HomeMy WebLinkAboutRes 2021-10-1033 Approving Coyote Meadows Development AgreementCITY OF ANNA, TEXAS
RESOLUTION NO. gOOf ►' lt)y ►0=
A RESOLUTION OF THE CITY OF ANNA, TEXAS APPROVING COYOTE MEADOWS
DEVELOPMENT AGREEMENT.
WHEREAS, the City of Anna, Texas (the "City"), a Texas home -rule municipality, and Starlight
Homes Texas L.L.C., a Delaware limited liability company, desire to enter into that certain Coyote
Meadows Development Agreement (the "Agreement") to provide for the consideration of annexation
and zoning of a certain 153.64-acre tract of real property in the City's extraterritorial jurisdiction
connection with the development of said tract for single-family subdivision; and,
WHEREAS, the Ciry is authorized to enter into the Agreement under Texas Local Government Code
Sec. 212.172 and other applicable law; and;
WHEREAS, the City Council of the City of Anna, Texas ("City Council") finds that approval of the
Agreement will benefit the City and is in the best interests of the citizens of Anna;
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 Agreement.
The Ciry Council hereby approves the Coyote Meadows Development Agreement attached hereto as
Exhibit 1, and authorizes, ratifies and approves the City Manager's execution of same, subject to
approval as to legal form of the Agreement by the City Attorney, The Mayor and/or City Manager
are hereby authorized to execute all documents and to take all other actions necessary to finalize, act
under, and enforce this Agreement.
PASSED AND APPROVED by the City Council of the City of Anna, Texas, on this the 26th day of
October 2021.
ATTEST:
APPROVED:
lle4el
Nate Pike, Mayor
CITY OF ANNA, TEXAS RESOLUTION NO. �U�'� PAGE 1 OF 1
Final version 10.22.21 1111111111 Iiiiiii 11111111111111111111111111111
2022012400�12541� 0112412022 01:32 08 PM PG I 151
COYOTE MEADOWS DEVELOPMENT AGREEMENT
This Coyote Meadows Development Agreement (this "Agreement") is entered into by and
between the CITY OF ANNA, TEXAS, a home -rule municipality (the "C "), and STARLIGHT
HOMES TEXAS L.L.C., a Delaware limited liability company (its successors and assigns,
"Developer"), to be effective as of 01AA-A-0-4 -0 eww _
, 2022 (the "Effective Date").
ARTICLE I
RECITALS
WHEREAS, certain terms used in these recitals are defined in Article 2; and
WHEREAS, Developer owns or is under contract to purchase approximately 153.64 acres
of real property located within Collin County, Texas (the "Coon "), which property is described
by metes and bounds on Exhibit A ("Property") attached hereto and incorporated herein by
reference; and
WHEREAS, the Property is located wholly within the extraterritorial jurisdiction ("ETJ")
of the City; and
WHEREAS, the Property is located entirely within the certificated area of the City's water
CCN (No. 12976) and sewer CCN (No. 20898);
WHEREAS, Developer desires to develop the Property pursuant to mutually agreeable
governing regulations; and
WHEREAS, Developer anticipates commencing development on the Property as a
residential development following the Date of Acquisition (defined herein) and the adoption of an
ordinance by the City annexing the Property in accordance with the terms of this Agreement; and
WHEREAS, the Developer and the City are sometimes collectively referenced in this
Agreement as the "Parties," or, each individually, as a "Part,"; and
WHEREAS, except as otherwise expressly set forth to the contrary in this Agreement, it
is the Parties' mutual intent that this Agreement shall supersede City Regulations only to the extent
that City Regulations conflict with the terms of this Agreement; and
WHEREAS, the Parties desire for the design, construction, and financing of certain public
infrastructure necessary to serve the Property and other properties in the vicinity of the Property
that will benefit the City and the public;
WHEREAS, the Parties have the authority to enter into this Agreement including, but not
limited to, the authority granted by Section 212.172 of the Texas Local Government Code;
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties
agree as follows:
COYOTE MEADOWS DEVELOPMENT AGREEMENT — Page 1
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ARTICLE II
DEFINITIONS
Unless the context indicates otherwise, the following terms shall have the meanings hereinafter set
forth:
Building Codes has the meaning ascribed to that term in Section 3.1(f).
Business Day shall mean a day that is not a Saturday, Sunday or official holiday in the State of
Texas. All other references to "days" hereunder shall mean calendar days.
Capital Improvement(s) shall have the meaning provided in Chapter 395, Texas Local Government
Code.
Capital Improvement Costs means any construction, contributions, or dedications of Capital
Improvements, including Construction Costs for Capital Improvements, and all costs related in
any manner to the Capital Improvement.
Capital Improvements Plan ("CIP'l means all capital improvements plan(s) duly adopted by the
City under Chapter 395, Texas Local Government Code, as may be updated or amended from time
to time.
CCN means a certificate of convenience and necessity issued by the Texas Public Utility
Commission or its predecessor or successor agency pursuant to Chapter 13, Texas Water Code.
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 City Council of the City.
City Manager means the current or acting City Manager of the City of Anna or a person designated
to act on behalf of the City Manager if the designation is in writing and signed by the current or
acting City Manager.
City Regulations mean City Code provisions, ordinances, design standards, uniform codes, and
other ordinances or regulations duly adopted by the City Council, as modified by the Governing
Regulations.
Construction Costs means any contributions, dedications or costs or fees actually paid for
infrastructure improvements, as applicable, including without limitation the costs related to
engineering, design, surveying, permitting, construction, inspection, materials, supplies, labor,
testing, financing, off -site, third -party property/easement acquisitions, and all costs related in any
manner to such infrastructure improvements; however, the cost of off -site, third -party
property/easement acquisitions obtained by the City pursuant to Section 4.7, if any, shall be limited
to the fair -market value of any property/easement acquired, plus any damages to the remainder, all
as determined by a licensed appraiser mutually agreed upon by the Parties, and Eminent Domain
Fees.
COYOTE MEADOWS DEVELOPMENT AGREEMENT — Page 2
Final version 10.22.21
Date of Acquisition means the date that Developer or its assignee acquires the Property, at which
time this Agreement shall become effective and filed in the Real Property Records of Collin
County, Texas.
Developer means STARLIGHT HOMES TEXAS L.L.C., a Delaware limited liability company,
its successors and assigns.
Developer Improvements_ means the Lift Station Improvements, the Roadway Dedication and the
Roadway Improvements.
Development means new development on the Property that is the subject of this Agreement.
Development Regulations has the meaning ascribed to that term in Section 3.1(e).
Effective Date has the meaning ascribed to that term in the first paragraph.
Governing Regulations has the meaning ascribed to that term in Section 3.1.
Impact Fees means those roadway impact fees and wastewater impact fees assessed and charged
against the Property or the Project in accordance with Chapter 395 of the Texas Local Government
Code and as defined therein, including without limitation those impact fees paid by or on behalf
of any owner, builder or contractor. For the avoidance of doubt, the term "Impact Fees" when
capitalized in this Agreement shall not include water impact fees.
Impact Fee Accounts means the interest -bearing deposit accounts maintained by the City pursuant
to Section 395.024, Texas Local Government Code, as amended. For clarity, the term "Impact Fee
Accounts" for purposes of this Agreement shall only include accounts in which roadway impact
fees and wastewater impact fees are deposited and shall not include accounts in which water impact
fees are deposited.
Impact Fee Reimbursement means direct payments from the Impact Fee Accounts to reimburse
Capital Improvement Costs (which expressly include Construction Costs to the extent such
Construction Costs are for Capital Improvements that the City requires Developer to construct
pursuant to this Agreement or otherwise).
Lift Station Improvements means a sanitary sewer lift station and a 6-inch (6") force main
extending from the lift station approximately 2,400 linear feet to Highway 5, as generally depicted
on Exhibit C and generally in accordance with the final design/construction plans for the same.
Lift Station Improvements Costs has the meaning ascribed to that term in Section 4.2(c).
Municipal Services means all services provided by the City as of the Effective Date and those
which may be provided in the future, including, without limitation, water, sewer, roadway,
drainage, solid -waste collection, fire protection, and law enforcement.
Notice means any notice required or contemplated by this Agreement (or otherwise given in
connection with this Agreement).
COYOTE MEADOWS DEVELOPMENT AGREEMENT — Page 3
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Pro'ect means Developer's proposed development of the Property with single family residential
uses including approximately 731 residential lots.
Property means the real property described by metes and bounds on Exhibit A.
Property Public Infrastructure means all public infrastructure constructed to serve the development
within the Property, including but not limited to water, sewer, drainage, and roadway
infrastructure; sidewalks, streetlights, signage and other streetscape improvements.
Roadway Dedication means the dedication of approximately 232,525 square feet for the Roadway
Improvements in the general location depicted on Exhibit D.
Roadway Improvements means approximately 2,500 linear feet of 8-inch (8") concrete pavement,
25' wide which will constitute the southern two lanes of Rosamond Parkway from White Rock
Road to the intersection of Rosamond Parkway with County Road 425 and FM 2862, and a five
foot (5') wide sidewalk along the south side of such road improvements, including without
limitation associated right-of-way preparation, grading, erosion control, paving excavation,
drainage (e.g., storm sewer pipe, inlets, junction boxes, and headwalls, as applicable), curbs,
striping, and any other improvements related to the same (only required for the south side of the
road being constructed hereunder), as applicable, as generally depicted on Exhibit E and generally
in accordance with the final design/construction plans for the same.
Roadway Improvements Costs has the meaning ascribed to that term in Section 4.5(d).
Sign Ordinance has the meaning ascribed to that term in Section 3.1(d).
Subdivision Regulations has the meaning ascribed to that term in Section 3.1(aj.
Term has the meaning ascribed to that term in Article IX.
Zoning Ordinance has the meaning ascribed to that term in Section
ARTICLE III
DEVELOPMENT REGULATIONS
3.1 Governing Regulations. Development of the Property shall be governed by the
following regulations (collectively, the "GoverningRegulations," all of which are incorporated
into this Agreement as if set forth in full):
(a) City Code, Article 9.02, the subdivision regulations of the City, in effect on
the Effective Date (the "Subdivision Regulations");
(b) except as amended by the Development Regulations (defined below), the
comprehensive zoning ordinance of the City, in effect on the Effective Date (the "Zonin
Ordinance");
(c) City Code, Article 9.05, in effect on the Effective Date (the "Sn
Ordinance");
COYOTE MEADOWS DEVELOPMENT AGREEMENT — Page 4
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(d) the development regulations for the Property set forth on Exhibit B,
including the Illustrative Layout attached thereto (except as otherwise set forth in Section
3.3 in the event of conflicts) (the "Development Regulations");
(e) upon annexation pursuant to Section 5.1, the uniform building codes, as
amended from time to time, including any local amendments thereto adopted by the City
(the "Building Codes"). The term "Building Codes," as applied to a particular building shall
mean the Building Codes in effect on the date the first application is filed for a building
permit for the building in question. For the avoidance of doubt, the Building Codes shall
only apply to the Property from and after annexation of the Property. As it relates solely to
Property Public Infrastructure for any given phase of the Project notwithstanding any
provision of this Agreement the applicable construction standards (including, without
limitation, the 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 such phase containing the Property
Public Infrastructure in question; and
(f) except as set forth in this Agreement to the contrary, any other applicable
provisions of Chapter 4 (Building Regulations), Chapter 6 (Fire Prevention and
Protection), Chapter 9 (Planning and Development Regulations), Chapter 12 (Utilities) and
Appendix A (Fee Schedule) of the City Code.
