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Home My WebLink AboutCDC-EDCpkt2022-04-07IMPORTANT LEGAL NOTICE: The Corporation may vote and/or act upon each of the items listed in this agenda. The Corporation reserves the right to retire into executive session concerning any of the items listed on this agenda, whenever it is considered necessary and legally justified under the Open Meetings Act. Disabled persons who want to attend this meeting and who may need assistance should contact the City Secretary at 972-924-3325 two working days prior to the meeting so that appropriate arrangements can be made. MEETING AGENDA ANNA COMMUNITY DEVELOPMENT CORPORATION AND ANNA ECONOMIC DEVELOPMENT CORPORATION Thursday, April 7, 2022 @ 6:00 PM The EDC/CDC of the City of Anna will meet at 6:00 PM, on April 7, 2022 at the Anna Fire Station Conference Room, located at 305 South Powell Parkway (Hwy 5), to consider the following items below. 1.Call to Order, Roll Call and Establishment of Quorum. 2.Invocation and Pledge of Allegiance. 3.Neighbor Comments. Persons may address the Board of Directors on items not on the agenda; please observe the time limit of three (3) minutes. Members of the Board cannot comment on or deliberate statements of the public except as authorized by Section 551.042 of the Texas Government Code. 4.Consent Agenda a.Approve minutes from the March 3, 2022, Joint Community Development Corporation and Economic Development Corporation Meeting. (CDC) b.Approve minutes from the March 3, 2022, Joint Community Development Corporation and Economic Development Corporation Meeting. (EDC) 5.Individual Consideration a.Consider/Discuss/Action on a Resolution approving an Amendment to a contract with Carey Cox Real Estate for real estate representation. (EDC and CDC) b.Consider/Discussion/Action on electing a President. (EDC and CDC) c.Consider/Discuss/Action on electing a Vice-President. (EDC and CDC) d.Consider/Discuss/Action on a Resolution terminating Covenants, Conditions, and Restrictions (CCRs) for Anna Business Park. (CDC) IMPORTANT LEGAL NOTICE: The Corporation may vote and/or act upon each of the items listed in this agenda. The Corporation reserves the right to retire into executive session concerning any of the items listed on this agenda, whenever it is considered necessary and legally justified under the Open Meetings Act. Disabled persons who want to attend this meeting and who may need assistance should contact the City Secretary at 972-924-3325 two working days prior to the meeting so that appropriate arrangements can be made. e.Consider/Discuss/Action on a Resolution terminating Covenants, Conditions, and Restrictions (CCRs) for Anna Business Park. (EDC) 6.Director's Report. a.ICSC Red River Review b.Strategic Plan Update c.Financial Report/Sales Tax Update d.Downtown Update 7.Closed Session. a.Deliberate regarding the purchase, exchange, lease, or value of real property. (Tex. Gov’t Code §551.072) possible property acquisition; possible land sale/purchase; Anna Business Park. b.Consult with legal counsel on matters in which the duty of the attorney to the governmental body under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas clearly conflicts with Chapter 551 of the Government Code (Tex. Gov’t Code §551.071) ; Grant program; Lease agreement and professional services contract. c.Discuss or deliberate Economic Development Negotiations: (1) To discuss or deliberate regarding commercial or financial information that the Board of Directors has received from a business prospect that the Board of Directors seeks to have locate, stay, or expand in or near the territory of the City of Anna and with which the Board is conducting economic development negotiations; or, (2) To deliberate the offer of a financial or other incentive to a business prospect described by subdivision (1). (Tex. Gov’t Code §551.087) Anna Business Park Property; potential commercial, retail, and medical projects. 8.Reconvene into open session and take any action on closed session items. 9.Receive reports from staff or Board Members about items of community interest. Items of community interest include: expressions of thanks, congratulations, or condolence; information regarding holiday schedules; an honorary or salutary recognition of a public official, public employee, or other citizen (but not including a change in status of a person's public office or public employment); a reminder about an upcoming event organized or sponsored by the governing body; information regarding a social, ceremonial, or community event organized or sponsored by an entity other than the governing body that was attended or is scheduled to be attended by a member of the governing body or an official or employee of the municipality; and announcements involving an imminent threat to the public health and safety of people in the municipality that has arisen after posting of the agenda. 10.Adjourn. This is to certify that I, Joey Grisham, Director, posted this agenda at a place readily accessible to the public at the Anna City Hall and on the City Hall bulletin board at or before 5:00 p.m. on April 4, 2022. Joey Grisham, Director of Economic IMPORTANT LEGAL NOTICE: The Corporation may vote and/or act upon each of the items listed in this agenda. The Corporation reserves the right to retire into executive session concerning any of the items listed on this agenda, whenever it is considered necessary and legally justified under the Open Meetings Act. Disabled persons who want to attend this meeting and who may need assistance should contact the City Secretary at 972-924-3325 two working days prior to the meeting so that appropriate arrangements can be made. Development Item No. 4. EDC/CDC Agenda Staff Report Meeting Date:4/7/2022 Staff Contact: AGENDA ITEM: Consent Agenda SUMMARY: STAFF RECOMMENDATION: ATTACHMENTS: Item No. 4.a. EDC/CDC Agenda Staff Report Meeting Date:4/7/2022 Staff Contact: AGENDA ITEM: Approve minutes from the March 3, 2022, Joint Community Development Corporation and Economic Development Corporation Meeting. (CDC) SUMMARY: STAFF RECOMMENDATION: ATTACHMENTS: 1.March 3 2022 CDC EDC Joint Meeting Minutes_FINAL Officers: Staff: Anthony Richardson, President Joey Grisham, Director of Economic Development Bruce Norwood, Vice-President Taylor Lough, Assistant Director of Economic Development Rocio Gonzalez, Secretary Kimberly Garduno, Economic Development Coordinator Anna Community Development Corporation and Anna Economic Development Corporation Meeting Minutes Thursday, March 3, 2022, at 6:00 pm City of Anna Fire Station EOC Conference Room 305 S. Powell Parkway, Anna, Texas 75409 The Anna Community Development Corporation and the Anna Economic Development Corporation conducted a meeting at 6:00 p.m. on Thursday, March 3, 2022, at the Anna Fire Station EOC Conference Room, located at 305 S. Powell Parkway (Highway 5) Anna, Texas 75409. A video recording of the open session portions of the meeting may be viewed online at the City of Anna’s website: https://www.annatexas.gov/962/AgendasMinutes CDC and EDC Board Members Present: Anthony Richardson, Bruce Norwood, Michelle Hawkins, Rocio Gonzalez, and Kylee Kelley CDC and EDC Board Members Absent: Shane Williams. Others Present: Joey Grisham (Director of Economic Development), Kimberly Garduno (Economic Development Coordinator), Clark McCoy (Attorney) and Lee Miller (Mayor Pro Tem). 1. Call to Order. Roll Call and Establishment of Quorum. The meeting was called to order by Board President Anthony Richardson at 6:09 p.m. 2. Invocation and Pledge of Allegiance. Invocation and Pledge of Allegiance were led by Anthony Richardson. 3. Recognition of Board President Anthony Richardson for his exemplary service to the City of Anna and EDC/CDC Board. Joey Grisham presented Anthony Richardson with a recognition plaque for his service. 4. Neighbor Comments. None. 5. Consent Agenda. a. Consider/Discuss/Act on approving minutes from the February 10, 2022, Joint Community Development Corporation and Economic Development Corporation Special-Called Meeting. (CDC) Officers: Staff: Anthony Richardson, President Joey Grisham, Director of Economic Development Bruce Norwood, Vice-President Taylor Lough, Assistant Director of Economic Development Rocio Gonzalez, Secretary Kimberly Garduno, Economic Development Coordinator b. Consider/Discuss/Act on approving minutes from the February 10, 2022, Joint Community Development Corporation and Economic Development Corporation Special-Called Meeting. (EDC) Rocio Gonzalez identified a misspelling of Shane Williams’s last name on Page 3 of Agenda item 5 c. Rocio Gonzalez made a motion on behalf of the CDC and EDC to approve the consent agenda with modification. Michelle Hawkins seconded the motion. All were in favor. Motion passed. 6. Individual Consideration a. Consider/Discuss/Act on accepting the resignation of Anthony Richardson from the CDC and EDC Board. (CDC and EDC) Mr. Richardson is moving outside the city limits and can no longer fulfill the residency requirements to serve on the CDC/EDC Board and therefore submitted a resignation letter Michelle Hawkins made a motion on behalf of the CDC and EDC Board to accept the resignation of Anthony Richardson from the Board of Directors. Bruce Norwood seconded the motion. All were in favor with Anthony Richardson abstaining from the vote. Motion passed. 7. Director’s Report a. ICSC ReCON and ICSC Red River The ICSC Red River show will take place March 30 – April 1st and will be in Dallas this year at the Kay Bailey Hutchison Convention Center. The Las Vegas Convention Center is the location for ICSC ReCON from May 21-24th. Several board members have expressed interest in attending both shows. b. Strategic Plan Updates The city of Anna was featured in two Bisnow articles. The Parmore Senior Living Project closed in February and the groundbreaking ceremony is scheduled for Tuesday, March 22. Staff will send invites to board members who wish to attend the ceremony. Additional updates include finalizing the DCEO awards in April, drafting of a municipal use agreement for Downtown parking and discussions continue with John Rattan and Kimley Horn on the Rattan Ranch Project. c. Greater Anna Chamber of Commerce Banquet – April 2 The Chamber Banquet is scheduled for Saturday, April 2, at Anna High School. The EDC will have four tables for board members and staff. The following board members are confirmed plus a guest ticket for each: Bruce Norwood, Rocio Gonzalez, Shane Williams, Kylee Kelley and Michelle Hawkins. d. Downtown Updates Staff held a kickoff call with TNP concerning the implementation of a drainage study that is expected to be completed in May. Staff continues working on a draft DART municipal use agreement for Downtown parking and submitting a TIRZ participation package to Collin County. Joey Grisham stated that Freese and Nichols will update the City’s zoning ordinances, which includes Downtown. Officers: Staff: Anthony Richardson, President Joey Grisham, Director of Economic Development Bruce Norwood, Vice-President Taylor Lough, Assistant Director of Economic Development Rocio Gonzalez, Secretary Kimberly Garduno, Economic Development Coordinator Since there is a funding gap, Joey inquired if the CDC board is interested in providing funding. Staff will place the budget request on a future agenda item for board approval. e. Retail Market Study Update Navi Retail’s presentation outlining their status updates was included in the packet. Since December, phases 1 – 3 have been completed and Navi Retail is finishing up Phase 4. This phase includes combining reports and market findings to present to the CDC/EDC Board. Navi Retail is also working with staff to setup recruitment meetings at ICSC and plan to schedule a workshop (Phase 5) depending on board members availability. 8. CLOSED SESSION (exceptions): a. Deliberate regarding the purchase, exchange, lease, or value of real property. (Tex. Gov’t Code §551.072) possible property acquisition; possible land sale/purchase; Anna Business Park. b. Consult with legal counsel on matters in which the duty of the attorney to the governmental body under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas clearly conflicts with Chapter 551 of the Government Code (Tex. Gov’t Code §551.071) ; Grant program; Lease agreement and professional services contract. c. Discuss or deliberate Economic Development Negotiations: (1) To discuss or deliberate regarding commercial or financial information that the Board of Directors has received from a business prospect that the Board of Directors seeks to have locate, stay, or expand in or near the territory of the City of Anna and with which the Board is conducting economic development negotiations; or, (2) To deliberate the offer of a financial or other incentive to a business prospect described by subdivision (1). (Tex. Gov’t Code §551.087) Anna Business Park Property; potential commercial, retail, and medical projects. Bruce Norwood made a motion to enter closed session. Anthony Richardson seconded the motion. All were in favor. Motion passed. CDC Board entered closed session at 6:38 p.m. 9. Reconvene into open session and take any action on closed session items. Rocio Gonzalez made a motion to reconvene into open session. Kylee Kelley seconded the motion. All were in favor. Motion passed. The CDC reconvened into open session at 6:45 p.m. 10. Receive reports from staff or Board Members about items of community interest. None. 11. Adjourn. Rocio Gonzalez made a motion to adjourn the meeting at 6:47 p.m. Anthony Richardson seconded the motion. All were in favor. Motion passed. Officers: Staff: Anthony Richardson, President Joey Grisham, Director of Economic Development Bruce Norwood, Vice-President Taylor Lough, Assistant Director of Economic Development Rocio Gonzalez, Secretary Kimberly Garduno, Economic Development Coordinator APPROVED: ATTESTED: ____________________________ ____________________________ Bruce Norwood Rocio Gonzalez Vice-President of CDC/EDC Secretary of CDC/EDC Item No. 4.b. EDC/CDC Agenda Staff Report Meeting Date:4/7/2022 Staff Contact: AGENDA ITEM: Approve minutes from the March 3, 2022, Joint Community Development Corporation and Economic Development Corporation Meeting. (EDC) SUMMARY: STAFF RECOMMENDATION: ATTACHMENTS: 1.March 3 2022 CDC EDC Joint Meeting Minutes_FINAL Officers: Staff: Anthony Richardson, President Joey Grisham, Director of Economic Development Bruce Norwood, Vice-President Taylor Lough, Assistant Director of Economic Development Rocio Gonzalez, Secretary Kimberly Garduno, Economic Development Coordinator Anna Community Development Corporation and Anna Economic Development Corporation Meeting Minutes Thursday, March 3, 2022, at 6:00 pm City of Anna Fire Station EOC Conference Room 305 S. Powell Parkway, Anna, Texas 75409 The Anna Community Development Corporation and the Anna Economic Development Corporation conducted a meeting at 6:00 p.m. on Thursday, March 3, 2022, at the Anna Fire Station EOC Conference Room, located at 305 S. Powell Parkway (Highway 5) Anna, Texas 75409. A video recording of the open session portions of the meeting may be viewed online at the City of Anna’s website: https://www.annatexas.gov/962/AgendasMinutes CDC and EDC Board Members Present: Anthony Richardson, Bruce Norwood, Michelle Hawkins, Rocio Gonzalez, and Kylee Kelley CDC and EDC Board Members Absent: Shane Williams. Others Present: Joey Grisham (Director of Economic Development), Kimberly Garduno (Economic Development Coordinator), Clark McCoy (Attorney) and Lee Miller (Mayor Pro Tem). 1. Call to Order. Roll Call and Establishment of Quorum. The meeting was called to order by Board President Anthony Richardson at 6:09 p.m. 2. Invocation and Pledge of Allegiance. Invocation and Pledge of Allegiance were led by Anthony Richardson. 3. Recognition of Board President Anthony Richardson for his exemplary service to the City of Anna and EDC/CDC Board. Joey Grisham presented Anthony Richardson with a recognition plaque for his service. 4. Neighbor Comments. None. 5. Consent Agenda. a. Consider/Discuss/Act on approving minutes from the February 10, 2022, Joint Community Development Corporation and Economic Development Corporation Special-Called Meeting. (CDC) Officers: Staff: Anthony Richardson, President Joey Grisham, Director of Economic Development Bruce Norwood, Vice-President Taylor Lough, Assistant Director of Economic Development Rocio Gonzalez, Secretary Kimberly Garduno, Economic Development Coordinator b. Consider/Discuss/Act on approving minutes from the February 10, 2022, Joint Community Development Corporation and Economic Development Corporation Special-Called Meeting. (EDC) Rocio Gonzalez identified a misspelling of Shane Williams’s last name on Page 3 of Agenda item 5 c. Rocio Gonzalez made a motion on behalf of the CDC and EDC to approve the consent agenda with modification. Michelle Hawkins seconded the motion. All were in favor. Motion passed. 6. Individual Consideration a. Consider/Discuss/Act on accepting the resignation of Anthony Richardson from the CDC and EDC Board. (CDC and EDC) Mr. Richardson is moving outside the city limits and can no longer fulfill the residency requirements to serve on the CDC/EDC Board and therefore submitted a resignation letter Michelle Hawkins made a motion on behalf of the CDC and EDC Board to accept the resignation of Anthony Richardson from the Board of Directors. Bruce Norwood seconded the motion. All were in favor with Anthony Richardson abstaining from the vote. Motion passed. 7. Director’s Report a. ICSC ReCON and ICSC Red River The ICSC Red River show will take place March 30 – April 1st and will be in Dallas this year at the Kay Bailey Hutchison Convention Center. The Las Vegas Convention Center is the location for ICSC ReCON from May 21-24th. Several board members have expressed interest in attending both shows. b. Strategic Plan Updates The city of Anna was featured in two Bisnow articles. The Parmore Senior Living Project closed in February and the groundbreaking ceremony is scheduled for Tuesday, March 22. Staff will send invites to board members who wish to attend the ceremony. Additional updates include finalizing the DCEO awards in April, drafting of a municipal use agreement for Downtown parking and discussions continue with John Rattan and Kimley Horn on the Rattan Ranch Project. c. Greater Anna Chamber of Commerce Banquet – April 2 The Chamber Banquet is scheduled for Saturday, April 2, at Anna High School. The EDC will have four tables for board members and staff. The following board members are confirmed plus a guest ticket for each: Bruce Norwood, Rocio Gonzalez, Shane Williams, Kylee Kelley and Michelle Hawkins. d. Downtown Updates Staff held a kickoff call with TNP concerning the implementation of a drainage study that is expected to be completed in May. Staff continues working on a draft DART municipal use agreement for Downtown parking and submitting a TIRZ participation package to Collin County. Joey Grisham stated that Freese and Nichols will update the City’s zoning ordinances, which includes Downtown. Officers: Staff: Anthony Richardson, President Joey Grisham, Director of Economic Development Bruce Norwood, Vice-President Taylor Lough, Assistant Director of Economic Development Rocio Gonzalez, Secretary Kimberly Garduno, Economic Development Coordinator Since there is a funding gap, Joey inquired if the CDC board is interested in providing funding. Staff will place the budget request on a future agenda item for board approval. e. Retail Market Study Update Navi Retail’s presentation outlining their status updates was included in the packet. Since December, phases 1 – 3 have been completed and Navi Retail is finishing up Phase 4. This phase includes combining reports and market findings to present to the CDC/EDC Board. Navi Retail is also working with staff to setup recruitment meetings at ICSC and plan to schedule a workshop (Phase 5) depending on board members availability. 