HomeMy WebLinkAboutRes 2023-01-1361 Woods at Lindsey Place Sub. Improvement & Amendment to Dev AgreementCITY OF ANNA, TEXAS
RESOLUTION NO. 202 3 - OI -13 (ol
A RESOLUTION OF THE CITY OF ANNA, TEXAS APPROVING A FIRST AMENDMENT
TO DEVELOPMENT AGREEMENT AND TO THE WOODS AT LINDSEY PLACE
SUBDIVISION IMPROVEMENT AGREEMENT
WHEREAS, in order to provide for the orderly development of certain land within the Anna city limits,
the City Council of the City of Anna, Texas (the "City Council") desires to adopt and enter into the First
Amendment to Development Agreement and to The Woods at Lindsey Place Subdivision Improvement
Agreement (the "Amendment")
NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
ANNA, TEXAS, THAT:
Section 1. Recitals Incorporated.
The recitals above are incorporated herein as if set forth in full for all purposes.
Section 2. Approval of the Amendment
The City Council hereby approves the Amendment, a copy of which is attached hereto as Exhibit A.
PASSED AND APPROVED by the City Council of the City of Anna, Texas, on this 241h day of
January 2023.
ATTEST: APPROV
�THE ��crry.�oFf * r
City Secretary, Carrie L. Land ATEM Mayor, Nate Pike
1913
FIRST AMENDMENT TO
DEVELOPMENT
AGREEMENT
AND TO
THE WOODS AT LINDSEY PLACE
SUBDIVISION IMPROVEMENT
AGREEMENT
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This First Amendment to Development Agreement and to the Woods at Lindsey Place
Subdivision Improvement Agreement (this "Amendment") is entered effective as the 24`h day
of January 2023 ("Amendment Effective Date") between the City of Anna, Texas, a Texas
home -rule municipality (the "City") and D. R. Horton — Texas, Ltd., a Texas limited partnership
("Developer") as follows:
RECITALS
WHEREAS, effective November 10, 2020, the City and LHJH Properties, LTD., a Texas limited
partnership (the "Previous Owner") entered into a Development Agreement (the "Original
Agreement") applicable to the approximately 275 acres described in the attached Exhibit A (the
"Property"); and
WHEREAS, capitalized terms in this Amendment having the meanings assigned in the Original
Agreement, unless otherwise expressed in this Amendment; and
WHEREAS, the Original Agreement governs certain aspects of the development of the Property;
and
WHEREAS, on or about February 10, 2021, the Previous Owner sold the Property to the
Developer; and
WHEREAS, under the terms of the Original Agreement, the sale of the Property to the Developer
resulted in the Developer assuming all of the Previous Owner's rights and obligations under the
Original Agreement and the Previous Owner being fully released from the Original Agreement;
and,
WHEREAS, in conjunction with Developer's acquisition of the Property, Developer and the
City entered into that certain the Woods At Lindsey Place Subdivision Improvement Agreement,
recorded as Document No. 202102250003 745 10 in the Real Property Records (the "Subdivision
Improvement Agreement"); and
FIRST AMENDMENT TO DEVELOPMENT AGREEMENT AND TO THE WOODS AT LINDSEY PLACE SUBDIVISION IMPROVEMENT AGREEMENT PAGE 1
WHEREAS, this Amendment amends the Original Agreement as to the approximately 198.006
acres described in the attached Exhibit B ("PID Property"), but not the remainder of the Property;
and
WHEREAS, Developer intends to construct parks, trails and other amenities within and abutting
the Property, which shall be open to the public including, but not limited to, those facilities
described in the attached Exhibit C-1; and
WHEREAS, Developer also intends to construct certain water, wastewater and drainage
improvements within, adjacent to or extending from the PID Property, which shall benefit the
PID Property, including, but not limited to, those facilities described in the attached Exhibit C-
2; and
WHEREAS, Developer further intends to construct certain roadway improvements within,
adjacent to or near the PID Property which shall benefit the PID Property, including, but not
limited to, those roads and that certain segment of Buddy Hayes Boulevard generally described
in the attached Exhibit C-3 (The "Buddy Hayes Boulevard Roadway Improvements") and as
further described in Section 18(d)(4) of this Amendment; and
WHEREAS, the water, wastewater, drainage, road and park improvements described in
Exhibits C-2. C-3, and C4, constitute the Authorized Improvements (but excluding the Park
Improvements); and
WHEREAS, it is the intention of the Parties that a portion of Developer's costs incurred in the
construction of the "Authorized Improvements" will be financed or reimbursed through PID
Bond Proceeds; and
WHEREAS, it is intended that the PID shall be created to include only the PID Property to be
developed as Woods at Lindsey Place, Sections 1, 2, 3, 4 and 5 (951 lots), a single-
family/townhome residential development and shall not include the "remainder of the Property";
and
WHEREAS, in consideration of Developer's agreements contained herein, the City shall use
good faith efforts to exercise its powers under the PID Act to provide financing arrangements
that will enable Developer to do the following in accordance with the procedures and
requirements of the PID Act and this Amendment: (a) fund or be reimbursed for a portion of the
costs of the Authorized Improvements using the proceeds of PID Bonds; or (b) obtain
reimbursement for the portion of the costs of the Authorized Improvements, the source of which
FIRST AMENDMENT TO DEVELOPMENT AGREEMENT AND TO THE WOODS AT LINDSEY PLACE SUBDIVISION IMPROVEMENT AGREEMENT PAGE 2
reimbursement will be installment payments from Assessments within the PID Property,
provided that such reimbursements shall be subordinate to the payment of PID Bonds and
Administrative Expenses; and
WHEREAS, the Parties desire and intend for the design, construction, and installation of the
Authorized Improvements to occur in a phased manner over the Term of this Amendment and
that Developer will dedicate to and the City will accept the Authorized Improvements for public
use and maintenance, subject to the City's approval of the plans and inspection of the Authorized
Improvements in accordance with this Amendment and the City Regulations; and
WHEREAS, the City, subject to the consent and approval of the City Council, and in accordance
with the terms of this Amendment and all legal requirements, including but not limited to the
Indenture, intends to: (i) adopt a Service and Assessment Plan; (ii) adopt an Assessment
Ordinance to pay for a specified portion of the Budgeted Cost(s) shown on Exhibit C-4 and
approved by the City's Director of Public Works or his designee (and the costs associated with
the administration of the PID and the issuance of the PID Bonds); and (iii) issue, in multiple
series, up to $55,000,000.00 in the principal amount of PID Bonds for the purpose of financing
a portion of the costs of the Authorized Improvements and paying associated costs as described
herein; and
WHEREAS, the City shall use good faith efforts to issue PID Bonds periodically up to a
maximum principal amount of $55,000,000.00 to finance the Authorized Improvements in
accordance with the Service and Assessment Plan; and
WHEREAS, prior to or concurrent with the sale of any PID Bond issue: (a) the City Council
shall have approved and adopted the PID Resolution, a Service and Assessment Plan and an
Assessment Ordinance (collectively, the "PID Documents") and (b) the City shall have reviewed
and approved the Home Buyer Disclosure Program and a Landowner Agreement, which said
documents shall have been executed by the owners of the Property constituting all of the acreage
in the applicable phase of the PID for which PID Bonds are being issued; and
WHEREAS, to the extent funds must be advanced to pay for any costs associated with the
creation of the PID, the issuance of .PID Bonds, or the preparation of documentation related
thereto, including any costs incurred by the City and its consultants and advisors (excluding the
fees associated with closing the PID Bonds), Developer shall be responsible for advancing such
funds, shall have a right to reimbursement for certain funds advanced from PID Bond Proceeds,
Assessments, and the City will not be responsible for such reimbursement or the payment of such
costs from any other sources of funds; and
FIRST AMENDMENT TO DEVELOPMENT AGREEMENT AND TO THE WOODS AT LINDSEY PLACE SUBDIVISION IMPROVEMENT AGREEMENT PAGE 3
WHEREAS, Developer understands and acknowledges that the obligations undertaken under
this Amendment are primarily for the benefit of the PID Property; and
WHEREAS, Developer understands and acknowledges that acceptance of this Amendment is
not an exaction or a concession demanded by the City but rather is an undertaking of Developer's
voluntary design to ensure consistency, quality, and adequate infrastructure that will benefit
Developer's development of the PID Property; and
WHEREAS, this Amendment also amends the Subdivision Improvement Agreement only to the
extent set forth herein, and only as to the PID Property, and all terms of the Subdivision
Improvement Agreement not expressly amended by this Amendment or in direct or indirect
conflict with this Amendment shall remain in full force and effect; and
WHEREAS, this Amendment amends the Original Agreement only to the extent set forth herein
and all terms of the Original Agreement not expressly amended by this Amendment or in direct
or indirect conflict with this Amendment shall remain in full force and effect.
NOW, THEREFORE, in consideration of the above recitals and the mutual consideration as
reflected in the covenants, duties and obligations contained herein, the sufficiency of which is
hereby acknowledged, the Parties hereto agree as follows:
SECTION 14. RECITALS INCORPORATED / NUMBERING
The recitals set forth above are incorporated herein as if set forth in full to further describe the
Parties' intent under this Amendment and said recitals constitute representations by Developer and
the City. The numbering of the sections in this Amendment intentionally begins at this Section 14
to continue the numbering from the sections of the Original Agreement.
SECTION 15. DEFINITIONS
Other terms used in this Amendment are defined in the recitals or in other sections of this
Amendment. Unless the context requires otherwise, the following terms shall have the meanings
hereinafter set forth:
Administrative Expenses means reasonable expenses incurred by the City and Developer
in the establishment, administration, and operation of the PID.
Administrator means an employee, consultant, or designee of the City who shall have the
responsibilities provided in the Service and Assessment Plan, an Indenture, or any other agreement
or document approved by the City related to the duties and responsibilities for the administration
of the PID.
FIRST AMENDMENT TO DEVELOPMENT AGREEMENT AND TO THE WOODS AT LINDSEY PLACE SUBDIVISION IMPROVEMENT AGREEMENT PAGE 4
Amendment Effective Date means the �J (I� day of C 4 2023.
`T
Assessment(s) means the special assessments levied on the PID Property on a phase -by -
phase basis, under one or more Assessment Ordinances adopted on a phase -by -phase basis to fund
a portion of the Authorized Improvements or to reimburse Developer for a portion of the
Authorized Improvements benefitting the applicable phase(s) as set forth in the Service and
Assessment Plan, as well as payment of Administrative Expenses and repayment of the PID Bonds
and the costs associated with the issuance of the Authorized Improvements.
Assessment Ordinance means an ordinance approved by the City Council under the PID
Act establishing one or more Assessment(s).
Authorized Improvements means the public infrastructure described in the attached
Exhibits C-2 and C-3 and further described in Exhibit C-4. Notwithstanding the foregoing or any
other provision of this Agreement or any exhibits hereto, Authorized Improvements do not include
"Park Improvements".
Authorized Improvements Cost means the actual costs of design, engineering,
construction, acquisition, and inspection of the Authorized Improvements and all actual costs
related in any manner to the Authorized Improvements.
Bond Ordinance means an ordinance adopted by the City Council that authorizes and
approves the issuance and sale of any series of the PID Bonds.
Buddy Hayes Boulevard Roadway Improvements (said roadway being previously known
as Throckmorton Boulevard) means that certain segment of Buddy Hayes Boulevard consisting of
the east side 2-lanes extending from the north boundary of the PID Property to approximately 350'
south of Rosamond Parkway, as generally shown in the exhibit attached hereto as Exhibit C-3 and
as further described in Section 18(d)(4).
Budgeted Cost means, with respect to any given Authorized Improvement, the estimated
cost of the improvement as set forth by phase in Exhibit C4.
Capital Improvements Plan ("CIP") means all capital improvements plan(s) duly adopted
by the City under Chapter 395, Texas Local Government Code, as may be updated or amended
from time to time.
Chapter 395 means Chapter 395, Texas Local Government Code.
City means the City of Anna, a home rule municipality located in Collin County, Texas.
City Code means the Anna City Code of Ordinances and all of its provisions and
regulations or standards adopted by reference in said Code in effect on the Amendment Effective
Date; provided, however, that as it relates to Public Infrastructure for any given phase, the
applicable construction standards (including, without limitation, uniform building codes) shall be
those that the City has duly adopted at the time of the filing of an application for a preliminary plat
FIRST AMENDMENT TO DEVELOPMENT AGREEMENT AND TO THE WOODS AT LINDSEY PLACE SUBDIVISION IMPROVEMENT AGREEMENT PAGE 5
for that phase unless construction has not commenced within two years of approval of such
preliminary plat in which case the construction standards shall be those that the City has duly
adopted at the time that construction commences, except that to the extent there is a conflict
between the City Regulations and the Development Standards, the Development Standards shall
control.
City Council means the City Council of the City.
City Manager means the current, interim, or acting City Manager of the City of Anna or a
person designated to act on behalf of the City Manager if the designation is in writing and signed
by the current, interim, or acting City Manager.
City Regulations mean City Code provisions, ordinances, design standards (including but
not limited to the City's Neighborhood Design Standards and the Development Standards),
uniform codes, policies, requirements, limitations, restrictions, and other regulations (including
but not limited to all fees and land dedications applicable to the Project) duly adopted by the City
and in effect on the Amendment Effective Date; provided, however, that as it relates to Public
Infrastructure for any given phase, the applicable construction standards (including, without
limitation, uniform building codes) shall be those that the City has duly adopted at the time of the
filing of an application for a preliminary plat for that phase unless construction has not commenced
within two years of approval of such preliminary plat in which case the construction standards
shall be those that the City has duly adopted at the time that construction commences, except that
to the extent there is a conflict between the City Regulations and the Development Standards, the
Development Standards shall control.
Developer Continuing Disclosure Agreement means any continuing disclosure agreement
of Developer executed contemporaneously with the issuance and sale of PID Bonds.
Development Standards mean the design specifications and construction standards
identified in the Original Agreement as well as the following restriction. Developer agrees as part
of the consideration for this Amendment that the residential structure that will be constructed on
any Fully Developed and Improved Lot shall be houses built by Developer or its affiliate(s) under
the "D.R. Horton" brand and series of homes and will be marketed under the "D.R. Horton" brand
name. Houses to be built in the Property will be consistent with the representative house plan
elevations shown in Exhibit C-5. The DR Horton "Express Product" is excluded and shall not be
constructed in this development.
End User means any tenant, user, or owner of a Fully Developed and Improved Lot, but
excluding the HOA.
Fully Developed and Improved Lot means any privately -owned lot in the Project,
regardless of proposed use, intended to be served by the Authorized Improvements and for which
a final plat has been approved by the City and recorded in the Real Property Records.
FIRST AMENDMENT TO DEVELOPMENT AGREEMENT AND TO THE WOODS AT LINDSEY PLACE SUBDIVISION IMPROVEMENT AGREEMENT PAGE 6
HOA means the homeowners association formed with respect to the Project, which shall
privately function as a homeowners association for the Project to be named the Woods at Lindsey
Place Homeowners Association or such similar name as may be available with Texas Secretary of
State or its successors.
Home Buyer Disclosure Proms means the disclosure program, administered by the
Developer, as set forth in a document in the form of Exhibit C-6 or another form agreed to by the
Parties, that establishes a mechanism to disclose to each End User the terms and conditions under
which their lot is burdened by the PID.
Impact Fees means those fees assessed and charged against the Project in accordance with
Chapter 395 and as defined therein.
Impact Fee Accounts means the interest -bearing deposit accounts maintained by the City
pursuant to Section 395.024, Texas Local Government Code, as amended.
Impact Fee Credits means credits against Impact Fees or reimbursement of Impact Fees
otherwise due from the Project.
Improvement Account of the Project Fund means the construction fund account created
under the Indenture, funded by the PID Bond Proceeds, and used to pay or reimburse for certain
portions of the construction or acquisition of the Authorized Improvements.
Indenture means a trust indenture by and between the City and a trustee bank under which
PID Bonds are issued and funds are held and disbursed.
Independent Appraisal means, in establishing the appraised value, (i) the appraised value
of a specific assessed parcel or assessed parcels, as applicable, in a specific phase for which
Assessments have been levied as established by publicly available data from the Collin Central
Appraisal District, (ii) the Collin Central Appraisal District Chief Appraiser's estimated assessed
valuation for completed homes (home and lot assessed valuation) and estimated lot valuation for
lots on which homes are under construction, (iii) an "as -complete" appraisal delivered by an
independent appraiser licensed in the State of Texas, which appraisal shall assume completion of
the particular phase for which said Assessments have been or will be levied, as applicable (iv) a
certificate delivered to the City by a qualified independent third party (which party may be the PID
Administrator or a licensed appraiser) certifying on an individual lot type basis, the value of each
lot in the particular phase, as applicable, for which such Assessments have been levied based on
either (y) the average gross sales price (which is the gross amount including escalations and
reimbursements due to the seller of the lots) for each lot type based on closings of lots in such
phase for which the Assessments have been levied or (z) the sales price in the actual lot purchase
contracts in the particular phase for which such Assessments have been or will be levied, as
applicable.