The Governing Regulations are the controlling development regulations for development
of the Property, and no other City Regulations, rules, standards, policies, orders, guidelines, or
other City -adopted or City -enforced requirements of any kind (including but not limited to any
moratorium adopted by the City) apply to the use or development of the Property to the extent
such regulations or requirements are in conflict with the Governing Regulations or this Agreement.
The Governing Regulations are considered part of this Agreement and are incorporated herein by
reference for all purposes.
3.2 Compliance with City Regulations. It is expressly understood that the City
Regulations (as amended by the Governing Regulations and this Agreement) as applicable to the
Property and its use and development, include but are not limited to any such City Regulations (as
amended by the Governing Regulations and this Agreement) 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") all of which are incorporated herein as if set forth in full; provided,
however, to the extent of any conflict between the requirements of the Materials and Methods
Regulations and the requirements of this Agreement, this Agreement shall control and the
Materials and Methods Regulations shall not be applicable to the development of the Property to
the extent of any conflict with the terms of this Agreement.
3.3 Conflicts. In the event of any conflict between the Development Regulations and
the Zoning Ordinance, Sign Ordinance, or Building Codes, the Development Regulations shall
control. In the event of a conflict between the Governing Regulations and the City Regulations,
the Governing Regulations shall control. In the event of any 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, unless
otherwise agreed by the Parties, this Agreement shall control. In the event of any conflict between
COYOTE MEADOWS DEVELOPMENT AGREEMENT — Page 5
Final version 10.22.21
the Illustrative Layout and the remainder of the Development Regulations in Exhibit B, the
remainder of the Development Regulations in Exhibit B shall control. In the event of any conflict
between any future Concept Plan and the Development Regulations in Exhibit B, the
Development Regulations in Exhibit B shall control (except for modifications to the Illustrative
Layout that are allowed pursuant to the terms of the Development Regulations and/or Zoning
Ordinance).
ARTICLE IV
UTILITIES; PUBLIC INFRASTRUCTURE
4.1 Generally. Except as otherwise expressly provided for in this Agreement,
Developer shall provide all on -site Property Public Infrastructure necessary for the Development,
including streets, utilities, drainage, sidewalks, street lighting, street signage, and all other required
improvements, at no cost to the City except as provided herein or otherwise required pursuant to
applicable law, in accordance with City Regulations, and as approved by the City's engineer or his
or her agent. Developer shall cause the installation of such improvements within all applicable
time frames in accordance with the City Regulations unless otherwise approved herein. 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 engineer or
his or her agent prior to approval of a final plat. Construction of any portion of the Property Public
Infrastructure shall not be initiated until a pre -construction conference that includes a City
representative has been held regarding the proposed construction and City has issued a written
notice to proceed, which notice shall not be unreasonably withheld, conditioned or delayed.
4.2 Sanitary Sewer Facilities.
(a) Generally. Developer is responsible for the design, installation, and
construction in a good and workmanlike manner of all on -site sanitary sewer improvements
minimally necessary to serve the Project ("Sewer Facilities"). The design of Sewer
Facilities shall be in accordance with the City Regulations and approved by the City in
advance of the construction of same. Subject to the City's obligations under Section 4.7,
Developer shall be responsible for the acquisition of any easements and other property
acquisitions necessary for the Sewer Facilities (the size and extent of each such easement
or other property interest to be approved by the City) for all development upon and within
the Property. The locations of said easements or other property interests shall be approved
by the City's engineer as part of the platting process.
(b) Lift Station Improvements. Subject to (1) Developer (or the City pursuant
to Section 4.7) being able to obtain any required approvals from DART for work under the
rail line, if applicable, (2) the City's obligations under Section 4.79 and (3) the City's
approval of the CIP Amendment (defined below), Developer agrees to design and construct
or cause the design and construction of and fund or cause to be funded the Lift Station
Improvements, and shall be entitled to Impact Fee Reimbursement for the same in
accordance with Section 4.8(al. Other than the Lift Station Improvements, Developer shall
COYOTE MEADOWS DEVELOPMENT AGREEMENT — Page 6
Final version 10.22.21
not be required to construct or fund any off -site sewer facilities or improvements for
development of the Property.
(c) Documentation of Costs. Once Developer completes the Lift Station
Improvements or portion thereof, as applicable, and before the City has accepted such
improvements, as applicable, after inspection, Developer shall provide the City Manager
with documentation evidencing the Capital Improvement Costs for the Lift Station
Improvements or portion thereof, as applicable (the "Lift Station Improvements Costs").
The City Manager shall review said documentation (the "Lift Station Improvements Costs
Documentation") and shall approve or deny the Lift Station Improvements Costs within
fifteen (15) Business Days of receipt thereof (which approvals shall not be unreasonably
withheld, conditioned or delayed) or a longer period of time if the City Manager reasonably
requests additional evidence of the Lift Station Improvements Costs. If the City Manager
denies any Lift Station Improvement Costs, the City Manager shall provide Developer with
a detailed explanation as to the reasons for denial and a description of the additional
information needed. Developer may resubmit any costs and additional information for
costs that are denied. If the City Manager takes no action within thirty (30) days of
Developer's initial submittal of the Lift Station Improvements Costs, the Lift Station
Improvements Costs shall be deemed approved. Upon approval (or deemed approval) of
the Lift Station Improvements Costs, the City shall issue a written acceptance letter to
Developer, which shall signify final acceptance by the City of the Lift Station
Improvements. Notwithstanding the foregoing or any other provisions of this Agreement,
the Lift Station Improvements Costs or any portion thereof shall not be deemed approved
unless the Developer includes on the first page of the Lift Station Improvements Costs
Documentation a statement in bold, underlined, fully -capitalized lettering in at least 12-
point sized font stating: "IF THE CITY MANAGER TAKES NO ACTION WITHIN
THIRTY CALENDAR DAYS OF THE SUBMITTAL OF THIS LIFT STATION
IMPROVEMENTS COSTS DOCUMENTATION, THEN THE LIFT STATION
IMPROVEMENTS COSTS SHALL BE DEEMED TO BE APPROVED."
(d) Amendment to CIP. The City agrees that it will take all required actions to
amend the City's Capital Improvements Plan to include all of the Lift Station
Improvements ("CIP Amendment") within six (6) months of the Effective Date, including
without limitation the City Council's consideration and final action of the same. Developer
shall have no responsibility for any costs associated with the CIP Amendment.
4.3 Water Facilities.
(a) Generally. Developer is responsible for the design, installation, and
construction of all on -site water improvements minimally necessary to serve the Project
("Water Facilities"). The design of the Water Facilities shall be in accordance with the City
Regulations and approved by the City in advance of the construction of the same. Subject
to the City's obligations under Section 4.7, Developer shall be responsible for the
acquisition of any easements and other property acquisitions necessary for the Water
Facilities (the size and extent of each such easement or other property interest to be
approved by the City) for all development upon and within the Property. The locations of
COYOTE MEADOWS DEVELOPMENT AGREEMENT — Page 7
Final version 10.22.21
said easements or other property interests shall be approved by the City's engineer as part
of the platting process.
(b) No Off -Site Water Facilities. Developer shall not be required to construct
or fund any off -site water facilities or improvements for development of the Property.
4.4 Water and Sewer Services.
(a) General lv. The City represents and confirms that it currently has and
reasonably expects to continue to have the capacity to provide continuous and adequate
retail water and sewer service to the Property at times and in capacities sufficient to meet
the service demands of the Project as it is developed. Upon acceptance of the Water
Facilities and Sewer Facilities, the City shall operate said facilities to serve the Project and
use them to provide service to all customers within the Project at the same rates as similar
projects located within the City as otherwise required by State law as the holder of the
CCNs covering the Property.
(b) Sewer Service. From and after the Date of Acquisition, the City shall be the
retail provider of wastewater service to the Property. If the City is at any time unable or
unwilling to provide adequate wastewater treatment capacity for the Property for
development permitted under this Agreement, the City agrees and consents to (1)
Developer taking all actions necessary to procure additional wastewater capacity from
another source to resolve the deficiency and, if unsuccessful in such procurement,
Developer taking all actions necessary to remove the City as the retail provider of
wastewater service to the Property; (2) allowing the un-served portion of the Property to
be served by an alternative retail provider to the extent required to resolve any deficiency,
including, but not limited to, a wastewater treatment plant; and (3) Developer's discharge
permit application to the TCEQ if a municipal utility district or other district will serve as
the alternative retail provider of wastewater service to any portion of the Property.
Notwithstanding the foregoing, if a professional engineer who holds a license issued under
Chapter 1001, Texas Occupations Code, certifies that the City is capable of providing
continuous and adequate wastewater service to all or any portion of the Property, the City
will be required to do so.
(c) Water Service. From and after the Date of Acquisition, the City shall be the
retail provider of water service to the Property. If the City is at any time unable or unwilling
to provide adequate water treatment capacity to the Property for development permitted
under this Agreement, the City agrees and consents to (1) Developer taking all actions
necessary to procure additional water capacity from another source to resolve the
deficiency and, if unsuccessful in such procurement, Developer taking all actions necessary
to remove the City as the retail provider of water service to the Property; and (2) allowing
the un-served portion of the Property to be served by an alternative retail provider to the
extent required to resolve any deficiency. Notwithstanding the foregoing, if a professional
engineer who holds a license issued under Chapter 1001, Texas Occupations Code, certifies
that the City is capable of providing continuous and adequate water service to all or any
portion of the Property, the City will be required to do so. Water wells other than water
wells currently part of the City's water system may be used, subject to any applicable state
COYOTE MEADOWS DEVELOPMENT AGREEMENT — Page 8
Final version 10.22.21
rules and regulations, as a potable water supply for the Property if the City is unable or
unwilling to provide retail water service to the Property.
4.5 Roadway Facilities.
(a) Generally. Developer is responsible for the design, installation, and
construction in a good and workmanlike manner of all on -site roadway facilities necessary
to serve the Project ("Roadway Facilities") in accordance with the City Regulations. The
design of the Roadway Facilities shall be approved by the City in advance of the
construction of same.
(b) Roadway Dedication and Roadway Improvements. Developer agrees to (1)
provide the Roadway Dedication; and (2) subject to the City's obligations under Section
4.7, cause the design and construction of and fund or cause to be funded the Roadway
Improvements, and shall be entitled to Impact Fee Reimbursement for such Roadway
Dedication and Roadway Improvements in accordance with Section 4.8(a). The design and
civil engineering for the Roadway Improvements shall be commenced by or on behalf of
Developer within 90 days of the Effective Date. Developer shall commence or cause the
commencement of onsite construction within 12 months of the Effective Date. The
substantial completion of construction of the Roadway Improvements shall occur within
36 months of the Effective Date and shall occur before or substantially concurrent with the
City's acceptance of the Property Public Infrastructure for the first phase of the
Development. If the completion of construction of the Roadway Improvements is not
complete within said 36-month period, the City may withhold any and all building permits
for construction of residences until said construction of the Roadway Improvements has
been completed and accepted by the City. Other than the Roadway Improvements,
Developer shall not be required to construct or fund any off -site roadway facilities or
improvements for development of the Property. For purposes of this Section 4.5 (b)
"commencement of onsite construction" shall mean when Developer or any affiliate or
entity related to Developer has executed a construction contract and has mobilized the
equipment and machinery on -site that is reasonably necessary to commence construction
of the Roadway Improvements.