8. CLOSED SESSION (exceptions): a. Deliberate regarding the purchase, exchange, lease, or value of real property. (Tex. Gov’t Code §551.072) possible property acquisition; possible land sale/purchase; Anna Business Park. b. Consult with legal counsel on matters in which the duty of the attorney to the governmental body under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas clearly conflicts with Chapter 551 of the Government Code (Tex. Gov’t Code §551.071) ; Grant program; Lease agreement and professional services contract. c. Discuss or deliberate Economic Development Negotiations: (1) To discuss or deliberate regarding commercial or financial information that the Board of Directors has received from a business prospect that the Board of Directors seeks to have locate, stay, or expand in or near the territory of the City of Anna and with which the Board is conducting economic development negotiations; or, (2) To deliberate the offer of a financial or other incentive to a business prospect described by subdivision (1). (Tex. Gov’t Code §551.087) Anna Business Park Property; potential commercial, retail, and medical projects. Bruce Norwood made a motion to enter closed session. Anthony Richardson seconded the motion. All were in favor. Motion passed. CDC Board entered closed session at 6:38 p.m. 9. Reconvene into open session and take any action on closed session items. Rocio Gonzalez made a motion to reconvene into open session. Kylee Kelley seconded the motion. All were in favor. Motion passed. The CDC reconvened into open session at 6:45 p.m. 10. Receive reports from staff or Board Members about items of community interest. None. 11. Adjourn. Rocio Gonzalez made a motion to adjourn the meeting at 6:47 p.m. Anthony Richardson seconded the motion. All were in favor. Motion passed. Officers: Staff: Anthony Richardson, President Joey Grisham, Director of Economic Development Bruce Norwood, Vice-President Taylor Lough, Assistant Director of Economic Development Rocio Gonzalez, Secretary Kimberly Garduno, Economic Development Coordinator APPROVED: ATTESTED: ____________________________ ____________________________ Bruce Norwood Rocio Gonzalez Vice-President of CDC/EDC Secretary of CDC/EDC Item No. 5.a. EDC/CDC Agenda Staff Report Meeting Date:4/7/2022 Staff Contact: AGENDA ITEM: Consider/Discuss/Action on a Resolution approving an Amendment to a contract with Carey Cox Real Estate for real estate representation. (EDC and CDC) SUMMARY: The Listing Agreement is expiring and it is time for the renewal. Carey Cox is doing a good job of marketing the property and, as you know, we are nearing the sale of the property. STAFF RECOMMENDATION: Approve. ATTACHMENTS: 1.EDC Resolution 2.CDC Resolution 3.Amendment to Listing 4.Agreement ANNA ECONOMIC DEVELOPMENT CORPORATION RESOLUTION NO. A RESOLUTION OF THE ANNA ECONOMIC DEVELOPMENT CORPORATION APPROVING AND AUTHORIZING AN AMENDMENT TO A CONTRACT FOR REAL ESTATE REPRESENTATION WITH CAREY COX REAL ESTATE WHEREAS, on April 22, 2019, the Anna Economic Development Corporation (the “EDC”) entered into that certain North Texas Commercial Association of Realtors Exclusive Listing Agreement for Sale or Lease attached hereto as Exhibit 1 (the “Agreement”) with Carey Cox Real Estate; and WHEREAS, the EDC extended the listing term for an additional one (1) year period on April 9, 2020 and April 1, 2021; and WHEREAS, the Parties desire to extend the listing term of the Agreement for an additional one (1) year period; NOW THEREFORE, BE IT RESOLVED BY THE ANNA ECONOMIC DEVELOPMENT CORPORATION, THAT: Section 1. Recitals Incorporated. The recitals set forth above are incorporated herein for all purposes as if set forth in full. Section 2. Adoption of Amendment to Extend Term of Agreement. The EDC Board of Directors hereby approves amending the term of this Agreement by adding one (1) year as attached hereto and incorporated herein for all purposes as set forth in full. Section 3. No Other Amendments. The Agreement shall otherwise remain in full force and effect. APPROVED: ATTEST: Bruce Norwood, Vice-President Rocio Gonzalez, CDC Secretary ANNA COMMUNITY DEVELOPMENT CORPORATION RESOLUTION NO. A RESOLUTION OF THE ANNA COMMUNITY DEVELOPMENT CORPORATION APPROVING AND AUTHORIZING AN AMENDMENT TO A CONTRACT FOR REAL ESTATE REPRESENTATION WITH CAREY COX REAL ESTATE WHEREAS, on April 22, 2019, the Anna Community Development Corporation (the “CDC”) entered into that certain North Texas Commercial Association of Realtors Exclusive Listing Agreement for Sale or Lease attached hereto as Exhibit 1 (the “Agreement”) with Carey Cox Real Estate; and WHEREAS, the CDC extended the listing term for an additional one (1) year period on April 9, 2020 and April 1, 2021; and WHEREAS, the Parties desire to extend the listing term of the Agreement for an additional one (1) year period; NOW THEREFORE, BE IT RESOLVED BY THE ANNA COMMUNITY DEVELOPMENT CORPORATION, THAT: Section 1. Recitals Incorporated. The recitals set forth above are incorporated herein for all purposes as if set forth in full. Section 2. Adoption of Amendment to Extend Term of Agreement. The CDC Board of Directors hereby approves amending the term of this Agreement by adding one (1) year as attached hereto and incorporated herein for all purposes as set forth in full. Section 3. No Other Amendments. The Agreement shall otherwise remain in full force and effect. APPROVED: ATTEST: Bruce Norwood, Vice-President Rocio Gonzalez, CDC Secretary AMENDMENT TO EXCLUSIVE LISTING AGREEMENT This Amendment to the Exclusive Listing Agreement identified below (this “Amendment”) is entered into on April 7, 2022, by and amongst Carey Cox Company, Anna Economic Development Corporation, and Anna Community Development Corporation (collectively, the “Parties”). WHEREAS, on April 22, 2019, the Parties entered into that certain North Texas Commercial Association of Realtors Exclusive Listing Agreement for Sale or Lease attached hereto as Exhibit 1 (the “Agreement”); and WHEREAS, the listing term of the Agreement was extended by both parties on April 9, 2020 and April 1, 2021; and WHEREAS, the Parties desire to extend the listing term of the Agreement for an additional one (1) year period; NOW THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS: Section 1. Recitals Incorporated. The recitals set forth above are incorporated herein for all purposes as if set forth in full. Section 2. Amendment to Extend Term of Agreement. The Parties agree to amend the first sentence of paragraph 2 on page one (1) of the Agreement to read as follows: “2.Listing Term. The term of this Agreement (the ‘Term’) commences on its execution and will expire three (3) years from the Execution Date (the ‘Expiration Date’).” Section 3. No Other Amendments. The Agreement shall otherwise remain in full force and effect. SIGNATURES: OWNER:BROKER: Anna Economic Development Corporation Carey Cox Company Anna Community Development Corporation By: By: Bruce Norwood, Vice-President David Cox, Principal AMENDMENT TO LISTING AGREEMENT Page 1 of 1 Carey Cox Company NORTH TEXAS COMMERCIAL ASSOCIATION OF REALTORS@ EXCLUSIVE LISTING AGREEMENT FOR SALE OR LEASE This Agreement is entered into by the undersigned owner(s) (the "Owner") and broker (the "Broker") regarding the property described as Abs A0033 D E W Babb Survey, Sheet 2, Tract 178, 85.571 Acres in Collin County, Texas, or as may be more particularly described on any attached Exhibit "A", SURVEY AND/OR LEGAL DESCRIPTION, together with the improvements located upon the property and owned by Owner (collectively, the "Property"). Owner desires to retain the services of Broker to help Owner sell and/or lease the Property. For valuable consideration, Owner and Broker agree as follows: 1. Appointment. Owner appoints Broker as Owner's agent for the Term (defined below), upon the terms and conditions in this Agreement, with the exclusive right to list and [check all applicable boxes] ❑X sell the Property, and/or ❑ lease the Property. Broker will assist Owner in the marketing of the Property and in the negotiating of a sale or lease agreement with any prospective purchaser or tenant (the "Prospect"). Broker may carry out Broker's duties under this Agreement through Broker's sales associates and other brokers ("Cooperating Brokers"). The term "sale" as used in this Agreement includes an exchange. 2. Listing Term. The term of this Agreement (the "Term") commences on its execution and will expire on 1 Year from Execution Date (the "Expiration Date"). Notwithstanding the foregoing, this Agreement may be terminated by either party hereto, with or without cause, by delivering prior written notice of such early termination to the other party. If so terminated, the Term shall be deemed to expire 60 days after said prior written notice is delivered. 3. Listing Price for Sale. The listing sales price of the Property is $ TBDby Owner 4. Listing Rent and Terms for Lease. The listing rental and terms of the Property for lease are: Unless Owner agrees otherwise in a written lease, Owner will pay the following expenses [check all applicable boxes]: full services provided to tenant❑, real estate taxe0 property insurance premiums❑common area maintenance; maintenance of roof, foundation and structural soundness; alr]utilities; utilitiesutilitws except electricity; or none (absolute net lease). 5. Professional Service Fee. a. Owner agrees to pay Broker a professional service fee (the "Fee") asset forth below [check all applicable boxes]: ❑X (i) Sale. (A) Six Point Zero percent ( 6.000 %) of the Sales Price of the Property; or (B) $ . The term "Sales Price" means the gross sales price of the Property, including the value of any other property given in exchange. Owner shall pay the Fee or cause the Fee to be paid to Broker at the closing of the sale. ❑ (ii) Lease. (A) percent ( %) of the aggregate rental provided in the lease (the "Rental"); or (B) $ Owner shall pay the Fee or cause the Fee to be paid to Broker: ❑ one-half upon execution of a lease agreement and one-half upon possession of the Property by the Prospect; or If the Property is leased to a Prospect procured by a Cooperating Broker, then the Fee will be increased to 150% of the amount specified above. b. The Fee is payable in the county in which the Property is located. Execution by the Owner of a contract or lease on any price, rental or terms other than as listed in this Agreement will not preclude Broker from collecting the Fee based upon the actual price or rental. Owner will pay the Fee upon the sale, exchange, lease or transfer EXCLUSIVE LISTING AGREEMENT ©Copyright 2014 NTCAR Form No. 4 (7-22-14) Carey Cox Company, P. O. Box 977 McKinney TX 75070 Phone. (972)562-8003 Fax 85.57 .Acres - Anna David Cox Produced with zipForrr) by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.ziDLoaix.com of a legal or equitable interest in the Property (including a contract for deed) to a Prospect during the Term or during the Protection Period. In the event of an exchange of the Property, Broker may receive a professional service fee from each of the parties to the transaction, and the amount of the Fee paid by Owner pursuant to any exchange will be determined by the greater of the listing sales price or the agreed value of the Property as set forth in the exchange agreement. Owner authorizes any title company escrow officer, or any other person handling the closing of any transaction, to pay the Fee directly to Broker out of the proceeds at the closing. 6. Protection Period. As to transactions that close after the Expiration Date, Owner will pay the Fee to Broker upon the closing of a transaction with a Listed Prospect (defined below) if, within 180 days after the Expiration Date (the "Protection Period"), Owner: (i) executes a contract of sale or exchange with a Listed Prospect or (ii) otherwise agrees to transfer any legal or equitable interest in the Property to a Listed Prospect. The term "Listed Prospect" means a Prospect named on a written list of Prospects with whom Broker has had contact, not to exceed 20 names, delivered to Owner within 10 days after the Expiration Date, provided Broker (or a Cooperating Broker) during the Term: (i) procured the Prospect; (ii) engaged in negotiations with the Prospect; or (iii) showed the Property to the Prospect. If there is a pending agreement to sell or lease the Property (a "Pending Transaction") between Owner and a Prospect, including a contingency contract or an option agreement, and the Pending Transaction has not been closed and funded before the Expiration Date, then this Agreement will remain in effect as to the Pending Transaction until the earlier of: (i) the Pending Transaction closes and the Fee is paid to Broker; or (ii) the Pending Transaction expires or is terminated, and is not renewed or reinstated. The prospective purchaser or tenant in any Pending Transaction will automatically be deemed to be a Listed Prospect, in addition to any that might be set forth on any list of Prospects Broker may deliver to Owner. If Owner enters into a listing agreement with another real estate broker with respect to the Property after the Expiration Date, then Owner shall exclude the Listed Prospects from the other broker's listing agreement during the Protection Period. 7. I DnneIual Expansion or @aIn ■ ■ - - • ■ - - - - - - ■ - - - - - - - ■ 8. Owner's Representations. Owner represents to Broker and agrees as follows: a. Title. Owner: (i) is the sole fee simple owner of the Property; (ii) is authorized and has the capacity to execute and deliver this Agreement; (iii) has the right and authority to convey good and indefeasible title to the Property; and (iv) has the right and authority to sell and lease the Property. b. Legal Action. Owner shall notify Broker in writing if any actions are brought, or Owner receives any written notices pertaining to, any foreclosures, lien claims, litigation, or condemnation proceedings with respect to the Property or any part of the Property. EXCLUSIVE LISTING AGREEMENT ©Copyright 2014 NTCAR Form No. 4 (7-22-14) Produced with zipFormS by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com 85.57 Acres - c. Disclosures. To Owner's knowledge, other than as disclosed to Broker in writing, the Property: (i) does not have any material latent, structural or construction defects; and (ii) is not contaminated with any toxic or hazardous substance in violation of applicable laws and regulations. d. Cooperation. Owner shall refer all inquiries about the Property to Broker, and Owner shall conduct negotiations with Prospects through Broker. e. Indemnity. Owner shall defend and indemnify Broker, Broker's sales associates and subagents against any liability and expense (including, but not limited to, reasonable attorney's fees) due to: (i) any incomplete, incorrect, misleading or inaccurate information furnished by Owner about the Property; or (ii) concealment by Owner of any material information about the Property. f. Expenses. Owner will promptly pay, or reimburse Broker for, those expenses incurred by Broker on behalf of Owner in advertising and marketing the Property that are specifically authorized by Owner, after receipt by Owner of a written statement of the authorized expenses. 9. Cooperating Brokers. Owner authorizes Broker to cooperate with and use the services of Cooperating Brokers and their sales associates from time to time. Broker may share a portion of the Fee with Cooperating Brokers, including Cooperating Brokers who may be acting as agents for Prospects. Owner shall pay the full amount of the Fee to Broker, and Broker may divide the Fee with Cooperating Brokers in proportions determined by Broker. 10. Broker's Authority. a. Broker will use such marketing techniques and devote such time and effort on Owner's behalf as Broker reasonably deems appropriate and necessary to attempt to achieve the timely sale or lease of the Property. Owner gives Broker the exclusive right to place advertising signs on the Property and to remove all other real estate signs. Owner authorizes Broker to list the Property in a computer network. b. Broker is authorized to enter upon the Property at reasonable times to show the Property to Prospects, Cooperating Brokers, inspectors, agents and contractors. c. Broker may use the listing information, Sales Price, Rental and terms information for Broker's market evaluation, networking and appraisal purposes, and for disclosing to other persons as Broker may deem desirable, including disclosing the information in a computer network. 11. Intermediary Relationship. If Exhibit "B", Intermediary Relationship, is attached to this Agreement, then Owner authorizes Broker to act as an intermediary as set forth in that exhibit. 