Landowner Agreement means the landowner agreement as set forth in a document in the
form of Exhibit C-7 or another form agreed to by the Parties that each landowner of the PID
FIRST AMENDMENT TO DEVELOPMENT AGREEMENT AND TO THE WOODS AT LINDSEY PLACE SUBDIVISION IMPROVEMENT AGREEMENT PAGE 7
Property or phase thereof for which PID Bonds are issued must fully execute and deliver in
advance of such bond issuance.
Non -Benefited Property means parcels or lots that accrue no special benefit from the
Authorized Improvements, including but not limited to property encumbered with a public utility
easement or other easement that restricts the use of such property to such easement.
Notice means any notice required or contemplated by this Amendment (or otherwise given
in connection with this Amendment).
Off -Site Wastewater Improvements means the wastewater improvements located outside
the PID Property, as further described in Exhibit C-2 and C-4.
Off -Site Water Improvements means the water improvements located outside the PID
Property, as further described in Exhibit C-2 and C-4.
Park Improvements means the public parks, trails and other amenities within the Property,
as generally shown in the attached Exhibit C-1 (but excluding the area labeled "HOA Open
Space") and as further described in Section 18(fl.
Person means a natural person, an association, a corporation, a firm, a partnership, an
organization, a business trust, an estate, a trust, a body politic, an individual, a company, a joint
stock company, a proprietorship, a business, government or governmental subdivision or agency,
and any other legal entity or their legal representatives, agents or assigns.
PID means the "Woods at Lindsey Place Public Improvement District" for which the City
agrees to exert its good faith efforts to create for the benefit of the PID Property pursuant to the
PID Act and this Amendment.
PID Act means Chapter 372, Texas Local Government Code, as amended.
PID Bond(s) means assessment revenue bonds, but not Refunding Bonds, issued by the
City pursuant to the PID Act to finance the Authorized Improvements.
PID Bond Proceeds means the funds generated from the sale of the PID Bonds.
PID City Fee means a fee of $3,400.00 per residential lot to be paid by Developer to the
City upon the closing of PID Bonds for such phase of development of the PID Property and which
shall be calculated in accordance with the City's established PID Policy based on the number of
residential lots in such phase of development and in accordance with Section 18(i).
PID Creation Fee means a one-time nonrefundable fee of $50,000.00 to be paid by
Developer to the City in accordance with Section 18(k).
PID Documents means, collectively, the PID Resolution, the SAP, and the Assessment
Ordinance(s).
FIRST AMENDMENT TO DEVELOPMENT AGREEMENT AND TO THE WOODS AT LINDSEY PLACE SUBDIVISION IMPROVEMENT AGREEMENT PAGE 9
PID Financial Summary means the document attached to this Amendment as Exhibit C-8,
which summarizes financial data related to the PID.
PID Policy means the City of Anna Public Improvement District Policy adopted by the
City Council on June 23, 2020 via Resolution No. 2020-06-747 and subsequently Amended via
Resolution No. 2021-03-879.
PID Property means that certain property to be developed as Woods at Lindsey Place,
Sections 1-5, a single-family residential development, being approximately 198 acres as described
and/or depicted in Exhibit B.
PID Resolution means the resolution adopted by the Council creating the PID.
Project means the development of the PID Property as governed by the Original
Agreement, Subdivision Improvement Agreement, and this Amendment.
Public Infrastructure means all water, wastewater/sewer, detention and drainage, roadway,
park and trail, and other infrastructure necessary to serve the full development of the Project and/or
to be constructed by Developer and dedicated to the City under this Amendment. The term includes
but is not necessarily limited to the Authorized Improvements.
Office.
Real Property Records means the official land recordings of the Collin County Clerk's
Refundin Bonds onds means bonds issued pursuant to Section 372.027 of the PID Act.
Service and Assessment Plan ("SAP") means the service and assessment plan for the PID,
to be adopted and amended annually by the City Council pursuant to the PID Act for the purpose
of assessing allocated costs against portions of the Project located within the boundaries of the PID
having terms, provisions, and findings approved by the City, as required by this Amendment.
Subdivision Improvement Agreement means the agreement the Developer and the City
entered into titled "The Woods At Lindsey Place Subdivision Improvement Agreement," recorded
on February 25, 2021 in the Real Property Records as Document No. 20210225000374510.
SECTION 16
PUBLIC IMPROVEMENT DISTRICT
(a) Creation of the PID; Lew of Assessments. The City shall use its good faith efforts
to initiate and approve all necessary documents and ordinances, including without limitation the
PID Documents, required to effectuate this Amendment, to create the PID, and to levy the
Assessments. The City will prepare and approve a Preliminary Service and Assessment Plan
providing for the levy of the Assessments on the PID Property. Promptly following preparation
and approval of a preliminary SAP acceptable to the Parties and subject to the City Council making
findings that the Authorized Improvements confer a special benefit on the PID Property, the City
Council shall consider an Assessment Ordinance. Developer shall develop the PID Property and
FIRST AMENDMENT TO DEVELOPMENT AGREEMENT AND TO THE WOODS AT LINDSEY PLACE SUBDIVISION IMPROVEMENT AGREEMENT PAGE 9
the Project consistent with the terms of this Amendment. Nothing contained in this Amendment,
however, shall be construed as creating a contractual obligation that controls, waives, or supplants
the City Council's legislative discretion or functions.
(b) Acceptance of Assessments and Recordation of Covenants Running with the Land.
Following the levy of the Assessment applicable to a particular phase of the Project, Developer
shall: (a) approve and accept in writing the levy of the Assessment(s) on all land owned by
Developer; (b) approve and accept in writing the Home Buyer Disclosure Program related to such
phase; and (c) cause covenants running with the land to be recorded against the portion of the PID
Property within the applicable phase that will bind any and all current and successor developers
and owners of all or any part of such phase of the Project to: (i) pay the Assessments, with
applicable interest and penalties thereon, as and when due and payable hereunder and that the
purchasers of such land take their title subject to and expressly assume the terms and provisions
of such assessments and the liens created thereby; and (ii) comply with the Home Buyer Disclosure
Program. The covenants required to be recorded under this paragraph shall be recorded
substantially contemporaneously with the recordation of the plat of the applicable phase, except
for the Final SAP which will be recorded by the City upon its approval in accordance with the PID
Act.
SECTION 17
AUTHORIZED IMPROVEMENTS
(a) Authorized Improvements. Prior to the issuance of PID Bonds, the Budgeted Costs,
Authorized Improvements, and Authorized Improvements Cost are subject to change as may be
agreed upon by Developer and the City and, if changed, shall be updated by Developer and the
City consistent with the Service and Assessment Plan and the PID Act. All approved final plats
within the PID Property shall include those Authorized Improvements located therein and the
respective Authorized Improvements Cost shall be finalized before the applicable final plat is
approved by the City Council. Without limiting the foregoing, and on a phase -by -phase basis, as
applicable, Budgeted Costs, Authorized Improvements Cost, the timetable for installation of the
Authorized Improvements, and all other pertinent information and data will be reviewed at least
annually by the Parties in an annual update of the Service and Assessment Plan adopted and
approved by the City consistent with the requirements of Section 372.013(b) of the PID Act.
(b) Construction, Ownership, and Transfer of Authorized Improvements.
(1) Contract Award. Developer's engineers shall prepare, or cause the
preparation of, and provide all contract specifications and necessary related documents. Certain
portions of the Budgeted Cost(s) shall be paid from the proceeds of PID Bonds in accordance with
the applicable Indenture.
(2) Construction Standards and Inspection. The Authorized Improvements and
all other Public Infrastructure required for the development of the PID Property shall be
constructed and inspected —and all fees applicable to the Project shall be paid by Developer —in
accordance with applicable state law, City Regulations, the applicable Bond Ordinance and other
FIRST AMENDMENT TO DEVELOPMENT AGREEMENT AND TO THE WOODS AT LINDSEY PLACE SUBDIVISION IMPROVEMENT AGREEMENT PAGE 10
development requirements, including those imposed by any other governing body or entity with
jurisdiction over the Authorized Improvements.
(3) Contract Letting. This Amendment and construction of the Authorized
Improvements are anticipated to be exempt from competitive bidding pursuant to Texas Local
Government Code Section 252.022(a)(9) and 252.022(a)(11) based upon current cost estimates.
However, in the event that the actual costs for the Authorized Improvements do not meet the
parameters for exemption from the competitive bid requirement, then either competitive bid or
alternative delivery methods may be utilized by the City as allowed by law. Before entering into
any construction contract for the construction of all or any part of the Authorized Improvements
after the date hereof, the Parties agree as follows:
(4) Developer's engineers shall prepare, or cause the preparation of, and submit
to the City all contract specifications and necessary related documents, including but not limited
to the proposed construction contract showing the negotiated total contract price and scope of
work.
(5) Developer shall submit all such documents along with a written notice of
intention to let a construction contract at least 15 calendar days in advance of the date that
Developer intends to execute such contract.
(6) Within 15 calendar days after receipt of the written notice and associated
documents, the City Manager may: (i) approve the amount of the contract price and provide written
notice to Developer that Developer may execute the construction contract and provide a copy to
the PID Administrator, which approval shall not be unreasonably withheld; or (ii) require that the
contract be procured through competitive bidding or competitive sealed proposals ("Competitive
Procurement") solely to the extent that the Authorized Improvements for which such construction
contract is to be let do not meet the parameters for exemption from the competitive bidding
pursuant to Texas Local Government Code Section 252.022. If the City fails to notify Developer
within such 15-day period, the City shall be deemed to have approved the contract price and
authorized Developer to execute the construction contract; provided, however, no such contract
shall be deemed to be approved and Developer shall not be deemed to be authorized to execute
such contract unless Developer submits the written notice and associated documents with a written
statement prominently displayed on the first page of the notice in bold -face, underline, capitalized
text in at least 12-point size font reading as follows: "WARNING: IF THE CITY FAILS TO
RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) DAYS IN ACCORDANCE WITH
SECTION 17(b)(6) OF THE WOODS AT LINDSEY PLACE SUBDIVISION
IMPROVEMENT AGREEMENT, AS AMENDED, THE SUBMITTED PROPOSED
CONTRACT(S) SHALL BE DEEMED TO BE APPROVED BY THE CITY AND
DEVELOPER SHALL BE DEEMED TO BE AUTHORIZED TO EXECUTE THE
PROPOSED CONTRACT(S)."
(7) In order to require Competitive Procurement, the City must provide
Developer with written notice of said requirement within 15 calendar days of delivery to the City
of the written notice required under Section 17(b)(6) above.
FIRST AMENDMENT TO DEVELOPMENT AGREEMENT AND TO THE WOODS AT LINDSEY PLACE SUBDIVISION IMPROVEMENT AGREEMENT PAGE I I
(8) If the City Manager requires Competitive Procurement, then Developer
must: (i) advertise for and award the contract in the same manner set forth for competitive sealed
bids or competitive sealed proposals Local Government Code Chapter 252 as if the City were
pursuing a public improvement contract subject to said Chapter 252 as approved by the City
Manager; and (ii) supply the City with true and complete copies of all notices of bid/proposal
requests and all bids/proposals subsequently received.
(c) Ownership. All of the Authorized Improvements shall be owned by the City upon
acceptance of them by the City. Developer agrees to take any action reasonably required by the
City to transfer or otherwise dedicate or ensure the dedication of easements or property for the
Authorized Improvements to the City and the public.
(d) Operation and Maintenance. Except as otherwise set forth in this Amendment, upon
inspection, approval, and acceptance of the Authorized Improvements, the City shall maintain and
operate the accepted Authorized Improvements.
SECTION 18
ADDITIONAL OBLIGATIONS
(a) Wastewater/Sanitary Sewer Facilities.
(1) Developer's General Obligations. Developer is responsible for the design,
installation, and construction of all wastewater/sanitary sewer improvements necessary to serve
the PID Property. The design of all wastewater/sanitary sewer improvements shall be approved by
the City in advance of the construction of same. Subject to the City's obligations under
Section 24(i), Developer shall be responsible for the acquisition of any easements and other
property acquisitions necessary for wastewater/sewer facilities (the size and extent of each such
easement or other property interest to be approved by the City) for all development. The locations
of said easements or other property interests shall be approved by the City's Director of Public
Works or his/her designee as part of the platting process. The costs of obtaining such easements
may be included in the applicable Authorized Improvements Cost to be reimbursed to Developer
through the PID.
(2) Timing of Developer's Obligations. Except as otherwise provided herein,
Developer shall complete in a good and workmanlike manner all wastewater/sanitary sewer
improvements necessary to serve each phase of the Project prior to the recordation of the final plat
covering such phase._
(b) Water Facilities.
(1) Developer's General Obligations. Developer is responsible for design,
installation, and construction of all water improvements necessary to serve the PID Property. The
design of water improvements shall be approved by the City in advance of the construction of
same. Subject to the City's obligations under Section 24(i), Developer shall be responsible for the
acquisition of any easements and other property acquisitions necessary for water facilities (the size
FIRST AMENDMENT TO DEVELOPMENT AGREEMENT AND TO THE WOODS AT LINDSEY PLACE SUBDIVISION IMPROVEMENT AGREEMENT PAGE 12
and extent of each such easement or other property interest to be approved by the City) for all
development upon and within the PID Property. The locations of said easements or other property
interests shall be approved by the City's Director of Public Works or his/her designee as part of
the platting process. The costs of obtaining such easements may be included in the applicable
Authorized Improvements Cost to be reimbursed to Developer through the PID.
(2) Timing of Developer's Obligations. Except as otherwise provided herein,
Developer shall complete in a good and workmanlike manner all water improvements necessary
to serve each phase of the Project prior to the recordation of the final plat covering such phase.
(c) Water and Wastewater Services.
(1) The City represents and confirms that it currently has and reasonably
expects to continue to have the capacity to provide to the PID Property continuous and adequate
retail water and wastewater service at times and in capacities sufficient to meet the service
demands of the Project as it is developed. The City shall take all actions necessary to timely have
the capacity to provide continuous and adequate retail water and wastewater service at times and
in capacities sufficient to meet the service demands of the Project as it is developed upon the
request of the City. Developer shall provide the City with its projections of home sales for the
ensuing three (3) years in order to allow the City to make water and wastewater capacities
available.
(2) Upon acceptance by the City of the water and wastewater facilities
described herein, the City shall operate or cause to be operated said water and wastewater facilities
serving the Project and use them to provide service to all customers within the Project at the same
rates as similar projects located within the City. Upon acceptance by the City, the City shall at all
times maintain said water and wastewater facilities, or cause the same to be maintained, in good
condition and working order in compliance with all applicable laws and ordinances and all
applicable regulations, rules, policies, standards, and orders of any governmental entity with
jurisdiction over same.
(d) Roadway Improvements.
(1) Developer's General Obligations. Developer is responsible for the design,
installation, and construction of all roadway facilities required to serve the Property. The design
of all roadway improvements shall be approved by the City in advance of the construction of same.
(2) Timing of General Obligations. Prior to the recordation of any final plat for
any phase of the Project, Developer shall complete, in a good and workmanlike manner,
construction of all roadway facilities and related improvements necessary to serve such phase in
accordance with construction plans approved by the City. Thereafter, the roads shall be conveyed
to the City for ownership and maintenance.
(3) Drainage/Detention Infrastructure. Developer shall have full responsibility
for designing, installing, and constructing the drainage/detention infrastructure that will serve the
FIRST AMENDMENT TO DEVELOPMENT AGREEMENT AND TO THE WOODS AT LINDSEY PLACE SUBDIVISION IMPROVEMENT AGREEMENT PAGE 13
PID Property and the cost thereof and said infrastructure shall be designed and constructed in
accordance with applicable City Regulations. Prior to the recordation of the final plat for any phase
of development, Developer shall complete in a good and workmanlike manner construction of the
drainage/detention improvements necessary to serve such phase. Upon inspection, approval, and
acceptance, City shall maintain and operate the drainage and roadway improvements for the PID
Property. The HOA will maintain and operate all detention facilities except to the extent expressly
set forth to the contrary in this Amendment.
(4) Buddy Hyes Boulevard. (formerly Throckmorton Boulevard). Developer
shall construct, as part of the roadway facilities, (i) a two-lane segment of Buddy Hayes Boulevard
Roadway Improvements running immediately adjacent to the PID Property and extending
approximately 350' south from the intersection of Rosamond Parkway to the north boundary of
the Property, and will commence construction of the Buddy Hayes Boulevard Roadway
Improvements on or before 180 days after the Amendment Effective Date and thereafter shall use
its good faith efforts to complete such construction on or before 730 days after the Amendment
Effective Date and in accordance with Exhibit C-3 and the construction plans approved by the
City.
(e) Screening, Landscaping, and EnMgys. On or before one hundred fifty (150) days
after final City acceptance of the Public Infrastructure for each phase of development, Developer
shall complete construction, in a good and workmanlike manner, of the landscaping, screening and
entryways for such phase in accordance with City Regulations. Said improvements shall thereafter
be maintained in good appearance and repair by the HOA.
(f) Park Improvements. Developer will cause the design and construction of the Park
Improvements within the Property, including, but not limited to, the following: shelter/shade
structures, playground picnic areas, seating areas/seat walls, secluded seating areas, 8' concrete
trails, 6' concrete paving areas, one or more small dog parks, one or more big dog parks, entry
signs, trail heads, parking (at least 70 spaces), underbrush to enhance view, undisturbed wooded
areas, and other features as generally shown as "OPTION B" in Exhibit C-1 (but excluding the
area labeled "HOA Open Space") at a minimum cost to Developer of $3,800,000.00 as shown in
Exhibit C-4 as "Park Improvements". Commencement of the design of the Park Improvements
shall occur concurrently with construction of the first phase of development of the PID Property
(currently estimated to be within four (4) months of the Effective Date) and
construction/installation of the Park Improvements shall be completed within 30 months of the
Amendment Effective Date. The Park Improvements shall be dedicated to the City upon City
approval of same and the City shall maintain and operate the Park Improvements at all times.
(g) Infrastructure Oversizin. Developer shall not be required to construct or fund any
Public Infrastructure so that it is oversized to provide a benefit to land outside the Property
("Oversized Public Infrastructure") unless, by the commencement of construction, the City has
made arrangements to finance the City's portion of the costs of construction attributable to the
oversizing required by the City from sources other than PID Bond Proceeds or Assessments (the
"City's Oversizing Contribution"). In this paragraph, "costs of construction attributable to the
oversizing" means the actual cost of the Oversized Public Infrastructure after subtracting the
FIRST AMENDMENT TO DEVELOPMENT AGREEMENT AND TO THE WOODS AT LINDSEY PLACE SUBDIVISION IMPROVEMENT AGREEMENT PAGE 14
estimated cost of infrastructure necessary to serve the PID Property without any oversizing. In the
event Developer constructs or causes the construction of any Oversized Public Infrastructure on
behalf of the City, the City shall be solely responsible for all costs of construction attributable to
the oversizing of the Oversized Public Infrastructure and the PID shall not be utilized for financing
such costs. To the extent that any Oversized Public Infrastructure constitutes a Roadway Capital
Improvement, Water Capital Improvement, or Wastewater Capital Improvement entitling
Developer to Impact Fee Credits under Section 18(1): (1) the portion of the costs of such Oversized
Public Infrastructure constituting a Roadway Capital Improvement, Water Capital Improvement
or Wastewater Capital Improvement shall be funded by Impact Fee Credits pursuant to Section
186); and (2) the City shall only be required to pay any part of the City's Oversized Contribution
that was not compensated by Impact Fee Credits and is applicable to the land served by the
oversizing.
(h) Mandatory Homeowners Association. As relates to the PID Property, Developer
will create a mandatory homeowner association ("HOA"), which HOA, whether one or more, shall
be required to levy and collect from home owners within the PID Property annual fees in an amount
calculated to maintain the open spaces, common areas, hike and bike trails located in common
areas, portions of which will be open to the public if they constitute Authorized Improvements,
right-of-way irrigation systems, raised medians and other right-of-way landscaping, and screening
walls within the PID Property, portions of such improvement being open to the public to the extent
they constitute Authorized Improvements. Common areas including but not limited to amenity
centers, swimming pools, water features, screening, landscaping, gardens, entrances to the PID
Property and right-of-way landscaping shall be maintained solely by the HOA. Maintenance of
public rights -of -way landscaping and screening by the HOA shall comply with City Regulations
and the HOA shall be subject to enforcement by the City. Notwithstanding the foregoing, the City
shall maintain the Park Improvements as defined herein, at its sole cost.
(i) Impact Fee Credits/Reimbursements, Park Credits.
(1) Roadway Capital Improvements. To the extent Developer constructs
roadway improvements to serve the PID Property shown on the City's Capital Improvements Plan
("Roadway Capital Improvements") the City agrees that Developer shall be entitled to Impact Fee
Credits or Reimbursements up to the full amount of the cost of said Roadway Capital
Improvements (the "Roadway Impact Fee Credits"). The Roadway Impact Fee Credits may only
be used to offset Roadway Impact Fees. The primary source of funding due to Developer from
the City as relates to the costs of the Roadway Capital Improvements (the "Roadway Capital
Improvements Costs") shall be in the form of Roadway Impact Fee Credits derived from the
Project even if the cumulative value of said credits is less than the Roadway Capital Improvements
Costs. Notwithstanding the foregoing, to the extent that a portion of the Roadway Capital
Improvements are allocable to the PID Property, such portion of the Roadway Capital
Improvements may constitute an Authorized Improvement and may first be funded through the
PID; provided, however that the combined total amount of such funding through the PID and
Roadway Impact Fee Credits shall not exceed the Roadway Capital Improvements Costs.
FIRST AMENDMENT TO DEVELOPMENT AGREEMENT AND TO THE WOODS AT LINDSEY PLACE SUBDIVISION IMPROVEMENT AGREEMENT PAGE 15
(2) Water Capital Improvements. The City acknowledges that the Off -Site
Water Improvements, which Developer is to construct to serve the PID Property are or shall be
reflected on the City's Capital Improvements Plan and constitute "Water Capital Improvements"".
The City agrees that Developer shall be entitled to Impact Fee Credits or Reimbursements up to
the full amount of the cost of said Water Capital Improvements (the "Water Impact Fee Credits").
The Water Impact Fee Credits may only be used to offset Water Impact Fees. The primary source
of funding due to Developer from the City as relates to the costs of the Water Capital
Improvements (the "Water Capital Improvements Costs") shall be in the form of Water Impact
Fee Credits derived from the Project even if the cumulative value of said credits is less than the
Water Capital Improvements Costs. Notwithstanding the foregoing, to the extent that a portion of
the Water Capital Improvements are allocable to the PID Property, such portion of the Water
Capital Improvements may constitute an Authorized Improvement and may first be funded through
the PID; provided, however that the combined total amount of such funding through the PID and
Water Impact Fee Credits shall not exceed the Water Capital Improvements Costs.
(3) Wastewater Capital Improvements. The City acknowledges that the Off -
Site Wastewater Improvements, which Developer is to construct to serve the PID Property are or
shall be reflected on the City's Capital Improvements Plan and constitute "Wastewater Capital
Improvements"". The City agrees that Developer shall be entitled to Impact Fee Credits or
Reimbursements up to the full amount of the cost of said Wastewater Capital Improvements (the
"Wastewater Impact Fee Credits"). The Wastewater Impact Fee Credits may only be used to offset
Wastewater Impact Fees. The primary source of funding due to Developer from the City as relates
to the costs of the Wastewater Capital Improvements (the "Wastewater Capital Improvements
Costs") shall be in the form of Wastewater Impact Fee Credits derived from the Project even if the
cumulative value of said credits is less than the Wastewater Capital Improvements Costs.
Notwithstanding the foregoing, to the extent that a portion of the Wastewater Capital
Improvements are allocable to the PID Property, such portion of the Wastewater Capital
Improvements may constitute an Authorized Improvement and may first be funded through the
PID; provided, however that the combined total amount of such funding through the PID and
Wastewater Impact Fee Credits shall not exceed the Wastewater Capital Improvements Costs.
(4) Park Improvements Credits. The City acknowledges that the Park
Improvements, which Developer is to construct to serve the PID Property meet the City's
requirements for park dedication and Park Development Fees that would otherwise be required to
be dedicated or paid by Developer in connection with the development of the Project. Developer
shall not be required to make any monetary payments to the City as relates to the Park
Improvements provided that Developer constructs the Park Improvements in full and in a good
and workmanlike condition and dedicates said improvements to the City in fee simple title in
accordance with the schedule contained in Section 18(f). If Developer should fail to timely
construct and dedicate the Park Improvements, then Developer shall be obligated to finish such
Park Improvements or to pay all park -related fees that would otherwise be paid under applicable
City Regulations as a condition to the City approving the final plat of the next phase of single
family home lots within the PID Property.
FIRST AMENDMENT TO DEVELOPMENT AGREEMENT AND TO THE WOODS AT LINDSEY PLACE SUBDIVISION IMPROVEMENT AGREEMENT PAGE 16
0) PID City Fee. Developer shall pay to the City the amount of the PID City Fee based
upon the number of residential lots in the applicable phase of development. No PID Bonds shall
be closed for any particular phase of development until said PID City Fee has been paid to the
City. The aggregate amount of the PID City Fee shall not exceed the amount established by the
City's PID Policy as of the date hereof, and shall not be refundable for any reason. The PID City
Fee shall not be reimbursable from Assessments or PID Bond Proceeds. The PID City Fee shall
not be increased, decreased or discounted for any reason, including without limitation a change in
the number of lots ultimately developed within the Project. For purposes of calculating the PID
City Fee for each phase of the Project, the number of lots for each phase shall be deemed to be as
follows regardless of any change in the number of lots ultimately developed within the Project:
Phase 1, 218 lots; Phase 2, 198 lots; Phase 3, 187 lots; Phase 4, 205 lots; and Phase 5, 143 lots.
(k) PID Creation Fee. Developer shall pay the City the PID Creation Fee within 30
days after the City completes creation of the PID by adopting the PID Resolution.
(1) Incorporation of Original Agreement and Subdivision Improvement Agreement;
Conflicts. In the event of any conflict between the Development Standards and the City
Regulations, the Development Standards shall control. In the event of any conflict between this
Amendment and any other agreement, ordinance, rule, regulation, standard, policy, order,
guideline or other City -adopted or City -enforced requirement, whether existing on the Amendment
Effective Date or hereinafter adopted, unless otherwise agreed by the Parties, this Amendment
shall control. The Subdivision Improvement Agreement and Original Agreement, including but
not limited to all exhibits are incorporated herein for all purposes except that in the event of a
conflict or inconsistency between this Amendment and the Original Agreement or the Subdivision
Improvement Agreement, this Amendment shall control to the extent of the conflict or
inconsistency.
SECTION 19
PID BONDS
(a) PID Bond Issuance. Subject to the satisfaction of conditions set forth in this section,
the City may issue PID Bonds solely for the purposes of acquiring or constructing Authorized
Improvements. Developer may request issuance of PID Bonds by filing with the City a list of the
Authorized Improvements to be funded with the PID Bonds and the estimated costs of such
Authorized Improvements. Developer acknowledges that the City may require at that time a
professional services agreement that obligates Developer to fund the costs of the City's
professionals relating to the preparation for and issuance of PID Bonds, which amount shall be
agreed to by the Parties and considered a cost payable from such PID Bonds. The issuance of PID
Bonds is subject to all of the following conditions.
(1) The City has evaluated and determined that there will be no negative impact
on the City's creditworthiness, bond rating, access to or cost of capital, or potential for liability.
(2) The City has determined that the PID Bonds assessment level, structure,
terms, conditions and timing of the issuance of the PID Bonds are reasonable for the Authorized
FIRST AMENDMENT TO DEVELOPMENT AGREEMENT AND TO THE WOODS AT LINDSEY PLACE SUBDIVISION IMPROVEMENT AGREEMENT PAGE 17
Improvements Cost to be financed and that there is sufficient security for the PID Bonds to be
creditworthy.
(3) All costs incurred by the City that are associated with the administration of
the PID shall be paid out of special assessment revenue levied against property within the PID.
City administration costs shall include without limitation those associated with continuing
disclosure, compliance with federal tax law, agent fees, staff time, regulatory reporting and legal
and financial reporting requirements.
(4) The adoption of a Service and Assessment Plan and an assessment
ordinance levying assessments on all or any portion of the PID Property benefitted by such
Authorized Improvements in amounts sufficient to pay all costs related to such PID Bonds.
(5) The City has formed and utilized its own financing team including, but not
limited to, bond counsel, financial advisor, PID Administrator, and underwriters related to the
issuance of PID Bonds and bond financing proceedings.
(6) The City has chosen its own continuing disclosure consultant. Any and all
costs incurred by these activities will be included in City administration costs recouped from
Assessments. The continuing disclosure will be divided into City disclosure and Developer
disclosure, and the City will not be responsible or liable for Developer disclosure but the City's
disclosures professional will be used for both disclosures.
(7) Unless otherwise agreed to by the City, the aggregate principal amount of
PID Bonds issued and to be issued shall not exceed $55,000,000.00.
(8) Each series of PID Bonds shall be in an amount estimated to be sufficient
to fund the Authorized Improvements or portions thereof for which such PID Bonds are being
issued.
(9) Delivery by Developer to the City of a certification or other evidence from
an independent appraiser acceptable to the City confirming that the special benefits conferred on
the properties being assessed for the Authorized Improvements increase the value of the PID
Property by an amount at least equal to the amount assessed against such property.
(10) Approval by the Texas Attorney General of the PID Bonds and registration
of the PID Bonds by the Comptroller of Public Accounts of the State of Texas.
(11) Developer is current on all taxes, assessments, fees and obligations to the
City including without limitation payment of Assessments.
(12) Developer is not in default under this Amendment or, with respect to the
PID Property, any other agreement to which Developer and the City are parties.
(13) No outstanding PID Bonds are in default and no reserve funds established
for outstanding PID Bonds have been drawn upon that have not been replenished.
FIRST AMENDMENT TO DEVELOPMENT AGREEMENT AND TO THE WOODS AT LINDSEY PLACE SUBDIVISION IMPROVEMENT AGREEMENT PAGE 18
(14) The Administrator has certified that the specified portions of the costs of
the Authorized Improvements to be paid from the proceeds of the PID Bonds are eligible to be
paid with the proceeds of such PID Bonds.
(15) The Authorized Improvements to be financed by the PID Bonds have been
or will be constructed according to the approved Development Standards imposed by this
Amendment including without limitation any applicable City Regulations.
(16) The City has determined that the amount of proposed PID assessments and
the structure, terms, conditions and timing of the issuance of the PID Bonds are reasonable for the
project costs to be financed and the degree of development activity within the PID, and that there
is sufficient security for the PID Bonds to be creditworthy.
(17) The maximum maturity for PID Bonds shall not exceed 30 years from the
date of delivery thereof.
(18) The final maturity for any PID Bonds shall be not later than 45 years from
the date of this Amendment.
(19) The City has determined that the PID Bonds meet all regulatory and legal
requirements applicable to the issuance of the PID Bonds.
(20) If the applicable portion of Authorized Improvements has not already been
constructed and to the extent PID Bond Proceeds are insufficient to fund such Authorized
Improvements Cost, Developer shall, at the time of closing the PID Bonds, fund or provide
evidence of funding sources (including, but not limited to a letter of credit or evidence of available
funds through a loan to Developer) sufficient to fund the difference between the Authorized
Improvements Costs and the PID Bond Proceeds available to fund such Authorized Improvements
Costs related to the applicable Authorized Improvement (without limiting any other provision, in
the event Developer does not or cannot provide such funding or evidence of funding sources, the
City shall not be required to sell such PID Bonds, and Developer shall reimburse the City for all
expenses and liabilities incurred by the City in connection with the proposed issuance of the PID
Bonds).
(21) No information regarding the City, including without limitation financial
information, shall be included in any offering document relating to PID Bonds without the consent
of the City.
(22) Developer agrees to provide periodic information and notices of material
events regarding Developer and Developer's development within the Project in accordance with
Securities and Exchange Commission Rule 15c2-12 and any continuing disclosure agreements
executed by Developer in connection with the issuance of PID Bonds.
(23) Developer is not in default under a Developer Continuing Disclosure
Agreement.
FIRST AMENDMENT TO DEVELOPMENT AGREEMENT AND TO THE WOODS AT LINDSEY PLACE SUBDIVISION IMPROVEMENT AGREEMENT PAGE 19
(24) The issuance of any Refunding Bonds, the amount of assessment necessary
to pay the Refunding Bonds shall not exceed the amount of the assessments that were levied to
pay the PID Bonds that are being refunded.
(25) Developer has completed and the City has accepted the Authorized
Improvements for any previous phase of development; and
(26) Developer and the City shall have entered into a PID reimbursement
agreement that provides for Developer's construction of certain Authorized Improvements and the
City's reimbursement to Developer of certain Authorized Improvements Cost.
(27) The City's Public Works Director determines that the Authorized
Improvements Cost shown on Exhibits C-2 to CA as updated and amended, are reasonable.
(28) Unless otherwise agreed to by the City, the proposed structure of the PID
Bond issuance does not materially conflict with the PID Financial Summary; provided that (i)
changes to lot mix in connection with a City -approved plat or plan, (ii) changes reflecting market
prices of lots or homes at the time such PID Bonds are issued and (iii) changes reflecting market
interest rates at the time of PID Bond issuance shall not be deemed material conflicts.
(29) Except for the first issuance of PID Bonds, the Park Improvements have
been completed by Developer and inspected and accepted by the City.
(30) The value to lien ratio of the Assessment shall not be less than 3:1; provided,
however, that the City Council may elect to deviate from this requirement by adoption of a
resolution stating its intent to do so. The appraised value of the portion of the Property in the
applicable phase to the par amount of PID Bonds issued with respect to such phase shall be
confirmed by an Independent Appraisal.
(31) The maximum tax equivalent assessment rate for the annual assessment
levy shall not exceed $0.78 per $100.00 of estimated value, as provided by the Developer and
confirmed by the City, without prior written consent of the City, in its sole discretion.
(b) Disclosure Information. Prior to the issuance of PID Bonds by the City, Developer
agrees to provide all relevant information, including financial information, that is reasonably
necessary in order to provide potential bond investors with a true and accurate offering document
for any PID Bonds. Developer agrees, represents, and warrants that any information provided by
Developer for inclusion in a disclosure document for an issue of PID Bonds will not, to
Developer's actual knowledge, contain any untrue statement of a material fact or omit any
statement of material fact required to be stated therein or necessary to make the statements made
therein, in light of the circumstances under which they were made, not misleading, and Developer
further agrees that it will provide a certification to such effect as of the date of the closing of any
PID Bonds.
(c) Tax Certificate. If, in connection with the issuance of the PID Bonds, the City is
required to deliver a federal tax certificate, a "no -arbitrage" certificate, or a certificate as to tax
FIRST AMENDMENT TO DEVELOPMENT AGREEMENT AND TO THE WOODS AT LINDSEY PLACE SUBDIVISION IMPROVEMENT AGREEMENT PAGE 20
exemption (in each case, a "Tax Certificate") to satisfy requirements of the IRC, Developer agrees
to provide, or cause to be provided, such facts and estimates as the City reasonably considers
necessary to enable it to execute and deliver its Tax Certificate. Developer represents that such
facts and estimates will be based on its reasonable expectations on the date of issuance of the PID
Bonds and will be, to the best of the knowledge of the officers of Developer providing such facts
and estimates, true, correct and complete as of such date. To the extent that it exercises control or
direction over the use or investment of the PID Bond Proceeds, including, but not limited to, the
use of the Authorized Improvements, Developer further agrees that it will not knowingly make, or
permit to be made, any use or investment of such funds that would cause any of the covenants or
agreements of the City contained in a Tax Certificate to be violated or that would otherwise have
an adverse effect on the tax-exempt status of the interest payable on the PID Bonds for federal
income tax purposes.
(d) The PID Reimbursement agreement required in Section 19(a) shall, among other
things, provide for the City's right to audit in substantially the following form:
"Right to Audit:
(i) The City shall have the right to audit, upon reasonable advance written
notice and at the City's own expense, records of the Developer with respect to the
expenditure of funds to pay Authorized Improvements Costs. Upon written request by the
City, the Developer shall give the City or its agent, access to those certain records
controlled by, or in the direct or indirect possession of, the Developer (other than records
subject to legitimate claims of attorney -client privilege) with respect to the expenditure of
Authorized Improvements Costs, and permit the City to review such records in connection
with conducting a reasonable audit of such fund and account. The Developer shall make
these records available to the City electronically or at the Developer's office during normal
business hours.
(ii) The City and the Developer shall reasonably cooperate with assigned
independent auditors (internal or external) in this regard, and shall retain and maintain all
of its records for at least two years after the date of completion of construction of such
Authorized Improvements. All audits must be diligently conducted and once begun, no
records pertaining to such audit shall be destroyed until such audit is completed."
SECTION 20
PAYMENT AND REIMBURSEMENT OF AUTHORIZED IMPROVEMENTS
(a) Improvement Account of the Project Fund and Developer Improvement Account.
The Improvement Accounts of the Project Fund and the Developer Improvement Account shall be
administered and controlled by the City and funds in the Improvement Account of the Project Fund
and the Developer Improvement Account shall be deposited and disbursed in accordance with the
terms of the respective Indenture.
FIRST AMENDMENT TO DEVELOPMENT AGREEMENT AND TO THE WOODS AT LINDSEY PLACE SUBDIVISION IMPROVEMENT AGREEMENT PAGE 21
(b) Cost Overrun. If the total Authorized Improvements Cost for any phase of
development exceeds the total amount of monies on deposit in the Improvement Account of the
Project Fund and the Developer Improvement Account (a "Cost Overrun"), Developer shall be
solely responsible for the Cost Overrun, except as provided in Section 20(c).
(c) Cost Underrun. Upon the final acceptance by City of an Authorized Improvement
and payment of all outstanding invoices for such Authorized Improvement, if the Actual Cost of
such Authorized Improvement is less than the Budgeted Cost (a "Cost Underrun"), any remaining
Budgeted Cost, to the extent available in the monies on deposit in the Improvement Account of
the Project Fund and the Developer Improvement Account, will be available to pay Cost Overruns
on any other Authorized Improvement or shall be used to reimburse Developer for Authorized
Improvements that Developer has funded and not been reimbursed. Upon request by Developer,
the City shall promptly confirm that such remaining amounts are available to pay such Cost
Overruns, and Developer and the City will agree how to use such moneys to secure the payment
and performance of the work for other Authorized Improvements.
SECTION 21
EVENTS OF DEFAULT; REMEDIES
(a) Events of Default. No Party shall be in default under this Amendment until notice
of the alleged failure of such Party to perform has been given in writing (which notice shall set
forth in reasonable detail the nature of the alleged failure) and until such Party has been given a
reasonable time to cure the alleged failure (such reasonable time to be determined based on the
nature of the alleged failure, but in no event more than thirty (30) days (or any longer time period
to the extent expressly stated in this Amendment as relates to a specific failure to perform) after
written notice of the alleged failure has been given. Notwithstanding the foregoing, no Party shall
be in default under this Amendment if, within the applicable cure period, the Party to whom the
notice was given begins performance and thereafter diligently and continuously pursues
performance until the alleged failure has been cured. A nondefaulting party may terminate this
Amendment by giving written notice of termination to the defaulting party only if the defaulting
party was previously given notice of such default in accordance with this section and failed to cure
the default within the applicable time period(s). A notice of termination is effective as of the date
the notice is deemed received under Section 23(m).
(b) Remedies. As compensation for the other party's default, an aggrieved Party is
limited to seeking specific performance of the other parry's obligations under this Amendment or
terminating this Amendment to the extent permitted under Section 21(a) or Section 21(c).
(c) Performance Window; Election to Terminate. In the event that, in connection with
the issuance of the initial series of PID Bonds, Developer does not satisfy all of its obligations
under its control pursuant to Section 19(a) applicable to the initial series of PID Bonds on or before
the 31st day of December 2024, neither Party shall thereafter be required to perform under this
Amendment and this Amendment will terminate. If this Amendment is terminated under this
section or is otherwise terminated early under Section 21(a), Developer must within 30 days of
such termination file or caused to be filed with the City an irrevocable petition by it as the owner
FIRST AMENDMENT TO DEVELOPMENT AGREEMENT AND TO THE WOODS AT LINDSEY PLACE SUBDIVISION IMPROVEMENT AGREEMENT PAGE 22
of the PID Property to dissolve the PID and shall thereafter promptly undertake any and all
reasonable actions to facilitate the dissolution of the PID. Notwithstanding any provision of this
Amendment, Developer's obligations regarding the dissolution of the PID in accordance with this
section shall survive such termination.
SECTION 22
ASSIGNMENT; ENCUMBRANCE
(a) Assignment. This Amendment shall be binding upon and inure to the benefit of the
successors and assigns of the Parties hereto. The obligations, requirements, or covenants to
develop the PID Property subject to this Amendment shall be freely assignable, in whole or in part,
to any affiliate or related entity of Developer, or any lienholder on the PID Property, without the
prior written consent of the City. Except as otherwise provided in this paragraph, the obligations,
requirements or covenants to the development of the PID Property shall not be assigned, in whole
or in part, by Developer to a non -affiliate or non -related entity of Developer without the prior
written consent of the City Manager, which consent shall not be unreasonably withheld or delayed
if the assignee demonstrates financial ability to perform. An assignee shall be considered a "Party"
for the purposes of this Amendment. Each assignment shall be in writing executed by Developer
and the assignee and shall obligate the assignee to be bound by this Amendment to the extent this
Amendment applies or relates to the obligations, rights, title, or interests being assigned. No
assignment by Developer shall release Developer from any liability that resulted from an act or
omission by Developer that occurred prior to the effective date of the assignment unless the City
approves the release in writing. Developer shall maintain written records of all assignments made
by Developer to assignees, including a copy of each executed assignment and, upon written request
from any Party or assignee, shall provide a copy of such records to the requesting Person, and this
obligation shall survive the assigning Parry's sale, assignment, transfer, or other conveyance of
any interest in this Amendment or the PID Property. Notwithstanding the foregoing, no assignment
of this Amendment or any rights of or receivables due Developer under this Amendment or any
other agreement relating to the PID may be made by Developer to any party or entity for the
purpose of or relating to the issuance of bonds or other obligations.
(b) Assignees as Parties. An Assignee authorized in accordance with this Amendment
and for which notice of assignment has been provided in accordance herewith shall be considered
a "Party" for the purposes of this Amendment. With the exception of. (a) the City, (b) an End User,
(c) a purchaser of a Fully Developed and Improved Lot, any Person upon becoming an owner of
land within the PID or upon obtaining an ownership interest in any part of the Property shall be
deemed to be a "Developer" and have all of the rights and obligations of Developer as set forth in
this Amendment and all related documents to the extent of said ownership or ownership interest.
(c) Third Party Beneficiaries. Except as otherwise provided herein, this Amendment
inures to the benefit of, and may only be enforced by, the Parties. No other Person shall have any
right, title, or interest under this Amendment or otherwise be deemed to be a third -party beneficiary
of this Amendment.
FIRST AMENDMENT TO DEVELOPMENT AGREEMENT AND TO THE WOODS AT LINDSEY PLACE SUBDIVISION IMPROVEMENT AGREEMENT PAGE 23
(d) Notice of Assignment. Subject to Section 22(a) of this Amendment, the following
requirements shall apply in the event that Developer sells, assigns, transfers, or otherwise conveys
the Property or any part thereof and/or any of its rights or benefits under this Amendment:
(i) Developer must provide written notice to the City to the extent required under Section 22(a);
(ii) said notice must describe the extent to which any rights or benefits under this Amendment will
be sold, assigned, transferred, or otherwise conveyed; (iii) said notice must state the name, mailing
address, telephone contact information, and, if known, email address, of the Person(s) that will
acquire any rights or benefits as a result of any such sale, assignment, transfer or other conveyance;
and (iv) said notice must be signed by a duly authorized Person representing Developer and a duly
authorized representative of the Person that will acquire any rights or benefits as a result of the
sale, assignment, transfer or other conveyance.
SECTION 23
RECORDATION AND ESTOPPEL CERTIFICATES
(a) Binding Obligations. This Amendment and all amendments thereto and
assignments hereof shall be recorded in the Real Property Records. This Amendment binds and
constitutes a covenant running with the PID Property and, upon the Amendment Effective Date,
is binding upon Developer and the City, and forms a part of any other requirements for
development within the PID Property. This Amendment, when recorded, shall be binding upon the
Parties and their successors and assigns as permitted by this Amendment and upon the PID
Property; however, this Amendment shall not be binding upon, and shall not constitute any
encumbrance to title as to, any End -Buyer of a Fully Developed and Improved Lot except for land
use and development regulations that apply to such lots.
(b) Estoppel Certificates. From time to time, upon written request of a Developer under
this Amendment, and upon the payment to the City of a $500.00 fee, the City Manager, or his/her
designee will, in his/her official capacity and to his/her reasonable knowledge and belief, execute
a written estoppel certificate identifying any obligations of a Developer under this Amendment
that are in default.
SECTION 24
GENERAL PROVISIONS
(a) Term. Unless otherwise extended by mutual agreement of the Parties, the term of
this Amendment shall be thirty (30) years after the Amendment Effective Date (the "Term"). Upon
expiration of the Term, the City shall have no obligations under this Amendment with the
exception of maintaining and operating the PID in accordance with the SAP and the Indenture.
(b) Public Infrastructure, Generally. Except as otherwise expressly provided for in this
Amendment, Developer shall provide all Public Infrastructure necessary to serve the Project,
including without limitation streets, utilities, drainage, sidewalks, trails, street lighting, street
signage, and all other required improvements, at no cost to the City except as provided herein, and
in accordance with City Regulations, and as approved by the City's Director of Public Works or
his/her designee. Developer shall cause the installation of such improvements within all applicable
FIRST AMENDMENT TO DEVELOPMEN"r AGREEMENT AND TO THE WOODS AT LINDSEY PLACE SUBDIVISION IMPROVEMENT AGREEMENT PAGE 24
time frames in accordance with the City Regulations unless otherwise approved herein. Developer
shall provide engineering studies, plan/profile sheets, and other construction documents at the time
of platting as required by City Regulations. Such plans shall be approved by the City's Director of
Public Works or his/her designee prior to approval of a final plat. Construction of any portion of
the Public Infrastructure shall not be initiated until a pre -construction conference that includes a
City representative has been held regarding the proposed construction and City has issued a written
notice to proceed.
(c) Maintenance Bonds. Developer shall execute or cause to be executed a valid
Maintenance Bond in accordance with applicable City Regulations that guarantees the costs of any
repairs which may become necessary to any part of the construction work performed in connection
with the Public Improvements, arising from defective workmanship or materials used therein, for
a full period of two years from the date of final acceptance of the Public Improvements constructed
under any such contract(s).
(d) Inspections, Acceptance of Public Infrastructure, and Developer's Remedy. The
City shall inspect, as required by City Regulations, the construction of all Authorized
Improvements and any Public Infrastructure necessary to support the proposed development within
the Property, including without limitation water, sanitary sewer, drainage, streets, park facilities,
electrical, and streetlights and signs. The City's inspections shall not release Developer from its
responsibility to construct or ensure the construction of adequate Authorized Improvements and
Public Infrastructure in accordance with approved engineering plans, construction plans, and other
approved plans related to development of the Property. Notwithstanding any provision of this
Amendment, it shall not be a breach or violation of this Amendment if the City withholds building
permits, certificates of occupancy, and/or City utility services as to any portion of the Property
until all required Public Infrastructure necessary to such portion is properly constructed according
to the approved engineering plans and City Regulations, and until such Public Infrastructure has
been dedicated to and accepted by the City. From and after the inspection and acceptance by the
City of the Public Infrastructure and any other dedications required under this Amendment, such
improvements and dedications shall be owned by the City. Developer's sole remedy for
nonperformance of this Amendment by the City shall be to seek specific performance and cost
reimbursements pursuant to the terms of this Amendment.
(e) Approval of Plats/Plans. Approval by the City, the City's engineer, or other City
employee or representative of any plans, designs, or specifications submitted by Developer
pursuant to this Amendment or pursuant to applicable City Regulations shall not constitute or be
deemed to be a release of the responsibility and liability of Developer, its engineers, employees,
officers, or agents for the accuracy and competency of their design and specifications. Further, any
such approvals shall not be deemed to be an assumption of such responsibility and liability by the
City for any defect in the design and specifications prepared by Developer or Developer's
engineers, or their respective officers, agents, servants or employees, it being the intent of the
Parties that approval by the City's Director of Public Works or his/her designee signifies approval
on only the general design concept of the improvements to be constructed.
FIRST AMENDMENT TO DEVELOPMENT AGREEMENT AND TO THE WOODS AT LINDSEY PLACE SUBDIVISION IMPROVEMENT AGREEMENT PAGE 25
(f) Insurance. Developer or its contractor(s) shall acquire and maintain, during the
period of time when any of the Public Infiastructure is under construction (and until the full and
final completion of the Public Infrastructure and acceptance thereof by the City): (a) workers
compensation insurance in the amount required by law; and (b) commercial general liability
insurance including personal injury liability, premises operations liability, and contractual liability,
covering, but not limited to, the liability assumed under any indemnification provisions of this
Amendment, with limits of liability for bodily injury, death and property damage of not less than
$1,000,000.00. Such insurance shall also cover any and all claims which might arise out of the
Public Infrastructure construction contracts, whether by Developer, a contractor, subcontractor,
material man, or otherwise. Coverage must be on a "per occurrence" basis. All such insurance
shall: (i) be issued by a carrier which is rated "A-1" or better by A.M. Best's Key Rating Guide
and licensed to do business in the State of Texas; and (ii) name the City as an additional insured
and contain a waiver of subrogation endorsement in favor of the City. Upon the execution of Public
Infrastructure construction contracts, Developer shall provide to the City certificates of insurance
evidencing such insurance coverage together with the declaration of such policies, along with the
endorsement naming the City as an additional insured. Each such policy shall provide that, at least
30 days prior to the cancellation, non -renewal or modification of the same, the City shall receive
written notice of such cancellation, non -renewal or modification.
(g) INDEMNIFICATION and HOLD HARMLESS. DEVELOPER, INCLUDING
ITS RESPECTIVE SUCCESSORS AND ASSIGNS, HEREBY COVENANT AND AGREE TO
RELEASE, DEFEND, HOLD HARMLESS, AND INDEMNIFY THE CITY AND ITS
OFFICIALS, OFFICERS, AGENTS, REPRESENTATIVES, SERVANTS AND EMPLOYEES
(COLLECTIVELY, THE "RELEASED PARTIES"), FROM AND AGAINST ALL THIRD -
PARTY CLAIMS, SUITS, JUDGMENTS, DAMAGES, AND DEMANDS AGAINST THE
CITY OR ANY OF THE RELEASED PARTIES, WHETHER REAL OR ASSERTED
INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEY' S FEES, RELATED
EXPENSES, EXPERT WITNESS FEES, CONSULTANT FEES, AND OTHER COSTS,
ARISING OUT OF THE NEGLIGENCE OR OTHER WRONGFUL CONDUCT OF
DEVELOPER, INCLUDING THE NEGLIGENCE OF ITS RESPECTIVE EMPLOYEES,
CONTRACTORS, SUBCONTRACTORS, MATERIAL MEN, AND/OR AGENTS, IN
CONNECTION WITH THE DESIGN OR CONSTRUCTION OF ANY PUBLIC
INFRASTRUCTURE, STRUCTURES, OR OTHER FACILITIES OR IMPROVEMENTS
THAT ARE REQUIRED OR PERMITTED UNDER THIS AMENDMENT (TOGETHER,
"CLAIMS"); AND IT IS EXPRESSLY UNDERSTOOD THAT SUCH CLAIMS SHALL,
EXCEPT AS MODIFIED BELOW, INCLUDE CLAIMS EVEN IF CAUSED BY THE
CITY'S OWN CONCURRENT NEGLIGENCE SUBJECT TO THE TERMS OF THIS
PARAGRAPH. DEVELOPER SHALL NOT, HOWEVER, BE REQUIRED TO
INDEMNIFY THE CITY AGAINST CLAIMS CAUSED BY THE CITY'S SOLE
NEGLIGENCE, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. IF THE CITY
INCURS CLAIMS THAT ARE CAUSED BY THE CONCURRENT NEGLIGENCE OF
DEVELOPER AND THE CITY, DEVELOPER'S INDEMNITY OBLIGATION WILL BE
LIMITED TO A FRACTION OF THE TOTAL CLAIMS EQUIVALENT TO DEVELOPER' S
OWN PERCENTAGE OF RESPONSIBILITY. DEVELOPER, INCLUDING ITS RESPECTIVE
FIRST AMENDMENT TO DEVELOPMENT AGREEMENT AND TO THE WOODS AT LINDSEY PLACE SUBDIVISION IMPROVEMENT AGREEMENT PAGE 26
SUCCESSORS AND ASSIGNS, FURTHER COVENANTS AND AGREES TO RELEASE,
DEFEND, HOLD HARMLESS, AND INDEMNIFY, THE CITY AGAINST ANY AND ALL
CLAIMS BY ANY PERSON CLAIMING AN OWNERSHIP INTEREST IN THE PROPERTY
PRIOR TO THE AMENDMENT EFFECTIVE DATE WHO HAS NOT SIGNED THIS
AMENDMENT IF SUCH CLAIMS RELATE IN ANY MANNER OR ARISE IN
CONNECTION WITH: (1) THE CITY' S RELIANCE UPON DEVELOPER'S
REPRESENTATIONS IN THIS AMENDMENT; (2) THIS AMENDMENT OR OWNERSHIP
OF THE PROPERTY; OR (3) THE CITY'S APPROVAL OF ANY TYPE OF DEVELOPMENT
APPLICATION OR SUBMISSION WITH RESPECT TO THE PROPERTY.
(h) Status of Parties. At no time shall the City have any control over or
charge/supervision of Developer's design, construction, installation or other work related to any
of the Public Infrastructure, nor the means, methods, techniques, sequences, or procedures utilized
for said design, construction, installation or other work. This Amendment does not create a joint
enterprise or venture or employment relationship between the City and Developer.
(i) Eminent Domain. Developer agrees to use commercially reasonable efforts to
obtain all third -party rights -of -way, consents, or easements, if any, required for the Public
Infrastructure. If, however, Developer is unable to obtain such third -party rights -of -way, consents,
or easements within ninety (90) days of commencing efforts to obtain the needed easements and
right-of-way, the City agrees to take reasonable steps to secure same (subject to City Council
authorization after a fording of public necessity) through the use of the City's power of eminent
domain. Developer shall be responsible for funding all reasonable and necessary legal
proceeding/litigation costs, attorney's fees and related expenses, and appraiser and expert witness
fees (collectively, "Eminent Domain Fees") actually incurred by the City in the exercise of its
eminent domain powers that for any reason are not funded by the PID Bond Proceeds and shall
escrow with a mutually agreed upon escrow agent the City's reasonably estimated Eminent
Domain Fees both in advance of the initiation of each eminent domain proceeding and as funds
are needed by the City. Provided that the escrow fund remains appropriately funded in accordance
with this Amendment, the City will use all reasonable efforts to expedite such condemnation
procedures so that the Public Infrastructure can be constructed as soon as reasonably practicable.
If the City's Eminent Domain Fees exceed the amount of funds escrowed in accordance with this
paragraph, Developer shall deposit additional funds as requested by the City into the escrow
account within ten (10) days after written notice from the City. Any unused escrow funds will be
refunded to Developer within thirty (30) days after any condemnation award or settlement
becomes final and non -appealable. Nothing in this section is intended to constitute a delegation of
the police powers or governmental authority of the City, and the City reserves the right, at all
times, to control its proceedings in eminent domain.
0) Payee Information. With respect to any and every type of payment/remittance due
to be paid at any time by the City to Developer after the Amendment Effective Date, the name and
delivery address of the payee for such payment shall be:
D. R. Horton — Texas, Ltd.
Attention: Mr. David Booth
FIRST AMENDMENT TO DEVELOPMENT AGREEMENT AND TO THE WOODS AT LINDSEY PLACE SUBDIVISION IMPROVEMENT AGREENIENT PAGE 27
4306 Miller Road
Rowlett, Texas
Developer may change the name of the payee and/or address set forth above by delivering written
notice to the City designating a new payee and/or address or through an assignment of Developer's
rights hereunder.
(k) Recitals. The recitals contained in this Amendment: (a) are true and correct as of
the Amendment Effective Date; (b) form the basis upon which the Parties negotiated and entered
into this Amendment; (c) reflect the final intent of the Parties with regard to the subject matter of
this Amendment; and (d) are fully incorporated into this Amendment for all purposes. In the event
it becomes necessary to interpret any provision of this Amendment, the intent of the Parties, as
evidenced by the recitals, shall be taken into consideration and, to the maximum extent possible,
given full effect. The Parties have relied upon the recitals as part of the consideration for entering
into this Amendment and, but for the intent of the Parties reflected by the recitals, would not have
entered into this Amendment.
(1) Acknowledgments. In negotiating and entering into this Amendment, the Parties
respectively acknowledge and understand that:
(1) Developer's obligations hereunder are primarily for the benefit of the
Property;
(2) the improvements to be constructed and the open space dedications and
donations of real property that Developer is obligated to set aside and/or dedicate under this
Amendment will benefit the Project by positively contributing to the enhanced nature thereof,
increasing property values within the Project, and encouraging investment in and the ultimate
development of the Project;
(3) Developer's consent and acceptance of this Amendment is not an exaction
or a concession demanded by the City, but is an undertaking of Developer's voluntary design to
ensure consistency, quality, and adequate public improvements that will benefit the Property;
(4) the Authorized Improvements will benefit the City and promote state and
local economic development, stimulate business and commercial activity in the City for the
development and diversification of the economy of the state, promote the development and
expansion of commerce in the state, and reduce unemployment or underemployment in the state;
and
(5) nothing contained in this Amendment shall be construed as creating or
intended to create a contractual obligation that controls, waives, or supplants the City Council's
legislative discretion or functions with respect to any matters not specifically addressed in this
Amendment.
FIRST AMENDMENT TO DEVELOPMENT AGREEMENT AND TO THE WOODS AT LINDSEY PLACE SUBDIVISION IMPROVEMENT AGREEMENT PAGE 28
(m) Notwithstanding Section 3 of the Original Agreement, any and all notices required
to be given by either of the parties hereto must be in writing and will be deemed delivered upon
personal service, if hand -delivered, or when mailed in the United States mail, certified, return
receipt requested, addressed as follows:
To City: City Manager
City of Anna
120 W. 7" Street
Anna, Texas 75409
To Developer: D.R. Horton — Texas, Ltd.
Attn: David Booth
4306 Miller Road
Rowlett, Texas 75088
With a copy to: D.R. Horton, Inc.
4306 Miller Road
Rowlett, Texas 75088
Attention: Jim Ilkenhans, Regional Council
The Parties may change their own addresses for notice by providing written notice of same in
accordance with this section.
(n) Interpretation. Each Party has been actively involved in negotiating and drafting
this Amendment. Accordingly, a rule of construction that any ambiguities are to be resolved
against the drafting Party will not apply to interpreting this Amendment. In the event of any dispute
over the meaning or application of any provision of this Amendment, the provision will be
interpreted fairly and reasonably and neither more strongly for nor against any Party, regardless of
which Party originally drafted the provision.
(o) Time. In this Amendment, time is of the essence and compliance with the times for
performance herein is required.
(p) Authority and Enforceability. The City represents and warrants that this
Amendment has been approved by official action by the City Council of the City in accordance
with all applicable public notice requirements (including, but not limited to, notices required by
the Texas Open Meetings Act) and that the individual executing this Amendment on behalf of the
City has been duly authorized to do so. Developer represents and warrants that this Amendment
has been approved by appropriate action of Developer, and that each individual executing this
Amendment on behalf of Developer has been duly authorized to do so. Each Party respectively
acknowledges and agrees that this Amendment is binding upon such Party and is enforceable
against such Party, in accordance with its terms and conditions.
FIRST AMENDMENT TO DEVELOPMENT AGREEMENT AND TO THE WOODS AT LINDSEY PLACE SUBDIVISION IMPROVEMENT AGREEMENT PAGE 29
(q) Amendment, Severability. This Amendment shall not be modified or amended
except in writing signed by the Parties. If any provision of this Amendment is determined by a
court of competent jurisdiction to be unenforceable for any reason, then: (a) such unenforceable
provision shall be deleted from this Amendment; (b) the unenforceable provision shall, to the
extent possible and upon mutual agreement of the Parties, be rewritten to be enforceable and to
give effect to the intent of the Parties; and (c) the remainder of this Amendment shall remain in
full force and effect and shall be interpreted to give effect to the intent of the Parties.
(r) Applicable Law, Venue. This Amendment is entered into pursuant to and is to be
construed and enforced in accordance with the laws of the State of Texas and all obligations of the
Parties are performable in Collin County. Exclusive venue for any action related to, arising out of,
or brought in connection with this Amendment shall be in a state district court in Collin County.
(s) Non Waiver. Any failure by a Party to insist upon performance by the other Party
of any material provision of this Amendment shall not be deemed a waiver thereof, and the Party
shall have the right at any time thereafter to insist upon strict performance of any and all provisions
of this Amendment. No provision of this Amendment may be waived except by writing signed by
the Party waiving such provision. Any waiver shall be limited to the specific purposes for which
it is given. No waiver by any Party of any term or condition of this Amendment shall be deemed
or construed to be a waiver of any other term or condition or subsequent waiver of the same term
or condition.
(t) Counterparts. This Amendment may be executed in any number of counterparts,
each of which shall be deemed an original and constitute one and the same instrument.
(u) Exhibits. The following exhibits are attached to this Amendment and are
incorporated herein for all purposes:
Exhibit A
The Property
Exhibit B
The PID Property
Exhibit C-1
Park Improvements
Exhibit C-2
Water, Sewer and Drainage Improvements
Exhibit C-3
Roadway, including Buddy Hayes Boulevard Roadway Improvements
Exhibit C-4
Budgeted Costs of Authorized Improvements by Phase
Exhibit C-5
Representative House Elevations
Exhibit C-6
Home Buyer Disclosure Program
Exhibit C-7
Landowner Agreement
Exhibit C-8
PID Financial Summary
(v) Force Majeure. Each Party shall use good faith, due diligence and reasonable care
in the performance of its respective obligations under this Amendment, and time shall be of the
essence in such performance; however, in the event a Party is unable, due to force majeure, to
perform its obligations under this Amendment, then the obligations affected by the force majeure
shall be temporarily suspended. Within ten (10) business days after the occurrence of a force
majeure, the Party claiming the right to temporarily suspend its performance, shall give written
notice to all the Parties, including a detailed explanation of the force majeure and a description of
FIRST AMENDMENT TO DEVELOPMENT AGREEMENT AND TO THE WOODS AT LINDSEY PLACE SUBDIVISION IMPROVEMENT AGREEMENT PAGE 30
the action that will be taken to remedy the force majeure and resume full performance at the earliest
possible time. The term "force majeure" shall include events or circumstances that are not within
the reasonable control of the Party whose performance is suspended and that could not have been
avoided by such Party with the good faith exercise of good faith, due diligence and reasonable
care. A Party that has claimed the right to temporarily suspend its performance under this section
shall provide written reports to the other Parry at least once every week detailing: (i) the extent to
which the force majeure event or circumstance continues to prevent the Parry's performance; (ii)
all of the measures being employed to regain the ability to fully perform; and (iii) the projected
date upon which the Party will be able to resume full performance.
(w) Complete Agreement. This Amendment embodies the entire agreement between
the Parties and cannot be varied or terminated except as set forth in this Amendment, or by written
agreement of the Parties expressly amending the terms of this Amendment.
[Signature page(s) follow.]
FIRST AMENDMENT TO DEVELOPMENT AGREEMENT AND TO THE WOODS AT LINDSEY PLACE SUBDIVISION IMPROVEMENT AGREEMENT PAGE 31
CITY OF ANNA, ;TE;XA;;;
By:
Nate Pike, kayor
IN WITNESS WHEREOF:
STATE OF TEXAS
COUNTY OF COLLIN
Before me, the undersigned notary public, on the �_".-day of 2023, appeared
Nate Pike, known to me (or proved to me) to be the person whose name 1s subscribed to the
foregoing instrument, and acknowledged to me that he executed the same in his capacity as Mayor
of the City of Anna, Texas.
�'t� __°a"'v JEOVANNA RUBIO
oary tPublic State of Texas ' Nocary Public, scare of texas
' S'9i�'�` Comm. Expires 10-03-2026
-....+�:
%o,°l„o Notary ID 133995676
FIRST AMENDMENT TO DEVELOPMENT AGREEMENT AND TO' THE WOODS AT LINDSEY PLACE SUBDIVISION IMPROVEMENT AGREEMENT PAGE 32
DEVELOPER:
D.R. HORTON — TEXAS, LTD., a Texas limited partnership
By: D.R. Horton, Inc.
a Delaware c oration, its au rize ent
By:
. 0 ZDavid L. Booth, its Assistant Vice President
IN WITNESS WHEREOF:
STATE OF TEXAS
COUNTY OF DALLAS
Before me, the undersigned notary public, on the � day of (L023, appeared
David L. Booth known to me (or proved to me) to be the person whose name is subscribed to the
foregoing instrument, and acknowledged and verified under oath to me that he/she executed the
same in his/her capacity as Assistant Vice President of D.R. HORTON, Inc., a Delaware
corporation, in its capacity as authorized agent and general partner of D.R. HORTON — TEXAS,
Ltd., a Texas limited partnership.
Notary ublic, State of Texas
�• c� KAREN WILLIAMS
c`T ��;. Notary ID #125155758
Y` �� 7 My Commission20Z5res
+h. �.�* February 7,
MST AMENDMENT TO DEVELOPMENT AGREEMENT AND TO THE WOODS AT LINDSEY PLACE SUBDIVISION IMPROVEMENT AGREEMENT PAGE33
EXHIBIT A
THE PROPERTY
EXHIBIT 1 - page 1 of 3
FIELD DESCRIPTION:
BEING a tract of land situated In the Town of Anne, Collin County, Texas, a part of Eli
Witt Survey, Abstract No. 997, being all of a called 159.619 acre tract of land described
in a Special Warranty Deed to LHJH Properties, Ltd., recorded in Instrument No.
20061003001424600, Official Public Records, Collin County, Texas (O.P.R.C.C.T),
being part of a called 159.819 acre tract of land described in a Special Warranty Deed
to LHJH Properties, Ltd., recorded in Instrument No. 20061003001424640,
(O.P.R.C.C.T) and being more particularly described as follows:
BEGINNING at a five -eighths inch iron rod with yellow plastic cap that Is Illegible found
at the southeast comer of said 159.819 acre tract of land (20061003001424600), said
iron rod being at the northeast caner of a called 226.62 acre tract of land described In a
Warranty Deed to QJR Partnership, Ltd. recorded In Volume 5106, Page 2380,
O.P.R.C.C.T and said Iron rod being in the west line of a called 50.00 acre tract of land
described In a Special Warranty Deed to Kayasa Holdings, LLC, recorded In Instrument
No. 201908007000946750, (O.P.R.C.C.T);
THENCE South 89 degrees 28 minutes 48 seconds West, a distance of 2.984.87 feet
along the south line of said 159.819 acre tract of land (20061003001424600) and along
the north line of said 226.62 acre tract of land to a one-half inch Iron rod with yellow
plastic cap stamped'BOHLER ENG" (hereinafter called "iron rod set') at the southwest
comer of said 159.819 acre tract of land (20061003001424600), sold Iron rod being at
the northwest comer of said 226.62 acre tract of land and said iron rod being in the east
line of a called 17.863 acre tract of land described in a Special Warranty Deed to Anna
18. LLC, recorded In Instrument No. 20161020001423440, (O.P.R.C.C.T);
THENCE North 01 degrees 07 minutes 28 seconds West, a distance of 272.50 feet
along the west line of said 159.819 acre tract of land (20061003001424600) and along
the east line of said 17.863 acre tract of land to a one-half inch Iron rod found at the
northeast corner of said 17.863 acre tract of land and said Iron rod being at the most
southerly southeast comer of a called 555.801 acre tract of land, described as Tract B
In a Special Warranty Deed to Risland Mantua, LLC, recorded In Instrument No.
20180625000783630,(O.P.R.C.C.T);
THENCE North 00 degrees 33 minutes 39 seconds West, a distance of 4,656.06 feet
along the most southerly east line of said 555.801 acre tract of land to a one-half Inch
Iron rod found at the most westerly northwest corner of said 169.819 acre tract of land
(20061003001424640);
THENCE South 86 degrees 39 minutes 03 seconds East, a distance of 774.75 feet
along the most westerly north line of said 159.819 acre tract of land
(20061003001424640) and along a south line of said 555.801 acre tract of land to a
one-half inch Iron rod found for 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;
EXHIBIT A
THE PROPERTY
EXHIBIT 1 - page 2 of 3
THENCE South 89 degrees 10 minutes 24 seconds East, a distance of 1,018.92 feet
over and across said 159.819 acre tract of land (20061003001424640) to a one-half
inch iron rod set in the east line of said 159.819 acre tract of land
(20061003001424640), said iron rod being at the southwest 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;
THENCE South 89 degrees 16 minutes 53 seconds East, a distance of 111.06 feet
along a north line of said 159.819 acre tract of land (20061003001424640) and along
the south line of said 83.36 acre tract of land to a one-half Inch Iron rod set at the most
easterly northeast comer of said 159.819 acre tract of land (20061003001424640), said
Iron rod being at the northwest comer of a called 95.468 acre tract of land described in
a Warranty Deed to JY & KC, LLC, recorded in Instrument No. 20170608000746940,
(O.P.R.C.C.T), from which a mag nail found at the northeast comer of said 95.468 acre
tract of land bears South 89 degrees 16 minutes 24 seconds East, a distance of
1,497.23 feet and South 88 degrees 45 minutes 18 seconds East, a distance of 189.34
feet, sold Iron rod being In or near the centerline of County Road No. 371;
THENCE along the east line of said 159.819 acre tract of land (20061003001424640)
and along the west line of said 95.468 acre tract of land as follows:
South 01 degrees 16 minutes 44 seconds East, a distance of 1,185.56 feet to a
one-half inch iron rod with yellow cap stamped "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 95.468
acre tract of land;
THENCE North 88 degrees 32 minutes 52 seconds East, a distance of 966.83 feet
along a north line of said 159.819 acre tract of land (20061003001424640) and along
the most westerly south line of sold 95.468 acre tract of land to a one-half Inch Iron rod
with yellow cap stamped "JBI" found at the most easterly northeast comer of said
159.819 acre tract of land (20061003001424640);
THENCE South 00 degrees 44 minutes 46 seconds East, a distance of 210.76 feet
along the most southerly west line of said 95.468 acre tract of land to a one-half Inch
Iron rod found at the southeast comer of said 159.819 acre tract of land
(20061003001424640), said Iron rod being at the northeast comer of said 159.819 acre
tract of land (20061003001424600);
THENCE along the east line of said 159.819 acre tract of land (20061003001424600)
as follows:
EXHIBIT A
THE PROPERTY
EXHIBIT 1 - page 3 of 3
South 00 degrees 31 minutes 53 seconds East, passing at a distance of 555.09
feet a one-half Inch Iron rod with cap stamped "3700" found at the most southerly
southwest comer of said 95.468 acre tract of land, continuing in all a distance of
1,241.10 feet to a one-half Inch iron rod with yellow cap stamped "JBI" found for
corner;
South 72 degrees 46 minutes 12 seconds East, a distance of 140.70 feet to a
one-half inch iron rod with yellow cap that is Illegible found at the northwest
comer of a called 59.534 acre tract of land described Warranty Deed to Jonic
Investments, LLC, recorded in Instrument No. 20150605000666010,
(O.P.R.C.C.T);
South 01 degrees 14 minutes 22 seconds West, a distance of 1,112.98 feet to
the POINT OF BEGINNING and containing 11,978,895 square feet or 275.00
acres.
EXHIBIT B
THE PID PROPERTY
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
Vlfitt 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 alive -eighths inch Iron rod with
yellow
of landtic casaidpronat Is rod Ibecniglatthe
found at the southeast comer of said 275.00 acre t
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, (0.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 rod with
yellow plastic cap stamped °BOHLER ENG" set (hereinafter called "iron rod set") 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 00 degrees 34 minutes 00 seconds West, a distance of 385.03 feet to a
point for corner;
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
of 790.00 feet! afttangentof 22 25 central
angle of 03 degrees 13 minutes 35 seconds, a radius
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,
THENCE North 00 degrees 33 minutes 39 seconds West, a distance of 652.43 feet to a
point for corner;
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 corner,
THENCE North 00 degrees 33 minutes 39 seconds West, a distance of 526.78 feet to a
point for corner,
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 of2.04 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;
~) 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 corner 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 corner;
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 corner,
THENCE South 26 degrees 24 minutes 07 seconds East, a distance of 56.52 feet to a
point for corner,
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 corner,
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 corner,
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 corner,
THENCE North 89 degrees 28 minutes 48 seconds East, a distance of 501.05 feet to a
point for corner,
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
60.98 feet to the POINT OF BEGINNING and containing 8,625,128 square feet or
198.006 acres.
EXIIIBIT C-1
Park Improvements
7.7
EXHIBITC-1 PARK MASTER PLAN -OPTION
L
p.vc.w
O w*+nuua,nw..
p rmw.,
O�
O�
Om
p.nvcmvmaa
JBI
EXHIBIT C-2
Water, Sewer and Drainage
n
�J 6uA0r/4K9mw.
BOHLERI EXHIBIT C-2: SANITARY SEWER IMPROVEMENTS
.. ANNA, TEXAS �-
EXHIBIT C-2
Water, Sewer and Drainage
BOHLERO
EXHIBIT C-2: DRAINAGE IMPROVEMENTS
u
ANNA, TEXAS
EXHIBIT C-2
Water, Sewer and Drainage
Ili
11 _
\
-1 1 .LLLiu uI
r 11
!.(. xmrxsreselw. '
BOHLERI EXHIBIT C-Z• DRAINAGE IMPROVEMENTS
u
=p ANNA, TEXAS
EXHIBIT C-2
Water, Sewer and Drainage
r T.
BOHLERO EXHIBIT C-2: DRAINAGE IMPROVEMENTS - —
ANNA, TEXAS
EXHIBIT C-2
Water, Sewer and Drainage
9
BOHLERI EXHIBIT C-2: MASTER IMPROVEMENTS -
ROSAMOND PKWY DRAINAGE U
='=�+ ANNA, TEXAS
EXHIBIT C-2
Water, Sewer and Drainage
l ! r
1
1
1
1
BOHLER// EXHIBIT C-2: MASTER IMPROVEMENTS - OFFSITEAND
_ ROSAMOND PKWY IMPROVEMENTS
ANNA, TEXAS
EXHIBIT C-2
Water, Sewer and Drainage
i
-J
BOHLER// EXHIBIT C-2. MASTER IMPROVEMENTS - OFFSITE AND —'--
ROSAMOND PKWY IMPROVEMENTS
°Y�.ANNA, TEXAS
EXHIBIT C-2
Water, Sewer and Drainage
I
-. 1
___ -,__
BOHLERi EXHIBIT C-2: MASTER IMPROVEMENTS - OFFSITE AND --
_ ROSAMOND PKWY IMPROVEMENTS
s
�• ANNA. TEXAS
EXHIBIT C-3
Roadway, including Buddy Hayes Parkway
�r
II
rrxcusavvxwr
I - -
--- -
I
I I i
I. I r•
-
yii
mmriurrtawwr � (.
BOHLER// EXHIBIT C-3.- ROADWAY IMPROVEMENTS, INCLUDING BUDDY
HAYES ROADWAY IMPROVEMENTS,
-.°° ""'� •• v ANNA, TEXAS
EXHIBIT C-3
Roadway, including Buddy Hayes Parkway
BOHLER9 EXHIBIT G3: MASTER IMPROVEMENT -
ROSAMOND PKWY & BUDDY HAYES BLVD s
-mmm= ANNA, TEXAS
EXHIBIT C-4
Budgeted Cost of Authorized Improvements by Phase
EXHIBIT C-4 - BUDGETED COSTS OF AUTHORIZED IMPROVEMENTS BY PHASE
PubOc
PH 1
1
PH 2A
PH 2B
PH 3
PH 4
PH 5
TOTAL
EROSION CONTROL
S S7,000
$ 28,000
$ 36,S00
$ 48,S00
$ 54,500
$ 33,000
$ 257,500
EXCAVATION
$ 162,500
$ 82,140
$ 100,360
$ 143,450
$ 531,672
$ 102,140
$ 1,122,262
SANITARY SEWER
$ 1,053,228
S 398,015
$ 623,703
$ 762,243
$ 807,271
S 524,170
S 4,267,630
STORM SEWER SYSTEM
$ 2,771,838
S 768,431
$ 663,424
S 1,138,437
S 2,993,773
$ 750,856
$ 7,086,759
WATER OISTRUBUTION SYSTEM
$ 1,123,596
$ 434,194
$ 1,049,489
$ 1,024,144
$ 1,030,347
$ 533,002
$ 5,194,772
STREET PAVING
$ 1,772,441
$ 1,016,323
$ 2,259,449
S 1,505,870
S 2,094,235
$ 993,19S
$ 9,631,513
MI EXCAVATION
S 622,616
S -
$ -
$ -
S -
S -
$ 612,616
MI SANITARY SEWER
$ 1,212,374
$ -
$ -
$ -
$ -
$ -
$ 1,212,374
MI STORM SEWER SYSTEM
$ 1,136,739
$ -
$
S -
$ -
$ -
$ 1,136,739
MI WATER DISTRUBUTION SYSTEM
S 758,402
$ -
S -
S -
$ -
$ -
$ 758,402
MI STREET PAVING
S 1,4S0,080
$ -
S -
S -
$ -
$ -
$ 1,450,080
STREET LIGHTS
$ 66,0D0
$ 24,000
S 42,000
$ 42,00D
$ 42,000
S 27,000
S 243,000
RETAINING WALLS
S -
$ -
$ -
S
$ -
$ -
$ -
LANDSCAPING
$
$ -
$ -
$ -
$ -
$ -
S -
ELECTRIC
$ -
$ -
$ -
$ -
$ -
$
$ -
SCREENING/HARDSCAPE
$ -
$ -
$ -
S -
$ -
$ -
$ -
AMENITY CENTER
S -
$ -
$ -
$ -
$ -
$ -
$ -
LOT EXCAVATION / LOT BENCHING
S -
$ -
S -
$ -
$ -
$ -
$ -
EXCAVATION / PAD MOISTURE COND.
$ -
$ -
$ -
$ -
$ -
$ -
$ -
CLUSTER MAILBOX UNITS
$ -
$ -
$ -
$ -
$ -
S -
$ -
PARK IMPROVEMENTS
$ 3,BW,000
$ -
$ -
$ -
$
$ -
$ 3,800,000
SUB -TOTAL
$ 14,976,814
$ 2,751,303
S 4,774,925
$ 4,663,644
$ 6,S43,798
$ 2,963,363
$ 36,673,647
ENGINEERING
$ 1,097,021
S 175,000
$ 285,000
$ 459,010
$ 778,876
$ 330,OD0
$ 3,124,907
CONTINGENCY
S 1,376,292 S
275,110
$ 349,863
$ 478,369
$ 933,948
$ 296,336
$ 3,709,818
PID CREATION COST
$ 3DD,000 $
-
$ -
$ -
$ -
$ -
$ 300,000
PID FINANCING COST
$ 4,362,507
$ 800,303
$ 1,352,447
$ 1,400,256
$ 2,064,155
$ 897,425
$ 10,877,093
TOTAL
1 $ 22,112,5341 $ 4,001,517 $
6,762,2351 $ 7,001,279 $ 10,320,7771
$ 4,487,1241 $ 54,685,465
EXHIBIT C-5
Representative House Elevations
D-R-HOR10N' 1A
Prices, plans, features, options and co -broke am subject to change without notice. Additional restrictions may apple. Squom
footagesamapproximate. Model homes include upgrades that map be mailablefor an additional charge. Options and upgrades
(such as patio covers, from porches, and stone options) shown require an additional charge. Images am architect renderings
and may differ from home as built Plans am subject to availability and feasibility•. Please see a sales mpmsemtatil for mom
infornmtion. a M'1vrt.arot
EXHIBIT C-5
Representative House Elevations
D-R-HORHJN" c2IV '144,O6
Prices, plans, features, options and co-broka are subject to change without nonce. Additional resMctiou may apply. Squaw
footagesareapprosimate. Modelhomes include upgrades that maybe arailableforan additionalcharge. Optionsandupgradv
(such as Pono coven, Ire orchas, and stone option) shoum require an additional charge. Imo as are architect randerin8s
�
and may differ from home as built Plans are subject to asnilability and feasibility. Please see a salaz represemative for maw WAMMn
igformation. twaatsazwj& OMI
EXHIBIT C-5
Representative House Elevations
D-R-HOR 10N" �z!a�v�o3
Awea��S &"mVer
Elevation
Prices, plans, fwa ms, options and co -broke an subject to change eithom notice. Additional restrictions may apph•. Square
foofagesamappmmmate. Nadelhomes include upgrades that may be arailableforan additional charge. Optionsandupgradcs w_
(such as patio coven, frontporch¢s, and stone options) shorn require an additional charge. Imago am architect rwtd¢rings
and map dtffv fmm hams as built. Plans am subject to availabilip• and feasibility. Please se¢ a sales mpmentatnv Jor morn eour_ sc
information. drvee/1mzw2m OR4FNRY
EXHIBIT C-5
Representative House Elevations
D-R-HORTON
Elevation
60
npormanan. s.aninz.o�Ka
&ot,,142oY
EXHIBIT C-5
Representative House Elevations
s
D R HO P&n-dP�2,9
Elevation
Cd
Elevation
66
a -
plans, features, options and co -brake are subject to change without notice. Additional restrictions may apple. Square
r are approximate. Model homes include upgrades that may be available for an additional charge. Options and up -
(such as patio corers, front porches, and stone options) shown require an additional charge. Images are architect
cgs for representational purposes only and map difjerfmm home built (such as but not limited to stone options, brick
roof pitches, x indous, landscaping, sidexniks and driveways). Plans are subject to arailobilin• and f tosibilin•. Pleasc ,W
EXHIBIT C-5
Representative House Elevations
D-R-HOKfON e
ft�stercc�+-� �' ui<der�
Elevation
a
Elevation
OW
Prices,
footages am approximate. Model homes include upgrades that maybe available jar an additional charge. Options and up-
grades (such as patio covers, front patches, and stone options) shown require an additional charge. Imager are architect
renderings for representational purpoms only and may dif7er frnm home built (such as but not limited to storto options, brick e�
options, roofpitcher, windows, landscaping, sidewalks and drimaways). Plans amsubject to availability and feasibtltp. Please
EXHIBIT C-5
Representative House Elevations
D-R-HORRIN °
�1ff6i'lI'Li-�% �G6G�G'N
Elevation
a
Elevation
J'&it-J�29
Prices, plans, features, options and co -broke ate subject to change without notice. Additional restrictions may apple. Square
/ootaga am approximate. Model homes include upgrades that may be available for an additional charge. Options and up-
grades (such as patio corers, front porches, and stone options) shorn require an additional charge. Images am architect
renderings for representational purposes only and may differfrom home built (such as bun not limited to stone options, brick
options, roof pitches, n indmrs, landscaping, sidex alks and driree ays). Plans are subject to a•ailabilin• andfoosibilin•. Please
EXHIBIT C-5
Representative House Elevations
D•R•HOUMN' JP&tV,)*-jj
f�,y,�rka's gccila�er
Elevation
_41
Elevation
6D
Prices,
footage
(such a
and m t
ilform01109. d 1005117,0140
EXMBII' C-5
Representative House Elevations
D-R•HOMN °
ftHtet�tfa: ,�uila�er�
r+l
E'7.. —4:
Pric
fool
(sac
and
infocmaean. x-OMaa7.4)
,&,,va*, 05
EXHIBIT C-6
Home Buyer Disclosure Program
HOME BUYER DISCLOSURE PROGRAM
The Developer (as defined in the Service and Assessment Plan) shall facilitate notice to prospective
homebuyers in accordance the following notices. Developer shall monitor the enforcement of the following
minimum requirements:
1. Record notice of the special assessment district in the appropriate land records for the
property.
2. Require builders to include notice of the special assessment district in addendum to
contract.
3. Collect a copy of the addendum signed by each buyer from builders and provide to the
City.
4. Require signage indicating that the property for sale is located in a special assessment
district and require that such signage be located in conspicuous places in all model homes.
5. Prepare and provide to builders an overview of the District for those builders to include in
each sales packet.
6. Notify builders who estimate monthly ownership costs of the requirement that they must
include special taxes in estimated property taxes.
7. Notify Settlement Companies through the builders that they are required to include special
taxes on HUD 1 forms and include in total estimated taxes for the purpose of setting up tax
escrows.
8. Include notice of the special assessment district in the homeowner association documents
in conspicuous bold font.
The disclosure program shall be monitored by the Developer.
EXHIBIT C-7
Landowner Agreement
LANDOWNER AGREEMENT
This LANDOWNER AGREEMENT (the "Agreement"), is entered into as of
, among the City of Anna, Texas (the " '), a home -rule municipality of the State
of Texas (the "State"), and , a Texas (the "Landowner").
RF.C'TTAT.4-
WHEREAS, capitalized terms used but not defined herein shall have the meanings given to them
in the Service and Assessment Plan (as defined herein); and
WHEREAS, Landowner owns the Assessed Property described by a metes and bounds description
attached as Exhibit L-1 to this Agreement and which is incorporated herein for all purposes, comprising
all of the non-exempt, privately -owned land described in Exhibit L-1 (the "Landowner Parcel") which is
coterminous with the Sherley Tract Public Improvement District (the "District") in the City; and
WHEREAS, the City Council has adopted an assessment ordinance (including all exhibits and
attachments thereto, the "Assessment Ordinance") for the Authorized Improvements and the Sherley Tract
Public Improvement District Service and Assessment Plan (as updated and amended, the "Service and
Assessment Plan") and which is incorporated herein for all purposes, and has levied an assessment on the
Assessed Property in the District that will be used for the payment of certain infrastructure improvements
and to pay the costs of constructing the Authorized Improvements that will benefit the Assessed Property;
and
WHEREAS, the Declaration of Covenants, Conditions and Restrictions attached to this Agreement
as Exhibit L-2 and which are incorporated herein for all purposes includes the statutory notification
required by Texas Property Code, Section 5.014, as amended, to be provided by the seller of residential
property that is located in a public improvement district established under Chapter 372 of the Texas Local
Government Code, as amended (the "PID Act"), to the purchaser.
NOW, THEREFORE, for and in consideration of the mutual promises, covenants, obligations
and benefits hereinafter set forth, the City and the Landowner hereby contract, covenant and agree as
follows:
DEFINITIONS; APPROVAL OF AGREEMENTS
Definitions. Capitalized terms used but not defined herein (including each exhibit hereto) shall
have the meanings ascribed to them in the Service and Assessment Plan.
Affirmation of Recitals. The findings set forth in the Recitals of this Agreement are hereby
incorporated as the official findings of the City Council.
EXHIBIT C-7
Landowner Agreement
I.
AGREEMENTS OF LANDOWNER
A. Affirmation and Acceptance of Agreements and Findings of Benefit. Landowner hereby
ratifies, confirms, accepts, agrees to, and approves:
(i) the creation and boundaries of the District, and the boundaries of the Landowner's
Parcel which are coterminous with the District, all as shown on Exhibit L-1, and the location and
development of the Authorized Improvements on the Landowner Parcel and on the property within
the District;
(ii) the determinations and findings as to the benefits by the City Council in the Service
and Assessment Plan and the Assessment Ordinance; and
(iii) the Assessment Ordinance and the Service and Assessment Plan.
B. Acceptance and Approval of Assessments and Lien on Property. Landowner consents to,
agrees to, acknowledges and accepts the following:
(i) each Assessment levied by the City on the Assessed Property within the District
(the "Assessments"), as shown on the assessment roll attached as Appendix _ to the Service and
Assessment Plan (the "Assessment Roll");
(ii) the Authorized Improvements specially benefit the District, and the Landowner's
Parcel, in an amount at least equal to the Assessment levied on the Landowner's Parcel within the
District, as such Assessment is shown on the Assessment Roll;
(iii) each Assessment is final, conclusive and binding upon Landowner and any
subsequent owner of the Assessed Property, regardless of whether such landowner may be required
to prepay a portion of, or the entirety of, such Assessment upon the occurrence of a mandatory
prepayment event as provided in the Service and Assessment Plan;
(iv) the obligation to pay the Assessment levied on the Assessed Property owned by it
when due and in the amount required by and stated in the Service and Assessment Plan and the
Assessment Ordinance;
(v) each Assessment or reassessment, with interest, the expense of collection, and
reasonable attorney's fees, if incurred, is a first and prior lien against the Assessed Property,
superior to all other liens and monetary claims except liens or monetary claims for state, county,
school district, or municipal ad valorem taxes, and is a personal liability of and charge against the
owner of the Assessed Property regardless of whether such owner is named;
EXHIBIT C-7
Landowner Agreement
(vi) the Assessment lien on the Assessed Property is a lien and covenant that runs with
the land and is effective from the date of the Assessment Ordinance and continues until the
Assessment is paid and may be enforced by the governing body of the City in the same manner that
an ad valorem tax lien against real property may be enforced by the City;
(vii) delinquent installments of the Assessment shall incur and accrue interest, penalties,
and attorney's fees as provided in the PID Act;
(viii) the owner of an Assessed Property may pay at any time the entire Assessment,
with interest that has accrued on the Assessment, on any parcel in the Landowner Parcel;
(ix) the Annual Installments of the Assessments (as defined in the Service and
Assessment Plan and Assessment Roll) may be adjusted, decreased and extended; and, the assessed
parties shall be obligated to pay their respective revised amounts of the Annual Installments, when
due, and without the necessity of further action, assessments or reassessments by the City, the same
as though they were expressly set forth herein; and
(x) Landowner has received, or hereby waives, all notices required to be provided to
it under Texas law, including the PID Act, prior to the Effective Date (defined herein).
C. Mandatory Prepayment of Assessments. Landowner agrees and acknowledges that
Landowner or subsequent landowners may have an obligation to prepay an Assessment upon the occurrence
of a mandatory prepayment event, at the sole discretion of the City and as provided in the Service and
Assessment Plan, as amended and updated.
D. Notice of Assessments. Landowner further agrees as follows:
(i) the Declaration of Covenants, Conditions and Restrictions in the form attached
hereto as Exhibit L-2 shall be terms, conditions and provisions running with the Landowner Parcel
and shall be recorded (the contents of which shall be consistent with the Assessment Ordinance and
the Service and Assessment Plan as reasonably determined by the City), in the records of the
County Clerk of Collin County, as a lien and encumbrance against such Assessed Property, and
Landowner hereby authorizes the City to so record such documents against the Assessed Property
owned by Landowner;
(ii) in the event of any subdivision, sale, transfer or other conveyance by the
Landowner of the right, title or interest of the Landowner in the Landowner's Parcel or any part
thereof, the Landowner's Parcel, or any such part thereof, shall continue to be bound by all of the
terms, conditions and provisions of such Declaration of Covenants, Conditions and Restrictions
and any purchaser, transferee or other subsequent owner shall take such Assessed Property subject
to all of the terms, conditions and provisions of such Declaration of Covenants, Conditions and
Restrictions; and
EXHIBIT C-7
Landowner Agreement
(iii) Landowner shall comply with, and shall contractually obligate (and, upon the
City's request, promptly provide written evidence of such contractual provisions to the City) any
party who purchases any Assessed Property owned by Landowner, or any portion thereof, for the
purpose of constructing residential properties that are eligible for "homestead" designations under
State law, to comply with, the Homebuyer Education Program described on Exhibit L-3 to this
Agreement. Such compliance obligation shall terminate as to each Lot if, and when, (i) a final
certificate of occupancy for a residential unit on such Lot is issued by the City, and (ii) there is a
sale of a Lot to an individual homebuyer, it being the intent of the undersigned that the Homebuyer
Education Program shall apply only to a commercial builder who is in the business of constructing
and/or selling residences to individual home buyers (a "Builder") but not to subsequent sales of
such residence and Lot by an individual home buyer after the initial sale by a Builder.
Notwithstanding the provisions of this section, upon the Landowner's request and the City's
consent, in the City's sole and absolute discretion, the Declaration of Covenants, Conditions and
Restrictions may be included with other written restrictions running with the land on property within the
District, provided they contain all the material provisions and provide the same material notice to
prospective property owners as does the document attached as Exhibit L-2.
II.
OWNERSHIP AND CONSTRUCTION OF
AUTHORIZED IMPROVEMENTS
A. Ownership and Transfer of Authorized Improvements. Landowner acknowledges that the
portion of the Authorized Improvements benefitting the Landowner Parcel and the land (or easements, as
applicable) needed therefor shall be owned by the City as constructed and/or conveyed to the City and
Landowner will execute such conveyances and/or dedications of public rights of way and easements as may
be reasonably required to evidence such ownership, as generally described on the current plats of the
property within the District.
B. Grant of Easement and License, Construction of Authorized Improvements.
(i) Any subsequent owner of the Assessed Property shall, upon the request of the City
or Landowner, grant and convey to the City or Landowner and its contractors, materialmen and
workmen a temporary license and/or easement, as appropriate, to construct the Authorized
Improvements on the Landowner Parcel within the District, to stage on the Landowner Parcel
within the District construction trailers, building materials and equipment to be used in connection
with such construction of the Authorized Improvements and for passage and use over and across
parts of the property within the District as shall be reasonably necessary during the construction of
the Authorized Improvements. Any subsequent owner of an Assessed Property may require that
each contractor constructing the Authorized Improvements cause such owner of the Assessed
Property to be indemnified and/or named as an additional insured under liability insurance
reasonably acceptable to such owner of the Assessed Property. The right to use and enjoy any
easement and license provided above shall continue until the construction of the Authorized
EXHIBIT C-7
Landowner Agreement
Improvements is complete; provided, however, any such license or easement shall automatically
terminate upon the recording of the final plat for the Landowner's Parcel in the real property records
of Collin County, Texas.
(ii) Landowner hereby agrees that any right or condition imposed by the Improvement
Agreement, or other agreement, with respect to the Assessment has been satisfied, and that
Landowner shall not have any rights or remedies against the City under the Sherley Tract
Subdivision Improvement Agreement, or other agreement, with respect to the Assessments has
been satisfied, and that Landowner shall not have any rights or remedies against the City under any
law or principles of equity concerning the Assessments, with respect to the formation of the District,
approval of the Service and Assessment Plan and the City's levy and collection of the Assessments.
III.
COVENANTS AND WARRANTIES; MISCELLANEOUS
A. Special Covenants and Warranties of Landowner.
Landowner represents and warrants to the City as follows:
(i) Landowner is duly organized, validly existing and, as applicable, in good standing
under the laws of the state of its organization and has the full right, power and authority to enter
into this Agreement, and to perform all the obligations required to be performed by Landowner
hereunder.
(ii) This Agreement has been duly and validly executed and delivered by, and on
behalf of, Landowner and, assuming the due authorization, execution and delivery thereof by and
on behalf of the City and the Landowner, constitutes a valid, binding and enforceable obligation of
such party enforceable in accordance with its terms. This representation and warranty are qualified
to the extent the enforceability of this Agreement may be limited by applicable bankruptcy,
insolvency, moratorium, reorganization or other similar laws of general application affecting the
rights of creditors in general.
(iii) Neither the execution and delivery hereof, nor the taking of any actions
contemplated hereby, will conflict with or result in a breach of any of the provisions of, or constitute
a default, event of default or event creating a right of acceleration, termination or cancellation of
any obligation under, any instrument, note, mortgage, contract, judgment, order, award, decree or
other agreement or restriction to which Landowner is a party, or by which Landowner or
Landowner's Parcel is otherwise bound.
(iv) Landowner is, subject to all matters of record in the Collin County, Texas Real
Property Records, the sole owner of the Landowner's Parcel.
(v) The Landowner's Parcel owned by Landowner is not subject to, or encumbered
by, any covenant, lien, encumbrance or agreement which would prohibit (i) the creation of the
EXHIBIT C-7
Landowner Agreement
District, (ii) the levy of the Assessments, or (iii) the construction of the Authorized Improvements
on those portions of the property within the District which are to be owned by the City, as generally
described on the current plats of the property within the District (or, if subject to any such
prohibition, the approval or consent of all necessary parties thereto has been obtained).
(vi) Landowner covenants and agrees to execute any and all documents necessary,
appropriate or incidental to the purposes of this Agreement, as long as such documents are
consistent with this Agreement and do not create additional liability of any type to, or reduce the
rights of, such Landowner by virtue of execution thereof.
B. Waiver of Claims Concerning Authorized Improvements. The Landowner, with full
knowledge of the provisions, and the rights thereof pursuant to such provisions, of applicable law, waives
any claims against the City and its successors, assigns and agents, pertaining to the installation of the
Authorized Improvements.
C. Notices.
Any notice or other communication to be given to the City or Landowner under this Agreement
shall be given by delivering the same in writing to:
To the City: City of Anna, Texas
Attn: City Manager
120 W. Seventh St.
Anna, Texas 75409
With a copy to: Wolfe, Tidwell & McCoy, LLP
Attn: Clark McCoy
2591 Dallas Parkway, Suite 300
Frisco, Texas 75034
To the Developer:
Any notice sent under this Agreement (except as otherwise expressly required) shall be written and
will be deemed delivered upon personal service, if hand -delivered, or when mailed in the United
States mail, certified, return receipt requested.
Each recipient may change its address by written notice in accordance with this section. Any
communication addressed and mailed in accordance with this provision shall be deemed to be given when
so mailed, any notice so sent by electronic or facsimile transmission shall be deemed to be given when
receipt of such transmission is acknowledged, and any communication so delivered in person shall be
deemed to be given when receipted for, or actually received by, the addressee.
D. Parties in Interest.
EXHIBIT C-7
Landowner Agreement
This Agreement is made solely for the benefit of the City and the Landowner and is not assignable,
except, in the case of Landowner, in connection with the sale or disposition of all or substantially all of the
parcels which constitute the Landowner's Parcel. However, the parties expressly agree and acknowledge
that the City, the Landowner, each current owner of any parcel which constitutes the Landowner's Parcel,
and the holders of or trustee for any bonds secured by Assessment Revenues of the City or any part thereof
to finance the costs of the Authorized Improvements, are express beneficiaries of this Agreement and shall
be entitled to pursue any and all remedies at law or in equity to enforce the obligations of the parties hereto.
This Agreement shall be recorded in the real property records of Collin County, Texas.
E. Amendments.
This Agreement may be amended only by written instrument executed by the City and the
Landowner. No termination or amendment shall be effective until a written instrument setting forth the
terms thereof has been executed by the then -current owners of the property within the District and recorded
in the Real Property Records of Collin County, Texas.
F. Effective Date.
This Agreement shall become and be effective (the "Effective Date") upon the date of final
execution by the latter of the City and the Landowner and shall be valid and enforceable on said date and
thereafter.
G. Estoppels.
Within 10 days after written request from a party hereto, the other party shall provide a written
certification, indicating whether this Agreement remains in effect as to an Assessed Property, and whether
any party is then in default hereunder.
H. Termination.
This Agreement shall terminate and be of no further force and effect as to the Assessed Property
upon payment in full of the Assessment(s) against such Assessed Property.
[Signature pages to follow]
EXHIBIT C-7
Landowner Agreement
[Signature Page Landowner Agreement]
EXECUTED by the City and Landowner on the Effective Date.
Date:
CITY OF ANNA, TEXAS
Mayor
STATE OF TEXAS §
COUNTY OF COLLIN §
This instrument was acknowledged before me on the _ day of 20 by ,
Mayor of the City of Anna, Texas on behalf of said City.
(SEAL)
Notary Public, State of Texas
Name printed or typed
Commission Expires:
Date:
STATE OF TEXAS
COUNTY OF
EXHIBIT C-7
Landowner Agreement
LANDOWNER
a Texas ,
By:
41
its manager
This instrument was acknowledged before me on the _ day of 201 by
in his capacity as of ,
known to be the person whose name is subscribed to the foregoing instrument, and that he executed the
same on behalf of and as the act of of
Notary Public, State of Texas
My Commission Expires:
EXHIBIT C-7
Landowner Agreement
LANDOWNER AGREEMENT - EXHIBIT L-1
METES AND BOUNDS DESCRIPTION OF LANDOWNER PARCEL
EXHIBIT C-7
Landowner Agreement
LANDOWNER AGREEMENT - EXHIBIT L-2
DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS
This DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS (as
it may be amended from time to time, this "Declaration") is made as of by
a Texas (the "Landowner").
RECITALS:
A. The Landowner holds record title to that portion of the real property located in Collin County,
Texas, which is described in the attached Exhibit I (the "Landowner's Parcel").
B. The City Council of the City of Anna (the "City Council") upon a petition requesting the
establishment of a public improvement district covering the property within the District to be
known as the Sherley Tract Public Improvement District (the "District") by the then current owners
of 100% of the appraised value of the taxable real property and 100% of the area of all taxable real
property within the area requested to be included in the District created such District, in accordance
with the Public Improvement District Assessment Act, Chapter 372, Texas Local Government
Code, as amended (the "PID Act").
C. The City Council has adopted an assessment ordinance to levy assessments for certain public
improvements (including all exhibits and attachments thereto, the "Assessment Ordinance") and
the Service and Assessment Plan included as an exhibit to the Assessment Ordinance (as amended
from time to time, the "Service and Assessment Plan"), and has levied the assessments (the
"Assessments") on property in the District.
D. The statutory notification required by Texas Property Code, Section 5.014, as amended, to be
provided by the seller of residential property that is located in a public improvement district
established under Chapter 372 of the Texas Local Government Code, as amended, to the purchaser,
is incorporated into this Declaration.
DECLARATIONS:
NOW, THEREFORE, the Landowner hereby declares that the Landowner's Parcel is and shall be
subject to, and hereby imposes on the Landowner's Parcel, the following covenants, conditions and
restrictions:
1. Acceptance and Approval of Assessments and Lien on Property:
(a) Landowner accepts each Assessment levied on the Landowner's Parcel owned by such
Landowner.
(b) The Assessment (including any reassessment, the expense of collection, and reasonable
attorney's fees, if incurred) is (a) a first and prior lien (the "Assessment Lien") against the
property assessed, superior to all other liens or claims except for liens or claims for state,
county, school district or municipality ad valorem property taxes whether now or hereafter
payable, and (b) a personal liability of and charge against the owners of the property to the
extent of their ownership regardless of whether the owners are named. The Assessment
Lien is effective from the date of the Assessment Ordinance until the Assessments are paid
and may be enforced by the City in the same manner as an ad valorem property tax levied
EXHIBIT C-7
Landowner Agreement
against real property that may be enforced by the City. The owner of any assessed property
may pay, at any time, the entire Assessment levied against any such property. Foreclosure
of an ad valorem property tax lien on property within the District will not extinguish the
Assessment or any unpaid but not yet due Annual Installments of the Assessment, and will
not accelerate the due date for any unpaid and not yet due Annual Installments of the
Assessment.
It is the clear intention of all parties to this Declaration, that the Assessments,
including any Annual Installments of the Assessments (as such Annual Installments may
be adjusted, decreased or extended), are covenants that run with the Landowner's Parcel
and specifically binds the Landowner, its successors and assigns.
In the event of delinquency in the payment of any Annual Installment of the
Assessment, the City is empowered to order institution of an action in district court to
foreclose the related Assessment Lien, to enforce personal liability against the owner of
the real property for the Assessment, or both. In such action the real property subject to
the delinquent Assessment may be sold at judicial foreclosure sale for the amount of such
delinquent property taxes and Assessment, plus penalties, interest and costs of collection.
2. Landowner or any subsequent owner of the Landowner's Parcel waives:
(a) any and all defects, irregularities, illegalities or deficiencies in the proceedings establishing
the District and levying and collecting the Assessments or the annual installments of the
Assessments;
(b) any and all notices and time periods provided by the PID Act including, but not limited to,
notice of the establishment of the District and notice of public hearings regarding the levy
of Assessments by the City Council concerning the Assessments;
(c) any and all defects, irregularities, illegalities or deficiencies in, or in the adoption of, the
Assessment Ordinance by the City Council;
(d) any and all actions and defenses against the adoption or amendment of the Service and
Assessment Plan, the City's finding of a `special benefit' pursuant to the PID Act and the
Service and Assessment Plan, and the levy of the Assessments; and
(e) any right to object to the legality of any of the Assessments or the Service and Assessment
Plan or to any of the previous proceedings connected therewith which occurred prior to, or
upon, the City Council's levy of the Assessments.
3. Amendments: This Declaration may be terminated or amended only by a document duly
executed and acknowledged by the then -current owner(s) of the Landowner's Parcel and the City.
No such termination or amendment shall be effective until a written instrument setting forth the
terms thereof has been executed by the parties by whom approval is required as set forth above and
recorded in the real Property Records of Collin County, Texas.
4. Third Party Beneficiary: The City is a third -party beneficiary to this Declaration and may enforce
the terms hereof.
EXHIBIT C-7
Landowner Agreement
5. Notice to Subsequent Purchasers: Upon the sale of a dwelling unit within the District, the
purchaser of such property shall be provided a written notice that reads substantially similar to the
following:
TEXAS PROPERTY CODE SECTION 5.014
NOTICE OF OBLIGATION TO PAY PUBLIC IMPROVEMENT DISTRICT
ASSESSMENT TO THE CITY OF ANNA, COLLIN COUNTY, TEXAS CONCERNING THE
PROPERTY AT [Street Address]
As the purchaser of this parcel of real property, you are obligated to pay an assessment to the City
of Anna, Texas, for improvement projects undertaken by a public improvement district under Chapter 372
of the Texas Local Government Code, as amended. The assessment may be due in periodic installments.
The amount of the assessment against your property may be paid in full at any time together with interest
to the date of payment. If you do not pay the assessment in full, it will be due and payable in annual
installments (including interest and collection costs). More information concerning the amount of the
assessment and the due dates of that assessment may be obtained from the City of Anna, 120 W. Seventh
St., Anna, Texas 75409.
Your failure to pay the assessment or the annual installments could result in a lien and in the
foreclosure of your property.
Signature of Purchaser(s)
Date:
The seller shall deliver this notice to the purchaser before the effective date of an executory
contract binding the purchaser to purchase the property. The notice may be given separately, as part of
the contract during negotiations, or as part of any other notice the seller delivers to the purchaser. If the
notice is included as part of the executory contract or another notice, the title of the notice prescribed by
this section, the references to the street address and date in the notice, and the purchaser's signature on
the notice may be omitted.
EXECUTED by the undersigned on the date set forth below to be effective as of the date first above written.
EXHIBIT C-7
Landowner Agreement
LANDOWNER
a Texas
0
STATE OF TEXAS
COUNTY OF
its manager
This instrument was acknowledged before me on the _ day of 20 , by
in his capacity as of , known
to be the person whose name is subscribed to the foregoing instrument, and that he executed the same on
behalf of and as the act of of
My Commission Expires:
Notary Public, State of Texas
Exhibit I (Legal Description)
EXHIBIT C-7
Landowner Agreement
LANDOWNER AGREEMENT - EXHIBIT L-3
HOMEBUYER EDUCATION PROGRAM
As used in this Exhibit L-3, the recorded Notice of the Authorization and Establishment of the Sherley
Tract Public Improvement District and the Declaration of Covenants, Conditions and Restrictions in
Exhibit L-2 of this Agreement are referred to as the "Recorded Notices."
1. Any Landowner who is a Builder shall attach the Recorded Notices and the final Assessment Roll
for such Assessed Property (or if the Assessment Roll is not available for such Assessed Property, then a
schedule showing the maximum 30 year payment for such Assessed Property) as an addendum to any
residential homebuyer's contract.
2. Any Landowner who is a Builder shall provide evidence of compliance with Paragraph 1 above,
signed by such residential homebuyer, to the City, upon the City's request.
3. Any Landowner who is a Builder shall prominently display signage in its model homes, if any,
substantially in the form of the Recorded Notices.
4. If prepared and provided by the City, any Landowner who is a Builder shall distribute informational
brochures about the existence and effect of the District in prospective homebuyer sales packets.
5. Any Landowner who is a Builder shall include Assessments in estimated property taxes, if such
Builder estimates monthly ownership costs for prospective homebuyers.
EXHIBIT C-S
PID Financial Summary
City of Anna, Texas DRAFT for discussion Purposes only
The Woods at Undsey Place Public Improvement District
PROPOSED DEVELOPMEWPLAN
TOTALTNE WOODS AT LINDSEY PLACE IMPROVEMENT
Expected
Expected
Expected
Expected
Finished lot
Build Out
Finished
Build Out
Category
No. of Units
Unit Value
Unit Value
lots Value
Value
TNs
91
5 45,000
$ 250,000
$ 4,095,000
$ 22,750,000
SF 40'
367
52,000
285,000
19,084,000
104,595,000
SF SO
388
65,000
325,000
25,220,000
126,100,000
SF 60'
105
78,000
375,WO
8,190,000
39,375,000
951
$ 56,589,000
$ 292,820,000
Single Family Unit Weighted Average_ .............................
$59,505
$307,907
Notes:
Information proYided by the Developer on 10/26/22. Subject to change. No Inflation.
Hilltop Smolties Inc. Page 1 of 5 1/18/2023
EXHIBIT C-8
PID Financial Summary
City of Anna, Texas DRAFT for dis<u,°i°n purp°ses only
The Woods at Lindsey Place Public Improvement District
PROJECT DEBT CAPACITYSUMMARY- NO INFLATION
TOTAL
PID BONDS
SOURCES OF FUNDS
Estimated Par Amount of Bonds
$
28,396,000
Total Estimated Sources of Funds
$
28,396,000
USES OF FUNDS
Estimated Project Fund (Bond Proceeds PID Projects)
$
23,521,962
Capitalized Interest Fund"'
-
Debt Service Reserve Fundl'I
2,034,438
Financing Costs & Admin Fees(3)
2,839,600
Total Estimated Uses of Funds
$
28,396,000
Expected Value -to -Lien per Parcel at Bond Issuance14) 1.99x
Assumed Bond Interest Rate1sl 5.74%
Average Annual Installment as Tax Rate Equivalent $0.7798
Tenn of Bonds 30 years
Number of Benefited Units 951
PID Assessment per Benefited Unit $29,859
Project Funds per Benefited Unit $24,734
City PID Fee per SF Unit161 ($3,400)
Net Project Funds per Benefited Unit $21,334
Notes:
(1) Assumes no use of capitalized interest, subject to change. Use of Cap -I reduces project funds
generated through bond proceeds.
(2) Assumes to be the maximum annual debt service payment. Not to exceed maximum annual
debt service payment, 125%of average annual debt service payment or 10%of bond proceeds.
(3) Assumed to be 10%of par amount for illustration and discussion purposes only. Subject to change
(4) Assumes no appraisal discounts for illustration purposes only. Subject to change.
(5) For discussion and illustration purposes only, subject to change.
(6) $3,400 PID Fee per benefited unit as per Development Agreement; total of 53,233,400.
Hilltop Securities Inc. Page 2 of 5 1/18/2023
EXHIBIT C-8
PID Financial Summary
City of Anna, Texas DRAFT I., siuusiwn puw", only
The Wood. at Lindsay Place Public Improvement District
City of Anna
Collin County
Collin County Community College District
Anna Independent School District
Total Tax Rate
Avg. Annual Installment as a Tax Rate Equivalent/Levy"'
Total Overlapping Tax Rate Equivalent/Levy plus Special Assessment
Tax
Tax
Tax
Tax
2022
Levy on
Levy on
Levy on
Levy on
Tax
$250,000
$2851000
$325,000
$375,000
Rate
Tovmhome
40'Home
Sty Home
60•Home
$ 05398
$ 1,349.38
$ 1,539.29
$ 1,754.19
$ 2,024.06
0.1524
38L11
434.46
495.44
571.%
0.0812
203.06
231.48
263.97
304.58
14429
3,607.25
4,112.27
4,689.43
5,410.88
$ 22163
$ 5,540.79
$ 6,316.50
$ 7,203.02
$ 8,311.18
$ Q] $ 1,949.62 $ 2.222.56 $ 2,534.50 $ 2,924,43
$ 2.9%2 $ 7,490.40 5 8,539.06 $ 9,737.53 $ 11,235.61
(1) Inclusive of principal, interest, additonal interest and admin levies. Targeted Avg. Annual Installment as Tax Rate Equivalent/Levy $0.78 per $100.
Hilltop Securities Inc. page 3 of 5 1/18/2023
EXHIBIT C-8
PH) Financial Summary
CM oSMro,Teus a.Fr l>mm;mswsne. mry
The Woods at LW M Nam Publit Improvement District
P®9mFL60F8IWKm-NOIMUNON
PID80ndt
1Orpl Levy
Fpoltbnpl
BDro
Interest
Npnbintnrx
TOTAL
T. Nutt
Year
poo i al
Innres<t'i
Lerypl
leyel'I
lEW
F4viv41ent
I
5 3n,000
5 1,629,930 5
141,9W
5 135,000
5 2283.910
5 O.MW
2
39?.M
I,608,N1
24.095
137.0
L283.0%
0.779E
3
40,000
1,M5.W3
13IL110
140,454
2283.06E
0,7797
4
443p00
I.M.452
136,015
14%M3
U81230
Mu"
5
468.000
1.536.024
133.800
246,128
2283.%2
a79W
6
494,N0
1.".161
131.4W
I49,051
E28102
0.N99
E
S ,=
1. 8 .BDS
12k M
IS2,032
U93M7
0.7799
e
551,m00
1,4WU2
226.3W
155.073
L283295
0.7798
9
S 2.=
1.419,215
1N.6N
IM174
22MH
a7797
10
616AM
I.➢BSp28
2M,715
16037
L28L861
a7m
11
651A
I,➢W,450
117ASS
1283b49
a7m
I2
68MAN
I.3D.W2
114,1M
167.956
2283.318
a7
23
M.M
1273,591
I1Dw
171.M
2283.741
on"
14
7M.00D
123Lp
It1E,300
174,63E
LN3.741
a77W
15
8I4,000
1,187,(06
103,4W
IMM
2.ffi3.1%
a7797
lb
%2,OW
1.140,88E
W.360
UL02
228L953
a781D
17
91L000
1.091.404
95,070
185.326
2283.Nq
a7799
19
%SAN
1,039,055
W sio
189p33
LnM97
a7799
19
IXL000
983,6W
M,685
192,813
L283,162
a7797
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217.139
1283.261
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1281741
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11)Ra an baroestnot of574% for doa Oon OINDre+ onh. mrb o:t W dM .
12)l,, n a105%olnasGMnB DCMs.
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Kam, Secumrcs D1t. P42e 4 de 5 1/18/20M
EXHIBIT C-8
PID Financial Summary
City of Anna, Texas DI AFT Im eiuvssion Pmposn M,
The Woods at Undsey Place Public Improvement District
PROJECT IMPACT ON THE CITY (AD VALOREM PROPERTY TAXES) - NO INFLATION
At2022Rote
At 2022 Rate
Average
Average
City Taxes
City Taxes
Build Out
Build Out
Generated
Generated
No.of Units
Unit Value
Total Value
per Unit
at Build Out
Proposed TH and SF Homes 951
$307.%7
$292,820,0W
$1,662
$2,580,496
proposed
Proposed
Average
Average
Average
Average
PIDAssessment
PID Assessment
Build Out
Build Out
Annual Installment
Annual Installment
No. of Units
Unit Value
Total Value
per Unit
at Build Out
Proposed TH and SF Homes 951
$307,907
$292,820,000
$2A01
$2,283,548
Hilltop Securities Inc. Pace 5 of 5 1/18/2023
CITY OF ANNA, TEXAS
RESOLUTIONNO. X23-0I-13W
A RESOLUTION OF THE CITY OF ANNA, TEXAS APPROVING A FIRST AMENDMENT
TO DEVELOPMENT AGREEMENT AND TO THE WOODS AT LINDSEY PLACE
SUBDIVISION IMPROVEMENT AGREEMENT
WHEREAS, in order to provide for the orderly development of certain land within the Anna city limits,
the City Council of the City of Anna, Texas (the "City Council") desires to adopt and enter into the First
Amendment to Development Agreement and to The Woods at Lindsey Place Subdivision Improvement
Agreement (the "Amendment")
NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
ANNA, TEXAS, THAT:
Section 1. Recitals Incorporated.
The recitals above are incorporated herein as if set forth in full for all purposes.
Section 2. Approval of the Amendment
The City Council hereby approves the Amendment, a copy of which is attached hereto as Exhibit A.
PASSED AND APPROVED by the City Council of the City of Anna, Texas, on this 241' day of
January 2023.
ATTEST:
Secretary, Carrie L. Land ... S fJ� # Mayor, Nate Pike
1913
Collin County
Honorable Stacey Kemp
Collin County Clerk
Instrument Number: 2023000008072
Real Property
f1AT1:411a]tA1=1►11
Recorded On: January 26, 2023 03:02 PM
Number of Pages: 85
" Examined and Charged as Follows: "
Total Recording: $358.00
*********** 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:
Document Number:
Receipt Number:
2023000008072
20230126000469
Recorded Date/Time: January 26, 2023 03:02 PM
User:
Station:
Dwayne K
Station 11
Record and Return To:
CN1\Ai19WAMI I
120 W 7TH ST
ANNA TX 75409
STATE OF TEXAS
Collin County
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
5;1 7 190