(c) Additional City Cost Participation or Reduction in Scope of Roadway
Improvements. As of the Effective Date, the Parties anticipate that the Roadway
Improvements Costs will be equal to or less than $1,500,000.00. Notwithstanding any
statement to the contrary herein, if at the time Developer receives full design plans and
construction bids for the Roadway Improvements, the estimate of the Roadway
Improvements Costs exceeds $1,500,000.00 (which exceeds the total estimated Impact Fee
Reimbursement for such Developer Improvements), the Parties agree to either (1) enter
into a new agreement or amend this Agreement to provide for a different mechanism
whereby the City will reimburse Developer for any Roadway Improvements Costs that
exceed $1,500,000.00; or (2) amend this Agreement to reduce the scope of the Roadway
Improvements in order to lower the total Roadway Improvements Costs equal to or below
$195005000.00.
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(d) Documentation of Roadway Improvements Costs. Once Developer fully
completes the Roadway Improvements, and before the City has accepted the Roadway
Improvements after inspection, Developer shall provide the City Manager with
documentation evidencing the Capital Improvement Costs for the Roadway Improvements,
including without limitation the fair market value of the Roadway Dedication (the
"Roadway Improvements Costs"). The City Manager shall review said documentation (the
"Roadway Improvements Costs Documentation") and shall approve or deny the Roadway
Improvements Costs within fifteen (15) Business Days of receipt thereof (which approvals
shall not be unreasonably withheld, conditioned or delayed) or a longer period of time if
the City Manager reasonably requests additional evidence of the Roadway Improvements
Costs. If the City Manager denies any Roadway Improvements Costs, the City Manager
shall provide Developer with a detailed explanation as to the reasons for denial and a
description of the additional information needed. Developer may resubmit any costs and
additional information for costs that are denied. If the City Manager takes no action within
thirty (30) days of Developer's initial submittal of the Roadway Improvements Costs, the
Roadway Improvements Costs shall be deemed approved. Upon approval (or deemed
approval) of the Roadway Improvements Costs, the City shall issue a written acceptance
letter to Developer, which shall signify final acceptance by the City of the Roadway
Improvements and Roadway Dedication. Notwithstanding the foregoing or any other
provisions of this Agreement, the Roadway Improvements Costs or any portion thereof
shall not be deemed approved unless the Developer includes on the first page of the
Roadway Improvements Costs Documentation a statement in bold, underlined, fully -
capitalized lettering in at least 12-point sized font stating: "IF THE CITY MANAGER
TAKES NO ACTION WITHIN THIRTY CALENDAR DAYS OF THE
SUBMITTAL OF THIS ROADWAY IMPROVEMENTS COSTS
DOCUMENTATION, THEN THE ROADWAY IMPROVEMENTS COSTS SHALL
BE DEEMED TO BE APPROVED."
(e) The City agrees to cooperate with Developer (or its representatives) to
facilitate the realignment of FM 2862 (Houston Street) and N. Sherley Avenue to allow a
T intersection as shown on the Illustrative Layout included with the Development
Regulations.
4.6 Construction, Inspection, and Ownership
(a) Construction. The Parties acknowledge that construction of the Developer
Improvements and Property Public Infrastructure are not subject to competitive bidding
requirements under applicable law.
(b) Performance Bond, Payment Bond and Other Security. For each
construction contract for all or any part of the Developer Improvements and the Property
Public Infrastructure, the contractor for such improvements, as applicable, must execute a
performance bond in favor of the City and a payment bond for the construction and work
covered by those contracts, which bonds shall be in accordance with Texas Government
Code, Chapter 2253 and applicable City Regulations. For each construction contract for all
or any part of the Developer Improvements and the Property Public Infrastructure,
Developer or the contractor for such improvements further must execute a maintenance
COYOTE MEADOWS DEVELOPMENT AGREEMENT — Page 10
Final version 10.22.21
bond in accordance with applicable City Regulations that guarantee the costs of any repairs
which may become necessary to any part of the construction work performed in connection
with the Developer Improvements and/or the Property 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 Developer Improvements and/or Property Public
Infrastructure constructed under such contract.
(c) Inspections and Acceptance of Developer Improvements and Prop r�ty
Public Infrastructure. The City shall inspect, as required by City Regulations, the
construction of all Developer Improvements and any Property Public Infrastructure
necessary to support the proposed development within the Property, including water,
sanitary sewer, drainage, and streets. The City's inspections shall not release the Developer
from its responsibility to construct, or cause the construction of, adequate Developer
Improvements and Property 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
this Agreement if the City temporarily withholds City utility services as to any portion of
the Development until all Property Public Infrastructure necessary to serve such portion of
the Development is properly constructed according to the approved engineering plans and
City Regulations, and until such Property Public Infrastructure has been dedicated to and
accepted by the City, which acceptance shall not be unreasonably withheld, conditioned or
delayed. Notwithstanding the foregoing, the City may not withhold utility services to a
portion of the Development if all necessary infrastructure has been properly constructed
and accepted by the City for such portion of the Development, even if infrastructure for
other portions of the Development have not yet been completed. For the avoidance of
doubt, the Parties intend that the Development may be constructed in phases and Developer
is only required to construct such Property Public Infrastructure necessary to serve each
phase, respectively. From and after the inspection and acceptance by the City of the
Property Public Infrastructure and any other dedications required under this Agreement,
such improvements and dedications shall be owned by the City. Acceptance of the
Developer Improvements and Property Public Infrastructure by the City shall not be
unreasonably withheld, conditioned, or delayed, and shall be evidenced in a writing issued
by the City Manager or his or her designee. Upon acceptance of the Property Public
Infrastructure or any portion thereof by the City, the City shall, at all times thereafter,
maintain and operate the accepted improvements 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.
(d) Phasing. The Property (including the Property Public Infrastructure to serve
the same) may be developed in phases and Developer may submit or cause to be submitted
a plat for all or any portions of the Property in accordance with the Governing Regulations.
The Developer Improvements may also be completed and accepted in phases.
(e) Insurance. Developer and/or the general contractor(s) for construction of
the Developer Improvements and the Property Public Infrastructure shall acquire and
maintain, during the period of time when any of the Developer Improvements and Property
Public Infrastructure are under construction (and until the full and final completion of such
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Developer Improvements and/or Property Public Infrastructure, as applicable, 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 Agreement, with
limits of liability for bodily injury, death and property damage of $1,000,000.00. Such
insurance shall also cover any and all claims which might arise out of the Developer
Improvements and/or Property Public Infrastructure construction contracts, as applicable,
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-P 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 construction
contracts for the Developer Improvements and/or Property Public Infrastructure, as
applicable, Developer shall provide or cause to be provided to the City certificates of
insurance evidencing such insurance coverage, along with the endorsement naming the
City as an additional insured. Each such policy shall provide that, at least 30 days prior to
the cancellation of the same, the City shall receive written notice of such cancellation. For
the avoidance of doubt, if the insurance required pursuant to this subsection is acquired and
maintained by a contractor, such insurance provided by the contractor shall be sufficient
(and Developer shall not be required to obtain duplicate insurance that is already provided
by a contractor).
(f) INDEMNIFICATION and HOLD HARMLESS. THE DEVELOPER,
INCLUDING ITS RESPECTIVE SUCCESSORS AND ASSIGNS, HEREBY
COVENANT AND AGREE TO RELEASE, DEFEND, HOLD HARMLESS, AND
INDEMNIFY THE CITY AND ITS OFFICERS, AGENTS, SERVANTS AND
EMPLOYEES, FROM AND AGAINST ALL THIRD -PARTY CLAIMS, SUITS,
JUDGMENTS, DAMAGES, AND DEMANDS AGAINST THE CITY, WHETHER
REAL OR ASSERTED INCLUDING WITHOUT LIMITATION REASONABLE
ATTORNEY'S FEES, RELATED EXPENSES, EXPERT WITNESS FEES,
CONSULTANT FEES, AND OTHER COSTS (TOGETHER, "CLAIMS"), AR.ISING
OUT OF THE NEGLIGENCE OF THE DEVELOPER, INCLUDING THE
NEGLIGENCE OF ITS RESPECTIVE EMPLOYEES, CONTRACTORS,
SUBCONTRACTORS, MATERIAL MEN, AND AGENTS (EACH A "DEVELOPER
PARTY"), IN CONNECTION WITH THE DESIGN OR CONSTRUCTION OF ANY
DEVELOPER IMPROVEMENTS, PROPERTY PUBLIC INFRASTRUCTURE,
STRUCTURES, OR OTHER FACILITIES OR IMPROVEMENTS THAT ARE
REQUIRED 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.
NOTWITHSTANDING THE FOREGOING, THE DEVELOPER SHALL NOT,
HOWEVER, BE REQUIRED TO INDEMNIFY THE CITY AGAINST CLAIMS
CAUSED BY THE CITY'S SOLE NEGLIGENCE OR WILLFUL MISCONDUCT,
AND IF THE CITY INCURS CLAIMS THAT ARE CAUSED BY THE
CONCURRENT NEGLIGENCE AND/OR FAULT OF THE DEVELOPER OR A
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DEVELOPER PARTY AND THE CITY, THE DEVELOPER'S INDEMNITY
OBLIGATION WILL BE LIMITED TO A FRACTION OF THE TOTAL CLAIMS
EQUIVALENT TO THE DEVELOPER'S OWN PERCENTAGE OF
RESPONSIBILITY IN ACCORDANCE WITH THE LAWS OF THE STATE OF
TEXAS. THE 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 WHO
HAS NOT SIGNED THIS AGREEMENT IF SUCH CLAIMS RELATE IN ANY
MANNER OR ARISE IN CONNECTION WITH THE DEVELOPER'S
MISREPRESENTATION TO THE CITY OF ITS OWNERSHIP, TRANSFER OR
CONVEYANCE OF ANY PORTION OF THE PROPERTY. AT NO TIME SHALL THE
CITY HAVE ANY CONTROL OVER OR CHARGE OF THE DESIGN,
CONSTRUCTION OR INSTALLATION OF ANY IMPROVEMENTS
CONSTRUCTED OR CAUSED TO BE CONSTRUCTED BY DEVELOPER NOR THE
MEANS, METHODS, TECHNIQUES, SEQUENCES OR PROCEDURES UTILIZED
FOR SAID DESIGN, CONSTRUCTION OR INSTALLATION. THIS AGREEMENT
DOES NOT CREATE A JOINT ENTERPRISE BETWEEN THE CITY AND
DEVELOPER.
4.7 Eminent Domain. Developer agrees to use reasonable efforts to obtain all
third -party rights -of -way, consents, or easements, if any, required for the Developer Improvements
and the Property Public Infrastructure. If, however, Developer is unable to obtain such third -party
rights -of -way, consents, or easements within sixty (60) days of commencing efforts to obtain the
needed easements and right-of-way, the City agrees to take reasonable steps to secure same
(subject to City Council authorization after a finding of public necessity) through the use of the
City's power of eminent domain. Developer shall be responsible for funding all reasonable and
necessary legal proceeding/litigation costs, attorney's fees and related expenses, and appraiser and
expert witness fees (collectively, "Eminent Domain Fees") paid or incurred by the City in the
exercise of its eminent domain powers and shall escrow with a mutually agreed upon escrow agent
the City's reasonably estimated Eminent Domain Fees both in advance of the initiations of each
eminent domain proceeding and as funds are needed by the City. Provided that the escrow fund
remains appropriately funded in accordance with this Agreement, the City will use all reasonable
efforts to expedite such condemnation procedures so that the Developer Improvements and the
Property Public Infrastructure, as applicable, can be constructed as soon as reasonably practicable.
