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HomeMy WebLinkAboutOrd 1073-2023-09 Authorizing Issuance of Special Assessment Revenue Bonds, Series 2023 (The Woods at Lindsey Place PID #1) RECORDEDCERTIFICATE FOR ORDINANCE THE STATE OF TEXAS COLLIN COUNTY CITY OF ANNA We, the undersigned officers of the City of Anna, Texas (the "City"), hereby certify as follows: 1. The City Council (the "Council") of the City convened in a regular meeting on September 12, 2023, at the regular designated meeting place, and the roll was called of the duly constituted officers and members of the Council, to wit: Nate Pike, Mayor Stan Carver II, Council Member Lee Miller, Mayor Pro Tem. Pete Cain, Council Member Randy Atchley, Deputy Mayor Pro-Tem Elden Baker, Council Member Kevin Toten, Council Member Ryan Henderson, Interim City Manager Carrie Land, City Secretary and all of said persons were present, except IV o n e , thus constituting a quorum. Whereupon, among other business the following was transacted at said meeting: a written Ordinance entitled AN ORDINANCE AUTHORIZING THE ISSUANCE OF THE "CITY OF ANNA, TEXAS, SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2023 (THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT IMPROVEMENT AREA #1 PROJECT)" IN A PRINCIPAL AMOUNT NOT TO EXCEED $7,419,000 PAYABLE FROM SPECIAL ASSESSMENTS TO FUND PUBLIC IMPROVEMENTS IN IMPROVEMENT AREA #1 OF THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT; APPROVING AND AUTHORIZING AN INDENTURE OF TRUST, A BOND PURCHASE AGREEMENT, A LIMITED OFFERING MEMORANDUM, A CONTINUING DISCLOSURE AGREEMENT AND OTHER AGREEMENTS AND DOCUMENTS IN CONNECTION THEREWITH; MAI[NG FINDINGS WITH RESPECT TO THE ISSUANCE OF SUCH BONDS; AND PROVIDING AN EFFECTIVE DATE was duly introduced for the consideration of the Council. It was then duly moved and seconded that said Ordinance be passed; and, after due discussion, said motion, carrying with it the passage of said Ordinance, prevailed and carried, with all members of the Council shown present above voting "Aye," except as noted below: NAYS: 12� ABSTENTIONS: i� 2. A true, full, and correct copy of the aforesaid Ordinance passed at the meeting described in the above and foregoing paragraph is attached to and follows this Certificate; said Ordinance has been duly recorded in the Council's minutes of said meeting; the above and foregoing paragraph is a true, full, and correct excerpt from the Council's minutes of said meeting pertaining to the passage of said Ordinance; the persons named in the above and foregoing paragraph are the duly chosen, qualified, and acting officers and members of the Council as indicated therein; that each of the officers and members of the Council was duly and sufficiently notified officially and personally, in advance, of the time, place, and purpose of the aforesaid meeting, and that said Ordinance would be introduced and considered for passage at said meeting, and each of said officers and members consented, in advance, to the holding of said meeting for such purpose; and that said meeting was open to the public, and public notice of the time, place, and purpose of said meeting was given all as required by the Texas Government Code, Chapter 551. 3. The Council has approved and hereby approves the Ordinance; and the Mayor (or Mayor Pro-Tem) and City Secretary hereby declare that their signing of this Certificate shall constitute the signing of the attached and following copy of said Ordinance for all purposes. SIGNED AND SEALED ON SEPTEMBER 12, 2023 (City Seal) 2 CITY OF ANNA ORDINANCE NO. l p *3 -2023 - Oq AN ORDINANCE AUTHORIZING THE ISSUANCE OF THE "CITY OF ANNA, TEXAS, SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2023 (THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT IMPROVEMENT AREA #1 PROJECT)" IN A PRINCIPAL AMOUNT NOT TO EXCEED $7,419,000 PAYABLE FROM SPECIAL ASSESSMENTS LEVIED UPON IMPROVEMENT AREA #1 OF THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT TO FUND PUBLIC IMPROVEMENTS IN SAID DISTRICT; APPROVING AND AUTHORIZING AN INDENTURE OF TRUST, A BOND PURCHASE AGREEMENT, A LIMITED OFFERING MEMORANDUM, A CONTINUING DISCLOSURE AGREEMENT AND OTHER AGREEMENTS AND DOCUMENTS IN CONNECTION THEREWITH; MAKING FINDINGS WITH RESPECT TO THE ISSUANCE OF SUCH BONDS; AND PROVIDING AN EFFECTIVE DATE WHEREAS, the City of Anna, Texas (the "City"), pursuant to and in accordance with the terms, provisions and requirements of the Public Improvement District Assessment Act, Subchapter A of Chapter 372, Texas Local Government Code, has previously established the "The Woods at Lindsey Place Public Improvement District" (the "District"); and WHEREAS, pursuant to the PID Act, the City Council of the City (the "Council") published notice of the assessment hearing in a newspaper of general circulation in the City and the extraterritorial jurisdiction of the City, and opened a public hearing on March 14, 20239 regarding the levy of special assessments within the District, and the City Council convened the hearing on March 14, 2023; and WHEREAS, after all comments and evidence, both written and oral, were received by the City Council, the public hearing was closed on March 14, 2023 and, on such date, the Council adopted an ordinance levying such special assessments (the "Assessment Ordinance"); and WHEREAS, in the Assessment Ordinance, the Council approved and accepted the Service and Assessment Plan (as defined in the Assessment Ordinance) relating to the District and levied the Assessments (as defined in the Indenture (defined below)) against the Improvement Area #1 Assessed Property (as defined in the Service and Assessment Plan); and WHEREAS, the Council has found and determined that it is in the best interests of the City to issue its bonds to be designated "City of Anna, Texas, Special Assessment Revenue Bonds, Series 2023 (The Woods at Lindsey Place Public Improvement District,. Improvement Area #1 Project)" (the 'Bonds"), such Bonds to be payable from and secured by the Pledged Revenues (as defined in the Indenture); and WHEREAS, the City is authorized by the PID Act to issue the Bonds for the purpose of (i) paying the Actual Costs (as defined in the Indenture), (ii) funding a reserve fund for payment of principal and interest on the Bonds, (iii) paying a portion of the costs incidental to the organization of the District and (iv) paying the costs of issuance of the Bonds; and WHEREAS, the Council has found and determined to approve (i) the issuance of the Bonds to finance the Improvement Area #1 Projects, (ii) the form, terms and provisions of the Indenture securing the Bonds authorized hereby, (iii) the form, terms and provisions of a Bond Purchase Agreement (defined below) between the City and the Underwriter (defined below), (iv) a Limited Offering Memorandum (defined below), (v) a Continuing Disclosure Agreement (defined below), and (vi) a Service and Assessment Plan (defined below); and WHEREAS, the meeting at which this Ordinance is considered is open to the public as required by law, and the public notice of the time, place and purpose of said meeting was given as required by Chapter 551, Texas Government Code, as amended; NOW, THEREFORE BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF ANNA, TEXAS, THAT: Section 1. Findings. The findings and determinations set forth in the preamble hereof are hereby incorporated by reference for all purposes as if set forth in full herein. Section 2. Aooroval of Issuance of Bonds and Indenture of Trust. (a) The issuance of the Bonds in the principal amount of $7,419,000 for the purpose of (i) paying the Actual Costs, (ii) funding a reserve fund for payment of principal and interest on the Bonds, (iii) paying a portion of the costs incidental to the organization of the District, and (iv) paying the costs of issuance of the Bonds, is hereby authorized and approved. (b) The Bonds shall be issued and secured under that certain Indenture of Trust (the "Indenture"), dated as of September 15, 2023, between the City and Regions Bank, an Alabama state banking corporation with offices in Houston, Texas, as trustee (the "Trustee"), with such changes as may be necessary or desirable to carry out the intent of this Ordinance and as approved by the Mayor of the City, such approval to be evidenced by the execution and delivery of the Indenture, which Indenture is hereby approved in substantially final form attached hereto as Exhibit A and incorporated herein as a part hereof for all purposes. The Mayor or Mayor Pro-Tem of the City is hereby authorized and directed to execute the Indenture and the City Secretary is hereby authorized and directed to attest such signature of the Mayor or Mayor Pro-Tem. (c) The Bonds shall be dated, shall mature on the date or dates and in the principal amount or amounts, shall bear interest, shall be registered as to both principal and interest, shall be subject to redemption and shall have such other terms and provisions as set forth in the Indenture. The Bonds shall be in substantially the form set forth in the Indenture, with such insertions, omissions and modifications as may be required to conform the form of Bond to the actual terms of the Bonds. The Bonds shall be payable from and secured by the Pledged Revenues (as defined in the Indenture) and other assets of the Trust Estate (as defined in the Indenture) pledged to the Bonds, and shall never be payable from ad valorem taxes or any other funds or revenues of the City. Section 3. Sale of Bonds; Approval of Bond Purchase Agreement. The Bonds shall be sold to FMSbonds, Inc. (the "Underwriter") at the price and on the terms and provisions set forth in that certain Bond Purchase Agreement (the "Purchase Agreement"), dated the date hereof, between the City and the Underwriter, attached hereto as Exhibit B and incorporated herein as a part hereof for all purposes, which terms of sale are declared to be in the best interest of the City. The form, terms and provisions of the Purchase Agreement are hereby authorized 2 and approved and the Mayor or Mayor Pro-Tem of the City is hereby authorized and directed to execute and deliver the Purchase Agreement. The Mayor's or Mayor Pro-Tem's signature on the Purchase Agreement may be attested by the City Secretary. The Initial Bond shall be registered in the name of the Underwriter. Section 4. Limited Offering Memorandum. The form and substance of the Preliminary Limited Offering Memorandum and any addenda, supplement or amendment thereto and the final Limited Offering Memorandum for the Bonds and any addenda, supplement or amendment thereto (the "Limited Offering Memorandum") are hereby approved and adopted in all respects. The Limited Offering Memorandum, with such appropriate variations as shall be approved by the Mayor and Mayor Pro-Tem of the City and the Underwriter, may be used by the Underwriter in the offering and sale of the Bonds. The City Secretary is hereby authorized and directed to include and maintain a copy of the Preliminary Limited Offering Memorandum (as defined in the Purchase Agreement) and the Limited Offering Memorandum and any addenda, supplement or amendment thereto thus approved among the permanent records of this meeting. The use and distribution of the Preliminary Limited Offering Memorandum in the offering of the Bonds is hereby ratified, approved and confirmed. The City deems the Preliminary Limited Offering Memorandum final, within the meaning of Rule 15c2-12 issued by the United States Securities and Exchange Commission under the Securities Exchange Act of 1934 (the "Rule"), as of its date, except for the omission of information specified in Section (b)(1) of the Rule, as permitted by Section (b)(1) of the Rule. Notwithstanding the approval and delivery of such Preliminary Limited Offering Memorandum and Limited Offering Memorandum by the Council, the Council is not responsible for and proclaims no specific knowledge of the information contained in the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum pertaining to the Improvement Area #1 Projects, the Developer or its financial ability, any builders, any landowners or the appraisal of the property in the District. Section 5. Continuing Disclosure Agreement. The City of Anna, Texas, Special Assessment Revenue Bonds, Series 2023 (The Woods at Lindsey Place Public, Improvement District Improvement Area #1 Project) Continuing Disclosure Agreement of the Issuer (the "Continuing Disclosure Agreement") between the City, P3Works, LLC and Regions Bank is hereby authorized and approved in substantially final form attached hereto as Exhibit C and incorporated herein as a part hereof for all purposes, and the Mayor or Mayor Pro-Tem of the City is hereby authorized and directed to execute and deliver such Continuing Disclosure Agreement with such changes as may be required to carry out the purpose of this Ordinance and approved by the Mayor or Mayor Pro-Tem, such approval to be evidenced by the execution thereof. Section 6. Service and Assessment Plan. That certain "The Woods at Lindsey Place Public Improvement District 2023 Amended & Restated Service and Assessment Plan", dated September 12, 2023 is hereby authorized and approved in substantially the form attached hereto as Exhibit D which is incorporated herein as a part hereof for all purposes and the City Manager, Mayor, Mayor Pro Tem, and City Secretary of the City are each hereby authorized and directed to deliver such Service and Assessment Plan with such changes as may be required to carry out the purposes of this Ordinance. The Service and Assessment Plan, including the method of assessment set forth therein, is approved and adopted as the service and assessment plan for Improvement Area #1 of the District and the updated Improvement Area #1 Assessment Roll attached as Appendix F-1 thereto, which restates the Improvement Area #1 Assessments that have been levied against the Improvement Area #1 Assessed Property by the Assessment 3 Ordinance to incorporate information from the final pricing of the Bonds is hereby approved. The City Secretary is hereby directed to file the Service and Assessment Plan in the real property records of Collin County not later than the seventh (7th) day after the date the City Council adopts this Ordinance approving the Service and Assessment Plan. The City Secretary is further directed to similarly file each Annual Service Plan Update (as defined in the Service and Assessment Plan) approved by the City Council not later than the seventh (7th) day after the date that the City Council approves each Annual Service Plan Update. Section 7. Additional Actions. The Mayor, Mayor Pro Tem, Deputy Mayor Pro- Tem, the City Manager, the Finance Director and the City Secretary are hereby authorized and directed to take any and all actions on behalf of the City necessary or desirable to carry out the intent and purposes of this Ordinance and to issue the Bonds in accordance with the terms of this Ordinance. The Mayor, Mayor Pro Tem, Deputy Mayor Pro-Tem, the City Manager, the Finance Director and the City Secretary are hereby authorized and directed to execute and deliver any and all certificates, agreements, notices, instruction letters, requisitions and other documents which may be necessary or advisable in connection with the sale, issuance and delivery of the Bonds and the carrying out of the purposes and intent of this Ordinance. Section 8. Severability. If any Section, paragraph, clause or provision of this Ordinance shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such Section, paragraph, clause or provision shall not affect any of the remaining provisions of this Ordinance. Section 9. Effective Date. This Ordinance is passed on one reading as authorized by Texas Government Code, Section 1201.028, and shall be effective immediately upon its passage and adoption. 4 EXIMIT A INDENTURE OF TRUST A -I INDENTURE OF TRUST By and Between CITY OF ANNA, TEXAS REGIONS BANK, as Trustee DATED AS OF SEPTEMBER 15, 2023 SECURING $794199000 CITY OF ANNA, TEXAS SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2023 (THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT IMPROVEMENT AREA #1 PROJECT) TABLE OF CONTENTS Page ARTICLE I — DEFINITIONS, FINDINGS AND INTERPRETATION ....................................... 4 SectionI.I. Definitions........................................................................................................... 4 Section1.2. Findings............................................................................................................. 12 Section 1.3. Table of Contents, Titles and Headings............................................................ 12 Section 1.4. Interpretation...................................................................................................... 12 ARTICLE II — THE BONDS........................................................................................................ 13 Section 2.1. Security for the Bonds...................................................................................... 13 Section 2.2. Limited Obligations.......................................................................................... 13 Section 2.3. Authorization for Indenture.............................................................................. 13 Section 2.4. Contract with Owners and Trustee................................................................... 13 ARTICLE III — AUTHORIZATION; GENERAL TERMS AND PROVISIONS REGARDING THEBONDS................................................................................................................................14 Section3.1. Authorization.................................................................................................... 14 Section 3.2. Date, Denomination, Maturities, Numbers and Interest ................................... 14 Section 3.3. Conditions Precedent to Delivery of Bonds ...................................................... 15 Section 3.4. Medium, Method and Place of Payment........................................................... 15 Section 3.5. Execution and Registration of Bonds............................................................... 16 Section3.7. Ownership......................................................................................................... 17 Section 3.8. Registration, Transfer and Exchange................................................................ 18 Section3.9. Cancellation...................................................................................................... 19 Section 3.10. Temporary Bonds.............................................................................................. 19 Section 3.11. Replacement Bonds.......................................................................................... 19 Section 3.12. Book -Entry -Only System.................................................................................. 20 Section 3.13. Successor Securities Depository: Transfer Outside Book -Entry -Only System.21 Section 3.14. Payments to Cede & Co.................................................................................... 21 ARTICLE IV — REDEMPTION OF BONDS BEFORE MATURITY ....................................... 22 Section 4.1. Limitation on Redemption................................................................................ 22 Section 4.2. Mandatory Sinking Fund Redemption.............................................................. 22 Section 4.3. Optional Redemption........................................................................................ 23 Section 4.5. Partial Redemption............................................................................................ 24 Section 4.6. Notice of Redemption to Owners.................................................................... 24 Section 4.7. Payment upon Redemption............................................................................... 25 Section 4.8. Effect of Redemption........................................................................................ 25 ARTICLE V — FORM OF THE BONDS.................................................................................... 25 Section5.1. Form Generally................................................................................................. 25 Section 5.2. Form of the Bonds............................................................................................ 26 Section 5.3. Cusip Registration............................................................ Section5.4. Legal Opinion.................................................................................................... 35 ARTICLE VI — FUNDS AND ACCOUNTS............................................................................... 35 Section 6.1. Establishment of Funds and Accounts.............................................................. 35 Section 6.2. Initial Deposits to Funds and Accounts............................................................ 36 Section 6.3. Pledged Revenue Fund..................................................................................... 37 Section6.4. Bond Fund......................................................................................................... 38 Section6.5. Project Fund...................................................................................................... 38 Section 6.6. Redemption Fund.............................................................................................. 40 Section6.7. Reserve Fund.................................................................................................... 40 Section 6.8. Rebate Fund: Rebatable Arbitrage.................................................................... 42 Section 6.9. Administrative Fund......................................................................................... 42 Section 6.10. Investment of Funds.......................................................................................... 43 ARTICLEVII — COVENANTS................................................................................................... 44 Section 7.1. Confirmation of Assessments........................................................................... 44 Section 7.2. Collection and Enforcement of Assessments.................................................... 45 Section 7.3. Against Encumbrances...................................................................................... 45 Section 7.4. Records, Accounts, Accounting Reports.......................................................... 45 Section 7.5. Covenants Regarding Tax Exemption of Interest on Bonds ............................. 46 ARTICLE VIII — LIABILITY OF CITY...................................................................................... 48 Section 8.1. Liability of City................................................................................................. 48 ARTICLE IX — THE TRUSTEE.................................................................................................. 50 Section 9.1. Acceptance of Trust; Trustee as Registrar and Paying Agent .......................... 50 Section 9.2. Trustee Entitled to Indemnity .................................. ............ ............................. 50 Section 9.3. Responsibilities of the Trustee.......................................................................... 50 Section 9.4. Property Held in Trust...................................................................................... 52 Section 9.5. Trustee Protected in Relying on Certain Documents ........................................ 52 Section 9.6. Compensation................................................................................................... 53 Section 9.7. Permitted Acts................................................................................................... 53 Section 9.8. Resignation of Trustee...................................................................................... 54 Section 9.9. Removal of Trustee........................................................................................... 54 Section 9.10. Successor Trustee.............................................................................................. 54 Section 9.11. Transfer of Rights and Property to Successor Trustee ...................................... 55 Section 9.12. Merger, Conversion or Consolidation of Trustee ............................................. 55 Section 9.13. Trustee to File Continuation Statements........................................................... 56 Section 9.14. Accounts, Periodic Reports and Certificates.................................................... 56 Section 9.15. Construction of Indenture................................................................................. 56 Section 9.16. Offering Documentation................................................................................... 56 ARTICLE X — MODIFICATION OR AMENDMENT OF THIS INDENTURE ....................... 57 Section 10.1. Amendments Permitted..................................................................................... 57 Section 10.2. Owners' Meetings............................................................................................. 57 Section 10.3. Procedure for Amendment with Written Consent of Owners ........................... 58 Section 10.4. Procedure for Amendment not Requiring Owner Consent ............................... 59 Section 10.5. Effect of Supplemental Indenture..................................................................... 59 Section 10.6. Endorsement or Replacement of Bonds Issued after Amendments .................. 59 Section 10.7. Amendatory Endorsement of Bonds................................................................ 59 Section10.8. Waiver of Default............................................................................................. 60 Section 10.9. Execution of Supplemental Indenture............................................................... 60 ARTICLE XI — DEFAULT AND REMEDIES............................................................................ 60 Section 11.1. Events of Default.............................................................................................. 60 Section 11.2. Immediate Remedies for Default...................................................................... 61 Section 11.3. Restriction on Owner's Action......................................................................... 62 Section 11.4. Application of Revenues and Other Moneys after Default ............................... 63 Section 11.5. Effect of Waiver................................................................................................ 63 Section 11.6. Evidence of Ownership of Bonds..................................................................... 64 Section 11.7. No Acceleration................................................................................................ 64 Section 11.8. Mailing of Notice.............................................................................................. 64 Section11.9. Exclusion of Bonds........................................................................................... 64 ARTICLE XII — GENERAL COVENANTS AND REPRESENTATIONS ............................... 65 Section 12.1. Representations as to Trust Estate.................................................................... 65 Section12.2. General............................................................................................................. 65 ARTICLE XIII — SPECIAL COVENANTS..............................................................!.................. 65 Section 13.1. Further Assurances; Due Performance . ........................................ - ................. 65 Section 13.2. Other Obligations or Other Liens; Refunding Bonds ....................................... 66 Section 13.3. Books of Record............................................................................................... 66 ARTICLE XIV — PAYMENT AND CANCELLATION OF THE BONDS AND SATISFACTION OF THE INDENTURE................................................................................... 66 Section 14.1. Trust Irrevocable............................................................................................... 66 Section 14.2. Satisfaction of Indenture................................................................................... 66 Section 14.3. Bonds Deemed Paid.......................................................................................... 67 ARTICLE XV - MISCELLANEOUS.......................................................................................... 68 Section 15.1. Benefits of Indenture Limited to Parties........................................................... 68 Section 15.2. Successor is Deemed Included in all References to Predecessor ..................... 68 Section 15.3. Execution of Documents and Proof of Ownership by Owners.......! .................. 68 Section 15.4. No Waiver of Personal Liability....................................................................... 68 Section 15.5. Notices to and Demands on City and Trustee ................................................... 69 Section 15.6. Partial Invalidity................................................................................................ 69 Section 15.7. Applicable Laws............................................................................................... 69 Section 15.8. Payment on Business Day................................................................................. 70 Section 15.9. Reimbursement Agreement Amendments and Supplements ............................ 70 Section 15.10. Counterparts...................................................................................................... 70 Section 15.11. Texas Government Code Verifications............................................................. 70 iii INDENTURE OF TRUST THIS INDENTURE, dated as of September 15, 2023, is by and between the CITY OF ANNA, TEXAS (the "City"), and REGIONS BANK, an Alabama state banking corporation with offices in Houston, Texas, as trustee (together with its successors, the "Trustee"). Capitalized terms used in the preambles, recitals and granting clauses and not otherwise defined shall have the meanings assigned thereto in Article 1. WHEREAS, on February 15, 2022, a petition (the "Petition") was submitted and filed with the City Secretary of the City (the "City Secretary") pursuant to the Public Improvement District Assessment Act, Chapter 372, Texas Local Government Code, as amended (the "Act" or "PID Act"), requesting the creation of a public improvement district located within the corporate limits of the City to be known as "The Woods at Lindsey Place Public Improvement District" (the "District"); and WHEREAS, the Petition contained the signatures of the owners of taxable real property representing more than fifty percent of the appraised value of taxable real property liable for assessment within the District, as determined by the then current ad valorem tax rolls of the Collin Central Appraisal District, and the signatures of record property owners who own taxable real property that constitutes more than fifty percent of the area of all taxable property that is liable for assessment by the District; and WHEREAS, on January 24, 2023, the City Council of the City (the "City Council") adopted Resolution No. 2023-01-1362 accepting the Petition and calling a public hearing on the creation of the District on February 14, 2023; and WHEREAS, on February 14, 2023, after due notice, the City Council held the public hearing in the manner required by law on the advisability of the improvement projects and services described in the Petition as required by Section 372.009 of the PID Act and, on February 14, 2023, the City Council made the findings required by Section 372.009(b) of the PID Act and, by Resolution No. 2023-02-1378 adopted by the City Council, authorized the District in accordance with its finding as to the advisability of the improvement projects and services; and WHEREAS, following the adoption of Resolution No. 2023-02-1378, the City recorded said Resolution No .2023-02-1378in the real property records of Collin County, Texas; and WHEREAS, no written protests of the District from any owners of record of property within the District were filed with the City Secretary within 20 days after the date of publication of such notice; and WHEREAS, the City, pursuant to Section 372.016(b) of the PID Act, published notice of a public hearing in a newspaper of general circulation in the City where the proposed improvements are to be undertaken to consider the proposed "Assessment Roll" and the "Service and Assessment Plan" and the levy of the "Assessments" on property in the District; and WHEREAS, on February 14, 2023, the City Council called for a public hearing to be held to consider the proposed Assessment Roll, the Service and Assessment Plan and the levy of the Assessments on the Assessed Property, and the City (i) published notice of such public hearing in a newspaper of general circulation in the City and in the extraterritorial jurisdiction of the City where the proposed improvements are to be undertaken pursuant to Section 372.016(b) of the Act and (ii) mailed notice of such public hearing to the last known address of the 'owners of the property liable for the Assessments pursuant to Section 372.016(c) of the Act; and WHEREAS, the City Council convened the public hearing on March 14, 2023, at which all persons who appeared, or requested to appear, in person or by their attorney, were given the opportunity to contend for or contest the Service and Assessment Plan, the Assessment Roll and the Assessments, and to offer testimony pertinent to any issue presented on the amount of the Assessments, the allocation of Improvement Area #1 Project Costs, the purposes of the Assessments, the special benefits of the Assessments and the penalties and interest on annual installments and on delinquent annual installments of the Assessments; and WHEREAS, at the March 14, 2023 public hearing referenced above, there were no written objections or evidence submitted to the City Secretary in opposition to the Service and Assessment Plan, the allocation of Improvement Area #1 Project Costs, the Assessment Roll or the levy of the Assessments; and WHEREAS, the City Council closed the public hearing and, after considering all written and documentary evidence presented at the public hearing, including all written comments and statements filed with the City, at the meeting held on March 14, 2023, approved and accepted the Service and Assessment Plan in conformity with the requirements of the PID Act and adopted the Assessment Ordinance, which Assessment Ordinance approved the Assessment Roll and levied the Assessments; and WHEREAS, the City Council is authorized by the PID Act to issue revenue bonds payable from the Assessments for the purpose of (i) paying a portion of the Improvement Area #1 Project Costs, (ii) funding a reserve fund for payment of principal and interest on the Bonds, (iii) paying a portion of the costs incidental to the organization of the District and (iv) paying the costs of issuance of the Bonds; and WHEREAS, the City Council now desires to issue its revenue bonds, in accordance with the PID Act, such bonds to be entitled "City of Anna, Texas, Special Assessment Revenue Bonds, Series 2023 (The Woods at Lindsey Place Public Improvement District Improvement Area #1 Project)" (the "Bonds"), such Bonds being payable solely from the Trust Estate and for the purposes set forth in this preamble; and WHEREAS, the Trustee has agreed to accept the trusts herein created upon the terms set forth in this Indenture; NOW, THEREFORE, the City, in consideration of the foregoing premises and acceptance by the Trustee of the trusts herein created, of the purchase and acceptance of the Bonds by the Owners thereof, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, does hereby GRANT, CONVEY, PLEDGE, TRANSFER, ASSIGN, and DELIVER to the Trustee for the benefit of the Owners, a security interest in all of the moneys, rights and properties described in the Granting Clauses hereof, as follows (collectively, the "Trust Estate"): 2 FIRST GRANTING CLAUSE The Pledged Revenues, as herein defined, including all moneys and investments held in the Pledged Funds, including any contract or any evidence of indebtedness related thereto or other rights of the City to receive any of such moneys or investments, whether now existing or hereafter coming into existence, and whether now or hereafter acquired; and SECOND GRANTING CLAUSE Any and all other property or money of every name and nature which is, from time to time hereafter by delivery or by writing of any kind, conveyed, pledged, assigned or transferred, to the Trustee as additional security hereunder by the City or by anyone on its behalf or with its written consent, and the Trustee is hereby authorized to receive any and all such property or money at any and all times and to hold and apply the same subject to the terms thereof; and THIRD GRANTING CLAUSE Any and all proceeds of the foregoing property and proceeds from the investment of the foregoing property; TO HAVE AND TO HOLD the Trust Estate, whether now owned or hereafter acquired, unto the Trustee and its successors or assigns; IN TRUST NEVERTHELESS, upon the terms and trusts herein set forth for the benefit of all present and future Owners of the Bonds from time to time issued under and secured by this Indenture, and for enforcement of the payment of the Bonds in accordance with their terms, and for the performance of and compliance with the obligations, covenants, and conditions of this Indenture; PROVIDED, HOWEVER, if the City or its assigns shall well and truly pay, or cause to be paid, the principal or Redemption Price of and the interest on the Bonds at the times and in the manner stated in the Bonds, according to the true intent and meaning thereof, then this Indenture and the rights hereby granted shall cease, terminate and be void; otherwise this Indenture is to be and remain in full force and effect; IN ADDITION, the Bonds are special, limited obligations of the City payable solely from the Trust Estate, as and to the extent provided in this Indenture. The Bonds do not give rise to a charge against the general credit or taxing powers of the City and are not payable except as provided in this Indenture. Notwithstanding anything to the contrary herein, the Owners of the Bonds shall never have the right to demand payment thereof out of any funds of the City other than the Trust Estate. The City shall have no legal or moral obligation to pay for the Bonds out of any funds of the City other than the Trust Estate. THIS INDENTURE FURTHER WITNESSETH, and it is expressly declared, that all Bonds issued and secured hereunder are to be issued, authenticated, and delivered and the Trust Estate hereby created, assigned, and pledged is to be dealt with and disposed of under, upon and subject to the terms, conditions, stipulations, covenants, agreements, trusts, uses, and purposes as hereinafter expressed, and the City has agreed and covenanted, and does hereby agree and covenant, with the Trustee and with the respective Owners from time to time of the Bonds as follows: 3 ARTICLE I DEFINITIONS, FINDINGS AND INTERPRETATION Section I.I. Definitions. Unless otherwise expressly provided or unless the context clearly requires otherwise in this Indenture, the following terms shall have the meanings specified below: "Account", in the singular, means any of the accounts established pursuant to Section 6.1 of this Indenture, and "Accounts", in the plural, means, collectively, all of the accounts established pursuant to Section 6.1 of this Indenture. "Actual Costs" mean with respect to Authorized Improvements, the Developer's demonstrated, reasonable, allocable, and allowable costs of constructing such Authorized Improvements, as specified in a payment request in a form that has been reviewed and approved by the City. Actual Costs may include: (1) the costs incurred by or on behalf of the Developer (either directly or through affiliates) for the design, planning, financing, administration/management, acquisition, installation, construction and/or implementation of such Authorized Improvements; (2) the fees paid for obtaining permits, licenses, or other governmental approvals for such Authorized Improvements; (3) construction management fees equal to 4% of costs; (4) the costs incurred by or on behalf of the Developer for external professional costs, such as engineering, geotechnical, surveying, land planning, architectural landscapers, appraisals, legal, accounting, and similar professional services; (5) all labor, bonds, and materials, including equipment and fixtures, by contractors, builders, and materialmen in connection with the acquisition, construction, or implementation of the Authorized Improvements; (6) all related permitting and public approval expenses, architectural, engineering, and consulting fees, taxes, and governmental fees and charges. "Additional Interest" means the amount collected by the application of the Additional Interest Rate. "Additional Interest Rate" means the 0.50% additional interest charged on the Assessments pursuant to Section 372.018 of the PID Act. "Administrative Fund' means that Fund established by Section 6.1 of this Indenture and administered pursuant to Section 6.9 of this Indenture. "Administrator" means an employee or designee of the City who shall have the responsibilities provided in the Service and Assessment Plan, this Indenture, or any other agreement or document approved by the City related to the duties and responsibilities of the administration of the District. "Annual Collection Costs" mean the actual or budgeted costs and expenses related to the creation and operation of the District, the issuance and sale of PID Bonds, and the construction, operation, and maintenance of the Authorized Improvements, including, but not limited to, costs and expenses for: (1) the Administrator and City staff; (2) legal counsel, engineers, accountants, 4 financial advisors, and other consultants engaged by the City; (3) calculating, collecting, and maintaining records with respect to Assessments and Annual Installments, including the costs of foreclosure; (4) preparing and maintaining records with respect to Assessment Roll and Annual Service Plan Updates; (5) issuing, paying, and redeeming PID Bonds; (6) investing or depositing Assessments and Annual Installments; (7) complying with the Service and Assessment Plan and the PID Act with respect to the issuance and sale of PID Bonds, including continuing disclosure requirements; and (8) the paying agent/registrar and Trustee in connection with PID Bonds, including their respective legal counsel. Annual Collection Costs collected but not expended in any year shall be carried forward and applied to reduce Annual Collection Costs for subsequent years. "Annual Debt Service" means, for each Bond Year, the sum of (i) the interest due on the Outstanding Bonds in such Bond Year, assuming that the Outstanding Bonds are retired as scheduled (including by reason of Sinking Fund Installments), and (ii) the principal amount of the Outstanding Bonds due in such Bond Year (including any Sinking Fund Installments due in such Bond Year). "Annual Installment" means, with respect to each Parcel of Assessed Property, each annual payment of. (i) the principal of and interest on the Assessments as shown on the Assessment Roll or in an Annual Service Plan Update, and as shown in Exhibit F-2 to the Service and Assessment Plan, and calculated as provided in Section VI of the Service and Assessment Plan, (ii) Annual Collection Costs and (iii) the Additional Interest. "Annual Service Plan Update" means an update to the Service and Assessment Plan prepared no less frequently than annually by the Administrator and approved by the City Council. "Applicable Laws" means the PID Act, and all other laws or statutes, rules, or regulations, and any amendments thereto, of the State or of the United States of America, by which the City and its powers, securities, operations, and procedures are, or may be, governed or from which its powers may be derived. "Assessed Property" means the property located in Improvement Area #1 that benefits from the Improvement Area #1 Projects, and is defined as the "Improvement Area #1 Assessed Property" in the Service and Assessment Plan. "Assessment Ordinance" means the ordinance adopted by the City Council on March 14, 2023, as may be amended or supplemented, that levied the Assessments on the Assessed Property. "Assessment Revenues" means the revenues received by the City from the collection of Assessments, including Prepayments, Annual Installments and Foreclosure Proceeds. "Assessment Roll" means the "Improvement Area #1 Assessment Roll", which document is attached to the Service and Assessment Plan as Exhibit F-1, as updated, modified or amended from time to time. 5 "Assessments" means an assessment levied against Assessed Property based on the special benefit conferred on such Assessed Property by the Improvement Area #1 Projects. "Attorney General" means the Attorney General of the State. "Authorized Denomination" means $100,000 and any integral multiple of $1,000 in excess thereof. The City prohibits any Bond to be issued in a denomination of less than $100,000 and further prohibits the assignment of a CUSIP number to any Bond with a denomination of less than $100,000, and any attempt to accomplish either of the foregoing shall be void and of no effect. "Authorized Improvements" shall have the meaning prescribed thereto in the Service and Assessment Plan. "Bond' means any of the Bonds. "Bond Counsel" means McCall, Parkhurst & Horton L.L.P. or any other attorney or firm of attorneys designated by the City that are nationally recognized for expertise in rendering opinions as to the legality and tax-exempt status of securities issued by public entities. "Bond Fund" means the Fund established pursuant to Section 6.1 and administered pursuant to Section 6.4 of this Indenture. "Bond Ordinance" means the ordinance adopted by the City Council on December 13, 2023 authorizing the issuance of the Bonds pursuant to this Indenture. "Bond Pledged Revenue Account" means the Account in the Pledged Revenue Fund established pursuant to Section 6.1 of this Indenture. "Bond Year" means the one-year period beginning on October 1 in each year and ending on September 30 in the following year. "Bonds" means the City's bonds authorized to be issued by Section 3.1 of this Indenture entitled "City of Anna, Texas, Special Assessment Revenue Bonds, Series 2023 (The Woods at Lindsey Place Public Improvement District Improvement Area #1 Project)" and, in the event the City issues Refunding Bonds pursuant to Section 13.2 hereof, the term "Bonds"'', shall include such Refunding Bonds. "Business Day" means any day other than a Saturday, Sunday or legal holiday in the State observed as such by the City or the Trustee or any national holiday observed by the; Trustee. "Certificate for Payment" means, with respect to payment or reimbursement of Improvement Area #1 Project Costs, a certificate substantially in the form of Exhibit A attached to the Reimbursement Agreement and executed by a Person approved by the City Representative that is delivered to the City Representative and the Trustee specifying the amount of work performed and the Improvement Area #1 Project Costs thereof, and requesting payment for such Improvement Area #1 Project Costs from money on deposit in the Improvement Area #1 Bond rel Improvement Account of the Project Fund as further described in the Reimbursement Agreement and Section 6.5 of this Indenture. "City Certificate" means written instructions by the City, executed by a City Representative. "City Representative" means that official or agent of the City authorized by the City Council to undertake the action referenced herein. "Code" means the Internal Revenue Code of 1986, as amended, including applicable regulations, published rulings and court decisions. "Comptroller" means the Comptroller of Public Accounts of the State. "Costs of Issuance Account" means the Account in the Project Fund established pursuant to Section 6.1 of this Indenture. "Defeasance Securities" means Investment Securities then authorized by applicable law for the investment of funds to defease public securities. "Delinquency and Prepayment Reserve Account" means the reserve account administered by the City and segregated from other funds of the City and established by Section 6.1 of this Indenture. "Delinquency and Prepayment Reserve Requirement" means an amount equal to 5.5% of the principal amount of the Outstanding Bonds to be funded from the Additional Interest deposited to the Pledged Revenue Fund and transferred to the Delinquency and Prepayment Reserve Account. "Delinquent Collection Costs" mean costs related to the foreclosure on Assessed Property and the costs of collection of delinquent Assessments, delinquent Annual Installments, or any other delinquent amounts due under the Service and Assessment Plan, including penalties and reasonable attorney's fees actually paid, but excluding amounts representing interest and penalty interest. "Delivery Date" means October 10, 2023, which is the date of delivery of the Bonds to the initial purchaser or purchasers thereof against payment therefor. "Designated Payment/Transfer Office" means (i) with respect to the initial Paying Agent/Registrar named in this Indenture, the transfer/payment office designated by the Paying Agent/Registrar, which shall initially be located in Houston, Texas, and (ii) with respect to any successor Paying Agent/Registrar, the office of such successor designated and located as may be agreed upon by the City and such successor. "Developer" means D.R. Horton — Texas, Ltd., a Texas limited partnership, and any successor thereto. 7 "DTC" means The Depository Trust Company of New York, New York, or any successor securities depository. "DTC Participant" means brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations on whose behalf DTC was created to hold securities to facilitate the clearance and settlement of securities transactions among DTC Participants. "Foreclosure Proceeds" means the proceeds, including interest and penalty interest, received by the City from the enforcement of the Assessments against any Assessed Property, whether by foreclosure of lien or otherwise, but excluding and net of all Delinquent Collection Costs. "Fund", in the singular, means any of the funds established pursuant to Section 6.1 of this Indenture, and "Funds", in the plural, means, collectively, all of the funds established pursuant to Section 6.1 of this Indenture. i "Improvement Area #1" means that portion of the District generally described in Section II of the Service and Assessment Plan and generally shown in Exhibit A-3 ito the Service and Assessment Plan and as specifically described in Exhibit I-2 to the Service and Assessment Plan. "Improvement Area #1 Project Costs" means the Actual Costs, as defined'in the Service and Assessment Plan (excluding Annual Collection Costs), of the Improvement Area #1 Projects. "Improvement Area #1 Projects" shall have the meaning assigned thereto in the Service and Assessment Plan. "Indenture" means this Indenture of Trust as originally executed or as it may be from time to time supplemented or amended by one or more indentures supplemental hereto and entered into pursuant to the applicable provisions hereof. "Independent Financial Consultant" means any consultant or firm of such consultants appointed by the City who, or each of whom: (i) is judged by the City, as the case may be, to have experience in matters relating to the issuance and/or administration of the Bonds; (ii) is in fact independent and not under the domination of the City; (iii) does not have any substantial interest, direct or indirect, with or in the City, or any owner of real property in the District, or any real property in the District; and (iv) is not connected with the City as an officer or employee of the City, but who may be regularly retained to make reports to the City. "Initial Bonds" means the Initial Bonds authorized by Section 5.2 of this Indenture. "Interest Payment Date" means the date or dates upon which interest on! the Bonds is scheduled to be paid until their respective dates of maturity or prior redemption, such dates being on March 15 and September 15 of each year, commencing March 15, 2024. "Investment Securities" means those authorized investments described in the Public Funds Investment Act, Chapter 2256, Government Code, as amended, which investments are, at the time made, included in and authorized by the City's official investment policy as approved 8 by the City Council from time to time. Such Investment Securities may include money market funds that are rated in either of the two highest categories by a rating agency, including funds for which the Trustee and/or its affiliates provide investment advisory or other management services; provided that such money market funds are authorized investments described in the Public Funds Investment Act, Chapter 2256, Government Code, as amended. "Maximum Annual Debt Service" means the largest Annual Debt Service for any Bond Year after the calculation is made through the final maturity date of any Outstanding Bonds. "Other Obligations" means any bonds, temporary notes, time warrants, or an obligation under an installment sale contract or reimbursement agreement secured in whole or in part by an assessment, other than the Assessments securing the Bonds, levied against property within Improvement Area # 1 in accordance with the PID Act. "Outstanding" means, as of any particular date when used with reference to Bonds, all Bonds authenticated and delivered under this Indenture except (i) any Bond that has been canceled by the Trustee (or has been delivered to the Trustee for cancellation) at or before such date, (ii) any Bond for which the payment of the principal or Redemption Price of and interest on such Bond shall have been made as provided in Article IV, (iii) any Bond in lieu of or in substitution for which a new Bond shall have been authenticated and delivered pursuant to Section 3.10 of this Indenture and (iv) any Bond alleged to have been mutilated, destroyed, lost or stolen which have been paid as provided in this Indenture. "Owner" means the Person who is the registered owner of a Bond or Bonds, as shown in the Register, which shall be Cede & Co., as nominee for DTC, so long as the Bonds are in book - entry only form and held by DTC as securities depository in accordance with Section 3.11 of this Indenture. "Parcel" or "Parcels" means a parcel or parcels within the District identified by either a tax map identification number assigned by the Collin Central Appraisal District for real property tax purposes or by lot and block number in a final subdivision plat recorded in the real property records of Collin County. "Paying Agent/Registrar" means initially the Trustee, or any successor thereto as provided in this Indenture. "Person" or "Persons" means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof. "Pledged Funds" means, collectively, the Pledged Revenue Fund, the Bond Fund, the Project Fund, the Reserve Fund and the Redemption Fund. "Pledged Revenue Fund" means that fund established pursuant to Section 6.1 of this Indenture and administered pursuant to Section 6.3 of this Indenture. "Pledged Revenues" means, collectively, the (i) Assessment Revenues (excluding the portion of the Assessments and Annual Installments collected for the payment of Annual 9 Collection Costs and Delinquent Collection Costs, as set forth in the Service and Assessment Plan), (ii) the moneys held in any of the Pledged Funds and (iii) any additional revenues that the City may pledge to the payment of the Bonds. "Prepayment" means the payment of all or a portion of an Assessment before the due date thereof. Amounts received at the time of a Prepayment which represent a payment of principal, interest or penalties on a delinquent installment of an Assessment are not to be considered a Prepayment, but rather are to be treated as the payment of the regularly scheduled Assessment. . "Principal and Interest Account" means the Account in the Bond Fund established pursuant to Section 6.1 of this Indenture. "Project Fund" means that fund established pursuant to Section 6.1 and administered pursuant to Section 6.5. "Purchaser" means the initial purchaser of the Bonds. "Rebatable Arbitrage" means rebatable arbitrage as defined in Section 1.148-3 of the Treasury Regulations. "Rebate Fund" means that fund established pursuant to Section 6.1 of this iIndenture and administered pursuant to Section 6.8 of this Indenture. "Record Date" means the close of business on the last Business Day of the month next preceding an Interest Payment Date. "Redemption Fund' means that fund established pursuant to Section 6.1 of this Indenture and administered pursuant to Section 6.6 of this Indenture. "Redemption Price" means, when used with respect to any Bond or portion thereof, the principal amount of such Bond or such portion thereof plus the applicable premium, if any, plus accrued and unpaid interest on such Bond to the date fixed for redemption payable upon redemption thereof pursuant to this Indenture. "Refunding Bonds" means bonds issued to refund all or any portion of the Outstanding Bonds and secured by a parity lien with the Outstanding Bonds on the Pledged i Revenues, as more specifically described in the Supplemental Indenture authorizing such Refunding Bonds. "Register" means the register specified in Article III of this Indenture. "Reimbursement Agreement" means the Improvement Area #1 Funding and Reimbursement Agreement, The Woods at Lindsey Place Public Improvement District, by and between the City and the Developer, dated as of March 14, 2023, as may be amended and/or supplemented from time to time, which provides, in part, for the construction and maintenance of the Improvement Area #1 Projects, the issuance of the Bonds, the payment or reimbursement of costs of Improvement Area #1 Projects not paid from the Project Fund, and other matters related thereto. 10 "Reserve Account" means the Account in the Reserve Fund established pursuant to Section 6.1 of this Indenture. "Reserve Fund" means that fund established pursuant to Section 6.1 of this Indenture and administered pursuant to Section 6.7 of this Indenture. "Reserve Fund Obligations" means cash or Investment Securities. "Reserve Account Requirement" means the least of. (i) Maximum Annual Debt Service on the Bonds as of the date of issuance, (ii) 125% of average Annual Debt Service on the Bonds as of the date of issuance, and (iii) 10% of the proceeds of the Bonds; provided, however, that such amount shall be reduced by the amount of any transfers made pursuant to Section 6.7(c); and provided further that as a result of (1) an optional redemption pursuant to Section 4.3 or (2) an extraordinary optional redemption pursuant to Section 4.4, the Reserve Account Requirement shall be reduced by a percentage equal to the pro rata principal amount of Bonds redeemed by such redemption divided by the total principal amount of the Outstanding Bonds prior to such redemption. As of the Delivery Date, the Reserve Account Requirement is $ , which is an amount equal to the Reserve Account Requirement defined above. "Service and Assessment Plan" means the document, including the Assessment Roll, which is attached as Exhibit A of the Assessment Ordinance, as may be updated, amended and supplemented from time to time. "Sinking Fund Installment" means the amount of money to redeem or pay at maturity the principal of a Stated Maturity of Bonds payable from such installments at the times and in the amounts provided in Section 4.2 of this Indenture. "Special Record Date" has the meaning set forth in in the form of Bond included in Section 5.2 hereof. "State" means the State of Texas. "Stated Maturity" means the date the Bonds, or any portion of the Bonds, as applicable, are scheduled to mature without regard to any redemption or Prepayment. "Supplemental Indenture" means an indenture which has been duly executed by the Trustee and a City Representative pursuant to an ordinance adopted by the City Council and which indenture amends or supplements this Indenture, but only if and to the extent that such indenture is specifically authorized hereunder. "Treasury Regulations" shall have the meaning assigned to such term in Section 7.5(c). "Trust Estate" means the Trust Estate described in the granting clauses of this Indenture, and the Trust Estate shall only include Pledged Revenues related to the Assessments levied on the Assessed Property within Improvement Area #1, unless the City pledges additional revenues to the payment of the Bonds, which additional pledge may only be created in a Supplemental Indenture. 11 "Trustee" means Regions Bank, Houston, Texas, an Alabama state banking corporation with offices in Houston, Texas and authorized to do business in the State, in its capacity as trustee hereunder, and its successors, and any other corporation or association that may at any time be substituted in its place, as provided in Article IX, such entity to serve as Trustee and Paying Agent/Registrar for the Bonds. "Value of Investment Securities" means the amortized value of any Investment Securities, provided, however, that all United States of America, United States Treasury Obligations — State and Local Government Series shall be valued at par and those obligations which are redeemable at the option of the holder shall be valued at the price at which such obligations are then redeemable. The computations shall include accrued interest on the investment securities paid as a part of the purchase price thereof and not collected. For the purposes of this definition "amortized value," when used with respect to a security purchased at par means the purchase price of such security and when used with respect to a security purchased at a premium above or discount below par, means as of any subsequent date of valuation, the value obtained by dividing the total premium or discount by the number of interest payment dates remaining to maturity on any such security after such purchase and by multiplying the amount as calculated by the number of interest payment dates having passed since the date of purchase and (i) in the case of a security purchased at a premium, by deducting the product thus obtained from the purchase price, and (ii) in the case of a security purchased at a discount, by adding the product thus obtained to the purchase price. Section 1.2. Findings. The declarations, determinations and findings declared, made and found in the preamble to this Indenture are hereby adopted, restated and made a part of the operative provisions hereof. Section 1.3. Table of Contents, Titles and Headings. The table of contents, titles, and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only and are not to be considered a part hereof and shall not in any way modify or restrict any of the terms or provisions hereof and shall never be considered or given any effect in construing this Indenture or any provision hereof or in ascertaining intent, if any question of intent should arise. Section 1.4. Interpretation. (a) Unless the context requires otherwise, words of the masculine gender shall be construed to include correlative words of the feminine and neuter genders and vice versa, and words of the singular number shall be construed to include correlative words '� of the plural number and vice versa. (b) Words importing persons include any individual, corporation, limited liability company, partnership, joint venture, association, joint stock company, trust, unincorporated organization or government or agency or political subdivision thereof. (c) Any reference to a particular Article or Section shall be to such Article or Section of this Indenture unless the context shall require otherwise. 12 (d) This Indenture and all the terms and provisions hereof shall be liberally construed to effectuate the purposes set forth herein to sustain the validity of this Indenture. ARTICLE II THE BONDS Section 2.1. Security for the Bonds. (a) The Bonds, as to principal, interest and redemption premium, if any, are and shall be equally and ratably secured by and payable from a first lien on and pledge of the Trust Estate. (b) The lien on and pledge of the Trust Estate shall be valid and binding and fully perfected from and after the Delivery Date, without physical delivery or transfer of control of the Trust Estate, the filing of this Indenture or any other act; all as provided in Chapter 1208 of the Texas Government Code, as amended, which applies to the issuance of the Bonds and the pledge of the Trust Estate granted by the City under this Indenture, and such pledge is therefore valid, effective and perfected. If State law is amended at any time while the Bonds are Outstanding such that the pledge of the Trust Estate granted by the City under this Indenture is to be subject to the filing requirements of Chapter 9, Business and Commerce Code, then in order to preserve to the registered owners of the Bonds the perfection of the security interest in said pledge, the City agrees to take such measures as it determines are reasonable and necessary under State law to comply with the applicable provisions of Chapter 9, Business and Commerce Code and enable a filing to perfect the security interest in said pledge to occur. Section 2.2. Limited Obligations. The Bonds are special and limited obligations of the City, payable solely from and secured solely by the Trust Estate, including the Pledged Revenues; and the Bonds shall never be payable out of funds raised or to be raised by taxation or from any other revenues, properties or income of the City. Section 2.3. Authorization for Indenture. The terms and provisions of this Indenture and the execution and delivery hereof by the City to the Trustee have been duly authorized by official action of the City Council. The City has ascertained and it is hereby determined and declared that the execution and delivery of this Indenture is necessary to carry out and effectuate the purposes set forth in the preambles of this Indenture and that each and every covenant or agreement herein contained and made is necessary, useful and/or convenient in order to better secure the Bonds and is a contract or agreement necessary, useful and/or convenient to carry out and effectuate the purposes herein described. Section 2.4. Contract with Owners and Trustee. (a) The purposes of this Indenture are to establish a lien and the security for, and to prescribe the minimum standards for the authorization, issuance, execution and delivery of, the 13 Bonds and to prescribe the rights of the Owners, and the rights and duties of the City and the Trustee. (b) In consideration of the purchase and acceptance of any or all of the Bonds by those who shall purchase and hold the same from time to time, the provisions of this Indenture shall be a part of the contract of the City with the Owners, and shall be deemed to be and shall constitute a contract among the City, the Owners, and the Trustee. ARTICLE III AUTHORIZATION; GENERAL TERMS AND PROVISIONS REGARDING THE BONDS Section 3.1. Authorization. The Bonds are hereby authorized to be issued and delivered in accordance with the Constitution and laws of the State, including particularly the PID Act. The Bonds shall be issued in the aggregate principal amount of $7,419,000 for the purpose of (i) paying a portion of the Improvement Area #1 Project Costs, (ii) funding a reserve fund for payment of principal and interest on the Bonds, (iii) paying a portion of the costs incidental to the organization of the District and (iv) paying the costs of issuance of the Bonds. Section 3.2. Date, Denomination, Maturities, Numbers and Interest. (a) The Bonds shall be dated the Delivery Date and shall be issued in Authorized Denominations. The Bonds shall be in fully registered form, without coupons„ and shall be numbered separately from R-1 upward, except the Initial Bond, which shall be numbered T-1. (b) Interest shall accrue and be paid on each Bond from the later of the Delivery Date or the most recent Interest Payment Date to which interest has been paid or provided for, at the rate per annum set forth below until the principal thereof has been paid on the maturity date specified below, or on a date of earlier redemption, or otherwise provided for. Such interest shall be payable semiannually on March 15 and September 15 of each year, commencing March 15, 2024, computed on the basis of a 360-day year of twelve 30-day months. (c) The Bonds shall mature on September 15 in the years and in the principal amounts and shall bear interest at the rates set forth below: Principal Interest Year Amount Rate 2030 $ 875,000 4.875% 2043 $2,662,000 5.625% 2053 $3,882,000 5.875% (d) The Bonds shall be subject to mandatory sinking fund redemption, optional redemption, and extraordinary optional redemption prior to maturity as provided in Article IV, and shall otherwise have the terms, tenor, denominations, details, and specifications as set forth in the form of Bond set forth in Section 5.2. 14 Section 3.3. Conditions Precedent to Delivery of Bonds. The Bonds shall be executed by the City and delivered to the Trustee, whereupon the Trustee shall authenticate the Bonds and, upon payment of the purchase price of the Bonds, shall deliver the Bonds upon the order of the City, but only upon delivery to the Trustee of: thereto; (a) a certified copy of the Assessment Ordinance; (b) a certified copy of the Bond Ordinance; (c) a copy of the executed Reimbursement Agreement with all executed amendments (d) a copy of this Indenture executed by the Trustee and the City; (e) an executed City Certificate directing the authentication and delivery of the Bonds, describing the Bonds to be authenticated and delivered, designating the purchasers to whom the Bonds are to be delivered, stating the purchase price of the Bonds and stating that all items required by this Section are therewith delivered to the Trustee; (f) an executed Signature and No -Litigation Certificate; (g) an executed opinion of Bond Counsel; and (h) the approving opinion of the Attorney General of the State and the State Comptroller's registration certificate. Section 3.4. Medium, Method and Place of Payment. (a) Principal of and interest on the Bonds shall be paid in lawful money of the United States of America, as provided in this Section. (b) Interest on the Bonds shall be payable to the Owners thereof as shown in the Register at the close of business on the relevant Record Date or Special Record Date, as applicable. (c) Interest on the Bonds shall be paid by check, dated as of the Interest Payment Date, and sent, first class United States mail, postage prepaid, by the Paying Agent/Registrar to each Owner at the address of each as such appears in the Register or by such other customary banking arrangement acceptable to the Paying Agent/Registrar and the Owner; provided, however, the Owner shall bear all risk and expense of such other banking arrangement. (d) The principal of each Bond shall be paid to the Owner of such Bond on the due date thereof, whether at the maturity date or the date of prior redemption thereof, upon presentation and surrender of such Bond at the Designated Payment/Transfer Office of the Paying Agent/Registrar. 15 (e) If the date for the payment of the principal of or interest on the Bonds shall be a Saturday, Sunday, legal holiday, or day on which banking institutions in the city where the Designated Payment/Transfer Office of the Paying Agent/Registrar is located are required or authorized by law or executive order to close, the date for such payment shall be the next succeeding day that is not a Saturday, Sunday, legal holiday, or day on which banking institutions are required or authorized to close, and payment on such date shall for all purposes be deemed to have been made on the due date thereof as specified in Section 3.2 of this Indenture. (f) Unclaimed payments of amounts due hereunder shall be segregated in a special account and held in trust, uninvested by the Paying Agent/Registrar, for the account of the Owner of the Bonds to which such unclaimed payments pertain. Subject to, any escheat, abandoned property, or similar law of the State, any such payments remaining unclaimed by the Owners entitled thereto for three (3) years after the applicable payment or redemption date shall be applied to the next payment or payments on the Bonds thereafter coming due and, to the extent any such money remains after the retirement of all Outstanding Bonds, shall) be paid to the City to be used for any lawful purpose. Thereafter, none of the City, the Paying Agent/Registrar, or any other Person shall be liable or responsible to any holders of such Bonds for any further payment of such unclaimed moneys or on account of any such Bonds, subject to any applicable escheat law or similar law of the State. Section 3.5. Execution and Registration of Bonds. (a) The Bonds shall be executed on behalf of the City by the Mayor (or in the Mayor's absence, the Mayor Pro-Tem) and City Secretary, by their manual or facsimile signatures, and the official seal of the City shall be impressed or placed in facsimile thereon such facsimile signatures on the Bonds shall have the same effect as if each of the Bonds had been signed manually and in person by each of said officers, and such facsimile seal 'on the Bonds shall have the same effect as if the official seal of the City had been manually impressed upon each of the Bonds. (b) In the event that any officer of the City whose manual or facsimile signature appears on the Bonds ceases to be such officer before the authentication of such Bonds or before the delivery thereof, such manual or facsimile signature nevertheless shall be valid land sufficient for all purposes as if such officer had remained in such office. (c) Except as provided below, no Bond shall be valid or obligatory for any purpose or be entitled to any security or benefit of this Indenture unless and until there appears thereon the Certificate of Trustee substantially in the form provided herein, duly authenticated by manual execution by an officer or duly authorized signatory of the Trustee. It shall not be required that the same officer or authorized signatory of the Trustee sign the Certificate of Trustee on all of the Bonds. In lieu of the executed Certificate of Trustee described above, the Initial Bond delivered on the Delivery Date shall have attached thereto the Comptroller's Registration Certificate substantially in the form provided herein, manually executed by the Comptroller, or by his duly authorized agent, which certificate shall be evidence that the Initial Bond has been duly approved by the Attorney General, is a valid and binding obligation of the City, and has been registered by the Comptroller. 16 (d) On the Delivery Date, one Initial Bond representing the entire principal amount of all Bonds, payable in stated installments to the Purchaser, or its designee, executed with the manual or facsimile signatures of the Mayor (or in the Mayor's Absence, the Mayor Pro-Tem) and the City Secretary, approved by the Attorney General, and registered and manually signed by the Comptroller, will be delivered to the Purchaser or its designee. Upon payment for the Initial Bond, the Trustee shall cancel the Initial Bond and deliver to DTC on behalf of the Purchaser one registered definitive Bond for each year of maturity of the Bonds, in the aggregate principal amount of all Bonds for such maturity, registered in the name of Cede & Co., as nominee of DTC. Section 3.6 Refunding Bonds. (a) Except in accordance with the provisions of this Indenture, including Section 13.2, the City shall not issue additional bonds, notes or other obligations payable from any portion of the Trust Estate, other than Refunding Bonds. The City reserves the right to issue Refunding Bonds, the proceeds of which would be utilized to refund all or any portion of the Outstanding Bonds or Outstanding Refunding Bonds and to pay all costs incident to the Refunding Bonds, as authorized by the laws of the State of Texas. Except as limited by the terms of this Indenture, including Section 13.2, the City reserves the right to incur debt payable from sources other than the Trust Estate, including revenue derived from contracts with other entities, including private corporations, municipalities and political subdivisions issued particularly for the purchase, construction, improvement, extension, replacement, enlargement or repair of the facilities needed in performing any such contract. (b) The principal of all Refunding Bonds must be scheduled to be paid, be subject to mandatory sinking fund redemption or mature on September 15 of the years in which such principal is scheduled to be paid. All Refunding Bonds must bear interest at a fixed rate and any interest payment dates for Refunding Bonds must be March 15 and September 15. The date, rate or rates of interest on, interest payment dates, maturity dates, redemption and all other terms and provisions of Refunding Bonds shall be set forth in a Supplemental Indenture. (c) Upon their authorization by the City, the Refunding Bonds of a series issued under this Section 3.6 and in accordance with Article IV hereof shall be issued and shall be delivered to the purchasers or owners thereof, but before, or concurrently with, the delivery of said Refunding Bonds to such purchasers or owners there shall have been filed with the Trustee the items required by Section 3.3 above. Section 3.7. Ownership. (a) The City, the Trustee, the Paying Agent/Registrar and any other Person may treat the Person in whose name any Bond is registered as the absolute owner of such Bond for the purpose of making and receiving payment as provided herein (except interest shall be paid to the Person in whose name such Bond is registered on the Record Date or Special Record Date, as applicable) and for all other purposes, whether or not such Bond is overdue, and none of the City, the Trustee or the Paying Agent/Registrar shall be bound by any notice or knowledge to the contrary. 17 (b) All payments made to the Owner of any Bond shall be valid and effectual and shall discharge the liability of the City, the Trustee and the Paying Agent/Registrar upon such Bond to the extent of the sums paid. Section 3.8. Registration, Transfer and Exchange. (a) So long as any Bond remains Outstanding, the City shall cause the Paying Agent/Registrar to keep at the Designated Payment/Transfer Office a Register in which, subject to such reasonable regulations as it may prescribe, the Paying Agent/Registrar shall provide for the registration and transfer of Bonds in accordance with this Indenture. The Paying Agent/Registrar represents and warrants that it will maintain a copy of the Register, and shall cause the Register to be current with all registration and transfer information as from time to time may be applicable. (b) A Bond shall be transferable only upon the presentation and surrender thereof at the Designated Payment/Transfer Office of the Paying Agent/Registrar with such endorsement or other evidence of transfer as is acceptable to the Paying Agent/Registrar. No transfer of any Bond shall be effective until entered in the Register. (c) The Bonds shall be exchangeable upon the presentation and surrender thereof at the Designated Payment/Transfer Office of the Paying Agent/Registrar for a Bond or Bonds of the same maturity and interest rate and in any Authorized Denomination and in an aggregate principal amount equal to the unpaid principal amount of the Bond presented for exchange. The Trustee is hereby authorized to authenticate and deliver Bonds exchanged for other Bonds in accordance with this Section. (d) The Trustee is hereby authorized to authenticate and deliver Bonds transferred or exchanged in accordance with this Section. A new Bond or Bonds will be delivered by the Paying Agent/Registrar, in lieu of the Bond being transferred or exchanged, at the Designated Payment/Transfer Office, or sent by United States mail, first class, postage prepaid, to the Owner or his designee. Each transferred Bond delivered by the Paying Agent/Registrar in accordance with this Section shall constitute an original contractual obligation of the City and shall be entitled to the benefits and security of this Indenture to the same extent as the Bond or Bonds in lieu of which such transferred Bond is delivered. (e) Each exchange Bond delivered in accordance with this Section shall constitute an original contractual obligation of the City and shall be entitled to the benefits and security of this Indenture to the same extent as the Bond or Bonds in lieu of which such exchange Bond is delivered. (f) No service charge shall be made to the Owner for the initial registration, subsequent transfer, or exchange for a different denomination of any of the Bonds. The Paying Agent/Registrar, however, may require the Owner to pay a sum sufficient to cover any tax or other governmental charge that is authorized to be imposed in connection with the registration, transfer, or exchange of a Bond. (g) Neither the City nor the Paying Agent/Registrar shall be required to issue, transfer, or exchange any Bond or portion thereof called for redemption prior to maturity within 18 forty-five (45) days prior to the date fixed for redemption; provided, however, such limitation shall not be applicable to an exchange by the Owner of the uncalled principal balance of a Bond. Section 3.9. Cancellation. All Bonds paid or redeemed before scheduled maturity in accordance with this Indenture, and all Bonds in lieu of which exchange Bonds or replacement Bonds are authenticated and delivered in accordance with this Indenture, shall be cancelled, and proper records shall be made regarding such payment, redemption, exchange, or replacement. Whenever in this Indenture provision is made for the cancellation by the Trustee of any Bonds, the Trustee shall dispose of cancelled Bonds in accordance with its record retention policies. Section 3.10. Temporary Bonds. (a) Following the delivery and registration of the Initial Bond and pending the preparation of definitive Bonds, the proper officers of the City may execute and, upon the City's request, the Trustee shall authenticate and deliver, one or more temporary Bonds that are printed, lithographed, typewritten, mimeographed or otherwise produced, in any denomination, substantially of the tenor of the definitive Bonds in lieu of which they are delivered, without coupons, and with such appropriate insertions, omissions, substitutions and other variations as the officers of the City executing such temporary Bonds may determine, as evidenced by their signing of such temporary Bonds. (b) Until exchanged for Bonds in definitive form, such Bonds in temporary form shall be entitled to the benefit and security of this Indenture. (c) The City, without unreasonable delay, shall prepare, execute and deliver to the Trustee the Bonds in definitive form; thereupon, upon the presentation and surrender of the Bond or Bonds in temporary form to the Paying Agent/Registrar, the Paying Agent/Registrar shall cancel the Bonds in temporary form and the Trustee shall authenticate and deliver in exchange therefor a Bond or Bonds of the same maturity and series, in definitive form, in the Authorized Denomination, and in the same aggregate principal amount, as the Bond or Bonds in temporary form surrendered. Such exchange shall be made without the making of any charge therefor to any Owner. Section 3.11. Replacement Bonds. (a) Upon the presentation and surrender to the Paying Agent/Registrar of a mutilated Bond, the City shall issue and the Trustee shall authenticate and deliver in exchange therefor a replacement Bond of like tenor and principal amount, bearing a number not contemporaneously outstanding. The City or the Paying Agent/Registrar may require the Owner of such Bond to pay a sum sufficient to cover any tax or other governmental charge that is authorized to be imposed in connection therewith and any other expenses connected therewith. (b) In the event that any Bond is lost, apparently destroyed or wrongfully taken, the City shall issue and the Trustee, pursuant to the applicable laws of the State and in the absence of notice or knowledge that such Bond has been acquired by a bona fide purchaser, shall authenticate and deliver a replacement Bond of like tenor and principal amount bearing a number 19 not contemporaneously outstanding, provided that the Owner first complies with the following requirements: (i) furnishes to the Paying Agent/Registrar satisfactory evidence of his or her ownership of and the circumstances of the loss, destruction or theft of such Bond; (ii) furnishes such security or indemnity as may be required by the Paying Agent/Registrar and the Trustee to save them and the City harmless; (iii) pays all expenses and charges in connection therewith, including, but not limited to, printing costs, legal fees, fees of the Trustee and the Paying Agent/Registrar and any tax or other governmental charge that is authorized to be imposed; and (iv) satisfies any other reasonable requirements imposed by the City and the Trustee. (c) After the delivery of such replacement Bond, if a bona fide purchaser of the original Bond in lieu of which such replacement Bond was issued presents for payment such original Bond, the City and the Paying Agent/Registrar shall be entitled to recover such replacement Bond from the Person to whom it was delivered or any Person taking therefrom, except a bona fide purchaser, and shall be entitled to recover upon the security' or indemnity provided therefor to the extent of any loss, damage, cost, or expense incurred by the City, the Paying Agent/Registrar or the Trustee in connection therewith. (d) In the event that any such mutilated, lost, apparently destroyed or wrongfully taken Bond has become or is about to become due and payable, the Paying Agent/Registrar, in its discretion, instead of issuing a replacement Bond, may pay such Bond if it has become due and payable or may pay such Bond when it becomes due and payable. (e) Each replacement Bond delivered in accordance with this Section shall constitute an original additional contractual obligation of the City and shall be entitled to the benefits and security of this Indenture to the same extent as the Bond or Bonds in lieu of which such replacement Bond is delivered. Section 3.12. Book -Entry -Only System. (a) The Bonds shall initially be issued in book -entry -only form and shall be deposited with DTC, which is hereby appointed to act as the securities depository therefor, in accordance with the blanket issuer letter of representations from the City to DTC. On the Delivery Date, the definitive Bonds shall be issued in the form of a single typewritten certificate for each maturity thereof registered in the name of Cede & Co., as nominee for DTC. (b) With respect to Bonds registered in the name of Cede & Co., as nominee of DTC, the City and the Paying Agent/Registrar shall have no responsibility or obligation to any DTC Participant or to any Person on behalf of whom such a DTC Participant holds an interest in the Bonds. Without limiting the immediately preceding sentence, the City and the Paying Agent/Registrar shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any DTC Participant with respect to any ownership interest in 20 the Bonds, (ii) the delivery to any DTC Participant or any other Person, other than an Owner, as shown on the Register, of any notice with respect to the Bonds, including any notice of redemption, or (iii) the payment to any DTC Participant or any other Person, other than an Owner, as shown in the Register of any amount with respect to principal of, premium, if any, or interest on the Bonds. Notwithstanding any other provision of this Indenture to the contrary, the City and the Paying Agent/Registrar shall be entitled to treat and consider the Person in whose name each Bond is registered in the Register as the absolute owner of such Bond for the purpose of payment of principal of, premium, if any, and interest on Bonds, for the purpose of giving notices of redemption and other matters with respect to such Bond, for the purpose of registering transfer with respect to such Bond, and for all other purposes whatsoever. The Paying Agent/Registrar shall pay all principal of, premium, if any, and interest on the Bonds only to or upon the order of the respective Owners as shown in the Register, as provided in this Indenture, and all such payments shall be valid and effective to fully satisfy and discharge the City's obligations with respect to payment of principal of, premium, if any, and interest on the Bonds to the extent of the sum or sums so paid. No Person other than an Owner, as shown in the Register, shall receive a Bond certificate evidencing the obligation of the City to make payments of amounts due pursuant to this Indenture. Upon delivery by DTC to the Paying Agent/Registrar of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions in this Indenture with respect to interest checks or drafts being mailed to the registered owner at the close of business on the Record Date or Special Record Date, as applicable, the word "Cede & Co." in this Indenture shall refer to such new nominee of DTC. Section 3.13. Successor Securities Depository: Transfer Outside Book -Entry -Only System. In the event that the City determines that DTC is incapable of discharging its responsibilities described herein and in the blanket issuer letter of representations from the City to DTC, the City shall (i) appoint a successor securities depository, qualified to act as such under Section 17(a) of the Securities and Exchange Act of 1934, as amended, notify DTC and DTC Participants of the appointment of such successor securities depository and transfer one or more separate Bonds to such successor securities depository; or (ii) notify DTC and DTC Participants of the availability through DTC of certificated Bonds and cause the Paying Agent/Registrar to transfer one or more separate registered Bonds to DTC Participants having Bonds credited to their DTC accounts. In such event, the Bonds shall no longer be restricted to being registered in the Register in the name of Cede & Co., as nominee of DTC, but may be registered in the name of the successor securities depository, or its nominee, or in whatever name or names Owners transferring or exchanging Bonds shall designate, in accordance with the provisions of this Indenture. Section 3.14. Payments to Cede & Co. Notwithstanding any other provision of this Indenture to the contrary, so long as any Bonds are registered in the name of Cede & Co., as nominee of DTC, all payments with respect to principal of, premium, if any, and interest on such Bonds, and all notices with respect to such Bonds shall be made and given, respectively, in the manner provided in the blanket letter of representations from the City to DTC. 21 ARTICLE IV REDEMPTION OF BONDS BEFORE MATURITY Section 4.1. Limitation on Redemption. The Bonds shall be subject to redemption before their scheduled maturity only as provided in this Article IV. Section 4.2. Mandatory Sinking Fund Redemption. (a) The Bonds maturing on September 15 in each of the years 2030, 2043 and 2053 (collectively, the "Term Bonds"), are subject to mandatory sinking fund redemption prior to their respective maturities and will be redeemed by the City in part at the Redemption Price from moneys available for such purpose in the Principal and Interest Account of the Bond Fund pursuant to Article VI, on the dates and in the respective Sinking Fund Installments as set forth in the following schedule: Term Bonds maturing September 15, 2030 Redemption Date Sinking Fund Installment Amount September 15, 2024 $133,000 September 15, 2025 $110,000 September 15, 2026 $115,000 September 15, 2027 $121,000 September 15, 2028 $126,000 September 15, 2029 $132,000 September 15, 2030* $138,000 Term Bonds maturing September 15, 2043 Redemption Date Sinking Fund Installment Amount September 15, 2031 $145,000 September 15, 2032 $153,000 September 15, 2033 $161,000 September 15, 2034 $170,000 September 15, 2035 $180,000 September 15, 2036 $190,000 September 15, 2037 $200,000 September 15, 2038 $212,000 September 15, 2039 $223,000 September 15, 2040 $236,000 September 15, 2041 $249,000 September 15, 2042 $264,000 September 15, 2043* $279,000 22 Term Bonds maturing September 15, 2053 Redemption Date September 15, 2044 September 15, 2045 September 15, 2046 September 15, 2047 September 15, 2048 September 15, 2049 September 15, 2050 September 15, 2051 September 15, 2052 September 15, 2053 * * Stated Maturity. Sinking Fund Installment Amount $294,000 $312,000 $331,000 $350,000 $372,000 $394,000 $418,000 $443,000 $470,000 $498,000 (b) At least thirty (30) days prior to each mandatory sinking fund redemption date, and subject to any prior reduction authorized by this Indenture, the Trustee shall select by lot, or by any other customary method that results in a random selection, a principal amount of Bonds of such maturity equal to the Sinking Fund Installment amount of such Bonds to be redeemed, shall call such Bonds for redemption on such scheduled mandatory sinking fund redemption date, and shall give notice of such mandatory sinking fund redemption, as provided in Section 4.6. (c) The principal amount of Bonds required to be redeemed on any mandatory sinking fund redemption date pursuant to subparagraph (a) of this Section 4.2 shall be reduced, at the option of the City, by the principal amount of any Bonds of such maturity which, at least 30 days prior to the mandatory sinking fund redemption date shall have been acquired by the City at a price not exceeding the principal amount of such Bonds plus accrued unpaid interest to the date of purchase thereof, and delivered to the Trustee for cancellation. (d) The Sinking Fund Installments of Term Bonds required to be redeemed on any mandatory sinking fund redemption date pursuant to subparagraph (a) of this Section 4.2 shall be reduced in integral multiples of $1,000 by any portion of such Bonds, which, at least 30 days prior to the mandatory sinking fund redemption date, shall have been redeemed pursuant to the optional redemption or extraordinary optional redemption provisions in Sections 4.3 and 4.4, respectively, hereof, and not previously credited to a mandatory sinking fund redemption. Section 4.3. Optional Redemption. The City reserves the right and option to redeem Bonds before their scheduled maturity date, in whole or in part, on any date on or after September 15, 2031, such redemption date or dates to be fixed by the City, at the Redemption Price. Section 4.4. Extraordinary Optional Redemption. The City reserves the right and option to redeem Bonds before their respective scheduled maturity dates, in whole or in part, on any date, at the Redemption Price, from amounts on deposit in the Redemption Fund as a result of Prepayments (including related transfers to the 23 Redemption Fund as provided in Section 6.7(c)) or any other transfers to the Redemption Fund under the terms of this Indenture. Section 4.5. Partial Redemption. (a) If less than all of the Bonds are to be redeemed pursuant to either Sections 4.2, 4.3 or 4.4. Bonds may be redeemed in minimum principal amounts of $1,000 or any integral thereof. Each Bond shall be treated as representing the number of Bonds that is obtained by dividing the principal amount of such Bond by $1,000. No redemption shall result in a Bond in a denomination of less than an Authorized Denomination; provided, however, if the amount of Outstanding Bonds is less than an Authorized Denomination after giving effect to such partial redemption, a Bond in the principal amount equal to the unredeemed portion, but not less than $1,000, may be issued. (b) If less than all of the Bonds are called for optional redemption pursuant to Section 4.3 hereof, the Trustee shall rely on directions provided in a City Certificate in selecting the Bonds to be redeemed. (c) If less than all of the Bonds are called for extraordinary optional redemption pursuant to Section 4.4 hereof, the Bonds or portion of a Bond to be redeemed shall be allocated on a pro rata basis (as nearly as practicable) among all Outstanding Bonds. (d) Upon surrender of any Bond for redemption in part, the Trustee in accordance with Section 3.7 of this Indenture, shall authenticate and deliver an exchange Bond or Bonds in an aggregate principal amount equal to the unredeemed portion of the Bond so surrendered, such