12. Miscellaneous. a. Notices. Any notice under this Agreement must be in writing and will be deemed delivered on the earlier of: (i) actual receipt, if delivered in person or by messenger with evidence of delivery; (ii) receipt of a facsimile transmission ("Fax") with confirmation of delivery; or (iii) upon deposit with the United States Postal Service, certified mail, return receipt requested, postage prepaid, and properly addressed to the intended recipient at the address set forth below. ❑ Owner also consents to receive any notices by email. ❑ Broker also consents to receive any notices by email. b. Right to Claim a Lien. Pursuant to Chapter 62 of the Texas Property Code, Broker discloses Broker's right to claim a lien based on this Agreement. Owner will include a provision in any Lease as to which Broker is entitled to a Fee pursuant to this Agreement that confirms the agreement to pay the Fee to Broker. c. Limitation of Liability. Broker's liability for Broker's breach of this Agreement, negligence, or otherwise, is limited to the return of the Fee, if any, paid to Broker pursuant to this Agreement. d. Options. If Owner enters into an option agreement to sell or lease all or part of the Property to a Prospect during the Term or during the Protection Period, and Owner collects payments as consideration for the option, EXCLUSIVE LISTING AGREEMENT ©Copyright 2014 NTCAR Form No. 4 (7-22-14) Produced with zipForm@ by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zi[)Locix.com 85.57 Ades - then Owner shall pay to Broker, as option payments are received, a commission (the "Option Commission") in the amount of one-third (1/3) of each option payment as compensation earned by Broker for services rendered under this Agreement. The Option Commission will be non-refundable if the Prospect does not exercise the option, but if the Prospect exercises the option then the sum of the Option Commission paid to Broker will be credited toward Owner's obligation to pay the Fee to Broker upon the sale or lease of the Property. e. , and the PFGperty GGRstituteis substantially all of the assets of Owner, then a transfer of a rnajer;ty nf thp lstnr, stitute a sale fer purposes of this Agreement, and Owner shal may. f. Related Persons. For purposes of this Agreement, any person or entity related to a Prospect or a Listed Prospect by family or business relationship will also be deemed to be a Prospect or Listed Prospect. g. Legal Expenses. The prevailing party in any legal proceeding brought in relation to this Agreement is entitled to recover from the other party reasonable attorneys' fees, pre -judgment interest as allowed by law, and costs of collection, in addition to the Fee and any other recovery the prevailing party may be entitled to receive. h. Severability. If any provision of this Agreement is found by a court to be invalid or unenforceable, then the invalid or unenforceable provision will be deemed to be deleted from this Agreement, and the remainder of this Agreement will continue to be valid and enforceable. I. Binding Effect. This Agreement is binding upon and for the benefit of the parties to this Agreement and their successors, heirs and permitted assigns. This Agreement may not be assigned by either party without the written consent of the other party. This Agreement cannot be modified or terminated except by a written agreement executed by both parties. Each party acknowledges that they have read this Agreement and have had an opportunity to review it with an attorney of their choice. j. Governing Law. This Agreement will be governed by the laws of the State of Texas. k. Description of Property. If a more accurate description of the Property is set forth in any contract or Lease executed by Owner and any Prospect, or in any survey prepared pursuant to any contract or Lease, then the more accurate description will be deemed to be incorporated in this Agreement as the description of the Property. I. Information About Brokerage Services. Owner acknowledges receipt of the Information About Brokerage Services form attached to this Agreement as Exhibit "C". m. Disclosure Notice. If a completed Disclosure Notice is attached to this Agreement as Exhibit "D", then Owner has made a statement of the condition of the Property, to the best of Owner's knowledge, as set forth on the attached Exhibit "D". n. Exhibits. Any exhibits and addenda attached to this Agreement are incorporated as a part of this Agreement: Exhibit "A" - Survey and/or Legal Description Exhibit "B" - Intermediary Relationship Authorized Exhibit "C" - Information About Brokerage Services Exhibit "D" - Disclosure Notice 13. Special Provisions. EXCLUSIVE LISTING AGREEMENT ©Copyright 2014 NTCAR Form No. 4 (7-22-14) Produced with ApForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zioLoaix.com 85.57 Acres - This Agreement is effective on the last date beneath the signatures below. OWNER: /1w BROKER: Anna Economic Development Corporgpon Anna Community Development 5@Qrtion `o4 Carey Cox Company/1 I i i By [Signature]: By [Signature]: Printed Name: Anthony Richardson Printed Name: D v'd"Cox Title: Board President Title: Principal Address: 111 N Powell Pkwy Address: 321 N. Central Expressway, Suite 370 Anna, TX 75409 McKinney, TX 75070 Phone: Telephone: (972)562-8003 Fax: Fax: 972 562-0594 Date: �2- Z ' Date: PERMISSION TO USE: This form is provided for use by members of the North Texas Commercial Association of Realtors®, Inc. (' NTCAR'), members of the North Texas Commercial Association of Real Estate Professionals, Inc., and other licensed users of an NTCAR electronic forms system. Permission is given to make limited copies of the current version of this form for use in a particular Texas real estate transaction. Please contact the NTCAR office to confirm you are using the current version of this form. Mass production, or reproduction for resale, is not allowed without express permission. Any changes to this form must be made in a manner that is obvious. If any words are deleted, they must be left in the form with a line drawn through them. If changes are made that are not obvious, the person who made the change could be subject to a claim of fraud or misrepresentation for passing off an altered form as if it were the genuine NTCAR form. EXCLUSIVE LISTING AGREEMENT ©Copyright 2014 NTCAR Form No. 4 (7-22-14) Produced with zipForrrO by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLocix.com 85.57 Acres - Carey Cox Company EXHIBIT "A" SURVEY AND/OR LEGAL DESCRIPTION Abs A0033 D E W Babb Survey, Sheet 2, Tract 178, 85.571 Acres EXCLUSIVE LISTING AGREEMENT ©Copyright 2014 NTCAR Form No. 4 (7-22-14) Carey Cox Company, P. O. Box 977 McKinney TX 75070 Phone: (972)562-8003 Fax 85.57 Acres - Anna David Co. Produced with zipFormV by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zir)Locix.com Carey Cox Company EXHIBIT "B" INTERMEDIARY RELATIONSHIP AUTHORIZED a. Authorization. Owner authorizes Broker to show the Property to Prospects represented by Broker. If any Prospect represented by Broker wishes to purchase or lease the Property, Owner authorizes Broker to act as an intermediary between Owner and the Prospect, and to assist both Owner and the Prospect in negotiations for the sale or lease of the Property. In that event, Broker's compensation will be paid by Owner in accordance with the terms of this Agreement, and Broker may also be paid a fee by the Prospect. A broker, and any broker or salesperson appointed to communicate with and carry out instructions of one party, who acts as an intermediary is required to act fairly and impartially, and may not: (i) disclose to the buyer or tenant that the seller or landlord will accept a priceless than the asking price, unless otherwise instructed in a separate writing by the seller or landlord; (ii) disclose to the seller or landlord that the buyer or tenant will pay a price greater than the price submitted in a written offer to the seller or landlord, unless otherwise instructed in a separate writing by the buyer or tenant; (iii) disclose any confidential information, or any information a party specifically instructs the real estate broker in writing not to disclose, unless: (a) the broker or salesperson is otherwise instructed in a separate writing by the respective party; (b) the broker or salesperson is required to disclose the information by the Texas Real Estate License Act or a court order; or (c) the information materially relates to the condition of the Property; (iv) treat a party to the transaction dishonestly; or (v) violate the Texas Real Estate License Act. b. Appointments. Broker is authorized to appoint, by providing written notice to the parties, a license holder associated with Broker to communicate with and carry out instructions of one party, and another license holder associated with Broker to communicate with and carry out instructions of the other party. An appointed license holder may provide opinions and advice during negotiations to the party to whom the license holder is appointed. OWNER Anthony Richardson, Board President Anna Economic Development Corporation Anna Community Development Corporation EXCLUSIVE LISTING AGREEMENT ©Copyright 2014 NTCAR Form No. 4 (7-22-14) Carey Cox Company, P. O. Box 977 McKinney TX 75070 Phone: (972)561-8003 Fax 85.57 .Acres - Anna EXHIBIT C „-; Information About Brokerage Services $°vP'b`s"1°ui1iTv Texas law requires all real estate license holders to give the following information about brokerage services to prospective buyers, tenants, sellers and landlords. TYPES OF REAL ESTATE LICENSE HOLDERS: • A BROKER is responsible for all brokerage activities, including acts performed by sales agents sponsored by the broker. • A SALES AGENT must be sponsored by a broker and works with clients on behalf of the broker. A BROKER'S MINIMUM DUTIES REQUIRED BY LAW (A client is the person or party that the broker represents): • Put the interests of the client above all others, including the broker's own interests; • Inform the client of any material information about the property or transaction received by the broker; • Answer the client's questions and present any offer to or counter-offer from the client; and • Treat all parties to a real estate transaction honestly and fairly. A LICENSE HOLDER CAN REPRESENT A PARTY IN A REAL ESTATE TRANSACTION: 11-2-2015 AS AGENT FOR OWNER (SELLER/LANDLORD): The broker becomes the property owner's agentthrough an agreement with the owner, usually in a written listing to sell or property management agreement. An owner's agent must perform the broker's minimum duties above and must inform the owner of any material information about the property or transaction known by the agent, including information disclosed to the agent or subagent by the buyer or buyer's agent. AS AGENT FOR BUYER/TENANT: The broker becomes the buyer/tenant's agent by agreeing to represent the buyer, usually through a written representation agreement. A buyer's agent must perform the broker's minimum duties above and must inform the buyer of any material information about the property or transaction known by the agent, including information disclosed to the agent by the seller or seller's agent. AS AGENT FOR BOTH - INTERMEDIARY: To act as an intermediary between the parties the broker must first obtain the written agreement of each party to the transaction. The written agreement must state who will pay the broker and, in conspicuous bold or underlined print, set forth the broker's obligations as an intermediary. A broker who acts as an intermediary: • Must treat all parties to the transaction impartially and fairly; • May, with the parties' written consent, appoint a different license holder associated with the broker to each party (owner and buyer) to communicate with, provide opinions and advice to, and carry out the instructions of each party to the transaction. • Must not, unless specifically authorized in writing to do so by the party, disclose: o that the owner will accept a price less than the written asking price; o that the buyer/tenant will pay a price greater than the price submitted in a written offer; and o any confidential information or any other information that a party specifically instructs the broker in writing not to disclose, unless required to do so by law. AS SUBAGENT: A license holder acts as a subagent when aiding a buyer in a transaction without an agreement to represent the buyer. A subagent can assist the buyer but does not represent the buyer and must place the interests of the owner first. TO AVOID DISPUTES, ALL AGREEMENTS BETWEEN YOU AND A BROKER SHOULD BE IN WRITING AND CLEARLY ESTABLISH: • The broker's duties and responsibilities to you, and your obligations under the representation agreement. • Who will pay the broker for services provided to you, when payment will be made and how the payment will be calculated. LICENSE HOLDER CONTACT INFORMATION: This notice is being provided for information purposes. It does not create an obligation for you to use the broker's services. Please acknowledge receipt of this notice below and retain a copy for your records. Carey Cox Company 3 8 5 2 3 3 bcox@careycoxcompany.com 972-562-8003 Licensed Broker /Broker Firm Name or License No. Email Phone Primary Assumed Business Name A1711 I .r, 1IN219W Designated Broker of Firm David Cox Licensed Supervisor of Sales Agent/ Associate David Cox Sales Agent/Associate's Name 3 417 8 8 bcox@careycoxcompany.com 972-562-8003 License No. Email Phone 4 7 2 92 8 dcox@careycoxcompany.com 972-562-8003 License o. Email Phone 4 7 2 9 2 8 dcox@careycoxcompany.com License No. — Email Buyer/Tenant/Seller/Landlord Initials Date 972-562-8003 Phone Regulated by the Texas Real Estate Commission Information available atwww.trec.texas.gov TABS 1-0 Carey Cox Company EXHIBIT "D" DISCLOSURE NOTICE This Disclosure Notice (this "Notice") is a statement by Owner of the condition of the Property made as of the date of this Notice. This is is not a substitute for any inspections any tenant or purchaser may make or for warranties that may be made by others. To best of Owner's knowledge, other than disclosed by Owner in this Notice: (1) the Property does not have any material latent, structural, or construction defects; (2) the Property is not contaminated with Hazardous Materials in violation of applicable laws and regulations; (3) none of the improvements on the Property has been constructed of materials known to be a potential health hazard to occupants of the Property; and (4) the following information is true and correct in all material respects, and Owner has included any material fact concerning the Property of which Owner is aware. These representations are not warranties or guarantees by Owner. Owner authorizes the Brokers to disclose to any tenant or purchaser all information about the condition of the Property whether disclosed to the Brokers by Owner orally or in writing (by this Notice or otherwise), or otherwise discovered. Owner shall advise any tenant or purchaser and the Brokers of any other material fact or condition, not reported here, that may arise or become known to Owner before the Closing. These representations are made by Owner only and are not representations of the Brokers. Owner acknowledges that any tenant or purchaser and the Brokers will be relying upon the accuracy and completeness of this information. Please answer all questions. If the answer to any question is "Yes," explain on a separate sheet. N/A YES NO UNKNOWN 1. Buildings and Improvements. Are there any defects or repairs needed to the following? a. Roof, parapets, flashing, penetrations, chimneys, skylights b. Air conditioning, refrigeration, heating, ventilating systems, air ducting, fans c. Foundation piers, slabs, grade beams, footings, retaining walls d. Floors, interiors, floor coverings, ceilings, millwork, partitions e. Exterior walls, curtain walls, weather proofing, caulking f. Structural components, columns, trusses, beams, bracing g. Electrical systems, wiring, lighting, fixtures and equipment h. Plumbing systems, piping, drains, valves, fixtures and equipment i. Elevators, escalators, overhead doors, other built-in mechanical equipment j. Windows, doors, plate glass, canopies, other architectural features k. Parking areas, driveways, steps, walks, curbs and otherpavements I. Landscaping, irrigation systems, embankments, fences, signs 2. Hazardous Materials. Have there been any Hazardous Materials: a. Released or deposited on or under or about the Property, or leaking on or from the Property? b. Used in the construction of the improvements or in finishing materials? c. Released or deposited on or leaking from other properties contiguous to the Property? 3. Subsurface Conditions. a. Are there any material soil, geological, groundwater, or foundation problems? b. Are there underground storage tanks or leaking pipes on the Property? c. Is the Property situated in a wetland or over a garbage dump or waste landfill? EXCLUSIVE LISTING AGREEMENT ©Copyright 2014 NTCAR Form No. 4 (7-22-14) Carey Cox Company, P. 0. Box 977 McKinney TX 75070 Phone. (972i562-8003 Fax 85.57 Acres - Anna David Cox Produced with zipFonr@ by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 wsvw.z pLovix.cam NIA YES NO UNKNOWN 4. Special Conditions. a. Are there any public or private easements or agreements for utilities or access? b. Is the property flood prone or located in a 100-year flood plain? c. Are there any violations of building codes, zoning ordinances, EPA regulations, OSHA regulations, or Texas Commission on Environmental Quality rules? d. Are there any violations of Deed Restrictions covering the Property? e. Are there any threatened condemnations by public authorities or utility companies, including planned streets, highways, railroads, utilities, or development projects? f. Is the Property located in a historical district orplaDDEd development district? g. Is the Property In any special zoning district or under a specific use permit? h. Are there any pending changes in zoning or in the physical condition of the Property? i. Is the Property subject to membership in a property owners' association or dues? 5. Utilities Present. (Strike those not on the Property): City Water; Sanitary Sewer; Storm ainage, Natural Gas; Electricity. OWNER: Anna Economic Development By: P....,.,, ,nifv n—lnnment Corooration Anthony Richardson, Board President Date: EXCLUSIVE LISTING AGREEMENT ©Copyright 2014 NTCAR Form No. 4 (7-22-14) Produced with zipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www. ZIPLooix. com 85.57 acres - Item No. 5.b. EDC/CDC Agenda Staff Report Meeting Date:4/7/2022 Staff Contact: AGENDA ITEM: Consider/Discussion/Action on electing a President. (EDC and CDC) SUMMARY: With the departure of Board President Anthony Richardson, a new election is needed. STAFF RECOMMENDATION: ATTACHMENTS: Item No. 5.c. EDC/CDC Agenda Staff Report Meeting Date:4/7/2022 Staff Contact: AGENDA ITEM: Consider/Discuss/Action on electing a Vice-President. (EDC and CDC) SUMMARY: STAFF RECOMMENDATION: ATTACHMENTS: Item No. 5.d. EDC/CDC Agenda Staff Report Meeting Date:4/7/2022 Staff Contact: AGENDA ITEM: Consider/Discuss/Action on a Resolution terminating Covenants, Conditions, and Restrictions (CCRs) for Anna Business Park. (CDC) SUMMARY: Because the EDC/CDC is selling the Anna Business Park, staff recommends that CCRs from 2017 be released and terminated. The City Council will be considering entering into a Development Agreement that outlines building standards. Also, the current zoning outlines other standards and requirements for the land. STAFF RECOMMENDATION: Approve. ATTACHMENTS: 1.CDC Res Terminating CCR's C08009D20220316CR1 ANNA CDC RESOLUTION NO.___ PAGE 1 OF 2 ANNA COMMUNITY DEVELOPMENT CORPORATION RESOLUTION NO. __________ A RESOLUTION OF THE ANNA COMMUNITY DEVELOPMENT CORPORATION ADOPTING AND AUTHORIZING EXECUTION OF THE TERMINATION AND RELEASE OF DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR ANNA BUSINESS PARK WHEREAS, on or about April 6, 2017, the Anna Community Development Corporation (the "CDC") adopted Resolution No. 2017-04-06 (CDC) authorizing the execution and recordation of that certain Declaration of Covenants, Conditions and Restrictions for Anna Business Park (the “Declaration”); and WHEREAS, on or about July 13, 2017, the Declaration was recorded in the Official Public Records of Collin County, Texas under Instrument No. 20170713000921490; and WHEREAS, the CDC Board of Directors desires to terminate and release the Declaration by adopting the Termination and Release of Declaration of Covenants, Conditions and Restrictions for Anna Business Park (the “Termination”) attached hereto as Exhibit 1; NOW THEREFORE, BE IT RESOLVED BY THE ANNA COMMUNITY DEVELOPMENT CORPORATION, THAT: Recitals Incorporated The recitals set forth above are incorporated herein for all purposes as if set forth in full. Section 2. Authority to Execute Financing Agreement The Board of Directors of the Anna Community Development Corporation hereby adopts the Termination and authorizes the Vice President to execute the Termination on behalf of the CDC and to record or cause to be recorded the Termination in the Official Public Records of Collin County, Texas; provided, however, that said authorization shall not be effective unless and until the City of Anna, Texas and PC5 Properties, LLC enter into a development agreement regarding the development of 81.893± acres of real property within the Anna Business Park and approval as to the form of same by the City’s legal counsel. PASSED AND APPROVED by the Board of Directors of the Anna Community Development Corporation this 7th day of April 2022. APPROVED: _____________________________ Bruce Norwood, Vice President ATTEST: ________________________________ Rocio Gonzalez, Secretary ANNA CDC RESOLUTION NO.