If the City's Eminent Domain Fees exceed the amount of funds escrowed in accordance with this
paragraph, Developer shall deposit additional funds as requested by the City into the escrow
account within fifteen (15) Business Days after written notice from the City. Any unused escrow
funds will be refunded to Developer within thirty (30) calendar days after any condemnation award
or settlement becomes final and non -appealable. Nothing in this subsection is intended to
constitute a delegation of the police powers or governmental authority of the City, and the City
reserves the right, at all times, to control its proceedings in eminent domain. Notwithstanding
anything to the contrary in this Agreement, the Developer shall not be required to fund or construct
any Developer Improvements or Property Public Infrastructure that Developer or the City are
unable to secure required third -party rights -of -way, consents, or easements for in connection with
the obligations of the Parties in this Section 4.7. Further, the Parties agree to cooperate in any
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future amendments to this Agreement needed to enable Developer to provide necessary Property
Public Infrastructure to the Property.
4.8 Impact Fees; Oversizing.
(a) Impact Fees and Reimbursement.
(1) Impact Fees for each phase of the Project shall be assessed and
collected at the rates adopted by the City Council at the time such
fees are collected and otherwise in accordance with applicable law.
In accordance with state law, the City shall collect Impact Fees from
the Property and place such collected Impact Fees in separate and
clearly identifiable interest -bearing Impact Fee Accounts.
(2) Developer shall be entitled to Impact Fee Reimbursement for all
Capital Improvement Costs for the Developer Improvements. The
City hereby confirms and represents that all of the Developer
Improvements are Capital Improvements and are eligible for and
entitled to Impact Fee Reimbursement hereunder. The City shall
reimburse Developer up to the total Roadway Improvements Costs
and the Lift Station Improvements Costs, each in the aggregate, on
a quarterly basis from the Impact Fees collected as described in
subsection (1) above. The City shall provide the Impact Fee
Reimbursement to Developer and the Impact Fee Reimbursement
shall carry forward until the Roadway Improvements Costs and the
Lift Station Improvements Costs have been reimbursed in full.
Except as otherwise set forth herein, the Impact Fee Reimbursement
shall be the sole source of funding to reimburse Developer for the
Roadway Improvements Costs and the Lift Station Improvements
Costs even if the Impact Fee Reimbursement amount is less than the
combined total of said costs.
(3) Further, Developer shall be entitled to Impact Fee Reimbursement
to fully compensate Developer for all other Capital Improvement
Costs incurred due to requirements made by the City, if any, in
connection with the Project in addition to costs incurred for the
Developer Improvements.
(b) Infrastructure Oversizing. The Parties agree that if the City requires
Developer to construct or fund any Property Public Infrastructure so that it is oversized to
provide a benefit to land outside the Property ("Oversized Public Infrastructure"), then the
City shall be solely responsible for all reasonable costs attributable to oversized portions
of the Oversized Public Infrastructure (including Construction Costs attributable to
oversized portions of the Oversized Public Infrastructure which shall be considered
reasonable costs) ("Oversize Costs") and shall provide payment(s) to Developer to cover
the costs of the same. The payment(s) to Developer for the Oversize Costs shall be paid as
the Oversized Public Infrastructure is completed (which may be completed in phases
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corresponding with the phases of the Development). The City shall make a payment to
Developer or its assignee for any Oversize Costs within thirty (30) days of receipt of any
invoices for the same.
4.9 Satisfaction of Park Development Fees; No Park Development Fees Due. The City
agrees that provision of open space and amenities generally consistent with the open space plan
attached hereto as Exhibit G shall fully satisfy and provide a credit against the park development
fees required pursuant to City Code, Chapter 9, Section 9.02.135(c)(4). Therefore, no park
development fees shall be due or required for development of the Property. The open space and
amenities may be constructed and installed in phases corresponding with separate phases of the
Development and may be privately owned and maintained by a property owners' association. All
trails must be accessible and open to the public at all times except when temporarily closed for
necessary maintenance or repair. For the avoidance of doubt, the remaining open space area(s) and
amenities located within such areas may be reserved for private use, at the Property owner's sole
discretion.
4.10 Payee Information. With respect to any and every type of payment/remittance due
to be paid at any time by the City to the Developer under this Agreement, the name of the payee
for such payment shall be Starlight Homes Texas L.L.C., and the payment/remittance shall be sent
or delivered to the following address:
Starlight Homes Texas L.L.C.
c/o Ashton Woods — Dallas Division
Attn: Robb Rigby
1800 Valley View Lane, Ste 100
Farmers Branch, Texas 75234
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 and/or address.
4.11 Approvals. 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 City Regulations shall not constitute or be deemed to be a release of the
responsibility and liability of Developer, its engineer, employees, officers or agents 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's engineer(s), its officers, agents, servants or
employees, it being the intent of the Parties that approval by the City's engineer or other
representative signifies the City's approval on only the general design concept of the improvements
to be constructed and that the design plans and specifications meet the requirements of the City
Regulations.
ARTICLE V
ANNEXATION AND ZONING
5.1 Annexation. Pursuant to Subchapter C-3, Chapter 43, Texas Local Government
Code, this Agreement, as of the Date of Acquisition, shall constitute Developer's agreement to
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Final version 10.22.21
petition for the voluntary annexation of the Property into the corporate limits of the City. Developer
(or its assignee) shall submit an annexation petition to the City on the City's standard form,
attached hereto as Exhibit F (the "Annexation Petition") within thirty (30) days after the Date of
Acquisition. Upon the City's request, Developer shall further execute and supply any and all
instruments and/or other documentation reasonably necessary for the City to legally annex the
Property. The City shall, in accordance with applicable statutory requirements, take all steps
necessary to complete the annexation of the Property within ninety (90) days following the date
that Developer submits the Annexation Petition. Should the City fail to complete the annexation
of the Property in accordance with this Agreement, Developer shall have the right to terminate this
Agreement with notice to the City and, upon such termination, the Property shall be immune to
involuntary annexation by the City for a period of thirty (30) years thereafter regardless of any
change in the law governing municipal annexation.
5.2 Services. Pursuant to Section 43.0672, Texas Local Government Code, this
Agreement shall further constitute an agreement for the provision of services to the Property.
Immediately upon the annexation of the Property, the Property and its residents shall be entitled
to receive all Municipal Services on the same terms and at the same rates as then provided within
the City and without discrimination.
5.3 Zonin . Within thirty (30) days following the adoption of an ordinance approving
the annexation of the Property pursuant to Section 5.1, the City shall consider zoning the Property
as a planned development district with regulations identical to those in the Development
Regulations (including the concept plan attached as an exhibit to the Development Regulations);
however, regardless of how the City zones the Property, Developer, its successors and assigns,
may develop and use the Property in accordance with the Development Regulations the Zoning
Ordinance (as amended by the Development Regulations) and all other terms of this Agreement,
and no other zoning regulations shall apply to the Property. All applicable City ordinance
requirements that reference the City's Zoning Ordinance or compliance with zoning regulations or
the City's comprehensive plan (including the City's master thoroughfare plan) shall be interpreted
to mean compliance with the Development Regulations. Subject to the terms herein, Developer
hereby expressly consents and agrees to the aforementioned zoning of the Property consistent with
the Development Regulations and Developer shall not be required to submit a formal zoning
application or pay related fees in order for the City to proceed with zoning the Property as
contemplated by this Agreement. Any such zoning of the Property shall otherwise be in accordance
with all procedures set forth in the applicable City Regulations.
ARTICLE VI
EVENTS OF DEFAULT; REMEDIES
6.1 Events of Default. No Party 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 less than thirty (30) days (or any longer time period
to the extent expressly stated in this Agreement as it 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,
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Final version 10.22.21
(a) 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; and (b) a Party shall be in default of
its obligation to make any payment required under this Agreement if such payment is not made
within twenty (20) Business Days after it is due.
6.2 Remedies. As compensation for the other party's default, an aggrieved Party may
seek specific performance of the other party's obligations under this Agreement. Notwithstanding
the foregoing, however, no default under this Agreement shall: (a) entitle the City to terminate this
Agreement or to suspend performance under this Agreement (except as otherwise expressly set
forth in this Agreement); or (b) adversely affect or impair the current or future obligations of the
City to provide water, sewer and other Municipal Services to the Property in accordance with
applicable law. Notwithstanding the foregoing or any other provision of this Agreement, the City
may withhold City utility services as to any portion of the Development until all Property Public
Infrastructure necessary to serve such portion of the Development is properly constructed
according to the approved engineering plans and City Regulations, and until such Property Public
Infrastructure has been dedicated to and accepted by the City, which acceptance shall not be
unreasonably withheld, conditioned or delayed.
ARTICLE VII
ASSIGNMENT; ENCUMBRANCE
7.1 Assignment. This Agreement shall be binding upon and inure to the benefit of the
successors and assigns of the Parties hereto. This Agreement may be assigned, in whole or in part,
to (i) an entity that is or will become a future owner of all or a portion of the Property; (ii) any
affiliate or related entity of the Developer; or (iii) any lien holder on the Property, without the prior
written consent of the City, but upon written notice to the City. Any reimbursement or receivables
due under this Agreement (e.g., the Impact Fee Reimbursement) or any reimbursement agreement
may be assigned by the Developer, in whole or in part, without the prior consent of the City, but
upon written notice to the City pursuant to Section 7.4 of this Agreement (and upon such an
assignment of reimbursement or receivables, the City will pay the reimbursement directly to the
assignee unless otherwise notified in writing). Except as provided in the two preceding sentences,
this Agreement shall not be assigned by Developer without the prior written consent of the City
Manager of the City, which consent shall not be unreasonably withheld, conditioned or delayed if
the assignee demonstrates financial ability to perform. 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. 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 with Section 7.4 of this
Agreement shall be considered a "Party" for the purposes of this Agreement.
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Final version 10.22.21
7.3 Third -Party Beneficiaries. Subject to Section 7.4 of this Agreement, this Agreement
only inures to the benefit of, and may only be enforced by, the Parties. Notwithstanding the
foregoing or any other provision of this Agreement to the contrary, 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 Assi nment. The following requirements shall apply in the event that the
Developer assigns or transfers this Agreement, or any part thereof and/or any of its rights or
benefits under this Agreement:
(a) the Developer must provide written notice to the City to the extent required
under Section 7.1 within ten (10) Business Days after any assignment, or transfer;
(b) said notice must describe the extent to which any rights or benefits under
this Agreement have been assigned, transferred, or otherwise conveyed;
(c) said notice must state the name, mailing address, and electronic mail
information of the person(s) that have acquired any rights or benefits as a result of any such
assignment, transfer or other conveyance; and
(d) said notice must be signed by a duly authorized person representing the
Developer and a duly authorized representative of the person(s) or entities) that acquired
any rights or benefits as a result of the assignment, transfer or other conveyance.
ARTICLE VIII
RECORDATION AND ESTOPPEL CERTIFICATES
8.1 Binding Obligations. This Agreement and all amendments thereto and assignments
hereof shall be recorded in the property records of Collin County, Texas upon the Date of
Acquisition. From and after the Date of Acquisition, this Agreement binds and constitutes a
covenant running with the Property and is binding upon the 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.