exchange being without charge. Section 4.6. Notice of Redemption to Owners. (a) Upon written direction from the City to the Trustee of the exercise of any redemption provision provided hereunder, the Trustee shall give notice of any redemption of Bonds by sending notice by first class United States mail, postage prepaid, not less than 30 days before the date fixed for redemption, to the Owner of each Bond or portion thereof to be redeemed, at the address shown in the Register. (b) The notice shall state the redemption date, the Redemption Price, the place at which the Bonds are to be surrendered for payment, and, if less than all the Bonds Outstanding are to be redeemed, and subject to Section 4.5, an identification of the Bonds or portions thereof to be redeemed, any conditions to such redemption and that on the redemption date, if all conditions, if any, to such redemption have been satisfied, such Bond shall become due and payable. (c) Any notice given as provided in this Section shall be conclusively presumed to have been duly given, whether or not the Owner receives such notice. (d) With respect to any optional redemption of the Bonds, unless the Trustee has received funds sufficient to pay the Redemption Price of the Bonds to be redeemed before giving of a notice of redemption, the notice may state the City may condition redemption on the receipt 24 of such funds by the Trustee on or before the date fixed for the redemption, or on the satisfaction of any other prerequisites set forth in the notice of redemption. If a conditional notice of redemption is given and such prerequisites to the redemption and sufficient funds are not received, the notice shall be of no force and effect, the City shall not redeem the Bonds and the Trustee shall give notice, in the manner in which the notice of redemption was given, that the Bonds have not been redeemed. (e) The City has the right to rescind any optional redemption or extraordinary optional redemption described in Section 4.3 or 4.4 by written notice to the Trustee on or prior to the date fixed for redemption. Any notice of redemption shall be cancelled and annulled if for any reason funds are not available on the date fixed for redemption for the payment in full of the Bonds then called for redemption, and such cancellation shall not constitute an Event of Default under this Indenture. Upon written direction from the City, the Trustee shall mail notice of rescission of redemption in the same manner notice of redemption was originally provided. Section 4.7. Payment Upon Redemption. (a) The Trustee shall make provision for the payment of the Bonds to be redeemed on such date by setting aside and holding in trust an amount from the Redemption Fund or otherwise received by the Trustee from the City and shall use such funds solely for the purpose of paying the Redemption Price on the Bonds being redeemed. (b) Upon presentation and surrender of any Bond called for redemption at the designated corporate trust office of the Trustee on or after the date fixed for redemption, the Trustee shall pay the Redemption Price on such Bond to the date of redemption from the moneys set aside for such purpose. Section 4.8. Effect of Redemption. Notice of redemption having been given as provided in Section 4.6 of this Indenture, the Bonds or portions thereof called for redemption shall become due and payable on the date fixed for redemption provided that funds for the payment of the Redemption Price of such Bonds to the date fixed for redemption are on deposit with the Trustee; thereafter, such Bonds or portions thereof shall cease to bear interest from and after the date fixed for redemption, whether or not such Bonds are presented and surrendered for payment on such date. ARTICLE V FORM OF THE BONDS Section 5.1. Form Generally. (a) The Bonds, including the Registration Certificate of the Comptroller, the Certificate of the Trustee, and the Assignment to appear on each of the Bonds, (i) shall be substantially in the form set forth in this Article with such appropriate insertions, omissions, substitutions, and other variations as are permitted or required by this Indenture, and (ii) may have such letters, numbers, or other marks of identification (including identifying numbers and letters of the Committee on Uniform Securities Identification Procedures of the American 25 Bankers Association) and such legends and endorsements (including any reproduction of an opinion of counsel) thereon as, consistently herewith, may be determined by the City or by the officers executing such Bonds, as evidenced by their execution thereof. (b) Any portion of the text of any Bonds may be set forth on the reverse side thereof, with an appropriate reference thereto on the face of the Bonds. (c) The definitive Bonds shall be typewritten, printed, lithographed, or engraved, and may be produced by any combination of these methods or produced in any other similar manner, all as determined by the officers executing such Bonds, as evidenced by their execution thereof. (d) The Initial Bond submitted to the Attorney General may be typewritten and photocopied or otherwise reproduced. Section 5.2. Form of the Bonds. (a) Form of Bond. NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE STATE OF TEXAS, THE CITY, OR ANY OTHER POLITICAL CORPORATION, SUBDIVISION OR AGENCY THEREOF, IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF OR INTEREST ON THIS BOND. REGISTERED United States of America NO. State of Texas CITY OF ANNA, TEXAS SPECIAL ASSESSMENT REVENUE BOND, SERIES 2023 (THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT IMPROVEMENT AREA # 1 PROJECT) INTEREST RATE MATURITY DATE DELIVERY DATE % September 15, 20_ October 10, 2023 REGISTERED $ CUSIP NUMBER The City of Anna, Texas (the "City"), for value received, hereby promises to pay, solely from the Trust Estate, to or registered assigns, on the Maturity Date, as specified above, the sum of DOLLARS unless this Bond shall have been sooner called for redemption and the payment of the principal hereof shall have been paid or provision for such payment shall have been made, and to pay interest on the unpaid principal amount hereof from the later of the Delivery Date, as specified above, or the most recent Interest Payment Date to which interest has been paid or provided for until such principal amount shall have been paid or provided for, at the per annum rate of interest specified above, computed on the basis of a 360-day year of twelve 30-day months, such interest to be paid semiannually on March 15 and September 15 of each year, commencing March 15, 2024. Capitalized terms appearing herein that are defined terms in the Indenture (defined below) have the meanings assigned to them in the Indenture. Reference is made to the Indenture for such definitions and for all other purposes. The principal of this Bond shall be payable without exchange or collection charges in lawful money of the United States of America upon presentation and surrender of this Bond at the corporate trust office in Houston, Texas (the "Designated Payment/Transfer Office"), of Regions Bank, as trustee and paying agent/registrar (the "Trustee"), or, with respect to a successor trustee and paying agent/registrar, at the Designated Payment/Transfer Office of such successor. Interest on this Bond is payable by check dated as of the Interest Payment Date, mailed by the Trustee to the registered owner at the address shown on the registration books kept by the Trustee or by such other customary banking arrangements acceptable to the Trustee, requested by, and at the risk and expense of, the Person to whom interest is to be paid. For the purpose of the payment of interest on this Bond, the registered owner shall be the Person in whose name this Bond is registered at the close of business on the "Record Date," which shall be the close of business on the fifteenth calendar day of the month next preceding such Interest Payment Date; provided, however, that in the event of nonpayment of interest on a scheduled Interest Payment Date, and for 30 days thereafter, a new record date for such interest payment (a "Special Record Date") will be established by the Trustee, if and when funds for the payment of such interest have been received from the City. Notice of the Special Record Date and of the scheduled payment date of the past due interest (which shall be 15 days after the Special Record Date) shall be sent at least five Business Days prior to the Special Record Date by United States mail, first class postage prepaid, to the address of each Owner of a Bond appearing on the books of the Trustee at the close of business on the last Business Day preceding the date of mailing such notice. If a date for the payment of the principal of or interest on the Bonds is a Saturday, Sunday, legal holiday, or a day on which banking institutions in the city in which the Designated Payment/Transfer Office is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding Business Day, and payment on such date shall have the same force and effect as if made on the original date payment was due. This Bond is one of a duly authorized issue of assessment revenue bonds of the City having the designation specified in its title (herein referred to as the 'Bonds"), dated as of the Delivery Date and issued in the aggregate principal amount of $7,419,000 and issued, with the limitations described herein, pursuant to an Indenture of Trust, dated as of September 15, 2023 (the "Indenture"), by and between the City and the Trustee, to which Indenture reference is hereby made for a description of the amounts thereby pledged and assigned, the nature and extent of the lien and security, the respective rights thereunder to the holders of the Bonds, the 27 Trustee, and the City, and the terms upon which the Bonds are, and are to be, authenticated and delivered and by this reference to the terms of which each holder of this Bond hereby consents. All Bonds issued under the Indenture are equally and ratably secured by the amounts thereby pledged and assigned. The Bonds are being issued for the purpose of (i) paying a portion of the Improvement Area #1 Project Costs, (ii) funding a reserve fund for payment of principal and interest on the Bonds, (iii) paying a portion of the costs incidental to the organization of the District and (iv) paying the costs of issuance of the Bonds. The Bonds are special, limited obligations of the City payable solely from the Trust Estate. Reference is hereby made to the Indenture, copies of which are on file with and available upon request from the Trustee, for the provisions, among others, with respect to the nature and extent of the duties and obligations of the City, the Trustee and the Owners. The Owner of this Bond, by the acceptance hereof, is deemed to have agreed and consented to the terms, conditions and provisions of the Indenture. IN THE INDENTURE, THE CITY HAS RESERVED THE RIGHT to issue Refunding Bonds payable from and secured by a lien on and pledge of the sources described above on a parity with this Bond. Notwithstanding any provision hereof, the Indenture may be released and the obligation of the City to make money available to pay this Bond may be defeased by the deposit of money and/or certain direct or indirect Defeasance Securities sufficient for such purpose as described in the Indenture. The Bonds are issuable as fully registered bonds only in denominations of $100,000 and any multiple of $1,000 in excess thereof ("Authorized Denominations"). Except to the extent permitted by the Indenture, the City prohibits the breaking up or allocation of CUSIP numbers to any Bond or Bonds in denominations of less than $100,000, and any attempt to do so will be void and of no effect. The Bonds maturing on September 15 in the years 2030, 2043 and 2053 (collectively, "Term Bonds"), are subject to mandatory sinking fund redemption prior to their respective maturities and will be redeemed by the City in part at the Redemption Price from moneys available for such purpose in the Principal and Interest Account of the Bond Fund pursuant to Article VI of the Indenture, on the dates and in the respective sinking fund installments as set forth in the following schedule: 28 Term Bonds maturing September 15, 2030 Redemption Date Sinking Fund Installment Amount September 15, 2024 $133,000 September 15, 2025 $110,000 . September 15, 2026 $115,000 September 15, 2027 $1212000 September 15, 2028 $126,000 September 15, 2029 $132,000 September 15, 2030* $138,000 Term Bonds maturing September 15, 2043 Redemption Date Sinking Fund Installment Amount September 15, 2031 $1451,000 September 15, 2032 $153,000 September 15, 2033 $161,000 September 15, 2034 $170,000 September 15, 2035 $180,000 September 15, 2036 $190,000 September 15, 2037 $200,000 September 15, 2038 $212,000 September 15, 2039 $223,000 September 15, 2040 $236,000 September 15, 2041 $24%000 September 15, 2042 $264,000 September 15, 2043* $279,000 Term Bonds maturing September 15, 2053 Redemption Date September 15, 2044 September 15, 2045 September 15, 2046 September 15, 2047 September 15, 2048 September 15, 2049 September 15, 2050 September 15, 2051 September 15, 2052 September 15, 2053 * * Stated Maturity. Sinkine Fund Installment Amount $294,000 $312,000 $331,000 $350,000 $372,000 $394,000 $418,000 $443,000 $470,000 $498,000 At least thirty (30) days prior to each mandatory sinking fund redemption date, and subject to any prior reduction authorized by the Indenture, the Trustee shall select for redemption by lot, or by any other customary method that results in a random selection, a principal amount of Bonds of such maturity equal to the Sinking Fund Installments of such Bonds to be redeemed, W6 shall call such Bonds for redemption on such scheduled mandatory sinking fund redemption date, and shall give notice of such redemption, as provided in Section 4.6 of the Indenture. The principal amount of Bonds required to be redeemed on any mandatory sinking fund redemption date shall be reduced, at the option of the City, by the principal amount of any Bonds of such maturity which, at least 30 days prior to the sinking fund redemption date shall have been acquired by the City at a price not exceeding the principal amount of such Bonds plus accrued and unpaid interest to the date of purchase thereof, and delivered to the Trustee for (cancellation. The Sinking Fund Installments of Term Bonds required to be redeemed on any mandatory sinking fund redemption shall be reduced in integral multiples of $1,000 by any portion of such Bonds, which, at least 30 days prior to the mandatory sinking fund redemption date, shall have been redeemed pursuant to the optional redemption or extraordinary optional redemption provisions in the Indenture and not previously credited to a mandatory sinking fund redemption. The City reserves the right and option to redeem Bonds before their scheduled maturity date, in whole or in part, on any date on or after September 15, 2031, such redemption date or dates to be fixed by the City, at the Redemption Price. The Bonds are subject to extraordinary optional redemption prior to maturity in whole or in part, on any date, at the Redemption Price from amounts on deposit in the Redemption Fund as a result of Prepayments or any other transfers to the Redemption Fund under the terms of the Indenture. If less than all of the Bonds are to be redeemed, Bonds may be redeemed in minimum principal amounts of $1,000 or any integral thereof. Each Bond shall be treated as representing the number of Bonds that is obtained by dividing the principal amount of such Bond by $1,000. No redemption shall result in a Bond in a denomination of less than an Authorized Denomination; provided, however, if the amount of Outstanding Bonds is less than an Authorized Denomination after giving effect to such partial redemption, a Bond in the principal amount equal to the unredeemed portion, but not less than $1,000, may be issued. If less than all of the Bonds are called for optional redemption, the Trustee shall rely on directions provided in a City Certificate in selecting the Bonds to be redeemed. If less than all of the Bonds are called for extraordinary optional redemption, the Bonds to be redeemed shall be allocated on a pro rata basis (as nearly as practicable) among all Outstanding Bonds. Upon written direction from the City to the Trustee of the exercise of any redemption provision provided under the Indenture, the Trustee shall give notice of any redemption of Bonds by sending notice by first class United States mail, postage prepaid, not less than 30 days before the date fixed for redemption, to the Owner of each Bond (or portion thereof) to be redeemed, at the address shown on the Register. The notice shall state the redemption date, the Redemption Price, the place at which the Bonds are to be surrendered for payment, and, if less than all the Bonds Outstanding are to be redeemed, an identification of the Bonds or portions thereof to be redeemed, any conditions to such redemption and that on the redemption date, if all conditions, if 30 any, to such redemption have been satisfied, such Bond shall become due and payable. Any notice so given shall be conclusively presumed to have been duly given, whether or not the Owner receives such notice. With respect to any optional redemption of the Bonds, unless the Trustee has received funds sufficient to pay the Redemption Price of the Bonds to be redeemed before giving of a notice of redemption, the notice may state the City may condition redemption on the receipt of such funds by the Trustee on or before the date fixed for the redemption, or on the satisfaction of any other prerequisites set forth in the notice of redemption. If a conditional notice of redemption is given and such prerequisites to the redemption and sufficient funds are not received, the notice shall be of no force and effect, the City shall not redeem the Bonds and the Trustee shall give notice, in the manner in which the notice of redemption was given, that the Bonds have not been redeemed. The City has the right to rescind any optional redemption or extraordinary optional redemption described in the Indenture by written notice to the Trustee on or prior to the date fixed for redemption. Any notice of redemption shall be cancelled and annulled if for any reason funds are not available on the date fixed for redemption for the payment in full of the Bonds then called for redemption, and such cancellation shall not constitute an Event of Default under the Indenture. Upon written direction from the City, the Trustee shall mail notice of rescission of redemption in the same manner notice of redemption was originally provided. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the City and the rights of the holders of the Bonds under the Indenture at any time Outstanding affected by such modification. The Indenture also contains provisions permitting the holders of specified percentages in aggregate principal amount of the Bonds at the time Outstanding, on behalf of the holders of all the Bonds, to waive compliance by the City with certain past defaults under the Bond Ordinance or the Indenture and their consequences. Any such consent or waiver by the holder of this Bond or any predecessor Bond evidencing the same debt shall be conclusive and binding upon such holder and upon all future holders thereof and of any Bond issued upon the transfer thereof or in exchange therefor or in lieu thereof, whether or not notation of such consent or waiver is made upon this Bond. As provided in the Indenture, this Bond is transferable upon surrender of this Bond for transfer at the Designated Payment/Transfer Office, with such endorsement or other evidence of transfer as is acceptable to the Trustee, and upon delivery to the Trustee of such certifications and/or opinion of counsel as may be required under the Indenture for the transfer of this Bond. Upon satisfaction of such requirements, one or more new fully registered Bonds of the same Stated Maturity, of Authorized Denominations, bearing the same rate of interest, and for the same aggregate principal amount will be issued to the designated transferee or transferees. Neither the City nor the Trustee shall be required to issue, transfer or exchange any Bond called for redemption where such redemption is scheduled to occur within 45 calendar days of the transfer or exchange date; provided, however, such limitation shall not be applicable to an exchange by the registered owner of the uncalled principal balance of a Bond. 31 The City, the Trustee, and any other Person may treat the Person in whose name this Bond is registered as the owner hereof for the purpose of receiving payment as herein provided (except interest shall be paid to the Person in whose name this Bond is registered on the Record Date or Special Record Date, as applicable) and for all other purposes, whether or not this Bond be overdue, and neither the City nor the Trustee shall be affected by notice to the contrary. NEITHER THE FULL FAITH AND CREDIT NOR THE GENERAL TAXING POWER OF THE CITY, COLLIN COUNTY, TEXAS, OR THE STATE OF TEXAS, OR ANY POLITICAL SUBDIVISION THEREOF, IS PLEDGED TO THE PAYMENT OF THE BONDS. IT IS HEREBY CERTIFIED AND RECITED that the issuance of this Bond and the series of which it is a part is duly authorized by law; that all acts, conditions and things required to be done precedent to and in the issuance of the Bonds have been properly done and performed and have happened in regular and due time, form and manner, as required by law; and that the total indebtedness of the City, including the Bonds, does not exceed any Constitutional or statutory limitation. IN WITNESS WHEREOF, the City Council of the City has caused this Bond to be executed under the official seal of the City. City Secretary [CITY SEAL] 32 Mayor (b) Form of Comptroller's Registration Certificate. The following Registration Certificate of Comptroller of Public Accounts shall appear on the Initial Bond: REGISTRATION CERTIFICATE OF COMPTROLLER OF PUBLIC ACCOUNTS OFFICE OF THE COMPTROLLER § OF PUBLIC ACCOUNTS § REGISTER NO. THE STATE OF TEXAS § I HEREBY CERTIFY THAT there is on file and of record in my office a certificate to the effect that the Attorney General of the State of Texas has approved this Bond, and that this Bond has been registered this day by me. WITNESS MY SIGNATURE AND SEAL OF OFFICE this Comptroller of Public Accounts of the State of Texas [SEAL] (c) Form of Certificate of Trustee. CERTIFICATE OF TRUSTEE It is hereby certified that this is one of the Bonds of the series of Bonds referred to in the within mentioned Indenture. DATED: REGIONS BANK, as Trustee 0 Authorized Signatory 33 (d) Form of Assignment. ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto (print or typewrite name and address, including zip code, of Transferee.) (Social Security or other identifying number: ) the within Bond and all rights hereunder, and hereby irrevocably constitutes and appoints attorney, to register the transfer of the within Bond on the books kept for registration thereof, with full power of substitution in the premises. Dated: Signature Guaranteed by: Authorized Signatory NOTICE: The signature on this Assignment must correspond with the name of the registered owner as it appears on the face of the within Bond in every particular and must be guaranteed in a manner acceptable to the Trustee. (e) The Initial Bond shall be in the form set forth in paragraphs (a) through (d) of this section, except for the following alterations: (i) immediately under the name of the Bond the heading "INTEREST RATE" and "MATURITY DATE" shall both be completed with the expression "As Shown Below," and the reference to the "CUSIP NUMBER" shall be deleted; (ii) in the first paragraph of the Bond, the words "on the Maturity Date, as specified above, the sum of DOLLARS" shall be deleted and the following will be inserted: "on September 15 in each of the years, in the principal installments and bearing interest at the per annum rates set forth in the following schedule: Year Principal Amount Interest Rate" (Information to be inserted from Section 3.2(c)); and (iii) the Initial Bond shall be numbered T-1. 34 Section 5.3. CUSIP Registration. The City may secure identification numbers through CUSIP Global Services, managed by S&P Global Markets Intelligence on behalf of the American Bankers Association, New York, New York, and may authorize the printing of such numbers on the face of the Bonds. It is expressly provided, however, that the presence or absence of CUSIP numbers on the Bonds shall be of no significance or effect as regards the legality thereof and none of the City, the attorneys approving said Bonds as to legality or the Trustee are to be held responsible for CUSIP numbers incorrectly printed on the Bonds. Except as authorized under Section 4.5 hereof, the City prohibits any Bond to be issued in a denomination of less than $100,000 and further prohibits the assignment of a CUSIP number to any Bond with a denomination of less than $100,000, and any attempt to accomplish either of the foregoing shall be void and of no effect. The Trustee may include in any redemption notice a statement to the effect that the CUSIP numbers on the Bonds have been assigned by an independent service and are included in such notice solely for the convenience of the Bondholders and that neither the City nor the Trustee shall be liable for any inaccuracies in such numbers. Section 5.4. Legal Opinion. The approving legal opinion of Bond Counsel may be printed on or attached to each Bond over the certification of the City Secretary of the City, which may be executed in facsimile. ARTICLE VI FUNDS AND ACCOUNTS Section 6.1. Establishment of Funds and Accounts. (a) Creation of Funds. The following Funds are hereby created and established under this Indenture: (i) Pledged Revenue Fund; (ii) Bond Fund; (iii) Project Fund; (iv) Reserve Fund; (v) Redemption Fund; (vi) Rebate Fund; and (vii) Administrative Fund. 35 (b) Creation of Accounts. (i) The following Account is hereby created and established under the Bond Fund: (A) Principal and Interest Account. (ii) The following Accounts are hereby created and established under the Reserve Fund: Project Fund: (A) Reserve Account; and (B) Delinquency and Prepayment Reserve Account. (iii) The following Accounts are hereby created and established under the (A) Improvement Area # 1 Bond Improvement Account; and (B) Costs of Issuance Account. (iv) The following Account is hereby created and established under the Pledged Revenue Fund: (A) Bond Pledged Revenue Account. (c) Each Fund and each Account created within such Fund shall be maintained by the Trustee separate and apart from all other funds and accounts of the City. The Pledged Funds shall constitute trust funds which shall be held in trust by the Trustee as part of the Trust Estate solely for the benefit of the Owners of the Bonds. Amounts on deposit in the Funds and Accounts shall be used solely for the purposes set forth herein. (d) Interest earnings and profit on each respective Fund and Account established by this Indenture shall be applied or withdrawn for the purposes of such Fund or Account as specified below. Section 6.2. Initial Deposits to Funds and Accounts. (a) The proceeds from the sale of the Bonds shall be paid to the Trustee and deposited or transferred by the Trustee as follows: (i) to the Reserve Account of the Reserve Fund: $527,257.50, which 'is equal to the initial Reserve Account Requirement; (ii) to the Costs of Issuance Account of the Project Fund: $427,739.86; (iii) to the Improvement Area #1 Bond Improvement Account of the Project Fund: $6,150,000.00; and 36 (iv) to the Administrative Fund: $40,000.00. Section 6.3. Pledged Revenue Fund. (a) Periodically upon receipt thereof, the City shall transfer or cause to be transferred, pursuant to a City Certificate provided to the Trustee for deposit to the Pledged Revenue Fund the Assessments and Annual Installments, other than the portion of the Assessments and Annual Installments allocated to the payment of Annual Collection Costs and Delinquent Collection Costs, which shall be deposited to the Administrative Fund in accordance with Section 6.9 hereof. Following such deposit to the Pledged Revenue Fund, the City shall transfer or cause to be transferred pursuant to a City Certificate provided to the Trustee the following amounts from the Pledged Revenue Fund to the following Accounts: (i) first, to the Bond Pledged Revenue Account of the Pledged Revenue Fund, an amount sufficient to pay debt service on the Bonds next coming due, and (ii) second, if necessary, to the Reserve Account of the Reserve Fund, an amount to cause the amount in the Reserve Account to equal the Reserve Account Requirement. Notwithstanding the foregoing, the Additional Interest shall only be utilized for the purposes set forth in Section 6.7 hereof and, immediately following the initial deposit to the Pledged Revenue Fund, prior to any other transfers or deposits being made under this Section 6.3(a), if the Delinquency and Prepayment Reserve Account of the Reserve Fund does not contain the Delinquency and Prepayment Reserve Requirement and Additional Interest is collected, then all such Additional Interest will be transferred into the Delinquency and Prepayment Reserve Account until the Delinquency and Prepayment Reserve Requirement is met. In addition, in the event the City owes Rebatable Arbitrage to the United States Government pursuant to Section 6.8 hereof, the City shall provide a City Certificate to the Trustee to transfer to the Rebate Fund, prior to any other transfer under this Section 6.3(a), the full amount of Rebatable Arbitrage owed by the City, as further described in Section 6.10(f) hereof. If any funds remain on deposit in the Pledged Revenue Fund after the foregoing deposits are made, the City shall have the option, in its sole and absolute discretion, to use such excess funds for any one or more of the following purposes: (i) pay other costs of the Improvement Area #1 Projects, (ii) pay other costs permitted by the PID Act, or (iii) deposit such excess into the Redemption Fund to redeem Bonds as provided in Article IV. Along with each transfer to the Trustee, the City shall provide a certificate as to the funds, accounts and payments into which the amounts are to be deposited or paid. (b) From time to time as needed to pay the obligations relating to the Bonds, but no later than five (5) Business Days before each Interest Payment Date, the Trustee shall withdraw from the Pledged Revenue Fund and transfer to the Principal and Interest Account of the Bond Fund, an amount, taking into account any amounts then on deposit in such Principal and Interest Account, such that the amount on deposit in the Principal and Interest Account equals the principal (including any Sinking Fund Installments) and interest due on the Bonds on the next Interest Payment Date. (c) If, after the foregoing transfers and any transfer from the Reserve Fund as provided in Section 6.7, there are insufficient funds to make the payments provided in paragraph (b) above, the Trustee shall apply the available funds in the Principal and Interest Account first to the payment of interest, then to the payment of principal (including any Sinking Fund Installments) on the Bonds. 37 (d) The Trustee shall transfer Prepayments to the Redemption Fund to be used to redeem Bonds pursuant to Section 4.4 promptly after deposit of such amounts into the Pledged Revenue Fund. (e) Promptly after the deposit of Foreclosure Proceeds into the Pledged Revenue Fund, the Trustee shall transfer such Foreclosure Proceeds first to the Reserve Fund to restore any transfers from the Accounts within the Reserve Fund made with respect to the particular Assessed Property to which the Foreclosure Proceeds relate (first, to replenish the Reserve Account Requirement and second, to replenish the Delinquency and Prepayment Reserve Requirement), and second, to the Redemption Fund to be used to redeem Bonds pursuant to Section 4.4. (f) After satisfaction of the requirement to provide for the payment of the principal and interest on the Bonds and to fund any deficiency that may exist in the Reserve Fund, the Trustee shall transfer any Pledged Revenues remaining in the Pledged Revenue Fund for the purposes set forth in Section 6.3(a) hereof, as directed by the City in a City Certificate. Section 6.4. Bond Fund. (a) On each Interest Payment Date, the Trustee shall withdraw from the Principal and Interest Account and transfer to the Paying Agent/Registrar the principal (including any Sinking Fund Installments) and interest then due and payable on the Bonds. (b) If amounts in the Principal and Interest Account are insufficient for the purposes set forth in paragraph (a) above, the Trustee shall withdraw from the Reserve Fund amounts to cover the amount of such insufficiency pursuant to Section 6.7(f). Amounts so withdrawn from the Reserve Fund shall be deposited in the Principal and Interest Account and transferred to the Paying Agent/Registrar. (c) If, after the foregoing transfers and any transfer from the Reserve Fund as provided in Section 6.7, there are insufficient funds to make the payments provided in paragraph (a) above, the Trustee shall apply the available funds in the Principal and Interest Account first to the payment of interest, then to the payment of principal (including any Sinking Fund Installments) on the Bonds. Section 6.5. Project Fund. (a) Money on deposit in the Project Fund shall be used for the purposes specified in Section 3.1. (b) (1) Disbursements from the Costs of Issuance Account of the Project Fund shall be made by the Trustee to pay costs of issuance of the Bonds pursuant to one or more City Certificates. (2) Disbursements from the Improvement Area #1 Bond Improvement Account of the Project Fund to pay Improvement Area #1 Project Costs shall be made by the Trustee upon receipt by the Trustee of a properly executed and completed Certificate for Payment. The funds from the Improvement Area #1 Bond Improvement Account of the Project Fund shall be 38 disbursed in accordance with a Certificate for Payment for Improvement Area #1 Project Costs as described in the Reimbursement Agreement. Each such Certificate for Payment shall include a list of the payees and the payments to be made to such payees as well as a statement that all payments shall be made by check or wire transfer in accordance with the payment instructions set forth in such Certificate for Payment or in the invoices submitted therewith and the Trustee may rely on such payment instructions with no duty to investigate or inquire as to the authenticity of or authorization for the invoice or the payment instructions contained therein. (c) Except as provided in Section 6.5(d), (f) and (h), money on deposit in the Improvement Area #1 Bond Improvement Account of the Project Fund shall be used solely to pay Improvement Area #1 Project Costs. (d) If the City Representative determines in his or her sole discretion that certain amounts then on deposit in the Improvement Area #1 Bond Improvement Account are not expected to be expended for purposes of the Project Fund due to the abandonment, or constructive abandonment, of one or more of the Improvement Area #1 Projects such that, in the opinion of the City Representative, it is unlikely that the amounts in the Improvement Area #1 Bond Improvement Account will ever be expended for the purposes of the Project Fund, the City Representative shall file a City Certificate with the Trustee which identifies the amounts then on deposit in the Improvement Area #1 Bond Improvement Account that are not expected to be used for purposes of the Project Fund. If such City Certificate is so filed, the identified amounts on deposit in the Improvement Area #1 Bond Improvement Account shall be transferred to the Bond Fund or to the Redemption Fund to be used to redeem Bonds pursuant to Section 4.4 as directed by the City Representative in a City Certificate filed with the Trustee. Upon such transfer, the Improvement Area #1 Bond Improvement Account of the Project Fund shall be closed. (e) In making any determination pursuant to this Section, the City Representative may conclusively rely upon a certificate of an Independent Financial Consultant. (f) Upon the filing of a City Certificate stating that all Improvement Area #1 Projects have been completed and that all Improvement Area #1 Project Costs have been paid, or that any Improvement Area #1 Projects are not required to be paid from the Project Fund pursuant to a Certificate for Payment, the Trustee shall transfer the amount, if any, remaining within the Improvement Area #1 Bond Improvement Account of the Project Fund to the Bond Fund or to the Redemption Fund to be used to redeem Bonds pursuant to Section 4.4 as directed by the City Representative in a City Certificate filed with the Trustee. Upon such transfer, the Improvement Area #1 Bond Improvement Account of the Project Fund shall be closed. (g) Upon a determination by the City Representative that all costs of issuance of the Bonds have been paid, any amounts remaining in the Costs of Issuance Account shall be transferred to the Improvement Area #1 Bond Improvement Account of the Project Fund and used to pay Improvement Area #1 Project Costs or to the Principal and Interest Account and used to pay interest on the Bonds, as directed in a City Certificate filed with the Trustee, and the Costs of Issuance Account shall be closed. (h) In the event the Developer has not completed the Improvement Area #1 Projects by October 10, 2028, then the City shall provide written direction to the Trustee to transfer all W funds on deposit in the Improvement Area #1 Bond Improvement Account to the Redemption Fund to redeem Bonds pursuant to Section 4.4 hereof. Upon such transfers, the Improvement Area #1 Bond Improvement Account of the Project Fund shall be closed. (i) In providing any disbursement under this Section, the Trustee may conclusively rely as to the completeness and accuracy of all statements in such Certificate for Payment if such certificate is signed by a City Representative, and the Trustee shall not be required to make any independent investigation in connection therewith. The execution of any Certificate for Payment by a City Representative shall constitute, unto the Trustee, an irrevocable determination that all conditions precedent to the payments requested have been completed. Section 6.6. Redemption Fund. The Trustee, pursuant to a City Certificate, shall cause to be deposited to the Redemption Fund from the Pledged Revenue Fund an amount sufficient to redeem Bonds as provided in Sections 4.3 and 4.4 on the dates specified for redemption as provided in Sections 4.3 and 4.4. Amounts on deposit in the Redemption Fund shall be used and withdrawn by the Trustee to redeem Bonds as provided in Article IV. Section 6.7. Reserve Fund. (a) The City agrees with the Owners of the Bonds to accumulate and, when accumulated, maintain in the Reserve Account, an amount equal to not less than the Reserve Account Requirement. All amounts deposited in the Reserve Account shall' be used and withdrawn by the Trustee for the purpose of making transfers to the Principal and Interest Account of the Bond Fund as provided in this Indenture. The Trustee will transfer from the Bond Pledged Revenue Account of the Pledged Revenue Fund to the Delinquency and Prepayment Reserve Account on March 15 of each year, commencing March 15, 2024, an amount the City confirms to the Trustee is equal to the Additional Interest until the Delinquency and Prepayment Reserve Requirement has been accumulated in the Delinquency and Prepayment Reserve Account; provided, however, that at any time the amount on deposit in the Delinquency and Prepayment Reserve Account is less than Delinquency and Prepayment Reserve Requirement, the Trustee shall resume depositing the Additional Interest into the Delinquency and Prepayment Reserve Account until the Delinquency and Prepayment Reserve Requirement has accumulated in the Delinquency and Prepayment Reserve Account. In transferring the amounts pursuant to this Section, the Trustee may conclusively rely on a City Certificate (which shall be based on the Annual Installments as shown on the Assessment Roll in the Service and Assessment Plan) unless and until it receives a City Certificate directing that a different amount be used. Whenever a transfer is made from the Reserve Account to the Bond Fund due to a deficiency in the Bond Fund, the Trustee shall provide written notice thereof to the City, specifying the amount withdrawn and the source of said funds. The Additional Interest shall continue to be collected and deposited pursuant to this Section 6.7 until the Bonds are no longer Outstanding. (b) Whenever a transfer is made from the Reserve Fund to the Bond Fund due to a deficiency in the Bond Fund, the Trustee shall provide written notice thereof to the City, specifying the amount withdrawn and the source of said funds. 40 (c) In the event of an extraordinary optional redemption of Bonds from the proceeds of a Prepayment pursuant to Section 4.4, the Trustee, pursuant to a City Certificate, shall transfer from the Reserve Account of the Reserve Fund to the Redemption Fund the amount specified in such directions, which shall be an amount equal to the principal amount of Bonds to be redeemed multiplied by the lesser of: (i) the amount required to be in the Reserve Account of the Reserve Fund divided by the principal amount of Outstanding Bonds prior to the redemption, and (ii) the amount actually in the Reserve Account of the Reserve Fund divided by the principal amount of Outstanding Bonds prior to the redemption. If after such transfer, and after applying investment earnings on the Prepayment toward payment of accrued interest, there are insufficient funds to pay the principal amount plus accrued and unpaid interest on such Bonds to the date fixed for redemption of the Bonds to be redeemed as a result of such Prepayment, the Trustee shall transfer an amount equal to the shortfall, or any additional amounts necessary to permit the Bonds to be redeemed in minimum principal amounts of $1,000, from the Delinquency and Prepayment Reserve Account to the Redemption Fund to be applied to the redemption of the Bonds. (d) Whenever, on any Interest Payment Date, or on any other date at the written request of a City Representative, the value of cash and Value of Investment Securities on deposit in the Reserve Account exceeds the Reserve Account Requirement, the Trustee shall provide written notice to the City Representative of the amount of the excess. Such excess shall be transferred to the Principal and Interest Account to be used for the payment of interest on the Bonds on the next Interest Payment Date in accordance with Section 6.4, unless within thirty days of such notice to the City Representative, the Trustee receives a City Certificate instructing the Trustee to apply such excess: (i) to pay amounts due under Section 6.8 hereof, (ii) to the Administrative Fund in an amount not more than the Annual Collection Costs for the Bonds, (iii) to the Improvement Area #1 Bond Improvement Account of the Project Fund to pay Improvement Area #1 Project Costs if such application and the expenditure of funds is expected to occur within three years of the date hereof, or (iv) to the Redemption Fund to be applied to the redemption of Bonds. (e) Whenever, on any Interest Payment Date, or on any other date at the written request of a City Representative, the amounts on deposit in the Delinquency and Prepayment Reserve Account exceed the Delinquency and Prepayment Reserve Requirement, the Trustee shall provide written notice to the City of the amount of the excess, and such excess shall be transferred, at the direction of the City pursuant to a City Certificate, to the Administrative Fund for the payment of Annual Collection Costs or to the Redemption Fund to be used to redeem Bonds pursuant to Section 4.4. In the event that the Trustee does not receive a City Certificate directing the transfer of such excess to the Administrative Fund within 45 days of providing notice to the City of such excess, the Trustee shall transfer such excess to the Redemption Fund to redeem Bonds pursuant to Section 4.4 hereof and provide the City with written notification of the transfer. The Trustee shall incur no liability for the accuracy or validity of the transfer so long as the Trustee made such transfer in full compliance with this Section. (f) Whenever, on any Interest Payment Date, the amount on deposit in the Bond Fund is insufficient to pay the debt service on the Bonds due on such date, the Trustee shall transfer first from the Delinquency and Prepayment Reserve Account of the Reserve Fund and second from the Reserve Account of the Reserve Fund to the Bond Fund the amounts necessary to cure such deficiency. 41 (g) At the final maturity of the Bonds, the amount on deposit in the Reserve Account and the Delinquency and Prepayment Reserve Account shall be transferred to the Principal and Interest Account and applied to the payment of the principal of the Bonds. (h) If, after a Reserve Account withdrawal, the amount on deposit in the Reserve Account is less than the Reserve Account Requirement, the Trustee shall transfer from the Pledged Revenue Fund to the Reserve Account the amount of such deficiency, but only to the extent that such amount is not required for the timely payment of principal, interest, or Sinking Fund Installments. (i) If the amount held in the Reserve Fund together with the amount held in the Pledged Revenue Fund, the Bond Fund and Redemption Fund is sufficient to pay the principal amount and of all Outstanding Bonds on the next date the Bonds may be optionally redeemed by the City at a redemption price of par, together with the unpaid interest accrued on such Bonds as of such date, the moneys shall be transferred to the Redemption Fund and thereafter used to redeem all Bonds on such date. Section 6.8. Rebate Fund: Rebatable Arbitrage. (a) The Rebate Fund is to be held by the Trustee in accordance with the terms and provisions of this Indenture. Amounts on deposit in the Rebate Fund shall be used solely for the purpose of paying amounts due the United States Government in accordance with the Code. The Rebate Fund shall not be part of the Trust Estate and shall not be security for the Bonds. (b) In order to assure that Rebatable Arbitrage is paid to the United States rather than to a third party, investments of funds on deposit in the Rebate Fund shall be made I in accordance with the Code and the City's federal tax certificate for the Bonds, as further set forth in written directions from the City to the Trustee. The Trustee may conclusively rely on such written instructions as set forth in this Section and shall not be responsible for any loss or liability resulting from the investment of funds under this Section, but only so long as the Trustee follows such written instructions in all respects. (c) The Trustee conclusively shall be deemed to have complied with the provisions of this Section and shall not be liable or responsible if it follows the written instructions of the City and shall not be required to take any action under this Section in the absence of instructions from the City. (d) If, on the date of each annual calculation, the amount on deposit in the Rebate Fund exceeds the amount of the Rebatable Arbitrage, the City may direct the Trustee, pursuant to a City Certificate, to transfer the amount in excess of the Rebatable Arbitrage to the Bond Fund. Section 6.9. Administrative Fund. (a) Periodically upon receipt thereof, the City shall deposit or cause to be deposited to the Administrative Fund the portion of the Assessments and Annual Installments allocated to the payment of Annual Collection Costs and Delinquent Collection Costs, as set forth in the Service and Assessment Plan. 42 (b) Moneys in the Administrative Fund shall be held by the Trustee separate and apart from the other Funds created and administered hereunder and used as directed by a City Certificate solely for the purposes set forth in the Service and Assessment Plan, including payment of Annual Collection Costs and Delinquent Collection Costs. The Administrative Fund shall not be part of the Trust Estate and shall not be security for the Bonds. Section 6.10. Investment of Funds. (a) Money in any Fund or Account, other than the Reserve Fund, shall be invested by the Trustee in Investment Securities as directed by the City pursuant to a City Certificate filed with the Trustee; provided that all such deposits and investments shall be made in such manner that the money required to be expended from any Fund or Account will be available at the proper time or times. Money in the Reserve Fund shall be invested in such Investment Securities as directed by the City pursuant to a City Certificate filed with the Trustee, provided that the final maturity of any individual Investment Security shall not exceed 270 days and the average weighted maturity of any investment pool or no-load money market mutual fund shall not exceed 90 days. Each such City Certificate shall be a certification, upon which the Trustee may conclusively rely without investigation or inquiry, that the investment directed therein constitutes an Investment Security and that such investments meet the maturity and average weighted maturity requirements set forth in the preceding sentence. Such investments shall be valued each year in terms of the Value of Investment Securities as of September 30. For purposes of maximizing investment returns, to the extent permitted by law, money in the Funds and Accounts may be invested in common investments of the kind described above, or in a common pool of such investment which shall be kept and held at an official depository bank, which shall not be deemed to be or constitute a commingling of such money or funds provided that safekeeping receipts or certificates of participation clearly evidencing the investment or investment pool in which such money is invested and the share thereof purchased with such money or owned by such Fund or Account are held by or on behalf of each such Fund or Account. If necessary, such investments shall be promptly sold to prevent any default under this Indenture. To ensure that cash on hand is invested, if the City does not give the Trustee written or timely instructions with respect to investments of funds, the Trustee is hereby directed to invest and re -invest cash balances in Morgan Stanley, Fidelity or Federated family of funds, but only so long as such funds are authorized investments and permitted under the Public Funds Investment Act, Texas Government Code, Chapter 2256, as amended, or any successor law, and only so long as such investments constitute Investment Securities and the money required to be expended from any Fund will be available at the proper time or times. (b) Obligations purchased as an investment of moneys in any Fund or Account shall be deemed to be part of such Fund or Account, subject, however, to the requirements of this Indenture for transfer of interest earnings and profits resulting from investment of amounts in Funds and Accounts. Whenever in this Indenture any moneys are required to be transferred by the City to the Trustee, such transfer may be accomplished by transferring a like amount of Investment Securities as directed by the City in writing. (c) The Trustee and its affiliates may act as sponsor, advisor, depository, principal or agent in the acquisition or disposition of any investment. The Trustee shall not incur any liability for losses arising from any investments made pursuant to this Section. The Trustee shall not be required to determine the suitability or legality of any investments or whether investments 43 comply with Section 6.10(a) above. The parties acknowledge that the Trustee is not providing investment supervision, recommendations, or advice. (d) Investments in any and all Funds and Accounts may be commingled in a separate fund or funds for purposes of making, holding and disposing of investments, notwithstanding provisions herein for transfer to or holding in or to the credit of particular Funds or Accounts of amounts received or held by the Trustee hereunder, provided that the Trustee shall at all times account for such investments strictly in accordance with the Funds and Accounts to which they are credited and otherwise as provided in this Indenture. (e) The Trustee will furnish to the City, upon the City's written request, periodic cash transaction statements which include detail for all investment transactions effected by the Trustee or brokers selected by the City. Upon the City's election, such statements will be delivered via the Trustee's online service and upon electing such service, paper statements will be provided only upon request. The City waives the right to receive brokerage confirmations of security transactions effected by the Trustee as they occur, to the extent permitted by law. The City further understands that trade confirmations for securities transactions effected by the Trustee will be available upon request and at no additional cost and other trade confirmations may be obtained from the applicable broker. (f) In the event it is found, after an annual calculation has been done pursuant to Section 6.8 hereof, that the City owes Rebatable Arbitrage to the United States Government, the City shall direct the Trustee, pursuant to a City Certificate, to transfer to the Rebate Fund the investment earnings on funds on deposit in the Pledged Funds in an amount equal to the Rebatable Arbitrage owed by the City. The City Certificate shall specify the amount to the transferred and the Pledged Fund or Pledged Funds from which the investment earnings shall be transferred. Section 6.11. Security of Funds. All Funds heretofore created or reaffirmed, to the extent not invested as herein permitted, shall be secured in the manner and to the fullest extent required by law for the security of public funds, and such Funds shall be used only for the purposes and in the manner permitted or required by this Indenture. ARTICLE VII COVENANTS Section 7.1. Confirmation of Assessments. The City hereby confirms, covenants, and agrees that, in the Assessment Ordinance, it has levied the Assessments against the Assessed Property from which the Assessment Revenues will be collected and received. 44 Section 7.2. Collection and Enforcement of Assessments. (a) For so long as any Bonds are Outstanding, the City covenants, agrees and warrants that it will take and pursue all reasonable actions permissible under Applicable Laws to cause the Assessments to be collected and the liens thereof enforced continuously, in the manner and to the maximum extent permitted by Applicable Laws, and to cause no reduction, abatement or exemption in the Assessments. (b) To the extent permitted by law, notice of the Annual Installments shall be sent by, or on behalf of, the City to the affected property owners on the same statement or such other mechanism that is used by the City, so that such Annual Installments are collected simultaneously with ad valorem taxes and shall be subject to the same penalties, procedures, and foreclosure sale in case of delinquencies as are provided for ad valorem taxes of the City. (c) The City will determine or cause to be determined, no later than February 15 of each year, whether or not any Annual Installment is delinquent and, if such delinquencies exist, the City will order and cause to be commenced as soon as practicable any and all appropriate and legally permissible actions to obtain such Annual Installment, and any delinquent charges and interest thereon, including diligently prosecuting an action in district court to foreclose the currently delinquent Annual Installment. Notwithstanding the foregoing, the City shall not be required under any circumstances to purchase or make payment for the purchase of the delinquent Assessments or the corresponding particular Assessed Property. (d) The City shall not be required under any circumstances to expend any funds for Delinquent Collection Costs or Annual Collection Costs in connection with its covenants and agreements under this Section or otherwise other than funds on deposit in the Administrative Fund. Section 7.3. Against Encumbrances. (a) Other than Refunding Bonds issued to refund all or a portion of the Bonds, the City shall not create and, to the extent Pledged Revenues are received, shall not suffer to remain, any lien, encumbrance or charge upon the Trust Estate or upon any other property pledged under this Indenture, except the pledge created for the security of the Bonds, and other than a lien or pledge subordinate to the lien and pledge of such property related to the Bonds. (b) So long as Bonds are Outstanding hereunder, the City shall not issue any bonds, notes or other evidences of indebtedness, other than the Bonds and any Refunding Bonds issued to refund all or a portion of the Bonds, secured by any pledge of or other lien or charge on the Trust Estate or other property pledged under this Indenture, other than a lien or pledge subordinate to the lien and pledge of such property related to the Bonds. Section 7.4. Records, Accounts, Accounting Reports. The City hereby covenants and agrees that so long as any Bonds are Outstanding, it will keep and maintain a proper and complete system of records and accounts pertaining to the Assessments. The Trustee and holder or holders of any Bonds or any duly authorized agent or agents of such holders shall have the right at all reasonable times to inspect all such records, 45 accounts, and data relating thereto, upon written request to the City by the Trustee or duly authorized representative, as applicable. The City shall provide the Trustee or duly authorized representative, as applicable, an opportunity to inspect such books and records relating to the Bonds during the City's regular business hours and on a mutually agreeable date not later than twenty days after the City receives such request. Section 7.5. Covenants Regarding Tax Exemption of Interest on Bonds. (a) The City covenants to take any action necessary to assure, or refrain from any action that would adversely affect, the treatment of the Bonds as an obligation described in section 103 of the Code, the interest on which is not includable in the "gross income" of the holder for purposes of federal income taxation. In furtherance thereof, the City covenants as follows: (1) to take any action to assure that no more than 10 percent of the proceeds of the Bonds (less amounts deposited to a reserve fund, if any) are used for any "private business use," as defined in section 141(b)(6) of the Code or, if more than 10 percent of the proceeds or the projects financed therewith are so used, such amounts, whether or not received by the City, with respect to such private business use, do not, under the terms of this Article or any underlying arrangement, directly or indirectly, secure or provide for the payment of more than 10 percent of the debt service on the Bonds, in contravention of section 141(b)(2) of the Code; (2) to take any action to assure that in the event that the "private business use" described in subsection (1) hereof exceeds 5 percent of the proceeds of the Bonds or the projects financed therewith (less amounts deposited into a reserve fund, if any) then the amount in excess of 5 percent is used for a "private business use" that is "related" and not "disproportionate," within the meaning of section 141(b)(3) of the Code, to the governmental use; (3) to take any action to assure that no amount that is greater than the lesser of $5,000,000, or 5 percent of the proceeds of the Bonds (less amounts deposited into a reserve fund, if any) is directly or indirectly used to finance loans to persons, other than state or local governmental units, in contravention of section 141(c) of the Code; (4) to refrain from taking any action that would otherwise result in the Bonds being treated as a "private activity bond" within the meaning of section 141(b) of the Code; (5) to refrain from taking any action that would result in the Bonds being "federally guaranteed" within the meaning of section 149(b) of the Code; (6) to refrain from using any portion of the proceeds of the Bonds, directly or indirectly, to acquire or to replace funds that were used, directly or indirectly, to acquire investment property (as defined in section 148(b)(2) of the Code) that produces a materially higher yield over the term of the Bonds, other than investment property acquired with — 46 (A) proceeds of the Bonds invested for a reasonable temporary period of 3 years or less or, in the case of refunding bonds, for a period of 30 days or less until such proceeds are needed for the purpose for which the Bonds or refunding bonds are issued, (B) amounts invested in a bona fide debt service fund, within the meaning of section 1.148-1(b) of the Treasury Regulations, and (C) amounts deposited in any reasonably required reserve or replacement fund to the extent such amounts do not exceed 10 percent of the proceeds of the Bonds; (7) to otherwise restrict the use of the proceeds of the Bonds or amounts treated as proceeds of the Bonds, as may be necessary, so that the Bonds do not otherwise contravene the requirements of section 148 of the Code (relating to arbitrage); (8) to refrain from using the proceeds of the Bonds or proceeds of any prior bonds to pay debt service on another issue more than 90 days after the date of issue of the Bonds in contravention of the requirements of section 149(d) of the Code (relating to advance refundings); and (9) to pay to the United States of America at least once during each five-year period (beginning on the Delivery Date) an amount that is at least equal to 90 percent of the "Excess Earnings," within the meaning of section 148(f) of the Code and to pay to the United States of America, not later than 60 days after the Bonds have been paid in full, 100 percent of the amount then required to be paid as a result of Excess Earnings under section 148(f) of the Code. (b) In order to facilitate compliance with the above covenant (a)(9), the Rebate Fund is established by the City pursuant to Section 6.1 for the sole benefit of the United States of America, and such Rebate Fund shall not be subject to the claim of any other person, including without limitation the registered Owner. The Rebate Fund is established for the additional purpose of compliance with section 148 of the Code. (c) The City understands that the term "proceeds" includes "disposition proceeds" as defined in the Treasury Regulations and, in the case of refunding bonds, transferred proceeds (if any) and proceeds of the refunded bonds expended prior to the date of issuance of the Bonds. It is the understanding of the City that the covenants contained herein are intended to assure compliance with the Code and any regulations or rulings promulgated by the U.S. Department of the Treasury pursuant thereto (the "Treasury Regulations"). In the event that regulations or rulings are hereafter promulgated that modify or expand provisions of the Code, as applicable to the Bonds, the City will not be required to comply with any covenant contained herein to the extent that such failure to comply, in the opinion of nationally recognized bond counsel, will not adversely affect the exemption from federal income taxation of interest on the Bonds under section 103 of the Code. In the event that regulations or rulings are hereafter promulgated that impose additional requirements applicable to the Bonds, the City agrees to comply with the additional requirements to the extent necessary, in the opinion of nationally recognized bond counsel, to preserve the exemption from federal income taxation of interest on the Bonds under 47 section 103 of the Code. In furtherance of such intention, the City hereby authorizes and directs the City Manager and Director of Finance to execute any documents, certificates or reports required by the Code and to make such elections, on behalf of the City, that may be permitted by the Code as are consistent with the purpose for the issuance of the Bonds. (d) The City covenants to account for the expenditure of sale proceeds and investment earnings to be used for Improvement Area #1 Projects on its books and records in accordance with the requirements of the Code. The City recognizes that in order for the proceeds to be considered used for the reimbursement of costs, the proceeds must be allocated to expenditures within 18 months of the later of the date that (1) the expenditure is made, or (2) the Improvement Area #1 Projects are completed; but in no event later than three years after the date on which the original expenditure is paid. The foregoing notwithstanding, the City recognizes that in order for proceeds to be expended under the Code, the sale proceedsor investment earnings must be expended no more than 60 days after the earlier of (1) the fifth anniversary of the Delivery Date, or (2) the date the Bonds are retired. The City agrees to obtain the advice of nationally -recognized bond counsel if such expenditure fails to comply with the foregoing to assure that such expenditure will not adversely affect the tax-exempt status of the Bonds. For purposes hereof, the City shall not be obligated to comply with this covenant if it obtains an opinion that such failure to comply will not adversely affect the excludability for federal income tax purposes from gross income of the interest. (e) The City covenants that the projects funded with the proceeds of the Bonds will not be sold or otherwise disposed in a transaction resulting in the receipt by the City of cash or other compensation, unless the City obtains an opinion of nationally -recognized bond counsel that such sale or other disposition will not adversely affect the tax-exempt status. of the Bonds. For purposes of the foregoing, the portion of the property comprising personal property and disposed in the ordinary course shall not be treated as a transaction resulting in the receipt of cash or other compensation. For purposes hereof, the City shall not be obligated to comply with this covenant if it obtains a legal opinion that such failure to comply will not adversely affect the excludability for federal income tax proposes from gross income of the interest. ARTICLE VIII LIABILITY OF CITY Section 8.1. Liability of City. (a) Neither the full faith and credit nor the general taxing power of the City is pledged to the payment of the Bonds, and, except for the Trust Estate, no City taxes, fee or revenues from any source are pledged to the payment of, or available to pay any portion of, the Bonds or any other obligations relating to the District. The City shall never be liable for any obligations relating to the Bonds or other obligations relating to the District, other than as specifically provided for in this Indenture. (b) The City shall not incur any responsibility in respect of the Bonds or this Indenture other than in connection with the duties or obligations explicitly herein or in the Bonds assigned to or imposed upon it. The City shall not be liable in connection with the performance of its duties hereunder, except for its own willful default or act of bad faith. The City shall not be 48 bound to ascertain or inquire as to the performance or observance of any of the terms, conditions covenants or agreements of the Trustee herein or of any of the documents executed by the Trustee in connection with the Bonds, or as to the existence of a default or event of default thereunder. (c) In the absence of bad faith, the City may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the City and conforming to the requirements of this Indenture. The City shall not be liable for any error of judgment made in good faith unless it shall be proved that it was negligent in ascertaining the pertinent facts. (d) No provision of this Indenture, the Bonds, the Assessment Ordinance, or any agreement, document, instrument, or certificate executed, delivered or approved in connection with the issuance, sale, delivery, or administration of the Bonds (collectively, the "Bond Documents"), shall require the City to expend or risk its own general funds or other funds or otherwise incur any financial liability (other than with respect to the Trust Estate and the Annual Collection Costs) in the performance of any of its obligations hereunder, or in the exercise of any of its rights or powers, if in the judgment of the City there are reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it. (e) Neither the Owners nor any other Person shall have any claim against the City or any of its officers, officials, agents, or employees for damages suffered as a result of the City's failure to perform in any respect any covenant, undertaking, or obligation under any Bond Documents or as a result of the incorrectness of any representation in, or omission from, any of the Bond Documents, except to the extent that any such claim relates to an obligation, undertaking, representation, or covenant of the City, in accordance with the Bond Documents and the PID Act. Any such claim shall be payable only from the Trust Estate or the amounts collected to pay Annual Collection Costs on deposit in the Administrative Fund. Nothing contained in any of the Bond Documents shall be construed to preclude any action or proceeding in any court or before any governmental body, agency, or instrumentality against the City or any of its officers, officials, agents, or employees to enforce the provisions of any of the Bond Documents or to enforce all rights of the Owners of the Bonds by mandamus or other proceeding at law or in equity. (f) The City may rely on and shall be protected in acting or refraining from acting upon any notice, resolution, request, consent, order, certificate, report, warrant, bond, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or proper parties. The City may consult with counsel with regard to legal questions, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder in good faith and in accordance therewith. Whenever in the administration of its duties under this Indenture the City shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of willful misconduct on the part of the City, be deemed to be conclusively proved and established by a certificate of the Trustee, an Independent Financial Consultant, an independent inspector or City Manager or other person designated by the City Council to so act on behalf of the City, and such certificate shall be full warrant to the City for any action taken or suffered under the provisions of this Indenture upon the faith thereof, but in 49 its discretion the City may, in lieu thereof, accept other evidence of such matter or may require such additional evidence as to it may deem reasonable. (g) In order to perform its duties and obligations hereunder, the City may employ such persons or entities as it deems necessary or advisable. The City shall not be liable for any of the acts or omissions of such persons or entities employed by it in good faith hereunder, and shall be entitled to rely, and shall be fully protected in doing so, upon the opinions, calculations, determinations, and directions of such persons or entities. ARTICLE IX THE TRUSTEE Section 9.1. Acceptance of Trust; Trustee as Registrar and Paying Agent. (a) The Trustee accepts and agrees to execute the respective trusts imposed upon it by this Indenture, but only upon the express terms and conditions and subject to the provisions of this Indenture to all of which the parties hereto and the respective Owners of the Bonds agree. No implied covenants or obligations shall be read into this Indenture against the Trustee. (b) The Trustee is hereby designated and agrees to act as Paying Agent/Registrar for and with respect to the Bonds. Section 9.2. Trustee Entitled to Indemnity. The Trustee shall be under no obligation to institute any suit, or to undertake any proceeding under this Indenture, or to enter any appearance or in any way defend in any suit in which it may be made defendant, or to take any steps in the execution of the trusts hereby created or in the enforcement of any rights and powers hereunder, until it shall be indemnified, to the extent permitted by law, to its satisfaction against any and all costs and expenses, outlays, and counsel fees and other reasonable disbursements, and against all liability except as a consequence of its own negligence or willful misconduct; provided, however, that in no event shall the Trustee request or require indemnification as a condition to making any deposits, payments or transfers (provided such payment or transfer is prior to an Event of Default) when required hereunder, or to deliver any notice when required hereunder. To the extent permitted by law and during the occurrence of an Event of Default, the Trustee shall be entitled to indemnification as a condition to making any deposits, payments or transfers when required hereunder, or to delivering any notice when required hereunder. Nevertheless, the Trustee may begin suit, or appear in and defend suit, or exercise any such rights and powers as Trustee, and in such case the Trustee may make transfers from the Pledged Revenue Fund and Administrative Fund, and to the extent money in the Administrative Fund is insufficient, from the Pledged Revenue Fund, to pay all fees, costs and expenses, outlays, and counsel fees and other reasonable disbursements properly incurred in connection therewith and shall, to the extent permitted by law, be entitled to a preference therefor over any Bonds Outstanding hereunder. Section 9.3. Responsibilities of the Trustee. (a) The recitals contained in this Indenture and in the Bonds shall be taken as the 50 statements of the City and the Trustee assumes no responsibility for and undertakes no duty to verify the correctness of the same. The Trustee makes no representations as to the validity or sufficiency of this Indenture or the Bonds or with respect to the security afforded by this Indenture, and the Trustee shall incur no liability with respect thereto. Except as otherwise expressly provided in this Indenture, the Trustee shall have no responsibility or duty with respect to: (i) the issuance of Bonds for value; (ii) the application of the proceeds thereof, except to the extent that such proceeds are received by it in its capacity as Trustee; (iii) the application of any moneys paid to the City or others in accordance with this Indenture, except as to the application of any moneys paid to it in its capacity as Trustee; (iv) any calculation of arbitrage or rebate under the Code; (v) any loss suffered in connection with any investment of funds in accordance with this Indenture; or (vi) to undertake any other action unless specifically authorized pursuant to a written direction by the City or pursuant to this Indenture. (b) The duties and obligations of the Trustee shall be determined by the express provisions of this Indenture, and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture. The Trustee will, prior to any Event of Default and after curing of any Event of Default, perform such duties and only such duties as are specifically set forth herein. The Trustee will, during the existence of an Event of Default, exercise such rights and powers vested in it by this Indenture and use the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of his/her own affairs. (c) The Trustee shall not be liable for any action taken or omitted by it in the performance of its duties under this Indenture, except for its own negligence or willful misconduct. In no event shall the Trustee be liable for incidental, indirect, special or consequential damages in connection with or arising from this Indenture for the existence, furnishing or use of the Improvement Area #1 Projects. The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Owners of not less than a majority in principal amount of the Bonds then Outstanding relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture. (d) The Trustee shall not be liable for any error of judgment made in good faith by any one of its officers, unless it shall be established that the Trustee was negligent in ascertaining the pertinent facts. (e) The Trustee's immunities and protections from liability and its right to indemnification in connection with the performance of its duties under this Indenture shall extend to the Trustee's officers, directors, agents, attorneys and employees. Such immunities and protections and rights to indemnification, together with the Trustee's right to compensation, shall survive the Trustee's resignation or removal, the discharge of this Indenture. (f) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or through agents, attorneys, or receivers, and shall not be responsible for any misconduct or negligence on the part of any agent, attorney, or receiver appointed or chosen by it with due care, and the Trustee shall be entitled to rely and act upon the opinion or advice of counsel, who may be counsel to the City, concerning all matters of trust 51 hereof and the duties hereunder, and may in all cases pay such reasonable compensation to all such agents, attorneys, and receivers as may reasonably be employed in connection with the trusts hereof. The Trustee shall not be responsible for any loss or damage resulting from any action or nonaction by it taken or omitted to be taken in good faith in reliance upon such opinion or advice of counsel. (g) The Trustee shall not be responsible for any recital herein (except with respect to the authentication certificate of the Trustee endorsed on the Bonds) or for the recording, filing, or refiling of this Indenture in connection therewith, or for the validity of the execution by the City of this Indenture or of any Supplemental Indentures or instruments of further assurance, or for the sufficiency or security of the Bonds. The Trustee shall not be responsible or liable for any loss suffered in connection with any investment of funds made by it in accordance with this Indenture. (h) The Trustee makes no representations as to the value or condition of the Trust Estate or any part thereof, or as to the validity or sufficiency of this Indenture or of the Bonds. The Trustee shall not be accountable for the use or application of any Bonds or the proceeds thereof or of any money paid to or upon the order of the City under any provision of this Indenture. Section 9.4. Property Held in Trust. All moneys and securities held by the Trustee at any time pursuant to the terms of this Indenture shall be held by the Trustee in trust for the purposes and under the terms and conditions of this Indenture. Section 9.5. Trustee Protected in Relying on Certain Documents. (a) The Trustee may conclusively rely upon any order, notice, request, consent, waiver, certificate, statement, affidavit, requisition, bond, or other document provided to the Trustee in accordance with the terms of this Indenture that it shall in good faith reasonably believe to be genuine and to have been adopted or signed by the proper board or Person or to have been prepared and furnished pursuant to any of the provisions of this Indenture, or upon the written opinion of any counsel, architect, engineer, insurance consultant,' management consultant, or accountant that the Trustee shall in good faith reasonably believe to be qualified in relation to the subject matter or is selected by the City in accordance with this Indenture, and the Trustee shall be under no duty to make any investigation or inquiry into, and shall not be deemed to have knowledge of, any statements contained or matters referred to in any such instrument. The Trustee may consult with counsel selected by the Trustee with due care that is nationally recognized in the field of municipal bond law, who may or may not be Bond Counsel, and any advice from such counsel with respect to compliance with the provisions of this Indenture shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder, reasonably and in good faith, in accordance with such advice. (b) Whenever the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action under this Indenture, such matter may be deemed to be conclusively proved and established by a City Certificate, unless other evidence in 52 respect thereof be hereby specifically prescribed. Such City Certificate shall be full warrant for any action taken or suffered in good faith under the provisions hereof, but the Trustee may in lieu thereof accept other evidence of such fact or matter or may require such further or additional evidence as it may deem reasonable. Except as otherwise expressly provided herein, any request, order, notice, or other direction required or permitted to be furnished pursuant to any provision hereof by the City to the Trustee shall be sufficiently executed if executed in the name of the City by the City Representative. The Trustee shall be entitled to conclusively rely upon the foregoing as sufficient evidence of the facts set forth herein. The execution of any City Certificate shall constitute, unto the Trustee, an irrevocable determination that all conditions precedent thereto have occurred. (c) The Trustee shall not be under any obligation to see to the recording or filing of this Indenture, or otherwise to the giving to any Person of notice of the provisions hereof except as expressly required in Section 9.13. Section 9.6. Compensation. Unless otherwise provided by contract with the Trustee, the Trustee, at the written direction of the City, shall transfer from the Administrative Fund, the previously determined and agreed upon, reasonable compensation for all services rendered by it hereunder, including its services as Paying Agent/Registrar and extraordinary services rendered, together with all its reasonable expenses, charges, and other disbursements and those of its counsel, agents and employees, incurred in and about the administration and execution of the trusts hereby created and the exercise of its powers and the performance of its duties hereunder, all pursuant to a City Certificate and subject to any limit on the amount of such compensation or recovery of expenses or other charges as shall be prescribed by such City Certificate, and the Trustee shall have a lien therefor on any and all funds at any time held by it hereunder prior to any Bonds Outstanding. None of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if the Trustee has reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it. If the City shall fail to make any payment required by this Section, the Trustee shall make such payment from lawfully available funds in the Administrative Fund, and to the extent moneys in the Administrative Fund are insufficient then from any moneys in its possession under the provision of this Indenture and shall be entitled to a preference therefor over any Bonds Outstanding hereunder. The right of the Trustee to fees, expenses, and indemnification, to the extent permitted by Iaw, shall survive the release, discharge, and satisfaction of the Indenture. Section 9.7. Permitted Acts. The Trustee and its directors, officers, employees, or agents may become the owner of or may in good faith buy, sell, own, hold and deal in Bonds and may join in any action that any Owner of Bonds may be entitled to take as fully and with the same rights as if it were not the Trustee. The Trustee may act as depository, and permit any of its officers or directors to act as a member of, or in any other capacity with respect to, the City or any committee formed to protect the rights of holders of Bonds or to effect or aid in any reorganization growing out of the enforcement of the Bonds or this Indenture, whether or not such committee shall represent the holders of a majority of the Bonds. The permissive right of the Trustee to do things enumerated 53 in this Indenture shall not be construed as a duty, and the Trustee shall not be liable for any permissive actions taken except as a consequence of its own negligence or misconduct. Section 9.8. Resignation of Trustee. The Trustee may at any time resign and be discharged of its duties and obligations hereunder by giving not fewer than 60 days' written notice, specifying the date when such resignation shall take effect, to the City and each Owner of any Outstanding Bond. Such resignation shall take effect upon the appointment of a successor as provided in Section 9.10 and the acceptance of such appointment by such successor. Notwithstanding the foregoing, if, after 60 days following receipt of the notice, the City has not appointed a successor Trustee, the Trustee may apply to a court of competent jurisdiction to appoint a successor Trustee, at no expense to the City, and such resignation shall take effect upon the court's appointment of a successor Trustee. Section 9.9. Removal of Trustee. The Trustee may be removed at any time by (i) the Owners of at least a majority in aggregate Outstanding principal amount of the Bonds by an instrument or concurrent instruments in writing signed and acknowledged by such Owners or by their attorneys -in -fact, duly authorized and delivered to the City, or (ii) so long as the City is not in default under this Indenture, the City. Copies of each such instrument shall be delivered by the City to the Trustee and any successor thereof. The Trustee may also be removed at any time for any breach of trust or for acting or proceeding in violation of, or for failing to act or proceed in accordance with, any provision of this Indenture with respect to the duties and obligations of the Trustee by any court of competent jurisdiction upon the application of the City or the Owners of not less than 10% in aggregate Outstanding principal amount of the Bonds. Section 9.10. Successor Trustee. (a) If the Trustee shall resign, be removed, be dissolved, or become incapable of acting, or shall be adjudged a bankrupt or insolvent, or if a receiver, liquidator, or conservator of the Trustee or of its property shall be appointed, or if any public officer shall take charge or control of the Trustee or of its property or affairs, the position of the Trustee hereunder shall thereupon become vacant. (b) If the position of Trustee shall become vacant for any of the foregoing reasons or for any other reason, a successor Trustee may be appointed within one year after any such vacancy shall have occurred by the Owners of at least 50% of the aggregate Outstanding principal amount of the Bonds by an instrument or concurrent instruments in writing signed and acknowledged by such Owners or their attorneys -in -fact, duly authorized and delivered to such successor Trustee, with notification thereof being given to the predecessor Trustee and the City. (c) Until such successor Trustee shall have been appointed by the Owners of the Bonds, the City shall forthwith (and in no event in excess of 30 days after such vacancy occurs) appoint a Trustee to act hereunder. Copies of any instrument of the City providing for any such appointment shall be delivered by the City to the Trustee so appointed. The City shall mail notice of any such appointment to each Owner of any Outstanding Bonds within 30 days after such appointment. Any appointment of a successor Trustee made by the City immediately and without 54 further act shall be superseded and revoked by an appointment subsequently made by the Owners. (c) If in a proper case no appointment of a successor Trustee shall be made within 45 days after the giving by any Trustee of any notice of resignation in accordance with Section 9.8 or after the occurrence of any other event requiring or authorizing such appointment, the Trustee or any Owner of Bonds may apply to any court of competent jurisdiction for the appointment of such a successor, and the court may thereupon, after such notice, if any, as the court may deem proper, appoint such successor and the City shall be responsible for the costs of such appointment process. (e) Any successor Trustee appointed under the provisions of this Section shall be a commercial bank or trust company or national banking association (i) having a capital and surplus and undivided profits aggregating at least $50,000,000, if there be such a commercial bank or trust company or national banking association willing and able to accept the appointment on reasonable and customary terms, and (ii) authorized by law to perform all the duties of the Trustee required by this Indenture. (f) Each successor Trustee shall mail, in accordance with the provisions of the Bonds, notice of its appointment as Trustee, any rating agency which, at the time of such appointment, is providing a rating on the Bonds and each of the Owners of the Bonds. Section 9.11. Transfer of Rights and Property to Successor Trustee. Any successor Trustee appointed under the provisions of Section 9.10 shall execute, acknowledge, and deliver to its predecessor and the City an instrument in writing accepting such appointment, and thereupon such successor, without any further act, deed, or conveyance, shall become fully vested with all moneys, estates, properties, rights, immunities, powers, duties, obligations, and trusts of its predecessor hereunder, with like effect as if originally appointed as Trustee. However, the Trustee then ceasing to act shall nevertheless, on request of the City or of such successor, execute, acknowledge, and deliver such instruments of conveyance and further assurance and do such other things as may reasonably be required for more fully and certainly vesting and confirming in such successor all the rights, immunities, powers, and trusts of such Trustee and all the right, title, and interest of such Trustee in and to the Trust Estate, and, upon the receipt of payment of its outstanding charges, shall pay over, assign, and deliver to such successor any moneys or other properties subject to the trusts and conditions herein set forth. Should any deed, conveyance, or instrument in writing from the City be required by such successor for more fully and certainly vesting in and confirming to it any such moneys, estates, properties, rights, powers, duties, or obligations, any and all such deeds, conveyances, and instruments in writing, on request and so far as may be authorized by law, shall be executed, acknowledged, and delivered by the City. Section 9.12. Merger, Conversion or Consolidation of Trustee. Any corporation or association into which the Trustee may be merged or with which it may be consolidated or any corporation or association resulting from any merger, conversion or consolidation to which it shall be a party or any corporation or association to which the Trustee may sell or transfer all or substantially all of its corporate trust business shall be the successor to such Trustee hereunder, without any further act, deed or conveyance, provided that such 55 corporation or association shall be a commercial bank or trust company or national banking association qualified to be a successor to such Trustee under the provisions of Section 9.10, or a trust company that is a wholly -owned subsidiary of any of the foregoing. Section 9.13. Trustee To File Continuation Statements. Chapter 1208, Texas Government Code, applies to the issuance of the Bonds and the pledge of the Trust Estate provided herein, and such pledge is, under current law, valid, effective and perfected. If necessary, the Trustee shall file or cause to be filed, at the City's expense, such continuation statements as may be delivered to the Trustee and which may be required by the Texas Uniform Commercial Code, as from time to time in effect (the "UCC"), in order to continue perfection of the security interest of the Trustee in such items of tangible or intangible personal property and any fixtures as may have been granted to the Trustee pursuant to this Indenture in the time, place and manner required by the UCC; provided unless the Trustee is otherwise notified by the City, the Trustee may conclusively rely upon the initial filing statements delivered to it in filing any continuation statements hereunder. The Trustee is not responsible for the initial filing of any financing statements. The City shall timely delivery a copy of such filed financing statement, if any, to the Trustee. Section 9.14. Accounts, Periodic Reports and Certificates. The Trustee shall keep or cause to be kept proper books of record and account (separate from all other records and accounts) in which complete and correct entries shall be made of its transactions relating to the Funds and Accounts established by this Indenture and which shall at all times be subject to inspection by the City, and the Owner or Owners of not less than 10% in principal amount of the Bonds then Outstanding or their representatives duly authorized in writing. Section 9.15. Construction of Indenture. The Trustee may construe any of the provisions of this Indenture insofar as the same may appear to be ambiguous or inconsistent with any other provision hereof, and any construction of any such provisions hereof by the Trustee in good faith shall be binding upon the ;Owners of the Bonds. Section 9.16. Offering Documentation. The Trustee shall have no responsibility with respect to any information, statement, or recital in any official statement, offering memorandum, or any other disclosure material prepared or distributed with respect to the Bonds and, except as otherwise provided in the Continuing Disclosure Agreement of the Issuer, shall have no responsibility for compliance with any State or federal securities laws in connection with the Bonds. 56 ARTICLE X MODIFICATION OR AMENDMENT OF THIS INDENTURE Section 10.1. Amendments Permitted. (a) This Indenture and the rights and obligations of the City and of the Owners of the Bonds may be modified or amended at any time by a Supplemental Indenture, except as provided below, pursuant to the affirmative vote at a meeting of Owners of the Bonds, or with the written consent without a meeting, of the Owners of the Bonds of at least a majority of the aggregate principal amount of the Bonds then Outstanding and City approval of such modification or amendment. No such modification or amendment shall (i) extend the maturity of any Bond or reduce the principal of or interest rate thereon, or otherwise alter or impair the obligation of the City to pay the principal of, and the interest and any premium on, any Bond, without the express consent of the Owner of such Bond, (ii) permit the creation by the City of any pledge or lien upon the Trust Estate, or any portion thereof, superior to or on a parity with the pledge and lien created for the benefit of the Bonds (except for the issuance of Refunding Bonds or as otherwise permitted by Applicable Laws or this Indenture), or (iii) reduce the percentage of Owners of the Bonds required for the amendment hereof. Any such amendment shall not modify any of the rights or obligations of the Trustee without its written consent. (b) This Indenture and the rights and obligations of the City and of the Owners may also be modified or amended at any time by a Supplemental Indenture, without the consent of any Owners, only to the extent permitted by law, and only for any one or more of the following purposes: (i) to add to the covenants and agreements of the City in this Indenture contained, other covenants and agreements thereafter to be observed, or to limit or surrender any right or power herein reserved to or conferred upon the City; (ii) to make modifications not adversely affecting any Outstanding Bonds in any material respect; (iii) to make such provisions for the purpose of curing any ambiguity, or of curing, correcting or supplementing any defective provision contained in this Indenture, or in regard to questions arising under this Indenture, as the City and the Trustee may deem necessary or desirable and not inconsistent with this Indenture, and that shall not adversely affect the rights of the Owners of the Bonds; (iv) to set forth additional provisions, if deemed necessary or advisable, in connection with the issuance of Refunding Bonds permitted under the terms of this Indenture; and (v) to make such additions, deletions or modifications as may be necessary or desirable to assure exemption from federal income taxation of interest on the Bonds. Section 10.2. Owners' Meetings. 