___ PAGE 2 OF 2 STATE OF TEXAS § § COUNTY OF COLLIN § This instrument was acknowledged before me on the ____ day of _________________ 2022 by Rocio Gonzales in her capacity as Secretary of the Board of Directors of the Anna Community Development Corporation, a Texas Type B development corporation, who swore upon her oath that this instrument was duly adopted by the Board of Directors of said corporation on April 7, 2022. ___________________________ Rocio Gonzales, Secretary of Board of Directors Anna Community Development Corporation ___________________________ Carrie L. Land Texas Notary Public Notary Seal EXHIBIT 1 1 TERMINATION AND RELEASE OF DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR ANNA BUSINESS PARK This TERMINATION AND RELEASE OF DECLARATIONS OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR ANNA BUSINESS PARK (this “Termination”) is made by ANNA ECONOMIC DEVELOPMENT CORPORATION and ANNA COMMUNITY DEVELOPMENT CORPORATION (collectively, “Declarants”). Terms used but not otherwise defined herein shall have the same meaning given to such terms in the Declaration (as defined below). WITNESSETH: WHEREAS, on July 13, 2017, Declarants executed and recorded or caused to be recorded in the Official Public Records of Collin County, Texas that certain Declaration of Covenants, Conditions, and Restrictions for Anna Business Park along with Declarant’s respective resolutions adopting same (collectively, the “Declaration”); and WHEREAS, a copy of the Declaration, recorded under Instrument No. 20170713000921490, is attached hereto as Exhibit A; and WHEREAS, Declarants are the sole owners of the real property defined as “Property” in the Declaration; and WHEREAS, Declarants now wish to terminate the Declaration and release and surrender each and every covenant, condition, and restriction, and other right and benefit that may have been created by or may arise under the Declaration; NOW, THEREFORE, Declarants hereby terminate and release the Declaration as follows: 1. Authority. Declarants represent that they have full power, authority and capacity to make this Termination and that they have not sold, assigned or otherwise transferred, or pledged or otherwise hypothecated, any of the interests, rights or benefits that they previously had, now have or may ever become entitled to under or with respect to the Declaration. 2. Termination and Release. Declarants hereby declare the Declaration terminated and of no further force or effect, and release, relinquish, surrender, terminate and forever discharge each and every right, claim, damage, obligation, benefit, encumbrance, suit, debt, sum of money, account, reckoning, covenant, contract, promise, demand, cause of action, and right of process or lawsuit, at law or in equity, contingent or otherwise, to which they have been, are now or may ever become entitled under or with respect to the Declaration. This Termination is made for the benefit of any and all of Declarant’s successor and assigns and any and all future owners of all or any part of the Property and their respective successors, assigns, representatives, officers, directors, attorneys, employees, shareholders and 2 principals, and all other persons and/or entities who now have or may hereafter acquire any interest in the Property. 3. Termination Binding. This Termination Agreement shall bind each Declarant and their respective heirs, executors, personal representatives, successors and assigns, and shall enure to the benefit of any and all persons now or hereafter having an interest in the Property, and their respective heirs, executors, personal representatives, successors and assigns. [Signature Page to Follow] 3 IT WITNESS WHEREOF, the undersigned Declarants have executed this Termination as of the dates set forth below. DECLARANTS: Anna Economic Development Corporation, a Type A Development Corporation By:_______________________________ Bruce Norwood, its Vice President This instrument was acknowledged before me on the ____ day of _________________ 2022 by Bruce Norwood in his capacity as Vice President of the Board of Directors of the Anna Community Development Corporation, a Texas Type A development corporation. ___________________________ Carrie L. Land Texas Notary Public Notary Seal Anna Community Development Corporation, a Type B Development Corporation By:_______________________________ Bruce Norwood, its Vice President This instrument was acknowledged before me on the ____ day of _________________ 2022 by Bruce Norwood in his capacity as Vice President of the Board of Directors of the Anna Community Development Corporation, a Texas Type B development corporation. ___________________________ Carrie L. Land Texas Notary Public Notary Seal ANNACOMMUNITYDEVELOPMENTCORPORATION RESOLUTIONNO.gg/W*^») A RESOLUTIONOF THEANNACOMMUNITYDEVELOPMENTCORPORATION AUTHORIZINGTHE ADOPTIONOF COVENANTS,CONDITIONS,AND RESTRICTIONS(CCR's)FORTHE ANNABUSINESSPARKPROPERTY WHEREAS,theAnna CommunityDevelopmentCorporation (the"CDC")has purchasedproperty;and WHEREAS,theCDC hasdeterminedthatadoptingCCR'sis inthebestinterests of the CDC andwillprotectthevalue and desirability of thebusinesspark property. NOW THEREFORE,BEITRESOLVEDBYTHEANNACOMMUNITY DEVELOPMENTCORPORATION,THAT: Section1.RecitalsIncorporated Therecitalssetforthaboveareincorporatedhereinfor allpurposesasifsetforthin full. Section2.AuthoritytoExecuteFinancingAgreement TheBoard ofDirectorsoftheAnnaCommunityDevelopmentCorporation("Board") authorizestheChiefAdministrativeOfficertoexecute,onbehalfoftheCDC,and subjecttoapprovalof the formandcontentbythe CDC's legalcounsel,theattached ExhibitA,theCCR's,alongwith anyassociateddocuments(collectively,the"CCR's") necessarytoimplementand finalize the property restrictionsstatedin ExhibitA. The BoardfurtherauthorizestheChiefAdministrativeOfficertorecordtheCCR'sinthe CollinCountyClerk'sPropertyRecords. PASSEDAND APPROVEDbytheAnnaCommunityDevelopmentCorporationthisJ£2dayof APPROVED: NathanPike CDC President CDC OF ANNA,TEXAS ,2017. ATTEST: LaurettaBlacketer CDC Secretary RESOLUTION HO^'P-CWt^C)PAGE 1 OF 1 ANNAECONOMICDEVELOPMENTCORPORATION RESOLUTIONNO.^/>^-^&><- A RESOLUTIONOF THEANNAECONOMICDEVELOPMENTCORPORATION AUTHORIZINGTHEADOPTIONOF COVENANTS,CONDITIONS,AND RESTRICTIONS(CCR's)FORTHEANNABUSINESSPARKPROPERTY WHEREAS,theAnnaEconomicDevelopmentCorporation(the"EDC")has purchasedproperty;and WHEREAS,theEDC hasdeterminedthatadoptingCCR'sis inthebestinterests oftheEDC andwillprotectthevalueanddesirabilityofthebusinessparkproperty. NOW THEREFORE,BE ITRESOLVEDBYTHEANNAECONOMICDEVELOPMENT CORPORATION,THAT: Section1.RecitalsIncorporated Therecitalssetforthaboveareincorporatedhereinfor allpurposesasifsetforth infull. Section2.AuthoritytoExecuteFinancingAgreement TheBoardofDirectorsoftheAnnaEconomicDevelopmentCorporation("Board") authorizestheChiefAdministrativeOfficertoexecute,onbehalfoftheEDC,and subjecttoapprovalof the formandcontentbythe EDC's legalcounsel,theattached Exhibit A,theCCR's,alongwithanyassociateddocuments(collectively,the"CCR's") necessarytoimplementand finalize the property restrictionsstatedin ExhibitA. The BoardfurtherauthorizestheChiefAdministrativeOfficertorecordtheCCR'sinthe CollinCountyClerk'sPropertyRecords. -^PASSEDAND APPROVEDbytheAnnaEconomicDevelopmentCorporationthisdayofff\cu^,2017.CUsu- APPROVED: ConnieStump EDC President EDC OF ANNA,TEXAS ATTEST: EDC Secretary RESOLUTION \to**(1*0*-l*C*lc\PAGE 1 OF 1 ExhibitA DECLARATIONOF COVENANTS,CONDITIONSANDRESTRICTIONS FOR ANNABUSINESSPARK ThisDeclarationofCovenants,ConditionsandRestrictions(this"Declaration")fortheAnnaBusinessPark (the"Property")ismadeon thedatehereinaftersetforthbytheAnna EconomicDevelopment Corporation,a Texas Type Adevelopmentcorporation,andtheAnnaCommunityDevelopment Corporation, a Texas Type Bdevelopmentcorporation(collectively"Declarant7'),forthepurposesof insuringproperuse andappropriatedevelopmentandimprovementsoftheProperty. RECITALS WHEREAS,certain capitalized words andphrasesare defined inArticle2 of this Declaration; and WHEREAS,Declarantistheowner of allofthatcertain real property located inCollinCounty,Texas(the "Property")anddescribedinExhibit"A"attached heretoandmadea part hereofforallpurposes;and WHEREAS,theDeclarantseekstosellthe Propertyor partsthereof forcommercial,office,industrial,and manufacturinguses,subjecttothecovenants,conditionsandrestrictionshereinaftersetforth,whichshall runwiththePropertyandshallbebindingonDeclarantanditssuccessorshavingoracquiringanyright, title or interest inthePropertyor any partthereof,the grantees oftheDeclarantand their lesseesand successorsandshallinuretothebenefitofDeclarantandeachownerthereof;and WHEREAS,Declarantdeemsitto beinthebestinteresttoprovideforthepreservationofpropertyvalues intheAnnaBusinessParkand the maintenance and improvementofcertain landscapedareas, screeningdevicesanddrainagefacilities,signage,andcommonareas,andtoenforcetheserestrictions,tocollect and disbursethe assessments and chargeshereinaftercreated and to performallother functionsas set forthinthisDeclaration;and WHEREAS,DeclaranthastheretoforecausedtheAnnaBusinessParkAssociation(the"Association")tobeincorporatedasanon-profitcorporationaccordingtothelawsoftheStateofTexasforthepurposesof exercisingthe functionsset forth inthisDeclaration;and NOW,THEREFORE,DeclarantherebydeclaresthatthePropertyisandshallbeheld,transferred,sold,conveyedandoccupiedsubjecttothecovenants,conditionsandrestrictions,chargesandliens hereinaftersetforth. ARTICLE1. GENERALPURPOSESOFCOVENANTS,CONDITIONSANDRESTRICTIONS A.ThePropertyissubjecttothecovenants,conditions,restrictionsandresponsibilitieshereinafterset forthtoinsureproperuse,appropriatedevelopmentandimprovements,andprovidefuturemaintenance ofallAreastobeMaintainedandothercommonareassoasto: 1.Establishan environmentwhichwillmeet boththe present and projected needs ofthe occupants ofthe premisesand the inhabitantsofthesurroundingcommunity; 2.InsureproperusesanddevelopmentofthePropertyandofindividualbuildingsites; 1 ExhibitA 3. Promote landdevelopment and usagethatwillnotcreateexcessivenoise,glare,smoke,fumesor unsightlyaccumulationofequipment,goodsormaterials; 4. Insuretheproperuse oftheland forthelong-termbenefitoftheownersandtenantsofthe Propertyandthesurroundingcommunity; 5.Promoteharmoniousdevelopmentofthevarioussiteslocatedwithin andadjacenttothe Property;and 6.Insurethelong-termmaintenanceofcommonareas,landscapinganddrainagefacilities so as to preventdeteriorationandmaintainthefunctionalityofsuchareas. ARTICLE2 DEFINITIONS A.AreastobeMaintained-shallmeanandrefertothemediansinpublicstreetrights-of-way,including entrysigns forthePropertyandany flagsandflagpolesandassociatedlighting;drainageretentionor detentionpondsandotherfacilities andfeaturesspecificallydesignedtocaptureanddirectstorm waterrunofffrommultipletracts;andanyotherproperty,signorfeaturedesignedtocontributeto thecollectiveappearanceandproperfunctioningoftheAnna Business Park. B.Association-shallmeanandrefertotheAnnaBusinessParkPropertyOwnersAssociation,its successorsandassigns. C. Board -theelectedBoardofDirectorsfortheAssociation,whichshallalwaysincludeaminimumof tworepresentativesoftheDeclarant. D.Declarant- shallmeanandrefertotheAnna EconomicDevelopmentCorporationandtheAnna CommunityDevelopmentCorporation,and their respective successors andassigns;provided, however,thatshouldtheAnna Economic Development Corporation ortheAnna Community DevelopmentCorporationbedissolvedor otherwise terminate then "Declarant'shallmean any existingentitydescribedinthisparagraphandalsoincludeamunicipaldevelopmentdistrictifone is establishedbyorintheCityof Anna. E.DesignReviewCommittee-shallmeanandreferto thecommitteedescribedinArticle10of this Declaration. F.Lot- shall mean and refer to any plot ortractof land shown upon anyrecordedplat oftheProperty. G.Member- shall mean and refer to every person or entity who holdsmembershipintheAssociation. H.Owner- shallmeanandrefertotheownersofrecord,whetheroneormorepersonsorentities,of title to anyLotwhichisa part oftheProperty,includingcontract sellers butexcludingthosehaving suchinterestmerelyassecurityfortheperformanceof an obligation. ExhibitA Property- shallmeanandrefertotherealpropertylocatedatthenortheastcorneroftheCollin CountyOuterLoopand StateHighway5 and owned by theAnnaEconomicandCommunity DevelopmentCorporationsandillustratedin Exhibit "A"attached. ARTICLE3 PERMITTEDANDPROHIBITEDUSESANDSTRUCTURES The Property isintendedto be developed and used as a business park primarily with office, commercial, industrial and manufacturing uses.Allportions ofthePropertyshall be used in accordancewiththezoning dulyadoptedforthePropertybytheCityCouncil oftheCityof Anna, Texas, as itexiststodayandas it may beamended.Inaddition,thefollowingusesareprohibited: 1.ResidentialUses,unlessallowedbytheDeclarantas acaretaker'sorguard'sresidence. 2.AutomotiveSales,includingauctions. 3.AutomobileRepair,includingpaintandbodyrepair. 4. AnyusewhichisdeterminedbytheDeclaranttobeobjectionablebyreasonofexcessivenoise, dust,smoke,fumes,odors,vibrations,glare,vermin,liquidorsolidwastes;exceptthatactivities requiredinthepublicinterestorfor publicserviceswillnotberestrictedbythislimitation. 5. Useswhichwillresultinunsafeorhazardousconditionsincludingwithoutlimitationtoxicor noxiousmatters,fireandexplosionhazardsorradiationhazards. 6. Portable buildings,office trailers and similartemporarystructures,unlesserectedand used for non-residentialpurposesbycontractorsperformingconstructionofimprovementsonthe Property. ARTICLE4 DEVELOPMENTSTANDARDS A.Thesestandardsare intendedto promoteattractivedesignand appearance ofthebuildingsand the landscapedgroundsandAreasto beMaintainedandothercommonareasoftheProperty.TheDesign ReviewCommittee(asdefinedinArticle11)shallhavethe powerto enforcestrictcompliancewith thesedevelopmentstandards,takingintoconsiderationthe aestheticappearance,consistencyof design andappropriateuse of materials and plantings. 1.UnlessspecificallypermittedbytheDesignReviewCommitteeinwriting,eachLotandall structuresshallbeorientedto andgainaccessfromtheinternalstreet(s)withinthePropertyand noLotor structure shall face and gain access from theCollinCounty OuterLoopand Foster Crossing Road (County Road421).2.Eachbuildingshouldbedesignedtocomplementthegeneralarchitecturalcharacter of the Property inthe use of materials, color,and scale.3.UnlessspecificallypermittedbytheDesignReviewCommitteeinwriting,withtheexceptionof windowand doorglazing,100%ofallbuildingfacadesshallconsistofbrick,stone, splitfaceblock tiltwallpanelsorprecastconcrete. 4. Precast concrete or tilt wallpanels shallnot havean exposed aggregatestoneor pebble texture. Precastpanelsonallsidesofthebuildingshallbescoredorseamedtoprovidevisualinterestand a repeatingpattern. ExhibitA 5. Metal exterior walls are prohibited. Metal panels may be used only as architectural accents, awningsandcanopies. 6.Buildingsshall bearticulatedat allentrancesfacingstreetsbya minimum of two offsets(facade articulationsthatextendoutwardfromthebuilding must besetbackatsomepoint in a correspondingmanner)inthefacadeofa minimumfour (4)feetindepth.Eachoffsetshallextend a minimum of 20feetin length. Theelementsused forarticulationmustextendtotheparapet ofthebuilding. 7. Buildingentrancesshall becoveredby anawningorcanopy. 8.Windowsand/orglassaccentsshall notexceed20% reflectivity. However,theuse oftinted, inwardfacingmirroredglassthathelpstoachieveenergyefficientdesignisencouraged. 9.Windows,doors,eaves,parapets,soffits,overhangs,canopiesandawningsshouldbeusedto providevarietytothebuildingfacade. 10.Rooftopandgroundmountedmechanicalunits,generatorsandHVAC equipmentmustbe screenedfromview from anyadjacentstreetby ascreenorparapetthatextendsthefullheight oftheequipment. 11. Parkingstructuresshall maintaincompatiblearchitecturalfeaturesandfacadematerialsshall be complementaryincolorand design withthemain building. ARTICLE5 PARKINGANDLOADINGAREAS A.Asufficientnumberofoff-streetparkingspaces shall be provided to minimize parking byemployees andvisitorsonpublicstreets, andparkingareasshallbe designedina manner asto provideforeasy andsafeaccessinandoutofthevariousdevelopedtractswithintheProperty. B.The use ofbuildingsand propertiesfor everydayorspecialeventactivitiesthatexceed theparking capacityshall beprohibited.C.Parkingshallnotbeallowedongrassorunpavedsurfaces.However,semi-permeable"greenparking" turfblockor similarmaterialsmay bepermittedifapproved bytheDesignReviewCommittee. D.A minimumsix(6)footwidesidewalkshallbeprovidedwhereparkingspaces aredesignedto overhangthesidewalk.E.Thedesignandorientationofbuilding(s)shallminimizetheexposureofloadingandtrashcollection areasfromadjacentstreets andproperties.No loadingspacesordockdoorsshallfacestreets. F.Overnighttrailerandshippingcontainerstorageisprohibitedunlessbeingactivelyloadedor unloaded.Onlytwo(2)trailersorshippingcontainersmaybestackedduringloadingandunloading. G.Loadingareasshallbescreenedbyasolidmasonry,tiltwallorsplitfaceblockwallaminimumten(10)feetinheight,orasolidlandscapescreenofirrigatedshrubswithaminimumheightofsix(6)feetatplantingbutwhichwillachieveaheightoften(10)feetwithinthreetofiveyearsofplantingif approvedbytheCityof Anna.H.Allpubliclyaccessibleareasshallbedesignedandconstructedinaccordancewithapplicablelaws relatedtoaccessibilityforthedisabled. ARTICLE6 LANDSCAPINGANDSCREENING A.Aminimumsix(6)foottallperimeterscreeningwallorfenceshallbeconstructedbythe developerof eachtractwithinthePropertythat abutstheCollinCountyOuterLoopandtransmissionlineonthe southandFosterCrossingRoadonthe north.Thewallorfenceshallbeconstructedofthinwallbrick ExhibitA orprecastconcretepanelsorsteel/rodironmaterialwithsubstantialpierconstructionandthecolor and masonrydetailingofeach section(s)ofthewallorfence shallbe asapprovedbytheDesignReview Committee.Walls shall betoppedwith aconcreteorstonecap. The wallorfenceshall besetback a minimumofthirty(30)feetfromthenorthernedgeofthetransmissionlineeasementorthe southernright-of-way lineof Foster CrossingRoad. Afive(5)footoffsetshall be provided inthewall forthelength oftwo panels at a rate ofone offset everyforty (40)feetor asdeterminedbytheDesign ReviewCommittee.A five (5)footwidemaintenanceeasementshallbededicatedonbothsidesof thescreening wallor fence to provide space for futuremaintenance,repair andreplacementofthe screeningstructure B.The thirty (30)foot widesetbackshall be maintained as alandscapededge, with aone(1) minimum three(3) inch calipertreeplantedper forty (40) linear feet. Trees may begroupedorclusteredto enhancethelandscapeddesign.Treespeciesusedshall be redoak,burroak,cedarelmorChinese pistache;however,theDesign ReviewCommitteemayapprovetheuseofalternativetreespecies. C.LandscapingforeachdevelopedLotwithinthePropertyshall beprovidedincompliancewithall applicablelandscapingstandardsandregulationsadoptedbytheCityofAnna. D.Landscapedareaswithinparkingareasshall becontainedby a six (6) inchtallcurb,unlessthe landscapedareaispartofanonsitedrainagesystemapprovedbytheCityofAnna. E.Landscapingshall beusedtoenhanceentranceandexitdrivewaystoeachLotortractwithinthe Property. F.Ifused,bermsshallnotexceedthirty-six(36)inchesinheight,haveamaximumslopeof3:1andshall vary inheightandbecontouredratherthaninstalledin astraightline. G. Anautomaticirrigationsystemshall beprovidedfor alllandscapedareasandshall bedesignedin a mannertoconservewaterandtopreventexcessivesprayandrunoffontopavedsurfaces.Rain sensorsshall berequiredfor allirrigationsystems. H.Alllandscapingshall beproperlymaintainedatalltimes.Deadordyingplantmaterialsshall be removedandreplacedinanexpeditiousmanner.Treesandotherplantsthatbecomeovergrown shall beprunedtomaintainvisibilityandaccessforvehiclesandpedestriansandtomaintainhealthy plantings. I.Appropriateplantmaterialsshall bechosenandinstalledin amannerdesignedtopromotewater conservationandtheuseofnativeplants. J. Landscaping shallnotinterferewith visibilityrequirementsadoptedbytheCityof Annaatstreetand drivewayintersectionsorcreatevisibilityproblemswithin parking lots. K.Appropriateturf,gravel orothermaterialsshall bemaintainedatalltimesfordrainageswales,rain gardens,retentionanddetentionpondsandotheron-sitedrainagefacilities. ARTICLE7 OUTDOORSTORAGE A.DailyoperationsofbusinesseslocatedonthePropertyshall be fullyenclosed,exceptthattanks containinggasesorothermaterialsusedin amanufacturingprocessmaybeinstalledoutsidein accordancewithbuildingandfirecodes. B.Outdoorstorageofgood,materialsandequipmentshall belimitedtodisplayofnewequipmentfor saleorlease. C.Alloutdoorstorageshall bescreenedwithaminimumeight(8)foottallmasonryorprecastconcrete screeningwall. ExhibitA ARTICLE8 SIGNAGE A.Signage on buildings and individualtractswithinthePropertyshall comply withtheCityof Anna Sign OrdinanceandanyotherapplicableCityof Annaregulationsrelatedtosigns. B. Thefollowingtypesofsignageareprohibited: 1.Polesigns 2.Windowsigns,withtheexceptionof"open"signs. 