8.2 Estoppel Certificates. From time to time upon written request of the Developer or
any future owner or lienholder, and upon the payment to the City of a $100.00 fee, the City
Manager, or his/her designee will, in his or her official capacity and to his or her reasonable
knowledge and belief, execute a written estoppel certificate, which shall include, but not
necessarily be limited to, statements that this Agreement is in full force and effect without default
(or if default exists, the nature of default and curative action, which should be undertaken to cure
same), the remaining Term of this Agreement, and such other matters reasonably requested by the
party to receive the certificate.
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Final version 10.22.21
ARTICLE IX
TERM
Unless otherwise extended by mutual agreement of the Parties, the term of this Agreement
shall be twenty-five (25) years after the Effective Date ("Term"); however, if Developer or its
assignee has not acquired ownership of the Property within 90 days of the Effective Date, this
Agreement shall automatically terminate, be null and void and of no further force or effect. This
Agreement and all of the rights, duties and obligations herein shall be subject to and conditioned
on Developer or its assignee acquiring fee simple title to the Property within 90 days of the
Effective Date. For the avoidance of doubt, the aforementioned condition shall be satisfied if
Starlight Homes Texas L.L.C. or its assignee (who from and after such assignment would be
considered the Developer under this Agreement) acquires the Property. This Agreement shall be
held in escrow until the Date of Acquisition, at which time this Agreement shall be effective and
filed in the Real Property Records of Collin County, Texas.
ARTICLE X
GENERAL PROVISIONS
10.1 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.
10.2 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 (a) when
personally delivered (with confirmation of receipt); (b) one (1) day after deposit if sent by by
recognized courier service and sent via overnight courier for next day delivery with receipt of
delivery; or (c) 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: Attn : City Manager
City of Anna, Texas
111 N. Powell Parkway
Anna, Texas 75409
With a copy to: Wolfe, Tidwell & McCoy, LLP
Attn: Clark McCoy
2591 Dallas Parkway, Suite 300
Frisco, Texas 75034
To the Developer: Starlight Homes Texas, L.L.C.
c/o Christina Malone, Associate General Counsel
Ashton Woods
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Final version 10.22.21
3820 Mansell Rd, Suite 400
Alpharetta, GA 30022
With a copy to: Ashton Woods — Dallas Division
Attn: Daniel Satsky
1800 Valley View Lane, Ste 100
Farmers Branch, Texas 75234
With a copy to: Attn: Laura Hoffmann
Winstead PC
500 Winstead Building
2728 N. Harwood Street
Dallas, Texas 75201
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.
10.3 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.
10.4 Time. In this Agreement, time is of the essence and compliance with the times for
performance herein is required.
10.5 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. The Developer represents and warrants that this Agreement has
been approved by appropriate action of the Developer, and that each individual executing this
Agreement on behalf of the 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 and to the extent provided by law.
10.6 Limited Waiver of Immunity. The Parties are entering into this Agreement in
reliance upon its enforceability. Consequently, the City unconditionally and irrevocably waives all
claims of sovereign and governmental immunity which it may have (including, but not limited to,
immunity from suit and immunity to liability) to the extent, but only to the extent, that a waiver is
necessary to enforce specific performance of this Agreement (including all of the remedies
provided under this Agreement) and to give full effect to the intent of the Parties under this
Agreement. Notwithstanding the foregoing, the waiver contained herein shall not waive any
immunities that the City may have with respect to claims of injury to persons or property, which
claims shall be subject to all of their respective immunities and to the provisions of the Texas Tort
Claims Act. Further, the waiver of immunity herein is not enforceable by any party not a Party to
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Final version 10.22.21
this Agreement, except for any party that may be construed to be a third -party beneficiary to this
Agreement.
10.7 Amendment; 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.
10.8 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, Texas. Exclusive venue for any action related to,
arising out of, or brought in connection with this Agreement shall be in a state district court in
Collin County.
10.9 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.
10.10 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.
10.11 Exhibits. The following exhibits are attached to this Agreement and are
incorporated herein for all purposes:
Exhibit A
Metes and Bounds Description of the Property
Exhibit B
Development Regulations
Exhibit C
Depiction of Lift Station Improvements
Exhibit D
Depiction of Roadway Dedication
Exhibit E
Depiction of Roadway Improvements
Exhibit F
Form of Annexation Petition
Exhibit G
Open Space Plan
10.12 Vested Rights. This Agreement shall constitute a "permit" (as defined in Chapter
245 of the Texas Local Government Code) that is deemed filed with the City on the Effective Date
and Developer does not hereby waive or release any right that Developer may now or thereafter
have with respect to any rights under Chapter 245 of the Texas Local Government Code.
10.13 Force Ma'e, cure. 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
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Final version 10.22.21
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 equal to the time period the Party was delayed, except that the
obligation of any Party to make any payments required pursuant to this Agreement shall not be
suspended by force majeure. The term "force majeure" shall include any delay due to any of the
following acts or events: (a) wars, terrorism, civil disturbances, riots, insurrections, civil unrest,
vandalism and sabotage; (b) transportation disasters, whether by sea, rail, air or land; (c) strikes,
lockouts, work stoppage or slowdown or other labor disputes or material shortages; (d) actions or
failures to act of a governmental authority, including any changes to the plans and specifications
required as a condition to issuance of any permits or any changes in laws or codes not reasonably
foreseeable on the Effective Date, and any delay in issuance of permits or certificates of occupancy
by any governmental authority having jurisdiction, but excluding delays due to conditions that
violate applicable codes and regulations; (e) adverse weather conditions, including rain of unusual
duration or volume, hurricanes, lightning, tornadoes, earthquakes, floods or acts of God; (f)
epidemics or pandemics or any governmental orders, actions, shut -downs, mandates, restrictions
or quarantines, or any quasi -governmental orders, actions, shut -downs, mandates, restrictions or
quarantines resulting from any epidemics or pandemics, and any public health emergencies,
whether declared by local, state or federal governmental authorities or agencies; (g) labor shortages
or moratoriums; (h) fire or other material casualty; (i) mechanical failure of equipment; 0) utility
delays or interruptions; (k) any emergency event that threatens imminent harm to property or injury
to persons; (1) any other causes of any kind whatsoever, whether similar to those enumerated or
not, which are beyond the control of such Party in the performance of its obligations hereunder;
provided, however, in all cases, only to the extent that the Party claiming force majeure (1) did not
cause such force majeure condition, and (2) throughout the pendency of such force majeure
condition, utilizes commercially reasonable efforts to minimize the impact and delays caused by
such force majeure condition. If a Party is delayed due to force majeure, then such Party shall
provide written notice of the delay and applicable extension of time periods to the other Party. In
addition, a Party that has claimed the right to temporarily suspend its performance under this
Section 10.13 shall provide written reports to the other Party at least once every week detailing:
(i) the extent to which the force majeure event or circumstance continue to prevent the Party' s
performance; (ii) all of the measures being employed to regain the ability to perform; and (iii) the
projected date upon which the Party will be able to resume performance, which projected date the
Parties agree and acknowledge is only an estimate and not a binding commitment by the Party
claiming force majeure.
10.14 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.
10.15 Consideration. This Agreement is executed by the Parties hereto without coercion
or duress and for substantial consideration, the sufficiency of which is hereby acknowledged.
[SIGNATURES PAGES FOLLOW, REMAINDER OF THIS PAGE INTENTIONALLY LEFT
BLANK]
COYOTE MEADOWS DEVELOPMENT AGREEMENT — Page 22
Final version 10.22.21
EXECUTED BY THE PARTIES TO BE EFFECTIVE ON
CITY 0
j6 Proce
ity Manager
E EFFECTIVE DATE:
Date: i " '2o - a 2
APPROVED AS TO FORM:
Name: Clark McCoy
Title: City Attorney
STATE OF TEXAS
COUNTY OF COLLIN
This instrument was acknowledged before me on the ago fk day of ,
2022 by Jim Proce, City Manager of the City of Anna, Texas, on behalf of s City.
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COYOTE MEADOWS DEVELOPMENT AGREEMENT — Signature Page
Final version 10.22.21
DEVELOPER:
STARLIGHT HOMES TEXAS L.L.C.,
a Delaware limited liability company
By: 7D!��p gmz��:
Daniel Satsky, uthorized Representative
Date: 1. 20 • L Z
STATE OF TEXAS
COUNTY OF DALLAS
This instrument was acknowledged before me on the Q&fn day of ,
2022 by Daniel Satsky, Authorized Representative of STARLIGHT HOMES EXAS C., a
Delaware limited liability company, on behalf of said entity.
(SEA
O��,pY AUe/ BRANDY HARRINGTON Notary Public, State of Texas
ZNotary ID #13091 z967My Commission ExpiresI I l November 28, zoza Name printed or typed: 1TGU'I(1
aa�n,
Commission Expires:y/1 q I2�
Final version 10.22.21
Exhibit A
METES AND BOUNDS DESCRIPTION OF THE PROPERTY
TRACT 1
BEING a tract of land situated in the Guinn Morrison Survey, Abstract No. 559, City of Anna,
Collin County, Texas, being part of a tract conveyed to The Jerry L. and Wanda L. Wynn
Revocable Living Trust, by deed recorded in Volume 5014, Page 796 of the Collin, with the subject
tract being more particularly described as follows:
BEGINNING at a 1/2 inch capped iron rod found at the northwest corner of Villarreal Addition,
an addition to the City of Anna, Collin County, Texas, according to the map or plat thereof
recorded in Instrument No. 20080919010003360, Official Public Records of Collin County, Texas
and lying in the south right-of-way line of Houston Street (variable width right-of-way) and being
the northeast corner of the herein described tract of land;
THENCE, S 02004'33" W, 1876.77 feet along the west line of said Villarreal Addition to a 3/8
inch iron rod found lying in the north line of a tract of land conveyed to MJLA Adams, Ltd., by
deed recorded in Instrument No. 20110505000462590, Official Public Records of Collin County,
Texas;
THENCE, N 88029' 18" W. passing at a distance of 772.76 feet the northeast corner of a tract of
land conveyed to Ann J. Ashmore, by deed recorded in Volume 2398, Page 900, Deed Records of
Collin County, Texas and continuing along said Ashmore tract a total distance of 1012.76 feet to
the northwest corner of said Ashmore tract and lying in the east right-of-way line of E. Hackberry
Lane (variable width right-of-way);
THENCE along said east right -of way line of E. Hackberry Lane, the following courses and
distances:
N 02008'33" E, 1581.50 feet;
N 19006'33" E, 149.30 feet;
N 48040'33" E, 130.50 feet;
THENCE, N 7605 F33" E, 13 5. 10 feet along said south right-of-way line of Houston Street;
THENCE, N 89011133" E, 742.90 feet along said south right-of-way line of Houston Street to the
POINT OF BEGINNING with the subject tract containing 1,861,237 square feet or 42.728 acres
of land.
COYOTE MEADOWS DEVELOPMENT AGREEMENT — Exhibit A
Final version 10.22.21
TRACT 2
BEING a tract of land situated in the Gwynn Morrison Survey, Abstract No. 559, Collin County,
Texas, being all of a tract conveyed to Gande-Suggala Family Trust., by deed recorded in
Document No. 20201120002078510 of the Deed Records of Collin County, Texas, and being more
particularly described as follows:
BEGINNING at a 5/8 inch iron rod found lying in the north right-of-way line of Houston Street
(variable width right-of-way) at the southeast corner of a tract of land conveyed to Thomas L.