57 The City may at any time call a meeting of the Owners of the Bonds. In such event the City is authorized to fix the time and place of said meeting and to provide for the giving of notice thereof, and to fix and adopt reasonable rules and regulations for the conduct of said meeting; provided, however, that the same may not conflict with the terms of this Indenture. Without limiting the generality of the immediately preceding sentence, such rules and regulations may not reduce the percentage of Owners of Bonds required for the amendment of this Indenture as provided herein. Section 10.3. Procedure for Amendment with Written Consent of Owners. (a) The City and the Trustee may at any time adopt a Supplemental Indenture amending the provisions of the Bonds or of this Indenture, to the extent that such amendment is permitted by Section 10.1, to take effect when and as provided in this Section. A copy of such Supplemental Indenture, together with a request to Owners for their consent thereto, if such consent is required pursuant to Section 10.1, shall be mailed by first class mail, by the Trustee to each Owner of Bonds from whom consent is required under this Indenture, but failure to mail copies of such Supplemental Indenture and request shall not affect the validity of the Supplemental Indenture when assented to as in this Section provided. (b) Such Supplemental Indenture shall not become effective unless there shall be filed with the Trustee the written consents of the Owners as required by this Indenture and a notice shall have been mailed as hereinafter in this Section provided and the City has delivered to the Trustee an opinion of Bond Counsel to the effect that such amendment is permitted and will not adversely affect the exclusion of interest on the Bonds from gross income for purposes of federal income taxation. Each such consent shall be effective only if accompanied by proof of ownership of the Bonds for which such consent is given, which proof shall be such as is permitted by Section 11.6. Any such consent shall be binding upon the Owner of the Bonds giving such consent and on any subsequent Owner (whether or not such subsequent Owner has notice thereof), unless such consent is revoked in writing by the Owner giving such consent or a subsequent Owner by filing such revocation with the Trustee prior to the date when the notice hereinafter in this Section provided for has been mailed. (c) After the Owners of the required percentage of Bonds shall have filed their consents to the Supplemental Indenture, the City shall mail a notice to the Ownersi in the manner hereinbefore provided in this Section for the mailing of the Supplemental Indenture, stating in substance that the Supplemental Indenture has been consented to by the Owners of the required percentage of Bonds and will be effective as provided in this Section (but failure to mail copies of said notice shall not affect the validity of the Supplemental Indenture or consents thereto). Proof of the mailing of such notice shall be filed with the Trustee. A record, consisting of the papers required by this Section 10.3 to be filed with the Trustee, shall be proof of the matters therein stated until the contrary is proved. The Supplemental Indenture shall become effective upon the filing with the Trustee of the proof of mailing of such notice, and the Supplemental Indenture shall be deemed conclusively binding (except as otherwise hereinaboye specifically provided in this Article) upon the City and the Owners of all Bonds at the expiration of sixty (60) days after such filing, except in the event of a final decree of a court of competent jurisdiction setting aside such consent in a legal action or equitable proceeding for such purpose commenced within such sixty-day period. 58 Section 10.4. Procedure for Amendment Not Requiring Owner Consent. (a) The City and the Trustee may at any time adopt a Supplemental Indenture amending the provisions of the Bonds or of this Indenture, to the extent that such amendment is permitted by Section 10.1, to take effect when and as provided in this Section. The City shall direct the Trustee to provide a copy of such Supplemental Indenture, together with a notice stating that the Supplemental Indenture does not require Owner consent, mailed by first class mail to each Owner of Bonds, but failure to mail copies of such Supplemental Indenture shall not affect the validity of the Supplemental Indenture. The Trustee shall retain the proof of its mailing of such notice. A record, consisting of the papers required by this Section 10.4, shall be proof of the matters therein stated until the contrary is proved. (b) The Supplemental Indenture shall become effective upon the execution and delivery of such Supplemental Indenture by the Trustee and the City, and the Supplemental Indenture shall be deemed conclusively binding upon the City, the Trustee and the Owners of all Bonds as of the date of such execution and delivery. Section 10.5. Effect of Supplemental Indenture. From and after the time any Supplemental Indenture becomes effective pursuant to this Article X, this Indenture shall be deemed to be modified and amended in accordance therewith, the respective rights, duties, and obligations under this Indenture of the City, the Trustee and all Owners of Bonds Outstanding shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments, and all the terms and conditions of any such Supplemental Indenture shall be deemed to be part of the terms and conditions of this Indenture for any and all purposes. Section 10.6. Endorsement or Replacement of Bonds Issued After Amendments. The City may determine that Bonds issued and delivered after the effective date of any action taken as provided in this Article X shall bear a notation, by endorsement or otherwise, in form approved by the City, as to such action. In that case, upon demand of the Owner of any Bond Outstanding at such effective date and presentation of his Bond for that purpose at the designated office of the Trustee or at such other office as the City may select and designate for that purpose, a suitable notation shall be made on such Bond. The City may determine that new Bonds, so modified as in the opinion of the City is necessary to conform to such Owners' action, shall be prepared, executed, and delivered. In that case, upon demand of the Owner of any Bonds then Outstanding, such new Bonds shall be exchanged at the designated office of the Trustee without cost to any Owner, for Bonds then Outstanding, upon surrender of such Bonds. Section 10.7. Amendatory Endorsement of Bonds. The provisions of this Article X shall not prevent any Owner from accepting any amendment as to the particular Bonds held by such Owner, provided that due notation thereof is made on such Bonds. Wt Section 10.8. Waiver of Default. With the written consent of the Owners of at least a majority in aggregate principal amount of the Bonds then Outstanding, the Owners may waive compliance by the City with certain past defaults under this Indenture and their consequences. Any such consent shall be conclusive and binding upon the Owners and upon all future Owners. Section 10.9. Execution of Supplemental Indenture. (a) In executing, or accepting the additional trusts created by, any i Supplemental Indenture permitted by this Article or the modification thereby of the trusts created by this Indenture, the Trustee shall receive, and shall be fully protected in relying upon,. an opinion of counsel addressed and delivered to the Trustee and the City stating that the execution of such Supplemental Indenture is permitted by and in compliance with this Indenture. The Trustee may, but shall not be obligated to, enter into any such Supplemental Indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. (b) No such amendment shall modify any of the rights or obligations of the Trustee without its written consent. In executing or accepting any Supplemental Indenture, the Trustee shall be fully protected in relying upon an opinion of qualified counsel addressed', and delivered to the Trustee stating that (i) the execution of such Supplemental Indenture is permitted by and in compliance with this Indenture, (ii) the execution and delivery of will not adversely affect the exclusion from federal gross income of the interest on the Bonds, and (iii) such Supplemental Indenture will, upon the execution and delivery thereof, to be a valid and binding obligation of the City. ARTICLE XI DEFAULT AND REMEDIES Section 11.1. Events of Default. Each of the following occurrences or events shall be and is hereby declared to be an "Event of Default," to wit: (i) The failure of the City to deposit the Pledged Revenues to the Pledged Revenue Fund; (ii) The failure of the City to enforce the collection of the Assessments including the prosecution of foreclosure proceedings, in accordance with Section 7.2; (iii) Default in the performance or observance of any covenant,, agreement or obligation of the City under this Indenture, other than a default under (iv) below, and the continuation thereof for a period of ninety (90) days after written notice specifying such default and requiring same to be remedied shall have been given to the City by the Trustee, which may give such notice in its discretion and which shall give such notice at the written request of the Owners of not less than 51 % in aggregate Outstanding principal amount of the Bonds; provided, however, if the default stated in the notice is capable of cure but cannot reasonably be cured within the applicable period, the City shall be entitled to a further extension of time reasonably 60 necessary to remedy such default so long as corrective action is instituted by the City within the applicable period and is diligently pursued until such failure is corrected, but in no event for a period of time of more than one hundred eighty (180) days after such notice; and (iv) The failure to make payment of the principal of or interest on any of the Bonds when the same becomes due and payable and such failure is not remedied within thirty (30) days thereafter. The Trustee shall not be charged with knowledge of (a) any events or other information, or (b) any default under this Indenture or any other agreement unless a responsible officer of the Trustee shall have actual knowledge thereof. Section 11.2. Immediate Remedies for Default. (a) Subject to Article VIII, upon the happening and continuance of any of the Events of Default described in Section 11.1, then and in every such case the Trustee may proceed, and upon the written request of the Owners of not less than 51 % in aggregate Outstanding principal amount of the Bonds hereunder shall proceed, to protect and enforce the rights of the Owners under this Indenture, by action seeking mandamus or by other suit, action, or special proceeding in equity or at law, in any court of competent jurisdiction, for any relief to the extent permitted by Applicable Laws, including, but not limited to, the specific performance of any covenant or agreement contained herein, or injunction; provided, however, that no action for money damages against the City may be sought or shall be permitted. (b) PURSUANT TO SECTION 11.7, THE PRINCIPAL OF THE BONDS SHALL NOT BE SUBJECT TO ACCELERATION UNDER ANY CIRCUMSTANCES. (c) If the assets of the Trust Estate are sufficient to pay all amounts due with respect to Outstanding Bonds, in the selection of Trust Estate assets to be used in the payment of Bonds due under this Article, the City shall determine, in its absolute discretion, and shall instruct the Trustee by City Certificate, which Trust Estate assets shall be applied to such payment and shall not be liable to any Owner or other Person by reason of such selection and application. In the event that the City shall fail to deliver to the Trustee such City Certificate, the Trustee shall select and liquidate or sell Trust Estate assets as provided in the following paragraph, and shall not be liable to any Owner, or other Person, or the City by reason of such selection, liquidation or sale. The Trustee shall have no liability for its selection of Trust Estate assets to liquidate or sell. (d) Whenever moneys are to be applied pursuant to this Article XI, irrespective of and whether other remedies authorized under this Indenture shall have been pursued in whole or in part, the Trustee may cause any or all of the assets of the Trust Estate, including Investment Securities, to be sold. The Trustee may so sell the assets of the Trust Estate and all right, title, interest, claim and demand thereto and the right of redemption thereof, in one or more parts, at any such place or places, and at such time or times and upon such notice and terms as the Trustee may deem appropriate, and as may be required by law and apply the proceeds thereof in accordance with the provisions of this Section. Upon such sale, the Trustee may make and deliver to the purchaser or purchasers a good and sufficient assignment or conveyance for the same, which sale shall be a perpetual bar both at law and in equity against the City, and all other 61 Persons claiming such properties. No purchaser at any sale shall be bound to see to the application of the purchase money proceeds thereof or to inquire as to the authorization, necessity, expediency, or regularity of any such sale. Nevertheless, if so requested by the Trustee, the City shall ratify and confirm any sale or sales by executing and delivering to the Trustee or to such purchaser or purchasers all such instruments as may be necessary or, in the reasonable judgment of the Trustee, proper for the purpose which may be designated in such request. Section 11.3. Restriction on Owner's Action. (a) No Owner shall have any right to institute any action, suit or proceeding at law or in equity for the enforcement of this Indenture or for the execution of any trust thereof or any other remedy hereunder, unless (i) a default has occurred and is continuing of which the Trustee has been notified in writing as provided in Section 11.1, or of which by such Section it is deemed to have notice, (ii) such default has become an Event of Default and the Owners of not less than 51 % of the aggregate principal amount of the Bonds then Outstanding have made written request to the Trustee and offered it reasonable opportunity either to proceed to exercise the powers hereinbefore granted or to institute such action, suit or proceeding in its own name, (iii) the Owners have furnished to the Trustee written evidence of indemnity as provided in Section 9.2, (iv) the Trustee has for 60 days after such notice failed or refused to exercise the powers hereinbefore granted, or to institute such action, suit, or proceeding in its own name, (v) no written direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Owners of a majority of the aggregate principal amount of the Bonds then Outstanding, and (vi) notice of such action, suit, or proceeding is given to the Trustee in writing; however, no one or more Owners of the Bonds shall have any right in any manner whatsoever to affect, disturb, or prejudice this Indenture by its, his or their action or to enforce any right hereunder except in the manner provided herein, and that all proceedings at law or in equity shall be instituted and maintained in the manner provided herein and for the equal benefit of the Owners of all Bonds then Outstanding. The notification, request and furnishing of indemnity set forth above shall, at the option of the Trustee as advised by its counsel, be conditions precedent to the execution of the powers and trusts of this Indenture and to any action or cause of action for the enforcement of this Indenture or for any other remedy hereunder. (b) Subject to Article VIII, nothing in this Indenture shall affect or impair the right of any Owner to enforce, by action at law, payment of any Bond at and after the maturity thereof, or on the date fixed for redemption or the obligation of the City to pay each Bond issued hereunder to the respective Owners thereof at the time and place, from the source and in the manner expressed herein and in the Bonds. (c) In case the Trustee or any Owners shall have proceeded to enforce any right under this Indenture and such proceedings shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Trustee or any Owners, then and in every such case the City, the Trustee and the Owners shall be restored to their former positions and rights hereunder, and all rights, remedies and powers of the Trustee shall continue as if no such proceedings had been taken. 62 Section 11.4. Application of Revenues and Other Moneys After Default. (a) All moneys, securities, funds, Pledged Revenues and other assets of the Trust Estate and. the income therefrom received by the Trustee pursuant to any right given or action taken under the provisions of this Article shall, after payment of the cost and expenses of the proceedings resulting in the collection of such amounts, the expenses (including its counsel fees, costs, and expenses), liabilities, and advances incurred or made by the Trustee and the fees of the Trustee in carrying out this Indenture, during the continuance of an Event of Default, notwithstanding Section 11.2, be applied by the Trustee, on behalf of the City, to the payment of interest and principal or Redemption Price then due on Bonds, as follows: FIRST: To the payment to the Owners entitled thereto all installments of interest then due in the direct order of maturity of such installments, and, if the amount available shall not be sufficient to pay in full any installment, then to the payment thereof ratably, according to the amounts due on such installment, to the Owners entitled thereto, without any discrimination or preference; and SECOND: To the payment to the Owners entitled thereto of the unpaid principal of Outstanding Bonds, or Redemption Price of any Bonds which shall have become due, whether at maturity or by call for redemption, in the direct order of their due dates and, if the amounts available shall not be sufficient to pay in full all the Bonds due on any date, then to the payment thereof ratably, according to the amounts of principal due or Redemption Price and to the Owners entitled thereto, without any discrimination or preference. The Trustee shall make payments to the Owners pursuant to this Section 11.4 within thirty (30) days of receipt of such good and available funds, and the record date shall be the date the Trustee receives such good and available funds. (b) In the event funds are not adequate to cure any of the Events of Default described in Section 11.1, the available funds shall be allocated to the Bonds that are Outstanding in proportion to the quantity of Bonds that are currently due and in default under the terms of this Indenture. (c) The restoration of the City to its prior position after any and all defaults have been cured, as provided in Section 11.3, shall not extend to or affect any subsequent default under this Indenture or impair any right consequent thereon. Section 11.5. Effect of Waiver. No delay or omission of the Trustee, or any Owner, to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of any such default or an acquiescence therein; and every power and remedy given by this Indenture to the Trustee or the Owners, respectively, may be exercised from time to time and as often as may be deemed expedient. 63 Section 11.6. Evidence of Ownership of Bonds. (a) Any request, consent, revocation of consent or other instrument which this Indenture may require or permit to be signed and executed by the Owners may be in one or more instruments of similar tenor, and shall be signed or executed by such Owners in' person or by their attorneys duly appointed in writing. Proof of the execution of any such instrument, or of any instrument appointing any such attorney, or the holding by any Person of the Bonds shall be sufficient for any purpose of this Indenture (except as otherwise herein expressly provided) if made in the following manner: (i) The fact and date of the execution of such instruments by any Owner of Bonds or the duly appointed attorney authorized to act on behalf of such Owner may be provided by a guarantee of the signature thereon by a bank or trust company or by the certificate of any notary public or other officer authorized to take acknowledgments of deeds, that the Person signing such request or other instrument acknowledged to him the execution thereof, or by an affidavit of a witness of such execution, duly sworn to before such notary public or other officer. Where such execution is by an officer of a corporation or association or a member of a partnership, on behalf of such corporation, ,association or partnership, such signature guarantee, certificate, or affidavit shall also constitute sufficient proof of his authority. (ii) The ownership of Bonds and the amount, numbers and other identification and date of holding the same shall be proved by the Register. (b) Except as otherwise provided in this Indenture with respect to revocation of a consent, any request or consent by an Owner of any Bond shall bind all future Owners of the same Bond in respect of anything done or suffered to be done by the City or the Trustee in accordance therewith. Section 11.7. No Acceleration. In the event of the occurrence of an Event of Default under Section 11.1, the right of acceleration of any Stated Maturity is not granted as a remedy hereunder and the right of acceleration under this Indenture is expressly denied. Section 11.8. Mailing of Notice. Any provision in this Article for the mailing of a notice or other document to Owners shall be fully complied with if it is mailed, first class postage prepaid, only to each Owner at the address appearing upon the Register. Section 11.9. Exclusion of Bonds. Bonds owned or held by or for the account of the City will not be deemed Outstanding for the purpose of consent or other action or any calculation of Outstanding Bonds provided for in this Indenture, and the City shall not be entitled with respect to such Bonds to give any consent or take any other action provided for in this Indenture. 64 ARTICLE XII GENERAL COVENANTS AND REPRESENTATIONS Section 12.1. Representations as to Trust Estate. (a) The City represents and warrants that it is authorized by Applicable Laws to authorize and issue the Bonds, to execute and deliver this Indenture and to pledge the Trust Estate in the manner and to the extent provided in this Indenture, and that the Trust Estate is and will be and remain free and clear of any pledge, lien, charge, or encumbrance thereon or with respect thereto prior to, or of equal rank with, the pledge and lien created in or authorized by this Indenture except as expressly provided herein. (b) The City shall at all times, to the extent permitted by Applicable Laws, defend, preserve and protect the pledge of the Trust Estate and all the rights of the Owners and the Trustee, under this Indenture against all claims and demands of all Persons whomsoever. (c) Subject to Section 7.2(d), the City will take all steps reasonably necessary and appropriate, and will provide written direction to the Trustee to take all steps reasonably necessary and appropriate, to collect all delinquencies in the collection of the Assessments and any other amounts pledged to the payment of the Bonds to the fullest extent permitted by the PID Act and other Applicable Laws. Section 12.2. General. The City shall do and perform or cause to be done and performed all acts and things required to be done or performed by or on behalf of the City under the provisions of this Indenture. ARTICLE XIII SPECIAL COVENANTS Section 13.1. Further Assurances; Due Performance. (a) At any and all times the City will duly execute, acknowledge and deliver, or will cause to be done, executed and delivered, all and every such further acts, conveyances, transfers, and assurances in a manner as the Trustee shall reasonably require for better conveying, transferring, pledging, and confirming unto the Trustee, all and singular, the revenues, Funds, Accounts and properties constituting the Pledged Revenues, and the Trust Estate hereby transferred and pledged, or intended so to be transferred and pledged. (b) The City will duly and punctually keep, observe and perform each and every term, covenant and condition on its part to be kept, observed and performed, contained in this Indenture. 65 Section 13.2. Other Obligations or Other Liens; Refunding Bonds. (a) The City reserves the right, subject to the provisions contained in this Section 13.2, to issue Other Obligations under other indentures, assessment ordinances, or similar agreements or other obligations which do not constitute or create a lien on the Trust Estate and are not payable from the Trust Estate, or any portion thereof. (b) Other than Refunding Bonds issued to refund all or a portion of the Bonds, or subordinate lien obligations permitted hereunder, the City will not create or voluntarily permit to be created any debt, lien or charge on the Trust Estate, or any portion thereof, and, will not do or omit to do or suffer to be done or omit to be done any matter or things whatsoever whereby the lien of this Indenture or the priority hereof might or could be lost or impaired. (c) Notwithstanding any contrary provision of this Indenture but subject to Section 7.3, the City shall not issue additional bonds, notes or other obligations under this Indenture, secured by any pledge of or other lien or charge on the Trust Estate or other property pledged under this Indenture, other than Refunding Bonds and subordinate lien obligations permitted hereunder. The City reserves the right to issue Refunding Bonds, the proceeds of which would be utilized to refund all or any portion of the Outstanding Bonds or Outstanding Refunding Bonds and to pay all costs incident to the Refunding Bonds, as authorized by the laws of the State. Section 13.3. Books of Record. (a) The City shall cause to be kept full and proper books of record and accounts, in which full, true and proper entries will be made of all dealings, business and affairs of the City, which relate to the Trust Estate and the Bonds. (b) The Trustee shall have no responsibility with respect to the financial and other information received by it pursuant to this Section 13.3 except to receive and retain same, subject to the Trustee's document retention policies, and to distribute the same in accordance with the provisions of this Indenture. ARTICLE XIV PAYMENT AND CANCELLATION OF THE BONDS AND SATISFACTION OF THE INDENTURE Section 14.1. Trust Irrevocable. The trust created by the terms and provisions of this Indenture is irrevocable until the Bonds secured hereby are fully paid or provision is made for their payment as provided in this Article. Section 14.2. Satisfaction of Indenture. If the City shall pay or cause to be paid, or there shall otherwise be paid to the Owners, principal of and interest on all of the Bonds, at the times and in the manner stipulated in this Indenture, and all amounts due and owing with respect to the Bonds have been paid or provided for, then the pledge of the Trust Estate and all covenants, agreements, and other obligations of W. the City to the Owners of such Bonds, shall thereupon cease, terminate, and become void and be discharged and satisfied. In such event, the Trustee shall execute and deliver to the City copies of all such documents as it may have evidencing that principal of and interest on all of the Bonds has been paid so that the City may determine if this Indenture is satisfied; if so, the Trustee shall pay over or deliver all moneys held by it in the Funds and Accounts held hereunder to the Person entitled to receive such amounts, or, if no Person is entitled to receive such amounts, then to the City. Section 14.3. Bonds Deemed Paid. (a) Any Outstanding Bonds shall, prior to the Stated Maturity or redemption date thereof, be deemed to have been paid and no longer Outstanding within the meaning of this Indenture (a "Defeased Debt"), and particularly this Article XIV, when payment of the principal of, premium, if any, on such Defeased Debt, plus interest thereon to the due date thereof (whether such due date be by reason of maturity, redemption, or otherwise), either (1) shall have been made in accordance with the terms thereof, or (2) shall have been provided by irrevocably depositing with the Trustee, in trust, and irrevocably set aside exclusively for such payment, (A) money sufficient to make such payment or (B) Defeasance Securities that mature as to principal and interest in such amount and at such times as will insure the availability, without reinvestment, of sufficient money to make such payment, and all necessary and proper fees, compensation, and expenses of the Trustee pertaining to the Bonds with respect to which such deposit is made shall have been paid or the payment thereof provided for to the satisfaction of the Trustee. Neither Defeasance Securities nor moneys deposited with the Trustee pursuant to this Section nor principal or interest payments on any such Defeasance Securities shall be withdrawn or used for any purpose other than, and shall be held in trust for, the payment of the principal of and interest on the Bonds and shall not be part of the Trust Estate. Any cash received from such principal of and interest on such Defeasance Securities deposited with the Trustee, if not then needed for such purpose, shall be reinvested in Defeasance Securities as directed by the City maturing at times and in amounts sufficient to pay when due the principal of and interest on the Bonds on and prior to such redemption date or maturity date thereof, as the case may be. Any payment for Defeasance Securities purchased for the purpose of reinvesting cash as aforesaid shall be made only against delivery of such Defeasance Securities. (b) Any determination not to redeem Defeased Debt that is made in conjunction with the payment arrangements specified in Sections 14.3(a)(1) or 14.3(a)(2) shall not be irrevocable, provided that: (1) in the proceedings providing for such defeasance, the City expressly reserves the right to call the Defeased Debt for redemption; (2) the City gives notice of the reservation of that right to the Owners of the Defeased Debt immediately following the defeasance; (3) the City directs that notice of the reservation be included in any defeasance or redemption notices that it authorizes; and (4) at or prior to the time of the redemption, the City satisfies the conditions of clause (a) of this Section 14.3 with respect to such Defeased Debt as though it was being defeased at the time of the exercise of the option to redeem the Defeased Debt, after taking the redemption into account in determining the sufficiency of the provisions made for the payment of the Defeased Debt. (c) Until all Defeased Debt shall have become due and payable, the Trustee and the Paying Agent/Registrar each shall perform the services of Trustee and Paying Agent/Registrar for such Defeased Debt the same as if they had not been defeased, and the City shall make proper arrangements to provide and pay for such services as required by this Indenture. 67 ARTICLE XV MISCELLANEOUS Section 15.1. Benefits of Indenture Limited to Parties. Nothing in this Indenture, expressed or implied, is intended to give to any Person other than the City, the Trustee and the Owners, any right, remedy, or claim under or by reason of this Indenture. Any covenants, stipulations, promises or agreements in this Indenture by and on behalf of the City shall be for the sole and exclusive benefit of the Owners and the Trustee. This Indenture and the exhibits hereto set forth the entire agreement and understanding of the parties related to this transaction and supersedes all prior agreements and understandings, oral or written. Section 15.2. Successor is Deemed Included in All References to Predecessor. Whenever in this Indenture or any Supplemental Indenture either the City or the Trustee is named or referred to, such reference shall be deemed to include the successors or assigns thereof, and all the covenants and agreements in this Indenture contained by or on behalf of the City or the Trustee shall bind and inure to the benefit of the respective successors and assigns thereof whether so expressed or not. Section 15.3. Execution of Documents and Proof of Ownership by Owners. (a) Any request, declaration, or other instrument which this Indenture may require or permit to be executed by Owners may be in one or more instruments of similar tenor, and shall be executed by Owners in person or by their attorneys duly appointed in writing. (b) Except as otherwise expressly provided herein, the fact and date of the execution by any Owner or his attorney of such request, declaration, or other instrument, or of such writing appointing such attorney, may be proved by the certificate of any notary public or other officer authorized to take acknowledgments of deeds to be recorded in the state in which he purports to act, that the Person signing such request, declaration, or other instrument or writing acknowledged to him the execution thereof, or by an affidavit of a witness of such execution, duly sworn to before such notary public or other officer. (c) Except as otherwise herein expressly provided, the ownership of registered Bonds and the amount, maturity, number, and date of holding the same shall be proved by the Register. (d) Any request, declaration or other instrument or writing of the Owner of any Bond shall bind all future Owners of such Bond in respect of anything done or suffered to be done by the City or the Trustee in good faith and in accordance therewith. Section 15.4. No Waiver of Personal Liability. No member, officer, agent, or employee of the City shall be individually or personally liable for the payment of the principal of, or interest or any premium on, the Bonds; but nothing 68 herein contained shall relieve any such member, officer, agent, or employee from the performance of any official duty provided by law. Section 15.5. Notices to and Demands on City and Trustee. (a) Except as otherwise expressly provided herein, all notices or other instruments required or permitted under this Indenture shall be in writing and shall be faxed, delivered by hand, or mailed by first class mail, postage prepaid, and addressed as follows: If to the City City of Anna, Texas 120 W. 7th St. Anna, Texas 75409 Attn: Director of Finance Telephone: (972) 924-3325 If to the Trustee, initially also acting in Regions Bank the capacity of Paying Agent/Registrar 3773 Richmond Avenue, Suite 1100 Houston, Texas 77046 Attn: Corporate Trust Services Telephone: (713) 244-8042 (b) Any such notice, demand, or request may also be transmitted to the appropriate party by telegram or telephone and shall be deemed to be properly given or made at the time of such transmission if, and only if, such transmission of notice shall be confirmed in writing and sent as specified above. (c) Any of such addresses may be changed at any time upon written notice of such change given to the other party by the party effecting the change. Notices and consents given by mail in accordance with this Section shall be deemed to have been given five Business Days after the date of dispatch; notices and consents given by any other means shall be deemed to have been given when received. (d) The Trustee shall mail to each Owner of a Bond notice of the redemption or defeasance of all Bonds Outstanding. Section 15.6. Partial Invalidity. If any Section, paragraph, sentence, clause, or phrase of this Indenture shall for any reason be held illegal or unenforceable, such holding shall not affect the validity of the remaining portions of this Indenture. The City hereby declares that it would have adopted this Indenture and each and every other Section, paragraph, sentence, clause, or phrase hereof and authorized the issue of the Bonds pursuant thereto irrespective of the fact that anyone or more Sections, paragraphs, sentences, clauses, or phrases of this Indenture may be held illegal, invalid, or unenforceable. Section 15.7. Applicable Laws. We This Indenture shall be governed by and enforced in accordance with the laws of the State applicable to contracts made and performed in the State. Venue and exclusive jurisdiction for any action to enforce or construe this Indenture shall be a state court of competent jurisdiction in Collin County, Texas or any federal court with diversity jurisdiction. Section 15.8. Payment on Business Day. In any case where the date of the maturity of interest or of principal (and premium, if any) of the Bonds or the date fixed for redemption of any Bonds or the date any action is to be taken pursuant to this Indenture is other than a Business Day, the payment of interest or principal (and premium, if any) or the action need not be made on such date but may be made on the next succeeding day that is a Business Day with the same force and effect as if made on the date required and no interest shall accrue for the period from and after such date. Section 15.9. Reimbursement Agreement Amendments and Supplements. The City and the Developer may amend and supplement the Reimbursement Agreement from time to time without the consent or approval of the Owners or the Trustee. Section 15.10. Counterparts. This Indenture may be executed in counterparts, each of which shall be deemed an original. Section 15.11. Texas Government Code Verifications. (a) The Trustee represents that, neither the Trustee, nor any parent company, wholly - or majority -owned subsidiaries or affiliates of the same, if any, are companies identified on a list prepared and maintained by the Texas Comptroller of Public Accounts under Section 2252.153 or Section 2270.0201, Texas Government Code, and posted on the following page of such officer's internet website: https:Hcomptrol ler.texas.gov/purchasing/publications/divestment.php The foregoing representation is made solely to comply with Section 2252.152, Texas Government Code, and to the extent such Section does not contravene applicable Federal law and excludes the Trustee and each parent company, wholly- or majority -owned subsidiaries, and other affiliates of the same, if any, that the United States government has affirmatively declared to be excluded from its federal sanctions regime relating to Sudan or Iran or any federal sanctions regime relating to a foreign terrorist organization. The Trustee understands "affiliate" to mean any entity that controls, is controlled by, or is under common control with the Trustee and exists to make a profit. (b) The Trustee hereby verify that the Trustee and any parent company, wholly- or majority -owned subsidiaries, and other affiliates, if any, do not boycott Israel and; to the extent this Indenture is a contract for goods or services, will not boycott Israel during the term of this Contract. The foregoing verification is made solely to comply with Section 2271.002, Texas Government Code, and to the extent such Section does not contravene applicable State or Federal law. As used in the foregoing verification, "boycott Israel" means refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations specifically with Israel, or with a person 70 or entity doing business in Israel or in an Israeli -controlled territory, but does not include an action made for ordinary business purposes. (c) The Trustee hereby verifies that it and any parent company, wholly- or majority - owned subsidiaries, and other affiliates, if any, do not boycott energy companies and, to the extent this Indenture is a contract for goods or services, will not boycott energy companies during the term of this Indenture. The foregoing verification is made solely to enable the City to comply with Section 2274.002, Texas Government Code, as added by Senate Bill 13 in the Regular Session of the 87th Legislature of Texas, and to the extent such Section does not contravene applicable Federal law. As used in the foregoing verification, "boycott energy company" means (without an ordinary business purpose) refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations with a company because the company either (i) engages in the exploration, production, utilization, transportation, sale, or manufacturing of fossil fuel -based energy and does not commit or pledge to meet environmental standards beyond applicable federal and state law or (ii) does business with such a company. (d) The Trustee hereby verifies that it and any parent company, wholly- or majority - owned subsidiaries, and other affiliates, if any, do not discriminate against a firearm entity or firearm trade association and, to the extent this Indenture is a contract for goods or services, will not discriminate against a firearm entity or firearm trade association during the term of this Indenture. The foregoing verification is made solely to enable the City to comply with Section 2274.002, Texas Government Code, and to the extent such Section does not contravene applicable Federal law. As used in the foregoing verification, (a) `discriminate against a firearm entity or firearm trade association' means to refuse to engage in the trade of any goods or services, or to refrain from continuing or terminate an existing business relationship, with the firearm entity or firearm trade association based solely on its status as a firearm entity or firearm trade association, but does not include any such action taken (i) to comply with federal, state, or local law, policy, or regulations or a directive by a regulatory agency or (ii) for a traditional business reason that is specific to the firearm entity or firearm trade association and not based solely on its status as a firearm entity or firearm trade association, (b) `firearm entity' means a manufacturer, distributor, wholesaler, supplier, or retailer of firearms, firearm accessories (i.e., devices specifically designed or adapted to enable an individual to wear, carry, store, or mount a firearm on the individual or on a conveyance and items used in conjunction with or mounted on a firearm that are not essential to the basic function of the firearm, including detachable firearm magazines), or ammunition (i.e., a loaded cartridge case, primer, bullet, or propellant powder with or without a projectile) or a sport shooting range (as defined by Section 250.001, Texas Local Government Code), and (c) `firearm trade association' means a person, corporation, unincorporated association, federation, business league, or business organization that (i) is not organized or operated for profit (and none of the net earnings of which inures to the benefit of any private shareholder or individual), (ii) has two or more firearm entities as members, and (iii) is exempt from federal income taxation under Section 501(a), Internal Revenue Code of 1986, as an organization described by Section 501(c) of that code. As used in subsections (a) through (d) above, the Trustee understands "affiliate" to mean an entity that controls, is controlled by, or is under common control with the Trustee within the meaning of SEC Rule 133(f), 17 C.F.R. § 230.133(f), and exists to make a profit. 71 (e) The Trustee represents that it has, or will have prior to the date of delivery of the Bonds, on file with the Texas Attorney General a standing letter addressing the representations and verifications in subsections (a) through (d) above in a form acceptable to the Texas Attorney General. In addition, if the Trustee has received notice from the Texas Comptroller of Public Accounts that the Trustee or its affiliate may appear on the State of Texas' list of financial companies that boycott energy companies, the Trustee agrees to provide to the City or Bond Counsel, two business days prior to the delivery date for the Bonds, written verification to the effect that the applicable standing letter remains in effect and may be relied upon by the City and the Texas Attorney General. The written verification will also confirm that the Trustee (or its affiliate which received the letter from the Comptroller) intends to timely respond to the Comptroller's request. Such written verification may be in the form of an e-mail. [Remainder of page left blank intentionally] 72 IN WITNESS WHEREOF, the City and the Trustee have caused this Indenture of Trust to be executed as of the date hereof. Attest: Carrie L. Land, City Secretary City of Anna, Texas (CITY SEAL) CITY OF ANNA, TEXAS LN Nate Pike, Mayor City of Anna, Texas City Signature Page to Indenture of Trust REGIONS BANK, as Trustee m Authorized Officer Trustee Signature Page to Indenture of Trust - flII: _ _ Vol BOND PURCHASE AGREEMENT E $7,4199000 CITY OF ANNA, TEXAS, SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2023 (THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT IMPROVEMENT AREA #1 PROJECT) BOND PURCHASE AGREEMENT September 12, 2023 City of Anna, Texas 120 W. 71h Street Anna, Texas 75409 Ladies and Gentlemen: The undersigned, FMSbonds, Inc. (the "Underwriter"), offers to enter into this Bond Purchase Agreement (this "Agreement") with the City of Anna, Texas (the "City"), which will be binding upon the City and the Underwriter upon the acceptance of this Agreement by the City. This offer is made subject to its acceptance by the City by execution of this Agreement and its delivery to the Underwriter on or before 10:00 p.m., Central Time, on the date (hereof and, if not so accepted, will be subject to withdrawal by the Underwriter upon written notice delivered to the City at any time prior to the acceptance hereof by the City. All capitalized terms not otherwise defined herein shall have the meanings given to such terms in the Indenture (as defined herein) between the City and Regions Bank, as trustee (the "Trustee'), authorizing the issuance of the Bonds (as defined herein), and in the Limited Offering Memorandum (as defined herein). 1. Purchase and Sale of Bonds. Upon the terms and conditions and upon the basis of representations, warranties, and agreements hereinafter set forth, the Underwriter hereby agrees to purchase from the City, and the City hereby agrees to sell to the Underwriter, all (but not less than all) of the $7,419,000 aggregate principal amount of the "City of Anna, Texas, Special Assessment Revenue Bonds, Series 2023 (The Woods at Lindsey Place Public Improvement District Improvement Area #1 Project)" (the "Bonds"), at a purchase price of $7,144,997.36 (representing the aggregate principal amount of the Bonds, less an original issue discount of $51,432.64, less an Underwriter's discount of $222,570.00) and no accrued interest. Inasmuch as this purchase and sale represents a negotiated transaction, the City understands, and hereby confirms, that the Underwriter is not acting as a municipal advisor or fiduciary of the City (including, without limitation, a "municipal advisor" (as such term is defined in Section 975(e) of the Dodd Frank Wall Street Reform and Consumer Protection Act)), but rather is acting solely in its capacity as Underwriter for its own account. The City acknowledges and agrees that (i) the purchase and sale of the Bonds pursuant to this Agreement 4154-9297-3897.5 is an arm's length commercial transaction between the City and the Underwriter, (ii) in connection with the discussions, undertakings, and procedures leading up to the consummation of this transaction, the Underwriter is and has been acting solely as a principal and is not acting as the agent, municipal advisor, financial advisor, or fiduciary of the City, (iii) the Underwriter has not assumed an advisory or fiduciary responsibility in favor of the City with respect to the offering described herein or the discussions, undertakings, and procedures leading thereto (regardless of whether the Underwriter has provided other services or is currently providing other services to the City on other matters) and the Underwriter has no obligation to the City with respect to the offering described herein except the obligations expressly set forth in this Agreement, (iv) the City has consulted its own legal, financial and other advisors to the extent it has deemed appropriate, (v) the Underwriter has financial and other interests that differ from those of the City, and (vi) the Underwriter has provided to the City prior disclosures under Rule G-17 of the Municipal Securities Rulemaking Board ("MSRB"), which have been received by the City. The City further acknowledges and agrees that following the issuance and delivery of the Bonds, the Underwriter has indicated that it may have periodic discussions with the City regarding the expenditure of Bond proceeds and the construction of the Improvement Area # Improvements financed with proceeds of the Bonds and, in connection with such discussions, the Underwriter shall be acting solely as a principal and will not be acting as the agent or fiduciary of, and will not be assuming an advisory or fiduciary responsibility in favor of, the City. The Bonds shall be dated the Closing Date (defined below) and shall have the maturities and redemption features, if any, and bear interest at the rates per annum shown on Schedule I hereto. Payment for and delivery of the Bonds, and the other actions described herein, shall take place on October 10, 2023 (or such other date as may be agreed to by the City and the Underwriter) (the "Closing Date"). 2. Authorization Instruments and Law. The Bonds were authorized by an ordinance enacted by the City Council of the City (the "City Council") on September 12, 2023 (the "Bond Ordinance") and shall be issued pursuant to the provisions of the Public Improvement District Assessment Act, Subchapter A of Chapter 372, Texas Local Government Code, as amended (the "Act"), and an Indenture of Trust dated as of September 15, 2023 (the "Indenture") entered into by and between the City and the Trustee authorizing the issuance of the Bonds. The Bonds shall be substantially in the form described in, and shall be secured under the provisions of, the Indenture. The Bonds and interest thereon shall be secured by the Trust Estate, consisting primarily of Assessments levied on the Assessed Property within Improvement Area # 1 of The Woods at Lindsey Place Public Improvement District (the "District"). The District was established by a resolution (the "Creation Resolution"), adopted by the City Council on February 14, 2023, in accordance with the Act. The Assessments were levied in accordance with a Service and Assessment Plan approved pursuant to an ordinance (the "Assessment Ordinance") adopted March 14, 2023 (as such Service and Assessment Plan has been amended and updated, including to reflect the issuance of the Bonds, the "Service and Assessment Plan"). The Assessment Ordinance, the Creation Resolution, the Indenture, and the Bond Ordinance, are collectively referred to herein as the "Authorizing Documents." The Bonds shall be further secured by certain applicable funds and accounts created pursuant to the Indenture. 2 4154-9297-3897.5 The Bonds shall be as described in Schedule I attached hereto, the Indenture, and the Limited Offering Memorandum. The proceeds of the Bonds shall be used to provide funds for (1) paying a portion of the costs of the Improvement Area 41 Projects, (2) funding a reserve fund for the payment of principal of and interest on the Bonds, (3) paying a portion of the costs incidental to the organization of the District, and (4) paying the costs of issuance of the Bonds. 3. Public Offering. The Underwriter agrees to make a bona fide limited public offering of all of the Bonds in accordance with Section 4 hereof to no more than thirty-five (35) persons that qualify as "Accredited Investors" (as defined in Rule 501 of Regulation D under the Securities Act of 1933, as amended and then in effect (the "Securities Act") or "Qualified Institutional Buyers" (as defined in Rule 144A under the Securities Act). On or before the third (31d) business day prior to the Closing Date, the Underwriter shall execute and deliver to Bond Counsel (as defined herein) the Issue Price Certificate (as defined herein), in substantially the form attached hereto as Appendix B. 4. Establishment of Issue Price. Notwithstanding any provision of this Agreement to the contrary, the following provisions related to the establishment of the issue price of the Bonds apply: (a) Definitions. For purposes of this Section 4, the following definitions apply: (i) "Public" means any person (including an individual, trust, estate, partnership, association, company, or corporation) other than an Underwriter or a Related Party to an Underwriter. (ii) "Related Party" means any two or more persons who are subject, directly or indirectly, to (A) more than 50% common ownership of the voting power or the total value of their stock, if both entities are corporations (including direct ownership by one corporation of another), (B) more than 50% common ownership of their capital interests or profits interests, if both entities are partnerships (including direct ownership by one partnership of another), or (C) more than 50% common ownership of the value of the outstanding stock of the corporation or the capital interests or profits interests of the partnership, as applicable, if one entity is a corporation and the other entity is a partnership (including direct ownership of the applicable stock or interests by' one entity of the other). (iii) "Sale Date" means the date of execution of this Agreement by all parties. (iv) "Underwriter" means (A) any person that agrees pursuant to a written contract with the City to participate in the initial sale of the Bonds to the Public and (B) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (A) to participate in the initial sale of the Bonds to the Public (including a member of a selling group or a party to a 3 4154-9297-3897.5 retail distribution agreement participating in the initial sale of the Bonds to the Public). (b) Issue Price Certificate. The Underwriter agrees to assist the City in establishing the issue price of the Bonds and to execute and deliver to the City at Closing an "issue price" or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Appendix B, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the City and Bond Counsel, to accurately reflect, as applicable, the initial offering price (the "Initial Offering Price") or prices to the Public of the Bonds. (d) Substantial Amount Test. Other than those maturities of the Bonds which are designated by the Underwriter in writing in Appendix B (the "Hold -the -Price Maturities"), the City will treat the first price at which at least ten percent (a "Substantial Amount") in principal amount of each maturity of the Bonds is sold to the Public as of the Sale Date (the "Substantial Amount Test") as the issue price of that maturity (or each separate CUSIP number within that maturity). At or promptly after the execution of this Agreement, the Underwriter will report to the City the price or prices at which the Underwriters have offered and sold to the Public each maturity of the Bonds. If at that time the Substantial Amount Test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the City the prices at which the Bonds have been sold by the Underwriter to the Public. That reporting obligation will continue, whether or not the Closing Date has occurred, until the Substantial Amount Test has been satisfied as to the Bonds of that maturity or until all Bonds of that maturity have been sold to the Public. (e) Hold -The -Price Restriction. The Underwriter agrees that it will neither offer nor sell any of the Hold -the -Price Maturities to any person at a price that is higher than the applicable Initial Offering Price for such maturity during the period starting on the Sale Date and ending on the earlier of (i) the close of the fifth business day after the Sale Date, or (ii) the date on which the Underwriter has sold a Substantial Amount of such a Maturity to the Public at a price that is no higher than the Initial Offering Price of such Maturity (the "Hold -the -Price Restriction"). The Underwriter shall promptly advise the City when the Underwriter has sold a Substantial Amount of each such Hold -The -Price Maturity to the Public at a price that is no higher than the applicable Initial Offering Price of such Hold -The -Price Maturity, if that occurs prior to the close of the fifth business day after the Sale Date. The City acknowledges that, in making the representation set forth in this subparagraph, the Underwriter will rely on (A) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the Hold -The -Price - Restriction, if applicable, as set forth in a selling group agreement and the related pricing wires, and (B) in the event that a retail distribution agreement was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker- 4 4154-9297-3897.5 dealer that is a party to such agreement to comply with the Hold -The -Price -Restriction, if applicable, as set forth in the third -party distribution agreement and the related pricing wires. The City further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker -dealer that is a party to a retail distribution agreement, to comply with its corresponding agreement regarding the Hold -The -Price -Restriction as applicable to the Bonds. (f) Selling Group and Retail Distribution Agreements. The Underwriter confirms that any selling group agreement and each retail distribution agreement to which the Underwriter is a party relating to the initial sale of the Bonds to the Public, together with related pricing wires, contains or will contain language obligating each dealer who is a member of any selling group and each broker -dealer that is a party to any such retail distribution agreement, as applicable, to (A) report the prices at which it sells to the Public the unsold Bonds of each maturity allocated to it until it is notified by the Underwriter that either the Substantial Amount Test has been satisfied as to the Bonds of that maturity or all Bonds if that maturity have been sold to the Public, (B) comply with the Hold -the -Price Restriction, if applicable, in each case if and for so long ias directed by the Underwriter and as set forth in the relating pricing wires, and (C) acknowledge that, unless otherwise advised by the Underwriter, the Underwriter will assume! that based on such agreement each order submitted by the dealer or broker -dealer is ' a sale to the Public; and (g) Sale to Related Party not a Sale to the Public. The Underwriter acknowledges that sales of any Bonds to any person that is a Related, Party to the Underwriter do not constitute sales to the Public for purposes of this Section. 5. Limited Offering Memorandum. a. Delivery of Limited Offering Memorandum. The City previously has delivered, or caused to be delivered, to the Underwriter the Preliminary Limited Offering Memorandum for the Bonds dated August 29, 2023, (the "Preliminary Limited Offering Memorandum"), in a "designated electronic format," as defined in the MSRB Rule G-32 ("Rule G-32"). The City will prepare, or cause to be prepared, a final Limited Offering Memorandum relating to the Bonds (as more particularly defined below,, the "Limited Offering Memorandum") which will be (i) dated the date of this Agreement, (ii) complete within the meaning of the United States Securities and Exchange Commission's Rule 15c2-12, as amended ("Rule 15c2-12"), (iii) in a "designated electronic format," and (iv) substantially in the form of the most recent version of the Preliminary Limited Offering Memorandum provided to the Underwriter before the execution hereof, except for the inclusion of the information permitted to be excluded from the Preliminary Limited Offering Memorandum by Section (b)(1) of Rule 15c2-12. ! The Limited Offering Memorandum, including the cover page thereto, all exhibits, schedules, appendices, maps, charts, pictures, diagrams, reports, and statements included or incorporated therein or attached thereto, and all amendments and supplements thereto that may be authorized for use with respect to the Bonds are collectively referred to herein as the "Limited Offering Memorandum." Until the Limited Offering Memorandum has been prepared and is available for distribution, the City shall provide to the Underwriter, upon 5 4154-9297-3897.5 request, sufficient quantities (which may be in electronic format) of the Preliminary Limited Offering Memorandum as the Underwriter reasonably deems necessary to satisfy the obligation of the Underwriter under Rule 15c2-12 with respect to distribution to each potential customer. b. Preliminary Limited Offering Memorandum Deemed Final. The Preliminary Limited Offering Memorandum has been prepared for use by the Underwriter in connection with the public offering, sale, and distribution of the Bonds. The City hereby represents and warrants that the Preliminary Limited Offering Memorandum has been deemed final by the City as of its date, except for the omission of such information which is dependent upon the final pricing of the Bonds for completion, all as permitted to be excluded by Section (b)(1) of Rule 15c2-12. C. Use of Limited Offering Memorandum in Offering and Sale. The City hereby authorizes the Limited Offering Memorandum and the information therein contained to be used by the Underwriter in connection with the public offering and the sale of the Bonds. The City consents to the use by the Underwriter prior to the date hereof of the Preliminary Limited Offering Memorandum in connection with the public offering of the Bonds. The City shall provide, or cause to be provided, to the Underwriter as soon as practicable after the date of the City's acceptance of this Agreement (but, in any event, not later than the earlier of the Closing Date or seven (7) business days after the City's acceptance of this Agreement) copies of the Limited Offering Memorandum which is complete as of the date of its delivery to the Underwriter. The City shall provide the Limited Offering Memorandum, or cause the Limited Offering Memorandum to be provided, (i) in a "designated electronic format" consistent with the requirements of Rule G-32, and (ii) in a printed format in such quantity as the Underwriter shall reasonably request in order for the Underwriter to comply with Section (b)(4) of Rule 15c2-12 and the rules of the MSRB. d. Updating of Limited Offering Memorandum. If, after the date of this Agreement, up to and including the date the Underwriter is no longer required to provide a Limited Offering Memorandum to potential customers who request the same pursuant to Rule 15c2-12 (the earlier of (i) ninety (90) days from the "end of the underwriting period" (as defined in Rule 15c2-12) and (ii) the time when the Limited Offering Memorandum is available to any person from the MSRB, but in no case less than the twenty-fifth (251') day after the "end of the underwriting period" for the Bonds), the City becomes aware of any fact or event which might or would cause the Limited Offering Memorandum, as then supplemented or amended, to contain any untrue statement of a material fact or to omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary to amend or supplement the Limited Offering Memorandum to comply with law, the City will notify the Underwriter promptly (and for the purposes of this clause provide the Underwriter with such information as it may from time to time reasonably request), and if, in the reasonable judgment of the Underwriter, such fact or event requires preparation and publication of a supplement or amendment to the Limited Offering Memorandum, the City will forthwith prepare and furnish, at no expense to the Underwriter (in a form and manner approved by the Underwriter), either 6 4154-9297-3897.5 an amendment or a supplement to the Limited Offering Memorandum so that the statements therein as so amended and supplemented will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading or so that the Limited Offering Memorandum will comply with law; provided, however, that for all purposes of this Agreement and any certificate delivered by the City in accordance herewith, the City makes no representations with respect to the following information (collectively, the "Non -City Disclosures") (i) the descriptions in the Preliminary Limited Offering Memorandum or the Limited Offering Memorandum of The Depository Trust Company, New York, New York ("DTC"), or its book -entry -only system, and (ii) the information in the Preliminary Limited Offering Memorandum or the Limited Offering Memorandum in any maps included therein or under the captions and subcaptions "PLAN OF FINANCE" (except for the subcaption "— The Bonds"), "LIMITATIONS APPLICABLE TO INITIAL PURCHASERS," "BOOK - ENTRY ONLY SYSTEM," "THE IMPROVEMENT AREA #1 PROJECTS," "THE DEVELOPMENT," "THE DEVELOPER," "THE ADMINISTRATOR," "APPRAISAL," `BONDHOLDERS' RISKS" (only as it pertains to the Developer, the Improvement Area #1 Projects, and the Development (as defined in the Limited Offering Memorandum)), "LEGAL MATTERS — Litigation — The Developer," "CONTINUING DISCLOSURE — The Developer" and "— The Developer's Compliance with Prior Undertakings," "INFORMATION RELATING TO THE TRUSTEE," "APPENDIX E- 21" and "APPRAISAL." If such notification shall be subsequent to the Closing (as defined herein), the City, at no expense to the Underwriter, shall furnish such legal opinions, certificates, instruments, and other documents as the Underwriter may reasonably deem necessary to evidence the truth and accuracy of such supplement or amendment to the Limited Offering Memorandum. The City shall provide any such amendment or supplement, or cause any such amendment or supplement to be provided, (i) in a "designated electronic format" consistent with the requirements of Rule G-32 and (ii) in a printed format in such quantity as the Underwriter shall reasonably request in order for the Underwriter to comply with Section (b)(4) of Rule 15c2-12 and the rules of the MSRB. e. Filing with MSRB. The Underwriter hereby agrees to timely file the Limited Offering Memorandum with the MSRB through its Electronic Municipal Market Access ("EMMA") system within one (1) business day after receipt but no later than the Closing Date. Unless otherwise notified in writing by the Underwriter, the City can assume that the "end of the underwriting period" for purposes of Rule 15c2-12 is the Closing Date. f. Limited Offering. The Underwriter hereby represents, warrants, and covenants that the Bonds were initially sold pursuant to a limited offering. The Bonds were sold to not more than thirty-five (35) persons that qualify as "Accredited Investors" (as defined in Rule 501 of Regulation D under the Securities Act) or "Qualified Institutional Buyers" (as defined in Rule 144A under the Securities Act). 6. City Representations, Warranties and Covenants. The City represents, warrants, and covenants that: 7 4154-9297-3897.5 a. Due Organization, Existence and Authority. The City is a political subdivision of the State of Texas (the "State"), and has, and at the Closing Date will have, full legal right, power, and authority: (i) to enter into and perform its duties and obligations under: (1) this Agreement; (2) the Indenture; (3) the Improvement Area # 1 Funding and Reimbursement Agreement The Woods at Lindsey Place Public Improvement District, effective as of March 14, 2023 (the "Reimbursement Agreement"), executed and delivered by the City and D.R. Horton — Texas, Ltd., a Texas limited partnership (the "Developer"); (4) the Development Agreement, effective as of November 10, 2020, executed and delivered by the City and the LHJH Properties, Ltd., as assigned to the Developer, and as amended by The Woods at Lindsey Place Subdivision Improvement Agreement, executed and delivered by the City and the Developer, effective January 12, 2021, and as further amended by the First Amendment to Development Agreement and to The Woods at Lindsey Place Subdivision and Improvement Agreement, executed and delivered by the City and the Developer, effective January 24, 2023 (collectively, the "Development Agreement"); and (5) the Continuing Disclosure Agreement of Issuer with respect to the Bonds, dated as of October 1, 2023 (the "Continuing Disclosure Agreement of Issuer"), executed and delivered by the City, P3Works, LLC (the "PID Administrator"), and Regions Bank, as dissemination agent (the "Dissemination Agent"); (ii) to issue, sell, and deliver the Bonds to the Underwriter as provided herein; and (iii) to carry out and consummate the transactions on its part described in (1) the Authorizing Documents, (2) this Agreement, (3) the Reimbursement Agreement, (4) the Development Agreement, (5) the Continuing Disclosure Agreement of Issuer, (6) the Limited Offering Memorandum, and (7) any other documents and certificates described in any of the foregoing (the documents described by subclauses (1) through (7) being referred to collectively herein as the "City Documents"). b. Due Authorization and Approval of City. By all necessary official action of the City, the City has duly authorized and approved the adoption or execution and delivery by the City of, and the performance by the City of the obligations on its part contained in, the City Documents and, as of the date hereof, such authorizations and approvals are in full force and effect and have not been amended, modified, or rescinded, 8 4154-9297-3897.5 except as may have been approved by the Underwriter. When validly executed and delivered by the other parties thereto, the City Documents will constitute the legally valid and binding obligations of the City enforceable upon the City in accordance with their respective terms, except insofar as enforcement may be limited by principles of sovereign immunity, bankruptcy, insolvency, reorganization, moratorium, or similar laws or equitable principles relating to or affecting creditors' rights generally. The City has complied, and will at the Closing be in compliance, in all material respects, with the obligations on its part to be performed on or prior to the Closing Date under the City Documents. C. Due Authorization for Issuance of the Bonds. The City has duly authorized the issuance and sale of the Bonds pursuant to the Bond Ordinance, the Indenture, and the Act. The City has, and at the Closing will have, full legal right, power and authority (i) to enter into, execute, deliver, and perform its obligations under this Agreement and the other City Documents, (ii) to issue, sell and deliver the Bonds to the Underwriter pursuant to the Indenture, the Bond Ordinance, the Act, and as provided herein, and (iii) to carry out, give effect to and consummate the transactions on the part of the City described by the Bond Ordinance and the other City Documents. d. No Breach or Default. As of the time of acceptance hereof, and to its knowledge, the City is not, and as of the Closing Date the City will not be, in breach of or in default in any material respect under any applicable constitutional provision, law or administrative rule or regulation of the State or the United States, or any applicable judgment or decree or any trust agreement, loan agreement, bond, note, resolution, ordinance, agreement or other instrument related to the Bonds and to which the City is a party or is otherwise subject, and no event has occurred and is continuing which, with the passage of time or the giving of notice, or both, would constitute a default or event of default under any such instrument which breach, default or event could have a material adverse effect on the City's ability to perform its obligations under the Bonds or the City Documents; and, as of such times, the authorization, execution and delivery of the Bonds and the City Documents and compliance by the City with obligations oW its part to be performed in each of such agreements or instruments does not and will not conflict with or constitute a breach of or default under any applicable constitutional provision, law or administrative rule or regulation of the State or the United States, or any applicable judgment, decree, license, permit, trust agreement, loan agreement,' bond, note, resolution, ordinance, agreement or other instrument to which the City (or any of its officers in their respective capacities as such) is subject, or by which it or any of its properties are bound, nor will any such authorization, execution, delivery or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of its assets or properties or under the terms of any such law, regulation or instrument, except as may be permitted by the City Documents. e. No Litigation. At the time of acceptance hereof there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, government agency, public board or body (collectively and individually, an "Action") pending against the City with respect to which the City has been served with process, nor 9 4154-9297-3897.5 to the knowledge of the City is any Action threatened against the City, in which any such Action (i) in any way questions the existence of the City or the rights of the members of the City Council to hold their respective positions, (ii) in any way questions the formation or existence of the District, (iii) affects, contests or seeks to prohibit, restrain or enjoin the issuance or delivery of any of the Bonds, or the payment or collection of any amounts pledged or to be pledged to pay the principal of and interest on the Bonds, or in any way contests or affects the validity of the City Documents or the consummation of the transactions on the part of the City described therein, or contests the exclusion of the interest on the Bonds from federal income taxation, or (iv) which may result in any material adverse change in the financial condition of the City; and, as of the time of acceptance hereof, to the City's knowledge, there is no basis for any action, suit, proceeding, inquiry, or investigation of the nature described in clauses (i) through (iv) of this sentence. f. Bonds Issued Pursuant to Indenture. The City represents that the Bonds, when issued, executed, and delivered in accordance with the Indenture and sold to the Underwriter as provided herein, will be validly issued and outstanding obligations of the City subject to the terms of the Indenture, entitled to the benefits of the Indenture and the security of the pledge of the proceeds of the levy of the Assessments received by the City, all to the extent provided for in the Indenture. The Indenture creates a valid pledge of certain revenues and the monies in certain funds and accounts established pursuant to the Indenture to the extent provided for in the Indenture, including the investments thereof, subject in all cases to the provisions of the Indenture permitting the application thereof for the purposes and on the terms and conditions set forth therein. g. Assessments. The Assessments constituting the security for the Bonds have been levied by the City in accordance with the Assessment Ordinance and the Act on those parcels of land identified in the Improvement Area #1 Assessment Roll (as defined in the Service and Assessment Plan). According to the Act, such Assessments constitute a valid and legally binding first and prior lien against the properties assessed, superior to all other liens and claims, except liens or claims for state, county, school district, or municipality ad valorem taxes. h. Consents and Approvals. All authorizations, approvals, licenses, permits, consents, elections, and orders of or filings with any governmental authority, legislative body, board, agency, or commission having jurisdiction in the matters which are required by the Closing Date for the due authorization of, which would constitute a condition precedent to or the absence of which would adversely affect the due performance by the City of, its obligations in connection with the City Documents have been duly obtained or made and are in full force and effect, except the approval of the Bonds by the Attorney General of the State, registration of the Bonds by the Comptroller of Public Accounts of the State, and the approvals, consents and orders as may be required under Blue Sky or securities laws of any jurisdiction. i. Public Debt. Prior to the Closing, the City will not offer or issue any bonds, notes or other obligations for borrowed money or incur any material liabilities, 10 4154-9297-3897.5 direct or contingent, payable from or secured by a pledge of the Assessments that secure the Bonds without the prior approval of the Underwriter. j. Preliminary Limited Offering Memorandum. The information contained in the Preliminary Limited Offering Memorandum is true and correct in all material respects, and such information does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the City makes no representations with respect to the Non -City Disclosures. k. Limited Offering Memorandum. At the time of the City's acceptance hereof and (unless the Limited Offering Memorandum is amended or supplemented pursuant to paragraph (d) of Section 5 of this Agreement) at all times subsequent thereto during the period up to and including the twenty-fifth (251h) day subsequent, to the "end of the underwriting period," the information contained in the Limited Offering Memorandum does not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the City makes no representations with respect to the Non -City Disclosures; and further provided, however, that if the City notifies the Underwriter of any fact or event as required by Section 5(d) hereof, and the Underwriter determines that such fact or event does not require preparation and publication of a supplement or amendment to the Limited Offering Memorandum, then the Limited Offering Memorandum in its then -current form shall be conclusively deemed to be complete and correct in all material respects. 1. Supplements or Amendments to Limited Offering Memorandum. If the Limited Offering Memorandum is supplemented or amended pursuant to paragraph (d) of Section 5 of this Agreement, at the time of each supplement or amendment thereto and (unless subsequently again supplemented or amended pursuant to such paragraph) at all times subsequent thereto during the period up to and including the twenty-fifth (25th) day subsequent to the "end of the underwriting period," the Limited Offering Memorandum as so supplemented or amended will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that if the City notifies the Underwriter of any fact or event as required by Section 5(d) hereof, and the Underwriter determines that such fact or event does not require preparation and publication of a supplement or amendment to the Limited Offering Memorandum, then the Limited Offering Memorandum in its then - current form shall be conclusively deemed to be complete and correct in all material respects. m. Compliance with Rule 15c2-12. During the past five (5) years, the City has complied in all material respects with its previous continuing disclosure undertakings made by it in accordance with Rule 15c2-12, except as described in the Limited Offering Memorandum. 11 4154-9297-3897.5 n. Use of Bond Proceeds. The City will apply, or cause to be applied, the proceeds from the sale of the Bonds as provided in and subject to all of the terms and provisions of the Indenture and will not take or omit to take any action which action or omission will adversely affect the exclusion from gross income for federal income tax purposes of the interest on the Bonds. o. Blue Sky and Securities Laws and Regulations. The City will furnish such information and execute such instruments and take such action in cooperation with the Underwriter as the Underwriter may reasonably request, at no expense to the City, (i) to (y) qualify the Bonds for offer and sale under the Blue Sky or other securities laws and regulations of such states and other jurisdictions in the United States as the Underwriter may designate and (z) determine the eligibility of the Bonds for investment under the laws of such states and other jurisdictions and (ii) to continue such qualifications in effect so long as required for the initial distribution of the Bonds by the Underwriter (provided, however, that the City will not be required to qualify as a foreign corporation or to file any general or special consents to service of process under the laws of any jurisdiction) and will advise the Underwriter immediately of receipt by the City of any notification with respect to the suspension of the qualification of the Bonds for sale in any jurisdiction or the initiation or threat of any proceeding for that purpose. P. Certificates of the City. Any certificate signed by any official of the City authorized to do so in connection with the transactions described in this Agreement shall be deemed a representation and warranty by the City to the Underwriter as to the statements made therein and can be relied upon by the Underwriter as to the statements made therein. q. Intentional Actions Regarding Representations and Warranties. The City covenants that between the date hereof and the Closing it will not intentionally take actions which will cause the representations and warranties made in this Section to be untrue as of the Closing. r. Financial Advisor. The City has engaged Hilltop Securities Inc. as its financial advisor (the "Financial Advisor") in connection with its offering and issuance of the Bonds. By delivering the Limited Offering Memorandum to the Underwriter, the City shall be deemed to have reaffirmed, with respect to the Limited Offering Memorandum, the representations, warranties, and covenants set forth above. 7. Developer Letter of Representations. At the signing of this Agreement, the City and Underwriter shall receive from the Developer an executed Developer Letter of Representations (the "Developer Letter of Representations") in the form of Appendix A hereto, and, at the Closing, a certificate signed by the Developer as set forth in Section 10(e) hereof (the "Developer Closing Certificate"). 8. The Closing. At 10:00 a.m., Central time, on the Closing Date, or at such other time or on such earlier or later business day as shall have been mutually agreed upon by the City 12 4154-9297-3897.5 and the Underwriter, (i) the City will deliver or cause to be delivered to DTC through its "FAST" System, the Bonds in the form of one fully registered Bond for each maturity, registered in the name of Cede & Co., as nominee for DTC, duly executed by the City and authenticated by the Trustee as provided in the Indenture, and (ii) the City will deliver the closing documents hereinafter mentioned to McCall, Parkhurst & Horton L.L.P. ("Bond Counsel"), or a place to be mutually agreed upon by the City and the Underwriter. Settlement will be through the facilities of DTC. The Underwriter will accept delivery and pay the purchase price of the Bonds as set forth in Section 1 hereof by wire transfer in federal funds payable to the order of the City or its designee. These payments and deliveries, together with the delivery of the aforementioned documents, are herein called the "Closing." The Bonds will be made available to the Underwriter or Underwriter's Counsel (as defined herein) for inspection not less than twenty- four (24) hours prior to the Closing. 9. Underwriter's Closing_ Conditions. The Underwriter has entered into this Agreement in reliance upon the representations and covenants herein and in the Developer Letter of Representations and the performance by the City of its obligations under this Agreement, both as of the date hereof and as of the Closing Date. Accordingly, the Underwriter's obligations under this Agreement to purchase, accept delivery of, and pay for the Bonds shall be conditioned upon the performance by the City of its obligations to be performed hereunder at or prior to Closing and shall also be subject to the following additional conditions: a. Bring -Down Representations of the City. The representations and covenants of the City contained in this Agreement shall be true and correct in all material respects as of the date hereof and at the time of the Closing, as if made on the Closing Date. b. Executed Agreements and Performance Thereunder. At the time of the Closing: (i) the City Documents shall be in full force and effect, and shall not have been amended, modified, or supplemented except with the written consent of the Underwriter; (ii) the Authorizing Documents shall be in full force and effect; (iii) there shall be in full force and effect such other resolutions or actions of the City as, in the opinion of Bond Counsel and Underwriter's Counsel, shall be necessary, on or prior to the Closing Date, in connection with the transactions on the part of the City described in this Agreement and the City Documents; (iv) there shall be in full force and effect such other resolutions or actions of the Developer as, in the opinion of Coats Rose, P.C. ("Developer's Counsel"), shall be necessary, on or prior to the Closing Date, in connection with the transactions on the part of the Developer described in the Developer Letter of Representations, the Reimbursement Agreement, the Development Agreement, the Landowner Consent Certificate executed by the Developer as of October 10, 2023 13 4154-9297-3897.5 (the "Landowner Certificate"), and the Continuing Disclosure Agreement of Developer with respect to the Bonds, dated as of October 1, 2023, executed and delivered by the Developer, P3Works, LLC, as PID Administrator, and the Dissemination Agent (the "Continuing Disclosure Agreement of Developer" and, together with the Developer Letter of Representation, the Reimbursement Agreement, the Development Agreement, and the Landowner Certificate, the "Developer Documents"); and (v) the City shall perform or have performed its obligations required or specified in the City Documents to be performed at or prior to Closing. C. No Default. At the time of the Closing, no default shall have occurred or be existing and no circumstances or occurrences that, with the passage of time or giving of notice, shall constitute an event of default under this Agreement, the Indenture, the City Documents, the Developer Documents or other documents relating to the financing and construction of the Improvement Area #1 Projects and the Development (as defined in the Limited Offering Memorandum), and the Developer shall not be in default in the payment of principal of or interest on any of its indebtedness which default shall materially adversely impact the ability of the Developer to pay the Assessments when due or complete the Improvement Area #1 Projects. d. Closing Documents. At or prior to the Closing, the Underwriter shall have received each of the documents required under Section 10 below. e. Termination Events. The Underwriter shall have the right to cancel its obligation to purchase the Bonds and to terminate this Agreement without liability therefor by written notification to the City if, between the date of this Agreement and the Closing, in the Underwriter's reasonable judgment, any of the following shall have occurred: (i) the market price or marketability of the Bonds, or the ability of the Underwriter to enforce contracts for the sale of the Bonds, shall be materially adversely affected by the occurrence of any of the following: (1) legislation shall have been introduced in or enacted by the Congress of the United States or adopted by either House thereof, or legislation pending in the Congress of the United States shall have been amended, or legislation shall have been recommended to the Congress of the United States or otherwise endorsed for passage (by press release, other form of notice, or otherwise) by the President of the United States, the Treasury Department of the United States, or the Internal Revenue Service or legislation shall have been proposed for consideration by either the U.S. Senate Committee on Finance or the U.S. House of Representatives Committee on Ways and Means or legislation shall have been favorably reported for passage to either House of the Congress of the United States by a Committee of such House to which such legislation has been referred for consideration, or a decision by a court of the United 14 4154-9297-3897.5 States or the Tax Court of the United States shall be rendered or a ruling, regulation, or official statement (final, temporary, or proposed) by or on behalf of the Treasury Department of the United States, the Internal Revenue Service, or other federal agency shall be made, which would result in federal taxation of revenues or other income of the general character expected to be derived by the City or upon interest on securities of the general character of the Bonds or which would have the effect of changing, directly or indirectly, the federal income tax consequences of receipt of interest on securities of the general character of the Bonds in the hands of the holders thereof, and which in either case, makes it, in the reasonable judgment of the Underwriter, impracticable or inadvisable to proceed with the offer, sale, or delivery of the Bonds on the terms and in the manner described in the Limited Offering Memorandum; or (2) legislation shall be enacted by the Congress of the United States, or a decision by a court of the United States shall be rendered, or a stop order, ruling, regulation or official statement by, or on, behalf of, the Securities and Exchange Commission or any other governmental agency having jurisdiction of the subject matter shall be issued or made to the effect that the issuance, offering or sale of obligations of the general character of the Bonds, or the issuance, offering or sale of the Bonds, including all underlying obligations, as described herein or by the Limited Offering Memorandum, is in violation or would be in violation of, or that obligations of the general character of the Bonds, or the Bonds, are not exempt from registration under, any provision of the federal securities laws, including the Securities Act, or that the Indenture needs to be qualified under the Trust Indenture Act of 1939, as amended and as then in effect (the "Trust Indenture Act"); or (3) a general suspension of trading in securities on the New York Stock Exchange, the establishment of minimum prices on such exchange, the establishment of material restrictions (not in force as of the date hereof) upon trading securities generally by any !governmental authority or any national securities exchange, a general banking moratorium declared by federal, State of New York, or State officials authorized to do so; provided, however that such suspension in trading or any disruption in securities settlement, payment, or clearance services is not in force on the date hereof; or (4) there shall have occurred (whether or not foreseeable) (i) any outbreak of hostilities (including, without limitation, an act of terrorism) including, but not limited to, an escalation of hostilities that existed prior to the date hereof, (ii) national or international calamity or crisis, including, but not limited to, an escalation in the scope or magnitude of any natural disaster, or (iii) material financial crisis or adverse change in the financial or economic conditions affecting the United States government or the securities markets in the United States; or 15 4154-9297-3897.5 (5) there shall have occurred since the date of this Agreement any materially adverse change in the affairs or financial condition of the City, except as disclosed or described in the Limited Offering Memorandum; or (6) any state blue sky or securities commission or other governmental agency or body in any state in which more than ten percent (10%) of the Bonds have been offered and sold shall have withheld registration, exemption or clearance of the offering of the Bonds as described herein, or issued a stop order or similar ruling relating thereto, provided that such withholding or stop order is not due to the malfeasance, misfeasance, or nonfeasance of the Underwriter; or (7) any amendment to the federal or State Constitution or action by any federal or State court, legislative body, regulatory body, or other authority materially adversely affecting the tax status of the City, its property, income, securities (or interest thereon), or the validity or enforceability of the Assessments pledged to pay principal of and interest on the Bonds; or (ii) the New York Stock Exchange or other national securities exchange or any governmental authority shall impose, as to the Bonds or as to obligations of the general character of the Bonds, any material restrictions not now in force, or increase materially those now in force, with respect to the extension of credit by, or the charge to the net capital requirements of, the Underwriter; or (iii) any event occurring, or information becoming known which, in the reasonable judgment of the Underwriter, makes untrue in any material respect any statement or information contained in the Limited Offering Memorandum, or has the effect that the Limited Offering Memorandum contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, which change shall occur subsequent to the date of this Agreement and shall not be due to the malfeasance, misfeasance or nonfeasance of the Underwriter; or (iv) any fact or event shall exist or have existed that, in the Underwriter's reasonable judgment, requires or has required an amendment of or supplement to the Limited Offering Memorandum; or (v) a general banking moratorium shall have been declared by federal or State authorities having jurisdiction and shall be in force; or (vi) a material disruption in securities settlement, payment or clearance services shall have occurred; or (vii) a decision by a court of the United States shall be rendered, or a stop order, release, regulation or no -action letter by or on behalf of the Securities 16 4154-9297-3897.5 and Exchange Commission or any other governmental agency having jurisdiction of the subject matter shall have been issued or made, to the effect that the issuance, offering or sale of the Bonds, including the underlying obligations as described in this Agreement or in the Limited Offering Memorandum, or any document relating to the issuance, offering or sale of the Bonds, is or would be in violation of any provision of the federal securities laws on the Closing Date, including the Securities Act, the Securities Exchange Act of 1934 and the Trust Indenture Act, as then in effect; or (viii) the purchase of and payment for the Bonds by the Underwriter, or the resale of the Bonds by the Underwriter, on the terms and conditions herein provided shall be prohibited by any applicable law, governmental authority, board, agency or commission, which prohibition shall occur subsequent to the date hereof and shall not be due to the malfeasance, misfeasance, or nonfeasance of the Underwriter. With respect to the conditions described in subparagraphs (ii), (vii) and (viii) above, the Underwriter is not aware of any current, pending, or proposed law or government inquiry or investigation as of the date of execution of this Agreement which would permit the Underwriter to invoke its termination rights hereunder. 10. Closing Documents. At or prior to the Closing, the Underwriter (or Underwriter's Counsel on behalf of the Underwriter) shall receive the following documents: a. Bond Opinion. The approving opinion of Bond Counsel, dated the Closing Date and substantially in the form included as Appendix D to the Limited Offering Memorandum, together with a reliance letter from Bond Counsel, dated the Closing Date and addressed to the Underwriter and the Trustee, which may be included in the supplemental opinion required by Section 10(b) hereof, to the effect that the foregoing opinion may be relied upon by the Underwriter and the Trustee to the same extent as if such opinion were addressed to it. b. Supplemental Opinion. A supplemental opinion of Bond Counsel dated the Closing Date and addressed to the City and the Underwriter, in form and substance acceptable to Underwriter's Counsel, to the following effect: (i) Except to the extent noted therein, Bond Counsel has not verified and is not passing upon, and does not assume any responsibility for, the accuracy, completeness or fairness of the statements and information contained in the Preliminary Limited Offering Memorandum and in the Limited Offering Memorandum but that Bond Counsel has reviewed the statements and information appearing in the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum under the captions and subcaptions "PLAN OF FINANCE — The Bonds," "DESCRIPTION OF THE BONDS," "SECURITY FOR THE BONDS," "ASSESSMENT PROCEDURES" (except for the subcaptions "Assessment Methodology" and "Assessment Amounts"), "THE DISTRICT," "TAX MATTERS," "LEGAL MATTERS — Legal Proceedings" (first paragraph 17 4154-9297-3897.5 only) and "— Legal Opinions," "SUITABILITY FOR INVESTMENT," "CONTINUING DISCLOSURE — The City," "REGISTRATION AND QUALIFICATION OF BONDS FOR SALE," "LEGAL INVESTMENTS AND ELIGIBILITY TO SECURE PUBLIC FUNDS IN TEXAS," "INVESTMENTS" and "APPENDIX B," and Bond Counsel is of the opinion that the information relating to the Bonds and legal issues contained under such captions and subcaptions is an accurate and fair description of the laws and legal issues addressed therein and, with respect to the Bonds, such information conforms to the Bond Ordinance, the Assessment Ordinance, and the Indenture; (ii) The Bonds are not subject to the registration requirements of the Securities Act, and the Indenture is exempt from qualification pursuant to the Trust Indenture Act; (iii) The City has or at the time of the adoption thereof had full power and authority to adopt the Creation Resolution, the Assessment Ordinance, the Service and Assessment Plan, and the Bond Ordinance (collectively, the foregoing documents are referred to herein as the "City Actions") and perform its obligations thereunder and the City Actions have been duly adopted, are in full force and effect and have not been modified, amended or rescinded; and (iv) The Indenture, the Reimbursement Agreement, the Development Agreement, the Continuing Disclosure Agreement of Issuer, and this Agreement have been duly authorized, executed and delivered by the City and, assuming the due authorization, execution and delivery of such instruments, documents, and agreements by the other parties thereto, constitute the legal, valid, and binding agreements of the City, enforceable in accordance with their respective terms, except as enforcement thereof may be limited by bankruptcy, insolvency, or other laws affecting enforcement of creditors' rights, or by the application of equitable principles if equitable remedies are sought and to the application of Texas law relating to governmental immunity applicable to governmental entities. C. City Legal Opinion. An opinion of the City Attorney, dated the Closing Date and addressed to the Underwriter, the City and the Trustee, with respect to matters relating to the City, substantially in the form of Appendix C hereto or in form otherwise agreed upon by the Underwriter. d. Opinion of Developer's Counsel. An opinion of Developer's Counsel, substantially in the form of Appendix D hereto, dated the Closing Date and addressed to the City, Bond Counsel, the Underwriter, and the Trustee. e. Developer Closing Certificate. The Developer Closing Certificate dated as of the Closing Date, signed by authorized officers of the Developer in substantially the form of Appendix E hereto. 