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HomeMy WebLinkAboutRes 2020-11-813A The Woods at Lindsey Place Subdivision Improvement Agreement20210225000374510 02/25/202103:19:18 PM AG 1/37 THE WOODS AT LINDSEY PLACE SUBDIVISION IMPROVEMENT AGREEMENT This The Woods at Lindsey Place Subdivision Improvement Agreement (this "Aareement") is entered into by and between the CITY OF ANNA, a home -rule municipality in Collin County, Texas (the "City"), and D.R. HORTON — TEXAS, LTD., a Texas limited partnership ("Developer"), to be effective on the Effective Date. SECTION I RECITALS WHEREAS, certain terms used in these recitals are defined in Section 2; and WHEREAS, the City is a home -rule municipality of the State of Texas located within Collin County; and WHEREAS, Developer and the City are sometimes collectively referenced in this Agreement as (the "Parties,") or each individually as ("P"); and WHEREAS, as of the date of execution of this Agreement, Developer does not own the approximately 275.00 acres of real property located in the City, described by metes and bounds in 1xbibit A (the "Pro e "), but is currently under contract to purchase the Property pursuant to that certain Contract of Sale dated as of July 2, 2020 (as amended, the "Underlying Contract") with LHJH PROPERTIES, LTD., a Texas limited partnership and LHJH MANAGEMENT COMPANY, LLC, a Texas limited liability company, collectively as the seller; and WHEREAS, the Property is zoned as PD 881-2020 and shall be developed in accordance with said zoning; and WHEREAS, Developer desires to proceed with development of the Property to be known as The Woods at Lindsey Place, as generally described and/or generally illustrated on the Preliminary Plat shown in Exhibit B (the "Preliminary Plat'), which Development collectively totals approximately 951 single family lots and 600 multifamily units; and WHEREAS, the Parties intend that the Property be developed in accordance with Preliminary Plat and the Development Standards agreed to under this Agreement; and WHEREAS, Developer desires and intends to design, construct and install and/or mare financial contributions to certain Public Improvements to serve the Development; and WHEREAS, the Parties intend for the design, construction, and installation of the Public Improvements to be completed by Developer and dedicated to the City for use and maintenance, subject to approval of the plans and inspection and acceptance of the Public Improvements in accordance with this Agreement and the City Regulations; and WHEREAS, Developer has estimated that the costs of the Public Improvements to serve the Property are as set forth as to said Public Improvements in the amounts shown in the Opinion of Probable Cost in Exhibit C and that said total cost is approximately $31,445,132.00; and THE WOODS AT LINDSEY PLACE SUBDIVISION IMPROVEMENT AGREEMENT PAGE I 27764001 v.4 WHEREAS, Developer shall be solely responsible for the funding and construction of all of the Public Improvements required to serve the Property except as expressly set forth in this Agreement; and WHEREAS, the Public Improvements include public water, sanitary sewer, and roadway improvements that will serve the Property and other areas not owned by Developer; and WHEREAS, subject to the terms and conditions of this Agreement, Developer is willing to construct said improvements, including certain public water, sanitary sewer, and roadway improvements that will serve the Property and provide for additional capacity in excess of what is necessary to serve the Property (the "Oversized Capacity); and WHEREAS, Developer has estimated that the costs necessary to complete the Oversized Capacity are as set forth in the amounts shown in the Infrastructure — Opinion of Probable Construction Cost in Exhibit D and that said total cost is approximately $8,459,774.38; and WHEREAS, subject to the terms and conditions of this Agreement, Developer shall be obligated to complete and construct improvements including public water, sanitary sewer, and roadway infrastructure as set forth in Exhibit E and in accordance with the City Development Standards, this Agreement, and other required approvals; and WHEREAS, the City desires to share in the cost of the improvements up to a maximum not -to -exceed amount of $8,459,774.38, representing the approximate amount of the cost of construction required to provide for the Oversized Capacity; and WHEREAS, Developer understands and acknowledges that the obligations undertaken under this Agreement are primarily for the benefit of the Property; and WHEREAS, Developer understands and acknowledges that the Public Improvements to be constructed by Developer and dedicated to the City under this Agreement will benefit the Development by positively contributing to the enhanced nature of the Development, increasing property values within the Property, and encouraging investment and ultimate development of the Property; and WHEREAS, Developer understands and acknowledges that its acceptance of this Agreement is not an exaction or a concession demanded by the City; rather, it is an undertaking of Developer's voluntary design to ensure consistency, quality, and adequate public improvements that will benefit the Development and the Property, including without limitation Developer's agreement to adhere to the Development Standards; and WHEREAS, the City and Developer understand and acknowledge that the construction of the Public Improvements and related purchasing and contracting under this Agreement are exempt from the competitive sealed bidding procedures of Chapter 252 of the Texas Local Government Code; and WHEREAS, the City recognizes the positive impact the Public Improvements will bring to the City and that said improvements will promote state and local economic development, stimulate business and commercial activity in the City for the development and diversification of THE WOODS AT LINDSEY PLACE SUBDIVISION IMPROVEMENT AGREEMENT PAGE 2 2776400Iv.4 the economy of the state, promote the development and expansion of commerce in the state, and reduce unemployment or underemployment in the state and that this agreement is a program under Chapter 380 of the Texas Local Government Code; and WHEREAS, nothing contained in this Agreement shall be construed as creating a contractual obligation that controls, waives, or supplants the City Council's legislative discretion or functions; and WHEREAS, unless expressly set forth to the contrary in this Agreement, the Parties intend this Agreement to supersede City Regulations only to the extent that City Regulations directly conflict with the terms of this Agreement. NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties hereby agree as follows: SECTION 2 DEFINITIONS Certain terms used in this Agreement are defined in this Section 2. Other terms used in this Agreement are defined in the recitals or in other sections of this Agreement. Unless the context requires otherwise, the following terms shall have the meanings hereinafter set forth: Agrggpteli.t means this The Woods at Lindsey Place Subdivision Improvement Agreement. CII' Facilities -means the water, sanitary sewer, and roadway infrastructure facilities listed in Section 3.3(a). City means the City of Anna, a home -rule municipality located in Collin County, Texas. City Code means The Anna City Code of Ordinances. City Council means the governing body of the City. CityManager means the current or acting City Manager of the City of Anna or a person designated to act on behalf of that individual if the designation is in writing and signed by the current or acting City Manager. City. Regulations means the City's applicable development regulations in effect on the Effective Date, including without limitation City Code provisions, ordinances (including without limitation park dedication fees), design standards (including without limitation pavement thickness), and other policies duly adopted by the City; provided, however, that as it relates to Public Infrastructure for any given phase, the applicable construction standards (including without limitation uniform building codes) shall be those that the City has duly adopted at the time of the filing of an application