Beazley, by deed recorded in Document No. 20171009001348550, Deed Records of Collin
County, Texas;
THENCE, N 02003'20" E, 667.79 feet to a 5/8 inch iron rod found at the northeast corner of said
Beazley tract;
THENCE, S 89009'51 " W, 169.90 feet to the northwest corner of said Beazley tract and lying in
the east line of a tract of land conveyed to Isleworth Management, Inc., by deed recorded in
Document No. 20170728000994210. Deed Records of Collin County, Texas;
THENCE, N 02003120" E, 1515.33 feet to a 5/8 inch iron rod found at the northeast corner of said
Isleworth Management tract and lying in the south line of Block A of Sweetwater Crossing, an
addition to the City of Anna, Collin County, Texas, according to the plat recorded in Volume R,
Page 197, Plat Records of Collin County, Texas;
THENCE, S 89022'44" E, 478.62 feet to the northwest corner of a tract of land conveyed to Mark
Fredrick Miller, by deed recorded in Document No. 20160318000324100, Deed Records of Collin
County, Texas;
THENCE, S 02003'20" W, 1703.79 feet to a 5/8 inch iron rod found at the northeast corner of a
tract of land conveyed to Richard Beazley, by deed recorded in Document No.
20170818001110510, Deed Records of Collin County, Texas;
THENCE, S 89009'51" W, 249.10 feet to a 5/8 inch iron rod found at the northwest corner of said
Beazley tract;
THENCE, S 02003120" W, 467.15 feet to a 5/8 inch iron rod found at the southwest corner of said
Beazley tract and lying in said north right-of-way line of Houston Street;
THENCE, S 89010'05" W, 60.08 feet to the POINT OF BEGINNING with the subject tract
containing 812,111 square feet or 18.644 acres of land.
COYOTE MEADOWS DEVELOPMENT AGREEMENT — Exhibit A
Final version 10.22.21
TRACT 3
BEING a tract of land situated in the Gwynn Morrison Survey, Abstract No. 559 and the Henry
Brantley Survey, Abstract No. 71, Collin County, Texas, being all of a tract conveyed to Isleworth
Management, Inc., by deeds recorded in Document No.'s 20130903001244000 and
20170728000994210 of the Deed Records of Collin County, Texas, collectively being more
particularly described as follows:
BEGINNING at the most southeastern corner of said Isleworth Management tract
(20130903001244000) and the northeast corner of a tract of land conveyed to Ralph E. Graham,
III and David J. Graham, by deed recorded in Document No. 20070413000503260, Deed Records
of Collin County, Texas;
THENCE, N 88005151 " W, 288.90 feet to the northwest corner of said Graham tract and lying in
the east right-of-way line of T and O Railroad;
THENCE, N 00046'23" E, 2167.43 feet along said T and O Railroad to the beginning of a non -
tangent curve to the left;
THENCE around said non -tangent curve to the left having a central angle of 07°55'44", a radius
of 3044.23 feet, a chord of N 03° 15'12" W - 420.94 feet, an arc length of 421.28 feet to the
southwest corner of a tract of land conveyed to Wal-Mat, Inc., by deed recorded in Volume 5844,
Page 1650, Deed Records of Collin County, Texas;
THENCE, S 89020'00" E, 189.36 feet to the beginning of a tangent curve to the right;
THENCE around a tangent curve to the right having a central angle of 19° 19'48", a radius of
930.00 feet, a chord of S 79°40'05" E - 312.27 feet, an arc length of 313.76 feet the southeast
corner of said Wal-Mat tract;
THENCE, N 20019' 16" E, 130.00 feet to the south line of Block A of Sweetwater Crossing, an
addition to the City of Anna, according to the plat recorded in Volume R, Page 197, Plat Records
of Collin County, Texas;
THENCE, S 89015'24" E, 558.34 feet to the northeast corner of said Isleworth Management tract
(20130903001244000) and common northwest corner of said Isleworth Management tract
(20170728000994210);
THENCE, S 89020'00" E, 381.91 feet to the northeast corner of said Isleworth Management tract
(20170728000994210) and the northwest corner of a tract of land conveyed to Gande-Suggala
Family Trust, by deed recorded in Document No. 20201120002078510, Deed Records of Collin
County, Texas;
THENCE, S 02003'20" W, passing at a distance of 1515.33 feet the northwest corner of a tract of
land conveyed to Thomas L. Beazley, by deed recorded in Document No. 20171009001348550,
COYOTE MEADOWS DEVELOPMENT AGREEMENT — Exhibit A
Final version 10.22.21
Deed Records of Collin County, Texas, and continuing a total distance of 2,183.04 feet to a 3/8
inch iron rod found at the southwest corner of said Beazley tract and lying in the north right-of-
way line of Houston Street (variable width right-of-way);
THENCE, S 89°06'33" W, along said north right-of-way line of Houston Street, passing at a
distance of 390.45 feet the southwest corner of said Is leworth Management tract
(20170728000994210) and common southeast corner of said Isleworth Management tract
(20130903001244000) and continuing a total distance of 759.84 feet to the beginning of a non -
tangent curve to the left;
THENCE around said non -tangent curve to the left having a central angle of 871 F 14", a radius
of 362.75 feet, a chord of S 45°30'53" W - 500.26 feet, an arc length of 552.00 feet;
THENCE, S 01055150" W, 105.17 feet to the POINT OF BEGINNING with the subject tract
containing 3,260,3 86 square feet or 74.848 acres of land.
TRACT 4
BEING a tract of land situated in the Gwynn Morrison Survey, Abstract No. 559, City of Anna,
Collin County, Texas, being all of a tract conveyed to Mark Frederick Miller, by deed recorded in
Document No. 20160318000324100, Deed Records of Collin County, Texas, with the subject tract
being more particularly described as follows:
BEGINNING at the southeast corner of said Miller tract and the common southwest corner of a
tract of land conveyed to Rodney Wayne Kanady, by deed recorded in Document No.
20170804001039210, Deed Records of Collin County, Texas and lying in the north right-of-way
line of Houston Street (variable width right-of-way);
THENCE, S 89010' 11 " W, 212.50 feet to the southeast corner of a tract of land conveyed to
Richard Beazley, by deed recorded in Document No. 20170818001110510, Deed Records of
Collin County, Texas;
THENCE, N 02°03'20" E, passing at a distance of 465.60 feet a 5/8 inch iron rod found at the
northeast corner of said Beazley tract and the most eastern southeast corner of a tract of land
conveyed to Gande-Suggala Family Trust, by deed recorded in Document No.
20201120002078510, Deed Records of Collin County, Texas, and continuing a total distance of
2169.39 feet to the northeast corner of said Gande-Suggala tract and lying in the south line of
Block A of Steelwater Crossing, an addition to the City of Anna, Collin County, Texas, according
to the plat recorded in Volume R, Page 197, Plat Records of Collin County, Texas;
THENCE, S 89018138" E, 402.24 feet to 1 /2 inch iron rod found at the northwest corner of a tract
of land conveyed to David and Nely Johnson Revocable Trust, by deed recorded in Document No.
20181126001443680, Deed Records of Collin County, Texas;
COYOTE MEADOWS DEVELOPMENT AGREEMENT —Exhibit A
Final version 10.22.21
THENCE, S 02012'50" W, 867.04 feet to the southwest corner of said Johnson tract and the
northwest corner of a tract of land conveyed to Mahavir Semwal and Vandana Semwal, by deed
recorded in Document No. 20150629000780840, Deed Records of Collin County, Texas;
THENCE, S 01057136" W, 723.11 feet to a point at the northeast corner of said Kanady tract;
THENCE, N 8705711911 W, 188.81 feet to a point at the northwest corner of said Kanady tract;
THENCE, S 02002'42" W, 578.10 feet to the POINT OF BEGINNING with the subject tract
containing 758,978 square feet or 17.424 acres of land.
COYOTE MEADOWS DEVELOPMENT AGREEMENT — Exhibit A
Final version 10.22.21
Exhibit B
DEVELOPMENT REGULATIONS FOR COYOTE MEADOWS
("Development Agreement" as used in these Development Regulations refers to that certain
Coyote Meadows Development Agreement to which this document is attached as Exhibit B. The
permitted uses and standards for development of the Property shall be in accordance with the SF-
Z Single -Family Residence District - Zero lot line homes, SF-TH Townhome District, and SF-60
Single -Family Residence District of the Zoning Ordinance and applicable City Regulations, except
as amended and modified in these Development Regulations and in the Development Agreement.
(For the purpose of this document deletions of certain Zoning Ordinance provisions that are not
applicable are indicated in Section II below in text and additions or changes (i.e.,
added or revised development standards that are in addition to or differ from the Zoning
Ordinance) are indicated with underlined Green text in Section II. Section I below lists provisions
that are either in addition to or differ from and supersede the Zoning Ordinance to the extent of
any conflict.)
Disclaimer: Zoning Ordinance modifications set forth herein are specifically related to the
Property associated with the Development Agreement and shall not apply to any additional areas
within or outside of the city limits.
I. Illustrative Layout; Conflicts and General Terms.
1. Development shall generally comply with Exhibit 1 — "Illustrative Layout" to these
Development Regulations. Where there is a conflict between the Illustrative Layout and these
Development Regulations, these Development Regulations shall control.
2. Details on a Concept Plan that differ from the Illustrative Layout which do not alter the basic
relationship of the proposed development to adjacent property and which do not alter the uses
permitted or increase the density, building height, or coverage of the site and which do not
decrease the off-street parking ratio, reduce the yards provided at the boundary of the site, all
as indicated in these Development Regulations, may be authorized by the City Council as part
of the zoning process. The City Council will approve a Concept Plan if the plan conforms to
these Development Regulations.
3. A preliminary plat shall suffice in place of a required development plan and/or detailed site
plan. A plat may be submitted for the total area of the Property or for any section or part shown
on the Concept Plan. The requirement to submit a development plan or detailed site plan is
expressly waived.
4. Where there is a conflict between these Development Regulations and the City's Zoning
Ordinance, these Development Regulations shall control.
5. Terms that are not defined in these Development Regulations shall have the meanings ascribed
to such terms in the City's Zoning. Ordinance or the Development Agreement, as applicable.
COYOTE MEADOWS DEVELOPMENT AGREEMENT — Exhibit B
Final version 10.22.21
When there is a conflict between the City's Zoning Ordinance and the Development
Agreement, the Development Agreement shall control.
6. Maximum number of lots:
A. Maximum number of residential lots (combined total of SF-60, SF-Z and SF-TH,
but not including common area or open space lots): 731 lots.
B. Minimum number of SF-60 lots: 250 lots.
C. Maximum number of SF-Z lots: 309 lots.
D. Maximum number of SF-TH lots: 154 lots.
7. North of Houston Street, SF-TH lots shall be setback a minimum of 70 feet from the edge of
the Dallas Area Rapid Transit (DART) rail line right-of-way. South of Houston Street, SF-TH
lots shall be setback a minimum of 25 feet from the edge of the Dallas Area Rapid Transit
(DART) rail line right-of-way.
8. Fencing: All fences on the portion(s) of a residential lot adjacent to an open space/common
area lot(s), with the exception of lots backing and/or siding to required HOA lots adjacent to
major thoroughfares and/or lots adjacent to or facing the Dallas Area Rapid Transit (DART)
rail line right-of-way, must be ornamental metal fences, such as wrought iron or tubular steel.