18 4154-9297-3897.5 f. City Closing Certificate. A certificate of the City, dated the Closing Date, signed by an appropriate City official, to the effect that: (i) the representations and warranties of the City contained herein and in the City Documents are true and correct in all material respects on and as of the Closing Date as if made on the date thereof; (ii) the Authorizing Documents and City Documents are in full force and effect and have not been amended, modified, or supplemented; (iii) except as disclosed in the Limited Offering Memorandum, no litigation or proceeding against the City is pending or, to the knowledge of such person, threatened in any court or administrative body nor is there a basis for litigation which would (a) contest the right of the members or officials of the City to hold and exercise their respective positions, (b) contest the due organization and valid existence of the City or the establishment of the District, (c) contest the validity, due authorization and execution of the Bonds or the City Documents, or (d) attempt to limit, enjoin or otherwise restrict or prevent the City, from levying and collecting the Assessments pledged to pay the principal of and interest on the Bonds, or the pledge thereof; (iv) the City has, to the best of such person's knowledge, complied with all agreements and covenants and satisfied all conditions set forth in the City Documents, on its part to be complied with or satisfied hereunder at or prior to the Closing; (v) all official action of the City relating to the Limited Offering Memorandum, the Bonds and the City Documents have been duly taken by the City, are in full force and effect and have not been modified, amended, supplemented or repealed; and (vi) to his or her knowledge, no event affecting the City has occurred since the date of the Limited Offering Memorandum which should be disclosed therein for the purpose for which it is to be used or which is necessary to be disclosed therein in order to make the statements and information therein, in light of the circumstances under which they were made, not misleading in any respect. g. Trustee's Counsel Opinion. An opinion of counsel to the Trustee, dated the Delivery Date and addressed to the Underwriter, the City, and Bond Counsel, substantially in the form set forth in this subsection or in a form otherwise mutually agreed upon by the Trustee, the Underwriter, the City, and Bond Counsel: (i) The Trustee was founded as an Alabama state banking corporation under the laws of the state of Alabama, and had not been dissolved, canceled, or terminated, and is authorized to carry out corporate trust power as Trustee in accordance with the Indenture; 19 4154-9297-3897.5 (ii) The Trustee has all necessary corporate right, power, and authority to enter into the Indenture, to perform its obligations under, and to carry out and consummate all of the transactions involving the Trustee contemplated by, the Indenture; and (iii) The Indenture has been duly authorized, executed and delivered by the Trustee and is valid and enforceable against the Trustee in accordance with its terms, except (a) as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, and other similar laws of general applicability affecting the enforcement of creditors' rights and by general principles of equity, (b) as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered a proceeding at law or in equity) and the discretion of the court before which any proceeding therefor may be brought, (c) as the exculpation provisions and rights to indemnification thereunder may be limited by U.S. federal and state securities laws and public policy considerations, and (d) as the waiver of rights and defenses contained in the Indenture may be limited by applicable law. h. Trustee's Certificate. A customary authorization and incumbency certificate dated prior to the Closing Date, signed by authorized officers of the Trustee in form and substance acceptable to the Underwriter, Underwriter's Counsel and Bond Counsel. i. Underwriter Counsel's Opinion. An opinion, dated the Closing Date and addressed to the Underwriter, of Orrick, Herrington & Sutcliffe LLP, ("Underwriter's Counsel"), to the effect that: (i) The Bonds are not subject to the registration requirements of the Securities Act of 1933, as amended, and the Indenture is exempt from qualification pursuant to the Trust Indenture Act of 1939, as amended; (ii) Such counsel is not passing upon and does not assume any responsibility for the accuracy, completeness, or fairness of any of the statements contained in the Preliminary Limited Offering Memorandum or in the Limited Offering Memorandum and it has not independently verified the accuracy, completeness, or fairness of any such statements. In its capacity as counsel to the Underwriter, to assist the Underwriter in part of its responsibility with respect to the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum, such counsel has participated in conferences with representatives of the Underwriter, representatives of the City, and its counsel, McCall, Parkhurst & Horton L.L.P., as bond counsel, Hilltop Securities, as financial advisor, P3Works, LLC, as public improvement district administrator, the Developer, and its engineers and consultants and others, during which the contents of the Preliminary Limited Offering Memorandum or the Limited Offering Memorandum and related matters were discussed. Based on such counsel's participation in the above - mentioned conferences (which, with respect to the Preliminary Limited Offering Memorandum, did not extend beyond the date of this Agreement, and, with respect 20 4154-9297-3897.5 to the Limited Offering Memorandum, did not extend beyond its date), and in reliance thereon, on oral and written statements and representations of the City, the Developer and others and on the records, documents, certificates, opinions and matters herein mentioned, such counsel advises the Underwriter as a matter of fact and not opinion that, during the course of such counsel's representation of the Underwriter on this matter, (a) no facts had come to the attention of the attorneys in such counsel's firm rendering legal services to the Underwriter in connection with the Preliminary Limited Offering Memorandum which caused such counsel to believe, as of the date of the Preliminary Limited Offering Memorandum and as of the date of this Agreement, based on the documents, drafts and facts in existence and reviewed as of those dates, that the Preliminary Limited Offering Memorandum contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading' (except any information marked as preliminary or subject to change, any information permitted to be omitted by Securities and Exchange Commission Rule 15c2-12 or otherwise left blank and any other differences with the information in the Limited Offering Memorandum), and (b) no facts had come to the attention of the attorneys in such counsel's firm rendering legal service to the Underwriter in connection with the Limited Offering Memorandum which caused such counsel to believe that the Limited Offering Memorandum as of its date contained or contains any untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, such counsel expressly excludes from the scope of this paragraph and expresses no opinion or conclusion, with respect to both the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum, about any CUSIP numbers, financial, accounting, statistical or economic, engineering or demographic data or forecasts, numbers, charts, tables, graphs, estimates, projections, assumptions or expressions of opinion, any information about verification, feasibility, valuation, appraisals, absorption, real estate or environmental matters, relationship among the parties, Appendices, or any information about book -entry, DTC, Cede & Co., tax exemption, underwriters, or underwriting, included or referred to therein or omitted therefrom. No responsibility is undertaken or conclusion expressed with respect, to any other disclosure document, materials or activity, or as to any information) from another document or source referred to by or incorporated by reference in the Preliminary Limited Offering Memorandum or the Limited Offering Memorandum; and (iii) The Continuing Disclosure Agreement of Issuer, satisfies the requirements contained in Securities and Exchange Commission Rule 15c2- 12(b)(5) for an undertaking by the City for the benefit of the holders of the Bonds to provide the information at the times and in the manner required by said Rule; provided that, for purposes of this opinion, such counsel is not expressing any view regarding the content of the Preliminary Limited Offering Memorandum or the Limited Offering Memorandum that is not expressly stated in numbered paragraph ii, above. 21 4154-9297-3897.5 j. Limited Offering Memorandum. The Limited Offering Memorandum and each supplement or amendment, if any, thereto. k. Delivery of City Documents and Developer Documents. The City Documents and Developer Documents shall have been executed and delivered in form and content satisfactory to the Underwriter. 1. Form 8038-G. Evidence that the federal tax information form 8038-G has been prepared by Bond Counsel for filing. M. Federal Tax Certificate. A certificate of the City in form and substance satisfactory to Bond Counsel and Underwriter's Counsel setting forth the facts, estimates and circumstances in existence on the Closing Date, which establish that it is not expected that the proceeds of the Bonds will be used in a manner that would cause the Bonds to be "arbitrage bonds" within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended (the "Code"), and any applicable regulations (whether final, temporary or proposed), issued pursuant to the Code. n. Attorney General Opinion and Comptroller Registration. The approving opinion of the Attorney General of the State regarding the Bonds and the Comptroller of the State's Certificate of Registration for the Initial Bond. o. Continuing Disclosure Agreements. The Continuing Disclosure Agreement of Issuer and the Continuing Disclosure Agreement of Developer shall have been executed by the parties thereto in substantially the forms attached to the Limited Offering Memorandum as Appendix E-1 and Appendix E-2. P. Letter of Representation of the Appraiser. (i) Letter of Representation of the Appraiser, substantially in the form of Appendix G hereto, addressed to the City, Bond Counsel, the Underwriter, and the Trustee, or in form otherwise agreed upon by the Underwriter, and (ii) a copy of the real estate appraisal of the property in the District dated August 16, 2023. q. Letter of Representation of PID Administrator. Letter of Representation of PID Administrator, substantially in the form of Appendix F hereto, addressed to the City, Bond Counsel, the Underwriter, and the Trustee, or in form otherwise agreed upon by the Underwriter. r. Evidence of Filing of Creation Resolution and Assessment Ordinance. Evidence that (i) the Creation Resolution including a legal description of the District by metes and bounds and (ii) the Assessment Ordinance and Service and Assessment Plan, including the legal description of the property within the District and the assessment rolls, have been filed of record in the real property records of Collin County, Texas. S. Reserved. t. Developer Organizational and Verification Documents. The Developer shall have delivered to the Underwriter and the City, (i) fully executed copies of the 22 4154-9297-3897.5 Developer's organizational documents, (ii) a Certificate of Status from the Texas Secretary of State (iii) verification of franchise tax account status from the Texas Comptroller of Public Accounts for the Developer and (iv) a copy of its Standing Letter to the Attorney General of Texas in compliance with the All Bond Counsel letter dated September 22, 2021, or evidence of an exception to such requirement. U. Rule 15c2-12 Certification. A resolution, ordinance, or certificate whereby the City has deemed the Preliminary Limited Offering Memorandum final as of its date, except for permitted omissions, as contemplated by Rule 15c2-12 in connection with the offering of the Bonds, which certification may be included in the City Certificate required by subsection 10(f) hereof or the Bond Ordinance. V. Dissemination Agent. Evidence acceptable to the Underwriter in its sole reasonable discretion that the City and the Developer have engaged a dissemination agent acceptable to the Underwriter for the Bonds, with the execution of the Continuing Disclosure Agreement of Issuer and the Continuing Disclosure Agreement of Developer by other parties thereto being conclusive evidence of such acceptance by the Underwriter. W. Blanket Letter of Representation. A copy of the current Blanket Issuer Letter of Representation to DTC signed by the City. X. Additional Documents. Such additional legal opinions, certificates, instruments, and other documents as the Underwriter or Underwriter's Counsel may reasonably deem necessary. 11. City's Closing Conditions. The obligation of the City hereunder to deliver the Bonds shall be subject to receipt on or before the Closing Date of the purchase price set forth in Section 1 hereof, the Attorney General Opinion, the opinion of Bond Counsel described in Section 10(a) hereof and all documents required to be delivered by the Developer. 12. Consequences of Termination. If the City shall be unable to satisfy the conditions contained in this Agreement or if the obligations of the Underwriter shall be terminated for any reason permitted by this Agreement, this Agreement shall terminate and the Underwriter and the City shall have no further obligation hereunder, except as further set forth in Sections 13, 15, and 20 hereof. 13. Costs and Expenses. a. The Underwriter shall be under no obligation to pay, and the City shall cause to be paid from proceeds of the Bonds the following expenses incident to the issuance of the Bonds and performance of the City's obligations hereunder: (i) the costs of the preparation and printing of the Bonds; (ii) the cost of preparation,, printing, and mailing of the Preliminary Limited Offering Memorandum, the final Limited Offering Memorandum and any supplements and amendments thereto; (iii) the fees and disbursements of the City's Financial Advisor, the Trustee's counsel, Bond Counsel, Developer's Counsel, and the Trustee relating to the issuance of the Bonds; (iv) the Attorney General's review fees; (v) the fees and disbursements of accountants, advisers and any other experts or consultants retained by the City or the Developer, including but 23 4154-9297-3897.5 not limited to the fees and expenses of any Appraiser and the PID Administrator; and (vi) the expenses incurred by or on behalf of City employees and representatives that are incidental to the issuance of the Bonds and the performance by the City of its obligations under this Agreement. b. The Underwriter shall pay the following expenses: (i) all advertising expenses in connection with the limited offering of the Bonds; (ii) fees of Underwriter's Counsel; and (iii) all other expenses, including CUSIP fees (including out of pocket expenses and related regulatory expenses), incurred by it in connection with its public offering and distribution of the Bonds, except as noted in Subsection 13(a) above. C. The City acknowledges that the Underwriter will pay from the Underwriter's expense allocation of the underwriting discount the applicable per bond assessment charged by the Municipal Advisory Council of Texas, a nonprofit corporation whose purpose is to collect, maintain and distribute information relating to issuing entities of municipal securities. 14. Notice. Any notice or other communication to be given to the City under this Agreement may be given by delivering the same in writing to: City of Anna, Texas, 120 W. 71h Street, Anna, Texas 75409, Attention: City Manager. Any notice or other communication to be given to the Underwriter under this Agreement may be given by delivering the same in writing to: FMSbonds, Inc., 5 Cowboys Way, Suite 300- 25, Frisco, Texas 75034, Attention: Tripp Davenport, Director. 15. Survival of Representations and Warranties. All representations and warranties of the parties made in, pursuant to or in connection with this Agreement shall survive the execution and delivery of this Agreement, notwithstanding any investigation by the parties. All statements contained in any certificate, instrument, or other writing delivered by a party to this Agreement or in connection with the transactions described in or by this Agreement constitute representations and warranties by such party under this Agreement to the extent such statement is set forth as a representation and warranty in the instrument in question. 16. Counterparts. This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument. The City and the Underwriter agree that electronic signatures to this Agreement may be regarded as original signatures. 17. Severability. In case any one or more of the provisions contained herein shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision hereof. 18. State Law Governs. The validity, interpretation, and performance of this Agreement shall be governed by the laws of the State. 24 4154-9297-3897.5 19. No Assignment. The rights and obligations created by this Agreement shall not be subject to assignment by the Underwriter or the City without the prior written consent of the other party hereto. 20. No Personal Liability. None of the members of the City Council, nor any officer, representative, agent, or employee of the City, shall be charged personally by the Underwriter with any liability, or be held liable to the Underwriter under any term or provision of this Agreement, or because of execution or attempted execution, or because of any breach or attempted or alleged breach of this Agreement. 21. Anti -Boycott Verification. To the extent this Agreement constitutes a contract for goods or services for which a written verification is required pursuant to Section 2271.002, Texas Government Code, the Underwriter hereby verifies that it and its parent company, wholly - or majority -owned subsidiaries, and other affiliates, if any, do not boycott Israel and will not boycott Israel during the term of this Agreement. The foregoing verification is made solely to enable the City to comply with Section 2271.002, Texas Government Code, and, to the extent such Section does not contravene applicable State or federal law. As used in the foregoing verification, "boycott Israel" means refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations specifically with Israel, or with a person or entity doing business in Israel or in an Israeli -controlled territory, but does not include an action made for ordinary business purposes. The Underwriter understands "affiliate" to mean an entity that controls, is controlled by, or is under common control with the Underwriter and exists to make a profit. 22. Iran, Sudan and Foreign Terrorist Organizations. The Underwriter represents that neither it nor any of its parent company, wholly- or majority -owned subsidiaries, and other affiliates is a company identified on a list prepared and maintained by the Texas Comptroller of Public Accounts under Section 2252.153 or Section 2270.0201, Texas Government Code, and posted on any of the following pages of such officer's internet website: https://comptroller.texas.gov/purchasing/docs/sudan-list.pdf, https://comptroller.texas.gov/purchasing/docs/iran-list.pdf, or https:Hcomptroller.texas.gov/purchasing/docs/fto-list.pdf. The foregoing representation is made solely to enable the City to comply with Section 2252.152, Texas Government Code, and to the extent such Section does not contravene applicable State or federal law and excludes the Underwriter and its parent company, wholly- or majority -owned subsidiaries, and other affiliates, if any, that the United States government has affirmatively declared to be excluded from its federal sanctions regime relating to Sudan or Iran or any federal sanctions regime relating to a foreign terrorist organization. The Underwriter understands "affiliate" to mean any entity that controls, is controlled by, or is under common control with the Underwriter and exists to make a profit. 23. No Discrimination Against Fossil -Fuel Companies. To the extent this Agreement constitutes a contract for goods or services for which a written verification is required under Section 2274.002 (as added by Senate Bill 13 in the 87th Texas Legislature, Regular Session), Texas Government Code, as amended, the Underwriter hereby verifies that it and its parent 25 4154-9297-3897.5 company, wholly- or majority -owned subsidiaries, and other affiliates, if any, do not boycott energy companies and will not boycott energy companies during the term of this Agreement. The foregoing verification is made solely to enable the City to comply with such Section and to the extent such Section does not contravene applicable Federal or Texas law. As used in the foregoing verification, "boycott energy companies," a term defined in Section 2274.001(1), Texas Government Code (as enacted by such Senate Bill) by reference to Section 809.001, Texas Government Code (also as enacted by such Senate Bill), shall mean, without an ordinary business purpose, refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations with a company because the company (A) engages in the exploration, production, utilization, transportation, sale, or manufacturing of fossil fuel -based energy and does not commit or pledge to meet environmental standards beyond applicable Federal or Texas law; or (B) does business with a company described by (A) above. 24. No Discrimination Against Firearm Entities and Firearm Trade Associations. To the extent this Agreement constitutes a contract for goods or services for which a written verification is required under Section 2274.002 (as added by Senate Bill 19 in the 87th Texas Legislature, Regular Session), Texas Government Code, as amended, the Underwriter hereby verifies that it and its parent company, wholly- or majority -owned subsidiaries, and other affiliates, if any, do not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association and will not discriminate against a firearm entity or firearm trade association during the term of this Agreement. The foregoing verification is made solely to enable the City to comply with such Section and to the extent such Section does not contravene applicable Federal or Texas law. As used in the foregoing verification and the following definitions, a. "discriminate against a firearm entity or firearm trade association," a term defined in Section 2274.001(3), Texas Government Code (as enacted by such Senate Bill), (A) means, with respect to the firearm entity or firearm trade association, to (i) refuse to engage in the trade of any goods or services with the firearm entity or firearm trade association based solely on its status as a firearm entity or firearm trade association, (ii) refrain from continuing an existing business relationship with the firearm entity or firearm trade association based solely on its status as a firearm entity or firearm trade association, or (iii) terminate an existing business relationship with the firearm entity or firearm trade association based solely on its status as a firearm entity or firearm trade association and (B) does not include (i) the established policies of a merchant, retail seller, or platform that restrict or prohibit the listing or selling of ammunition, firearms, or firearm accessories and (ii) a company's refusal to engage in the trade of any goods or services, decision to refrain from continuing an existing business relationship, or decision to terminate an existing business relationship (aa) to comply with federal, state, or local law, policy, or regulations or a directive by a regulatory agency or (bb) for any traditional business reason that is specific to the customer or potential customer and not based solely on an entity's or association's status as a firearm entity or firearm trade association, b. "firearm entity," a term defined in Section 2274.001(6), Texas Government Code (as enacted by such Senate Bill), means a manufacturer, distributor, 26 4154-9297-3897.5 wholesaler, supplier, or retailer of firearms (defined in Section 2274.001(4), Texas Government Code, as enacted by such Senate Bill, as weapons that expel projectiles by the action of explosive or expanding gases), firearm accessories (defined in Section 2274.001(5), Texas Government Code, as enacted by such Senate Bill, as devices specifically designed or adapted to enable an individual to wear, carry, store, or mount a firearm on the individual or on a conveyance and items used in conjunction with or mounted on a firearm that are not essential to the basic function of the firearm, including detachable firearm magazines), or ammunition (defined in Section 2274.001(1), Texas Government Code, as enacted by such Senate Bill, as a loaded cartridge case, primer, bullet, or propellant powder with or without a projectile) or a sport shooting range (defined in Section 250.001, Texas Local Government Code, as a business establishment, private club, or association that operates an area for the discharge or other use of firearms for silhouette, skeet, trap, black powder, target, self-defense, or similar recreational shooting), and C. "firearm trade association," a term defined in Section 2274.001(7), Texas Government Code (as enacted by such Senate Bill), means any person, corporation, unincorporated association, federation, business league, or business organization that (i) is not organized or operated for profit (and none of the net earnings of which inures to the benefit of any private shareholder or individual), (ii) has two or more firearm entities as members, and (iii) is exempt from federal income taxation under Section 501(a), Internal Revenue Code of 1986, as an organization described by Section 501(c) of that code. 25. Affiliate. As used in Sections 21 through 24, the Underwriter understands "affiliate" to mean an entity that controls, is controlled by, or is under common control with the Underwriter within the meaning of SEC Rule 405, 17 C.F.R. § 230.450, and exists to make a profit. 26. Attorney General Standing Letter. The Underwriter represents that it has on file with the Texas Attorney General a standing letter addressing the representations and verifications in Sections 21 through 24 of this Agreement in a form acceptable to the Texas Attorney General. 27. Form 1295. Submitted herewith is a completed Form 1295 in connection with the Underwriter's participation in the execution of this Agreement generated by the Texas Ethics Commission's (the "TEC") electronic filing application in accordance with the provisions of Section 2252.908 of the Texas Government Code and the rules promulgated by the TEC (the "Form 1295"). The City hereby confirms receipt of the Form 1295 from the Underwriter, and the City agrees to acknowledge such form with the TEC through its electronic filing application not later than the thirtieth (30th) day after the receipt of such form. The Underwriter and the City understand and agree that, with the exception of information identifying the City and the contract identification number, neither the City nor its consultants are responsible for the information contained in the Form 1295; that the information contained in the Form 1295 has been provided solely by the Underwriter; and, neither the City nor its consultants have verified such information. 28. Entire Agreement. This Agreement is made solely for the benefit of the City and the Underwriter (including their respective successors and assigns), and no other person shall 27 4154-9297-3897.5 acquire or have any right hereunder or by virtue hereof. All of the City's representations, warranties, and agreements contained in this Agreement shall remain operative and in full force and effect regardless of: (i) any investigations made by or on behalf of the Underwriter, provided the City shall have no liability with respect to any matter of which the Underwriter has actual knowledge prior to the purchase of the Bonds; or (ii) delivery of any payment for the Bonds pursuant to this Agreement. The agreements contained in this Section and in Sections 13 and 15 shall survive any termination of this Agreement. Signature pages follow. 28 4154-9297-3897.5 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the date first set forth above. FMSbonds, Inc., as Underwriter 0 Name: Theodore A. Swinarski; Title: Senior Vice President Trading S-1 4154-9297-3897.5 Accepted at a.m./p.m. central time on the date first stated above. City of Anna, Texas 0 Mayor S-2 4154-9297-3897.5 SCHEDULE I $7,419,000 CITY OF ANNA, TEXAS, (a municipal corporation of the State of Texas located in Collin County) SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2023 (THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT IMPROVEMENT AREA #1 PROJECT) Interest Accrues From: Date of Delivery $875,000 4.875% Term Bonds, Due September 15, 2030, Priced to Yield 4.875% (b)(c) $2,662,000 5.625% Term Bonds, Due September 15, 2043, Priced to Yield 5.710% (a)(b)(c) $3,882,000 5.875% Term Bonds, Due September 15, 2053, Priced to Yield 5.920% (a)(b)(c) (a) The Bonds maturing on or after September 15, 2043, may be redeemed before their scheduled maturity date, in whole or from time to time in part, on any date on or after September 15, 2031, such redemption date or dates to be fixed by the City, at the redemption price of 100% of the principal amount of the Bonds to be redeemed, plus accrued and unpaid interest to the date of redemption. (b) The Bonds are also subject to extraordinary optional redemption as described in the Limited Offering Memorandum under "DESCRIPTION OF THE BONDS - Redemption Provisions." W The Bonds are also subject to mandatory sinking fund redemption on the dates and in the respective Sinking Fund Installment Amounts as set forth in the following schedule. $875,000 Bonds Maturina September 15, 2030 Mandatory Sinking Fund Sinking Fund Mandatory Sinking Fund Sinking Fund Redemption Date Installment Redemption Date Installment September 15, 2024 $133,000 September 15, 2028_ $126,000 September 15, 2025 110,000 September 15, 2029 132,000 September 15, 2026 115,000 September 15, 2030t 138,000 September 15, 2027 121,000 Stated Maturity $2,662,000 Bonds Maturing September 15, 2043 Mandatory Sinking Fund Sinking Fund Mandatory Sinking Fund Sinking Fund Redemption Date Installment Redemption Date Installment September 15, 2031 $145,000 September 15, 2038_ $212,000 September 15, 2032 153,000 September 15, 2039 223,000 September 15, 2033 161,000 September 15, 20401 236,000 September 15, 2034 170,000 September 15, 2041 249,000 September 15, 2035 180,000 September 15, 2042 264,000 September 15, 2036 190,000 September 15, 20431 279,000 September 15, 2037 200,000 r Stated Maturity Schedule I-1 4154-9297-3897.5 $3,882,000 Bonds Maturing September 15, 2053 Mandatory Sinking Fund Sinking Fund Mandatory Sinking Fund Sinking Fund Redemption Date Installment Redemption Date Installment September 15, 2044 $294,000 September 15, 2049 $394,000 September 15, 2045 312,000 September 15, 205W 418,000 September 15, 2046 331,000 September 15, 2051 443,000 September 15, 2047 350,000 September 15, 2052 470,000 September 15, 2048 372,000 September 15, 2053t 498,000 Stated Maturity Schedule I-2 4154-9297-3897.5 APPENDIX A FORM OF DEVELOPER LETTER OF REPRESENTATIONS $7,419,000 CITY OF ANNA, TEXAS, SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2023 (THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT IMPROVEMENT AREA #1 PROJECT) DEVELOPER LETTER OF REPRESENTATIONS September 12, 2023 City of Anna, Texas 120 W. 7th Street Anna, Texas 75409 FMSbonds, Inc. 5 Cowboys Way, Suite 300-25 Frisco, Texas 75034 Ladies and Gentlemen: This letter is being delivered to the City of Anna, Texas (the "City"), and FMSbonds, Inc. (the "Underwriter"), in consideration for your entering into the Bond Purchase Agreement dated the date hereof (the "Bond Purchase Agreement") for the sale and purchase of the $7,419,000 "City of Anna, Texas, Special Assessment Revenue Bonds, Series 2023 (The Woods at Lindsey Place Public Improvement District Improvement Area #1 Project)" (the "Bonds"). Pursuant to the Bond Purchase Agreement, the Underwriter has agreed to purchase from the City, and the City has agreed to sell to the Underwriter the Bonds. In order to induce the City to enter into the Bond Purchase Agreement and as consideration for the execution, delivery, and sale of the Bonds by the City and the purchase of them by the Underwriter, the undersigned, D.R. Horton — Texas, Ltd., a Texas limited partnership (the "Developer"), makes the representations, warranties, and covenants contained in this Developer Letter of Representation's. Unless the context clearly indicates otherwise, each capitalized term used in this Developer Letter of Representations will have the meaning set forth in the Bond Purchase Agreement. 1. Purchase and Sale of Bonds. Inasmuch as the purchase and sale of the Bonds represents a negotiated transaction, the Developer understands, and hereby confirms, that the Underwriter is not acting as a fiduciary of the Developer, but rather is acting solely in its capacity as Underwriter of the Bonds for its own account. 2. Updating of the Limited Offering Memorandum. If, after the date of this Developer Letter of Representations, up to and including the date the Underwriter is no longer A-1 4154-9297-3897.5 required to provide a Limited Offering Memorandum to potential customers who request the same pursuant to Rule 15c2-12 (the earlier of (i) ninety (90) days from the "end of the underwriting period" (as defined in Rule 15c2-12) and (ii) the time when the Limited Offering Memorandum is available to any person from the MSRB, but in no case less than twenty-five (25) days after the "end of the underwriting period" for the Bonds), the Developer becomes aware of any fact or event which might or would cause the Limited Offering Memorandum, as then supplemented or amended, to contain any untrue statement of a material fact or to omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary to amend or supplement the Limited Offering Memorandum to comply with law, the Developer will notify the Underwriter promptly (and for the purposes of this clause provide the Underwriter with such information as it may from time to time request); however, that for the purposes of this Developer Letter of Representations and any certificate delivered by the Developer in accordance with the Bond Purchase Agreement, the Developer makes no representations with respect to the information appearing in the Preliminary Limited Offering Memorandum or the Limited Offering Memorandum except for the information set forth in all of the maps included therein and under the captions and subcaptions "PLAN OF FINANCE" (except for the subcaption "— The Bonds"), "THE IMPROVEMENT AREA # 1 PROJECTS," "THE DEVELOPMENT" and "THE DEVELOPER" and, to the Developer's knowledge after due inquiry, under the captions `BONDHOLDERS' RISKS" (only as it pertains to the Developer, the Improvement Area #1 Projects, and the Development (as defined in the Limited Offering Memorandum)), "LEGAL MATTERS — Litigation — The Developer," "CONTINUING DISCLOSURE — The Developer" and The Developer's Compliance with Prior Undertakings," "SOURCES OF INFORMATION — Source of Certain Information," "APPENDIX E-2," "APPENDIX F," and "APPENDIX G" (collectively, the "Developer Disclosures") in accordance with subsection 4(f) herein. 3. Developer Documents. The Developer has executed and delivered each of the below listed documents (individually, a "Developer Document" and collectively, the "Developer Documents") in the capacity provided for in each such Developer Document, and each such Developer Document constitutes a valid and binding obligation of the Developer, enforceable against the Developer in accordance with its terms: a. this Developer Letter of Representations; b. the Improvement Area # 1 Funding and Reimbursement Agreement The Woods at Lindsey Place Public Improvement District, effective as of March 14, 2023 (the "Reimbursement Agreement"), executed and delivered by the City and the Developer; C. the Development Agreement, effective as of November 10, 2020, executed and delivered by the City and the LHJH Properties, Ltd., as assigned to the Developer, and as amended by The Woods at Lindsey Place Subdivision Improvement Agreement, executed and delivered by the City and the Developer, effective January 12, 2021, and as further amended by the First Amendment to Development Agreement and to The Woods at Lindsey Place Subdivision and Improvement Agreement, executed and delivered by the City and the Developer, effective January 24, 2023 (collectively, the "Development Agreement"); and A-2 4154-9297-3897.5 d. the Landowner Consent Certificate executed by the Developer, as of October 10, 2023 (the "Landowner Certificate"); and e. the Continuing Disclosure Agreement of Developer with respect to the Bonds, dated as of October 1, 2023 (the "Continuing Disclosure Agreement of Developer"), executed and delivered by the Developer, P3Works, LLC, as PID Administrator, and Regions Bank, as dissemination agent. The Developer has complied in all material respects with all of the Developer's agreements and covenants and satisfied all conditions required to be complied with or satisfied by the Developer under the Developer Documents on or prior to the date hereof. The representations and warranties of the Developer contained in the Developer Documents are true and correct in all material respects on and as of the date hereof. 4. Developer Representations, Warranties and Covenants. The Developer represents, warrants, and covenants to the City and the Underwriter that: a. Due Organization and Existence. The Developer is duly formed and validly existing as a limited partnership under the laws of the State of Texas. b. Organizational Documents. The copies of the organizational documents of the Developer provided by the Developer (the "Developer Organizational Documents") to the City and the Underwriter are fully executed, true, correct, and complete copies of such documents and such documents have not been; amended or supplemented since delivery to the City and the Underwriter and are in full force and effect as of the date hereof. C. No Breach. The execution and delivery of the Developer Documents by Developer does not violate any judgment, order, writ, injunction or decree binding on Developer or any indenture, agreement, or other instrument to which the Dieveloper is a party. d. No Litigation. There are no proceedings pending or threatened in writing before any court or administrative agency against the Developer that are either not covered by insurance or which singularly or collectively would have a material, adverse effect on the ability of the Developer to perform its obligations under the Developer Documents in all material respects or that would reasonably be expected to prevent or prohibit the development of the District in accordance with the description thereof in the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum. e. Information. The information prepared and submitted by the Developer to the City or the Underwriter in connection with the preparation of the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum was, and is, as of this date, true and correct in all material respects. f. Preliminary Limited Offering Memorandum and Limited Offering Memorandum. The Developer represents and warrants that the information set forth in A-3 4 ] 54-9297-3897.5 the Developer Disclosures in the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum is true and correct and does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Developer agrees to provide a certificate dated the Closing Date affirming, as of such date, the representations contained in this subsection (f) with respect to the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum. g. Events of Default. No "Event of Default" or "event of default" by the Developer under any of the Developer Documents, any documents to which the Developer is a party described in the Limited Offering Memorandum, or under any material documents relating to the financing and construction of the Improvement Area #1 Projects to which the Developer is a party, or event that, with the passage of time or the giving of notice or both, would constitute such "Event of Default" or "event of default" by the Developer, has occurred and is continuing. 5. Indemnification. a. The Developer will indemnify and hold harmless the City and the Underwriter and each of their officers, directors, employees and agents against any losses, claims, damages or liabilities to which any of them may become subject, under the Securities Act of 1933 or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained or incorporated by reference in the Developer Disclosures in the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum, or any amendment or supplement to the Limited Offering Memorandum amending or supplementing the information contained under the aforementioned captions (as qualified above), or arise out of or are based upon the omission, untrue statement or alleged untrue statement or omission to state therein a material fact necessary to make the statements under the aforementioned captions (as qualified above) not misleading under the circumstances under which they were made and will reimburse any indemnified party for any reasonable legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred. b. Promptly after receipt by an indemnified party under subsection (a) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve the indemnifying party from any liability which it may have to the indemnified party otherwise than under such subsection, unless such indemnifying party was prejudiced by such delay or lack of notice. In case any such action shall be brought against an indemnified party, it shall promptly notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, A-4 4154-9297-3897.5 except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation. The indemnifying party shall not be liable for any settlement of any such action effected without its consent, but if settled with the consent of the indemnifying party or if there is a final judgment for the plaintiff in any such action, the indemnifying party will indemnify and hold harmless any indemnified party from and against any loss or liability by reason of such settlement or judgment. The indemnity herein shall survive delivery of the Bonds and shall survive any investigation made by or on behalf of the City, the Developer or the Underwriter. 6. Survival of Representations, Warranties and Covenants. All representations, warranties, and agreements in this Developer Letter of Representations will survive regardless of (a) any investigation or any statement in respect thereof made by or on behalf of the Underwriter, (b) delivery of any payment by the Underwriter for the Bonds, and (c) any termination of the Bond Purchase Agreement. 7. Binding on Successors and Assigns. This Developer Letter of Representations will be binding upon the Developer and its successors and assigns and inure solely to the benefit of the Underwriter and the City, and no other person or firm or entity will acquire or have any right under or by virtue of this Developer Letter of Representations. Signature page follows. A-S 4154-9297-3897.5 D.R. Horton — Texas, Ltd. a Texas limited partnership By: D.R. Horton, Inc. a Delaware corporation Its Authorized Agent 0 A-6 4154-9297-3897.5 David L. Booth, Assistant Vice President APPENDIX B ISSUE PRICE CERTIFICATE The undersigned, as the duly authorized representative of FMSbonds, Inc. (the "Purchaser"), with respect to the Special Assessment Revenue Bonds, Series 2023 (AnaCapri Public Improvement District Improvement Area #1 Project) issued by the City of Anna, Texas (the "Issuer") in the principal amount of $7,419,000 (the "Bonds"), hereby certifies, based on its records and information, as follows: (a) [Other than the Bonds maturing in ("Hold -the -Price Maturities"), the] [The] first price at which at least ten percent ("Substantial Amount") of the principal amount of each maturity of the Bonds having the same credit and payment terms (a "Maturity") was sold to a person (including an individual, trust, estate, partnership, association, company, or corporation) other than the Underwriter (the "Public") is set forth in the final Limited Offering Memorandum relating to the Bonds. (Add (b) and (c) only if there are Hold -the -Price maturities) (b) On or before the first day on which the Bond Purchase Agreement is entered into (the "Sale Date"), the Purchaser offered to the Public each Maturity of the Hold -the -Price Maturities at their respective initial offering prices (the "Initial Offering Prices"), as listed in the final Limited Offering Memorandum relating to the Bonds. (c) As set forth in the Bond Purchase Agreement, the Purchaser agreed in writing to neither offer nor sell any of the Hold -the -Price Maturities to any person at any higher price than the respective Initial Offering Price for such Maturity until a date that is the earlier of the close of the fifth business day after the Sale Date or the date on which the Purchaser sells a Substantial Amount of a Maturity of the Bonds to the Public at no higher price than the Initial Offering Price for such Maturity. A copy of the pricing wire or equivalent communication for the Bonds is attached to this Certificate as Schedule A. For purposes of this Issue Price Certificate, the term "Underwriter" means (1) (i) a person that agrees pursuant to a written contract with the Issuer to participate in the initial sale of the Bonds to the Public, or (ii) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (1)(i) of this paragraph (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Bonds to the Public) to participate in the initial sale of the Bonds to the Public, and (2) any person who has more than 50% common ownership, directly or indirectly, with a person described in clause (1) of this paragraph. [Signature Page Follows] B-1 4154-9297-3897.5 EXECUTED as of this day of , 2023. FMSBONDS, INC., as Underwriter By: Name: Theodore A. Swinarski Title: Senior Vice President — Trading B-2 4154-9297-3897.5 SCHEDULE A PRICING WIRE OR EQUIVALENT COMMUNICATION B-3 4154-9297-3897.5 ATTACHMENT I T4 ISSUE PRICE CERTIFICATE FINAL PRICING WIRE [See Attached] B-4 4154-9297-3897.5 APPENDIX C [LETTERHEAD OF WOLFE, TIDWELL & MCCOY LLP] October 10, 2023 FMSbonds, Inc. Regions Bank 5 Cowboys Way, Suite 300-25 3773 Richmond Ave., Suite 1100 Frisco, Texas 75034 Houston, Texas 77046 City of Anna, Texas 120 W. 71h Street Anna, Texas 75409 $7,419,000 CITY OF ANNA, TEXAS, SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2023 (THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT IMPROVEMENT AREA #1 PROJECT) Ladies and Gentlemen: The undersigned serves as the City Attorney for the City of Anna, Texas (the "City"), and has, in that capacity, provided legal review in connection with the issuance and sale of $7,419,000 "City of Anna, Texas, Special Assessment Revenue Bonds, Series 2023 (The Woods at Lindsey Place Public Improvement District Improvement Area #1 Project)" (the "Bonds"), by the City, a political subdivision of the State of Texas. The Bonds are authorized pursuant to an ordinance enacted by the City Council of the City (the "City Council") on September 12, 2023 (the "Bond Ordinance") and shall be issued pursuant to the provisions of the Public Improvement District Assessment Act, Subchapter A of Chapter 372, Texas Local Government Code, as amended (the "Act"), and the Indenture of Trust, dated as of September 15, 2023 (the "Indenture"), by and between the City and Regions Bank, as trustee (the "Trustee"). Capitalized terms not defined herein shall have the same meanings as in the Indenture, unless otherwise stated herein. In connection with rendering this opinion, we have reviewed: (a) The Resolution No. 2023-03-1378 (the "Creation Resolution") enacted by the City Council on February 14, 2023; (b) The Ordinance No. 2023-_ accepted and approved by City Council on September 12, 2023 (the "Assessment Ordinance"), and the amended and restated service and assessment plan (the "Service and Assessment Plan") attached as an exhibit thereto, as such Service and Assessment Plan was updated by the Bond Ordinance; (c) The Bond Ordinance; (d) The Indenture; C-1 4154-9297-3897.5 (e) the Improvement Area # 1 Funding and Reimbursement Agreement The Woods at Lindsey Place Public Improvement District, effective as of March 14, 2023 (the "Reimbursement Agreement"), executed and delivered by the City and D.R. Horton — Texas, Ltd., a Texas limited partnership (the "Developer"); (f) the Development Agreement, effective as of November 10, 2020, executed and delivered by the City and the LHJH Properties, Ltd., as assigned to the Developer, and as amended by The Woods at Lindsey Place Subdivision Improvement Agreement, executed and delivered by the City and the Developer, effective January 12, 2021, and as further amended by the First Amendment to Development Agreement and to The Woods at Lindsey Place Subdivision and Improvement Agreement, executed and delivered by the City and the Developer, effective January 24, 2023 (collectively, the "Development Agreement"); and (g) the Continuing Disclosure Agreement of Issuer with respect to the Bonds, dated as of October 12 2023 (the "Continuing Disclosure Agreement of Issuer"), executed and delivered by the City, P3Works, LLC, as PID Administrator, and Regions Bank, as Dissemination Agent. The Creation Resolution, the Assessment Ordinance, and Bond Ordinance shall hereinafter be referred to as the "Authorizing Documents" and the remaining documents shall hereinafter be collectively referred to as the "City Documents." In all such examinations, we have assumed that all signatures on documents and instruments executed by the City are genuine and that all documents submitted to me as copies conform to the originals. In addition, for purposes of this opinion, we have assumed the due authorization, execution, and delivery of the City Documents by all parties other than the City. Based upon and subject to the foregoing and the additional qualifications and assumptions set forth herein, we are of the opinion that: 1. The City is a home rule municipal corporation of the State of Texas and has all necessary power and authority to enter into and perform its obligations under the Authorizing Documents and the City Documents. The City has taken or obtained all actions, approvals, consents, and authorizations required of it by applicable laws in connection with the execution of the Authorizing Documents and the City Documents and the performance of its obligations thereunder. 2. To the best of our knowledge, there is no action, suit, proceeding, inquiry or investigation at law or in equity, before or by any court, public board or body, pending, or threatened against the City: (a) affecting the existence of the City or the titles of its officers to their respective offices; (b) in any way questioning the formation or existence of The Woods at Lindsey Place Public Improvement District (the "District"); (c) affecting, contesting or seeking to prohibit, restrain or enjoin the delivery of any of the Bonds, or the payment, collection or application of any amounts pledged or to be pledged to pay the principal of and interest on the Bonds, including the Assessments in the District pursuant to the provisions of the Assessment Ordinance and the Service and Assessment Plan referenced therein; (d) contesting or affecting the validity or enforceability or the City's performance of the City Documents; (e) contesting the exclusion of the interest on the Bonds from federal income taxation; or (f) which may result in any material adverse change relating to the financial condition of the City. C-2 4154-9297-3897.5 3. The Authorizing Documents were duly enacted by the City and remain in full force and effect on the date hereof. 4. The City Documents have been duly authorized, executed and delivered by the City and remain legal, valid, and binding obligations of the City enforceable against the City in accordance with their terms. However, the enforceability of the obligations of the City under such City Documents may be limited or otherwise affected by (a) bankruptcy, insolvency, reorganization, moratorium, and other laws affecting the rights of creditors generally, (b) principles of equity, whether considered at law or in equity, and (c) the application of Texas law relating to action by future councils and relating to governmental immunity applicable to governmental entities. 5. The performance by the City of the obligations under the Authorizing Documents and the City Documents will not violate any provision of any Federal or Texas constitutional or statutory provision. 6. No further consent, approval, authorization, or order of any court or governmental agency or body or official is required to be obtained by the City as a condition precedent to the performance by the City of its obligations under the Authorizing Documents and the City Documents. 7. The City has duly authorized and delivered the Preliminary Limited Offering Memorandum. 8. Based upon our limited participation in the preparation of the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum (collectively, the "Limited Offering Memorandum"), the statements and information contained in the Limited Offering Memorandum with respect to the City under the captions and subcaptions "ASSESSMENT PROCEDURES — Assessment Methodology" and "— Assessment Amounts," "THE CITY," "THE DISTRICT," and "LEGAL MATTERS — Litigation — The City" are fair and accurate summaries of the law and the documents and facts summarized therein. 9. The adoption of the Authorizing Documents, the execution and delivery of the City Documents and the compliance with the provisions of the Authorizing Documents and the City Documents under the circumstances contemplated thereby, to the best of our knowledge: (a) do not and will not in any material respect conflict with or constitute on the part of the City a breach of or default under any agreement to which the City is a party or by which it is bound, and (b) do not and will not in any material respect conflict with or constitute on the part of the City a violation, breach of or default under any existing law, regulation, court order or consent decree to which the City is subject. This opinion may not be relied upon by any other person except those specifically addressed in this letter. C-3 4154-9297-3897.5 APPENDIX D COATS I ROSE V PKt)I I:�>ION:AL CORPORATION City of Anna, Texas 120 W. 7th Street Anna, Texas 75409 McCall, Parkhurst & Horton L.L.P. 717 North Harwood, Suite 900 Dallas, Texas 75201 October 10, 2023 FMSbonds, Inc. 5 Cowboys Way, Suite 300-25 Frisco, Texas 75034 Regions Bank 3773 Richmond Ave., Suite 1100 Houston, Texas 77046 $7,419,000 CITY OF ANNA, TEXAS, SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2023 (THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT IMPROVEMENT AREA #1 PROJECT) Ladies and Gentlemen: In our capacity as counsel to D.R. Horton — Texas, Ltd., a Texas limited partnership (the "Developer"), and for purposes of rendering the opinions set forth herein, we have examined originals or copies, certified or otherwise identified to our satisfaction, of. - (a) The following documents (collectively, the "Material Documents"): (1) The Developer Letter of Representations executed by the Developer dated September 12, 2023; (2) the Improvement Area #1 Funding and Reimbursement Agreement The Woods at Lindsey Place Public Improvement District, effective as of March 14, 2023 (the "Reimbursement Agreement'), executed and delivered by the City and the Developer; (3) the Development Agreement, effective as of November 10, 2020, executed and delivered by the City and the LHJH Properties, Ltd., as assigned to the Developer, and as amended by The Woods at Lindsey Place Subdivision Improvement Agreement, executed and delivered by the City and the Developer, effective January 12, 2021, and as further amended by the First D-1 4154-9297-3897.5 Amendment to Development Agreement and to The Woods at Lindsey Place Subdivision and Improvement Agreement, executed and delivered by the City and the Developer, effective January 24, 2023 (collectively, the "Development Agreement") (4) Landowner Consent Certificate dated as of October 10, 2023; (5) The Continuing Disclosure Agreement of Developer with respect to the Bonds, dated as of October 1, 2023 (the "Continuing Disclosure Agreement of Developer"), executed and delivered by the Developer, P3 Works, LLC, as PID Administrator, and Regions Bank, as Dissemination Agent. (6) The Preliminary Limited Offering Memorandum, dated August 29, 2023, relating to the issuance of the Bonds (the "Preliminary Limited Offering Memorandum"); (7) The final Limited Offering Memorandum, dated September 12, 2023, relating to the issuance of the Bonds (together with the Preliminary Limited Offering Memorandum, the "Limited Offering Memorandum"); and (8) the General Certificate of the Developer and the Developer Closing Certificate, each dated as of the date hereof (together, the "Developer Certificate"). Opinions and Assurances Based solely upon the foregoing, and subject to the assumptions and limitations set forth herein, we are of the opinion that: 1. The Developer is qualified to transact business as limited partnership in the State of Texas. 2. The Developer has the power and authority to execute and deliver the Material Documents to which it is a party and to perform its obligations thereunder. 3. The execution and delivery by the Developer of the Material Documents to which it is a party, and the performance by the Developer of its obligations under such Material Documents, have been duly authorized by all necessary limited liability company action of the Developer. 4. The execution and delivery by the Developer of the Material Documents to which it is a party and the performance of the obligations of the Developer thereunder do not (i) violate any of the terms, conditions, or provisions of the Developer Organizational Documents; (ii) violate any applicable law; or (iii) conflict with or result in the breach of D-2 4154-9297-3897.5 any court decree or order of any governmental body identified in the Developer Certificate or otherwise actually known to the lawyers who have provided substantive attention to the representation reflected in this opinion binding upon or affecting the Developer, the conflict with which or breach of which would have a material, adverse effect on the ability of the Developer to perform its respective obligations under the Material Documents to which it is a party. 5. No governmental approval which has not been obtained or taken is required to be obtained or taken by the Developer on or before the date hereof as a condition to the performance by the Developer of its respective obligations under the Material Documents to which it is a party, except for governmental approvals that may be required to comply with certain covenants contained in the Material Documents (including, without limitation, covenants to comply with applicable laws). 6. There are no actions, suits or proceedings pending or, to our knowledge, threatened against the Developer identified in the Developer Certificate, or otherwise actually known to the lawyers who have provided substantive attention to the representation reflected in this opinion in any court of law or equity, or before or by any governmental instrumentality with respect to: (i) its organization or existence or qualification to do business in the State of Texas; (ii) its authority to execute or deliver the Material Documents to which it is a party; (iii) the titles of the parties executing the Material Documents; (iv) the execution, delivery, validity or enforceability of the Material Documents on behalf of the Developer; (v) the operations or financial condition of the Developer that would materially adversely affect those operations or the financial condition of the Developer; or (vi) the acquisition and construction of the property and improvements identified in the Limited Offering Memorandum the cost of which is to be funded or reimbursed, in whole or in part, by proceeds of the Bonds; or with respect to the validity or enforceability against it of such Material Documents or the transactions described therein. 7. The Developer has duly executed and delivered each of the Material Documents to which it is a party, and each of the Material Documents constitute the legal, valid, and binding obligations of the Developer, enforceable against the Developer in accordance with their respective terms, subject to the following qualifications: (i) the effect of applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the rights of creditors generally, and (ii) the effect of the exercise of judicial discretion in accordance with general principles of equity (whether applied by a court of law or of equity), and (iii) the effect that enforceability of the indemnification provisions therein may be limited, in whole or in part. The execution, delivery, and performance by the Developer of its respective obligations under the Material Documents do not violate any existing laws of the State of Texas applicable to the Developer. 8. The execution and delivery of the Material Documents do not, and the transactions described therein may be consummated and the terms and conditions thereof may be observed and performed in a manner that does not, conflict with or constitute a breach of or default under any loan agreement, indenture, bond note, resolution, agreement or other D-3 4154-9297-3897.5 instrument to which the Developer is a party or is otherwise subject and which have been identified in the Developer Certificate, which violation, breach or default would materially adversely affect the Developer or its performance of its respective obligations under the transactions described in the Material Documents; nor will any such execution, delivery, adoption, fulfillment, or compliance result in the creation or imposition of any lien, charge, or other security interest or encumbrance of any nature whatsoever upon any of the property or assets of the Developer, except as expressly described in the Material Documents (a) under applicable law or (b) under any such loan agreement, indenture, bond note, resolution, agreement, or other instrument. 9. The information set forth in the Limited Offering Memorandum in the maps on pages (ii), (iii), and (iv) and under the captions "PLAN OF FINANCE" (except for the subcaption The Bonds"), "THE IMPROVEMENT AREA #1 PROJECTS," "THE DEVELOPMENT," "THE DEVELOPER," "BONDHOLDERS' RISKS" (only as it pertains to the Developer, the Improvement Area # 1 Projects, and the Development (as defined in the Limited Offering Memorandum))," "LEGAL MATTERS — Litigation — The Developer," and "CONTINUING DISCLOSURE — The Developer" and "— The Developer's Compliance with Prior Undertakings" adequately and fairly describes the information summarized on such pages and under such captions and are correct as to matters of law. Subject to the below qualifications and based upon our participation in the preparation of the Limited Offering Memorandum and our participation at conferences with representatives of the Underwriter and its counsel, of the City and its counsel, and with representatives of the Developer at which the Limited Offering Memorandum and related matters were discussed, and although we have not independently verified the information in the Limited Offering Memorandum and are not passing upon and do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Limited Offering Memorandum and any amendment or supplement thereto, no facts have come to our attention that lead us to believe that the information set forth under the captions referenced in the preceding paragraph as of the date of the Limited Offering Memorandum and the date hereof, contained or contains any untrue statement of a material fact, or omitted or omits to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. D-4 4154-9297-3897.5 EXHIBIT E CLOSING CERTIFICATE OF DEVELOPER D.R. Horton — Texas, Ltd., a Texas limited partnership (the "Developer"), DOES HEREBY CERTIFY the following as of the date hereof. All capitalized terms not otherwise defined herein shall have the meaning given to such term in the Limited Offering Memorandum. 1. The Developer is a limited partnership organized, validly existing and in good standing under the laws of the State of Texas. 2. Representatives of the Developer have provided information to the City of Anna, Texas (the "City") and FMSbonds, Inc. (the "Underwriter") to be used in connection with the offering by the City of its $7,419,000 aggregate principal amount of Special Assessment Revenue Bonds, Series 2023 (The Woods at Lindsey Place Public Improvement District Improvement Area #1 Project) (the "Bonds"), pursuant to the Preliminary Limited Offering Memorandum, dated August 29, 2023 (the "Preliminary Limited Offering Memorandum"), and Limited Offering Memorandum dated September 12, 2023 (the "Limited Offering Memorandum"). 3. The Developer has delivered to the Underwriter and the City true, correct, complete and fully executed copies of the Developer's organizational documents, and such documents have not been amended or supplemented since delivery to the Underwriter and the City and are in full force and effect as of the date hereof. 4. The Developer has delivered to the Underwriter and the City a (i) Certificate of Status from the Texas Secretary of State and (ii) verification of franchise tax account status from the Texas Comptroller of Public Accounts for the Developer. 5. The Developer has executed and delivered each of the below listed documents (individually, a "Developer Document" and collectively, the "Developer Documents") in the capacity provided for in each such Developer Document, and each such Developer Document constitutes a valid and binding obligation of the Developer, enforceable against the Developer in accordance with its terms: (a) the Developer Letter of Representations dated September 12, 2023; (b) the Improvement Area #1 Funding and Reimbursement Agreement The Woods at Lindsey Place Public Improvement District, effective as of March 14, 2023 (the "Reimbursement Agreement"), executed and delivered by the City and the Developer; (c) the Development Agreement, effective as of November 10, 2020, executed and delivered by the City and the LHJH Properties, Ltd., as assigned to the Developer, and as amended by The Woods at Lindsey Place Subdivision Improvement Agreement, executed and delivered by the City and the Developer, effective January 12, 2021, and as further amended by the First Amendment to Development Agreement and to The Woods at Lindsey Place Subdivision and Improvement Agreement, executed and delivered by E-1 4154-9297-3897.5 the City and the Developer, effective January 24, 2023 (collectively, the "Development Agreement") (d) the Landowner Consent Certificate executed by the Developer as of October 10, 2023 (the "Landowner Certificate"); and (e) the Continuing Disclosure Agreement of Developer with respect to the Bonds, dated as of October 1, 2023 (the "Continuing Disclosure Agreement of Developer"), executed and delivered by the Developer, P3Works, LLC, as PID Administrator, and Regions Bank, as dissemination agent. 6. The Developer or other development entities affiliated with the Developer owned all of the Improvement Area #1 Assessed Property (as defined in the Service and Assessment Plan) located in Improvement Area #1 of the District on the date that the Assessment Ordinance was adopted and such landowners are not entities that may claim a homestead right under Texas law. 7. The Developer has complied in all material respects with all of the Developer's agreements and covenants and satisfied all conditions required to be complied with or satisfied by the Developer under the Developer Documents on or prior to the date hereof. 8. The representations and warranties of the Developer contained in the Developer Documents are true and correct in all material respects on and as of the date hereof. 9. The execution and delivery of the Developer Documents by the Developer does not violate any judgment, order, writ, injunction or decree binding on the Developer or any indenture, agreement, or other instrument to which the Developer is a party. There are no proceedings pending or threatened in writing before any court or administrative agency against the Developer that is either not covered by insurance or which singularly or collectively would have a material, adverse effect on the ability of the Developer to perform its obligations under the Developer Documents in all material respects or that would reasonably be expected to prevent or prohibit the development of the District in accordance with the description thereof in the Limited Offering Memorandum. 10. The Developer has reviewed and approved the information contained in the Preliminary Limited Offering Memorandum in all of the maps included therein and under the captions and subcaptions "PLAN OF FINANCE" (except for the subcaption "— The Bonds"), "THE IMPROVEMENT AREA #1 PROJECTS," "THE DEVELOPMENT" and "THE DEVELOPER" and, to the Developer's knowledge after due inquiry, under, the captions "BONDHOLDERS' RISKS" (only as it pertains to the Developer, the Improvement Area #1 Projects, and the Development (as defined in the Limited Offering Memorandum)), "LEGAL MATTERS — Litigation — The Developer," "CONTINUING DISCLOSURE — The Developer" and "— The Developer's Compliance with Prior Undertakings," "SOURCES OF INFORMATION — Source of Certain Information," "APPENDIX E-2," "APPENDIX F," and "APPENDIX G" (collectively, the "Developer Disclosures") and certifies that the same does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they are E-2 4154-9297-3897.5 made, not misleading, as of the date of the Preliminary Limited Offering Memorandum and as of the date of the Limited Offering Memorandum; provided, however, that the foregoing certification is not a certification as to the accuracy, completeness or fairness of any of the other statements contained in the Preliminary Limited Offering Memorandum or the Limited Offering Memorandum. 11. The Developer has reviewed and approved the information contained in the Developer Disclosures in the Limited Offering Memorandum and certifies that the same is true and correct and does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading, as of the date of the Limited Offering Memorandum and as of the date hereof; provided, however, that the foregoing certification is not a certification as to the accuracy, completeness or fairness of any of the other statements contained in the Limited Offering Memorandum. 12. To the Developer's knowledge, the Developer is in compliance in all material respects with all provisions of applicable law relating to the Developer in connection with the Development. Except as otherwise described in the Limited Offering Memorandum: (a) to the Developer's knowledge, there is no default of any zoning condition, land use permit or development agreement binding upon the Developer or any portion of the Development that would materially and adversely affect the Developer's ability to complete or cause to be completed the development of the property within Improvement Area #1 of the District as described in the Limited Offering Memorandum; and (b) the Developer has no reason to believe that any additional permits, consents and licenses required to complete the development of the property within Improvement Area #1 of the District as and in the manner described in the Limited Offering Memorandum will not be reasonably obtainable in due course. 13. The Developer is not insolvent and has not made an assignment for the benefit of creditors, filed, or consented to a petition in bankruptcy, petitioned or applied (or consented to any third -parry petition or application) to any tribunal for the appointment of a custodian, receiver or any trustee or commenced any proceeding under any bankruptcy, reorganization, arrangement, readjustment of debt, dissolution or liquidation law or statute of any jurisdiction. 14. The levy of the Assessments on property in Improvement Area #1 of the District owned by the Developer will not conflict with or constitute a breach of or default under any agreement, mortgage, deed of trust, indenture, or other instrument to which the Developer is a party or to which the Developer or any of its property or assets is subject. 15. The Developer is not in default under any mortgage, trust indenture, lease or other instrument to which it or any of its assets is subject, which default would have a material and adverse effect on the Bonds or the Developer's ability to perform its obligations under the Developer Documents. 16. The Developer has no knowledge of any physical condition of the Development owned or to be developed by the Developer that currently requires, or currently is reasonably expected to require in the process of development investigation or remediation under any E-3 4154-9297-3897.5 applicable federal, state, or local governmental laws or regulations relating to the environment in any material and adverse respect. Signature page follows. E-4 4154-9297-3897.5 D.R. Horton — Texas, Ltd. a Texas limited partnership By: D.R. Horton, Inc. a Delaware corporation Its Authorized Agent 0 E-5 4154-9297-3897.5 David L. Booth, Assistant Vice President APPENDIX F [LETTERHEAD OF P3 WORKS, LLC] City of Anna, Texas 120 W. 7th Street Anna, Texas 75409 McCall, Parkhurst & Horton L.L.P. 717 North Harwood, Suite 900 Dallas, Texas 75201 1, 2023 FMSbonds, Inc. 5 Cowboys Way, Suite 300-25 Frisco, Texas 75034 Regions Bank 3773 Richmond Ave., Suite 1100 Houston, Texas 77046 Re: City of Anna, Texas, Special Assessment Revenue Bonds, Series 2023 (The Woods at Lindsey Place Public Improvement District Improvement Area #1 Project) (the "Bonds") Ladies and Gentlemen: The undersigned, , representative of P3Works, LLC ("P3Works"), consultant in connection with the creation by the City of Anna, Texas (the "City"), of The Woods at Lindsey Place Public Improvement District (the "District"), does hereby represent the following: 1. P3Works has supplied certain information contained in the Preliminary Limited Offering Memorandum for the Bonds, dated August 29, 2023, and the final Limited Offering Memorandum for the Bonds, dated September 12, 2023 (together, the "Limited Offering Memorandum"), relating to the issuance of the Bonds by the City, as described above. The information P3Works provided for the Limited Offering Memorandum is located (a) under the captions "ASSESSMENT PROCEDURES" and "THE ADMINISTRATOR" and (b) in the Service and Assessment Plan (the "SAP") for the City located in APPENDIX C to the Limited Offering Memorandum. 2. At the request of the City, P3Works has prepared the SAP and acknowledges and agrees that the SAP will be included in the Limited Offering Memorandum for the Bonds. 3. To the best of my professional knowledge and belief, the portions of the Limited Offering Memorandum described in paragraph 1 above do not contain an untrue statement of a material fact as to the information and data set forth therein, and does not omit to state a material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. 4. P3Works agrees to the inclusion of the SAP in the Limited Offering Memorandum and use of its name in the Limited Offering Memorandum for the Bonds. F-1 4154-9297-3897.5 5. P3Works agrees that, to the best of its ability, it will inform you immediately should it learn of any event(s) or information of which you are not aware subsequent to the date of this letter and prior to the actual time of delivery of the Bonds (anticipated to occur on or about October 10, 2023) which would render any such information in the Limited Offering Memorandum untrue, incomplete, or incorrect, in a material fact or render any such information materially misleading. 6. The undersigned hereby represents that he or she has been duly authorized to execute this letter of representation. Sincerely yours, P3Works, LLC By: Its: F-2 4154-9297-3897.5 APPENDIX G [LETTERHEAD OF PEYCO SOUTHWEST REALTY, INC.] [ ], 2023 City of Anna, Texas FMSbonds, Inc. 120 W. 71h Street 5 Cowboys Way, Suite 300-25 Anna, Texas 75409 Frisco, Texas 75034 McCall, Parkhurst & Horton L.L.P. 717 North Harwood, Suite 900 Dallas, Texas 75201 Regions Bank 3773 Richmond Ave., Suite 1100 Houston, Texas 77046 Re: City of Anna, Texas, Special Assessment Revenue Bonds, Series 2023 (The Woods at Lindsey Place Public Improvement District Improvement Area #1 Project) (the "Bonds") Ladies and Gentlemen: The undersigned, , representative of Peyco Southwest Realty, Inc. (the "Appraiser"), the appraiser of the undeveloped property contained in Improvement Area #1 of The Woods at Lindsey Place Public Improvement District (the "District"), does hereby represent the following: 1. The Appraiser has supplied certain information contained in the Preliminary Limited Offering Memorandum for the Bonds, dated August 29, 2023, and the Limited Offering Memorandum for the Bonds, dated September 12, 2023 (together, the "Limited Offering Memorandum"), relating to the issuance of the Bonds by the City of Anna, Texas, as described above. The information provided by the Appraiser for the Limited Offering Memorandum is the real estate appraisal of Improvement Area #1 of the District (the "Appraisal"), located in APPENDIX H to the Limited Offering Memorandum, and the description thereof, set forth under the caption "APPRAISAL." 2. To the best of my professional knowledge and belief, as of the date of the Appraisal, the portion of the Limited Offering Memorandum described above does not contain an untrue statement of a material fact as to the information and data set forth therein, and does not omit to state a material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. 3. The Appraiser agrees to the inclusion of the Appraisal in the Limited Offering Memorandum and the use of its name in the Limited Offering Memorandum for the Bonds. 4. The Appraiser agrees that, to the best of its ability, it will inform you immediately should it learn of any event(s) or information of which you are not aware subsequent to the date of this letter and prior to the actual time of delivery of the Bonds (anticipated to occur on or G-1 4154-9297-3897.5 about October 10, 2023) which would render any such information in the Limited Offering Memorandum untrue, incomplete, or incorrect, in a material fact or render any statement in the appraisal materially misleading. 5. The undersigned hereby represents that he or she has been duly authorized to execute this letter of representations. Sincerely yours, Peyco Southwest Realty, Inc. By: Its: G-2 4154-9297-3897.5 CONTINUING DISCLOSURE AGREEMENT C-1 Draft 08.08.2023 CITY OF ANNA, TEXAS, SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2023 (THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT IMPROVEMENT AREA #1 PROJECT) CONTINUING DISCLOSURE AGREEMENT OF ISSUER This Continuing Disclosure Agreement of Issuer, dated as of October 1, 2023 (this "Disclosure Agreement"), is executed and delivered by and among the City of Anna, Texas (the "Issuer"), P3 Works, LLC (the "Administrator"), and Regions Bank, acting solely in its capacity as dissemination agent (the "Dissemination Agent"), with respect to the Issuer's "Special Assessment Revenue Bonds, Series 2023 (The Woods at Lindsey Place Public Improvement District Improvement Area #1 Project)" (the `Bonds"). The Issuer, the Administrator, and the Dissemination Agent covenant and agree as follows: SECTION 1. Purpose of the Disclosure Agreement. This Disclosure Agreement is being executed and delivered by the Issuer, the Administrator, and the Dissemination Agent for the benefit of the Owners (defined below) and beneficial owners of the Bonds. Unless and until a different filing location is designated by the MSRB (defined below) or the SEC (defined below), all filings made by the Dissemination Agent pursuant to this Disclosure Agreement shall be filed with the MSRB through EMMA (defined below). SECTION 2. Definitions. In addition to the definitions set forth above and in the Indenture of Trust dated as of September 15, 2023, relating to the Bonds (the "Indenture"), which apply to any capitalized term used in this Disclosure Agreement, including the Exhibits hereto, the following capitalized terms shall have the following meanings: "Administrator" shall have the meaning assigned to such term in the Indenture. The initial Administrator is P3Works, LLC. "Annual Collection Costs" shall have the meaning assigned to such term in the Indenture. "Annual Collections Report" shall mean any Annual Collections Report provided by the Issuer pursuant to, and as described in, Section 5 of this Disclosure Agreement. "Annual Collections Report Filing Date" shall mean, for each Fiscal Year succeeding the reporting Fiscal Year, the date that is three (3) months after the Final Assessment Payment Date, which Annual Collections Report Filing Date is currently April 30. "Annual Financial Information" shall mean annual financial information as such term is used in paragraph (b)(5)(i) of the Rule and specified in subsection 4(a) of this Disclosure Agreement. "Annual Installment" shall have the meaning assigned to such term in the Indenture. "Annual Issuer Report" shall mean any Annual Issuer Report provided by the Issuer pursuant to, and as described in, Sections 3 and 4 of this Disclosure Agreement. 4131-0566-6633.1 "Annual Issuer Report Filing Date" shall mean, for each Fiscal Year, the date that is six (6) months after the end of the Issuer's Fiscal Year, which Annual Issuer Report Filing Date is currently March 31. "Annual Service Plan Update" shall have the meaning assigned to such term in the Indenture. "Assessments" shall have the meaning assigned to such term in the Indenture. "Business Day" shall have the meaning assigned to such term in the Indenture. "Collections Reporting Date" shall mean, for each Tax Year, the date that is one (1) month after the Delinquency Date, which Collections Reporting Date is currently March 1. "Delinquency Date" shall mean February 1 of the year following the year in which the Assessments were billed or as may be otherwise defined in Section 31.02 of the Texas Tax Code, as amended. "Developer" shall mean D.R. Horton — Texas, Ltd., a Texas limited partnership. "Disclosure Agreement of Developer" shall mean the Continuing Disclosure Agreement of Developer related to the Bonds, dated as of October 1, 2023, executed and delivered by the Developer, the Administrator, and the Dissemination Agent. "Disclosure Representative" shall mean the Finance Director or City Manager of the Issuer or his or her designee or such other officer or employee as the Issuer may designate in writing to the Dissemination Agent from time to time. "Dissemination Agent" shall mean Regions Bank, acting solely in its capacity as dissemination agent, or any successor Dissemination Agent designated in writing by the Issuer and which has filed with the Trustee a written acceptance of such designation. "District" shall mean The Woods at Lindsey Place Public Improvement District. "EMMA" shall mean the Electronic Municipal Market Access System currently available on the intemet at http://emma.msrb.org. "Final Assessment Payment Date" shall mean the calendar day preceding the Delinquency Date. "Financial Obligation" shall mean a (a) debt obligation; (b) derivative instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation; or (c) guarantee of a debt obligation or any such derivative instrument; provided that "financial obligation" shall not include municipal securities (as defined in the Securities Exchange Act of 1934, as amended) as to which a final official statement (as defined in the Rule) has been provided to the MSRB consistent with the Rule. "Fiscal Year" shall mean the Issuer's fiscal year, currently the twelve-month period from October 1 through September 30. 4131-0566-6633.1 "Improvement Area # 1 " shall have the meaning assigned to such term in the Indenture. "Listed Events" shall mean any of the events listed in subsection 6(a) of this Disclosure Agreement. "MSRB" shall mean the Municipal Securities Rulemaking Board or any other entity designated or authorized by the SEC to receive continuing disclosure reports pursuant to the Rule. "Other Obligations" shall have the meaning assigned to such term in the Indenture. "Outstanding" shall have the meaning assigned to such term in the Indenture. "Owner" shall have the meaning assigned to such term in the Indenture. "Participating Underwriter" shall mean FMSbonds, Inc., and its successors and assigns. "PID Act" shall mean Chapter 372, Texas Local Government Code, as amended. "Prepayment" shall have the meaning assigned to such term in the Indenture. "Rule" shall mean Rule 15c2-12 adopted by the SEC under the Securities Exchange Act of 1934, as the same may be amended from time to time. "SAP Update" shall have the meaning assigned such term in subsection 4(a)(iii) of this Disclosure Agreement. "SEC" shall mean the United States Securities and Exchange Commission. "Service and Assessment Plan" shall have the meaning assigned to such term in the Indenture. "Tax Year" means the calendar year, or as may be otherwise defined in Section 1.04 of the Texas Tax Code, as amended. "Trustee" shall have the meaning assigned to such term in the Indenture. SECTION 3. Provision of Annual Issuer Reports. (a) For each Fiscal Year, commencing with the Fiscal Year ending September 30, 2023, the Issuer shall cause, pursuant to written direction, and hereby directs the Dissemination Agent to provide or cause to be provided to the MSRB, in the electronic or other format required by the MSRB, not later than the Annual Issuer Report Filing Date, an Annual Issuer Report provided to the Dissemination Agent which is consistent with the requirements of and within the time periods specified in Section 4 of this Disclosure Agreement. In each case, the Annual Issuer Report may be submitted as a single document or as separate documents comprising a package and may include by reference other information as provided in Section 4 of this Disclosure Agreement. If the Issuer's Fiscal Year changes, it shall file notice of such change (including the date of the new Fiscal Year) with the MSRB prior to the next Annual Issuer Report Filing Date. All documents provided to the MSRB shall be accompanied by identifying information as prescribed by the MSRB. 3 4131-0566-6633.1 Not later than ten (10) days prior to the Annual Issuer Report Filing Date, the Issuer shall provide the Annual Issuer Report to the Dissemination Agent together with written direction to file such Annual Issuer Report with the MSRB. The Dissemination Agent shall provide such Annual Issuer Report to the MSRB not later than ten (10) days from receipt of such Annual Issuer Report from the Issuer, but in no event later than the Annual Issuer Report Filing Date for such Fiscal Year. If by the fifth (5t') day before the Annual Issuer Report Filing Date the Dissemination Agent has not received a copy of the Annual Issuer Report, the Dissemination Agent shall contact the Disclosure Representative by telephone and in writing (which may be by e-mail) to remind the Issuer of its undertaking to provide the applicable Annual Issuer Report pursuant to this subsection (a). Upon such reminder, the Disclosure Representative shall either (i) provide the Dissemination Agent with an electronic copy of the Annual Issuer Report no later than two (2) Business Days prior to the Annual Issuer Report Filing Date, or (ii) instruct the Dissemination Agent in writing that the Issuer will not be able to provide the Annual Issuer Report by the Annual Issuer Report Filing Date, state the date by which the Annual Issuer Report for such year will be provided, and instruct the Dissemination Agent to immediately send a notice to the MSRB in substantially the form attached as Exhibit A; provided, however, that in the event the Disclosure Representative is required to act under either (1) or (ii) described above, the Dissemination Agent still must file the Annual Issuer Report or the notice of failure to file, as applicable, to the MSRB no later than the Annual Issuer Report Filing Date; provided further, however, that in the event the Disclosure Representative fails to act under either (i) or (ii) described above, the Dissemination Agent shall file a notice of failure to file no later than the last Business Day prior to the Annual Issuer Report Filing Date. (b) The Issuer shall or shall cause the Dissemination Agent pursuant to written direction to: (i) determine the filing address or other filing location of the MSRB each year prior to filing the Annual Issuer Report; and (ii) file the Annual Issuer Report containing or incorporating by reference the information set forth in Section 4 hereof. (c) If the Issuer has provided the Dissemination Agent with the completed Annual Issuer Report and the Dissemination Agent has filed such Annual Issuer Report with the MSRB, then the Dissemination Agent shall file a report with the Issuer certifying that the Annual Issuer Report has been provided pursuant to this Disclosure Agreement, stating the date it was provided and that it was filed with the MSRB, which report shall include a filing receipt from the MSRB. SECTION 4. Content and Timiniz of Annual Issuer Reports. The Annual'Issuer Report for the Bonds shall contain or incorporate by reference, and the Issuer agrees to provide or cause to be provided to the Dissemination Agent to file by the Annual Issuer Report Filing Date, the following: (a) Annual Financial Information. The following Annual Financial Information (any or all of which may be unaudited): (i) Tables setting forth the following information, as of the end of such Fiscal Year: 4 4131-0566-6633.1 (A) For the Bonds, the maturity date(s), the interest rate(s), the original aggregate principal amount(s), the principal amount(s) remaining Outstanding, and the total interest amount due on the aggregate principal amount Outstanding; (B) The amounts in the funds and accounts securing the Bonds and a description of the related investments; (C) The assets and liabilities of the Trust Estate. (ii) Financial information and operating data with respect to the Issuer of the general type and in substantially similar form to that shown in the tables provided under Sections 4(a)(ii) of Exhibit B attached hereto. Such information shall be provided as of the end of the reporting Fiscal Year; (iii) Any updates to the Service and Assessment Plan, including the Annual Service Plan Update (together, a "SAP Update"); (iv) A description of any amendment to this Disclosure Agreement and a copy of any restatements to the Issuer's audited financial statements during such Fiscal Year. (b) Audited Financial Statements. The audited financial statements of the Issuer for the most recently ended Fiscal Year, prepared in accordance with generally accepted accounting principles applicable from time to time to the Issuer and that have been audited by an independent certified public accountant, but only if available by the Annual Issuer Report Filing Date. If the audited financial statements of the Issuer are not available within twelve months after the end of the Fiscal Year, the Issuer shall provide notice that the audited financial statements are not available, file unaudited financial statements within such twelve-month period, and file audited financial statements when prepared and available. (c) A form for submitting the information described in subsection 4(a) above is attached as Exhibit B hereto. Any or all of the items listed above may be included by specific reference to other documents, including disclosure documents of debt issues of the Issuer, which have been submitted to and are publicly accessible from the MSRB. If the document included by reference is a final offering document, it must be available from the MSRB. The Issuer shall clearly identify each such other document so included by reference. The Administrator, and if no Administrator is designated, Issuer's staff, shall prepare the Annual Financial Information. In all cases, the Issuer shall have the sole responsibility for the content, design, and other elements comprising substantive contents of the Annual Issuer Reports under this Section 4. SECTION 5. Annual Collections Report. (a) For each Fiscal Year succeeding the reporting Fiscal Year, the Issuer shall cause, pursuant to written direction, and hereby directs the Dissemination Agent to provide or cause to be provided to the MSRB, in the electronic or other format required by the MSRB, not later than the Annual Collections Report Filing Date, an Annual Collections Report provided to the Dissemination Agent which complies with the requirements specified in this Section 5; provided that the Issuer may provide the Annual Collections Report as part of the Annual Issuer Report, if such Annual Collections Report is available 5 4131-0566-6633.1 when the Annual Issuer Report is provided to the MSRB. All documents provided to the MSRB shall be accompanied by identifying information as prescribed by the MSRB. Not later than ten (10) days prior to the Annual Collections Report Filing Date, the Issuer shall provide the Annual Collections Report to the Dissemination Agent together with written direction to file such Annual Collections Report with the MSRB. The Dissemination Agent shall provide such Annual Collections Report to the MSRB not later than ten (10) days from receipt of such Annual Collections Report from the Issuer, but in no event later than the Annual Collections Report Filing Date. If by the fifth (5th) day before the Annual Collections Report Filing Date the Dissemination Agent has not received a copy of the Annual Collections Report, the Dissemination Agent shall contact the Disclosure Representative in writing (which may be by e-mail) to remind the Issuer of its undertaking to provide the applicable Annual Collections Report pursuant to this subsection (a). Upon such reminder, the Disclosure Representative shall either (i) provide the Dissemination Agent with an electronic copy of the Annual Collections Report no later than two (2) Business Days prior to the Annual Collections Report Filing Date, or (ii) instruct the Dissemination Agent in writing that the Issuer will not be able to provide the Annual Collections Report by the Annual Collections Report Filing Date, state the date by which the Annual Collections Report for such year will be provided, and instruct the Dissemination Agent to immediately send a notice to the MSRB in substantially the form attached as Exhibit A hereto; provided, however, that in the event the Disclosure Representative is required to act under either (i) or (ii) described above, the Dissemination Agent still must file the Annual Collections Report or the notice of failure to file, as applicable, to the MSRB no later than the Annual Collections Report Filing Date; provided further, however, that in the event the Disclosure Representative fails to act under either (i) or (ii) described above, the Dissemination Agent shall file a notice of failure to file no later than the last Business Day prior to the Annual Collections Report Filing Date. (b) The Annual Collections Report for the Bonds shall contain, and the Issuer agrees to provide or cause to be provided to the Dissemination Agent to file by the Annual Collections Report Filing Date, certain financial information and operating data with respect to collection of the Assessments of the general type and in substantially similar form to that shown in the tables provided in Exhibit C attached hereto. Such information shall cover the period beginning the first (11T} day of the Fiscal Year succeeding the reporting Fiscal Year through the Collections Reporting Date. If the State Legislature amends the definition of Delinquency Date or Tax Year, the City shall file notice of such change or changes with the MSRB prior to the next Annual Collections Report Filing Date. The Administrator, and if no Administrator is designated, Issuer's staff, shall prepare the Annual Collections Report. In all cases, the Issuer shall have the sole responsibility for the content, design, and other elements comprising substantive contents of the Annual Collections Report under this Section 5. SECTION 6. Reporting of Significant Events. (a) Pursuant to the provisions of this Section 6, each of the following is a Listed Event with respect to the Bonds: 1. Principal and interest payment delinquencies. 2. Non-payment related defaults, if material. 3. Unscheduled draws on debt service reserves reflecting financial difficulties. 6 4131-0566-6633.1 4. Unscheduled draws on credit enhancements reflecting financial difficulties. 5. Substitution of credit or liquidity providers, or their failure to perform. 6. Adverse tax opinions, the issuance by the IRS of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices or determinations with respect to the tax status of the Bonds, or other material events affecting the tax status of the Bonds. 7. Modifications to rights of Owners, if material. S. Bond calls, if material, and tender offers. 9. Defeasances. 10. Release, substitution, or sale of property securing repayment of the bonds, if material. 11. Rating changes. 12. Bankruptcy, insolvency, receivership or similar event of the Issuer. 13. The consummation of a merger, consolidation, or acquisition of the Issuer, or the sale of all or substantially all of the assets of the Issuer, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material. 14. Appointment of a successor or additional trustee under the Indenture or the change of name of a trustee, if material. 15. Incurrence of a Financial Obligation of the Issuer, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a Financial Obligation of the Issuer, any of which affect security holders, if material. 16. Default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a Financial Obligation of the Issuer, any of which reflect financial difficulties. Any sale by the Developer of real property within Improvement Area #1 in the ordinary course of the Developer's business will not constitute a Listed Event for the purposes of paragraph (10) above. For these purposes, any event described in paragraph (12) above is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent, or similar officer for the Issuer in a proceeding under the United States Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the Issuer, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement, or 7 4131-0566-6633.1 liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the Issuer. The Issuer intends the words used in paragraphs (15) and (16) above and the definition of Financial Obligation to have the same meanings as when they are used in the Rule, as evidenced by SEC Release No. 34-83885, dated August 20, 2018. For the avoidance of doubt, the incurrence of Other Obligations without the filing of a corresponding official statement with the MSRB will constitute the incurrence of a material Financial Obligation for which a notice of a Listed Event in accordance with this Section 6 must be filed with the MSRB. Upon the occurrence of a Listed Event, the Issuer shall promptly notify the Dissemination Agent in writing and the Issuer shall direct the Dissemination Agent to file a notice of such occurrence with the MSRB. The Dissemination Agent shall file such notice no later than the Business Day immediately following the day on which it receives written notice of such occurrence from the Issuer. Any such notice is required to be filed within ten (10) Business Days of the occurrence of such Listed Event. Any notice under the preceding paragraphs shall be accompanied with the text of the disclosure that the Issuer desires to make, the written authorization of the Issuer for the Dissemination Agent to disseminate such information as provided herein, and the date the Issuer desires for the Dissemination Agent to disseminate the information. In all cases, the Issuer shall have the sole responsibility for the content, design and other elements comprising substantive contents of all disclosures made under this Section 6. In addition, the Issuer shall have the sole responsibility to ensure that any notice required to be filed under this Section 6 is filed within ten (10) Business Days of the occurrence of the Listed Event. (b) The Dissemination Agent shall, promptly, and not more than five (5) Business Days of obtaining actual knowledge of the occurrence of any Listed Event with respect to the Bonds, notify the Disclosure Representative in writing of such Listed Event. The Dissemination Agent shall not be required to file a notice of the occurrence of such Listed Event with the MSRB unless and until it receives written instructions from the Disclosure Representative to do so. If the Dissemination Agent has been instructed in writing by the Disclosure Representative on behalf of the Issuer to report the occurrence of a Listed Event under this subsection (b), the Dissemination Agent shall file a notice of such occurrence with the MSRB no later than two (2) Business Days following the day on which it receives such written instructions. It is agreed and understood that the duty to make or cause to be made the disclosures herein is that of the Issuer and not that of the Dissemination Agent. It is agreed and understood that the Dissemination Agent has agreed to give the foregoing notice to the Issuer as an accommodation to assist it in monitoring the occurrence of such event, but is under no obligation to investigate whether any such event has occurred. As used above, "actual knowledge" means the actual fact or statement of knowing, without a duty to make any investigation with respect thereto. In no event shall the Dissemination Agent be liable in damages or in tort to the Issuer, the Participating Underwriter, the Trustee; or any Owner or beneficial owner of any interests in the Bonds as a result of its failure to give the foregoing notice or to give such notice in a timely fashion. (c) If in response to a notice from the Dissemination Agent under subsection (b), the Issuer determines that the Listed Event under number 2, 7, 8 (as to bond calls only), 10, 13, 14, or 15 of subparagraph (a) above is not material under applicable federal securities laws, the Issuer shall promptly, 8 4131-0566-6633.1 but in no case more than five (5) Business Days after the occurrence of the event, notify the Dissemination Agent and the Trustee (if the Dissemination Agent is not the Trustee) in writing and instruct the Dissemination Agent not to report the occurrence pursuant to subsection (b). SECTION 7. Termination of Reporting obligations. The obligations of the Issuer, the Administrator, and the Dissemination Agent under this Disclosure Agreement shall terminate upon the legal defeasance, prior redemption or payment in full of all of the Bonds, when the Issuer is no longer an obligated person with respect to the Bonds, or upon delivery by the Disclosure Representative to the Dissemination Agent and the Administrator of an opinion of nationally recognized bond counsel to the effect that continuing disclosure is no longer required. So long as any of the Bonds remain Outstanding, the Administrator and the Dissemination Agent may assume that the Issuer is an obligated person with respect to the Bonds until they receive written notice from the Disclosure Representative stating that the Issuer is no longer an obligated person with respect to the Bonds, and the Dissemination Agent and the Administrator may conclusively rely upon such written notice with no duty to make investigation or inquiry into any statements contained or matters referred to in such written notice. If such termination occurs prior to the final maturity of the Bonds, the Issuer shall give notice of such termination in the same manner as for a Listed Event with respect to the Bonds under Section 6(a). SECTION 8. Dissemination Agent. The Issuer may, from time to time, appoint or engage a Dissemination Agent or successor Dissemination Agent to assist it in carrying out its obligations under this Disclosure Agreement, and may discharge such Dissemination Agent, with or without appointing a successor Dissemination Agent. If the Issuer discharges the Dissemination Agent without appointing a successor Dissemination Agent, the Issuer shall use best efforts to appoint a successor Dissemination Agent within 30 days of such discharge. If at any time there is not any other designated Dissemination Agent, the Issuer shall be the Dissemination Agent. SECTION 9. Amendment; Waiver. Notwithstanding any other provisions of this Disclosure Agreement, the Issuer, the Administrator, and the Dissemination Agent may amend this Disclosure Agreement (and the Dissemination Agent shall not unreasonably withhold its consent to any amendment so requested in writing by the Issuer or the Administrator), and any provision of this Disclosure Agreement may be waived, provided that the following conditions are satisfied: (a) If the amendment or waiver relates to the provisions of Sections 3(a), 4, 5, or 6(a), it may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law, or change in the identity, nature or status of an obligated person with respect to the Bonds, or the type of business conducted; (b) The undertaking, as amended or taking into account such waiver, would, in the opinion of nationally recognized bond counsel, have complied with the requirements of the Rule at the time of the delivery of the Bonds, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and (c) The amendment or waiver either (i) is approved by the Owners of the Bonds in the same manner as provided in the Indenture for amendments to the Indenture with the consent of Owners, or (ii) does not, in the opinion of nationally recognized bond counsel, materially impair the interests of the Owners or beneficial owners of the Bonds. G0 4131-0566-6633.1 In the event of any amendment or waiver of a provision of this Disclosure Agreement, the Issuer shall describe such amendment in the next related Annual Financial Information, and shall include, as applicable, a narrative explanation of the reason for the amendment or waiver and its impact on the type (or in the case of a change of accounting principles, on the presentation) of financial information or operating data being presented by the Issuer. In addition, if the amendment relates to the accounting principles to be followed in preparing financial statements, (i) notice of such change, shall be given in the same manner as for a Listed Event under Section 6(a), and (ii) the Annual Financial Information for the year in which the change is made should present a comparison (in narrative form and also, if feasible, in quantitative form) between the financial statements as prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles. No amendment which adversely affects the Dissemination Agent may be made without its prior written consent (which consent will not be unreasonably withheld or delayed). SECTION 10. Additional Information. Nothing in this Disclosure Agreement shall be deemed to prevent the Issuer from disseminating any other information, using the means of dissemination set forth in this Disclosure Agreement or any other means of communication, or including any other information in any Annual Issuer Report, Annual Collections Report, or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Agreement. If the Issuer chooses to include any information in any Annual Issuer Report, Annual Collections'Report, or notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Agreement, the Issuer shall have no obligation under this Disclosure Agreement to update such information or include it in any future Annual Issuer Report, Annual Collections Report, or notice of occurrence of a Listed Event. SECTION 11. Default. In the event of a failure of the Issuer to comply with any provision of this Disclosure Agreement, the Dissemination Agent or any Owner or beneficial owner of the Bonds may, and the Trustee (at the written request of any Participating Underwriter or the Owners of at least twenty-five percent (25%) aggregate principal amount of Outstanding Bonds and upon being indemnified to its satisfaction) shall, take such actions as may be necessary and appropriate to cause the Issuer to comply with its obligations under this Disclosure Agreement. A default under this Disclosure Agreement shall not be deemed an Event of Default under the Indenture with respect to the Bonds, and the sole remedy under this Disclosure Agreement in the event of any failure of the Issuer to comply with this Disclosure Agreement shall be an action for mandamus or specific performance! A default under this Disclosure Agreement shall not be deemed a default under the Disclosure Agreement of Developer and a default under the Disclosure Agreement of Developer shall not be deemed a default under this Disclosure Agreement. SECTION 12. Duties, Immunities and Liabilities of Dissemination Agent and Administrator. (a) The Dissemination Agent shall not have any duty with respect to the content of any disclosures made pursuant to the terms hereof. The Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Agreement, and no implied covenants shall be read into this Disclosure Agreement with respect to the Dissemination Agent. To the extent permitted by law, the Issuer agrees to indemnify and hold harmless the Dissemination Agent, its officers, directors, employees and agents, but only from Annual Collection Costs collected from the property owners in Improvement Area #1, against any loss, expense and liabilities which it may incur arising out of or in the exercise or performance of its powers and duties hereunder, including the costs and expenses (including attorneys' 10 4131-0566-6633.1 fees) of defending against any claim of liability, but excluding liabilities due to the Dissemination Agent's negligence or willful misconduct; provided, however, that nothing herein shall be construed to require the Issuer to indemnify the Dissemination Agent for losses, expenses or liabilities arising from information provided to the Dissemination Agent by the Developer or the failure of the Developer to provide information to the Dissemination Agent as and when required under the Disclosure Agreement of Developer. The obligations of the Issuer under this Section shall survive resignation or removal of the Dissemination Agent and payment in full of the Bonds. Nothing in this Disclosure Agreement shall be construed to mean or to imply that the Dissemination Agent is an "obligated person" under the Rule. If the Issuer does not provide the Dissemination Agent with the Annual Issuer Report in accordance with subsection 3(a) or the Annual Collections Report in accordance with subsection 5(a), the Dissemination Agent shall not be responsible for the failure to submit an Annual Issuer Report or an Annual Collections Report, as applicable, to the MSRB. The Dissemination Agent is not acting in a fiduciary capacity in connection with the performance of its respective obligations hereunder. The Dissemination Agent may, from time to time, consult with legal counsel of its own choosing in the event of any disagreement or controversy, or question or doubt as to the construction of any of the provisions hereof or their respective duties hereunder, and the Dissemination Agent shall not incur any liability and shall be fully protected in acting in good faith upon the advice of such legal counsel. (b) The Administrator shall not have any duty with respect to the content of any disclosures made pursuant to the terms hereof. The Administrator shall have only such duties as are specifically set forth in this Disclosure Agreement, and no implied covenants shall be read into this Disclosure Agreement with respect to the Administrator. To the extent permitted by law, the Issuer agrees to hold harmless the Administrator, its officers, directors, employees and agents, but only from Annual Collection Costs collected from the property owners in Improvement Area #1, against any loss, expense and liabilities which it may incur arising out of or in the exercise or performance of its powers and duties hereunder, including the costs and expenses (including reasonable attorneys' fees) of defending against any claim of liability, but excluding liabilities due to the Administrator's negligence or willful misconduct; provided, however, that nothing herein shall be construed to require the Issuer to indemnify the Administrator for losses, expenses or liabilities arising from information provided to the Administrator by third parties, or the failure of any third party to provide information to the Administrator as and when required under this Disclosure Agreement, or the failure of the Developer to provide information to the Administrator as and when required under the Disclosure Agreement of Developer. The obligations of the Issuer under this Section shall survive resignation or removal of the Administrator and payment in full of the Bonds. Nothing in this Disclosure Agreement shall be construed to mean or to imply that the Administrator is an "obligated person" under the Rule. The Administrator is not acting in a fiduciary capacity in connection with the performance of its respective obligations hereunder. The Administrator shall not in any event incur any liability with respect to (i) any action taken or omitted to be taken in good faith upon advice of legal counsel given with respect to any question relating to duties and responsibilities of the Administrator hereunder, or (ii) any action taken or omitted to be taken in reliance upon any document delivered to the Administrator and believed to be genuine and to have been signed or presented by the proper party or parties. The Administrator may, from time to time, consult with legal counsel of its own choosing in the event of any disagreement or controversy, or question or doubt as to the construction of any of the provisions hereof or their respective duties hereunder, and the Administrator shall not incur any liability and shall be fully protected in acting in good faith upon the advice of such legal counsel. 4131-0566-6633.1 (c) UNDER NO CIRCUMSTANCES SHALL THE DISSEMINATION AGENT, THE ADMINISTRATOR, OR THE ISSUER BE LIABLE TO THE OWNER OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY ANY PARTY TO THIS DISCLOSURE AGREEMENT, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS DISCLOSURE AGREEMENT, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE. THE DISSEMINATION AGENT AND THE ADMINISTRATOR ARE UNDER NO OBLIGATION NOR ARE THEY REQUIRED TO BRING SUCH AN ACTION. SECTION 13. Assessment Timeline. The basic expected timeline for the collection of Assessments and the anticipated procedures for pursuing the collection of delinquent Assessments is set forth in Exhibit D which is intended to illustrate the general procedures expected to be followed in enforcing the payment of delinquent Assessments. Failure to adhere to such expected: timeline shall not constitute a default by the Issuer under this Disclosure Agreement, the Indenture, the Bonds, or any other document related to the Bonds. SECTION 14. No Personal Liability. No covenant, stipulation, obligation or agreement of the Issuer, the Administrator, or the Dissemination Agent contained in this Disclosure Agreement shall be deemed to be a covenant, stipulation, obligation or agreement of any present or future council members, officer, agent or employee of the Issuer, the Administrator, or the Dissemination Agent in other than that person's official capacity. SECTION 15. Severability. In case any section or provision of this Disclosure Agreement, or any covenant, stipulation, obligation, agreement, act or action, or part thereof made, assumed, entered into, or taken thereunder or any application thereof, is for any reasons held to be illegal or invalid, such illegality or invalidity shall not affect the remainder thereof or any other section or provision thereof or any other covenant, stipulation, obligation, agreement, act or action, or part thereof made, assumed, entered into, or taken thereunder (except to the extent that such remainder or section or provision or other covenant, stipulation, obligation, agreement, act or action, or part thereof is wholly dependent for its operation on the provision determined to be invalid), which shall be construed and enforced as if such illegal or invalid portion were not contained therein, nor shall such illegality or invalidity of any application thereof affect any legal and valid application thereof, and each such section, provision, covenant, stipulation, obligation, agreement, act or action, or part thereof shall be deemed to be effective, operative, made, entered into or taken in the manner and to the full extent permitted by law. SECTION 16. Sovereign Immunity. The Dissemination Agent and the Administrator agree that nothing in this Disclosure Agreement shall constitute or be construed as a waiver of the Issuer's sovereign or governmental immunities regarding liability or suit. SECTION 17. Beneficiaries. This Disclosure Agreement shall inure solely to the benefit of the Issuer, the Administrator, the Dissemination Agent, the Participating Underwriter, and the Owners and the beneficial owners from time to time of the Bonds, and shall create no rights in any other person or entity. Nothing in this Disclosure Agreement is intended or shall act to disclaim, waive or otherwise limit the duties of the Issuer under federal and state securities laws. 12 4131-0566-6633.1 SECTION 18. Dissemination Agent and Administrator Compensation. The fees and expenses incurred by the Dissemination Agent and the Administrator for their respective services rendered in accordance with this Disclosure Agreement constitute Annual Collection Costs and will be included in the Annual Installments as provided in the annual updates to the Service and Assessment Plan. The Issuer shall pay or reimburse the Dissemination Agent and the Administrator, but only with funds to be provided from the Annual Collection Costs component of the Annual Installments collected from the property owners in Improvement Area # 1, for the fees and expenses for their respective services rendered in accordance with this Disclosure Agreement. SECTION 19. Anti -Boycott Verification. To the extent this Disclosure Agreement constitutes a contract for goods or services for which a written verification is required under Section 2271.002, Texas Government Code, the Dissemination Agent and Administrator each separately verify that it and any parent company, wholly- or majority -owned subsidiaries, and other affiliates, if any, do not boycott Israel and will not boycott Israel during the term of this Disclosure Agreement. The foregoing verification is made solely to enable the Issuer to comply with such Section and to the extent such Section does not contravene applicable Federal or State law. As used in the foregoing verification, "boycott Israel" means refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations specifically with Israel, or with a person or entity doing business in Israel or in an Israeli -controlled territory, but does not include an action made for ordinary business purposes. SECTION 20. Iran, Sudan and Foreign Terrorist Organizations. The Dissemination Agent and the Administrator each separately represent that neither it nor any parent company, wholly- or majority -owned subsidiaries, and other affiliates, if any, is a company identified on a list prepared and maintained by the Texas Comptroller of Public Accounts under Section 2252.153 or Section 2270.0201, Texas Government Code, and posted on any of the following pages of such officer's internet website: https:Hcomptroller.texas.gov/purchasing/docs/sudan-list.pdf, https://comptroller.texas.gov/purchasing/docs/iran-list.pdf, or https:Hcomptroller.texas.gov/purchasing/docs/fto-list.pdf. The foregoing representation is made solely to enable the Issuer to comply with Section 2252.152, Texas Government Code, and to the extent such Section does not contravene applicable Federal or State law, and excludes the Dissemination Agent, the Administrator and each parent company, wholly- or majority - owned subsidiaries, and other affiliates of the Dissemination Agent or the Administrator, if any, that the United States government has affirmatively declared to be excluded from its federal sanctions regime relating to Sudan or Iran or any federal sanctions regime relating to a foreign terrorist organization. SECTION 21. No Discrimination Against Fossil -Fuel Companies. To the extent this Disclosure Agreement constitutes a contract for goods or services for which a written verification is required under Section 2274.002 (as added by Senate Bill 13 in the 87th Texas Legislature, Regular Session), Texas Government Code, as amended, the Dissemination Agent and the Administrator, each respectively, hereby verify that it and its parent company, wholly- or majority -owned subsidiaries, and other affiliates, if any, do not boycott energy companies and will not boycott energy companies during the term of this Disclosure Agreement. The foregoing verification is made solely to enable the Issuer to comply with such Section and to the extent such Section does not contravene applicable Federal or State 13 4131-0566-6633.1 law. As used in the foregoing verification, "boycott energy companies" shall mean, without an ordinary business purpose, refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations with a company because the company (A) engages in the exploration, production, utilization, transportation, sale, or manufacturing of fossil fuel -based energy and does not commit or pledge to meet environmental standards beyond applicable Federal or State law; or (B) does business with a company described by (A) above. SECTION 22. No Discrimination Against Firearm Entities and Firearm Trade Associations. To the extent this Disclosure Agreement constitutes a contract for goods or services for which a written verification is required under Section 2274.002 (as added by Senate Bill 19 in the 87th Texas Legislature, Regular Session), Texas Government Code, as amended, the Dissemination Agent and the Administrator, each respectively, hereby verifies that it and its parent company, wholly- or majority - owned subsidiaries, and other affiliates, if any, do not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association and will not discriminate against a firearm entity or firearm trade association during the term of this Disclosure Agreement. The foregoing verification is made solely to enable the Issuer to comply with such Section and to the extent such Section does not contravene applicable Federal or State law. As used in the foregoing verification, "discriminate against a firearm entity or firearm trade association" (A) means, with respect to the firearm entity or firearm trade association, to (i) refuse to engage in the trade of any goods or services with the firearm entity or firearm trade association based solely on its status as a firearm entity or firearm trade association, (ii) refrain from continuing an existing business relationship with the firearm entity or firearm trade association based solely on its status as a firearm entity or firearm trade association, or (iii) terminate an existing business relationship with the firearm entity or firearm trade association based solely on its status as a firearm entity or firearm trade association and (B) does not include (i) the established policies of a merchant, retail seller, or platform that restrict or prohibit the listing or selling of ammunition, firearms, or firearm accessories and (ii) a company's refusal to engage in the trade of any goods or services, decision to refrain from continuing an existing business relationship, or decision to terminate an existing business relationship (aa) to comply with federal, state, or local law, policy, or regulations or a directive by a regulatory agency or (bb) for any traditional business reason that is specific to the customer or potential customer and not based solely on an entity's or association's status as a firearm entity or firearm trade association; "firearm entity" means a manufacturer, distributor, wholesaler, supplier, or retailer of firearms (i.e., weapons that expel projectiles by the action of explosive or expanding gases), firearm accessories (i.e., devices specifically designed or adapted to enable an individual to wear, carry, store, or mount a firearm on the individual or on a conveyance and items used in conjunction with or mounted on a firearm that are not essential to the basic function of the firearm, including detachable firearm magazines), or ammunition (i.e., a loaded cartridge case, primer, bullet, or propellant powder with or without a projectile) or a sport shooting range (as defined by Section 250.001, Texas Local Government Code); and "firearm trade association" means a person, corporation, unincorporated association, federation, business league, or business organization that (i) is not organized or operated for profit (and none of the net earnings of which inures to the benefit of any private shareholder or individual), (ii) 14 4131-0566-6633.1 has two or more firearm entities as members, and (iii) is exempt from federal income taxation under Section 501(a), Internal Revenue Code of 1986, as an organization described by Section 501(c) of that code. SECTION 23. Affiliate. As used in Sections 19 through 22, the Dissemination Agent and Administrator, each respectively, understands "affiliate" to mean an entity that controls, is controlled by, or is under common control with the Dissemination Agent or the Administrator within the meaning of SEC Rule 405, 17.C.F.R. § 230.405, and exists to make a profit. SECTION 24. Disclosure of Interested Parties. Pursuant to Section 2252.908(c)(4), Texas Government Code, as amended, the Dissemination Agent hereby certifies it is a publicly traded business entity and is not required to file a Certificate of Interested Parties Form 1295 related to this Disclosure Agreement. Submitted herewith is a completed Form 1295 in connection with the Administrator's participation in the execution of this Disclosure Agreement generated by the Texas Ethics Commission's (the "TEC") electronic filing application in accordance with the provisions of Section 2252.908 of the Texas Government Code and the rules promulgated by the TEC (the "Form 1295"). The Issuer hereby confirms receipt of the Form 1295 from the Administrator, and the Issuer agrees to acknowledge such form with the TEC through its electronic filing application not later than the thirtieth (30th) day after the receipt of such form. The Administrator and the Issuer understand and agree that, with the exception of information identifying the Issuer and the contract identification number, neither the Issuer nor its consultants are responsible for the information contained in the Form 1295; that the information contained in the Form 1295 has been provided solely by the Administrator; and, neither the Issuer nor its consultants have verified such information. SECTION 25. Governing Law. This Disclosure Agreement shall be governed by the laws of the State of Texas. SECTION 26. Counterparts. This Disclosure Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. The Issuer, the Administrator, and the Dissemination Agent agree that electronic signatures to this Disclosure Agreement may be regarded as original signatures. Signature pages follow. 15 4131-0566-6633.1 CITY OF ANNA, TEXAS SIGNATURE PAGE OF CONTINUING DISCLOSURE AGREEMENT OF 4131-0566-6633.1 ISSUER REGIONS BANK (as Dissemination Agent) 0 Authorized Officer SIGNATURE PAGE OF CONTINUING DISCLOSURE AGREEMENT OF ISSUER 4131-0566-6633.1 P3 Works, LLC (as Administrator) 0 Authorized Officer SIGNATURE PAGE OF CONTINUING DISCLOSURE AGREEMENT OF ISSUER 4131-0566-6633.1 EXHIBIT A NOTICE TO MSRB OF FAILURE TO FILE [ANNUAL ISSUER REPORT] [ANNUAL COLLECTIONS REPORT] [AUDITED/UNAUDITED FINANCIAL STATEMENTS] Name of Issuer: City of Anna, Texas Name of Bond Issue: Special Assessment Revenue Bonds, Series 2023 (The Woods at Lindsey Place Public Improvement District Improvement Area #1 Project) (the "Bonds") CUSIP Nos. [insert CUSIP NOs.] Date of Delivery: , 20_ NOTICE IS HEREBY GIVEN that the City of Anna, Texas (the "Issuer"), has not provided [an Annual Issuer Report][an Annual Collections Report][audited/unaudited financial statements] with respect to the Bonds as required by the Continuing Disclosure Agreement of Issuer dated as of October 1, 2023, by and among the Issuer, P3Works, LLC., as "Administrator," and Regions Bank, as "Dissemination Agent." The Issuer anticipates that [the Annual Issuer Report][the Annual Collections Report][audited/unaudited financial statements] will be filed by Dated: Regions Bank, on behalf of the City of Anna, Texas (as Dissemination Agent) 0 Title: cc: City of Anna, Texas A-1 4131-0566-6633.1 EXHIBIT B CITY OF ANNA, TEXAS, SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2023 (THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT IMPROVEMENT AREA #1 PROJECT) ANNUAL FINANCIAL INFORMATION* Delivery Date: , 20_ CUSIP Nos: [insert CUSIP Nos.] DISSEMINATION AGENT Name: Regions Bank Address: ] City: [� Telephone: (� - Contact Person: Attn: Section 4(a)(i)(A) BONDS OUTSTANDING Maturity Date Interest Rate Original Principal Amount Outstanding Principal Amount Outstanding Interest Amount Total Section 4(a)(i)(B) INVESTMENTS Fund/ Account Name Investment Description Par Value(1) Book Value(1) Market Value0) (1) As such information is provided by the Trustee. *Excluding audited financial statements of the Issuer B-1 4131-0566-6633.1 Section 4(a)(i)(C) ASSETS AND LIABILITIES OF TRUST ESTATE Cash Position of Trust Estate for statements dated September 30, 20 List of Funds/Accounts Held Under Indenture Amount In the Fund Total A Bond Principal Amount Outstanding B Outstanding Assessment Amount to be collected C Net Position of Trust Estate and Outstanding Bonds and Assessments A-B+C September 30, 20r 1 Trust Statements: ❑ Audited C Unaudited Accounting Type: 0 Cash ❑ Accrual ❑ Modified Accrual Section 4(a)(ii) FINANCIAL INFORMATION AND OPERATING DATA WITH RESPECT TO THE ISSUER OF THE GENERAL, TYPE AND IN SUBSTANTIALLY SIMILAR FORM PROVIDED IN THE FOLLOWING TABLES AS OF THE END OF THE FISCAL YEAR Debt Service Requirements on the Bonds Year Ending (September 30) Principal Interest Total Top [Five] Assessment Pavers in Improvement Area #1 (1) Percentage of No. of Percentage of Outstanding Total Property Owner Parcels/Lots Parcels/Lots Assessments Assessments ')Does not include those owing less than one percent (I%) of total Assessments. Assessed Value of Improvement Area #1 of the District The [YEAR] certified total assessed value for the Assessed Property in Improvement Area #1 of the District is approximately $[AMOUNT] according to the Collin Central Appraisal District. B-2 4131-0566-6633. I Foreclosure History Related to the Assessments for the Past Five Fiscal Years Fiscal Delinquent Delinquent Year Assessment Amount Parcels in Assessment Amount Ended not in Foreclosure Foreclosure in Foreclosure Foreclosure Foreclosure Proceeds 9/30 Proceedings Proceedings Proceedings Sales Received 20 $ $ $ 20 20 20 20 [insert any necessary footnotes] Collection and Delinquency History of Annual Installments for the Past Five Fiscal Years Fiscal Year Total Annual Delinquent Delinquent Total Ended Installment Parcels Amount as Delinquent Amount as of Delinquent % Assessments 9/30 Billed Levied') of 3/1 % as of 3/1 r9/11 as of r9/11 Collected(') 20 $ $ % $ % $ 20 20 20 20 0) Pursuant to Section 31.031, Texas Tax Code, certain veterans, persons aged 65 or older, and the disabled, who qualify for an exemption under either Section IL 13(c), 11.32, or 11.22, Texas Tax Code, are eligible to pay property taxes in four equal installments ("Installment Payments"). Effective January 1, 2018, pursuant to Section 31.031(a-1), Texas Tax Code, the Installment Payments are each due before February 1, April 1, June 1, and August 1. Each unpaid Installment Payment is delinquent and incurs penalties and interest if not paid by the applicable date. (1) [Does/does not] include interest and penalties. Parcel Numbers for Delinquencies Equaling or Exceeding 10% of Annual Installments Due For the past five Fiscal Years, if the total amount of delinquencies as of September 1 equals or exceeds ten percent (10%) of the amount of Annual Installments due, a list of parcel numbers for which the Annual Installments are delinquent. Fiscal Year Ended (9/30) Delinquent % as of 9/1 Parcel Numbers 20 % 20 History of Prepayment of Assessments for the Past Five Fiscal Years Amount of Number of Amount of Bonds Fiscal Year Ended (9/30) Prepayments Prepayments Bond Call Date Redeemed 20 $ $ 20 20 20 20 [insert any necessary footnotes] ITEMS REQUIRED BY SECTION 4(a)(iii) - (iv) [Insert a line item for each applicable listing] B-3 4131-0566-6633.1 EXHIBIT C CITY OF ANNA, TEXAS, SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2023 (THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT IMPROVEMENT AREA #1 PROJECT) ANNUAL COLLECTIONS REPORT Delivery Date: 120 CUSIP Nos: [insert CUSIP Nos.] DISSEMINATION AGENT Name: Regions Bank Address: [ I City: r Texas ] Telephone: L-) - Contact Person: Attn: SELECT FINANCIAL INFORMATION AND OPERATING DATA WITH RESPECT TO THE COLLECTION OF ASSESSMENTS COVERING THE PERIOD BEGINNING WITH THE FIRST DAY OF THE FISCAL YEAR SUCCEEDING THE REPORTING FISCAL YEAR THROUGH THE COLLECTIONS REPORTING DATE PROVIDED IN COMPLIANCE WITH SUBSECTION 5(A) OF THE ISSUER'S DISCLOSURE AGREEMENT Foreclosure History Related To The Annual InstallmentsM Delinquent Annual Delinquent Annual Installment Amount Parcels in Installment Amount Succeeding not in Foreclosure Foreclosure in Foreclosure Foreclosure Foreclosure Proceeds Fiscal Year Proceedings Proceedings Proceedings Sales Received 20 $ $ $ (i) Period covered includes October 1, 20_ through March 1, 20 C-1 4131-0566-6633.1 Collection and Delinquency of Annual Installments Total Annual Delinquent Total Annual Succeeding Installments Parcels Amount as Delinquent % Installments Fiscal Year Levied Levied(2) of 3/1 as of 3/1 Collected(3) 20_ $ $ % $ Period covered includes October 1, 20_ through March 1, 20_. Pursuant to Section 31.031, Texas Tax Code, certain veterans, persons aged 65 or older, and the disabled, who qualify for an exemption under either Section 11.13(c), 11.32, or 11.22, Texas Tax Code, are eligible to pay property taxes in four equal installments ("Installment Payments"). Effective January 1, 2018, pursuant to Section 31.031(a-1), Texas Tax Code, the Installment Payments are each due before February 1, April 1, June 1, and August 1. Each unpaid Installment Payment is delinquent and incurs penalties and interest if not paid by the applicable date. (3) [Does/does not] include interest and penalties. Prepayment of Assessments0) Succeeding Number of Amount of Fiscal Year Prepayments Prepayments Bond Call Date (1) Period covered includes October 1, 20_ through March I, 20_ C-2 4131-0566-6633.1 Amount of Bonds Redeemed EXHIBIT D BASIC EXPECTED TIMELINE FOR ASSESSMENT COLLECTIONS AND PURSUIT OF DELINQUENCIES' Delinquency Date Clock (Days) Activity January 31 Assessments are due. February 1 1 Assessments delinquent if not received. Immediately upon receipt, but in no event later than February 15, Issuer forwards payment to Trustee for all collections received, along with detailed breakdown. Subsequent payments and relevant details will follow monthly thereafter. Issuer and/or Administrator should be aware of actual and specific delinquencies. Administrator should be aware if Reserve Fund needs to be utilized for debt service payments during the corresponding Fiscal Year. If there is to be a shortfall of any Annual Installments due to be paid that Fiscal Year, the Dissemination Agent should be immediately notified in writing. Administrator should determine if previously collected surplus funds, if any, plus actual Annual Installment collections will be fully adequate for debt service in the corresponding March and September. At this point, if there is adequate funding for March and September payments, no further action is anticipated for collection of Assessments except that the Issuer or Administrator, working with the Issuer's counsel or an appropriate designee, will begin process to cure deficiency. For properties delinquent by more than one year or if the delinquency exceeds $10,000 the matter will be referred for commencement of Illustrates anticipated dates and procedures for pursuing the collection of delinquent Annual Installments of Assessments, which dates and procedures shall be in accordance with Chapters 31, 32, 33, and 34, Texas Tax Code, as amended (the "Code"), and the Tax/Assessor Collector's procedures, and are subject to adjustment by the Issuer. If the collection and delinquency procedures under the Code are subsequently modified, whether due to an executive order of the Governor of Texas, an amendment to the Code, or otherwise, such modifications shall control. D-1 4131-0566-6633.1 foreclosure, in accordance with the Tax/Assessor Collector's procedures. If there is insufficient funding in the Pledged Revenue Fund for transfer to the Principal and Interest Account of the Bond Fund of such amounts as shall be required for the full March and September payments, the collection -foreclosure procedure will proceed against all delinquent properties, in accordance with the Tax/Assessor Collector's procedures. March 15 43/44 Trustee pays bond interest payments to Owners. Reserve Fund payment to Bond Fund may be required if Assessments are below approximately 50% collection rate. Issuer, or the Trustee on behalf of the Issuer, to notify Dissemination Agent in writing of the occurrence of draw on the Reserve Fund and, following receipt of such notice, Dissemination Agent to notify MSRB of such draw or the Reserve Fund. July 1 152/153 Issuer, or the Administrator on behalf of the Issuer, determines whether or not any Annual Installments are delinquent and, if such delinquencies exist, the Issuer commences as soon as practicable appropriate and legally permissible actions to obtain such delinquent Annual Installments, in accordance with the Tax/Assessor Collector's procedures. Preliminary Foreclosure activity commences and Issuer to notify Dissemination Agent in writing of the commencement of preliminary foreclosure activity. If Dissemination Agent has not received Foreclosure Schedule and Plan of Collections, Dissemination Agent to request same from the Issuer. If the Issuer has not provided the Dissemination Agent with Foreclosure Schedule and Plan of Collections, and if instructed by the Owners under Section 11.2 of the Indenture, Dissemination Agent requests that the Issuer commence foreclosure or provide plan for collection. D-2 4131-0566-6633.1 August 15 197/198 The designated lawyers or law firm will be preparing the formal foreclosure documents and will provide periodic updates to the Dissemination Agent for dissemination to those Owners who have requested to be notified of collections progress. The goal for the foreclosure actions is a filing by no later than August 15 (day 197/198). Foreclosure action to be filed with the court. Issuer notifies Trustee and Dissemination Agent of Foreclosure filing status in writing. Dissemination Agent notifies Owners. If Owners and Dissemination Agent have not been notified of a foreclosure action, Dissemination Agent will notify the Issuer that it is appropriate to file action. A committee of not less than twenty-five percent (25%) of the Owners may request a meeting with the Issuer to discuss the Issuer's actions in pursuing the repayment of any delinquencies. This would also occur after day thirty (30) if it is apparent that a Reserve Fund draw is required. Further, if delinquencies exceed five percent (5%), Owners may also request a meeting with the Issuer at any time to discuss the Issuer's plan and progress on collection and foreclosure activity. If the Issuer is not diligently proceeding with the foreclosure process, the Owners may seek an action for mandamus or specific performance to direct the Issuer to pursue the collections of delinquent Annual Installments of Assessments. D-3 4131-0566-6633.1 EXHIBIT C SERVICE AND ASSESSMENT PLAN D-1 The Woods at Lindsey Place Public Improvement District 2023 AMENDED & RESTATED SERVICE AND ASSESSMENT PLAN SEPTEMBER 12, 2023 TABLE OF CONTENTS Tableof Contents..........................................................................................................................1 Introduction..................................................................................................................................3 SectionI: Definitions.....................................................................................................................4 Section11: The District.................................................................................................................11 Section III: Authorized Improvements.........................................................................................11 SectionIV: Service Plan...............................................................................................................14 SectionV: Assessment Plan......................................................................................................... 14 Section VI: Terms of the Assessments.........................................................................................17 Section VII: Assessment Roll.......................................................................................................23 Section Vill: Additional Provisions...............................................................................................23 Section IX: Additional Updates....................................................................................................25 Exhibits........................................................................................................................................26 Appendices.................................................................................................................................26 Exhibit A-1— Map of the District.................................................................................................27 Exhibit A-2— Final Plat for Improvement Area#1.......................................................................28 Exhibit A-3 — Map of Improvement Area#1................................................................................ 32 Exhibit A-4— Lot Type Classification Map....................................................................................33 Exhibit B-1—Authorized Improvements.....................................................................................34 Exhibit B-2 — Remainder Area Apportionment of Costs..............................................................35 ExhibitC — Service Plan............................................................................................................... 36 Exhibit D —Sources and Uses of Funds........................................................................................37 Exhibit E — Maximum Assessment and Tax Rate Equivalent........................................................38 Exhibit F-1— Improvement Area #1 Assessment Roll..................................................................39 Exhibit F-2 —Projected Improvement Area #1 Annual Installment.............................................40 Exhibit G-1— Maps of Improvement Area #1 Improvements......................................................43 Exhibit G-2 — Maps of Major Improvements...............................................................................47 Exhibit H — Form of Notice of PID Assessment Termination........................................................51 Exhibit 1-1— District Legal Description.........................................................................................54 Exhibit 1-2 — Improvement Area #1 Legal Description.................................................................58 Appendix A— Engineer's Report ..................................................................................................62 Appendix B — Buyer Disclosures..................................................................................................87 THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT 1 2023 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN The Woods at Lindsey Place Public Improvement District Buyer Disclosure Improvement Area #1 Initial Parcel............................................................................................................................88 The Woods at Lindsey Place Public Improvement District Buyer Disclosure Improvement Area #1 Lot Type 1............................................................................................................................... 94 The Woods at Lindsey Place Public Improvement District Buyer Disclosure Improvement Area #1 Lot Type 2.............................................................................................................................100 [Remainder of page intentionally left blank.] THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT 2023 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN INTRODUCTION Capitalized terms used in this 2023 Amended and Restated Service and Assessment Plan shall have the meanings given to them in Section I unless otherwise defined in this 2023 Amended and Restated Service and Assessment Plan or unless the context in which a term is used clearly requires a different meaning. Unless otherwise defined, a reference to a "Section," an "Exhibit" or an "Appendix" shall be a reference to a Section of this 2023 Amended and Restated Service and Assessment Plan or an Exhibit or Appendix attached to and made a part of this 2023 Amended and Restated Service and Assessment Plan for all purposes. On February 14, 2023, the City Council passed and approved Resolution No. 2023-02-1379 authorizing the establishment of the District in accordance with the PID Act, which authorization was effective upon publication as required by the PID Act. The purpose of the District is to finance the Actual Costs of Authorized Improvements that confer a special benefit on approximately 198.006 acres located within the corporate limits of the City, as described by the legal description on Exhibit 1-1 and depicted on Exhibit A-1. The PID Act requires a Service Plan covering a period of at least five years and defining the annual indebtedness and projected cost of the Authorized Improvements and including a copy of the notice form required by Section 5.014 of the Texas Property Code, as amended. The Service Plan is contained in Section IV. The PID Act requires that the Service Plan include an Assessment Plan that assesses the Actual Costs of the Authorized Improvements against the Assessed Property within the District based on the special benefits conferred on such property by the Authorized Improvements. The Assessment Plan is contained in Section V. The PID Act requires an Assessment Roll that states the Assessment against each Parcel determined by the method chosen by the City Council. The Assessment against each Parcel of Assessed Property must be sufficient to pay the share of the Actual Costs of the Authorized Improvements apportioned to such Parcel and cannot exceed the special benefit conferred on the Parcel by such Authorized Improvements. The Improvement Area #1 Assessment Roll is included as Exhibit F-1. THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT 3 2023 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN SECTION I: DEFINITIONS "2023 Amended and Restated Service and Assessment Plan" means this The Woods at Lindsey Place Public Improvement District Amended and Restated Service and Assessment Plan which is to replace in its entirety the Original service and Assessment Plan. "2023 Assessment Ordinance" means Ordinance No. 1036-2023-03 approved and adopted by the City Council on March 14, 2023, which levied the Improvement Area #1 Assessment against Improvement Area #1, and approved the Original Service and Assessment Plan. "Actual Costs" mean with respect to Authorized Improvements, including Developer costs to create the District, the actual costs of constructing or acquiring such Authorized Improvements, (either directly or through affiliates), including : (1) the costs for the design, planning, financing, administration/management, acquisition, installation, construction and/or implementation of such Authorized Improvements; (2) the fees paid for obtaining permits, licenses, or other governmental approvals for such Authorized Improvements; (3) the costs for external professional costs, such as engineering, geotechnical, surveying, land planning, architectural landscapers, appraisals, legal, accounting, and similar professional services; (4) all labor, bonds, and materials, including equipment and fixtures, by contractors, builders, and materialmen in connection with the acquisition, construction, or implementation of the Authorized Improvements; (5) all related permitting and public approval expenses, architectural, engineering, and consulting fees, and governmental fees and charges and (6) costs to implement, administer, and manage the above -described activities including, but not limited to, a construction management fee equal to four percent (4%) of construction costs if managed by or on behalf of the Developer. "Additional Interest" means the amount collected by the application of the Additional Interest Rate. "Additional Interest Rate" means the 0.50% additional interest rate that may be charged on Assessments securing PID Bonds pursuant to Section 372.018 of the PID Act. "Administrator" means the City or independent firm designated by the City who shall have the responsibilities provided in this 2023 Amended and Restated Service and Assessment Plan, the Indenture, or any other agreement or document approved by the City related to the duties and responsibilities of the administration of the District. The initial Administrator is P3Works, LLC. "Annual Collection Costs" mean the actual or budgeted costs and expenses related to the operation of the District, including, but not limited to, costs and expenses for: (1) the Administrator; (2) City staff; (3) legal counsel, engineers, accountants, financial advisors, and other consultants engaged by the City; (4) calculating, collecting, and maintaining records with respect to Assessments and Annual Installments; (5) preparing and maintaining records with THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT A 2023 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN respect to Assessment Rolls and Annual Service Plan Updates; (6) paying and redeeming PID Bonds; (7) investing or depositing Assessments and Annual Installments; (8) complying with this 2023 Amended and Restated Service and Assessment Plan and the PID Act with respect to the PID Bonds, including the City's continuing disclosure requirements; and (9) the paying agent/registrar and Trustee in connection with PID Bonds, including their respective legal counsel. Annual Collection Costs collected but not expended in any year shall be carried forward and applied to reduce Annual Collection Costs for subsequent years. "Annual Installment" means the annual installment payment of an Assessment as calculated by the Administrator and approved by the City Council, that includes: (1) principal; (2) interest; (3) Additional Interest; and (4) Annual Collection Costs. "Annual Service Plan Update" means an update to this 2023 Amended and Restated Service and Assessment Plan prepared no less frequently than annually by the Administrator and approved by the City Council. "Apportioned Property" means any Parcel within the District against which the costs of the Authorized Improvements are Apportioned based on special conferred benefit and against which an Assessment is anticipated to be levied, but not yet levied. "Apportionment of Costs" means an amount allocated by this 2023 Amended and Restated Service and Assessment Plan to a Parcel within the District for future Authorized Improvement costs, other than Non-Benefitted Property and Non -Assessed Property, subject to a future levy of Assessments by the City and also subject to reallocation upon the subdivision of such Parcel or reduction according to the provisions herein and in the PID Act. "Assessed Property" means any Parcel within the District against which an Assessment is levied. "Assessment" means an assessment levied against a Parcel within the District, other than Non - Benefited Property, and imposed pursuant to an Assessment Ordinance and the provisions herein, as shown on an Assessment Roll, subject to reallocation upon the subdivision of such Parcel or reduction according to the provisions herein and in the PID Act. "Assessment Ordinance" means an ordinance adopted by the City Council in accordance with the PID Act that levies an Assessment on Assessed Property within the District, as shown on any Assessment Roll. "Assessment Plan" means the methodology employed to assess the Actual Costs of the Authorized Improvements against the Assessed Property within the District based on the special benefits conferred on such property by the Authorized Improvements, more specifically set forth and described in Section V. "Assessment Roll" means any assessment roll for the Assessed Property within the District, including the Improvement Area #1 Assessment Roll as updated, modified or amended from time THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT S 2023 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN to time in accordance with the procedures set forth herein and in the PID Act, including updates prepared in connection with the issuance of PID Bonds, if issued, or any Annual Service Plan Update. "Authorized Improvements" means the improvements authorized by Section 372.003 of the PID Act, as depicted on Exhibit G-1, Exhibit G-2 and described in Section III. "Bond Issuance Costs" means the costs associated with issuing PID Bonds, including but not limited to attorney fees, financial advisory fees, consultant fees, appraisal fees, printing costs, publication costs, capitalized interest, reserve fund requirements, underwriter's discount, fees charged by the Texas Attorney General, and any other cost or expense incurred by the City directly associated with the issuance of any series of PID Bonds. "City" means the City of Anna, Texas. "City Council" means the governing body of the City. "County" means Collin County, Texas. "Delinquent Collection Costs" mean costs related to the foreclosure on Assessed Property and the costs of collection of delinquent Assessments, delinquent Annual Installments, or any other delinquent amounts due under this 2023 Amended and Restated Service and Assessment Plan including penalties and reasonable attorney's fees actually paid, but excluding amounts representing interest and penalty interest. "Developer" means D.R. Horton — Texas, LTD., a Texas limited partnership, and any successors or assigns thereof that intends to develop the property in the District for the ultimate purpose of transferring title to such property to end -users. "Development Agreement" means that certain Development Agreement entered into between the City and LHJH Properties, Ltd., a Texas limited partnership, effective November 10, 2020, applicable to all of the Property, as amended by First Amendment to Development Agreement and to the Woods at Lindsey Place Subdivision Improvement Agreement entered into between the City and Developer, dated the 24th day of January, 2023. "District" means The Woods at Lindsey Place Public Improvement District containing approximately 198.006 acres located within the corporate limits of the City, and more specifically described in Exhibit 1-1 and depicted on Exhibit A-1. "District Formation Expenses" means the costs associated with forming the District, including, but not limited to, attorney fees, and any other cost or expense incurred by the City or Developer directly associated with the establishment of the District. THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT 6 2023 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN "Engineer's Report" means a report provided by a licensed professional engineer that describes the Authorized Improvements, including their costs, location, and benefit, and is attached hereto as Appendix A for the Improvement Area #1 Improvements and Major Improvements. "Estimated Buildout Value" means the estimated value of an Assessed Property with fully constructed buildings, as provided by the Developer and confirmed by the City Council, by considering such factors as density, lot size, proximity to amenities, view premiums, location, market conditions, historical sales, builder contracts, discussions with homebuilders, reports from third party consultants, or any other factors that, in the judgment of the City, may impact value. The Estimated Buildout Value for each Lot Type is shown on Exhibit E. "First Year Annual Collection Costs" means the estimated cost of first year Annual Collection Costs. "Improvement Area #1" means approximately 57.444 acres located within the District, more specifically described in Exhibit 1-2 and depicted on Exhibit A-3. "Improvement Area #1 Annual Installment" means the Annual Installment of the Improvement Area #1 Assessment as calculated by the Administrator and approved by the City Council, that includes: (1) principal; (2) interest; (3) Additional Interest; and (4) Annual Collection Costs related to the Improvement Area #1 Bonds, as shown on Exhibit F-2. "Improvement Area #1 Assessed Property" means any Parcel within Improvement Area #1 against which an Improvement Area #1 Assessment is levied. "Improvement Area #1 Assessment" means an Assessment levied against a Parcel within Improvement Area #1 and imposed pursuant to an Assessment Ordinance and the provisions herein, as shown on the Improvement Area #1 Assessment Roll, subject to reallocation upon the subdivision of such Parcel or reduction according to the provisions herein and in the PID Act. "Improvement Area #1 Assessment Roll" means the Assessment Roll for the Improvement Area #1 Assessed Property, as updated, modified or amended from time to time in accordance with the procedures set forth herein and in the PID Act, including any updates prepared in connection with the issuance of PID Bonds or any Annual Service Plan Updates. The Improvement Area #1 Assessment Roll is included in this 2023 Amended and Restated Service and Assessment Plan as Exhibit F-1. "Improvement Area #1 Bonds" means those certain PID "City of Anna, Texas Special Assessment Revenue Bonds, Series 2023 (The Woods at Lindsey Place Public Improvement District Improvement Area #1 Project)" that are secured by Improvement Area #1 Assessments. "Improvement Area #1 Improvements" means the Authorized Improvements which only benefit the Improvement Area #1 Assessed Property, as further described in Section III.A and depicted on Exhibit G-1. THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT T 2023 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN "Improvement Area #1 Initial Parcel" means all of the Improvement Area #1 Assessed Property against which the entire Improvement Area #1 Assessment is levied, as described in Exhibit 1-2, and depicted on Exhibit A-3. "Improvement Area #1 Projects" means, collectively (1) the pro rata portion of the Major Improvements allocable to Improvement Area #1; (2) the Improvement Area #1 Improvements; (3) the first year's Annual Collection Costs related to the Improvement Area #1 Bonds; and (4) Bond Issuance Costs incurred in connection with the issuance of PID Bonds to refinance all or a portion of the Improvement Area #1 Assessment, if and when issued. "Indenture" means an Indenture of Trust entered into between the City and the Trustee in connection with the issuance of each series of PID Bonds, as amended from time to time, between the City and the Trustee setting forth terms and conditions related to a series of PID Bonds. "Lot" means (1) for any portion of the District for which a final subdivision plat has been recorded in the Official Public Records of the County, a tract of land described by "lot" in such subdivision plat; and (2) for any portion of the District for which a subdivision plat has not been recorded in the Plat or Official Public Records of the County, a tract of land anticipated to be described as a "Lot" in a final recorded subdivision plat as shown on a concept plan or a preliminary plat. A "Lot" shall not include real property owned by a government entity, even if such property is designated as a separate described tract or lot on a recorded subdivision plat. "Lot Type" means a classification of final building Lots with similar characteristics (e.g. lot size, home product, buildout value, etc.), as determined by the Administrator and confirmed by the City Council. In the case of single-family residential Lots, the Lot Type shall be further defined by classifying the residential Lots by the Estimated Buildout Value of the Lot as shown on Exhibit E, and the anticipated Improvement Area #1 Lot Type classification map is identified on Exhibit A- 4. "Lot Type 1" means a Lot within Improvement Area #1 marketed to homebuilders as a 50' Lot, with an Estimated Buildout Value of $360,000. "Lot Type 2" means a Lot within Improvement Area #1 marketed to homebuilders as a 60' Lot, with an Estimated Buildout Value of $375,000. "Major Improvements" means the Authorized Improvements which provide benefit to the entirety of the district, as further described in Section III.B and depicted on Exhibit G-2. "Maximum Assessment" means for each Lot, an Assessment equal to the lesser of (1) the amount calculated pursuant to Section VLA, or (2) for each Lot Type, the amount shown on Exhibit E. THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT $ 2023 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN "Non -Benefited Property" means Parcels within the boundaries of the District that accrue no special benefit from the Authorized Improvements as determined by the City Council. "Non -Assessed Property" means Parcels that accrue special benefit from the Authorized Improvements, as determined by the City Council, but are not assessed. The Non -Assessed Property includes the multifamily and commercial areas adjacent to the District. "Notice of Assessment Termination" means a document that shall be recorded in the Official Public Records of the County the termination of an Assessment, a form of which is attached as Exhibit H. "Original Service and Assessment Plan" means the Service and Assessment Plan that was approved by the City Council on March 14, 2023. "Parcel" or "Parcels" means a specific propertywithin the District identified by either a tax parcel identification number assigned by the Collin Central Appraisal District for real property tax purposes, by legal description, or by lot and block number in a final subdivision plat recorded in the Plat or Official Public Records of the County, or by any other means determined by the City. "PID Act" means Chapter 372, Texas Local Government Code, as amended. "PID Bonds" means any bonds issued by the City in one or more series and secured in whole or in part by Assessments. "Prepayment" means the payment of all or a portion of an Assessment before the due date of the final Annual Installment thereof. Amounts received at the time of a Prepayment which represent a payment of principal, interest, or penalties on a delinquent installment of an Assessment are not to be considered a Prepayment, but rather are to be treated as the payment of the regularly scheduled Annual Installment. "Prepayment Costs" means interest, including Additional Interest and Annual Collection Costs to the date of Prepayment. "Remainder Area" means all property within the District, as described on Exhibit 1-1 and generally depicted on Exhibit A-1, save and except Improvement Area #1, as described on Exhibit 1-2 and generally depicted on Exhibit G-1. "Remainder Area Apportioned Property" means any Parcel within the Remainder Area against which a portion of the Actual Costs of the Major Improvements are Apportioned based on special conferred benefit, and against which an Assessment is expected to be levied, but not yet levied. "Remainder Area Apportionment of Costs" means an Apportionment of Costs against a Parcel within the Remainder Area for the Remainder Area Projects, as shown on Exhibit B-2, subject to reallocation upon the subdivision of such Parcel or reduction according to the provisions herein and in the PID Act. THE WOODS AT UNDSEY PLACE PUBLIC IMPROVEMENT DISTRICT 9 2023 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN "Remainder Area Projects" means the pro rata portion of the Major Improvements allocable to the Remainder Area based on Estimated Buildout Value. "Service Plan" covers a period of at least five years and defines the annual indebtedness and projected costs of the Authorized Improvements, more specifically described in Section IV. "Trustee" means the trustee or successor trustee under an Indenture. [Remainder of page intentionally left blank.] THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT 10 2023 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN SECTION II: THE DISTRICT The District includes approximately 198.006 contiguous acres located within the corporate limits of the City, the boundaries of which are more particularly described by the legal description on Exhibit 1-1 and depicted on Exhibit A-1. Development of the District is anticipated to include approximately 951 Lots developed with 860 Lots classified as single-family and 91 Lots classified as townhome. Improvement Area #1 includes approximately 57.444 contiguous acres located within the corporate limits of the City, the boundaries of which are more particularly described by the legal description on Exhibit 1-2 and depicted on Exhibit A-3. Development of Improvement Area #1 includes 218 Lots developed with single-family homes (188 single-family homes classified as Lot Type 1, and 30 single-family homes classified as Lot Type 2). The Remainder Area includes approximately 140.562 contiguous acres located within the corporate limits of the City. Development of the Remainder Area is anticipated to include approximately 733 Lots developed with 642 Lots classified as single-family and 91 Lots classified as townhome. SECTION III: AUTHORIZED IMPROVEMENTS The City, based on information provided by the Developer and its engineer and reviewed by the City staff and by third -party consultants retained by the City, has determined that the Authorized Improvements confer a special benefit on the Assessed Property and/or the Apportioned Property. Authorized Improvements will be designed and constructed in accordance with the City's standards and specifications and will be owned and operated by the City. The budget for the Authorized Improvements is shown on Exhibit B-1. A. Improvement Area #1 Improvements ■ Erosion Control Improvements including silt fences, inlet protection, rock check dams, drill seeding, soil retention blankets, biodegradable erosion control logs, and construction exit/entrances necessary to provide erosion control for all Lots within Improvement Area #1. ■ Excavation Excavation improvements include related earthworks, excavation, intersections, and re - vegetation of all disturbed areas within the right-of-way of Improvement Area #1. • Sanitary Sewer Sanitary Sewer improvements include trench excavation and embedment, trench safety, THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT 11 2023 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN PVC piping, manholes, concrete easement, stub outs to future developments, testing, related earthwork, erosion control, and all necessary appurtenances required to provide sanitary sewer service for all Lots within Improvement Area #1. • Storm Sewer Storm Sewer improvements include earthen channels, swales, RCP piping and boxes, manholes, curb and drop inlets, headwalls, concrete flumes, rock rip rap, stub outs to future developments, testing, related earthwork, erosion control, and all necessary appurtenances required to provide storm drainage for all Lots within Improvement Area #1. Water Water improvements include trench excavation and embedment, trench safety, PVC piping, stub outs to future developments, testing, related earthwork, erosion control, and all necessary appurtenances required to provide water service for all Lots within Improvement Area #1. Paving Roadway improvements include subgrade stabilization, concrete and reinforcing steel for roadways, testing, and handicapped ramps, related earthworks, intersections, and re - vegetation of all disturbed areas within the right-of-way of Improvement Area #1. Street Lights Improvements including traffic signage, streetlights, and stop lights are included. These traffic and lighting improvements will provide a benefit to all Lots within Improvement Area #1. ■ Soft Costs Includes costs related to designing, constructing, and installing the Improvements Area #1 Improvements including land planning and design, City fees, engineering, soil testing, survey, construction management, contingency, legal costs, consultants, and costs associated with financing the Improvement Area #1 Improvements. B. Major Improvements Excavation Excavation improvements include excavation, intersections, and re -vegetation of all disturbed areas within the right-of-way benefitting the entire District. ■ Sanitary Sewer THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT 12 2023 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN Sanitary Sewer improvements include trench excavation and embedment, trench safety, PVC piping, manholes, concrete easement, stub outs to future developments, testing, related earthwork, erosion control, and all necessary appurtenances required to provide sanitary sewer service to the entire District. • Storm Sewer Storm Sewer improvements include earthen channels, swales, RCP piping and boxes, manholes, curb and drop inlets, headwalls, concrete flumes, rock rip rap, stub outs to future developments, testing, related earthwork, erosion control, and all necessary appurtenances required to provide storm drainage to the entire District. ■ Water Water improvements include trench excavation and embedment, trench safety, PVC piping, stub outs to future developments, testing, related earthwork, erosion control, and all necessary appurtenances required to provide water service to the entire District. ■ Paving Paving improvements include subgrade stabilization, concrete and reinforcing steel for roadways, testing, and handicapped ramps, related earthworks, intersections, and re - vegetation of all disturbed areas within the right-of-way of the District. ■ Soft Costs Includes costs related to designing, constructing, and installing the Major Improvements including land planning and design, City fees, engineering, soil testing, survey, construction management, contingency, legal costs, consultants, District Formation Expenses, and costs associated with financing the Improvement Area #1 Improvements. C. Bond Issuance Costs • Debt Service Reserve Fund Equals the amount to be deposited in a debt service reserve fund under an applicable Indenture in connection with the issuance of PID Bonds. ■ Underwriter's Discount Equals a percentage of the par amount of a particular series of PID Bonds related to the costs of underwriting such PID Bonds. ■ Cost of Issuance Includes costs of issuing a particular series of PID Bonds, including but not limited to issuer fees, attorney fees, financial advisory fees, consultant fees, appraisal fees, printing costs, THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT 13 2023 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN publication costs, City costs, fees charged by the Texas Attorney General, and any other cost or expense directly associated with the issuance of PID Bonds. D. Other Costs ■ First Year Annual Collection Costs Equals the amount necessary to fund the first years Annual Collection Costs for a particular series of PID Bonds. SECTION IV: SERVICE PLAN The PID Act requires the Service Plan to (i) cover a period of at least five years, (ii) define the annual projected costs and indebtedness for the Authorized Improvements undertaken within the District during the five-year period and (iii) include a copy of the notice form required by Section 5.014 of the Texas Property Code, as amended. The Service Plan must be reviewed and updated by the City Council at least annually in each Annual Service Plan Update. Exhibit C summarizes the Service Plan for Improvement Area #1. The notice form required by Section 5.014 of the Texas Property Code is attached hereto as Appendix B. Exhibit D summarizes the sources and uses of funds required to construct the Authorized Improvements. The sources and uses of funds shown on Exhibit D shall be updated in the Annual Service Plan Update to reflect any budget revisions and Actual Costs. SECTION V: ASSESSMENT PLAN The PID Act allows the City Council to apportion the costs of the Authorized Improvements to the Assessed Property and Apportioned Property based on the special benefit received from the Authorized Improvements. The PID Act provides that such costs may be apportioned: (1) equally per front foot or square foot; (2) according to the value of property as determined by the City, with or without regard to improvements constructed on the property; or (3) in any other manner approved by the City that results in imposing equal shares of such costs on property similarly benefited. The PID Act further provides that the governing body may establish by ordinance or order reasonable classifications and formulas for the apportionment of the cost between the City and the area to be assessed and the methods of assessing the special benefits for various classes of improvements. This section of this 2023 Amended and Restated Service and Assessment Plan describes the special benefit received by each Parcel within the District as a result of the Authorized Improvements and provides the basis and justification for the determination that this special THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT 14 2023 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN benefit equals or exceeds the amount of the Assessments to be levied on the Assessed Property for such Authorized Improvements. The determination by the City Council of the assessment methodologies set forth below is the result of the discretionary exercise by the City Council of its legislative authority and governmental powers and is conclusive and binding on the Developer and all future owners and developers of the Assessed Property and Apportioned Property. A. Assessment Methodology The City Council, acting in its legislative capacity based on information provided by the Developer and its engineer and reviewed by the City staff and by third -party consultants retained by the City, has determined that the costs related to the Authorized Improvements shall be allocated as follows: • The costs of the Improvement Area #1 Improvements shall be allocated 100% to Improvement Area #1 Assessed Property based on the ratio of the Estimated Buildout Value of each Lot Type designated as Improvement Area #1 Assessed Property to the Estimated Buildout Value of all Improvement Area #1 Assessed Property. • The costs of the Major Improvements shall be allocated 25.12%to Improvement Area #1 Assessed Property and 74.88% to the Remainder Area Apportioned Property pro rata based on the Estimated Buildout Value as illustrated on Exhibit B-2. B. Assessments Improvement Area #1 Assessments are levied on the Improvement Area #1 Assessed Property according to the Improvement Area #1 Assessment Roll attached hereto as Exhibit F-1. The projected Improvement Area #1 Annual Installments are shown on Exhibit F-2, and are subject to revisions made in any Annual Service Plan Update. The Maximum Assessment for each Lot Type within Improvement Area #1 is shown on Exhibit E. In no case will the Assessment for Lot Type 1, and Lot Type 2 within Improvement Area #1 exceed the corresponding Maximum Assessment. C. Findings of Special Benefit The City Council, acting in its legislative capacity based on information provided by the Developer and its engineer and reviewed by the City staff and by third -party consultants retained by the City, has found and determined: ImprovementAreo #1 • The total costs of the Improvement Area #1 Projects equal $9,896,675 as shown on Exhibit B-1; and THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT is 2023 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN ■ The Improvement Area #1 Assessed Property receives special benefit from the Improvement Area #1 Projects equal to or greater than the Actual Cost of the Improvement Area #1 Projects; and • With the adoption of the 2023 Assessment Ordinance, the Improvement Area #1 Assessed Property was allocated 100% of the Improvement Area #1 Assessment levied for the Improvement Area #1 Projects, which equals $7,419,000 as shown on the Improvement Area #1 Assessment Roll attached hereto as Exhibit F-1; and • The special benefit (>_ $9,896,675) received by the Improvement Area #1 Assessed Property from the Improvement Area #1 Projects was equal to or greater than the amount of the Improvement Area #1 Assessment ($7,419,000) levied on the Improvement Area #1 Assessed Property for the Improvement Area #1 Projects; and ■ At the time the City Council approved the 2023 Assessment Ordinance, the Developer owned 100% of the Improvement Area #1 Initial Parcel. The Developer acknowledged that the Improvement Area #1 Projects confer a special benefit on the Improvement Area #1 Initial Parcel and consented to the imposition of the Improvement Area #1 Assessment to pay for the Actual Costs associated therewith. The Developer ratified, confirmed, accepted, agreed to, and approved: (1) the determinations and findings by the City Council as to the special benefits described herein and the applicable Assessment Ordinance; (2) this 2023 Amended and Restated Service and Assessment Plan and the applicable Assessment Ordinance; and (3) the levying of the Improvement Area #1 Assessment on the Improvement Area #1 Initial Parcel. • Remainder Area • The total costs of the Remainder Area Projects allocable to the Remainder Area as financed by the Developer equals $4,003,868 as shown on Exhibit B-2; and ■ The Remainder Area receives special benefit from the Remainder Area Projects equal to or greater than the Actual Cost of the Remainder Area Projects apportioned to the Remainder Area Apportioned Property; and • The Remainder Area Apportioned Property will be apportioned 100% of the Remainder Area Projects, which equals $4,003,868 as shown on Exhibit B-2, of which all or a portion of such amount is expected to be levied by the City at a later date; and ■ At the time the City Council approved the 2023 Assessment Ordinance, the Developer owned 100% of the Remainder Area Apportioned Property. The THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT 16 2023 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN Developer acknowledged that the Remainder Area Projects confer a special benefit on the Remainder Area Apportioned Property and consented to the imposition of the Remainder Area Apportionment of Costs in anticipation of a future levy of Assessments by the City Council to pay for all or a portion of the Remainder Area Apportionment of Costs of Remainder Area Projects associated therewith. The Developer ratified, confirmed, accepted, agreed to, and approved: (1) the determinations and findings by the City Council as to the special benefits described herein; (2) the Original Service and Assessment Plan; and (3) the Apportionment of Costs on the Remainder Area Apportioned Property. D. Annual Collection Costs The Annual Collection Costs shall be paid for annually by the owner of each Parcel pro rata based on the ratio of the amount of outstanding Assessment remaining on the Parcel to the total outstanding Assessment. The Annual Collection Costs shall be collected as part of and in the same manner as Annual Installments in the amounts shown on the Assessment Roll, which may be revised based on actual costs incurred in Annual Service Plan Updates. E. Additional Interest The interest rate on Assessments securing PID Bonds may exceed the interest rate on the PID Bonds by the Additional Interest Rate. To the extent required by any Indenture, Additional Interest shall be collected as part of each Annual Installment and shall be deposited pursuant to the applicable Indenture. - -- SECTION VI: TERMS OF THE ASSESSMENTS A. Reallocation of Assessments 1. Upon Division Prior to Recording of Subdivision Plat Upon the division of any Assessed Property (without the recording of subdivision plat), the Administrator shall reallocate the Assessment for the Assessed Property prior to the division among the newly divided Assessed Properties according to the following formula: A=Bx(C=D) Where the terms have the following meanings: A = the Assessment for the newly divided Assessed Property B = the Assessment for the Assessed Property prior to division C = the Estimated Buildout Value of the newly divided Assessed Property D = the sum of the Estimated Buildout Value for all of the newly divided Assessed Properties THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT 17 2023 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN The calculation of the Assessment of an Assessed Property shall be performed by the Administrator and shall be based on the Estimated Buildout Value of that Assessed Property, relying on information from homebuilders, market studies, appraisals, Official Public Records of the County, and any other relevant information regarding the Assessed Property, as provided by the Developer. The Estimated Buildout Value for Lot Type 1 and Lot Type 2 are shown on Exhibit E and will not change in future Annual Service Plan Updates. The calculation as confirmed by the City Council shall be conclusive. The sum of the Assessments for all newly divided Assessed Properties shall equal the Assessment for the Assessed Property prior to subdivision. The calculation shall be made separately for each newly divided Assessed Property. The reallocation of an Assessment for an Assessed Property that is a homestead under Texas law may not exceed the Assessment prior to the reallocation. Any reallocation pursuant to this section shall be reflected in the next Annual Service Plan Update and approved by the City Council. 2. Upon Subdivision by a Recorded Subdivision Plat Upon the subdivision of any Assessed Property based on a recorded subdivision plat, the Administrator shall reallocate the Assessment for the Assessed Property prior to the subdivision among the new subdivided Lots based on Estimated Buildout Value according to the following formula: A = [B x (C _ D))/E Where the terms have the following meanings: A = the Assessment for the newly subdivided Lot B = the Assessment for the Parcel prior to subdivision C= the sum of the Estimated Buildout Value of all newly subdivided Lots with same Lot Type D = the sum of the Estimated Buildout Value for all of the newly subdivided Lots excluding Non -Benefited Property E= the number of newly subdivided Lots with same Lot Type Prior to the recording of a subdivision plat, the Developer shall provide the City an Estimated Buildout Value for each Lot to be create after recording the subdivision plat as of the date of the subdivision plat is anticipated to be recorded. The calculation of the Assessment for a Lot shall be performed by the Administrator and confirmed by the City Council based on Estimated Buildout Value information provided by the Developer, homebuilders, third party consultants, and/or the Official Public Records of the County regarding the Lot. The Estimated Buildout Value for Lot Type 1 and Lot Type 2 are shown on Exhibit E and will not change in future Annual Service Plan Updates. THE WOODS AT UNDSEY PLACE PUBLIC IMPROVEMENT DISTRICT is 2023 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN The sum of the Assessments for all newly subdivided Lots shall not exceed the Assessment for the portion of the Assessed Property subdivided prior to subdivision. The calculation shall be made separately for each newly subdivided Assessed Property. The reallocation of an Assessment for an Assessed Property that is a homestead under Texas law may not exceed the Assessment prior to the reallocation. Any reallocation pursuant to this section shall be reflected in the next Annual Service Plan Update and approved by the City Council. 3. Upon Consolidation If two or more Lots or Parcels are consolidated into a single Parcel or Lot, the Administrator shall allocate the Assessments against the Lots or Parcels before the consolidation to the consolidated Lot or Parcel, which allocation shall be reflected in the next Annual Service Plan Update and approved by the City Council. The Assessment for any resulting Lot may not exceed the Maximum Assessment for the applicable Lot Type and compliance may require a mandatory Prepayment of Assessments pursuant to Section VI.C. B. Mandatory Prepayment of Assessments If an Assessed Property or a portion thereof is conveyed to a party that is exempt from payment of the Assessment under applicable law, or the owner causes a Lot, Parcel or portion thereof to become Non -Benefited Property, the owner of such Lot, Parcel or portion there of shall pay to the City the full amount of the Assessment, plus all Prepayment Costs and Delinquent Collection Costs for such Assessed Property, prior to any such conveyance or act. Following payment of the foregoing costs in full, the City shall provide the owner with a recordable "Notice of PID Assessment Termination," a form of which is attached hereto as Exhibit H. C. True -Up of Assessments if Maximum Assessment Exceeded at Plat Prior to the City approving a final subdivision plat, the Administrator will certify that such plat will not result in the Assessment per Lot for any Lot Type to exceed the Maximum Assessment. If the Administrator determines that the resulting Assessment per Lot for any Lot Type will exceed the Maximum Assessment for that Lot Type, then (1) the Assessment applicable to each Lot Type shall each be reduced to the Maximum Assessment, and (2) the person or entity filing the plat shall pay to the City the amount the Assessment was reduced, plus Prepayment Costs and Delinquent Collection Costs, if any, prior to the City approving the final plat. The City's approval of a plat without payment of such amounts does not eliminate the obligation of the person or entity filing the plat to pay such amounts. THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT 19 2023 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN D. Reduction of Assessments If as a result of cost savings or the failure to construct all or a portion of an Authorized Improvement, the Actual Costs of completed Authorized Improvements are less than the Assessments, (i) in the event PID Bonds are not issued, the City Council shall reduce each Assessment on a pro rata basis such that the sum of the resulting reduced Assessments for all Assessed Property equals the reduced Actual Costs that were expended, or (ii) in the event that PID Bonds are issued, the Trustee shall apply amounts on deposit in the applicable account of the Project Fund, relating to the PID Bonds, that are not expected to be used for purposes of the Project Fund to redeem outstanding PID Bonds, unless otherwise directed by the applicable Indenture. Excess PID Bond proceeds shall be applied to redeem outstanding PID Bonds. The Assessments shall not, however, be reduced to an amount less than the amount required to pay all debt service requirements on all outstanding PID Bonds. The Administrator shall update (and submit to the City Council for review and approval as part of the next Annual Service Plan Update) the Assessment Roll and corresponding Annual Installments to reflect the reduced Assessments. E. Prepayment of Assessments The owner of any Assessed Property may pay, at any time, all or any part of an Assessment in accordance with the PID Act. Prepayment Costs, if any, may be paid from a reserve established under the applicable Indenture. If an Annual Installment has been billed, or the Annual Service Plan Update has been approved by City Council prior to the Prepayment, the Annual Installment shall be due and payable and shall be credited against the Prepayment. If an Assessment on as Assessed Property is prepaid in full, with Prepayment Costs, (1) the Administrator shall cause the Assessment to be reduced to zero on said Assessed Property and the Assessment Roll to be revised accordingly; (2) the Administrator shall prepare the revised Assessment Roll and submit such revised Assessment Roll to the City Council for review and approval as part of the next Annual Service Plan Update; (3) the obligation to pay the Assessment and corresponding Annual Installments shall terminate with respect to said Assessed Property; and (4) the City shall provide the owner with a recordable "Notice of PID Assessment Termination." If an Assessment on an Assessed Property is prepaid in part, with Prepayment Costs: (1) the Administrator shall cause the Assessment to be reduced on said Assessed Property and the Assessment Roll revised accordingly; (2) the Administrator shall prepare the revised Assessment Roll and submit to the City Council for review and approval as part of the next Annual Service Plan Update; and (3) the obligation to pay the Assessment will be reduced to the extent of the Prepayment made. THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT 20 2023 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN F. Payment of Assessment in Annual Installments Assessments that are not paid in full shall be due and payable in Annual Installments. Exhibit F-2 shows the projected Improvement Area #1 Annual Installments. Annual Installments are subject to adjustment in each Annual Service Plan Update. Prior to the recording of a final subdivision plat, if any Parcel shown on the Assessment Roll is assigned multiple tax parcel identification numbers for billing and collection purposes, the Annual Installment shall be allocated pro rata based on the acreage of the property not including any Non -Benefited Property or Non -Assessed Property, as shown by the Collin Central Appraisal District for each tax parcel identification number The Administrator shall prepare and submit to the City Council for its review and approval an Annual Service Plan Update to allow for the billing and collection of Annual Installments. Each Annual Service Plan Update shall include updated Assessment Rolls and updated calculations of Annual Installments. The Annual Collection Costs for a given Assessment shall be paid by the owner of each Parcel pro rata based on the ratio of the amount of outstanding Assessment remaining on the Parcel to the total outstanding Assessment. Annual Installments shall be reduced by any credits applied under an applicable Indenture, such as capitalized interest, interest earnings on account balances, and any other funds available to the Trustee for such purposes. Annual Installments shall be collected by the City in the same manner and at the same time as ad valorem taxes. Annual Installments shall be subject to the penalties, procedures, and foreclosure sale in case of delinquencies as set forth in the PID Act and in the same manner as ad valorem taxes due and owing to the City. The City Council may provide for other means of collecting Annual Installments. Assessments shall have the lien priority specified in the PID Act. Sales of the Assessed Property for nonpayment of Annual Installments shall be subject to the lien for the remaining unpaid Annual Installments against the Assessed Property, and the Assessed Property may again be sold at a judicial foreclosure sale if the purchaser fails to timely pay any of the remaining unpaid Annual Installments as they become due and payable. The City reserves the right to refund PID Bonds in accordance with applicable law, including the PID Act. In the event of a refunding, the Administrator shall recalculate the Annual Installments so that total Annual Installments will be sufficient to pay the refunding bonds, and the refunding bonds shall constitute "PID Bonds." Each Annual Installment of an Assessment, including interest on the unpaid principal of the Assessment, shall be updated annually. Each Annual Installment shall be due when billed and shall be delinquent if not paid prior to February 1 of the following year. The initial Annual Installments shall be due when billed and shall be delinquent if not paid prior to February 1, 2024. Failure of an owner of an Assessed Property to receive an invoice for an Annual Installment on the property tax bill shall not relieve said owner of the responsibility for payment of the THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT 21 2023 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN Assessment. Assessments, or Annual Installments thereof, that are delinquent shall incur Delinquent Collection Costs. The City may provide for other means of collecting the Annual Installments to the extent permitted by the PID Act, or other applicable law. G. Prepayment as a Result of an Eminent Domain Proceeding or Taking Subject to applicable law, if any portion of any Parcel of Assessed Property is taken from an owner as a result of eminent domain proceedings or if a transfer of any portion of any Parcel of Assessed Property is made to an entity with the authority to condemn all or a portion of the Assessed Property in lieu of or as a part of an eminent domain proceeding (a "Taking'), the portion of the Assessed Property that was taken or transferred (the "Taken Property") shall be reclassified as Non -Benefited Property. For the Assessed Property that is subject to the Taking as described in the preceding paragraph, the Assessment that was levied against the Assessed Property (when it was included in the Taken Property) prior to the Taking shall remain in force against the remaining Assessed Property (the Assessed Property less the Taken Property) (the "Remaining Property"), following the reclassification of the Taken Property as Non -Benefited Property, subject to an adjustment of the Assessment applicable to the Remaining Property after any required Prepayment as set forth below. The owner of the Remaining Property will remain liable to pay in Annual Installments, or payable as otherwise provided by this 2023 Amended and Restated Service and Assessment Plan, as updated, or the PID Act, the Assessment that remains due on the Remaining Property, subject to an adjustment in the Assessment applicable to the Remaining Property after any required Prepayment as set forth below. Notwithstanding the foregoing, if the Assessment that remains due on the Remaining Property exceeds the applicable Maximum Assessment, the owner of the Remaining Property will be required to make a Prepayment in an amount necessary to ensure that the Assessment against the Remaining Property does not exceed such Maximum Assessment, in which case the Assessment applicable to the Remaining Property will be reduced by the amount of the partial Prepayment. If the City receives all or a portion of the eminent domain proceeds (or payment made in an agreed sale in lieu of condemnation), such amount shall be credited against the amount of prepayment, with any remainder credited against the assessment on the Remaining Property. In all instances the Assessment remaining on the Remaining Property shall not exceed the applicable Maximum Assessment. By way of illustration, if an owner owns 100 acres of Assessed Property subject to a $100 Assessment and 10 acres is taken through a Taking, the 10 acres of Taken Property shall be reclassified as Non -Benefited Property and the remaining 90 acres of Remaining Property shall be subject to the $100 Assessment (provided that this $100 Assessment does not exceed the Maximum Assessment on the Remaining Property). If the Administrator determines that the THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT 22 2023 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN $100 Assessment reallocated to the Remaining Property would exceed the Maximum Assessment, as applicable, on the Remaining Property by $10, then the owner shall be required to pay $10 as a Prepayment of the Assessment against the Remaining Property and the Assessment on the Remaining Property shall be adjusted to be $90. Notwithstanding the previous paragraphs in this subsection, if the owner of the Taken Property notifies the City and the Administrator that the Taking prevents the Remaining Property from being developed for any use which could support the Estimated Buildout Value requirement, the owner shall, upon receipt of the compensation for the Taken Property, be required to prepay the amount of the Assessment required to buy down the outstanding Assessment to the applicable Maximum Assessment on the Remaining Property to support the Estimated Buildout Value requirement. Said owner will remain liable to pay the Annual Installments on both the Taken Property and the Remaining Property until such time that such Assessment has been prepaid in full. Notwithstanding the previous paragraphs in this subsection, the Assessments shall never be reduced to an amount less than the amount required to pay all outstanding debt service requirements on all outstanding PID Bonds. SECTION VII: ASSESSMENT ROLL The list of current Lots within the District, the corresponding total Assessments, and current Annual Installment by Lot for Improvement Area #1 are shown on the Assessment Roll attached hereto as Exhibit F-1. The Lots shown on the Assessment Roll will receive the bills for the 2023 Annual Installments which will be delinquent if not paid by January 31, 2024. The Improvement Area #1 Assessment Roll is attached as Exhibit F-1. The Administrator shall prepare and submit to the City Council for review and approval proposed revisions to the Improvement Area #1 Assessment Roll and Improvement Area #1 Annual Installments for each Parcel as part of each Annual Service Plan Update. SECTION Vill: ADDITIONAL PROVISIONS A. Calculation Errors If the owner of a Parcel claims that an error has been made in any calculation required by this 2023 Amended and Restated Service and Assessment Plan, including, but not limited to, any calculation made as part of any Annual Service Plan Update, said owner's sole and exclusive remedy shall be to submit a written notice of error to the Administrator by December 11 of the year following City Council's approval of the calculation. Otherwise, said owner shall be deemed to have unconditionally approved and accepted the calculation. The Administrator shall provide THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT 23 2023 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN a written response to the City Council and the owner not later than 30 days of such receipt of a written notice of error by the Administrator. The City Council shall consider the owner's notice of error and the Administrator's response at a public meeting, and not later than 30 days after closing such meeting, the City Council shall make a final determination as to whether an error has been made. If the City Council determines that an error has been made, the City Council take such corrective action as is authorized by the PID Act, this 2023 Amended and Restated Service and Assessment Plan, the applicable Assessment Ordinance, the applicable Indenture, or as otherwise authorized by the discretionary power of the City Council. The determination by the City Council as to whether an error has been made, and any corrective action taken by the City Council, shall be final and binding on the owner and the Administrator. B. Amendments Amendments to this 2023 Amended and Restated Service and Assessment Plan must be made by the City Council in accordance with the PID Act. To the extent permitted by the PID Act, this 2023 Amended and Restated Service and Assessment Plan may be amended without notice to owners of the Assessed Property: (1) to correct mistakes and clerical errors; (2) to clarify ambiguities; and (3) to provide procedures to collect Assessments, Annual Installments, and other charges imposed by this 2023 Amended and Restated Service and Assessment Plan. C. Administration and Interpretation The Administrator shall: (1) perform the obligations of the Administrator as set forth in this 2023 Amended and Restated Service and Assessment Plan; (2) administer the District for and on behalf of and at the direction of the City Council; and (3) interpret the provisions of this 2023 Amended and Restated Service and Assessment Plan. Interpretations of this 2023 Amended and Restated Service and Assessment Plan by the Administrator shall be in writing and shall be appealable to the City Council by owners of Assessed Property adversely affected bythe interpretation. Appeals shall be decided by the City Council after holding a public meeting at which all interested parties have an opportunity to be heard. Decisions by the City Council shall be final and binding on the owners of Assessed Property and developers and their successors and assigns. D. Form of Buyer Disclosure/Filing Requirements Per Section 5.014 of the Texas Property Code, as amended, this 2023 Amended and Restated Service and Assessment Plan, and any future Annual Service Plan Updates, shall include a form of the buyer disclosures for the district. The buyer disclosures are attached hereto as Appendix B. Within seven days of approval by the city Council, the City shall file and record in the real property records of the County the executed ordinance of this 2023 Amended and Restated Service and Assessment Plan, or any future Annual Service Plan Updates. The executed ordinance, including any attachments, approving this Service an Assessment Plan or any future Annual Service Plan Updates shall be filed and recorded in their entirety. THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT 24 2023 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN E. Severability If any provision of this 2023 Amended and Restated Service and Assessment Plan is determined by a governmental agency or court to be unenforceable, the unenforceable provision shall be deleted and, to the maximum extent possible, shall be rewritten to be enforceable. Every effort shall be made to enforce the remaining provisions. Section IX: Additional Updates Improvement Area #1 The final plat of The Woods At Lindsey Place Phase 1, attached hereto as Exhibit A-2, was filed and recorded with the County on March 21, 2023, and consists of 218 residential Lots and 4 Non - Benefited Properties. [Remainder of page left intentionally blank.] THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT 25 2023 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN EXHIBITS The following Exhibits are attached to and made a part of this 2023 Amended and Restated Service and Assessment Plan for all purposes: Exhibit A-1 Map of the District Exhibit A-2 Final Plat for Improvement Area #1 Exhibit A-3 Map of Improvement Area #1 Exhibit A-4 Lot Type Classification Map Exhibit B-1 Authorized Improvements Exhibit B-2 Remainder Area Apportionment of Costs Exhibit C Service Plan Exhibit D Sources and Uses of Funds Exhibit E Maximum Assessment and Tax Rate Equivalent Exhibit F-1 Improvement Area #1 Assessment Roll Exhibit F-2 Projected Improvement Area #1 Annual Installments Exhibit G-1 Maps of Improvement Area #1 Improvements Exhibit G-2 Maps of Major Improvements Exhibit H Form of Notice of PID Assessment Termination Exhibit 1-1 District Legal Description Exhibit 1-2 Improvement Area #1 Legal Description APPENDICES The following Appendices are attached to and made a part of this 2023 Amended and Restated Service and Assessment Plan for all purposes: Appendix A Engineer's Report Appendix B Buyer Disclosures THE WOODS AT UNDSEY PLACE PUBLIC IMPROVEMENT DISTRICT 26 2023 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN Exhibit A-2 - Final Plat for Improvement Area #1 1'1111'Ili \\•1f '. i. d 1- 13 lid LI _ T -TI_ --.- COPY N �I :,p15 \-� fl O_•: i LEI u: D LCG . 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MP.i 1 Nk, Or 9 flr L:G: V. w wn :ees., armrol va ry er r• ...k exLM cxaTr. - K 1101NIm111' - THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT 31 2023 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN EXHIBIT A-3 - MAP OF IMPROVEMENT AREA #1 EXHIBIT P-1: IMPROVEMENT AREA 1 BOUNDARY EXHIBIT THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT 32 2023 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN EXHIBIT A-4 -LOT TYPE CLASSIFICATION MAP W LOTS IOD Ss.721 w LOTS - I SULMMOV401 I60101% jr1,. L-J THE WOODS AT LINDSEV PLACE PUBLIC IMPROVEMENT DISTRICT 33 2023 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN EXHIBIT B-1- AUTHORIZED IMPROVEMENTS Improvement Area NI Improvements Erosion Control $ 57,000 $ - $ - $ 57,000 100.00% $ 57,000 0.0D% $ - Excavation 162,500 - - 162,500 100.00% 162,500 DOD% Sanitary Sewer 1,053,228 - - 1,053,228 100.00% 1,053,228 ODD% - Storm Sewer 1,771,838 - - 1,771,838 100,00% 1,771,838 0.00% - Water 1,223,596 - - 1,123,596 100.00% 1,123,596 0.00% - Paving 1,772,441 - - 1,772,441 100.00% 1,772,441 0.00% - Street Lights 66,000 - - 66,000 100.00% 66,000 0.00% Soft Costs' 1,329,145 - - 1,329,145 100.00% 1,329,145 0.00% $ 7,335,748 $ - $ - $ 7,335,748 $ 7,335,748 $ - Major Improvements Excavation $ 612,616 93,824 $ - $ 518,792 25.12% $ 130,334 74.88% $ 388,458 Sanitary Sewer 1,212,374 185,679 - 1,026,695 25.12% 257,932 74.88% 768,763 Storm Sewer 1,136,739 174,095 - 962,644 25.12% 241,841 74.88% 720,803 Water 758,402 116,152 - 642,250 25.12% 161,350 74.88% 480,901 Paving 1,450,080 222,084 - 1,227,996 25.12% 308,504 74.88% 919,492 Soft Costs' 1,144,068 175,218 968,850 25.12% 243,400 74.88% 725,450 $ 6,314,279 $ 967,052 $ - $ 5,347,227 T 1,343,359 $ 4,003,868 Private Improvements Private Improvements $ 5,957,494 $ - $5,957,494 $ $ - $ - $ 5,957,494 $ - $ 5,957,494 $ - $ - $ - Bond Issuance Costs Debt Service Reserve Fund $ 527,258 $ - $ - $ 527,258 $ 527,258 $ Underwriter Discount 222,570 - - 222,570 222,570 - Costoflssuance 427,740 427,740 427,740 $ 1,177,567 $ - $ - $ 1,177,567 $ 1,177,567 $ - OtherCosts First Year Annual Collection Costs $ 40,000 $ $ $ 40,000 $ 40,000 $ $ 40,000 $ - $ - $ 40,000 $ 40,000 $ - Total $20,825,088 $ 967,052 $ 5,957,494 $ 13,900,543 $ 9,896,675 $ 4,003,868 Footnotes: 1) Costs based on Engineer's Report, attached hereto as Appendix A. 2) Non -Assessed Property allocated 15.32%of Major Improvements based on Acreage ($6,314,279 • 15.32% = $967,052 3) Includes Engineering and Contingency as detailed in the Engineer's Report. THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT 34 2023 AMEDNED AND RESTATED SERVICE AND ASSESSMENT PLAN EXHIBIT B-2 - REMAINDER AREA APPORTIONMENT OF COSTS Footnotes: 1) The costs of the Major Improvements apportioned pro rata based on Estimated Buildout Value between Improvement Area #1 and the Remainder Area. THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT 35 2023 AMEDNED AND RESTATED SERVICE AND ASSESSMENT PLAN EXHIBIT C -SERVICE PLAN Principal $ 133,000.00 $ 110,000.00 $ 115,000.00 $ 121,000.00 $ 126,000.00 Interest 391,262.56 413,977.50 408,615.00 403,008.76 397,110.00 (1) $ 524,262.56 $ 523,977.50 $ 523,615.00 $ 524,008.76 $ 523,110.00 Annual Collection Costs (2) $ 40,000.00 $ 40,800.00 $ 41,616.00 $ 42,448.32 $ 43,297.29 Additional Interest (3) $ 37,095.00 $ 36,430.00 $ 35,880.00 $ 35,305.00 $ 34,700.00 Total Annual Installment (3) = (1) + (2) $ 601,357.56 $ 601,207.50 $ 601,111.00 $ 601,762.08 $ 601,107.29 THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT 36 2023 AMEDNED AND RESTATED SERVICE AND ASSESSMENT PLAN EXHIBIT D - SOURCES AND USES OF FUNDS Improvement Area #1 Issuance Discount Developer Contribution - Improvement Area #1' Developer Contribution - Remainder Areal Developer Contribution - Non -Assessed Property' Developer Contribution - Private Improvements' Total Sources Improvement Area #1 Improvements Major Improvements Private Improvements Bond Issuance Costs Debt Service Reserve Fund Underwriters Discount Cost of Issuance Other Costs First Year Annual Collection Costs Total Uses 967,052 5,957,494 $ 6,924,546 967,052 5,957,494 $ 6,924,546 I (51,433) 2,529,108 4,003,868 7,335,748 $ - 1,343,359 4,003,868 $ 8,679,108 T4,003,868 $ 527,258 $ - 222,570 - 427,740 - $ 1,177,567 $ - $ 40,000 $ $ 40,000 $ 6,924,546 $ 9,896,675 $4,003,868 Footnotes: 1) Not reimbursable to the Developer through Assessments or PID Bond proceeds. 2) Apportioned costs to be levied in part or in full at a later date. THE WOODSAT UNDSEY PLACE PUBLIC IMPROVEMENT DISTRICT 37 2023 AMEDNED AND RESTATED SERVICE AND ASSESSMENT PLAN EXHIBIT E - MAXIMUM ASSESSMENT AND TAX RATE EQUIVALENT Footnotes: 1) Per information provided by the Developer. THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT 38 2023 AMEDNED AND RESTATED SERVICE AND ASSESSMENT PLAN EXHIBIT F-1- IMPROVEMENT AREA #1 ASSESSMENT ROLL Footnotes: 1) Total may not match the total Outstanding Assessment or Annual Installment due to rounding. 2) As of January 2023, the entire Improvement Area #1 is contained within Property ID 2832376. For billing purposes, the Improvement Area #1 Annual Installment due 1/31/2024 shall be allocated pro rata based on acreage. THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT 39 2023 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN EXHIBIT F-2 - PROJECTED IMPROVEMENT AREA #1 ANNUAL INSTALLMENT 2024 $ 133,000.00 $ 391,262.56 $ 37,095.00 $ - $ 40,000.00 $ 601,357.56 2025 $ 110,000.00 $ 413,977.50 $ 36,430.00 $ - $ 40,800.00 $ 601,207.50 2026 $ 115,000.00 $ 408,615.00 $ 35,880.00 $ - $ 41,616.00 $ 601,111.00 2027 $ 121,000.00 $ 403,008.76 $ 35,305.00 $ - $ 42,448.32 $ 601,762.08 2028 $ 126,000.00 $ 397,110.00 $ 34,700.00 $ - $ 43,297.29 $ 601,107.29 2029 $ 132,000.00 $ 390,967.50 $ 34,070.00 $ - $ 44,163.24 $ 601,200.74 2030 $ 138,000.00 $ 384,532.50 $ 33,410.00 $ - $ 45,046.50 $ 600,989.00 2031 $ 145,000.00 $ 377,805.00 $ 32,720.00 $ - $ 45,947.43 $ 601,472.43 2032 $ 153,000.00 $ 369,648.76 $ 31,995.00 $ - $ 46,866.38 $ 601,510.14 2033 $ 161,000.00 $ 361,042.50 $ 31,230.00 $ - $ 47,803.71 $ 601,076.21 2034 $ 170,000.00 $ 351,986.26 $ 30,425.00 $ - $ 48,759.78 $ 601,171.04 2035 $ 180,000.00 $ 342,423.76 $ 29,575.00 $ - $ 49,734.98 $ 601,733.74 2036 $ 190,000.00 $ 332,298.76 $ 28,675.00 $ - $ 50,729.68 $ 601,703.44 2037 $ 200,000.00 $ 321,611.26 $ 27,725.00 $ - $ 51,744.27 $ 601,080.53 2038 $ 212,000.00 $ 310,361.26 $ 26,725.00 $ - $ 52,779.16 $ 601,865.42 2039 $ 223,000.00 $ 298,436.26 $ 25,665.00 $ - $ 53,834.74 $ 600o936.00 2040 $ 236,000.00 $ 285,892.50 $ 24,550.00 $ - $ 54,911.43 $ 601,353.93 2041 $ 249,000.00 $ 272,617.50 $ 23,370.00 $ - $ 56,009.66 $ 600,997.16 2042 $ 264,000.00 $ 258,611.26 $ 22,125.00 $ - $ 57,129.85 $ 601,866.11 2043 $ 279,000.00 $ 243,761.26 $ 20,805.00 $ - $ 58,272.45 $ 601,838.71 2044 $ 294,000.00 $ 228,067.50 $ 19,410.00 $ - $ 59,437.90 $ 600,915.40 2045 $ 312,000.00 $ 210,795.00 $ 17,940.00 $ - $ 60,626.66 $ 601,361.66 2046 $ 331,000.00 $ 192,465.00 $ 16,380.00 $ - $ 61,839.19 $ 601,684.19 2047 $ 350,000.00 $ 173,018.76 $ 14,725.00 $ - $ 63,075.97 $ 600,819.73 2048 $ 372,000.00 $ 152,456.26 $ 12,975.00 $ - $ 64,337.49 $ 601,768.75 2049 $ 394,000.00 $ 130,601.26 $ 11,115.00 $ - $ 65,624.24 $ 601,340.50 2050 $ 418,000.00 $ 107,453.76 $ 9,145.00 $ - $ 66,936.72 $ 601,535.48 2051 $ 443,000.00 $ 82,896.26 $ 7,055.00 $ - $ 68,275.45 $ 601,226.71 2052 $ 470,000.00 $ 56,870.00 $ 4,840.00 $ - $ 69,640.96 $ 601,350.96 2053 $ 498,000.00 S 29,257.50 S 2,490.00 S(527.257.50) S 71,033.78 S 73,523.78 Footnotes: 1) Interest rate on Improvement Area #1 Bonds is calculated at 4.875%, 5.625%, and 5.875% for bonds with a maturity of 9/15/2030, 9/15/2043, and 9/15/2053, respectively. 2) Assumes the Reserve Fund is fully funded and available to reduce Annual Installments in the final year. 3) The figures shown above are estimates only and subject to change in Annual Service Plan Updates. Changes in Annual Collection Costs, Interest earnings, or other available offsets could increase or decrease the amounts shown. THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT 40 2023 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN EXHIBIT F-3 - IMPROVEMENT AREA #1 DEBT SERVICE SCHEDULE NET DEBT SERVICE Period Ending Principal Coupon City of Anna, Texas Special Assessment Revenue Bonds, Series 2023 The Woods at Lindsey Place Public Improvement District Improvement Area Rl Project Callable on 9/15/2031 •••FINAL NUMBERS*-* Underwriter: FMSbonds, Inc. Delinquency and Total Prepayment Interest Debt Service Reserve Levy Debt Service Admin Reserve Fund Net Debt Service 09/30/2024 133.000 4.875% 391,262.56 524,262.56 37,095 40=W 601,357.56 09/30/2025 110,000 4.875% 413.977.50 523,977.50 36,430 40AW.00 601.207.50 09/30/2026 115,000 4.875% 408,615.00 523,615.00 35,880 41,616.00 601,121.00 09/30/2027 121,000 4.875% 403,008.76 524,008.76 35.305 42,448.32 601,762.09 09/30/2029 126,000 4.875% 397,110.00 523,11000 34,700 43,297.29 601.107.29 09/30/1029 132,000 4.875% 390,967.50 522,967.50 34,070 44,163.24 601.2W.74 09/30/2030 138,000 4.875% 394,532.50 522,53250 33,410 45,046.50 60D,989.00 09/30/2031 145,000 5.625% 377,805.00 522905.00 32,720 45,947,43 601,472.43 09/30/2032 153.000 5.625% 369,648.76 522,648.76 31,995 46,866.38 60L510.14 09/30/2033 161,000 5.625% 361,042.50 522.042.50 31,230 47,803.72 601.076.21 09/30/2034 170,OOD 5.625% 351,986.26 521,986.26 30,425 48,759.78 601,171.04 09/30/2035 180,000 5.625% 342,423.76 522,423.76 29,575 49,734.98 601.733.74 09/30/2036 190,OOD 5.625% 332,298.76 522.298.76 29,675 50.729.68 601,703.44 09/30/2037 200,000 5.625% 321,611.26 521,61126 27,725 S1,744.27 601,080.53 09/30/2038 212,000 5.625% 330,361.26 522,361.26 26,725 52,779.16 601,965.42 09/30/Z039 223,000 5.625% 298,436.26 521,436.26 25,665 53,834.74 600,936.00 09/30/2040 236,000 5.625% 285,892.50 521,892.50 24,SS0 54,911.43 60L353.93 09/30/2041 249,000 5.625% 272.617.50 521,617.50 23,370 56,009.66 600.997.16 09/30/2042 264,000 5.625% 258,611.26 522,61L26 22,125 57,129.95 601.866.11 09/30/2043 279,000 5.625% 243,761.26 522,761.26 20,805 5%272AS 601.838.71 09/30/20" 294,000 5.875% 228,067.50 $22,067.50 19,410 59,437.90 600,915.40 09/30/2045 312,000 5975% 210,795.00 52L795.00 17,940 60.626.66 601,361.66 09/30/2046 333,000 5.875% 192,465.00 523A6S.00 1613M 61,839.19 60L684.19 09130/2D47 350,000 5.875% 173,018.76 523,018.76 14,725 63,075.97 600,919.73 09/30/2048 372.000 5.875% 152,456.26 524ASC26 I2,975 64,337A9 602.768.75 09/30/2049 394.000 5.875% 130,601.26 524,601.26 11,115 65.624.24 601,340.50 Sep1L 20231190 am Prepared by Hilltop Securities (eaa) (Finance 8.901 The Woods at Lindsey Place PID:TWLPND-5231A1) Pagel) THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT 41 2023 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN NET DEBT SERVICE City of Anna, Texas Special Assessment Revenue Bonds, Series 2023 The Woods at Lindsey Place Public Improvement District Improvement Area 01 Project Callable on 9/15/2031 •••FINAL NUMBERS' Underwriter. FMSbonds, Inc. Delinpuenry, and Period Total Prepayment Debt Service Net Ending Principal Coupon Interest Debt Service Reserve Levy Admin Reserve Fund Debt Service 09/30/2050 419.000 5.875% 107,453.76 525A53.76 9,145 66,936.72 601,535.48 09/30/2051 443,000 5.875% 82,896.26 525,896.26 7,055 68,275.45 601,226.71 09/30/2052 470.000 5.875% 56,370.00 526,870.00 4.940 69.640.96 601,350.96 09/30/2053 498.000 5.875% 29,257.50 527,257.50 2,490 71,033.78 527,25750 73.523.78 7,419,000 8.279.85L46 15,698,851.46 718,550 L622,723.23 527.25750 17,51L867.19 Sep 12, 2023 1130 am Prepared by Hilltop Securities (en) THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT 2023 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN (Finance 8.901 The Woods at Lindsey Place PID:TWLPPID-523_MI) Page 10 42 i EXHIBIT G-1- MAPS OF IMPROVEMENT AREA #1 IMPROVEMENTS di .;I jl3r. I I; rr- lbi1_-_-_-_-_ �. 1 \ • I i t___ I t I � I 1 I I Wo J//POaaVP PAWY OHLERI/ EXHIBIT C-1: IMPROVEMENT AREA 1 B OHL R/ ON -SITE DEVELOPER ROADWAY IMPROVEMENTS THE WOODS AT LINDSEY PLACE - �'.... ANNA, TEXAS THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT 43 2023 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN rl ---------------- - 7HR0CAM W?I5hVPAWy ;tl EXHIBIT D-9: ON -SITE IMPROVEMENT AREA ? BOHLER// DEVELOPER SANITARY SEWER IMPROVEMENTS THE WOODS AT LINDSEY PLACE - - THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT 44 2023 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 1� rh. \ L --- ' � I 1 wnra.r.mu. I Iwen�uruu. , 1 , rhW0a42A%WWPAlW BOHLER// EXHIBIT E-9: ON -SITE IMPROVEMENT AREA 9-'...�. DEVELOPER STORM SEWER IMPROVEMENTS n THE WOODS AT LINDSEY PLACE �J +� THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT 2023 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 45 ''I h• ffNOM9tl1YP1rMY f _ _ _ . , \ nun I s.eavr.u.i_ �, '.�rw:eV. wwrwa.rfit s.a...rwrn� 1: I , . ( neocr.�relemvPXMY ti• v. BOHLER// EXHIBIT F-1: ON -SITE IMPROVEMENT AREA 1 DEVELOPER WATER IMPROVEMENTS A. THE WOODS AT LINDSEY PLACE ANNA.TEXAS THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT 46 2023 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN EXHIBIT G-2 - MAPS OF MAJOR IMPROVEMENTS BOHLER// EXHIBIT H: PUBLIC ROADWAY MAJOR IMPROVEMENTS THE WOODS AT LINDSEY PLACE r�nnnr ANNA. TEXAS THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT 2023 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 47 , I \ ' 1------------------------ + - ]/�pgpiprlgYI111I1 BOHLER % EXHIBIT I: MAJOR IMPROVEMENT PUBLIC SANITARY SEWER IMPROVEMENTS THE WOODS AT LINDSEY PLACE �='-- ANNA• TEXAS THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT 2023 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 48 I ao,v,nV. i I is - I t__� I I II•� 1 t .I tv ��2 m• 1 L�____ \ t t •I \ \ .. .. .....I `•, 1 ______________-______--_____________ ))gPi0f,N1Ip77U1YPNlY)' BOHLER// EXHIBIT J: MAJOR IMPROVEMENTS PUBLIC STORM SEWER THE WOODS AT LINDSEY PLACE fYMnYG'`M +...... i.il: TC`.n THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT 2023 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 49 \ \ \ /�,Iq�Gu!'NmYMl1Y ' EXHIBIT K. MAJOR IMPROVEMENT PUBLIC WATER BOHLER// THE WOODS AT LINDSEY PLACE ANNA. TEXAS THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT 50 2023 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN EXHIBIT H — FORM OF NOTICE OF PID ASSESSMENT TERMINATION P3 Works, LLC 9284 Huntington Square, Suite 100 North Richland Hills, TX 76182 [Date] Collin County Clerk's Office Honorable [County Clerk] Collin County Administration Building 2300 Bloomdale Rd, Suite 2106 McKinney, TX 75071 Re: City of Anna Lien Release documents for filing Dear Ms./Mr. [County Clerk] Enclosed is a lien release that the City of Anna is requesting to be filed in your office. Lien release for [insert legal description]. Recording Numbers: [Plat]. Please forward copies of the filed documents to my attention: City of Anna Attn: City Secretary 120 W. 7111 Street Anna, TX 75409 Please contact me if you have any questions or need additional information. Sincerely, [Signature] P3Works, LLC (817)393-0353 Admin(a)P3-Works.com www.P3-Works.com THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT 51 2023 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN AFTER RECORDING RETURN TO: [City Secretary Name] 120 W. 711 Street Anna, TX 75409 NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. FULL RELEASE OF PUBLIC IMPROVEMENT DISTRICT LIEN STATE OF TEXAS KNOW ALL MEN BY THESE PRESENTS: COUNTY OF COLLIN THIS FULL RELEASE OF PUBLIC IMPROVEMENT DISTRICT LIEN (this "Full Release") is executed and delivered as of the Effective Date by the City of Anna, Texas, a Texas home rule municipality (the "City"). RECITALS WHEREAS, the governing body (hereinafter referred to as the "City Council") of the City of Anna, Texas is authorized by Chapter 372, Texas Local Government Code, as amended (hereinafter referred to as the "Act"), to create public improvement districts within the corporate limits of the City; and WHEREAS, on February 14, 2023, the City Council of the City approved Resolution No. _ creating The Woods at Lindsey Place Public Improvement District (the "District'); and WHEREAS, the District consists of approximately 198.006 contiguous acres within the corporate limits of the City; and WHEREAS, on the City Council, approved Ordinance No. , (hereinafter referred to as the "Assessment Ordinance") approving a service and assessment plan and assessment roll for the real property located with the District, the Assessment Ordinance being recorded on as Instrument No. in the Official Public Records of Collin County, TX; and WHEREAS, the Assessment Ordinance imposed an assessment in the amount of [amount] (hereinafter referred to as the "Lien Amount') and further imposed a lien to secure the payment of the Lien Amount (the "Lien") against the following property located within the District, to wit: THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT 52 2023 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN [legal description], an addition to the City of [City], [County], Texas, according to the map or plat thereof recorded as Instrument No. in the Map Records of Collin County, Texas (the 'Property"); and WHEREAS, the Lien Amount has been paid in full. RELEASE NOW THEREFORE, for and in consideration of the full payment of the Lien Amount, the City/County hereby releases and discharges, and by these presents does hereby release and discharge, the Lien to the extent that is affects and encumbers the Property. EXECUTED to be EFFECTIVE this the day of , 20_. CITY OF ANNA, TEXAS, A Texas home rule municipality, BY: [Manager Name], City Manager ATTEST: [Secretary Name], City Secretary STATE OF TEXAS COUNTY OF COLLIN This instrument was acknowledged before me on the _ day of . 20_, by [City Manager], City Manager for the City of Anna, Texas, a Texas home rule municipality, on behalf of said municipality. Notary Public, State of Texas THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT 53 2023 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN EXHIBIT 1-1— DISTRICT LEGAL DESCRIPTION Exhibit Q — Overall PID Legal Description FIELD DESCRIPTION: BEING a tract of land situated in the Town of Anna, Collin County, Texas, a part of Eli Witt Survey, Abstract No. 997, being part of a called 275.00 acre tract of land described in a Special Warranty Deed to D.R. Horton — Texas, Ltd., recorded in Instrument No. 20210212000310470, Official Public Records, Collin County, Texas (O.P.R.C.C.T), and being more particularly described as follows: COMMENCING at a five -eighths inch iron rod with yellow plastic cap that is illegible found at the southeast comer of said 275.00 acre tract of land, said iron rod being at the northeast comer of a called 226.62 acre tract of land described in a Warranty Deed to QJR Partnership, Ltd. recorded in Volume 5106, Page 2380, O.P.R.C.C.T and said iron rod being in the west line of a called 50.00 acre tract of land described in a Special Warranty Deed with Vendors Lien to MCI Preferred Income Fund II, LLC, recorded in Instrument No. 20210830001753370. (O.P.R.C.C.T); THENCE South 89 degrees 28 minutes 48 seconds West, a distance of 168.60 feet along the south line of said 275.00 acre tract of land and along the north line of said 226.62 acre tract of land to the POINT OF BEGINNING of the herein described tract of land; THENCE South 89 degrees 28 minutes 48 seconds West, a distance of 2.480.27 feel along the south line of said 275.00 acre tract of land) and along the north line of said 226.62 acre tract of land to a point for comer, from which a one-half inch iron rod with yellow plastic cap stamped "BOHLER ENG" set (hereinafter called "iron rod set") at the southwest comer of said 275.00 acre tract of land bears South 89 degrees 28 minutes 48 seconds West, a distance of 335.99 feet THENCE North 00 degrees 34 minutes 00 seconds West, a distance of 385.03 feet to a point for comer, THENCE North 29 degrees 27 minutes 03 seconds West, a distance of 120.00 feet to a point for comer, THENCE Northeasterly 44.49 feet along a non -tangent curve to the left, having a central angle of 03 degrees 13 minutes 35 seconds, a radius of 790.00 feel, a tangent of 22.25 feet and whose cord bears North 58 degrees 56 minutes 09 seconds East, a cord distance of 44.48 feet to a point for comer, THENCE Northeasterly 236.99 feet along a curve to the right, having a central angle of 14 degrees 55 minutes 17 seconds, a radius of 910.00 feet, a tangent of 119.17 feet and whose cord bears North 64 degrees 47 minutes 01 seconds East, a cord distance of 236.32 feet to a point for comer, THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT 54 2023 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN THENCE North 00 degrees 33 minutes 39 seconds West, a distance of 652.43 feet to a point for comer; THENCE North 89 degrees 26 minutes 21 seconds East, a distance of 144.81 feet to a point for comer; THENCE North 02 degrees 33 minutes 19 seconds East, a distance of 504.55 feet to a point for comer, THENCE North 00 degrees 33 minutes 39 seconds West, a distance of 1,369.34 feet to a point for comer; THENCE South 89 degrees 26 minutes 21 seconds West, a distance of 620.00 feet to a point for comer, THENCE North 00 degrees 33 minutes 39 seconds West, a distance of 526.78 feet to a point for comer, THENCE Northeasterly 1,091.99 feet along a curve to the right, having a central angle of 32 degrees 41 minutes 20 seconds, a radius of 1,914.00 feet, a tangent of 561.30 feet and whose cord bears North 15 degrees 47 minutes 01 seconds East, a cord distance of 1,077.24 feet to a point for comer; THENCE North 32 degrees 39 minutes 37 seconds East, a distance of 90.00 feet to a point for comer, THENCE North 32 degrees 43 minutes 36 seconds East, a distance of 144.49 feet to a point in the north line of said 275.00 acre tract of land, said point being a the south line of a called 555.801 acre tract of land, described as Tract B in a Special Warranty Deed to Risland Mantua, LLC, recorded in Instrument No. 20180625000783630, (O.P.R.C.C.T); THENCE South 86 degrees 39 minutes 03 seconds East, a distance of 255.78 feet along the north line of said 275.00 acre tract of land and along a south line of said 555.801 acre tract of land to a one-half inch iron rod found for comer, from which a one- half inch iron rod found bears North 01 degrees 19 minutes 02 seconds West, a distance of 2.04 feet; THENCE South 89 degrees 10 minutes 24 seconds East, a distance of 1,018.92 feet along the north line of said 275.00 acre tract of land to a one-half inch iron rod set for comer, said iron rod being at the southwest comer of a called 83.36 acre tract of land descrbed in a Quit Claim Deed to Alta McClain, recorded in Volume 626. Page 141, (D.R.C.C.T) which is now listed in the Collin County Appraisal District records as being owned by Laura Collins to which no transfer of title either direct or indirect can be found in Collin County Deed Records: THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT 55 2023 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN THENCE South 89 degrees 16 minutes 53 seconds East, a distance of 111.06 feet along a north line of said 275.00 acre tract of land and along the south line of said 83.36 acre tract of land to a one-half inch iron rod set at the northeast comer of said 275.00 acre tract of land, said iron rod being at the northwest comer of a called 95.444 acre tract of land described in a Special Warranty Deed with Vendor's Lien to MCI PREFERRED INCOME FUND 11, LLC, recorded in Instrument No. 20210819001679920,(O.P.R.C.C.T); THENCE along the east line of said 275.00 acre tract of land and along the west line of said 95.444 acre tract of land as follows: South 01 degrees 16 minutes 44 seconds East, a distance of 1,185.56 feet to a one-half inch iron rod with yellow cap stamped "JBI" found for comer; South 00 degrees 47 minutes 08 seconds East, a distance of 1,100.00 feet to a one-half inch iron rod set at the most westerly southwest comer of said 95.444 acre tract of land; THENCE North 88 degrees 32 minutes 52 seconds East, a distance of 906.82 feet along the most easterly north line of said 275.00 acre tract of land and along the most westerly south line of said 95.444 acre tract of land to a point for comer; THENCE South 00 degrees 44 minutes 46 seconds East, a distance of 314.82 feet to a point for comer, THENCE South 89 degrees 28 minutes 48 seconds West, a distance of 481.91 feet to a point for comer; THENCE South 00 degrees 31 minutes 12 seconds East, a distance of 889.34 feet to a point for comer, THENCE Southeasterly 120.981 feet along a curve to the left, having a central angle of 14 degrees 35 minutes 35 seconds, a radius of 475.00 feet, a tangent of 60.82 feet and whose cord bears South 07 degrees 49 minutes 00 seconds East, a cord distance of 120.66 feet to a point for comer; THENCE South 39 degrees 17 minutes 34 seconds East, a distance of 55.80 feet to a point for comer; THENCE Southeasterly 38.63 feet along a non -tangent curve to the left, having a central angle of 04 degrees 51 minutes 53 seconds, a radius of 455.00 feet, a tangent of 19.33 feet and whose cord bears South 23 degrees 58 minutes 10 seconds East, a cord distance of 38.62 feet to a point for comer; THENCE South 26 degrees 24 minutes 07 seconds East, a distance of 56.52 feet to a point for comer; THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT 56 2023 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN THENCE South 68 degrees 02 minutes 34 seconds East, a distance of 44.84 feet to a point for comer, THENCE Northeasterly 361.48 feet along a non -tangent curve to the right, having a central angle of 16 degrees 26 minutes 14 seconds, a radius of 1,260.00 feet, a tangent of 181.99 feet and whose cord bears North 79 degrees 13 minutes 01 seconds East, a cord distance of 360.24 feet to a point for comer, THENCE South 00 degrees 44 minutes 46 seconds East, a distance of 120.07 feet to a point for comer; THENCE Southwesterly 497.56 feet along a non -tangent curve to the left, having a central angle of 25 degrees 00 minutes 25 seconds, a radius of 1,140.00 feet, a tangent of 252.80 feet and whose cord bears South 74 degrees 44 minutes 27 seconds West, a cord distance of 493.62 feet to a point for comer, THENCE South 62 degrees 14 minutes 14 seconds West, a distance of 202.70 feet to a point for comer, THENCE South 27 degrees 45 minutes 46 seconds East, a distance of 15.00 feet to a point for comer, THENCE South 49 degrees 18 minutes 42 seconds East, a distance of 194.61 feet to a point for comer, THENCE South 00 degrees 31 minutes 12 seconds East, a distance of 305.98 feet to a point for comer; THENCE North 89 degrees 28 minutes 48 seconds East, a distance of 501.05 feet to a point for comer, THENCE South 01 degrees 14 minutes 22 seconds West, a distance of 327.87 feet to a point for comer; THENCE Southeasterly 60.96 feet along a curve to the left, having a central angle of 02 degrees 46 minutes 20 seconds, a radius of 1,260.00 feet, a tangent of 30.49 feet and whose cord bears South 00 degrees 08 minutes 48 seconds East, a cord distance of 60.96 feet to the POINT OF BEGINNING and containing 8,625,128 square feet or 198.006 acres. THE WOODS AT LI NDSEY PLACE PUBLIC IMPROVEMENT DISTRICT 57 2023 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN EXHIBIT 1-2 — IMPROVEMENT AREA #1 LEGAL DESCRIPTION Exhibit Q-1 — PID Improvement Area 1 Legal Description WHEREAS, LHJH PROPERTIES, LTD., is the owner of a tract of land situated in the Town of Anna, Collin County, Texas, a part of Eli Witt Survey. Abstract No. 997, being part of a called 159.819 acre tract of land described in a Special Warranty Deed to LHJH Properties, Ltd., recorded in Instrument No. 20061003001424600. Official Public Records, Collin County, Texas (O.P.R.C.C.T) and being more particularly described as follows: BEGINNING at a five -eighths inch iron rod with yellow plastic cap that is illegible found at the southeast comer of said 159.819 acre tract of land and the northeast comer of a called 226.62 acre tract of land described in a Warranty Deed to QJR Partnership, Ltd. recorded in Volume 5106. Page 2380, O.P.R.C.C.T and said iron rod being in the west line of a called 50.00 acre tract of land described in a Special Warranty Deed to Kayasa Holdings, LLC, recorded in Instrument No. 201908007000946750. (O.P.R.C.C.Ty THENCE South 89 degrees 28 minutes 48 seconds West, a distance of 659.19 feet along the south line of said 159.819 acre tract of land and along the north line of said 226.62 acre tract of land to a one-half inch iron rod with yellow plastic cap stamped "BOHLER ENG" (hereinafter called "iron rod set") set for comer; THENCE over and across said 159.819 acre tract of land, the following courses and distances: North 00 degrees 31 minutes 12 seconds West, a distance of 694.65 feet to a capped iron rod set for comer; North 49 degrees 18 minutes 42 seconds West, a distance of 194.61 feet to a capped iron rod set for comer. North 27 degrees 45 minutes 46 seconds West, a distance of 15.00 feet to a capped iron rod set for comer, South 62 degrees 14 minutes 14 seconds West, a distance of 357.72 feet to a capped iron rod set at the beginning of a tangent curve to the right; In a southwesterly direction, a distance of 597.97 feet, having a central angle of 27 degrees 11 minutes 29 seconds, a radius of 1,260.00 feet, a tangent length of 304.73 feet and whose chord bears South 75 degrees 49 minutes 59 seconds West a distance of 592.38 feet to a capped iron rod set for comer, South 89 degrees 25 minutes 44 seconds West, a distance of 287.14 feet to a capped iron rod set; South 44 degrees 25 minutes 44 seconds West a distance of 42.43 feet to a capped iron rod set; THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT 58 2023 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN South 89 degrees 25 minutes 44 seconds West, a distance of 90.00 feet to a capped iron rod set North 45 degrees 34 minutes 16 seconds West a distance of 42.43 feet to a capped iron rod set and South 89 degrees 25 minutes 44 seconds West a distance of 42.00 feet at the beginning of a curve to the left; In a southwesterly direction, a distance of 442.68 feet, having a central angle of 32 degrees 06 minutes 22 seconds, a radius of 790.00 feet, a tangent length of 227.32 feet and whose chord bears South 73 degrees 22 minutes 33 seconds West a distance of 436.91 to a capped iron rod set at the beginning of a curve to the right; In a southwesterly direction, a distance of 408.87 feet, having a central angle of 25 degrees 44 minutes 36 seconds, a radius of 910 feet, a tangent length of 207.94 feet and whose chord bears South 70 degrees 11 minutes 40 seconds a distance of 405.44 feet to a capped iron rod set: said capped iron rod being in the west line of said 159.819 acre tract of land and the east line of a called 555.801 acre tract of land, described as Tract B in a Special Warranty Deed to Risland Mantua, LLC, recorded in Instrument No. 20180625000783630, O.P.R.C.C.T., from which a one-half inch iron rod found at the most southerly southeast comer of a said 555.801 acre tract of land and the northeast corner of a called 17.863 acre tract of land described in a Special Warranty Deed to Anna 18, LLC, recorded in Instrument No. 20161020001423440, O.P.R.C.C.T. bears South 00 degrees 33 minutes 39 seconds East a distance of 243.59 feet: THENCE North 00 degrees 33 minutes 39 seconds West, a distance of 120.86 feel along the west line of said 159.819 acre tract of land and the east line of 555.801 acre tract of land to a capped iron rod set at the beginning of a non -tangent curve to the left; THENCE over and across said 159.819 acre tract of land, the following courses and distances: In a northeasterly direction, a distance of 341.53 feet, having a central angle of 24 degrees 46 minutes 13 seconds, a radius of 790.00 feet, a tangent length of 173.48 feet and whose chord bears North 69 degrees 42 minutes 28 seconds East a distance of 338.88 feet to a capped iron rod set for the beginning of a curve to the left; In a northeasterly direction, a distance of 236.99 feet, having a central angle of 14 degrees 55 minutes 17 seconds, a radius of 910.00 feet, a tangent length of 119.17 feet and whose chord bears North 64 degrees 47 minutes 01 seconds East a distance of 236.32 feet to a capped iron rod: THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT 59 2023 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN North 00 degrees 33 minutes 39 seconds East, a distance of 652.43 feet to a capped iron rod set for comer, North 89 degrees 26 minutes 21 seconds East a distance of 144.81 feet to a capped iron rod set for comer, North 02 degrees 33 minutes 19 seconds East a distance of 508.75 feet to a capped iron rod set for comer, North 00 degrees 33 minutes 39 seconds West a distance of 59.43 feet to a capped iron rod set for comer, North 89 degrees 25 minutes 47 seconds East, a distance of 556.69 feet to a capped iron rod set for comer, North 62 degrees 13 minutes 50 seconds East, a distance of 937.37 feet to a capped iron rod set for comer; North 77 degrees 11 minutes 7 seconds East, a distance of 91.82 feet to a capped iron rod set for comer, North 89 degrees 28 minutes 48 seconds East, a distance of 161.53 feet to a capped iron rod set for comer; South 00 degrees 31 minutes 12 seconds East, a distance of 899.34 feet to a capped iron rod set for comer and beginning of a non -tangent curve to the left; In a southerly direction, a distance of 121.05, having a central angle of 16 degrees 6 minutes 40 seconds, a radius of 430.50 feet, a tangent length of 60.93 feet, and whose chord bears South 89 degrees 45 minutes 40 seconds East a distance of 121.05 feet: South 39 degrees 17 minutes 34 seconds East, a distance of 55.75 feet to a capped iron rod set for comer beginning of a non -tangent curve to the left; In a southeasterly direction, a distance of 38.49 feet, having a central angle of 4 degrees 50 minutes 49 seconds, a radius of 455.00 feet, a tangent length of 19.26 feet, and whose chord bears North 68 degrees 26 minutes 43 seconds East a distance of 38.48 feet to a capped iron rod set; South 26 degrees 24 minutes 7 seconds East, a distance of 56.71 feet to a capped iron rod set for comer, South 68 degrees 2 minutes 34 seconds East, a distance of 44.84 feet to a capped iron rod set for comer; - -- - -- - -- _ _-1110 THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT 60 2023 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN South 19 degrees 0 minutes 5 seconds East, a distance of 120.00 feet to a capped iron rod set for comer; In a southeasterly direction, a distance of 174.31 feet, having a central angle of 08 degrees 45 minutes 39 seconds, a radius of 1140.00 feet, a tangent length of 87.33 feet, and whose chord bears South 66 degrees 37 minutes 04 seconds West a distance of 174.14 feet to a capped iron rod set for comer; South 62 degrees 14 minutes 14 seconds West, a distance of 202.70 feet to the POINT OF BEGINNING, containing 2,502,260.24 square feet or 57.4440 acres, more or less. THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT 61 2023 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN I APPENDIX A — ENGINEER'S REPORT I [Remainder of page left intentionally blank.] THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT 62 2023 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN B 4 H L E R // 2600 Network TX Frisco,o,Tx 7s03a 469.458.7300 DATED: OCTOBER 18, 2022 RE: ENninttlfs REPriui THE WOODSAI LINUSET PLACE ANNA, TCxAs INTRODUCTION The Woods at Lindsey Place Is a proposed single-family development including approximately 198 AC and Is anticipated to include approximately 951 single family homes located approx. 3,DDO ft ("0.51 miles) east of U.S. 75 and approximately 1200 it westof County Road 369, Anna, Texas (City( as depicted in Exhibit A, This Engineers report includes the documents requested by the City for die formation of the Public Improvement District (PID) and the issuance of bonds. Bonds are anticipated to be used to finance public Infrastructure projects vital for the development within the PIU. DI VEWPMFNT COSTS An engineer's Opinion of Probable Cost (OPQ has been prepared for all off -site and on -site infrastructure and is included as ExA,bir B. Di VELOPMENI IMPROVEIAMS Development improvements have been separated into On -site Developer Improvements, Public Major Improvements, and Area 1 improvements. The Public Major Improvements will be included in the PID. These Improvements Include all related earthwork, excavation, erosion control, and utilities. e Roodivoy Improvements include subgrade stabilization, concrete and reinforcing steel for roadways, testing, and handicapped ramps, related earthwork, excavation, erosion control, intersections, and re -vegetation of all disturbed areas within the right-of-way. The street improvements will provide benefit to future developments, including The Woods at Lindsey Place. • Water Systems Improvements include trench excavation and embedment, trench safety, PVC piping stub outs to future developments, testing, related earthwork, erosion control, and all necessary appurtenances required to provide water service to future developments, including The Woods at Undsey Place. TUAS BOARD OFPROFESSIOIAL ENGINEERS W. 15066 • IEIIAS BOARD OF PROFESSIOIUIL MD SUMMAKING- Im9U13 THE WOODS AT LI NDSEY PLACE PUBLIC IMPROVEMENT DISTRICT 63 2023 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN BOHLERJ pagn4N2 • Sonirory Sewer Improvements Include trench excavation and embedment, trench safety, PVC piping, manholes. Concrete encasement, stub outs to future developments, testing, related eartlrvrork, erosion Control, and all necessary appurtenances required to provide sanity ry sewer service to future developments, Including The Woods at Undsey Place. e stormsewer Improvements include earthen channels, scales, RCP pipng and boxes, manholes, curb and drop Inlets, headwalls, ooncrere flumes, rock rip rap, stub outs to future developments, testing, related earthwork, erosion Control, and all necessary appurtenances required to provide storm drainage to future developments, including The Woods at Lindsey Place. The Improvement Area I Improvements will be included in the PID. These include all related earthwork, excavation, erosion Control, and utilities improvements noted in the Public Major Improvements and will provide benefit to each Lot within Improvement Area 1, On -site Developer Improvements for the project are depicted in Exhibir r through Exldbft G, Public Major Improvements are depicted In ExhWt N through Exhibit F, and Improvement Area 1 Improvements are depicted in FxhtWt C-1 though Fxhihnr G1 and Fxhibir tr4-1 through fxhWr N-1 and Exhibit P-1 though Exhibit ty-1. DFVFLnVmFN I SrFI1DuI Design Stage The Overall Preliminary Plat for the entire development has been approved by the City of Anna, The flood study has been approved by the City of Anna. The On -site and Off -site civil construction plans for Phase MI Improvements and Off -site Public Improvements have been approved by the City of Anna. Construction Stage Phase 1 of The Woods at Lindsey Place and the Off -site Public Improvements began In tail 2021 with final acceptance from the City anticipated fall of 2022. A project schedule for the home build out is depicted in ixhib4 O. Dean Cardaeil, RE • CIVIL AND CUNSUDING ENUREEIIS • Pa01Em 14MAOFA3 r SURVEYORS THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT 64 2023 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN it fi 11 11 t BOHLER9 EXHIBIT A., SITE PLAN THE WOODS AT LINDSEY PLACE IBOHLER/I rr .1E THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT 65 2023 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN I I - - 'k 1 w9 f- I , t- _' I r —T lo„",w" LJ t t a t I unnxarar:uvlxmr f BOHLER{I EXHIBIT C. ONSITE DEVELOPER ROADWAY IMPROVEMENTS TyIE WOODS AT LINDSEY PLACE ANNA 7EXA6 d4 I t t (1 iiiiii�n•, i jt . I -I1T-v— I 1i �-1 - 1 1- - -- - I BOHLER,J EXHIBIT O: ON -SITE DEVELOPER SANITARY SEWER IMPROVEMENTS THE WOODS AT LINDSEY PLACE —..rn ..r ANW 7E%A6 _ THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT 66 2023 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN .� , 14 I _ , BOHLER .' EXHIBIT Er ON -SITE DEVELOPER STORM SEWER IMPROVEMENTS THE WOODS AT LINDSEY PLACE -..xANNA iE%AD i I hks i3 BOHLER.: EXHIBIT F. ON -SITE DEVELOPER WATER IMPROVEMENTS THE WOODS AT LINDSEY PLACE ANKk 7E%Ab THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT 67 2023 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN �G�^ II�I'f=�r, j ::.4E�L---------- ------- '-'' - BOHLER . EXHIBIT G: ON -SITE DEVELOPER EROSION CONTROL THE WOODS AT LINDSEY PLACE I, ;' T•- J LLy f ,- I A.neu.an>rn.:w u — I BOHLERA EXHIBIT H: PUBLIC ROADWAY MAJOR IMPROVEMENTS THE WOODS AT LINDSEY PLACE ANIMA lEXAs THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT 68 2023 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN I I-•• " ; `� �L E•"'�v J - � I BOHLER// EXHIBIT I: MAJOR IMPROVEMENT PUBLIC SANITARY SEWER IMPROVEMENTS THE WOODS AT LINDSEY PLACE ,.:. ... ANF TEXAS ;I ILI BOHLER// EXHIBIT J. MAJOR IMPROVEMENTS PUBLIC STORM SEWER - ;- THE WOODS AT LINDSEY PLACE - :..j0�'w`Sb'."3.'•ANW TEXAS THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT 69 2023 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN I II i I BOHLERd EXHIBIT K. MAJOR IMPROVEMENT PUBLIC WATER THE WOODS AT LINDSEY PLACE .. >.AN6 7E%A& 27 I I •� i i BOHLERd EXHIBIT L: MAJOR IMPROVEMENT PUBLIC EROSION CONTROL - 7WE WOODS AT LINDSEY PLACE ..�-:.... ANNA 7E%A& THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT 70 2023 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN I ` y r-rr--.�--r-�-fT7—••ji-"j'j!� < �i�.��`i���C�s e l l I I k w. Y :.- ..... i�{ BONLER4 EXHIBIT M: LAND USE MAP - THE WOODS AT LINDSEY PLACE s .. AMA 7UAS ' I . i. I _ f BOHLER.7 EXHIBIT N. OPEN SPACE PLAN THE WOODS AT LINDSEY PLACE _ :v1:I. TFxr. THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT 71 2023 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN F.xhihit n - The Woods at Lindsey Place Schedule :AU@USt 2022 THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT 72 2023 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN Exhibit P - Overall PID Boundary ., THE WOODS AT UNDSEY PLACE PUBLIC IMPROVEMENT DISTRICT 73 2023 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN Exhibit O — Overall PID Legal Description FIELD DESCRIPTION: BEING a tract of land situated in the Town of Anna, Collin County, Texas, a part of Eli Will Survey, Abstract No. 997, being part of a called 275.00 acre tract of land described in a Special Warranty Deed to D.R. Horton — Texas, Ltd., recorded in Instrument No. 20210212000310470, Official Public Records, Collin County, Texas (O.P.R.C.C.T), and being more particularly described as follows: COMMENCING at a five -eighths inch iron rod with yellow plastic cap that is illegible found at the southeast corner of said 275.00 acre tract of land, said iron rod being at the northeast comer of a called 226.62 acre tract of land described in a Warranty Deed to QJR Partnership, Ltd. recorded in Volume 5106, Page 2380, O.P.R.C.C.T and said iron rod being in the west line of a called 50.00 acre tract of land described in a Special Warranty Deed with Vendor's Lien to MCI Preferred Income Fund 11, LLC, recorded in Instrument No. 20210830001753370, (O.P.R.C.C.T); THENCE South 89 degrees 28 minutes 48 seconds West, a distance of 168.60 feet along the south line of said 275.00 acre tract of land and along the north line of said 226.62 acre tract of land to the POINT OF BEGINNING of the herein described tract of land; THENCE South 89 degrees 28 minutes 48 seconds West, a distance of 2,480.27 feet along the south line of said 275.00 acre tract of land) and along the north line of said 226.62 acre tract of land to a point for corner, from which a one-half inch Iron and with yellow plastic cap stamped'BOHLER ENG" set (hereinafter called "iron rod ser) at the southwest corner of said 275.00 acre tract of land bears South 89 degrees 28 minutes 48 seconds West, a distance of 335.99 feet THENCE North DO degrees 34 minutes 00 seconds West, a distance of 385.03 feet to a point for comer; THENCE North 29 degrees 27 minutes 03 seconds West, a distance of 120.00 feet to a point for comer, THENCE Northeasterly 44.49 feet along a non -tangent curve to the left. having a central angle of 03 degrees 13 minutes 35 seconds, a radius of 790.00 feet, a tangent of 22.25 feet and whose cord bears North 58 degrees 56 minutes 09 seconds East, a cord distance of 44.48 feet to a point for comer, THENCE Northeasterly 236.99 feet along a curve to the right, having a central angle of 14 degrees 55 minutes 17 seconds, a radius of 910.00 feet, a tangent of 119.17 feet and whose cord bears North 64 degrees 47 minutes 01 seconds East, a cord distance or 236.32 feet to a point for comer: EXHIBIT O -PACE 1 THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT 74 2023 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN THENCE North 00 degrees 33 minutes 39 seconds West, a distance of 652.43 feet to a point for comer, THENCE North 89 degrees 26 minutes 21 seconds East. a distance of 144.81 feet to a point for comer. THENCE North 02 degrees 33 minutes 19 seconds East, a distance of 504.55 feet to a point for comer; THENCE North 00 degrees 33 minutes 39 seconds West, a distance of 1,369.34 feet to a point for comer, THENCE South 89 degrees 26 minutes 21 seconds West, a distance of 620.00 feet to a point for comer, THENCE North DO degrees 33 minutes 39 seconds West, a distance of 526.78 feet to a point for comer, THENCE Northeasterly 1,091.99 feet along a curve to the right, having a central angle of 32 degrees 41 minutes 20 seconds, a radius of 1,914.00 feet, a tangent of 561.30 feet and whose cord bears North 15 degrees 47 minutes 01 seconds East, a cord distance of 1,077.24 feet to a point for comer: THENCE North 32 degrees 39 minutes 37 seconds East. a distance of 90.00 feet to a point for comer, THENCE North 32 degrees 43 minutes 36 seconds East, a distance of 144.49 feet to a point In the north line of said 275.00 acre tract of land, said point being a the south line of called 555.801 acre tract of land, described as Tract B In a Special Warranty Deed to Risland Mantua, LLC, recorded in Instrument No. 20180625000783630, (O.P.R.C.C.T); THENCE South 86 degrees 39 minutes 03 seconds East, a distance of 255.78 feet along the north line of said 275.00 acre tract of land and along a south line of said 555.801 acre tract of land to a one-half inch iron rod found for comer, from which a one- half Inch iron rod found bears North 01 degrees 19 minutes 02 seconds West, a distance of 2.04 feet; THENCE South 89 degrees 10 minutes 24seconds East, a distance of 1,018.92 feet along the north line of said 275.00 acre tract of land to a one-half inch iron rod set for corner, said iron rod being at the southwest comer of a called 83.36 acre tract of land described in a Quit Claim Deed to Atla McClain, recorded in Volume 626, Page 141. (D.R.C.C.T) which is now listed in the Collin County Appraisal District records as being owned by Laura Collins to which no transfer of title either direct or indirect can be found in Collin County Deed Records; EXHIBIT CI - PAGE 2 THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT 75 2023 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN THENCE South 89 degrees 16 minutes 53 seconds East, a distance of 111.06 feet along a north line of said 275.00 acre tract of land and along the south line of said 83.35 acre tract of land to a one-half inch iron rod set at the northeast comer of said 275.00 acre tract of land, said iron rod being at the northwest corner of a called 95.444 acre tract of land described in a Special Warranty Deed with Vendor's Lien to MCI PREFERRED INCOME FUND II, LLC, recorded in Instrument No. 20210819001679920,(O.P.R.C.C.T); THENCE along the east line of said 275.00 acre tract of land and along the west line of said 95.444 acre tract of land as follows: South 01 degrees 16 minutes 44 seconds East, a distance of 1.185.56 feet to a one-half Inch Iron rod with yellow cap stamped "JBI" found for comer; South 00 degrees 47 minutes 08 seconds East, a distance of 1.10D.00 feet to a one-half Inch Iron rod set at the most westerly southwest comer of said 95.444 acre tract of land; THENCE North 88 degrees 32 minutes 52 seconds East. a distance of 906.82 feet along the most easterly north line of said 275.00 acre tract of land and along the most westerly south line of said 95.444 acre tract of land to a point for comer. - THENCE South 00 degrees 44 minutes 46 seconds East, a distance of 314.82 feet to a point for comer, THENCE South 89 degrees 28 minutes 48 seconds West, a distance. of 481.91 feet to a point for comer, THENCE South 00 degrees 31 minutes 12 seconds East, a distance of 889.34 feet to a point for comer; THENCE Southeasterly 120 981 feet along a curve to the left, having a central angle of 14 degrees 35 minutes 35 seconds, a radius of 475.00 feel, a tangent of 60.82 feet and whose cord bears South 07 degrees 49 minutes 00 seconds East, a cord distance of 120.66 feet to a point for comer; THENCE South 39 degrees 17 minutes 34 seconds East, a distance of $5,80 feet to a point for comer, THENCE Southeasterly 38.63 feet along a non -tangent curve to the left, having a central angle of 04 degrees 51 minutes 53 seconds, a radius of 455.00 feet, a tangent of 19.33 feet and whose cord hears South 23 degrees 58 minutes 10 seconds East. a cord distance of 38.62 feet to a point for corner; THENCE South 26 degrees 24 minutes 07 seconds East, a distance of 56.52 feet to a point for comer; IJ3:11-11iP149SH!W THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT 76 2023 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN THENCE South 68 degrees 02 minutes 34 seconds East, a distance of 44.84 feet to a point foroomer, THENCE Northeasterly 361.48 feet along a non -tangent curve to the right, having a central angle of 16 degrees 26 minutes 14 seconds, a radius of 1,260.00 feet, a tangent of 181.99 feet and whose cord bears North 79 degrees 13 minutes 01 seconds East, a cord distance of 360.24 feet to a point for comer; THENCE South 00 degrees 44 minutes 46 seconds East, a distance of 120.07 feet to a point for comer, THENCE Southwesterly 497.56 feet along a non -tangent curve to the left. having a central angle of 25 degrees 00 minutes 25 seconds, a radius of 1,140.00 feet, a tangent of 252.80 feet and whose cord bears South 74 degrees 44 minutes 27 seconds West, a cord distance of 493.52 feet to a point for comer; THENCE South 62 degrees 14 minutes 14 seconds West, a distance of 202.70 feet to a point for comer; THENCE South 27 degrees 45 minutes 46 seconds East, a distance of 15.00 feet to a point for comer, THENCE South 49 degrees 18 minutes 42 seconds East, a distance of 194.61 feet to a point for comer, THENCE South 00 degrees 31 minutes 12 seconds East, a distance of 305.98 feet to a point for comer; THENCE North 89 degrees 28 minutes 48 seconds East, a distance of 501.05 feel to a point for comer, THENCE South 01 degrees 14 minutes 22 seconds Lust, a distance of 327.87 feel to a point for comer; THENCE Southeesledy 60.96 feet along a curve to the left, having a central angle of 02 degrees 46 minutes 20 seconds, a radius of 1.260.00 feel, a tangent of 30.49 feet and whose cord bears South CO degrees 08 minutes 48 seconds East. a cord distance of 60.96 feet to the POINT OF BEGINNING and containing 8,625,128 square feet or 198.006 acres. i7CH,81T 0 - PAGE 4 THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT 777 2023 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN IMPROVEMENT AREA 1 EXHIBITS THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT 78 2023 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN BOHLERd EXHIBIT C-d: IMPROVEMENT AREA i OAF -SITE DEVELOPER ROADWAY IMPROVEMENTS THE WOODS AT LINDSEY PUKE I r I• , ---^T t` I -LI_I r. i . r, BOHLERd EXHIBIT D-l:ON-SITE IMPROVEMENT AREA DEVELOPER SANITARY SEWER IMPROVEMENTS THE WOODS AT LINDSEY PLACE -- - THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT 79 2023 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN L: 1 il II 1 11 LJ1-- 7t 1 1 - 1 fJ �.L____-___ swzawaavwmr - i BOHLER . EXHIBIT E-1. ON -SITE IMPROVEMENT AREA L DEVELOPER STORM SEWER IMPROVEMENTS THE WOODS AT LINDSEY PLACE - -..� .ANNA IE%AS I i FIB ���� <,�' I I I *I 1 FiL- ---I� 1 nwaraemx.Mrrr '. ' BOHLER,7 EXHIBIT F-1: ON -SITE IMPROVEMENT AREA 1 DEVELOPER WATER IMPROVEMENTS �. THE WOODS AT LINDSEY PLACE -- ANNA 1E%AS THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT so 2023 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN I I - s.: is I � ' � fin- l •>;, � �. �� Fi n i = t— , BOHLER d EXHIBIT G7: IMPROVEMENT AREA 9 ON —SITE DEVELOPER EROSION CONTROL _ THE WOODS AT LINDSEY PLACE -- - it 1 IMpgryDTlWMWY � � .u. .. i BOHLERA EXHIBIT M-1: IMPROVEMENT AREA 1`- LAND USE MAP ''�''•' THE WOODS AT LINDSEY PLACE THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT Rl 2023 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN I I 1 e+i.un 1 -: - - .:,KLYifattlWAMr - i BOHLER:7 EXHIBIT N-1: IMPROVEMENT AREA 1 OPEN SPACE PLAN !'1 THE WOODS AT LINDSEY PLACE AN" TEXAS fir— i... r _ . Al �( w, II I1 tl.a .. EXHIBIT P-1: IMPROVEMENT AREA 1 BOUNDARY EXHIBIT THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT 82 2023 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN Exhibit 04 — PID Improvement Area 1 Legal Description WHEREAS, LHJH PROPERTIES, LTD., is the owner of a tract of land situated in the Town of Anna, Collin County, Texas; a pad of Eli Witt Survey, Abstract No. 997, being pad of a called 169.819 acre tract of land described In a Special Warranty Deed to LHJH Properties, Ltd., recorded In Instrument No. 20061003001424600, Official Public Records, Collin County, Texas (O.P.R.C.C.T) and being more particularly described as follows: BEGINNING at a five -eighths inch iron rod with yellow plastic cap that is illegible found at the southeast comer of said 159.819 acre tract of land and the northeast comer of a called 226.62 acre tract of land described In a Warranty Deed to QJR Partnership, Ltd. recorded in Volume 5106, Page 2380, O.P.R.C.C.T and said iron rod being in the west line of a called 50.00 acre tract of land described in a Special Warranty Deed to Kayasa Holdings, I.I.C. recorded in Instrument No. 201908007000946750, (O.P.R.C.C.T); THENCE South 89 degrees 28 minutes 48 seconds West, a distance of 659.19 feet along the south line of said 159.819 acre tract of land and along the north line of said 225.62 acre tract of land to a one-half inch iron rod with yellow plastic cap stamped "BOHLER ENG" (hereinafter called `iron rod set") set for corner; THENCE over and across said 159.819 acre tract of land, the following courses and distances: North 00 degrees 31 minutes 12 seconds West, a distance of 694.65 feet to a capped iron rod set for corner; North 49 degrees 18 minutes 42 seconds West,a distance of 194.61 feet to a capped iron rod set for comer; North 27 degrees 45 minutes 46 seconds West, a distance of 15.00 feet to a capped iron rod set for corner; South 62 degrees 14 minutes 14 seconds West, a distance of 357.72 feet to a capped iron rod set at the beginning of a tangent curve to the right; In a southwesterly direction, a distance of 597.97 feet, having a central angle of 27 degrees 11 minutes 29 seconds, a radius of 1,260.00 feet, a tangent length of 304.73 feel and whose chord bears South 75 degrees 49 minutes 59 seconds West a distance of 592.38 feet to a capped iron rod set for comer; South 89 degrees 25 minutes 44 seconds West, a distance of 267.14 feet to a capped iron rod set; South 44 degrees 25 minutes 44 seconds West a distance of 42.43 feet to a capped iron rod set, EXHIBIT Q-1 • PAGE 1 THE WOODS AT UNDSEY PLACE PUBLIC IMPROVEMENT DISTRICT 93 2023 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN South 89 degrees 25 minutes 44 seconds West, a distance of 90.00 feet to a capped iron rod set North 45 degrees 34 minutes 16 seconds West a distance of 42.43 feet to a capped iron rod set and South 89 degrees 25 minutes 44 seconds West a distance of 42.00 feet at the beginning of a curve to the left; In a southwesterly direction, a distance of 442.68 feet, having a central angle of 32 degrees 06 minutes 22 seconds, a radius of 790.00 feet, a tangent length of 227.32 feet and whose chord bears South 73 degrees 22 minutes 33 seconds West a distance of 436.91 to a capped iron rod set at the beginning of a curve to the right; In a southwesterly direction, a distance of 405.87 feet, having a central angle of 25 degrees 44 minutes 35 seconds, a radius of 910 feet, a tangent length of 207.94 feet and whose chord bears South 70 degrees 11 minutes 40 seconds a distance of 405.44 feet to a capped iron rod set; said capped iron rod being in the west line of said 159.819 acre tract of land and the east line of a called 555.801 acre tract of land, described as Tract B in a Special Warranty Deed to Risland Mantua, LLC, recorded in Instrument No. 20180625000783630, O.P R.C.C.T., from which a one-half inch iron rod found at the most southerly southeast corner of a said 555.801 acre tract of land and the northeast corner of a called 17.863 acre tract of land described In a Special Warranty Deed to Anna 18, LLC, recorded in Instrument No. 20161020001423440. O.P.R.C.C.T. bears South 00 degrees 33 minutes 39 seconds East a distance of 243.59 feet; THENCE North 00 degrees 33 minutes 39 seconds West, a distance of 120.86 feet along the west line of said 159.819 acre tract of land and the east line of 555.801 acre tract of land to a capped iron rod set at the beginning of a non -tangent curve to the left; THENCE over and across said 159.819 acre tract of land, the following courses and distances: In a northeasterly direction, a distance of 341.53 Net, having a central angle of 24 degrees 46 minutes 13 seconds, a radius of 790.00 feet, a tangent length of 173.48 feet and whose chord bears North 69 degrees 42 minutes 28 seconds East a distance of 338.88 feet to a capped iron rod set for the beginning of a curve to the left; In a northeasterly direction, a distance of 236.99 feet, having a central angle of 14 degrees 55 minutes 17 seconds, a radius of 910.00 feet, a tangent length of 119.17 feet and whose chord bears North 64 degrees 47 minutes 01 seconds East a distance of 236.32 feet to a capped Iron rod; EHHIBrr Q-1 -PAGE 2 THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT 94 20B AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN North 00 degrees 33 minutes 39 seconds East, a distance of 652.43 feet to a capped iron rod set for corner; North 89 degrees 26 minutes 21 seconds East a distance of 144.81 feel to a capped iron rod set for comer; North 02 degrees 33 minutes 19 seconds East a distance of 508.75 feet to a capped iron rod set for corner; North 00 degrees 33 minutes 39 seconds West a distance of 59.43 feet to a capped iron rod set for corner, North 89 degrees 25 minutes 47 seconds East, a distance of 556.69 feel to a capped iron rod set for comer; North 62 degrees 13 minutes 50 seconds East, a distance of 937.37 feet to a capped iron rod set for comer; North 77 degrees 11 minutes 7 seconds East, a distance of 91.82 feel to a capped iron rod set for corner; North 89 degrees 28 minutes 48 seconds East, a distance of 161.53 feet to a capped iron rod set for comer; South 00 degrees 31 minutes 12 seconds East, a distance of 899.34 feet to a capped iron rod set for corner and beginning of a non -tangent curve to the left; In a southerly direction, a distance of 121.05, having a central angle of 16 degrees 6 minutes 40 seconds, a radius of 430.50 feet, a tangent length of 60.93 feet, and whose chord bears South 69 degrees 45 minutes 40 seconds East a distance of 121.05 feet; South 39 degrees 17 minutes 34 seconds East, a distance of 55.75 feet to a capped iron rod set for corner beginning of a non -tangent curve to the left; In a southeasterty direction, a distance of 36.49 feet, having a central angle of 4 degrees 50 minutes 49 seconds, a radius of 455.00 feet, a tangent length of 19.26 feet, and whose chord bears North 68 degrees 26 minutes 43 seconds East a distance of 38.48 feet to a capped iron rod set; South 26 degrees 24 minutes 7 seconds East. a distance of 56.71 feet to a capped iron rod set for comer; South 68 degrees 2 minutes 34 seconds East. a distance of 44.84 feet to a capped iron rod set for corner, EXHIBIT O.1 - PAGE 3 THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT BS 2023 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN South 19 degrees 0 minutes 5 seconds East, a distance of 120.00 feet to a capped iron rod set for comer; In a southeasterly direction, a distance of 174.31 feet, having a central angle of 08 degrees 45 minutes 39 seconds, a radius of 1140.00 feet, a tangent length of 87.33 feet, and whose chord bears South 66 degrees 37 minutes 04 seconds West a distance of 174.14 feet to a capped iron rod set for corner; South 62 degrees 14 minutes 14 seconds West, a distance of 202.70 feet to the POINT OF BEGINNING, containing 2,502,260.24 square feet or 57.4440 acres, more or less. EXHIBIT 0-1 - PAGE 4 THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT 86 2023 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN APPENDIX B — BUYER DISCLOSURES Forms of the buyer disclosures for the following Lot Types are found in this Appendix: • Improvement Area #1 o Improvement Area #1 Initial Parcel o Lot Type 1 o Lot Type 2 [Remainder of page left intentionally blank.] THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT 87 2023 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT BUYER DISCLOSURE IMPROVEMENT AREA #1 INITIAL PARCEL NOTICE OF OBLIGATIONS RELATED TO PUBLIC IMPROVEMENT DISTRICT A person who proposes to sell or otherwise convey real property that is located in a public improvement district established under Subchapter A, Chapter 372, Local Government Code (except for public improvement districts described under Section 372.005), or Chapter 382, Local Government Code, shall first give to the purchaser of the property this written notice, signed by the seller. For the purposes of this notice, a contract for the purchase and sale of real property having a performance period of less than six months is considered a sale requiring the notice set forth below. This notice requirement does not apply to a transfer: 1) under a court order or foreclosure sale; 2) by a trustee in bankruptcy; 3) to a mortgagee by a mortgagor or successor in interest or to a beneficiary of a deed of trust by a trustor or successor in interest; 4) by a mortgagee or a beneficiary under a deed of trust who has acquired the land at a sale conducted under a power of sale under a deed of trust or a sale under a court -ordered foreclosure or has acquired the land by a deed in lieu of foreclosure; 5) by a fiduciary in the course of the administration of a decedent's estate, guardianship, conservatorship, or trust; 6) from one co-owner to another co-owner of an undivided interest in the real property; 7) to a spouse or a person in the lineal line of consanguinity of the seller; 8) to or from a governmental entity; or 9) of only a mineral interest, leasehold interest, or security interest The following notice shall be given to a prospective purchaser before the execution of a binding contract of purchase and sale, either separately or as an addendum or paragraph of a purchase contract. In the event a contract of purchase and sale is entered into without the seller having provided the required notice, the purchaser, subject to certain exceptions, is entitled to terminate the contract. A separate copy of this notice shall be executed by the seller and the purchaser and must be filed in the real property records of the county in which the property is located at the closing of the purchase and sale of the property. AFTER RECORDING' RETURN TO: NOTICE OF OBLIGATION TO PAY IMPROVEMENT DISTRICT ASSESSMENT TO CITY OF ANNA, TEXAS CONCERNING THE FOLLOWING PROPERTY PROPERTY ADDRESS IMPROVEMENT AREA #1 INITIAL PARCEL PRINCIPAL ASSESSMENT: $794199000.00 As the purchaser of the real property described above, you are obligated to pay assessments to the City of Anna, Texas, for the costs of a portion of a public improvement or services project (the "Authorized Improvements") undertaken for the benefit of the property within The Woods at Lindsey Place Public Improvement District (the "District") created under Subchapter A, Chapter 372, Local Government Code. AN ASSESSMENT HAS BEEN LEVIED AGAINST YOUR PROPERTY FOR THE AUTHORIZED IMPROVEMENTS, WHICH MAY BE PAID IN FULL AT ANY TIME. IF THE ASSESSMENT IS NOT PAID IN FULL, IT WILL BE DUE AND PAYABLE IN ANNUAL INSTALLMENTS THAT WILL VARY FROM YEAR TO YEAR DEPENDING ON THE AMOUNT OF INTEREST PAID, COLLECTION COSTS, ADMINISTRATIVE COSTS, AND DELINQUENCY COSTS. The exact amount of the assessment may be obtained from the City of Anna. The exact amount of each annual installment will be approved each year by the Anna City Council in the annual service plan update for the district. More information about the assessments, including the amounts and due dates, may be obtained from the City of Anna. Your failure to pay any assessment or any annual installment may result in penalties and interest being added to what you owe or in a lien on and the foreclosure of your property. ' To be included in separate copy of the notice required by Section 5.0143, Tex. Prop. Code, to be executed at the closing of the purchase and sale and to be recorded in the deed records of Collin County when updating for the Current Information of Obligation to Pay Improvement District Assessment. [The undersigned purchaser acknowledges receipt of this notice before the effective date of a binding contract for the purchase of the real property at the address described above. DATE: DATE: SIGNATURE OF PURCHASER SIGNATURE OF PURCHASER The undersigned seller acknowledges providing this notice to the potential purchaser before the effective date of a binding contract for the purchase of the real property at the address described above. DATE: SIGNATURE OF SELLER DATE: SIGNATURE OF SELLER]2 2 To be included in copy of the notice required by Section 5.014, Tex. Prop. Code, to be executed by seller in accordance with Section 5.014(a-1), Tex. Prop. Code. Signature Page to Initial Notice of Obligation to Pay Improvement District Assessment [The undersigned purchaser acknowledges receipt of this notice before the effective date of a binding contract for the purchase of the real property at the address described above. The undersigned purchaser acknowledged the receipt of this notice including the current information required by Section 5.0143, Texas Property Code, as amended. DATE: SIGNATURE OF PURCHASER STATE OF TEXAS § COUNTY OF COLLIN § DATE: SIGNATURE OF PURCHASER The foregoing instrument was acknowledged before me by and , known to me to be the person(s) whose name(s) is/are subscribed to the foregoing instrument, and acknowledged to me that he or she executed the same for the purposes therein expressed. Given under my hand and seal of office on this , 20_. Notary Public, State of Texas]3 3 To be included in separate copy of the notice required by Section 5.0143, Tex. Prop. Code, to be executed at the closing of the purchase and sale and to be recorded in the deed records of Collin County. Purchaser Signature Page to Final Notice with Current Information of Obligation to Pay Improvement District Assessment [The undersigned seller acknowledges providing a separate copy of the notice required by Section 5.014 of the Texas Property Code including the current information required by Section 5.0143, Texas Property Code, as amended, at the closing of the purchase of the real property at the address above. DATE: SIGNATURE OF SELLER STATE OF TEXAS § COUNTY OF COLLIN § DATE: SIGNATURE OF SELLER The foregoing instrument was acknowledged before me by and , known to me to be the person(s) whose name(s) is/are subscribed to the foregoing instrument, and acknowledged to me that he or she executed the same for the purposes therein expressed. Given under my hand and seal of office on this , 20_. Notary Public, State of Texas]4 4 To be included in separate copy of the notice required by Section 5.0143, Tex. Prop. Code, to be executed at the closing of the purchase and sale and to be recorded in the deed records of Collin County. Seller Signature Page to Final Notice with Current Information of Obligation to Pay Improvement District Assessment ANNUAL INSTALLMENTS — IMPROVEMENT AREA #1 INITIAL PARCEL 2024 5 133,000.00 $ 391,262.56 5 37,095.00 $ - $ 40,000.00 $ 601,357.56 2025 $ 110,000.00 $ 413,977.50 $ 36,430.00 $ - $ 40,800.00 $ 601,207.50 2026 $ 115,000.00 $ 408,615.00 $ 35,880.00 $ - $ 41,616.00 $ 601,111.00 2027 $ 121,000.00 $ 403,008.76 $ 35,305.00 $ - $ 42,448.32 $ 601,762.08 2028 $ 126,000.00 $ 397,110.00 $ 34,700.00 $ - $ 43,297.29 $ 601,107.29 2029 $ 132,000.00 $ 390,967.50 $ 34,070.00 $ - $ 44,163.24 $ 601,200.74 2030 $ 138,000.00 $ 384,532.50 $ 33,410.00 $ - $ 45,046.50 $ 600,989.00 2031 $ 145,000.00 $ 377,805.00 $ 32,720.00 $ - $ 45,947.43 $ 601,472.43 2032 $ 153,000.00 $ 369,648.76 $ 31,995.00 $ - $ 46,866.38 $ 601,510.14 2033 $ 161,000.00 $ 361,042.50 $ 31,230.00 $ - $ 47,803.71 $ 601,076.21 2034 $ 170,000.00 $ 351,986.26 $ 30,425.00 $ - $ 48,759.78 $ 601,171.04 2035 $ 180,000.00 $ 342,423.76 $ 29,575.00 $ - $ 49,734.98 $ 601,733.74 2036 $ 190,000.00 $ 332,298,76 $ 28,675.00 $ - $ 50,729.68 $ 601,703.44 2037 $ 200,000.00 $ 321,611.26 $ 27,725.00 $ - $ 51,744.27 $ 601,080.53 2038 $ 212,000.00 $ 310,361.26 $ 26,725.00 $ - $ 52,779.16 $ 601,865.42 2039 $ 223,000.00 $ 298,436.26 $ 25,665.00 $ - $ 53,834.74 $ 600,936.00 2040 $ 236,000.00 $ 285,892.50 $ 24,550.00 $ - $ 54,911.43 $ 601,353.93 2041 $ 249,000.00 $ 272,617.50 $ 23,370.00 $ - $ 56,009.66 $ 600,997.16 2042 $ 264,000.00 $ 259,611.26 $ 22,125.00 $ - $ 57,129.85 $ 601,866.11 2043 $ 279,000.00 $ 243,761.26 $ 20,805.00 $ - $ 58,272.45 $ 601,838.71 2044 $ 294,000.00 $ 228,067.50 $ 19,410.00 $ - $ 59,437.90 $ 600,915.40 2045 $ 312,000.00 $ 210,795.00 $ 17,940.00 $ - $ 60,626.66 $ 601,361.66 2046 $ 331,000.00 $ 192,465.00 $ 16,380.00 $ - $ 61,839.19 $ 601,684.19 2047 $ 350,000.00 $ 173,018.76 $ 14,725.00 $ - $ 63,075.97 $ 600,819.73 2048 $ 372,000.00 $ 152,456.26 $ 12,975.00 $ - $ 64,337.49 $ 601,768.75 2049 $ 394,000.00 $ 130,601.26 $ 11,115.00 $ - $ 65,624.24 $ 601,340.50 2050 $ 418,000.00 $ 107,453.76 $ 9,145.00 $ - $ 66,936.72 $ 601,535.48 2051 $ 443,000.00 $ 82,896.26 $ 7,055.00 $ - $ 68,275.45 $ 601,226.71 2052 $ 470,000.00 $ 56,870.00 $ 4,840.00 $ - $ 69,640.96 $ 601,350.96 2053 $ 498,000.00 $ 29,257.50 $ 2,490.00 $(527,257.50) $ 71,033.78 $ 73,523.78 Total $7,419,000.00 $8,279,851.46 $ 718,550.00 $(527,257.50) $ 1,622,723.23 $17,512,867.19 Footnotes: 1) Interest rate on Improvement Area #1 Bonds is calculated at 4.875'%, 5.625%, and 5,875%for bonds with a maturity of 9/15/2030, 9/15/2043, and 9/15/2053, respectively. 2) Assumes the Reserve Fund is fully funded and available to reduce Annual Installments in the final year. 3) The figures shown above are estimates only and subject to change in Annual Service Plan Updates. Changes in Annual Collection Costs, interest earnings, or other available offsets could increase or decrease the amounts shown. Annual Installment Schedule to Notice of Obligation to Pay Improvement District Assessment THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT BUYER DISCLOSURE IMPROVEMENT AREA #1 LOT TYPE 1 NOTICE OF OBLIGATIONS RELATED TO PUBLIC IMPROVEMENT DISTRICT A person who proposes to sell or otherwise convey real property that is located in a public improvement district established under Subchapter A, Chapter 372, Local Government Code (except for public improvement districts described under Section 372.005), or Chapter 382, Local Government Code, shall first give to the purchaser of the property this written notice, signed by the seller. For the purposes of this notice, a contract for the purchase and sale of real property having a performance period of less than six months is considered a sale requiring the notice set forth below. This notice requirement does not apply to a transfer: 1) under a court order or foreclosure sale; 2) by a trustee in bankruptcy; 3) to a mortgagee by a mortgagor or successor in interest or to a beneficiary of a deed of trust by a trustor or successor in interest; 4) by a mortgagee or a beneficiary under a deed of trust who has acquired the land at a sale conducted under a power of sale under a deed of trust or a sale under a court -ordered foreclosure or has acquired the land by a deed in lieu of foreclosure; 5) by a fiduciary in the course of the administration of a decedent's estate, guardianship, conservatorship, or trust; 6) from one co-owner to another co-owner of an undivided interest in the real property; 7) to a spouse or a person in the lineal line of consanguinity of the seller; 8) to or from a governmental entity; or 9) of only a mineral interest, leasehold interest, or security interest The following notice shall be given to a prospective purchaser before the execution of a binding contract of purchase and sale, either separately or as an addendum or paragraph of a purchase contract. In the event a contract of purchase and sale is entered into without the seller having provided the required notice, the purchaser, subject to certain exceptions, is entitled to terminate the contract. A separate copy of this notice shall be executed by the seller and the purchaser and must be filed in the real property records of the county in which the property is located at the closing of the purchase and sale of the property. AFTER RECORDING' RETURN TO: NOTICE OF OBLIGATION TO PAY IMPROVEMENT DISTRICT ASSESSMENT TO CITY OF ANNA, TEXAS CONCERNING THE FOLLOWING PROPERTY PROPERTY ADDRESS LOT TYPE 1 PRINCIPAL ASSESSMENT: $33,838.08 As the purchaser of the real property described above, you are obligated to pay assessments to the City of Anna, Texas, for the costs of a portion of a public improvement or services project (the "Authorized Improvements") undertaken for the benefit of the property within The Woods at Lindsey Place Public Improvement District (the "District") created under Subchapter A, Chapter 372, Local Government Code. AN ASSESSMENT HAS BEEN LEVIED AGAINST YOUR PROPERTY FOR THE AUTHORIZED IMPROVEMENTS, WHICH MAY BE PAID IN FULL AT ANY TIME. IF THE ASSESSMENT IS NOT PAID IN FULL, IT WILL BE DUE AND PAYABLE IN ANNUAL INSTALLMENTS THAT WILL VARY FROM YEAR TO YEAR DEPENDING ON THE AMOUNT OF INTEREST PAID, COLLECTION COSTS, ADMINISTRATIVE COSTS, AND DELINQUENCY COSTS. The exact amount of the assessment may be obtained from the City of Anna. The exact amount of each annual installment will be approved each year by the Anna City Council in the annual service plan update for the district. More information about the assessments, including the amounts and due dates, may be obtained from the City of Anna. Your failure to pay any assessment or any annual installment may result in penalties and interest being added to what you owe or in a lien on and the foreclosure of your property. ' To be included in separate copy of the notice required by Section 5.0143, Tex. Prop. Code, to be executed at the closing of the purchase and sale and to be recorded in the deed records of Collin County when updating for the Current Information of Obligation to Pay Improvement District Assessment. [The undersigned purchaser acknowledges receipt of this notice before the effective date of a binding contract for the purchase of the real property at the address described above. DATE: SIGNATURE OF PURCHASER DATE: SIGNATURE OF PURCHASER The undersigned seller acknowledges providing this notice to the potential purchaser before the effective date of a binding contract for the purchase of the real property at the address described above. DATE: SIGNATURE OF SELLER DATE: SIGNATURE OF SELLER]' 2 To be included in copy of the notice required by Section 5.014, Tex. Prop. Code, to be executed by seller in accordance with Section 5.014(a-1), Tex. Prop. Code. Signature Page to Initial Notice of Obligation to Pay Improvement District Assessment [The undersigned purchaser acknowledges receipt of this notice before the effective date of a binding contract for the purchase of the real property at the address described above. The undersigned purchaser acknowledged the receipt of this notice including the current information required by Section 5.0143, Texas Property Code, as amended. DATE: DATE: SIGNATURE OF PURCHASER SIGNATURE OF PURCHASER STATE OF TEXAS § COUNTY OF COLLIN § The foregoing instrument was acknowledged before me by and , known to me to be the person(s) whose name(s) is/are subscribed to the foregoing instrument, and acknowledged to me that he or she executed the same for the purposes therein expressed. Given under my hand and seal of office on this , 20_. Notary Public, State of Texas]3 3 To be included in separate copy of the notice required by Section 5.0143, Tex. Prop. Code, to be executed at the closing of the purchase and sale and to be recorded in the deed records of Collin County. Purchaser Signature Page to Final Notice with Current Information of Obligation to Pay Improvement District Assessment [The undersigned seller acknowledges providing a separate copy of the notice required by Section 5.014 of the Texas Property Code including the current information required by Section 5.0143, Texas Property Code, as amended, at the closing of the purchase of the real property at the address above. DATE: SIGNATURE OF SELLER STATE OF TEXAS § COUNTY OF COLLIN § DATE: SIGNATURE OF SELLER The foregoing instrument was acknowledged before me by and , known to me to be the person(s) whose name(s) is/are subscribed to the foregoing instrument, and acknowledged to me that he or she executed the same for the purposes therein expressed. Given under my hand and seal of office on this , 20_. Notary Public, State of Texas]4 4 To be included in separate copy of the notice required by Section 5.0143, Tex. Prop. Code, to be executed at the closing of the purchase and sale and to be recorded in the deed records of Collin County. Seller Signature Page to Final Notice with Current Information of Obligation to Pay Improvement District Assessment ANNUAL INSTALLMENTS - LOT TYPE 1 2024 $ 606.61 $ 1,784.55 $ 169.19 $ - $ 182.44 $ 2,742.79 2025 $ 501.71 $ 1,888.15 $ 166.16 $ - $ 186.09 $ 2,742.11 2026 $ 524.52 $ 1,863.69 $ 163.65 $ - $ 189.81 $ 2,741.67 2027 $ 551.88 $ 1,838.12 $ 161.03 $ - $ 193.61 $ 2,744.64 2028 $ 574.69 $ 1,811.22 $ 158.27 $ - $ 197.48 $ 2,741.65 2029 $ 602.05 $ 1,783.20 $ 155.39 $ - $ 201.43 $ 2,742.08 2030 $ 629.42 $ 1,753.85 $ 152.38 $ $ 205.46 $ 2,741.11 2031 $ 661.35 $ 1,723.17 $ 149.24 $ - $ 209.57 $ 2,743.32 2032 $ 697.83 $ 1,685.97 $ 145.93 $ - $ 213.76 $ 2,743.49 2033 $ 734.32 $ 1,646.72 $ 142.44 $ $ 218.03 $ 2,741.51 2034 $ 775.37 $ 1,605.41 $ 138.77 $ $ 222.39 $ 2,741.94 2035 $ 820.98 $ 1,561.80 $ 134.89 $ - $ 226.84 $ 2,744.51 2036 $ 866.59 $ 1,515.62 $ 130.79 $ - $ 231.38 $ 2,744.37 2037 $ 912.20 $ 1,466.87 $ 126.45 $ $ 236.01 $ 2,741.53 2038 $ 966.93 $ 1,415.56 $ 121.89 $ - $ 240.73 $ 2,745.11 2039 $ 1,017.10 $ 1,361.17 $ 117.06 $ - $ 245.54 $ 2,740.87 2040 $ 1,076.40 $ 1,303.96 $ 111.97 $ $ 250.45 $ 2,742.78 2041 $ 1,135.69 $ 1,243.41 $ 106.59 $ - $ 255.46 $ 2,741.15 2042 $ 1,204.10 $ 1,179.53 $ 100.91 $ - $ 260.57 $ 2,745.11 2043 $ 1,272.52 $ 1,111.80 $ 94.89 $ - $ 265.78 $ 2,744.99 2044 $ 1,340.94 $ 1,040.22 $ 88.53 $ - $ 271.10 $ 2,740.78 2045 $ 1,423.03 $ 961.44 $ 81.82 $ - $ 276.52 $ 2,742.81 2046 $ 1,509.69 $ 877.83 $ 74.71 $ - $ 282.05 $ 2,744.28 2047 $ 1,596.35 $ 789.14 $ 67.16 $ - $ 287.69 $ 2,740.34 2048 $ 1,696.69 $ 695.35 $ 59.18 $ $ 293.44 $ 2,744.67 2049 $ 1,797.04 $ 595.67 $ 50.70 $ - $ 299.31 $ 2,742.72 2050 $ 1,906.50 $ 490.10 $ 41.71 $ $ 305.30 $ 2,743.61 2051 $ 2,020.52 $ 378.09 $ 32.18 $ - $ 311.40 $ 2,742.20 2052 $ 2,143.67 $ 259.38 $ 22.08 $ - $ 317.63 $ 2,742.76 2053 $ 2,271.38 $ 133.44 $ 11.36 $(2,404.82) $ 323.99 $ 335.34 Total $33,838.08 $37,764.43 $3,277.31 $(2,404.82) $ 7,401.25 $ 79,876.25 Footnotes: 1) Interest rate on Improvement Area #1 Bonds is calculated at 4.875%, 5.625%, and 5.875% for bonds with a maturity of 9/15/2030, 9/15/2043, and 9/15/2053, respectively. 2) Assumes the Reserve Fund is fully funded and available to reduce Annual Installments in the final year. 3) The figures shown above are estimates only and subject to change in Annual Service Plan Updates. Changes in Annual Collection Costs, interest earnings, or other available offsets could increase or decrease the amounts shown. Annual Installment Schedule to Notice of Obligation to Pay Improvement District Assessment THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT BUYER DISCLOSURE IMPROVEMENT AREA #1 LOT TYPE 2 NOTICE OF OBLIGATIONS RELATED TO PUBLIC IMPROVEMENT DISTRICT A person who proposes to sell or otherwise convey real property that is located in a public improvement district established under Subchapter A, Chapter 372, Local Government Code (except for public improvement districts described under Section 372.005), or Chapter 382, Local Government Code, shall first give to the purchaser of the property this written notice, signed by the seller. For the purposes of this notice, a contract for the purchase and sale of real property having a performance period of less than six months is considered a sale requiring the notice set forth below. This notice requirement does not apply to a transfer: 1) under a court order or foreclosure sale; 2) by a trustee in bankruptcy; 3) to a mortgagee by a mortgagor or successor in interest or to a beneficiary of a deed of trust by a trustor or successor in interest; 4) by a mortgagee or a beneficiary under a deed of trust who has acquired the land at a sale conducted under a power of sale under a deed of trust or a sale under a court -ordered foreclosure or has acquired the land by a deed in lieu of foreclosure; 5) by a fiduciary in the course of the administration of a decedent's estate, guardianship, conservatorship, or trust; 6) from one co-owner to another co-owner of an undivided interest in the real property; 7) to a spouse or a person in the lineal line of consanguinity of the seller; 8) to or from a governmental entity; or 9) of only a mineral interest, leasehold interest, or security interest The following notice shall be given to a prospective purchaser before the execution of a binding contract of purchase and sale, either separately or as an addendum or paragraph of a purchase contract. In the event a contract of purchase and sale is entered into without the seller having provided the required notice, the purchaser, subject to certain exceptions, is entitled to terminate the contract. A separate copy of this notice shall be executed by the seller and the purchaser and must be filed in the real property records of the county in which the property is located at the closing of the purchase and sale of the property. AFTER RECORDING' RETURN TO: NOTICE OF OBLIGATION TO PAY IMPROVEMENT DISTRICT ASSESSMENT TO CITY OF ANNA, TEXAS CONCERNING THE FOLLOWING PROPERTY PROPERTY ADDRESS IMPROVEMENT AREA #1 LOT TYPE 2: $35,248.00 As the purchaser of the real property described above, you are obligated to pay assessments to the City of Anna, Texas, for the costs of a portion of a public improvement or services project (the "Authorized Improvements") undertaken for the benefit of the property within The Woods at Lindsey Place Public Improvement District (the "District") created under Subchapter A, Chapter 372, Local Government Code. AN ASSESSMENT HAS BEEN LEVIED AGAINST YOUR PROPERTY FOR THE AUTHORIZED IMPROVEMENTS, WHICH MAY BE PAID IN FULL AT ANY TIME. IF THE ASSESSMENT IS NOT PAID IN FULL, IT WILL BE DUE AND PAYABLE IN ANNUAL INSTALLMENTS THAT WILL VARY FROM YEAR TO YEAR DEPENDING ON THE AMOUNT OF INTEREST PAID, COLLECTION COSTS, ADMINISTRATIVE COSTS, AND DELINQUENCY COSTS. The exact amount of the assessment may be obtained from the City of Anna. The exact amount of each annual installment will be approved each year by the Anna City Council in the annual service plan update for the district. More information about the assessments, including the amounts and due dates, may be obtained from the City of Anna. Your failure to pay any assessment or any annual installment may result in penalties and interest being added to what you owe or in a lien on and the foreclosure of your property. I To be included in separate copy of the notice required by Section 5.0143, Tex. Prop. Code, to be executed at the closing of the purchase and sale and to be recorded in the deed records of Collin County when updating for the Current Information of Obligation to Pay Improvement District Assessment. [The undersigned purchaser acknowledges receipt of this notice before the effective date of binding contract for the purchase of the real property at the address described above. DATE: DATE: SIGNATURE OF PURCHASER SIGNATURE OF PURCHASER The undersigned seller acknowledges providing this notice to the potential purchaser before the effective date of a binding contract for the purchase of the real property at the address described above. DATE: SIGNATURE OF SELLER DATE: SIGNATURE OF SELLER]2 2 To be included in copy of the notice required by Section 5.014, Tex. Prop. Code, to be executed by seller in accordance with Section 5.014(a-1), Tex. Prop. Code. Signature Page to Initial Notice of Obligation to Pay Improvement District Assessment [The undersigned purchaser acknowledges receipt of this notice before the effective date of a binding contract for the purchase of the real property at the address described above. The undersigned purchaser acknowledged the receipt of this notice including the current information required by Section 5.0143, Texas Property Code, as amended. DATE: DATE: SIGNATURE OF PURCHASER SIGNATURE OF PURCHASER STATE OF TEXAS § COUNTY OF COLLIN § The foregoing instrument was acknowledged before me by and , known to me to be the person(s) whose name(s) is/are subscribed to the foregoing instrument, and acknowledged to me that he or she executed the same for the purposes therein expressed. Given under my hand and seal of office on this , 20_. Notary Public, State of Texas]3 3 To be included in separate copy of the notice required by Section 5.0143, Tex. Prop. Code, to be executed at the closing of the purchase and sale and to be recorded in the deed records of Collin County. Purchaser Signature Page to Final Notice with Current Information of Obligation to Pay Improvement District Assessment [The undersigned seller acknowledges providing a separate copy of the notice required by Section 5.014 of the Texas Property Code including the current information required by Section 5.0143, Texas Property Code, as amended, at the closing of the purchase of the real property at the address above. DATE: SIGNATURE OF SELLER STATE OF TEXAS § COUNTY OF COLLIN § DATE: SIGNATURE OF SELLER The foregoing instrument was acknowledged before me by and , known to me to be the person(s) whose name(s) is/are subscribed to the foregoing instrument, and acknowledged to me that he or she executed the same for the purposes therein expressed. Given under my hand and seal of office on this , 20_. Notary Public, State of Texas]4 4 To be included in separate copy of the notice required by Section 5.0143, Tex. Prop. Code, to be executed at the closing of the purchase and sale and to be recorded in the deed records of Collin County. Seller Signature Page to Final Notice with Current Information of Obligation to Pay Improvement District Assessment ANNUAL INSTALLMENTS -IMPROVEMENT AREA #1 LOT TYPE 2 Annual installments Additional Reserve Annual Total Annual Due 1/31 Principal Interest' Interest Fund 2 Collection Costs Installment 2024 $ 631.89 $ 1,858.91 $ 176.24 $ - $ 190.04 $ 2,857.08 2025 $ 522.61 $ 1,966.83 $ 173.08 $ - $ 193.84 $ 2,856.36 2026 $ 546.37 $ 1,941.35 $ 170.47 $ - $ 197.72 $ 2,855.91 2027 $ 574.88 $ 1,914.71 $ 167.74 $ - $ 201.67 $ 2,859.00 2028 $ 598.63 $ 1,886.69 $ 164.86 $ - $ 205.71 $ 2,855.89 2029 $ 627.14 $ 1,857.50 $ 161.87 $ - $ 209.82 $ 2,856.33 2030 $ 655.64 $ 1,826.93 $ 158.73 $ - $ 214.02 $ 2,855.33 2031 $ 688.90 $ 1,794.97 $ 155.45 $ - $ 218.30 $ 2,857.62 2032 $ 726.91 $ 1,756.22 $ 152.01 $ - $ 222.66 $ 2,857.80 2033 $ 764.92 $ 1,715.33 $ 148.38 $ - $ 227.12 $ 2,855.74 2034 $ 807.68 $ 1,672.30 $ 144.55 $ - $ 231.66 $ 2,856.19 2035 $ 855.19 $ 1,626.87 $ 140.51 $ - $ 236.29 $ 2,858.86 2036 $ 902.70 $ 1,578.77 $ 136.24 $ - $ 241.02 $ 2,858.72 2037 $ 950.21 $ 1,527.99 $ 131.72 $ - $ 245.84 $. 2,855.76 2038 $ 1,007.22 $ 1,474.54 $ 126.97 $ - $ 250.76 $ 2,859.49 2039 $ 1,059.48 $ 1,417.88 $ 121.94 $ - $ 255.77 $ 2,855.07 2040 $ 1,121.25 $ 1,358.29 $ 116.64 $ - $ 260.89 $ 2,857.06 2041 $ 1,183.01 $ 1,295.22 $ 111.03 $ - $ 266.10 $ 2,855.36 2042 $ 1,254.28 $ 1,228.67 $ 105.12 $ - $ 271.43 $ 2,859.49 2043 $ 1,325.54 $ 1,158.12 $ 98.85 $ - $ 276.86 $ 2,859.36 2044 $ 1,396.81 $ 1,083.56 $ 92.22 $ - $ 282.39 $ 2,854.98 2045 $ 1,482.33 $ 1,001.50 $ 85.23 $ - $ 288.04 $ 2,857.10 2046 $ 1,572.60 $ 914.41 $ 77.82 $ - $ 293.80 $ 2,858.63 2047 $ 1,662.87 $ 822.02 $ 69.96 $ - $ 299.68 $ 2,854.52 2048 $ 1,767.39 $ 724.33 $ 61.64 $ - $ 305.67 $ 2,859.03 2049 $ 1,871.91 $ 620.49 $ 52.81 $ - $ 311.78 $ 2,857.00 2050 $ 1,985.94 $ 510.52 $ 43.45 $ - $ 318.02 $ 2,857.92 2051 $ 2,104.71 $ 393.84 $ 33.52 $ - $ 324.38 $ 2,856.46 2052 $ 2,232.99 $ 270.19 $ 23.00 $ - $ 330.87 $ 2,857.05 2053 $ 2,366.02 $ 139.00 $ 11.83 $(2,505.02) $ 337.48 $ 349.31 Total1 $35,248.00 $39,337.95 $3,413.86 $(2,505.02) $ 7,709.63 $ 83,204.42 Footnotes: 1) Interest rate on Improvement Area #1 Bonds is calculated at 4.875%, 5.625%, and 5.875% for bonds with a maturity of 9/15/2030, 9/15/2043, and 9/15/2053, respectively. 2) Assumes the Reserve Fund is fully funded and available to reduce Annual Installments in the final year. 3) The figures shown above are estimates only and subject to change in Annual Service Plan Updates. Changes in Annual Collection Costs, interest earnings, or other available offsets could increase or decrease the amounts shown. Annual Installment Schedule to Notice of Obligation to Pay Improvement District Assessment 2023 - 2023000107559 09119/2023 12:32 PM Page 1 of 114 CERTIFICATE FOR ORDINANCE THE STATE OF TEXAS COLLIN COUNTY CITY OF ANNA We, the undersigned officers of the City of Anna, Texas (the "City"), hereby certify as follows: 1. The City Council (the "Council") of the City convened in a regular meeting on September 12, 2023, at the regular designated meeting place, and the roll was called of the duly constituted officers and members of the Council, to wit: Nate Pike, Mayor Stan Carver H, Council Member Lee Miller, Mayor Pro Tem. Pete Cain, Council Member Randy Atchley, Deputy Mayor Pro -Tern Elden Baker, Council Member Kevin Toten, Council Member Ryan Henderson, Interim City Manager Carrie Land, City Secretary and all of said persons were present, except !y o n.e , thus constituting a quorum. Whereupon, among other business the following was transacted at said meeting: a written Ordinance entitled AN ORDINANCE AUTHORIZING THE ISSUANCE OF THE "CITY OF ANNA, TEXAS, SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2023 (THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT E%IPROVEMENT AREA #1 PROJECT)" IN A PRINCIPAL AMOUNT NOT TO EXCEED $7,419,000 PAYABLE FROM SPECIAL ASSESSMENTS TO FUND PUBLIC IMPROVEMENTS' IN IMPROVEMENT AREA #1 OF THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT; APPROVING AND AUTHORIZING AN INDENTURE OF TRUST, A BOND PURCHASE AGREEMENT, A LIMITED OFFERING MEMORANDUM, A CONTINUING DISCLOSURE AGREEMENT AND OTHER AGREEMENTS AND DOCUMENTS IN CONNECTION THEREWITH; MAIGNG FINDINGS WITH RESPECT TO THE ISSUANCE OF SUCH BONDS; AND PROVIDING AN EFFECTIVE DATE was duly introduced for the consideration of the Council. It was then duly moved and seconded that said Ordinance be passed; and, after due discussion, said motion, carrying with it the passage of said Ordinance, prevailed and carried, with all members of the Council shown present above voting "Aye," except as noted below: NAYS: aU ABSTENTIONS: 12)'_ 2023 - 2023000107559 0911912023 12:32 PM Page 2 of 114 2. A true, full, and correct copy of the aforesaid Ordinance passed at the meeting described in the above and foregoing paragraph is attached to and follows this Certificate; said Ordinance has been duly recorded in the Council's minutes of said meeting; the above and foregoing paragraph is a true, full, and correct excerpt from the Council's minutes of said meeting pertaining to the passage of said Ordinance; the persons named in the above and foregoing paragraph are the duly chosen, qualified, and acting officers and members of the Council as indicated therein; that each of the officers and members of the Council was duly and sufficiently notified officially and personally, in advance, of the time, place, and purpose of the aforesaid meeting, and that said Ordinance would be introduced and considered for passage at said meeting, and each of said officers and members consented, in advance, to the holding of said meeting for such purpose; and that said meeting was open to the public, and public notice of the time, place, and purpose of said meeting was given all as required by the Texas Government Code, Chapter 551. 3. The Council has approved and hereby approves the Ordinance; and the Mayor (or Mayor Pro-Tem) and City Secretary hereby declare that their signing of this Certificate shall constitute the signing of the attached and following copy of said Ordinance for all purposes. SIGNED AND SEALED ON SEPTEMBER 12, 2023 Carrie L. Land, City (City Seal) 2 2023 - 2023000107559 09/19/2023 12:32 PM Page 3 of 114 CITY OF ANNA ORDINANCE NO. 1073-2023 AN ORDINANCE AUTHORIZING THE ISSUANCE OF THE "CITY OF ANNA, TEXAS, SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2023 (THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT IMPROVEMENT AREA #1 PROJECT)" IN A PRINCIPAL AMOUNT NOT TO EXCEED $7,419,000 PAYABLE FROM SPECIAL ASSESSMENTS LEVIED UPON IMPROVEMENT AREA #1 OF THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT TO FUND PUBLIC IMPROVEMENTS IN SAID DISTRICT; APPROVING AND AUTHORIZING AN INDENTURE OF TRUST, A BOND PURCHASE AGREEMENT, A LIMITED OFFERING MEMORANDUM, A CONTINUING DISCLOSURE AGREEMENT AND OTHER AGREEMENTS AND DOCUMENTS IN CONNECTION THEREWITH; MAKING FINDINGS WITH RESPECT TO THE ISSUANCE OF SUCH BONDS; AND PROVIDING AN EFFECTIVE DATE WHEREAS, the City of Anna, Texas (the "City"), pursuant to and in accordance with the terms, provisions and requirements of the Public Improvement District Assessment Act, Subchapter A of Chapter 372, Texas Local Government Code, has previously established the "The Woods at Lindsey Place Public Improvement District" (the "District"); and WHEREAS, pursuant to the PID Act, the City Council of the City (the "Council") published notice of the assessment hearing in a newspaper of general circulation in the City and the extraterritorial jurisdiction of the City, and opened a public hearing on March 14, 2023, regarding the levy of special assessments within the District, and the City Council convened the hearing on March 14, 2023; and WHEREAS, after all comments and evidence, both written and oral, were received by the City Council, the public hearing was closed on March 14, 2023 and, on such date, the Council adopted an ordinance levying such special assessments (the "Assessment Ordinance"); and WHEREAS, in the Assessment Ordinance, the Council approved and accepted the Service and Assessment Plan (as defined in the Assessment Ordinance) relating to the District and levied the Assessments (as defined in the Indenture (defined below)) against the Improvement Area #1 Assessed Property (as defined in the Service and Assessment Plan); and WHEREAS, the Council has found and determined that it is in the best interests of the City to issue its bonds to be designated "City of Anna, Texas, Special Assessment Revenue Bonds, Series 2023 (The Woods at Lindsey Place Public Improvement District Improvement Area #1 Project)" (the 'Bonds"), such Bonds to be payable from and secured by the Pledged Revenues (as defined in the Indenture); and WHEREAS, the City is authorized by the PID Act to issue the Bonds for the purpose of (i) paying the Actual Costs (as defined in the Indenture), (ii) funding a reserve fund for payment of principal and interest on the Bonds, (iii) paying a portion of the costs incidental to the organization of the District and (iv) paying the costs of issuance of the Bonds; and WHEREAS, the Council has found and determined to approve (i) the issuance of the Bonds to finance the Improvement Area #1 Projects, (ii) the form, terms and provisions of the 1 2023 - 2023000107559 09/19/2023 12:32 PM Page 4 of 114 Indenture securing the Bonds authorized hereby, (iii) the form, terms and provisions of a Bond Purchase Agreement (defined below) between the City and the Underwriter (defined below), (iv) a Limited Offering Memorandum (defined below), (v) a Continuing Disclosure Agreement (defined below), and (vi) a Service and Assessment Plan (defined below); and WHEREAS, the meeting at which this Ordinance is considered is open to the public as required by law, and the public notice of the time, place and purpose of said meeting was given as required by Chapter 551, Texas Government Code, as amended; NOW, THEREFORE BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF ANNA, TEXAS, THAT: Section 1. Findings. The findings and determinations set forth in the preamble hereof are hereby incorporated by reference for all purposes as if set forth in full herein. Section 2. Abbroval of Issuance of Bonds and Indenture of Trust. (a) The issuance of the Bonds in the principal amount of $7,419,000 for the purpose of (i) paying the Actual Costs, (ii) funding a reserve fund for payment of principal and interest on the Bonds, (iii) paying a portion of the costs incidental to the organization of the District, and (iv) paying the costs of issuance of the Bonds, is hereby authorized and approved. (b) The Bonds shall be issued and secured under that certain Indenture of Trust (the "Indenture"), dated as of September 15, 2023, between the City and Regions Bank, an Alabama state banking corporation with offices in Houston, Texas, as trustee (the "Trustee"), with such changes as may be necessary or desirable to carry out the intent of this Ordinance and as approved by the Mayor of the City, such approval to be evidenced by the execution and delivery of the Indenture, which Indenture is hereby approved in substantially final form attached hereto as Exhibit A and incorporated herein as a part hereof for all purposes. The Mayor or Mayor Pro-Tem of the City is hereby authorized and directed to execute the Indenture and the City Secretary is hereby authorized and directed to attest such signature of the Mayor or Mayor Pro-Tem. (c) The Bonds shall be dated, shall mature on the date or dates and in the principal amount or amounts, shall bear interest, shall be registered as to both principal and interest, shall be subject to redemption and shall have such other terms and provisions as set forth in the Indenture. The Bonds shall be in substantially the form set forth in the Indenture, with such insertions, omissions and modifications as may be required to conform the form of Bond to the actual terms of the Bonds. The Bonds shall be payable from and secured by the Pledged Revenues (as defined in the Indenture) and other assets of the Trust Estate (as defined in the Indenture) pledged to the Bonds, and shall never be payable from ad valorem taxes or any other funds or revenues of the City. Section 3. Sale of Bonds; Approval of Bond Purchase Agreement. The Bonds shall be sold to FMSbonds, Inc. (the "Underwriter") at the price and on the terms and provisions set forth in that certain Bond Purchase Agreement (the "Purchase Agreement"), dated the date hereof, between the City and the Underwriter, attached hereto as Exhibit B and incorporated herein as a part hereof for all purposes, which terms of sale are declared to be in the best interest of the City. The form, terms and provisions of the Purchase Agreement are hereby authorized 2 2023 - 2023000107559 09/19/2023 12:32 PM Page 5 of 114 and approved and the Mayor or Mayor Pro-Tem of the City is hereby authorized and directed to execute and deliver the Purchase Agreement. The Mayor's or Mayor Pro-Tem's signature on the Purchase Agreement may be attested by the City Secretary. The Initial Bond shall be registered in the name of the Underwriter. Section 4. Limited Offering Memorandum. The form and substance of the Preliminary Limited Offering Memorandum and any addenda, supplement or amendment thereto and the final Limited Offering Memorandum for the Bonds and any addenda, supplement or amendment thereto (the "Limited Offering Memorandum") are hereby approved and adopted in all respects. The Limited Offering Memorandum, with such appropriate variations as shall be approved by the Mayor and Mayor Pro-Tem of the City and the Underwriter, may be used by the Underwriter in the offering and sale of the Bonds. The City Secretary is hereby authorized and directed to include and maintain a copy of the Preliminary Limited Offering Memorandum (as defined in the Purchase Agreement) and the Limited Offering Memorandum and any addenda, supplement or amendment thereto thus approved among the permanent records of this meeting. The use and distribution of the Preliminary Limited Offering Memorandum in the offering of the Bonds is hereby ratified, approved and confirmed. The City deems the Preliminary Limited Offering Memorandum final, within the meaning of Rule 15c2-12 issued by the United States Securities and Exchange Commission under the Securities Exchange Act of 1934 (the "Rule"), as of its date, except for the omission of information specified in Section (b)(1) of the Rule, as permitted by Section (b)(1) of the Rule. Notwithstanding the approval and delivery of such Preliminary Limited Offering Memorandum and Limited Offering Memorandum by the Council, the Council is not responsible for and proclaims no specific knowledge of the information contained in the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum pertaining to the Improvement Area #1 Projects, the Developer or its financial ability, any builders, any landowners or the appraisal of the property in the District. Section 5. Continuing Disclosure Agreement. The City of Anna, Texas, Special Assessment Revenue Bonds, Series 2023 (The Woods at Lindsey Place Public Improvement District Improvement Area #1 Project) Continuing Disclosure Agreement of the Issuer (the "Continuing Disclosure Agreement") between the City, P3Works, LLC and Regions Bank is hereby authorized and approved in substantially final form attached hereto as Exhibit C and incorporated herein as a part hereof for all purposes, and the Mayor or Mayor Pro-Tem of the City is hereby authorized and directed to execute and deliver such Continuing Disclosure Agreement with such changes as may be required to carry out the purpose of this Ordinance and approved by the Mayor or Mayor Pro-Tem, such approval to be evidenced by the execution thereof. Section 6. Service and Assessment Plan. That certain "The Woods at Lindsey Place Public Improvement District 2023 Amended & Restated Service and Assessment Plan", dated September 12, 2023 is hereby authorized and approved in substantially the form attached hereto as Exhibit D which is incorporated herein as a part hereof for all purposes and the City Manager, Mayor, Mayor Pro Tern, and City Secretary of the City are each hereby authorized and directed to deliver such Service and Assessment Plan with such changes as may be required to carry out the purposes of this Ordinance. The Service and Assessment Plan, including the method of assessment set forth therein, is approved and adopted as the service and assessment plan for Improvement Area #1 of the District and the updated Improvement Area #1 Assessment Roll attached as Appendix F-1 thereto, which restates the Improvement Area #1 Assessments that have been levied against the Improvement Area #1 Assessed Property by the Assessment 3 2023 - 2023000107559 09/19/2023 12:32 PM Page 6 of 114 Ordinance to incorporate information from the final pricing of the Bonds is hereby approved. The City Secretary is hereby directed to file an executed copy of this Ordinance, excluding Exhibits A, B, and C, in the real property records of Collin County, Texas not later than the seventh (7th) day after the date the City Council adopts this Ordinance approving the Service and Assessment Plan. The City Secretary is further directed to similarly file each Annual Service Plan Update (as defined in the Service and Assessment Plan) approved by the City Council not later than the seventh (7th) day after the date that the City Council approves each Annual Service Plan Update. Section 7. Additional Actions. The Mayor, Mayor Pro Tern, Deputy Mayor Pro - Tern, the City Manager, the Finance Director and the City Secretary are hereby authorized and directed to take any and all actions on behalf of the City necessary or desirable to carry out the intent and purposes of this Ordinance and to issue the Bonds in accordance with the terms of this Ordinance. The Mayor, Mayor Pro Tern, Deputy Mayor Pro-Tem, the City Manager, the Finance Director and the City Secretary are hereby authorized and directed to execute and deliver any and all certificates, agreements, notices, instruction letters, requisitions and other documents which may be necessary or advisable in connection with the sale, issuance and delivery of the Bonds and the carrying out of the purposes and intent of this Ordinance. Section 8. Severability. If any Section, paragraph, clause or provision of this Ordinance shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such Section, paragraph, clause or provision shall not affect any of the remaining provisions of this Ordinance. Section 9. Effective Date. This Ordinance is passed on one reading as authorized by Texas Government Code, Section 1201.028, and shall be effective immediately upon its passage and adoption. 0 2023 - 2023000107559 09/19/2023 12:32 PM Page 7 of 114 EXHIBIT D SERVICE AND ASSESSMENT PLAN D-1 2023 - 2023000107559 09/19/2023 12:32 PM Page 8 of 114 The Woods at Lindsey Place Public Improvement District 2023 AMENDED & RESTATED SERVICE AND ASSESSMENT PLAN SEPTEMBER 12, 2023 2023 - 2023000107559 09/19/2023 12:32 PM Page 9 of 114 TABLE OF CONTENTS Tableof Contents..........................................................................................................................1 Introduction..................................................................................................................................3 SectionI: Definitions..................................................................................................................... 4 Section11: The District.................................................................................................................11 Section III: Authorized Improvements.........................................................................................11 SectionIV: Service Plan...............................................................................................................14 SectionV: Assessment Plan.........................................................................................................14 Section VI: Terms of the Assessments.........................................................................................17 Section VII: Assessment Roll....................................................................................................... 23 Section VIII: Additional Provisions...............................................................................................23 Section IX: Additional Updates.................................................................................................... 25 Exhibits........................................................................................................................................ 26 Appendices.................................................................................................................................26 Exhibit A-1— Map of the District................................................................................................. 27 Exhibit A-2 — Final Plat for Improvement Area#1.......................................................................28 Exhibit A-3 — Map of Improvement Area#1................................................................................32 Exhibit A-4 — Lot Type Classification Map.................................................................................... 33 Exhibit B-1 —Authorized Improvements..................................................................................... 34 Exhibit B-2 — Remainder Area Apportionment of Costs..............................................................35 ExhibitC — Service Plan............................................................................................................... 36 Exhibit D — Sources and Uses of Funds........................................................................................37 Exhibit E — Maximum Assessment and Tax Rate Equivalent........................................................38 Exhibit F-1— Improvement Area #1 Assessment Roll..................................................................39 Exhibit F-2 — Projected Improvement Area #1 Annual Installment.............................................40 Exhibit G-1— Maps of Improvement Area #1 Improvements......................................................43 Exhibit G-2 — Maps of Major Improvements...............................................................................47 Exhibit H — Form of Notice of PID Assessment Termination........................................................51 Exhibit 1-1— District Legal Description.........................................................................................54 Exhibit 1-2 — Improvement Area #1 Legal Description.................................................................58 Appendix A — Engineer's Report.................................................................................................. 62 Appendix B — Buyer Disclosures.................................................................................................. 87 THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT 1 2023 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 2023 - 2023000107559 09/19/2023 12:32 PM Page 10 of 114 The Woods at Lindsey Place Public Improvement District Buyer Disclosure Improvement Area #1 Initial Parcel............................................................................................................................88 The Woods at Lindsey Place Public Improvement District Buyer Disclosure Improvement Area #1 Lot Type 1............................................................................................................................... 94 The Woods at Lindsey Place Public Improvement District Buyer Disclosure Improvement Area #1 Lot Type 2.............................................................................................................................100 [Remainder of page intentionally left blank.] THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT 2 2023 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 2023 - 2023000107559 09/19/2023 12:32 PM Page 11 of 114 INTRODUCTION Capitalized terms used in this 2023 Amended and Restated Service and Assessment Plan shall have the meanings given to them in Section I unless otherwise defined in this 2023 Amended and Restated Service and Assessment Plan or unless the context in which a term is used clearly requires a different meaning. Unless otherwise defined, a reference to a "Section," an "Exhibit," or an "Appendix' shall be a reference to a Section of this 2023 Amended and Restated Service and Assessment Plan or an Exhibit or Appendix attached to and made a part of this 2023 Amended and Restated Service and Assessment Plan for all purposes. On February 14, 2023, the City Council passed and approved Resolution No. 2023-02-1379 authorizing the establishment of the District in accordance with the PID Act, which authorization was effective upon publication as required by the PID Act. The purpose of the District is to finance the Actual Costs of Authorized Improvements that confer a special benefit on approximately 198.006 acres located within the corporate limits of the City, as described by the legal description on Exhibit 1-1 and depicted on Exhibit A-1. The PID Act requires a Service Plan covering a period of at least five years and defining the annual indebtedness and projected cost of the Authorized Improvements and including a copy of the notice form required by Section 5.014 of the Texas Property Code, as amended. The Service Plan is contained in Section IV. The PID Act requires that the Service Plan include an Assessment Plan that assesses the Actual Costs of the Authorized Improvements against the Assessed Property within the District based on the special benefits conferred on such property by the Authorized Improvements. The Assessment Plan is contained in Section V. The PID Act requires an Assessment Roll that states the Assessment against each Parcel determined by the method chosen by the City Council. The Assessment against each Parcel of Assessed Property must be sufficient to pay the share of the Actual Costs of the Authorized Improvements apportioned to such Parcel and cannot exceed the special benefit conferred on the Parcel by such Authorized Improvements. The Improvement Area #1 Assessment Roll is included as Exhibit F-1. THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT 3 2023 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 2023 - 2023000107559 09/19/2023 12:32 PM Page 12 of 114 SECTION I: DEFINITIONS "2023 Amended and Restated Service and Assessment Plan" means this The Woods at Lindsey Place Public Improvement District Amended and Restated Service and Assessment Plan which is to replace in its entirety the Original service and Assessment Plan. "2023 Assessment Ordinance" means Ordinance No. 1036-2023-03 approved and adopted by the City Council on March 14, 2023, which levied the Improvement Area #1 Assessment against Improvement Area #1, and approved the Original Service and Assessment Plan. "Actual Costs" mean with respect to Authorized Improvements, including Developer costs to create the District, the actual costs of constructing or acquiring such Authorized Improvements, (either directly or through affiliates), including : (1) the costs for the design, planning, financing, administration/management, acquisition, installation, construction and/or implementation of such Authorized Improvements; (2) the fees paid for obtaining permits, licenses, or other governmental approvals for such Authorized Improvements; (3) the costs for external professional costs, such as engineering, geotechnical, surveying, land planning, architectural landscapers, appraisals, legal, accounting, and similar professional services; (4) all labor, bonds, and materials, including equipment and fixtures, by contractors, builders, and materialmen in connection with the acquisition, construction, or implementation of the Authorized Improvements; (5) all related permitting and public approval expenses, architectural, engineering, and consulting fees, and governmental fees and charges and (6) costs to implement, administer, and manage the above -described activities including, but not limited to, a construction management fee equal to four percent (4%) of construction costs if managed by or on behalf of the Developer. "Additional Interest" means the amount collected by the application of the Additional Interest Rate. "Additional Interest Rate" means the 0.50% additional interest rate that may be charged on Assessments securing PID Bonds pursuant to Section 372.018 of the PID Act. "Administrator" means the City or independent firm designated by the City who shall have the responsibilities provided in this 2023 Amended and Restated Service and Assessment Plan, the Indenture, or any other agreement or document approved by the City related to the duties and responsibilities of the administration of the District. The initial Administrator is P3Works, LLC. "Annual Collection Costs" mean the actual or budgeted costs and expenses related to the operation of the District, including, but not limited to, costs and expenses for: (1) the Administrator; (2) City staff; (3) legal counsel, engineers, accountants, financial advisors, and other consultants engaged by the City; (4) calculating, collecting, and maintaining records with respect to Assessments and Annual Installments; (5) preparing and maintaining records with THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT 4 2023 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 2023 - 2023000107559 09/19/2023 12:32 PM Page 13 of 114 respect to Assessment Rolls and Annual Service Plan Updates; (6) paying and redeeming PID Bonds; (7) investing or depositing Assessments and Annual Installments; (8) complying with this 2023 Amended and Restated Service and Assessment Plan and the PID Act with respect to the PID Bonds, including the City's continuing disclosure requirements; and (9) the paying agent/registrar and Trustee in connection with PID Bonds, including their respective legal counsel. Annual Collection Costs collected but not expended in any year shall be carried forward and applied to reduce Annual Collection Costs for subsequent years. "Annual Installment" means the annual installment payment of an Assessment as calculated by the Administrator and approved by the City Council, that includes: (1) principal; (2) interest; (3) Additional Interest; and (4) Annual Collection Costs. "Annual Service Plan Update" means an update to this 2023 Amended and Restated Service and Assessment Plan prepared no less frequently than annually by the Administrator and approved by the City Council. "Apportioned Property" means any Parcel within the District against which the costs of the Authorized Improvements are Apportioned based on special conferred benefit and against which an Assessment is anticipated to be levied, but not yet levied. "Apportionment of Costs" means an amount allocated by this 2023 Amended and Restated Service and Assessment Plan to a Parcel within the District for future Authorized Improvement costs, other than Non-Benefitted Property and Non -Assessed Property, subject to a future levy of Assessments by the City and also subject to reallocation upon the subdivision of such Parcel or reduction according to the provisions herein and in the PID Act. "Assessed Property" means any Parcel within the District against which an Assessment is levied. "Assessment" means an assessment levied against a Parcel within the District, other than Non - Benefited Property, and imposed pursuant to an Assessment Ordinance and the provisions herein, as shown on an Assessment Roll, subject to reallocation upon the subdivision of such Parcel or reduction according to the provisions herein and in the PID Act. "Assessment Ordinance" means an ordinance adopted by the City Council in accordance with the PID Act that levies an Assessment on Assessed Property within the District, as shown on any Assessment Roll. "Assessment Plan" means the methodology employed to assess the Actual Costs of the Authorized Improvements against the Assessed Property within the District based on the special benefits conferred on such property by the Authorized Improvements, more specifically set forth and described in Section V. "Assessment Roll" means any assessment roll for the Assessed Property within the District, including the Improvement Area #1 Assessment Roll as updated, modified or amended from time THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT 5 2023 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 2023 - 2023000107559 09/19/2023 12:32 PM Page 14 of 114 to time in accordance with the procedures set forth herein and in the PID Act, including updates prepared in connection with the issuance of PID Bonds, if issued, or any Annual Service Plan Update. "Authorized Improvements" means the improvements authorized by Section 372.003 of the PID Act, as depicted on Exhibit G-1, Exhibit G-2 and described in Section III. "Bond Issuance Costs" means the costs associated with issuing PID Bonds, including but not limited to attorney fees, financial advisory fees, consultant fees, appraisal fees, printing costs, publication costs, capitalized interest, reserve fund requirements, underwriter's discount, fees charged by the Texas Attorney General, and any other cost or expense incurred by the City directly associated with the issuance of any series of PID Bonds. "City" means the City of Anna, Texas. "City Council" means the governing body of the City. "County" means Collin County, Texas. "Delinquent Collection Costs" mean costs related to the foreclosure on Assessed Property and the costs of collection of delinquent Assessments, delinquent Annual Installments, or any other delinquent amounts due under this 2023 Amended and Restated Service and Assessment Plan including penalties and reasonable attorney's fees actually paid, but excluding amounts representing interest and penalty interest. "Developer" means D.R. Horton — Texas, LTD., a Texas limited partnership, and any successors or assigns thereof that intends to develop the property in the District for the ultimate purpose of transferring title to such property to end -users. "Development Agreement" means that certain Development Agreement entered into between the City and LHJH Properties, Ltd., a Texas limited partnership, effective November 10, 2020, applicable to all of the Property, as amended by First Amendment to Development Agreement and to the Woods at Lindsey Place Subdivision Improvement Agreement entered into between the City and Developer, dated the 24t" day of January, 2023. "District" means The Woods at Lindsey Place Public Improvement District containing approximately 198.006 acres located within the corporate limits of the City, and more specifically described in Exhibit 1-1 and depicted on Exhibit A-1. "District Formation Expenses" means the costs associated with forming the District, including, but not limited to, attorney fees, and any other cost or expense incurred by the City or Developer directly associated with the establishment of the District. THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT 6 2023 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 2023 - 2023000107559 09/19/2023 12:32 PM Page 15 of 114 "Engineer's Report" means a report provided by a licensed professional engineer that describes the Authorized Improvements, including their costs, location, and benefit, and is attached hereto as Appendix A for the Improvement Area #1 Improvements and Major Improvements. "Estimated Buildout Value" means the estimated value of an Assessed Property with fully constructed buildings, as provided by the Developer and confirmed by the City Council, by considering such factors as density, lot size, proximity to amenities, view premiums, location, market conditions, historical sales, builder contracts, discussions with homebuilders, reports from third party consultants, or any other factors that, in the judgment of the City, may impact value. The Estimated Buildout Value for each Lot Type is shown on Exhibit E. "First Year Annual Collection Costs" means the estimated cost of first year Annual Collection Costs. "Improvement Area #1" means approximately 57.444 acres located within the District, more specifically described in Exhibit 1-2 and depicted on Exhibit A-3. "Improvement Area #1 Annual Installment" means the Annual Installment of the Improvement Area #1 Assessment as calculated by the Administrator and approved by the City Council, that includes: (1) principal; (2) interest; (3) Additional Interest; and (4) Annual Collection Costs related to the Improvement Area #1 Bonds, as shown on Exhibit F-2. "Improvement Area #1 Assessed Property" means any Parcel within Improvement Area #1 against which an Improvement Area #1 Assessment is levied. "Improvement Area #1 Assessment" means an Assessment levied against a Parcel within Improvement Area #1 and imposed pursuant to an Assessment Ordinance and the provisions herein, as shown on the Improvement Area #1 Assessment Roll, subject to reallocation upon the subdivision of such Parcel or reduction according to the provisions herein and in the PID Act. "Improvement Area #1 Assessment Roll" means the Assessment Roll for the Improvement Area #1 Assessed Property, as updated, modified or amended from time to time in accordance with the procedures set forth herein and in the PID Act, including any updates prepared in connection with the issuance of PID Bonds or any Annual Service Plan Updates. The Improvement Area #1 Assessment Roll is included in this 2023 Amended and Restated Service and Assessment Plan as Exhibit F-1. "Improvement Area #1 Bonds" means those certain PID "City of Anna, Texas Special Assessment Revenue Bonds, Series 2023 (The Woods at Lindsey Place Public Improvement District Improvement Area #1 Project)" that are secured by Improvement Area #1 Assessments. "Improvement Area #1 Improvements" means the Authorized Improvements which only benefit the Improvement Area #1 Assessed Property, as further described in Section III.A and depicted on Exhibit G-1. THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT 7 2023 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 2023 - 2023000107559 09/19/2023 12:32 PM Page 16 of 114 "Improvement Area #1 Initial Parcel" means all of the Improvement Area #1 Assessed Property against which the entire Improvement Area #1 Assessment is levied, as described in Exhibit 1-2, and depicted on Exhibit A-3. "Improvement Area #1 Projects" means, collectively (1) the pro rata portion of the Major Improvements allocable to Improvement Area #1; (2) the Improvement Area #1 Improvements; (3) the first year's Annual Collection Costs related to the Improvement Area #1 Bonds; and (4) Bond Issuance Costs incurred in connection with the issuance of PID Bonds to refinance all or a portion of the Improvement Area #1 Assessment, if and when issued. "Indenture" means an Indenture of Trust entered into between the City and the Trustee in connection with the issuance of each series of PID Bonds, as amended from time to time, between the City and the Trustee setting forth terms and conditions related to a series of PID Bonds. "Lot" means (1) for any portion of the District for which a final subdivision plat has been recorded in the Official Public Records of the County, a tract of land described by "lot" in such subdivision plat; and (2) for any portion of the District for which a subdivision plat has not been recorded in the Plat or Official Public Records of the County, a tract of land anticipated to be described as a "Lot" in a final recorded subdivision plat as shown on a concept plan or a preliminary plat. A "Lot" shall not include real property owned by a government entity, even if such property is designated as a separate described tract or lot on a recorded subdivision plat. "Lot Type" means a classification of final building Lots with similar characteristics (e.g. lot size, home product, buildout value, etc.), as determined by the Administrator and confirmed by the City Council. In the case of single-family residential Lots, the Lot Type shall be further defined by classifying the residential Lots by the Estimated Buildout Value of the Lot as shown on Exhibit E, and the anticipated Improvement Area #1 Lot Type classification map is identified on Exhibit A- 4. "Lot Type 1" means a Lot within Improvement Area #1 marketed to homebuilders as a 50' Lot, with an Estimated Buildout Value of $360,000. "Lot Type 2" means a Lot within Improvement Area #1 marketed to homebuilders as a 60' Lot, with an Estimated Buildout Value of $375,000. "Major Improvements" means the Authorized Improvements which provide benefit to the entirety of the district, as further described in Section 111.13 and depicted on Exhibit G-2. "Maximum Assessment" means for each Lot, an Assessment equal to the lesser of (1) the amount calculated pursuant to Section VI.A, or (2) for each Lot Type, the amount shown on Exhibit E. THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT 8 2023 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 2023 - 2023000107559 09/19/2023 12:32 PM Page 17 of 114 "Non -Benefited Property" means Parcels within the boundaries of the District that accrue no special benefit from the Authorized Improvements as determined by the City Council. "Non -Assessed Property" means Parcels that accrue special benefit from the Authorized Improvements, as determined by the City Council, but are not assessed. The Non -Assessed Property includes the multifamily and commercial areas adjacent to the District. "Notice of Assessment Termination" means a document that shall be recorded in the Official Public Records of the County the termination of an Assessment, a form of which is attached as Exhibit H. "Original Service and Assessment Plan" means the Service and Assessment Plan that was approved by the City Council on March 14, 2023. "Parcel" or "Parcels" means a specific property within the District identified by either a tax parcel identification number assigned by the Collin Central Appraisal District for real property tax purposes, by legal description, or by lot and block number in a final subdivision plat recorded in the Plat or Official Public Records of the County, or by any other means determined by the City. "PID Act" means Chapter 372, Texas Local Government Code, as amended. "PID Bonds" means any bonds issued by the City in one or more series and secured in whole or in part by Assessments. "Prepayment" means the payment of all or a portion of an Assessment before the due date of the final Annual Installment thereof. Amounts received at the time of a Prepayment which represent a payment of principal, interest, or penalties on a delinquent installment of an Assessment are not to be considered a Prepayment, but rather are to be treated as the payment of the regularly scheduled Annual Installment. "Prepayment Costs" means interest, including Additional Interest and Annual Collection Costs to the date of Prepayment. "Remainder Area" means all property within the District, as described on Exhibit 1-1 and generally depicted on Exhibit A-1, save and except Improvement Area #1, as described on Exhibit 1-2 and generally depicted on Exhibit G-1. "Remainder Area Apportioned Property" means any Parcel within the Remainder Area against which a portion of the Actual Costs of the Major Improvements are Apportioned based on special conferred benefit, and against which an Assessment is expected to be levied, but not yet levied. "Remainder Area Apportionment of Costs" means an Apportionment of Costs against a Parcel within the Remainder Area for the Remainder Area Projects, as shown on Exhibit B-2, subject to reallocation upon the subdivision of such Parcel or reduction according to the provisions herein and in the PID Act. THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT 9 2023 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 2023 - 2023000107559 09/19/2023 12:32 PM Page 18 of 114 "Remainder Area Projects" means the pro rata portion of the Major Improvements allocable to the Remainder Area based on Estimated Buildout Value. "Service Plan" covers a period of at least five years and defines the annual indebtedness and projected costs of the Authorized Improvements, more specifically described in Section IV. "Trustee" means the trustee or successor trustee under an Indenture. [Remainder of page intentionally left blank.] THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT 10 2023 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 2023 - 2023000107559 09/19/2023 12:32 PM Page 19 of 114 SECTION II: THE DISTRICT The District includes approximately 198.006 contiguous acres located within the corporate limits of the City, the boundaries of which are more particularly described by the legal description on Exhibit 1-1 and depicted on Exhibit A-1. Development of the District is anticipated to include approximately 951 Lots developed with 860 Lots classified as single-family and 91 Lots classified as townhome. Improvement Area #1 includes approximately 57.444 contiguous acres located within the corporate limits of the City, the boundaries of which are more particularly described by the legal description on Exhibit 1-2 and depicted on Exhibit A-3. Development of Improvement Area #1 includes 218 Lots developed with single-family homes (188 single-family homes classified as Lot Type 1, and 30 single-family homes classified as Lot Type 2). The Remainder Area includes approximately 140.562 contiguous acres located within the corporate limits of the City. Development of the Remainder Area is anticipated to include approximately 733 Lots developed with 642 Lots classified as single-family and 91 Lots classified as townhome. SECTION III: AUTHORIZED IMPROVEMENTS The City, based on information provided by the Developer and its engineer and reviewed by the City staff and by third -party consultants retained by the City, has determined that the Authorized Improvements confer a special benefit on the Assessed Property and/or the Apportioned Property. Authorized Improvements will be designed and constructed in accordance with the City's standards and specifications and will be owned and operated by the City. The budget for the Authorized Improvements is shown on Exhibit B-1. A. Improvement Area #1 Improvements ■ Erosion Control Improvements including silt fences, inlet protection, rock check dams, drill seeding, soil retention blankets, biodegradable erosion control logs, and construction exit/entrances necessary to provide erosion control for all Lots within Improvement Area #1. ■ Excavation Excavation improvements include related earthworks, excavation, intersections, and re - vegetation of all disturbed areas within the right-of-way of Improvement Area #1. ■ Sanitary Sewer Sanitary Sewer improvements include trench excavation and embedment, trench safety, THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT 11 2023 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 2023 - 2023000107559 09/19/2023 12:32 PM Page 20 of 114 PVC piping, manholes, concrete easement, stub outs to future developments, testing, related earthwork, erosion control, and all necessary appurtenances required to provide sanitary sewer service for all Lots within Improvement Area #1. ■ Storm Sewer Storm Sewer improvements include earthen channels, swales, RCP piping and boxes, manholes, curb and drop inlets, headwalls, concrete flumes, rock rip rap, stub outs to future developments, testing, related earthwork, erosion control, and all necessary appurtenances required to provide storm drainage for all Lots within Improvement Area #1. ■ Water Water improvements include trench excavation and embedment, trench safety, PVC piping, stub outs to future developments, testing, related earthwork, erosion control, and all necessary appurtenances required to provide water service for all Lots within Improvement Area #1. ■ Paving Roadway improvements include subgrade stabilization, concrete and reinforcing steel for roadways, testing, and handicapped ramps, related earthworks, intersections, and re - vegetation of all disturbed areas within the right-of-way of Improvement Area #1. ■ Street Lights Improvements including traffic signage, streetlights, and stop lights are included. These traffic and lighting improvements will provide a benefit to all Lots within Improvement Area #1. ■ Soft Costs Includes costs related to designing, constructing, and installing the Improvements Area #1 Improvements including land planning and design, City fees, engineering, soil testing, survey, construction management, contingency, legal costs, consultants, and costs associated with financing the Improvement Area #1 Improvements. B. Major Improvements ■ Excavation Excavation improvements include excavation, intersections, and re -vegetation of all disturbed areas within the right-of-way benefitting the entire District. ■ Sanitary Sewer THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT 12 2023 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 2023 - 2023000107559 09/19/2023 12:32 PM Page 21 of 114 Sanitary Sewer improvements include trench excavation and embedment, trench safety, PVC piping, manholes, concrete easement, stub outs to future developments, testing, related earthwork, erosion control, and all necessary appurtenances required to provide sanitary sewer service to the entire District. ■ Storm Sewer Storm Sewer improvements include earthen channels, swales, RCP piping and boxes, manholes, curb and drop inlets, headwalls, concrete flumes, rock rip rap, stub outs to future developments, testing, related earthwork, erosion control, and all necessary appurtenances required to provide storm drainage to the entire District. ■ Water Water improvements include trench excavation and embedment, trench safety, PVC piping, stub outs to future developments, testing, related earthwork, erosion control, and all necessary appurtenances required to provide water service to the entire District. ■ Paving Paving improvements include subgrade stabilization, concrete and reinforcing steel for roadways, testing, and handicapped ramps, related earthworks, intersections, and re - vegetation of all disturbed areas within the right-of-way of the District. ■ Soft Costs Includes costs related to designing, constructing, and installing the Major Improvements including land planning and design, City fees, engineering, soil testing, survey, construction management, contingency, legal costs, consultants, District Formation Expenses, and costs associated with financing the Improvement Area #1 Improvements. C. Bond Issuance Costs ■ Debt Service Reserve Fund Equals the amount to be deposited in a debt service reserve fund under an applicable Indenture in connection with the issuance of PID Bonds. ■ Underwriter's Discount Equals a percentage of the par amount of a particular series of PID Bonds related to the costs of underwriting such PID Bonds. ■ Cost of Issuance Includes costs of issuing a particular series of PID Bonds, including but not limited to issuer fees, attorney fees, financial advisory fees, consultant fees, appraisal fees, printing costs, THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT 13 2023 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 2023 - 2023000107559 09/19/2023 12:32 PM Page 22 of 114 publication costs, City costs, fees charged by the Texas Attorney General, and any other cost or expense directly associated with the issuance of PID Bonds. D. Other Costs ■ First Year Annual Collection Costs Equals the amount necessary to fund the first year's Annual Collection Costs for a particular series of PID Bonds. SECTION IV: SERVICE PLAN The PID Act requires the Service Plan to (i) cover a period of at least five years, (ii) define the annual projected costs and indebtedness for the Authorized Improvements undertaken within the District during the five-year period and (iii) include a copy of the notice form required by Section 5.014 of the Texas Property Code, as amended. The Service Plan must be reviewed and updated by the City Council at least annually in each Annual Service Plan Update. Exhibit C summarizes the Service Plan for Improvement Area #1. The notice form required by Section 5.014 of the Texas Property Code is attached hereto as Appendix B. Exhibit D summarizes the sources and uses of funds required to construct the Authorized Improvements. The sources and uses of funds shown on Exhibit D shall be updated in the Annual Service Plan Update to reflect any budget revisions and Actual Costs. SECTION V: ASSESSMENT PLAN The PID Act allows the City Council to apportion the costs of the Authorized Improvements to the Assessed Property and Apportioned Property based on the special benefit received from the Authorized Improvements. The PID Act provides that such costs may be apportioned: (1) equally per front foot or square foot; (2) according to the value of property as determined by the City, with or without regard to improvements constructed on the property; or (3) in any other manner approved by the City that results in imposing equal shares of such costs on property similarly benefited. The PID Act further provides that the governing body may establish by ordinance or order reasonable classifications and formulas for the apportionment of the cost between the City and the area to be assessed and the methods of assessing the special benefits for various classes of improvements. This section of this 2023 Amended and Restated Service and Assessment Plan describes the special benefit received by each Parcel within the District as a result of the Authorized Improvements and provides the basis and justification for the determination that this special THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT 14 2023 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 2023 - 2023000107559 09/19/2023 12:32 PM Page 23 of 114 benefit equals or exceeds the amount of the Assessments to be levied on the Assessed Property for such Authorized Improvements. The determination by the City Council of the assessment methodologies set forth below is the result of the discretionary exercise by the City Council of its legislative authority and governmental powers and is conclusive and binding on the Developer and all future owners and developers of the Assessed Property and Apportioned Property. A. Assessment Methodology The City Council, acting in its legislative capacity based on information provided by the Developer and its engineer and reviewed by the City staff and by third -party consultants retained by the City, has determined that the costs related to the Authorized Improvements shall be allocated as follows: ■ The costs of the Improvement Area #1 Improvements shall be allocated 100% to Improvement Area #1 Assessed Property based on the ratio of the Estimated Buildout Value of each Lot Type designated as Improvement Area #1 Assessed Property to the Estimated Buildout Value of all Improvement Area #1 Assessed Property. ■ The costs of the Major Improvements shall be allocated 25.12% to Improvement Area #1 Assessed Property and 74.88% to the Remainder Area Apportioned Property pro rata based on the Estimated Buildout Value as illustrated on Exhibit B-2. B. Assessments Improvement Area #1 Assessments are levied on the Improvement Area #1 Assessed Property according to the Improvement Area #1 Assessment Roll attached hereto as Exhibit F-1. The projected Improvement Area #1 Annual Installments are shown on Exhibit F-2, and are subject to revisions made in any Annual Service Plan Update. The Maximum Assessment for each Lot Type within Improvement Area #1 is shown on Exhibit E. In no case will the Assessment for Lot Type 1, and Lot Type 2 within Improvement Area #1 exceed the corresponding Maximum Assessment. C. Findings of Special Benefit The City Council, acting in its legislative capacity based on information provided by the Developer and its engineer and reviewed by the City staff and by third -party consultants retained by the City, has found and determined: ■ Improvement Area #1 ■ The total costs of the Improvement Area #1 Projects equal $9,896,675 as shown on Exhibit B-1; and THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT 15 2023 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 2023 - 2023000107559 09/19/2023 12:32 PM Page 24 of 114 ■ The Improvement Area #1 Assessed Property receives special benefit from the Improvement Area #1 Projects equal to or greater than the Actual Cost of the Improvement Area #1 Projects; and ■ With the adoption of the 2023 Assessment Ordinance, the Improvement Area #1 Assessed Property was allocated 100% of the Improvement Area #1 Assessment levied for the Improvement Area #1 Projects, which equals $7,419,000 as shown on the Improvement Area #1 Assessment Roll attached hereto as Exhibit F-1; and ■ The special benefit (>_ $9,896,675) received by the Improvement Area #1 Assessed Property from the Improvement Area #1 Projects was equal to or greater than the amount of the Improvement Area #1 Assessment ($7,419,000) levied on the Improvement Area #1 Assessed Property for the Improvement Area #1 Projects; and ■ At the time the City Council approved the 2023 Assessment Ordinance, the Developer owned 100% of the Improvement Area #1 Initial Parcel. The Developer acknowledged that the Improvement Area #1 Projects confer a special benefit on the Improvement Area #1 Initial Parcel and consented to the imposition of the Improvement Area #1 Assessment to pay for the Actual Costs associated therewith. The Developer ratified, confirmed, accepted, agreed to, and approved: (1) the determinations and findings by the City Council as to the special benefits described herein and the applicable Assessment Ordinance; (2) this 2023 Amended and Restated Service and Assessment Plan and the applicable Assessment Ordinance; and (3) the levying of the Improvement Area #1 Assessment on the Improvement Area #1 Initial Parcel. ■ Remainder Area ■ The total costs of the Remainder Area Projects allocable to the Remainder Area as financed by the Developer equals $4,003,868 as shown on Exhibit B-2; and ■ The Remainder Area receives special benefit from the Remainder Area Projects equal to or greater than the Actual Cost of the Remainder Area Projects apportioned to the Remainder Area Apportioned Property; and ■ The Remainder Area Apportioned Property will be apportioned 100% of the Remainder Area Projects, which equals $4,003,868 as shown on Exhibit B-2, of which all or a portion of such amount is expected to be levied by the City at a later date; and ■ At the time the City Council approved the 2023 Assessment Ordinance, the Developer owned 100% of the Remainder Area Apportioned Property. The THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT 16 2023 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 2023 - 2023000107559 09/19/2023 12:32 PM Page 25 of 114 Developer acknowledged that the Remainder Area Projects confer a special benefit on the Remainder Area Apportioned Property and consented to the imposition of the Remainder Area Apportionment of Costs in anticipation of a future levy of Assessments by the City Council to pay for all or a portion of the Remainder Area Apportionment of Costs of Remainder Area Projects associated therewith. The Developer ratified, confirmed, accepted, agreed to, and approved: (1) the determinations and findings by the City Council as to the special benefits described herein; (2) the Original Service and Assessment Plan; and (3) the Apportionment of Costs on the Remainder Area Apportioned Property. D. Annual Collection Costs The Annual Collection Costs shall be paid for annually by the owner of each Parcel pro rata based on the ratio of the amount of outstanding Assessment remaining on the Parcel to the total outstanding Assessment. The Annual Collection Costs shall be collected as part of and in the same manner as Annual Installments in the amounts shown on the Assessment Roll, which may be revised based on actual costs incurred in Annual Service Plan Updates. E. Additional Interest The interest rate on Assessments securing PID Bonds may exceed the interest rate on the PID Bonds by the Additional Interest Rate. To the extent required by any Indenture, Additional Interest shall be collected as part of each Annual Installment and shall be deposited pursuant to the applicable Indenture. SECTION VI: TERMS OF THE ASSESSMENTS A. Reallocation of Assessments 1. Upon Division Prior to Recording of Subdivision Plat Upon the division of any Assessed Property (without the recording of subdivision plat), the Administrator shall reallocate the Assessment for the Assessed Property prior to the division among the newly divided Assessed Properties according to the following formula: EOM) Where the terms have the following meanings: A = the Assessment for the newly divided Assessed Property B = the Assessment for the Assessed Property prior to division C = the Estimated Buildout Value of the newly divided Assessed Property D = the sum of the Estimated Buildout Value for all of the newly divided Assessed Properties THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT 17 2023 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 2023 - 2023000107559 09/19/2023 12:32 PM Page 26 of 114 The calculation of the Assessment of an Assessed Property shall be performed by the Administrator and shall be based on the Estimated Buildout Value of that Assessed Property, relying on information from homebuilders, market studies, appraisals, Official Public Records of the County, and any other relevant information regarding the Assessed Property, as provided by the Developer. The Estimated Buildout Value for Lot Type 1 and Lot Type 2 are shown on Exhibit E and will not change in future Annual Service Plan Updates. The calculation as confirmed by the City Council shall be conclusive. The sum of the Assessments for all newly divided Assessed Properties shall equal the Assessment for the Assessed Property prior to subdivision. The calculation shall be made separately for each newly divided Assessed Property. The reallocation of an Assessment for an Assessed Property that is a homestead under Texas law may not exceed the Assessment prior to the reallocation. Any reallocation pursuant to this section shall be reflected in the next Annual Service Plan Update and approved by the City Council. 2. Upon Subdivision by a Recorded Subdivision Plat Upon the subdivision of any Assessed Property based on a recorded subdivision plat, the Administrator shall reallocate the Assessment for the Assessed Property prior to the subdivision among the new subdivided Lots based on Estimated Buildout Value according to the following formula: A = [B x (C _ D)]/E Where the terms have the following meanings: A = the Assessment for the newly subdivided Lot B = the Assessment for the Parcel prior to subdivision C =the sum of the Estimated Buildout Value of all newly subdivided Lots with same Lot Type D = the sum of the Estimated Buildout Value for all of the newly subdivided Lots excluding Non -Benefited Property E= the number of newly subdivided Lots with same Lot Type Prior to the recording of a subdivision plat, the Developer shall provide the City an Estimated Buildout Value for each Lot to be create after recording the subdivision plat as of the date of the subdivision plat is anticipated to be recorded. The calculation of the Assessment for a Lot shall be performed by the Administrator and confirmed by the City Council based on Estimated Buildout Value information provided by the Developer, homebuilders, third party consultants, and/or the Official Public Records of the County regarding the Lot. The Estimated Buildout Value for Lot Type 1 and Lot Type 2 are shown on Exhibit E and will not change in future Annual Service Plan Updates. THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT 18 2023 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 2023 - 2023000107559 09/19/2023 12:32 PM Page 27 of 114 The sum of the Assessments for all newly subdivided Lots shall not exceed the Assessment for the portion of the Assessed Property subdivided prior to subdivision. The calculation shall be made separately for each newly subdivided Assessed Property. The reallocation of an Assessment for an Assessed Property that is a homestead under Texas law may not exceed the Assessment prior to the reallocation. Any reallocation pursuant to this section shall be reflected in the next Annual Service Plan Update and approved by the City Council. 3. Upon Consolidation If two or more Lots or Parcels are consolidated into a single Parcel or Lot, the Administrator shall allocate the Assessments against the Lots or Parcels before the consolidation to the consolidated Lot or Parcel, which allocation shall be reflected in the next Annual Service Plan Update and approved by the City Council. The Assessment for any resulting Lot may not exceed the Maximum Assessment for the applicable Lot Type and compliance may require a mandatory Prepayment of Assessments pursuant to Section VI.C. B. Mandatory Prepayment of Assessments If an Assessed Property or a portion thereof is conveyed to a party that is exempt from payment of the Assessment under applicable law, or the owner causes a Lot, Parcel or portion thereof to become Non -Benefited Property, the owner of such Lot, Parcel or portion there of shall pay to the City the full amount of the Assessment, plus all Prepayment Costs and Delinquent Collection Costs for such Assessed Property, prior to any such conveyance or act. Following payment of the foregoing costs in full, the City shall provide the owner with a recordable "Notice of PID Assessment Termination," a form of which is attached hereto as Exhibit H. C. True -Up of Assessments if Maximum Assessment Exceeded at Plat Prior to the City approving a final subdivision plat, the Administrator will certify that such plat will not result in the Assessment per Lot for any Lot Type to exceed the Maximum Assessment. If the Administrator determines that the resulting Assessment per Lot for any Lot Type will exceed the Maximum Assessment for that Lot Type, then (1) the Assessment applicable to each Lot Type shall each be reduced to the Maximum Assessment, and (2) the person or entity filing the plat shall pay to the City the amount the Assessment was reduced, plus Prepayment Costs and Delinquent Collection Costs, if any, prior to the City approving the final plat. The City's approval of a plat without payment of such amounts does not eliminate the obligation of the person or entity filing the plat to pay such amounts. THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT 19 2023 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 2023 - 2023000107559 09/19/2023 12:32 PM Page 28 of 114 D. Reduction of Assessments If as a result of cost savings or the failure to construct all or a portion of an Authorized Improvement, the Actual Costs of completed Authorized Improvements are less than the Assessments, (i) in the event PID Bonds are not issued, the City Council shall reduce each Assessment on a pro rata basis such that the sum of the resulting reduced Assessments for all Assessed Property equals the reduced Actual Costs that were expended, or (ii) in the event that PID Bonds are issued, the Trustee shall apply amounts on deposit in the applicable account of the Project Fund, relating to the PID Bonds, that are not expected to be used for purposes of the Project Fund to redeem outstanding PID Bonds, unless otherwise directed by the applicable Indenture. Excess PID Bond proceeds shall be applied to redeem outstanding PID Bonds. The Assessments shall not, however, be reduced to an amount less than the amount required to pay all debt service requirements on all outstanding PID Bonds. The Administrator shall update (and submit to the City Council for review and approval as part of the next Annual Service Plan Update) the Assessment Roll and corresponding Annual Installments to reflect the reduced Assessments. E. Prepayment of Assessments The owner of any Assessed Property may pay, at any time, all or any part of an Assessment in accordance with the PID Act. Prepayment Costs, if any, may be paid from a reserve established under the applicable Indenture. If an Annual Installment has been billed, or the Annual Service Plan Update has been approved by City Council prior to the Prepayment, the Annual Installment shall be due and payable and shall be credited against the Prepayment. If an Assessment on as Assessed Property is prepaid in full, with Prepayment Costs, (1) the Administrator shall cause the Assessment to be reduced to zero on said Assessed Property and the Assessment Roll to be revised accordingly; (2) the Administrator shall prepare the revised Assessment Roll and submit such revised Assessment Roll to the City Council for review and approval as part of the next Annual Service Plan Update; (3) the obligation to pay the Assessment and corresponding Annual Installments shall terminate with respect to said Assessed Property; and (4) the City shall provide the owner with a recordable "Notice of PID Assessment Termination." If an Assessment on an Assessed Property is prepaid in part, with Prepayment Costs: (1) the Administrator shall cause the Assessment to be reduced on said Assessed Property and the Assessment Roll revised accordingly; (2) the Administrator shall prepare the revised Assessment Roll and submit to the City Council for review and approval as part of the next Annual Service Plan Update; and (3) the obligation to pay the Assessment will be reduced to the extent of the Prepayment made. THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT 20 2023 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 2023 - 2023000107559 09/19/2023 12:32 PM Page 29 of 114 F. Payment of Assessment in Annual Installments Assessments that are not paid in full shall be due and payable in Annual Installments. Exhibit F-2 shows the projected Improvement Area #1 Annual Installments. Annual Installments are subject to adjustment in each Annual Service Plan Update. Prior to the recording of a final subdivision plat, if any Parcel shown on the Assessment Roll is assigned multiple tax parcel identification numbers for billing and collection purposes, the Annual Installment shall be allocated pro rata based on the acreage of the property not including any Non -Benefited Property or Non -Assessed Property, as shown by the Collin Central Appraisal District for each tax parcel identification number. The Administrator shall prepare and submit to the City Council for its review and approval an Annual Service Plan Update to allow for the billing and collection of Annual Installments. Each Annual Service Plan Update shall include updated Assessment Rolls and updated calculations of Annual Installments. The Annual Collection Costs for a given Assessment shall be paid by the owner of each Parcel pro rata based on the ratio of the amount of outstanding Assessment remaining on the Parcel to the total outstanding Assessment. Annual Installments shall be reduced by any credits applied under an applicable Indenture, such as capitalized interest, interest earnings on account balances, and any other funds available to the Trustee for such purposes. Annual Installments shall be collected by the City in the same manner and at the same time as ad valorem taxes. Annual Installments shall be subject to the penalties, procedures, and foreclosure sale in case of delinquencies as set forth in the PID Act and in the same manner as ad valorem taxes due and owing to the City. The City Council may provide for other means of collecting Annual Installments. Assessments shall have the lien priority specified in the PID Act. Sales of the Assessed Property for nonpayment of Annual Installments shall be subject to the lien for the remaining unpaid Annual Installments against the Assessed Property, and the Assessed Property may again be sold at a judicial foreclosure sale if the purchaser fails to timely pay any of the remaining unpaid Annual Installments as they become due and payable. The City reserves the right to refund PID Bonds in accordance with applicable law, including the PID Act. In the event of a refunding, the Administrator shall recalculate the Annual Installments so that total Annual Installments will be sufficient to pay the refunding bonds, and the refunding bonds shall constitute "PID Bonds." Each Annual Installment of an Assessment, including interest on the unpaid principal of the Assessment, shall be updated annually. Each Annual Installment shall be due when billed and shall be delinquent if not paid prior to February 1 of the following year. The initial Annual Installments shall be due when billed and shall be delinquent if not paid prior to February 1, 2024. Failure of an owner of an Assessed Property to receive an invoice for an Annual Installment on the property tax bill shall not relieve said owner of the responsibility for payment of the THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT 21 2023 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 2023 - 2023000107559 09/19/2023 12:32 PM Page 30 of 114 Assessment. Assessments, or Annual Installments thereof, that are delinquent shall incur Delinquent Collection Costs. The City may provide for other means of collecting the Annual Installments to the extent permitted by the PID Act, or other applicable law. G. Prepayment as a Result of an Eminent Domain Proceeding or Taking Subject to applicable law, if any portion of any Parcel of Assessed Property is taken from an owner as a result of eminent domain proceedings or if a transfer of any portion of any Parcel of Assessed Property is made to an entity with the authority to condemn all or a portion of the Assessed Property in lieu of or as a part of an eminent domain proceeding (a "Taking"), the portion of the Assessed Property that was taken or transferred (the "Taken Property") shall be reclassified as Non -Benefited Property. For the Assessed Property that is subject to the Taking as described in the preceding paragraph, the Assessment that was levied against the Assessed Property (when it was included in the Taken Property) prior to the Taking shall remain in force against the remaining Assessed Property (the Assessed Property less the Taken Property) (the "Remaining Property"), following the reclassification of the Taken Property as Non -Benefited Property, subject to an adjustment of the Assessment applicable to the Remaining Property after any required Prepayment as set forth below. The owner of the Remaining Property will remain liable to pay in Annual Installments, or payable as otherwise provided by this 2023 Amended and Restated Service and Assessment Plan, as updated, or the PID Act, the Assessment that remains due on the Remaining Property, subject to an adjustment in the Assessment applicable to the Remaining Property after any required Prepayment as set forth below. Notwithstanding the foregoing, if the Assessment that remains due on the Remaining Property exceeds the applicable Maximum Assessment, the owner of the Remaining Property will be required to make a Prepayment in an amount necessary to ensure that the Assessment against the Remaining Property does not exceed such Maximum Assessment, in which case the Assessment applicable to the Remaining Property will be reduced by the amount of the partial Prepayment. If the City receives all or a portion of the eminent domain proceeds (or payment made in an agreed sale in lieu of condemnation), such amount shall be credited against the amount of prepayment, with any remainder credited against the assessment on the Remaining Property. In all instances the Assessment remaining on the Remaining Property shall not exceed the applicable Maximum Assessment. By way of illustration, if an owner owns 100 acres of Assessed Property subject to a $100 Assessment and 10 acres is taken through a Taking, the 10 acres of Taken Property shall be reclassified as Non -Benefited Property and the remaining 90 acres of Remaining Property shall be subject to the $100 Assessment (provided that this $100 Assessment does not exceed the Maximum Assessment on the Remaining Property). If the Administrator determines that the THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT 22 2023 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 2023 - 2023000107559 09/19/2023 12:32 PM Page 31 of 114 $100 Assessment reallocated to the Remaining Property would exceed the Maximum Assessment, as applicable, on the Remaining Property by $10, then the owner shall be required to pay $10 as a Prepayment of the Assessment against the Remaining Property and the Assessment on the Remaining Property shall be adjusted to be $90. Notwithstanding the previous paragraphs in this subsection, if the owner of the Taken Property notifies the City and the Administrator that the Taking prevents the Remaining Property from being developed for any use which could support the Estimated Buildout Value requirement, the owner shall, upon receipt of the compensation for the Taken Property, be required to prepay the amount of the Assessment required to buy down the outstanding Assessment to the applicable Maximum Assessment on the Remaining Property to support the Estimated Buildout Value requirement. Said owner will remain liable to pay the Annual Installments on both the Taken Property and the Remaining Property until such time that such Assessment has been prepaid in full. Notwithstanding the previous paragraphs in this subsection, the Assessments shall never be reduced to an amount less than the amount required to pay all outstanding debt service requirements on all outstanding PID Bonds. SECTION VII: ASSESSMENT ROLL The list of current Lots within the District, the corresponding total Assessments, and current Annual Installment by Lot for Improvement Area #1 are shown on the Assessment Roll attached hereto as Exhibit F-1. The Lots shown on the Assessment Roll will receive the bills for the 2023 Annual Installments which will be delinquent if not paid by January 31, 2024. The Improvement Area #1 Assessment Roll is attached as Exhibit F-1. The Administrator shall prepare and submit to the City Council for review and approval proposed revisions to the Improvement Area #1 Assessment Roll and Improvement Area #1 Annual Installments for each Parcel as part of each Annual Service Plan Update. SECTION VIII: ADDITIONAL PROVISIONS A. Calculation Errors If the owner of a Parcel claims that an error has been made in any calculation required by this 2023 Amended and Restated Service and Assessment Plan, including, but not limited to, any calculation made as part of any Annual Service Plan Update, said owner's sole and exclusive remedy shall be to submit a written notice of error to the Administrator by December 11 of the year following City Council's approval of the calculation. Otherwise, said owner shall be deemed to have unconditionally approved and accepted the calculation. The Administrator shall provide THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT 23 2023 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 2023 - 2023000107559 09/19/2023 12:32 PM Page 32 of 114 a written response to the City Council and the owner not later than 30 days of such receipt of a written notice of error by the Administrator. The City Council shall consider the owner's notice of error and the Administrator's response at a public meeting, and not later than 30 days after closing such meeting, the City Council shall make a final determination as to whether an error has been made. If the City Council determines that an error has been made, the City Council take such corrective action as is authorized by the PID Act, this 2023 Amended and Restated Service and Assessment Plan, the applicable Assessment Ordinance, the applicable Indenture, or as otherwise authorized by the discretionary power of the City Council. The determination by the City Council as to whether an error has been made, and any corrective action taken by the City Council, shall be final and binding on the owner and the Administrator. B. Amendments Amendments to this 2023 Amended and Restated Service and Assessment Plan must be made by the City Council in accordance with the PID Act. To the extent permitted by the PID Act, this 2023 Amended and Restated Service and Assessment Plan may be amended without notice to owners of the Assessed Property: (1) to correct mistakes and clerical errors; (2) to clarify ambiguities; and (3) to provide procedures to collect Assessments, Annual Installments, and other charges imposed by this 2023 Amended and Restated Service and Assessment Plan. C. Administration and Interpretation The Administrator shall: (1) perform the obligations of the Administrator as set forth in this 2023 Amended and Restated Service and Assessment Plan; (2) administer the District for and on behalf of and at the direction of the City Council; and (3) interpret the provisions of this 2023 Amended and Restated Service and Assessment Plan. Interpretations of this 2023 Amended and Restated Service and Assessment Plan by the Administrator shall be in writing and shall be appealable to the City Council by owners of Assessed Property adversely affected by the interpretation. Appeals shall be decided by the City Council after holding a public meeting at which all interested parties have an opportunity to be heard. Decisions by the City Council shall be final and binding on the owners of Assessed Property and developers and their successors and assigns. D. Form of Buyer Disclosure/Filing Requirements Per Section 5.014 of the Texas Property Code, as amended, this 2023 Amended and Restated Service and Assessment Plan, and any future Annual Service Plan Updates, shall include a form of the buyer disclosures for the district. The buyer disclosures are attached hereto as Appendix B. Within seven days of approval by the city Council, the City shall file and record in the real property records of the County the executed ordinance of this 2023 Amended and Restated Service and Assessment Plan, or any future Annual Service Plan Updates. The executed ordinance, including any attachments, approving this Service an Assessment Plan or any future Annual Service Plan Updates shall be filed and recorded in their entirety. THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT 24 2023 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 2023 - 2023000107559 09/19/2023 12:32 PM Page 33 of 114 E. Severability If any provision of this 2023 Amended and Restated Service and Assessment Plan is determined by a governmental agency or court to be unenforceable, the unenforceable provision shall be deleted and, to the maximum extent possible, shall be rewritten to be enforceable. Every effort shall be made to enforce the remaining provisions. Section IX: Additional Updates Improvement Area #1 The final plat of The Woods At Lindsey Place Phase 1, attached hereto as Exhibit A-2, was filed and recorded with the County on March 21, 2023, and consists of 218 residential Lots and 4 Non - Benefited Properties. [Remainder of page left intentionally blank.] THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT 25 2023 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 2023 - 2023000107559 09/19/2023 12:32 PM Page 34 of 114 EXHIBITS The following Exhibits are attached to and made a part of this 2023 Amended and Restated Service and Assessment Plan for all purposes: Exhibit A-1 Map of the District Exhibit A-2 Final Plat for Improvement Area #1 Exhibit A-3 Map of Improvement Area #1 Exhibit A-4 Lot Type Classification Map Exhibit B-1 Authorized Improvements Exhibit B-2 Remainder Area Apportionment of Costs Exhibit C Service Plan Exhibit D Sources and Uses of Funds Exhibit E Maximum Assessment and Tax Rate Equivalent Exhibit F-1 Improvement Area #1 Assessment Roll Exhibit F-2 Projected Improvement Area #1 Annual Installments Exhibit G-1 Maps of Improvement Area #1 Improvements Exhibit G-2 Maps of Major Improvements Exhibit H Form of Notice of PID Assessment Termination Exhibit 1-1 District Legal Description Exhibit 1-2 Improvement Area #1 Legal Description APPENDICES The following Appendices are attached to and made a part of this 2023 Amended and Restated Service and Assessment Plan for all purposes: Appendix A Engineer's Report Appendix B Buyer Disclosures THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT 26 2023 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 2023 - 2023000107559 09/19/2023 12:32 PM Page 35 of 114 EXHIBIT A-1— MAP OF THE DISTRICT 6L I i 1 THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT 27 2023 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 2023 - 2023000107559 09/19/2023 12:32 PM Page 36 of 114 0 2 w m D m 0 Z N mm D v r Z Z 00 mLA m D � m D m v m m LA C < W m m � D Z � v 0 D m N m N m M m v Z N D Z N W 2023 - 2023000107559 09/19/2023 12:32 PM Page 37 of 114 O = N m D m 0 Z to mm D v r Z Z 00 mLA m r m mv v m C C W m D � Z v 70 0 D m rn m N m M m 0 Z N v � D Z N LD g oE�O \ —o gAgg� � r 0 N�(nO0 x I N p - ff N � � ofn,ino x n m � i o T Pea Wmmso� — g � •. Z: Z I 2023 - 2023000107559 09/19/2023 12:32 PM Page 38 of 114 N 0 N W D Z m z v m v D Z v m m mm v LA m m m D Z v D m m N m z v D Z C W n v 0 m m Z v z 2023 - 2023000107559 09119/2023 12:32 PM Page 39 of 114 0 N --I X M > K 0 m 0 LA Z 0 o m > > z z 00 X LA m m m 0 m -0 LA m C X < m z 0 m Ln m Z m Z M z > Z 2023 - 2023000107559 09/19/2023 12:32 PM Page 40 of 114 O = N m D m O Z v v '^ m D v D Z Z 00 mLA m r m nv LA C < W m m � D Z � v O N m N m M m v Z N D Z w E� vk�P A G A ' Sim e fits' �E i .`bay i J m X W w O 0 m m m N 2023 - 2023000107559 09/19/2023 12:32 PM Page 41 of 114 N � O = N M W D0 m ° Z v v L' m D v D Z Z v v W m N { I v r m n v m N v m C W W < r D � Z v W a ° L < m Nm 9 � m Z N v � a Z t caim a w w 2023 - 2023000107559 09/19/2023 12:32 PM Page 42 of 114 0 = N m W D m O 00 N m D v D Z Z 00 X N m m N { I v r m nv N m C .v W G r D � Z v 0 D0 N G m Nm 9 m m Z N v � D� Z W A m 10 °o = 3 O] n c o V c o m m X o o � ro 3 rD o _ M c o o w rD ,� IW > R �. � w 0 o o n rD mo 0 rD r`o n p o ° < 3 rb rho � o rD m R o n� O � N 00 I-` A N In 10 10 W I-` A V N A A O O V N N N V V N V In In V V - A A A W W W O 00 01 N N O O O In V In N A A N O O A V W m 00 O O 00 O O 01 A V w V O O 00 l0 l0 A A V m l0 00 00 O W V N O N l0 A m in VlVft N 0�1 A W � � � � O N� 00 A N � lV0 A in Ln Ln Ln Ln io io V Ln Ln V V A A A N W N U'i N N w W l0 N 01 l0 O In O A A O V N N N V V N V A m V 00 N A m N - V N N 0) 00 -0-0 M O O Ul V Ul N N 00 i0 N 01 01 V A O O W O O 01 A V In V O O 00 N In V O l0 U't A l0 l0 m O A w N N N N N N N 00 I--` A N Ul W N W 01 O O V V N V W A W O m A w W 00 N - V O cn O O w V w N W A In W 00 l0 W V O W O O O V A V w O O 00 In l0 O O O w A W W A O N N A A A A A A A W W W W W W 0 0 0 0 0 0 A A O O V 0 A V V W O W O W N In F00 N 01 00 l0 O O 00 00 00 00 A A l0 00 V A 00 00 0 N O- OW W 00 OrD r oon rb v w N rD ' ' = 0 0 V N N N N N W W V N V O N W N 01 V N V U'I 01 U'1 Ul l0 01 N W F-W N V V N O A Uo 00 N In O W w O N m 00 00 O O V N N N N N W W "I N V O N W N 01 V N V U'I 01 U'1 Ul l0 01 N W F-W N V 0o ul O m 00 00 O O 00000000 O O O O O O O O 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 V N N N N N W W V V O N W N 01 V N V U'I 01 U'1 ANANC Ul l0 01 N W F-W N V 00 In O m 00 00 O O O O O O O O O O O O O O O O O 0 0 0 0 0 0 0 0 0 a m x 2 W W I-, C 0 m N m v_ 0 m 9 m Z N 2023 - 2023000107559 09/19/2023 12:32 PM Page 43 of 114 EXHIBIT B-2 - REMAINDER AREA APPORTIONMENT OF COSTS Footnotes: 1) The costs of the Major Improvements apportioned pro rata based on Estimated Buildout Value between Improvement Area #1 and the Remainder Area. THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT 35 2023 AMEDNED AND RESTATED SERVICE AND ASSESSMENT PLAN 2023 - 2023000107559 09/19/2023 12:32 PM Page 44 of 114 N � O = N m w a m ° v v z 'n m a v � a r Z Z 00 X N m m N { I v r m n v m v m C < W r D � Z v 0 a ° L < m m z N m 9 � m Z N v � r - Z w � D D 3 0 v d N n rr — 3 O C _ — d (D rr 3 O (D 7 O (D '* w n v v v + N tn• tn tn tn tn Lri O U.) � N tD W N -4 O 4�- N w NJ NJ cn tO� 0 a)a)0 V In O N N O U7 O O Lri Lri O (n O O a) a) O in• i/f i/f -L f -L f O W � N I�� 1-4 a) O W W O N 4�- 00 tD tD O o 4 o o o in 0 0 in in 0 O O O O O O 4j�- Vl� Vl� O U.)N O I� 00 Ql Q1 Q1 0 1-4 0 F, O 91 to to O 0 O O O O O O O O O O O in• i/� i/� i/� i/� Lri 4�- O W 4�- N O N e l , N W V W 4�- O O O O N � 0000 000 000 O O O W �4 v O 00 O N a) a) O in• i/� i/� i/� i/� O W 4�- N tD N e zr�l W W :II 91 O O tD N N O V O �I O O O N O N O O O w 0 tD 0 0 0 2023 - 2023000107559 09/19/2023 12:32 PM Page 45 of 114 EXHIBIT D - SOURCES AND USES OF FUNDS Improvement Area #1 Bonds Improvement Area #1 Issuance Discount Developer Contribution - Improvement Area #11 Developer Contribution - Remainder Areal Developer Contribution - Non -Assessed Property' Developer Contribution - Private Improvements' Total Sources Improvement Area #1 Improvements Major Improvements Private Improvements Bond Issuance Costs Debt Service Reserve Fund Underwriter's Discount Cost of Issuance Other Costs First Year Annual Collection Costs Total Uses Footnotes: $ - $ 7,419,000 $ - (51,433) - 2,529,108 - - - 4,003,868 967,052 - - 5,957,494 - - $ 6,924,546 $ 9,896,675 $ 4,003,868 f Funds $• $ 7,335,748 $ - 967,052 1,343,359 4,003,868 5,957,494 - - $ 6,924,546 $ 8,679,108 $ 4,003,868 $ - $ 527,258 $ - - 222,570 - - 427,740 - $ - $ 1,177,567 $ - $ - $ 40,000 $ - $ - $ 40,000 $ - $ 6,924,546 $ 9,896,675 $ 4,003,868 1) Not reimbursable to the Developer through Assessments or PID Bond proceeds. 2) Apportioned costs to be levied in part or in full at a later date. THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT 37 2023 AMEDNED AND RESTATED SERVICE AND ASSESSMENT PLAN 2023 - 2023000107559 09/19/2023 12:32 PM Page 46 of 114 EXHIBIT E - MAXIMUM ASSESSMENT AND TAX RATE EQUIVALENT Footnotes: 1) Per information provided by the Developer. THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT 38 2023 AMEDNED AND RESTATED SERVICE AND ASSESSMENT PLAN 2023 - 2023000107559 09/19/2023 12:32 PM Page 47 of 114 EXHIBIT F-1- IMPROVEMENT AREA #1 ASSESSMENT ROLL Footnotes: 1) Total may not match the total Outstanding Assessment or Annual Installment due to rounding. 2) As of January 2023, the entire Improvement Area #1 is contained within Property ID 2832376. For billing purposes, the Improvement Area #1 Annual Installment due 1/31/2024 shall be allocated pro rata based on acreage. THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT 39 2023 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 2023 - 2023000107559 09/19/2023 12:32 PM Page 48 of 114 EXHIBIT F-2 - PROJECTED IMPROVEMENT AREA #1 ANNUAL INSTALLMENT 2024 $ 133,000.00 $ 391,262.56 $ 37,095.00 $ - $ 40,000.00 $ 601,357.56 2025 $ 110,000.00 $ 413,977.50 $ 36,430.00 $ - $ 40,800.00 $ 601,207.50 2026 $ 115,000.00 $ 408,615.00 $ 35,880.00 $ - $ 41,616.00 $ 601,111.00 2027 $ 121,000.00 $ 403,008.76 $ 35,305.00 $ - $ 42,448.32 $ 601,762.08 2028 $ 126,000.00 $ 397,110.00 $ 34,700.00 $ - $ 43,297.29 $ 601,107.29 2029 $ 132,000.00 $ 390,967.50 $ 34,070.00 $ - $ 44,163.24 $ 601,200.74 2030 $ 138,000.00 $ 384,532.50 $ 33,410.00 $ - $ 45,046.50 $ 600,989.00 2031 $ 145,000.00 $ 377,805.00 $ 32,720.00 $ - $ 45,947.43 $ 601,472.43 2032 $ 153,000.00 $ 369,648.76 $ 31,995.00 $ - $ 46,866.38 $ 601,510.14 2033 $ 161,000.00 $ 361,042.50 $ 31,230.00 $ - $ 47,803.71 $ 601,076.21 2034 $ 170,000.00 $ 351,986.26 $ 30,425.00 $ - $ 48,759.78 $ 601,171.04 2035 $ 180,000.00 $ 342,423.76 $ 29,575.00 $ - $ 49,734.98 $ 601,733.74 2036 $ 190,000.00 $ 332,298.76 $ 28,675.00 $ - $ 50,729.68 $ 601,703.44 2037 $ 200,000.00 $ 321,611.26 $ 27,725.00 $ - $ 51,744.27 $ 601,080.53 2038 $ 212,000.00 $ 310,361.26 $ 26,725.00 $ - $ 52,779.16 $ 601,865.42 2039 $ 223,000.00 $ 298,436.26 $ 25,665.00 $ - $ 53,834.74 $ 600,936.00 2040 $ 236,000.00 $ 285,892.50 $ 24,550.00 $ - $ 54,911.43 $ 601,353.93 2041 $ 249,000.00 $ 272,617.50 $ 23,370.00 $ - $ 56,009.66 $ 600,997.16 2042 $ 264,000.00 $ 258,611.26 $ 22,125.00 $ - $ 57,129.85 $ 601,866.11 2043 $ 279,000.00 $ 243,761.26 $ 20,805.00 $ - $ 58,272.45 $ 601,838.71 2044 $ 294,000.00 $ 228,067.50 $ 19,410.00 $ - $ 59,437.90 $ 600,915.40 2045 $ 312,000.00 $ 210,795.00 $ 17,940.00 $ - $ 60,626.66 $ 601,361.66 2046 $ 331,000.00 $ 192,465.00 $ 16,380.00 $ - $ 61,839.19 $ 601,684.19 2047 $ 350,000.00 $ 173,018.76 $ 14,725.00 $ - $ 63,075.97 $ 600,819.73 2048 $ 372,000.00 $ 152,456.26 $ 12,975.00 $ - $ 64,337.49 $ 601,768.75 2049 $ 394,000.00 $ 130,601.26 $ 11,115.00 $ - $ 65,624.24 $ 601,340.50 2050 $ 418,000.00 $ 107,453.76 $ 9,145.00 $ - $ 66,936.72 $ 601,535.48 2051 $ 443,000.00 $ 82,896.26 $ 7,055.00 $ - $ 68,275.45 $ 601,226.71 2052 $ 470,000.00 $ 56,870.00 $ 4,840.00 $ - $ 69,640.96 $ 601,350.96 2053 $ 498,000.00 $ 29,257.50 $ 2,490.00 $(527,257.50) $ 71,033.78 $ 73,523.78 Total $7,419,000.00 $8,279,851.46 $ 718,550.00 $(527,257.50) $ 1,622,723.23 $17,512,867.19 Footnotes: 1) Interest rate on Improvement Area #1 Bonds is calculated at 4.875%, 5.625%, and 5.875% for bonds with a maturity of 9/15/2030, 9/15/2043, and 9/15/2053, respectively. 2) Assumes the Reserve Fund is fully funded and available to reduce Annual Installments in the final year. 3) The figures shown above are estimates only and subject to change in Annual Service Plan Updates. Changes in Annual Collection Costs, interest earnings, or other available offsets could increase or decrease the amounts shown. 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M. z c C T z O f reo 1 C D ' to L z o v wIn'n w u O m G O � w f0 � CK 6 I � L OJ I D 2023 - 2023000107559 09/19/2023 12:32 PM Page 51 of 114 Ca N uj D0 m O Z v vLn D v � D � z z v v m m N { � 5V m f] v m v m C G m r n � m D Z v No Ln m Nm 9 � m Z In v � D Z A W 2023 - 2023000107559 09/19/2023 12:32 PM Page 52 of 114 rn ' e N uj m 0 Z v Ln v � r Z Z v v m m N { m T v v m C G W r n � m D Z v No Ln m N m 9� m Z In v � D Z C/PJ7J1 2023 - 2023000107559 09/19/2023 12:32 PM Page 53 of 114 o N m uj m O Z v v L' v � r Z Z v v m m N { � 5v m T v v m C G W r D Z v 0 No Ln m Nm 9 � m Z N v � D Z M T vg r ;,A C m -Jp � ;a a 1 O•. 2023 - 2023000107559 09/19/2023 12:32 PM Page 54 of 114 t" O r m o N m w D m O Z v v L' m D v � r Z Z 00 X N m m N { � 5V m T v v m C G m r D Z v 0 No Ln m Nm 9 � m Z N v � a Z A G, 2023 - 2023000107559 09/19/2023 12:32 PM Page 55 of 114 N u, m D 0O m 0 z v m D v � r Z Z v v m m m � � 5v m T v m C G w D � Z � v 0 No m Nm 9 -1 m � z N �22 D � z A V D z z D I■ ti 2023 - 2023000107559 09/19/2023 12:32 PM Page 56 of 114 o N m w D m O Z v v L' m D v � D � Z Z 00 X N m m Ln 5v m f] v m v m C G W n � D Z v 0 No Ln m Nm 9 � m Z N v y r — Z A 00 2023 - 2023000107559 09/19/2023 12:32 PM Page 57 of 114 o N m w D m O Z v v L' v � r Z Z v v m m m Ln 5v m T v v m C G W r D Z v 0 No Ln m Nm 9 � m Z In v � D Z A ' 1 2023 - 2023000107559 09/19/2023 12:32 PM Page 58 of 114 N � O m N m W D0 m O Z v v L' m D v � D � Z Z 00 X N m m Ln 5v m f] v m v m C <03 r D Z v 0 No Ln m Nm 9 � m Z N D Z 0 011 2023 - 2023000107559 09/19/2023 12:32 PM Page 59 of 114 EXHIBIT H — FORM OF NOTICE OF PID ASSESSMENT TERMINATION KS [Date] Collin County Clerk's Office Honorable [County Clerk] Collin County Administration Building 2300 Bloomdale Rd, Suite 2106 McKinney, TX 75071 P3Works, LLC 9284 Huntington Square, Suite 100 North Richland Hills, TX 76182 Re: City of Anna Lien Release documents for filing Dear Ms./Mr. [County Clerk] Enclosed is a lien release that the City of Anna is requesting to be filed in your office. Lien release for [insert legal description]. Recording Numbers: [Plat]. Please forward copies of the filed documents to my attention: City of Anna Attn: City Secretary 120 W. 71h Street Anna, TX 75409 Please contact me if you have any questions or need additional information. Sincerely, [Signature] P3Works, LLC (817)393-0353 AdmingP3-Works.com www.P3-Works.com THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT 51 2023 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 2023 - 2023000107559 09/19/2023 12:32 PM Page 60 of 114 AFTER RECORDING RETURN TO: [City Secretary Name] 120 W. 711 Street Anna, TX 75409 NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. FULL RELEASE OF PUBLIC IMPROVEMENT DISTRICT LIEN STATE OF TEXAS § § KNOW ALL MEN BY THESE PRESENTS: COUNTY OF COLLIN § THIS FULL RELEASE OF PUBLIC IMPROVEMENT DISTRICT LIEN (this "Full Release") is executed and delivered as of the Effective Date by the City of Anna, Texas, a Texas home rule municipality (the "City"). RECITALS WHEREAS, the governing body (hereinafter referred to as the "City Council") of the City of Anna, Texas is authorized by Chapter 372, Texas Local Government Code, as amended (hereinafter referred to as the "Act"), to create public improvement districts within the corporate limits of the City; and WHEREAS, on February 14, 2023, the City Council of the City approved Resolution No. creating The Woods at Lindsey Place Public Improvement District (the "District"); and WHEREAS, the District consists of approximately 198.006 contiguous acres within the corporate limits of the City; and WHEREAS, on , the City Council, approved Ordinance No. , (hereinafter referred to as the "Assessment Ordinance") approving a service and assessment plan and assessment roll for the real property located with the District, the Assessment Ordinance being recorded on , as Instrument No. in the Official Public Records of Collin County, TX; and WHEREAS, the Assessment Ordinance imposed an assessment in the amount of [amount] (hereinafter referred to as the "Lien Amount") and further imposed a lien to secure the payment of the Lien Amount (the "Lien") against the following property located within the District, to wit: THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT 52 2023 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 2023 - 2023000107559 09/19/2023 12:32 PM Page 61 of 114 [legal description], an addition to the City of [City], [County], Texas, according to the map or plat thereof recorded as Instrument No. in the Map Records of Collin County, Texas (the "Property"); and WHEREAS, the Lien Amount has been paid in full. RELEASE NOW THEREFORE, for and in consideration of the full payment of the Lien Amount, the City/County hereby releases and discharges, and by these presents does hereby release and discharge, the Lien to the extent that is affects and encumbers the Property. EXECUTED to be EFFECTIVE this the day of , 20 CITY OF ANNA, TEXAS, A Texas home rule municipality, By: [Manager Name], City Manager ATTEST: [Secretary Name], City Secretary STATE OF TEXAS § COUNTY OF COLLIN § This instrument was acknowledged before me on the day of , 209 by [City Manager], City Manager for the City of Anna, Texas, a Texas home rule municipality, on behalf of said municipality. Notary Public, State of Texas THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT 53 2023 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 2023 - 2023000107559 09/19/2023 12:32 PM Page 62 of 114 EXHIBIT 1-1— DISTRICT LEGAL DESCRIPTION Exhibit Q — Overall PID Legal Description FIELD DESCRIPTION: BEING a tract of land situated in the Town of Anna, Collin County, Texas, a part of Eli Witt Survey, Abstract No. 997. being part of a called 275.00 acre tract of land described in a Special Warranty Deed to D.R. Horton — Texas, Ltd., recorded in Instrument No. 20210212000310470, Official Public Records, Collin County, Texas (O.P.R.C.C.T), and being more particularly described as follows: COMMENCING at a five -eighths inch iron rod with yellow plastic cap that is illegible found at the southeast comer of said 275.00 acre tract of land, said iron rod being at the northeast comer of a called 226.62 acre tract of land described in a Warranty Deed to QJR Partnership, Ltd. recorded in Volume 5106, Page 2380, O.P.R.C.C.T and said iron rod being in the west line of a called 50.00 acre tract of land described in a Special Warranty Deed with Vendor's Lien to MCI Preferred Income Fund II, LLC, recorded in Instrument No. 20210830001753370, (O.P.R.C.C.T): THENCE South 89 degrees 28 minutes 48 seconds West, a distance of 168.60 feet along the south line of said 275.00 acre tract of land and along the north line of said 226.62 acre tract of land to the POINT OF BEGINNING of the herein described tract of land; THENCE South 89 degrees 28 minutes 48 seconds West, a distance of 2,480.27 feet along the south line of said 275.00 acre tract of land) and along the north line of said 226.62 acre tract of land to a point for comer, from which a one-half inch iron rod with yellow plastic cap stamped "BOHLER ENG" set (hereinafter called "iron rod set") at the southwest comer of said 275.00 acre tract of land bears South 89 degrees 28 minutes 48 seconds West, a distance of 335.99 feet THENCE North 00 degrees 34 minutes 00 seconds West, a distance of 385.03 feet to a point for comer; THENCE North 29 degrees 27 minutes 03 seconds West, a distance of 120.00 feet to a point for comer; THENCE Northeasterly 44.49 feet along a non -tangent curve to the left, having a central angle of 03 degrees 13 minutes 35 seconds, a radius of 790.00 feet, a tangent of 22.25 feet and whose cord bears North 58 degrees 56 minutes 09 seconds East, a cord distance of 44.48 feet to a point for comer: THENCE Northeasterly 236.99 feet along a curve to the right, having a central angle of 14 degrees 55 minutes 17 seconds, a radius of 910.00 feet, a tangent of 119.17 feet and whose cord bears North 64 degrees 47 minutes 01 seconds East, a cord distance of 236.32 feet to a point for comer; THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT 54 2023 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 2023 - 2023000107559 09/19/2023 12:32 PM Page 63 of 114 THENCE North 00 degrees 33 minutes 39 seconds West, a distance of 652.43 feet to a point for comer; THENCE North 89 degrees 26 minutes 21 seconds East, a distance of 144.81 feet to a point for comer; THENCE North 02 degrees 33 minutes 19 seconds East, a distance of 504.55 feet to a point for comer: THENCE North 00 degrees 33 minutes 39 seconds West, a distance of 1,369.34 feet to a point for comer: THENCE South 89 degrees 26 minutes 21 seconds West, a distance of 620.00 feet to a point for comer: THENCE North 00 degrees 33 minutes 39 seconds West, a distance of 526.78 feet to a point for comer: THENCE Northeasterly 1,091.99 feet along a curve to the right, having a central angle of 32 degrees 41 minutes 20 seconds, a radius of 1.914.00 feet, a tangent of 561.30 feet and whose cord bears North 15 degrees 47 minutes 01 seconds East, a cord distance of 1,077.24 feet to a point for comer: THENCE North 32 degrees 39 minutes 37 seconds East, a distance of 90.00 feet to a point for comer: THENCE North 32 degrees 43 minutes 36 seconds East, a distance of 144.49 feet to a point in the north line of said 275.00 acre tract of land, said point being a the south line of a called 555.801 acre tract of land, described as Tract 6 in a Special Warranty Deed to Risland Mantua, LLC, recorded in Instrument No. 20180625000783630, (O.P.R.C.C.T): THENCE South 86 degrees 39 minutes 03 seconds East, a distance of 255.78 feet along the north line of said 275.00 acre tract of land and along a south line of said 555.801 acre tract of land to a one-half inch iron rod found for comer, from which a one- half inch iron rod found bears North 01 degrees 19 minutes 02 seconds West, a distance of 2.04 feet: THENCE South 89 degrees 10 minutes 24 seconds East, a distance of 1,018,92 feet along the north line of said 275.00 acre tract of land to a one-half inch iron rod set for comer, said iron rod being at the southwest comer of a called 83.36 acre tract of land described in a Quit Claim Deed to Alta McClain, recorded in Volume 626, Page 141, (D.R.C.C.T) which is now listed in the Collin County Appraisal District records as being owned by Laura Collins to which no transfer of title either direct or indirect can be found in Collin County Deed Records. - THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT 55 2023 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 2023 - 2023000107559 09/19/2023 12:32 PM Page 64 of 114 THENCE South 89 degrees 16 minutes 53 seconds East, a distance of 111.06 feet along a north line of said 275.00 acre tract of land and along the south line of said 83.36 acre tract of land to a one-half inch iron rod set at the northeast comer of said 275.00 acre tract of land, said iron rod being at the northwest comer of a called 95.444 acre tract of land described in a Special Warranty Deed with Vendor's Lien to MCI PREFERRED INCOME FUND II, LLC, recorded in Instrument No. 20210819001679920,(O.P.R.C.C.T); THENCE along the east line of said 275.00 acre tract of land and along the west line of said 95.444 acre tract of land as follows: South 01 degrees 16 minutes 44 seconds East, a distance of 1.185.56 feet to a one-half inch iron rod with yellow cap stamped "JBI" found for comer; South 00 degrees 47 minutes 08 seconds East, a distance of 1,100.00 feet to a one-half inch iron rod set at the most westerly southwest comer of said 95.444 acre tract of land; THENCE North 88 degrees 32 minutes 52 seconds East, a distance of 906.82 feet along the most easterly north line of said 275.00 acre tract of land and along the most westerly south tine of said 95.444 acre tract of land to a point for comer: THENCE South 00 degrees 44 minutes 46 seconds East, a distance of 314.82 feet to a point for comer: THENCE South 89 degrees 28 minutes 48 seconds West, a distance of 481.91 feet to a point for comer; THENCE South 00 degrees 31 minutes 12 seconds East, a distance of 889.34 feet to a point for comer: THENCE Southeasterly 120.981 feet along a curve to the left, having a central angle of 14 degrees 35 minutes 35 seconds, a radius of 475.00 feet, a tangent of 60.82 feet and whose cord bears South 07 degrees 49 minutes 00 seconds East, a cord distance of 120.66 feet to a point for comer; THENCE South 39 degrees 17 minutes 34 seconds East, a distance of 55.80 feet to a point for comer: THENCE Southeasterly 38.63 feet along a non -tangent curve to the left, having a central angle of 04 degrees 51 minutes 53 seconds, a radius of 455.00 feet, a tangent of 19.33 feet and whose cord bears South 23 degrees 58 minutes 10 seconds East, a cord distance of 38.62 feet to a point for comer; THENCE South 26 degrees 24 minutes 07 seconds East, a distance of 56.52 feet to a point for comer: THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT 56 2023 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 2023 - 2023000107559 09/19/2023 12:32 PM Page 65 of 114 THENCE South 68 degrees 02 minutes 34 seconds East, a distance of 44.84 feet to a point for comer: THENCE Northeasterly 361.48 feet along a non -tangent curve to the right, having a central angle of 16 degrees 26 minutes 14 seconds, a radius of 1,260.00 feet, a tangent of 181.99 feet and whose cord bears North 79 degrees 13 minutes 01 seconds East, a cord distance of 360.24 feet to a point for comer; THENCE South 00 degrees 44 minutes 46 seconds East, a distance of 120.07 feet to a point for comer: THENCE Southwesterly 497.56 feet along a non -tangent curve to the left, having a central angle of 25 degrees 00 minutes 25 seconds, a radius of 1,140.00 feet, a tangent of 252.80 feet and whose cord bears South 74 degrees 44 minutes 27 seconds West, a cord distance of 493.62 feet to a point for comer; THENCE South 62 degrees 14 minutes 14 seconds West, a distance of 202.70 feet to a point for comer; THENCE South 27 degrees 45 minutes 46 seconds East, a distance of 15.00 feet to a point for comer; THENCE South 49 degrees 18 minutes 42 seconds East, a distance of 194.61 feet to a point for comer; THENCE South 00 degrees 31 minutes 12 seconds East, a distance of 305.98 feet to a point for comer; THENCE North 89 degrees 28 minutes 48 seconds East, a distance of 501.05 feet to a point for comer; THENCE South 01 degrees 14 minutes 22 seconds West, a distance of 327.87 feet to a point for comer; THENCE Southeasterly 60.96 feet along a curve to the left, having a central angle of 02 degrees 46 minutes 20 seconds, a radius of 1,260.00 feet, a tangent of 30.49 feet and whose cord bears South 00 degrees 08 minutes 48 seconds East, a cord distance of 60.96 feet to the POINT OF BEGINNING and containing 8,625,128 square feet or 198.006 acres. THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT 57 2023 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 2023 - 2023000107559 09/19/2023 12:32 PM Page 66 of 114 EXHIBIT 1-2 — IMPROVEMENT AREA #1 LEGAL DESCRIPTION Exhibit CIA — PID Improvement Area 1 Legal Description WHEREAS, LHJH PROPERTIES, LTD., is the owner of a tract of land situated in the Town of Anna, Collin County, Texas, a part of Eli Witt Survey, Abstract No. 997, being part of a called 159.819 acre tract of land described in a Special Warranty Deed to LHJH Properties. Ltd., recorded in Instrument No. 20061003001424600, Official Public Records, Collin County. Texas (O.P.R.C.C.T) and being more particularly described as follows: BEGINNING at a five -eighths inch iron rod with yellow plastic cap that is illegible found at the southeast comer of said 159.819 acre tract of land and the northeast comer of a called 226.62 acre tract of land described in a Warranty Deed to QJR Partnership, Ltd. recorded in Volume 5106, Page 2380, O.P.R.C.C.T and said iron rod being in the west line of a called 50.00 acre tract of land described in a Special Warranty Deed to Kayasa Holdings, LLC, recorded in Instrument No. 201908007000946750, (O.P.R.C.C.T); THENCE South 89 degrees 28 minutes 48 seconds West, a distance of 659.19 feet along the south line of said 159.819 acre tract of land and along the north line of said 226.62 acre tract of land to a one -halt inch iron rod with yellow plastic cap stamped "BOHLER ENG" (hereinafter called "iron rod set") set for comer: THENCE over and across said 159.819 acre tract of land, the following courses and distances: North 00 degrees 31 minutes 12 seconds West, a distance of 694.65 feet to a capped iron rod set for comer; North 49 degrees 18 minutes 42 seconds West, a distance of 194.61 feet to a capped iron rod set for comer; North 27 degrees 45 minutes 46 seconds West, a distance of 15.00 feet to a capped iron rod set for comer; South 62 degrees 14 minutes 14 seconds West, a distance of 357.72 feet to a capped iron rod set at the beginning of a tangent curve to the right: In a southwesterly direction, a distance of 597.97 feet, having a central angle of 27 degrees 11 minutes 29 seconds, a radius of 1,260.00 feet, a tangent length of 304.73 feet and whose chord bears South 75 degrees 49 minutes 59 seconds West a distance of 592.38 feet to a capped iron rod set for corner; South 89 degrees 25 minutes 44 seconds West, a distance of 287.14 feet to a capped iron rod set; South 44 degrees 25 minutes 44 seconds West a distance of 42.43 feet to a capped iron rod set; THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT 58 2023 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 2023 - 2023000107559 09/19/2023 12:32 PM Page 67 of 114 South 89 degrees 25 minutes 44 seconds West, a distance of 90.00 feet to a capped iron rod set North 45 degrees 34 minutes 16 seconds West a distance of 42.43 feet to a capped iron rod set and South 89 degrees 25 minutes 44 seconds West a distance of 42.00 feet at the beginning of a curve to the left; In a southwesterly direction, a distance of 442.68 feet, having a central angle of 32 degrees 06 minutes 22 seconds, a radius of 790.00 feet, a tangent length of 227.32 feet and whose chord bears South 73 degrees 22 minutes 33 seconds West a distance of 436.91 to a capped iron rod set at the beginning of a curve to the right. In a southwesterly direction, a distance of 408.87 feet, having a central angle of 25 degrees 44 minutes 36 seconds, a radius of 910 feet, a tangent length of 207.94 feet and whose chord bears South 70 degrees 11 minutes 40 seconds a distance of 405.44 feet to a capped iron rod set: said capped iron rod being in the west line of said 159.819 acre tract of land and the east line of a called 555.801 acre tract of land, described as Tract B in a Special Warranty Deed to Risland Mantua, LLC, recorded in Instrument No. 20180625000783630, O.P.R.C.C.T., from which a one-half inch iron rod found at the most southerly southeast comer of a said 555.801 acre tract of land and the northeast corner of a called 17.863 acre tract of land described in a Special Warranty Deed to Anna 18, LLC, recorded in Instrument No. 20161020001423440, O.P.R.C.C.T. bears South 00 degrees 33 minutes 39 seconds East a distance of 243.59 feet: THENCE North 00 degrees 33 minutes 39 seconds West, a distance of 120.86 feet along the west line of said 159.819 acre tract of land and the east line of 555.801 acre tract of land to a capped iron rod set at the beginning of a non -tangent curve to the left: THENCE over and across said 159.819 acre tract of land, the following courses and distances: In a northeasterly direction, a distance of 341.53 feet, having a central angle of 24 degrees 46 minutes 13 seconds, a radius of 790.00 feet, a tangent length of 173.48 feet and whose chord bears North 69 degrees 42 minutes 28 seconds East a distance of 338.88 feet to a capped iron rod set for the beginning of a curve to the left: In a northeasterly direction, a distance of 236.99 feet, having a central angle of 14 degrees 55 minutes 17 seconds, a radius of 910.00 feet, a tangent length of 119.17 feet and whose chord bears North 64 degrees 47 minutes 01 seconds East a distance of 236.32 feet to a capped iron rod: THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT 59 2023 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 2023 - 2023000107559 09/19/2023 12:32 PM Page 68 of 114 North 00 degrees 33 minutes 39 seconds East, a distance of 652.43 feet to a capped iron rod set for comer; North 89 degrees 26 minutes 21 seconds East a distance of 144.81 feet to a capped iron rod set for comer; North 02 degrees 33 minutes 19 seconds East a distance of 508.75 feet to a capped iron rod set for comer; North 00 degrees 33 minutes 39 seconds West a distance of 59.43 feet to a capped iron rod set for comer; North 89 degrees 25 minutes 47 seconds East, a distance of 556.69 feet to a capped iron rod set for comer; North 62 degrees 13 minutes 50 seconds East, a distance of 937.37 feet to a capped iron rod set for comer, North 77 degrees 11 minutes 7 seconds East, a distance of 91.82 feet to a capped iron rod set for comer; North 89 degrees 28 minutes 48 seconds East, a distance of 161.53 feet to a capped iron rod set for comer; South 00 degrees 31 minutes 12 seconds East, a distance of 899.34 feet to a capped iron rod set for comer and beginning of a non -tangent curve to the left: In a southerly direction, a distance of 121.05, having a central angle of 16 degrees 6 minutes 40 seconds, a radius of 430.50 feet, a tangent length of 60.93 feet, and whose chord bears South 89 degrees 45 minutes 40 seconds East a distance of 121.05 feet: South 39 degrees 17 minutes 34 seconds East, a distance of 55.75 feet to a capped iron rod set for comer beginning of a non -tangent curve to the left: In a southeasterly direction, a distance of 38.49 feet, having a central angle of 4 degrees 50 minutes 49 seconds, a radius of 455.00 feet, a tangent length of 19.26 feet, and whose chord bears North 68 degrees 26 minutes 43 seconds East a distance of 38.48 feet to a capped iron rod set: South 26 degrees 24 minutes 7 seconds East, a distance of 56.71 feet to a capped iron rod set for comer: South 68 degrees 2 minutes 34 seconds East, a distance of 44.84 feet to a capped iron rod set for comer: THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT 60 2023 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 2023 - 2023000107559 09/19/2023 12:32 PM Page 69 of 114 South 19 degrees 0 minutes 5 seconds East, a distance of 120.00 feet to a capped iron rod set for comer; In a southeasterly direction, a distance of 174.31 feet, having a central angle of 08 degrees 45 minutes 39 seconds, a radius of 1140.00 feet, a tangent length of 87.33 feet, and whose chord bears South 66 degrees 37 minutes 04 seconds West a distance of 174.14 feet to a capped iron rod set for comer: South 62 degrees 14 minutes 14 seconds West, a distance of 202.70 feet to the POINT OF BEGINNING, containing 2,502,260.24 square feet or 57.4440 acres, more or less. THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT 61 2023 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 2023 - 2023000107559 09/19/2023 12:32 PM Page 70 of 114 APPENDIX A — ENGINEER'S REPORT [Remainder of page left intentionally blank.] THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT 62 2023 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 2023 - 2023000107559 09/19/2023 12:32 PM Page 71 of 114 BOHLERI DATED-. OC-C GET 18. 2421 RE: E N1, I N F- H'i R� P1 I it THr Wi 1 rmt% - • LiHu%i-y AIM.-L, FEXAS 2600 Net%VDFk BIYd Fris€o, TX 75034 4159.45$.7 3 G10 IYTRODUCTr^N TkSe Woods.it Lindsey Plarx Is a propwr,ed single-tan5ikf de+ kFpmenr irrrludirlg approximately 198 Af and is anticipated tD include apprDrimately 951 single family humus located appmx. 3,DWft J-U.SI rndes) rant of U.S. /5 and approximately 12LX1 ft west of {_aunty Road 3E9, Anna, f exas JCityj as ftp L cd in Fx.:,!:i 4, TMIs Enigilleer+s report includes the documents rtque5ted by the City for the Formation of the Public Irnpruvement District {PQ and the issuance Df bonds, 63nds are arrticipated tG be used to finance public infrastructure projects vital far the dlevelopment within the PIU. DLg la-1 5 P—N- LVT C 74 iS An engineer's Opinuon of Probable Cost {OPCM has been prepared for ail o€f-site and on -site infrastrumfe iirxf a inicluded as fxii i D. De+relopment improverrle,5ts have been sepsraimd irrto Ors -sir,, Developer Improvements, Public~ Ma jot Imprm,ernents, and Area 1 improve ments. The P u blie Majar lrnpruaements will be included err the PID, These i m provemenb include all related earthwork, excavation, erosion control, and utilities. Improvements include subgrade stabilizdtion, conert-te and reinforcing steel for roadways, besting, arrd handicapped ramps, related earthwork, excavation, erosion control, intersections, and re •wegeta Lion of a II disturbed areas withi n the right-of-way. The street improvements will provide bene5t to future developments, ir5cludi ng The Woods a t tinds" Place, • WobV-rSyst )S Imprbytments iF5dLide tr"th excawnlion and embedment, trench safety, PVC piping, stub outs to Nture developments, testing, related earthwork, erosion wntxol, and all necessary' appurtenances required tD pravMe water service tD future cle5reiapments, including The Woods at Lindsey Place, TENAS ECIA J} OF MWESRI0IVAl! ENGI1'EERS?k0. 18D96 . TRa 8DARD OF PRO FESSIOIIAI. LAND 5URYPRNG NO- ! DA4A 13 51W4f iliQHLt3lENklIMkEIkINLi T;Q51 THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT 63 2023 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 2023 - 2023000107559 09/19/2023 12:32 PM Page 72 of 114 BOHLER// ■ Sora[nry Sewer R.,gn 2 cl 2 Improvements Include trench excavation and embedment, trench safety, KrC piping, manholes, concrete encasement, stub nuts to future developments, testi n& related ea rth'.uork, erosion control, and all necessary appurtenanr:es required to prow ide sanitary sewer service to future developments, indLldingTKin Woods at Unelsey PI are. * Storm Sews€ Improvements incl ude ea rthen c ha nnerSr swakes, RCP piping and boxes, manholes, curb and drop Inlets, hea"alis, concrete flumes, rock rip rap, stub outs to irmrre devefaprnents, testing, rersted earthwork, erasion oontfol, and all necessary appurtenances required to provide storm draina�e to futurr developments, indudiof The Woods at Lindsey Piare. The ImprovernentArea I Improvemerrt3 will he included in the PID. These include all related earthwrark, ex€avationr eras3an mnxDl, and utilities improvements noted in the Public Major Improvements and will provkk benefit to each Lot within Imprcvem"t Area 1, On site Developer Improvements far the prajectam depirted in �wh-bii C through c.41 r} ' ti, Public Mapr IrnprovrntcnL arr depicted in rx..:ur::" throuEJ11 IKh-Jrff L, and lmptovrmrnt Area 1 Improvernrsnts are depi€ted in Fr. ;n,r C -; though i 0in;r 6-: and un h *. co-:-' thmugh F%!h.n,r N-I and I though r .ar i5 . [)- l _ D►vr IIPW.i -J I SL -1-001 F Design Stage The Owe ro 11 PFOi rn ina ry Plo t for Lliv rrrtir r drAopm-Cnt 11a3 trcen appr raved by Ltre Ci Ly of Anna. This iioad study has been approved by the City of Anna_ Thr= Omite and fW-site civil nnns#ruction pla ns foe Flhase N1 knprnUem tints and Ott -site Pub lir. Irnpruvcmenks Naar been appruvcd hY Lhc City of Anna_ ConFt nK6Dn Stake Phase 1 of the UNOOds at Lindsey Place and tht off -site Public Irr.prevemews began in Fail 2011 with final P "k�ptA i1cR from the City anti;ipgted fall ¢f 2W, A :projerT schedule for the home build out is depicted in d xh;b!t i DEa n Ca rdwel 1, P.F. *1 DEAN 0. CARDWELL 115432 4 * CMLANO MNsKlW,MaNEkAs • 1'wAcrrurnruGEH5 r sunLYuks R'Jf W MIHERMINFFAING-COW THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT 64 2023 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 2023 - 2023000107559 09119/2023 12:32 PM Page 73 of 114 it - - - ------------ 'Fj =t BOHLERY EKMIBFT A., SITE PLAN THE WOODS AT LIMUSEY PLACE rkNmA TF-XA6', IFXHIRIT6 POD COST WAAMAXY BOHLER// THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT 65 2023 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 2023 - 2023000107559 09/19/2023 12:32 PM Page 74 of 114 BIOHLERJ EKHJBIT C: OP&SJTE DEVELOPER ROADWAY OMP ROVEMElIfTS THE IIIVDIRB AT UNDSEY PLACE �br s.� I la"�+�*+�+�riT� } �;� -•yam, :.. — i I'= I -__ I T I—I—�• _ rt .w.Yr .?�. S 4 A.- _ � __ _ _ I�-• _Ire � _ • f' '• f. •III. i I ' t � 1 raAl;di'PJYM'Y i P ' BIOHLERJ EXHiBfT D: ON -SITE DEVELOPER SAAFFTARY SEWER IMPROVEMENTS THE WOODS AT UNDSEY PLACE THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT 66 2023 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 2023 - 2023000107559 09/19/2023 12:32 PM Page 75 of 114 s.� l ¢_�- iuo I _— '�:} rrw=wrrrara + ilohu�Lll I raAl�ro-��w'r I r BIOHLERJ EXJHIBJTE. OM4JTE DEVELOPER STORM SEWER iMPROVEMENTS T140 WOODS AT UNUSEY PLACE s.� I�4.. ._' o I i. 1 w�+NdMriY+4 rw�wrrrav r5� � -- •' � � I "fir' �_ — � _ , _ •��;•�- lei. �. I I BIOHLERJ EXHJB#T R ON -SITE DEVELOPER WATER IMPROVEMENTS T140 WOODS AT UNDSEY PLACE ,5.Nkla THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT 67 2023 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 2023 - 2023000107559 09/19/2023 12:32 PM Page 76 of 114 BIOHLERJ EXHIBIT O: ON -SITE DEVELOPER EROSION CONTROL THE WOODS AT f. MUSEY PLACE �br I 5\: —I — vrwrawt I ------------'=�_-_ ___----_------- - P � EXIflBfTH. PUBLIC ROADWAY MAJOR IMPROVEMENTS BIOHLERJ THE IIIVDIRS AT f.fMUSE' PLACE THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT 68 2023 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 2023 - 2023000107559 09/19/2023 12:32 PM Page 77 of 114 I I I i BIOHLERJ EXHIBITJ: MAJOR IMPROVEi EMT PUBLIC SANITARY SEWER 01PROVEMBNTS THE 1 0003 AT LIMPS" PLACE ;.i BIOHLERJ EXMJBJT J-- MAJOR IMPROVEMENTS PUBZJO STORM SEWER THE MOOS AT �IJMIOS�T P� ACE ,�; THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT 69 2023 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 2023 - 2023000107559 09/19/2023 12:32 PM Page 78 of 114 i _ 7--- - T i BOHLERJ EXHIBIT K: MAJOR R VEAEMT PUBLIC WATER . t �yranrPFr/ THE WOODS AT MUSE PLACE yb(� B13HLERJ EXHINFT t: MAJOR IMPROVEMENT PURUC EROSION CONTROL THE WOODS AT MMUSEY PLACE �br THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT 70 2023 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 2023 - 2023000107559 09/19/2023 12:32 PM Page 79 of 114 - - _..... ...— ---�------...r---N �----er•�1 _ - — y. I I Ll T. sl i +7NiaM7A'AO}i�Pn'A�Yi47' �ti�..y+ t. BOHLER9 EXHIStrM: LAMD USE MAP THE WOODS AT LINDSEY PLACE MhA 7ExA5 — 1• BOHLER4 EXHJBJT N: OPEAF SPACE PLAN THE IIli0005 AT UND-SEY I" CC �br THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT 71 2023 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 2023 - 2023000107559 09/19/2023 12:32 PM Page 80 of 114 Fxhihit 0 - The Woods a I.indsey 'lace Schodule Aug-usL 2022 THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT 72 2023 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 2023 - 2023000107559 09/19/2023 12:32 PM Page 81 of 114 THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT 73 2023 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 2023 - 2023000107559 09/19/2023 12-32 PM Page 82 of 114 Exhibit Q — Overall Pia Legal Description FIELD DESCRIPTION BEING a tract of land situated in the Town of Anna, Collin County, Texas. a partaf Eli Wih Survey, Abstract No_ 997, being part of a called 275.W acre tract of land described in a $pecial Mrra:ntyr Dead to D.R. HorOvn — Texa% l.td„ recorded in InWwrient Nc. 2D210212000110470, Official Public Records, 0ollin County, Texas (O,P,R.C,O.T). and Ineing more part lCularly deco tubed B S fo Illwos- GO M ME MCI NG at a five -eighths inch iron rod with yellow plastic cap that is illegible found at the southeast Bonner of sail 275.00 acre traQ1 of land, said iron rod being at the northeast comer of called 226.62 acre tract of land described in a Vrranty Deed to OJR Palrtnerehip, I_W. recorded in Volume 5106, Page 2380, Q.P R.G.G.T and said iron rod being in the west line of a Gaited 50.00 acre tract of land described in a Special Warranty Deed wid) Vendors Lien to MCI Preferred Income Fund 11. LLC, recorded in Instrurnelrt No. 2021083D00175337D, (O.P.R.C.C.T): THENCE South 89 degfees28 minutes 48 seconds West, a distance of 158.60 feet along the south line of said 277 5.00 acre track of larpd and along the norlh line of said 226.62 acre tact of land to the POINT OF BEGINNING of the herein described tract of land-, THENCE South 89degree s 28 minutes 48 seconds West, a distance of 2,460.27 feet along the south tine of said 275.00 acre tract of land) and along th8 north line of said 226.62 acre tract of land to a paint For corner, frGm which a one-half inch iron rod with yellow plastic cap Otarnpad x04HLF-R :FNQ" set (hereinafter ea lied "ir4c rod set") at the sauthwast comer of said 275.00 acre tract of land bears South 89 degrees 28 minutes 49 se condsWest, a distance of 33S.09 feet THENCE North OD degrees 3+4 minutes 60 seconds West, a distance of 385.03 feet to a point for corner, THENCE North ZR degrees 27 minutes 03 seconds West, a distance of 120.00 feat to a paint for comer; THENCE Northeasterly 44.49 feet along a non4angent curve to the left. having a Genital angle of 03 degrees 13 minutes 35 seconds, a radius of 790.00 feet, a tangent of 22.25 feet and whose cord bears North 56 degrees 56 minutes C* seconds East, a card distance of 44.48 feet to a point for comer, THENCE Northeasterty 236.99 feet along a curve to the right, having a central angle 0f 14 degrees 56 m im tes 17 seconds, a radius of 910.00 fe et, a tangent of 119.17 feet and whose card bears North 64deg rees 47 rninutes 01 seconds East, a card distance of 206.32 feet to a point for corner; HIBI7 0 - PAGE 1 THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT 74 2023 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 2023 - 2023000107559 09/19/2023 12:32 PM Page 83 of 114 THENCE North D0 degrees 33 minutes 39 seconds West, a distance of 652.43 feet to a point for comer, THENCE North B0 degrees 26 minutes 21 seconds East. a distance of 144,b1 feet to a point for corner; THENCE North 02 degrees 33 minutes 19 seconds East, a distance of 504.55 feet to a point for comer-, THENCE North 00 degrees 33 rnlnutes 39 seconds West, a distance of 1,369.34 feet to a paint for oDrnsr, THENCE South 09 degrees 26 minutes 21 seconds Mst, a distance cf 620.00 feet to a point for comer, THENCE worth 00 degrees 83 minutes 89 seconds West, a distance of 526.78 feel to a point for comer, THENCE Northeasterly 1,091,99 feet along a curve to the right having a central angle of 32 degrees 41 minutes 20 seconds, a radius of 1,914,00 feet, a tangent of 561.30 feet and whose cord bears North 15 degrees 47 minutes 01 seconds East, a cord distance of 1.077 24 feet to a point for comer - THENCE North 32 degrees 39 minutes 37 seconds East. a distance of 90.00 feet to a point for corner, THENCE North 32 degrees 43 minutes 36 seconds East. a distance of 144.49 feet to a point In the north line of said 275.00 acre Lract of land. said polnt being a the south line of a calie d 555.801 acre tract of land, described as Tract B in a Special Warranty Deed to Risland Mantua, LLC, fecorded in Instrument Hc. 20180625000783630, (O.P.R.C.C.T); THENCE South 66 degrees 30 minutes 03 seconds East, a distance of 255.76 feet along the north line of $Bid 275.00 acre tract or €Bnd and a long a south line of said 555.801 acre tract of land to a one-half inch iron rod found for comer, from which a ane, half inch iron rod found bears North 01 degrees 19 minutes 02 seconds West, a distance of 2.04 feet-, THENCE South 39 degrees 1D rninutes 24seconds East, a distance of 1,01B.92 feet along the north line of said 275.00 acre tract of land to a one-half Mch iron rod set for corner, said iron rod being at the southwest corner of a called 63.36 acre tracl of land described in a Quit Claim Deed to Atka McClain, recorder! in Volume 626, Page 141, (€].R_C.C.T) which is now listed in the Collin County Appraisal District records as being owned by Laura Collins to which no transfer of tille either direct or indirect can be found in Collin County Deed Records-, LXi II BIT 0- PAGE THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT 75 2023 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 2023 - 2023000107559 09/19/2023 12:32 PM Page 84 of 114 THENCE South 89 degrees 16 minutes 53 seconds East, a distance of 111.06 feet along a north line of said 275.00 acre tract of land and along the south line of said 83.36 a ore tract of land to a one-half inch iron roof sel at the northwest corner of said 275.00 acre tract of land, said iron rod being at the northwest -corner of a called 95.444 acre tract of ]and described in a Special VVarra my teed with Vendor's Lien to MCI PREFERRED INCOME FUND II, LLG, recorded in Instn,rneM No_ 2021Dal9001679920,{O.P.R.G.0.Tj; THENCE along the east line of said 275.00 acre tract of land and along the west line DF said 95.444 acre tract or land as follows. South 01 degrees 16 minutes 44 seconds East a distance of 1 ,185.5E feet to a one-half Inch Iron rod with yellow cap stamped "JBl" round for corner; South 00 degrees 47 minutes 08 seconds East, a distance of 1 _i D0.00 feet to a one-half inch Iron rod set atthe most westerry sout[nwest corner orsaId 95.444 acre tract of land; THENCE North Ga degrees 32 minutes 52 seconds East, a distance of 905 82 feet along the most easterly -north line of said 275.00 acre tract of land and along the most westerly south fine of said 95.444 acre tract of land to'a paint for corner; THENCE South 00 degrees 44 minutes 46 seconds East, a distance of 314.82 feetto a point foroomer, THENCE South 99 degrees 28 rninutes 48 seconds West, a disbance cf 481 .91 feet to a point for comer, THENCE South 00 degree 31 minubes 12 seconds East, a distance of BB9.34 feet to a point for comer. - THENCE 9Duthessterly 120.981 feet along a curve to the left. havirng a 08ntr81 angle of 14 degree 35 minutes 35 seconds, a radius of 475.W Feet, a tangent of 60.82 feet and whose cord boars SoLith 07 degree649 minutes 00 second East, a wrd distance of 120.66 fast to a point faroamer; THENCE South 39 degree 17 minutes 34 seconds East, a distance of 55.U0 feet to a pQirrt for Corner THENCE Southeaslerty 38.63 feet along a non -tangent curve to the left, having a central angle of D4 degrees 51 minutes 53 seconds, a radius of 455.00 feet, a tangent of 19.33 feet and whose card bears South 23 degrees 50 minutes 10seconds East, a cord distance of 36.62 feet to a po-inl for corner, THENCE SO Lath 26 degrees 2+4 minutes 07 seconds East. a distance of 56.52 feet to a paint for comer; EXI Idpl- f� - PAGC 3 THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT 76 2023 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 2023 - 2023000107559 09/19/2023 12:32 PM Page 85 of 114 THENCE South 68 degrees 02 minutes 34 seconds East. a distance of 44.84 feet to a point for corner, THENCE Northeasterly 361.48 feet along a non -tangent aur,re to the right, having a central angle of 16 degrees 26 minutes 14 seconds, a radius of 1,260.00 feet, a tangent of 181.99 feet and whose cord bears North 79 degrees 13 minutes 01 seconds East, a -cord dtstame of 360.24 feat to a point for corner; THENCE Solrth 00 degrees 44 minutes 46 seconds East, a distance of 120.07 feet to a paint for comer; THENCE Southwesterly 497.56 feet along a rion-tangent drive to the left, having a central angle of 2Sdegrees 00 minutes 25 seconds, a radius of 1.140.00 fast, a tangent of 252.80 feet and wt,ose cord bears South 74 degrees 44 minutes 27 seconds West, a cord dtstarice of 493_62 feet to a point ror conker; THENCE South 52 degrees 14 minutes 14 seconds V*.wt, a dlii#ance of 202.70 feet to a point forGomer. THENCE South 27 degrees 45 minutes 46 seconds East. a diKa.nce of 15.00 feet to a point foropmer. THENCE South 49 degrees 16 mini,rte6 42 seconds East. a distance of 194.61 feet to a point for corner, THENCE South 00 degrees 31 minutes 12 seconds East. a distance of 305.98 feet to a point for comer; THENCE North B9 degrees 28 minutes 46 seconds East. a distance of 501.05 feet to a p0irrt for comer; THENCE South 01 degrees 14 minuitss 22 seconds West, a distance of 327.87 feet to a point for comer; THENCE Southeasterly 60.06 feet along a curve to the left, hwiing a central angle of 02 degrees 40 minutes20 seconds, a r"iusof 1,260.00 Feel, a tangerkt of 3D 49 feet and whose cord bears South 00 degrees0$ minutes 46 seconds East, a card distance of 60.96 feet to the POINT OF BEGINNING and containing 8,625,12E square feet of 198.006 acres. E H BI- 0 - PACE 4 THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT 77 2023 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 2023 - 2023000107559 09/19/2023 12:32 PM Page 86 of 114 IMPROVEMENT AREA 'I EXHIBITS THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT 78 2023 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 2023 - 2023000107559 09/19/2023 12:32 PM Page 87 of 114 s.� yl I•'�. p I— .. �{�pQr�C�I: d4 PJ1'14'Y i BIOHLERJ u-w4iffiT -I.,impi4vEwmTAmEA I OAF-SITR DRYELVPER RgA WAY JMPR0VffWENrS THE WOODS Ar LayosEY PLACE yl I•'�. 27 I— ran,�s�r��w'r P BIOHLERJ EXHIBIT DL I.- ON-SITEIMPROVEMENTAREA M DtV9L0F9 f SANITARY ftWER I PROloWMENTSF YHjr= WON"$ AT L!AMSEV JiLAtr THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT 79 2023 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 2023 - 2023000107559 09/19/2023 12:32 PM Page 88 of 114 s.� BIOHLERJ EXHFBfT€-1. OM-$ITEJMjPROVEMEAFTAREA i OEVULWEN STORM Suwks m9PROVEMEHTS #'i#� WOM8 AT JLIMOSEY PLAtr -- -r raAl:dl4PJMIkr i P ' BIOHLERJ FlIfFlI#JTF-1:Of1R ITEtMPROVEf1ENTAREA i OEVELOPEfR WATER ffliPK0VEfI &hTS 'rHf= WOMS AT LIMOSEV fPLAtr PNNa TFxAf., THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT 80 2023 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 2023 - 2023000107559 09119/2023 12:32 PM Page 89 of 114 F, BIOHLERJ CXHIOff r",f: FAffPR0V9W9NT ARrA I OW4FTE DEVELOPER ERMOAF CONTROL THE WOODS AT LINDSEY PLAr-E L lr'�- 71� 11-4- BOHLER.4 EXHIBIT AALI.- IMPRCVFAf ENT AREA lF LAND USE MAP 'P"r WOODS AT L FAFaStV PLACE AN Kk TE.� A, THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT 81 2023 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 2023 - 2023000107559 09/19/2023 12:32 PM Page 90 of 114 II I . ri�l;d4PJYM'J' BOHL R�i� 9XHIIStr x-1: i1 PtEOVF.Wix NT AREA 1 OPEN SPACE PLAM THE woos AT LrNVsFr Pr.ACL - .�`.a�r—:: '� a a^lhla TFxRF. .. 3' i '� f',•_.__�•i4 Y ;;� ti: tx:�;. .M"�� ;r �'_�,s:'�r�'� ..�6 I5 F, 4? M1hl� r c., 7' ". ,i`'r •':.3 7 }'. fl. yy 'a ��,w .. �s.e+vitF'��".'�r''4i• y,r� `r "ter^ ,��r+]}• .�L ry}%:�._. yl, I�r'itiFK.� 415�.'"`�rt , o' _.`'l.�G�`I. •k' r9'�* '- /� _ - �'M1l la �.+'�s~_II-.: .,r. '��'�. 'i�}gyp. ,�.��•Jk goeJIMMARY Exxiflrf THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT 82 2023 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 2023 - 2023000107559 09/19/2023 12:32 PM Page 91 of 114 Exhibit 0-1 — PID Improvement Area 1 Leg all Description WHEREAS, LHJH PROPERTIES, LTD.. is the owner of a tract of land situated in the Town of Anna, Gatlin Caunty, Texas a part of Eli Mt Surrey, Abstract No- 997, being par# of a called 159.819 acre tract of land deSCFibed in a Special Warranty Deed to LHJH Propertles, Ltd., recorded In. Instrument No- 20061003DO1424600. OffclaI Public Racord$, Collin County. Texas (O.P,R, - .T) ar*d being more particularly dascril�ed as follows; 9E INNING at a five -eighths inch iron rod with yellow plastic cap that is illegible Bound at the southeast comer of said 159,519 acre tract of land and the northeast corder of a called 226,62 acre "ct of land dearnbad In s Varranty peed to QJR Partnership, Ltd recorded in Volume 5106, Page 2380, O.P-R.C,C-T and said iron rod being in the crest line of a called 50.00 a cre tract of land described in a Special Warranty Deed to Kayasa Holdings, LI-C. recorded in Instrument Na, 201900007f100948754, (0.P R C.C,T); THENCE South 89 degrees 28 minutes 48 seconds West, a distance of 659.19 feet along the south line of said 159.819 acne tract of land and along the north line of said 226.62 acre tract of lard Io a ane+aIf irrch iron rod with yellow plastic cap stamped "BOHLER EN " (hereinafter called `iron rod set") set for corner; THENCE over and across said 159-819 acre tract of land, the following courses and distances: North 00 degrees 31 minutes 12 seconds W8st, a drstancs of 694.65 f@atto a capped iron rod set fur corner; North 49 degrees 18 minutss42 seconds West, a distance of 194.61 feat to a capped iron rod set for corner; North 27 degrees AS minutes 46 seconds +Nest, a distance of 15,0K) feet to a capped iron rod set for corner; South 62 degrees 114 minutes 14 seconds ~Nest, a distance of 357,72 fleet to a capped iron rod set at the beginning of a tangent curve to the right; In a southwesterly direction, a distance of 597.9ifeet, having a central angle of 27 degrees 11 minutes 29 seconds, a radFus of 1,2150.00 feet, a tangent lengui of 304-73 feet and whose chord bears SouU175 degrees 49 minutes 59 seconds West distance of 592.38 feet to a capped iron rod set for corner; South 69 degrees 25 minutes 44 seconds West, a dislance of 287-14 feet to a capped iron rod set; South 44 degrees 25 minutes 44 seconds West a cilstanCe of 42-43 feet to a capped rrah rod set, E}CHio r Q-1 - PA,,3E 1 THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT 83 2023 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 2023 - 2023000107559 09/19/2023 12:32 PM Page 92 of 114 South 89 degrees 25 minutes 44 second& We sit. a distance of 90.00 feet to a capped iron rod set North 45 degrees 34 m in utes 16 seconds West a distance of 42.43 feet to a capped iron rod set and South 89 degrees 26 minutes 44 seconds West a distance of 42.00 feet at the beginning ota curve to the left; In a southwesterly diractiafi, a distance Of 442.68 feet, ha+ring a centra I angle of 32 degrees 06 minutes 22 seconds, a radius of 790.00 feet, a tangent length of 227.32 feet and whose chord bears South 73 degrees 22 minutes 33 seconds West distance of 436.91 to a capped iron rad set at the beginning a a curwa to the right: In a soulhwestedy direction, a distance of 408.87 feet, having a certra.l angle of 25 degrees 44 minutes 36 seconds, a rerdius of 910 feet, a WngeM length of 207 94 feet and whose chord bears South 70degrees 11 minutes 40 seconds a distance of405.44 feet to a capped iron rod set; said capped iron rod being in the west line of said 1.819 acre trail of land and the east line of a called 555 801 acreL tract Of land, described as Tract 5 in a Special Vvarranly Deed to Risland MantuZ. LLC, recorded in Instrument No. 201806250007133630. 0_P. R.C. D.T.. from which a one -ha If inch iron rod found at the most south efly southeast corner of a said 555.801 acre tract of land and the northeast corner of a called 17.863acre tract of land described In a Special Warranty teed to Anna 18, LLC, recorded in Instrument No. 20161020001423440, O.P.R.C_ .T. bears South 00 degrees 33 minutes 39 seconds East a dlStanoe of 243.59 feet, THENCE North 0D degrees 33 minutes 39 seconds West, a distance of 120.86 feet along the West Ilne 4f said 159.819 acre tract of Iairid and the east line of 556.W1 acre tract of land to a capPad iron rod set at the beginning of a non -tangent curva to the left; THI=fU 1r Over and acTOSs said 159.819 ac€e tract of tared, the following courses and distancas: In a northeasterly direction, a distance of 541.53 feet, hawing a central angle of 24 degrsas 46 minutes 13 seconds, a radius of 790.00 feet, a tangent length of 173.48 feet and whose chord bears Noft 69degree s 42 minutes 20 seconds East a distance of 33B,SO feet to a capped iron rod set for the beginning of a curve to the left; In a northeasterly direction, a distance of 236.99 feet. having a central angle of 14 degrees 55 minutes t 7 seconds, a radius of 910.00 feet, a tangent length of 119.17 feet and whose chord bears North 64degree s 47 minutes 01 aeconds East a distance of 236.32 feet to a capped Iron fod; FNHIRrr f\-1 - PA ,F? THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT 84 2023 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 2023 - 2023000107559 09/19/2023 12:32 PM Page 93 of 114 North 00 degrees 33 minutes 39 seconds East, a distance of 652.43 feet to a capped iron rod set fear corner; North 89 degrees 26 minutes 21 seconds East a distance of 144.81 feet to a capped iron rod set for corner; North 02 degrees 33 minutes 19 seconds East a distama of 508.76 feat to a capped iron rod set for corner; North 00 degrees 33 rninutes 39 seconds West a distance of S5).43 feet to a capped iron rod set fur corner; North 89 degrees 26 minutes 47 seconds East, a distance of 556-69 feet toe capped iron rod set for corner; North 62 degrees 13 minutes 50 seconds East, a distance of 937.37 feet to a capped iron rod set fear corner; North 77 degrees 11 minutes 7 seconds East, a distance of 91 _82 feet to a capped iron rota set fear corner; North 89 degrees 28 minutes 48 seconds East, a distance of 161.53 feet to a rapped iron rod set fbr corner; South 00 degrees 31 minutes 12 seconds East. a distance of 8%.34 feet to a capped iron rod set for corner and beginning of a non -tangent curve to the left; In a soullherly direction, a distance of 121.05, having a central angle of 16 degrees 6 minutes 40 seconds, a radius of 430.50 feet, a tangent length of 60.93 feat, dnd whaSe Chord bears South i89 degrees 45 nunutes 40 Seconds East a distance of 121.05 feet-, South 39 degree$ 17 minutes 34 second6 East_ a distance of 55.75 feet to a capped iron rod sat fnr corner beginning of a non -tangent curve to the left; In a southeasterly direction, a 0&llanrce of U.49 feet, having a central angle of degrees $0 minutes 49 s"ands, a radius of 4��.00 feet, a tartgsnt length of 19.26 feet. and whose charts bears North 68 degrees 26 minutes 43 seconds East a distance of 3B_48 teat to a capped iron rod set; South 26 degrees 24 minutes7 seconds East. a distance of 56.71 feet to a capped iron rod set for corner; South 68 degrees 2 ininLL es 34 seconds East, a distance rt 44.84 feet to a capped iron rod set for corner; 'Y,H1 1'l Q-1 - NAIjE 3 THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT 85 2023 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 2023 - 2023000107559 09/19/2023 12:32 PM Page 94 of 114 South 19 degrees 0 minutes 5 seconds East, a distance of 120.00 feet to a capped iron rod set fear corner; In a southeasterly direction, a distance of 174.31 feet, having a cenlraI angle of 08 degrees 45 minutes 39 seconds, a radiusof 1140-00 feet, a tangent length of 67.33 feet, and whose chord fears South 66 degrees 37 minutes 04 seconds Writ a d ista nce of 174.14 feat to a ca pped iron rota set fo r co m r; South 62 degrees 14 minutes 14 seconds rifest, a distance of 202.70 feet to the POINT OF REGINNINO, containing 2,502,260.24 square feet or S7.4444 acres - more or less. 11XE EIIT O-- - PACE 4 THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT 86 2023 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 2023 - 2023000107559 09/19/2023 12:32 PM Page 95 of 114 APPENDIX B — BUYER DISCLOSURES Forms of the buyer disclosures for the following Lot Types are found in this Appendix: ■ Improvement Area #1 o Improvement Area #1 Initial Parcel o Lot Type 1 o Lot Type 2 [Remainder of page left intentionally blank.] THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT 87 2023 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 2023 - 2023000107559 09/19/2023 12:32 PM Page 96 of 114 THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT BUYER DISCLOSURE IMPROVEMENT AREA #1 INITIAL PARCEL NOTICE OF OBLIGATIONS RELATED TO PUBLIC IMPROVEMENT DISTRICT A person who proposes to sell or otherwise convey real property that is located in a public improvement district established under Subchapter A, Chapter 372, Local Government Code (except for public improvement districts described under Section 372.005), or Chapter 382, Local Government Code, shall first give to the purchaser of the property this written notice, signed by the seller. For the purposes of this notice, a contract for the purchase and sale of real property having a performance period of less than six months is considered a sale requiring the notice set forth below. This notice requirement does not apply to a transfer: I) under a court order or foreclosure sale; 2) by a trustee in bankruptcy; 3) to a mortgagee by a mortgagor or successor in interest or to a beneficiary of a deed of trust by a trustor or successor in interest; 4) by a mortgagee or a beneficiary under a deed of trust who has acquired the land at a sale conducted under a power of sale under a deed of trust or a sale under a court -ordered foreclosure or has acquired the land by a deed in lieu of foreclosure; 5) by a fiduciary in the course of the administration of a decedent's estate, guardianship, conservatorship, or trust; 6) from one co-owner to another co-owner of an undivided interest in the real property; 7) to a spouse or a person in the lineal line of consanguinity of the seller; 8) to or from a governmental entity; or 9) of only a mineral interest, leasehold interest, or security interest The following notice shall be given to a prospective purchaser before the execution of a binding contract of purchase and sale, either separately or as an addendum or paragraph of a purchase contract. In the event a contract of purchase and sale is entered into without the seller having provided the required notice, the purchaser, subject to certain exceptions, is entitled to terminate the contract. A separate copy of this notice shall be executed by the seller and the purchaser and must be filed in the real property records of the county in which the property is located at the closing of the purchase and sale of the property. 2023 - 2023000107559 09/19/2023 12:32 PM Page 97 of 114 AFTER RECORDING' RETURN TO: NOTICE OF OBLIGATION TO PAY IMPROVEMENT DISTRICT ASSESSMENT TO CITY OF ANNA, TEXAS CONCERNING THE FOLLOWING PROPERTY PROPERTY ADDRESS IMPROVEMENT AREA #1 INITIAL PARCEL PRINCIPAL ASSESSMENT: $7,419,000.00 As the purchaser of the real property described above, you are obligated to pay assessments to the City of Anna, Texas, for the costs of a portion of a public improvement or services project (the "Authorized Improvements") undertaken for the benefit of the property within The Woods at Lindsey Place Public Improvement District (the "District") created under Subchapter A, Chapter 372, Local Government Code. AN ASSESSMENT HAS BEEN LEVIED AGAINST YOUR PROPERTY FOR THE AUTHORIZED IMPROVEMENTS, WHICH MAY BE PAID IN FULL AT ANY TIME. IF THE ASSESSMENT IS NOT PAID IN FULL, IT WILL BE DUE AND PAYABLE IN ANNUAL INSTALLMENTS THAT WILL VARY FROM YEAR TO YEAR DEPENDING ON THE AMOUNT OF INTEREST PAID, COLLECTION COSTS, ADMINISTRATIVE COSTS, AND DELINQUENCY COSTS. The exact amount of the assessment may be obtained from the City of Anna. The exact amount of each annual installment will be approved each year by the Anna City Council in the annual service plan update for the district. More information about the assessments, including the amounts and due dates, may be obtained from the City of Anna. Your failure to pay any assessment or any annual installment may result in penalties and interest being added to what you owe or in a lien on and the foreclosure of your property. ' To be included in separate copy of the notice required by Section 5.0143, Tex. Prop. Code, to be executed at the closing of the purchase and sale and to be recorded in the deed records of Collin County when updating for the Current Information of Obligation to Pay Improvement District Assessment. 2023 - 2023000107559 09/19/2023 12:32 PM Page 98 of 114 [The undersigned purchaser acknowledges receipt of this notice before the effective date of a binding contract for the purchase of the real property at the address described above. DATE: DATE: SIGNATURE OF PURCHASER SIGNATURE OF PURCHASER The undersigned seller acknowledges providing this notice to the potential purchaser before the effective date of a binding contract for the purchase of the real property at the address described above. DATE: SIGNATURE OF SELLER DATE: SIGNATURE OF SELLER]2 2 To be included in copy of the notice required by Section 5.014, Tex. Prop. Code, to be executed by seller in accordance with Section 5.014(a-1), Tex. Prop. Code. Signature Page to Initial Notice of Obligation to Pay Improvement District Assessment 2023 - 2023000107559 09/19/2023 12:32 PM Page 99 of 114 [The undersigned purchaser acknowledges receipt of this notice before the effective date of a binding contract for the purchase of the real property at the address described above. The undersigned purchaser acknowledged the receipt of this notice including the current information required by Section 5.0143, Texas Property Code, as amended. DATE: DATE: SIGNATURE OF PURCHASER SIGNATURE OF PURCHASER STATE OF TEXAS § COUNTY OF COLLIN § The foregoing instrument was acknowledged before me by and , known to me to be the person(s) whose name(s) is/are subscribed to the foregoing instrument, and acknowledged to me that he or she executed the same for the purposes therein expressed. Given under my hand and seal of office on this , 20 Notary Public, State of Texas]3 3 To be included in separate copy of the notice required by Section 5.0143, Tex. Prop. Code, to be executed at the closing of the purchase and sale and to be recorded in the deed records of Collin County. Purchaser Signature Page to Final Notice with Current Information of Obligation to Pay Improvement District Assessment 2023 - 2023000107559 09/19/2023 12:32 PM Page 100 of 114 [The undersigned seller acknowledges providing a separate copy of the notice required by Section 5.014 of the Texas Property Code including the current information required by Section 5.0143, Texas Property Code, as amended, at the closing of the purchase of the real property at the address above. DATE: SIGNATURE OF SELLER STATE OF TEXAS § COUNTY OF COLLIN § DATE: SIGNATURE OF SELLER The foregoing instrument was acknowledged before me by and , known to me to be the person(s) whose name(s) is/are subscribed to the foregoing instrument, and acknowledged to me that he or she executed the same for the purposes therein expressed. Given under my hand and seal of office on this , 20 Notary Public, State of Texas]4 4 To be included in separate copy of the notice required by Section 5.0143, Tex. Prop. Code, to be executed at the closing of the purchase and sale and to be recorded in the deed records of Collin County. Seller Signature Page to Final Notice with Current Information of Obligation to Pay Improvement District Assessment 2023 - 2023000107559 09/19/2023 12:32 PM Page 101 of 114 ANNUAL INSTALLMENTS — IMPROVEMENT AREA #1 INITIAL PARCEL 2024 $ 133,000.00 $ 391,262.56 $ 37,095.00 $ - $ 40,000.00 $ 601,357.56 2025 $ 110,000.00 $ 413,977.50 $ 36,430.00 $ - $ 40,800.00 $ 601,207.50 2026 $ 115,000.00 $ 408,615.00 $ 35,880.00 $ - $ 41,616.00 $ 601,111.00 2027 $ 121,000.00 $ 403,008.76 $ 35,305.00 $ - $ 42,448.32 $ 601,762.08 2028 $ 126,000.00 $ 397,110.00 $ 34,700.00 $ - $ 43,297.29 $ 601,107.29 2029 $ 132,000.00 $ 390,967.50 $ 34,070.00 $ - $ 44,163.24 $ 601,200.74 2030 $ 138,000.00 $ 384,532.50 $ 33,410.00 $ - $ 45,046.50 $ 600,989.00 2031 $ 145,000.00 $ 377,805.00 $ 32,720.00 $ - $ 45,947.43 $ 601,472.43 2032 $ 153,000.00 $ 369,648.76 $ 31,995.00 $ - $ 46,866.38 $ 601,510.14 2033 $ 161,000.00 $ 361,042.50 $ 31,230.00 $ - $ 47,803.71 $ 601,076.21 2034 $ 170,000.00 $ 351,986.26 $ 30,425.00 $ - $ 48,759.78 $ 601,171.04 2035 $ 180,000.00 $ 342,423.76 $ 29,575.00 $ - $ 49,734.98 $ 601,733.74 2036 $ 190,000.00 $ 332,298.76 $ 28,675.00 $ - $ 50,729.68 $ 601,703.44 2037 $ 200,000.00 $ 321,611.26 $ 27,725.00 $ - $ 51,744.27 $ 601,080.53 2038 $ 212,000.00 $ 310,361.26 $ 26,725.00 $ - $ 52,779.16 $ 601,865.42 2039 $ 223,000.00 $ 298,436.26 $ 25,665.00 $ - $ 53,834.74 $ 600,936.00 2040 $ 236,000.00 $ 285,892.50 $ 24,550.00 $ - $ 54,911.43 $ 601,353.93 2041 $ 249,000.00 $ 272,617.50 $ 23,370.00 $ - $ 56,009.66 $ 600,997.16 2042 $ 264,000.00 $ 258,611.26 $ 22,125.00 $ - $ 57,129.85 $ 601,866.11 2043 $ 279,000.00 $ 243,761.26 $ 20,805.00 $ - $ 58,272.45 $ 601,838.71 2044 $ 294,000.00 $ 228,067.50 $ 19,410.00 $ - $ 59,437.90 $ 600,915.40 2045 $ 312,000.00 $ 210,795.00 $ 17,940.00 $ - $ 60,626.66 $ 601,361.66 2046 $ 331,000.00 $ 192,465.00 $ 16,380.00 $ - $ 61,839.19 $ 601,684.19 2047 $ 350,000.00 $ 173,018.76 $ 14,725.00 $ - $ 63,075.97 $ 600,819.73 2048 $ 372,000.00 $ 152,456.26 $ 12,975.00 $ - $ 64,337.49 $ 601,768.75 2049 $ 394,000.00 $ 130,601.26 $ 11,115.00 $ - $ 65,624.24 $ 601,340.50 2050 $ 418,000.00 $ 107,453.76 $ 9,145.00 $ - $ 66,936.72 $ 601,535.48 2051 $ 443,000.00 $ 82,896.26 $ 7,055.00 $ - $ 68,275.45 $ 601,226.71 2052 $ 470,000.00 $ 56,870.00 $ 4,840.00 $ - $ 69,640.96 $ 601,350.96 2053 $ 498,000.00 $ 29,257.50 $ 2,490.00 $(527,257.50) $ 71,033.78 $ 73,523.78 Total $7,419,000.00 $8,279,851.46 $ 718,550.00 $(527,257.50) $ 1,622,723.23 $17,512,867.19 Footnotes: 1) Interest rate on Improvement Area #1 Bonds is calculated at 4.875%, 5.625%, and 5.875% for bonds with a maturity of 9/15/2030, 9/15/2043, and 9/15/2053, respectively. 2) Assumes the Reserve Fund is fully funded and available to reduce Annual Installments in the final year. 3) The figures shown above are estimates only and subject to change in Annual Service Plan Updates. Changes in Annual Collection Costs, interest earnings, or other available offsets could increase or decrease the amounts shown. Annual Installment Schedule to Notice of Obligation to Pay Improvement District Assessment 2023 - 2023000107559 09/19/2023 12:32 PM Page 102 of 114 THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT BUYER DISCLOSURE IMPROVEMENT AREA #1 LOT TYPE 1 NOTICE OF OBLIGATIONS RELATED TO PUBLIC IMPROVEMENT DISTRICT A person who proposes to sell or otherwise convey real property that is located in a public improvement district established under Subchapter A, Chapter 372, Local Government Code (except for public improvement districts described under Section 372.005), or Chapter 382, Local Government Code, shall first give to the purchaser of the property this written notice, signed by the seller. For the purposes of this notice, a contract for the purchase and sale of real property having a performance period of less than six months is considered a sale requiring the notice set forth below. This notice requirement does not apply to a transfer: I) under a court order or foreclosure sale; 2) by a trustee in bankruptcy; 3) to a mortgagee by a mortgagor or successor in interest or to a beneficiary of a deed of trust by a trustor or successor in interest; 4) by a mortgagee or a beneficiary under a deed of trust who has acquired the land at a sale conducted under a power of sale under a deed of trust or a sale under a court -ordered foreclosure or has acquired the land by a deed in lieu of foreclosure; 5) by a fiduciary in the course of the administration of a decedent's estate, guardianship, conservatorship, or trust; 6) from one co-owner to another co-owner of an undivided interest in the real property; 7) to a spouse or a person in the lineal line of consanguinity of the seller; 8) to or from a governmental entity; or 9) of only a mineral interest, leasehold interest, or security interest The following notice shall be given to a prospective purchaser before the execution of a binding contract of purchase and sale, either separately or as an addendum or paragraph of a purchase contract. In the event a contract of purchase and sale is entered into without the seller having provided the required notice, the purchaser, subject to certain exceptions, is entitled to terminate the contract. A separate copy of this notice shall be executed by the seller and the purchaser and must be filed in the real property records of the county in which the property is located at the closing of the purchase and sale of the property. 2023 - 2023000107559 09/19/2023 12:32 PM Page 103 of 114 AFTER RECORDING' RETURN TO: NOTICE OF OBLIGATION TO PAY IMPROVEMENT DISTRICT ASSESSMENT TO CITY OF ANNA, TEXAS CONCERNING THE FOLLOWING PROPERTY PROPERTY ADDRESS LOT TYPE 1 PRINCIPAL ASSESSMENT: $33,838.08 As the purchaser of the real property described above, you are obligated to pay assessments to the City of Anna, Texas, for the costs of a portion of a public improvement or services project (the "Authorized Improvements") undertaken for the benefit of the property within The Woods at Lindsey Place Public Improvement District (the "District") created under Subchapter A, Chapter 372, Local Government Code. AN ASSESSMENT HAS BEEN LEVIED AGAINST YOUR PROPERTY FOR THE AUTHORIZED IMPROVEMENTS, WHICH MAY BE PAID IN FULL AT ANY TIME. IF THE ASSESSMENT IS NOT PAID IN FULL, IT WILL BE DUE AND PAYABLE IN ANNUAL INSTALLMENTS THAT WILL VARY FROM YEAR TO YEAR DEPENDING ON THE AMOUNT OF INTEREST PAID, COLLECTION COSTS, ADMINISTRATIVE COSTS, AND DELINQUENCY COSTS. The exact amount of the assessment may be obtained from the City of Anna. The exact amount of each annual installment will be approved each year by the Anna City Council in the annual service plan update for the district. More information about the assessments, including the amounts and due dates, may be obtained from the City of Anna. Your failure to pay any assessment or any annual installment may result in penalties and interest being added to what you owe or in a lien on and the foreclosure of your property. ' To be included in separate copy of the notice required by Section 5.0143, Tex. Prop. Code, to be executed at the closing of the purchase and sale and to be recorded in the deed records of Collin County when updating for the Current Information of Obligation to Pay Improvement District Assessment. 2023 - 2023000107559 09/19/2023 12:32 PM Page 104 of 114 [The undersigned purchaser acknowledges receipt of this notice before the effective date of a binding contract for the purchase of the real property at the address described above. DATE: DATE: SIGNATURE OF PURCHASER SIGNATURE OF PURCHASER The undersigned seller acknowledges providing this notice to the potential purchaser before the effective date of a binding contract for the purchase of the real property at the address described above. DATE: SIGNATURE OF SELLER DATE: SIGNATURE OF SELLER]2 2 To be included in copy of the notice required by Section 5.014, Tex. Prop. Code, to be executed by seller in accordance with Section 5.014(a-1), Tex. Prop. Code. Signature Page to Initial Notice of Obligation to Pay Improvement District Assessment 2023 - 2023000107559 09/19/2023 12:32 PM Page 105 of 114 [The undersigned purchaser acknowledges receipt of this notice before the effective date of a binding contract for the purchase of the real property at the address described above. The undersigned purchaser acknowledged the receipt of this notice including the current information required by Section 5.0143, Texas Property Code, as amended. DATE: DATE: SIGNATURE OF PURCHASER SIGNATURE OF PURCHASER STATE OF TEXAS § COUNTY OF COLLIN § The foregoing instrument was acknowledged before me by and , known to me to be the person(s) whose name(s) is/are subscribed to the foregoing instrument, and acknowledged to me that he or she executed the same for the purposes therein expressed. Given under my hand and seal of office on this , 20 Notary Public, State of Texas]3 3 To be included in separate copy of the notice required by Section 5.0143, Tex. Prop. Code, to be executed at the closing of the purchase and sale and to be recorded in the deed records of Collin County. Purchaser Signature Page to Final Notice with Current Information of Obligation to Pay Improvement District Assessment 2023 - 2023000107559 09/19/2023 12:32 PM Page 106 of 114 [The undersigned seller acknowledges providing a separate copy of the notice required by Section 5.014 of the Texas Property Code including the current information required by Section 5.0143, Texas Property Code, as amended, at the closing of the purchase of the real property at the address above. DATE: SIGNATURE OF SELLER STATE OF TEXAS § COUNTY OF COLLIN § DATE: SIGNATURE OF SELLER The foregoing instrument was acknowledged before me by and , known to me to be the person(s) whose name(s) is/are subscribed to the foregoing instrument, and acknowledged to me that he or she executed the same for the purposes therein expressed. Given under my hand and seal of office on this , 20 Notary Public, State of Texas]4 4 To be included in separate copy of the notice required by Section 5.0143, Tex. Prop. Code, to be executed at the closing of the purchase and sale and to be recorded in the deed records of Collin County. Seller Signature Page to Final Notice with Current Information of Obligation to Pay Improvement District Assessment 2023 - 2023000107559 09/19/2023 12:32 PM Page 107 of 114 ANNUAL INSTALLMENTS - LOT TYPE 1 Installments 1 AdditionalAnnual . Due 1/31 Principal Interest Interest Fund 2 Collection Costs Installment3 2024 $ 606.61 $ 1,784.55 $ 169.19 $ - $ 182.44 $ 2,742.79 2025 $ 501.71 $ 1,888.15 $ 166.16 $ - $ 186.09 $ 2,742.11 2026 $ 524.52 $ 1,863.69 $ 163.65 $ - $ 189.81 $ 2,741.67 2027 $ 551.88 $ 1,838.12 $ 161.03 $ - $ 193.61 $ 2,744.64 2028 $ 574.69 $ 1,811.22 $ 158.27 $ - $ 197.48 $ 2,741.65 2029 $ 602.05 $ 1,783.20 $ 155.39 $ - $ 201.43 $ 2,742.08 2030 $ 629.42 $ 1,753.85 $ 152.38 $ - $ 205.46 $ 2,741.11 2031 $ 661.35 $ 1,723.17 $ 149.24 $ - $ 209.57 $ 2,743.32 2032 $ 697.83 $ 1,685.97 $ 145.93 $ - $ 213.76 $ 2,743.49 2033 $ 734.32 $ 1,646.72 $ 142.44 $ - $ 218.03 $ 2,741.51 2034 $ 775.37 $ 1,605.41 $ 138.77 $ - $ 222.39 $ 2,741.94 2035 $ 820.98 $ 1,561.80 $ 134.89 $ - $ 226.84 $ 2,744.51 2036 $ 866.59 $ 1,515.62 $ 130.79 $ - $ 231.38 $ 2,744.37 2037 $ 912.20 $ 1,466.87 $ 126.45 $ - $ 236.01 $ 2,741.53 2038 $ 966.93 $ 1,415.56 $ 121.89 $ - $ 240.73 $ 2,745.11 2039 $ 1,017.10 $ 1,361.17 $ 117.06 $ - $ 245.54 $ 2,740.87 2040 $ 1,076.40 $ 1,303.96 $ 111.97 $ - $ 250.45 $ 2,742.78 2041 $ 1,135.69 $ 1,243.41 $ 106.59 $ - $ 255.46 $ 2,741.15 2042 $ 1,204.10 $ 1,179.53 $ 100.91 $ - $ 260.57 $ 2,745.11 2043 $ 1,272.52 $ 1,111.80 $ 94.89 $ - $ 265.78 $ 2,744.99 2044 $ 1,340.94 $ 1,040.22 $ 88.53 $ - $ 271.10 $ 2,740.78 2045 $ 1,423.03 $ 961.44 $ 81.82 $ - $ 276.52 $ 2,742.81 2046 $ 1,509.69 $ 877.83 $ 74.71 $ - $ 282.05 $ 2,744.28 2047 $ 1,596.35 $ 789.14 $ 67.16 $ - $ 287.69 $ 2,740.34 2048 $ 1,696.69 $ 695.35 $ 59.18 $ - $ 293.44 $ 2,744.67 2049 $ 1,797.04 $ 595.67 $ 50.70 $ - $ 299.31 $ 2,742.72 2050 $ 1,906.50 $ 490.10 $ 41.71 $ - $ 305.30 $ 2,743.61 2051 $ 2,020.52 $ 378.09 $ 32.18 $ - $ 311.40 $ 2,742.20 2052 $ 2,143.67 $ 259.38 $ 22.08 $ - $ 317.63 $ 2,742.76 2053 $ 2,271.38 $ 133.44 $ 11.36 $ (2,404.82) $ 323.99 $ 335.34 Total $33,838.08 $37,764.43 $3,277.31 $(2,404.82) $ 7,401.25 $ 79,876.25 Footnotes: 1) Interest rate on Improvement Area #1 Bonds is calculated at 4.875%, 5.625%, and 5.875% for bonds with a maturity of 9/15/2030, 9/15/2043, and 9/15/2053, respectively. 2) Assumes the Reserve Fund is fully funded and available to reduce Annual Installments in the final year. 3) The figures shown above are estimates only and subject to change in Annual Service Plan Updates. Changes in Annual Collection Costs, interest earnings, or other available offsets could increase or decrease the amounts shown. Annual Installment Schedule to Notice of Obligation to Pay Improvement District Assessment 2023 - 2023000107559 09/19/2023 12:32 PM Page 108 of 114 THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT BUYER DISCLOSURE IMPROVEMENT AREA #1 LOT TYPE 2 NOTICE OF OBLIGATIONS RELATED TO PUBLIC IMPROVEMENT DISTRICT A person who proposes to sell or otherwise convey real property that is located in a public improvement district established under Subchapter A, Chapter 372, Local Government Code (except for public improvement districts described under Section 372.005), or Chapter 382, Local Government Code, shall first give to the purchaser of the property this written notice, signed by the seller. For the purposes of this notice, a contract for the purchase and sale of real property having a performance period of less than six months is considered a sale requiring the notice set forth below. This notice requirement does not apply to a transfer: I) under a court order or foreclosure sale; 2) by a trustee in bankruptcy; 3) to a mortgagee by a mortgagor or successor in interest or to a beneficiary of a deed of trust by a trustor or successor in interest; 4) by a mortgagee or a beneficiary under a deed of trust who has acquired the land at a sale conducted under a power of sale under a deed of trust or a sale under a court -ordered foreclosure or has acquired the land by a deed in lieu of foreclosure; 5) by a fiduciary in the course of the administration of a decedent's estate, guardianship, conservatorship, or trust; 6) from one co-owner to another co-owner of an undivided interest in the real property; 7) to a spouse or a person in the lineal line of consanguinity of the seller; 8) to or from a governmental entity; or 9) of only a mineral interest, leasehold interest, or security interest The following notice shall be given to a prospective purchaser before the execution of a binding contract of purchase and sale, either separately or as an addendum or paragraph of a purchase contract. In the event a contract of purchase and sale is entered into without the seller having provided the required notice, the purchaser, subject to certain exceptions, is entitled to terminate the contract. A separate copy of this notice shall be executed by the seller and the purchaser and must be filed in the real property records of the county in which the property is located at the closing of the purchase and sale of the property. 2023 - 2023000107559 09/19/2023 12:32 PM Page 109 of 114 AFTER RECORDING' RETURN TO: NOTICE OF OBLIGATION TO PAY IMPROVEMENT DISTRICT ASSESSMENT TO CITY OF ANNA, TEXAS CONCERNING THE FOLLOWING PROPERTY PROPERTY ADDRESS IMPROVEMENT AREA #1 LOT TYPE 2: $35,248.00 As the purchaser of the real property described above, you are obligated to pay assessments to the City of Anna, Texas, for the costs of a portion of a public improvement or services project (the "Authorized Improvements") undertaken for the benefit of the property within The Woods at Lindsey Place Public Improvement District (the "District") created under Subchapter A, Chapter 372, Local Government Code. AN ASSESSMENT HAS BEEN LEVIED AGAINST YOUR PROPERTY FOR THE AUTHORIZED IMPROVEMENTS, WHICH MAY BE PAID IN FULL AT ANY TIME. IF THE ASSESSMENT IS NOT PAID IN FULL, IT WILL BE DUE AND PAYABLE IN ANNUAL INSTALLMENTS THAT WILL VARY FROM YEAR TO YEAR DEPENDING ON THE AMOUNT OF INTEREST PAID, COLLECTION COSTS, ADMINISTRATIVE COSTS, AND DELINQUENCY COSTS. The exact amount of the assessment may be obtained from the City of Anna. The exact amount of each annual installment will be approved each year by the Anna City Council in the annual service plan update for the district. More information about the assessments, including the amounts and due dates, may be obtained from the City of Anna. Your failure to pay any assessment or any annual installment may result in penalties and interest being added to what you owe or in a lien on and the foreclosure of your property. ' To be included in separate copy of the notice required by Section 5.0143, Tex. Prop. Code, to be executed at the closing of the purchase and sale and to be recorded in the deed records of Collin County when updating for the Current Information of Obligation to Pay Improvement District Assessment. 2023 - 2023000107559 09/19/2023 12:32 PM Page 110 of 114 [The undersigned purchaser acknowledges receipt of this notice before the effective date of a binding contract for the purchase of the real property at the address described above. DATE: DATE: SIGNATURE OF PURCHASER SIGNATURE OF PURCHASER The undersigned seller acknowledges providing this notice to the potential purchaser before the effective date of a binding contract for the purchase of the real property at the address described above. DATE: SIGNATURE OF SELLER DATE: SIGNATURE OF SELLER]2 2 To be included in copy of the notice required by Section 5.014, Tex. Prop. Code, to be executed by seller in accordance with Section 5.014(a-1), Tex. Prop. Code. Signature Page to Initial Notice of Obligation to Pay Improvement District Assessment 2023 - 2023000107559 09/19/2023 12:32 PM Page 111 of 114 [The undersigned purchaser acknowledges receipt of this notice before the effective date of a binding contract for the purchase of the real property at the address described above. The undersigned purchaser acknowledged the receipt of this notice including the current information required by Section 5.0143, Texas Property Code, as amended. DATE: DATE: SIGNATURE OF PURCHASER SIGNATURE OF PURCHASER STATE OF TEXAS § COUNTY OF COLLIN § The foregoing instrument was acknowledged before me by and , known to me to be the person(s) whose name(s) is/are subscribed to the foregoing instrument, and acknowledged to me that he or she executed the same for the purposes therein expressed. Given under my hand and seal of office on this , 20 Notary Public, State of Texas]3 3 To be included in separate copy of the notice required by Section 5.0143, Tex. Prop. Code, to be executed at the closing of the purchase and sale and to be recorded in the deed records of Collin County. Purchaser Signature Page to Final Notice with Current Information of Obligation to Pay Improvement District Assessment 2023 - 2023000107559 09/19/2023 12:32 PM Page 112 of 114 [The undersigned seller acknowledges providing a separate copy of the notice required by Section 5.014 of the Texas Property Code including the current information required by Section 5.0143, Texas Property Code, as amended, at the closing of the purchase of the real property at the address above. DATE: SIGNATURE OF SELLER STATE OF TEXAS § COUNTY OF COLLIN § DATE: SIGNATURE OF SELLER The foregoing instrument was acknowledged before me by and , known to me to be the person(s) whose name(s) is/are subscribed to the foregoing instrument, and acknowledged to me that he or she executed the same for the purposes therein expressed. Given under my hand and seal of office on this , 20 Notary Public, State of Texas]4 4 To be included in separate copy of the notice required by Section 5.0143, Tex. Prop. Code, to be executed at the closing of the purchase and sale and to be recorded in the deed records of Collin County. Seller Signature Page to Final Notice with Current Information of Obligation to Pay Improvement District Assessment 2023 - 2023000107559 09/19/2023 12:32 PM Page 113 of 114 ANNUAL INSTALLMENTS -IMPROVEMENT AREA #1 LOT TYPE 2 Installments 1 AdditionalAnnual . Due 1/31 Principal Interest Interest Fund 2 Collection Costs Installment3 2024 $ 631.89 $ 1,858.91 $ 176.24 $ - $ 190.04 $ 2,857.08 2025 $ 522.61 $ 1,966.83 $ 173.08 $ - $ 193.84 $ 2,856.36 2026 $ 546.37 $ 1,941.35 $ 170.47 $ - $ 197.72 $ 2,855.91 2027 $ 574.88 $ 1,914.71 $ 167.74 $ - $ 201.67 $ 2,859.00 2028 $ 598.63 $ 1,886.69 $ 164.86 $ - $ 205.71 $ 2,855.89 2029 $ 627.14 $ 1,857.50 $ 161.87 $ - $ 209.82 $ 2,856.33 2030 $ 655.64 $ 1,826.93 $ 158.73 $ - $ 214.02 $ 2,855.33 2031 $ 688.90 $ 1,794.97 $ 155.45 $ - $ 218.30 $ 2,857.62 2032 $ 726.91 $ 1,756.22 $ 152.01 $ - $ 222.66 $ 2,857.80 2033 $ 764.92 $ 1,715.33 $ 148.38 $ - $ 227.12 $ 2,855.74 2034 $ 807.68 $ 1,672.30 $ 144.55 $ - $ 231.66 $ 2,856.19 2035 $ 855.19 $ 1,626.87 $ 140.51 $ - $ 236.29 $ 2,858.86 2036 $ 902.70 $ 1,578.77 $ 136.24 $ - $ 241.02 $ 2,858.72 2037 $ 950.21 $ 1,527.99 $ 131.72 $ - $ 245.84 $ 2,855.76 2038 $ 1,007.22 $ 1,474.54 $ 126.97 $ - $ 250.76 $ 2,859.49 2039 $ 1,059.48 $ 1,417.88 $ 121.94 $ - $ 255.77 $ 2,855.07 2040 $ 1,121.25 $ 1,358.29 $ 116.64 $ - $ 260.89 $ 2,857.06 2041 $ 1,183.01 $ 1,295.22 $ 111.03 $ - $ 266.10 $ 2,855.36 2042 $ 1,254.28 $ 1,228.67 $ 105.12 $ - $ 271.43 $ 2,859.49 2043 $ 1,325.54 $ 1,158.12 $ 98.85 $ - $ 276.86 $ 2,859.36 2044 $ 1,396.81 $ 1,083.56 $ 92.22 $ - $ 282.39 $ 2,854.98 2045 $ 1,482.33 $ 1,001.50 $ 85.23 $ - $ 288.04 $ 2,857.10 2046 $ 1,572.60 $ 914.41 $ 77.82 $ - $ 293.80 $ 2,858.63 2047 $ 1,662.87 $ 822.02 $ 69.96 $ - $ 299.68 $ 2,854.52 2048 $ 1,767.39 $ 724.33 $ 61.64 $ - $ 305.67 $ 2,859.03 2049 $ 1,871.91 $ 620.49 $ 52.81 $ - $ 311.78 $ 2,857.00 2050 $ 1,985.94 $ 510.52 $ 43.45 $ - $ 318.02 $ 2,857.92 2051 $ 2,104.71 $ 393.84 $ 33.52 $ - $ 324.38 $ 2,856.46 2052 $ 2,232.99 $ 270.19 $ 23.00 $ - $ 330.87 $ 2,857.05 2053 $ 2,366.02 $ 139.00 $ 11.83 $ (2,505.02) $ 337.48 $ 349.31 Total $35,248.00 $39,337.95 $3,413.86 $(2,505.02) $ 7,709.63 $ 83,204.42 Footnotes: 1) Interest rate on Improvement Area #1 Bonds is calculated at 4.875%, 5.625%, and 5.875% for bonds with a maturity of 9/15/2030, 9/15/2043, and 9/15/2053, respectively. 2) Assumes the Reserve Fund is fully funded and available to reduce Annual Installments in the final year. 3) The figures shown above are estimates only and subject to change in Annual Service Plan Updates. Changes in Annual Collection Costs, interest earnings, or other available offsets could increase or decrease the amounts shown. Annual Installment Schedule to Notice of Obligation to Pay Improvement District Assessment 2023-2023000107559 0911912023 12:36 PM Page 114 of 114 Collin County Honorable Stacey Kemp Collin County Clerk Instrument Number: 2023000107559 eRecording - Real Property CERTIFICATE Recorded On: September 19, 2023 12:32 PM Number of Pages: 114 " Examined and Charged as Follows: " Total Recording: $474.00 *********** THIS PAGE IS PART OF THE INSTRUMENT *********** Any provision herein which restricts the Sale, Rental or use of the described REAL PROPERTY because of color or race is invalid and unenforceable under federal law. File Information: Record and Return To: Document Number: 2023000107559 CSC Receipt Number: 20230918000563 Recorded Date/Time: September 19, 2023 12:32 PM User: Matthew M Station: Station 10 STATE OF TEXAS COUNTY OF COIN I hereby certify that this Instrument was FILED In the File Number sequence on the date/time printed hereon, and was duly RECORDED in the Official Public Records of Collin County, Texas. Honorable Stacey Kemp Collin County Clerk Collin County, TX `"`'� ASSESSMENT COLLECTION SERVICES AGREEMENT THIS AGREEMENT is made and entered into this 1st day of August, 2023 by and between County of Collin (hereinafter called "County"), a political subdivision of the State of Texas, and The Woods at Lindsay Place Public Improvement District; (here- after called "Assessment Entity"), a duly organized and existing PID, under the laws of the State of Texas, each acting herein by and through its duly authorized officials. RECITALS 1. The parties to this Agreement wish to consolidate the collection of the PID assessment into one agency, the Collin County Tax Assessor Collector. 2. The parties enter in this Agreement in order to eliminate the duplication of the system for collection of the PID assessment and to promote efficiency. 3. Therefore, under the authority of sections 6.23 and 6.24, Texas Property Tax Code and the Interlocal Cooperation Act, Texas Government Code Chapter 791 the parties agree as follows: SECTION 1 DEFINITIONS 1.01 Assessment Collection Services. The term "Assessment Collection Services" shall include preparation and mailing of the PID Assessments, assessed by the Assessment Entity, correction of found clerical errors in assessments, collection of assessment liabilities, maintenance of a list of delinquent assessments, and issuance of refunds. Assessment Collection Services do not include appraisal of property. 1.02 Current Assessments. The term "Current Assessments" shall mean those assessments legally due and payable to the Assessment Entity without penalty and interest. 1.03 Delinquent Assessments. The term "Delinquent Assessments" shall mean the property assessments that have not been paid to the Assessment Entity on or before January 31" of any given year and on which penalty and interest are now due. SECTION 2 TERM 2.01 Term. The term of this Agreement shall commence on August 01, 2023 and shall continue in full force and effect until September 30, 2024. Thereafter, this Agreement shall automatically renew annually for an additional one (1) Page 1 of 9 year term without the necessity of any action by the parties. 2.02 Termination. Either party may terminate this Agreement by giving ninety (90) Days written notice to the other party. SECTION 3 SERVICES 3.01 Services to be Performed. The County agrees to provide assessment collection services to the Assessment Entity. The Assessment Entity agrees that all collections, assessments, penalties, interest, and attorney fees are to be in accordance with the Texas State Property Tax Code, as amended. The county's delinquent tax attorney will represent the interests of the Assessment Entity. 3.02 Tax Bills. By August 31 st of each year the Assessment Entity shall provide the County with the Assessment Roll and a copy of the Resolution/Ordinance adopting the annual fixed rate assessment for that year. Failure to supply the Assessment Roll for any given year by said date, will result in a late processing fee of Five Thousand Dollars ($5,000.00) plus an additional per statement fee, equal to the costs of printing and mailing all statements. The County agrees to prepare consolidated tax and assessment bills for each taxpayer. The tax bill shall include taxes and assessments owed to all taxing units to which the taxpayer owes taxes and assessments, except those units which have not been contracted with the County for tax collection services. The County will mail such tax and assessment bills to the property located within the Assessment Entity by October 1st of each year, or as soon thereafter as practicable. The Assessment Roll should be in the format as required by the Tax Assessor Collector. It shall be delivered to the Tax Assessor Collector and the Property Tax Collection Supervisor via e-mail. The annual Assessment Roll is to be accompanied by the Governing Body's Resolution/Ordinance for the assessment. SECTION 4 PAYMENTS 4.01 Rate of Payment. The Assessment Entity shall pay the County for Assessment Collection Services at a rate of Five Hundred Dollars ($500.00) per year, and Three Dollars ($3.00) per non-exempt Page 2 of 9 parcel per year for parcels on the Assessment Entity's tax roll during the term of this Agreement plus any late processing fees and other required services, as indicated in Section 3.02 and section 7, If there is a fee from the property tax software provider for setting up the entity and loading the file in the first year of the contract, the fee would be paid by the Assessment Entity. 4.02 Method of Payment. The County shall withhold from the assessment collected under this Agreement the amount of money necessary to pay for assessment collection services at the rate indicated in Section 4.01 from the December collections. The Assessment Entity shall not be entitled to receive any assessments collected for a tax year until the County has withheld the total amount of compensation under Section 4.01 for that year. 4.03 Proration of Payment. If this Agreement is terminated during the original term or any annual term prior to the time that the County has withheld sufficient funds pursuant to Section 4.02 to aggregate the amount of payment set forth in Section 4.01, the County's compensation for assessment collection services for the original term or a renewed term shall equal the amount set forth in Section 4.01, if the tax statement, including the assessment for the year, has been printed. SECTION 6 REMITTANCE OF COLLECTION The assessment collected by the County for the Assessment Entity shall be remitted to the Assessment Entity after the proper amount of payment, as set out in Section 4, and any taxpayer refunds have been withheld. Assessments collected shall be remitted to the Assessment Entity within seven (7) days from the date they are received by the County Tax Office. SECTION 6 ADMINISTRATIVE PROVISIONS 6.01 Records. The Assessment Entity, or its representatives designated in writing, upon reasonable notice is authorized to examine the records to be kept by the County in the performance of this Agreement at mutually convenient times and intervals. Such books and records will be kept in the offices of the Collin County Tax Assessor Collector. Page 3 of 9 6.02 Assessment Entity Records. The Assessment Entity agrees to transfer to the possession and control of the County, without charge, copies of all records necessary for the performance of the duties and responsibilities of the County pursuant to this Agreement. These records shall include all assessment records, including assessment rolls or records available to the Assessment Entity, as required by the County Tax Assessor Collector. 6.03 Surety Bond. If the Assessment Entity requires the County to obtain a surety bond for the Tax Assessor Collector, the Assessment Entity agrees to pay the premium for such bond. 6.04 Audits. The County, upon reasonable notice, agrees to allow an audit of the assessment records at a mutually convenient time. A copy of the audit results shall be furnished to the County. The Assessment Entity will pay the cost of the audit. 6.05 Deposits of Assessments. The County agrees to deposit assessments collected under this Agreement into such depository as is designated by the Assessment Entity in writing. 6.06 Assessment Entity Contacts: The name, phone number, and e-mail address of a person who can answer taxpayer's questions about the Assessing Entity and assessments will be provided to the Collin County Tax Assessor - Collector within ten (10) business days from the execution of this Agreement. The name, phone number and e-mail address of a person who can answer the Tax Assessor Collector, or their staff, questions relating to the fund transfers, and other operational topics will be provided to the Collin County Tax Assessor -Collector within ten (10) business days from the execution of this Agreement. SECTION 7 CORRECTED BILLING SERVICES In the event that the Assessment Entity's fixed rate assessment changes after the County begins collections for the Assessment Entity in any given year, the County will continue to act for the Assessment Entity in providing refunds to taxpayers or sending corrected billings. A change in the Assessment Entity's fixed rate assessment will result in Page 4 of 9 a late processing fee, that may be in addition to any applicable late processing fee pursuant to Section 3.02, of Five Thousand Dollars ($5,000.00), plus an additional per statement fee, equal to the costs of printing and mailing all statements. The Assessment Entity will provide to the County, a corrected Ordinance approving any changes to the fixed rate assessment or assessment roll. SECTION 8 REFUNDS Refunds to property owners authorized by the Assessment Entity will be made on the same check for all taxing units contracting for tax and assessment collection services. Circumstances on which refunds may be based include, but are not limited to; clerical errors, and overpayments. The amounts refunded by the County for the Assessment Entity shall be paid by the County from assessment collections on hand for the Assessment Entity after the County's compensation is withheld pursuant to Section 4 of this Agreement. If assessment collections for the Assessment Entity in the County's possession are insufficient to pay for a refund, the County shall notify the Assessment Entity of the deficiency, and the deficiency amount shall be paid by the Assessment Entity to the County within fourteen (14) days of notification of the amount due. The County shall not be obligated to pay a refund unless it has sufficient Assessment Entity assessment collections in its possession to pay the refund or the Assessment Entity has paid to the County sufficient funds to cover the deficiency. The Assessment Entity agrees that any payment(s) that it is required to make under this section shall be made out of the Assessment Entity's current revenues. SECTION 9 MISCELLANEOUS PROVISIONS 9.01 Liability. To the extent allowed by law, any civil liability relating to the furnishing of services under this Agreement shall be the responsibility of the Assessment Entity. The parties agree that the County shall be acting only as the agent for the Assessment Entity in performing the services contemplated by this Agreement. THE ASSESSMENT ENTITY SHALL HOLD THE COUNTY FREE AND HARMLESS FROM ANY OBLIGATION, COSTS, CLAIMS, JUDGMENTS, ATTORNEYS' FEES, AND Page 5 of 9 OTHER SUCH LIABILITIES ARISING FROM OR GROWING OUT OF THE SERVICES RENDERED TO THE ASSESSMENT ENTITY PURSUANT TO THE TERMS OF THIS AGREEMENT OR IN ANY WAY CONNECTED WITH THE RENDERING OF SAID SERVICES, EXCEPT WHEN THE SAME SHALL ARISE BECAUSE OF THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF THE COUNTY. 9.02 Controlling Law. This Agreement shall be deemed to be made under, governed by, and construed in accordance with, the laws of the State of Texas. Exclusive venue for any action taken relative to this Agreement shall be in Collin County. 9.03 Sovereign Immunity. It is expressly understood and agreed that, in the execution of this Agreement, neither the County nor Assessment Entity waives or shall be deemed hereby to waive any immunity or defense that would otherwise be available to it against claims arising in the exercise of governmental powers and functions. 9.04 Amendments. This Agreement shall not be amended or modified other than in a written Agreement signed by the parties. 9.05 Notices. (a) Except as otherwise provided in this Agreement all notices required or permitted herein shall be in writing and shall be deemed to be delivered when deposited in the United States mail, postage prepaid, registered or certified mail, return receipt requested, with proper postage prepaid or when delivered in person. (b) All communications provided for in this Agreement shall be addressed as follows: (ii) if to the County, to: County Administrator Bill Bilyeu Collin County 2300 Bloomdale Road, Suite 4192 McKinney, Texas 75071 Page 6 of 9 With a correspondence copy to the Tax Assessor Collector, 2300 Bloomdale Road, Suite, 2366, P.O. Box 8006, McKinney, Texas 75070- 8006. (ii) if to the Assessment Entity, to: Interim City Manager Ryan Henderson City of Anna 120 W 7t' Street Anna, Texas 75409 or to such person at such other address as may from time to time be specified in a notice given as provided in this Section 9.05. 9.06 Parties Bound. This Agreement may not be assigned and shall be binding upon the parties, their heirs, executors, legal representatives, and successors. 9.07 Copies. This Agreement is executed in multiple copies, any one of which, or a true copy thereof, shall have the same evidentiary value. 9.08 Integration. It is understood and agreed that the entire Agreement of the parties is contained herein and that this Agreement supersedes all oral Agreements and negotiations between the parties relating to the subject matter hereof as well as any previous Agreements presently in effect between the parties relating to the subject matter hereof. 9.09 Severability. The provisions of this Agreement are severable. If any paragraph, section, subdivision, sentence, clause or phrase of the Agreement is for any reason held to be contrary to law or contrary to any rule or regulation having the force and effect of law, such decision shall not affect the remaining portions of the Agreement. However, upon the occurrence of such event, either party may terminate this Agreement forthwith, upon the delivery of written notice of termination to the other party. Page 7 of 9 9.10 Captions. The headings to the various sections of this Agreement have been inserted for convenient reference only and shall not modify, define, limit or expand the express provision of this Agreement. 9.11 Obligations of Condition. All obligations of each party under this Agreement are conditions to further performance of the other party's continued performance of its obligation under the Agreement. 9.12 Exclusive Right to Enforce This Agreement. The County and the Assessment Entity have the exclusive right to bring suit to enforce this Agreement, and no other party may bring suit, as a third -party beneficiary or otherwise, to enforce this Agreement. [REMAINDER OF PAGE LEFT BLANK INTENTIONALLY— SIGNATURES ON FOLLOWING PAGE] Page 8of9 EXECUTED at McKinney, Texas on the day and year first written above. COLLIN COUNTY, TEXAS Judge Chris Hill By: Title: County Judge of Collin County Date: The Woods at Lindsay Place Public Improvement District Ryan Henderson By: ' Title nterim City Manager, City of Anna Date: 3 COLLIN COUNTY, TEXAS Kenneth L. Maun. Tax Assessor Collector e2 Title: Tax Assessor Collector of Collin County Date: Page 9 of 9