3. Lightsoutliningthewindowsorbuildings 4. Signsthatflash,blink,orrevolve 5. Roofsigns 6.Temporarybanditsigns C.Otherspecialsignrequirements: 1. Digitalsignageisallowedifthemessagechangesonlyonceevery8secondsandis astaticimage thatdoesnotflash,moveorscroll. 2.Digitalsignsmustbeequippedwith anautomaticdimmerthatadjuststhebrightnessofthe displaybasedonambientlightconditions(cloudy vs.sunnyordayvs. night). 3. DeliverytrucksorothervehiclesthatarehavesignageadvertisingabusinesswithintheProperty shallnotbeparkedontheouteredgesof parking lotsadjacenttopublicstreets. ARTICLE9 ILLUMINATION A. Lightingof all parkingareasand buildings shall be inaccordancewith Cityof Annacodesandshall be inkeepingwiththespecificfunctionandbuildingtypeserved. B.Allparking lots and loadingareasmust be illuminated by lightstandardsand/orwall-mountedlight fixtures. C.Alllighting shall beshieldedanddirectedtonotcauseunnecessaryglareorlightintrusionintoa public streetoradjacentproperty. ARTICLE10 DESIGNREVIEWCOMMITTEE A.Thereshall beestablisheda Design ReviewCommittee(the"Committee"),whichshall initiallyconsist ofDeclarantandDeclarant'sChiefAdministrativeOfficer.At atimetobedeterminedsolelybythe Committee,theCommitteemembershipshall bemodifiedtoconsistofthefollowingmembers: 1. One (1)representativeselectedtoserveonbehalfoftheOwner(s); 2.Three(3)representativesoftheDeclarant; 3.TheChiefAdministrativeOfficerofDeclarant. B. AsmoreindividualtractsaresoldwithintheProperty,additionalpropertyownerrepresentativesshall jointheCommittee,attimesdeterminedbytheCommittee,replacingacertainnumberof representativesoftheDeclaranttoultimatelyformthecompositionoftheCommitteeasfollows: 1.Three(3)representativesselectedtoserveonbehalfoftheOwners; 2. Two (2)representativesofDeclarant; ExhibitA 3.TheChiefAdministrativeOfficerofDeclarant. CommitteeFunction- Noimprovementshall beerected,constructed,placed,oralteredon any portionofthePropertyuntil plans andspecificationsin such formanddetailastheCommitteemay specifyhave beensubmittedto and approved inwritingbytheCommittee. Afour-fifths(4/5) majority voteisrequiredtoapproveplansandspecifications. ThedecisionoftheCommitteeshall be finalandbindingupontheapplicant.Thisreviewandapproval processbytheCommitteeand/oritsagentistoensureconformitywiththecovenants,conditionsand restrictionsofthisDeclaration,compliancewiththegeneralaestheticqualityofthedevelopment, consistencyofmaterialsusedandcompatibilityof uses. TheCommittee,by itsapprovalofsuchplans andspecifications,isnotresponsiblefortheadequacyofstructuralormechanicalengineeringdesign orspecificationsortheimprovementsconstructedontheProperty. PlanandBuilding DesignSubmittal- Prior tothesubmittalof any plan,platorotherdevelopment applicationtotheCityof Anna, apreliminarydesignpackageshall besubmittedtotheCommittee. Thepackageshallconsistof asiteplan, buildingelevationswithmaterialdescriptions,colorsand samplesoftheexteriorbuildingmaterials,anda landscapingplan. PlansmeetingtheCityofAnna's requirementsshall besufficientforCommitteereview;however,theCommitteereservestherightto requirestricterstandardsandadditionalinformationanddetailforanyaspectoftheproposed development. ARTICLE11 MAINTENANCE DutytoMaintain-Ownersandoccupants(includingwithoutlimitationlessees)of anytractor Lotor portionofthePropertythereofshall jointly and severally havethedutyandresponsibilitytokeep buildings,improvements,grounds,landscapinganddrainageeasementsin awell-maintained,safe, cleanandattractiveconditionatalltimes.Suchmaintenanceincludes,butisnotlimitedto,the following: 1. Keepingparkingareas,firelanes,approachesanddrivewaysingoodrepair; 2.Stripingparkingareasandfirelanesandrepaintingon aregularschedule; 3.Promptlyremovinglitter,trash,refuseandwaste; 4.Insuringthatalltrashreceptaclesandcompactorsandsurroundingareasarekeptcleanand uncluttered; 5. Keeping allexteriorlightingandmechanicalfacilities inworkingorder; 6.Replacinglandscapematerialsandrepairingirrigationsystemsin atimelymanner;and 7. Keep allvacantlotslitterfreeandmowedincompliancewithCityofAnnapropertystandards. 8.Maintainingbothsidesoftheperimeterscreeningwalls ontheindividuallot (asapplicable.) EnforcementofMaintenanceDuties- TheAssociationmaygiveanOwnerwrittennoticeofneglect orfailureofmaintenanceduties,andtheOwnermustwithin10daysafterreceivingsuchnotice performtheobligationordutyrequired.Should anyOwnerfailtofulfillthisobligationordutywithin suchperiod,theAssociationthroughitsauthorizedagentsshallhavetherightandpowertoenter ontothepremisesandperformsuchobligationordutywithoutliabilityfordamagesforwrongful entry,trespass,orotherwisetoanypersonorproperty.EachOwnerofanytractorLotonwhichwork isperformedshallbeliableforthecostofsuchwork(includingtheAssociation'sreasonable ExhibitA administrativeexpenses)andshallpromptlyreimbursetheAssociationwithin10daysafterreceiptof a statementorinvoice.FailuretoreimbursetheAssociationshallconstitutea lienagainstthetract orLotonwhichworkwasperformed. C.PropertyManager-TheAssociationmayenterintoan agreementwitha third-partyproperty managementcontractortoprovidemanagementservicesincludingwithoutlimitationcommonarea maintenanceandrepairs,landscapemaintenanceandirrigationrepairs,maintenanceofbusiness parkentryfeatures,removaloftrashanddebris,andmonitoringofthePropertyforOwner compliancewiththisDeclaration,andperformanceofrelatedadministrativefunctions.The Associationmaymaintainrequirementsforliabilityinsurance,monthlyfinancialreportsandother documentationfromthecontractor(s)as aconditionofanycontractforservice. D.AreastobeMaintained- ForpurposesofthisDeclaration,"AreastobeMaintained"shallinclude mediansinpublicstreetrights-of-way,includingentrysignsforthePropertyandanyflagsand flagpolesandassociatedlighting;drainageretentionordetentionponds,raingardens,swalesorother facilitiesandfeaturesthatcaptureanddirectstormwaterrunofffrommultipletracts;andanyother property,signorfeaturedesignedtocontributetothecollectiveappearanceandproperfunctioning oftheAnnaBusinessPark."AreastobeMaintained"shallbemaintainedbytheAssociationand fundedbyanannualassessmentorspecialassessments,paidbytheOwners,asdescribedin Article 12below. ARTICLE12 ASSESSMENTS A.CovenantsforAssessments- EachOwnerandeachsubsequentOwnerofthePropertyoranyportion oftheProperty,byacceptanceofadeedthereoforotherinstrumentoreventofownershiptransfer, whetherornotitshallbesoexpressedinsuchdeed,instrumentorevent,shallbedeemedto covenantandagreeto paytheAssociation (i)annualassessmentsorchargesand(ii)special assessmentsforimprovementormaintenanceoftheAreastobeMaintainedandothercommon areastobe fixed,establishedandcollectedfromtimetotimeasprovidedherein.Assessments, togetherwith suchinterestandcostsofcollection,ashereinafterprovided,shallbea chargeonthe Lotandshall besecuredby acontinuinglien which isherebycreatedandimpressedforthebenefitof theAssociationupontheLotagainstwhichtheassessmentismade.Eachsuchassessment,together withinterestcostsandreasonableattorneys'feesandrelatedexpenses,shallalsoconstitutea personalobligationofthepersonorentitythatwastherecordownerofsuchLotatthetimeof assessment.Thepersonalobligationfordelinquentassessmentsshallnotpasstosuccessorsintitle unlessexpresslyassumedbysuchsuccessors;however,thelienupontheLotshallcontinueuntil paid. B.PurposeofAssessments- Theassessmentsprovidedforhereinshall belevied,collectedand administeredbytheAssociationandshall beusedexclusivelyfortheimprovementandmaintenance oftheAreas to beMaintained,andtheperformanceand/orexerciseoftherightsandobligationsof theAssociationarisinghereunder.Assessmentsshallinclude,butnotbelimitedto,fundstocover actualAssociationcosts(includingreasonablereserves)foralltaxes,insurance,repair,replacement, maintenanceandotheractivitiesasmayfromtimetotimebeauthorizedbytheDeclarantorthe BoardofDirectorsoftheAssociation,ifestablished;legalandaccountingfees,andanyfeesfor managementservicesincurredincomplyingwithanylaws,ordinancesorgovernmentalrequirements applicabletotheAssociationortheProperty'sreasonablereplacementreservesandthecostsofother facilitiesandservicesincludingmaintenancethereof,andotherchargesrequiredorcontemplatedby 8 ExhibitA thisDeclarationand/orthatwhichtheDeclarant or a BoardofDirectorsoftheAssociation,if established,shalldeterminetobenecessarytomeettheprimarypurposeoftheAssociation.Allsums receivedbytheAssociationpursuanttotheannual or specialassessmentsshall besegregatedbythe Associationfrom its general funds ifapplicable, and held intrustforthebenefitoftheOwnersand for thepurposesand usesdesignatedherein. The Association orpropertymanagementcompany,if engaged, shall maintainappropriaterecordsofallexpendituresoffunds and allassessmentswith regard totheAreastobe Maintained andothercommonareas, which records shall beopenfor inspectionby anyOwnerduring normal business hours uponreasonablenoticesand at saidOwner's costandexpense. AnnualAssessment-TheAssociationshallestablishtheamountofeachcalendaryear'sannual assessmentbasedontheprojectedfinancialneedsforupkeepandmaintenanceoftheAreastobe Maintainedand anyothercommonarea andotherappropriateexpendituresforthatcalendaryear. TheAssociation'sreviewanddeterminationshall be finalandbindingon allOwnersunless disapprovedby avoteof60%oftheAssociationmemberswhoarevoting.Thevotingmaybedone in person or by proxyat ameetingduly calledforsuch purpose withinninety(90)daysafternoticeof suchincreasedlimit.Writtennoticeofthemeetingshall be giventoallOwnersatleastthirty(30) days inadvanceand shallsetforththepurposeofthemeeting. SpecialAssessments- Inaddition to any annualassessments,theAssociation may at anytimelevy a specialassessmentforthepurposeofdefraying, inwholeor in part,thecostofanyconstruction, reconstruction,repairorreplacementofaCommonAreafeatureor a capitalimprovementwithinthe AreastobeMaintained.This shall includethenecessaryfixturesandpersonalpropertyrelated thereto;providedthatanysuchspecialassessmentshallnotbecomeeffectiveifdisapprovedby a voteof60%oftheAssociationmemberswhoarevoting.Thevotingmaybedoneinpersonor by proxy at ameetingduly called for suchpurposewithinninety(90) daysafterthenoticeofthespecial assessment.A writtennoticeofthemeetingshall begiventoallOwnersatleastthirty(30)daysin advanceand shallsetforththepurposeofthemeeting.Inaddition,theAssociationmaylevy a special assessmentnottoexceedthecostofremediationagainstanyLot orOwnertoremedyanyviolation ofthisDeclaration. Due Date andPaymentofAssessments- Theobligationtopayannualassessmentsshallcommence astoall Lots onthefirst dayofthemonthfollowingthedateonwhichtheAssociationshall fixthe amountoftheannualassessmentagainsteachLot, or a laterdateiftheAssociationprovideswritten noticethereof.Forpurposesofassessment,"Lot" shallexcludeanypropertyownedbytheDeclarant. Writtennoticeshall besenttoeveryOwnersubjectthereto.Annualassessmentsshallbedueand payable on an annual basisunlessotherwisedesignatedbytheAssociation.Theduedateofany specialassessmentshall be asdeterminedbytheAssociationinthenoticeofspecialassessmentsent totheOwners. Payment- AllpaymentsoftheAssessmentsshall bemadetotheAssociationat its principal placeof businesswithinCollinCounty,Texasor at suchotherplace astheAssociationmayotherwisedirector permit.Paymentshallbemadein fullregardlessofwhetheranyOwnerhas adisputewiththe Declarant,theAssociation,anyotherOwneroranyotherpersonorentityregardinganymatterto whichthisDeclarationrelatesorpertains.PaymentoftheAssessmentsshall bebothacontinuing affirmativecovenantpersonaltotheOwnerand acontinuingcovenantrunningwiththeLot. ExhibitA G.ApportionmentofAssessment- Any annual or specialassessmentshall beallocatedpro rataamong theOwnersinaccordancewiththeamountofacreageowned.AnOwner'sshareoftheassessment shall bedeterminedbymultiplyingthetotalamountoftheassessmentby afractionhavingas its numeratortheacreageownedbytheOwnerwithinthePropertyandhavingas itsdenominatorthe totalacreagelocatedwithintheProperty. H.Owner'sPersonalObligationforPaymentofAssessments-Theannualandspecialassessments providedforhereinshall bethepersonaland individualdebtoftheOwnerofthepropertycovered bysuchassessments.NoOwnerisexemptfrompersonalliability forsuchassessments.Intheevent ofdefaultinthepaymentofanysuchassessment,theOwnershall beobligatedtopayinterestat a rateequaltothreepercent(3%)overtheprimeinterestrate ontheamountoftheassessment,from theduedateuntil paid,butnottoexceedthemaximumrateofinterestthattheAssociationmay lawfullycharge.Inaddition,theOwnershall pay allcostsandexpensesofcollection,including reasonableattorney'sfeesandrelatedexpenses.TheAssociationshallhavetherighttobringsuit againsttheOwnertorecoveramoneyjudgmentfortheseamountswithoutforeclosingorwaiving thelienssecuringthesame. I.EffectofNon-PaymentofAssessments;RemediesoftheAssociation- Anyassessmentprovidedfor inthisDeclarationwhichisnotpaidwhendueshall bedelinquent.IfanysuchAssessmentisnotpaid withinthirty(30)daysafterthedateofdelinquency,theAssessmentshallbearinterestfromthedue date(withnonoticerequiredtobe given) until paid, attheinterestrate andunderthetermsnoted inSectionG.above.TheAssociationmay,at itsoption,bring anactionby lawagainsttheOwner personallyobligatedtopaythesameor,uponcompliancewiththenoticeprovisionshereof,foreclose thelienagainsttheLot asprovidedherein.Thereshall beaddedtotheamountofsuchAssessment thecostsofpreparing and filingthecomplaintin suchaction,and intheeventajudgmentisobtained, suchjudgmentshallincludesaidinterestand areasonableattorney'sfeesandrelatedexpenses, togetherwiththecostsofaction.EachOwnervestsintheAssociationor its assignstheright and powertobring allactionsat law or inequityforeclosingsuchlienagainstsuchOwner,andthe expensesincurredinconnectiontherewith,includinginterest,costsandreasonableattorney'sfees andrelatedexpensesshallbechargeabletotheOwnerindefault.Undernocircumstances,however, shall Declarant ortheAssociationbe liabletoanyOwnerortoanyotherpersonorentityfor failure orinabilitytoenforceanyAssessments.FailuretoenforceanyAssessmentforanyperiodoftimeshall notbedeemedtobeawaiveroftherighttoenforcethatAssessmentoranyotherAssessment. J. No action shall bebroughttoforeclose saidAssessmentlien or toproceedunderthepowerofsale hereinprovidedin lessthanthirty(30) daysafterthedateanoticeofclaimoflien isdepositedwith thepostalauthority,certifiedorregistered,postage prepaid, totheOwnerofsaid Lot and acopy thereofisrecordedbytheAssociationintheofficeoftheCollinCountyClerk;saidnoticeofclaimmust recitea good andsufficientlegaldescriptionofany such Lot,therecordOwnerorreputedOwner thereof,theamountclaimed(which may, attheAssociation'soption,includeinterestontheunpaid assessmentatthemaximumlegal rate, plusreasonableattorney'sfeesandrelatedexpensesand otherexpensesofcollectioninconnectionwiththedebtsecuredby said lien) andthenameand addressoftheAssociation. K.Any such saleprovidedforaboveistobeconductedinaccordancewiththeapplicable provisions governingtheexerciseofpowersofsale inmortgagesanddeedsoftrust,assetforthinSection51.002 ofthePropertyCodeoftheStateofTexas (as itmaybeamendedfromtimetotime),or inanyother mannerpermittedby law. EachOwner,byacceptingadeedtoa Lot,expresslygrantstothe 10 ExhibitA Association apowerof sale assetforth insaid Section 51.002 ofthePropertyCode inconnectionwith the Assessment lien. The Association,through dulyauthorizedagents,shall havethepowerto bidon the Lotat foreclosure sale and to acquire and hold, lease, mortgage and conveythesame. L Uponthetimely curing of anydefaultfor whicha notice of claimof lien was filed bytheAssociation, the officers of theAssociationare hereby authorized to file or record, as the case may be, an appropriatereleaseofsuchnotice,uponpaymentbythedefaultingOwnerofafee,tobedetermined bytheAssociation but not to exceedtheactual cost of preparing and filingor recordingthelien and therelease.TheAssessmentlienandtherighttoforeclosureandsalehereundershallbeinaddition toandnotinsubstitutionof allotherrightsandremedieswhichtheAssociationanditssuccessorsor assignsmayhavehereunderandby law, includingtherightofsuittorecoveramoneyjudgmentfor unpaidAssessments,asprovidedabove. M.SubordinationofLientoFirstMortgages- The liensecuringtheAssessmentsprovidedforhereinshall beexpresslysubordinatetothelien of any first lienmortgageonanyLot. Thesaleortransferofany lotshallnotaffecttheAssessmentlien.However,thesaleortransferofanyLot,pursuanttoadecree offoreclosureoranon-judicialforeclosureundersuchfirst lienmortgageoranyproceedingin lieuof foreclosurethereof,shallextinguishthelien of suchAssessmentsastopaymentsthereofwhich becameduepriortosuch sale ortransfer.Nosale ortransfershall relieve such Lotfrom liabilityfor anyAssessmentthereafterbecomingdue,inaccordancewiththetermshereinprovided. ARTICLE13 ASSOCIATIONMEMBERSHIPANDVOTINGRIGHTS A.Membership- Declarant,whetheror not anownerof any part oftheProperty, and eachpersonor entity who isa record Ownerof a fee orundividedfee interest inanyLotshallbe a member of the Association.Theforegoingisnot intended to includepersons or entitiesthatholdaninterestmerely as security for performance of an obligation. Membershipshall beappurtenantto and may not be separatedfromanyownershipofanyLotwhichissubjectto assessmentbytheAssociation.Transfer ofownership,eithervoluntarilyor byoperationoflaw,shallterminate such Owner'smembershipin theAssociationand membership shall be vested inthe transferee; provided, however,thatno such transfershallrelieveorreleasesuchOwnerfrom anypersonalobligationwithrespecttoassessments whichhaveaccruedpriortosuchtransfer. B.ManagementofAssociation- theAssociationshallbeincorporatedasanon-profitcorporation.The Associationshallbe managed bythe Declarantand/ora BoardofDirectorspursuant to the procedures setforth intheAssociation'sarticles ofincorporationand bylaws,subjecttothisDeclaration. C.Membership,Voting,Electionsand Meetings - TheAssociationshall have two classes of voting membership: 1. Class A- Class Amembersshall be allOwnerswiththeexceptionoftheDeclarantandshall beentitledtoonevoteforeachLotowned.Whenmorethanonepersonholdsaninterestin anyLot,allsuch personsshallbe membersbut maycast onlyone vote per lotowned. The voteforsuchLotshall beexercisedastheyamongthemselvesdetermine. 