Fences constructed between residences may be wood. All wood privacy fencing between
residences shall be at least six feet in height. Wood fencing shall be stained and sealed. Plastic
and chain link fencing is prohibited.
9. Private Amenities:
A. The open space/common area lots shall be provided in the general location shown
on the Illustrative Layout; provided, however, that the final locations of the open
space/common area lots shall be determined at the time of Concept Plan approval by
the City Council, and may be approved in phases per platting approval by the City
Council. The City Council may approve variations to the location/layout, size and/or
boundaries of the open space/common area lots as part of plat approval.
i. The linear open space/common area lots (minimum 10.3 acres in the
aggregate) shall include landscaping, benches, trash receptacles, pet waste
stations, and a trailhead with either a playground, pavilion, or similar gathering
area serving residents of the subdivision. Such linear open space/common area
shall have a maximum slope of 10% and shall be exclusive of street and alley
rights -of -way, individually platted residential lots without open space
easements, private yards and patios.
COYOTE MEADOWS DEVELOPMENT AGREEMENT — Exhibit B
Final version 10.22.21
B. The location of the trail system shall be in general conformance with the
Illustrative Layout; provided, however, that the final locations of the trail system
shall be determined at the time of Concept Plan approval by the City Council, and
may be approved in phases per platting approval by the City Council. The City
Council may approve variations to the locations of the trail system as part of plat
approval.
a. Primary trails (as generally shown on the Illustrative Layout and as
may be modified in the Concept Plan or as part of plat approval) shall
be a minimum 10 feet.
b. Secondary trails (as generally shown on the Illustrative Layout and as
may be modified in the Concept Plan or as part of plat approval) shall
be a minimum 5 feet.
C. For the development area south of Houston Street a pocket park with a minimum
of 3.0 acres shall be provided in addition to the minimum 103acre linear open
space/common areas required pursuant to subsection 9(A)(i) above.
D. A private amenity center facility shall be provided as part of the development.
The amenity center facility shall include, at a minimum, a pool, bathroom facilities,
guest parking, and associated improvements.
E. Open space/common area lots shall be privately owned and maintained by a
homeowners' association.
F. The trail system shall be accessible and open to the general public. The remaining
open space/common area lots and amenities located within such areas may be reserved
for private use, at the property owner's discretion.
10. Infrastructure Improvements
A. Within the area of development north of Houston Street and south of Rosamond
Parkway, the north/south R.O.W. proposed along the eastern edge of the linear open
space shall be a single load street as shown on the Illustrative Layout.
B. The City agrees to cooperate with the property owner or developer to facilitate the
realignment of FM 2862 (Houston Street) and N. Sherley Avenue to allow a T
intersection as shown on the Illustrative Layout.
II. ARTICLE 9.04 ZONING ORDINANCE
1. Sec. 9.04.015 SF-TH Townhome District
COYOTE MEADOWS DEVELOPMENT AGREEMENT — Exhibit B
Final version 10.22.21
(d) Height and area regulations.
(2) Minimum lot sizes for townhouses and zero lot line houses shall be
2,600 square feet per dwelling unit.
2. Sec. 9.04.033 Special uses
(e) Patio homes. (Applies to the SF-Z lots only
(1) Location on lot. Patio home developments shall be developed as a center load
product with a minimum 5-foot side yard setback. giQrp ]At Unix 16nman. Onia
The
combined area of all structures shall not exceed 65% of the lot area.
(4) Side yard setback. The minimum side yard shall be -sere five feet�e.P.Pt. thia.4%,
FF
Hilmlim ACID FAiQt:FX8jn all
I&A %.IIL J.0w JLW%O%l JLL �r nfgAnlarA,31, Ilifite. 0 %Q4 %dj a, e- efflt te a street-.
(6) Lot area. The minimum lot area for any development lot for patio homes shall
bed 4, 800 feet.
(9) Parkin .Two off-street spaces per dwelling unit plus 1/2 space per dwelling
unit for visitor parking within 600 feet of each dwelling unit. The visitor parking
requirements may be eliminated or reduced at the time of site plan or subdivision
COYOTE MEADOWS DEVELOPMENT AGREEMENT — Exhibit B
Final version 10.22.21
plat approval with a finding that there is adequate on -street parking for visitors.
(I1)
%PMI6anIPtqQ flap,
3. Sec. 9.04.034 Supplementary district regulations
(e)
Residential architectural standards.
(3) Garages for SF-60 lots only (this provision shall not apply to SF-Z or SF-TH
lots).
On front entry garages the face of a garage may not: (i) be extended more than ten
feet beyond the remainder of the front elevation of the primary living area of a
house; or (ii) be over 60% of the total frontage width of a house except where swing
drives ("J" drives) are used. Porches or columns are not considered part of the front
elevation of the primary living area.
(4) Building articulation. At least four facade articulation techniques are required
on each single-family home to add architectural variety and interest to a building.
The following features shall be acceptable techniques of exterior articulation.
(A) A base course or plinth course; banding, moldings, or stringcourses;
quoins; oriels; cornices; arches; balconies; brackets; shutters; keystones;
dormers; louvers as part of the exterior wall construction. (Quoins and banding
shall wrap around the corners of the structure for at least two feet.)
(B) Horizontal banding continuing the length of the wall that faces a street,
or other similar highly visible areas.
P
. The use of at least two different material tykes
on the front elevation with a minimum of ten percent coverage of the non -primary
material type. For example, the use of both brick and stone on the front elevation with
a minimum of ten percent coverage of the non -primary element. The two different
material lypes may be provided using different styles of siding (e.g., horizontal lap
siding, board and batten siding, shake siding, and multiple width lap siding)that
COYOTE MEADOWS DEVELOPMENT AGREEMENT -- Exhibit B
Final version 10.22.21
,provide differentiation from the primary cladding cladding for a minimum of ten percent
coverage of the front elevation. For example, the use of both (i) shake, and (ii) board
and batten siding, with a minimum of ten percent coverage of the non -primary siding
style. If more than two different material types are provided with a minimum of ten
percent coverage for at least two of the non -primary material lyl2es (e.g., for siding:
provides differentiation from the primary cladding with at least two different siding
styles), the exterior cladding may be counted to satisfy up to two of the four required
facade articulation techniques.
(D) Front porch of at least 50 square feet.
(E) The installation of at least two (2) coach lights.
(F) Other techniques for building articulation can be substituted if administratively
approved by the administrative official.
(G) Picture framed windows.
(H) Front door made primarily with glass material.
(I) A farmhouse style garage door or use of hardware to enhance or augment the
garage door.
(6) Masonry content.
LA
I Masonry Content for SF-601ots and SF-Z lots.
i. For at least twenty percent 25%) of the SF-60 lots and at least twenty
five percent 25%) of the SF-Z lots:
a. The exterior walls (excluding windows, doors, covered patios, and
porches) on the front elevation and side elevations of single-family
homes shall be 100 percent masonry below the highest plate line. The
rear elevation does not have a minimum masonry percentage
requirement.
ii. In addition to the homes that satisfy the requirements of subsection 6(A)(i)
above, for at least twenty-five percent 25%) of the SF-60 lots and at least
twenty-five percent (25%) of the SF-Z lots:
The exterior walls (excluding windows, doors, covered
patios, and porches) on the front elevation of single-family
homes shall be at least 50 percent masonry. The side and rear
elevations do not have a minimum masonry percentage
COYOTE MEADOWS DEVELOPMENT AGREEMENT — Exhibit B
Final version 10.22.21
requirement. Side elevations facing public right-of-way or
common areas shall provide at least two articulation
techniques from the list in subsection 9.04.034(e)(4) (as
modified in these Development Regulations).
ili. Architectural trim features such as dormers or gables shall not be subject to
the masonry requirements. Therefore, these features shall not be counted as
exterior wall surface when calculatiniz the numerator or the denominator for
the masonry requirement and may be located on any wall surface.
iv. For any single-family homes located on a SF-60 lot or a SF-Z lot that do not
meet the requirements of either subsection 6(A)(i) or 6(A)(ii), the front
elevation of those homes shall provide at least two different material types for
the front elevation (with a minimum of ten percent coverage of the non -
primary material type) as one of its building articulation techniques per
subsection 9.04.034(e)(4)(C) (as modified in these Development Regulations).
The remaining elevations do not have any material requirements.
V. Second floor Dutch gable roof elements are not required to be masoncy if set
back at least 3 feet from the first -floor front elevation vertical plane.
vi. Exceptions to the residential architectural standards in this subsection may
only occur after application and review by the planning and zoning
commission and approval by the city council by specific use permit.
LW Masonry Content for SF-TH.
The exterior walls (excluding windows and doors) on the front elevation of
any residential building shall be at least 30 percent masonry, including all
stories that make-up the front elevation. The remaining elevations do not have
any masonry requirements. For purposes of this requirement, if multiple
residential units are attached, they shall all be considered a part of the same
building so that the 30 percent masonry percentage requirement is calculated
based upon the front elevation of all units that are attached (and not on a unit -
by -unit basis).
il. Architectural trim features such as dormers or gables shall not be subject
the masonry requirements. Therefore, these features shall not be counted as
exterior wall surface when calculating the numerator or the denominator for
the masonry requirement and may be located on any wall surface.
ill. Second or third floor Dutch gable roof elements are not required to be masonry
if set back at least 3 feet from the first -floor front elevation vertical plane.
COYOTE MEADOWS DEVELOPMENT AGREEMENT — Exhibit B
Final version 10.22.21
iv. Exceptions to the residential architectural standards in this subsection may
only occur after application and review by the planning and zoning
commission and approval by the city council by specific use permit.
NLM�-
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4. APPENDIX 1. ZONING DISTRICT AREA REGULATIONS
Each lot type shall be developed in accordance with the area regulations contained in Table
1 below.
TABLE 1
(SF-60)
(SF-Z)
(SF-TH)
Maximum Height (feet)
3 5'
3 5'
351
Side Yard, Interior (feet)
(.051
La-} 5'
(b)
Side Yard, Corner Lot, Street Side
10'
-10'
- -' 10,
Rear Yard (feet)
20'
20'
25' 20'
Front Yard (feet)
�5' 20'
20'
20'
COYOTE MEADOWS DEVELOPMENT AGREEMENT — Exhibit B
Final version 10.22.21
Lot Area(feet)6
000
4�
4 800
''2,600
per unit
Min. Lot Width (feet)
50'
409'
26'
Min. Lot Depth (feet)
1209
-189-120'
-9-100'
Max. Lot Coverage (%)
° 5 5 %,
5 5 %
60%
Building1
Size(square feet )
Ro
N1200
1 ,500
(b) 44feet 10 feet between ends of buildings.
ARTICLE 9.06 LANDSCAPE REGULATIONS
1. Sec. 9.06.006 Minimum landscaping requirements
(d) Single-family and duplex lots and subdivisions.
(1) For all SF-60 and SF-Z lotsjr ,builders shall
be required to plant one large tree& (minimum of three-inch caliper and seven
feet high at time of planting) per lot prior to obtaining a certificate of occupancy.
. For all SF-TH lots,
builders shall be required to plant a minimum of one large tree(minimum of three-
inch caliper and seven feet height at time of planting) per every two units. Existing
quality trees of at least three-inch caliper size located on an SF-60, SF-Z, or SF-TH
lot shall count to meet this standard if appropriate tree protection measures have
been followed.
(2) Requirements for single-family residential lots. Three-inch caliper
trees selected from the large tree list in this article shall be planted on all single-
family residential, 8+ , and town home lots. "+ 'oAene Of t iWazrroa ~^.•�+
. The following minimum standards apply:
Single -Family Residential - 60 (SF-60)
� 1 trees
Single -Family Residential -Zero Lot Line (SF-Z)
� 1 trees
Single -Family Residential- Town Home (SF-TH)
1 tree every 2 units
COYOTE MEADOWS DEVELOPMENT AGREEMENT — Exhibit B
Final version 10.22.21
f4l For all open space/common area parcels, developers shall be required to plant
one large tree (minimum of three-inch caliper and seven feet high at the time of
planting) per 40 linear feet, or portion thereof, of public street frontage along such
open space/common area lot. Trees maygrouped or clustered to facilitate site
design.
�Q Minor modifications: The Director of Development Services or his/her
designee is authorized to administratively pprove modifications to landscaping
requirements necessitated by conflicting requirements for public or franchise
utilities or drainage improvements.
COYOTE MEADOWS DEVELOPMENT AGREEMENT — Exhibit
Final version 10.22.21
Exhibit 1 to Development Regulations for Coyote Meadows
Illustrative Layout
(see attached)
COYOTE MEADOWS DEVELOPMENT AGREEMENT — Exhibit B
Final version 10.22.21
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Final version 10.22.21
Exhibit C
DEPICTION "r LIFT STATION IMPROVEMENTS
(see attached)
COYOTE MEADOWS DEVELOPMENT AGREEMENT —Exhibit C
:IM CiKUYE __
--- - -- -------------------- — -------- -KOSAMONDPKWY
-
F IMPROVEMENTS -SANITARY SEWER
710N
41N
ING PERMIT AND CONSTRUCT CROSSING
NER AT HIGHWAY 5
,TED ON THE EAST SIDE OF HIGHWAY 5
PaoP. u�r
1 /^STATION
PROP. 120' R041
DEDICATION
o
COYOTE MEAI�O�V�
E��IIEIT C
I�EI'ICTION OF LIFT STATION
IMPROVEMENTS
10/22/21
SEI # 21.123
Final version 10.22.21
Exhibit D
DEPICTION OF ROADWAY DEDICATION
(see attached)
COYOTE MEADOWS DEVELOPMENT AGREEMENT -Exhibit D
700
0
50
id0
200
i Inch
=
100ft.
t�
t
EDICATION
&0/22/21
Final version 10.22.21
Exhibit E
DEPICTION OF ROAllWAY IMPROVEMENTS
(see attached)
COYOTE MEADOWS DEVELOPMENT AGREEMENT —Exhibit E
u:T
E SUBGRADE
NALK WITH BARRIER —FREE RAMPS AT INTERSECTIONS
i, JUNCTION BOXES, HEADWALLS AND
m
ao
a
ao
eo
Leo
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®
80R.
Lti-fnmw rcw
(sty teo}
COYOTE I�IE.AI�OS
E�HI�IT E
I)EPICTION OF ROADWAY
IMPROVEMENTS
10/22/21
5EI # 21123
Final version 10.22.21
Exhibit F
FORM OF ANNEXATION PETITION
PETITION REQUESTING ANNEXATION BY AREA LANDOWNERS
TO THE MAYOR AND CITY COUNCIL OF THE CITY OF ANNA, TEXAS:
The undersigned owners of the hereinafter described tract of land voluntarily request and
petition your honorable City Council to extend the present city limits to include as part of the
City of Anna, Texas (the "City"), the following described territory, to wit:
[Here descf°ibe the area covered by the petition]
We certify that the above -described tract of land is within the City's extraterritorial jurisdiction,
and that this petition is signed and duly acknowledged by each and every person having an
ownership interest in said land.
Signed:
THE STATE OF TEXAS §
COUNTY OF COLLIN §
BEFORE ME, the undersigned authority, on this day personally appeared
, and
known to me to be the persons whose names are
subscribed to the foregoing instrument and each acknowledged to me that he or she executed the
same for the purposes and consideration therein expressed.
Given under my hand and seal of office, this day of , 20
Notary Public in and for
The State of Texas
COYOTE MEADOWS DEVELOPMENT AGREEMENT —Exhibit F
Final version 10.22.21
Exhibit G
OPEN SPACE PLAN
(see attached)
COYOTE MEADOWS DEVELOPMENT AGREEMENT —Exhibit G
Final version 10.22.21
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Final version 10.22.21
O C -r Mneomv
ww�ixw,� A.VA, Tears
Inn
COYOTE MEADOWS DEVELOPMENT AGREEMENT —Exhibit B
Final version 10.22.21
Exhibit C
DEPICTION OF LIFT STATION IMPROVEMENTS
(see attached)
COYOTE MEADOWS DEVELOPMENT AGREEMENT — Exhibit C
Final version 10.22.21
Vz
CONNECT TO
EXISTING VIM-.0LE
V
ISPIARS
ENGINEERING & SURVEYING
765C"wRuadSmote 100 - P'600JXMI75 - 972A22D97?
18pf146FZ1;! - 1eipSN01-1coo,w - +iwvrtpiwsvqcom
COYOTE MEADOWS DEVELOPMENT AGREEMENT — Exhibit C
N
W*E
S
100 0 50 tco m
-m-m-
kch - 1D.211
L
glI i p$) i
I
ELM GROVE
--Q a �, _ __ _J� ____L_ _.�_
MAN
------- ------------- - - - - ------------------------ - --- - - ----------------------------- - --- PROP. LIFT
- -- ---
STAPON
------ ----
------ - -- -----
71iPROP. 120' ROW
DEDICATIM
I
lot
----------
J, --j
SCOPE OF IMPROVEMENTS — SANITARY SEWER
CONSTRUCT NEW LIFT STATION
Z400 LF OF 6' FORCE MAIN
OBTAIN RAIL ROAD CROSSING PERMIT AND CONSTRUCT CROSSING
CONNECT TO E)aSTENG SEWER AT HIGHWAY 5
(ASSUMES SEWER IS LOCATED ON THE EAST SIDE Of HIGHWAY 5
COYOTE MEADOWS
EXHIBIT C
DEPICTION OF LIFT STATION
IMPROVEMENTS
10/22/21
SE1 # 21.123
Final version 10.22.21
Exhibit D
DEPICTION OF ROADWAY DEDICATION
(see attached)
COYOTE MEADOWS DEVELOPMENT AGREEMENT — Exhibit D
Final version 10.22.21
N
W E
S
IN 0 50 100 100
1 4 - ,00n.
�I 1,
r
� 40
Iv OAS
r
at i
I
ELM GROYk f
---- --- --- ---- -- — DSO' RCw.) -- --- -- --- --- -- - - -.J,
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e.4 Ac. (2-32.525 s.F.) —----------•--�._�- -` POP 111c, Rv1Y
prmlip
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n• sw� s.. est � - — -- - - -- �_ � 1, �� +,, ��� T� @t d ww • r
►"a be. aootcctox i -` f �
COYOTE MEADOWS
EXHIBIT D
DEPICTION OF ROADWAY
DEDICATION
S P I A R S 10,22,21
ENGINEERING & SURVEYING Ala#2L123
:65L4sccrRc•r...utt tqp �I.np Tr7iVi� J'2-.i.UI%:
*T3P: N. � 1::' T£t�� �1r, i t04xi!9G rhn�r��;,!:c•4 t-r•
COYOTE MEADOWS DEVELOPMENT AGREEMENT - Exhibit D
Final version 10.22.21
Exhibit E
DEPICTION OF ROADWAY IMPROVEMENTS
(see attached)
COYOTE MEADOWS DEVELOPMENT AGREEMENT — Exhibit E
Final version 10.22.21
T%
SPIARS
ENGINEERING & SURVEYING
;6i lvitei kl>*a 5.(c 100 - w.tn) nf 7wi5 0.�'?
16F* NL I V.2- I - T81 PIS Nr. - 10043 100 - 4W.Iwn z
COYOTE MEADOWS DEVELOPMENT AGREEMENT — Exhibit E
N
W*E
S
1* 0 40 80 ISO
r
1 rn6 BDft.
XM
I J_
SCOPE OF IMPROVEMENTS - PAVING AND DRAINAGE COYOTE MEADOWS
2.5DO LF or a* CONCRETE PAVEMENT, 25' WOE
2.5DO LF OF 8' INICK UME SUBGRADE E YCHIBIT E
2.500 LF OF 5* MDE SIDEWALK WITH BARRIER -FREE RAMPS AT tNUSECTIONS DEPICTION OF ROADWAY
STORM SEWER PIPE, iNLETS. JUNCTION BOXES, HEADWALLS; AND
GRADE -TO -DRAIN SWALES AS SHOYM IMPROVE IVIE NTS
10/22/21
SE1 # 21.123
Final version 10.22.21
Exhibit F
FORM OF ANNEXATION PETITION
PETITION REQUESTING ANNEXATION BY AREA LANDOWNERS
TO THE MAYOR AND CITY COUNCIL OF THE CITY OF ANNA, TEXAS:
The undersigned owners of the hereinafter described tract of land voluntarily request and
petition your honorable City Council to extend the present city limits to include as part of the
City of Anna, Texas (the "City"), the following described territory, to wit:
[Here describe the area covered by the petition]
We certify that the above -described tract of land is within the City's extraterritorial jurisdiction,
and that this petition is signed and duly acknowledged by each and every person having an
ownership interest in said land.
Signed:
THE STATE OF TEXAS §
COUNTY OF COLLIN §
BEFORE ME, the undersigned authority, on this day personally appeared
and
known to me to be the persons whose names are
subscribed to the foregoing instrument and each acknowledged to me that he or she executed the
same for the purposes and consideration therein expressed.
Given under my hand and seal of office, this day of 920
Notary Public in and for
The State of Texas
COYOTE MEADOWS DEVELOPMENT AGREEMENT — Exhibit F
Final version 10.22.21
Exhibit G
OPEN .SPACE PLAN
(see attached)
COYOTE MEADOWS DEVELOPMENT AGREEMENT Exhibit G
Final version 10.22.21
r1m,
COYOTEMEADOW
ANNA, TFXILS
G. - 0,r-, S." P.
COYOTE MEADOWS DEVELOPMENT AGREEMENT — Exhibit G
Filed and Recorded
official Public Records
Stacey Kemp, County Clerk
Collin County, TEXAS
01/24/2022 01:32:08 PM
$226.00 TBARNETT
20220124000125410
r
Filed and.Recorded
official Public Records
Stacey Kemp, County Clerk
Collin County, TEXAS
01/24/2022 01:32:08 PSI
$226.00 TBARNETT
20220124000125410
r'
STACEY KEMP
COUNTY CLERK
Cashier TBARNETT
Customer CITY OF ANNA
PO BOX 776
ANNA, TX 75409
COLLIN COUNTY, TEXAS
STACEY KEMP
2300 Bloomdale Rd, Suite 2104
McKinney, TX 75071
972-548-4185
Receipt for Services
Batch # 2376518
Date: 01/24/2022 Time: 01:32:08PM
Date Instrument No Document Type Transaction Type GF Number 1'g/Amt
1/24/2022 1:32:08PM 20220124000125410 AG
AG
1 /1 /1900 12:00:OOAM PUBLIC
PUBLIC
51
Total• 226.00
0
Copy - File stamp 0,p
Total: 0.50
Fee Totat 226.50
CREDIT 100235585085 226.50
Payment Totat
226.50
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