for a preliminary plat for that phase unless construction of said phase has not commenced within two (2) years of approval of such preliminary plat in which case the construction standards shall be those that the City has duly adopted at the time that construction THE WOODS AT LINDSEY PLACE SUBDIVISION IMPROVEMENT AGREEMENT PAGE 3 27764001v.4 Developer means the entity(ies) responsible for developing the Property in accordance with this Agreement. Development. means The Woods at Lindsey Place subdivision on the Property that is the subject of this Agreement. Development Standards mean the design specifications and construction standards permitted or imposed under the City Regulations and, as relates to construction of structures, those standards set forth in that certain Development Agreement approved by the City Council of the City of Anna, Texas by Resolution 2020-11-813A and attached hereto as Exhibit F. Effective Date means the effective date of this Agreement, which shall be the date upon which all parties have fully executed and delivered this Agreement. Impact Fees means water impact fees, sanitary sewer impact fees, and roadway impact fees as pertains to the Development that are actually collected by the City. Mayor means the Mayor of the City of Anna. Notice means any notice required or contemplated by this Agreement (or otherwise given in connection with this Agreement). Preliminary flat means the preliminary plat as approved by the City Council for the development of the Property as depicted on Exhibit B. Public Improvements mean the improvements listed in Exhibit D and depicted in Exhibit E and all other improvements that will be dedicated to and maintained by the City and all other on- and off-site public water, sewer, drainage, and roadway facilities, along with other public improvements, such as dedicated landscaping and screening, to be constructed by Developer. Public Infrastructure means all water, wastewater/sewer, detention and drainage, roadway, park and trail, and other infrastructure necessary to serve the full development of the Property and/or to be constructed and dedicated to the City under this Agreement as listed in Exhibit C. The term includes the Public Improvements. Real Property Records of Collin County means the official land recordings of the Collin County Clerk's Office. SECTION 3 PUBLIC IMPROVEMENTS 3.1 Construction Ownership and Transfer of Public Improvements. (a) Contract Specifications. Developer's engineers shall prepare, or cause the preparation of, and provide the City with, contract specifications and necessary related documents for the Public Improvements. THE WOODS AT LINDSEY PLACE SUBDIVISION IMPROVEMENT AGREEMENT PAGE4 27764001v.4 (b) Construction Standards, Inspections and Fees. Except as otherwise expressly set forth in this Agreement, the Public Improvements shall be constructed and inspected, and all applicable fees, including but not limited to Impact Fees (subject to the terms hereof and any applicable credits or reimbursements), permit fees, and inspection fees, shall be paid by Developer, in accordance with this Agreement, the City Regulations, and the regulations of any other governing body or entity with jurisdiction over the Public Improvements. (c) Contract Letting. The Parties understand that this Agreement and construction of the Public Improvements are legally exempt from competitive bidding requirements. Developer's engineers shall prepare, or cause the preparation of, and provide to the City all contract specifications and necessary related documents, including the contract proposal showing the negotiated total contract price and scope of work, for the construction of any portion of the Public Improvements that have not been awarded. (d) Ownerships All of the Public Improvements and Public Infrastructure shall be owned by the City upon acceptance of them by the City. Developer agrees to take any action reasonably required by the City to transfer, convey, or otherwise dedicate or ensure the dedication of land, right-of-way, or easements for the Public Improvements and Public Infrastructure to the City. 3.2 Operation and Maintenance. (a) Upon inspection, approval, and acceptance of the Public Improvements or any portion thereof, the City shall maintain and operate the accepted public infrastructure and provide retail water and sewer service to the Property. (b) Upon inspection, approval, and acceptance of public roadway improvements or any portion thereof required under this Agreement, the City shall maintain and operate the public roadways and related drainage improvements. (c) Within the Development, a homeowners association ("HOA") shall maintain and operate all open spaces, all required trails, amenity centers, common areas, landscaping, screening walls, Development signage and any other common improvements or appurtenances within the Property that are owned by Developer, its successors or assigns, or the HOA, its successors or assigns, and not maintained or operated by the City. 3.3 CIP Facilities (a) The ACIP Facilities include: (1) 4,670 linear feet of 16" Water Main in Rosamond Parkway (2) 2,115 + 1,515 linear feet of 16" Water Main in Ferguson Parkway (3) 4,980 linear feet of 12" Water Main in Throckmorton Boulevard (4) 1,560 linear feet of 15" Sanitary Sewer Main from Rosamond Parkway to County Road 370 THE WOODS AT LINDSEY PLACE SUBDIVISION IMPROVEMENT AGREEMENT PAGE 5 27764001v.4 .�R Boulevard (5) 980 linear feet of 12" Sanitary Sewer Main in Rosamond Parkway (6) 6,030 linear feet of 2 -lane concrete street in Rosamond Parkway (7) 4,990 linear feet of 2 -lane concrete street in Throckmorton (b) Developer's Obligations. (1) Developer is responsible for the funding, design, installation, and construction of the CIP water improvements identified in Section 3:.3{a)(1)-(3) and as described in Exhibit h (the "C1P Water Improvements'). Developer is responsible for the funding, design, installation, and construction of the CIP sanitary sewer improvements identified in Section 3.3(a)(4) and M and as described in Exhibit E (the "CIP Sanitary Sewer lmprovemmtsI'). Developer shall provide the City with a detailed project account of all costs associated with the projects, including receipts, invoices, change orders, and bills paid affidavits as required for determining the final cost of each CIP Facility. (2) Developer is responsible for the installation and construction of the CIP roadway improvements identified in Section 3.3(a)(6) and (77,), which include the construction of (i) 2 lanes of Rosamond Parkway from US 75 to Anna High School, and (ii) 2 lanes of Throckmorton Boulevard from Rosamond Parkway to a point approximately 4,990 linear feet north of Rosamond Parkway (collectively, the "CIP Roadwgy Improvements"). Developer is further responsible for the dedication of right-of-way for the future construction of Ferguson Parkway and Throckmorton Boulevard. Developer is not responsible for the construction of Ferguson Parkway. (c) Tinging of Rosamond Parkway Obligations. Developer shall commence construction of Rosamond Parkway on or before January 1, 2022. For the purposes of this Section, "commence construction of Rosamond Parkway" shall mean for Developer to select a contractor, hold a pre -construction meeting with the City, and engage in grading activities within the Rosamond Parkway corridor. Developer shall complete construction of Rosamond Parkway in a good and workmanlike manner on or before January 1, 2023; provided, however, Developer shall not be responsible for any delays in the City acquiring the easements and right-of-way for Rosamond Parkway as described below and Developer's deadlines for commencement and completion of construction shall be extended by the same duration of any failure of the City to timely acquire applicable easements and rights-of-way. (d) Timing of Thrc ckngorton Boulevard Obli ati;ons: Developer shall design and commence construction of Throckmorton Boulevard on or before Developer's commencement of development of phase 4 of the Development ("Phase 4"). For the purposes of this Section, "commence construction of Throckmorton Boulevard" shall mean for Developer to select a contractor, hold a pre -construction meeting with the City, and engage in grading activities within the Throckmorton Boulevard corridor. Developer shall complete construction of Throckmorton Boulevard in a good and workmanlike manner on or before the date of final acceptance from the City of the Public Improvements for Phase 4. THE WOODS AT LINDSEY PLACE SUBDIVISION IMPROVEMENT AGREEMENT PAGE 6 27764001v.4 A (e) City's Obligations. (1) The City shall provide Developer with 95% plans for Rosamond Parkway no later than February 1, 2021. The City shall provide Developer with 100% plans for Rosamond Parkway no more than thirty (30) days from receiving Developer's comments on the 95% plans. The City shall acquire all off-site easements and right-of-way required to construct Rosamond Parkway. Said acquisition shall take place on or before October 1, 2021 or, if delayed, Developer's deadlines shall be extended as set forth in Section 3:3(c). (2) If Developer is not able to reasonably acquire all off-site easements and right-of-way required for any of the CIP Facilities, the City may utilize condemnation authority to acquire the necessary easements and right-of-way in accordance with applicable law. (3) The City shall be responsible for the design and construction of Ferguson Parkway as a separate CIP Roadway Project from The Woods at Lindsey Place. Said project shall be constructed based on availability of funding and potential future agreements for adjacent developments. (4) The City shall design and commence construction of the Throckmorton Sewer Extension from north of FM 455 to County Road 370. Developer may elect, at its sole option, by delivering written notice to the City, to construct the Throckmorton Sewer Extension from north of FM 455 to County Road 370 and receive Sanitary Sewer Impact Fee Reimbursement from impact fees collected from the development of the Property up to the actual cost of construction. (5) The City shall reimburse Developer for the construction of the CIP Facilities as set forth below (except with respect to Throckmorton Boulevard which is addressed Section 3.3(e)(6) below). Reimbursement shall be made on a quarterly basis from Impact Fees collected by the City through building permits issued within the Development, once the City has accepted the public improvements. The City shall review the project accounting submitted by Developer prior to initiating reimbursements. The City shall reimburse Developer for the lesser of $8,459,774.38; or ii, the total amount of impact fees collected from the development for each facility type (water, sanitary sewer, roadway); provided, however, that water impact fees may only be used to reimburse Developer for CIP Water Improvements, sanitary sewer impact fees may only be used to reimburse Developer for CIP Sanitary Sewer Improvements, and roadway impact fees may only be used to reimburse Developer for CIP Roadway Improvements (except with respect to Throckmorton Boulevard which is addressed Section 3.3fe)(6) below). (6) The City shall reimburse Developer for the construction of Throckmorton Boulevard within one (1) year of completion and acceptance by the City, it being THE WOODS AT LINDSEY PLACE SUBDIVISION IMPROVEMENT AGREEMENT PAGE 7 27764001 v.4 acknowledged that funding for same shall be from such source or sources as determined by the City, in its discretion (which may or may not include roadway impact fees). 3.4 Water Facilities. (a) Developer's General Obligations. Except as otherwise provided herein, Developer is solely responsible for funding, design, installation, and construction of all water improvements necessary to serve the Property. The design of water improvements shall be approved by the City in advance of the construction of same. Developer shall be responsible for the acquisition/dedication of any easements and other property acquisitions necessary for water facilities (the size and extent of each such easement or other property interest to be approved by the City) to serve the Property. The locations of said easements or other property interests shall be approved by the City's Public Works Department as part of the plan review process. (b) Timing of General Obligations. Except as otherwise provided herein, Developer shall complete in a good and workmanlike manner all water facility improvements necessary to serve each phase of the Development prior to the recordation of the final plat covering such phase. 3.5 Wastewater/Sanitary Sewer Facilities. (a) Developer's General Obligations. Except as otherwise provided herein, Developer is solely responsible for the funding, design, installation, and construction of all wastewater/sanitary sewer improvements necessary to serve the Property. Developer shall design and construct the extension of the Throckmorton Sewer from County Road 370 to the Property. The design of all wastewater/sanitary sewer improvements shall be approved by the City in advance of the construction of same. Developer shall be responsible for the acquisition of any easements and other property acquisition/dedication necessary for wastewater/sewer facilities (the size and extent of each such easement or other property interest to be approved by the City) to serve the Property. The locations of said easements or other property interests shall be approved by the City's Public Works Department as part of the plan review process. (b) Timing of General Obligations. Except as otherwise provided herein, Developer shall complete in a good and workmanlike manner all wastewater/sanitary sewer improvements necessary to serve each phase of the Development prior to the recordation of the final plat covering such phase. 3.6 Water and Wastewater/Santa Sewer .Retail Service. (a) Subject to the terms of this Agreement, the City represents and confirms that it currently has and reasonably expects to continue to have the capacity to provide to the Property continuous and adequate retail water and wastewater/sanitary sewer service at times and in amounts sufficient to meet the service demands of the Development and the Property as the Property is developed. (b) Upon acceptance by the City of the water and wastewater/sanitary sewer facilities described herein, the City shall operate or cause to be operated said water and wastewater/sanitary sewer facilities serving the Development and the Property and use them to THE WOODS AT LINDSEY PLACE SUBDIVISION IMPROVEMENT AGREEMENT PAGE S 27764001v.4 provide service to all customers within the Development and the Property and as otherwise required by State law as the holder of the certificate of convenience and necessity covering the Property. Upon acceptance by the City, the City shall at all times maintain said water and wastewater/sanitary sewer facilities, or cause the same to be maintained, in good condition and working order in compliance with all applicable laws and ordinances and all applicable regulations, rules, policies, standards, and orders of any governmental entity with jurisdiction over same. 3.7 Roadway Facilities and Related Improvements. (a) Developer's General Obligations. Except as otherwise provided herein, Developer is solely responsible for the funding, design, installation, and construction of all roadway facilities required to serve the Development. The design of all roadway improvements shall be approved by the City in advance of the construction of same. Developer shall be responsible for the acquisition of any easements and other property acquisition/dedication necessary for roadway facilities (the size and extent of each such easement or other property interest to be approved by the City) to serve the Property. The locations of said easements or other property interests shall be approved by the City's Public Works Department as part of the plan review process. (b) Timing of General Obligations. Except as otherwise provided herein, prior to the recordation of any final plat for any phase of the Development, Developer shall complete, in a good and workmanlike manner, construction of all roadway facilities and related improvements necessary to serve such phase in accordance with construction plans approved by the City. (e) Drainage/Detention Infrastructure. Except as otherwise provided herein, Developer is solely responsible for the designing, installing, and constructing the drainage/detention infrastructure that will serve the Property and the cost thereof. Prior to the recordation of the final plat for any phase of Development, Developer shall complete in a good and workmanlike manner construction of the drainage/detention improvements necessary to serve such phase. Upon inspection, approval and acceptance, the City shall maintain and operate the drainage and roadway improvements for the Property. SECTION 4 PAYEE INFORMATION With respect to any and every type of payment/remittance due to be paid at any time by the City to Developer after the Effective Date under this Agreement, the name and delivery address of the payee for such payment shall be: D.R. Horton — Texas, Ltd. Attn: David Booth 4306 Miller Road Rowlett, TX 75088 THE WOODS AT LINDSEY PLACE SUBDIVISION IMPROVEMENT AGREEMENT PAGE 9 27764001v.4 Developer may change the name of the payee and/or address set forth above by delivering written notice to the City designating a new payee. SECTION 5 ADDITIONAL OBLIGATIONS AND AGREEMENTS 5.1 Administration of Construction of Public Ii1 rastructure. Subject to the terms of this Agreement, the Parties agree that Developer will be solely responsible to construct all Public Infrastructure. All public on-site and off-site infrastructure and all other related improvements will be considered a public project and the City will own all such Public Infrastructure upon completion and acceptance. 5.2 Compliance with Development Standards. Developer agrees as part of the consideration for this Agreement that all residential structures, amenities, buildings, and any other vertical construction within the Development shall meet or exceed all Development Standards and City Regulation including without limitation those standards set forth in Exhibit F. It is expressly understood and the Parties agree that City Regulations and Development Standards applicable to the Property and its use and development include but are not limited to City Code provisions, ordinances, design standards, uniform codes, and other policies duly adopted by the City including without limitation any such regulations or requirements that were affected by the passage of Texas H.B. 2439, 86(R), codified as Chapter 3000 of the Texas Government Code ("Materials and Methods Regulations"); provided, however, to the extent of any conflict between the requirements of Materials and Methods Regulations and the requirements of this Agreement, this Agreement shall control. 5.3 Conflicts. When not in conflict with the terms and conditions of this Agreement, the development of the Property shall be subject to all applicable City Regulations, including but not limited to the City's subdivision regulations and engineering design standards. In the event of any direct conflict between this Agreement and any other ordinance, rule, regulation, standard, policy, order, guideline, or other City adopted or City enforced requirement, whether existing on the Effective Date or hereinafter adopted, this Agreement, including its exhibits, as applicable, shall control. In the event of a conflict between the Concept Plan and the Development Standards, the Development Standards shall control to the extent of the conflict. 5.4 Public Infrastructure_ Generally. Except as otherwise expressly provided for in this Agreement, Developer shall provide all Public Infrastructure necessary to serve the Property, including streets, utilities, drainage, sidewalks, trails, street lighting, street signage, and all other required improvements, at no cost to the City except as expressly provided in this Agreement and as approved by the City Manager. Developer shall cause the installation of the Public Infrastructure within all applicable time frames in accordance with the City Regulations unless otherwise established in this Agreement. Developer shall provide engineering studies, plan/profile sheets, and other construction documents at the time of platting as required by City Regulations. Such plans shall be approved by the City's Public Works Department prior to approval of a final plat. Construction of any portion of the Public Infrastructure shall not be initiated until a pre - construction conference with a City representative has been held regarding the proposed construction and the City has issued a written notice to proceed. No final plat may be recorded in THE WOODS AT LINDSEY PLACE SUBDIVISION IMPROVEMENT AGREEMENT PAGE 10 27764001v.4 the Real Property Records of Collin County until construction of all Public Infrastructure shown thereon shall have been constructed, and thereafter inspected, approved and accepted by the City. 5.5 Maintenance Bonds. For each construction contract for any part of the Public Infrastructure, Developer, or Developer's contractor, must execute a maintenance bond in accordance with applicable City Regulations that guarantees the costs of any repairs that may become necessary to any part of the construction work performed in connection with the Public Infrastructure, arising from defective workmanship or materials used therein, for a full period of two (2) years from the date of final acceptance of the Public Infrastructure constructed under such contract. 5.6 Inspections AcceLitance of Public Infrastructure, and Developer's Remedy. (a) Inspections, Generally. The City shall have the right to inspect, at any time, the construction of all Public Infrastructure necessary to support the Development, including water, wastewater/sanitary sewer, drainage, roads, streets, alleys, park facilities, electrical, and street lights and signs. The City's inspections and/or approvals shall not release Developer from its responsibility to construct, or cause the construction of, adequate Public Improvements and Public Infrastructure in accordance with approved engineering plans, construction plans, and other approved plans related to development of the Property. Notwithstanding any provision of this Agreement, it shall not be a breach or violation of the Agreement if the City withholds building permits, certificates of occupancy or City utility services as to any portion of the Development until Developer has met its obligations to provide for required Public Infrastructure necessary to such portion according to the approved engineering plans, City Regulations and Development Standards, and until such Public Infrastructure has been dedicated to and accepted by the City. (b) Ownership, From and after the inspection and acceptance by the City of the Public Infrastructure and any other dedications required under this Agreement, such improvements and dedications shall be owned by the City. (c) Approval of Plats/Plans: Approval by the City, the City's engineer, or other City employee or representative, of any plans, designs, or specifications submitted by Developer pursuant to this Agreement or pursuant to the City Regulations shall not constitute or be deemed to be a release of the responsibility and liability of Developer or any other responsible party for the accuracy and competency of their design and specifications. Further, any such approvals shall not be deemed to be an assumption of such responsibility and liability by the City for any defect in the design and specifications prepared by Developer or any other responsible party, it being the intent of the parties that approval by the City signifies only the City's approval of the general design concept of the improvements to be constructed. 5.7 Insurance. Developer or its contractor(s) shall acquire and maintain, during the period of time when any of the Public Infrastructure is under construction (and until the frill and final completion of the Public Infrastructure and acceptance thereof by the City): (a) workers compensation insurance in the amount required by law; and (b) commercial general liability insurance including personal injury liability, premises operations liability, and contractual liability, covering, but not limited to, the liability assumed under any indemnification provisions of this THE WOODS AT LINDSEY PLACE SUBDIVISION IMPROVEMENT AGREEMENT PAGE 11 27764001Y.4 Agreement, with limits of liability for bodily injury, death and property damage of not less than $1,000,000.00. Such insurance shall also cover any and all claims which might arise out of the Public Infrastructure construction contracts, whether by Developer, a contractor, subcontractor, material man, or otherwise. Coverage must be on a "per occurrence" basis. All such insurance shall: (i) be issued by a carrier which is rated "A-1" or better by A.M. Best's Key Rating Guide and licensed to do business in the State of Texas; and (ii) name the City as an additional insured and contain a waiver of subrogation endorsement in favor of the City. Upon the execution of Public Infrastructure construction contracts, Developer shall provide to the City certificates of insurance evidencing such insurance coverage together with the declaration of such policies, along with the endorsement naming the City as an additional insured. Each such policy shall provide that, at least thirty (30) days prior to the cancellation, non -renewal or modification of the same, the City shall receive written notice of such cancellation, non -renewal or modification. 5.8 INDEMNIFICATION and I4GLD HARMLESS. DEVELOPER, INCLUDING ITS RESPECTIVE SUCCESSORS AND ASSIGNS, HEREBY COVENANT AND AGREE TO RELEASE, DEFEND, HOLD HARMLESS, AND INDEMNIFY THE CITY AND ITS OFFICERS, OFFICIALS, AGENTS, REPRESENTATIVES, SERVANTS AND EMPLOYEES (COLLECTIVELY, THE "RELEASED PARTIES"), FROM AND AGAINST ALL THIRD - PARTY CLAIMS, SUITS, JUDGMENTS, DAMAGES, AND DEMANDS (TOGETHER, "CLAIMS") AGAINST THE CITY OR ANY OF THE RELEASED PARTIES, WHETHER REAL OR ASSERTED INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEY'S FEES, RELATED EXPENSES, EXPERT WITNESS FEES, CONSULTANT FEES, AND OTHER COSTS, ARISING OUT OF THE NEGLIGENCE OR OTHER WRONGFUL CONDUCT OF DEVELOPER, INCLUDING THE NEGLIGENCE OF ITS RESPECTIVE EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, MATERIAL MEN, AND/OR AGENTS, IN CONNECTION WITH THE DESIGN OR CONSTRUCTION OF ANY PUBLIC INFRASTRUCTURE, STRUCTURES, OR OTHER FACILITIES OR IMPROVEMENTS THAT ARE REQUIRED OR PERMITTED UNDER THIS AGREEMENT; AND IT IS EXPRESSLY UNDERSTOOD THAT SUCH CLAIMS SHALL, EXCEPT AS MODIFIED BELOW, INCLUDE CLAIMS EVEN IF CAUSED BY THE CITY'S OWN CONCURRENT NEGLIGENCE SUBJECT TO THE TERMS OF THIS SECTION. DEVELOPER SHALL NOT, HOWEVER, BE REQUIRED TO INDEMNIFY THE CITY AGAINST CLAIMS CAUSED BY THE CITY'S SOLE NEGLIGENCE, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. IF THE CITY INCURS CLAIMS THAT ARE CAUSED BY THE CONCURRENT NEGLIGENCE OF DEVELOPER AND THE CITY, DEVELOPER'S INDEMNITY OBLIGATION WILL BE LIMITED TO A FRACTION OF THE TOTAL CLAIMS EQUIVALENT TO DEVELOPER'S OWN PERCENTAGE OF RESPONSIBILITY. DEVELOPER, INCLUDING ITS RESPECTIVE SUCCESSORS AND ASSIGNS, FURTHER COVENANTS AND AGREES TO RELEASE, DEFEND, HOLD HARMLESS, AND INDEMNIFY, THE CITY AGAINST ANY AND ALL CLAIMS BY ANY PERSON CLAIMING AN OWNERSHIP INTEREST IN THE PROPERTY PRIOR TO THE EFFECTIVE DATE WHO HAS NOT SIGNED THIS AGREEMENT IF SUCH CLAIMS RELATE IN ANY MANNER OR ARISE IN CONNECTION WITH: (1) THE CITY'S RELIANCE UPON DEVELOPER'S REPRESENTATIONS IN THIS AGREEMENT; (2) THIS AGREEMENT OR OWNERSHIP OF THE PROPERTY; OR (3) THE CITY'S APPROVAL OF ANY TYPE OF DEVELOPMENT APPLICATION OR SUBMISSION WITH RESPECT TO THE WOODS AT LINDSEY PLACE SUBDIVISION IMPROVEMENT AGREEMENT PAGE 12 27764001v,4 THE PROPERTY. THIS SECTION SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT. 5.9 Status of Parties. At no time shall the City have any control over or charge of Developer's (or its contractors') design, construction or installation of any of the Public Infrastructure, nor the means, methods, techniques, sequences or procedures utilized for said design, construction or installation. This Agreement does not create a joint enterprise or venture or employment relationship between the City and Developer. SECTION 6 EVENTS OF DEFAULT, RE ME, 6.1 Events of- Default. No Parry shall be in default under this Agreement until notice of the alleged failure of such Party to perform has been given in writing (which notice shall set forth in reasonable detail the nature of the alleged failure) and until such Party has been given a reasonable time to cure the alleged failure (such reasonable time to be determined based on the nature of the alleged failure, but in no event more than thirty (30) days (or any longer time period to the extent expressly stated in this Agreement as relates to a specific failure to perform) after written notice of the alleged failure has been given except as relates to a type of default for which a different time period is expressly set forth in this Agreement). Notwithstanding the foregoing, no Party shall be in default under this Agreement if, within the applicable cure period, the Party to whom the notice was given begins performance and thereafter diligently and continuously pursues performance until the alleged failure has been cured. 6.2 Remedies. Except as otherwise set forth in this Agreement, as compensation for the other party's default, an aggrieved Party is limited to seeking specific performance of the other party's obligations under this Agreement. 6.3 Performance Window. Developer shall take all actions required under the City Regulations and this Agreement necessary to record a final plat of the Development in the Real Property Records of Collin County not later than 24 months after the Effective Date. If Developer does not meet this obligation, the City may elect to terminate this Agreement by providing Developer with written notice of such failure(s). If the City provides such written notice, Developer shall have one hundred twenty (120) days from the date that the City delivers said written notice in which to cure such failure(s), plus an additional time period equal to any delay caused by the failure(s), if any, of the City to timely meet its obligations under this Agreement. If Developer fails to timely cure such failure(s), then the City shall be excused from its obligations under this Agreement, including but not limited to any obligation to reimburse Developer any amounts otherwise due under this Agreement. The foregoing notwithstanding, the deadlines in this paragraph shall be subject to extension for reasons of force majeure. SECTION 7 ASSIGNII'IENT; ENCUMBRANCE 7.1 Assignment. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto. The obligations, requirements, or covenants to develop the Property subject to this Agreement shall be freely assignable, in whole or in part, to THE WOODS AT LINDSEY PLACE SUBDIVISION IMPROVEMENT AGREEMENT PAGE 13 27764001 v.4 any affiliate or related entity of Developer, or any lien holder on the Property, without the prior written consent of the City. Except as otherwise provided in this paragraph, the obligations, requirements or covenants to the development of the Property shall not be assigned, in whole or in part, by Developer to a non -affiliate or non -related entity of Developer without the prior written consent of the City Manager, which consent shall not be unreasonably withheld or delayed if the assignee demonstrates financial ability to perform. Any receivables due under this Agreement may be assigned by Developer without the consent of, but upon written notice to the City pursuant to the terms hereof. An assignee shall be considered a "Party" for the purposes of this Agreement. Each assignment shall be in writing executed by Developer and the assignee and shall obligate the assignee to be bound by this Agreement to the extent this Agreement applies or relates to the obligations, rights, title, or interests being assigned. No assignment by Developer shall release Developer from any liability that resulted from an act or omission by Developer that occurred prior to the effective date of the assignment unless the City approves the release in writing. Developer shall maintain written records of all assignments made by Developer to assignees, including a copy of each executed assignment and, upon written request from any Party or assignee, shall provide a copy of such records to the requesting person or entity, and this obligation shall survive the assigning Party's sale, assignment, transfer, or other conveyance of any interest in this Agreement or the Property. 7.2 Assignees as Parties. An assignee authorized in accordance with this Agreement and for which notice of assignment has been provided in accordance herewith shall be considered a "Party" for the nurooses of this Agreement. 7.3 Third Party Beneficiaries. Except as otherwise provided herein, this Agreement inures to the benefit of, and may only be enforced by, the Parties. No other person or entity shall have any right, title, or interest under this Agreement or otherwise be deemed to be a third -party beneficiary of this Agreement. 7.4 Notice of Assignment: The following requirements shall apply in the event that Developer sells, assigns, transfers, or otherwise conveys the Property or any part thereof and/or any of its rights or benefits under this Agreement: (i) Developer must provide written notice to the City to the extent required under this section at least fifteen (15) business days in advance of any such sale, assignment, transfer, or other conveyance; (ii) said notice must describe the extent to which any rights or benefits under this Agreement will be sold, assigned, transferred, or otherwise conveyed; (iii) said notice must state the name, mailing address, telephone contact information, and, if known, email address, of the person(s) that will acquire any rights or benefits as a result of any such sale, assignment, transfer or other conveyance; and (iv) said notice must be signed by a duly authorized person representing Developer and a duly authorized representative of the person that will acquire any rights or benefits as a result of the sale, assignment, transfer or other conveyance. SECTION 8 RECORDATION AND ESTOPPEL CERTWICATES 8.1 Binding Obligations. This Agreement and all amendments thereto and assignments hereof shall be recorded in the Real Property records of Collin County. This Agreement binds and constitutes a covenant running with the Property and, upon the Effective THE WOODS AT LINDSEY PLACE SUBDIVISION IMPROVEMENT AGREEMENT PAGE 14 27764001 v.4 Date, is binding upon Developer and the City, and forms a part of any other requirements for development within the Property. This Agreement, when recorded, shall be binding upon the Parties and their successors and assigns as permitted by this Agreement and upon the Property. Notwithstanding the foregoing, his Agreement shall not bind or encumber any residential lot or residence located thereon within the Subdivision that is sold to a third party homeowner. 8.2 Estoppel Certificates. From time to time, upon written request of Developer or any future owner, and upon the payment to the City of a $500.00 fee plus all reasonable costs incurred by the City in providing the certificate described in this section, including without limitation attorney's fees and related costs, the City Manager, or his/her designee will, in his/her official capacity and to his/her reasonable knowledge and belief, execute a written estoppel certificate identifying any obligations of an owner under this Agreement that are in default. SECTION 9 GENERAL PROVISIONS 9.1 Term. Except with respect to any earlier termination effected under this Agreement, this Agreement shall terminate upon satisfaction of all obligations by all Parties or the expiration of ten (10) years after the Effective Date, whichever occurs earlier. 9.2 Recitals. The recitals contained in this Agreement: (a) are true and correct as of the Effective Date; (b) form the basis upon which the Parties negotiated and entered into this Agreement; and (c) reflect the final intent of the Parties with regard to the subject matter of this Agreement. In the event it becomes necessary to interpret any provision of this Agreement, the intent of the Parties, as evidenced by the recitals, shall be taken into consideration and, to the maximum extent possible, given full effect. The Parties have relied upon the recitals as part of the consideration for entering into this Agreement and, but for the intent of the Parties reflected by the recitals, would not have entered into this Agreement. 9.3 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 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, addressed as follows: To the City City of Anna, Texas Attn: City Manager 111 N. Powell Parkway Anna, TX 75409 With a copy to: Wolfe, Tidwell & McCoy, LLP Attn: Clark McCoy 2591 Dallas Parkway, Suite 300 Frisco, TX 75034 THE WOODS AT LINDSEY PLACE SUBDIVISION IMPROVEMENT AGREEMENT PAGE 15 27764001 v.4 To Developer: D.R. Horton — Texas, Ltd. Attn: David Booth 4306 Miller Road Rowlett, TX 75088 With a copy to: D.R. Horton, Inc. 4306 Miller Road Rowlett, TX 75088 Attn: Jim Ilkenhans, Regional Council With a copy to: Jackson Walker, LLP Attn: Brad Lowry 2323 Ross Avenue, Suite 600 Dallas, TX 75201 Attn: Brad Lowry 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. 9.4 Interpretation. The Parties acknowledge that each has been actively involved in negotiating this Agreement. Accordingly, the rule of construction that any ambiguities are to be resolved against the drafting Party will not apply to interpreting this Agreement. In the event of any dispute over the meaning or application of any provision of this Agreement, the provision will be interpreted fairly and reasonably and neither more strongly for nor against any Party, regardless of which Party originally drafted the provision. 9.5 Time. In this Agreement, time is of the essence and compliance with the times for performance herein is required. 9.6 Authority and Enforceability. The City represents and warrants that this Agreement has been approved by official action by the City Council of the City in accordance with all applicable public notice requirements (including, but not limited to, notices required by the Texas Open Meetings Act) and that the individual executing this Agreement on behalf of the City has been duly authorized to do so. Developer represents and warrants that this Agreement has been approved by appropriate action of Developer, and that each individual executing this Agreement on behalf of Developer has been duly authorized to do so. Each Party respectively acknowledges and agrees that this Agreement is binding upon such Party and is enforceable against such Party, in accordance with its terms and conditions. 9.7 Severability. This Agreement shall not be modified or amended except in writing signed by the Parties. If any provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable for any reason, then: (a) such unenforceable provision shall be deleted from this Agreement; (b) the unenforceable provision shall, to the extent possible and upon mutual agreement of the parties, be rewritten to be enforceable and to give effect to the intent of the Parties; and (c) the remainder of this Agreement shall remain in full force and effect and shall be interpreted to give effect to the intent of the Parties. THE WOODS AT LINDSEY PLACE SUBDIVISION IMPROVEMENT AGREEMENT PAGE 16 27764001 v.4 9.8 Applicable Law: Venue. This Agreement is entered into pursuant to, and is to be construed and enforced in accordance with, the laws of the State of Texas, and all obligations of the Parties are performable in Collin County. Exclusive venue for any action related to, arising out of, or brought in connection with this Agreement shall be in the Collin County District Court. 9.9 Non Waiver. Any failure by a Party to insist upon strict performance by the other Party of any material provision of this Agreement shall not be deemed a waiver thereof, and the Party shall have the right at any time thereafter to insist upon strict performance of any and all provisions of this Agreement. No provision of this Agreement may be waived except by writing signed by the Party waiving such provision. Any waiver shall be limited to the specific purposes for which it is given. No waiver by any Party of any term or condition of this Agreement shall be deemed or construed to be a waiver of any other term or condition or subsequent waiver of the same term or condition. 9.10 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and constitute one and the same instrument. 9.11 Force Majeure. Each Party shall use good faith, due diligence and reasonable care in the performance of its respective obligations under this Agreement, and time shall be of the essence in such performance; however, in the event a Party is unable, due to force majeure, to perform its obligations under this Agreement, then the obligations affected by the force majeure shall be temporarily suspended. Within three (3) business days after the occurrence of a force majeure, the Party claiming the right to temporarily suspend its performance, shall give Notice to all the Parties, including a detailed explanation of the force majeure and a description of the action that will be taken to remedy the force majeure and resume full performance at the earliest possible time. The term "force majeure" shall include events or circumstances that are not within the reasonable control of the Party whose performance is suspended and that could not have been avoided by such Party with the good faith exercise of good faith, due diligence and reasonable care. 9.12 Complete Agreement. This Agreement embodies the entire Agreement between the Parties and cannot be varied or terminated except as set forth in this Agreement, or by written agreement of the City and Developer expressly amending the terms of this Agreement. By entering into this Agreement, the Parties understand and agree that any previous agreements or understanding between the parties are null and void. 9.13 Consideration. This Agreement is executed by the Parties hereto without coercion or duress and for substantial consideration, the sufficiency of which is hereby acknowledged. 9.14 Underlying Contract Close Condition. The terms and provisions of this Agreement are contingent upon and as a condition precedent to Developer's obligations under this Agreement, Developer must acquire the Property under the Underlying Contract. 9.15 Exhibits. The following exhibits are attached to this Agreement and are incorporated herein for all purposes: THE WOODS AT LINDSEY PLACE SUBDIVISION IMPROVEMENT AGREEMENT PAGE 17 27764001v.4 Exhibit A Metes and Bounds Description of the Property Exhibit B Preliminary Plat Exhibit C Development Overall Public Improvements — Opinion of Probable Cost Exhibit D Water, Sanitary Sewer, and Roadway Improvements — Opinion of Probable Construction Cost Exhibit E Water, Sanitary Sewer, and Roadway Improvements — Plans and Specifications Exhibit F Development Agreement [SIGNATURES PAGES AND EXHIBITS FOLLOW, REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] THE WOODS AT LINDSEY PLACE SUBDIVISION IMPROVEMENT AGREEMENT PAGE IS 27764001v.4 EXECUTED BY THE PARTIES TO BE EFFECTIVE ON THE EFFECTIVE DATE: CITY: CITY OF ANNA, - a home -rule municipality i Collin -Co ty, Texas Name: Nate Pike Title: Mayor Date: !4-/2, E c STATE OF TEXAS COUNTY OF COLLIN This instrument was acknowledged before me on this _ day of 2021, Nate Pike, Mayor of the City of Anna, a home -rule municipality in Collin County, Texas. C, ¢: CARRIEL. LAND . MY Notary ID # 11419404 Expires February 4, 2023 [SEAL] Notary Public, State of Texas THE WOODS AT LINDSEY PLACE SUBDIVISION IMPROVEMENT AGREEMENT SIGNATURE PAGE I 27764001x.4 11 qr DEVELOPER: D.R. HORTON — TEXAS, LTD., a Texas limited partnership By: D.R. Horton, Inc., a Delaware Corporation, its Aut 11zed Agent By: David L. Boot 1. Asst. V.P. THE STATE OF TEXAS COUNTY OF TARRANT This instrument was acknowledged before me on the L� day of r mf 2021, by David L. Booth, Asst. V.P. of D.R. Horton, Inc., a Delaware Corporation, thc�zed agent of D.R. Horton — Texas, Ltd., a Texas limited partnership on behalf of D.R. Horton — Texas, Ltd., a Texas limited partnership. Notary Public in an tate of Texas ,N> KELLIE SMITH My Notary ID # 129409193 ;. Expires May 2, 2021 THE WOODS AT LINDSEY PLACE SUBDIVISION IMPROVEMENT AGREEMENT SIGNATURE PAGE 2 27764001v.4 Exhibit A METES AND BOUNDS DESCRIPTION OF THE PROPERTY BEING a tract of land situated in the Town of Anna, Collin County, Texas, a part of Eli Witt Survey, Abstract No. 997, being all of a called 159.819 acre tract of land described in a Special Warranty Deed to LHJH Properties, Ltd., recorded in Instrument No. 20061003001424600, Official Public Records, Collin County, Texas (O.P.R.C.C.T), being part of a called 159.819 acre tract of land described in a Special Warranty Deed to LHJH Properties, Ltd., recorded in Instrument No. 20061003001424640, (O.P.R.C.C.T) and being more particularly described as follows: BEGINNING at a five-eighths inch iron rod with yellow plastic cap that is illegible found at the southeast corner of said 159.819 acre tract of land (20061003001424600), said iron rod being at the northeast corner of a called 226.62 acre tract of land described in a Warranty Deed to QJR Partnership, Ltd. recorded in Volume 5106, Page 2380, O.P.R.C.C.T and said iron rod being in the west line of a called 50.00 acre tract of land described in a Special Warranty Deed to Kayasa Holdings, LLC, recorded in Instrument No. 201908007000946750, (O.P.R.C.C.T); THENCE South 89 degrees 28 minutes 48 seconds West, a distance of 2,984.87 feet along the south line of said 159.819 acre tract of land (20061003001424600) and along the north line of said 226.62 acre tract of land to a one-half inch iron rod with yellow plastic cap stamped "BOHLER ENG" (hereinafter called "iron rod set") at the southwest corner of said 159.819 acre tract of land (20061003001424600), said iron rod being at the northwest corner of said 226.62 acre tract of land and said iron rod being in the east line of a called 17.863 acre tract of land described in a Special Warranty Deed to Anna 18, LLC, recorded in Instrument No. 20161020001423440, (O.P.R.C.C.T); THENCE North 01 degrees 07 minutes 28 seconds West, a distance of 272.50 feet along the west line of said 159.819 acre tract of land (20061003001424600) and along the east line of said 17.863 acre tract of land to a one-half inch iron rod found at the northeast corner of said 17.863 acre tract of land and said iron rod being at the most southerly southeast corner of a called 555.801 acre tract of land, described as Tract B in a Special Warranty Deed to Risland Mantua, LLC, recorded in Instrument No. 20180625000783630, (O.P.R.C.C.T); THENCE North 00 degrees 33 minutes 39 seconds West, a distance of 4,656.06 feet along the most southerly east line of said 555.801 acre tract of land to a one-half inch iron rod found at the most westerly northwest corner of said 159.819 acre tract of land (20061003001424640); THENCE South 86 degrees 39 minutes 03 seconds East, a distance of 774.75 feet along the most westerly north line of said 159.819 acre tract of land (20061003001424640) and along a south line of said 555.801 acre tract of land to a one-half inch iron rod found for corner, from which a one- half inch iron rod found bears North 01 degrees 19 minutes 02 seconds West, a distance of 2.04 feet; THENCE South 89 degrees 10 minutes 24 seconds East, a distance of 1,018.92 feet over and across said 159.819 acre tract of land (20061003001424640) to a one-half inch iron rod set in the east line of said 159.819 acre tract of land (20061003001424640), said iron rod being at the southwest corner of a called 83.36 acre tract of land described in a Quit Claim Deed to Alta McClain, recorded in Volume 626, Page 141, (D.R.C.C.T) which is now listed in the Collin County THE WOODS AT LINDSEY PLACE SUBDIVISION IMPROVEMENT AGREEMENT EXHIBIT A-1 27764001v.4 Appraisal District records as being owned by Laura Collins to which no transfer of title either direct or indirect can be found in Collin County Deed Records; THENCE South 89 degrees 16 minutes 53 seconds East, a distance of 111.06 feet along a north line of said 159.819 acre tract of land (20061003001424640) and along the south line of said 83.36 acre tract of land to a one-half inch iron rod set at the most easterly northeast corner of said 159.819 acre tract of land (20061003001424640), said iron rod being at the northwest corner of a called 95.468 acre tract of land described in a Warranty Deed to JY & KC, LLC, recorded in Instrument No. 20170608000746940, (O.P.R.C.C.T), from which a mag nail found at the northeast corner of said 95.468 acre tract of land bears South 89 degrees 16 minutes 24 seconds East, a distance of 1,497.23 feet and South 88 degrees 45 minutes 18 seconds East, a distance of 189.34 feet, said iron rod being in or near the centerline of County Road No. 371; THENCE along the east line of said 159.819 acre tract of land (20061003001424640) and along the west line of said 95.468 acre tract of land as follows: South 01 degrees 16 minutes 44 seconds East, a distance of 1,185.56 feet to a one-half inch iron rod with yellow cap stamped "JBP' found for corner; South 00 degrees 47 minutes 08 seconds East, a distance of 1,100.00 feet to a one-half inch iron rod set at the most westerly southwest corner of said 95.468 acre tract of land; THENCE North 88 degrees 32 minutes 52 seconds East, a distance of 966.83 feet along a north line of said 159.819 acre tract of land (20061003001424640) and along the most westerly south line of said 95.468 acre tract of land to a one-half inch iron rod with yellow cap stamped "JBI" found at the most easterly northeast corner of said 159.819 acre tract of land (20061003001424640); THENCE South 00 degrees 44 minutes 46 seconds East, a distance of 210.76 feet along the most southerly west line of said 95.468 acre tract of land to a one-half inch iron rod found at the southeast corner of said 159.819 acre tract of land (20061003001424640), said iron rod being at the northeast corner of said 159.819 acre tract of land (20061003001424600); THENCE along the east line of said 159.819 acre tract of land (20061003001424600) as follows: South 00 degrees 31 minutes 53 seconds East, passing at a distance of 555.09 feet a one- half inch iron rod with cap stamped "3700" found at the most southerly southwest corner of said 95.468 acre tract of land, continuing in all a distance of 1,241.10 feet to a one-half inch iron rod with yellow cap stamped "JBI" found for corner; South 72 degrees 46 minutes 12 seconds East, a distance of 140.70 feet to a one-half inch iron rod with yellow cap that is illegible found at the northwest corner of a called 59.534 acre tract of land described Warranty Deed to Jonic Investments, LLC, recorded in Instrument No. 20150605000666010, (O.P.R.C.C.T); South 01 degrees 14 minutes 22 seconds West, a distance of 1,112.98 feet to the POINT OF BEGINNING and containing 11,978,895 square feet or 275.00 acres. THE WOODS AT LINDSEY PLACE SUBDIVISION IMPROVEMENT AGREEMENT EXHIBIT A-2 27764001v.4 �r Exhibit B PRELIMINARY PLAT THE WOODS AT LINDSEY PLACE SUBDIVISION IMPROVEMENT AGREEMENT EXHIBIT B-3 27764001v.4 CITY OF ANNA, TEXAS RESOLUTION NO. aoa► -of -� A RESOLUTION OF THE CITY OF ANNA, TEXAS APPROVING A PRELIMINARY PLAT FOR THE WOODS AT LINDSEY PLACE, WHEREAS, In order to provide for the orderly development of land within the Anna city limits and extraterritorial jurisdiction, the City Council of the City of Anna, Texas (the "City Council") has adopted Article 9.04 the Anna City Code of Ordinances ("Zoning Ordinance"); and WHEREAS, David Booth, DR Horton -Texas, Ltd. has submitted an application for approval of a preliminary plat for The Woods at Lindsey Place; NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ANNA, TEXAS, THAT: Section 1. Recitals Incorporated. The recitals above are incorporated herein as if set forth in full for all purposes. Section 2. Approval of Site Plan The City Council hereby approves the preliminary plat for The Woods at Lindsey Place attached hereto as Exhibit A. PASSED AND APPROVED by the City Council of the City of Anna, Texas, on this 26h day of January 2021. ATTEST:OF A \\w+u+rurrauurrr�'. ,� City Secretary, Carrie L. Land rr/nrrnrurrr,++++�` ayor, Nate Pike Lam, z" °t z 8 D � a _ W QUQ Ntn�N OF rc = z 1- Q as on�oc�QOY iY. 5 a O IU0 i aZZCIM m �k En A o xiA I,N�N N a CM W OMMOI 11 Ell Rile, JjIXE pp� ER ���E ..E �FDFsSG7:aii: .nac �I}3 � II I 1 .I 11 ----�— — — — Ids y. N�OOON P s{ s€i 8r�i ?g,�Z2 Wim. a.z W ^—¢ >R U�� t`vnNN�Sj��x a.N.g ° ¢Q.0��LLxcYi aaoaw � to °°SS .a a o ¢aQzo��m rk x O saj4 5 U a 9 o ,ro5 n rn Eil:1 t➢�I 4ii 3�i 2 s3 $ag Eis §€ E ,• s ll iii 9:m Sri y �`y{ 3• Jill 1 19 g {{5 rsia a e. Ala d ; HIM 8, '`a' � �b;!� - �� �'� tell■°eadapi[�$� t m. 5 g I X' W PA ox z ■ u„ I » o AJZ q w O Qttn- OOp ._.i P.. 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B.p4 ; 83 �3 88 18gg -k $�� �La � g 3 'a' $ 8g Eg� ax Ce; sga Zana �: S�sH Ian$3 =yea $ 3€ �a aja`ss q�- ,3s5 si s. `.I :, .s€a5 �� au �eo a H a°m ag a $ aas?,$� q n a$�E a g g Fez laa-n;$a'� s s s $a$ 8 a .g ig aI sg g� $ ; _a $ sFa s .fi$aa .Saab Lg a °$ sa €aa la t` lit j jig H1 M 11 Y x W Exhibit C PUBLIC IMPROVEMENTS — OPINION OF PROBABLE COST The Woods at LindseyPlace iocati COST Phase 1 $4,731,026 Location: Anna, Texas Anna, Tex Project Summary $2,786,898 Lot Count Acreage Date Prepared by Bohler with notes for assumptions $3,485,461 951 1 76.69 1 1/4/2021 SUMMARY; Onsite Public Improvements COST Phase 1 $4,731,026 Phase 2A $1,990,351 Phase 213 $2,786,898 Phase 3 $3,225,579 Phase 4 $3,485,461 Phase 5 $2;168,971 DESIGN AND ENGINEERING 10% $1,838,828.60 CONTINGENCIES 15% $2,758,242:90 Summary- 1 THE WOODS AT LINDSEY PLACE SUBDIVISION IMPROVEMENT AGREEMENT EXHIBIT C-1 27764001v.4 Exhibit D WATER, SANITARY SEWER, & ROADWAY IMPROVEMENTS - OPINION OF PROBABLE CONSTRUCTION COST The Woods at LindseyPlace Location: Location: Anna, Texas Anna,T x Project Summary Lot Count I Acreage Date Prepared 6y 9ohler with notes for assumptions 951 1 76.69 1 1/4/2021 Summary- 1 THE WOODS AT LINDSEY PLACE SUBDIVISION IMPROVEMENT AGREEMENT EXHIBIT D -I 27764001v.4 Exhibit E WATER, SANITARY SEWER, & ROADWAY IMPROVEMENTS — PLANS IC4ho 50,2 E ,2`0.. ,Q 1000 -- 10 --low LEGEND BOHLER# THE WOODS AT W176WN£T LINDSEY PLACE PROPOSED PERIMETER WATERLINE 12- OR GREATER rwsco.ncroas+ rmv: (ua��asrao ..+ .m ...+ PHASE LINE .,;„' a ,:u"M, ,, ANNA, TEXAS THE WOODS AT LINDSEY PLACE SUBDIVISION IMPROVEMENT AGREEMENT EXHIBIT E-1 27764001Y.4 Exhibit E WATER, SANITARY SEWER, & ROADWAY IMPROVEMENTS - PLANS LEGEND BOHLERI THE WOODS AT LIMDSEY PLACE PROPOSED PERIMETER SEWER LINE 12' OR GREATER vnrcm misCO TRT taeflwFiroo e — r. PHASE LINE n �,'�,;,E,',,, ANNA, TEXAS THE WOODS AT LINDSEY PLACE SUBDIVISION IMPROVEMENT AGREEMENT EXHIBIT E-2 27764001Y.4 Exhibit E WATER, SANITARY SEWER, & ROADWAY IMPROVEMENTS - PLANS 'Or 5 iY 2;'0: p 1000 1 °=1000' LEGEND BOHLER// rHE WOODS AT r Nip LINDSEY PLACE P....�.rr�. PROPOSED PERIMETER ROADWAY Fm o.ulm ,C U��pnW — �- PHASE UNE ,,,�„°" ;; ANNA, TEXAS THE WOODS AT LINDSEY PLACE SUBDIVISION IMPROVEMENT AGREEMENT EXHIBIT E-3 27764001v.4 a2 Exhibit F DEVELOPMENT STANDARDS 111011 11111111111111�11IA020 01:08:52 PM RL 1/21 CITY OF ANNA, TEXAS RESOLUTION NO. &6?0- LL -.313A A RESOLUTION OF THE CITY OF ANNA, TEXAS APPROVING A DEVELOPMENT AGREEMENT WITH LHJH PROPERTIES, LTD, A TEXAS LIMITED PARTNERSHIP, RELATING TO DEVELOPMENT AND DESIGN REGULATIONS FOR MULTI -USE DEVELOPMENT LOCATED AT THE NORTHWEST AND SOUTHWEST CORNERS OF FUTURE ROSAMOND PARKWAY AND FUTURE FERGUSON PARKWAY. WHEREAS, LHJH Properties, LTD, a Texas Limited Partnership, is the Property Owners of real estate located at the northwest and southwest corners of future Rosamond Parkway and future Ferguson Parkway; and WHEREAS, Property Owners desire to rezone the subject property to allow commercial and residential uses; and WHEREAS, Property Owners have agreed to development and design regulations should the City approve rezoning the property. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ANNA, TEXAS THAT: Section 1. Recitals Incorporated. The recitals above are incorporated herein as if set forth in full for all purposes. Section 2. Approval The City Council hereby approves the Development Agreement with LHJH Properties, LTD, a Texas Limited Partnership, attached hereto as Exhibit A, and ratifies and approves the City Manager's execution of the same. The City Manager is hereby authorized to execute all documents and take all other actions necessary to finalize, act under and enforce the Agreement. PASSED by the City Council of the City of Anna, Texas, on this 10th day of November 2020. ATTESTED: tx Al -cl- 9 • G Carrie L. Land, City 0 J *' I/ --A * *,...TEXPS 0 *2r. THE WOODS AT LINDSEY PLACE SUBDIVISION IMPROVEMENT AGREEMENT 27764001v.4 Filed and Recorded Official Public Records Stacey Kemp, County Clerk Collin County, TEXAS 02/25/2021 03:19:18 PM $170.00 BVINCENT 20210225000374510 EXHIBIT F-1