2. Class B- The Class Bmembershall betheDeclarantwhichshallhaveasmanyvotesasthe ClassAmembersputtogether,plus one (1).The ClassBmembershipshallceasewhen 95% 11 ExhibitA ofthetotalacreageinthePropertyhasbeensold bytheDeclarant,atwhichtimethe DeclarantassumesClass Avotingprivileges. D.Thereshall beatleastonemeetingofthemembershipeachyear.Atthatmeeting,themembership shallelecta Boardconsistingof five (5)directors,voteon anyothermatterstheBoardchoosesto placebeforethemembership,anddiscuss anymatteroftheAssociationbusinessthattheBoardor anyOwnerwishestobringbeforetheentiremembership;provided,however,thatno Board of DirectorsshallexistunlessanduntilDeclarantprovideswrittennoticetotheOwnersinadvanceofa membershipmeetingthatsuchBoardwill beestablishedandBoardmembersselectedinaccordance withthisDeclaration. E.DutiesandPowersofBoard -ThroughtheDeclarantorBoard,asapplicable,theAssociationshall havethefollowingpowersandduties: 1. Toadoptrules andregulationstoimplementthis Declaration andtheAssociation'sbylaws; 2. ToenforcethisDeclaration,thebylaws,andits rulesandregulations 3. ToelectofficersoftheBoardandselectmembersoftheDesign ReviewCommitteewhenthe powerdevolvestotheBoard 4. Topreparea balancesheetand operating incomestatementfortheAssociation and deliver a reporttothemembershipatitsannualmeeting 5. Toestablish and collectregularassessments to defray expensesattributableto the Association's duties,to be leviedagainsteachOwner,exceptingtheDeclarant. 6. Toestablishand collectspecialassessmentsforcapitalimprovementsorotherpurposes;tofile liensagainst Owners because ofnon-paymentofAssessmentsdulyleviedand to foreclose on thoseliens.7.To receivecomplaintsregardingviolationsof thisDeclaration,thebylawsor the rules and regulations.8.TogivereasonablenoticetoallOwnersofallannualmeetingsofthemembershipandallspecial calledmeetings. 9. Tohold regular Boardmeetings incompliancewiththeadoptedbylaws. 10.TomanageandmaintainalloftheAreasto beMaintainedandothercommonareasinastate of highqualityandingoodrepair; 11.Topaytaxesandassessmentsthat are orcouldbecomelienson theCommonAreas.12.TopaythecostsofanyliabilityinsuranceandfireinsuranceontheAreasto beMaintainedand othercommonareas and anyliabilityinsuranceforDeclarant,membersof theCommitteeand membersof anyboardorcommitteeoftheAssociation. ARTICLE14 EASEMENTS AllpropertyownerswithintheAnnaBusinessParkshallgranteasementsacrosstheirpropertiesforthepurposeofprovidingutilityservicesandcrossaccessto otherproperties.Thespecificlocationofsuch easementsshall be reasonablydeterminedand located tominimallyimpacttheProperty. ARTICLE15 SUBDIVISIONOFPROPERTY TheDeclarantmustgivewrittenapprovalforanysubdivisionofthe Propertybyan Owner. 12 ExhibitA ARTICLE16 RIGHTOF REPURCHASE TheDeclarantretainstherighttorefundthepurchasepriceandtoregaintitlefromtheGranteeorany subsequentownerwithinthePropertyfor whichconstructionhasnotcommencedwithintwo(2)years oftheinitialsale.Declarantmay in itssolediscretionextendconstructionandcompletiondatesinwriting. UnlessexpresslywaivedbyDeclarant,theRight ofRepurchaseshall also beextendedtoanyagreed constructionandcompletiondates. ARTICLE17 GENERALPROVISIONS A.Enforcement- TheDeclarantortheAssociationshallhavetherighttoenforce,byanyproceedingat laworinequity,allrestrictions,conditions,andreservationsimposedbythisDeclaration.Failureto enforceanycovenantsorrestrictionsshallnotbedeemedawaiveroftherightofenforcementeither withrespecttotheviolationinquestionoranyotherviolation.Allwaiversmustbe inwritingand signedbythepartytobebound. B.Severability-Invalidationofanyoneofthesecovenantsorrestrictionsbyjudgmentorcourtorder shall in no wayaffectanyotherprovision and allotherprovisions shallremainin fullforceandeffect. C.CovenantsRunwiththeLand -Theeasements,restrictions,covenants,andconditionsareforthe purposesofprotectingthevalue and desirability oftheProperty.They shall run with and shall be binding on allpartieshavingany right, title, orinterestinthePropertyin whole or in part, andtheir heirs, successors and assigns. ThisDeclaration shall be forthebenefitoftheProperty, each Lotand eachOwner. D.DurationandAmendment- Thecovenants,conditionsandrestrictionsofthisDeclarationshall be effectivefora term oftwenty(20)yearsfromthe date this Declarationisrecorded,afterwhichperiod thecovenants,conditionsand restrictions shallbe automaticallyextendedfor suchperiodsoften(10) years subject to termination byan instrument signedbymore than fifty(50)percent ofthe Owners. Thecovenants,conditionsandrestrictionsof thisDeclarationmay beamendedby aninstrument signedbyDeclarantand the Ownersrepresentingmorethan75%ofthe votes set forth inArticle13, SectionC. E.Attorneys'Fees-Ifanycontroversy,claimor disputearisesrelatingto this instrument, its breach,or enforcement, theprevailingpartyshallbe entitled to recover from thelosingparty reasonable expenses,attorney'sfees,andcosts. F.LiberalInterpretation -ThisDeclarationshallbeliberallyconstrued to effectuate its purpose of creatingauniformplanfortheProperty. 13 ExhibitA ThisDeclarationisexecutedthis A dayof fYla.,2017inAnna,Texas. ANNA ECONOMICDEVELOPMENTCORPORATION President ACKNOWLEDGEMENTS STATEOFTEXAS COUNTYOF COLLIN G'^h rvlThisinstrumentwasacknowledgedbeforemeontheIdayof//ICli4-2017by lv)]lU,£.^TlL/'k^p fPresidentoftheAnnaEconomicDevelopmentCorporation,anon profitcorporation,onbehalfofsaidcorporation. QuA£ti&A^/l^tUuX^U NotaryPublic,StateofTexas My CommissionExpires:./"^X/ 14 ExhibitA ThisDeclarationisexecutedthis Ul day of /~D I ,2017inAnna,Texas. ANNA COMMUNITYDEVELOPMENTCORPORATION By: Preside^ ACKNOWLEDGEMENTS STATEOF TEXAS COUNTYOF COLLIN ThisinstrumentwasacknowledgedbeforemeontheH Jzy^J>dayof^Q \Clm 2017by /\&X4L-1 i(/<P ,PresidentoftheAnnaCommunityDevelopmentCorporation,anon profitcorporation,onbehalfof saidcorporation. netted£a±jQ^kfM^€) NotaryPublic,StateofTexas •/? My CommissionExpires:/-c20jz.) 15 Item No. 5.e. EDC/CDC Agenda Staff Report Meeting Date:4/7/2022 Staff Contact: AGENDA ITEM: Consider/Discuss/Action on a Resolution terminating Covenants, Conditions, and Restrictions (CCRs) for Anna Business Park. (EDC) SUMMARY: Because the EDC/CDC is selling the Anna Business Park, staff recommends that CCRs from 2017 be released and terminated. The City Council will be considering entering into a Development Agreement that outlines building standards. Also, the current zoning outlines other standards and requirements for the land. STAFF RECOMMENDATION: Approve. ATTACHMENTS: 1.EDC Res Terminating CCR's C08009D20220316CR1 ANNA EDC RESOLUTION NO.___ PAGE 1 OF 2 ANNA ECONOMIC DEVELOPMENT CORPORATION RESOLUTION NO. __________ A RESOLUTION OF THE ANNA ECONOMIC DEVELOPMENT CORPORATION ADOPTING AND AUTHORIZING EXECUTION OF THE TERMINATION AND RELEASE OF DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR ANNA BUSINESS PARK WHEREAS, on or about May 4, 2017, the Anna Economic Development Corporation (the "EDC") adopted Resolution No. 2017-05-12 (EDC) authorizing the execution and recordation of that certain Declaration of Covenants, Conditions and Restrictions for Anna Business Park (the “Declaration”); and WHEREAS, on or about July 13, 2017, the Declaration was recorded in the Official Public Records of Collin County, Texas under Instrument No. 20170713000921490; and WHEREAS, the EDC Board of Directors desires to terminate and release the Declaration by adopting the Termination and Release of Declaration of Covenants, Conditions and Restrictions for Anna Business Park (the “Termination”) attached hereto as Exhibit 1; NOW THEREFORE, BE IT RESOLVED BY THE ANNA ECONOMIC DEVELOPMENT CORPORATION, THAT: Recitals Incorporated The recitals set forth above are incorporated herein for all purposes as if set forth in full. Section 2. Authority to Execute Financing Agreement The Board of Directors of the Anna Economic Development Corporation hereby adopts the Termination and authorizes the Vice President to execute the Termination on behalf of the EDC and to record or cause to be recorded the Termination in the Official Public Records of Collin County, Texas; provided, however, that said authorization shall not be effective unless and until the City of Anna, Texas and PC5 Properties, LLC enter into a development agreement regarding the development of 81.893± acres of real property within the Anna Business Park and approval as to the form of same by the City’s legal counsel. PASSED AND APPROVED by the Board of Directors of the Anna Economic Development Corporation this 7th day of April 2022. APPROVED: _____________________________ ATTEST: ________________________________ ANNA EDC RESOLUTION NO.___ PAGE 2 OF 2 Bruce Norwood, Vice President Rocio Gonzalez, Secretary STATE OF TEXAS § § COUNTY OF COLLIN § This instrument was acknowledged before me on the ____ day of _________________ 2022 by Rocio Gonzales in her capacity as Secretary of the Board of Directors of the Anna Economic Development Corporation, a Texas Type A development corporation, who swore upon her oath that this instrument was duly adopted by the Board of Directors of said corporation on April 7, 2022. ___________________________ Rocio Gonzales, Secretary of Board of Directors Anna Economic Development Corporation ___________________________ Carrie L. Land Texas Notary Public Notary Seal EXHIBIT 1 1 TERMINATION AND RELEASE OF DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR ANNA BUSINESS PARK This TERMINATION AND RELEASE OF DECLARATIONS OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR ANNA BUSINESS PARK (this “Termination”) is made by ANNA ECONOMIC DEVELOPMENT CORPORATION and ANNA COMMUNITY DEVELOPMENT CORPORATION (collectively, “Declarants”). Terms used but not otherwise defined herein shall have the same meaning given to such terms in the Declaration (as defined below). WITNESSETH: WHEREAS, on July 13, 2017, Declarants executed and recorded or caused to be recorded in the Official Public Records of Collin County, Texas that certain Declaration of Covenants, Conditions, and Restrictions for Anna Business Park along with Declarant’s respective resolutions adopting same (collectively, the “Declaration”); and WHEREAS, a copy of the Declaration, recorded under Instrument No. 20170713000921490, is attached hereto as Exhibit A; and WHEREAS, Declarants are the sole owners of the real property defined as “Property” in the Declaration; and WHEREAS, Declarants now wish to terminate the Declaration and release and surrender each and every covenant, condition, and restriction, and other right and benefit that may have been created by or may arise under the Declaration; NOW, THEREFORE, Declarants hereby terminate and release the Declaration as follows: 1. Authority. Declarants represent that they have full power, authority and capacity to make this Termination and that they have not sold, assigned or otherwise transferred, or pledged or otherwise hypothecated, any of the interests, rights or benefits that they previously had, now have or may ever become entitled to under or with respect to the Declaration. 2. Termination and Release. Declarants hereby declare the Declaration terminated and of no further force or effect, and release, relinquish, surrender, terminate and forever discharge each and every right, claim, damage, obligation, benefit, encumbrance, suit, debt, sum of money, account, reckoning, covenant, contract, promise, demand, cause of action, and right of process or lawsuit, at law or in equity, contingent or otherwise, to which they have been, are now or may ever become entitled under or with respect to the Declaration. This Termination is made for the benefit of any and all of Declarant’s successor and assigns and any and all future owners of all or any part of the Property and their respective successors, assigns, representatives, officers, directors, attorneys, employees, shareholders and 2 principals, and all other persons and/or entities who now have or may hereafter acquire any interest in the Property. 3. Termination Binding. This Termination Agreement shall bind each Declarant and their respective heirs, executors, personal representatives, successors and assigns, and shall enure to the benefit of any and all persons now or hereafter having an interest in the Property, and their respective heirs, executors, personal representatives, successors and assigns. [Signature Page to Follow] 3 IT WITNESS WHEREOF, the undersigned Declarants have executed this Termination as of the dates set forth below. DECLARANTS: Anna Economic Development Corporation, a Type A Development Corporation By:_______________________________ Bruce Norwood, its Vice President This instrument was acknowledged before me on the ____ day of _________________ 2022 by Bruce Norwood in his capacity as Vice President of the Board of Directors of the Anna Community Development Corporation, a Texas Type A development corporation. ___________________________ Carrie L. Land Texas Notary Public Notary Seal Anna Community Development Corporation, a Type B Development Corporation By:_______________________________ Bruce Norwood, its Vice President This instrument was acknowledged before me on the ____ day of _________________ 2022 by Bruce Norwood in his capacity as Vice President of the Board of Directors of the Anna Community Development Corporation, a Texas Type B development corporation. ___________________________ Carrie L. Land Texas Notary Public Notary Seal ANNACOMMUNITYDEVELOPMENTCORPORATION RESOLUTIONNO.gg/W*^») A RESOLUTIONOF THEANNACOMMUNITYDEVELOPMENTCORPORATION AUTHORIZINGTHE ADOPTIONOF COVENANTS,CONDITIONS,AND RESTRICTIONS(CCR's)FORTHE ANNABUSINESSPARKPROPERTY WHEREAS,theAnna CommunityDevelopmentCorporation (the"CDC")has purchasedproperty;and WHEREAS,theCDC hasdeterminedthatadoptingCCR'sis inthebestinterests of the CDC andwillprotectthevalue and desirability of thebusinesspark property. NOW THEREFORE,BEITRESOLVEDBYTHEANNACOMMUNITY DEVELOPMENTCORPORATION,THAT: Section1.RecitalsIncorporated Therecitalssetforthaboveareincorporatedhereinfor allpurposesasifsetforthin full. Section2.AuthoritytoExecuteFinancingAgreement TheBoard ofDirectorsoftheAnnaCommunityDevelopmentCorporation("Board") authorizestheChiefAdministrativeOfficertoexecute,onbehalfoftheCDC,and subjecttoapprovalof the formandcontentbythe CDC's legalcounsel,theattached ExhibitA,theCCR's,alongwith anyassociateddocuments(collectively,the"CCR's") necessarytoimplementand finalize the property restrictionsstatedin ExhibitA. The BoardfurtherauthorizestheChiefAdministrativeOfficertorecordtheCCR'sinthe CollinCountyClerk'sPropertyRecords. PASSEDAND APPROVEDbytheAnnaCommunityDevelopmentCorporationthisJ£2dayof APPROVED: NathanPike CDC President CDC OF ANNA,TEXAS ,2017. ATTEST: LaurettaBlacketer CDC Secretary RESOLUTION HO^'P-CWt^C)PAGE 1 OF 1 ANNAECONOMICDEVELOPMENTCORPORATION RESOLUTIONNO.^/>^-^&><- A RESOLUTIONOF THEANNAECONOMICDEVELOPMENTCORPORATION AUTHORIZINGTHEADOPTIONOF COVENANTS,CONDITIONS,AND RESTRICTIONS(CCR's)FORTHEANNABUSINESSPARKPROPERTY WHEREAS,theAnnaEconomicDevelopmentCorporation(the"EDC")has purchasedproperty;and WHEREAS,theEDC hasdeterminedthatadoptingCCR'sis inthebestinterests oftheEDC andwillprotectthevalueanddesirabilityofthebusinessparkproperty. NOW THEREFORE,BE ITRESOLVEDBYTHEANNAECONOMICDEVELOPMENT CORPORATION,THAT: Section1.RecitalsIncorporated Therecitalssetforthaboveareincorporatedhereinfor allpurposesasifsetforth infull. Section2.AuthoritytoExecuteFinancingAgreement TheBoardofDirectorsoftheAnnaEconomicDevelopmentCorporation("Board") authorizestheChiefAdministrativeOfficertoexecute,onbehalfoftheEDC,and subjecttoapprovalof the formandcontentbythe EDC's legalcounsel,theattached Exhibit A,theCCR's,alongwithanyassociateddocuments(collectively,the"CCR's") necessarytoimplementand finalize the property restrictionsstatedin ExhibitA. The BoardfurtherauthorizestheChiefAdministrativeOfficertorecordtheCCR'sinthe CollinCountyClerk'sPropertyRecords. -^PASSEDAND APPROVEDbytheAnnaEconomicDevelopmentCorporationthisdayofff\cu^,2017.CUsu- APPROVED: ConnieStump EDC President EDC OF ANNA,TEXAS ATTEST: EDC Secretary RESOLUTION \to**(1*0*-l*C*lc\PAGE 1 OF 1 ExhibitA DECLARATIONOF COVENANTS,CONDITIONSANDRESTRICTIONS FOR ANNABUSINESSPARK ThisDeclarationofCovenants,ConditionsandRestrictions(this"Declaration")fortheAnnaBusinessPark (the"Property")ismadeon thedatehereinaftersetforthbytheAnna EconomicDevelopment Corporation,a Texas Type Adevelopmentcorporation,andtheAnnaCommunityDevelopment Corporation, a Texas Type Bdevelopmentcorporation(collectively"Declarant7'),forthepurposesof insuringproperuse andappropriatedevelopmentandimprovementsoftheProperty. RECITALS WHEREAS,certain capitalized words andphrasesare defined inArticle2 of this Declaration; and WHEREAS,Declarantistheowner of allofthatcertain real property located inCollinCounty,Texas(the "Property")anddescribedinExhibit"A"attached heretoandmadea part hereofforallpurposes;and WHEREAS,theDeclarantseekstosellthe Propertyor partsthereof forcommercial,office,industrial,and manufacturinguses,subjecttothecovenants,conditionsandrestrictionshereinaftersetforth,whichshall runwiththePropertyandshallbebindingonDeclarantanditssuccessorshavingoracquiringanyright, title or interest inthePropertyor any partthereof,the grantees oftheDeclarantand their lesseesand successorsandshallinuretothebenefitofDeclarantandeachownerthereof;and WHEREAS,Declarantdeemsitto beinthebestinteresttoprovideforthepreservationofpropertyvalues intheAnnaBusinessParkand the maintenance and improvementofcertain landscapedareas, screeningdevicesanddrainagefacilities,signage,andcommonareas,andtoenforcetheserestrictions,tocollect and disbursethe assessments and chargeshereinaftercreated and to performallother functionsas set forthinthisDeclaration;and WHEREAS,DeclaranthastheretoforecausedtheAnnaBusinessParkAssociation(the"Association")tobeincorporatedasanon-profitcorporationaccordingtothelawsoftheStateofTexasforthepurposesof exercisingthe functionsset forth inthisDeclaration;and NOW,THEREFORE,DeclarantherebydeclaresthatthePropertyisandshallbeheld,transferred,sold,conveyedandoccupiedsubjecttothecovenants,conditionsandrestrictions,chargesandliens hereinaftersetforth. ARTICLE1. GENERALPURPOSESOFCOVENANTS,CONDITIONSANDRESTRICTIONS A.ThePropertyissubjecttothecovenants,conditions,restrictionsandresponsibilitieshereinafterset forthtoinsureproperuse,appropriatedevelopmentandimprovements,andprovidefuturemaintenance ofallAreastobeMaintainedandothercommonareassoasto: 1.Establishan environmentwhichwillmeet boththe present and projected needs ofthe occupants ofthe premisesand the inhabitantsofthesurroundingcommunity; 2.InsureproperusesanddevelopmentofthePropertyandofindividualbuildingsites; 1 ExhibitA 3. Promote landdevelopment and usagethatwillnotcreateexcessivenoise,glare,smoke,fumesor unsightlyaccumulationofequipment,goodsormaterials; 4. Insuretheproperuse oftheland forthelong-termbenefitoftheownersandtenantsofthe Propertyandthesurroundingcommunity; 5.Promoteharmoniousdevelopmentofthevarioussiteslocatedwithin andadjacenttothe Property;and 6.Insurethelong-termmaintenanceofcommonareas,landscapinganddrainagefacilities so as to preventdeteriorationandmaintainthefunctionalityofsuchareas. ARTICLE2 DEFINITIONS A.AreastobeMaintained-shallmeanandrefertothemediansinpublicstreetrights-of-way,including entrysigns forthePropertyandany flagsandflagpolesandassociatedlighting;drainageretentionor detentionpondsandotherfacilities andfeaturesspecificallydesignedtocaptureanddirectstorm waterrunofffrommultipletracts;andanyotherproperty,signorfeaturedesignedtocontributeto thecollectiveappearanceandproperfunctioningoftheAnna Business Park. B.Association-shallmeanandrefertotheAnnaBusinessParkPropertyOwnersAssociation,its successorsandassigns. C. Board -theelectedBoardofDirectorsfortheAssociation,whichshallalwaysincludeaminimumof tworepresentativesoftheDeclarant. D.Declarant- shallmeanandrefertotheAnna EconomicDevelopmentCorporationandtheAnna CommunityDevelopmentCorporation,and their respective successors andassigns;provided, however,thatshouldtheAnna Economic Development Corporation ortheAnna Community DevelopmentCorporationbedissolvedor otherwise terminate then "Declarant'shallmean any existingentitydescribedinthisparagraphandalsoincludeamunicipaldevelopmentdistrictifone is establishedbyorintheCityof Anna. E.DesignReviewCommittee-shallmeanandreferto thecommitteedescribedinArticle10of this Declaration. F.Lot- shall mean and refer to any plot ortractof land shown upon anyrecordedplat oftheProperty. G.Member- shall mean and refer to every person or entity who holdsmembershipintheAssociation. H.Owner- shallmeanandrefertotheownersofrecord,whetheroneormorepersonsorentities,of title to anyLotwhichisa part oftheProperty,includingcontract sellers butexcludingthosehaving suchinterestmerelyassecurityfortheperformanceof an obligation. ExhibitA Property- shallmeanandrefertotherealpropertylocatedatthenortheastcorneroftheCollin CountyOuterLoopand StateHighway5 and owned by theAnnaEconomicandCommunity DevelopmentCorporationsandillustratedin Exhibit "A"attached. ARTICLE3 PERMITTEDANDPROHIBITEDUSESANDSTRUCTURES The Property isintendedto be developed and used as a business park primarily with office, commercial, industrial and manufacturing uses.Allportions ofthePropertyshall be used in accordancewiththezoning dulyadoptedforthePropertybytheCityCouncil oftheCityof Anna, Texas, as itexiststodayandas it may beamended.Inaddition,thefollowingusesareprohibited: 1.ResidentialUses,unlessallowedbytheDeclarantas acaretaker'sorguard'sresidence. 2.AutomotiveSales,includingauctions. 3.AutomobileRepair,includingpaintandbodyrepair. 4. AnyusewhichisdeterminedbytheDeclaranttobeobjectionablebyreasonofexcessivenoise, dust,smoke,fumes,odors,vibrations,glare,vermin,liquidorsolidwastes;exceptthatactivities requiredinthepublicinterestorfor publicserviceswillnotberestrictedbythislimitation. 5. Useswhichwillresultinunsafeorhazardousconditionsincludingwithoutlimitationtoxicor noxiousmatters,fireandexplosionhazardsorradiationhazards. 6. Portable buildings,office trailers and similartemporarystructures,unlesserectedand used for non-residentialpurposesbycontractorsperformingconstructionofimprovementsonthe Property. ARTICLE4 DEVELOPMENTSTANDARDS A.Thesestandardsare intendedto promoteattractivedesignand appearance ofthebuildingsand the landscapedgroundsandAreasto beMaintainedandothercommonareasoftheProperty.TheDesign ReviewCommittee(asdefinedinArticle11)shallhavethe powerto enforcestrictcompliancewith thesedevelopmentstandards,takingintoconsiderationthe aestheticappearance,consistencyof design andappropriateuse of materials and plantings. 1.UnlessspecificallypermittedbytheDesignReviewCommitteeinwriting,eachLotandall structuresshallbeorientedto andgainaccessfromtheinternalstreet(s)withinthePropertyand noLotor structure shall face and gain access from theCollinCounty OuterLoopand Foster Crossing Road (County Road421).2.Eachbuildingshouldbedesignedtocomplementthegeneralarchitecturalcharacter of the Property inthe use of materials, color,and scale.3.UnlessspecificallypermittedbytheDesignReviewCommitteeinwriting,withtheexceptionof windowand doorglazing,100%ofallbuildingfacadesshallconsistofbrick,stone, splitfaceblock tiltwallpanelsorprecastconcrete. 4. Precast concrete or tilt wallpanels shallnot havean exposed aggregatestoneor pebble texture. Precastpanelsonallsidesofthebuildingshallbescoredorseamedtoprovidevisualinterestand a repeatingpattern. ExhibitA 5. Metal exterior walls are prohibited. Metal panels may be used only as architectural accents, awningsandcanopies. 6.Buildingsshall bearticulatedat allentrancesfacingstreetsbya minimum of two offsets(facade articulationsthatextendoutwardfromthebuilding must besetbackatsomepoint in a correspondingmanner)inthefacadeofa minimumfour (4)feetindepth.Eachoffsetshallextend a minimum of 20feetin length. Theelementsused forarticulationmustextendtotheparapet ofthebuilding. 7. Buildingentrancesshall becoveredby anawningorcanopy. 8.Windowsand/orglassaccentsshall notexceed20% reflectivity. However,theuse oftinted, inwardfacingmirroredglassthathelpstoachieveenergyefficientdesignisencouraged. 9.Windows,doors,eaves,parapets,soffits,overhangs,canopiesandawningsshouldbeusedto providevarietytothebuildingfacade. 10.Rooftopandgroundmountedmechanicalunits,generatorsandHVAC equipmentmustbe screenedfromview from anyadjacentstreetby ascreenorparapetthatextendsthefullheight oftheequipment. 11. Parkingstructuresshall maintaincompatiblearchitecturalfeaturesandfacadematerialsshall be complementaryincolorand design withthemain building. ARTICLE5 PARKINGANDLOADINGAREAS A.Asufficientnumberofoff-streetparkingspaces shall be provided to minimize parking byemployees andvisitorsonpublicstreets, andparkingareasshallbe designedina manner asto provideforeasy andsafeaccessinandoutofthevariousdevelopedtractswithintheProperty. B.The use ofbuildingsand propertiesfor everydayorspecialeventactivitiesthatexceed theparking capacityshall beprohibited.C.Parkingshallnotbeallowedongrassorunpavedsurfaces.However,semi-permeable"greenparking" turfblockor similarmaterialsmay bepermittedifapproved bytheDesignReviewCommittee. D.A minimumsix(6)footwidesidewalkshallbeprovidedwhereparkingspaces aredesignedto overhangthesidewalk.E.Thedesignandorientationofbuilding(s)shallminimizetheexposureofloadingandtrashcollection areasfromadjacentstreets andproperties.No loadingspacesordockdoorsshallfacestreets. F.Overnighttrailerandshippingcontainerstorageisprohibitedunlessbeingactivelyloadedor unloaded.Onlytwo(2)trailersorshippingcontainersmaybestackedduringloadingandunloading. G.Loadingareasshallbescreenedbyasolidmasonry,tiltwallorsplitfaceblockwallaminimumten(10)feetinheight,orasolidlandscapescreenofirrigatedshrubswithaminimumheightofsix(6)feetatplantingbutwhichwillachieveaheightoften(10)feetwithinthreetofiveyearsofplantingif approvedbytheCityof Anna.H.Allpubliclyaccessibleareasshallbedesignedandconstructedinaccordancewithapplicablelaws relatedtoaccessibilityforthedisabled. ARTICLE6 LANDSCAPINGANDSCREENING A.Aminimumsix(6)foottallperimeterscreeningwallorfenceshallbeconstructedbythe developerof eachtractwithinthePropertythat abutstheCollinCountyOuterLoopandtransmissionlineonthe southandFosterCrossingRoadonthe north.Thewallorfenceshallbeconstructedofthinwallbrick ExhibitA orprecastconcretepanelsorsteel/rodironmaterialwithsubstantialpierconstructionandthecolor and masonrydetailingofeach section(s)ofthewallorfence shallbe asapprovedbytheDesignReview Committee.Walls shall betoppedwith aconcreteorstonecap. The wallorfenceshall besetback a minimumofthirty(30)feetfromthenorthernedgeofthetransmissionlineeasementorthe southernright-of-way lineof Foster CrossingRoad. Afive(5)footoffsetshall be provided inthewall forthelength oftwo panels at a rate ofone offset everyforty (40)feetor asdeterminedbytheDesign ReviewCommittee.A five (5)footwidemaintenanceeasementshallbededicatedonbothsidesof thescreening wallor fence to provide space for futuremaintenance,repair andreplacementofthe screeningstructure B.The thirty (30)foot widesetbackshall be maintained as alandscapededge, with aone(1) minimum three(3) inch calipertreeplantedper forty (40) linear feet. Trees may begroupedorclusteredto enhancethelandscapeddesign.Treespeciesusedshall be redoak,burroak,cedarelmorChinese pistache;however,theDesign ReviewCommitteemayapprovetheuseofalternativetreespecies. C.LandscapingforeachdevelopedLotwithinthePropertyshall beprovidedincompliancewithall applicablelandscapingstandardsandregulationsadoptedbytheCityofAnna. D.Landscapedareaswithinparkingareasshall becontainedby a six (6) inchtallcurb,unlessthe landscapedareaispartofanonsitedrainagesystemapprovedbytheCityofAnna. E.Landscapingshall beusedtoenhanceentranceandexitdrivewaystoeachLotortractwithinthe Property. F.Ifused,bermsshallnotexceedthirty-six(36)inchesinheight,haveamaximumslopeof3:1andshall vary inheightandbecontouredratherthaninstalledin astraightline. G. Anautomaticirrigationsystemshall beprovidedfor alllandscapedareasandshall bedesignedin a mannertoconservewaterandtopreventexcessivesprayandrunoffontopavedsurfaces.Rain sensorsshall berequiredfor allirrigationsystems. H.Alllandscapingshall beproperlymaintainedatalltimes.Deadordyingplantmaterialsshall be removedandreplacedinanexpeditiousmanner.Treesandotherplantsthatbecomeovergrown shall beprunedtomaintainvisibilityandaccessforvehiclesandpedestriansandtomaintainhealthy plantings. I.Appropriateplantmaterialsshall bechosenandinstalledin amannerdesignedtopromotewater conservationandtheuseofnativeplants. J. Landscaping shallnotinterferewith visibilityrequirementsadoptedbytheCityof Annaatstreetand drivewayintersectionsorcreatevisibilityproblemswithin parking lots. K.Appropriateturf,gravel orothermaterialsshall bemaintainedatalltimesfordrainageswales,rain gardens,retentionanddetentionpondsandotheron-sitedrainagefacilities. ARTICLE7 OUTDOORSTORAGE A.DailyoperationsofbusinesseslocatedonthePropertyshall be fullyenclosed,exceptthattanks containinggasesorothermaterialsusedin amanufacturingprocessmaybeinstalledoutsidein accordancewithbuildingandfirecodes. B.Outdoorstorageofgood,materialsandequipmentshall belimitedtodisplayofnewequipmentfor saleorlease. C.Alloutdoorstorageshall bescreenedwithaminimumeight(8)foottallmasonryorprecastconcrete screeningwall. ExhibitA ARTICLE8 SIGNAGE A.Signage on buildings and individualtractswithinthePropertyshall comply withtheCityof Anna Sign OrdinanceandanyotherapplicableCityof Annaregulationsrelatedtosigns. B. Thefollowingtypesofsignageareprohibited: 1.Polesigns 2.Windowsigns,withtheexceptionof"open"signs. 3. Lightsoutliningthewindowsorbuildings 4. Signsthatflash,blink,orrevolve 5. Roofsigns 6.Temporarybanditsigns C.Otherspecialsignrequirements: 1. Digitalsignageisallowedifthemessagechangesonlyonceevery8secondsandis astaticimage thatdoesnotflash,moveorscroll. 2.Digitalsignsmustbeequippedwith anautomaticdimmerthatadjuststhebrightnessofthe displaybasedonambientlightconditions(cloudy vs.sunnyordayvs. night). 3. DeliverytrucksorothervehiclesthatarehavesignageadvertisingabusinesswithintheProperty shallnotbeparkedontheouteredgesof parking lotsadjacenttopublicstreets. ARTICLE9 ILLUMINATION A. Lightingof all parkingareasand buildings shall be inaccordancewith Cityof Annacodesandshall be inkeepingwiththespecificfunctionandbuildingtypeserved. B.Allparking lots and loadingareasmust be illuminated by lightstandardsand/orwall-mountedlight fixtures. C.Alllighting shall beshieldedanddirectedtonotcauseunnecessaryglareorlightintrusionintoa public streetoradjacentproperty. ARTICLE10 DESIGNREVIEWCOMMITTEE A.Thereshall beestablisheda Design ReviewCommittee(the"Committee"),whichshall initiallyconsist ofDeclarantandDeclarant'sChiefAdministrativeOfficer.At atimetobedeterminedsolelybythe Committee,theCommitteemembershipshall bemodifiedtoconsistofthefollowingmembers: 1. One (1)representativeselectedtoserveonbehalfoftheOwner(s); 2.Three(3)representativesoftheDeclarant; 3.TheChiefAdministrativeOfficerofDeclarant. B. AsmoreindividualtractsaresoldwithintheProperty,additionalpropertyownerrepresentativesshall jointheCommittee,attimesdeterminedbytheCommittee,replacingacertainnumberof representativesoftheDeclaranttoultimatelyformthecompositionoftheCommitteeasfollows: 1.Three(3)representativesselectedtoserveonbehalfoftheOwners; 2. Two (2)representativesofDeclarant; ExhibitA 3.TheChiefAdministrativeOfficerofDeclarant. CommitteeFunction- Noimprovementshall beerected,constructed,placed,oralteredon any portionofthePropertyuntil plans andspecificationsin such formanddetailastheCommitteemay specifyhave beensubmittedto and approved inwritingbytheCommittee. Afour-fifths(4/5) majority voteisrequiredtoapproveplansandspecifications. ThedecisionoftheCommitteeshall be finalandbindingupontheapplicant.Thisreviewandapproval processbytheCommitteeand/oritsagentistoensureconformitywiththecovenants,conditionsand restrictionsofthisDeclaration,compliancewiththegeneralaestheticqualityofthedevelopment, consistencyofmaterialsusedandcompatibilityof uses. TheCommittee,by itsapprovalofsuchplans andspecifications,isnotresponsiblefortheadequacyofstructuralormechanicalengineeringdesign orspecificationsortheimprovementsconstructedontheProperty. PlanandBuilding DesignSubmittal- Prior tothesubmittalof any plan,platorotherdevelopment applicationtotheCityof Anna, apreliminarydesignpackageshall besubmittedtotheCommittee. Thepackageshallconsistof asiteplan, buildingelevationswithmaterialdescriptions,colorsand samplesoftheexteriorbuildingmaterials,anda landscapingplan. PlansmeetingtheCityofAnna's requirementsshall besufficientforCommitteereview;however,theCommitteereservestherightto requirestricterstandardsandadditionalinformationanddetailforanyaspectoftheproposed development. ARTICLE11 MAINTENANCE DutytoMaintain-Ownersandoccupants(includingwithoutlimitationlessees)of anytractor Lotor portionofthePropertythereofshall jointly and severally havethedutyandresponsibilitytokeep buildings,improvements,grounds,landscapinganddrainageeasementsin awell-maintained,safe, cleanandattractiveconditionatalltimes.Suchmaintenanceincludes,butisnotlimitedto,the following: 1. Keepingparkingareas,firelanes,approachesanddrivewaysingoodrepair; 2.Stripingparkingareasandfirelanesandrepaintingon aregularschedule; 3.Promptlyremovinglitter,trash,refuseandwaste; 4.Insuringthatalltrashreceptaclesandcompactorsandsurroundingareasarekeptcleanand uncluttered; 5. Keeping allexteriorlightingandmechanicalfacilities inworkingorder; 6.Replacinglandscapematerialsandrepairingirrigationsystemsin atimelymanner;and 7. Keep allvacantlotslitterfreeandmowedincompliancewithCityofAnnapropertystandards. 8.Maintainingbothsidesoftheperimeterscreeningwalls ontheindividuallot (asapplicable.) EnforcementofMaintenanceDuties- TheAssociationmaygiveanOwnerwrittennoticeofneglect orfailureofmaintenanceduties,andtheOwnermustwithin10daysafterreceivingsuchnotice performtheobligationordutyrequired.Should anyOwnerfailtofulfillthisobligationordutywithin suchperiod,theAssociationthroughitsauthorizedagentsshallhavetherightandpowertoenter ontothepremisesandperformsuchobligationordutywithoutliabilityfordamagesforwrongful entry,trespass,orotherwisetoanypersonorproperty.EachOwnerofanytractorLotonwhichwork isperformedshallbeliableforthecostofsuchwork(includingtheAssociation'sreasonable ExhibitA administrativeexpenses)andshallpromptlyreimbursetheAssociationwithin10daysafterreceiptof a statementorinvoice.FailuretoreimbursetheAssociationshallconstitutea lienagainstthetract orLotonwhichworkwasperformed. C.PropertyManager-TheAssociationmayenterintoan agreementwitha third-partyproperty managementcontractortoprovidemanagementservicesincludingwithoutlimitationcommonarea maintenanceandrepairs,landscapemaintenanceandirrigationrepairs,maintenanceofbusiness parkentryfeatures,removaloftrashanddebris,andmonitoringofthePropertyforOwner compliancewiththisDeclaration,andperformanceofrelatedadministrativefunctions.The Associationmaymaintainrequirementsforliabilityinsurance,monthlyfinancialreportsandother documentationfromthecontractor(s)as aconditionofanycontractforservice. D.AreastobeMaintained- ForpurposesofthisDeclaration,"AreastobeMaintained"shallinclude mediansinpublicstreetrights-of-way,includingentrysignsforthePropertyandanyflagsand flagpolesandassociatedlighting;drainageretentionordetentionponds,raingardens,swalesorother facilitiesandfeaturesthatcaptureanddirectstormwaterrunofffrommultipletracts;andanyother property,signorfeaturedesignedtocontributetothecollectiveappearanceandproperfunctioning oftheAnnaBusinessPark."AreastobeMaintained"shallbemaintainedbytheAssociationand fundedbyanannualassessmentorspecialassessments,paidbytheOwners,asdescribedin Article 12below. ARTICLE12 ASSESSMENTS A.CovenantsforAssessments- EachOwnerandeachsubsequentOwnerofthePropertyoranyportion oftheProperty,byacceptanceofadeedthereoforotherinstrumentoreventofownershiptransfer, whetherornotitshallbesoexpressedinsuchdeed,instrumentorevent,shallbedeemedto covenantandagreeto paytheAssociation (i)annualassessmentsorchargesand(ii)special assessmentsforimprovementormaintenanceoftheAreastobeMaintainedandothercommon areastobe fixed,establishedandcollectedfromtimetotimeasprovidedherein.Assessments, togetherwith suchinterestandcostsofcollection,ashereinafterprovided,shallbea chargeonthe Lotandshall besecuredby acontinuinglien which isherebycreatedandimpressedforthebenefitof theAssociationupontheLotagainstwhichtheassessmentismade.Eachsuchassessment,together withinterestcostsandreasonableattorneys'feesandrelatedexpenses,shallalsoconstitutea personalobligationofthepersonorentitythatwastherecordownerofsuchLotatthetimeof assessment.Thepersonalobligationfordelinquentassessmentsshallnotpasstosuccessorsintitle unlessexpresslyassumedbysuchsuccessors;however,thelienupontheLotshallcontinueuntil paid. B.PurposeofAssessments- Theassessmentsprovidedforhereinshall belevied,collectedand administeredbytheAssociationandshall beusedexclusivelyfortheimprovementandmaintenance oftheAreas to beMaintained,andtheperformanceand/orexerciseoftherightsandobligationsof theAssociationarisinghereunder.Assessmentsshallinclude,butnotbelimitedto,fundstocover actualAssociationcosts(includingreasonablereserves)foralltaxes,insurance,repair,replacement, maintenanceandotheractivitiesasmayfromtimetotimebeauthorizedbytheDeclarantorthe BoardofDirectorsoftheAssociation,ifestablished;legalandaccountingfees,andanyfeesfor managementservicesincurredincomplyingwithanylaws,ordinancesorgovernmentalrequirements applicabletotheAssociationortheProperty'sreasonablereplacementreservesandthecostsofother facilitiesandservicesincludingmaintenancethereof,andotherchargesrequiredorcontemplatedby 8 ExhibitA thisDeclarationand/orthatwhichtheDeclarant or a BoardofDirectorsoftheAssociation,if established,shalldeterminetobenecessarytomeettheprimarypurposeoftheAssociation.Allsums receivedbytheAssociationpursuanttotheannual or specialassessmentsshall besegregatedbythe Associationfrom its general funds ifapplicable, and held intrustforthebenefitoftheOwnersand for thepurposesand usesdesignatedherein. The Association orpropertymanagementcompany,if engaged, shall maintainappropriaterecordsofallexpendituresoffunds and allassessmentswith regard totheAreastobe Maintained andothercommonareas, which records shall beopenfor inspectionby anyOwnerduring normal business hours uponreasonablenoticesand at saidOwner's costandexpense. AnnualAssessment-TheAssociationshallestablishtheamountofeachcalendaryear'sannual assessmentbasedontheprojectedfinancialneedsforupkeepandmaintenanceoftheAreastobe Maintainedand anyothercommonarea andotherappropriateexpendituresforthatcalendaryear. TheAssociation'sreviewanddeterminationshall be finalandbindingon allOwnersunless disapprovedby avoteof60%oftheAssociationmemberswhoarevoting.Thevotingmaybedone in person or by proxyat ameetingduly calledforsuch purpose withinninety(90)daysafternoticeof suchincreasedlimit.Writtennoticeofthemeetingshall be giventoallOwnersatleastthirty(30) days inadvanceand shallsetforththepurposeofthemeeting. SpecialAssessments- Inaddition to any annualassessments,theAssociation may at anytimelevy a specialassessmentforthepurposeofdefraying, inwholeor in part,thecostofanyconstruction, reconstruction,repairorreplacementofaCommonAreafeatureor a capitalimprovementwithinthe AreastobeMaintained.This shall includethenecessaryfixturesandpersonalpropertyrelated thereto;providedthatanysuchspecialassessmentshallnotbecomeeffectiveifdisapprovedby a voteof60%oftheAssociationmemberswhoarevoting.Thevotingmaybedoneinpersonor by proxy at ameetingduly called for suchpurposewithinninety(90) daysafterthenoticeofthespecial assessment.A writtennoticeofthemeetingshall begiventoallOwnersatleastthirty(30)daysin advanceand shallsetforththepurposeofthemeeting.Inaddition,theAssociationmaylevy a special assessmentnottoexceedthecostofremediationagainstanyLot orOwnertoremedyanyviolation ofthisDeclaration. Due Date andPaymentofAssessments- Theobligationtopayannualassessmentsshallcommence astoall Lots onthefirst dayofthemonthfollowingthedateonwhichtheAssociationshall fixthe amountoftheannualassessmentagainsteachLot, or a laterdateiftheAssociationprovideswritten noticethereof.Forpurposesofassessment,"Lot" shallexcludeanypropertyownedbytheDeclarant. Writtennoticeshall besenttoeveryOwnersubjectthereto.Annualassessmentsshallbedueand payable on an annual basisunlessotherwisedesignatedbytheAssociation.Theduedateofany specialassessmentshall be asdeterminedbytheAssociationinthenoticeofspecialassessmentsent totheOwners. Payment- AllpaymentsoftheAssessmentsshall bemadetotheAssociationat its principal placeof businesswithinCollinCounty,Texasor at suchotherplace astheAssociationmayotherwisedirector permit.Paymentshallbemadein fullregardlessofwhetheranyOwnerhas adisputewiththe Declarant,theAssociation,anyotherOwneroranyotherpersonorentityregardinganymatterto whichthisDeclarationrelatesorpertains.PaymentoftheAssessmentsshall bebothacontinuing affirmativecovenantpersonaltotheOwnerand acontinuingcovenantrunningwiththeLot. ExhibitA G.ApportionmentofAssessment- Any annual or specialassessmentshall beallocatedpro rataamong theOwnersinaccordancewiththeamountofacreageowned.AnOwner'sshareoftheassessment shall bedeterminedbymultiplyingthetotalamountoftheassessmentby afractionhavingas its numeratortheacreageownedbytheOwnerwithinthePropertyandhavingas itsdenominatorthe totalacreagelocatedwithintheProperty. H.Owner'sPersonalObligationforPaymentofAssessments-Theannualandspecialassessments providedforhereinshall bethepersonaland individualdebtoftheOwnerofthepropertycovered bysuchassessments.NoOwnerisexemptfrompersonalliability forsuchassessments.Intheevent ofdefaultinthepaymentofanysuchassessment,theOwnershall beobligatedtopayinterestat a rateequaltothreepercent(3%)overtheprimeinterestrate ontheamountoftheassessment,from theduedateuntil paid,butnottoexceedthemaximumrateofinterestthattheAssociationmay lawfullycharge.Inaddition,theOwnershall pay allcostsandexpensesofcollection,including reasonableattorney'sfeesandrelatedexpenses.TheAssociationshallhavetherighttobringsuit againsttheOwnertorecoveramoneyjudgmentfortheseamountswithoutforeclosingorwaiving thelienssecuringthesame. I.EffectofNon-PaymentofAssessments;RemediesoftheAssociation- Anyassessmentprovidedfor inthisDeclarationwhichisnotpaidwhendueshall bedelinquent.IfanysuchAssessmentisnotpaid withinthirty(30)daysafterthedateofdelinquency,theAssessmentshallbearinterestfromthedue date(withnonoticerequiredtobe given) until paid, attheinterestrate andunderthetermsnoted inSectionG.above.TheAssociationmay,at itsoption,bring anactionby lawagainsttheOwner personallyobligatedtopaythesameor,uponcompliancewiththenoticeprovisionshereof,foreclose thelienagainsttheLot asprovidedherein.Thereshall beaddedtotheamountofsuchAssessment thecostsofpreparing and filingthecomplaintin suchaction,and intheeventajudgmentisobtained, suchjudgmentshallincludesaidinterestand areasonableattorney'sfeesandrelatedexpenses, togetherwiththecostsofaction.EachOwnervestsintheAssociationor its assignstheright and powertobring allactionsat law or inequityforeclosingsuchlienagainstsuchOwner,andthe expensesincurredinconnectiontherewith,includinginterest,costsandreasonableattorney'sfees andrelatedexpensesshallbechargeabletotheOwnerindefault.Undernocircumstances,however, shall Declarant ortheAssociationbe liabletoanyOwnerortoanyotherpersonorentityfor failure orinabilitytoenforceanyAssessments.FailuretoenforceanyAssessmentforanyperiodoftimeshall notbedeemedtobeawaiveroftherighttoenforcethatAssessmentoranyotherAssessment. J. No action shall bebroughttoforeclose saidAssessmentlien or toproceedunderthepowerofsale hereinprovidedin lessthanthirty(30) daysafterthedateanoticeofclaimoflien isdepositedwith thepostalauthority,certifiedorregistered,postage prepaid, totheOwnerofsaid Lot and acopy thereofisrecordedbytheAssociationintheofficeoftheCollinCountyClerk;saidnoticeofclaimmust recitea good andsufficientlegaldescriptionofany such Lot,therecordOwnerorreputedOwner thereof,theamountclaimed(which may, attheAssociation'soption,includeinterestontheunpaid assessmentatthemaximumlegal rate, plusreasonableattorney'sfeesandrelatedexpensesand otherexpensesofcollectioninconnectionwiththedebtsecuredby said lien) andthenameand addressoftheAssociation. K.Any such saleprovidedforaboveistobeconductedinaccordancewiththeapplicable provisions governingtheexerciseofpowersofsale inmortgagesanddeedsoftrust,assetforthinSection51.002 ofthePropertyCodeoftheStateofTexas (as itmaybeamendedfromtimetotime),or inanyother mannerpermittedby law. EachOwner,byacceptingadeedtoa Lot,expresslygrantstothe 10 ExhibitA Association apowerof sale assetforth insaid Section 51.002 ofthePropertyCode inconnectionwith the Assessment lien. The Association,through dulyauthorizedagents,shall havethepowerto bidon the Lotat foreclosure sale and to acquire and hold, lease, mortgage and conveythesame. L Uponthetimely curing of anydefaultfor whicha notice of claimof lien was filed bytheAssociation, the officers of theAssociationare hereby authorized to file or record, as the case may be, an appropriatereleaseofsuchnotice,uponpaymentbythedefaultingOwnerofafee,tobedetermined bytheAssociation but not to exceedtheactual cost of preparing and filingor recordingthelien and therelease.TheAssessmentlienandtherighttoforeclosureandsalehereundershallbeinaddition toandnotinsubstitutionof allotherrightsandremedieswhichtheAssociationanditssuccessorsor assignsmayhavehereunderandby law, includingtherightofsuittorecoveramoneyjudgmentfor unpaidAssessments,asprovidedabove. M.SubordinationofLientoFirstMortgages- The liensecuringtheAssessmentsprovidedforhereinshall beexpresslysubordinatetothelien of any first lienmortgageonanyLot. Thesaleortransferofany lotshallnotaffecttheAssessmentlien.However,thesaleortransferofanyLot,pursuanttoadecree offoreclosureoranon-judicialforeclosureundersuchfirst lienmortgageoranyproceedingin lieuof foreclosurethereof,shallextinguishthelien of suchAssessmentsastopaymentsthereofwhich becameduepriortosuch sale ortransfer.Nosale ortransfershall relieve such Lotfrom liabilityfor anyAssessmentthereafterbecomingdue,inaccordancewiththetermshereinprovided. ARTICLE13 ASSOCIATIONMEMBERSHIPANDVOTINGRIGHTS A.Membership- Declarant,whetheror not anownerof any part oftheProperty, and eachpersonor entity who isa record Ownerof a fee orundividedfee interest inanyLotshallbe a member of the Association.Theforegoingisnot intended to includepersons or entitiesthatholdaninterestmerely as security for performance of an obligation. Membershipshall beappurtenantto and may not be separatedfromanyownershipofanyLotwhichissubjectto assessmentbytheAssociation.Transfer ofownership,eithervoluntarilyor byoperationoflaw,shallterminate such Owner'smembershipin theAssociationand membership shall be vested inthe transferee; provided, however,thatno such transfershallrelieveorreleasesuchOwnerfrom anypersonalobligationwithrespecttoassessments whichhaveaccruedpriortosuchtransfer. B.ManagementofAssociation- theAssociationshallbeincorporatedasanon-profitcorporation.The Associationshallbe managed bythe Declarantand/ora BoardofDirectorspursuant to the procedures setforth intheAssociation'sarticles ofincorporationand bylaws,subjecttothisDeclaration. C.Membership,Voting,Electionsand Meetings - TheAssociationshall have two classes of voting membership: 1. Class A- Class Amembersshall be allOwnerswiththeexceptionoftheDeclarantandshall beentitledtoonevoteforeachLotowned.Whenmorethanonepersonholdsaninterestin anyLot,allsuch personsshallbe membersbut maycast onlyone vote per lotowned. The voteforsuchLotshall beexercisedastheyamongthemselvesdetermine. 2. Class B- The Class Bmembershall betheDeclarantwhichshallhaveasmanyvotesasthe ClassAmembersputtogether,plus one (1).The ClassBmembershipshallceasewhen 95% 11 ExhibitA ofthetotalacreageinthePropertyhasbeensold bytheDeclarant,atwhichtimethe DeclarantassumesClass Avotingprivileges. D.Thereshall beatleastonemeetingofthemembershipeachyear.Atthatmeeting,themembership shallelecta Boardconsistingof five (5)directors,voteon anyothermatterstheBoardchoosesto placebeforethemembership,anddiscuss anymatteroftheAssociationbusinessthattheBoardor anyOwnerwishestobringbeforetheentiremembership;provided,however,thatno Board of DirectorsshallexistunlessanduntilDeclarantprovideswrittennoticetotheOwnersinadvanceofa membershipmeetingthatsuchBoardwill beestablishedandBoardmembersselectedinaccordance withthisDeclaration. E.DutiesandPowersofBoard -ThroughtheDeclarantorBoard,asapplicable,theAssociationshall havethefollowingpowersandduties: 1. Toadoptrules andregulationstoimplementthis Declaration andtheAssociation'sbylaws; 2. ToenforcethisDeclaration,thebylaws,andits rulesandregulations 3. ToelectofficersoftheBoardandselectmembersoftheDesign ReviewCommitteewhenthe powerdevolvestotheBoard 4. Topreparea balancesheetand operating incomestatementfortheAssociation and deliver a reporttothemembershipatitsannualmeeting 5. Toestablish and collectregularassessments to defray expensesattributableto the Association's duties,to be leviedagainsteachOwner,exceptingtheDeclarant. 6. Toestablishand collectspecialassessmentsforcapitalimprovementsorotherpurposes;tofile liensagainst Owners because ofnon-paymentofAssessmentsdulyleviedand to foreclose on thoseliens.7.To receivecomplaintsregardingviolationsof thisDeclaration,thebylawsor the rules and regulations.8.TogivereasonablenoticetoallOwnersofallannualmeetingsofthemembershipandallspecial calledmeetings. 9. Tohold regular Boardmeetings incompliancewiththeadoptedbylaws. 10.TomanageandmaintainalloftheAreasto beMaintainedandothercommonareasinastate of highqualityandingoodrepair; 11.Topaytaxesandassessmentsthat are orcouldbecomelienson theCommonAreas.12.TopaythecostsofanyliabilityinsuranceandfireinsuranceontheAreasto beMaintainedand othercommonareas and anyliabilityinsuranceforDeclarant,membersof theCommitteeand membersof anyboardorcommitteeoftheAssociation. ARTICLE14 EASEMENTS AllpropertyownerswithintheAnnaBusinessParkshallgranteasementsacrosstheirpropertiesforthepurposeofprovidingutilityservicesandcrossaccessto otherproperties.Thespecificlocationofsuch easementsshall be reasonablydeterminedand located tominimallyimpacttheProperty. ARTICLE15 SUBDIVISIONOFPROPERTY TheDeclarantmustgivewrittenapprovalforanysubdivisionofthe Propertybyan Owner. 12 ExhibitA ARTICLE16 RIGHTOF REPURCHASE TheDeclarantretainstherighttorefundthepurchasepriceandtoregaintitlefromtheGranteeorany subsequentownerwithinthePropertyfor whichconstructionhasnotcommencedwithintwo(2)years oftheinitialsale.Declarantmay in itssolediscretionextendconstructionandcompletiondatesinwriting. UnlessexpresslywaivedbyDeclarant,theRight ofRepurchaseshall also beextendedtoanyagreed constructionandcompletiondates. ARTICLE17 GENERALPROVISIONS A.Enforcement- TheDeclarantortheAssociationshallhavetherighttoenforce,byanyproceedingat laworinequity,allrestrictions,conditions,andreservationsimposedbythisDeclaration.Failureto enforceanycovenantsorrestrictionsshallnotbedeemedawaiveroftherightofenforcementeither withrespecttotheviolationinquestionoranyotherviolation.Allwaiversmustbe inwritingand signedbythepartytobebound. B.Severability-Invalidationofanyoneofthesecovenantsorrestrictionsbyjudgmentorcourtorder shall in no wayaffectanyotherprovision and allotherprovisions shallremainin fullforceandeffect. C.CovenantsRunwiththeLand -Theeasements,restrictions,covenants,andconditionsareforthe purposesofprotectingthevalue and desirability oftheProperty.They shall run with and shall be binding on allpartieshavingany right, title, orinterestinthePropertyin whole or in part, andtheir heirs, successors and assigns. ThisDeclaration shall be forthebenefitoftheProperty, each Lotand eachOwner. D.DurationandAmendment- Thecovenants,conditionsandrestrictionsofthisDeclarationshall be effectivefora term oftwenty(20)yearsfromthe date this Declarationisrecorded,afterwhichperiod thecovenants,conditionsand restrictions shallbe automaticallyextendedfor suchperiodsoften(10) years subject to termination byan instrument signedbymore than fifty(50)percent ofthe Owners. Thecovenants,conditionsandrestrictionsof thisDeclarationmay beamendedby aninstrument signedbyDeclarantand the Ownersrepresentingmorethan75%ofthe votes set forth inArticle13, SectionC. E.Attorneys'Fees-Ifanycontroversy,claimor disputearisesrelatingto this instrument, its breach,or enforcement, theprevailingpartyshallbe entitled to recover from thelosingparty reasonable expenses,attorney'sfees,andcosts. F.LiberalInterpretation -ThisDeclarationshallbeliberallyconstrued to effectuate its purpose of creatingauniformplanfortheProperty. 13 ExhibitA ThisDeclarationisexecutedthis A dayof fYla.,2017inAnna,Texas. ANNA ECONOMICDEVELOPMENTCORPORATION President ACKNOWLEDGEMENTS STATEOFTEXAS COUNTYOF COLLIN G'^h rvlThisinstrumentwasacknowledgedbeforemeontheIdayof//ICli4-2017by lv)]lU,£.^TlL/'k^p fPresidentoftheAnnaEconomicDevelopmentCorporation,anon profitcorporation,onbehalfofsaidcorporation. QuA£ti&A^/l^tUuX^U NotaryPublic,StateofTexas My CommissionExpires:./"^X/ 14 ExhibitA ThisDeclarationisexecutedthis Ul day of /~D I ,2017inAnna,Texas. ANNA COMMUNITYDEVELOPMENTCORPORATION By: Preside^ ACKNOWLEDGEMENTS STATEOF TEXAS COUNTYOF COLLIN ThisinstrumentwasacknowledgedbeforemeontheH Jzy^J>dayof^Q \Clm 2017by /\&X4L-1 i(/<P ,PresidentoftheAnnaCommunityDevelopmentCorporation,anon profitcorporation,onbehalfof saidcorporation. netted£a±jQ^kfM^€) NotaryPublic,StateofTexas •/? My CommissionExpires:/-c20jz.) 15 Item No. 6. EDC/CDC Agenda Staff Report Meeting Date:4/7/2022 Staff Contact: AGENDA ITEM: Director's Report. SUMMARY: Director's Report STAFF RECOMMENDATION: ATTACHMENTS: Item No. 6.a. EDC/CDC Agenda Staff Report Meeting Date:4/7/2022 Staff Contact: AGENDA ITEM: ICSC Red River Review SUMMARY: ICSC ReCON STAFF RECOMMENDATION: ATTACHMENTS: Item No. 6.b. EDC/CDC Agenda Staff Report Meeting Date:4/7/2022 Staff Contact: AGENDA ITEM: Strategic Plan Update SUMMARY: STAFF RECOMMENDATION: ATTACHMENTS: 1.March 2022 Strategic Plan Updated Economic Development Strategic Plan Highlights March 2022 Dir ect o r hosted DBJ roundta ble wit h region’s top c o mmercial and re sident i al industry lea ders Staff met wi th Cooksey C o mmunica tions an d finalized ads for DC EO Real Estate Awar ds DBJ inter viewed Director and Bob Moore C o nstr uc tion Dir ect o r pa rticipated in the City ’s firs t Economic Development Telephone Tow n Hall t hat featured 222 pa rticipants Staff a ttended I CSC Red River Conference in Dallas Update d New Economic Development Marketing Ma p Spons o red D CEO Commercial Real Estate Awards Measureables January 2022 New Newsle t t er Subscri ber s : 39 6 (88 8 t otal) W ebsi t e Use rs: 1,761 (54 % inc rease in new u sers in 28 days ) W ebsi t e P age vi ew s: 2 ,563 (48% in cr ea s e in 28 days) Ne w Linke dI n Follower s: 68 (7 05 t otal) Busine s s Park M eeti ng s: 3 Busine s s R etention / Expa n s io n Visits : 3 C onstructio n / A rc h itectura l Meetin gs: 3 Real Estate Bro ker / Dev elo per Me etings : 1 6 Item No. 6.c. EDC/CDC Agenda Staff Report Meeting Date:4/7/2022 Staff Contact: AGENDA ITEM: Financial Report/Sales Tax Update SUMMARY: STAFF RECOMMENDATION: ATTACHMENTS: 1.2022 Monthly Sales Tax Report 2.CDC SALES TAX COLLECTIONS FY22_January % Change 2021-22 Collections from 2020-21 Collections Monthly Prior Year Monthly October 417,343$ 24.4% 335,454$ November 483,556 42.2% 340,156 December 552,138 31.7% 419,319 January 435,037 28.4% 338,879 February 292,405 March 441,021 April 375,823 May 385,457 June 467,686 July 432,097 August 406,214 September 453,292 1,888,074$ 4,687,804$ Budget: 4,390,000 43.0% 4,300,000 CITY OF ANNA Schedule of Sales Tax Collections For the month January 31, 2022 $0 $100,000 $200,000 $300,000 $400,000 $500,000 $600,000 Monthly Sales Tax Collections: 3 Year Comparison FY2021-22 FY2020-21 FY2019-20 % Change 2021-22 Collections from 2020-21 Collections Monthly Prior Year Monthly October 156,504$ 24.4% 125,795$ November 181,334$ 42.2% 127,559$ December 207,052$ 31.7% 157,245$ January 163,139$ 28.4% 127,080$ February 109,652 March 165,383 April 140,934 May 144,546 June 175,382 July 162,036 August 152,330 September 169,985 708,029$ 1,757,926$ CITY OF ANNA COMMUNITY DEVELOPMENT CORPORATION Schedule of Sales Tax Collections $0 $50,000 $100,000 $150,000 $200,000 $250,000 Monthly Sales Tax Collections: 3 Year Comparison FY2021-22 FY2020-21 FY2019-20 Item No. 6.d. EDC/CDC Agenda Staff Report Meeting Date:4/7/2022 Staff Contact: AGENDA ITEM: Downtown Update SUMMARY: STAFF RECOMMENDATION: ATTACHMENTS: Item No. 7. EDC/CDC Agenda Staff Report Meeting Date:4/7/2022 Staff Contact: AGENDA ITEM: Closed Session. SUMMARY: STAFF RECOMMENDATION: ATTACHMENTS: Item No. 7.a. EDC/CDC Agenda Staff Report Meeting Date:4/7/2022 Staff Contact: AGENDA ITEM: Deliberate regarding the purchase, exchange, lease, or value of real property. (Tex. Gov’t Code §551.072) possible property acquisition; possible land sale/purchase; Anna Business Park. SUMMARY: STAFF RECOMMENDATION: ATTACHMENTS: Item No. 7.b. EDC/CDC Agenda Staff Report Meeting Date:4/7/2022 Staff Contact: AGENDA ITEM: Consult with legal counsel on matters in which the duty of the attorney to the governmental body under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas clearly conflicts with Chapter 551 of the Government Code (Tex. Gov’t Code §551.071) ; Grant program; Lease agreement and professional services contract. SUMMARY: STAFF RECOMMENDATION: ATTACHMENTS: Item No. 7.c. EDC/CDC Agenda Staff Report Meeting Date:4/7/2022 Staff Contact: AGENDA ITEM: Discuss or deliberate Economic Development Negotiations: (1) To discuss or deliberate regarding commercial or financial information that the Board of Directors has received from a business prospect that the Board of Directors seeks to have locate, stay, or expand in or near the territory of the City of Anna and with which the Board is conducting economic development negotiations; or, (2) To deliberate the offer of a financial or other incentive to a business prospect described by subdivision (1). (Tex. Gov’t Code §551.087) Anna Business Park Property; potential commercial, retail, and medical projects. SUMMARY: STAFF RECOMMENDATION: ATTACHMENTS: