comply with its obligations under this Disclosure Agreement. A default under
this Disclosure Agreement shall not be deemed an Event of Default under the Indenture with
respect to the Bonds, and the sole remedy under this Disclosure Agreement in the event of any
failure of the Issuer to comply with this Disclosure Agreement shall be an action for mandamus or
specific performance. A default under this Disclosure Agreement shall not be deemed a default
under the Disclosure Agreement of Developer by the Developer, and a default under the Disclosure
Agreement of Developer by the Developer shall not be deemed a default under this Disclosure
Agreement.
SECTION 12. Duties, Immunities and Liabilities of Dissemination Agent and
Administrator.
(a) Notwithstanding anything to the contrary contained herein, the Dissemination
Agent shall not have any duty with respect to the content of any disclosures made pursuant to the
terms hereof. The Dissemination Agent shall have only such duties as are specifically set forth in
this Disclosure Agreement, and no implied covenants shall be read into this Disclosure Agreement
with respect to the Dissemination Agent. To the extent permitted by law, the Issuer agrees to
indemnify and hold harmless the Dissemination Agent, its officers, directors, employees and
agents, but only from Annual Collection Costs collected from the property owners in Improvement
Area #1 of the District against any loss, expense and liabilities which it may incur arising out of
or in the exercise or performance of its powers and duties hereunder, including the reasonable costs
and expenses (including reasonable attorneys’ fees) of defending against any claim of liability, but
excluding liabilities due to the Dissemination Agent’s negligence or willful misconduct; provided,
however, that nothing herein shall be construed to require the Issuer to indemnify the
Dissemination Agent for losses, expenses or liabilities arising from information provided to the
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Dissemination Agent by the Developer or the failure of the Developer to provide information to
the Dissemination Agent as and when required under the Disclosure Agreement of Developer. The
obligations of the Issuer under this Section shall survive termination of this Disclosure Agreement,
resignation or removal of the Dissemination Agent, and payment in full of the Bonds. Nothing in
this Disclosure Agreement shall be construed to mean or to imply that the Dissemination Agent is
an “obligated person” under the Rule. If the Issuer does not provide the Dissemination Agent with
the Annual Financial Information or Annual Financial Statements in accordance with subsection
3(a) or the Annual Collections Report in accordance with subsection 5(a), the Dissemination Agent
shall not be responsible for the failure to submit Annual Financial Information, Annual Financial
Statements, or an Annual Collections Report, as applicable, to the MSRB. The Dissemination
Agent is not acting in a fiduciary capacity in connection with the performance of its respective
obligations hereunder. The fact that the Dissemination Agent may have a banking or other
business relationship with the Issuer or any person with whom the Issuer contracts in connection
with the transaction described in the Indenture, apart from the relationship created by the Indenture
or this Disclosure Agreement, shall not be construed to mean the Dissemination Agent has actual
knowledge of any event described in Section 6 above, except as may be provided by written notice
to the Dissemination Agent pursuant to this Disclosure Agreement. The Dissemination Agent shall
not in any event incur any liability with respect to (i) any action taken or omitted to be taken in
good faith upon advice of legal counsel selected by the Trustee with due care, given with respect
to any question relating to duties and responsibilities of the Dissemination Agent hereunder, or (ii)
any action taken or omitted to be taken in reliance upon any document delivered to the
Dissemination Agent in accordance with the terms of this Disclosure Agreement that the Trustee
in good faith reasonably believes to be genuine and to have been signed or presented by the proper
party or parties.
The Dissemination Agent may, from time to time, consult with legal counsel of its own
choosing in the event of any disagreement or controversy, or question or doubt as to the
construction of any of the provisions hereof or its duties hereunder, and the Dissemination Agent
shall not incur any liability and shall be fully protected in acting in good faith upon the advice of
such legal counsel. The Issuer, the Administrator, and the Dissemination Agent agree that the
legal expenses of the Dissemination Agent to which it is expressly entitled to be paid pursuant to
this subsection 12(a) are Administrative Expenses.
(b) The Administrator shall not have any duty with respect to the content of any
disclosures made pursuant to the terms hereof. The Administrator shall have only such duties as
are specifically set forth in this Disclosure Agreement, and no implied covenants shall be read into
this Disclosure Agreement with respect to the Administrator. To the extent permitted by law, the
Issuer agrees to hold harmless the Administrator, its officers, directors, employees and agents, but
only from Annual Collection Costs collected from the property in Improvement Area #1 of the
District against any loss, expense and liabilities which it may incur arising out of or in the exercise
or performance of its powers and duties hereunder, including the reasonable costs and expenses
(including reasonable attorneys’ fees) of defending against any claim of liability, but excluding
liabilities due to the Administrator’s negligence or willful misconduct; provided, however, that
nothing herein shall be construed to require the Issuer to indemnify the Administrator for losses,
expenses or liabilities arising from information provided to the Administrator by third parties, or
the failure of any third party to provide information to the Administrator as and when required
under this Disclosure Agreement, or the failure of the Developer to provide information to the
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Administrator as and when required under the Disclosure Agreement of Developer. The
obligations of the Issuer under this Section shall survive resignation or removal of the
Administrator and payment in full of the Bonds. Nothing in this Disclosure Agreement shall be
construed to mean or to imply that the Administrator is an “obligated person” under the Rule. The
Administrator is not acting in a fiduciary capacity in connection with the performance of its
respective obligations hereunder. The Administrator shall not in any event incur any liability with
respect to (i) any action taken or omitted to be taken in good faith upon advice of legal counsel
given with respect to any question relating to duties and responsibilities of the Administrator
hereunder, or (ii) any action taken or omitted to be taken in reliance upon any document delivered
to the Administrator and believed to be genuine and to have been signed or presented by the proper
party or parties.
The Administrator may, from time to time, consult with legal counsel of its own choosing
in the event of any disagreement or controversy, or question or doubt as to the construction of any
of the provisions hereof or its duties hereunder, and the Administrator shall not incur any liability
and shall be fully protected in acting in good faith upon the advice of such legal counsel. The
Issuer, the Administrator, and the Dissemination Agent agree that the legal expenses of the
Administrator to which it is expressly entitled to be paid pursuant to this subsection 12(b) are
Administrative Expenses.
(c) UNDER NO CIRCUMSTANCES SHALL THE DISSEMINATION AGENT,
THE ADMINISTRATOR, OR THE ISSUER BE LIABLE TO THE OWNER OR BENEFICIAL
OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR
DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY ANY PARTY
TO THIS DISCLOSURE AGREEMENT WHETHER NEGLIGENT OR WITHOUT FAULT ON
ITS PART, OF ANY COVENANT SPECIFIED IN THIS DISCLOSURE AGREEMENT, BUT
EVERY RIGHT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR
OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR
MANDAMUS OR SPECIFIC PERFORMANCE. THE DISSEMINATION AGENT AND THE
ADMINISTRATOR ARE UNDER NO OBLIGATION NOR ARE THEY REQUIRED TO
BRING SUCH AN ACTION.
SECTION 13. Assessment Timeline. The basic expected timeline for the collection
of Improvement Area #1 Assessments and the anticipated procedures for pursuing the collection
of delinquent Improvement Area #1 Assessments is set forth in Exhibit D which is solely intended
to illustrate the general procedures expected to be followed in enforcing the payment of delinquent
Improvement Area #1 Assessments. Failure to adhere to such expected timeline shall not constitute
a default by the Issuer under this Disclosure Agreement, the Indenture, the Bonds or any other
document related to the Bonds.
SECTION 14. No Personal Liability. No covenant, stipulation, obligation or
agreement of the Issuer, the Administrator, or the Dissemination Agent contained in this
Disclosure Agreement shall be deemed to be a covenant, stipulation, obligation or agreement of
any present or future council members, officer, agent or employee of the Issuer, the Administrator,
or the Dissemination Agent in other than that person’s official capacity.
14
4123-4630-2057.2
SECTION 15. Severability. In case any section or provision of this Disclosure
Agreement, or any covenant, stipulation, obligation, agreement, act or action, or part thereof made,
assumed, entered into, or taken thereunder or any application thereof, is for any reasons held to be
illegal or invalid, such illegality or invalidity shall not affect the remainder thereof or any other
section or provision thereof or any other covenant, stipulation, obligation, agreement, act or action,
or part thereof made, assumed, entered into, or taken thereunder (except to the extent that such
remainder or section or provision or other covenant, stipulation, obligation, agreement, act or
action, or part thereof is wholly dependent for its operation on the provision determined to be
invalid), which shall be construed and enforced as if such illegal or invalid portion were not
contained therein, nor shall such illegality or invalidity of any application thereof affect any legal
and valid application thereof, and each such section, provision, covenant, stipulation, obligation,
agreement, act or action, or part thereof shall be deemed to be effective, operative, made, entered
into or taken in the manner and to the full extent permitted by law.
SECTION 16. Sovereign Immunity. The Dissemination Agent and the Administrator
agree that nothing in this Disclosure Agreement shall constitute or be construed as a waiver of the
Issuer’s sovereign or governmental immunities regarding liability or suit.
SECTION 17. Beneficiaries. This Disclosure Agreement shall inure solely to the
benefit of the Issuer, the Administrator, the Dissemination Agent, the Participating Underwriter,
and the Owners and the beneficial owners from time to time of the Bonds and shall create no rights
in any other person or entity. Nothing in this Disclosure Agreement is intended or shall act to
disclaim, waive or otherwise limit the duties of the Issuer under federal and state securities laws.
SECTION 18. Dissemination Agent and Administrator Compensation. The fees and
expenses incurred by the Dissemination Agent and the Administrator for their respective services
rendered in accordance with this Disclosure Agreement constitute Annual Collection Costs and
will be included in the Improvement Area #1 Annual Installments as provided in the annual
updates to the Service and Assessment Plan. The Issuer shall pay or reimburse the Dissemination
Agent and the Administrator, but only with funds to be provided from the Annual Collection Costs
component of the Improvement Area #1 Annual Installments collected from the property owners
in Improvement Area #1 of the District for the fees and expenses for their respective services
rendered in accordance with this Disclosure Agreement.
SECTION 19. Statutory Verifications. The Dissemination Agent and the
Administrator, each individually, make the following representation and verifications pursuant to
Chapters 2252, 2271, 2274, and 2276, Texas Government Code, as heretofore amended (the
“Government Code”), in entering into this Disclosure Agreement. As used in such verifications,
“affiliate” means an entity that controls, is controlled by, or is under common control with the
Dissemination Agent or the Administrator, as the case may be, within the meaning of SEC Rule
405, 17 C.F.R. § 230.405, and exists to make a profit. Liability for breach of any such verification
during the term of this Disclosure Agreement shall survive until barred by the applicable statute
of limitations, and shall not be liquidated or otherwise limited by any provision of this Disclosure
Agreement, notwithstanding anything in this Disclosure Agreement to the contrary.
(a) Not a Sanctioned Company. The Dissemination Agent and the Administrator, each
individually, represents that neither it nor any of its parent company, wholly- or majority-
15
4123-4630-2057.2
owned subsidiaries, and other affiliates is a company identified on a list prepared and
maintained by the Texas Comptroller of Public Accounts under Section 2252.153 or
Section 2270.0201, Government Code. The foregoing representation excludes the
Dissemination Agent and the Administrator and each of its parent company, wholly- or
majority-owned subsidiaries, and other affiliates, if any, that the United States government
has affirmatively declared to be excluded from its federal sanctions regime relating to
Sudan or Iran or any federal sanctions regime relating to a foreign terrorist organization.
(b) No Boycott of Israel. The Dissemination Agent and the Administrator, each
individually, hereby verifies that it and its parent company, wholly- or majority-owned
subsidiaries, and other affiliates, if any, do not boycott Israel and will not boycott Israel
during the term of this Disclosure Agreement. As used in the foregoing verification,
“boycott Israel” has the meaning provided in Section 2271.001, Government Code.
(c) No Discrimination Against Firearm Entities. The Dissemination Agent and the
Administrator, each individually, hereby verifies that it and its parent company, wholly- or
majority-owned subsidiaries, and other affiliates, if any, do not have a practice, policy,
guidance, or directive that discriminates against a firearm entity or firearm trade association
and will not discriminate against a firearm entity or firearm trade association during the
term of this Disclosure Agreement. As used in the foregoing verification, “discriminate
against a firearm entity or firearm trade association” has the meaning provided in Section
2274.001(3), Government Code.
(d) No Boycott of Energy Companies. The Dissemination Agent and the
Administrator, each individually, hereby verifies that it and its parent company, wholly- or
majority-owned subsidiaries, and other affiliates, if any, do not boycott energy companies
and will not boycott energy companies during the term of this Disclosure Agreement. As
used in the foregoing verification, “boycott energy companies” has the meaning provided
in Section 2276.001(1), Government Code.
SECTION 20. Disclosure of Interested Parties. Pursuant to Section 2252.908(c)(4),
Texas Government Code, as amended, the Dissemination Agent hereby certifies it is a publicly
traded business entity and is not required to file a Certificate of Interested Parties Form 1295
related to this Disclosure Agreement. Submitted herewith is a completed Form 1295 in connection
with the Administrator’s participation in the execution of this Disclosure Agreement generated by
the Texas Ethics Commission’s (the “TEC”) electronic filing application in accordance with the
provisions of Section 2252.908 of the Texas Government Code and the rules promulgated by the
TEC (the “Form 1295”). The Issuer hereby confirms receipt of the Form 1295 from the
Administrator, and the Issuer agrees to acknowledge such form with the TEC through its electronic
filing application not later than the thirtieth (30th) day after the receipt of such form. The
Administrator and the Issuer understand and agree that, with the exception of information
identifying the Issuer and the contract identification number, neither the Issuer nor its consultants
are responsible for the information contained in the Form 1295; that the information contained in
the Form 1295 has been provided solely by the Administrator; and, neither the Issuer nor its
consultants have verified such information.
16
4123-4630-2057.2
SECTION 21. Governing Law. This Disclosure Agreement shall be governed by the
laws of the State of Texas.
SECTION 22. Counterparts. This Disclosure Agreement may be executed in several
counterparts, each of which shall be an original and all of which shall constitute but one and the
same instrument. The Issuer, the Administrator and the Dissemination Agent agree that electronic
signatures to this Disclosure Agreement may be regarded as original signatures.
Signature pages follow.
SIGNATURE PAGE OF CONTINUING DISCLOSURE AGREEMENT OF ISSUER
(LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2 IMPROVEMENT AREA #1 PROJECT)
S-1
4123-4630-2057.2
CITY OF ANNA, TEXAS
(as Issuer)
B :
Ma o
SIGNATURE PAGE OF CONTINUING DISCLOSURE AGREEMENT OF ISSUER
(LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2 IMPROVEMENT AREA #1 PROJECT)
S-2
4123-4630-2057.2
REGIONS BANK, an Alabama state banking
corporation
(as Dissemination A ent)
B :
SIGNATURE PAGE OF CONTINUING DISCLOSURE AGREEMENT OF ISSUER
(LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2 IMPROVEMENT AREA #1 PROJECT)
S-3
4123-4630-2057.2
P3WORKS, LLC,
(as Administrator)
By: ___________________________________
Authorized Officer
A-1
4123-4630-2057.2
EXHIBIT A
NOTICE TO MSRB OF FAILURE TO FILE
[ANNUAL FINANCIAL INFORMATION] [ANNUAL FINANCIAL STATEMENTS]
[ANNUAL COLLECTIONS REPORT]
Name of Issuer: City of Anna, Texas
Name of Bond Issue: Special Assessment Revenue Bonds, Series 2026
(Liberty Hills Public Improvement District No. 2 Improvement
Area #1 Project)
Date of Delivery
CUSIP Nos:
______________, 20__
[Insert CUSIP Nos]
NOTICE IS HEREBY GIVEN that the City of Anna, Texas, has not provided [Annual
Financial Information] [Annual Financial Statements] [an Annual Collections Report] with respect
to the above-named bonds as required by the Continuing Disclosure Agreement of Issuer dated as
of July 1, 2026, between the Issuer, P3Works, LLC, as Administrator and Regions Bank, as
Dissemination Agent. The Issuer anticipates that the [Annual Financial Information] [Annual
Financial Statements] [Annual Collections Report] will be filed by ____________________.
Dated: ________________
REGIONS BANK, an Alabama state banking
association, on behalf of the City of Anna, Texas
(solel in its capacit as Dissemination A ent)
B :
Title:
cc: Cit of Anna, Texas
B-1
4123-4630-2057.2
EXHIBIT B
CITY OF ANNA, TEXAS,
SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2026
(LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2
IMPROVEMENT AREA #1 PROJECT)
ANNUAL FINANCIAL INFORMATION∗
Delivery Date: _____________, 20___
CUSIP Nos: [Insert CUSIP Nos]
DISSEMINATION AGENT
Name:
Address:
Cit :
Telephone:
Contact Person
Section 4(a)(i)
BONDS OUTSTANDING
Maturity
Date
Interest
Rate
Original
Principal
Amount
Outstanding
Principal
Amount
Outstanding
Interest
Amount
–
–
Total
INVESTMENTS
Fund/
Account Name
Investment
Descriptio
Par
Value(1)
Book
Value(1)
Market
Value(1)
(1) As such information is provided by the Trustee.
∗ Excluding Audited Financial Statements of the Issuer
B-2
4123-4630-2057.2
ASSETS AND LIABILITIES OF TRUST ESTATE
ASSETS
Bonds (Principal Balance) ____________________
Funds and Accounts [list] ____________________
TOTAL ASSETS ____________________
LIABILITIES
Outstanding Bond Principal ____________________
Outstanding Program Expenses (if any) ____________________
TOTAL LIABILITIES ____________________
EQUITY
Assets Less Liabilities ____________________
Parity Ratio ____________________
September 30, 20[__] Trust Statements: Audited Unaudited
Form of Accounting Cash Accrual Modified Accrual
Section 4(a)(ii)
FINANCIAL INFORMATION AND OPERATING DATA WITH RESPECT TO THE
ISSUER OF THE GENERAL TYPE AND IN SUBSTANTIALLY SIMILAR FORM
PROVIDED IN THE FOLLOWING TABLES AS OF THE END OF THE FISCAL YEAR
Debt Service Requirements on the Bonds
Year Ending
(September 30) Principal Interest Total
Top [Five] Improvement Area #1 Assessment Payers (1)
Property Owner
No. of
Parcels/Lots
Percentage of
Parcels/Lots
Outstanding
Improvement
Area #1
Assessments
Percentage of
Total
Improvement
Area #1
Assessments
(1) Does not include those owing less than one percent (1%) of total Improvement Area #1 Assessments; may be fewer
than five.
B-3
4123-4630-2057.2
Assessed Value of Improvement Area #1 of the District
The [YEAR] certified total assessed value for the Improvement Area #1 Assessed Property
in Improvement Area #1 of the District is approximately $[AMOUNT] according to the Collin
County Appraisal District.
Foreclosure History Related to the Improvement Area #1 Assessments
for the Past Five Fiscal Years
Fiscal
Year
Ended
(9/30)
Delinquent
Improvement Area #1
Assessment Amount
not in Foreclosure
Proceedings
Parcels in
Foreclosure
Proceedin s
Delinquent
Improvement Area
#1 Assessment
Amount
in Foreclosure
Proceedin s
Foreclosure
Sales
Foreclosure Proceeds
Receive
20 $ $ $
20
20
20
20
[insert any necessary footnotes]
Collection and Delinquency History of Improvement Area #1 Annual Installments
for the Past Five Fiscal Years
Fiscal Year
Ended
(9/30)
Total Annual
Installment
Billed
Parcels
Levied(1)
Delinquent
Amount as
of 3/1
Delinquent
% as of 3/1
Delinquent
Amount as of
[9/1]
Delinquent %
as of [9/1]
Total
Improvement
Area #1
Annual
Installments
Collected(2)
20 $ $ % $ % $
20
20
20
20
(1) Pursuant to Section 31.031, Texas Tax Code, certain veterans, persons aged 65 or older, and the disabled, who qualify for an exemption under
either Section 11.13(c), 11.32, or 11.22, Texas Tax Code, are eligible to pay property taxes in four equal installments (“Installment Payments”).
Effective January 1, 2018, pursuant to Section 31.031(a-1), Texas Tax Code, the Installment Payments are each due before February 1, April 1,
June 1, and August 1. Each unpaid Installment Payment is delinquent and incurs penalties and interest if not paid by the applicable date.
(2) [Does/does not] include interest and penalties.
B-4
4123-4630-2057.2
History of Prepayment of Improvement Area #1 Assessments
for the Past Five Fiscal Years
Fiscal Year Ended (9/30)
Number of
Prepa ments
Amount of
Prepa ments Bond Call Date
Amount of
Bonds
Redeeme
20 $ $
20
20
20
20
[insert any necessary footnotes]
ITEMS REQUIRED BY SECTION 4(a)(iii) - (iv)
[Insert a line item for each applicable listing]
C-1
4123-4630-2057.2
EXHIBIT C
CITY OF ANNA, TEXAS,
SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2026
(LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2
IMPROVEMENT AREA #1 PROJECT)
ANNUAL COLLECTIONS REPORT
Delivery Date: __________, 20__
CUSIP Nos: [insert CUSIP Nos.]
DISSEMINATION AGENT
Name:
Address:
City:
Telephone:
Contact Person:
SELECT FINANCIAL INFORMATION AND OPERATING DATA WITH RESPECT TO
THE COLLECTION OF ASSESSMENTS COVERING THE PERIOD BEGINNING WITH
THE FIRST DAY OF THE FISCAL YEAR SUCCEEDING THE REPORTING FISCAL
YEAR THROUGH THE COLLECTIONS REPORTING DATE PROVIDED IN
COMPLIANCE WITH SUBSECTION 5(A) OF THE ISSUER’S DISCLOSURE
AGREEMENT
Foreclosure History Related To The Improvement Area #1 Annual Installments(1)
Succeeding
Fiscal Yea
Delinquent
Improvement Area
#1 Annual
Installment Amount
not in Foreclosure
Proceedin s
Parcels in
Foreclosure
Proceedin s
Delinquent
Improvement Area
#1 Annual
Installment Amount
in Foreclosure
Proceedin s
Foreclosure
Sales
Foreclosure Proceeds
Receive
20 $ $ $
(1) Period covered includes October 1, 20__ through March 1, 20__.
C-2
4123-4630-2057.2
Collection and Delinquency of Improvement Area #1 Annual Installments (1)
Succeeding
Fiscal Yea
Total
Improvement
Area #1 Annual
Installments
Levie
Parcels
Levie (2)
Delinquent
Amount as
of 3/1
Delinquent %
as of 3/1
Total
Improvement
Area #1 Annual
Installments
Collected(3)
20__ $ $ % $
(1) Period covered includes October 1, 20__, through March 1, 20__.
(2) Pursuant to Section 31.031, Texas Tax Code, certain veterans, persons aged 65 or older, and the disabled, who qualify for an exemption under
either Section 11.13(c), 11.32, or 11.22, Texas Tax Code, are eligible to pay property taxes in four equal installments (“Installment Payments”).
Effective January 1, 2018, pursuant to Section 31.031(a-1), Texas Tax Code, the Installment Payments are each due before February 1, April 1,
June 1, and August 1. Each unpaid Installment Payment is delinquent and incurs penalties and interest if not paid by the applicable date.
(3) [Does/does not] include interest and penalties.
Prepayment of Improvement Area #1 Assessments(1)
Succeeding
Fiscal Yea
Number of
Prepa ments
Amount of
Prepa ments Bond Call Date
Amount of
Bonds
Redeeme
$ $
(1) Period covered includes October 1, 20__, through March 1, 20__.
D-1
4123-4630-2057.2
EXHIBIT D
EXPECTED TIMELINE FOR ASSESSMENT COLLECTIONS
AND PURSUIT OF DELINQUENCIES (1)
Date Delinquency
Clock (Days) Activity
January 31 Improvement Area #1 Assessments are due.
February 1 1 Improvement Area #1 Assessments delinquent if not
received.
February 15 15 Immediately upon receipt but in no event later than
February 15, Issuer forwards payment to Trustee for all
collections received, along with detailed breakdown.
Subsequent payments and relevant details will follow
monthly thereafter.
Issuer and/or Administrator should be aware of actual
and specific delinquencies
Administrator should be aware if Reserve Fund needs
to be utilized for debt service payments during the
corresponding Fiscal Year.
Issuer and/or Administrator should determine if
previously collected surplus funds, if any, plus actual
Annual Installment collections will be fully adequate
for debt service in the corresponding March and
September.
March 15 43/44 Trustee pays bond interest payments to Owners.
April 1 59/60 At this point, if total delinquencies are under 5% and if
there is adequate funding in the Pledged Revenue Fund
for transfer to the Principal and Interest Account for full
September payments, no further action is anticipated
for collection of Improvement Area #1 Assessments
except that the Issuer or Administrator, working with
the City Attorney or an appropriate designee, will begin
process to cure deficiency.
Issuer, or the Trustee on behalf of the Issuer, to notify
Dissemination A ent in writin of the occurrence of
(1) Illustrates anticipated dates and procedures for pursuing the collection of delinquent Assessments, which dates and procedures shall be in
accordance with Chapters 31, 32, 33 and 34, Texas Tax Code, as amended (the “Code”), and the County Tax/Assessor Collector’s procedures, and
are subject to adjustment by the Issuer. If the collection and delinquency procedures under the Code are subsequently modified, whether due to an
executive order of the Governor of Texas or an amendment to the Code, such modifications shall control.
D-2
4123-4630-2057.2
draw on the Reserve Fund and, following receipt of
such notice, Dissemination Agent to notify MSRB of
such draw or the Reserve Fund.
July 1 152/153 If there are over 5% delinquencies or if there is
insufficient funding in the Pledged Revenue Fund
for transfer to the Principal and Interest Account of
such amounts as shall be required for the full
September payment, Issuer and/or Administrator to
notify Dissemination Agent in writing for inclusion
in the next Annual Financial Information.
Preliminary Foreclosure activity commences in
accordance with County Tax Assessor’s procedures.
If Dissemination Agent has not received Foreclosure
Schedule and Plan of Collections, Dissemination Agent
to request same from the Issuer.
If the Issuer has not provided the Dissemination Agent
with Foreclosure Schedule and Plan of Collections,
Dissemination Agent requests that the Issuer
commence foreclosure or provide plan for collection.
August 15 197/198 The designated lawyers or law firm will be preparing
the formal foreclosure documents and will provide
periodic updates to the Dissemination Agent and the
Trustee. The goal for the foreclosure actions is a filing
by no later than August 15 (day 197/198).
Foreclosure action to be filed with the court as soon
as practicable, in accordance with the County Tax
Assessor’s procedures.
Issuer notifies Trustee and Dissemination Agent of
Foreclosure filing status in writing for inclusion in
next Annual Report.
A committee of not less than twenty-five percent (25%) of the Owners may request a meeting with
the City Manager to discuss the Issuer’s actions in pursuing the repayment of any delinquencies.
This would also occur after day thirty (30) if it is apparent that a Reserve Fund draw is required.
Further, if delinquencies exceed five percent (5%), Owners may also request a meeting with the
City Manager at any time to discuss the Issuer’s plan and progress on collection and foreclosure
activity. If the Issuer is not diligently proceeding with the foreclosure process, the Owners may
seek an action for mandamus or specific performance to direct the Issuer to pursue the collections
of delinquent Annual Installments of Improvement Area #1 Assessments.
D-1
EXHIBIT D
CONSTRUCTION, FUNDING, AND ACQUISITION AGREEMENT
1
718752464v2
LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2 IMPROVEMENT AREA
#1 CONSTRUCTION, FUNDING, AND ACQUISITION AGREEMENT
THIS LIBERTY HILLS PUBLIC IMPROVEMENT DISTRICT NO. 2
IMPROVEMENT AREA #1 CONSTRUCTION, FUNDING, AND ACQUISITION
AGREEMENT (this “Agreement”), dated as of June 23, 2026, is by and between the CITY OF
ANNA, TEXAS, a home-rule municipality of the State of Texas (the “City”), and VC LIBERTY
HILLS, LLC, a Delaware limited liability company (the “Developer”).
ARTICLE I
DEFINITIONS
The following terms shall have the meanings ascribed to them in this Article I for purposes
of this Agreement. Unless otherwise indicated, any other terms, capitalized or not, when used
herein shall have the meanings ascribed to them in the Indenture (as hereinafter defined).
“Act” means the Public Improvement District Assessment Act, Texas Local Government
Code, Chapter 372, as amended.
“Actual Costs” means the costs of the Improvement Area #1 Improvements actually paid
or incurred for construction and installation of the Improvement Area #1 Improvements in
accordance with the Service and Assessment Plan.
“Administrator” means, initially, P3 Works, LLC, or any other individual or entity
designated by the City to administer the District.
“Annual Service Plan Update” means the annual update to the Service and Assessment
Plan conducted by the Administrator pursuant to the Service and Assessment Plan and approved
by ordinance adopted by the City.
“Assessments” shall have the meaning given to “Improvement Area #1 Assessments” in
the Indenture.
“Authorized Improvements” means improvements authorized by Section 372.003(b) of
the Act.
“Bond Ordinance” means the ordinance adopted by the City Council on June 23, 2026
authorizing the issuance of the Bonds pursuant to the Indenture.
“Bonds” means the City’s bonds designated “City of Anna, Texas, Special Assessment
Revenue Bonds, Series 2026 (Liberty Hills Public Improvement District No. 2 Improvement Area
#1 Project)”.
“Budgeted Costs” means the anticipated, agreed upon costs of the Improvement Area #1
Improvements as shown in Exhibit B of the Service and Assessment Plan.
2
“Certification for Payment” means a certificate, substantially in the form of Exhibit B
hereto or such other form agreed to by the Developer, the Administrator and the City
Representative, executed by an engineer, construction manager or other person or entity acceptable
to the City, as evidenced by the signature of a City Representative, provided no more frequently
than once per each month to the City Representative and the Trustee, specifying the amount of
work performed and the amount charged for that work, including materials and labor costs,
presented to the Trustee to request payment for Actual Costs of Improvement Area #1
Improvements under the Indenture.
“City Inspector” means an individual employed by or an agent of the City whose job is,
in part or in whole, to inspect infrastructure to be owned by the City for compliance with all rules
and regulations applicable to the development and the infrastructure inspected.
“City Manager” means the City Manager of the City, or its designee.
“City Representative” means the City Manager, or any other official or agent of the City
later authorized by the City to undertake the action referenced herein.
“Closing Disbursement Request” means the certificate, substantially in the form of
Exhibit A hereto or such other form agreed to by the Developer, Administrator, and City
Representative, executed by an engineer, construction manager or other person or entity acceptable
to the City, as evidenced by the signature of a City Representative, specifying the amounts to be
disbursed for the costs related to the creation of the District.
“Construction Contracts” means the contracts for the construction of an Improvement
Area #1 Improvement. “Construction Contract” means any one of the Construction Contracts.
“Costs” means the Budgeted Costs or the Actual Costs of an Improvement Area #1
Improvement as reflected in a Construction Contract, if different than the Budgeted Costs.
“Costs of Issuance Account” means the account of such name in the Project Fund created
under Section 6.1 of the Indenture.
“Cost Overrun” means, with respect to each Improvement Area #1 Improvement, the
Actual Cost, as appropriate, of such Improvement Area #1 Improvement in excess of the Budgeted
Cost.
“Cost Underrun” has the meaning assigned such term in Section 4.04 hereof
“Development Agreement” means that certain Development Agreement among the City,
Liberty 800 LP, Liberty 75 LP, Jay and Irene Janis, Janis Real Estate LLC, The Thornton Family
Trust, effective as of May 14, 2024, as amended from time to time, as partially assigned to the
Developer.
3
“District” shall mean the Liberty Hills Public Improvement District No. 2 created by the
City Council of the City on December 9, 2025.
“Final Completion” means completion of an Improvement Area #1 Improvement in
compliance with existing City standards for dedication under the City’s ordinances and the
Development Agreement.
“Improvement Area #1” means the initial improvement area to be developed and
generally shown in Appendix A-2 to the Service and Assessment Plan, as specifically depicted
and described as the sum of all parcels shown in Exhibit K-2 to the Service and Assessment Plan.
“Improvement Area #1 Improvements” mean the Authorized Improvements which only
benefit Improvement Area #1, which are described in Section III.A of the Service and Assessment
Plan.
“Improvement Area #1 Bond Improvement Account” means the account of such name
in the Project Fund created under Section 6.1 of the Indenture.
“Indenture” means that certain Indenture of Trust between the City and Regions Bank, as
trustee, dated as of July 1, 2026 relating to the Bonds.
“Plans” means the plans, specifications, schedules and related construction contracts for
the Improvement Area #1 Improvements, respectively, approved pursuant to the applicable
standards, ordinances, procedures, policies and directives of the City, the Development
Agreement, and any other applicable governmental entity.
“Project Fund” means the fund, including the accounts created and established under such
fund, where monies from the proceeds of the sale of the Bonds, excluding those deposited in other
funds in accordance with the Indenture, shall be deposited, and the fund by such name created
under the Indenture.
“Service and Assessment Plan” means the Liberty Hills Public Improvement District No.
2 Service and Assessment Plan adopted by a City ordinance on June 23, 2026 by the City Council,
prepared pursuant to the Act.
“Substantial Completion” means the time at which the construction of an Improvement
Area #1 Improvement (or specified segment, section or part thereof) has progressed to the point
where such Improvement Area #1 Improvement (or a specified segment, section or part thereof)
is sufficiently complete in accordance with the Construction Contracts related thereto so that such
Improvement Area #1 Improvement (or a specified segment, section or part thereof) can be utilized
for the purposes for which it is intended.
ARTICLE II
4
RECITALS
Section 2.01. The District and the Improvement Area #1 Improvements.
(a) The City has created the District under the Act for the financing of, among other
things, the acquisition, construction and installation of the Improvement Area #1 Improvements.
(b) The City has authorized the issuance of the Bonds in accordance with the provisions
of the Act, the Bond Ordinance and the Indenture, the proceeds of which Bonds shall be used, in
part, to finance a portion of the Improvement Area #1 Improvements in accordance with the terms
and limitations of the Indenture, the Development Agreement, this Agreement, and the Service
and Assessment Plan.
(c) All Improvement Area #1 Improvements are eligible to be financed with proceeds
of the Bonds and the Assessments to the extent specified herein.
(d) The proceeds from the issuance and sale of the Bonds shall be deposited in
accordance with the Indenture.
(e) The Developer will undertake, oversee, or ensure the construction and development
of the Improvement Area #1 Improvements for acquisition and acceptance by the City, in
accordance with the terms and conditions contained in the Development Agreement and this
Agreement.
Section 2.02. Agreements. In consideration of the mutual promises and covenants set forth
herein, and for other valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the City and the Developer agree that the foregoing recitals, as applicable to each,
are true and correct and further make the agreements set forth herein.
ARTICLE III
FUNDING
Section 3.01. Bonds.
(a) The City, in connection with this Agreement, is proceeding with the issuance and
delivery of the Bonds.
(b) The projects to be financed in part with the proceeds of the Bonds are the
Improvement Area #1 Improvements. The payment of Costs from the proceeds of the Bonds for
such Improvement Area #1 Improvements shall be made from the Improvement Area #1 Bond
Improvement Account of the Project Fund established under the Indenture.
(c) The City’s obligation with respect to the payment of the Costs of the Improvement
Area #1 Improvements shall be limited to the lesser of the Actual Costs or Budgeted Costs, and
shall be payable solely from amounts on deposit for the payment of such Costs as provided herein
and in the Indenture. The Developer agrees and acknowledges that it is responsible for all Cost
Overruns and all expenses related to the Improvement Area #1 Improvements, qualified, however,
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by the distribution of Cost Underrun monies, as detailed in Section 4.04.
(d) The City shall have no responsibility whatsoever to the Developer with respect to
the investment of any funds held in the Project Fund by the Trustee under the provisions of the
Indenture, including any loss of all or a portion of the principal invested or any penalty for
liquidation of an investment.
(e) The Developer acknowledges that any lack of availability of amounts in the funds
or accounts established in the Indenture to pay the Costs of the Improvement Area #1
Improvements shall in no way diminish any obligation of the Developer with respect to the
construction of or contributions for the Improvement Area #1 Improvements required by this
Agreement, the Development Agreement, or any other agreement to which the Developer is a party
or any governmental approval to which the Developer or any land within the District is subject.
Section 3.02 Funds and Accounts. All disbursements from the Improvement Area #1
Bond Improvement Account of the Project Fund shall be made by the City in accordance with
provisions of the Development Agreement, the Service and Assessment Plan, this Agreement and
the Indenture.
ARTICLE IV
CONSTRUCTION OF THE IMPROVEMENT AREA #1 IMPROVEMENTS
Section 4.01. Duty of Developer to Construct.
(a) All Improvement Area #1 Improvements shall be constructed by or at the direction
of the Developer in accordance with the Plans and in accordance with this Agreement and the
Development Agreement. The Developer shall perform, or cause to be performed, all of its
obligations and shall conduct, or cause to be conducted, all operations with respect to the
construction of Improvement Area #1 Improvements in a good, workmanlike and commercially
reasonable manner, with the standard of diligence and care normally employed by duly qualified
persons utilizing their commercially reasonable efforts in the performance of comparable work
and in accordance with generally accepted practices appropriate to the activities undertaken. The
Developer shall employ at all times adequate staff or consultants with the requisite experience
necessary to administer and coordinate all work related to the design, engineering, acquisition,
construction and installation of all Improvement Area #1 Improvements, to be acquired and
accepted by the City, from the Developer as provided in this Agreement.
(b) The Developer shall not be relieved of its obligation to construct or cause to be
constructed each Improvement Area #1 Improvement and, upon completion, inspection, and
acceptance, convey each such Improvement Area #1 Improvement to the City, in accordance with
the terms hereof, even if there are insufficient funds in the Project Fund or other funds or account
created under the Indenture to pay the Actual Costs thereof. In any event, this Agreement shall
not affect any obligation of the Developer under any other agreement to which the Developer is a
party or any governmental approval to which the Developer or any land within the District is
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subject, with respect to the Improvement Area #1 Improvements required in connection with the
development of the land within the District.
Section 4.02. No Competitive Bidding. The Improvement Area #1 Improvements shall
not require competitive bidding pursuant to Section 252.022(a)(9) of the Texas Local Government
Code, as amended.
Section 4.03. Independent Contractor. In performing this Agreement, the Developer is
an independent contractor and not the agent or employee of the City with respect to the
Improvement Area #1 Improvements.
Section 4.04. Remaining Funds After Completion of an Improvement Area #1
Improvement. Upon the Final Completion of any Improvement Area #1 Improvement (or any
segment or section thereof) and payment of all outstanding invoices for such Improvement Area
#1 Improvement (or segment or section thereof), if the Actual Cost of such Improvement Area #1
Improvement (or segment or section thereof) is less than the Budgeted Cost of such Improvement
Area #1 Improvement (a “Cost Underrun”), any remaining Budgeted Cost may be made available
to pay Cost Overruns on any other Improvement Area #1 Improvement, including Improvement
Area #1 Improvements in a different improvement category shown in the Service and Assessment
Plan. Any Cost Underrun for any Improvement Area #1 Improvement is available to pay Cost
Overruns on any other Improvement Area #1 Improvement. If, upon Final Completion of all
Improvement Area #1 Improvements in any improvement category, there are funds remaining in
any improvement categories, those funds can then be used to reimburse the Developer for any
qualifying costs of Improvement Area #1 Improvements that have not been previously paid.
The Administrator shall confirm that such remaining amounts are available to pay such
Cost Overruns, and the Developer, the Administrator and the City Representative shall promptly
agree on how to apply such moneys to the costs of other Improvement Area #1 Improvements,
subject to the costs described in the Service and Assessment Plan. The use of such moneys shall
be included in the next Annual Service Plan Update.
Section 4.05. Contracts and Change Orders. The Developer shall be responsible for
entering into all contracts and any supplemental agreements (herein referred to as “change orders”)
required for the construction of the Improvement Area #1 Improvements. Developer or its
contractors may approve and implement any change orders, even if such change order would
increase the Cost of an Improvement Area #1 Improvement, but the Developer shall be solely
responsible for payment of any Cost Overruns resulting from such change orders except to the
extent amounts are available pursuant to Section 4.04. If any change order is for work that requires
changes to be made by an engineer to the construction and design documents and plans previously
approved under Section 4.01, then such revisions made by an engineer must be submitted to the
City for approval by the City’s engineer prior to execution of the change order.
ARTICLE V
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ACQUISITION, CONSTRUCTION, AND PAYMENT
Section 5.01. Payment Requests for Disbursements at Closing. In order to receive the
disbursement from the Costs of Issuance Account of the Project Fund or the Improvement Area
#1 Bond Improvement Account of the Project Fund at closing of the Bonds, related to costs of
issuance of the Bonds or costs incurred in the creation of the District, the Developer shall execute
a Closing Disbursement Request, substantially in the form of Exhibit A hereto or otherwise
acceptable and agreed to by the City, to be delivered to the City no less than fifteen (15) business
days prior to the scheduled Closing Date for the Bonds for payment in accordance with the
provisions of the Indenture. In order to receive the disbursement for an Improvement Area #1
Improvement from the Improvement Area #1 Bond Improvement Account of the Project Fund at
closing of the Bonds, the Developer shall execute a Certification for Payment, substantially in the
form of Exhibit B hereto or otherwise agreed to by the City, to be delivered to the City no later
than fifteen (15) business days prior to the scheduled Closing Date for the Bonds for payment in
accordance with the provisions of the Indenture. Upon approval by the City, the City shall submit
a Closing Disbursement Request or a Certification for Payment, as applicable, to the Trustee for
disbursement to be made from the Costs of Issuance Account of the Project Fund or the
Improvement Area #1 Bond Improvement Account of the Project Fund, as applicable.
Section 5.02. Certification for Payment for an Improvement Area #1 Improvement.
(a) No payment hereunder shall be made from the Project Fund to the Developer for
work on an Improvement Area #1 Improvement until a Certification for Payment is received from
the Developer. Upon receipt of a Certification for Payment substantially in the form of Exhibit B
hereto (and all accompanying documentation required by the City) from the Developer, the City
Inspector shall conduct a review in order to confirm that such request is complete, that the work
with respect to such Improvement Area #1 Improvement identified therein for which payment is
requested was completed in accordance with all applicable governmental laws, rules and
regulations and applicable Plans therefor and with the terms of this Agreement, the Development
Agreement, and to verify and approve the Actual Cost of such work specified in such Certification
for Payment (collectively, the “Developer Compliance Requirements”). The City Inspector and/or
the City Representative shall also conduct such review as is required in his discretion to confirm
the matters certified in the Certification for Payment. The Developer agrees to cooperate with the
City Inspector and/or City Representative in conducting each such review and to provide the City
Inspector and/or City Representative with such additional information and documentation as is
reasonably necessary for the City Inspector and/or City Representative to conclude each such
review.
(b) Within fifteen (15) business days of receipt of any Certification for Payment, the
City Representative shall either (i) approve and execute the Certification for Payment and forward
the same to the Administrator for approval and delivery to the Trustee for payment to the
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Developer in accordance with Section 5.03(a) hereof or (ii) in the event the City Representative
disapproves the Certification for Payment, give written notification to the Developer of the City
Representative’s disapproval, in whole or in part, of such Certification for Payment, specifying the
reasons for such disapproval and the additional requirements to be satisfied for approval of such
Certification for Payment. If a Certification for Payment seeking reimbursement is approved only
in part, the City Representative shall specify the extent to which the Certification for Payment is
approved and shall deliver such partially approved Certification for Payment to the Administrator
for approval in accordance with Section 5.03 hereof and delivery to the Developer in accordance
with Section 5.02(c) hereof, and any such partial work shall be processed for payment under
Section 5.03 notwithstanding such partial denial.
(c) If the City Representative denies the Certification for Payment, the denial must be
in writing, stating the reason(s) for denial. The denial may be appealed to the City Council by the
Developer in writing within thirty (30) days of being denied by the City Representative. Denial
of the Certification for Payment by the City Council shall be attempted to be resolved by half-day
mediation between the parties in the event an agreement is not otherwise reached by the parties,
with the mediator’s fee being paid by Developer. The Certification for Payment shall not be
forwarded to the Trustee for payment until the dispute is resolved by the City and the Developer.
(d) The Developer shall deliver the approved or partially approved Certification for
Payment to the Trustee for payment and the City shall direct the Trustee to make such payment
from the Project Fund in accordance with Section 5.03 below.
Section 5.03. Payment for Improvement Area #1 Improvement.
(a) Upon receipt of a reviewed and approved Certification for Payment, the Trustee
shall make payment from the Improvement Area #1 Bond Improvement Account of the Project
Fund pursuant to the terms of the Certification for Payment and the Indenture in an amount not to
exceed the Budgeted Cost for the particular Improvement Area #1 Improvement, unless a Cost
Overrun amount has been approved for a particular Improvement Area #1 Improvement. If a Cost
Overrun amount has been approved, then the amount reimbursed shall not exceed the Budgeted
Amount plus the approved Cost Overrun amount.
(b) Approved Certifications for Payment that await reimbursement shall not accrue
interest.
(c) Notwithstanding any other provisions of this Agreement, when payment is made,
the City shall direct the Trustee to make payment directly to the general contractor or supplier of
materials or services or jointly to Developer (or any permitted assignee of such Developer) and
the general contractor or supplier of materials or services, as indicated in an approved Certification
for Payment, out of available and appropriate funds in the Project Fund. If the request for payment
results in ninety percent (90%) or more of the Budgeted Costs for such Improvement Area #1
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Improvement identified in such request for payment being paid, then the City shall direct the
Trustee to hold the payment until work with respect to that Improvement Area #1 Improvement
has been completed and accepted by the City. If an unconditional lien release related to the items
referenced in the Certification for Payment is attached to such Certification for Payment, the City
shall direct the Trustee to make such payment to the Developer or any permitted assignee of the
Developer. In the event the Developer provides a general contractor’s or supplier of materials’
unconditional lien release for a portion of the work covered by a Certification for Payment, the
City shall direct the Trustee to make such payment directly to the Developer or any permitted
assignee of the Developer to the extent of such lien release.
(d) Withholding Payments.
Nothing in this Agreement shall be deemed to prohibit the Developer or the City from
contesting in good faith the validity or amount of any mechanics or materialman’s lien and/or
judgment nor limit the remedies available to the Developer or the City with respect thereto,
including the withholding of any payment that may be associated with the exercise of such remedy,
so long as such delay in performance shall not subject the Improvement Area #1 Improvement to
foreclosure, forfeiture, or sale. In the event that any such mechanics or materialman’s lien and/or
judgment with respect to any Improvement Area #1 Improvement is contested, the Developer shall
post or cause delivery of a surety bond in the amount determined by the City or City may decline
to accept the Improvement Area #1 Improvements until such mechanics or materialman’s lien
and/or judgment is satisfied.
ARTICLE VI
OWNERSHIP AND TRANSFER OF IMPROVEMENT AREA #1 IMPROVEMENT
Section 6.01. Improvement Area #1 Improvement to be Owned by the City– Title
Evidence. If required by the City, the Developer shall furnish to the City a preliminary title report
for land with respect to an Improvement Area #1 Improvement to be acquired and accepted by the
City from the Developer and not previously dedicated or otherwise conveyed to the City for review
and approval at least thirty (30) calendar days prior to the transfer of title of an Improvement Area
#1 Improvement to the City. The City shall approve the preliminary title report unless it reveals a
matter which, in the reasonable judgment of the City, could materially affect the City’s clean title
or use and enjoyment of any part of the property or easement covered by the preliminary title
report. In the event the City does not approve the preliminary title report, the City shall not be
obligated to accept title to the Improvement Area #1 Improvement until the Developer has cured
such objections to title to the satisfaction of the City.
Section 6.02. Improvement Area #1 Improvement Constructed on City Land or Developer
Land. If the Improvement Area #1 Improvement is on land owned by the City, the City hereby
grants to the Developer a license to enter upon such land for purposes related to construction (and
maintenance pending acquisition and acceptance) of the Improvement Area #1 Improvement. If
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the Improvement Area #1 Improvement is on land owned by the Developer, the Developer hereby
grants to the City an easement to enter upon such land for purposes related to inspection and
maintenance (pending acquisition and acceptance) of the Improvement Area #1 Improvement. The
grant of the permanent easement shall not relieve the Developer of any obligation to grant the City
title to property and/or easements related to the Improvement Area #1 Improvement as required
by the Development Agreement or as should in the City’s reasonable judgment be granted to
provide for convenient access to and routine and emergency maintenance of such Improvement
Area #1 Improvement. The provisions for inspection and acceptance of such Improvement Area
#1 Improvement otherwise provided herein shall apply.
ARTICLE VII
REPRESENTATIONS, WARRANTIES AND COVENANTS
Section 7.01. Representations, Covenants and Warranties of the Developer. The
Developer represents and warrants for the benefit of the City as follows:
(a) Organization. The Developer is a limited liability company duly formed, organized
and validly existing under the laws of the State of Texas, is in compliance with the laws of the
State of Texas, and has the power and authority to own its properties and assets and to fulfill its
obligations in this Agreement and the Development Agreement and to carry on its business in the
State of Texas as now being conducted as hereby contemplated.
(b) Authority. The Developer has the power and authority to enter into this Agreement
and has taken all action necessary to cause this Agreement to be executed and delivered, and this
Agreement has been duly and validly executed and delivered by the Developer.
(c) Binding Obligation. This Agreement is a legal, valid and binding obligation of the
Developer, enforceable against the Developer in accordance with its terms, subject to bankruptcy
and other equitable principles.
(d) Compliance with Law. The Developer shall not commit, suffer or permit any act
to be done in, upon or to the lands in the District or the Improvement Area #1 Improvements in
violation of any law, ordinance, rule, regulation or order of any governmental authority or any
covenant, condition or restriction now or hereafter affecting the lands in the District or the
Improvement Area #1 Improvements.
(e) Requests for Payment. The Developer represents and warrants that (i) it will not
request payment from the Project Fund for the acquisition construction or installation of any
improvements that are not part of the Costs associated with the Improvement Area #1
Improvements, and (ii) it will diligently follow all procedures set forth in this Agreement with
respect to the Certification for Payments.
(f) Financial Records. For a period of two years after completion of the Improvement
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Area #1 Improvements, the Developer covenants to maintain proper books of record and account
for the construction of the Improvement Area #1 Improvements and all Costs related thereto. Such
accounting books shall be maintained in accordance with generally accepted accounting principles,
and shall be available for inspection by the City or its agents at any reasonable time during regular
business hours on reasonable notice.
(g) Plans. The Developer represents that it has obtained or will obtain approval of the
Plans from all appropriate departments of the City and from any other public entity or public utility
from which such approval must be obtained. The Developer further agrees that, subject to the
terms hereof, the Improvement Area #1 Improvements have been or will be constructed in full
compliance with such Plans and any change orders thereto consistent with the Act, this Agreement
and the Development Agreement. Developer shall provide as-built plans for all Improvement Area
#1 Improvements to the City.
(h) Additional Information. The Developer agrees to cooperate with all reasonable
written requests for nonproprietary information by the initial purchaser of the Bonds, the City
Manager and the City Representative related to the status of construction of the Improvement Area
#1 Improvements within the District, the anticipated completion dates for future improvements
and any other matter that the initial purchaser of the Bonds or City Representative deems material
to the investment quality of the Bonds.
(i) Continuing Disclosure Agreement. The Developer agrees to provide the
information required pursuant to the Continuing Disclosure Agreement of the Developer executed
by the Developer in connection with the Bonds.
(j) Tax Certificate. The City will deliver a certificate relating to the Bonds (such
certificate, as it may be amended and supplemented from time to time, being referred to herein as
the “Tax Certificate”) containing covenants and agreements designed to satisfy the requirements
of 26 U.S. Code Sections 103 and 141 through 150, inclusive, and the federal income tax
regulations issued thereunder relating to the use of the proceeds of the Bonds or of any monies,
securities or other obligations on deposit to the credit of any of the funds and accounts created by
the Indenture or this Agreement or otherwise that may be deemed to be proceeds of the Bonds
within the meaning of 26 U.S. Code Section 148 (collectively, “Bond Proceeds”).
The Developer covenants to provide, or cause to be provided, such facts and estimates as
the City reasonably considers necessary to enable it to execute and deliver its Tax Certificate. The
Developer further covenants that (i) such facts and estimates will be based on its reasonable
expectations on the date of issuance of the Bonds and will be, to the best of the knowledge of the
officers of the Developer providing such facts and estimates, true, correct and complete as of that
date, and (ii) the Developer will make reasonable inquires to ensure such truth, correctness and
completeness. The Developer covenants that it will not make, or (to the extent that it exercises
control or direction) permit to be made, any use or investment of the Bond Proceeds (including,
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but not limited to, the use of the Improvement Area #1 Improvements) that would cause any of the
covenants or agreements of the City contained in the Tax Certificate to be violated or that would
otherwise have an adverse effect on the tax-exempt status of the interest payable on the Bonds for
federal income tax purposes.
(k) Financial Resources. The Developer represents and warrants that it has the
financial resources, or the ability to obtain sufficient financial resources, to meet its obligations
under this Agreement, the Service and Assessment Plan and the Development Agreement.
Section 7.02. Indemnification and Hold Harmless. THE DEVELOPER SHALL
INDEMNIFY AND HOLD HARMLESS THE CITY INSPECTOR, THE CITY, ITS
OFFICIALS, EMPLOYEES, OFFICERS, REPRESENTATIVES AND AGENTS (EACH AN
“INDEMNIFIED PARTY”), FROM AND AGAINST ALL ACTIONS, DAMAGES, CLAIMS,
LOSSES OR EXPENSE OF EVERY TYPE AND DESCRIPTION TO WHICH THEY MAY BE
SUBJECTED OR PUT: (I) BY REASON OF, OR RESULTING FROM THE BREACH OF ANY
PROVISION OF THIS AGREEMENT BY THE DEVELOPER; (II) THE NEGLIGENT
DESIGN, ENGINEERING, AND/OR CONSTRUCTION BY THE DEVELOPER OR ANY
ARCHITECT, ENGINEER OR CONTRACTOR HIRED BY THE DEVELOPER OF ANY OF
THE IMPROVEMENT AREA #1 IMPROVEMENTS ACQUIRED FROM THE DEVELOPER
HEREUNDER; (III) THE DEVELOPER’S NONPAYMENT UNDER CONTRACTS
BETWEEN THE DEVELOPER AND ITS CONSULTANTS, ENGINEERS, ADVISORS,
CONTRACTORS, SUBCONTRACTORS AND SUPPLIERS IN THE PROVISION OF THE
IMPROVEMENT AREA #1 IMPROVEMENTS; (IV) ANY CLAIMS OF PERSONS
EMPLOYED BY THE DEVELOPER OR ITS AGENTS TO CONSTRUCT THE
IMPROVEMENT AREA #1 IMPROVEMENTS; OR (V) ANY CLAIMS AND SUITS OF
THIRD PARTIES, INCLUDING BUT NOT LIMITED TO DEVELOPER’S RESPECTIVE
PARTNERS, OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, AGENTS,
SUCCESSORS, ASSIGNEES, VENDORS, GRANTEES AND/OR TRUSTEES, REGARDING
OR RELATED TO THE IMPROVEMENT AREA #1 IMPROVEMENTS OR ANY
AGREEMENT OR RESPONSIBILITY REGARDING THE IMPROVEMENT AREA #1
IMPROVEMENTS, INCLUDING CLAIMS AND CAUSES OF ACTION WHICH MAY ARISE
OUT OF THE SOLE OR PARTIAL NEGLIGENCE OF AN INDEMNIFIED PARTY (THE
“CLAIMS”). NOTWITHSTANDING THE FOREGOING, NO INDEMNIFICATION IS GIVEN
HEREUNDER FOR ANY ACTION, DAMAGE, CLAIM, LOSS OR EXPENSE DETERMINED
BY A COURT OF COMPETENT JURISDICTION TO BE DIRECTLY ATTRIBUTABLE TO
THE WILLFUL MISCONDUCT OF ANY INDEMNIFIED PARTY, DEVELOPER IS
EXPRESSLY REQUIRED TO DEFEND CITY AGAINST ALL SUCH CLAIMS, AND CITY
IS REQUIRED TO REASONABLY COOPERATE AND ASSIST DEVELOPER IN
PROVIDING SUCH DEFENSE.
IN ITS REASONABLE DISCRETION, THE CITY SHALL HAVE THE RIGHT TO
APPROVE OR SELECT DEFENSE COUNSEL TO BE RETAINED BY THE DEVELOPER IN
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FULFILLING ITS OBLIGATIONS HEREUNDER TO DEFEND AND INDEMNIFY THE
INDEMNIFIED PARTIES, UNLESS SUCH RIGHT IS EXPRESSLY WAIVED BY THE CITY
IN WRITING. THE INDEMNIFIED PARTIES RESERVE THE RIGHT TO PROVIDE A
PORTION OR ALL OF THEIR/ITS OWN DEFENSE, AT THEIR/ITS SOLE COST;
HOWEVER, INDEMNIFIED PARTIES ARE UNDER NO OBLIGATION TO DO SO. ANY
SUCH ACTION BY AN INDEMNIFIED PARTY IS NOT TO BE CONSTRUED AS A
WAIVER OF THE DEVELOPER’S OBLIGATION TO DEFEND INDEMNIFIED PARTIES
OR AS A WAIVER OF THE DEVELOPER’S OBLIGATION TO INDEMNIFY INDEMNIFIED
PARTIES, PURSUANT TO THIS AGREEMENT. THE DEVELOPER SHALL RETAIN CITY-
APPROVED DEFENSE COUNSEL WITHIN SEVEN (7) BUSINESS DAYS OF WRITTEN
NOTICE FROM AN INDEMNIFIED PARTY THAT IT IS INVOKING ITS RIGHT TO
INDEMNIFICATION UNDER THIS AGREEMENT. IF THE DEVELOPER FAILS TO
RETAIN COUNSEL WITHIN SUCH TIME PERIOD, INDEMNIFIED PARTIES SHALL
HAVE THE RIGHT TO RETAIN DEFENSE COUNSEL ON ITS OWN BEHALF, AND THE
DEVELOPER SHALL BE JOINTLY AND SEVERALLY LIABLE FOR ALL REASONABLE
COSTS INCURRED BY INDEMNIFIED PARTIES.
THIS SECTION 7.02 SHALL SURVIVE THE TERMINATION OF THIS
AGREEMENT.
THE PARTIES AGREE AND STIPULATE THAT THIS INDEMNIFICATION
COMPLIES WITH THE CONSPICUOUSNESS REQUIREMENT AND THE EXPRESS
NEGLIGENCE TEST, AND IS VALID AND ENFORCEABLE AGAINST THE DEVELOPER.
Section 7.03. Use of Monies by City; Changes to Indenture. The City agrees not to take
any action or direct the Trustee to take any action to expend, disburse or encumber the monies held
in the Project Fund and any monies to be transferred thereto for any purpose other than the
purposes permitted by the Indenture. Prior to the acceptance of all the Improvement Area #1
Improvements, the City agrees not to modify or supplement the Indenture without the approval of
the Developer if as a result or as a consequence of such modification or supplement: (a) the amount
of monies that would otherwise have been available under the Indenture for disbursement for the
Costs of the Improvement Area #1 Improvements is reduced, delayed or deferred, (b) the
obligations or liabilities of the Developer is or may be substantially increased or otherwise
adversely affected in any manner, or (c) the rights of the Developer is or may be modified, limited,
restricted or otherwise substantially adversely affected in any manner.
Section 7.04. No Reduction of Assessments. The Developer agrees not to take any action
or actions to reduce the total amount of such Assessments to be levied as of the effective date of
this Agreement.
ARTICLE VIII
TERMINATION
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Section 8.01. Mutual Consent. This Agreement may be terminated by the mutual, written
consent of the City and the Developer, in which event the City may either execute contracts for or
perform any remaining work related to the Improvement Area #1 Improvements not accepted by
the City or other appropriate entity and use all or any portion of funds on deposit in the Project
Fund or other amounts transferred to the Project Fund under the terms of the Indenture to pay for
same, and the Developer shall have no claim or right to any further payments for the Costs of an
Improvement Area #1 Improvement hereunder, except as otherwise may be provided in such
written consent.
Section 8.02. City’s Election for Cause.
(a) The City, upon notice to the Developer and the passage of the cure period identified
in subsection (b) below, may terminate this Agreement, without the consent of the Developer if
the Developer shall breach any material covenant or default in the performance of any material
obligation hereunder.
(b) If any such event described in Section 8.02(a) occurs, the City shall give written
notice of its knowledge of such event to the Developer, and the Developer agrees to promptly meet
and confer with the City Inspector and other appropriate City staff and consultants as to options
available to assure timely completion, subject to the terms of this Agreement, of the Improvement
Area #1 Improvements. Such options may include, but not be limited to, the termination of this
Agreement by the City. If the City elects to terminate this Agreement, the City shall first notify
the Developer (and any mortgagee or trust deed beneficiary specified in writing by the Developer
to the City to receive such notice) of the grounds for such termination and allow the Developer a
minimum of 45 days to eliminate or to mitigate to the satisfaction of the City the grounds for such
termination. Such period may be extended, at the sole discretion of the City, if the Developer, to
the reasonable satisfaction of the City, is proceeding with diligence to eliminate or mitigate such
grounds for termination. If at the end of such period (and any extension thereof), as determined
reasonably by the City, the Developer has not eliminated or completely mitigated such grounds to
the satisfaction of the City, the City may then terminate this Agreement. In the event of the
termination of this Agreement, the Developer is entitled to payment for work accepted by the City
related to an Improvement Area #1 Improvement only as provided for under the terms of the
Indenture and this Agreement prior to the termination date of this Agreement. Notwithstanding
the foregoing, so long as the Developer has breached any material covenant or defaulted in the
performance of any material obligation hereunder, notice of which has been given by the City to
the Developer, and such event has not been cured or otherwise eliminated by the Developer, the
City may in its discretion cause the Trustee to cease making payments for the Actual Costs of
Improvement Area #1 Improvements, provided that the Developer shall receive payment of the
Actual Costs of any Improvement Area #1 Improvements that were accepted by the City at the
time of the occurrence of such breach or default by the Developer upon submission of the
documents and compliance with the other applicable requirements of this Agreement.
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(c) If this Agreement is terminated by the City for cause, the City may either execute
contracts for or perform any remaining work related to the Improvement Area #1 Improvements
not accepted by the City and use all or any portion of the funds on deposit in the Project Fund or
other amounts transferred to the Project Fund and the Developer shall have no claim or right to
any further payments for the Improvement Area #1 Improvements hereunder, except as otherwise
may be provided upon the mutual written consent of the City and the Developer. The City shall
have no obligation to perform any work related to an Improvement Area #1 Improvement or to
incur any expense or cost in excess of the remaining balance of the Project Fund.
Section 8.03. Termination Upon Redemption or Defeasance of Bonds. This Agreement
will terminate automatically and with no further action by the City or the Developer upon the
redemption or defeasance of all outstanding Bonds (including any refunding bonds issued to refund
the Bonds) issued under the Indenture.
Section 8.04. Construction of the Improvement Area #1 Improvements Upon Termination
of this Agreement. Notwithstanding anything to the contrary contained herein, upon the
termination of this Agreement pursuant to this Article VIII, the Developer shall perform its
obligations with respect to the Improvement Area #1 Improvements in accordance with this
Agreement and the Development Agreement.
Section 8.05. Force Majeure. Whenever performance is required of a party hereunder,
that party shall use all due diligence and take all necessary measures in good faith to perform, but
if completion of performance is delayed by reasons of floods, earthquakes or other acts of God,
war, civil commotion, riots, strikes, picketing or other labor disputes, damage to work in progress
by casualty or by other cause beyond the reasonable control of the party (financial inability
excepted) (“Force Majeure”), then the specified time for performance shall be extended by the
amount of the delay actually so caused. The extension of time to perform allowed by this Section
8.05 shall not apply unless, upon the occurrence of an event of Force Majeure, the party needing
additional time to perform notifies the other party of the event of Force Majeure and the amount
of additional time reasonably required within ten (10) business days of the occurrence of the event
of Force Majeure.
ARTICLE IX
MISCELLANEOUS
Section 9.01. Limited Liability of City. The Developer agrees that any and all obligations
of the City arising out of or related to this Agreement are special obligations of the City, and the
City’s obligations to make any payments hereunder are restricted entirely to the moneys, if any, in
the Project Fund and from no other source. Neither the City, the City Inspector, City
Representative nor any other City employee, officer, official or agent shall incur any liability
hereunder to the Developer or any other party in their individual capacities by reason of their
actions hereunder or execution hereof.
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Section 9.02. Audit. The City Inspector, City Representative or a finance officer of the
City shall have the right, during normal business hours and upon the giving of three business days’
prior written notice to a Developer, to review all books and records of the Developer pertaining to
costs and expenses incurred by the Developer with respect to any of the Improvement Area #1
Improvements and any bids taken or received for the construction thereof or materials therefor.
Section 9.03. Notices. Any notice, submittal, payment or instrument required or permitted
by this Agreement to be given or delivered to any party shall be deemed to have been received (i)
if delivered via a method other than e-mail, when delivered personally or upon the expiration of
72 hours following deposit of the same in any United States Post Office, registered or certified
mail, postage prepaid or (ii) if delivered via e-mail, upon the earlier of receipt of a “delivery
receipt” or on the next Business Day after being sent (as recorded on the device from which the
sender sent the email) unless the sender receives an automated message that the email has not been
delivered. Any such notice shall be addressed as follows:
To the City: City of Anna, Texas
Attn: City Manager
120 W. 7th Street
Anna, Texas 75409
E-mail: rperez@annatexas.gov
With a copy to: Wolfe, Tidwell & McCoy, LLP
Attn: Clark McCoy
2591 Dallas Parkway, Suite 300
Frisco, Texas 75034
E-mail: cmccoy@wtmlaw.net
And to: McCall, Parkhurst & Horton L.L.P.
Attn: Rodolfo Segura Jr
717 North Harwood, Suite 900
Dallas, TX 75201
E-mail: rsegura@mphlegal.com
To Developer: VC Liberty Hills, LLC
Attn: Kevin Lazares
3860 W Northwest Hwy, Suite 450
Dallas, Texas 75220
E-mail: klazares@veritascommunities.com
With a copy to: Greenberg Traurig, LLP
Attn: Drew Slone
2200 Ross Ave., Suite 5200
Dallas, Texas 75201
E-mail: drew.slone@gtlaw.com
Any party may change its address or addresses for delivery of notice by delivering written
notice of such change of address to the other party.
17
The City shall advise the Developer of the name and address of any person who is to receive
any notice or other communication pursuant to this Agreement.
Section 9.04. Severability. If any part of this Agreement is held to be illegal or
unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall be given
effect to the fullest extent possible.
Section 9.05. Successors and Assigns. This Agreement shall be binding upon and inure
to the benefit of the successors and assigns of the parties hereto. Any receivables due under this
Agreement may be assigned by the Developer without the consent of, but upon written notice to
the City pursuant to Section 9.03 of this Agreement. The obligations, requirements, or covenants
of this Agreement shall be able to be assigned to an affiliate or related entity of the Developer, or
any lien holder on the Property, without prior written consent of the City. The obligations,
requirements, or covenants of this Agreement shall not be assigned by the Developer to a non-
affiliate or non-related entity of the Developer without prior written consent of the City Manager,
except pursuant to a collateral assignment to any person or entity providing construction financing
to the Developer for an Improvement Area #1 Improvement, provided such person or entity
expressly agrees to assume all obligations of the Developer hereunder if there is a default under
such financing and such Person elects to complete the Improvement Area #1 Improvement. No
such assignment shall be made by the Developer or any successor or assignee of the Developer
that results in the City being an “obligated person” within the meaning of Rule 15c2-12 of the
United States Securities and Exchange Commission without the express written consent of the
City. In connection with any consent of the City, the City may condition its consent upon the
acceptability of the financial condition of the proposed assignee, upon the assignee’s express
assumption of all obligations of the Developer hereunder and/or upon any other reasonable factor
which the City deems relevant in the circumstances. In any event, any such assignment shall be
in writing, shall clearly identify the scope of the rights and/or obligations assigned. The City may
assign by a separate writing certain rights as described in this Agreement and in the Indenture, to
the Trustee and the Developer hereby consents to such assignment.
Section 9.06. Other Agreements. The obligations of the Developer hereunder shall be
those of a party hereto and not as an owner of property in the District. Nothing herein shall be
construed as affecting the City’s or the Developer’s rights or duties to perform their respective
obligations under other agreements, use regulations, ordinances or subdivision requirements
relating to the development of the lands in the District, including the applicable Construction
Contracts and the Development Agreement. To the extent there is a conflict between this
Agreement and the Development Agreement, the Development Agreement shall control. To the
extent there is a conflict between this Agreement and the Indenture, the Indenture shall control.
Section 9.07. Waiver. Failure by a party to insist upon the strict performance of any of
the provisions of this Agreement by any other party, or the failure by a party to exercise its rights
18
upon the default of any other party, shall not constitute a waiver of such party’s right to insist and
demand strict compliance by such other party with the terms of this Agreement thereafter.
Section 9.08. Merger. No other agreement, statement or promise made by any party or
any employee, officer or agent of any party with respect to any matters covered hereby that is not
in writing and signed by all the parties to this Agreement shall be binding.
Section 9.09. Parties in Interest. Nothing in this Agreement, expressed or implied, is
intended to or shall be construed to confer upon or to give to any person or entity other than the
City and the Developer any rights, remedies or claims under or by reason of this Agreement or any
covenants, conditions or stipulations hereof, and all covenants, conditions, promises and
agreements in this Agreement contained by or on behalf of the City or the Developer shall be for
the sole and exclusive benefit of the City and the Developer.
Section 9.10. Amendment. This Agreement may be amended upon agreement of the
parties, from time to time in a manner consistent with the Act, the Indenture, and the Bond
Ordinance by written supplement hereto and executed in counterparts, each of which shall be
deemed an original.
Section 9.11. Counterparts. This Agreement may be executed in counterparts, each of
which shall be deemed an original.
Section 9.12. Effective Date. This Agreement has been dated as of the date first above
written solely for the purpose of convenience of reference and shall become effective upon its
execution and delivery, on the Closing Date of the Bonds, by the parties hereto. All representations
and warranties set forth therein shall be deemed to have been made on the Closing Date of the
Bonds.
Section 9.13. Term. The term of this Agreement, other than the provisions contained in
Section 7.02, which shall survive the termination of this Agreement, shall be thirty (30) years or
upon redemption or defeasance of the Bonds (including any refunding bonds issued to refund the
Bonds) issued under the Indenture. If the Developer defaults under this Agreement or the
Development Agreement, this Agreement and the Development Agreement shall not terminate
with respect to the Costs of the Improvement Area #1 Improvements that have been approved by
the City pursuant to a Certification for Payment prior to the date of default.
Section 9.14 No Waiver of Powers or Immunity. The City does not waive or surrender
any of its governmental powers, immunities, or rights except as necessary to allow Developer to
enforce its remedies under this Agreement.
Section 9.15. Statutory Verifications. The Developer makes the following representations
and covenants pursuant to Chapters 2252, 2271, 2274, and 2276, Texas Government Code, as
heretofore amended (the “Government Code”), in entering into this Agreement. As used in such
19
verifications, “affiliate” means an entity that controls, is controlled by, or is under common control
with the Developer within the meaning of SEC Rule 405, 17 C.F.R. § 230.405, and exists to make
a profit. Liability for breach of any such verification during the term of this Agreement shall
survive until barred by the applicable statute of limitations, and shall not be liquidated or otherwise
limited by any provision of this Agreement, notwithstanding anything in this Agreement to the
contrary.
a. Not a Sanctioned Company. The Developer represents that neither it nor
any of its parent company, wholly- or majority-owned subsidiaries, and other affiliates is
a company identified on a list prepared and maintained by the Texas Comptroller of Public
Accounts under Section 2252.153 or Section 2270.0201, Government Code. The foregoing
representation excludes the Developer and each of its parent company, wholly- or majority-
owned subsidiaries, and other affiliates, if any, that the United States government has
affirmatively declared to be excluded from its federal sanctions regime relating to Sudan
or Iran or any federal sanctions regime relating to a foreign terrorist organization.
b. No Boycott of Israel. The Developer hereby verifies that it and its parent
company, wholly- or majority-owned subsidiaries, and other affiliates, if any, do not
boycott Israel and will not boycott Israel during the term of this Agreement. As used in
the foregoing verification, “boycott Israel” has the meaning provided in Section 2271.001,
Government Code.
c. No Discrimination Against Firearm Entities. The Developer hereby verifies
that it and its parent company, wholly- or majority-owned subsidiaries, and other affiliates,
if any, do not have a practice, policy, guidance, or directive that discriminates against a
firearm entity or firearm trade association and will not discriminate against a firearm entity
or firearm trade association during the term of this Agreement. As used in the foregoing
verification, “discriminate against a firearm entity or firearm trade association” has the
meaning provided in Section 2274.001(3), Government Code.
d. No Boycott of Energy Companies. The Developer hereby verifies that it
and its parent company, wholly- or majority-owned subsidiaries, and other affiliates, if any,
do not boycott energy companies and will not boycott energy companies during the term
of this Agreement. As used in the foregoing verification, “boycott energy companies” has
the meaning provided in Section 2276.001(1), Government Code.
[Execution pages to follow]
S-1
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of
June 23, 2026.
CITY OF ANNA, TEXAS
By: ______________________________
Pete Cain
Mayor
ATTEST:
Carrie L. Land
City Secretary
(City Seal)
S-2
DEVELOPER:
VC LIBERTY HILLS, LLC,
a Delaware limited liability company
By: Veritas Communities, LLC,
a Texas limited liability company, its manager
By:_______________________________
Kevin Lazares, Managing Member
A-1
Exhibit A
FORM OF CLOSING DISBURSEMENT REQUEST
The undersigned is an agent for VC Liberty Hills, LLC (the “Developer”) and requests
payment from:
[the Costs of Issuance Account of the Project Fund][the Improvement Area #1 Bond
Improvement Account of the Project Fund] (as defined in the Liberty Hills Public Improvement
District No. 2 Improvement Area #1 Construction, Funding, and Acquisition Agreement) from
Regions Bank (the “Trustee”) in the amount of _________________ DOLLARS ($__________)
for costs incurred in the establishment, administration, and operation of the Liberty Hills Public
Improvement District No. 2 (the “District”), as follows:
Closing Costs Description Cost PID Allocated Cost
TOTAL
In connection to the above referenced payments, the Developer represents and warrants to
the City as follows:
1. The undersigned is a duly authorized officer of the Developer, is qualified to
execute this Closing Disbursement Request on behalf of the Developer, and is
knowledgeable as to the matters set forth herein.
2. The payment requested for the above referenced establishment, administration, and
operation of the District at the time of the delivery of the Bonds has not been the subject
of any prior payment request submitted to the City.
3. The amount listed for the above itemized costs is a true and accurate representation
of the Actual Costs incurred by Developer with the establishment of the District at the time
of the delivery of the Bonds, and such costs are in compliance with the Service and
Assessment Plan.
4. The Developer is in compliance with the terms and provisions of the Liberty Hills
Public Improvement District No. 2 Improvement Area #1 Construction, Funding, and
Acquisition Agreement, the Development Agreement, and the Service and Assessment
Plan.
5. All conditions set forth in the Indenture (as defined in the Liberty Hills Public
Improvement District No. 2 Improvement Area #1 Construction, Funding, and Acquisition
Agreement) for the payment hereby requested have been satisfied.
A-2
6. The Developer agrees to cooperate with the City in conducting its review of the
requested payment, and agrees to provide additional information and documentation as is
reasonably necessary for the City to complete said review.
Payments requested hereunder shall be made as directed below:
a. X amount to Person or Account Y for Z goods or services.
b. Etc.
I hereby declare that the above representations and warranties are true and correct.
VC LIBERTY HILLS, LLC
By: _____________________________
Name: __________________________
Title: ___________________________
Date: ___________________________
A-3
APPROVAL OF REQUEST BY CITY
The City is in receipt of the attached Closing Disbursement Request. After reviewing the Closing
Disbursement Request, the City approves the Closing Disbursement Request and shall include said
payments in the City Certificate submitted to the Trustee directing payments to be made from the
Costs of Issuance Account of the Project Fund or the Improvement Area #1 Bond Improvement
Account of the Project Fund, as applicable, upon delivery of the Bonds. The City’s approval of
the Closing Disbursement Request shall not have the effect of estopping or preventing the City
from asserting claims under the Liberty Hills Public Improvement District No. 2 Improvement
Area #1 Construction, Funding and Acquisition Agreement, the Development Agreement, the
Service and Assessment Plan, any other agreement between the parties or that there is a defect in
an Improvement Area #1 Improvement.
CITY OF ANNA, TEXAS
By: ____________________
Name: ____________________
Title: ____________________
Date: ____________________
B-1
Exhibit B
CERTIFICATION FOR PAYMENT FORM – IMPROVEMENT AREA #1
IMPROVEMENTS
CERTIFICATION FOR PAYMENT NO. ______
The undersigned is a lawfully authorized representative for VC Liberty Hills, LLC (the
“Developer”) and requests payment from the Improvement Area #1 Bond Improvement Account
of the Project Fund from Regions Bank (the “Trustee”) in the amount of __________________
for labor, materials, fees, and/or other general costs related to the construction and installation of
the following Improvement Area #1 Improvements related to the Liberty Hills Public
Improvement District No. 2:
[insert specific Improvement Area #1 Improvement this request is for here]
Unless otherwise defined, any capitalized terms used herein shall have the meanings ascribed to
them in the Liberty Hills Public Improvement District No. 2 Improvement Area #1 Construction,
Funding, and Acquisition Agreement.
In connection with this Certification for Payment, the Developer represents and warrants to the
City as follows:
1. The undersigned is a duly authorized officer of the Developer, is qualified to
execute this Certification for Payment on behalf of the Developer, and is knowledgeable
as to the matters set forth herein.
2. The payment requested herein for the Improvement Area #1 Improvement(s) has
not been the subject of any prior payment request submitted for the same work to the City
or, if previously requested, no disbursement was made with respect thereto.
3. The itemized amounts listed for the Improvement Area #1 Improvement(s) below
are a true and accurate representation of the Actual Costs incurred by Developer with the
construction and installation of said Improvement Area #1 Improvement(s) identified
above, and such costs are (i) in compliance with the Liberty Hills Public Improvement
District No. 2 Improvement Area #1 Construction, Funding, and Acquisition Agreement,
and (ii) consistent with the Service and Assessment Plan.
4. The Developer is in compliance with the terms and provisions of the Liberty Hills
Public Improvement District No. 2 Improvement Area #1 Construction, Funding, and
Acquisition Agreement, the Development Agreement, and the Service and Assessment
Plan.
5. All conditions set forth in the Indenture for the payment hereby requested have been
satisfied.
B-2
6. The work with respect to the Improvement Area #1 Improvement(s) identified
above (or its completed segment, portion or segment) has been completed and the City has
inspected or may begin inspection of the Improvement Area #1 Improvement(s). If this
request for payment results in ninety percent (90%) or more of the Budgeted Costs for the
Improvement Area #1 Improvement(s) identified above being paid, then the work with
respect to the Improvement Area #1 Improvement(s) have been completed and the City has
inspected AND accepted the Improvement Area #1 Improvement(s).
7. The Developer agrees to cooperate with the City in conducting its review of the
requested payment, and agrees to provide additional information and documentation as is
reasonably necessary for the City to complete said review.
Payments requested are as follows:
Payee / Description
of Improvement
Area #1
Improvement
Total Cost of
Improvement Area
#1 Improvement
Budgeted Cost of
Improvement Area
#1 Improvement
Amount to be paid from
Improvement Area #1 Bond
Improvement Account of
the Project Fund
Attached hereto, are receipts, purchase orders, change orders, and similar instruments which
support and validate the above requested payments or Actual Costs incurred.
Pursuant to the Liberty Hills Public Improvement District No. 2 Improvement Area #1
Construction, Funding, and Acquisition Agreement, after receiving this Payment Request, the City
is authorized to inspect the Improvement Area #1 Improvement (or completed segment, portion or
segment) and confirm that said work has been completed in accordance with all applicable
governmental laws, rules, and Plans.
I hereby declare that the above representations and warranties are true and correct.
VC LIBERTY HILLS, LLC
By:_____________________________
Name: __________________________
Title: ___________________________
Date: ___________________________
B-3
APPROVAL OF REQUEST BY CITY
The City is in receipt of the attached Certification for Payment. After reviewing the Certification
for Payment, the City approves the Certification for Payment and shall include said payments in
the City Certificate submitted to the Trustee directing payments to be made from the appropriate
Project Fund account. The City’s approval of the Certification for Payment shall not have the
effect of estopping or preventing the City from asserting claims under the Liberty Hills Public
Improvement District No. 2 Improvement Area #1 Construction, Funding, and Acquisition
Agreement, the Development Agreement, the Service and Assessment Plan, any other agreement
between the parties or that there is a defect in the Improvement Area #1 Improvements.
CITY OF ANNA, TEXAS
By: ____________________
Name: ____________________
Title: ____________________
Date: ____________________
Item No. 7.g.
City Council Agenda
Staff Report
Meeting Date: 6/23/2026
Staff Contact: Joseph Cotton
AGENDA ITEM:
Acting as the Board of Directors for Tax Increment Reinvestment Zone Number Seven
(Liberty Hills), City of Anna, Texas; Consider/Discuss/Action on a Resolution
recommending approval of the final Reinvestment Zone Project Plan and Financing
Plan to the City Council. (Director of Public Works Joseph Cotton)
SUMMARY:
Resolution of the Board of Directors for Tax Increment Reinvestment Zone Number
Seven, City of Anna, Texas, recommending approval of the final Reinvestment Zone
Project Plan and Financing Plan to the City Council. This Resolution is related to the
issuance of the Liberty Hills PID No. 2 IA#1 bond levy.
FINANCIAL IMPACT:
There is no financial impact to the city related to this item.
BACKGROUND:
Liberty Hills Public Improvement District No. 2 Improvement Area #1 is located within
the Tax Increment Reinvestment Zone Number 7. The levy of the bonds for LH PID No.
2 IA #2 requires action from the TIRZ No. 7 Board.
STRATEGIC CONNECTIONS:
This item supports the City of Anna Strategic Plan, specifically advancing the strategic
outcome area: Unique.
Anna is designed to be unique as it transforms from a bedroom community to a
thriving city, with:
• Deliberate planning for the future
• A vision for innovative development and positive growth
• A variety of housing, jobs, and educational opportunities
ATTACHMENTS:
1. 2026-06-12_ANN_TIRZ #7_Res approving Final Plan_v1.0 + PFP
CITY OF ANNA, TEXAS
RESOLUTION NO. ___________
A RESOLUTION OF THE BOARD OF DIRECTORS FOR TAX
INCREMENT REINVESTMENT ZONE NUMBER SEVEN, CITY OF
ANNA, TEXAS RECOMMENDING APPROVAL OF THE FINAL
REINVESTMENT ZONE PROJECT AND FINANCING PLAN TO THE
CITY COUNCIL.
WHEREAS, the City of Anna, Texas (hereinafter referred to as the “City”), pursuant to
Chapter 311 of the Texas Tax Code, as amended (hereinafter referred to as the “Act”), may
designate a geographic area within the extraterritorial jurisdiction of the City as a tax increment
reinvestment zone if the area satisfies the requirements of the Act; and
WHEREAS, on December 9, 2025, the City Council of the City (the “City Council”)
opened a public hearing in accordance with Section 311.003(c) of the Act, and interested persons
were allowed to speak for or against the creation of the Zone, the boundaries of the Zone, and the
concept of tax increment financing, and owners of property in the proposed Zone were given a
reasonable opportunity to protest the inclusion of their property in the Zone; and
WHEREAS, after all comments and evidence, both written and oral, were received by the
City Council, the public hearing was closed on December 9, 2025; and
WHEREAS, on December 9, 2025, the City Council approved Ordinance No. 1181-2025-
12, establishing Tax Increment Reinvestment Zone Number Seven, City of Anna, Texas (the
“Zone”); and
WHEREAS, on June 23, 2026, the Board of Directors for Tax Increment Reinvestment
Zone Number Seven, City of Anna, Texas (the “Board”), met to consider and recommend to the
City Council of the City the Reinvestment Zone Number Seven, City of Anna, Texas Final Project
Plan and Financing Plan, a copy of which is attached hereto as Exhibit A (herein after referred to
as the “Final Project and Financing Plan”), should be adopted by City Council ordinance as the
reinvestment zone project plan and financing plan for the Zone in accordance with Section 311.011
of the Act.
NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS FOR
TAX INCREMENT REINVESTMENT ZONE NUMBER NINE, CITY OF ANNA, THAT:
SECTION 1. FINDINGS. Each and every one of the recitals, findings, and determinations
contained in the preamble to this Resolution is incorporated into the body of this Resolution as if fully
set forth herein and are hereby found and declared to be true and correct legislative findings and are
adopted as part of this Resolution for all purposes.
SECTION 2. SUFFICIENCY. The Final Project and Financing Plan has been prepared by
the Board and conforms with and satisfies all requirements set forth in Sections 311.011 of the Act.
1
Specifically, the final reinvestment zone project plan includes, but is not limited to, (1) a description
and map showing existing uses and conditions of real property in the Zone and proposed uses of
that property, (2) any proposed changes of zoning ordinances, the master plan of the municipality,
building codes, other municipal ordinances, and subdivision rules and regulations, if any, of the
county, (3) a list of estimated nonproject costs, and (4) a statement of a method of relocating
persons to be displaced, if any, as a result of implementing the plan. The final financing plan
includes, but is not limited to, (1) a detailed list describing the estimated project costs of the Zone,
including administrative expenses, (2) a statement listing the proposed kind, number, and location
of all public works or public improvements to be financed by the Zone, (3) a finding that the plan
is economically feasible and an economic study, (4) the estimated amount of bond indebtedness to
be incurred, (5) the estimated time when related costs or monetary obligations are to be incurred,
(6) a description of the methods of financing all estimated project costs and the expected sources
of revenue to finance or pay project costs, including the percentage of tax increment to be derived
from the property taxes of each taxing unit anticipated to contribute tax increment to the Zone that
levies taxes on real property in the Zone, (7) the current total appraised value of taxable real
property in the Zone, (8) the estimated captured appraised valued of the Zone during each year of
its existence, and (9) the duration of the Zone.
SECTION 3. FEASIBILITY. The Board finds that the Final Project and Financing Plan is
feasible.
SECTION 4. RECOMMENDING FINAL PROJECT AND FINANCING PLAN.
The Board hereby recommends to the City Council the Final Project and Financing Plan, a copy
of which is attached hereto as Exhibit A and is incorporated herein for all purposes. The Board
has prepared and adopted this Final Project and Financing Plan, and hereby recommend to the City
Council that they approve the Final Project and Financing Plan as the reinvestment zone project plan
and financing plan for the Zone.
SECTION 5. SEVERABILITY. If any section, article, paragraph, sentence, clause,
phrase or word in this Resolution, or the application thereto to any persons or circumstances, is held
invalid or unconstitutional by a Court of competent jurisdiction, such holding shall not affect the
validity of the remaining portions of this Resolution; and the Board hereby declares it would have
passed such remaining portions of this Resolution despite such invalidity, which remaining portions
shall remain in full force and effect.
SECTION 6. EFFECTIVE DATE. This Resolution shall become effective from and
after its date of passage in accordance with law.
[Signature Page to Follow]
PASSED AND APPROVED BY THE BOARD OF DIRECTORS FOR TAX INCREMENT
REINVESTMENT ZONE NUMBER SEVEN, CITY OF ANNA, THIS THE 23RD DAY OF
JUNE, 2026.
Board Chairman
ATTEST:
Carrie L. Land, City Secretary
Exhibit A
Final Reinvestment Zone Project Plan and Financing Plan
[The remainder of this page intentionally left blank.]
REINVESTMENT ZONE NUMBER SEVEN,
CITY OF ANNA, TEXAS
FINAL PROJECT AND FINANCE PLAN
JUNE 23, 2026
REINVESTMENT ZONE NUMBER SEVEN, CITY OF ANNA, TEXAS
FINAL PROJECT AND FINANCE PLAN 1
TABLE OF CONTENTS
Table of Contents .......................................................................................................................................... 1
Section 1: Definitions .................................................................................................................................... 2
Section 2: Introduction ................................................................................................................................. 5
Section 3: Description and Maps .................................................................................................................. 7
Section 4: Proposed Changes to Ordinances, Plans, Codes, Rules, and Regulations ................................... 7
Section 5: Relocation of Displaced Persons .................................................................................................. 7
Section 6: Estimated Non-Project Costs ....................................................................................................... 8
Section 7: Proposed Public Improvements ................................................................................................... 8
Section 8: Estimated Project Costs ............................................................................................................... 8
Section 9: Economic Feasibility ..................................................................................................................... 9
Section 10: Estimated Bonded Indebtedness ............................................................................................... 9
Section 11: Appraised Value ......................................................................................................................... 9
Section 12: Method of Financing ................................................................................................................ 10
Section 13: Duration of the Zone, Termination .......................................................................................... 11
List of Exhibits ............................................................................................................................................. 12
Exhibit A – Map of the Zone........................................................................................................................ 13
Exhibit B – Non-Project Costs ..................................................................................................................... 14
Exhibit C – Project Costs.............................................................................................................................. 15
Exhibit D – Estimated Timeline of Incurred Costs ....................................................................................... 16
Exhibit E - Feasibility Study ......................................................................................................................... 17
Exhibit F - Proposed Uses of the Property .................................................................................................. 18
Exhibit G – Maps of Public Improvements .................................................................................................. 19
Exhibit H – Parcel Identification ................................................................................................................. 24
REINVESTMENT ZONE NUMBER SEVEN, CITY OF ANNA, TEXAS
FINAL PROJECT AND FINANCE PLAN 2
SECTION 1: DEFINITIONS
Capitalized terms used in this Final Plan shall have the meanings given to them in Section I below
unless otherwise defined in this Final Plan or unless the context in which a term is used clearly
requires a different meaning. Unless otherwise defined, a reference to a “Section,” or an
“Exhibit,” shall be a reference to a Section of this Final Plan or an Exhibit or Appendix attached to
and made a part of this Final Plan for all purposes.
“Act” means Chapter 311, Texas Tax Code, Tax Increment Financing Act, as amended.
“Administrative Costs” means the actual, direct costs paid or incurred by or on behalf of the City
to administer the Zone, including planning, engineering, legal services, organizational costs,
publicizing costs, or implementations costs paid by or on behalf of the City that a re directly
related to the administration of the Zone.
“Appraisal District” means the Collin Central Appraisal District.
“Assessment(s)” means the special assessments levied on the Property pursuant to the PID Act
on a phase-by-phase basis, under one or more Assessment Ordinances adopted on a phase-by-
phase basis to reimburse the Developers on a phase-by-phase basis for a portion of the PID
Projects benefitting the applicable phase(s) as set forth in the Service and Assessment Plan, as
well as payment of Administrative Expenses and repayment of the PID Bonds and the costs
associated with the issuance of the PID Bonds.
“Board” means the Board of Directors for the Zone.
“Captured Appraised Value” means the new taxable value generated in addition to the Tax
Increment Base on a parcel-by-parcel basis for each year during the term of the Zone, as
calculated and confirmed annually by the Appraisal District.
“City” means the City of Anna, Texas.
“City Council” means the governing body of the City.
“City TIRZ Increment” means the portion of the City’s ad valorem tax increment equal to fifty
percent (50%) of the ad valorem real property taxes collected and received by the City on the
Captured Appraised Value in the Zone., as further described in Section 12.
“County” means Collin County, Texas.
“Creation Ordinance” means Ordinance No. 1181-2025-12 adopted by the City Council on
December 9, 2025, designating the creation of the Zone and the Board.
“Developer” means Liberty 800, LP. and its successors or assigns.
REINVESTMENT ZONE NUMBER SEVEN, CITY OF ANNA, TEXAS
FINAL PROJECT AND FINANCE PLAN 3
“Development Agreement” means that certain Liberty Hills Development Agreement between
the City and the Developer, effective as of May 14, 2024.
“Economic Development Agreement” means any future 380 economic development TIRZ
agreement to be entered into by the City, the Developer, and the Board detailing the economic
development grant to the Developer pursuant to Chapter 380, Texas Local Government Code.
“Economic Development Program” means the economic development program authorized by
the Economic Development Provision, which allows the TIRZ Board, subject to the approval of
the City Council, to establish and provide for the administration of one or more programs
necessary or convenient to implement and achieve the purposes of th e Final Plan, which
programs are for the public purposes of developing and diversifying the economy of the Zone
and developing business and commercial activity within the Zone, and may include programs to
make grants of any lawfully available money from the TIRZ No. 7 Fund, including activities that
benefit the Zone and stimulate business and commercial activity in the Zone.
“Economic Development Provision” means Section 311.010(h) of the Act, Chapter 380 of the
Texas Local Government Code, and Article III, Section 52-a, Texas Constitution, as amended.
“Feasibility Study” means the economic feasibility study as projected over the term of the Zone
and focused only on direct financial benefits of increased ad valorem tax revenue anticipated to
be generated by development within the Zone, as shown on Exhibit E.
“Final Plan” means this Reinvestment Zone Number Seven, City of Anna, Texas Final Project and
Finance Plan to be considered by the Board and City Council.
“Mixed Use Subzone” means any area within the Zone designated for mixed-use development,
which may include commercial, multi-family, retail or other similar uses as further defined in the
Development Agreement.
“Non-Project Costs” means those certain costs that will be spent to develop in the Zone, but will
not be financed by the Zone, and will be financed by private funds, as described in Section 6, and
shown on Exhibit B.
“PID Bonds” means debt issued by the Public Improvement District to finance all or a portion of
the Public Improvements, as further described in the Service and Assessment Plan.
“Public Improvement District (PID)” means the Liberty Hills Public Improvement District No. 1,
Liberty Hills Public Improvement District No. 2, and Liberty Hills Public Improvement District No.
3, which are located within the Property, created by City Council pursuant to the Development
Agreement.
REINVESTMENT ZONE NUMBER SEVEN, CITY OF ANNA, TEXAS
FINAL PROJECT AND FINANCE PLAN 4
“Preliminary Plan” means the Reinvestment Zone Number Seven, City of Anna, Texas Preliminary
Project and Finance Plan, as approved by the Creation Ordinance.
“Project Costs” means the total costs for projects in the Zone, including the actual costs of the
Public Improvements, and the Administrative Costs.
“Property” means 1,477.61 acres of land as depicted on Exhibit A and identified on Exhibit H.
“Public Improvements” means the proposed public improvements to be financed by the Zone
and the PID, which includes streets, water, sewer, drainage, landscaping, right-of-way, district
formation costs, & soft costs, and associated financing and interest costs as detailed on Exhibit C
and identified on Exhibit G.
“Service and Assessment Plan” means one or more PID Service and Assessment Plan to be
adopted by the City, and amended or updated from time to time, pursuant to the Development
Agreement.
“Single-Family Subzone” means any area within the Zone designated for single-family residential
development, which may include townhomes or other attached residential product, as further
defined in the Development Agreement.
“TIRZ Agreement” means any future TIRZ reimbursement agreement entered into between the
Developer, the Board, and the City.
“TIRZ Credit” means the TIRZ Annual Credit Amount designated towards the principal and
interest portion of the Annual Installment for the Assessed Property, as will be further defined
and described in the Service and Assessment Plan.
“Tax Increment Base” means total appraised value of taxable real property in the Zone at the
time of creation of the Zone, as calculated and certified by the Appraisal District.
“TIRZ No. 7 Fund” means the tax increment fund created by the City and segregated from all
other funds of the City.
“Zone” means Reinvestment Zone Number Seven, City of Anna, Texas, as depicted on Exhibit A,
and identified on Exhibit H.
REINVESTMENT ZONE NUMBER SEVEN, CITY OF ANNA, TEXAS
FINAL PROJECT AND FINANCE PLAN 5
SECTION 2: INTRODUCTION
2.1 Authority and Purpose
The City has the authority under the Act to designate a contiguous or noncontiguous geographic
area within the corporate limits or extraterritorial jurisdiction of the City as a tax increment
reinvestment zone to promote development or redevelopment of the area bec ause the City
Council determined that development or redevelopment would not occur solely through private
investment in the reasonably foreseeable future, that the Zone is economically feasible, and that
creation of the Zone is in the best interest of the City and the property in the Zone. The purpose
of the Zone is to facilitate such development or redevelopment by financing the costs of public
works, public improvements, programs, and other projects benefiting the Zone, plus other costs
incidental to those expenditures, all of which costs are authorized by the Act.
2.2 Eligibility Requirements
An area is eligible under the Act to be designated as a tax increment reinvestment zone if the
area:
1) substantially arrests or impairs the sound growth of the municipality designating the
Zone, retard the provision of housing accommodations, or constitutes an economic or
social liability and is a menace to the public health, safety, morals, or welfare in its present
condition; or
2) is predominantly open or undeveloped and, because of obsolete platting, deterioration
of structures or site improvements, or other factors, substantially impairs or arrests the
sound growth of the City; or
3) is in a federally assisted new community located in the City or in an area immediately
adjacent to a federally assisted new community; or
4) is in an area described in a petition requesting that the area be designated as a
reinvestment zone, if the petition is submitted to the governing body of the City by the
owners of property constituting at least fifty percent (50%) of the appraised value o f the
property in the area according to the most recent certified appraisal roll for the county in
which the area is located.
The City cannot, however, designate a zone if more than thirty percent (30%) of the property in
the proposed zone, excluding property that is publicly owned, is used for residential purposes , or
if the total appraised value of taxable real property in the proposed zone and in existing
reinvestment zones exceeds fifty percent (50%) of the total appraised value of taxable real
property in the City and in industrial districts created by the City.
REINVESTMENT ZONE NUMBER SEVEN, CITY OF ANNA, TEXAS
FINAL PROJECT AND FINANCE PLAN 6
2.3 The Zone
At the time the Creation Ordinance was approved, t he Property was predominantly open,
undeveloped or underdeveloped, and substantially impaired and arrested the sound growth of
the City. Due to its size, location, and physical characteristics development would not have
occurred solely through private investment in the foreseeable future. The Property lacked public
infrastructure and required economic incentive to attract development for the purpose of
providing long-term economic benefits including, but not limited to, increased real property tax
base for all taxing units in the Zone. If the Public Improvements are financed as contemplated by
this Final Plan, the City envisions that the Property will be developed to take full advantage of
the opportunity to bring to the City a quality development.
2.4 Preliminary Plan and Hearing
Before the City Council adopted the Creation Ordinance, the City Council prepared the
Preliminary Plan in accordance with the Act and held a public hearing on the creation of the Zone
and its benefits to the City and to the Property, at which public hearing interested persons were
given the opportunity to speak for and against the creation of the Zone, the boundaries of the
Zone and the concept of tax increment financing, and at which hearing the owners of the
Property were given a reasonable opportunity to protest the inclusion of their Property in the
Zone. The requirement of the Act for a preliminary reinvestment zone project and finance plan
was satisfied by the Preliminary Plan, the purpose of which was to describe, in general terms, the
Public Improvements that will be undertaken and financed by the Zone. A description of how
such Public Improvements and projects will be undertaken and financed shall be determined by
this Final Plan, which requires approval by the Board and City Council.
2.5 Creation of the Zone
Upon the closing of the above referenced public hearing, the City Council considered the Creation
Ordinance and the following findings:
1) that development or redevelopment of the Property would not occur solely through
private investment in the reasonably foreseeable future,
2) that the Zone was feasible,
3) that improvements in the Zone will significantly enhance the value of all the taxable real
property in the Zone and will be of general benefit to the City , and
4) that the Zone meets the eligibility requirements of the Act .
Among other provisions required by the Act, the Creation Ordinance appointed the Board.
REINVESTMENT ZONE NUMBER SEVEN, CITY OF ANNA, TEXAS
FINAL PROJECT AND FINANCE PLAN 7
2.6 Board Recommendations
After the creation of the Zone, the Board shall review this Final Plan and recommend its approval
to the City Council pursuant to which the City shall contribute the City TIRZ Increment into the
TIRZ No. 7 Fund, in accordance with this Final Plan, to pay a portion of the Project Costs benefiting
the Zone.
SECTION 3: DESCRIPTION AND MAPS
3.1 Existing Uses and Conditions
The Property is wholly located within the corporate limits and extraterritorial jurisdiction of the
City. The Property is primarily undeveloped or underdeveloped, and there is limited and
inadequate public infrastructure to support development. Development requires extensive
public infrastructure that: (1) the City could not provide, and (2) would not be provided solely
through private investment in the foreseeable future.
3.2 Proposed Uses
The Property is intended to be developed as a mixed-use development, consisting of residential,
retail, office, and commercial uses including open space and other public and private amenities,
as shown on Exhibit F.
3.3 Property Identification
The parcel identified on Exhibit H provide sufficient detail to identify with ordinary and
reasonable certainty the territory included in the Zone.
SECTION 4: PROPOSED CHANGES TO ORDINANCES, PLANS, CODES, RULES, AND
REGULATIONS
The Property within the Zone is wholly located within the corporate limits and extraterritorial
jurisdiction of the City and is subject to the City’s zoning regulation, or shall be upon annexation .
The City shall have exclusive jurisdiction over the subdivision and platting of the property within
the Property and the design, construction, installation, and inspection of water, sewer, drainage,
roadway, and other public infrastructure. No proposed changes to zoning ordinances,
comprehensive plan, building codes, subdivision rules, or other municipal ordinances are
planned.
SECTION 5: RELOCATION OF DISPLACED PERSONS
No person shall be displaced and in need of relocation due to the creation of the Zone or due to
the implementation of this Final Plan.
REINVESTMENT ZONE NUMBER SEVEN, CITY OF ANNA, TEXAS
FINAL PROJECT AND FINANCE PLAN 8
SECTION 6: ESTIMATED NON-PROJECT COSTS
Non-Project Costs are costs that will be spent to develop in the Zone but will not be financed by
the Zone and will be financed by private funds. The list of Non-Project Costs is shown on Exhibit
B and are estimated to be approximately $733,345,000.
SECTION 7: PROPOSED PUBLIC IMPROVEMENTS
7.1 Categories of Public Improvements
All Public Improvements shall be designed and constructed in accordance with all applicable City
standards and shall otherwise be inspected, approved, and accepted by the City. At the City ’s
option, the Public Improvements may be expanded to include any other category of
improvements authorized by the Act.
7.2 Locations of Public Improvements
The estimated locations of the proposed Public Improvements are detailed on Exhibit G. These
locations may be revised, with the approval of the City, from time to time without amending this
Final Plan.
SECTION 8: ESTIMATED PROJECT COSTS
8.1 Project Costs
The total costs are estimated to be $210,671,860, as detailed on Exhibit C. The costs of Public
Improvements are estimated to be $187,181,787, the Administrative Costs are estimated to be
$582,372, and the interest on PID Bonds is estimated to be $22,907,701. The cost of the Economic
Development Program is to be determined.
8.2 Administrative Costs
The Administrative Costs are estimated to be $10,000 in the first year and escalating at two
percent (2%) thereafter. The Administrative Costs shall be paid each year from the TIRZ No. 7
Fund before any other Project Costs are paid.
8.3 Estimated Timeline of Incurred Costs
The Administrative Costs will be incurred annually through the remaining duration of the Zone.
It is estimated the costs for constructing the Public Improvements will be incurred between 2026
and 2035, as shown on Exhibit D.
REINVESTMENT ZONE NUMBER SEVEN, CITY OF ANNA, TEXAS
FINAL PROJECT AND FINANCE PLAN 9
SECTION 9: ECONOMIC FEASIBILITY
The Feasibility Study, as shown on Exhibit E, focuses on only direct financial benefits (i.e. ad
valorem tax revenues from the development of Public Improvements in the Zone). Based on the
Feasibility Study, during the term of the Zone, new development (which would not have occurred
but for the Zone) will generate approximately $259,024,088 in total new real property tax
revenue, and the contributing taxing entities will retain $129,512,044.
The Feasibility Study shows the cumulative City TIRZ Increment is estimated to be $129,512,044,
which will be available to pay a portion of the Project Costs, until the term expires or is otherwise
terminated. The remainder of the new City real property tax revenue generated within the Zone
and retained by the City is estimated to be $129,512,044 over the remaining term.
One hundred percent (100%) of all taxing revenues generated for other taxing entities by the
new development within the Zone will be retained by the respective taxing entitie s, unless the
taxing entity participates in the Zone. Based on the foregoing, the feasibility of the Zone has been
demonstrated.
SECTION 10: ESTIMATED BONDED INDEBTEDNESS
No tax increment reinvestment zone bonds or public indebtedness by the City secured by the tax
increments pursuant to the Act, is contemplated .
SECTION 11: APPRAISED VALUE
11.1 Tax Increment Base
The Tax Increment Base is estimated to be $15,841,471 as of January 1, 2025, and shall be
confirmed by the Appraisal District.
11.2 Estimated Captured Appraised Value
It is estimated that upon expiration of the term of the Zone, the total Captured Appraised Value
of taxable real property in the Zone will be approximately $1,870,991,610 as shown on Exhibit E.
The actual Captured Appraised Value, as certified by the Appraisal District each year, will be used
to calculate annual payment by the City into the TIRZ No. 7 Fund pursuant to this Final Plan.
REINVESTMENT ZONE NUMBER SEVEN, CITY OF ANNA, TEXAS
FINAL PROJECT AND FINANCE PLAN 10
SECTION 12: METHOD OF FINANCING
12.1 TIRZ No. 7 Fund Contributions
This Final Plan shall obligate the City to deposit into the TIRZ No. 7 Fund each year the City TIRZ
Increment. For example, in FY 2026, the City’s ad valorem tax rate is $0.525073 per $100 of
taxable value, therefore the City would contribute $0.262537 per $100 of the Captured Appraised
Value in the Zone levied and collected, to the TIRZ No. 7 Fund.
12.2 Funding Mechanisms
The Public Improvements have been or shall be constructed pursuant to the Development
Agreement and are to be reimbursed in part by the City via the Public Improvement District, as
further defined and described in the Service and Assessment Plan. The Developer has paid, or
will in the future pay, those Public Improvements costs and caused or shall cause to be
constructed the Public Improvements. Pursuant to the Development Agreement, TIRZ No. 7
Funds shall be used to offset Assessments in the PID as further described in the Service and
Assessment Plan. Annually, the TIRZ Credit shall be transferred into the fund held by a trustee
pursuant to an indenture of trust, and which is used to repay an applicable series of bonds, as
further defined and described in the Service and Assessment Plan.
Pursuant to the Development Agreement, TIRZ No. 7 Fund revenues may be used to fund the
Economic Development Program on the Mixed Use Subzone, pursuant to an Economic
Development Agreement. Additionally, pursuant to the Development Agreement, any Public
Improvements not funded by the PID shall be eligible for reimbursement under the Economic
Development Program, pursuant to an Economic Development Agreement or TIRZ Agreement.
The Zone may be divided into one or more subzones for each phase of development, including
the establishment of Single-Family Subzones and Commercial Subzones, as applicable to the land
uses within each phase.
Deposits into the TIRZ No. 7 Fund or appropriate subaccount shall be used to pay the Project
Costs in the following order of priority:
1. For the reasonable Administrative Costs of the Zone; then
2. For the payment of the TIRZ Credit, if applicable, as further described in the
Service and Assessment Plan pursuant to the Development Agreement; then
3. Providing the Economic Development Program in accordance with the provisions
set forth in the Development Agreement and an Economic Development
Agreement, if applicable; then
REINVESTMENT ZONE NUMBER SEVEN, CITY OF ANNA, TEXAS
FINAL PROJECT AND FINANCE PLAN 11
4. To the extent there are TIRZ No. 7 Fund revenues remaining, any excess TIRZ No.
7 Fund revenue may be utilized in any other manner as authorized by the City
Council and allowed pursuant to the Act.
All payments of Project Costs shall be made solely from the TIRZ No. 7 Fund and from no other
funds of the City or County unless otherwise approved by the respective governing bodies. The
TIRZ No. 7 Fund shall only be used to pay the Project Costs in accordance with this Final Plan. The
City may amend this Final Plan in compliance with the Act, Development Agreement, Economic
Development Agreement, and TIRZ Agreement, including but not limited to what is considered a
Project Cost.
SECTION 13: DURATION OF THE ZONE, TERMINATION
13.1 Duration
The stated term of the Zone shall commence upon the execution of the Creation Ordinance and
shall continue until December 31, 2065, with the last payment being due by January 31, 2066,
unless otherwise terminated in accordance with the Creation Ordinance.
13.2 Termination
The Zone shall terminate on the earlier of (i) December 31, 2065, or (ii) at such time that the
obligations of the Zone, including all Project Costs, have been paid in full. If upon expiration of
the stated term of the Zone, the obligations of the Zone have not been fully funded by the TIRZ
No. 7 Fund, the City shall have no obligation to pay the shortfall and the term shall not be
extended. Nothing in this Section is intended to prevent the City from extending the term of the
Zone in accordance with the Act.
REINVESTMENT ZONE NUMBER SEVEN, CITY OF ANNA, TEXAS
FINAL PROJECT AND FINANCE PLAN 12
LIST OF EXHIBITS
Unless otherwise stated, all references to "Exhibits" contained in this Final Plan shall mean and
refer to the following exhibits, all of which are attached to and made a part of this Final Plan for
all purposes.
Exhibit A Map of the Zone
Exhibit B Non-Project Costs
Exhibit C Project Costs
Exhibit D Estimated Timeline of Incurred Costs
Exhibit E Feasibility Study
Exhibit F Proposed Uses of the Property
Exhibit G Maps of Public Improvements
Exhibit H Parcel Identification
REINVESTMENT ZONE NUMBER SEVEN, CITY OF ANNA, TEXAS
FINAL PROJECT AND FINANCE PLAN 13
EXHIBIT A – MAP OF THE ZONE
REINVESTMENT ZONE NUMBER SEVEN, CITY OF ANNA, TEXAS
FINAL PROJECT AND FINANCE PLAN 14
EXHIBIT B – NON-PROJECT COSTS
REINVESTMENT ZONE NUMBER SEVEN, CITY OF ANNA, TEXAS
FINAL PROJECT AND FINANCE PLAN 15
EXHIBIT C – PROJECT COSTS
Public Improvements[a]Cost[b]
Liberty Hills PID No. 2 Improvement Area #1 [c]
Streets 3,062,756$
Water 1,049,869$
Sewer 1,413,936$
Drainage 1,595,746$
Landscaping 657,282$
ROW Acquisition 1,500,000$
District Formation Costs 825,000$
Soft Costs 4,010,480$
Bond Issuance Costs 4,925,978$
Estimated Future Public Improvement Costs [d]168,140,741$
Public Improvements Subtotal 187,181,787$
Economic Development Program[e]TBD
Administrative Costs[f]582,372$
Interest on PID Bonds[g]22,907,701$
Total Project Costs 210,671,860$
Reinvestment Zone Number Seven,
City of Anna, Texas
Project Costs
[a] Pursuant to the Development Agreement, Public Improvements not
funded by the PID shall be eligible for reimbursement under the
Economic Development Program, per the Chapter 380 agreement, up
to the actual costs expended by the Developer in accordance with the
Development Agreement.
[b] Preliminary and subject to change.
[c] Per the Liberty Hills PID No. 2 Improvement Area #1 Engineer's
Report dated April 3, 2026.
[d] Estimated future Public Improvement Costs per Engineer's Report
attached as Exhibit E to the Development Agreement and are subject
to change.
[e] Pursuant to the Development Agreement, TIRZ No. 7 Fund
Revenues may be used to fund the Economic Development Program on
the Mixed Use Subzone, pursuant to the TIRZ Chapter 380 Agreement
and subject to the terms of the Development Agreement.
[f] Administrative expenses are estimated to be $10,000 in the first
year and escalated at 2% annually, but will not exceed actual costs.
[g] Includes interest accrued on the Liberty Hills PID No. 2
Improvement Area #1 PID Bonds, as provided in the applicable Service
and Assessment Plan and shall be updated upon issuance of future PID
Bonds.
Footnotes
REINVESTMENT ZONE NUMBER SEVEN, CITY OF ANNA, TEXAS
FINAL PROJECT AND FINANCE PLAN 16
EXHIBIT D – ESTIMATED TIMELINE OF INCURRED COSTS
REINVESTMENT ZONE NUMBER SEVEN, CITY OF ANNA, TEXAS
FINAL PROJECT AND FINANCE PLAN 17
EXHIBIT E - FEASIBILITY STUDY
REINVESTMENT ZONE NUMBER SEVEN, CITY OF ANNA, TEXAS
FINAL PROJECT AND FINANCE PLAN 18
EXHIBIT F - PROPOSED USES OF THE PROPERTY
REINVESTMENT ZONE NUMBER SEVEN, CITY OF ANNA, TEXAS
FINAL PROJECT AND FINANCE PLAN 19
EXHIBIT G – MAPS OF PUBLIC IMPROVEMENTS
REINVESTMENT ZONE NUMBER SEVEN, CITY OF ANNA, TEXAS
FINAL PROJECT AND FINANCE PLAN 20
REINVESTMENT ZONE NUMBER SEVEN, CITY OF ANNA, TEXAS
FINAL PROJECT AND FINANCE PLAN 21
REINVESTMENT ZONE NUMBER SEVEN, CITY OF ANNA, TEXAS
FINAL PROJECT AND FINANCE PLAN 22
REINVESTMENT ZONE NUMBER SEVEN, CITY OF ANNA, TEXAS
FINAL PROJECT AND FINANCE PLAN 23
REINVESTMENT ZONE NUMBER SEVEN, CITY OF ANNA, TEXAS
FINAL PROJECT AND FINANCE PLAN 24
EXHIBIT H – PARCEL IDENTIFICATION
Property ID
1000856
1001150
1001258
1010818
1011167
1011960
1012022
1012200
1012219
1013520
1013566
2121859
2531381
2531382
2531383
2711143
2785217
2797552
2832376
2834018
2878324
Property ID
2878334
2878384
2878545
2878601
2878603
2933199
2933200
2933791
2935014
2936646
2950979
2950989
2950990
2950991
2950992
2962411
2965018
2965019
2965021
2984001
Item No. 7.h.
City Council Agenda
Staff Report
Meeting Date: 6/23/2026
Staff Contact: Joseph Cotton
AGENDA ITEM:
Consider/Discuss/Action on an Ordinance of the City Council of the City of Anna, Texas,
approving a final Tax Increment Reinvestment Zone Project and Finance Plan for
Reinvestment Zone Number Seven (Liberty Hills), City of Anna, Texas; making certain
findings; providing a severability clause; and providing for an immediate effective date.
(Director of Public Works Joseph Cotton)
SUMMARY:
An Ordinance of the City Council of the City of Anna, Texas, approving a final Tax
Increment Reinvestment Zone (TIRZ) Project and Finance Plan for Reinvestment Zone
Number Seven, City of Anna, Texas; making certain findings; providing a severability
clause; and providing for an immediate effective date.
FINANCIAL IMPACT:
The item does not have any financial impact to the city.
BACKGROUND:
Liberty Hills Public Improvement District No. 2 Improvement Area #1 is located within
the Tax Increment Reinvestment Zone Number 7. The levy of the bonds for LH PID No.
2 IA #2 requires action from the TIRZ No. 7 Board.
STRATEGIC CONNECTIONS:
This item supports the City of Anna Strategic Plan, specifically advancing the strategic
outcome area: Unique.
Anna is designed to be unique as it transforms from a bedroom community to a
thriving city, with:
• Deliberate planning for the future
• A vision for innovative development and positive growth
• A variety of housing, jobs, and educational opportunities
ATTACHMENTS:
1. 2026-06-12_ANN_TIRZ #7_Ord approving Final Plan_v1.0 + PFP
1
CITY OF ANNA, TEXAS
ORDINANCE NO. ________________
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY
OF ANNA, TEXAS, APPROVING A FINAL TAX
INCREMENT REINVESTMENT ZONE PROJECT AND
FINANCE PLAN FOR REINVESTMENT ZONE NUMBER
SEVEN, CITY OF ANNA, TEXAS; MAKING CERTAIN
FINDINGS; PROVIDING A SEVERABILITY CLAUSE; AND
PROVIDING FOR AN IMMEDIATE EFFECTIVE DATE.
WHEREAS, on December 9, 2025, the City Council of the City of Anna, Texas (the "City
Council"), by the adoption of Ordinance No. 1181-2025-12, created Reinvestment Zone Number
Seven, City of Anna, Texas (the “Zone”) and approved the Reinvestment Zone Number Seven, City
of Anna, Texas, Preliminary Project and Finance (the “Preliminary Project and Finance Plan”);
and
WHEREAS, Section 311.011(d), Texas Tax Code, provides that the City Council must
approve a project plan and reinvestment zone finance plan after its adoption by the board of the
reinvestment zone; and
WHEREAS, on June 23, 2026, the Board of Directors of the Zone adopted the
Reinvestment Zone Number Seven, City of Anna, Texas, Final Project and Finance (the “Final
Project and Finance Plan”), a copy of which is attached hereto as Exhibit A, and submitted the
Final Project and Finance Plan to the City Council and recommended its approval; and
WHEREAS, pursuant to Section 311.011(d), Texas Tax Code, the City Council finds that
the Final Project and Finance Plan is feasible.
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY
OF ANNA, TEXAS:
SECTION 1. RECITALS. That the recitals, findings, and determinations contained in the
preamble to this Ordinance are incorporated into the body of this Ordinance as if fully set forth in this
Section and are hereby found and declared to be true and correct legislative findings and are adopted
as part of this Ordinance for all purposes.
SECTION 2. PROJECT AND FINANCE PLAN APPROVAL. That the City Council does
hereby approve the Final Project and Finance Plan, a copy of which is attached hereto as Exhibit
A and incorporated herein for all purposes.
SECTION 3. SEVERABILITY. That if any provision, section, subsection, sentence, clause or
phrase of this Ordinance, or the application of same to any person or set of circumstances, is for
any reason held to be invalid, the validity of the remaining provisions of this Ordinance or their
application to other persons or sets of circumstances shall not be affected thereby, it being the
2
intent of the City Council in adopting this Ordinance that no provision of this Ordinance shall
become inoperative because of the invalidity of another provision; and, therefore, all provisions of
this Ordinance are declared severable for that purpose.
SECTION 4. EFFECTIVE DATE. This Ordinance shall take effect immediately upon its
passage as provided by law.
PASSED AND APPROVED ON THIS 23rd DAY OF JUNE, 2026.
Mayor
ATTEST:
City Secretary
EFFECTIVE: ________________________
APPROVED AS TO FORM AND LEGALITY:
City Attorney
Exhibit A
Reinvestment Zone Number Seven, City of Anna, Texas
Final Project and Finance Plan
[The remainder of this page intentionally left blank.]
REINVESTMENT ZONE NUMBER SEVEN,
CITY OF ANNA, TEXAS
FINAL PROJECT AND FINANCE PLAN
JUNE 23, 2026
REINVESTMENT ZONE NUMBER SEVEN, CITY OF ANNA, TEXAS
FINAL PROJECT AND FINANCE PLAN 1
TABLE OF CONTENTS
Table of Contents .......................................................................................................................................... 1
Section 1: Definitions .................................................................................................................................... 2
Section 2: Introduction ................................................................................................................................. 5
Section 3: Description and Maps .................................................................................................................. 7
Section 4: Proposed Changes to Ordinances, Plans, Codes, Rules, and Regulations ................................... 7
Section 5: Relocation of Displaced Persons .................................................................................................. 7
Section 6: Estimated Non-Project Costs ....................................................................................................... 8
Section 7: Proposed Public Improvements ................................................................................................... 8
Section 8: Estimated Project Costs ............................................................................................................... 8
Section 9: Economic Feasibility ..................................................................................................................... 9
Section 10: Estimated Bonded Indebtedness ............................................................................................... 9
Section 11: Appraised Value ......................................................................................................................... 9
Section 12: Method of Financing ................................................................................................................ 10
Section 13: Duration of the Zone, Termination .......................................................................................... 11
List of Exhibits ............................................................................................................................................. 12
Exhibit A – Map of the Zone........................................................................................................................ 13
Exhibit B – Non-Project Costs ..................................................................................................................... 14
Exhibit C – Project Costs.............................................................................................................................. 15
Exhibit D – Estimated Timeline of Incurred Costs ....................................................................................... 16
Exhibit E - Feasibility Study ......................................................................................................................... 17
Exhibit F - Proposed Uses of the Property .................................................................................................. 18
Exhibit G – Maps of Public Improvements .................................................................................................. 19
Exhibit H – Parcel Identification ................................................................................................................. 24
REINVESTMENT ZONE NUMBER SEVEN, CITY OF ANNA, TEXAS
FINAL PROJECT AND FINANCE PLAN 2
SECTION 1: DEFINITIONS
Capitalized terms used in this Final Plan shall have the meanings given to them in Section I below
unless otherwise defined in this Final Plan or unless the context in which a term is used clearly
requires a different meaning. Unless otherwise defined, a reference to a “Section,” or an
“Exhibit,” shall be a reference to a Section of this Final Plan or an Exhibit or Appendix attached to
and made a part of this Final Plan for all purposes.
“Act” means Chapter 311, Texas Tax Code, Tax Increment Financing Act, as amended.
“Administrative Costs” means the actual, direct costs paid or incurred by or on behalf of the City
to administer the Zone, including planning, engineering, legal services, organizational costs,
publicizing costs, or implementations costs paid by or on behalf of the City that a re directly
related to the administration of the Zone.
“Appraisal District” means the Collin Central Appraisal District.
“Assessment(s)” means the special assessments levied on the Property pursuant to the PID Act
on a phase-by-phase basis, under one or more Assessment Ordinances adopted on a phase-by-
phase basis to reimburse the Developers on a phase-by-phase basis for a portion of the PID
Projects benefitting the applicable phase(s) as set forth in the Service and Assessment Plan, as
well as payment of Administrative Expenses and repayment of the PID Bonds and the costs
associated with the issuance of the PID Bonds.
“Board” means the Board of Directors for the Zone.
“Captured Appraised Value” means the new taxable value generated in addition to the Tax
Increment Base on a parcel-by-parcel basis for each year during the term of the Zone, as
calculated and confirmed annually by the Appraisal District.
“City” means the City of Anna, Texas.
“City Council” means the governing body of the City.
“City TIRZ Increment” means the portion of the City’s ad valorem tax increment equal to fifty
percent (50%) of the ad valorem real property taxes collected and received by the City on the
Captured Appraised Value in the Zone., as further described in Section 12.
“County” means Collin County, Texas.
“Creation Ordinance” means Ordinance No. 1181-2025-12 adopted by the City Council on
December 9, 2025, designating the creation of the Zone and the Board.
“Developer” means Liberty 800, LP. and its successors or assigns.
REINVESTMENT ZONE NUMBER SEVEN, CITY OF ANNA, TEXAS
FINAL PROJECT AND FINANCE PLAN 3
“Development Agreement” means that certain Liberty Hills Development Agreement between
the City and the Developer, effective as of May 14, 2024.
“Economic Development Agreement” means any future 380 economic development TIRZ
agreement to be entered into by the City, the Developer, and the Board detailing the economic
development grant to the Developer pursuant to Chapter 380, Texas Local Government Code.
“Economic Development Program” means the economic development program authorized by
the Economic Development Provision, which allows the TIRZ Board, subject to the approval of
the City Council, to establish and provide for the administration of one or more programs
necessary or convenient to implement and achieve the purposes of th e Final Plan, which
programs are for the public purposes of developing and diversifying the economy of the Zone
and developing business and commercial activity within the Zone, and may include programs to
make grants of any lawfully available money from the TIRZ No. 7 Fund, including activities that
benefit the Zone and stimulate business and commercial activity in the Zone.
“Economic Development Provision” means Section 311.010(h) of the Act, Chapter 380 of the
Texas Local Government Code, and Article III, Section 52-a, Texas Constitution, as amended.
“Feasibility Study” means the economic feasibility study as projected over the term of the Zone
and focused only on direct financial benefits of increased ad valorem tax revenue anticipated to
be generated by development within the Zone, as shown on Exhibit E.
“Final Plan” means this Reinvestment Zone Number Seven, City of Anna, Texas Final Project and
Finance Plan to be considered by the Board and City Council.
“Mixed Use Subzone” means any area within the Zone designated for mixed-use development,
which may include commercial, multi-family, retail or other similar uses as further defined in the
Development Agreement.
“Non-Project Costs” means those certain costs that will be spent to develop in the Zone, but will
not be financed by the Zone, and will be financed by private funds, as described in Section 6, and
shown on Exhibit B.
“PID Bonds” means debt issued by the Public Improvement District to finance all or a portion of
the Public Improvements, as further described in the Service and Assessment Plan.
“Public Improvement District (PID)” means the Liberty Hills Public Improvement District No. 1,
Liberty Hills Public Improvement District No. 2, and Liberty Hills Public Improvement District No.
3, which are located within the Property, created by City Council pursuant to the Development
Agreement.
REINVESTMENT ZONE NUMBER SEVEN, CITY OF ANNA, TEXAS
FINAL PROJECT AND FINANCE PLAN 4
“Preliminary Plan” means the Reinvestment Zone Number Seven, City of Anna, Texas Preliminary
Project and Finance Plan, as approved by the Creation Ordinance.
“Project Costs” means the total costs for projects in the Zone, including the actual costs of the
Public Improvements, and the Administrative Costs.
“Property” means 1,477.61 acres of land as depicted on Exhibit A and identified on Exhibit H.
“Public Improvements” means the proposed public improvements to be financed by the Zone
and the PID, which includes streets, water, sewer, drainage, landscaping, right-of-way, district
formation costs, & soft costs, and associated financing and interest costs as detailed on Exhibit C
and identified on Exhibit G.
“Service and Assessment Plan” means one or more PID Service and Assessment Plan to be
adopted by the City, and amended or updated from time to time, pursuant to the Development
Agreement.
“Single-Family Subzone” means any area within the Zone designated for single-family residential
development, which may include townhomes or other attached residential product, as further
defined in the Development Agreement.
“TIRZ Agreement” means any future TIRZ reimbursement agreement entered into between the
Developer, the Board, and the City.
“TIRZ Credit” means the TIRZ Annual Credit Amount designated towards the principal and
interest portion of the Annual Installment for the Assessed Property, as will be further defined
and described in the Service and Assessment Plan.
“Tax Increment Base” means total appraised value of taxable real property in the Zone at the
time of creation of the Zone, as calculated and certified by the Appraisal District.
“TIRZ No. 7 Fund” means the tax increment fund created by the City and segregated from all
other funds of the City.
“Zone” means Reinvestment Zone Number Seven, City of Anna, Texas, as depicted on Exhibit A,
and identified on Exhibit H.
REINVESTMENT ZONE NUMBER SEVEN, CITY OF ANNA, TEXAS
FINAL PROJECT AND FINANCE PLAN 5
SECTION 2: INTRODUCTION
2.1 Authority and Purpose
The City has the authority under the Act to designate a contiguous or noncontiguous geographic
area within the corporate limits or extraterritorial jurisdiction of the City as a tax increment
reinvestment zone to promote development or redevelopment of the area bec ause the City
Council determined that development or redevelopment would not occur solely through private
investment in the reasonably foreseeable future, that the Zone is economically feasible, and that
creation of the Zone is in the best interest of the City and the property in the Zone. The purpose
of the Zone is to facilitate such development or redevelopment by financing the costs of public
works, public improvements, programs, and other projects benefiting the Zone, plus other costs
incidental to those expenditures, all of which costs are authorized by the Act.
2.2 Eligibility Requirements
An area is eligible under the Act to be designated as a tax increment reinvestment zone if the
area:
1) substantially arrests or impairs the sound growth of the municipality designating the
Zone, retard the provision of housing accommodations, or constitutes an economic or
social liability and is a menace to the public health, safety, morals, or welfare in its present
condition; or
2) is predominantly open or undeveloped and, because of obsolete platting, deterioration
of structures or site improvements, or other factors, substantially impairs or arrests the
sound growth of the City; or
3) is in a federally assisted new community located in the City or in an area immediately
adjacent to a federally assisted new community; or
4) is in an area described in a petition requesting that the area be designated as a
reinvestment zone, if the petition is submitted to the governing body of the City by the
owners of property constituting at least fifty percent (50%) of the appraised value o f the
property in the area according to the most recent certified appraisal roll for the county in
which the area is located.
The City cannot, however, designate a zone if more than thirty percent (30%) of the property in
the proposed zone, excluding property that is publicly owned, is used for residential purposes , or
if the total appraised value of taxable real property in the proposed zone and in existing
reinvestment zones exceeds fifty percent (50%) of the total appraised value of taxable real
property in the City and in industrial districts created by the City.
REINVESTMENT ZONE NUMBER SEVEN, CITY OF ANNA, TEXAS
FINAL PROJECT AND FINANCE PLAN 6
2.3 The Zone
At the time the Creation Ordinance was approved, t he Property was predominantly open,
undeveloped or underdeveloped, and substantially impaired and arrested the sound growth of
the City. Due to its size, location, and physical characteristics development would not have
occurred solely through private investment in the foreseeable future. The Property lacked public
infrastructure and required economic incentive to attract development for the purpose of
providing long-term economic benefits including, but not limited to, increased real property tax
base for all taxing units in the Zone. If the Public Improvements are financed as contemplated by
this Final Plan, the City envisions that the Property will be developed to take full advantage of
the opportunity to bring to the City a quality development.
2.4 Preliminary Plan and Hearing
Before the City Council adopted the Creation Ordinance, the City Council prepared the
Preliminary Plan in accordance with the Act and held a public hearing on the creation of the Zone
and its benefits to the City and to the Property, at which public hearing interested persons were
given the opportunity to speak for and against the creation of the Zone, the boundaries of the
Zone and the concept of tax increment financing, and at which hearing the owners of the
Property were given a reasonable opportunity to protest the inclusion of their Property in the
Zone. The requirement of the Act for a preliminary reinvestment zone project and finance plan
was satisfied by the Preliminary Plan, the purpose of which was to describe, in general terms, the
Public Improvements that will be undertaken and financed by the Zone. A description of how
such Public Improvements and projects will be undertaken and financed shall be determined by
this Final Plan, which requires approval by the Board and City Council.
2.5 Creation of the Zone
Upon the closing of the above referenced public hearing, the City Council considered the Creation
Ordinance and the following findings:
1) that development or redevelopment of the Property would not occur solely through
private investment in the reasonably foreseeable future,
2) that the Zone was feasible,
3) that improvements in the Zone will significantly enhance the value of all the taxable real
property in the Zone and will be of general benefit to the City , and
4) that the Zone meets the eligibility requirements of the Act .
Among other provisions required by the Act, the Creation Ordinance appointed the Board.
REINVESTMENT ZONE NUMBER SEVEN, CITY OF ANNA, TEXAS
FINAL PROJECT AND FINANCE PLAN 7
2.6 Board Recommendations
After the creation of the Zone, the Board shall review this Final Plan and recommend its approval
to the City Council pursuant to which the City shall contribute the City TIRZ Increment into the
TIRZ No. 7 Fund, in accordance with this Final Plan, to pay a portion of the Project Costs benefiting
the Zone.
SECTION 3: DESCRIPTION AND MAPS
3.1 Existing Uses and Conditions
The Property is wholly located within the corporate limits and extraterritorial jurisdiction of the
City. The Property is primarily undeveloped or underdeveloped, and there is limited and
inadequate public infrastructure to support development. Development requires extensive
public infrastructure that: (1) the City could not provide, and (2) would not be provided solely
through private investment in the foreseeable future.
3.2 Proposed Uses
The Property is intended to be developed as a mixed-use development, consisting of residential,
retail, office, and commercial uses including open space and other public and private amenities,
as shown on Exhibit F.
3.3 Property Identification
The parcel identified on Exhibit H provide sufficient detail to identify with ordinary and
reasonable certainty the territory included in the Zone.
SECTION 4: PROPOSED CHANGES TO ORDINANCES, PLANS, CODES, RULES, AND
REGULATIONS
The Property within the Zone is wholly located within the corporate limits and extraterritorial
jurisdiction of the City and is subject to the City’s zoning regulation, or shall be upon annexation .
The City shall have exclusive jurisdiction over the subdivision and platting of the property within
the Property and the design, construction, installation, and inspection of water, sewer, drainage,
roadway, and other public infrastructure. No proposed changes to zoning ordinances,
comprehensive plan, building codes, subdivision rules, or other municipal ordinances are
planned.
SECTION 5: RELOCATION OF DISPLACED PERSONS
No person shall be displaced and in need of relocation due to the creation of the Zone or due to
the implementation of this Final Plan.
REINVESTMENT ZONE NUMBER SEVEN, CITY OF ANNA, TEXAS
FINAL PROJECT AND FINANCE PLAN 8
SECTION 6: ESTIMATED NON-PROJECT COSTS
Non-Project Costs are costs that will be spent to develop in the Zone but will not be financed by
the Zone and will be financed by private funds. The list of Non-Project Costs is shown on Exhibit
B and are estimated to be approximately $733,345,000.
SECTION 7: PROPOSED PUBLIC IMPROVEMENTS
7.1 Categories of Public Improvements
All Public Improvements shall be designed and constructed in accordance with all applicable City
standards and shall otherwise be inspected, approved, and accepted by the City. At the City ’s
option, the Public Improvements may be expanded to include any other category of
improvements authorized by the Act.
7.2 Locations of Public Improvements
The estimated locations of the proposed Public Improvements are detailed on Exhibit G. These
locations may be revised, with the approval of the City, from time to time without amending this
Final Plan.
SECTION 8: ESTIMATED PROJECT COSTS
8.1 Project Costs
The total costs are estimated to be $210,671,860, as detailed on Exhibit C. The costs of Public
Improvements are estimated to be $187,181,787, the Administrative Costs are estimated to be
$582,372, and the interest on PID Bonds is estimated to be $22,907,701. The cost of the Economic
Development Program is to be determined.
8.2 Administrative Costs
The Administrative Costs are estimated to be $10,000 in the first year and escalating at two
percent (2%) thereafter. The Administrative Costs shall be paid each year from the TIRZ No. 7
Fund before any other Project Costs are paid.
8.3 Estimated Timeline of Incurred Costs
The Administrative Costs will be incurred annually through the remaining duration of the Zone.
It is estimated the costs for constructing the Public Improvements will be incurred between 2026
and 2035, as shown on Exhibit D.
REINVESTMENT ZONE NUMBER SEVEN, CITY OF ANNA, TEXAS
FINAL PROJECT AND FINANCE PLAN 9
SECTION 9: ECONOMIC FEASIBILITY
The Feasibility Study, as shown on Exhibit E, focuses on only direct financial benefits (i.e. ad
valorem tax revenues from the development of Public Improvements in the Zone). Based on the
Feasibility Study, during the term of the Zone, new development (which would not have occurred
but for the Zone) will generate approximately $259,024,088 in total new real property tax
revenue, and the contributing taxing entities will retain $129,512,044.
The Feasibility Study shows the cumulative City TIRZ Increment is estimated to be $129,512,044,
which will be available to pay a portion of the Project Costs, until the term expires or is otherwise
terminated. The remainder of the new City real property tax revenue generated within the Zone
and retained by the City is estimated to be $129,512,044 over the remaining term.
One hundred percent (100%) of all taxing revenues generated for other taxing entities by the
new development within the Zone will be retained by the respective taxing entitie s, unless the
taxing entity participates in the Zone. Based on the foregoing, the feasibility of the Zone has been
demonstrated.
SECTION 10: ESTIMATED BONDED INDEBTEDNESS
No tax increment reinvestment zone bonds or public indebtedness by the City secured by the tax
increments pursuant to the Act, is contemplated .
SECTION 11: APPRAISED VALUE
11.1 Tax Increment Base
The Tax Increment Base is estimated to be $15,841,471 as of January 1, 2025, and shall be
confirmed by the Appraisal District.
11.2 Estimated Captured Appraised Value
It is estimated that upon expiration of the term of the Zone, the total Captured Appraised Value
of taxable real property in the Zone will be approximately $1,870,991,610 as shown on Exhibit E.
The actual Captured Appraised Value, as certified by the Appraisal District each year, will be used
to calculate annual payment by the City into the TIRZ No. 7 Fund pursuant to this Final Plan.
REINVESTMENT ZONE NUMBER SEVEN, CITY OF ANNA, TEXAS
FINAL PROJECT AND FINANCE PLAN 10
SECTION 12: METHOD OF FINANCING
12.1 TIRZ No. 7 Fund Contributions
This Final Plan shall obligate the City to deposit into the TIRZ No. 7 Fund each year the City TIRZ
Increment. For example, in FY 2026, the City’s ad valorem tax rate is $0.525073 per $100 of
taxable value, therefore the City would contribute $0.262537 per $100 of the Captured Appraised
Value in the Zone levied and collected, to the TIRZ No. 7 Fund.
12.2 Funding Mechanisms
The Public Improvements have been or shall be constructed pursuant to the Development
Agreement and are to be reimbursed in part by the City via the Public Improvement District, as
further defined and described in the Service and Assessment Plan. The Developer has paid, or
will in the future pay, those Public Improvements costs and caused or shall cause to be
constructed the Public Improvements. Pursuant to the Development Agreement, TIRZ No. 7
Funds shall be used to offset Assessments in the PID as further described in the Service and
Assessment Plan. Annually, the TIRZ Credit shall be transferred into the fund held by a trustee
pursuant to an indenture of trust, and which is used to repay an applicable series of bonds, as
further defined and described in the Service and Assessment Plan.
Pursuant to the Development Agreement, TIRZ No. 7 Fund revenues may be used to fund the
Economic Development Program on the Mixed Use Subzone, pursuant to an Economic
Development Agreement. Additionally, pursuant to the Development Agreement, any Public
Improvements not funded by the PID shall be eligible for reimbursement under the Economic
Development Program, pursuant to an Economic Development Agreement or TIRZ Agreement.
The Zone may be divided into one or more subzones for each phase of development, including
the establishment of Single-Family Subzones and Commercial Subzones, as applicable to the land
uses within each phase.
Deposits into the TIRZ No. 7 Fund or appropriate subaccount shall be used to pay the Project
Costs in the following order of priority:
1. For the reasonable Administrative Costs of the Zone; then
2. For the payment of the TIRZ Credit, if applicable, as further described in the
Service and Assessment Plan pursuant to the Development Agreement; then
3. Providing the Economic Development Program in accordance with the provisions
set forth in the Development Agreement and an Economic Development
Agreement, if applicable; then
REINVESTMENT ZONE NUMBER SEVEN, CITY OF ANNA, TEXAS
FINAL PROJECT AND FINANCE PLAN 11
4. To the extent there are TIRZ No. 7 Fund revenues remaining, any excess TIRZ No.
7 Fund revenue may be utilized in any other manner as authorized by the City
Council and allowed pursuant to the Act.
All payments of Project Costs shall be made solely from the TIRZ No. 7 Fund and from no other
funds of the City or County unless otherwise approved by the respective governing bodies. The
TIRZ No. 7 Fund shall only be used to pay the Project Costs in accordance with this Final Plan. The
City may amend this Final Plan in compliance with the Act, Development Agreement, Economic
Development Agreement, and TIRZ Agreement, including but not limited to what is considered a
Project Cost.
SECTION 13: DURATION OF THE ZONE, TERMINATION
13.1 Duration
The stated term of the Zone shall commence upon the execution of the Creation Ordinance and
shall continue until December 31, 2065, with the last payment being due by January 31, 2066,
unless otherwise terminated in accordance with the Creation Ordinance.
13.2 Termination
The Zone shall terminate on the earlier of (i) December 31, 2065, or (ii) at such time that the
obligations of the Zone, including all Project Costs, have been paid in full. If upon expiration of
the stated term of the Zone, the obligations of the Zone have not been fully funded by the TIRZ
No. 7 Fund, the City shall have no obligation to pay the shortfall and the term shall not be
extended. Nothing in this Section is intended to prevent the City from extending the term of the
Zone in accordance with the Act.
REINVESTMENT ZONE NUMBER SEVEN, CITY OF ANNA, TEXAS
FINAL PROJECT AND FINANCE PLAN 12
LIST OF EXHIBITS
Unless otherwise stated, all references to "Exhibits" contained in this Final Plan shall mean and
refer to the following exhibits, all of which are attached to and made a part of this Final Plan for
all purposes.
Exhibit A Map of the Zone
Exhibit B Non-Project Costs
Exhibit C Project Costs
Exhibit D Estimated Timeline of Incurred Costs
Exhibit E Feasibility Study
Exhibit F Proposed Uses of the Property
Exhibit G Maps of Public Improvements
Exhibit H Parcel Identification
REINVESTMENT ZONE NUMBER SEVEN, CITY OF ANNA, TEXAS
FINAL PROJECT AND FINANCE PLAN 13
EXHIBIT A – MAP OF THE ZONE
REINVESTMENT ZONE NUMBER SEVEN, CITY OF ANNA, TEXAS
FINAL PROJECT AND FINANCE PLAN 14
EXHIBIT B – NON-PROJECT COSTS
REINVESTMENT ZONE NUMBER SEVEN, CITY OF ANNA, TEXAS
FINAL PROJECT AND FINANCE PLAN 15
EXHIBIT C – PROJECT COSTS
Public Improvements[a]Cost[b]
Liberty Hills PID No. 2 Improvement Area #1 [c]
Streets 3,062,756$
Water 1,049,869$
Sewer 1,413,936$
Drainage 1,595,746$
Landscaping 657,282$
ROW Acquisition 1,500,000$
District Formation Costs 825,000$
Soft Costs 4,010,480$
Bond Issuance Costs 4,925,978$
Estimated Future Public Improvement Costs [d]168,140,741$
Public Improvements Subtotal 187,181,787$
Economic Development Program[e]TBD
Administrative Costs[f]582,372$
Interest on PID Bonds[g]22,907,701$
Total Project Costs 210,671,860$
Reinvestment Zone Number Seven,
City of Anna, Texas
Project Costs
[a] Pursuant to the Development Agreement, Public Improvements not
funded by the PID shall be eligible for reimbursement under the
Economic Development Program, per the Chapter 380 agreement, up
to the actual costs expended by the Developer in accordance with the
Development Agreement.
[b] Preliminary and subject to change.
[c] Per the Liberty Hills PID No. 2 Improvement Area #1 Engineer's
Report dated April 3, 2026.
[d] Estimated future Public Improvement Costs per Engineer's Report
attached as Exhibit E to the Development Agreement and are subject
to change.
[e] Pursuant to the Development Agreement, TIRZ No. 7 Fund
Revenues may be used to fund the Economic Development Program on
the Mixed Use Subzone, pursuant to the TIRZ Chapter 380 Agreement
and subject to the terms of the Development Agreement.
[f] Administrative expenses are estimated to be $10,000 in the first
year and escalated at 2% annually, but will not exceed actual costs.
[g] Includes interest accrued on the Liberty Hills PID No. 2
Improvement Area #1 PID Bonds, as provided in the applicable Service
and Assessment Plan and shall be updated upon issuance of future PID
Bonds.
Footnotes
REINVESTMENT ZONE NUMBER SEVEN, CITY OF ANNA, TEXAS
FINAL PROJECT AND FINANCE PLAN 16
EXHIBIT D – ESTIMATED TIMELINE OF INCURRED COSTS
REINVESTMENT ZONE NUMBER SEVEN, CITY OF ANNA, TEXAS
FINAL PROJECT AND FINANCE PLAN 17
EXHIBIT E - FEASIBILITY STUDY
REINVESTMENT ZONE NUMBER SEVEN, CITY OF ANNA, TEXAS
FINAL PROJECT AND FINANCE PLAN 18
EXHIBIT F - PROPOSED USES OF THE PROPERTY
REINVESTMENT ZONE NUMBER SEVEN, CITY OF ANNA, TEXAS
FINAL PROJECT AND FINANCE PLAN 19
EXHIBIT G – MAPS OF PUBLIC IMPROVEMENTS
REINVESTMENT ZONE NUMBER SEVEN, CITY OF ANNA, TEXAS
FINAL PROJECT AND FINANCE PLAN 20
REINVESTMENT ZONE NUMBER SEVEN, CITY OF ANNA, TEXAS
FINAL PROJECT AND FINANCE PLAN 21
REINVESTMENT ZONE NUMBER SEVEN, CITY OF ANNA, TEXAS
FINAL PROJECT AND FINANCE PLAN 22
REINVESTMENT ZONE NUMBER SEVEN, CITY OF ANNA, TEXAS
FINAL PROJECT AND FINANCE PLAN 23
REINVESTMENT ZONE NUMBER SEVEN, CITY OF ANNA, TEXAS
FINAL PROJECT AND FINANCE PLAN 24
EXHIBIT H – PARCEL IDENTIFICATION
Property ID
1000856
1001150
1001258
1010818
1011167
1011960
1012022
1012200
1012219
1013520
1013566
2121859
2531381
2531382
2531383
2711143
2785217
2797552
2832376
2834018
2878324
Property ID
2878334
2878384
2878545
2878601
2878603
2933199
2933200
2933791
2935014
2936646
2950979
2950989
2950990
2950991
2950992
2962411
2965018
2965019
2965021
2984001
Item No. 7.i.
City Council Agenda
Staff Report
Meeting Date: 6/23/2026
Staff Contact: Natasha Roach
AGENDA ITEM:
Acting as the Anna Public Facility Corporation, Consider/Discuss/Action on the appointment of
President of the Anna Public Facility Corporation; and, acting as the Anna Housing Finance
Corporation, Consider/Discuss/Action on the appointment of President of the Anna Housing Finance
Corporation.
SUMMARY:
With Council Member Carver’s term ending, the position of President of the Public Facilities
Corporation (PFC) and Housing Finance Corporation (HFC) is now vacant.
Since both Boards are comprised of City Council members, the Council must formally appoint a new
President to serve a three-year term (May 2026 – May 2029).
FINANCIAL IMPACT:
This item has no financial impact.
BACKGROUND:
The Anna Housing Finance Corporation (AHFC) was created in 2021 by the City of Anna and
operates pursuant to Chapter 394, Local Government Code, as amended. The AHFC plays a key
role in the financing of affordable rental housing developments in the City through the issuance of
tax-exempt private activity bonds that are typically also financed with the Low-Income Housing Tax
Credits (LIHTCs). The primary function of the AHFC is to issue single-family and multi-family bonds
for the financing of reasonably priced housing.
The Anna Public Facility Corporation (APFC) was created in 2021 by the City of Anna and
operates pursuant to Chapter 303, Local Government Code, for the purpose of assisting the City in
financing, refinancing, or providing public facilities. The APFC provides for the acquisition,
construction, rehabilitation, renovation, repair, and furnishing of public facilities in the City. The
APFC may also serve as an additional bond issuer to significantly expand its access to private
activity bond cap for financing affordable housing in the City of Anna.
STRATEGIC CONNECTIONS:
This item supports the City of Anna Strategic Plan, specifically advancing the strategic outcome
area: Excellent.
Anna is a high-performing City that implements best practices and pursues accreditation,
demonstrating its commitment to:
• Ethical and collaborative decision-making
• Continuous improvement and achieving measurable outcomes
• Ensuring a positive work environment for Council, staff, and neighbors
ATTACHMENTS:
Item No. 7.j.
City Council Agenda
Staff Report
Meeting Date: 6/23/2026
Staff Contact: Carrie Land
AGENDA ITEM:
Consider/Discuss/Action on appointments to Boards and Commissions.
SUMMARY:
Attached are the Boards and Commissions attendance reports for June 2026.
FINANCIAL IMPACT:
This item has no financial impact.
BACKGROUND:
This item was originally brought before Council at the June 9 Council Meeting.
STRATEGIC CONNECTIONS:
This item has no strategic connection.
ATTACHMENTS:
1. Res 2026-03-1904 Approving Rules of Procedure Governing Meetings and
Business of the City Council
2. Attendance Report - June 16, 2026
CITY OF ANNA, TEXAS
RESOLUTION NO. 2026-03-· Fl!l!:j
A RESOLUTION OF THE CITY OF ANNA, TEXAS APPROVING RULES
OF PROCEDURE GOVERNING CERTAIN ASPECTS OF CONDUCTING
MEETINGS AND BUSINESS OF THE CITY COUNCIL; REPEALLING IN
ENTIRETY RESOLUTIONS 2008-01-04 AND 2010-11-05.
WHEREAS, the City Council of the City of Anna, Texas ("City Council"), recognizes that
it is desirable for there to be a uniform set of rules of procedure for conducting meetings
of the City Council, and the business of the City Council in a sound and efficient manner.
NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
ANNA, TEXAS, THAT:
Section 1. The recital set forth above is incorporated herein for all purposes as if set
forth in full .
Section 2. The City Council hereby adopts the rules of procedure in Exhibit A
Section 3. All resolutions of the City in conflict with the provisions of this resolution
are repealed to the extent of that conflict.
PASSED AND APPROVED by the City Council of the City of Anna, Texas this the 24th
day of March 2026 .
EXHIBIT A
THE CITY OF
CITY COUNCIL
RULES OF ORDER AND PROCEDURE
Approved by Resolution No . __ on __
Page 11
This page left blank intentionally.
Page I 2
TABLE OF CONTENTS
1. AUTHORITY ............................................................................................... 5
1.1. CHARTER
1.2 . MAYOR TO ACT AS COUNCIL CEREMONIAL REPRESENTATIVE
1.3. COUNCIL MEMBER PARTICIPATION IN COMMUNITY ACTIVITES
1.4. COUNCIL MEMBER INTERACTIONS WITH MEDIA
1.5. COUNCIL MEMBER HANDLING OF REQUESTS AND COMPLAINTS
1.6. COUNCIL MEMBER APPOINTMENTS AND ASSIGNMENTS
1.7. REQUESTS FOR RESEARCH OR INFORMATION
1.8. APPROPRIATE ATTIRE AT PUBLIC MEETINGS
1.9 . CELL PHONE USE AT PUBLIC MEETINGS
2. COUNCIL MEETINGS .................................................................................. 6
2.1 . PRESIDING OFFICER
2 .2. ESTABLISHING THE CITY COUNCIL MEETING AGENDA
2 .3 . REGULAR MEETINGS
2.4. SPECIAL MEETINGS
2 .5 . ANNUAL STRATEGIC PLANNING SESSION
2.6. EMERGENCY MEETINGS
2 . 7 . EXECUTIVE SESSIONS
2.8. QUORUM
2 .9. NOTICE OF MEETINGS
2.1.1 MINUTES
3. RULES OF CONDUCT ................................................................................. 9
3 .1. GENERAL PROCEDURE
3.2. AUTHORITY OF THE PRESIDING OFFICER
3.3 . PRESIDING OFFICER TO FACILITATE COUNCIL MEETINGS
3.4 . OBTANING FLOOR , ORDER OF SPEAKERS , AND COUNCIL COMMENTS
3.5 . MOTIONS
3 .6. VOTING
3.7. NON-OBSERVANCE OF RULE
4. PUBLIC HEARINGS .................................................................................. 12
4 .1. GENERAL PROCEDURE
4 .2. PUBLIC DISCUSSION AT HEARINGS
4 .3 . CONTIUANCE OF HEARINGS
5. ADDRESSING THE CITY COUNCIL. ............................................................. 14
5 .1. RIGHT TO SPEAK
5.2 . PUBLIC COMMENTS ON AGENDA ITEMS
5.3 . PUBLIC COMMENT CARDS
5.4 . PUBLIC COMMENT PROCEDURES
5.5 . TIME LIMITS
Page I 3
5.6. REPETITIOUS COMMENTS PROHIBITED
5.7. MATERIALS AT CITY COUNCIL MEETINGS
5.8 . NO COUNCIL DELIBERATION
5.9. NON-EXCLUSIVE RULES
6. PROCEDURES ADMINISTRATION ................................................................ 17
6.1. BIENNIAL REVIEW OF CITY COUNCIL PROCEDURES
6 .2 . ADHERENCE TO PROCEDURES
6 .3. CITY ATTORNEY AS PROCEDURE ADVISOR
Page 14
1. AUTHORITY
1.1 CHARTER
The City of Anna Charter Section 3 .12 provides that the City Council shall determine its own rules
of order of business and procedures for meetings . These shall be in effect upon adoption by the
City Council and until such time as amended, suspended, or new rules are adopted in the manner
provided .
1.2 MAYOR TO ACT AS COUNCIL CEREMONIAL REPRESENTATIVE
The Mayor is designated as the City Council's ceremonial representative at public events and
functions. In the Mayor 's absence , the Mayor Pro Tern assumes responsibility. In the Mayor 's
and Mayor Pro Tern 's absence the Deputy Mayor Pro Tern assumes responsibility. In the absence
of the Mayor, Mayor Pro Tern and Deputy Mayor Pro Tern, the Mayor will select another Council
Member to assume responsibility.
1.3 COUNCIL MEMBER PARTICIPATION IN COMMUNITY ACTIVITIES
Council Members may, from time to time , choose to participate in community activities ,
committees , events and task forces . When participating in these types of activities , a Council
Member acts as an interested party, not on behalf of the City Council. Acting on beha lf of the City
Council is limited to instances in which the City Council has formally designated the Council
Member(s) as its representative . This section is intended to work in conjunction with the City
Ethics Policy.
1.4 COUNCIL MEMBER INTERACTIONS WITH MEDIA
If a City Council membe r is contacted by the media , they should refer the inquiry to the Public
Affairs Department. A suggested response is :
"/ am not the appropriate person to answer your questions . You can reach a city
spokesperson through our Public Affa irs Manager."
1.5 COUNCIL MEMBER HANDLING OF REQUESTS AND COMPLAINTS
If any member of City Council should receive a request for information or a complaint , such
request or complaint should be delivered to the City Manager. Nothing in this section prevents
Council Members from receiving information directly, provided no direction is given to staff
outside of Council-approved processes.
1.6 COUNCIL MEMBER APPOINTMENTS AND ASSIGNMENTS
Each calendar year following the General Election, the City Counc il confirms by majority vote
Council Member appointments to outside agencies , committees , task forces , boards and
commissions , and liaison appointments to City boards and commissions . Council Members
provide a link to represent the values , beliefs , and position of the City Council to these entities .
The representative will periodically report to the City Council on the activities of these
organizations.
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Council liaisons may attend , but are not required to attend , the meetings of the boards or
commissions to which they have been appointed as liaison. Board and commission members
may contact their Council liaison concerning items of concern or interest with regard to their
appointed board.
1.7 REQUESTS FOR RESEARCH OR INFORMATION
Council Members may request information or research from staff on a given topic only through
the City Manager. Requests for policy direction will be brought to the full City Council at a regular
meeting for consideration . All written materials will be copied to the full City Council. The City
Manager will determine if extensive staff time and resources are required to accomplish the
request. If so , the City Manager may present that request to the full City Council prior to
proceeding. Council Members may similarly request information from the City Attorney, City
Secretary, and Municipal Judge . If significant resources are required, the City Attorney, City
Secretary, or Municipal Judge will ask the City Manager to place the request on a City Council
agenda for approval prior to any action .
1.8 APPROPRIATE ATTIRE AT PUBLIC MEETINGS
During all public meetings of the City Council , members shall observe a neat and clean bus iness
casual dress code.
1.9 CELL PHONE USAGE AT MEETINGS
The use of cell phones is prohibited during work sessions , public meetings and closed executive
sessions.
2. COUNCIL MEETINGS
2.1 PRESIDING OFFICER
Consistent with Charter Section 3.04 , the Mayor shall be the presiding officer at all meetings of
the Council. The Presiding Officer shall vote on all matters coming before the Council unless
there is a conflict of interest pursuant to Chapter 171 of the Local Government Code requiring
recusal. The Presiding Officer shall have no power of veto.
The Presiding Officer shall have the authority to preserve order at all City Council meetings ,
enforce the rules of the City Council and determine the order of business under the rules adopted
by the City Council.
a. Mayor Pro Tern and Deputy Mayor Pro Tern
Pursuant to Charter Section 3.04 , the Council shall elect from among the Council
Members a Mayor Pro Tern and Deputy Mayor Pro Tern who shall temporarily perform the
duties of Mayor in case of the absence or inability of the Mayor to perform the duties of
office and shall for such time be vested with all powers belonging to the Mayor. In such
an event , the Mayor Pro Tern or Deputy Mayor Pro Tern does not assume the office of
Mayor, and no vacancy is created in the office of Mayor, Mayor Pro Tern or Deputy Mayor
Pro Tern.
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b. Absence of Mayor, Mayor Pro Tern or Deputy Mayor Pro Tern
In case of the absence of Mayor, Mayor Pro Tern, or Deputy Mayor Pro Tern at a Council
meeting , the remaining Council Members shall select from among themselves a presiding
officer for that meeting .
2.2 ESTABLISHING THE CITY COUNCIL MEETING AGENDA
Charter . Under the City of Anna Home-Rule Charter , the City Manager prepares the agenda for
City Council meetings . Charter Sec . 4 .01 (f)(5)
a. Request to add items.
A request by Council members to add an agenda item must:
(1) state the requested agenda item with a summary and relevant background ;
(2) have the written support of three Council members (e .g ., three Council members
or the Mayor and two Council members); and
(3) be submitted to the City Secretary at least 72 hours before the deadline to post
the meeting notice/agenda . The deadline for posting the meeting notice/agenda is
three business days before the scheduled date of the Council meeting.
b. Request to remove items.
A request by Council members to remove an agenda item must:
(1) state the agenda item to be removed ;
(2) have the written support of three Council members (e .g., three Council members
or the Mayor and two Council members); and
(3) be submitted to the City Secretary at least 12 hours before the deadline to post
the agenda.
NOTE : An agenda item cannot be removed if: (1) the item has been requested by
three Council members; or (2) the City Manager, in consultation with the City
Attorney , has determined that the item must be placed on the agenda in order to
timely comply with applicable laws or regulations
2.3 REGULAR MEETINGS
Consistent with Charter Section 3.08 all meetings of the City shall be held in the City Hall Council
Chambers , or any other location designated by the City Council , and at such times as prescribed
by ordinance . The City Council shall meet regularly at least twice each month unless cancelled
by the City Council. All meetings of the City Council shall be held in accordance with the Texas
Open Meetings Act.
The City Council may fix by ordinance the date and time of the regular meetings .
2.4 SPECIAL MEETINGS
Consistent with Charter Section 3.08 , special meetings may be called at any time by the Mayor
or majority of the City Council. The City Secretary shall post notice thereof as provided by State
law. Special meetings may be held at any location in the City, and such meetings shall be
conducted in accordance with State law.
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2.5 ANNUAL STRATEGIC PLANNING SESSION
For effective governance, the City Council may hold retreats annually to discuss the Strategic
Plan and Governance Guide. The strategic planning session shall be Counc il-driven, with equal
participation from all Counc il Members.
2.6 EMERGENCY MEETINGS
In case of emergency or urgent public necessity which shall be expressed in the notice of the
meeting, an emergency meeting may be called in accordance with the Texas Open Meetings Act.
For the purposes of this section , an emergency exists only if immediate action is required of a
governmental body because of:
a . an imminent threat to public health and safety, including a threat described by
Subdivision (2) if imminent ; or
b. a reasonably unforeseeable situation, including:
(1) fire , flood , earthquake , hurricane, tornado, or wind , rain, or snowstorm .
(2) power failure , transportation failure , or interruption of communication facilities .
(3) epidemic ; or
(4) riot, civil disturbance , enemy attack , or other actual or threatened act of
lawlessness or violence.
2.67 EXECUTIVE SESSIONS
The City Council may meet in a closed Executive Session in accordance with the Texas Open
Meetings Act , at any time during any meeting or any time otherwise authorized by State law, to
consider or discuss any matter that is authorized by State law to be discussed in closed Executive
Session . Council Members may not disclose the nature of discussion from a closed Executive
Session unless required by State law. Disclosure of discussion from a closed Executive Session
is a violation of the City's Code of Ethics.
2.8 QUORUM
Charter Section 3.09 states four of the seven-member City Council shall constitute a quorum to
do business and the affirmative vote of a majority of those present shall be necessary to adopt
any ordinance or resolution , except as required by City Charter or State law.
2.9 NOTICE OF MEETINGS
Notice of meetings and the agenda for all City Council meetings shall be posted by the City
Secretary on the City's official bulletin board and website pursuant to the requirements of the
Texas Open Meetings Act.
2.10 MINUTES
In accordance with the provisions of Charter Section 3.12 , action minutes of City Council meetings
will be kept. Action m inutes include final motions with votes; they are not required to include
discussion points or summaries . The minutes will also reflect the names of public speakers.
a. City Council Approval of Minutes
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Minutes of the meetings are generally submitted to the City Council at the next meeting,
but no later than the third regularly scheduled Council meeting . The Presiding Officer and
Council Members present shall be required to vote on the approval of the minutes, even
if absent at the meeting for which the minutes pertain.
b. Recording of Meetings
The City Secretary shall maintain video or digital records of proceedings for a minimum of
six months after approval by the City Council or for such other period as may be required
by law.
3. RULES OF CONDUCT
3.1 GENERAL PROCEDURE
These rules , consistent with the City Charter and any applicable City Ordinance, statute , or other
legal requirement, shall govern the proceedings of the City Council.
3.2 AUTHORITY OF THE PRESIDING OFFICER
Subject to appeal to the full City Council, the Presiding Officer shall have the authority to prevent
the misuse of motions, the abuse of any privilege, or the obstruction of business of the City Council
by ruling any such matter out of order. In so ruling, the Presiding Officer shall be courteous and
fair and should presume that the moving party is acting in good faith.
Any ruling of the Presiding Officer may be appealed immediately, and the appeal shall be decided
by a majority vote of the Council without debate .
Any member of the City Council may move to require enforcement of the rules , and upon approval
by a majority vote of the City Council, the Presiding Officer shall enforce such rules .
3.3 PRESIDING OFFICER TO FACILITATE COUNCIL MEETINGS
The Presiding Officer will assist the City Council in maintaining focus on agenda discussions and
deliberations and ensuring the efficiency of the meeting, in adherence to the Texas Open Meetings
Act.
3.4 OBTAINING THE FLOOR, ORDER OF SPEAKERS, AND COUNCIL COMMENTS
The Presiding Officer has been delegated the responsibility to control the debate , the order of
speakers, and to ensure each Council Member has an opportunity to speak .
a. Any member of the City Council wishing to speak must first obtain the floor by being
recognized by the Presiding Officer. The Presiding Officer must recognize any Council
Member who seeks the floor when appropriately entitled to do so . The Presiding
Officer shall recognize Council Members in a fair and impartial manner and may not
deny recognition to a Council Member entitled to speak .
b. Speakers will generally be called upon in the order of the request to speak . Deviation
from the order of requests shall be for efficiency only and may be appealed.
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c . With the concurrence of the Presiding Officer, any Council Member holding the floor
may address a question to another Council Member, and that Council Member may
respond while the floor is still held by the Council Member asking the question . A
Council Member may opt not to answer a question while another Council Member has
the floor.
d. Council Members will govern themselves as to the length of their comments and shall
be mindful of other Council Members ' right to speak . Council Members should avoid
repetitive comments and be concise .
e. Council Members will limit their comments to the subject matter, time, or motion being
currently considered by the City Council in adherence to the Texas Open Meetings
Act.
3.5 MOTIONS
Following Council discussion and public comments related to an agenda item that requires action ,
a motion may be made by any member of the City Council, including the Presiding Officer. Before
the Presiding Officer offers a motion , the opportunity for making a motion should be offered to
other members of the City Council. Any member of the City Council other than the person offering
the motion may second a motion .
a. Procedures of Motion
The following is the general procedure for making motions once discussion is concluded :
i. A Council Member who wishes to make a motion should do so through a verbal
request to the Presiding Officer.
ii. A Council Member who wishes to second should do so through a verbal request
to the Presiding Officer.
iii. Once the motion has been properly made and seconded, the Presiding Officer
shall open the matter for additional Council discussion offering the first opportunity
to the moving party and, thereafter, to any Council Member properly recognized by
the Presiding Officer.
iv. Once the matter has been fully discussed by Council Members and the Presiding
Officer calls for a vote, no further discussion will be allowed .
v . When a motion is on the floor and an amendment to the motion is offered , the
amendment to the motion should be acted upon prior to acting on the original
motion . No motion of a subject different from that under consideration shall be
admitted as an amendment. A motion to amend an amendment shall be in order,
but one to amend an amendment to an amendment shall not be in order. Action
shall be taken on the amended amendment motion prior to any other action to
further amend the original motion .
b. Examples of Motions
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The following motions are examples of poss ible motions . Council Members may word
motions in any common manner, provided such motions and the intended action are clear.
The Presiding Office r will confirm that each of the Council Members understand the motion
prior to call ing for a vote on the motion .
Motion to Approve or Deny
A motion to approve or deny is a proposal to take a specific action . The maker of the
motion may state "I make a motion to approve/deny Agenda Item# as presented " or may
state the recommended motion (under state law, certain motions require specific language
in which case staff will provide the specific motion in the packet with the specific language
that must be used), or such person may state the agenda caption although it is not
necessary.
Motion to Approve with Revisions
A motion to approve a specific action may include revisions recommended by a Board ,
City Attorney, another Council Member, or staff. The maker of the motion may state "I
make a motion to approve Agenda Item# with the following revision(s) ... " or state the
recommended motion or the agenda caption with the revision(s) included .
Withdrawal of Motion
A withdrawal of motion indicates a motion may be withdrawn or modified by the Council
Member who originally made the motion at any time prior to its passage . If a motion is
withdrawn , the Council Member who originally made the motion , or another Council
Member, may then make a new motion to be seconded by another Council Member.
Motion to Continue a Public Hearing
The City Council may cont inue a public hearing to a certain date , time and place certain
unless State law provides otherwise . The maker of the mot ion may state "I make a motion
to continue the public hearing to XXXX date at XXXX time at _____ location."
Motion to Refer or Postpone
The City Council may not be able to complete its discussion of an agenda item , may
require the City staff to provide further information, or require the matter to be reconsidered
by another applicable board. In such event, the City Council may postpone consideration
of the agenda item to a certain date , time , place or subsequent council meeting (for
example , until such time as City staff can provide the requested information,) or refer the
matter back to the applicable board to reconsider the agenda item .
3.6 VOTING
a. Abstention
i. In accordance with Charter Section 3.11, should any person on the C ity Council
choose , for any reason other than a conflict of interest, to abstain from voting on
any question before the City Council, that person 's vote is counted and recorded
as a negative vote in the official minutes of the meeting .
ii. If a Council Member abstains because of a legal conflict of interest , such member
is not counted as present for quorum purposes and is not deemed to be "voting '
for purposes of determin ing whether there has been a "major ity vote of those voting
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and present." If the remaining members present do not constitute a quorum of the
body, no vote may take place and the matte r must be postponed .
iii. When the Presiding Officer or a Council Member abstains because of a legal
conflict of interest, the Presiding Officer or such Council Member may be required
under applicable law to timely file an affidavit with the City Secretary stating the
nature and extent of the conflict prior to the discussion of the applicable agenda
item . The Presiding Officer, City Manager or City Secretary shall declare the
conflict before discussion proceeds . A Council Member with a legal conflict of
interest shall excuse themselves from the dais and meeting room for that portion
of the council meeting and may return once the Council has completed its
discussion and any action upon the applicable agenda item . [see Charter Sec .
3.1 OJ
b. Tie Votes
A tie vote results in a "take no action " outcome . In such an instance, any member of the
City Council may offer another motion for further consideration and action . If there is not
an affirmative vote on the second motion, the result is a "take no action " outcome . If the
matter involves an appeal and an affirmative vote does not occur, the previous decision
being appealed stands as decided by the decision-making person or body from wh ich the
appeal was taken , unless otherwise stated by law.
c. Charter or Statute Voting Requirements
Some actions taken by the City Council require more than a simple majority vote of the
Council members present for approval as may be required by City Ordinances , the charter,
or State law. City staff will inform City Council when such vote is required .
3. 7 NON-OBSERVANCE OF RULE
These rules are intended to expedite and facilitate the transaction of the business of the City
Council in an orderly fashion , shall be deemed to be procedural only, and the failure to strictly
observe any such rules shall not affect the validity of any action taken by the City Council. These
rules shall be interpreted to preserve Council deliberation and equal participation .
4. PUBLIC HEARINGS
4.1 GENERAL PROCEDURE
A public hearing is a statutory requirement prior to the consideration of certain items , such as
zoning changes and budget adoption . They are separate from public comment/right to speak ,
which is addressed in Section 5 of this policy. The City Council procedure for conducting Public
Hearings is generally as follows:
a. Staff presents its report .
b. Council Members may ask quest ions of staff.
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c. If applicable , the applicant or appellant then has the opportunity to make a presentation
and provide comments , testimony, and/or arguments . In the case of an appeal when
the appellant is different from the applicant , the appellant should be called upon first
to provide comments or testimony. Applicants or appellants must limit their
presentation to fifteen ( 15) minutes or less and the Presiding Officer has the authority
to further limit or extend the time allowed for the applicant or appellant's comments
when deemed necessary for efficiency or other reasonable factors such as complexity
of the item subject to the appeal to the City Council.
d . Council Members may ask questions of the applicant and/or appellant.
e. The Presiding Officer officially opens the Public Hearing .
f. Public input is received by City Council.
g. The Presiding Officer closes the Public Hearing .
h. The City Council deliberates t he issue.
i. If the City Council raises new issues through deliberation and seeks to take additional
public comments/testimony, the Publ ic Hearing must be reopened . At the conclusion
of the public testimony, the Public Hearing is again closed.
j . The City Council deliberates and takes action on the item .
k. The Presiding Officer announces the final decision/vote of the City Council.
4.2 PUBLIC DISCUSSION AT HEARINGS
When a matter for Public Hearing comes before the City Council , the Presiding Officer will open
the Public Hearing after the staff and applicant presentations. Upon opening the Public Hearing ,
and before any motion is adopted related to the merits of the issue to be heard, the Presiding
Officer shall inquire if there is any member of the public who desires to speak on the matter which
is to be heard or to present evidence regarding the matter. A public hearing , no matter what the
subject matter, is not a question-and-answer period . Speakers must address their comments to
the City Council. Council Members should not address members of the public individually or
answer/ask questions (other than the applicant or the applicant's representative) during a public
hearing . After all members of the public who requested to speak have spoken and the public
hearing is closed the City staff, Presiding Officer or Council Member may respond to any
questions or issues raised by members of the public . The Presiding Officer may also ask the
applicant to respond specifically to new issues or questions raised during the Public Hearing.
a. Public Member Request to Speak
Any person wishing to speak at a Public Hearing scheduled on the agenda shall complete
a Public Comment Card prior to the matter being reached and present it to the City
Secretary. Upon being recognized by the Presiding Officer, the person may speak or
present evidence relevant to the matter being heard . No person may speak without first
being recognized by the Presiding Officer.
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b. Time Limits
a. All persons wishing to speak on the matter shall be limited to three minutes each; provided,
however, that an applicant or appellant (or representative) is not limited to three minutes.
Applicants or appellants must limit their presentation to fifteen (15) minutes or less and
the Presiding Officer, has the authority to further limit or extend the time allowed for the
applicant or appellant's comments when deemed necessary for efficiency or other
reasonable factors such as complexi.ty of the item subject to appeal to the City Council.
The Presiding Officer has the authority to extend or limit any of the enumerated time
allocations based on the complexity of the item and the number of persons wishing to
speak on the item with consideration to equal time for all sides of the matter and efficiency
of the meeting subject to appeal to the City Council.
c. Materials for Public Record
i. Speakers during a public hearing are prohibited from using City systems to display
materials or information; provided, however, that applicants or appellees are
permitted to do so with advance coordination and as permitted by City staff.
Written materials may be provided to the City Council at the meeting. Ten copies
shall be provided to the City Secretary as the speaker approaches to speak .
Copies will be distributed to the City Council, City Manager and City Attorney
during the speaker's comments . One copy of all such materials presented will be
retained by the City Secretary 's Office as part of the record in accordance with the
requirements of State law.
ii. Petitions will only be acknowledged in accordance with the City Charter or State
law. Otherwise, petitions will be accepted with a Public Comment Card and noted
for the record .
d. Germane Comments
During the Public Hearing, no person will be permitted to speak about matters or present
evidence which is not germane to the matter being considered . A determination of
relevance shall be made by the Presiding Officer, but may be appealed to the City Council.
4.3 CONTINUANCE OF HEARINGS
Any Public Hearing being held by the City Council may, by motion, be continued to a subsequent
meeting with a certain date, time and place.
5. ADDRESSING THE CITY COUNCIL
Pursuant to Charter 3.12, all meetings of the City Council shall be open and public in accordance
with the Texas Open Meetings Act. The public shall have a reasonable opportunity to be heard
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at meetings of the City Council other than emergency meetings or closed executive sessions as
allowed by State law.
5.1 RIGHT TO SPEAK
Texas Government Code Section 551 .007 requires the City Council to allow the public to address
the City Council prior to acting on an item listed on the meeting agenda for action. The right of
the public to speak does not include items on the agenda listed for discussion only. However, the
public is invited to address the City Council regarding any item not on the agenda or discussion
only items during the Public Comment section of the meeting.
5.2 PUBLIC COMMENTS ON AGENDA ITEMS
The public comment portion of the City Council meeting is scheduled at the beginning of the
meeting to allow the public to address the City Council regarding an item listed on the agenda
that is not already scheduled for a Publ ic Hearing (or to discuss any matter not on the agenda).
Persons who will address the City Council regarding an agenda item listed for action other than
an item scheduled for a Public Hearing , shall be required to address the City Council during the
public comment portion of the City Council meeting . Sections 5.4 -5.9 below apply to such
speakers with the exception that Council members will deliberate on items listed on the agenda
when the item is discussed by City Council.
5.3 PUBLIC COMMENT CARDS
All speakers shall complete a Public Comment Card and submit it to the City Secretary prior to
the meeting .
Public Comment Cards may also be submitted by those who do not wish to speak but desire their
comments to be a part of the record . A person may indicate such person 's comments and support
or opposition for an agenda item on a Public Comment Card . A card submitted online will be
provided to the Presiding Officer, and acknowledged at the appropriate portion of the meeting .
Public comments will be referenced in the meeting minutes by including the speaker 's name and
subject title .
5.4 PUBLIC COMMENT PROCEDURES
The following procedures will guide comments by members of the public at City Council meetings :
a. When called upon , the speaker should come to the podium , state their name and city of
residence for the record , and if speaking for an organization or other group , identify the
group represented .
b. All remarks should be addressed to the City Council as a whole, not to individual members
or other presenters .
c . Questions , if any, should be directed at the Presiding Officer who will determine whether,
or in what manner, an answer will be provided . In no case shall questions be answered
during the speaker 's allotted time .
5.5 TIME LIMITS
a . Public comments shall be limited to three minutes each and may not be pooled or given
to another speaker. This applies to speakers during the Publ ic Comment section of the
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agenda , public hearings , and to comments made on agenda items with action. The time
limit does not apply to scheduled presenters, applicants, or appellants . Scheduled
presenters, applicants or appellants must limit their presentation to fifteen minutes or less
and the Presiding Officer has the authority to further limit or extend the time allowed for
the applicant or appellant 's comments when deemed necessary for efficiency or other
reasonable factors such as complexity of the item , subject to appeal to the City Council.
b. The Presiding Officer has the authority to extend or limit any of the time allocations based
on the complexity of the item/topic and the number of persons wishing to speak on the
item/topic with consideration to equal time for all sides of the matter and efficiency of the
meeting , subject to appeal to the City Council. All public comments on agenda items with
action will be heard after staff presentations and Council deliberat ion but prior to a motion
on the item as designated under the Public Comments on Agenda Items section .
5.6 REPETITIOUS COMMENTS PROHIBITED
A speaker shall not present the same or substantially the same items or arguments to the Council
repeatedly or be repetitious in presenting their oral comments .
In order to exped ite matters and to avoid repetitious presentations , any group of individuals
wishing to address the Council on the same subject matter, are encouraged to designate a
spokesperson to address the City Council. The Presiding Officer has the authority to extend or
limit the time allocation for a designated spokesperson .
5.7 MATERIALS AT CITY COUNCIL MEETINGS
i. Speakers during a public hearing are prohibited from displaying materials or
information . Written materials may be provided to the City Council at the meeting .
Ten copies shall be provided to the City Secretary as the speaker approaches to
speak . Copies will be distributed to the City Council , City Manager and City
Attorney during the speaker 's comments . One copy of all such materials
presented will be retained by the City Secretary 's Office as part of the record in
accordance with the requirements of State law.
5.8 NO COUNCIL DELIBERATION
Comments should be directed to the Presiding Officer and City Council.
a. Items not posted on the agenda.
i. The Texas Open Meetings Act prohibits the City Council from discussing or taking
action on items that are not posted on the agenda . At the discretion of the
Presid ing Officer, the City Manager, or designee may provide specific factual
information , rec ite an ex isting policy, refer the matter or speaker to a City staff
person , or schedule the item for discussion on a future agenda in response to the
public comments consistent with the Texas Open Meetings Act.
b. Items listed for action on the agenda.
1. A person who wants to speak and address the City Council regarding an item listed
on the agenda for action shall complete a Public Comment Card pr ior to the
Pagel16
commencement of the meeting and present it to the City Secretary. When the item
is reached on the agenda , the speaker will be recognized by the Presiding Officer.
c. Items listed for discussion only on the agenda.
i. A person who wants to speak and address the City Council regarding an item listed
on the agenda for discussion only shall complete a Public Comment Card prior to
the commencement of the meeting and present it to the City Secretary. The person
may speak during the Neighbor Comment section of the meeting after the speaker
is recognized by the Presiding Officer.
5.9 NON-EXCLUSIVE RULES
The rules set forth are not exclusive and do not limit the inherent power and general legal authority
of the City Council, or of its presiding officer, to govern the conduct of City Council meetings as
may be considered appropriate from time to time , or in particular circumstances, for purposes of
orderly and effective conduct of the affairs of the City, provided that such authority is exercised in
a manner consistent with these adopted rules and subject to appeal to the City Council.
All City Counc il meeting attendees shall observe the same rules of propriety, decorum and good
conduct applicable to members of the City Council. No shouting is allowed at any meeting.
Purposefully disrupting a public meeting is a violation of State law. Any person in violation may
be subject to removal from the meeting for disruptions or any security concerns .
6. PROCEDURES ADMINISTRATION
6.1 BIENNIAL REVIEW OF CITY COUNCIL PROCEDURES
The City Council will review and revise the City Council Rules of Order and Procedure as needed ,
and at a minimum of every two years.
6.2 ADHERENCE TO PROCEDURES
During City Council discussions, deliberations , and proceedings, the Presiding Officer has been
delegated the primary responsibility to ensure that the City Council , staff, and members of the
public adhere to the Council 's adopted procedures.
6.3 CITY ATTORNEY AS PROCEDURE ADVISOR
The City Attorney assists the Presiding Officer and City Council as a resource and as an advisor
for interpreting the City Council 's adopted rules and procedures.
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Date: June 16, 2026
To: Honorable Mayor and City Council
City Manager, Ronda Perez
From: Carrie L. Land, City Secretary
Re: Boards and Commissions Quarterly Attendance Report
Attached is the June 2026 quarterly attendance report for your review.
Please feel free to contact me with any questions.
Board of AdjustmentMember TOTALS
Edward A Culham
Robbie Sell
Matthew W Walker
Joseph A Denton
Travis Bates
David S Colgrove
Jeffry Petry
Jon Hendricks
Present:0.0%
Absent:0.0%
Excused:0.0%
* P = Present
* A = Absent
* E = Excused
Attendance Report June 2026
EDC/CDCMember Jan 08, 2026 Feb 05, 2026 Mar 05, 2026 Apr 02, 2026 May 07, 2026 Jun 04, 2026 TOTALS
Present:7 7 6 5 5 7 88.1%
Absent:0 0 1 2 2 0 11.9%
Excused:0 0 0 0 0 0 0.0%
* P = Present
* A = Absent
* E = Excused
Member Attendance Report - June 2026
Engagement and Inclusion Advisory Commission Member TOTALS
Jonan K Foster
Free R Russell-louiere
Akingbade Akifenwa
Theresa R King-bell
Susan Easaw
Travis Bates
Matthew W Walker
Present:0.0%
Absent:0.0%
Excused:0.0%
* P = Present
* A = Absent
* E = Excused
Member Attendance Report - June 2026
ParksMember Jan 20, 2026 Feb 17, 2026 Mar 16, 2026 Apr 20, 2026 May 18, 2026 Jun 15, 2026 TOTALS
Present:5 7 0 6 0 7 71.43%
Absent:2 0 0 1 0 0 28.57%
Excused:0 0 0 0 0 0 0.0%
* P = Present
* A = Absent
* E = Excused
Member Attendance Report - June 2026
P&ZMember Jan 05, 2026 Feb 02, 2026 Mar 02, 2026 Apr 06, 2026 May 04, 2026 Jun 01, 2026 TOTALS
Present:5 6 5 5 7 4 82.05%
Absent:2 0 0 1 0 0 7.69%
Excused:0 1 2 1 0 0 10.26%
* P = Present
* A = Absent
* E = Excused
Member Attendance Report - June 2026
Item No. 7.k.
City Council Agenda
Staff Report
Meeting Date: 6/23/2026
Staff Contact: Carrie Land
AGENDA ITEM:
Consider/Discuss/Action on Boards and Commissions liaisons.
SUMMARY:
Council Liaison's Responsibilities:
• Ensure the Board complies with deadlines & code provisions
• Encourage the Board to remain within the City's mission statement
• Ensure compliance with TOMA
• Only discuss items on the agenda
• Ensure compliance with attendance
• Report quarterly to the City Council on the actions of the board
• Share communications from the Council to the board concerning policy direction and
strategic goal aims
Current Liaisons are:
BOA - Elden Baker (Appointed in 2024)
EDC/CDC - Vacant (Stan Carver was the last Council-appointed liaison in 2025.)
NEIC – Manny Singh (Appointed in 2025)
Parks - Kevin Toten (Appointed in 2024)
P&Z - Kelly Patterson-Herndon (Appointed in 2024)
FINANCIAL IMPACT:
This item has no financial impact.
BACKGROUND:
Resolution 2026-03-1904
Each calendar year following the General Election, the City Council confirms by majority
vote Council Member appointments to outside agencies, committees, task forces,
Boards and Commissions, and liaison appointments to City Boards and Commissions.
Council Members provide a link to represent the City Council's values, beliefs, and
position to these entities. The representative will periodically report to the City Council
on the activities of these organizations.
Council liaisons may attend, but are not required to attend, the meetings of the boards
or commissions to which they have been appointed as liaisons. Board and commission
members may contact their Council liaison regarding items of concern or interest related
to their appointed board.
STRATEGIC CONNECTIONS:
This item has no strategic connection.
ATTACHMENTS:
Item No. 7.l.
City Council Agenda
Staff Report
Meeting Date: 6/23/2026
Staff Contact: Carrie Land
AGENDA ITEM:
Consider/Discuss/Action on appointments to the 2026 Boards and Commissions
Interview Committee.
SUMMARY:
In compliance with Resolution 2025-08-1818, the City Council is to appoint three
members to serve as the Boards and Commissions Interview Committee.
The Committee is charged with screening applications, conducting interviews, and
making recommendations for appointments to advisory boards and quasi-judicial
boards.
FINANCIAL IMPACT:
This item has no financial impact.
BACKGROUND:
At the September 9, 2025, City Council meeting, the Council appointed: Kelly Herndon,
Manny Singh, and Elden Baker to the Interview Committee.
STRATEGIC CONNECTIONS:
This item has no strategic connection.
ATTACHMENTS:
1. Res 2025-08-1818 Creating a Board Appointment Policy
Item No. 7.m.
City Council Agenda
Staff Report
Meeting Date: 6/23/2026
Staff Contact: Carrie Land
AGENDA ITEM:
Consider/Discuss/Action on the appointment of Mayor Pro Tem and Deputy Mayor Pro
Tem.
SUMMARY:
Pursuant to the conditions provided for in the City Charter, SECTION 3.04 (b) and (c), it
is required that the City Council appoint the positions of Mayor Pro Tem and Deputy
Mayor Pro Tem, respectively, at the first regular meeting after an election of a new
council member.
SECTION 3.04 Mayor, Mayor Pro-Tem, and Deputy Mayor Pro-Tem
(b) The Mayor Pro-Tem is a Council Member elected by the City Council at the first
regular meeting after each election of Council Members and/or Mayor. The Mayor Pro-
Tem must act as Mayor during the disability or absence of the Mayor, and in this
capacity has the rights conferred upon the Mayor.
(c) The Deputy Mayor Pro-Tem is a Council Member elected by the City Council at the
first regular meeting after each election of Council Members and/or Mayor. The Deputy
Mayor Pro-Tem must act as Mayor during the disability or absence of the Mayor and
Mayor Pro-Tem, and in this capacity has the rights conferred upon the Mayor.
FINANCIAL IMPACT:
This item has no financial impact.
BACKGROUND:
Staff recommends a motion be made to appoint the selected Council members to the
positions of Mayor Pro Tem and Deputy Mayor Pro Tem, respectively.
Additionally, it is suggested that the Council will assign the seating arrangements for the
dais once Council resumes meeting on the dais. No formal action is required to
effectuate the seating plan, but a general consensus would be suggested.
STRATEGIC CONNECTIONS:
This item supports the City of Anna Strategic Plan, specifically advancing the strategic
outcome area: Excellent.
Anna is a high-performing City that implements best practices and pursues
accreditation, demonstrating its commitment to:
• Ethical and collaborative decision-making
• Continuous improvement and achieving measurable outcomes
• Ensuring a positive work environment for Council, staff, and neighbors.
ATTACHMENTS: