HomeMy WebLinkAbout2023-10-10 Work Session & Regular Meeting PacketAGENDA
City Council Work Session
Tuesday, October 10, 2023 @ 5:30 PM
Anna Municipal Complex - Council Chambers
120 W. 7th Street, Anna, Texas 75409
The City Council of the City of Anna will meet in a Closed Session at 5:30 PM, on October 10,
2023, at the Anna Municipal Complex - Council Chambers, 120 W. 7th Street, to consider the
following items.
1.Call to Order, Roll Call, and Establishment of Quorum.
2.Closed Session (Exceptions).
Under Tex. Gov't Code Chapter 551, the City Council may enter into Closed Session to
discuss any items listed or referenced on this Agenda under the following exceptions:
a.Consult with legal counsel regarding pending or contemplated litigation and/or
on matters in which the duty of the attorney to the governmental body under the
Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas
clearly conflicts with Chapter 551 of the Government Code (Tex. Gov’t Code
§551.071). Charter and Constitutional provisions for vacancies, appointments,
and related matters, ordinances and regulations, jurisdictional boundaries and
related matters.
b.Discuss or deliberate the purchase, exchange, lease, or value of real property
(Tex. Gov’t Code §551.072).
c.Discuss or deliberate Economic Development Negotiations: (1) To discuss or
deliberate regarding commercial or financial information that the City has
received from a business prospect that the City seeks to have locate, stay, or
expand in or near the territory of the City of Anna and with which the City is
conducting economic development negotiations; or (2) To deliberate the offer of
a financial or other incentive to a business prospect described by subdivision
(1). (Tex. Gov’t Code §551.087). Potential developments in City and ETJ.
d.Discuss or deliberate personnel matters (Tex. Gov’t Code §551.074). City
Manager
The Council further reserves the right to enter into Executive Session at any time
throughout any duly noticed meeting under any applicable exception to the Open
Meetings Act.
3.Consider/Discuss/Action on any items listed on any agenda - work session, regular
meeting, or closed session - that is duly posted by the City of Anna for any City Council
meeting occurring on the same date as the meeting noticed in this agenda.
4.Adjourn.
This is to certify that I, Carrie L. Land, City Secretary, posted this Agenda on the City’s website
(www.annatexas.gov ) and at a place readily accessible to the public at the Anna City Hall and
on the City Hall bulletin board at or before 5:00 p.m. on 10/06/2023.
Carrie L. Land, City Secretary
AGENDA
City Council Meeting
Tuesday, October 10, 2023 at 6:00 PM
Anna Municipal Complex - Council Chambers
120 W. 7th Street, Anna, Texas 75409
The City Council of the City of Anna will meet on October 10, 2023 at 6:00 PM in the Anna
Municipal Complex-Council Chambers, located at 120 W. 7th Street, to consider the
following items.
Welcome to the City Council meeting. If you wish to speak on an Open Session agenda
item, please fill out the Opinion/Speaker Registration Form and turn it in to the City
Secretary before the meeting starts.
1.Call to Order, Roll Call, and Establishment of Quorum.
2.Invocation and Pledge of Allegiance.
3.Neighbor Comments.
At this time, any person may address the City Council regarding an item on this
meeting Agenda that is not scheduled for public hearing. Also, at this time, any
person may address the City Council regarding an item that is not on this
meeting Agenda. Each person will be allowed up to three (3) minutes to speak.
No discussion or action may be taken at this meeting on items not listed on this
Agenda, other than to make statements of specific information in response to a
citizen’s inquiry or to recite existing policy in response to the inquiry.
4.Reports.
Receive reports from Staff or the City Council about items of community interest.
Items of community interest include: expressions of thanks, congratulations, or
condolence; information regarding holiday schedules; an honorary or salutary
recognition of a public official, public employee, or other citizen (but not including a
change in status of a person's public office or public employment); a reminder about
an upcoming event organized or sponsored by the governing body; information
regarding a social, ceremonial, or community event organized or sponsored by an
entity other than the governing body that was attended or is scheduled to be
attended by a member of the governing body or an official or employee of the
municipality; and announcements involving an imminent threat to the public health
and safety of people in the municipality that has arisen after the posting of the
Agenda.
5.Work Session.
a.Receive a presentation regarding a future Collin County Bond Election. (Interim
City Manager Ryan Henderson)
6.Consent Items.
These items consist of non-controversial or "housekeeping" items required by law.
Items may be considered individually by any Council Member making such request
prior to a motion and vote on the Consent Items.
a.Approve City Council Meeting Minutes for September 26, 2023. (City Secretary
Carrie Land)
b.Review Minutes of the September 6, 2023 Planning & Zoning Commission
Meeting. (Director of Development Services Ross Altobelli)
c.Approve an Ordinance designating the Official Newspaper for the City of Anna.
(City Secretary Carrie Land)
7.Items For Individual Consideration.
a.Consider/Discuss/Action on a Resolution amending the Advanced Funding
Agreement by and between the City of Anna, Texas and the Texas Department
of Transportation for the Ferguson Parkway Project. (CIP Manager Justin Clay)
b.Consider/Discuss/Action on a Resolution awarding the construction of the
Downtown Street Improvement project to Wall Contractors, LLC. (CIP Manager
Justin Clay)
c.Consider/Discuss/Action of an Ordinance authorizing the Issuance of the "City
of Anna, Texas, Special Assessment Revenue Bonds, Series 2023 (AnaCapri
Public Improvement District Improvement Area #1 Project)" in a principal
amount not to exceed $20,343,000 payable from Special Assessments levied
upon Improvement Area #1 of AnaCapri Public Improvement District to fund
Public Improvements in said District; approving and authorizing an Indenture of
Trust, a Bond Purchase Agreement, a Limited Offering Memorandum, a
Continuing Disclosure Agreement and other agreements and documents in
connection therewith; making findings with respect to the issuance of such
Bonds; and providing an effective date, subject to approval as to legal
form. (Director of Economic Development Joey Grisham)
d.Consider/Discuss/Action of an Ordinance of the City Council of the City of Anna,
Texas Approving an Amended and Restated Service and Assessment Plan,
including a revised Assessment Roll, for AnaCapri Public Improvement District
in accordance with Chapter 372, Texas Local Government Code, as amended;
and providing an effective date, subject to approval as to legal form. (Director of
Economic Development Joey Grisham)
8.Closed Session (Exceptions).
Under Tex. Gov't Code Chapter 551, the City Council may enter into Closed Session to
discuss any items listed or referenced on this Agenda under the following exceptions:
a.Consult with legal counsel regarding pending or contemplated litigation and/or
on matters in which the duty of the attorney to the governmental body under the
Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas
clearly conflicts with Chapter 551 of the Government Code (Tex. Gov’t Code
§551.071). Charter and Constitutional provisions for vacancies, appointments,
and related matters, ordinances and regulations, jurisdictional boundaries and
related matters.
b.Discuss or deliberate the purchase, exchange, lease, or value of real property
(Tex. Gov’t Code §551.072).
c.Discuss or deliberate Economic Development Negotiations: (1) To discuss or
deliberate regarding commercial or financial information that the City has
received from a business prospect that the City seeks to have locate, stay, or
expand in or near the territory of the City of Anna and with which the City is
conducting economic development negotiations; or (2) To deliberate the offer of
a financial or other incentive to a business prospect described by subdivision
(1). (Tex. Gov’t Code §551.087). Potential developments in City and ETJ.
d.Discuss or deliberate personnel matters (Tex. Gov’t Code §551.074). City
Manager.
The Council further reserves the right to enter into Executive Session at any time
throughout any duly noticed meeting under any applicable exception to the Open
Meetings Act.
9.Consider/Discuss/Action on any items listed on any agenda - work session, regular
meeting, or closed session - that is duly posted by the City of Anna for any City Council
meeting occurring on the same date as the meeting noticed in this agenda.
10.Adjourn.
This is to certify that I, Carrie L. Land, City Secretary, posted this Agenda on the City’s website
(www.annatexas.gov) and at the Anna Municipal Complex bulletin board at or before 5:00 p.m.
on 10/06/2023.
Carrie L. Land, City Secretary
Item No. 5.a.
City Council Agenda
Staff Report
Meeting Date: 10/10/2023
Staff Contact: Ryan Henderson
AGENDA ITEM:
Receive a presentation regarding a future Collin County Bond Election. (Interim City
Manager Ryan Henderson)
SUMMARY:
A representative for Collin County will give a presentation on an upcoming bond election
being held by Collin County.
FINANCIAL IMPACT:
This item has no financial impact on the City. If a county bond election is approved by
voters, it will affect the county tax rate.
BACKGROUND:
This is an item being requested by representatives of Collin County.
STRATEGIC CONNECTIONS:
This item has no strategic connection.
ATTACHMENTS:
Item No. 6.a.
City Council Agenda
Staff Report
Meeting Date: 10/10/2023
Staff Contact:
AGENDA ITEM:
Approve City Council Meeting Minutes for September 26, 2023. (City Secretary Carrie
Land)
SUMMARY:
FINANCIAL IMPACT:
BACKGROUND:
STRATEGIC CONNECTIONS:
ATTACHMENTS:
1.CCmin2023-09-26 Work Session
2.CCmin2023-09-26
City Council Work Session
Meeting Minutes
Tuesday, September 26, 2023 @ 5:30 PM
Anna Municipal Complex - Council Chambers
120 W. 7th Street, Anna, Texas 75409
The City Council of the City of Anna met in a Closed Session at 5:30 PM, on September
26, 2023, at the Anna Municipal Complex - Council Chambers, 120 W. 7th Street, to
consider the following items.
1. Call to Order, Roll Call, and Establishment of Quorum.
Mayor Pike called the meeting to order at 5:30 PM.
Members Present:
Mayor Nate Pike
Mayor Pro Tem Lee Miller
Council Member Kevin Toten
Council Member Stan Carver
Council Member Elden Baker
Council Member Pete Cain
Members Absent:
Deputy Mayor Pro Tem Randy Atchley
2. Closed Session (Exceptions).
Under Tex. Gov't Code Chapter 551, the City Council may enter into Closed
Session to discuss any items listed or referenced on this Agenda under the
following exceptions:
a. Consult with legal counsel regarding pending or contemplated litigation
and/or on matters in which the duty of the attorney to the governmental body
under the Texas Disciplinary Rules of Professional Conduct of the State Bar
of Texas clearly conflicts with Chapter 551 of the Government Code (Tex.
Gov’t Code §551.071). City ordinances and regulations.
b. Discuss or deliberate the purchase, exchange, lease, or value of real
property (Tex. Gov’t Code §551.072).
c. Discuss or deliberate Economic Development Negotiations: (1) To discuss
or deliberate regarding commercial or financial information that the City has
received from a business prospect that the City seeks to have locate, stay,
or expand in or near the territory of the City of Anna and with which the City
is conducting economic development negotiations; or (2) To deliberate the
offer of a financial or other incentive to a business prospect described by
subdivision (1). (Tex. Gov’t Code §551.087).
d. Discuss or deliberate personnel matters (Tex. Gov’t Code §551.074).
Annual review of legal services. City Manager.
MOTION: Mayor Pike moved to enter closed session. Council Member
Toten seconded. Motion carried 4-0.
Mayor Pike recessed the meeting at 5:34 PM.
Mayor Pike reconvened the meeting at 6:15 PM.
3. Consider/Discuss/Action on any items listed on any agenda - work session, regular
meeting, or closed session - that is duly posted by the City of Anna for any City
Council meeting occurring on the same date as the meeting noticed in this agenda.
No action taken.
4. Adjourn.
Mayor Pike adjourned the meeting at 6:15 PM.
Approved on the 10th day of October 2023
________________________________
ATTEST: Mayor Nate Pike
________________________________
City Secretary Carrie L Land
Regular City Council Meeting
Meeting Minutes
Tuesday, September 26, 2023 @ 6:00 PM
Anna Municipal Complex - Council Chambers
120 W. 7th Street, Anna, Texas 75409
The City Council of the City of Anna met on September 26,2023 at 6:00 PM in the Anna
Municipal Complex-Council Chambers, located at 120 W. 7th Street, to consider the
following items.
1. Call to Order, Roll Call, and Establishment of Quorum.
Mayor Pike called the meeting to order at 6:15 PM.
Members Present:
Mayor Nate Pike
Mayor Pro Tem Lee Miller
Council Member Kevin Toten
Council Member Stan Carver
Council Member Elden Baker
Council Member Pete Cain
Members Absent:
Deputy Mayor Pro Tem Randy Atchley
Chairperson Mackenzie Jenks called the Parks Advisory Board to order.
Members Present:
Chairperson Mackenzie Jenks
Vice Chairperson Justin Inesta
Board Member Susan Jones
Board Member Jeff Reece
Board Member Eirik Hansen
Board Member Chad Fisher
Board Member Andrew Michrina
Members Absent:
None
2. Invocation and Pledge of Allegiance.
Mayor Pike led the Invocation and Pledge of Allegiance.
3. Neighbor Comments.
Jeff Reece announced that the Anna Art Association is now up and running.
4. Reports.
5. Work Session.
a. Joint Workshop - City Council and Parks Advisory Board to discuss the
Community Recreation Center. (City Manager Ryan Henderson)
Earlier this year, the City Council selected the Park Board to function as the
task force to conduct an assessment and develop a project scope for the
proposed Community Recreation Center. Now that the majority of this work
is complete, a discussion was held on developing a project charter, which
will be the guiding document as the project moves into design.
b.Adjourn - Parks Advisory Board (Chairperson)
Chairperson Jenks Adjourned the Parks Advisory Board Meeting at 7:16
PM.
Mayor Pike recessed the meeting at 7:16 PM.
Mayor Pike reconvened the meeting at 7:23 PM.
6. Consent Items.
MOTION: Council Member Toten moved to approve items 6.a.-u. Mayor
Pro Tem Miller seconded. Motion carried 6-0.
a. Approve City Council Meeting Minutes for September 12, 2023. (City
Secretary Carrie Land)
b. Review Minutes of the August 7, 2023 Planning & Zoning Commission
Meeting. (Director of Development Services Ross Altobelli)
c. Review Minutes of the August 3, 2023, Joint Community Development
Corporation and Economic Development Corporation Board Meetings.
(Director of Economic Development Joey Grisham)
d. Review Monthly Financial Report for the Month Ending August 31, 2023.
(Budget Manager Terri Doby)
e. Approve a Resolution regarding the 455/75 Business Addition, Block A, Lot
4R, Replat. (Director of Development Services Ross Altobelli)
The Replat is in conformance with the city’s Subdivision Regulations and
Zoning Ordinances.
The Planning & Zoning Commission recommended approval subject to
additions and/or alterations to the engineering plans as required by the
Public Works Department.
Restaurant w/drive-through on one lot on 1.0± acre located on the west side
of U.S. Highway 75, 455± feet south of W. White Street. Zoned: C-2 General
Commercial.
The purpose for the Replat is to dedicate easements necessary for the
construction of a restaurant w/drive-through development.
A RESOLUTION OF THE CITY OF ANNA, TEXAS APPROVING 455/75
BUSINESS ADDITION, BLOCK A, LOT 4R, REPLAT.
f. Approve a Resolution regarding the Crystal Park Phase 1, Final Plat.
(Director of Development Services Ross Altobelli)
The Final Plat is in conformance with the adopted Planned Development
standards and with the city’s Subdivision Regulations and Zoning
Ordinances.
The Planning & Zoning Commission recommended approval subject to
additions and/or alterations to the engineering plans as required by the
Public Works Department.
171 Single-family dwelling, detached lots and 10 common area lots on
52.0± acres located on the west side of S. Standridge Boulevard, 2,645±
feet south of W. White Street (FM 455). Zoned: Planned Development (Ord.
No. 969-2022).
The purpose of the Final Plat is to dedicate rights-of-way, lot and block
boundaries, and easements necessary for the construction of the single-
family residential development.
A RESOLUTION OF THE CITY OF ANNA, TEXAS APPROVING CRYSTAL
PARK, PHASE 1, FINAL PLAT
g. Approve a Resolution regarding the F.D. Hall Addition, Block A, Lot 1, Final
Plat. (Director of Development Services Ross Altobelli)
The Final Plat is in conformance with the city’s Subdivision Regulations.
The Planning & Zoning Commission recommended approval subject to
additions and/or alterations to the engineering plans as required by the
Public Works Department and the on-site sewage facility review by Collin
County Development Services.
One lot on 2.5± acre located on the east side of Lazy Lane, 680± feet north
of Farm-to-Market 2862. Located in the Extraterritorial Jurisdiction (ETJ).
The purpose for the Final Plat is to dedicate lot and block boundaries, and
easements necessary for future development.
A RESOLUTION OF THE CITY OF ANNA, TEXAS APPROVING F.D. HALL
ADDITION, LOT 1, BLOCK A, FINAL PLAT.
h. Approve a Resolution regarding the Lorenzo Dow Hendricks Elementary
Addition, Block A, Lot 1R, Replat. (Director of Development Services Ross
Altobelli)
The Replat is in conformance with the adopted Planned Development
standards and with the city’s Subdivision Regulations and Zoning
Ordinances.
The Planning & Zoning Commission recommended approval subject to
additions and/or alterations to the engineering plans as required by the
Public Works Department.
Public school on one lot on 14.4± acres located at the northwest corner of
Hackberry Drive and N. Ferguson Parkway. Zoned: Planned Development
(Ord. No. 839-2019 & Ord. No. 887-2020).
The purpose for the Replat is to dedicate easements necessary for the
elementary school development.
A RESOLUTION OF THE CITY OF ANNA, TEXAS APPROVING
LORENZO DOW HENDRICKS ELEMENTARY ADDITION, BLOCK A, LOT
1R, REPLAT
i. Approve a Resolution regarding the Lorenzo Dow Hendricks Elementary
Addition, Block A, Lot 1R, Site Plan. (Director of Development Services
Ross Altobelli)
The Site Plan is in conformance with the adopted Planned Development
standards and with the city’s Subdivision Regulations and Zoning
Ordinances.
The Planning & Zoning Commission recommended approval subject to
additions and/or alterations to the engineering plans as required by the
Public Works Department.
Public school on one lot on 14.4± acres located at the northwest corner of
Hackberry Drive and N. Ferguson Parkway. Zoned: Planned Development
(Ord. No. 839-2019 & Ord. No. 887-2020).
The purpose for the Site Plan is to show the proposed elementary school
development site improvements.
A RESOLUTION OF THE CITY OF ANNA, TEXAS APPROVING
LORENZO DOW HENDRICKS ELEMENTARY ADDITION, BLOCK A, LOT
1R, SITE PLAN.
j. Approve a Resolution regarding the Anna ISD Addition, Lot 1R & 3, Replat.
(Director of Development Services Ross Altobelli)
The Replat is in conformance with the city’s Subdivision Regulations and
Zoning Ordinances.
The Planning & Zoning Commission recommended approval subject to
additions and/or alterations to the engineering plans as required by the
Public Works Department.
Public school and single-family dwelling, detached on two lots on 8.7± acres
located at the northeast corner of E. White Street and S. Sherley Avenue.
Zoned Planned Development (Ord. No. 621-2023) and Single-Family
Residential (SF-1).
The purpose of the Replat is to adjust the shared boundary line between a
previously platted school property and an unplatted residential lot.
A RESOLUTION OF THE CITY OF ANNA, TEXAS APPROVING ANNA
ISD ADDITION, LOTS 1R & 3, REPLAT
k. Approve a Resolution awarding a five-year agreement with DEX Imaging of
Tampa, FL for copier/print services using DIR Contract DIR-CPO-4428, and
authorize the City Manager to execute the agreement. (Assistant City
Manager Taylor Lough)
The City's contract for copier/printing services recently expired. Staff
evaluated several contracts on the state DIR list and determined that DEX
Imaging provided the best value that meets the needs of the City.
Staff recommended approving the Resolution awarding a five-year contract
with DEX Imaging and authorizing the City Manager to execute the
agreement.
A RESOLUTION OF THE CITY OF ANNA, TEXAS AWARDING THE
CONTRACT FOR COPIER AND PRINTING SERVICES TO DEX IMAGING
AND AUTHORIZING THE CITY MANAGER TO ACT ON THE CITY’S
BEHALF IN EXECUTING THE AGREEMENT
l. Approve Resolution for approving an extension of the Agreement with Collin
County for Animal Sheltering Services. (Code Compliance Officer Mike
Wherland)
The City of Anna continues to contract with Collin County for facility
construction and use of an animal shelter. The contract allows animals
captured within the City of Anna to be housed at the Collin County animal
shelter.
Staff recommended extending the Animal Shelter interlocal agreement with
Collin County for a one (1) year period, from October 1, 2023, continuing
through and including September 30, 2024, with the option for either party
to terminate the contract with ninety (90) days written notice.
A RESOLUTION OF THE CITY OF ANNA, TEXAS APPROVING
EXTENSION OF THE AGREEMENTS WITH COLLIN COUNTY FOR
ANIMAL SHELTERING SERVICES.
m. Approve Resolution for approving an extension of the Agreement with Collin
County for Animal Control Services. (Code Compliance Officer Mike
Wherland)
The City of Anna continues to contract with Collin County Animal Services
to provide animal control services. Services include responding to neighbor
complaints regarding animal control issues.
Staff recommended extending the Animal Control Services interlocal
agreement with Collin County Animal Control Services for a one (1) year
period, from October 1, 2023, continuing through and including September
30, 2024, with the option for either party to terminate the contract with ninety
(90) days written notice.
A RESOLUTION OF THE CITY OF ANNA, TEXAS APPROVING
EXTENSION OF THE AGREEMENTS WITH COLLIN COUNTY FOR
ANIMAL CONTROL SERVICES.
n. Approve a Resolution amending the City of Anna Personnel Policy Manual.
(Director of Human Resources Stephanie Beitelschies)
This addition to the benefits package reflects the City of Anna's commitment
to creating a supportive, inclusive, and employee-centric work environment.
By prioritizing work-life balance, the organization demonstrates an
understanding of the workforce's needs, fostering a culture of well-being
and job satisfaction. This initiative aligns with the goals of promoting a
positive work culture, enhancing employee retention, and attracting top
talent. The personal day serves as a testament to the city's dedication to its
workforce, positioning it as an employer of choice.
Staff seeks to enhance employee work-life balance and foster a positive,
supportive work environment by introducing a personal day as part of a
comprehensive benefits package. The introduction of a personal day as part
of the benefits package is a progressive step towards nurturing an engaged
workforce. By valuing the well-being of its employees, the City of Anna
solidifies its reputation as an organization that invests in the success and
happiness of its team members.
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ANNA,
COLLIN COUNTY, TEXAS, APPROVING AMENDMENTS TO THE CITY
OF ANNA PERSONNEL POLICY MANUAL
o. Approve a Resolution authorizing the City Manager to execute an amended
and restated subdivision improvement agreement by and between the City
of Anna and Anna Crossing Partners, LP; with an effective date. (Interim
Assistant City Manager Greg Peters, P.E.)
The City and Anna Crossing Partners, LP, previously entered into the
original Subdivision Improvement Agreement on or about November 8,
2022, which was approved with Resolution 2022-11-1306.
This item is an amendment to an existing subdivision improvement
agreement for the Waterview Apartments Subdivision development. The
amendment is required in order to include some additional infrastructure
work the city has requested the developer to do. The additional work
includes:
• 27 additional feet of 12-inch water main
• 193 additional feet of 12-inch sewer main
• 498 linear feet of slip-lining on an existing cast iron sewer main to
increase peak flow capacity.
• Installation of new services and water meters for adjacent properties
• Removal and replacement of 1 additional sanitary sewer manhole to
increase system capacity.
The additional impact fee reimbursement for this additional work is
$127,042.59, and will be paid for in water and sanitary sewer impact fee
reimbursements.
A RESOLUTION OF THE CITY OF ANNA, TEXAS AUTHORIZING THE
CITY MANAGER TO EXECUTE AN AMNDED AND RESTATED
SUBDIVISION IMPROVEMENT AGREEMENT WITH ANNA CROSSING
PARTNERS, LP, AND PROVIDENT REALTY ADVISORS, INC., FOR THE
DESIGN AND CONSTRUCTION OF PUBLIC WATER AND SANITARY
SEWER IMPROVEMENTS, IN A FORM APPROVED BY THE CITY
ATTORNEY; AND PROVIDING FOR AN EFFECTIVE DATE.
p. Approve a Resolution authorizing the City Manager to renew the lease
agreement with CARDS Dallas, Incorporated for a 1-year term, in a form
approved by the City Attorney, with an effective date. (Interim Assistant City
Manager Greg Peters, P.E.)
The City of Anna is party to an existing lease agreement with CARDS
Dallas, Incorporated which must be renewed annually.
This item is to authorize the City Manager to execute an agreement for the
renewal of the existing lease by and between the City of Anna, Texas and
CARDS Dallas, Incorporated, for the use of office space and outside
storage on the City property located at 3223 N. Powell Parkway in the City
of Anna, Texas. Per the terms of the agreement, CARDS is providing a
$0.50/month reduction on the residential solid waste rate for all Anna
neighbors while the lease is in effect.
Staff recommended approval, as the lease results in a lower cost for Anna
neighbors, and is for a 1-year term.
A RESOLUTION OF THE CITY OF ANNA, TEXAS AUTHORIZING THE
CITY MANAGER TO EXECUTE A LEASE AGREEMENT RENEWAL FOR
THE USE OF CITY FACILITIES BY AND BETWEEN THE CITY OF ANNA
TEXAS AND CARDS DALLAS, INCORPORATED; AND PROVIDING FOR
AN EFFECTIVE DATE.
q. Approve a Resolution authorizing the City Manager to execute easement
release documents for the release of a variable width drainage easement
on a called 6.986 acre tract of land located in the Thomas Rattan Survey,
Abstract Number 782, and providing for an effective date. (Interim Assistant
City Manager Greg Peters, P.E.)
The drainage easement was granted during the design of Standridge
Parkway in 2020.
This item is to allow for the release of a drainage easement which was
granted to the City in 2020 based on the preliminary engineering for
Standridge Parkway. When the road construction was completed, the
drainage improvements were built in a different location, removing the need
for this easement. The property owner has requested the release of the
easement.
Staff recommended approval as the drainage easement does not serve the
intended purpose and is no longer required. No public drainage facilities are
located within he easement.
A RESOLUTION OF THE CITY OF ANNA, TEXAS AUTHORIZING THE
CITY MANAGER TO EXECUTE EASEMENT RELEASE DOCUMENTS
FOR THE RELEASE OF A DRAINAGE EASEMENTON AND ACROSS A
CALLED 6.986 ACRE TRACT OF LAND AS SHOWN IN EXHIBIT “A”
ATTACHED HERETO; AND PROVIDING FOR AN EFFECTIVE DATE.
r. Approve a Resolution authorizing the City Manager to execute Right-of-
Way Dedication documents for the donation and dedication of 3.345 acres
of real property located in the Thomas Rattan Survey, Abstract 782, said
property donation being for public use as a right-of-way, and providing for
an effective date. (Interim Assistant City Manager Greg Peters, P.E.)
The final design and construction of Standridge Boulevard included several
changes which were not accounted for in the easement and right-of-way
dedications completed prior to construction. This item will help to properly
identify the public right-of-way to be managed and maintained by the City
of Anna.
This item is a companion item to the release of drainage easement also
included in this agenda.
The property owner is seeking to donate a 3.345 acre portion of property to
the City and dedicate it as public right-of-way on and along Standridge
Boulevard in the City of Anna. The proposed donation includes portions of
existing Standridge Boulevard and public improvements constructed along
the road.
Staff recommended approval, as the property owner is seeking to donate
the property at no cost, and this action will better clarify the public right-of-
way for the Standridge Boulevard corridor.
A RESOLUTION OF THE CITY OF ANNA, TEXAS AUTHORIZING THE
CITY MANAGER TO EXECUTE DOCUMENTS FOR THE DONATION
AND DEDICATION OF REAL PROPERTY FOR USE AS PUBLIC RIGHT-
OF-WAY BY ANNA 7, LLC TO THE CITY OF ANNA, TEXAS, AS SHOWN
IN EXHIBIT “A” ATTACHED HERETO; AND PROVIDING FOR AN
EFFECTIVE DATE.
s. Approve a Resolution to authorize the City Manager to approve a BuyBoard
contract with USA Shade for the installation of a shade structure over the
fitness court at Slayter Creek Park. (Park Planning and Development
Manager Dalan Walker)
This project is included in the FY22-23 Parks Capital Improvement
Program.
The work included in this turnkey contract with USA Shade is for the
manufacture and installation of a shade structure for the fitness court at
Slayter Creek Park opened in July of this year. The shade structure comes
with a 5-year warranty.
The shade structure was identified as a component in the fitness court
project. In order to open the fitness court as soon as possible, the decision
was made to move the shade structure construction to the fall of this year.
Funding for the project is available in the adopted FY23-24 budget.
A RESOLUTION OF THE CITY OF ANNA, TEXAS AUTHORIZING THE
CITY MANAGER TO EXECUTE A CONTRACT FOR THE
MANUFACTURE AND INSTALLATION OF A SHADE STRUCTURE OVER
THE FITNESS COURT AT SLAYTER CREEK PARK IN AN AMOUNT NOT
TO EXCEED $74,692.50; AND PROVIDING FOR AN EFFECTIVE DATE.
t. Approve a Resolution authorizing the City Manager to execute a
Professional Services Work Order, amending Master Professional Services
Agreement #2021-2026, with Jacobs Engineering Group for design work
associated with a pedestrian bridge crossing between Pecan Grove Park
and the Park Place subdivision to connect the proposed Pecan Grove Trail
to the existing Park Place Trail. (Park Planning and Development Manager
Dalan Walker)
This project is included in the FY2023-2027 Capital Improvement Program
budget.
This scope is the next step in the design of the Pecan Grove Trail capital
improvement plan project. The trail plans are at 50% design. The consultant
is ready to begin work on the design of a pedestrian bridge across the
existing creek, which will allow for a pedestrian connection between the two
trails. The funding for the bridge design is included in the adopted FY23-24
budget.
The work in this contract includes the design of a bridge crossing and
associated 10' wide concrete trail between Pecan Grove Park and the Park
Place subdivision. It also includes construction observation for the entire
project.
A RESOLUTION OF THE CITY OF ANNA, TEXAS AUTHORIZING THE
CITY MANAGER TO EXECUTE A PROFESSIONAL SERVICES
PROJECT ORDER FOR THE DESIGN OF A BRIDGE CONNECTING THE
PECAN GROVE SUBDIVISION TO THE PARK PLACE SUBDIVISION
AND CONSTRUCTION OBSERVATION SERVICES IN AN AMOUNT NOT
TO EXCEED $99,500; AND PROVIDING FOR AN EFFECTIVE DATE.
u. Approve a Resolution to authorize the City Manager to execute a contract
with Musco Sports Lights for the installation of lights surrounding the
skatepark in Slayter Creek Park. (Park Planning and Development Manager
Dalan Walker)
This project is included in the FY2023-2027 Capital Improvement Program
budget.
The project includes the manufacture and installation of lights surrounding
the skatepark at Slayter Creek Park. The lighting and surrounding
landscaping around the skate park is budgeted in the Capital Improvement
Plan for Slayter Creek Park improvements, but is a park improvement
project separate from the skate park construction. Funding is included in the
FY23-24 budget.
The contract is on the BuyBoard purchasing cooperative and thus did not
require a separate bid process. Purchasing cooperatives provide the city
better cost controls and predictability, allowing us to meet budgets more
easily.
A RESOLUTION OF THE CITY OF ANNA, TEXAS APPROVING A
CONSTRUCTION AGREEMENT WITH MUSCO SPORTS LIGHTING, LLC
TO INSTALL LIGHTS FOR THE SKATEPARK AT SLAYTER CREEK
PARK.
7. Items For Individual Consideration.
a. Conduct a Public Hearing and Consider/Discuss/Action on an Ordinance
approving amendments to Article 9.02 Subdivision Regulations of the City
of Anna Code of Ordinances. (Director of Development Services Ross
Altobelli)
At the Wednesday, September 6, 2023 Planning and Zoning Commission
meeting, the commission recommended approval of the proposed
amendments as presented.
In March of 2022, the City Council approved a professional services
agreement with Freese and Nichols, Inc. (F&N) to review and update the
City of Anna Planning and Development Regulations. City staff has been
working with F&N to implement the City’s comprehensive planning
objectives and needs as identified by staff, Commissioners, Council
members, developers, and citizens. At the August 22, 2023, City Council
meeting, the Council approved amendments to Article 9.04 Zoning
Ordinance.
The Planning and Development Regulations being considered this evening
pertain to the subdivision and signage regulations. Below are some key
bullet points of the changes being considered.
Article 9.02 Subdivision Regulations
• All residential subdivisions will require a concept plan prior to platting
procedures (The concept plan can be run concurrently depending on
complexity of project).
• Rewrite of the entire procedures section
o Approval authority is now the P&Z unless there’s a waiver request
from the Subdivision Ordinance. If a waiver is requested the City
Council has final approval authority with a P&Z recommendation.
o With the P&Z being the approval authority, the P&Z chairperson will
be responsible for signing Final Plats once all public infrastructure
has been installed/accepted by Engineering.
o Construction activity will be based off the Preliminary Plat approval.
The Final Plat will be submitted after all public infrastructure has
been installed/accepted.
o Added “Conveyance Plat” as a type of plat procedure. This will allow
for subdividing a property where no improvements are being made
to allow for the sale of the property or to develop a portion of a
property and not leave a remainder unplatted.
• Subdivision Design Standards
o Requiring a min. cul-de-sac length of 400 feet. Previously there was
no min. length, just maximum length (600 feet which is unchanged).
o Removed curvilinear design requirement for roadways.
o Added Park Access design requirements.
• Tables and diagrams o Modified/Cleaned-up Neighborhood point
system and associated graphics.
o Created new cross section for subdivision divided entries based on
Fire Department requirements.
Article 9.05 Signs
• Rewrite/reorganization of the entire signage article.
• Added tables and graphics associated with each sign type. o
Information will assist both staff and the development community in
understanding dimensional requirements and allowances.
• Added special signs (digital billboards & murals).
o Included 1,500-foot spacing requirements for digital billboards and
maintained the same maximum height as a pole sign (35 feet).
REMARKS:
Similar to the zoning ordinance amendments, the Anna 2050
Comprehensive Plan action items will be addressed as part of the
subdivision regulation and sign ordinance rewrite.
Future Lane Use
Action 3.5. Code Overhaul. Rewrite the City’s development-related
ordinances to align them with the vision expressed in this comprehensive
plan and to accommodate the Future Land Use Plan.
Economic Development
Action 4.9. Standards and Regulations for Downtown . Adopt standards
and regulations to ensure high-quality Downtown development.
Housing
Action 5.3. Development Flexibility. Revise the zoning ordinance and
other related regulations to accommodate innovative and flexible land
development techniques that permit a variety of lot sizes and housing types
and promote context sensitive development.
Parks, Trails and Open Space
Action 8.3. Open Space Standards. Incorporate standards, where
appropriate, to evaluate new private development proposals on their efforts
to provide outdoor open space with amenities and community gathering
places.
The Subdivision Ordinance and Sign regulations rewrite specifically
addressed one of the highest priority Anna 2050 action items “Code
Overhaul”. The proposed amendments will improve staff efficiency, clarify
the City’s development regulations, and simplify the development approval
process.
Freese & Nicoles will be making a presentation highlighting the significant
amendments being proposed to both articles.
Mayor Pike opened the public hearing at 7:25 PM.
Mayor Pike closed the public hearing at 7:36 PM.
MOTION: Council Member Toten moved to approve. Council Member
Baker seconded. Motion carried 6-0.
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF ANNA,
TEXAS AMENDING CHAPTER 9 OF THE ANNA CITY CODE OF
ORDINANCES BY REPEALING AND REPLACING ARTICLE 9.02
SUBDIVISION REGULATIONS
b. Consider/Discuss/Action on an Ordinance approving amendments to Article
9.05 Signs of the City of Anna Code of Ordinances. (Director of
Development Services Ross Altobelli)
At the Wednesday, September 6, 2023 Planning and Zoning Commission
meeting, the commission recommended approval of the proposed
amendments as presented.
In March of 2022, the City Council approved a professional services
agreement with Freese and Nichols, Inc. (F&N) to review and update the
City of Anna Planning and Development Regulations. City staff has been
working with F&N to implement the City’s comprehensive planning
objectives and needs as identified by staff, Commissioners, Council
members, developers, and citizens.
Article 9.05 Signs
• Rewrite/reorganization of the entire signage article.
• Added tables and graphics associated with each sign type.
o Information will assist both staff and the development community in
understanding dimensional requirements and allowances.
• Added special signs (digital billboards & murals).
o Included 1,500-foot spacing requirements for digital billboards and
maintained the same maximum height as a pole sign (35 feet).
Freese & Nicoles will be making a presentation highlighting the significant
amendments being proposed to both articles.
MOTION: Council Member Toten moved to approve. Council Member Cain
seconded. Motion carried 6-0.
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF ANNA,
TEXAS AMENDING CHAPTER 9 OF THE ANNA CITY CODE OF
ORDINANCES BY REPEALING AND REPLACING ARTICLE 9.05 SIGNS
c. Conduct a Public Hearing and Consider/Discuss/Action on approving a
Resolution regarding the creation of the Meadow Vista Public Improvement
District and ordering public improvements to be made for the benefit of such
district. (Director of Economic Development Joey Grisham)
The City Council approved a Development Agreement with Bloomfield
Homes on June 27, 2023, which stated that the city would use reasonable
efforts to create a Public Improvement District (PID). Meadow Vista is a 763
SF lot development on 223 acres located along the future Hackberry Drive
extension. On August 22nd, the City Council accepted the PID petition and
set a public hearing for September 26.
The final step in the creation process is a public hearing and approval of the
PID creation resolution. The estimated total costs of the Authorized
Improvements is $60,000,000, which costs shall be paid by assessment of
the property owners within the proposed District.
Mayor Pike opened the public hearing at 7:37 PM.
Mayor Pike closed the public hearing at 7:39 PM.
MOTION: Mayor Pike moved to approve. Council Member Toten
seconded. Motion carried 6-0.
A RESOLUTION OF THE CITY OF ANNA, TEXAS AUTHORIZING AND
CREATING THE MEADOW VISTA PUBLIC IMPROVEMENT DISTRICT IN
ACCORDANCE WITH CHAPTER 372 OF THE TEXAS LOCAL
GOVERNMENT CODE; RESOLVING OTHER MATTERS INCIDENT AND
RELATED THERETO; AND PROVIDING AN EFFECTIVE DATE.
d. Conduct a Public Hearing and Consider/Discuss/Action on an Ordinance
approving an amendment to the Anna 2050 Comprehensive Plan for
updates to the Master Thoroughfare Plan for the City of Anna, Texas.
(Interim Assistant City Manager Greg Peters, P.E.)
The City of Anna regularly updates the Master Thoroughfare Plan to
address the changing needs of the community due to growth.
The Anna 2050 Comprehensive Plan includes the Master Thoroughfare
Plan for the city, which defines the location and hierarchy of major roadway
corridors throughout the city and extraterritorial jurisdiction. Staff reviews
the Master Thoroughfare Plan on an annual basis to determine if and when
changes are made. Due to the high growth Anna is experiencing, the plan
needs to be regularly reviewed and updated to ensure that it remains
current and consistent with the needs of the community.
Staff proposed several changes to the plan, including the following:
• Remove the commercial collector road shown on the industrial tract
located at the northeast corner of the Collin County Outer Loop and
State Highway 5.
• Modify the alignment of Mantua Parkway/County Road 371 to remove
the large s-curve, and adjust intersecting arterials/collectors to ensure
adequate capacity.
• Adjust alignment and connections to FM 455 east of Wildwood to create
perpendicular intersections.
• Adjust the connection between FM 455 and SH121 to match TxDOT
construction.
The draft plan was presented to the Planning and Zoning Commission,
where a recommendation for approval passed on a vote of 7-0. As
development continues throughout the region, staff will continue to bring
proposed updates to the plan to the Planning & Zoning commission and the
City Council for consideration.
This item requires a public hearing. Staff recommended approval of the
plan.
Mayor Pike opened the public hearing at 7:40 PM.
Mayor Pike closed the public hearing at 7:45 PM.
MOTION: Council Member Carver moved to approve. Council Member
Baker seconded. Motion carried 6-0.
AN ORDINANCE AMENDING ORDINANCE 979-2022 AMENDING THE
COMPREHENSIVE PLAN OF THE CITY OF ANNA, TEXAS; ADOPTING
REVISIONS TO THE CITY OF ANNA THOROUGHFARE PLAN;
PROVIDING FOR SAVINGS, SEVERABILITY, AND REPEALING
CLAUSES; PROVIDING FOR AN EFFECTIVE DATE; AND PROVIDING
FOR THE PUBLICATION OF THE CAPTION THEREOF.
e. Conduct a Public Hearing/Consider/Discuss/Action approving an Ordinance
adopting water and sanitary sewer utility rates for FY2024. (Interim
Assistant City Manager Greg Peters, P.E.)
During the FY2021 budget process, the City of Anna completed a utility rate
study with the assistance of a consultant. This process included a review of
all utility costs incurred by the City, all personnel, maintenance, and
operations costs, along with the anticipated rising costs of purchasing
wholesale water from the Greater Texoma Utility Authority (GTUA) and the
North Texas Municipal Water District (NTMWD). In addition, the sewer
treatment costs were also evaluated. The FY2024 budget has a rate
increase commensurate with these philosophies and strategies of keeping
the utility solvent and sustainable as we continue to expand with residential
and commercial growth.
This item is for consideration of an ordinance to adopt a new rate schedule
for water and wastewater rates in the City of Anna for FY2024.
The City of Anna charges for water consumption, wastewater consumption,
and other fees related to providing consumers with utility services. As an
enterprise fund, the revenues charged should, at a minimum, cover the
fund's operating expenses and debt service, as well as any other policy
goals defined by the City Council, including funding for capital projects,
capital equipment replacement, and conservation efforts.
Staff has reviewed the financial condition of the Utility Fund with the
assistance of our rate consultant and is proposing rate increases. The
revised recommendation includes a rate increase on the base charge and
volumetric charges for water and wastewater. These increases are required
to ensure that the Utility Fund maintains viability. The increases ensure that
the City is able to cover the rising costs of purchased water and sewer
treatment from North Texas Municipal Water District and the associated
costs of delivery of purchased water and transmission of sewer to treatment
facilities.
The proposed rate increases represent the minimum recommended
increases needed to balance the revenues and expenses of the Utility Fund
while meeting the needs of the growing population we serve. The City is not
adding additional staffing or making any major equipment purchases this
year. The proposed increases are solely proposed to cover cost increases
the City is facing and the funding of capital improvements.
Mayor Pike opened the public hearing at 7:45 PM.
Mayor Pike closed the public hearing at 7:49 PM.
MOTION: Mayor Pro Tem Miller moved to approve. Council Member Cain
seconded. Motion carried 6-0.
AN ORDINANCE OF THE CITY OF ANNA, TEXAS, ADOPTING A RATE
PLAN FOR WATER AND SANITARY SEWER SERVICE RATES AS
SHOWN IN EXHIBIT A ATTACHED HERETO AND AMENDING THE
ANNA CITY CODE OF ORDINANCES APPENDIX A, ARTICLE A6.000
UTILITY FEES, SECTION A6.009 WATER AND SANITARY SEWER
SERVICE RATES; PROVIDING FOR A PENALTY FOR ANY VIOLATION
OF THIS ORDINANCE NOT TO EXCEED $2,000; PROVIDING FOR
SAVINGS, SEVERABILITY, AND REPEALING CLAUSES; PROVIDING
FOR AN EFFECTIVE DATE; AND PROVIDING FOR THE PUBLICATION
OF THE CAPTION THEREOF.
f. Conduct a Public Hearing/Consider/Discuss/Action on a Resolution
approving annual rate adjustments for solid waste and recycling services
for FY2024. (Interim Assistant City Manager Greg Peters, P.E.)
The City of Anna entered into a contract for exclusive solid waste services
with CARDS Dallas, Incorporated in 2020. CARDS has demonstrated high
quality service for Anna neighbors, including a cart pickup success rate of
well over 99%. In addition, CARDS staff have been active in our community
assisting the City and neighbors during the winter storm in February 2021
and actively participating in City functions.
This item is to set the rates the City of Anna pays CARDS for solid waste
and recycling services. The City of Anna is entering the fourth year of our
7-year contract with CARDS Dallas, Inc. for solid waste and recycling
services in the City. In accordance with the contract, the rates paid to
CARDS by the City are subject to annual adjustments up to the Consumer
Price Index annual change. CARDS is requesting a 7% rate increase, which
is in line with the contract language. The increase also includes a hazardous
waste fee to cover the cost of the hazardous waste events which are held
twice per year. The City HOA's will be given a rate matching residential
prices excluding the hazardous waste fee, since HOAs are not allowed to
dump at hazardous waste events.
Staff found the proposed rates to be a good compromise between the City
and CARDS, and demonstrate a strong partnership between the two to
ensure a high quality service for the community.
Mayor Pike opened the public hearing at 7:49 PM.
Mayor Pike closed the public hearing at 7:51 PM.
MOTION: Mayor Pike moved to approve. Mayor Pro Tem Miller seconded.
Motion carried 6-0.
AN ORDINANCE OF THE CITY OF ANNA, TEXAS, AMENDING THE
ANNA CITY CODE OF ORDINANCES APPENDIX A, ARTICLE AG.001
GARBAGE COLLECTION CHARGES; PROVIDING FOR A PENALTY
FOR ANY VIOLATION OF THIS ORDINANCE NOT TO EXCEED $2,000;
PROVIDING FOR SAVINGS, SEVERABILITY, AND REPEALING
CLAUSES; PROVIDING FOR AN EFFECTIVE DATE; AND PROVIDING
FOR THE PUBLICATION OF THE CAPTION THEREOF.
g. Conduct a public hearing and Consider/Discuss/Action on an Ordinance
approving amendments to the Water and Wastewater Master Plans.
(Interim Assistant City Manager Greg Peters, P.E.)
The Water and Wastewater Master Plans are updated on an annual basis
based on review of staff regarding community needs.
The City of Anna utilizes Water and Wastewater Master Plans to identify
and define Capital Improvement Plan projects for major water and sewer
infrastructure throughout the City. The plans are a component of the City's
10-year Capital Improvement Plan, which is used to calculate impact fees
for growth.
The Water and Wastewater Master Plans are living documents which
require regular updates due to changing development patterns and the high
rate of growth Anna is experiencing. Staff reviews the plans on an annual
basis, or when a major development is approved which has an impact on
the respective plans.
The master plans have been reviewed and modified to reflect the changing
infrastructure needs of the community. Staff working with a consulting
engineering firm, Kimley Horn & Associates, to model the system based on
new and upcoming developments, and make subsequent changes to the
plans.
No major changes are being proposed to either plan. However, in the
Wastewater Master Plan, a new connection to Melissa's downstream
system is proposed in order to provide additional sewer capacity east of
State Highway 5. In addition, the plan shows the Sweetwater Lift Station to
be abandoned, and replaced with the Coyote Meadows regional Lift Station.
Staff recommended approval of this item.
Mayor Pike opened the public hearing at 7:52 PM.
Mayor Pike closed the public hearing at 7:56 PM.
MOTION: Council Member Carver moved to approve. Council Member
Cain seconded. Motion carried 6-0.
AN ORDINANCE AMENDING ORDINANCE 999-2022 ADOPTING
REVISIONS TO THE CITY OF ANNA WATER AND WASTEWATER
MASTER PLANS; PROVIDING FOR SAVINGS, SEVERABILITY, AND
REPEALING CLAUSES; PROVIDING FOR AN EFFECTIVE DATE; AND
PROVIDING FOR THE PUBLICATION OF THE CAPTION THEREOF.
h. Acting as the Anna Public Facility Corporation Board of Directors,
Consider/Discuss/Act on approving Resolutions authorizing the formation
of limited liability agreements and partnerships and a Memorandum of
Understanding with NRP Lone Star Development LLC for a multifamily
development. (Director of Economic Development Joey Grisham)
Staff was approached by NRP earlier this year about developing the Meryl
Street project at the SEC of US Highway 75 and FM 455. NRP is one of the
top multifamily developers in the U.S. and has developed numerous
projects across the country. 10% of the units are restricted for individuals
and families earning less than 60% of the area median income and 40% of
the units are restricted for individuals and families earning less than 80% of
the area median income. The remaining 50% of the units will be at market
rate.
Meryl Street is a proposed 337-unit multifamily development at the SEC of
US Highway 75 and FM 455. This development will boost density in the area
and help attract additional retail and restaurants along US Highway 75. The
site is currently zoned for multifamily.
MOTION: Council Member Carver moved to approve. Mayor Pro Tem
Miller seconded. Motion carried 6-0.
RESOLUTION AUTHORIZING THE FORMATION OF APFC ANNA
APARTMENTS SLP, LLC (THE “SPECIAL MEMBER”) AS SPECIAL
MEMBER OF THE LIMITED PARTNERSHIP THAT WILL SERVE AS
BORROWER (THE “BORROWER”) IN CONNECTION WITH THE
FINANCING, ACQUISITION, CONSTRUCTION AND EQUIPPING OF A
PUBLIC FACILITY; AUTHORIZING THE DESIGNATION OF THE ANNA
PUBLIC FACILITY CORPORATION (THE “CORPORATION”) AS THE
SOLE MEMBER OF THE SPECIAL MEMBER; APPROVING THE FORM
AND SUBSTANCE OF A LIMITED LIABILITY COMPANY AGREEMENT
AND THE EXECUTION THEREOF; RATIFYING CERTAIN ACTIONS
HERETOFORE TAKEN IN CONNECTION WITH THE SPECIAL MEMBER;
AUTHORIZING THE EXECUTION OF DOCUMENTS AND
INSTRUMENTS NECESSARY OR CONVENIENT TO CARRY OUT THE
PURPOSES OF THIS RESOLUTION; AND CONTAINING OTHER
PROVISIONS RELATING THERETO
RESOLUTION AUTHORIZING THE FORMATION OF APFC ANNA
APARTMENTS CONTRACTOR, LLC (THE “GENERAL CONTRACTOR”)
IN CONNECTION WITH THE FINANCING, ACQUISITION,
CONSTRUCTION AND EQUIPPING OF A PUBLIC FACILITY;
AUTHORIZING THE DESIGNATION OF THE ANNA PUBLIC FACILITY
CORPORATION (THE “CORPORATION”) AS THE SOLE MEMBER OF
THE GENERAL CONTRACTOR; APPROVING THE FORM AND
SUBSTANCE OF A LIMITED LIABILITY COMPANY AGREEMENT AND
THE EXECUTION THEREOF; RATIFYING CERTAIN ACTIONS
HERETOFORE TAKEN IN CONNECTION WITH THE GENERAL
CONTRACTOR; AUTHORIZING THE EXECUTION OF DOCUMENTS
AND INSTRUMENTS NECESSARY OR CONVENIENT TO CARRY OUT
THE PURPOSES OF THIS RESOLUTION; AND CONTAINING OTHER
PROVISIONS RELATING THERETO
RESOLUTION AUTHORIZING THE FORMATION OF APFC ANNA
APARTMENTS DEVELOPMENT, LLC (THE “CO-DEVELOPER”) IN
CONNECTION WITH THE FINANCING, ACQUISITION, CONSTRUCTION
AND EQUIPPING OF A PUBLIC FACILITY; AUTHORIZING THE
DESIGNATION OF THE ANNA PUBLIC FACILITY CORPORATION AS
THE SOLE MEMBER OF THE CO-DEVELOPER; APPROVING THE
FORM AND SUBSTANCE OF A LIMITED LIABILITY COMPANY
AGREEMENT AND THE EXECUTION THEREOF; RATIFYING CERTAIN
ACTIONS HERETOFORE TAKEN IN CONNECTION WITH THE CO-
DEVELOPER; AUTHORIZING THE EXECUTION OF DOCUMENTS AND
INSTRUMENTS NECESSARY OR CONVENIENT TO CARRY OUT THE
PURPOSES OF THIS RESOLUTION; AND CONTAINING OTHER
PROVISIONS RELATING THERETO
8. Closed Session (Exceptions).
Under Tex. Gov't Code Chapter 551, the City Council may enter into Closed
Session to discuss any items listed or referenced on this Agenda under the
following exceptions:
a. Consult with legal counsel regarding pending or contemplated litigation
and/or on matters in which the duty of the attorney to the governmental body
under the Texas Disciplinary Rules of Professional Conduct of the State Bar
of Texas clearly conflicts with Chapter 551 of the Government Code (Tex.
Gov’t Code §551.071). City ordinances and regulations.
b. Discuss or deliberate the purchase, exchange, lease, or value of real
property (Tex. Gov’t Code §551.072).
c. Discuss or deliberate Economic Development Negotiations: (1) To discuss
or deliberate regarding commercial or financial information that the City has
received from a business prospect that the City seeks to have locate, stay,
or expand in or near the territory of the City of Anna and with which the City
is conducting economic development negotiations; or (2) To deliberate the
offer of a financial or other incentive to a business prospect described by
subdivision (1). (Tex. Gov’t Code §551.087).
d. Discuss or deliberate personnel matters (Tex. Gov’t Code §551.074).
Annual review of legal services. City Manager.
MOTION: Mayor Pike moved to enter closed session. Council Member
Toten seconded. Motion carried 6-0.
Mayor Pike recessed the meeting at 8:04 PM.
Mayor Pike reconvened the meeting at 8:37 PM.
9. Consider/Discuss/Action on any items listed on any agenda - work session, regular
meeting, or closed session - that is duly posted by the City of Anna for any City
Council meeting occurring on the same date as the meeting noticed in this agenda.
No action taken.
10. Adjourn.
Mayor Pike adjourned the meeting at 8:37 PM.
Approved on the 10th day of October 2023
________________________________
ATTEST: Mayor Nate Pike
________________________________
City Secretary Carrie L Land
Item No. 6.b.
City Council Agenda
Staff Report
Meeting Date: 10/10/2023
Staff Contact: Ross Altobelli
AGENDA ITEM:
Review Minutes of the September 6, 2023 Planning & Zoning Commission Meeting.
(Director of Development Services Ross Altobelli)
SUMMARY:
Minutes from the September 6, 2023 Planning & Zoning Commission Meeting.
FINANCIAL IMPACT:
This item has no financial impact.
BACKGROUND:
STRATEGIC CONNECTIONS:
This item supports the City of Anna Strategic Plan, specifically advancing the strategic
outcome area: Excellent.
ATTACHMENTS:
1.09-06-2023 PZ Minutes (Signed)
Item No. 6.c.
City Council Agenda
Staff Report
Meeting Date: 10/10/2023
Staff Contact: Carrie Land
AGENDA ITEM:
Approve an Ordinance designating the Official Newspaper for the City of Anna. (City
Secretary Carrie Land)
SUMMARY:
The official newspaper of the City is the Anna Melissa Tribune; however, they have
stopped publication. This Ordinance will name the Herald Demacrat as the official
newspaper of the City.
The Herald Democrat is published Tuesday, Wednesday, Thursday, Friday and
Sunday. Costs for advertising are the same as the Anna Melissa Tribune.
FINANCIAL IMPACT:
This item has no financial impact.
BACKGROUND:
City Charter § 11.02
Official Newspaper.
The City Council must declare an official newspaper of general circulation in the City. All
ordinances, captions, notices, and other matters required by this Charter, City
ordinance, or state or federal law to be published must be published in the official
newspaper. Notwithstanding the foregoing and to the extent that state law provides for
an applicable alternate method for publication, the City may forgo newspaper
publication and publish the ordinance, caption, notice, or other matter in accordance
with the applicable state law.
(Ordinance 764-2018, sec. 2.10 (prop. E), adopted 2/13/18, approved at election
of 5/5/18)
STRATEGIC CONNECTIONS:
This item supports the City of Anna Strategic Plan, specifically advancing the strategic
outcome area: Neighborly.
ATTACHMENTS:
1.Ord Official Newspaper Designation
CITY OF ANNA, TEXAS
ORDINANCE NO. ___________________
AN ORDINANCE OF THE CITY OF ANNA, TEXAS PROVIDING FOR THE
DESIGNATION OF THE OFFICIAL NEWSPAPER BY THE CITY OF ANNA, TEXAS.
WHEREAS, pursuant to Section 11.02 of the City of Anna, Texas Home Rule charter,
the City Council must designate an official newspaper for publishing ordinances,
notices, or other matters required by law or ordinance to be published for the City of
Anna, Texas;
NOW THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF
ANNA, TEXAS:
Section 1. Recitals Incorporated
The recitals set forth above are incorporated herein for all purposes as if set forth in full.
Section 2. Designation of Official Newspaper
The City Council of the City of Anna, Texas hereby designates the Herald Democrat as
the official newspaper of the City of Anna, Texas for publishing all ordinances, notices,
and other matters required by the City Charter, City Ordinances or State or Federal law
to be published.
Section 3. Revocation
This Ordinance shall remain in effect unless and until such time as the City Council of
the City of Anna shall repeal the same by Ordinance.
Section 4. Conflicts
All ordinances and provisions of the City of Anna, Texas that are in conflict with this
Ordinance shall be the same are hereby repealed, and all ordinances and provision of
ordinances of said City not so repealed are hereby retained in full force and effect.
Section 5. Severability
It is the intent of the City Council that each paragraph, sentence, subdivision, clause,
phrase or section of this Ordinance be deemed severable and, should any such
paragraph, sentence, subdivision, clause, phrase, or section be declared invalid or
unconstitutional for any reason, such declaration of invalidity or unconstitutionality shall
not be construed to affect the validity of those provisions of this Ordinance left standing.
Section 6. Effective Date
This Ordinance will be effective upon adoption by the City Council of the City of Anna,
Texas and publication to the extent required by law.
ADOPTED by the City Council of the City of Anna, Texas on this 10th day of October,
2023.
APPROVED:
_______________________________
Mayor Nate Pike
ATTESTED:
_______________________________
City Secretary Carrie L. Land
Item No. 7.a.
City Council Agenda
Staff Report
Meeting Date: 10/10/2023
Staff Contact: Justin Clay
AGENDA ITEM:
Consider/Discuss/Action on a Resolution amending Advanced Funding Agreement by
and between the City of Anna, Texas and the Texas Department of Transportation for
the Ferguson Parkway Project. (CIP Manager Justin Clay)
SUMMARY:
This item will authorize the City Manager to execute an amendment to the existing
Advanced Funding Agreement between the State of Texas and the City of Anna for the
environmental and engineering design scope of the Ferguson Parkway project from Elm
Street to the Collin County Outer Loop. The original agreement was approved by the
City Council via Resolution 2021-02-865. The scope of work required for the
environmental study and design has increased, requiring the Advanced Funding
Agreement to be revised. The North Central Texas Council of Governments has agreed
to fund their full 80% match of the increase, with the City being responsible for 20% of
the cost. This agreement represents excellent value to Anna neighbors, as the
partnership results in the design of a major project with the City only being responsible
for 20% of the cost.
FINANCIAL IMPACT:
Funding for the Engineering Design of Ferguson Parkway project was appropriated in
the FY2023 Community Investment Program budget in the amount of $719,304 from the
Roadway Impact Fee Fund. The project funding is an 80%/20% match with the North
Central Texas Council of Governments. The estimated city portion of the design project
cost is $719,305. The North Central Texas Council of Governments portion of the
project cost is $2,877,216.
BACKGROUND:
Ferguson Parkway is included in the City of Anna Master Thoroughfare Plan as a major
arterial roadway.
STRATEGIC CONNECTIONS:
This item supports the City of Anna Strategic Plan, specifically advancing the strategic
outcome area: Resilient.
ATTACHMENTS:
1.AFA Agreement Resolution
2.0918-24-249 City of Anna Ferguson Pkwy AMENDMENT
3.TIP MOD #2 August 2023 Signed
4.Original AFA - Res 2021-02-865 STBG Anna and TxDOT
CITY OF ANNA, TEXAS
RESOLUTION NO. _______________
A RESOLUTION OF THE CITY OF ANNA, TEXAS, APPROVING AND AUTHORIZING
THE CITY MANAGER TO EXECUTE AN AMENDMENT TO THE ADVANCE FUNDING
AGREEMENT BY AND BETWEEN THE CITY OF ANNA, TEXAS, AND THE TEXAS
DEPARTMENT OF TRANSPORT FOR FERGUSON PARKWAY, WITH AN EFFECTIVE
DATE.
WHEREAS, the State and the Local Government executed a contract on March 5, 2021,
to effectuate their agreement for the reconstruction and widening of a 2 -lane roadway to
a 4-lane urban divided roadway, with future widening to a 6 -lane urban divided roadway,
that will include new sidewalks and the construction of a 6-lane bridge over Slayter Creek
along Ferguson Parkway from Elm Street to the Collin County Outer Loop in the City of
Anna; and
WHEREAS, the federal and state laws require local government to meet certain contract
standards relating to the management and administration of state and federal funds; and
WHEREAS, the Advanced Funding Agreement approved by this resolution sets forth the
cost-sharing for the Project using federal, state, and local funds and other obligations of
the parties:
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 Amendment #1 of the Advanced Funding Agreement
The City Council of the City of Anna, Texas, hereby approves Amendment number one
to the Advanced Funding Agreement For Surface Transportation Block Grant Program
Project Off-System ( Advanced Funding Agreement) by and between the City of Anna,
Texas, and the State of Texas, acting by and through the Texas Department of
Transportation, and authorizes, ratifies and approves the City Manager’s execution of the
amendment number one to the Advanced Funding Agreement on behalf of the City of
Anna, Texas.
PASSED AND APPROVED by the City Council of the City of Anna, Texas on this ___
day of October 2023.
ATTEST: APPROVED:
__________________________ __________________________
City Secretary, Carrie Land Mayor, Nate Pike
DRAFTTxDOT:: Federal Highway Administration:
CSJ # 0918-24-249 CFDA No. 20.205
District # 18-Dallas AFA ID Z00001962 CFDA Title Highway Planning and Construction
Code Chart 64 # 01300
Project Name Ferguson Parkway AFA Not Used For Research & Development
AFA Amend Page 1 of 2 Revised 11/9/2021
STATE OF TEXAS §
COUNTY OF TRAVIS §
ADVANCE FUNDING AGREEMENT
AMENDMENT # 1
THIS AMENDMENT is made by and between the State of Texas, acting through the Texas
Department of Transportation, called the State, and the City of Anna, acting by and through it’s duly
authorized officials, called the Local Government.
W I T N E S S E T H
WHEREAS, the State and the Local Government executed a contract on March 5 of 2021 to
effectuate their agreement for the reconstruction and widening of a 2-lane roadway to a 4-lane urban
divided roadway, with future widening to a 6-lane urban divided roadway, that will include new
sidewalks and the construction of a 6-lane bridge over Slayter Creek along Ferguson Parkway from
Elm Street to The Collin County Outer Loop in the City Anna and,
WHEREAS, it has become necessary to amend that contract;
NOW THEREFORE, in consideration of the premises and of the mutual covenants and agreements
of the parties, the State and the Local Government do agree as follows:
A G R E E M E N T
1.Description of Amended Items
A.Attachment C. Project Budget Estimate and Source of Funds of the original agreement
is deleted in its entirety and replaced with:
Attachment C-1. Project Budget Estimate and Source of Funds which is attached to
and made part of this agreement. The total contract amount is increased by $1,804,735
from $1,072,481 to $2,877,216.
All other provisions of the original contract are unchanged and remain in full force and effect.
2.Signatory Warranty
Each signatory warrants that the signatory has necessary authority to execute this agreement on
behalf of the entity represented.
DRAFT
TxDOT:: Federal Highway Administration:
CSJ # 0918-24-249 CFDA No. 20.205
District # 18- Dallas AFA ID Z00001962 CFDA Title Highway Planning and Construction
Code Chart 64 # 01300
Project Name Ferguson Parkway AFA Not Used For Research & Development
AFA Amend Page 2 of 2 Revised 11/9/2021
Each party is signing this amendment on the date stated under that party’s signature.
THE LOCAL GOVERNMENT
_________________________________
Signature
Ryan Henderson___________________
Typed or Printed Name
City Manager _____________________
Title
_________________________________
Date
THE STATE OF TEXAS
_________________________________
Kenneth Stewart
Director of Contract Services
Texas Department of Transportation
_________________________________
Date
DRAFTTxDOT:: Federal Highway Administration:
CSJ # 0918-24-249 CFDA No. 20.205
District # 18- Dallas AFA ID Z00001962 CFDA Title Highway Planning and Construction
Code Chart 64 # 01300
Project Name Ferguson Parkway from Elm Street to
the Collin County Outer Loop AFA Not Used For Research & Development
Page 1 of 1
AFA LongGen Attachment C
ATTACHMENT C-1
PROJECT BUDGET
Preliminary engineering costs will be based on 80% Federal funding (Cat. 7) and 20% Local Government funding until Federal funding
reaches the maximum obligated amount. The Local Government will then be responsible for the cost of all project overruns.
DESCRIPTION
TOTAL
ESTIMATED
COST
FEDERAL
PARTICIPATION
STATE
PARTICIPATION
LOCAL
PARTICIPATION
% Cost % Cost % Cost
Environmental (by Local) Cat 7 $704,917 80% $563,934 0% $0 20% $140,983
Engineering (by Local) Cat 7 $2,819,673 80% $2,255,738 0% $0 20% $563,935
Subtotal $3,524,590 $2,819,672 $0 $704,918
Direct State Cost – Env $17,982 80% $14,386 0% $0 20% $3,596
Direct State Cost – Eng. $17,982 80% $14,386 0% $0 20% $3,596
Direct State Cost – ROW $17,983 80% $14,386 0% $0 20% $3,597
Direct State Cost – UTL $17,983 80% $14,386 0% $0 20% $3,597
Subtotal $71,930 $57,544 $14,386
Indirect State Cost – 4.73% $166,713 0% 100% $166,713 0%
TOTAL $3,596,520 $2,877,216 $166,713 $719,304
Initial Payment by the Local Government to the State: $14,386.
Payment by the Local Government to the State prior to construction: $0.
Estimated total payment due by the Local Government to the State: $14,386.
This is an estimate. The final amount of Local Government participation will be based on actual costs.
PROJECT DETAILS
District TIP Code Highway County City Implementing
Agency
MTP Reference(s)
DALLAS 14077 CS COLLIN ANNA ANNA BP2-002, MO3-002, NRSA1-DAL-
309
Limits From:FERGUSON PKWY FROM ELM STREET
Limits To:THE COLLIN COUNTY OUTER LOOP
Project Scope:CONSTRUCT 0/2 TO 4 LANE URBAN DIVIDED (6 LANES ULTIMATE), INCLUDING NEW SIDEWALKS AND 0 TO 6 LANE BRIDGE
OVER SLAYTER CREEK
PROJECT DETAILS
District TIP Code Highway County City Implementing
Agency
MTP Reference(s)
DALLAS 14077 CS COLLIN ANNA ANNA BP2-002, MO3-002, NRSA1-DAL-
309
Limits From:FERGUSON PKWY FROM ELM STREET
Limits To:THE COLLIN COUNTY OUTER LOOP
Project Scope:CONSTRUCT 0/2 TO 4 LANE URBAN DIVIDED (6 LANES ULTIMATE), INCLUDING NEW SIDEWALKS AND 0 TO 6 LANE BRIDGE
OVER SLAYTER CREEK
Comments:
AQ Statement:THIS PROJECT IS CONSISTENT WITH MOBILITY 2045 UPDATE AND THE RESULTING AIR QUALITY CONFORMITY ANALYSIS
FUNDING
FY Phase CSJ Category Federal State Regional Local Local
Contribution
Total
2021 ENG 0918-24-249 7 - STBG $1,072,481 $0 $0 $268,120 $0 $1,340,601
2024 ENG 0918-24-249 7 - STBG $1,804,735 $0 $0 $451,184 $0 $2,255,919
No - Contingent on TxDOT approval? The following signature authorizes:
No - Additional MPO Allocated Funds Moved to Year One
No - Modification to TxDOT Selected Program
CERTIFIED BY:CERTIFIED BY:
N/A
Christie J. Gotti Date
Senior Program Manager
NCTCOG
Transportation Improvement Program Project Modification
PROPOSED MODIFICATION
Reason for Request:INCREASE ENGINEERING FUNDING IN FY2023 AND DELAY TO FY2024
CURRENTLY APPROVED
Modification Number:2023-0453 Revised Mod:No Action Type:Staff Action STIP Revision:No
FY Phase CSJ Category Federal State Regional Local Local
Contribution
Total
2021 ENG 0918-24-249 7 - STBG $1,072,481 $0 $0 $268,120 $0 $1,340,601
2023 ENG 0918-24-249 7 - STBG $1,748,319 $0 $0 $437,080 $0 $2,185,399
Total $2,820,800 $0 $0 $705,200 $0 $3,526,000
Total $2,877,216 $0 $0 $719,304 $0 $3,596,520
DocuSign Envelope ID: 3D5ACB4D-CC3B-4E8E-A7A1-E6635D6DB2D5
7/18/2023
CITY OF ANNA, TEXAS
RESOLUTION NO. W 1 ** S
A RESOLUTION OF THE CITY OF ANNA, TEXAS APPROVING AND AUTHORIZING
THE CITY MANAGER TO EXECUTE AN ADVANCE FUNDING AGREEMENT FOR
SURFACE TRANSPORTATION BLOCK GRANT (STBG) PROGRAM PROJECT
OFF -SYSTEM BETWEEN THE CITY OF ANNA AND THE TEXAS DEPARTMENT OF
TRANSPORTATION FOR THE PRELIMINARY ENGINEERING FOR THE
RECONSTRUCTION AND WIDENING OF FERGUSON PARKWAY FROM ELM
STREET TO THE COLLIN COUNTY OUTER LOOP
WHEREAS, federal law establishes federally funded programs for transportation
improvements to implement its public purposes; and
WHEREAS, the Texas Transportation Code, Section 201.103 establishes that the State
shall design, construct and operate a system of highways in cooperation with local
governments, and Section 222.052 authorizes the Texas Transportation Commission to
accept contributions from political subdivisions for development and construction of public
roads and the state highway system within the political subdivision; and
WHEREAS, federal and state laws require local governments to meet certain contract
standards relating to the management and administration of State and federal funds; and
WHEREAS, the Texas Transportation Commission has codified 43 TAC, Rules 15.50-15.56
that describe federal, state, and local responsibilities for cost participation in highway
improvement and other transportation projects; and
WHEREAS, the Texas Transportation Commission passed Minute Order Number 115814
authorizing the State to undertake and complete a highway improvement or other
transportation project generally described as the preliminary engineering for the
reconstruction and widening of a roadway including a bridge (Project); and
WHEREAS, the Project name is "Ferguson Parkway" and the Texas Department of
Transportation control -section -job number for the Project is CSJ # 0918-24-249; and
WHEREAS, the scope of work for the Project consists of the preliminary engineering for the
reconstruction and widening of Ferguson Parkway from Elm Street to The Collin County
Outer Loop in the City of Anna; and
WHEREAS, the Advanced Funding Agreement approved by this resolution sets forth the
cost sharing for the Project using federal, state and local funds and other obligations of the
parties; and
WHEREAS, the source of funding is generally 80%federally funded and 20% City funded
as set forth in more detail in Exhibit C attached to the Advance Funding Agreement; and
CITY OF ANNA, TEXAS RESOLUTION NO. 1 u Page 1 of 2
WHEREAS, the City's share of funding is based on an estimate and the City shall be solely
responsible for and is financially committed to fund its share including any overruns based
on actual costs over the maximum obligated amount of federal funding as set forth in more
detail in the Advance Funding Agreement; and
WHEREAS, the City is authorized by applicable law to enter into the Advance Funding
Agreement with the Texas Department of Transportation; and
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 Advance Funding Agreement.
The City Council of the City of Anna, Texas hereby approves the Advance Funding
Agreement for Surface Transportation Block Grant Program Project Off -System
Advanced Funding Agreement), by and between the City of Anna, Texas and the
State of Texas, acting by and through the Texas Department of Transportation, and
authorizes, ratifies and approves the City Manager's execution of the Advanced
Funding Agreement on behalf of the City of Anna, Texas.
Section 3. Previous Resolution.
City of Anna Resolution No. 2020-09-796 is hereby superseded and rescinded to the
extent of any conflict with this resolution.
PASSED AND APPROVED by the City Council of the City of Anna, Texas, on this
9t" day of February 2021.
ATTEST:
Carrie L. Land, City Secretary
OF .'A. 0////
APPROVED:
t Wt
a
Naa /12e556'
Nate Pike, Mayor
CITY OF ANNA, TEXAS RESOLUTION NO. _ Page 2 of 2
TXDOT:
CSJ # 0918-24-249
District # 18 = Dallas
Code Chart 64 # 01300
Project Name Ferguson Parkway
On Ferguson Parkway from Elm
Limits Street to the Collin County Outer
Loop
STATE OF TEXAS §
COUNTY OF TRAMS §
Federal Highway Administration:
CFDA No. 20.205
CFDA Title Highway Planning and Construction
AFA Not Used For Research & Developmenf
ADVANCE FUNDING AGREEMENT
For
Surface Transportation Block Grant (STBG) Program Project
Off -System
THIS AGREEMENT (Agreement) is made by and between the State of Texas, acting by and through
the Texas Department of Transportation called the "State", and the City of Anna, acting by and
through its duly authorized officials, called the "Local Government'. The State and Local Government
shall be collectively referred to as "the parties" hereinafter.
WITNESSETH
WHEREAS, federal law establishes federally funded programs for transportation improvements to
implement its public purposes, and
WHEREAS, the Texas Transportation Code, Section 201.103 establishes that the State shall design,
construct and operate a system of highways in cooperation with local governments, and Section
222.052 authorizes the Texas Transportation Commission to accept contributions from political
subdivisions for development and construction of public roads and the state highway system within
the political subdivision, and
WHEREAS, federal and state laws require local governments to meet certain contract standards
relating to the management and administration of State and federal funds, and
WHEREAS, the Texas Transportation Commission has codified 43 TAC, Rules 15.50-15.56 that
describe federal, state, and local responsibilities for cost participation in highway improvement and
other transportation projects, and
WHEREAS, the Texas Transportation Commission passed Minute Order Number 115814 authorizing
the State to undertake and complete a highway improvement or other transportation project generally
described as the preliminary engineering for the reconstruction and widening of a roadway.
The portion of the project work covered by this Agreement is identified in the Agreement, Article 3,
Scope of Work (Project), and
WHEREAS, the Texas Transportation Commission has not authorized funding for the construction of
the highway improvement or other transportation project and the project is not currently listed and
Page 1 of 16
AFA LongGen Rev 07/17l2019
TXDOT:
CSJ # 0918-24-249
District # 18 - Dallas
Code Chart 64 # 01300
Project Name Ferguson Parkway
On Ferguson Parkway from Elm
Limits Street to the Collin County Outer
Loop
Federal Highway Administration:
CFDA No. 20.205
CFDA Title Highway Planning and Construction
AFA Not Used For Research &Development
approved for construction in the Unified Transportation Program (UTP) or Statewide Transportation
Improvement Program (STIP). This Agreement does not represent a commitment to future project
funding for any project elements, including construction, not specifically outlined in the Agreement.
Costs not specifically identified as reimbursable under this Agreement will not be requested or
reimbursed.
WHEREAS, the Governing Body of the Local Government has approved entering into this Agreement
by resolution dated .fir qI >,q1 , which is attached to and made a part of this Agreement as
Attachment A, Resolution. A map showing the Project location appears in Attachment B, Location
Map Showing Project (Attachment B), which is attached to and made a part of this Agreement.
NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements
of the parties, to be by them respectively kept and performed as set forth in this Agreement, it is
agreed as follows:
1. Responsible Parties:
For the Project covered by this Agreement, the parties shall be responsible for the following
work as stated in the article of the Agreement referenced in the table below:
1 N/A Utilities Article 8
2. Local Government Environmental Assessment and Mitigation Article 9
3. Local Government Architectural and Engineering Services Article 11
4. N/A Construction Responsibilities Article 12
5. N/A Right of Way and Real Property Article 14
2. Period of the Agreement
This Agreement becomes effective when signed by the last party whose signing makes the
Agreement fully executed. This Agreement shall remain in effect until the Project is completed
or unless terminated as provided below.
3. Scope of Work
The scope of work for the Project consists of the preliminary engineering for the reconstruction
and widening of a 2-lane roadway to a 4-lane urban divided roadway, with future widening to a
lane urban divided roadway, that will include new sidewalks and the construction of a &lane
bridge over Slayter Creek along Ferguson Parkway from Elm Street to The Collin County
Outer Loop in the City of Anna as shown on Attachment B, Project Location Map.
Page 2 of 16
AFA LongGen Rev 07/17/2019
TXDOT:
CSJ # 0918-24-249
District # 18 - Dallas
Code Chart 64 # 01300
Project Name Ferguson Parkway
On Ferguson Parkway from Elm
Limits Street to the Collin County Outer
Loop
Federal Highway Administration:
CFDA No. 20.205
CFDA Title Highway Planning and Construction
AFA Not Used For Research &Development
4. Project Sources and Uses of Funds
The total estimated cost of the Project is shown in Attachment C, Project Budget (Attachment
C) which is attached to and made a part of this Agreement.
A. If the Local Government will perform any work under this Agreement for which
reimbursement will be provided by or through the State, the Local Government must
complete training. If federal funds are being used, the training must be completed
before federal spending authority is obligated. Training is complete when at least one
individual who is working actively and directly on the Project successfully completes
and receives a certificate for the course entitled "Local Government Project Procedures
and Qualification for the Texas Department of Transportation" and retains qualification
in accordance with applicable TxDOT procedures. Upon request, the Local
Government shall provide the certificate of qualification to the State. The individual
who receives the training certificate may be an employee of the Local Government or
an employee of a firm that has been contracted by the Local Government to perform
oversight of the Project. The State in its discretion may deny reimbursement if the
Local Government has not continuously designated in writing a qualified individual to
work actively on or to directly oversee the Project.
B. The expected cash contributions from the federal government, the State, the Local
Government, or other parties are shown in Attachment C. The State will pay for only
those Project costs that have been approved by the Texas Transportation Commission.
For projects with federal funds, the State and the federal government will not reimburse
the Local Government for any work performed before the federal spending authority is
formally obligated to the Project by the Federal Highway Administration (FHWA). After
federal funds have been obligated, the State will send to the Local Government a copy
of the formal documentation showing the obligation of funds including federal award
information. The Local Government is responsible for 100% of the cost of any work
performed under its direction or control before the federal spending authority is formally
obligated.
C. Attachment C shows, by major cost categories, the cost estimates and the party
responsible for performing the work for each category. These categories may include
but are not limited to: (1) costs of real property; (2) costs of utility work; (3) costs of
environmental assessment and remediation; (4) cost of preliminary engineering and
design; (5) cost of construction and construction management; and (6) any other local
project costs.
D. The State will be responsible for securing the federal and State share of the funding
required for the development and construction of the local Project. If the Local
Government is due funds for expenses incurred, these funds will be reimbursed to the
Local Government on a cost basis.
E. The Local Government will be responsible for all non-federal or non -State participation
costs associated with the Project, unless otherwise provided for in this Agreement or
approved otherwise in an amendment to this Agreement. For items of work subject to
specified percentage funding, the Local Government shall only in those instances be
responsible for all Project costs that are greater than the maximum State and federal
AFA LongGen
Page 3 of 16
Rev 07/17/2019
TXDOT:
CSJ # 0918-24-249
District # 18 - Dallas
Code Chart 64 # 01300
Project Name Ferguson Parkway
On Ferguson Parkway from Elm
Limits Street to the Collin County Outer
Loop
Federal Highway Administration:
CFDA No. 1 20.205
CFDA Titie I Highway Planning and Construction
AFA Nof Used For Research & Developmenf
participation specified in Attachment C and for overruns in excess of the amount
specified in Attachment C to be paid by the Local Government.
F. The budget in Attachment C will clearly state all items subject to fixed price funding,
specified percentage funding, and the periodic payment schedule, when periodic
payments have been approved by the State.
G. When the Local Government bears the responsibility for paying cost overruns, the
Local Government shall make payment to the State within thirty (30) days from the
receipt of the State's written notification of additional funds being due.
H. When fixed price funding is used, the Local Government is responsible for the fixed
price amount specified in Attachment C. Fixed prices are not subject to adjustment
unless (1) differing site conditions are encountered; (2) further definition of the Local
Government's requested scope of work identifies greatly differing costs from those
estimated; (3) work requested by the Local Government is determined to be ineligible
for federal participation; or (4) the adjustment is mutually agreed to by the State and
the Local Government.
I. Prior to the performance of any engineering review work by the State, the Local
Government will pay to the State the amount specified in Attachment C. At a minimum,
this amount shall equal the Local Government's funding share for the estimated cost of
preliminary engineering performed or reviewed by the State for the Project. At least
sixty (60) days prior to the date set for receipt of the construction bids, the Local
Government shall remit its remaining financial share for the State's estimated
construction oversight and construction cost.
J. The State will not execute the contract for the construction of the Project until the
required funding has been made available by the Local Government in accordance
with this Agreement.
K. Whenever funds are paid by the Local Government to the State under this Agreement,
the Local Government shall remit a check or warrant made payable to the "Texas
Department of Transportation" or may use the State's Automated Clearing House
ACH) system for electronic transfer of funds in accordance with instructions provided
by TxDOT's Finance Division. The funds shall be deposited and managed by the State
and may only be applied by the State to the Project.
L. The State will not pay interest on any funds provided by the Local Government.
M. If a waiver for the collection of indirect costs for a service project has been granted
under 43 TAC §15.56, the State will not charge the Local Government for the indirect
costs the State incurs on the Project, unless this Agreement is terminated at the
request of the Local Government prior to completion of the Project.
N. If the Local Government is an Economically Disadvantaged County (EDC) and if the
State has approved adjustments to the standard financing arrangement, this
Agreement reflects those adjustments.
O. Where the Local Government is authorized to perform services under this Agreement
and be reimbursed by the State, the Local Government is authorized to submit
requests for reimbursement by submitting the original of an itemized invoice, in a form
and containing all items required by the State, no more frequently than monthly and no
Page 4 of 16
AFA LongGen Rev 07/17/2019
TXDOT:
CSJ # 0918-24-249
District # 18 - Dallas
Code Chart 64 # 01300
Project Name Ferguson Parkway
On Ferguson Parkway from Elm
Limits Street to the Collin County Outer
Loop
Federal Highway Administration:
CFDA No. 20.205
CFDA Title Highway Planning and Construction
AFA Not Used For Research &Development
later than ninety (90) days after costs are incurred. If the Local Government submits
invoices more than ninety (90) days after the costs are incurred and if federal funding is
reduced as a result, the State shall have no responsibility to reimburse the Local
Government for those costs.
P. Upon completion of the Project, the State will perform a final accounting of the Project
costs for all items of work with specified percentage funding. Any funds due by the
Local Government, the State, or the federal government for these work items will be
promptly paid by the owing party.
Q. The state auditor may conduct an audit or investigation of any entity receiving funds
from the State directly under this Agreement or indirectly through a subcontract under
this Agreement. Acceptance of funds directly under this Agreement or indirectly
through a subcontract under this Agreement acts as acceptance of the authority of the
state auditor, under the direction of the legislative audit committee, to conduct an audit
or investigation in connection with those funds. An entity that is the subject of an audit
or investigation must provide the state auditor with access to any information the state
auditor considers relevant to the investigation or audit.
R. Payment under this Agreement beyond the end of the current fiscal biennium is subject
to availability of appropriated funds. If funds are not appropriated, this Agreement shall
be terminated immediately with no liability to either party.
5. Termination of This Agreement
This Agreement shall remain in effect until the Project is completed and accepted by all
parties, unless:
A. The Agreement is terminated in writing with the mutual consent of the parties;
Be The Agreement is terminated by one party because of a breach, in which case any
costs incurred because of the breach shall be paid by the breaching party;
C. The Local Government elects not to provide funding after the completion of preliminary
engineering, specifications, and estimates (PS&E) and the Project does not proceed
because of insufficient funds, in which case the Local Government agrees to reimburse
the State for its reasonable actual costs incurred during the Project; or
D. The Agreement is terminated by the State because the parties are not able to execute
a mutually agreeable amendment when the costs for Local Government requested
items increase significantly due to differing site conditions, determination that Local
government requested work is ineligible for federal or state cost participation, or a more
thorough definition of the Local Government's proposed work scope identifies greatly
differing costs from those estimated. The State will reimburse Local Government
remaining funds to the Local Government within ninety (90) days of termination; or
E. The Project is inactive for thirty-six (36) consecutive months or longer and no
expenditures have been charged against federal funds, in which case the State may in
its discretion terminate this Agreement.
Page 5 of 16
AFA LongGen Rev 07/17/2019
TXDOT:
CSJ # LOU 18-24-249
District # 18 - Dallas
Code Chart 64 # 01300
Project Name Ferguson Parkway
On Ferguson Parkway from Elm
Limits Street to the Collin County Outer
Loop
Federal Highway Administration:
CFDA No. 1 20.205
CFDA Title I Highway Planning and Construction
AFA Not Used For Research &Development
6. Amendments
Amendments to this Agreement due to changes in the character of the work, terms of the
Agreement, or responsibilities of the parties relating to the Project may be enacted through a
mutually agreed upon, written amendment.
7. Remedies
This Agreement shall not be considered as specifying the exclusive remedy for any agreement
default, but all remedies existing at law and in equity may be availed of by either party to this
Agreement and shall be cumulative.
8. Utilities
The party named in Article 1, Responsible Parties, under AGREEMENT shall be responsible
for the adjustment, removal, or relocation of utility facilities in accordance with applicable state
laws, regulations, rules, policies, and procedures, including any cost to the State of a delay
resulting from the Local Government's failure to ensure that utility facilities are adjusted,
removed, or relocated before the scheduled beginning of construction. The Local Government
will not be reimbursed with federal or State funds for the cost of required utility work. The
Local Government must obtain advance approval for any variance from established
procedures. Before a construction contract is let, the Local Government shall provide, at the
State's request, a certification stating that the Local Government has completed the
adjustment of all utilities that must be adjusted before construction is commenced.
9. Environmental Assessment and Mitigation
Development of a transportation project must comply with the National Environmental Policy
Act and the National Historic Preservation Act of 1966, which require environmental clearance
of federal -aid projects. The party named in Article 1, Responsible Parties, under
AGREEMENT is responsible for the following:
A. The identification and assessment of any environmental problems associated with the
development of a local project governed by this Agreement.
B. The cost of any environmental problem's mitigation and remediation.
C. Providing any public meetings or public hearings required for the environmental
assessment process. Public hearings will not be held prior to the approval of the
Project schematic.
D. The preparation of the NEPA documents required for the environmental clearance of
this Project.
If the Local Government is responsible for the environmental assessment and mitigation,
before the advertisement for bids, the Local Government shall provide to the State written
documentation from the appropriate regulatory agency or agencies that all environmental
clearances have been obtained.
10. Compliance with Accessibility Standards
All parties to this Agreement shall ensure that the plans for and the construction of all projects
subject to this Agreement are in compliance with standards issued or approved by the Texas
Page 6 of 16
AFA LongGen Rev 07/17/2019
TxDOT:
CSJ # 0918-24-249
District # 18 - Dallas
Code Chart 64 # 01300
Project Name Ferguson Parkway
On Ferguson Parkway from Elm
Limits Street to the Collin County Outer
Loop
Federal Highway Administration:
CFDA No. 20.205
CFDA Title Highway Planning and Construction
AFA Not Used For Research &Development
Department of Licensing and Regulation (TDLR) as meeting or consistent with minimum
accessibility requirements of the Americans with Disabilities Act (P.L. 101-336) (ADA).
11. Architectural and Engineering Services
The party named in Article 1, Responsible Parties, under AGREEMENT has responsibility for
the performance of architectural and engineering services. The engineering plans shall be
developed in accordance with the applicable State's Standard Specifications for Construction
and Maintenance of Highways, Streets and Bridges and the special specifications and special
provisions related to it. For projects on the State highway system, the design shall, at a
minimum conform to applicable State manuals. For projects not on the State highway system,
the design shall, at a minimum, conform to applicable American Association of State Highway
and Transportation Officials (AASHTO) design standards. The Local Government shall submit
the bridge layout to the State prior to plan development, and shall submit final bridge plans to
the State for review and approval by TXDOT's Bridge Division. The State will review and
comment on the work as required to accomplish the public purposes of the Local
Government. The State may require the Local Government, or their representatives, to attend
meetings as necessary to accomplish this goal.
In procuring professional services, the parties to this Agreement must comply with federal
requirements cited in 23 CFR Part 172 if the Project is federally funded and with Texas
Government Code 2254, Subchapter A, in all cases. Professional contracts for federally
funded projects must conform to federal requirements, specifically including the provision for
participation by Disadvantaged Business Enterprises (DBEs), ADA, and environmental
matters. If the Local Government is the responsible party, the Local Government shall submit
its procurement selection process for prior approval by the State. All professional services
contracts must be reviewed and approved by the State prior to execution by the Local
Government.
12. Construction Responsibilities
The party named in Article 1, Responsible Parties, under AGREEMENT is responsible for the
following:
A. Advertise for construction bids, issue bid proposals, receive and tabulate the bids, and
award and administer the contract for construction of the Project. Administration of the
contract includes the responsibility for construction engineering and for issuance of any
change orders, supplemental agreements, amendments, or additional work orders that
may become necessary subsequent to the award of the construction contract. In order
to ensure federal funding eligibility, projects must be authorized by the State prior to
advertising for construction.
B. If the State is the responsible party, the State will use its approved contract letting and
award procedures to let and award the construction contract.
C. If the Local Government is the responsible party, the Local Government shall submit its
contract letting and award procedures to the State for review and approval prior to
letting.
AFA LongGen
Page 7 of 16
Rev 07/17/2019
TXDOT:
CSJ # 0918-24-249
District # 18 - Dallas
Code Chart 64 # 01300
Project Name Ferguson Parkway
On Ferguson Parkway from Elm
Limits Street to the Collin County Outer
Loop
Federal Highway Administration:
CFDA No. 20.205
CFDA Title Highway Planning and Construction
AFA Not Used For Research &Development
D. If the Local Government is the responsible party, the State must concur with the low
bidder selection before the Local Government can enter into a contract with the vendor.
E. If the Local Government is the responsible party, the State must review and approve
change orders.
F. Upon completion of the Project, the party responsible for constructing the Project will
issue and sign a "Notification of Completion" acknowledging the Project's construction
completion and submit certifications) sealed by a professional engineer(s) licensed in
the State of Texas.
G. For federally funded contracts, the parties to this Agreement will comply with federal
construction requirements cited in 23 CFR Part 635 and with requirements cited in 23
CFR Part 633, and shall include the latest version of Form "FHWA-1273" in the
contract bidding documents. If force account work will be performed, a finding of cost
effectiveness shall be made in compliance with 23 CFR 635, Subpart B.
13. Project Maintenance
The Local Government shall be responsible for maintenance of locally owned roads and
locally owned facilities after completion of the work. The State shall be responsible for
maintenance of the State highway system after completion of the work if the work was on the
State highway system, unless otherwise provided for in existing maintenance agreements with
the Local Government.
14. Right of Way and Real Property
The party named in Article 1, Responsible Parties, under AGREEMENT is responsible for the
provision and acquisition of any needed right of way or real property.
15. Insurance
If this Agreement authorizes the Local Government or its contractor to perform any work on
State right of way, before beginning work, the entity performing the work shall provide the
State with a fully executed copy of the State's Form 1560 Certificate of Insurance verifying the
existence of coverage in the amounts and types specified on the Certificate of Insurance for all
persons and entities working on State right of way. This coverage shall be maintained until all
work on the State right of way is complete. If coverage is not maintained, all work on State
right of way shall cease immediately, and the State may recover damages and all costs of
completing the work.
16. Notices
All notices to either party shall be delivered personally or sent by certified or U.S. mail,
postage prepaid, addressed to that party at the following address:
Page 8 of 16
AFA LongGen Rev 07/17/2019
TxDOT:
CSJ If 0918-24-249
District # 18 - Dallas
Code Chart 64 # 01300
Project Name Ferguson Parkway
On Ferguson Parkway from Elm
Limits Street to the Collin County Outer
Loop
Local Government:
City of Anna
ATTN: Director of Public Works
111 North Powell Parkway
Anna, TX 75409
Federal Highway Administration:
CFDA No. 20.205
CFDA Title Highway Planning and Construction
AFA Nof Used For Research &Development
State:
Texas Department of Transportation
ATTN: Director of Contract Services
125 E. 11 th Street
Austin, TX 78701
All notices shall be deemed given on the date delivered in person or deposited in the mail,
uMess otherwise provided by this Agreement. Either party may change the above address by
sending written notice of the change to the other party. Either party may request in writing that
notices shall be delivered personally or by certified U.S. mail, and that request shall be carried
out by the other party.
17. Legal Construction
If one or more of the provisions contained in this Agreement shall for any reason be held
invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability
shall not affect any other provisions and this Agreement shall be construed as if it did not
contain the invalid, illegal, or unenforceable provision.
18. Responsibilities of the Parties
The State and the Local Government agree that neither party is an agent, servant, or
employee of the other party, and each party agrees it is responsible for its individual acts and
deeds as well as the acts and deeds of its contractors, employees, representatives, and
agents.
19. Ownership of Documents
Upon completion or termination of this Agreement, all documents prepared by the State shall
remain the property of the State. All data and information prepared under this Agreement shall
be made available to the State without restriction or limitation on their further use. All
documents produced or approved or otherwise created by the Local Government shall be
transmitted to the State, in the format directed by the State, on a monthly basis or as required
by the State. The originals shall remain the property of the Local Government. .
20. Compliance with Laws
The parties to this Agreement shall comply with all federal, state, and local laws, statutes,
ordinances, rules and regulations, and the orders and decrees of any courts or administrative
bodies or tribunals in any manner affecting the performance of this Agreement. When
required, the Local Government shall furnish the State with satisfactory proof of this
compliance.
AFA LongGen
Page 9 of 16
Rev 07/17/2019
10111416
CSJ if 0918-24-249
District # 18 - Dallas
Code Chart 64 # 01300
Project Name Ferguson Parkway
On Ferguson Parkway from Elm
Limits Street to the Collin County Outer
Loop
Federal Highway Administration:
CFDA No. 20.205
CFDA Title Highway Planning and Construction
AFA Not Used For Research &Development
21. Sole Agreement
This Agreement constitutes the sole and only agreement between the parties and supersedes
any prior understandings or written or oral agreements respecting the Agreement's subject
matter.
22. Cost Principles
In order to be reimbursed with federal funds, the parties shall comply with the cost principles
established in 2 CFR 200 that specify that all reimbursed costs are allowable, reasonable, and
allocable to the Project.
23. Procurement and Property Management Standards
The parties to this Agreement shall adhere to the procurement and property management
standards established in 2 CFR 200, Uniform Administrative Requirements, Cost Principles,
and Audit Requirements for Federal Awards, and to the Texas Uniform Grant Management
Standards. The State must pre -approve the Local Government's procurement procedures for
purchases to be eligible for state or federal funds.
24. Inspection of Books and Records
The parties to this Agreement shall maintain all books, documents, papers, accounting
records, and other documentation relating to costs incurred under this Agreement and shall
make such materials available to the State, the Local Government, and, if federally funded, the
FHWA and the U.S. Office of the Inspector General or their duly authorized representatives for
review and inspection at its office during the Agreement period and for seven (7) years from
the date of final reimbursement by FHWA under this Agreement or until any impending
litigation or claims are resolved. Additionally, the State, the Local Government, and the FHWA
and their duly authorized representatives shall have access to all the governmental records
that are directly applicable to this Agreement for the purpose of making audits, examinations,
excerpts, and transcriptions.
25. Civil Rights Compliance
The parties to this Agreement are responsible for the following:
A. Compliance with Regulations: Both parties will comply with the Acts and the
Regulations relative to Nondiscrimination in Federally -assisted programs of the U.S.
Department of Transportation (USDOT), the Federal Highway Administration (FHWA),
as they may be amended from time to time, which are herein incorporated by reference
and made part of this Agreement.
B. Nondiscrimination: The Local Government, with regard to the work performed by it
during the Agreement, will not discriminate on the grounds of race, color, or national
origin in the selection and retention of subcontractors, including procurement of
materials and leases of equipment. The Local Government will not participate directly
or indirectly in the discrimination prohibited by the Acts and the Regulations, including
employment practices when the Agreement covers any activity, project, or program set
forth in Appendix B of 49 CFR Part 21.
AFA LongGen
Page 10 of 16
Rev 07/17/2019
TXDOT:
CSJ # 0918-24-249
District # 18 - Dallas
Code Chart 64 # 01300
Project Name Ferguson Parkway
On Ferguson Parkway from Elm
Limits Street to the Collin County Outer
Loop
Federal Highway Administration:
CFDA No. 20.205
CFDA Title Highway Planning and Construction
AFA Not Used For Research & Development
C. Solicitations for Subcontracts, Including Procurement of Materials and_Eguipment: In all
solicitations either by competitive bidding or negotiation made by the Local
Government for work to be performed under a subcontract, including procurement of
materials or leases of equipment, each potential subcontractor or supplier will be
notified by the Local Government of the Local Government's obligations under this
Agreement and the Acts and Regulations relative to Nondiscrimination on the grounds
of race, color, or national origin.
D. Information and Reports: The Local Government will provide all information and reports
required by the Acts, the Regulations, and directives issued pursuant thereto, and will
permit access to its books, records, accounts, other sources of information, and
facilities as may be determined by the State or the FHWA to be pertinent to ascertain
compliance with such Acts, Regulations or directives. Where any information required
of the Local Government is in the exclusive possession of another who fails or refuses
to furnish this information, the Local Government will so certify to the State or the
FHWA, as appropriate, and will set forth what efforts it has made to obtain the
information.
E. Sanctions for Noncompliance: In the event of the Local Government's noncompliance
with the Nondiscrimination provisions of this Agreement, the State will impose such
contract sanctions as it or the FHWA may determine to be appropriate, including, but
not limited to:
1. withholding of payments to the Local Government under the Agreement until the
Local Government complies and/or
2, cancelling, terminating, or suspending of the Agreement, in whole or in part.
F. Incorporation of Provisions: The Local Government will include the provisions of
paragraphs (A) through (F) in every subcontract, including procurement of materials
and leases of equipment, unless exempt by the Acts, the Regulations and directives
issued pursuant thereto. The Local Government will take such action with respect to
any subcontract or procurement as the State or the FHWA may direct as a means of
enforcing such provisions including sanctions for noncompliance. Provided, that if the
Local Government becomes involved in, or is threatened with, litigation with a
subcontractor or supplier because of such direction, the Local Government may
request the State to enter into such litigation to protect the interests of the State. In
addition, the Local Government may request the United States to enter into such
litigation to protect the interests of the United States.
26. Pertinent Non -Discrimination Authorities
During the performance of this Agreement, each party, for itself, its assignees, and successors
in interest agree to comply with the following nondiscrimination statutes and authorities;
including but not limited to:
A. Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), (pro-
hibits discrimination on the basis of race, color, national origin); and 49 CFR Part 21.
Page 11 of 16
AFA LongGen Rev 07/17/2019
CSJ # 0918-24-249
District # 18 - Dallas
Code Chart 64 # 01300
Project Name Ferguson Parkway
On Ferguson Parkway from Elm
Limits Street to the Collin County Outer
Loop
Federal Highway Administration:
CFDA No. 20.205
CFDA Title Highway Planning and Construction
AFA Nof Used For Research & Developmenf
B. The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970,
42 U.S.C. § 4601), (prohibits unfair treatment of persons displaced or whose property
has been acquired because of federal or federal -aid programs and projects).
C. Federal -Aid Highway Act of 1973, (23 U.S.C. § 324 et seq.), as amended, (prohibits
discrimination on the basis of sex).
D. Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.) as amended,
prohibits discrimination on the basis of disability); and 49 CFR Part 27.
E. The Age Discrimination Act of 1975, as amended, (42 U.S.C. § 6101 et seq.), (prohibits
discrimination on the basis of age).
F. Airport and Airway Improvement Act of 1982, (49 U.S.C. Chapter 471, Section 47123),
as amended, (prohibits discrimination based on race, creed, color, national origin, or
sex).
G. The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope,
coverage and applicability of Title VI of the Civil Rights Act of 1964, The Age
Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by
expanding the definition of the terms "programs or activities" to include all of the
programs or activities of the federal -aid recipients, subrecipients and contractors,
whether such programs or activities are federally funded or not).
H. Titles II and III of the Americans with Disabilities Act, which prohibits discrimination on
the basis of disability in the operation of public entities, public and private
transportation systems, places of public accommodation, and certain testing entities
42 U.S.C. §§ 12131-12189) as implemented by Department of Transportation
regulations at 49 C.F.R. parts 37 and 38.
I. The Federal Aviation Administration's Nondiscrimination statute (49 U.S.C. § 47123)
prohibits discrimination on the basis of race, color, national origin, and sex).
J. Executive Order 12898, Federal Actions to Address Environmental Justice in Minority
Populations and Low -Income Populations, which ensures nondiscrimination against
minority populations by discouraging programs, policies, and activities with
disproportionately high and adverse human health or environmental effects on minority
and low-income populations.
K. Executive Order 13166, Improving Access to Services for Persons with Limited English
Proficiency, and resulting agency guidance, national origin discrimination includes
discrimination because of limited English proficiency (LEP). To ensure compliance with
Title VI, the parties must take reasonable steps to ensure that LEP persons have
meaningful access to the programs (70 Fed. Reg. at 74087 to 74100).
L. Title IX of the Education Amendments of 1972, as amended, which prohibits the parties
from discriminating because of sex in education programs or activities (20 U.S.C. 1681
et seq.).
27. Disadvantaged Business Enterprise (DBE) Program Requirements
If federal funds are used:
A. The parties shall comply with the Disadvantaged Business Enterprise Program
requirements established in 49 CFR Part 26.
Page 12 of 16
AFA LongGen Rev 07/17/2019
TXDOT:
CSJ # 0918-24-249
District # 18 = Dallas
Code Chart 64 # 01300
Project Name Ferguson Parkway
On Ferguson Parkway from Elm
Limits Street to the Collin County Outer
Loop
Federal Highway Administration:
CFDA No. 1 20.205
CFDA Title I Highway Planning and Construction
AFA Not Used For Research &Development
B. The Local Government shall adopt, in its totality, the State's federally approved DBE
program.
C. The Local Government shall incorporate into its contracts with subproviders an
appropriate DBE goal consistent with the State's DBE guidelines and in consideration
of the local market, project size, and nature of the goods or services to be acquired.
The Local Government shall submit its proposed scope of services and quantity
estimates to the State to allow the State to establish a DBE goal for each Local
Government contract with a subprovider. The Local Government shall be responsible
for documenting its actions.
D. The Local Government shall follow all other parts of the State's DBE program
referenced in TxDOT Form 2395, Memorandum of Understanding Regarding the
Adoption of the Texas Department of Transportation's Federally -Approved
Disadvantaged Business Enterprise by Entity, and attachments found at web address
http://ftp0dot.state.tx.us/pub/txdot-info/bop/dbe/mou/mou attachments.pdf.
E. The Local Government shall not discriminate on the basis of race, color, national origin,
or sex in the award and performance of any U.S. Department of Transportation (DOT) -
assisted contract or in the administration of its DBE program or the requirements of 49
CFR Part 26. The Local Government shall take all necessary and reasonable steps
under 49 CFR Part 26 to ensure non-discrimination in award and administration of
DOT -assisted contracts. The State's DBE program, as required by 49 CFR Part 26
and as approved by DOT, is incorporated by reference in this Agreement.
Implementation of this program is a legal obligation and failure to carry out its terms
shall be treated as a violation of this Agreement. Upon notification to the Local
Government of its failure to carry out its approved program, the State may impose
sanctions as provided for under 49 CFR Part 26 and may, in appropriate cases, refer
the matter for enforcement under 18 U.S.C. 1001 and the Program Fraud Civil
Remedies Act of 1986 (31 U.S.C. 3801 et seq.).
F. Each contract the Local Government signs with a contractor (and each subcontract the
prime contractor signs with a sub -contractor) must include the following assurance:
The contractor, sub -recipient, or sub -contractor shall not discriminate on the basis of
race, color, national origin, or sex in the performance of this contract. The contractor
shall carry out applicable requirements of 49 CFR Part 26 in the award and
administration of DOT -assisted contracts. Failure by the contractor to carry out these
requirements is a material breach of this Agreement, which may result in the
termination of this Agreement or such other remedy as the recipient deems
appropriate.
28. Debarment Certifications
If federal funds are used, the parties are prohibited from making any award at any tier to any
party that is debarred or suspended or otherwise excluded from or ineligible for participation in
Federal Assistance Programs under Executive Order 12549, "Debarment and Suspension."
By executing this Agreement, the Local Government certifies that it and its principals are not
currently debarred, suspended, or otherwise excluded from or ineligible for participation in
Page 13 of 16
AFA LongGen Rev 07/17/2019
TXDOT:
CSJ if 0918-24-249
District # 18 - Dallas
Code Chart 64 # 01300
Project Name Ferguson Parkway
On Ferguson Parkway from Elm
Limits Street to the Collin County Outer
Loop
Federal Highway Administration:
CFDA No. 20.205
CFDA Title Highway Planning and Construction
AFA Not Used For Research &Development
Federal Assistance Programs under Executive Order 12549 and further certifies that it will not
do business with any party, to include principals, that is currently debarred, suspended, or
otherwise excluded from or ineligible for participation in Federal Assistance Programs under
Executive Order 12549. The parties to this Agreement shall require any party to a subcontract
or purchase order awarded under this Agreement to certify its eligibility to receive federal
funds and, when requested by the State, to furnish a copy of the certification.
If state funds are used, the parties are prohibited from making any award to any party that is
debarred under the Texas Administrative Code, Title 34, Part 1, Chapter 20, Subchapter G,
Rule §20,585 and the Texas Administrative Code, Title 43, Part 1, Chapter 9, Subchapter G.
29. Lobbying Certification
If federal funds are used, in executing this Agreement, each signatory certifies to the best of
that signatory's knowledge and belief, that:
A. No federal appropriated funds have been paid or will be paid by or on behalf of the
parties to any person for influencing or attempting to influence an officer or employee
of any federal agency, a Member of Congress, an officer or employee of Congress, or
an employee of a Member of Congress in connection with the awarding of any federal
contract, the making of any federal grant, the making of any federal loan, the entering
into of any cooperative agreement, and the extension, continuation, renewal,
amendment, or modification of any federal contract, grant, loan, or cooperative
agreement.
B. If any funds other than federal appropriated funds have been paid or will be paid to any
person for influencing or attempting to influence an officer or employee of any agency,
a Member of Congress, an officer or employee of Congress, or an employee of a
Member of Congress in connection with federal contracts, grants, loans, or cooperative
agreements, the signatory for the Local Government shall complete and submit the
Federal Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with
its instructions.
C. The parties shall require that the language of this certification shall be included in the
award documents for all sub -awards at all tiers (including subcontracts, subgrants, and
contracts under grants, loans, and cooperative agreements) and all sub -recipients shall
certify and disclose accordingly. Submission of this certification is a prerequisite for
making or entering into this transaction imposed by Title 31 U.S.C. §1352. Any person
who fails to file the required certification shall be subject to a civil penalty of not less
than $10,000 and not more than $100,000 for each such failure.
30. Federal Funding Accountability and Transparency Act Requirements
If federal funds are used, the following requirements apply:
A. Any recipient of funds under this Agreement agrees to comply with the Federal
Funding Accountability and Transparency Act (FFATA) and implementing regulations
at 2 CFR Part 170, including Appendix A. This Agreement is subject to the following
Page 14 of 16
AFA LongGen Rev 07/17/2019
TXDOT:
CSJ # 0918-24-24u
District # 18 = Dallas
Code Chart 64 # 01300
Project Name Ferguson Parkway
On Ferguson Parkway from Elm
Limits Street to the Collin County Outer
Loop
Federal Highway Administration:
CFDA No. 20.205
CFDA Title Highway Planning and Construction
AFA Nof Used For Research & Developmenf
award terms: http.gpo.qov/fdsys/pkq/FR-2010-09-14/pdf/2010-22705.pdf and
http://www.gpo.qov/fdsys/pkq/FR-2010-09-14/pdf/2010-22706.pdf.
B. The Local Government agrees that it shall:
1. Obtain and provide to the State a System for Award Management (SAM) number
Federal Acquisition Regulation, Part 4, Sub -part 4.11) if this award provides more
than $25,000 in federal funding. The SAM number may be obtained by visiting the
SAM website whose address is: https://www.sam.gov/portal/public/SAM/
2. Obtain and provide to the State a Data Universal Numbering System (DUNS)
number, a unique nine -character number that allows federal government to track
the distribution of federal money. The DUNS may be requested free of charge for
all businesses and entities required to do so by visiting the Dun & Bradstreet (D&B)
on-line registration website http://fedgov.dnb.com/webform; and
3. Report the total compensation and names of its top five executives to the State if:
i. More than 80% of annual gross revenues are from the federal government, and
those revenues are greater than $25,000,000; and
ii. The compensation information is not already available through reporting to the
U.S. Securities and Exchange Commission.
31. Single Audit Report
If federal funds are used:
A. The parties shall comply with the single audit report requirements stipulated in 2 CFR
200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements
for Federal Awards.
Be If threshold expenditures of $750,000 or more are met during the fiscal year, the Local
Government must submit a Single Audit Report and Management Letter (if applicable)
to TxDOT's Compliance Division, 125 East 11th Street, Austin, TX 78701 or contact
TxDOT's Compliance Division by email at sing leaudits(a'),txdot.gov.
C. If expenditures are less than the threshold during the Local Government's fiscal year,
the Local Government must submit a statement to TxDOT's Compliance Division as
follows: "We did not meet the $ expenditure threshold and therefore, are not
required to have a single audit performed for FY M
It
D. For each year the Project remains open for federal funding expenditures, the Local
Government will be responsible for filing a report or statement as described above.
The required annual filing shall extend throughout the life of the Agreement, unless
otherwise amended or the Project has been formally closed out and no charges have
been incurred within the current fiscal year.
Page 15 of 16
AFA LongGen Rev 07/17/2019
TXDOT:
CSJ # 0918-24-249
District # 18 - Dallas
Code Chart 64 # 01300
Project Name Ferguson Parkway
On Ferguson Parkway from Elm
Limits Street to the Collin County Outer
Loop
Federal Highway Administration:
CFDA No. 20.205
CFDA Title Highway Planning and Construction
AFA Not Used For Research &Development
32. Signatory Warranty
Each signatory warrants that the signatory has necessary authority to execute this Agreement
on behalf of the entity represented.
Each party is signing this Agreement on the date stated under that party's signature.
THE STATE OF TEXAS
Kenneth Stewart
Director of Contract Services
Texas Department of Transportation
Date
Page 16 of 16
LOCAL G
Jim Proce
City Manager
City of Anna
Date
ENT
AFA LongGen Rev 07/17/2019
TXDOT:
CSJ # 0918-24-249
District # 18 = Dallas
Code Chart 64 # 01300
Project Name Ferguson Parkway
On Ferguson Parkway from Elm
Limits Street to the Collin County Outer
Loop
Federal Highway Administration:
CFDA No. 20.205
CFDA Title Highway Planning and Construction
AFA Not Used For Research &Development
ATTACHMENT A
RESOLUTION
Page 1 of 1
AFA LongGen Attachment A
TxDOT:
CSJ # 0918=24=249
District # 18 = Dallas
Code Chart 64 # 01300
Project Name Ferguson Parkway
On Ferguson Parkway from Elm
Limits Street to the Collin County Outer
Loop
Federal Highway Administration:
CFDA No. 20.205
CFDA Title Highway Planning and Construction
AFA Not Used For Research &Development
ATTACHMENT B
LOCATION MAP SHOWING PROJECT
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V Ali Li, i jfLi r:: Collin County Outer
Loop Cep loll 16e govrt/
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Page 1 of
1 AFA LongGen Attachment
B
TXDOT:
CSJ # 0918-24-249
District # 18 - Dallas
Code Chart 64 # 01300
Project Name Ferguson Parkway
On Ferguson Parkway from Elm
Limits Street to the Collin County Outer
Loop
Federal Highway Administration:
CFDA No. 120.205
CFDA Title I Highway Planning and Construction
AFA Nof Used For Research & Deve pmenf
ATTACHMENT C
PROJECT BUDGET
Preliminary engineering costs will be based on 80% Federal funding (Cat. 7) and 20% Local
Government funding until Federal funding reaches the maximum obligated amount. The Local
Government will then be responsible for the cost of all project overruns.
The Project cost is to be as follows:
PROJECT BUDGET
DESCRIPTION
TOTAL
ESTIMATED
COST
FEDERAL
PARTICIPATION
STATE
PARTICIPATION
LOCAL
PARTICIPATION
Cost Cost Cost
Environmental (by Local) Cat. 7 128,698 80% 1025958 0% 0 20% 25,740
Engineering (by Local) Cat. 7 1,194,476 80% 955,581 0% 0 20% 238,895
Subtotal 1,323,174 1,0581539 0 264,635
Direct State Cost — Env 4,357 80% 3,486 0% 1 0 1 20% 871
Direct State Cost — Eng. 4,358 80% 3,486 0% 0 20% 872
Direct State Cost — ROW 4,356 80% 3,485 0% 0 20% 871
Direct State Cost — UTL 4,356 80% 3,485 0% 0 20% 871
Direct State Cost — CNST 0 0% 0 0% 0 0% 0
Subtotal 17,427 13,942 0 3,485
Indirect State Cost — 4.52% 597807 0% 0 100% 59,807 0
TOTAL 1,400,408 13072,481 59,807 268,120
Initial Payment by the Local Government to the State: $3,485.
Payment by the Local Government to the State prior to construction: $0.
Estimated total payment due by the Local Government to the State: $3,485.
This is an estimate. The final amount of Local Government participation will be based on actual costs.
Page 1 of 1
AFA LongGen Attachment C
Item No. 7.b.
City Council Agenda
Staff Report
Meeting Date: 10/10/2023
Staff Contact: Justin Clay
AGENDA ITEM:
Consider/Discuss/Action on a Resolution awarding the construction of the Downtown
Street Improvement project to Wall Contractors, LLC. (CIP Manager Justin Clay)
SUMMARY:
The Downtown Street Improvement project includes the reconstruction and
improvement of 5th Street, Seventh Street, and Riggins Street. The project scope
includes paving, drainage, and water system improvements, along with the construction
of on-street parking for public use. The project will enhance the downtown area and
provide the infrastructure required for redevelopment of the downtown. The project was
publicly bid using the City's IonWave online bidding program. Bids were opened on
September 22, 2023. Three bids were received. Wall Contractors, LLC was the lowest
qualified bidder for the project. Staff has reviewed the experience and qualifications of
Wall Contractors, LLC, and recommends awarding the project to them. Construction is
set to begin before the end of the year.
FINANCIAL IMPACT:
Funding for the Downtown Street Expansion project was appropriated in the FY2024
Community Investment Program budget in the amount of $2,000,000 million from Street
Maintenance Sales Tax and $3,400,000 from the America Rescue Plan State & Local
Fiscal Recovery Funds. The estimated cost of this phase of the project is
$2,966,439.25
BACKGROUND:
The project is included in the FY23 and FY24 Capital Improvement Plan.
STRATEGIC CONNECTIONS:
This item supports the City of Anna Strategic Plan, specifically advancing the strategic
outcome area: Excellent.
ATTACHMENTS:
1.Downtown Street Expansion Resolution
2.Project Map
3.Downtown Master Plan Core District
4.Piazza Bid_Form 9-22
5.308 Construction Bid_Form 9-22
6.Wall Bid Form 9-22
CITY OF ANNA, TEXAS
RESOLUTION NO. _______________
A RESOLUTION OF THE CITY OF ANNA, TEXAS, AWARDING THE DOWNTOWN
STREETS IMPROVEMENT PROJECT TO WALL CONTRACTORS, LLC, IN THE
AMOUNT NOT TO EXCEED TWO MILLION NINE HUNDRED AND SIXETY SIX
THOUSAND FOUR HUNDRED AND THIRTY-NINE DOLLARS AND TWENTY-FIVE
CENTS (2,966,439.25), INCLUDING A 10% CONTINGENCY, WITH AN EFFECTIVE
DATE
WHEREAS, the 5th, 7th, and Riggins are identified in the Downtown Master Plan and are
labeled as part of the Downtown Core District; and
WHEREAS, the proposed paving, drainage, and utility improvements will help improve
infrastructure on 5th, 7th , and Riggins Streets and add much-needed parking to the
Downtown Core District; and
WHEREAS, The City has publicly bid the construction project in accordance with Texas
Local Government Code; and
WHEREAS, the lowest qualified bid was received from Wall Contractors, LLC, in the
amount of $2,966,439.25
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. Authorization of Payment and Funding.
That the City Council of the City of Anna authorizes the City Manager to execute a
contract not to exceed $2,966,439.25 to Wall Contractors, LLC for the Downtown Streets
Improvement Project.
That funding for the project shall come from the State & Local Fiscal Recovery Funds
and Street Maintenance Sales Tax Funds and shall not exceed $2,966,439.25.
PASSED AND APPROVED by the City Council of the City of Anna, Texas on this ___
day of October 2023.
ATTEST: APPROVED:
__________________________ __________________________
City Secretary, Carrie Land Mayor, Nate Pike
GE Job #: 22-0623-01
General Items
Item #Item Quantity Units Unit Cost Total
100 Mobilization, Bonds, and Insurance 1 LS
101 Erosion Control (Permitting, Maintenance, Inspections
and Reporting, and All Measures Shown on the Plans)1 LS
102 Tree Protection, Complete in Place 1 LS
103 Three phase Traffic Control Plan 1 LS
104 ADA Signage, Complete in Place 6 EA
105 Traffic Signage, Complete in Place 13 EA
106 Steel Fence, Complete in Place 750 LF
107 Rock Rip Rap, Complete in Place 52 SY
108 Mortared Rip Rap, Complete in Place 200 SY
109 Crosswalk w/ Pavers, Complete in Place 630 SY
110 Advance Notice of Construction 1 LS
111 Traffic Control, Alternate Home Access 2 LS
Sub Total - General Items -$
Demolition
Item #Item Quantity Units Unit Cost Total
200 Demolition & Disposal of Existing Gravel Driveway
including Base Material 55 SY
201 Existing Street/Stop Sign to be Salvaged and Reinstalled
after construction 5 EA
202 Removal of Existing Trees (Size: 5-14")4 EA
203 Removal of Existing Trees (Size: 15-25")2 EA
204 Landscaped Areas in R.O.W to be Cleared 1 LS
205 Existing Storm Safety End Treatment To be Removed
and Disposed of 9 EA
206 Existing Storm Pipe to be Removed & Disposed 26 LF
207 Existing 2'x4' Storm Box Culvert to be Removed &
Disposed 1 EA
208 Existing Fire Station Mailbox to be Removed and
relocated 1 EA
Engineer's Opinion of Probable Construction Cost
City of Anna Road Reconstruction 5th St, Riggins St, & 7th St
Roadway, Utility, and Drainage Improvements
Friday, September 15, 2023
Gessner Engineering, LLC
$200,640.00 $200,640.00
$17947.88 $17947.88
$2612.50 $2612.50
$20,900.00 $20,900.00
$261.25
$496.38
$39.71
$33.44
$54.34 $10,868.00
$1,738.88
$29,782.50
$6,452.88
$1,567.50
$156.75 $98.752.50
$2,299.00 $2,299.00
$3,344.00 $6,688.00
400,249.64
$47.03 $2,586.38
$783.75
$627.00 $2,508.00
$3,918.75
$1,201.75 $2,403.50
$26,125.00 $26,125.00
$2,090.00 $18,810.00
$88.82 $2,309.45
$5,225.00 $5,225.00
$731.50 $731.50
209 Existing Curb to be Removed 36 LF
Sub Total - Demolition -$
Pavement and Earthwork
Item #Item Quantity Units Unit Cost Total
400
Earthwork - Cut/ Fill to Design Grade, Complete and in
Place including unclassified demo - excess marerial to be
disposed of properly
15,000 SY
402 Existing Subgrade Compaction (8")9,873 SY
403 6" Lime Stabilization, Complete in Place including Lime 9,873 SY
404 6" Concrete Pavement for Roadway, Complete in Place 7,576 SY
405 8" Concrete Pavement for Roadway, Complete in Place 318 SY
406 2" Asphalt, Complete in Place 318 SY
407 8" Lime Stabilization, Complete in Place including Lime 318 SY
408 5" Concrete Pavement for Driveways, Complete in Place 2,297 SY
409 4" Concrete Sidewalk, Complete in Place 157 SY
410 4" Concrete Hike & Bike Trail, Complete in Place 795 SY
411 6" Concrete Curb, Complete in Place (Including
Transition from 4" Laydown Curb)5,107 LF
412 Striping, Complete in Place 1 LS
413 ADA Striping, Complete in Place 1 LS
414 Wheel Stop, Complete in Place 6 EA
415 Payment of Testing 1 LS
Sub Total - Pavement and Earth Work -$
Storm and Drainage
Item #Item Quantity Units Unit Cost Total
500 Storm Sewer Trench Safety, Varying depths 3979 LF
501 18" RCP Type III (Structural Backfill), Complete in Place 1545 LF
502 24" RCP Type III (Structural Backfill), Complete in Place 694 LF
503 4' x 10' Junction Box, Complete in Place, Constructed
with the 2' X 4' Box Culvert 4 EA
504 18" CMP (Structural Backfill), Complete in Place 300 LF
505 5' Curb Inlet, Type B-B, Complete in Place 13 EA
$39.71 $1,429.56
66,047.14
$29.26 $438,900.00
$18.81 $185,711.13
$20.90 $206,345.70
$60.61 $459,181.36
$66.88 $21,267.84
$41.80 $13,292.40
$27.17 $8,640.06
$58.52 $134,420.44
$64.79 $10,172.03
$64.79 $51,508.05
$33.44 $170,778.08
$7,837.50 $7,837.50
$313.50 $313.50
$313.50 $1,881.00
$26,125.00 $26,125.00
1,736,374.09
$5.23 $20,790.28
$146.30 $226,033.50
$156.75 $108,784.50
$2,612.50 $10,450.00
$83.60 $25,080.00
$1,045.00 $13,585.00
506 Standard - 2' x 4' Box Culvert, Complete in place 1,440 LF
507 Standard 2'x2' Concrete Junction Storm Sewer Box,
Complete in Place 5 EA
508 Standard 4'x4' Concrete Grate Inlet Storm Sewer Box,
Complete in Place 4 EA
509 Standard 3'x3' Concrete Area Drain Storm Sewer Box,
Complete in Place 3 EA
510 Standard Safety End treatment 4:1, Complete in Place 15 EA
511 Existing Pond Area to be Regrading 1 LS
Sub Total - Storm and Drainage -$
Water
Item #Item Quantity Units Unit Cost Total
600 Water Line Trench Safety, Varying depths 73 LF
601 6" PVC C-900 DR 18 Waterline w/ Structural Backfill,
Complete in Place 23 LF
602 2" PVC C-900 DR 18 Waterline w/ Structural Backfill,
Complete in Place 33 LF
603 2" Poly Encased In SDR 21 Waterline w/ Structural
Backfill, Complete in Place 17 LF
604 8" x 6" Tapping Saddle, Complete in Place 1 EA
605 8" x 2" Tapping Saddle, Complete in Place 1 EA
606 8" x 1.5" Tapping Saddle, Complete in Place 2 EA
607 6" Gate Valve & Box, Complete in Place 1 EA
608 1.5" Gate Valve & Box, Complete in Place 2 EA
609 1.5" Angle Stop & Meter Box, Complete in Place 2 EA
610 2" Angle Stop & Meter Box, Complete in Place 1 EA
611 2" Corporation, Complete in Place 1 EA
612 6" Temporary Plug, Complete in Place 1 EA
613 Fire Hydrant Assembly, Complete in Place 1 EA
Sub Total - Water -$
Gas
Item #Item Quantity Units Unit Cost Total
700 Gas Line Trench Safety, Vairing depths 110 LF
701 2" HDPE Gas Line w/ Structural Backfill, Complete in
Place 110 LF
702 3" x 2" Tee, Complete in Place 1 EA
$313.50 $451,440.00
$522.50 $2,612.50
$261.25 $1,045.00
$731.50 $2,194.50
$940.50 $14,107.50
$15,675.00 $15,675.00
891,797.78
$5.23 $381.43
$102.41 $2,355.43
$91.96 $3,034.68
$87.78 $1,492.56
$1,881.00 $1,881.00
$1,254.00 $1,254.00
$1,227.88 $2,455.75
$1,881.00 $1,881.00
$1,254.00 $2,508.00
$2,299.00 $4,598.00
$2,612.50 $2,612.50
$1,045.00 $1,045.00
$418.00 $418.00
$20,900.00 $20,900.00
46,817.05
$6.27 $689.70
$94.05 $10,345.50
$574.75 $574.75
703 2" 90° Bend, Complete in Place 1 EA
704 2" Stub out Plug, Complete in Place 1 EA
Sub Total - Sanitary -$
Sanitary
Item #Item Quantity Units Unit Cost Total
800 Existing Sanitary Sewer Manhole to be Raised to Finish
Grade 2 EA
Sub Total - Sanitary -$
Electrical
900 1" SCH 40 PVC Conduit 1029 LF
901 1" Concrete Encased PVC Conduit 224 LF
902 Electrical Pull Box 7 EA
Sub Total - Electrical -$
Landscape
Item #Item Quantity Units Unit Cost Total
1000 4" SCH 40 PVC Sleeve (Irrigation)1,215 LF
1001 6" SCH 40 PVC Sleeve (Irrigation)648 LF
1002 Revegetation of Disturbed areas Outside of Pond. (Hydro
mulch)7,117 SY
1003 Block Sodding of Pond Area 2,100 SY
-$
Add Alternate #1
Item #Item Quantity Units Unit Cost Total
1100 4" Concrete Sidewalk, Complete in Place 157 SY
1101 Crosswalk w/ Pavers, Complete in Place 17 SY
-$
Add Alternate #2
Item #Item Quantity Units Unit Cost Total
1200 Removable Bollards, Complete in Place 1 LS
-$
Add Alternate #3
Sub Total - Landscape
Sub Total - Add Alternate #1
Sub Total - Add Alternate #2
$1045.00 $1045.00
$522.50 $522.50
13,177.45
$1,254.00 $2,508.00
2,508.00
$34.49 $35,485.07
$88.83 $19,896.80
$1,154.73 $8,083.08
63,464.95
$78.38 $95,225.63
$99.27 $64,330.20
$2.09 $14,874.53
$2.61 $5486.25
179,916.61
$55.39 $8,695.45
$159.89 $2,718.05
11,413.50
$7315.00 $7315.00
7315.00
Item #Item Quantity Units Unit Cost Total
1300 5" Concrete Pavement for Driveways, Complete in Place 865 SY
1301 6" Concrete Curb, Complete in Place (Including
Transition from 4" Laydown Curb)145 LF
1302 Striping, Complete in Place 1 LS
1303 Removal of Existing Trees (Size: 15-25")7 EA
1002 DEDUCT - Revegetation of Disturbed areas Outside of
Pond. (Hydro mulch)-873 SY
-$
Add Alternate #4
Item #Item Quantity Units Unit Cost Total
1400 5" Concrete Pavement for Driveways, Complete in Place 560 SY
1401 6" Concrete Curb, Complete in Place (Including
Transition from 4" Laydown Curb)48 LF
1402 Striping, Complete in Place 1 LS
1403 ADA Signage, Complete in Place 1 EA
1404 Wheel Stop, Complete in Place 1 EA
1002 DEDUCT - Revegetation of Disturbed areas Outside of
Pond. (Hydro mulch)-568 SY
-$
Add Alternate #5
Item #Item Quantity Units Unit Cost Total
1500 5" Concrete Pavement for Driveways, Complete in Place 810 SY
1501 6" Concrete Curb, Complete in Place (Including
Transition from 4" Laydown Curb)155 LF
1502 Striping, Complete in Place 1 LS
1002 DEDUCT - Revegetation of Disturbed areas Outside of
Pond. (Hydro mulch)-819 SY
-$
Construction Cost (Base Bid)-$
Alternate Construction Cost (Base Bid + AlterNet's 1-5)-$
10% City of Anna - Road Reconstruction Contingency -$
-$
Sub Total - Add Alternate #4
Sub Total - Add Alternate #5
TOTAL CONSTRUCTION COST
Sub Total - Add Alternate #3
$58.52 $50,619.80
$29.26 $4,242.70
$5,747.50 $5,747.50
$940.50 $6,583.50
$2.09 -$1824.57
65,368.93
$58.52 $32,771.20
$60.61 $2,909.28
$3,344.00 $3,344.00
$365.75 $365.75
$313.50 $313.50
$2.09 -$1187.12
38,516.61
$58.52 $47,401.20
$29.26 $4,535.30
$5,956.50 $5,956.50
$2.09 -$1,711.710
56,181.29
178,795.33
357,914.80
3,937,062.84
3,400,352.71
Item No. 7.c.
City Council Agenda
Staff Report
Meeting Date: 10/10/2023
Staff Contact: Joey Grisham
AGENDA ITEM:
Consider/Discuss/Action of an Ordinance authorizing the Issuance of the "City of Anna,
Texas, Special Assessment Revenue Bonds, Series 2023 (AnaCapri Public
Improvement District Improvement Area #1 Project)" in a principal amount not to exceed
$20,343,000 payable from Special Assessments levied upon Improvement Area #1 of
AnaCapri Public Improvement District to fund Public Improvements in said District;
approving and authorizing an Indenture of Trust, a Bond Purchase Agreement, a
Limited Offering Memorandum, a Continuing Disclosure Agreement and other
agreements and documents in connection therewith; making findings with respect to the
issuance of such Bonds; and providing an effective date, subject to approval as to legal
form. (Director of Economic Development Joey Grisham)
SUMMARY:
The next step in the PID bond process for AnaCapri Improvent Area #1 is approval of
the indenture of trust, bond purchase agreement, limited offering memorandum,
continuing disclosure agreement, and other documents in connection with the project.
FINANCIAL IMPACT:
N/A
BACKGROUND:
The preliminary limited offering memorandum was approved by the City Council on
September 12, 2023.
STRATEGIC CONNECTIONS:
This item supports the City of Anna Strategic Plan, specifically advancing the strategic
outcome area: Vibrant.
ATTACHMENTS:
1. DRAFT AnaCapri PID 2023 (IA#1) Bond Ordinance v1
1
CERTIFICATE FOR ORDINANCE
THE STATE OF TEXAS
COLLIN COUNTY
CITY OF ANNA
We, the undersigned officers of the City of Anna, Texas (the “City”), hereby certify as follows:
1. The City Council (the “Council”) of the City convened in a regular meeting on
October 10, 2023, at the regular designated meeting place, and the roll was called of the duly
constituted officers and members of the Council, to wit:
Nate Pike, Mayor Stan Carver II, Council Member
Lee Miller, Mayor Pro Tem Pete Cain, Council Member
Randy Atchley, Deputy Mayor Pro-Tem Elden Baker, Council Member
Kevin Toten, Council Member
Ryan Henderson, Interim City Manager
Carrie Land, City Secretary
and all of said persons were present, except __________________________________________,
thus constituting a quorum. Whereupon, among other business the following was transacted at
said meeting: a written Ordinance entitled
AN ORDINANCE AUTHORIZING THE ISSUANCE OF THE "CITY OF
ANNA, TEXAS, SPECIAL ASSESSMENT REVENUE BONDS, SERIES
2023 (ANACAPRI PUBLIC IMPROVEMENT DISTRICT
IMPROVEMENT AREA #1 PROJECT)" IN A PRINCIPAL AMOUNT
NOT TO EXCEED $20,343,000 PAYABLE FROM SPECIAL
ASSESSMENTS TO FUND PUBLIC IMPROVEMENTS IN
IMPROVEMENT AREA #1 OF ANACAPRI PUBLIC IMPROVEMENT
DISTRICT; APPROVING AND AUTHORIZING AN INDENTURE OF
TRUST, A BOND PURCHASE AGREEMENT, A LIMITED OFFERING
MEMORANDUM, A CONTINUING DISCLOSURE AGREEMENT AND
OTHER AGREEMENTS AND DOCUMENTS IN CONNECTION
THEREWITH; MAKING FINDINGS WITH RESPECT TO THE
ISSUANCE OF SUCH BONDS; AND PROVIDING AN EFFECTIVE DATE
was duly introduced for the consideration of the Council. It was then duly moved and seconded
that said Ordinance be passed; and, after due discussion, said motion, carrying with it the passage
of said Ordinance, prevailed and carried, with all members of the Council shown present above
voting “Aye,” except as noted below:
NAYS: ABSTENTIONS:
2
2. A true, full, and correct copy of the aforesaid Ordinance passed at the meeting
described in the above and foregoing paragraph is attached to and follows this Certificate; said
Ordinance has been duly recorded in the Council's minutes of said meeting; the above and
foregoing paragraph is a true, full, and correct excerpt from the Council's minutes of said
meeting pertaining to the passage of said Ordinance; the persons named in the above and
foregoing paragraph are the duly chosen, qualified, and acting officers and members of the
Council as indicated therein; that each of the officers and members of the Council was duly and
sufficiently notified officially and personally, in advance, of the time, place, and purpose of the
aforesaid meeting, and that said Ordinance would be introduced and considered for passage at
said meeting, and each of said officers and members consented, in advance, to the holding of
said meeting for such purpose; and that said meeting was open to the public, and public notice of
the time, place, and purpose of said meeting was given all as required by the Texas Government
Code, Chapter 551.
3. The Council has approved and hereby approves the Ordinance; and the Mayor
Pro-Tem (or Deputy Mayor Pro-Tem) and City Secretary hereby declare that their signing of this
Certificate shall constitute the signing of the attached and following copy of said Ordinance for
all purposes.
SIGNED AND SEALED ON OCTOBER 10, 2023
Carrie L. Land, City Secretary Lee Miller, Mayor Pro-Tem
(City Seal)
1
CITY OF ANNA
ORDINANCE NO. ______-2023
AN ORDINANCE AUTHORIZING THE ISSUANCE OF THE "CITY OF ANNA,
TEXAS, SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2023 (ANACAPRI
PUBLIC IMPROVEMENT DISTRICT IMPROVEMENT AREA #1 PROJECT)" IN A
PRINCIPAL AMOUNT NOT TO EXCEED $20,343,000 PAYABLE FROM SPECIAL
ASSESSMENTS LEVIED UPON IMPROVEMENT AREA #1 OF ANACAPRI PUBLIC
IMPROVEMENT DISTRICT TO FUND PUBLIC IMPROVEMENTS IN SAID
DISTRICT; APPROVING AND AUTHORIZING AN INDENTURE OF TRUST, A
BOND PURCHASE AGREEMENT, A LIMITED OFFERING MEMORANDUM, A
CONTINUING DISCLOSURE AGREEMENT AND OTHER AGREEMENTS AND
DOCUMENTS IN CONNECTION THEREWITH; MAKING FINDINGS WITH
RESPECT TO THE ISSUANCE OF SUCH BONDS; AND PROVIDING AN EFFECTIVE
DATE
WHEREAS, the City of Anna, Texas (the "City"), pursuant to and in accordance with the
terms, provisions and requirements of the Public Improvement District Assessment Act,
Subchapter A of Chapter 372, Texas Local Government Code, has previously established the
"AnaCapri Public Improvement District" (the "District"); and
WHEREAS, pursuant to the PID Act, the City Council of the City (the "Council")
published notice of the assessment hearing in a newspaper of general circulation in the City and
the extraterritorial jurisdiction of the City, and opened a public hearing on September 13, 2022,
regarding the levy of special assessments within the District, and the City Council convened the
hearing on September 13, 2022; and
WHEREAS, after all comments and evidence, both written and oral, were received by the
City Council, the public hearing was closed on September 13, 2022 and, on such date, the
Council adopted an ordinance levying such special assessments (the "Assessment Ordinance");
and
WHEREAS, in the Assessment Ordinance, the Council approved and accepted the
service and assessment plan relating to the District and levied the Assessments (as defined in the
Indenture (defined below)) against the Improvement Area #1 Assessed Property (as defined in
said service and assessment plan), which service and assessment plan was updated on July 11,
2023 and amended and restated on the date hereof (as updated, amended and restated, the “A&R
Service and Assessment Plan”); and
WHEREAS, the Council has found and determined that it is in the best interests of the
City to issue its bonds to be designated "City of Anna, Texas, Special Assessment Revenue
Bonds, Series 2023 (AnaCapri Public Improvement District Improvement Area #1 Project)" (the
"Bonds"), such Bonds to be payable from and secured by the Pledged Revenues (as defined in
the Indenture); and
WHEREAS, the City is authorized by the PID Act to issue the Bonds for the purpose of
(i) paying the Actual Costs (as defined in the Indenture), (ii) funding a reserve fund for payment
2
of principal and interest on the Bonds, (iii) paying a portion of the costs incidental to the
organization of the District and (iv) paying the costs of issuance of the Bonds; and
WHEREAS, the Council has found and determined to approve (i) the issuance of the
Bonds to finance the Improvement Area #1 Projects, (ii) the form, terms and provisions of the
Indenture securing the Bonds authorized hereby, (iii) the form, terms and provisions of a Bond
Purchase Agreement (defined below) between the City and the Underwriter (defined below),
(iv) a Limited Offering Memorandum (defined below), amd (v) a Continuing Disclosure
Agreement (defined below); and
WHEREAS, the meeting at which this Ordinance is considered is open to the public as
required by law, and the public notice of the time, place and purpose of said meeting was given
as required by Chapter 551, Texas Government Code, as amended;
NOW, THEREFORE BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF
ANNA, TEXAS, THAT:
Section 1. Findings. The findings and determinations set forth in the preamble
hereof are hereby incorporated by reference for all purposes as if set forth in full herein.
Section 2. Approval of Issuance of Bonds and Indenture of Trust.
(a) The issuance of the Bonds in the principal amount of $20,343,000 for the
purpose of (i) paying the Actual Costs, (ii) funding a reserve fund for payment of
principal and interest on the Bonds, (iii) paying a portion of the costs incidental to the
organization of the District, and (iv) paying the costs of issuance of the Bonds, is hereby
authorized and approved.
(b) The Bonds shall be issued and secured under that certain Indenture of
Trust (the "Indenture"), dated as of October 31, 2023, between the City and Regions
Bank, an Alabama state banking corporation with offices in Houston, Texas, as trustee
(the "Trustee"), with such changes as may be necessary or desirable to carry out the intent
of this Ordinance and as approved by the Mayor Pro-Tem (or Deputy Mayor Pro-Tem) of
the City, such approval to be evidenced by the execution and delivery of the Indenture,
which Indenture is hereby approved in substantially final form attached hereto as
Exhibit A and incorporated herein as a part hereof for all purposes. The Mayor Pro-Tem
(or Deputy Mayor Pro-Tem) of the City is hereby authorized and directed to execute the
Indenture and the City Secretary is hereby authorized and directed to attest such signature
of the Mayor Pro-Tem (or Deputy Mayor Pro-Tem).
(c) The Bonds shall be dated, shall mature on the date or dates and in the
principal amount or amounts, shall bear interest, shall be registered as to both principal
and interest, shall be subject to redemption and shall have such other terms and
provisions as set forth in the Indenture. The Bonds shall be in substantially the form set
forth in the Indenture, with such insertions, omissions and modifications as may be
required to conform the form of Bond to the actual terms of the Bonds. The Bonds shall
be payable from and secured by the Pledged Revenues (as defined in the Indenture) and
other assets of the Trust Estate (as defined in the Indenture) pledged to the Bonds, and
shall never be payable from ad valorem taxes or any other funds or revenues of the City.
3
Section 3. Sale of Bonds; Approval of Bond Purchase Agreement. The Bonds shall
be sold to FMSbonds, Inc. (the "Underwriter") at the price and on the terms and provisions set
forth in that certain Bond Purchase Agreement (the "Purchase Agreement"), dated the date
hereof, between the City and the Underwriter, attached hereto as Exhibit B and incorporated
herein as a part hereof for all purposes, which terms of sale are declared to be in the best interest
of the City. The form, terms and provisions of the Purchase Agreement are hereby authorized
and approved and the Mayor Pro-Tem (or Deputy Mayor Pro-Tem) of the City is hereby
authorized and directed to execute and deliver the Purchase Agreement. The Mayor Pro-Tem’s
(or Deputy Mayor Pro-Tem’s) signature on the Purchase Agreement may be attested by the City
Secretary. The Initial Bond shall be registered in the name of the Underwriter.
Section 4. Limited Offering Memorandum. The form and substance of the
Preliminary Limited Offering Memorandum and any addenda, supplement or amendment thereto
and the final Limited Offering Memorandum for the Bonds and any addenda, supplement or
amendment thereto (the "Limited Offering Memorandum") are hereby approved and adopted in
all respects. The Limited Offering Memorandum, with such appropriate variations as shall be
approved by the Mayor Pro-Tem (or Deputy Mayor Pro-Tem) of the City and the Underwriter,
may be used by the Underwriter in the offering and sale of the Bonds. The City Secretary is
hereby authorized and directed to include and maintain a copy of the Preliminary Limited
Offering Memorandum (as defined in the Purchase Agreement) and the Limited Offering
Memorandum and any addenda, supplement or amendment thereto thus approved among the
permanent records of this meeting. The use and distribution of the Preliminary Limited Offering
Memorandum in the offering of the Bonds is hereby ratified, approved and confirmed. The City
deems the Preliminary Limited Offering Memorandum final, within the meaning of Rule 15c2-
12 issued by the United States Securities and Exchange Commission under the Securities
Exchange Act of 1934 (the "Rule"), as of its date, except for the omission of information
specified in Section (b)(1) of the Rule, as permitted by Section (b)(1) of the Rule.
Notwithstanding the approval and delivery of such Preliminary Limited Offering Memorandum
and Limited Offering Memorandum by the Council, the Council is not responsible for and
proclaims no specific knowledge of the information contained in the Preliminary Limited
Offering Memorandum and the Limited Offering Memorandum pertaining to the Improvement
Area #1 Projects, the Developer or its financial ability, any builders, any landowners or the
appraisal of the property in the District.
Section 5. Continuing Disclosure Agreement. The City of Anna, Texas, Special
Assessment Revenue Bonds, Series 2023 (AnaCapri Public Improvement District Improvement
Area #1 Project) Continuing Disclosure Agreement of the Issuer (the "Continuing Disclosure
Agreement") between the City, P3Works, LLC and Regions Bank is hereby authorized and
approved in substantially final form attached hereto as Exhibit C and incorporated herein as a
part hereof for all purposes, and the Mayor Pro-Tem (or Deputy Mayor Pro-Tem) of the City is
hereby authorized and directed to execute and deliver such Continuing Disclosure Agreement
with such changes as may be required to carry out the purpose of this Ordinance and approved
by the Mayor Pro-Tem (or Deputy Mayor Pro-Tem), such approval to be evidenced by the
execution thereof.
Section 6. Additional Actions. The Mayor Pro Tem, Deputy Mayor Pro-Tem, the
City Manager, the Finance Director and the City Secretary are hereby authorized and directed to
take any and all actions on behalf of the City necessary or desirable to carry out the intent and
4
purposes of this Ordinance and to issue the Bonds in accordance with the terms of this
Ordinance. The Mayor Pro Tem, Deputy Mayor Pro-Tem, the City Manager, the Finance
Director and the City Secretary are hereby authorized and directed to execute and deliver any
and all certificates, agreements, notices, instruction letters, requisitions and other documents
which may be necessary or advisable in connection with the sale, issuance and delivery of the
Bonds and the carrying out of the purposes and intent of this Ordinance.
Section 7. Severability. If any Section, paragraph, clause or provision of this
Ordinance shall for any reason be held to be invalid or unenforceable, the invalidity or
unenforceability of such Section, paragraph, clause or provision shall not affect any of the
remaining provisions of this Ordinance.
Section 8. Effective Date. This Ordinance is passed on one reading as authorized by
Texas Government Code, Section 1201.028, and shall be effective immediately upon its passage
and adoption.
-------------------------------
A-1
EXHIBIT A
INDENTURE OF TRUST
INDENTURE OF TRUST
By and Between
CITY OF ANNA, TEXAS
and
REGIONS BANK,
as Trustee
DATED AS OF OCTOBER 31, 2023
SECURING
$20,343,000
CITY OF ANNA, TEXAS
SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2023
(ANACAPRI PUBLIC IMPROVEMENT DISTRICT
IMPROVEMENT AREA #1 PROJECT)
TABLE OF CONTENTS
Page
ARTICLE I – DEFINITIONS, FINDINGS AND INTERPRETATION ....................................... 4
Section 1.1. Definitions........................................................................................................... 4
Section 1.2. Findings............................................................................................................. 12
Section 1.3. Table of Contents, Titles and Headings. ........................................................... 12
Section 1.4. Interpretation. .................................................................................................... 12
ARTICLE II – THE BONDS ........................................................................................................ 13
Section 2.1. Security for the Bonds. ..................................................................................... 13
Section 2.2. Limited Obligations. ......................................................................................... 13
Section 2.3. Authorization for Indenture. ............................................................................. 13
Section 2.4. Contract with Owners and Trustee. .................................................................. 14
ARTICLE III – AUTHORIZATION; GENERAL TERMS AND PROVISIONS REGARDING
THE BONDS ................................................................................................................................ 14
Section 3.1. Authorization. ................................................................................................... 14
Section 3.2. Date, Denomination, Maturities, Numbers and Interest. .................................. 14
Section 3.3. Conditions Precedent to Delivery of Bonds. ..................................................... 15
Section 3.4. Medium, Method and Place of Payment. .......................................................... 15
Section 3.5. Execution and Registration of Bonds. .............................................................. 16
Section 3.7. Ownership. ........................................................................................................ 18
Section 3.8. Registration, Transfer and Exchange. ............................................................... 18
Section 3.9. Cancellation. ..................................................................................................... 19
Section 3.10. Temporary Bonds. ............................................................................................. 19
Section 3.11. Replacement Bonds. ......................................................................................... 20
Section 3.12. Book-Entry-Only System.................................................................................. 21
Section 3.13. Successor Securities Depository: Transfer Outside Book-Entry-Only System. 21
Section 3.14. Payments to Cede & Co. ................................................................................... 22
ARTICLE IV – REDEMPTION OF BONDS BEFORE MATURITY ....................................... 22
Section 4.1. Limitation on Redemption. ............................................................................... 22
Section 4.2. Mandatory Sinking Fund Redemption. ............................................................. 22
Section 4.3. Optional Redemption. ....................................................................................... 23
Section 4.5. Partial Redemption............................................................................................ 24
Section 4.6. Notice of Redemption to Owners. .................................................................... 24
Section 4.7. Payment upon Redemption. .............................................................................. 25
Section 4.8. Effect of Redemption. ....................................................................................... 25
ARTICLE V – FORM OF THE BONDS ..................................................................................... 26
Section 5.1. Form Generally. ................................................................................................ 26
Section 5.2. Form of the Bonds. ........................................................................................... 26
Section 5.3. Cusip Registration. ............................................................................................ 34
Section 5.4. Legal Opinion. .................................................................................................. 34
ARTICLE VI – FUNDS AND ACCOUNTS ............................................................................... 34
ii
Section 6.1. Establishment of Funds and Accounts. ............................................................. 34
Section 6.2. Initial Deposits to Funds and Accounts. ........................................................... 36
Section 6.3. Pledged Revenue Fund. .................................................................................... 36
Section 6.4. Bond Fund. ........................................................................................................ 37
Section 6.5. Project Fund. ..................................................................................................... 38
Section 6.6. Redemption Fund. ............................................................................................. 39
Section 6.7. Reserve Fund. ................................................................................................... 40
Section 6.8. Rebate Fund: Rebatable Arbitrage. ................................................................... 42
Section 6.9. Administrative Fund. ........................................................................................ 42
Section 6.10. Investment of Funds. ......................................................................................... 42
ARTICLE VII – COVENANTS ................................................................................................... 44
Section 7.1. Confirmation of Assessments. .......................................................................... 44
Section 7.2. Collection and Enforcement of Assessments. ................................................... 44
Section 7.3. Against Encumbrances. ..................................................................................... 45
Section 7.4. Records, Accounts, Accounting Reports. ......................................................... 45
Section 7.5. Covenants Regarding Tax Exemption of Interest on Bonds. ............................ 45
ARTICLE VIII – LIABILITY OF CITY ...................................................................................... 48
Section 8.1. Liability of City................................................................................................. 48
ARTICLE IX – THE TRUSTEE .................................................................................................. 49
Section 9.1. Acceptance of Trust; Trustee as Registrar and Paying Agent. ......................... 49
Section 9.2. Trustee Entitled to Indemnity. .......................................................................... 50
Section 9.3. Responsibilities of the Trustee. ......................................................................... 50
Section 9.4. Property Held in Trust. ..................................................................................... 52
Section 9.5. Trustee Protected in Relying on Certain Documents. ....................................... 52
Section 9.6. Compensation. .................................................................................................. 53
Section 9.7. Permitted Acts. .................................................................................................. 53
Section 9.8. Resignation of Trustee. ..................................................................................... 53
Section 9.9. Removal of Trustee. .......................................................................................... 54
Section 9.10. Successor Trustee.............................................................................................. 54
Section 9.11. Transfer of Rights and Property to Successor Trustee. ..................................... 55
Section 9.12. Merger, Conversion or Consolidation of Trustee. ............................................ 55
Section 9.13. Trustee to File Continuation Statements. .......................................................... 55
Section 9.14. Accounts, Periodic Reports and Certificates. ................................................... 56
Section 9.15. Construction of Indenture. ................................................................................ 56
Section 9.16. Offering Documentation. .................................................................................. 56
ARTICLE X – MODIFICATION OR AMENDMENT OF THIS INDENTURE ....................... 56
Section 10.1. Amendments Permitted. .................................................................................... 56
Section 10.2. Owners’ Meetings. ............................................................................................ 57
Section 10.3. Procedure for Amendment with Written Consent of Owners. .......................... 57
Section 10.4. Procedure for Amendment not Requiring Owner Consent. .............................. 58
Section 10.5. Effect of Supplemental Indenture. .................................................................... 58
Section 10.6. Endorsement or Replacement of Bonds Issued after Amendments. ................. 59
Section 10.7. Amendatory Endorsement of Bonds. ............................................................... 59
iii
Section 10.8. Waiver of Default. ............................................................................................ 59
Section 10.9. Execution of Supplemental Indenture. .............................................................. 59
ARTICLE XI – DEFAULT AND REMEDIES ............................................................................ 60
Section 11.1. Events of Default. ............................................................................................. 60
Section 11.2. Immediate Remedies for Default. ..................................................................... 60
Section 11.3. Restriction on Owner’s Action. ........................................................................ 61
Section 11.4. Application of Revenues and Other Moneys after Default. .............................. 62
Section 11.5. Effect of Waiver. ............................................................................................... 63
Section 11.6. Evidence of Ownership of Bonds. .................................................................... 63
Section 11.7. No Acceleration. ............................................................................................... 64
Section 11.8. Mailing of Notice. ............................................................................................. 64
Section 11.9. Exclusion of Bonds. .......................................................................................... 64
ARTICLE XII – GENERAL COVENANTS AND REPRESENTATIONS ............................... 64
Section 12.1. Representations as to Trust Estate. ................................................................... 64
Section 12.2. General. ............................................................................................................. 64
ARTICLE XIII – SPECIAL COVENANTS ................................................................................ 65
Section 13.1. Further Assurances; Due Performance. ............................................................ 65
Section 13.2. Other Obligations or Other Liens; Refunding Bonds. ...................................... 65
Section 13.3. Books of Record. .............................................................................................. 65
ARTICLE XIV – PAYMENT AND CANCELLATION OF THE BONDS AND
SATISFACTION OF THE INDENTURE ................................................................................... 66
Section 14.1. Trust Irrevocable. .............................................................................................. 66
Section 14.2. Satisfaction of Indenture. .................................................................................. 66
Section 14.3. Bonds Deemed Paid. ......................................................................................... 66
ARTICLE XV - MISCELLANEOUS .......................................................................................... 67
Section 15.1. Benefits of Indenture Limited to Parties. .......................................................... 67
Section 15.2. Successor is Deemed Included in all References to Predecessor. .................... 67
Section 15.3. Execution of Documents and Proof of Ownership by Owners. ........................ 67
Section 15.4. No Waiver of Personal Liability. ...................................................................... 68
Section 15.5. Notices to and Demands on City and Trustee. .................................................. 68
Section 15.6. Partial Invalidity................................................................................................ 69
Section 15.7. Applicable Laws. .............................................................................................. 69
Section 15.8. Payment on Business Day. ................................................................................ 69
Section 15.9. Reimbursement Agreement Amendments and Supplements. ........................... 69
Section 15.10. Counterparts. ..................................................................................................... 69
Section 15.11. Texas Government Code Verifications. ............................................................ 69
INDENTURE OF TRUST
THIS INDENTURE, dated as of October 31, 2023, is by and between the CITY OF
ANNA, TEXAS (the "City"), and REGIONS BANK, an Alabama state banking corporation with
offices in Houston, Texas, as trustee (together with its successors, the "Trustee"). Capitalized
terms used in the preambles, recitals and granting clauses and not otherwise defined shall have
the meanings assigned thereto in Article I.
WHEREAS, on February 15, 2022, a petition (the "Petition") was submitted and filed
with the City Secretary of the City (the "City Secretary") pursuant to the Public Improvement
District Assessment Act, Chapter 372, Texas Local Government Code, as amended (the "Act" or
"PID Act"), requesting the creation of a public improvement district located within the corporate
limits of the City to be known as "AnaCapri Public Improvement District" (the "District"); and
WHEREAS, the Petition contained the signatures of the owners of taxable real property
representing more than fifty percent of the appraised value of taxable real property liable for
assessment within the District, as determined by the then current ad valorem tax rolls of the
Collin Central Appraisal District, and the signatures of record property owners who own taxable
real property that constitutes more than fifty percent of the area of all taxable property that is
liable for assessment by the District; and
WHEREAS, on March 8, 2022, the City Council of the City (the "City Council") adopted
Resolution No. 2022-03-1119 accepting the Petition and calling a public hearing on the creation
of the District on April 12, 2022; and
WHEREAS, on April 12, 2022, after due notice, the City Council held the public hearing
in the manner required by law on the advisability of the improvement projects and services
described in the Petition as required by Section 372.009 of the PID Act and, on April 12, 2022,
the City Council made the findings required by Section 372.009(b) of the PID Act and, by
Resolution No. 2022-04-1140 adopted by the City Council, authorized the District in accordance
with its finding as to the advisability of the improvement projects and services; and
WHEREAS, following the adoption of Resolution No. 2022-04-1140, the City recorded
said Resolution No. 2022-04-1140 in the real property records of Collin County, Texas; and
WHEREAS, no written protests of the District from any owners of record of property
within the District were filed with the City Secretary within 20 days after the date of adoption of
Resolution No. 2022-04-1140; and
WHEREAS, the City, pursuant to Section 372.016(b) of the PID Act, published notice of
a public hearing in a newspaper of general circulation in the City where the proposed
improvements are to be undertaken to consider the proposed "Assessment Roll" and the "Service
and Assessment Plan" and the levy of the "Assessments" on property in the District; and
WHEREAS, on August 23, 2022, the City Council called for a public hearing to be held
to consider the proposed Assessment Roll, the Service and Assessment Plan and the levy of the
Assessments on the Assessed Property, and the City (i) published notice of such public hearing
in a newspaper of general circulation in the City and in the extraterritorial jurisdiction of the City
2
where the proposed improvements are to be undertaken pursuant to Section 372.0l6(b) of the Act
and (ii) mailed notice of such public hearing to the last known address of the owners of the
property liable for the Assessments pursuant to Section 372.0l6(c) of the Act; and
WHEREAS, the City Council convened the public hearing on September 13, 2022, at
which all persons who appeared, or requested to appear, in person or by their attorney, were
given the opportunity to contend for or contest the Service and Assessment Plan, the Assessment
Roll and the Assessments, and to offer testimony pertinent to any issue presented on the amount
of the Assessments, the allocation of Improvement Area #1 Improvements, the purposes of the
Assessments, the special benefits of the Assessments and the penalties and interest on annual
installments and on delinquent annual installments of the Assessments; and
WHEREAS, at the September 13, 2022 public hearing referenced above, there were no
written objections or evidence submitted to the City Secretary in opposition to the Service and
Assessment Plan, the allocation of Improvement Area #1 Improvements, the Assessment Roll or
the levy of the Assessments; and
WHEREAS, the City Council closed the public hearing and, after considering all written
and documentary evidence presented at the public hearing, including all written comments and
statements filed with the City, at the meeting held on September 13, 2022, approved and
accepted the Service and Assessment Plan in conformity with the requirements of the PID Act
and adopted the Assessment Ordinance, which Assessment Ordinance approved the Assessment
Roll and levied the Assessments; and
WHEREAS, the City Council is authorized by the PID Act to issue revenue bonds
payable from the Assessments for the purpose of (i) paying a portion of the Improvement Area
#1 Improvements, (ii) funding a reserve fund for payment of principal and interest on the Bonds,
(iii) paying a portion of the costs incidental to the organization of the District and (iv) paying the
costs of issuance of the Bonds; and
WHEREAS, the City Council now desires to issue its revenue bonds, in accordance with
the PID Act, such bonds to be entitled "City of Anna, Texas, Special Assessment Revenue
Bonds, Series 2023 (AnaCapri Public Improvement District Improvement Area #1 Project)" (the
"Bonds"), such Bonds being payable solely from the Trust Estate and for the purposes set forth in
this preamble; and
WHEREAS, the Trustee has agreed to accept the trusts herein created upon the terms set
forth in this Indenture;
NOW, THEREFORE, the City, in consideration of the foregoing premises and
acceptance by the Trustee of the trusts herein created, of the purchase and acceptance of the
Bonds by the Owners thereof, and of other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, does hereby GRANT, CONVEY, PLEDGE,
TRANSFER, ASSIGN, and DELIVER to the Trustee for the benefit of the Owners, a security
interest in all of the moneys, rights and properties described in the Granting Clauses hereof, as
follows (collectively, the "Trust Estate"):
3
FIRST GRANTING CLAUSE
The Pledged Revenues, as herein defined, including all moneys and investments held in
the Pledged Funds, including any contract or any evidence of indebtedness related thereto or
other rights of the City to receive any of such moneys or investments, whether now existing or
hereafter coming into existence, and whether now or hereafter acquired; and
SECOND GRANTING CLAUSE
Any and all other property or money of every name and nature which is, from time to
time hereafter by delivery or by writing of any kind, conveyed, pledged, assigned or transferred,
to the Trustee as additional security hereunder by the City or by anyone on its behalf or with its
written consent, and the Trustee is hereby authorized to receive any and all such property or
money at any and all times and to hold and apply the same subject to the terms thereof; and
THIRD GRANTING CLAUSE
Any and all proceeds of the foregoing property and proceeds from the investment of the
foregoing property;
TO HAVE AND TO HOLD the Trust Estate, whether now owned or hereafter acquired,
unto the Trustee and its successors or assigns;
IN TRUST NEVERTHELESS, upon the terms and trusts herein set forth for the benefit
of all present and future Owners of the Bonds from time to time issued under and secured by this
Indenture, and for enforcement of the payment of the Bonds in accordance with their terms, and
for the performance of and compliance with the obligations, covenants, and conditions of this
Indenture;
PROVIDED, HOWEVER, if the City or its assigns shall well and truly pay, or cause to
be paid, the principal or Redemption Price of and the interest on the Bonds at the times and in the
manner stated in the Bonds, according to the true intent and meaning thereof, then this Indenture
and the rights hereby granted shall cease, terminate and be void; otherwise this Indenture is to be
and remain in full force and effect;
IN ADDITION, the Bonds are special, limited obligations of the City payable solely from
the Trust Estate, as and to the extent provided in this Indenture. The Bonds do not give rise to a
charge against the general credit or taxing powers of the City and are not payable except as
provided in this Indenture. Notwithstanding anything to the contrary herein, the Owners of the
Bonds shall never have the right to demand payment thereof out of any funds of the City other
than the Trust Estate. The City shall have no legal or moral obligation to pay for the Bonds out
of any funds of the City other than the Trust Estate.
THIS INDENTURE FURTHER WITNESSETH, and it is expressly declared, that all
Bonds issued and secured hereunder are to be issued, authenticated, and delivered and the Trust
Estate hereby created, assigned, and pledged is to be dealt with and disposed of under, upon and
subject to the terms, conditions, stipulations, covenants, agreements, trusts, uses, and purposes as
hereinafter expressed, and the City has agreed and covenanted, and does hereby agree and
covenant, with the Trustee and with the respective Owners from time to time of the Bonds as
follows:
4
ARTICLE I
DEFINITIONS, FINDINGS AND INTERPRETATION
Section 1.1. Definitions.
Unless otherwise expressly provided or unless the context clearly requires otherwise in
this Indenture, the following terms shall have the meanings specified below:
"Account", in the singular, means any of the accounts established pursuant to Section 6.1
of this Indenture, and "Accounts", in the plural, means, collectively, all of the accounts
established pursuant to Section 6.1 of this Indenture.
“Actual Costs” mean with respect to Authorized Improvements, the Developer’s
demonstrated, reasonable, allocable, and allowable costs of constructing such Authorized
Improvements, as specified in a payment request in a form that has been reviewed and approved
by the City. Actual Costs may include: (1) the costs incurred by or on behalf of the Developer
(either directly or through affiliates) for the design, planning, financing,
administration/management, acquisition, installation, construction and/or implementation of such
Authorized Improvements; (2) the fees paid for obtaining permits, licenses, or other
governmental approvals for such Authorized Improvements; (3) construction management fees
equal to 4% of costs; (4) the costs incurred by or on behalf of the Developer for external
professional costs, such as engineering, geotechnical, surveying, land planning, architectural
landscapers, appraisals, legal, accounting, and similar professional services; (5) all labor, bonds,
and materials, including equipment and fixtures, by contractors, builders, and materialmen in
connection with the acquisition, construction, or implementation of the Authorized
Improvements; (6) all related permitting and public approval expenses, architectural,
engineering, and consulting fees, taxes, and governmental fees and charges.
“Additional Interest” means the amount collected by the application of the Additional
Interest Rate.
"Additional Interest Rate" means the 0.50% additional interest charged on the
Assessments pursuant to Section 372.018 of the PID Act.
"Administrative Fund" means that Fund established by Section 6.1 of this Indenture and
administered pursuant to Section 6.9 of this Indenture.
"Administrator" means an employee or designee of the City who shall have the
responsibilities provided in the Service and Assessment Plan, this Indenture, or any other
agreement or document approved by the City related to the duties and responsibilities of the
administration of the District.
“Annual Collection Costs” mean the actual or budgeted costs and expenses related to the
creation and operation of the District, the issuance and sale of PID Bonds, and the construction,
operation, and maintenance of the Authorized Improvements, including, but not limited to, costs
and expenses for: (1) the Administrator and City staff; (2) legal counsel, engineers, accountants,
5
financial advisors, and other consultants engaged by the City; (3) calculating, collecting, and
maintaining records with respect to Assessments and Annual Installments, including the costs of
foreclosure; (4) preparing and maintaining records with respect to Assessment Roll and Annual
Service Plan Updates; (5) issuing, paying, and redeeming PID Bonds; (6) investing or depositing
Assessments and Annual Installments; (7) complying with the Service and Assessment Plan and
the PID Act with respect to the issuance and sale of PID Bonds, including continuing disclosure
requirements; and (8) the paying agent/registrar and Trustee in connection with PID Bonds,
including their respective legal counsel. Annual Collection Costs collected but not expended in
any year shall be carried forward and applied to reduce Annual Collection Costs for subsequent
years.
"Annual Debt Service" means, for each Bond Year, the sum of (i) the interest due on the
Outstanding Bonds in such Bond Year (excluding interest paid from funds on deposit in the
Capitalized Interest Account of the Bond Fund), assuming that the Outstanding Bonds are retired
as scheduled (including by reason of Sinking Fund Installments), and (ii) the principal amount of
the Outstanding Bonds due in such Bond Year (including any Sinking Fund Installments due in
such Bond Year).
"Annual Installment" means, with respect to each Parcel of Assessed Property, each
annual payment of: (i) the principal of and interest on the Assessments as shown on the
Assessment Roll or in an Annual Service Plan Update, and as shown in Exhibit G-2 to the
Service and Assessment Plan, and calculated as provided in Section VI of the Service and
Assessment Plan, (ii) Annual Collection Costs and (iii) the Additional Interest.
"Annual Service Plan Update" means an update to the Service and Assessment Plan
prepared no less frequently than annually by the Administrator and approved by the City
Council.
"Applicable Laws" means the PID Act, and all other laws or statutes, rules, or regulations,
and any amendments thereto, of the State or of the United States of America, by which the City
and its powers, securities, operations, and procedures are, or may be, governed or from which its
powers may be derived.
"Assessed Property" means the property located in the Improvement Area #1 that benefit
from the Improvement Area #1 Improvements, and is defined as the "Improvement Area #1
Assessed Property" in the Service and Assessment Plan.
"Assessment Ordinance" means the ordinance adopted by the City Council on April 12,
2022, as may be amended or supplemented, that levied the Assessments on the Assessed
Property.
"Assessment Revenues" means the revenues received by the City from the collection of
Assessments, including Prepayments, Annual Installments and Foreclosure Proceeds.
"Assessment Roll" means the "Improvement Area #1 Assessment Roll", which document
is attached to the Service and Assessment Plan as Exhibit G-1, as updated, modified or amended
from time to time.
6
"Assessments" means an assessment levied against Assessed Property based on the
special benefit conferred on such Assessed Property by the Improvement Area #1 Improvements.
"Attorney General" means the Attorney General of the State.
"Authorized Denomination" means $100,000 and any integral multiple of $1,000 in
excess thereof. The City prohibits any Bond to be issued in a denomination of less than
$100,000 and further prohibits the assignment of a CUSIP number to any Bond with a
denomination of less than $100,000, and any attempt to accomplish either of the foregoing shall
be void and of no effect.
"Authorized Improvements" mean those improvements authorized by Section 372.003 of
the PID Act and to be constructed within Improvement Area #1 for which Assessments are
levied, including those described in the Service and Assessment Plan.
"Bond" means any of the Bonds.
"Bond Counsel" means McCall, Parkhurst & Horton L.L.P. or any other attorney or firm
of attorneys designated by the City that are nationally recognized for expertise in rendering
opinions as to the legality and tax-exempt status of securities issued by public entities.
"Bond Fund" means the Fund established pursuant to Section 6.1 and administered
pursuant to Section 6.4 of this Indenture.
"Bond Ordinance" means the ordinance adopted by the City Council on October 10, 2023
authorizing the issuance of the Bonds pursuant to this Indenture.
"Bond Pledged Revenue Account" means the Account in the Pledged Revenue Fund
established pursuant to Section 6.1 of this Indenture.
"Bond Year" means the one-year period beginning on October 1 in each year and ending
on September 30 in the following year.
"Bonds" means the City’s bonds authorized to be issued by Section 3.1 of this Indenture
entitled "City of Anna, Texas, Special Assessment Revenue Bonds, Series 2023 (AnaCapri
Public Improvement District Improvement Area #1 Project)" and, in the event the City issues
Refunding Bonds pursuant to Section 13.2 hereof, the term "Bonds" shall include such
Refunding Bonds.
"Business Day" means any day other than a Saturday, Sunday or legal holiday in the State
observed as such by the City or the Trustee or any national holiday observed by the Trustee.
"Certificate for Payment" means, with respect to payment or reimbursement of
Improvement Area #1 Improvements, a certificate substantially in the form of Exhibit A attached
to the Reimbursement Agreement and executed by a Person approved by the City Representative
that is delivered to the City Representative and the Trustee specifying the amount of work
performed and the Improvement Area #1 Improvements thereof, and requesting payment for
such Improvement Area #1 Improvements from money on deposit in the Improvement Area #1
7
Bond Improvement Account of the Project Fund as further described in the Reimbursement
Agreement and Section 6.5 of this Indenture.
"City Certificate" means written instructions by the City, executed by a City
Representative.
"City Representative" means that official or agent of the City authorized by the City
Council to undertake the action referenced herein.
"Code" means the Internal Revenue Code of 1986, as amended, including applicable
regulations, published rulings and court decisions.
"Comptroller" means the Comptroller of Public Accounts of the State.
"Costs of Issuance Account" means the Account in the Project Fund established pursuant
to Section 6.1 of this Indenture.
"Defeasance Securities" means Investment Securities then authorized by applicable law
for the investment of funds to defease public securities.
"Delinquency and Prepayment Reserve Account" means the reserve account administered
by the City and segregated from other funds of the City and established by Section 6.1 of this
Indenture.
"Delinquency and Prepayment Reserve Requirement" means an amount equal to 5.5% of
the principal amount of the Outstanding Bonds to be funded from the Additional Interest
deposited to the Pledged Revenue Fund and transferred to the Delinquency and Prepayment
Reserve Account.
"Delinquent Collection Costs" mean costs related to the foreclosure on Assessed Property
and the costs of collection of delinquent Assessments, delinquent Annual Installments, or any
other delinquent amounts due under the Service and Assessment Plan, including penalties and
reasonable attorney’s fees actually paid, but excluding amounts representing interest and penalty
interest.
"Delivery Date" means October 31, 2023, which is the date of delivery of the Bonds to
the initial purchaser or purchasers thereof against payment therefor.
"Designated Payment/Transfer Office" means (i) with respect to the initial Paying
Agent/Registrar named in this Indenture, the transfer/payment office designated by the Paying
Agent/Registrar, which shall initially be located in Houston, Texas, and (ii) with respect to any
successor Paying Agent/Registrar, the office of such successor designated and located as may be
agreed upon by the City and such successor.
"Developer" means AnaCapri Laguna Azure, LLC, a Wyoming limited liability
company, and any successor thereto.
8
"DTC" means The Depository Trust Company of New York, New York, or any successor
securities depository.
"DTC Participant" means brokers and dealers, banks, trust companies, clearing
corporations, and certain other organizations on whose behalf DTC was created to hold securities
to facilitate the clearance and settlement of securities transactions among DTC Participants.
"Foreclosure Proceeds" means the proceeds, including interest and penalty interest,
received by the City from the enforcement of the Assessments against any Assessed Property,
whether by foreclosure of lien or otherwise, but excluding and net of all Delinquent Collection
Costs.
"Fund", in the singular, means any of the funds established pursuant to Section 6.1 of this
Indenture, and "Funds", in the plural, means, collectively, all of the funds established pursuant to
Section 6.1 of this Indenture.
"Improvement Area #1" means that portion of the District generally described in
Section II of the Service and Assessment Plan and generally shown in Exhibit A-2 to the Service
and Assessment Plan and as specifically described in Exhibit L-2 to the Service and Assessment
Plan.
"Improvement Area #1 Improvements" means the Authorized Improvements which only
benefit the property located in the Improvement Area #1, and are described in Section III(A) and
Exhibit I-1 to the Service and Assessment Plan.
"Improvement Area #1 Improvement Costs" means the Actual Costs, as defined in the
Service and Assessment Plan (excluding Annual Collection Costs), solely for the Improvement
Area #1 Improvements.
"Indenture" means this Indenture of Trust as originally executed or as it may be from
time to time supplemented or amended by one or more indentures supplemental hereto and
entered into pursuant to the applicable provisions hereof.
"Independent Financial Consultant" means any consultant or firm of such consultants
appointed by the City who, or each of whom: (i) is judged by the City, as the case may be, to
have experience in matters relating to the issuance and/or administration of the Bonds; (ii) is in
fact independent and not under the domination of the City; (iii) does not have any substantial
interest, direct or indirect, with or in the City, or any owner of real property in the District, or any
real property in the District; and (iv) is not connected with the City as an officer or employee of
the City, but who may be regularly retained to make reports to the City.
"Initial Bonds" means the Initial Bonds authorized by Section 5.2 of this Indenture.
"Interest Payment Date" means the date or dates upon which interest on the Bonds is
scheduled to be paid until their respective dates of maturity or prior redemption, such dates being
on March 15 and September 15 of each year, commencing March 15, 2024.
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"Investment Securities" means those authorized investments described in the Public
Funds Investment Act, Chapter 2256, Government Code, as amended, which investments are, at
the time made, included in and authorized by the City’s official investment policy as approved
by the City Council from time to time. Such Investment Securities may include money market
funds that are rated in either of the two highest categories by a rating agency, including funds for
which the Trustee and/or its affiliates provide investment advisory or other management
services; provided that such money market funds are authorized investments described in the
Public Funds Investment Act, Chapter 2256, Government Code, as amended.
"Maximum Annual Debt Service" means the largest Annual Debt Service for any Bond
Year after the calculation is made through the final maturity date of any Outstanding Bonds.
“Other Obligations” means any bonds, temporary notes, time warrants, or an obligation
under an installment sale contract or reimbursement agreement secured in whole or in part by an
assessment, other than the Assessments securing the Bonds, levied against property within
Improvement Area #1 in accordance with the PID Act.
"Outstanding" means, as of any particular date when used with reference to Bonds, all
Bonds authenticated and delivered under this Indenture except (i) any Bond that has been
canceled by the Trustee (or has been delivered to the Trustee for cancellation) at or before such
date, (ii) any Bond for which the payment of the principal or Redemption Price of and interest on
such Bond shall have been made as provided in Article IV, (iii) any Bond in lieu of or in
substitution for which a new Bond shall have been authenticated and delivered pursuant to
Section 3.10 of this Indenture and (iv) any Bond alleged to have been mutilated, destroyed, lost
or stolen which have been paid as provided in this Indenture.
"Owner" means the Person who is the registered owner of a Bond or Bonds, as shown in
the Register, which shall be Cede & Co., as nominee for DTC, so long as the Bonds are in book-
entry only form and held by DTC as securities depository in accordance with Section 3.11 of this
Indenture.
"Parcel" or "Parcels" means a parcel or parcels within the District identified by either a
tax map identification number assigned by the Collin Central Appraisal District for real property
tax purposes or by lot and block number in a final subdivision plat recorded in the real property
records of Collin County.
"Paying Agent/Registrar" means initially the Trustee, or any successor thereto as
provided in this Indenture.
"Person" or "Persons" means any individual, corporation, partnership, limited liability
company, joint venture, association, joint-stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.
"Pledged Funds" means, collectively, the Pledged Revenue Fund, the Bond Fund, the
Project Fund, the Reserve Fund and the Redemption Fund.
"Pledged Revenue Fund" means that fund established pursuant to Section 6.1 of this
Indenture and administered pursuant to Section 6.3 of this Indenture.
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"Pledged Revenues" means, collectively, the (i) Assessment Revenues (excluding the
portion of the Assessments and Annual Installments collected for the payment of Annual
Collection Costs and Delinquent Collection Costs, as set forth in the Service and Assessment
Plan), (ii) the moneys held in any of the Pledged Funds and (iii) any additional revenues that the
City may pledge to the payment of the Bonds.
"Prepayment" means the payment of all or a portion of an Assessment before the due date
thereof. Amounts received at the time of a Prepayment which represent a payment of principal,
interest or penalties on a delinquent installment of an Assessment are not to be considered a
Prepayment, but rather are to be treated as the payment of the regularly scheduled Assessment.
"Principal and Interest Account" means the Account in the Bond Fund established
pursuant to Section 6.1 of this Indenture.
"Project Fund" means that fund established pursuant to Section 6.1 and administered
pursuant to Section 6.5.
"Purchaser" means the initial purchaser of the Bonds.
"Rebatable Arbitrage" means rebatable arbitrage as defined in Section 1.148-3 of the
Treasury Regulations.
"Rebate Fund" means that fund established pursuant to Section 6.1 of this Indenture and
administered pursuant to Section 6.8 of this Indenture.
"Record Date" means the close of business on the last Business Day of the month next
preceding an Interest Payment Date.
"Redemption Fund" means that fund established pursuant to Section 6.1 of this Indenture
and administered pursuant to Section 6.6 of this Indenture.
"Redemption Price" means, when used with respect to any Bond or portion thereof, the
principal amount of such Bond or such portion thereof plus the applicable premium, if any, plus
accrued and unpaid interest on such Bond to the date fixed for redemption payable upon
redemption thereof pursuant to this Indenture.
"Refunding Bonds" means bonds issued to refund all or any portion of the Outstanding
Bonds and secured by a parity lien with the Outstanding Bonds on the Pledged Revenues, as
more specifically described in the Supplemental Indenture authorizing such Refunding Bonds.
"Register" means the register specified in Article III of this Indenture.
"Reimbursement Agreement" means the Improvement Area #1 Reimbursement
Agreement, AnaCapri Public Improvement District, by and between the City and the Developer,
dated as of April 11, 2023, as may be amended and/or supplemented from time to time, which
provides, in part, for the construction and maintenance of the Improvement Area #1
Improvements, the issuance of the Bonds, the payment or reimbursement of costs of
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Improvement Area #1 Improvements not paid from the Project Fund, and other matters related
thereto.
"Release Condition" shall have the meaning assigned to such term in Section 6.5(g)(2) in
this Indenture.
"Reserve Account" means the Account in the Reserve Fund established pursuant to
Section 6.1 of this Indenture.
"Reserve Fund" means that fund established pursuant to Section 6.1 of this Indenture and
administered pursuant to Section 6.7 of this Indenture.
"Reserve Fund Obligations" means cash or Investment Securities.
"Reserve Account Requirement" means the least of: (i) Maximum Annual Debt Service
on the Bonds as of the date of issuance, (ii) 125% of average Annual Debt Service on the Bonds
as of the date of issuance, and (iii) 10% of the proceeds of the Bonds; provided, however, that
such amount shall be reduced by the amount of any transfers made pursuant to Section 6.7(c);
and provided further that as a result of (1) an optional redemption pursuant to Section 4.3 or (2)
an extraordinary optional redemption pursuant to Section 4.4, the Reserve Account Requirement
shall be reduced by a percentage equal to the pro rata principal amount of Bonds redeemed by
such redemption divided by the total principal amount of the Outstanding Bonds prior to such
redemption. As of the Delivery Date, the Reserve Account Requirement is $1,740,548.76, which
is an amount equal to the Reserve Account Requirement defined above.
"Service and Assessment Plan" means the document, including the Assessment Roll,
which is attached as Exhibit A of the Assessment Ordinance, as may be updated, amended and
supplemented from time to time.
"Sinking Fund Installment" means the amount of money to redeem or pay at maturity the
principal of a Stated Maturity of Bonds payable from such installments at the times and in the
amounts provided in Section 4.2 of this Indenture.
"Special Record Date" has the meaning set forth in in the form of Bond included in
Section 5.2 hereof.
"State" means the State of Texas.
"Stated Maturity" means the date the Bonds, or any portion of the Bonds, as applicable,
are scheduled to mature without regard to any redemption or Prepayment.
"Supplemental Indenture" means an indenture which has been duly executed by the
Trustee and a City Representative pursuant to an ordinance adopted by the City Council and
which indenture amends or supplements this Indenture, but only if and to the extent that such
indenture is specifically authorized hereunder.
"Treasury Regulations" shall have the meaning assigned to such term in Section 7.5(c).
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"Trust Estate" means the Trust Estate described in the granting clauses of this Indenture,
and the Trust Estate shall only include Pledged Revenues related to the Assessments levied on
the Assessed Property within Improvement Area #1, unless the City pledges additional revenues
to the payment of the Bonds, which additional pledge may only be created in a Supplemental
Indenture.
"Trustee" means Regions Bank, Houston, Texas, an Alabama state banking corporation
with offices in Houston, Texas and authorized to do business in the State, in its capacity as
trustee hereunder, and its successors, and any other corporation or association that may at any
time be substituted in its place, as provided in Article IX, such entity to serve as Trustee and
Paying Agent/Registrar for the Bonds.
"Value of Investment Securities" means the amortized value of any Investment Securities,
provided, however, that all United States of America, United States Treasury Obligations – State
and Local Government Series shall be valued at par and those obligations which are redeemable
at the option of the holder shall be valued at the price at which such obligations are then
redeemable. The computations shall include accrued interest on the investment securities paid as
a part of the purchase price thereof and not collected. For the purposes of this definition
"amortized value," when used with respect to a security purchased at par means the purchase
price of such security and when used with respect to a security purchased at a premium above or
discount below par, means as of any subsequent date of valuation, the value obtained by dividing
the total premium or discount by the number of interest payment dates remaining to maturity on
any such security after such purchase and by multiplying the amount as calculated by the number
of interest payment dates having passed since the date of purchase and (i) in the case of a
security purchased at a premium, by deducting the product thus obtained from the purchase
price, and (ii) in the case of a security purchased at a discount, by adding the product thus
obtained to the purchase price.
Section 1.2. Findings.
The declarations, determinations and findings declared, made and found in the preamble
to this Indenture are hereby adopted, restated and made a part of the operative provisions hereof.
Section 1.3. Table of Contents, Titles and Headings.
The table of contents, titles, and headings of the Articles and Sections of this Indenture
have been inserted for convenience of reference only and are not to be considered a part hereof
and shall not in any way modify or restrict any of the terms or provisions hereof and shall never
be considered or given any effect in construing this Indenture or any provision hereof or in
ascertaining intent, if any question of intent should arise.
Section 1.4. Interpretation.
(a) Unless the context requires otherwise, words of the masculine gender shall be
construed to include correlative words of the feminine and neuter genders and vice versa, and
words of the singular number shall be construed to include correlative words of the plural
number and vice versa.
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(b) Words importing persons include any individual, corporation, limited liability
company, partnership, joint venture, association, joint stock company, trust, unincorporated
organization or government or agency or political subdivision thereof.
(c) Any reference to a particular Article or Section shall be to such Article or Section
of this Indenture unless the context shall require otherwise.
(d) This Indenture and all the terms and provisions hereof shall be liberally construed
to effectuate the purposes set forth herein to sustain the validity of this Indenture.
ARTICLE II
THE BONDS
Section 2.1. Security for the Bonds.
(a) The Bonds, as to principal, interest and redemption premium, if any, are and shall
be equally and ratably secured by and payable from a first lien on and pledge of the Trust Estate.
(b) The lien on and pledge of the Trust Estate shall be valid and binding and fully
perfected from and after the Delivery Date, without physical delivery or transfer of control of the
Trust Estate, the filing of this Indenture or any other act; all as provided in Chapter 1208 of the
Texas Government Code, as amended, which applies to the issuance of the Bonds and the pledge
of the Trust Estate granted by the City under this Indenture, and such pledge is therefore valid,
effective and perfected. If State law is amended at any time while the Bonds are Outstanding
such that the pledge of the Trust Estate granted by the City under this Indenture is to be subject
to the filing requirements of Chapter 9, Business and Commerce Code, then in order to preserve
to the registered owners of the Bonds the perfection of the security interest in said pledge, the
City agrees to take such measures as it determines are reasonable and necessary under State law
to comply with the applicable provisions of Chapter 9, Business and Commerce Code and enable
a filing to perfect the security interest in said pledge to occur.
Section 2.2. Limited Obligations.
The Bonds are special and limited obligations of the City, payable solely from and
secured solely by the Trust Estate, including the Pledged Revenues; and the Bonds shall never be
payable out of funds raised or to be raised by taxation or from any other revenues, properties or
income of the City.
Section 2.3. Authorization for Indenture.
The terms and provisions of this Indenture and the execution and delivery hereof by the
City to the Trustee have been duly authorized by official action of the City Council. The City
has ascertained and it is hereby determined and declared that the execution and delivery of this
Indenture is necessary to carry out and effectuate the purposes set forth in the preambles of this
Indenture and that each and every covenant or agreement herein contained and made is
necessary, useful and/or convenient in order to better secure the Bonds and is a contract or
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agreement necessary, useful and/or convenient to carry out and effectuate the purposes herein
described.
Section 2.4. Contract with Owners and Trustee.
(a) The purposes of this Indenture are to establish a lien and the security for, and to
prescribe the minimum standards for the authorization, issuance, execution and delivery of, the
Bonds and to prescribe the rights of the Owners, and the rights and duties of the City and the
Trustee.
(b) In consideration of the purchase and acceptance of any or all of the Bonds by
those who shall purchase and hold the same from time to time, the provisions of this Indenture
shall be a part of the contract of the City with the Owners, and shall be deemed to be and shall
constitute a contract among the City, the Owners, and the Trustee.
ARTICLE III
AUTHORIZATION; GENERAL TERMS AND PROVISIONS REGARDING THE
BONDS
Section 3.1. Authorization.
The Bonds are hereby authorized to be issued and delivered in accordance with the
Constitution and laws of the State, including particularly the PID Act. The Bonds shall be issued
in the aggregate principal amount of $20,343,000 for the purpose of (i) paying a portion of the
Improvement Area #1 Improvements, (ii) funding a reserve fund for payment of principal and
interest on the Bonds, (iii) paying a portion of the costs incidental to the organization of the
District and (iv) paying the costs of issuance of the Bonds.
Section 3.2. Date, Denomination, Maturities, Numbers and Interest.
(a) The Bonds shall be dated the Delivery Date and shall be issued in Authorized
Denominations. The Bonds shall be in fully registered form, without coupons, and shall be
numbered separately from R-1 upward, except the Initial Bond, which shall be numbered T-1.
(b) Interest shall accrue and be paid on each Bond from the later of the Delivery Date
or the most recent Interest Payment Date to which interest has been paid or provided for, at the
rate per annum set forth below until the principal thereof has been paid on the maturity date
specified below, or on a date of earlier redemption, or otherwise provided for. Such interest shall
be payable semiannually on March 15 and September 15 of each year, commencing March 15,
2024, computed on the basis of a 360-day year of twelve 30-day months.
(c) The Bonds shall mature on September 15 in the years and in the principal
amounts and shall bear interest at the rates set forth below:
15
Year
Principal
Amount
Interest
Rate
2042 $ 8,497,000 7.000%
2052 $11,846,000 7.375%
(d) The Bonds shall be subject to mandatory sinking fund redemption, optional
redemption, and extraordinary optional redemption prior to maturity as provided in Article IV,
and shall otherwise have the terms, tenor, denominations, details, and specifications as set forth
in the form of Bond set forth in Section 5.2.
Section 3.3. Conditions Precedent to Delivery of Bonds.
The Bonds shall be executed by the City and delivered to the Trustee, whereupon the
Trustee shall authenticate the Bonds and, upon payment of the purchase price of the Bonds, shall
deliver the Bonds upon the order of the City, but only upon delivery to the Trustee of:
(a) a certified copy of the Assessment Ordinance;
(b) a certified copy of the Bond Ordinance;
(c) a copy of the executed Reimbursement Agreement with all executed amendments
thereto;
(d) a copy of this Indenture executed by the Trustee and the City;
(e) an executed City Certificate directing the authentication and delivery of the
Bonds, describing the Bonds to be authenticated and delivered, designating the purchasers to
whom the Bonds are to be delivered, stating the purchase price of the Bonds and stating that all
items required by this Section are therewith delivered to the Trustee;
(f) an executed Signature and No-Litigation Certificate;
(g) an executed opinion of Bond Counsel; and
(h) the approving opinion of the Attorney General of the State and the State
Comptroller’s registration certificate.
Section 3.4. Medium, Method and Place of Payment.
(a) Principal of and interest on the Bonds shall be paid in lawful money of the United
States of America, as provided in this Section.
(b) Interest on the Bonds shall be payable to the Owners thereof as shown in the
Register at the close of business on the relevant Record Date or Special Record Date, as
applicable.
(c) Interest on the Bonds shall be paid by check, dated as of the Interest Payment
Date, and sent, first class United States mail, postage prepaid, by the Paying Agent/Registrar to
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each Owner at the address of each as such appears in the Register or by such other customary
banking arrangement acceptable to the Paying Agent/Registrar and the Owner; provided,
however, the Owner shall bear all risk and expense of such other banking arrangement.
(d) The principal of each Bond shall be paid to the Owner of such Bond on the due
date thereof, whether at the maturity date or the date of prior redemption thereof, upon
presentation and surrender of such Bond at the Designated Payment/Transfer Office of the
Paying Agent/Registrar.
(e) If the date for the payment of the principal of or interest on the Bonds shall be a
Saturday, Sunday, legal holiday, or day on which banking institutions in the city where the
Designated Payment/Transfer Office of the Paying Agent/Registrar is located are required or
authorized by law or executive order to close, the date for such payment shall be the next
succeeding day that is not a Saturday, Sunday, legal holiday, or day on which banking
institutions are required or authorized to close, and payment on such date shall for all purposes
be deemed to have been made on the due date thereof as specified in Section 3.2 of this
Indenture.
(f) Unclaimed payments of amounts due hereunder shall be segregated in a special
account and held in trust, uninvested by the Paying Agent/Registrar, for the account of the
Owner of the Bonds to which such unclaimed payments pertain. Subject to any escheat,
abandoned property, or similar law of the State, any such payments remaining unclaimed by the
Owners entitled thereto for three (3) years after the applicable payment or redemption date shall
be applied to the next payment or payments on the Bonds thereafter coming due and, to the
extent any such money remains after the retirement of all Outstanding Bonds, shall be paid to the
City to be used for any lawful purpose. Thereafter, none of the City, the Paying Agent/Registrar,
or any other Person shall be liable or responsible to any holders of such Bonds for any further
payment of such unclaimed moneys or on account of any such Bonds, subject to any applicable
escheat law or similar law of the State.
Section 3.5. Execution and Registration of Bonds.
(a) The Bonds shall be executed on behalf of the City by the Mayor (or in the
Mayor’s absence, the Mayor Pro-Tem) and City Secretary, by their manual or facsimile
signatures, and the official seal of the City shall be impressed or placed in facsimile thereon such
facsimile signatures on the Bonds shall have the same effect as if each of the Bonds had been
signed manually and in person by each of said officers, and such facsimile seal on the Bonds
shall have the same effect as if the official seal of the City had been manually impressed upon
each of the Bonds.
(b) In the event that any officer of the City whose manual or facsimile signature
appears on the Bonds ceases to be such officer before the authentication of such Bonds or before
the delivery thereof, such manual or facsimile signature nevertheless shall be valid and sufficient
for all purposes as if such officer had remained in such office.
(c) Except as provided below, no Bond shall be valid or obligatory for any purpose or
be entitled to any security or benefit of this Indenture unless and until there appears thereon the
Certificate of Trustee substantially in the form provided herein, duly authenticated by manual
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execution by an officer or duly authorized signatory of the Trustee. It shall not be required that
the same officer or authorized signatory of the Trustee sign the Certificate of Trustee on all of
the Bonds. In lieu of the executed Certificate of Trustee described above, the Initial Bond
delivered on the Delivery Date shall have attached thereto the Comptroller’s Registration
Certificate substantially in the form provided herein, manually executed by the Comptroller, or
by his duly authorized agent, which certificate shall be evidence that the Initial Bond has been
duly approved by the Attorney General, is a valid and binding obligation of the City, and has
been registered by the Comptroller.
(d) On the Delivery Date, one Initial Bond representing the entire principal amount of
all Bonds, payable in stated installments to the Purchaser, or its designee, executed with the
manual or facsimile signatures of the Mayor (or in the Mayor’s Absence, the Mayor Pro-Tem)
and the City Secretary, approved by the Attorney General, and registered and manually signed by
the Comptroller, will be delivered to the Purchaser or its designee. Upon payment for the Initial
Bond, the Trustee shall cancel the Initial Bond and deliver to DTC on behalf of the Purchaser
one registered definitive Bond for each year of maturity of the Bonds, in the aggregate principal
amount of all Bonds for such maturity, registered in the name of Cede & Co., as nominee of
DTC.
Section 3.6 Refunding Bonds.
(a) Except in accordance with the provisions of this Indenture, including Section
13.2, the City shall not issue additional bonds, notes or other obligations payable from any
portion of the Trust Estate, other than Refunding Bonds. The City reserves the right to issue
Refunding Bonds, the proceeds of which would be utilized to refund all or any portion of the
Outstanding Bonds or Outstanding Refunding Bonds and to pay all costs incident to the
Refunding Bonds, as authorized by the laws of the State of Texas. Except as limited by the
terms of this Indenture, including Section 13.2, the City reserves the right to incur debt payable
from sources other than the Trust Estate, including revenue derived from contracts with other
entities, including private corporations, municipalities and political subdivisions issued
particularly for the purchase, construction, improvement, extension, replacement, enlargement or
repair of the facilities needed in performing any such contract.
(b) The principal of all Refunding Bonds must be scheduled to be paid, be subject to
mandatory sinking fund redemption or mature on September 15 of the years in which such
principal is scheduled to be paid. All Refunding Bonds must bear interest at a fixed rate and any
interest payment dates for Refunding Bonds must be March 15 and September 15. The date, rate
or rates of interest on, interest payment dates, maturity dates, redemption and all other terms and
provisions of Refunding Bonds shall be set forth in a Supplemental Indenture.
(c) Upon their authorization by the City, the Refunding Bonds of a series issued
under this Section 3.6 and in accordance with Article IV hereof shall be issued and shall be
delivered to the purchasers or owners thereof, but before, or concurrently with, the delivery of
said Refunding Bonds to such purchasers or owners there shall have been filed with the Trustee
the items required by Section 3.3 above.
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Section 3.7. Ownership.
(a) The City, the Trustee, the Paying Agent/Registrar and any other Person may treat
the Person in whose name any Bond is registered as the absolute owner of such Bond for the
purpose of making and receiving payment as provided herein (except interest shall be paid to the
Person in whose name such Bond is registered on the Record Date or Special Record Date, as
applicable) and for all other purposes, whether or not such Bond is overdue, and none of the
City, the Trustee or the Paying Agent/Registrar shall be bound by any notice or knowledge to the
contrary.
(b) All payments made to the Owner of any Bond shall be valid and effectual and
shall discharge the liability of the City, the Trustee and the Paying Agent/Registrar upon such
Bond to the extent of the sums paid.
Section 3.8. Registration, Transfer and Exchange.
(a) So long as any Bond remains Outstanding, the City shall cause the Paying
Agent/Registrar to keep at the Designated Payment/Transfer Office a Register in which, subject
to such reasonable regulations as it may prescribe, the Paying Agent/Registrar shall provide for
the registration and transfer of Bonds in accordance with this Indenture. The Paying
Agent/Registrar represents and warrants that it will maintain a copy of the Register, and shall
cause the Register to be current with all registration and transfer information as from time to time
may be applicable.
(b) A Bond shall be transferable only upon the presentation and surrender thereof at
the Designated Payment/Transfer Office of the Paying Agent/Registrar with such endorsement or
other evidence of transfer as is acceptable to the Paying Agent/Registrar. No transfer of any
Bond shall be effective until entered in the Register.
(c) The Bonds shall be exchangeable upon the presentation and surrender thereof at
the Designated Payment/Transfer Office of the Paying Agent/Registrar for a Bond or Bonds of
the same maturity and interest rate and in any Authorized Denomination and in an aggregate
principal amount equal to the unpaid principal amount of the Bond presented for exchange. The
Trustee is hereby authorized to authenticate and deliver Bonds exchanged for other Bonds in
accordance with this Section.
(d) The Trustee is hereby authorized to authenticate and deliver Bonds transferred or
exchanged in accordance with this Section. A new Bond or Bonds will be delivered by the
Paying Agent/Registrar, in lieu of the Bond being transferred or exchanged, at the Designated
Payment/Transfer Office, or sent by United States mail, first class, postage prepaid, to the Owner
or his designee. Each transferred Bond delivered by the Paying Agent/Registrar in accordance
with this Section shall constitute an original contractual obligation of the City and shall be
entitled to the benefits and security of this Indenture to the same extent as the Bond or Bonds in
lieu of which such transferred Bond is delivered.
(e) Each exchange Bond delivered in accordance with this Section shall constitute an
original contractual obligation of the City and shall be entitled to the benefits and security of this
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Indenture to the same extent as the Bond or Bonds in lieu of which such exchange Bond is
delivered.
(f) No service charge shall be made to the Owner for the initial registration,
subsequent transfer, or exchange for a different denomination of any of the Bonds. The Paying
Agent/Registrar, however, may require the Owner to pay a sum sufficient to cover any tax or
other governmental charge that is authorized to be imposed in connection with the registration,
transfer, or exchange of a Bond.
(g) Neither the City nor the Paying Agent/Registrar shall be required to issue,
transfer, or exchange any Bond or portion thereof called for redemption prior to maturity within
forty-five (45) days prior to the date fixed for redemption; provided, however, such limitation
shall not be applicable to an exchange by the Owner of the uncalled principal balance of a Bond.
Section 3.9. Cancellation.
All Bonds paid or redeemed before scheduled maturity in accordance with this Indenture,
and all Bonds in lieu of which exchange Bonds or replacement Bonds are authenticated and
delivered in accordance with this Indenture, shall be cancelled, and proper records shall be made
regarding such payment, redemption, exchange, or replacement. Whenever in this Indenture
provision is made for the cancellation by the Trustee of any Bonds, the Trustee shall dispose of
cancelled Bonds in accordance with its record retention policies.
Section 3.10. Temporary Bonds.
(a) Following the delivery and registration of the Initial Bond and pending the
preparation of definitive Bonds, the proper officers of the City may execute and, upon the City’s
request, the Trustee shall authenticate and deliver, one or more temporary Bonds that are printed,
lithographed, typewritten, mimeographed or otherwise produced, in any denomination,
substantially of the tenor of the definitive Bonds in lieu of which they are delivered, without
coupons, and with such appropriate insertions, omissions, substitutions and other variations as
the officers of the City executing such temporary Bonds may determine, as evidenced by their
signing of such temporary Bonds.
(b) Until exchanged for Bonds in definitive form, such Bonds in temporary form shall
be entitled to the benefit and security of this Indenture.
(c) The City, without unreasonable delay, shall prepare, execute and deliver to the
Trustee the Bonds in definitive form; thereupon, upon the presentation and surrender of the Bond
or Bonds in temporary form to the Paying Agent/Registrar, the Paying Agent/Registrar shall
cancel the Bonds in temporary form and the Trustee shall authenticate and deliver in exchange
therefor a Bond or Bonds of the same maturity and series, in definitive form, in the Authorized
Denomination, and in the same aggregate principal amount, as the Bond or Bonds in temporary
form surrendered. Such exchange shall be made without the making of any charge therefor to
any Owner.
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Section 3.11. Replacement Bonds.
(a) Upon the presentation and surrender to the Paying Agent/Registrar of a mutilated
Bond, the City shall issue and the Trustee shall authenticate and deliver in exchange therefor a
replacement Bond of like tenor and principal amount, bearing a number not contemporaneously
outstanding. The City or the Paying Agent/Registrar may require the Owner of such Bond to pay
a sum sufficient to cover any tax or other governmental charge that is authorized to be imposed
in connection therewith and any other expenses connected therewith.
(b) In the event that any Bond is lost, apparently destroyed or wrongfully taken, the
City shall issue and the Trustee, pursuant to the applicable laws of the State and in the absence of
notice or knowledge that such Bond has been acquired by a bona fide purchaser, shall
authenticate and deliver a replacement Bond of like tenor and principal amount bearing a number
not contemporaneously outstanding, provided that the Owner first complies with the following
requirements:
(i) furnishes to the Paying Agent/Registrar satisfactory evidence of his or her
ownership of and the circumstances of the loss, destruction or theft of such Bond;
(ii) furnishes such security or indemnity as may be required by the Paying
Agent/Registrar and the Trustee to save them and the City harmless;
(iii) pays all expenses and charges in connection therewith, including, but not
limited to, printing costs, legal fees, fees of the Trustee and the Paying Agent/Registrar
and any tax or other governmental charge that is authorized to be imposed; and
(iv) satisfies any other reasonable requirements imposed by the City and the
Trustee.
(c) After the delivery of such replacement Bond, if a bona fide purchaser of the
original Bond in lieu of which such replacement Bond was issued presents for payment such
original Bond, the City and the Paying Agent/Registrar shall be entitled to recover such
replacement Bond from the Person to whom it was delivered or any Person taking therefrom,
except a bona fide purchaser, and shall be entitled to recover upon the security or indemnity
provided therefor to the extent of any loss, damage, cost, or expense incurred by the City, the
Paying Agent/Registrar or the Trustee in connection therewith.
(d) In the event that any such mutilated, lost, apparently destroyed or wrongfully
taken Bond has become or is about to become due and payable, the Paying Agent/Registrar, in its
discretion, instead of issuing a replacement Bond, may pay such Bond if it has become due and
payable or may pay such Bond when it becomes due and payable.
(e) Each replacement Bond delivered in accordance with this Section shall constitute
an original additional contractual obligation of the City and shall be entitled to the benefits and
security of this Indenture to the same extent as the Bond or Bonds in lieu of which such
replacement Bond is delivered.
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Section 3.12. Book-Entry-Only System.
(a) The Bonds shall initially be issued in book-entry-only form and shall be deposited
with DTC, which is hereby appointed to act as the securities depository therefor, in accordance
with the blanket issuer letter of representations from the City to DTC. On the Delivery Date, the
definitive Bonds shall be issued in the form of a single typewritten certificate for each maturity
thereof registered in the name of Cede & Co., as nominee for DTC.
(b) With respect to Bonds registered in the name of Cede & Co., as nominee of DTC,
the City and the Paying Agent/Registrar shall have no responsibility or obligation to any DTC
Participant or to any Person on behalf of whom such a DTC Participant holds an interest in the
Bonds. Without limiting the immediately preceding sentence, the City and the Paying
Agent/Registrar shall have no responsibility or obligation with respect to (i) the accuracy of the
records of DTC, Cede & Co. or any DTC Participant with respect to any ownership interest in
the Bonds, (ii) the delivery to any DTC Participant or any other Person, other than an Owner, as
shown on the Register, of any notice with respect to the Bonds, including any notice of
redemption, or (iii) the payment to any DTC Participant or any other Person, other than an
Owner, as shown in the Register of any amount with respect to principal of, premium, if any, or
interest on the Bonds. Notwithstanding any other provision of this Indenture to the contrary, the
City and the Paying Agent/Registrar shall be entitled to treat and consider the Person in whose
name each Bond is registered in the Register as the absolute owner of such Bond for the purpose
of payment of principal of, premium, if any, and interest on Bonds, for the purpose of giving
notices of redemption and other matters with respect to such Bond, for the purpose of registering
transfer with respect to such Bond, and for all other purposes whatsoever. The Paying
Agent/Registrar shall pay all principal of, premium, if any, and interest on the Bonds only to or
upon the order of the respective Owners as shown in the Register, as provided in this Indenture,
and all such payments shall be valid and effective to fully satisfy and discharge the City’s
obligations with respect to payment of principal of, premium, if any, and interest on the Bonds to
the extent of the sum or sums so paid. No Person other than an Owner, as shown in the Register,
shall receive a Bond certificate evidencing the obligation of the City to make payments of
amounts due pursuant to this Indenture. Upon delivery by DTC to the Paying Agent/Registrar of
written notice to the effect that DTC has determined to substitute a new nominee in place of
Cede & Co., and subject to the provisions in this Indenture with respect to interest checks or
drafts being mailed to the registered owner at the close of business on the Record Date or Special
Record Date, as applicable, the word "Cede & Co." in this Indenture shall refer to such new
nominee of DTC.
Section 3.13. Successor Securities Depository: Transfer Outside Book-Entry-Only
System.
In the event that the City determines that DTC is incapable of discharging its
responsibilities described herein and in the blanket issuer letter of representations from the City
to DTC, the City shall (i) appoint a successor securities depository, qualified to act as such under
Section 17(a) of the Securities and Exchange Act of 1934, as amended, notify DTC and DTC
Participants of the appointment of such successor securities depository and transfer one or more
separate Bonds to such successor securities depository; or (ii) notify DTC and DTC Participants
of the availability through DTC of certificated Bonds and cause the Paying Agent/Registrar to
transfer one or more separate registered Bonds to DTC Participants having Bonds credited to
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their DTC accounts. In such event, the Bonds shall no longer be restricted to being registered in
the Register in the name of Cede & Co., as nominee of DTC, but may be registered in the name
of the successor securities depository, or its nominee, or in whatever name or names Owners
transferring or exchanging Bonds shall designate, in accordance with the provisions of this
Indenture.
Section 3.14. Payments to Cede & Co.
Notwithstanding any other provision of this Indenture to the contrary, so long as any
Bonds are registered in the name of Cede & Co., as nominee of DTC, all payments with respect
to principal of, premium, if any, and interest on such Bonds, and all notices with respect to such
Bonds shall be made and given, respectively, in the manner provided in the blanket letter of
representations from the City to DTC.
ARTICLE IV
REDEMPTION OF BONDS BEFORE MATURITY
Section 4.1. Limitation on Redemption.
The Bonds shall be subject to redemption before their scheduled maturity only as
provided in this Article IV.
Section 4.2. Mandatory Sinking Fund Redemption.
(a) The Bonds maturing on September 15 in each of the years 2042 and 2052
(collectively, the “Term Bonds”), are subject to mandatory sinking fund redemption prior to their
respective maturities and will be redeemed by the City in part at the Redemption Price from
moneys available for such purpose in the Principal and Interest Account of the Bond Fund
pursuant to Article VI, on the dates and in the respective Sinking Fund Installments as set forth
in the following schedule:
Term Bonds maturing September 15, 2042
Redemption Date Sinking Fund Installment Amount
September 15, 2024 $354,000
September 15, 2025 234,000
September 15, 2026 251,000
September 15, 2027 269,000
September 15, 2028 288,000
September 15, 2029 309,000
September 15, 2030 331,000
September 15, 2031 355,000
September 15, 2032 381,000
September 15, 2033 409,000
September 15, 2034 438,000
September 15, 2035 470,000
September 15, 2036 505,000
September 15, 2037 541,000
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September 15, 2038 581,000
September 15, 2039 623,000
September 15, 2040 669,000
September 15, 2041 718,000
September 15, 2042* 771,000
Term Bonds maturing September 15, 2052
Redemption Date Sinking Fund Installment Amount
September 15, 2043 $ 827,000
September 15, 2044 891,000
September 15, 2045 960,000
September 15, 2046 1,035,000
September 15, 2047 1,115,000
September 15, 2048 1,202,000
September 15, 2049 1,295,000
September 15, 2050 1,396,000
September 15, 2051 1,504,000
September 15, 2052* 1,621,000
* Stated Maturity.
(b) At least thirty (30) days prior to each mandatory sinking fund redemption date,
and subject to any prior reduction authorized by this Indenture, the Trustee shall select by lot, or
by any other customary method that results in a random selection, a principal amount of Bonds
of such maturity equal to the Sinking Fund Installment amount of such Bonds to be redeemed,
shall call such Bonds for redemption on such scheduled mandatory sinking fund redemption
date, and shall give notice of such mandatory sinking fund redemption, as provided in Section
4.6.
(c) The principal amount of Bonds required to be redeemed on any mandatory
sinking fund redemption date pursuant to subparagraph (a) of this Section 4.2 shall be reduced, at
the option of the City, by the principal amount of any Bonds of such maturity which, at least 30
days prior to the mandatory sinking fund redemption date shall have been acquired by the City at
a price not exceeding the principal amount of such Bonds plus accrued unpaid interest to the date
of purchase thereof, and delivered to the Trustee for cancellation.
(d) The Sinking Fund Installments of Term Bonds required to be redeemed on any
mandatory sinking fund redemption date pursuant to subparagraph (a) of this Section 4.2 shall be
reduced in integral multiples of $1,000 by any portion of such Bonds, which, at least 30 days
prior to the mandatory sinking fund redemption date, shall have been redeemed pursuant to the
optional redemption or extraordinary optional redemption provisions in Sections 4.3 and 4.4,
respectively, hereof, and not previously credited to a mandatory sinking fund redemption.
Section 4.3. Optional Redemption.
The City reserves the right and option to redeem Bonds before their scheduled maturity
date, in whole or in part, on any date on or after September 15, 2033, such redemption date or
dates to be fixed by the City, at the Redemption Price.
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Section 4.4. Extraordinary Optional Redemption.
The City reserves the right and option to redeem Bonds before their respective scheduled
maturity dates, in whole or in part, on any date, at the Redemption Price, from amounts on
deposit in the Redemption Fund as a result of Prepayments (including related transfers to the
Redemption Fund as provided in Section 6.7(c)) or any other transfers to the Redemption Fund
under the terms of this Indenture.
Section 4.5. Partial Redemption.
(a) If less than all of the Bonds are to be redeemed pursuant to either Sections 4.2, 4.3
or 4.4, Bonds may be redeemed in minimum principal amounts of $1,000 or any integral thereof.
Each Bond shall be treated as representing the number of Bonds that is obtained by dividing the
principal amount of such Bond by $1,000. No redemption shall result in a Bond in a
denomination of less than an Authorized Denomination; provided, however, if the amount of
Outstanding Bonds is less than an Authorized Denomination after giving effect to such partial
redemption, a Bond in the principal amount equal to the unredeemed portion, but not less than
$1,000, may be issued.
(b) If less than all of the Bonds are called for optional redemption pursuant to Section
4.3 hereof, the Trustee shall rely on directions provided in a City Certificate in selecting the
Bonds to be redeemed.
(c) If less than all of the Bonds are called for extraordinary optional redemption
pursuant to Section 4.4 hereof, the Bonds or portion of a Bond to be redeemed shall be allocated
on a pro rata basis (as nearly as practicable) among all Outstanding Bonds.
(d) Upon surrender of any Bond for redemption in part, the Trustee in accordance
with Section 3.7 of this Indenture, shall authenticate and deliver an exchange Bond or Bonds in
an aggregate principal amount equal to the unredeemed portion of the Bond so surrendered, such
exchange being without charge.
Section 4.6. Notice of Redemption to Owners.
(a) Upon written direction from the City to the Trustee of the exercise of any
redemption provision provided hereunder, the Trustee shall give notice of any redemption of
Bonds by sending notice by first class United States mail, postage prepaid, not less than 30 days
before the date fixed for redemption, to the Owner of each Bond or portion thereof to be
redeemed, at the address shown in the Register.
(b) The notice shall state the redemption date, the Redemption Price, the place at
which the Bonds are to be surrendered for payment, and, if less than all the Bonds Outstanding
are to be redeemed, and subject to Section 4.5, an identification of the Bonds or portions thereof
to be redeemed, any conditions to such redemption and that on the redemption date, if all
conditions, if any, to such redemption have been satisfied, such Bond shall become due and
payable.
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(c) Any notice given as provided in this Section shall be conclusively presumed to
have been duly given, whether or not the Owner receives such notice.
(d) With respect to any optional redemption of the Bonds, unless the Trustee has
received funds sufficient to pay the Redemption Price of the Bonds to be redeemed before giving
of a notice of redemption, the notice may state the City may condition redemption on the receipt
of such funds by the Trustee on or before the date fixed for the redemption, or on the satisfaction
of any other prerequisites set forth in the notice of redemption. If a conditional notice of
redemption is given and such prerequisites to the redemption and sufficient funds are not
received, the notice shall be of no force and effect, the City shall not redeem the Bonds and the
Trustee shall give notice, in the manner in which the notice of redemption was given, that the
Bonds have not been redeemed.
(e) The City has the right to rescind any optional redemption or extraordinary
optional redemption described in Section 4.3 or 4.4 by written notice to the Trustee on or prior to
the date fixed for redemption. Any notice of redemption shall be cancelled and annulled if for
any reason funds are not available on the date fixed for redemption for the payment in full of the
Bonds then called for redemption, and such cancellation shall not constitute an Event of Default
under this Indenture. Upon written direction from the City, the Trustee shall mail notice of
rescission of redemption in the same manner notice of redemption was originally provided.
Section 4.7. Payment Upon Redemption.
(a) The Trustee shall make provision for the payment of the Bonds to be redeemed on
such date by setting aside and holding in trust an amount from the Redemption Fund or
otherwise received by the Trustee from the City and shall use such funds solely for the purpose
of paying the Redemption Price on the Bonds being redeemed.
(b) Upon presentation and surrender of any Bond called for redemption at the
designated corporate trust office of the Trustee on or after the date fixed for redemption, the
Trustee shall pay the Redemption Price on such Bond to the date of redemption from the moneys
set aside for such purpose.
Section 4.8. Effect of Redemption.
Notice of redemption having been given as provided in Section 4.6 of this Indenture, the
Bonds or portions thereof called for redemption shall become due and payable on the date fixed
for redemption provided that funds for the payment of the Redemption Price of such Bonds to
the date fixed for redemption are on deposit with the Trustee; thereafter, such Bonds or portions
thereof shall cease to bear interest from and after the date fixed for redemption, whether or not
such Bonds are presented and surrendered for payment on such date.
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ARTICLE V
FORM OF THE BONDS
Section 5.1. Form Generally.
(a) The Bonds, including the Registration Certificate of the Comptroller, the
Certificate of the Trustee, and the Assignment to appear on each of the Bonds, (i) shall be
substantially in the form set forth in this Article with such appropriate insertions, omissions,
substitutions, and other variations as are permitted or required by this Indenture, and (ii) may
have such letters, numbers, or other marks of identification (including identifying numbers and
letters of the Committee on Uniform Securities Identification Procedures of the American
Bankers Association) and such legends and endorsements (including any reproduction of an
opinion of counsel) thereon as, consistently herewith, may be determined by the City or by the
officers executing such Bonds, as evidenced by their execution thereof.
(b) Any portion of the text of any Bonds may be set forth on the reverse side thereof,
with an appropriate reference thereto on the face of the Bonds.
(c) The definitive Bonds shall be typewritten, printed, lithographed, or engraved, and
may be produced by any combination of these methods or produced in any other similar manner,
all as determined by the officers executing such Bonds, as evidenced by their execution thereof.
(d) The Initial Bond submitted to the Attorney General may be typewritten and
photocopied or otherwise reproduced.
Section 5.2. Form of the Bonds.
(a) Form of Bond.
REGISTERED
NO. ______
United States of America
State of Texas
CITY OF ANNA, TEXAS
SPECIAL ASSESSMENT REVENUE BOND, SERIES 2023
(ANACAPRI PUBLIC IMPROVEMENT DISTRICT
IMPROVEMENT AREA #1 PROJECT)
REGISTERED
$__________
INTEREST RATE MATURITY DATE DELIVERY DATE CUSIP NUMBER
______% September 15, 20__ October 31, 2023 __________
NEITHER THE FAITH AND CREDIT NOR THE TAXING
POWER OF THE STATE OF TEXAS, THE CITY, OR ANY
OTHER POLITICAL CORPORATION, SUBDIVISION OR
AGENCY THEREOF, IS PLEDGED TO THE PAYMENT
OF THE PRINCIPAL OF OR INTEREST ON THIS BOND.
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The City of Anna, Texas (the "City"), for value received, hereby promises to pay, solely
from the Trust Estate, to
or registered assigns, on the Maturity Date, as specified above, the sum of
______________________________ DOLLARS
unless this Bond shall have been sooner called for redemption and the payment of the principal
hereof shall have been paid or provision for such payment shall have been made, and to pay
interest on the unpaid principal amount hereof from the later of the Delivery Date, as specified
above, or the most recent Interest Payment Date to which interest has been paid or provided for
until such principal amount shall have been paid or provided for, at the per annum rate of interest
specified above, computed on the basis of a 360-day year of twelve 30-day months, such interest
to be paid semiannually on March 15 and September 15 of each year, commencing March 15,
2024.
Capitalized terms appearing herein that are defined terms in the Indenture (defined
below) have the meanings assigned to them in the Indenture. Reference is made to the Indenture
for such definitions and for all other purposes.
The principal of this Bond shall be payable without exchange or collection charges in
lawful money of the United States of America upon presentation and surrender of this Bond at
the corporate trust office in Houston, Texas (the "Designated Payment/Transfer Office"), of
Regions Bank, as trustee and paying agent/registrar (the "Trustee"), or, with respect to a
successor trustee and paying agent/registrar, at the Designated Payment/Transfer Office of such
successor. Interest on this Bond is payable by check dated as of the Interest Payment Date,
mailed by the Trustee to the registered owner at the address shown on the registration books kept
by the Trustee or by such other customary banking arrangements acceptable to the Trustee,
requested by, and at the risk and expense of, the Person to whom interest is to be paid. For the
purpose of the payment of interest on this Bond, the registered owner shall be the Person in
whose name this Bond is registered at the close of business on the "Record Date," which shall be
the close of business on the fifteenth calendar day of the month next preceding such Interest
Payment Date; provided, however, that in the event of nonpayment of interest on a scheduled
Interest Payment Date, and for 30 days thereafter, a new record date for such interest payment (a
"Special Record Date") will be established by the Trustee, if and when funds for the payment of
such interest have been received from the City. Notice of the Special Record Date and of the
scheduled payment date of the past due interest (which shall be 15 days after the Special Record
Date) shall be sent at least five Business Days prior to the Special Record Date by United States
mail, first class postage prepaid, to the address of each Owner of a Bond appearing on the books
of the Trustee at the close of business on the last Business Day preceding the date of mailing
such notice.
If a date for the payment of the principal of or interest on the Bonds is a Saturday,
Sunday, legal holiday, or a day on which banking institutions in the city in which the Designated
Payment/Transfer Office is located are authorized by law or executive order to close, then the
______________________________________
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date for such payment shall be the next succeeding Business Day, and payment on such date
shall have the same force and effect as if made on the original date payment was due.
This Bond is one of a duly authorized issue of assessment revenue bonds of the City
having the designation specified in its title (herein referred to as the "Bonds"), dated as of the
Delivery Date and issued in the aggregate principal amount of $20,343,000 and issued, with the
limitations described herein, pursuant to an Indenture of Trust, dated as of October 31, 2023 (the
"Indenture"), by and between the City and the Trustee, to which Indenture reference is hereby
made for a description of the amounts thereby pledged and assigned, the nature and extent of the
lien and security, the respective rights thereunder to the holders of the Bonds, the Trustee, and
the City, and the terms upon which the Bonds are, and are to be, authenticated and delivered and
by this reference to the terms of which each holder of this Bond hereby consents. All Bonds
issued under the Indenture are equally and ratably secured by the amounts thereby pledged and
assigned. The Bonds are being issued for the purpose of (i) paying a portion of the Improvement
Area #1 Improvements, (ii) funding a reserve fund for payment of principal and interest on the
Bonds, (iii) paying a portion of the costs incidental to the organization of the District and (iv)
paying the costs of issuance of the Bonds.
The Bonds are special, limited obligations of the City payable solely from the Trust
Estate. Reference is hereby made to the Indenture, copies of which are on file with and available
upon request from the Trustee, for the provisions, among others, with respect to the nature and
extent of the duties and obligations of the City, the Trustee and the Owners. The Owner of this
Bond, by the acceptance hereof, is deemed to have agreed and consented to the terms, conditions
and provisions of the Indenture.
IN THE INDENTURE, THE CITY HAS RESERVED THE RIGHT to issue Refunding
Bonds payable from and secured by a lien on and pledge of the sources described above on a
parity with this Bond.
Notwithstanding any provision hereof, the Indenture may be released and the obligation
of the City to make money available to pay this Bond may be defeased by the deposit of money
and/or certain direct or indirect Defeasance Securities sufficient for such purpose as described in
the Indenture.
The Bonds are issuable as fully registered bonds only in denominations of $100,000 and
any multiple of $1,000 in excess thereof ("Authorized Denominations"). Except to the extent
permitted by the Indenture, the City prohibits the breaking up or allocation of CUSIP numbers to
any Bond or Bonds in denominations of less than $100,000, and any attempt to do so will be
void and of no effect.
The Bonds maturing on September 15 in the years 2042 and 2052 (collectively, "Term
Bonds"), are subject to mandatory sinking fund redemption prior to their respective maturities
and will be redeemed by the City in part at the Redemption Price from moneys available for such
purpose in the Principal and Interest Account of the Bond Fund pursuant to Article VI of the
Indenture, on the dates and in the respective sinking fund installments as set forth in the
following schedule:
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Term Bonds maturing September 15, 2042
Redemption Date Sinking Fund Installment Amount
September 15, 2024 $354,000
September 15, 2025 234,000
September 15, 2026 251,000
September 15, 2027 269,000
September 15, 2028 288,000
September 15, 2029 309,000
September 15, 2030 331,000
September 15, 2031 355,000
September 15, 2032 381,000
September 15, 2033 409,000
September 15, 2034 438,000
September 15, 2035 470,000
September 15, 2036 505,000
September 15, 2037 541,000
September 15, 2038 581,000
September 15, 2039 623,000
September 15, 2040 669,000
September 15, 2041 718,000
September 15, 2042* 771,000
Term Bonds maturing September 15, 2052
Redemption Date Sinking Fund Installment Amount
September 15, 2043 $ 827,000
September 15, 2044 891,000
September 15, 2045 960,000
September 15, 2046 1,035,000
September 15, 2047 1,115,000
September 15, 2048 1,202,000
September 15, 2049 1,295,000
September 15, 2050 1,396,000
September 15, 2051 1,504,000
September 15, 2052* 1,621,000
* Stated Maturity.
At least thirty (30) days prior to each mandatory sinking fund redemption date, and
subject to any prior reduction authorized by the Indenture, the Trustee shall select for redemption
by lot, or by any other customary method that results in a random selection, a principal amount
of Bonds of such maturity equal to the Sinking Fund Installments of such Bonds to be redeemed,
shall call such Bonds for redemption on such scheduled mandatory sinking fund redemption
date, and shall give notice of such redemption, as provided in Section 4.6 of the Indenture.
The principal amount of Bonds required to be redeemed on any mandatory sinking fund
redemption date shall be reduced, at the option of the City, by the principal amount of any Bonds
of such maturity which, at least 30 days prior to the sinking fund redemption date shall have been
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acquired by the City at a price not exceeding the principal amount of such Bonds plus accrued
and unpaid interest to the date of purchase thereof, and delivered to the Trustee for cancellation.
The Sinking Fund Installments of Term Bonds required to be redeemed on any
mandatory sinking fund redemption shall be reduced in integral multiples of $1,000 by any
portion of such Bonds, which, at least 30 days prior to the mandatory sinking fund redemption
date, shall have been redeemed pursuant to the optional redemption or extraordinary optional
redemption provisions in the Indenture and not previously credited to a mandatory sinking fund
redemption.
The City reserves the right and option to redeem Bonds before their scheduled maturity
date, in whole or in part, on any date on or after September 15, 2033, such redemption date or
dates to be fixed by the City, at the Redemption Price.
The Bonds are subject to extraordinary optional redemption prior to maturity in whole or
in part, on any date, at the Redemption Price from amounts on deposit in the Redemption Fund
as a result of Prepayments or any other transfers to the Redemption Fund under the terms of the
Indenture.
If less than all of the Bonds are to be redeemed, Bonds may be redeemed in minimum
principal amounts of $1,000 or any integral thereof. Each Bond shall be treated as representing
the number of Bonds that is obtained by dividing the principal amount of such Bond by $1,000.
No redemption shall result in a Bond in a denomination of less than an Authorized
Denomination; provided, however, if the amount of Outstanding Bonds is less than an
Authorized Denomination after giving effect to such partial redemption, a Bond in the principal
amount equal to the unredeemed portion, but not less than $1,000, may be issued.
If less than all of the Bonds are called for optional redemption, the Trustee shall rely on
directions provided in a City Certificate in selecting the Bonds to be redeemed.
If less than all of the Bonds are called for extraordinary optional redemption, the Bonds
to be redeemed shall be allocated on a pro rata basis (as nearly as practicable) among all
Outstanding Bonds.
Upon written direction from the City to the Trustee of the exercise of any redemption
provision provided under the Indenture, the Trustee shall give notice of any redemption of Bonds
by sending notice by first class United States mail, postage prepaid, not less than 30 days before
the date fixed for redemption, to the Owner of each Bond (or portion thereof) to be redeemed, at
the address shown on the Register. The notice shall state the redemption date, the Redemption
Price, the place at which the Bonds are to be surrendered for payment, and, if less than all the
Bonds Outstanding are to be redeemed, an identification of the Bonds or portions thereof to be
redeemed, any conditions to such redemption and that on the redemption date, if all conditions, if
any, to such redemption have been satisfied, such Bond shall become due and payable. Any
notice so given shall be conclusively presumed to have been duly given, whether or not the
Owner receives such notice.
With respect to any optional redemption of the Bonds, unless the Trustee has received
funds sufficient to pay the Redemption Price of the Bonds to be redeemed before giving of a
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notice of redemption, the notice may state the City may condition redemption on the receipt of
such funds by the Trustee on or before the date fixed for the redemption, or on the satisfaction of
any other prerequisites set forth in the notice of redemption. If a conditional notice of
redemption is given and such prerequisites to the redemption and sufficient funds are not
received, the notice shall be of no force and effect, the City shall not redeem the Bonds and the
Trustee shall give notice, in the manner in which the notice of redemption was given, that the
Bonds have not been redeemed.
The City has the right to rescind any optional redemption or extraordinary optional
redemption described in the Indenture by written notice to the Trustee on or prior to the date
fixed for redemption. Any notice of redemption shall be cancelled and annulled if for any reason
funds are not available on the date fixed for redemption for the payment in full of the Bonds then
called for redemption, and such cancellation shall not constitute an Event of Default under the
Indenture. Upon written direction from the City, the Trustee shall mail notice of rescission of
redemption in the same manner notice of redemption was originally provided.
The Indenture permits, with certain exceptions as therein provided, the amendment
thereof and the modification of the rights and obligations of the City and the rights of the holders
of the Bonds under the Indenture at any time Outstanding affected by such modification. The
Indenture also contains provisions permitting the holders of specified percentages in aggregate
principal amount of the Bonds at the time Outstanding, on behalf of the holders of all the Bonds,
to waive compliance by the City with certain past defaults under the Bond Ordinance or the
Indenture and their consequences. Any such consent or waiver by the holder of this Bond or any
predecessor Bond evidencing the same debt shall be conclusive and binding upon such holder
and upon all future holders thereof and of any Bond issued upon the transfer thereof or in
exchange therefor or in lieu thereof, whether or not notation of such consent or waiver is made
upon this Bond.
As provided in the Indenture, this Bond is transferable upon surrender of this Bond for
transfer at the Designated Payment/Transfer Office, with such endorsement or other evidence of
transfer as is acceptable to the Trustee, and upon delivery to the Trustee of such certifications
and/or opinion of counsel as may be required under the Indenture for the transfer of this Bond.
Upon satisfaction of such requirements, one or more new fully registered Bonds of the same
Stated Maturity, of Authorized Denominations, bearing the same rate of interest, and for the
same aggregate principal amount will be issued to the designated transferee or transferees.
Neither the City nor the Trustee shall be required to issue, transfer or exchange any Bond
called for redemption where such redemption is scheduled to occur within 45 calendar days of
the transfer or exchange date; provided, however, such limitation shall not be applicable to an
exchange by the registered owner of the uncalled principal balance of a Bond.
The City, the Trustee, and any other Person may treat the Person in whose name this
Bond is registered as the owner hereof for the purpose of receiving payment as herein provided
(except interest shall be paid to the Person in whose name this Bond is registered on the Record
Date or Special Record Date, as applicable) and for all other purposes, whether or not this Bond
be overdue, and neither the City nor the Trustee shall be affected by notice to the contrary.
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NEITHER THE FULL FAITH AND CREDIT NOR THE GENERAL TAXING POWER
OF THE CITY, COLLIN COUNTY, TEXAS, OR THE STATE OF TEXAS, OR ANY
POLITICAL SUBDIVISION THEREOF, IS PLEDGED TO THE PAYMENT OF THE
BONDS.
IT IS HEREBY CERTIFIED AND RECITED that the issuance of this Bond and the
series of which it is a part is duly authorized by law; that all acts, conditions and things required
to be done precedent to and in the issuance of the Bonds have been properly done and performed
and have happened in regular and due time, form and manner, as required by law; and that the
total indebtedness of the City, including the Bonds, does not exceed any Constitutional or
statutory limitation.
IN WITNESS WHEREOF, the City Council of the City has caused this Bond to be
executed under the official seal of the City.
____________________________
City Secretary Mayor
[CITY SEAL]
(b) Form of Comptroller’s Registration Certificate.
The following Registration Certificate of Comptroller of Public Accounts shall appear on
the Initial Bond:
REGISTRATION CERTIFICATE OF
COMPTROLLER OF PUBLIC ACCOUNTS
OFFICE OF THE COMPTROLLER §
OF PUBLIC ACCOUNTS § REGISTER NO. ______________
THE STATE OF TEXAS §
I HEREBY CERTIFY THAT there is on file and of record in my office a certificate to
the effect that the Attorney General of the State of Texas has approved this Bond, and that this
Bond has been registered this day by me.
WITNESS MY SIGNATURE AND SEAL OF OFFICE this __________________.
_______________________________
Comptroller of Public Accounts
of the State of Texas
[SEAL]
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(c) Form of Certificate of Trustee.
CERTIFICATE OF TRUSTEE
It is hereby certified that this is one of the Bonds of the series of Bonds referred to in the
within mentioned Indenture.
REGIONS BANK,
as Trustee
DATED: _________________
By: _____________________________
Authorized Signatory
(d) Form of Assignment.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto (print
or typewrite name and address, including zip code, of Transferee.)
_____________________________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________
(Social Security or other identifying number: ____________________________) the within
Bond and all rights hereunder, and hereby irrevocably constitutes and appoints
___________________________________________, attorney, to register the transfer of the
within Bond on the books kept for registration thereof, with full power of substitution in the
premises.
Dated: ___________________________
Signature Guaranteed by:
___________________________________
Authorized Signatory
NOTICE: The signature on this Assignment
must correspond with the name of the
registered owner as it appears on the face of
the within Bond in every particular and must
be guaranteed in a manner acceptable to the
Trustee.
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(e) The Initial Bond shall be in the form set forth in paragraphs (a) through (d) of this
section, except for the following alterations:
(i) immediately under the name of the Bond the heading "INTEREST RATE" and
"MATURITY DATE" shall both be completed with the expression "As Shown Below," and the
reference to the "CUSIP NUMBER" shall be deleted;
(ii) in the first paragraph of the Bond, the words "on the Maturity Date, as specified
above, the sum of ______________________________ DOLLARS" shall be deleted and the
following will be inserted: "on September 15 in each of the years, in the principal installments
and bearing interest at the per annum rates set forth in the following schedule:
Year Principal Amount Interest Rate"
(Information to be inserted from Section 3.2(c)); and
(iii) the Initial Bond shall be numbered T-1.
Section 5.3. CUSIP Registration.
The City may secure identification numbers through CUSIP Global Services, managed by
S&P Global Markets Intelligence on behalf of the American Bankers Association, New York,
New York, and may authorize the printing of such numbers on the face of the Bonds. It is
expressly provided, however, that the presence or absence of CUSIP numbers on the Bonds shall
be of no significance or effect as regards the legality thereof and none of the City, the attorneys
approving said Bonds as to legality or the Trustee are to be held responsible for CUSIP numbers
incorrectly printed on the Bonds. Except as authorized under Section 4.5 hereof, the City
prohibits any Bond to be issued in a denomination of less than $100,000 and further prohibits the
assignment of a CUSIP number to any Bond with a denomination of less than $100,000, and any
attempt to accomplish either of the foregoing shall be void and of no effect. The Trustee may
include in any redemption notice a statement to the effect that the CUSIP numbers on the Bonds
have been assigned by an independent service and are included in such notice solely for the
convenience of the Bondholders and that neither the City nor the Trustee shall be liable for any
inaccuracies in such numbers.
Section 5.4. Legal Opinion.
The approving legal opinion of Bond Counsel may be printed on or attached to each
Bond over the certification of the City Secretary of the City, which may be executed in facsimile.
ARTICLE VI
FUNDS AND ACCOUNTS
Section 6.1. Establishment of Funds and Accounts.
(a) Creation of Funds. The following Funds are hereby created and established
under this Indenture:
(i) Pledged Revenue Fund;
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(ii) Bond Fund;
(iii) Project Fund;
(iv) Reserve Fund;
(v) Redemption Fund;
(vi) Rebate Fund; and
(vii) Administrative Fund.
(b) Creation of Accounts.
(i) The following Account is hereby created and established under the Bond
Fund:
(A) Principal and Interest Account.
(ii) The following Accounts are hereby created and established under the
Reserve Fund:
(A) Reserve Account; and
(B) Delinquency and Prepayment Reserve Account.
(iii) The following Accounts are hereby created and established under the
Project Fund:
(A) Improvement Area #1 Bond Improvement Account; and
(B) Costs of Issuance Account.
(iv) The following Account is hereby created and established under the
Pledged Revenue Fund:
(A) Bond Pledged Revenue Account.
(c) Each Fund and each Account created within such Fund shall be maintained by the
Trustee separate and apart from all other funds and accounts of the City. The Pledged Funds
shall constitute trust funds which shall be held in trust by the Trustee as part of the Trust Estate
solely for the benefit of the Owners of the Bonds. Amounts on deposit in the Funds and
Accounts shall be used solely for the purposes set forth herein.
(d) Interest earnings and profit on each respective Fund and Account established by
this Indenture shall be applied or withdrawn for the purposes of such Fund or Account as
specified below.
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Section 6.2. Initial Deposits to Funds and Accounts.
(a) The proceeds from the sale of the Bonds shall be paid to the Trustee and
deposited or transferred by the Trustee as follows:
(i) to the Reserve Account of the Reserve Fund: $1,740,548.76, which is
equal to the initial Reserve Account Requirement;
(ii) to the Costs of Issuance Account of the Project Fund: $1,069,113.81;
(iii) to the Improvement Area #1 Bond Improvement Account of the Project
Fund: $16,440,000.00; and
(iv) to the Administrative Fund: $40,000.00.
Section 6.3. Pledged Revenue Fund.
(a) Periodically upon receipt thereof, the City shall transfer or cause to be transferred,
pursuant to a City Certificate provided to the Trustee for deposit to the Pledged Revenue Fund
the Assessments and Annual Installments, other than the portion of the Assessments and Annual
Installments allocated to the payment of Annual Collection Costs and Delinquent Collection
Costs, which shall be deposited to the Administrative Fund in accordance with Section 6.9
hereof. Following such deposit to the Pledged Revenue Fund, the City shall transfer or cause to
be transferred pursuant to a City Certificate provided to the Trustee the following amounts from
the Pledged Revenue Fund to the following Accounts: (i) first, to the Bond Pledged Revenue
Account of the Pledged Revenue Fund, an amount sufficient to pay debt service on the Bonds
next coming due, and (ii) second, if necessary, to the Reserve Account of the Reserve Fund, an
amount to cause the amount in the Reserve Account to equal the Reserve Account Requirement.
Notwithstanding the foregoing, the Additional Interest shall only be utilized for the purposes set
forth in Section 6.7 hereof and, immediately following the initial deposit to the Pledged Revenue
Fund, prior to any other transfers or deposits being made under this Section 6.3(a), if the
Delinquency and Prepayment Reserve Account of the Reserve Fund does not contain the
Delinquency and Prepayment Reserve Requirement and Additional Interest is collected, then all
such Additional Interest will be transferred into the Delinquency and Prepayment Reserve
Account until the Delinquency and Prepayment Reserve Requirement is met. In addition, in the
event the City owes Rebatable Arbitrage to the United States Government pursuant to Section
6.8 hereof, the City shall provide a City Certificate to the Trustee to transfer to the Rebate Fund,
prior to any other transfer under this Section 6.3(a), the full amount of Rebatable Arbitrage owed
by the City, as further described in Section 6.10(f) hereof. If any funds remain on deposit in the
Pledged Revenue Fund after the foregoing deposits are made, the City shall have the option, in
its sole and absolute discretion, to use such excess funds for any one or more of the following
purposes: (i) pay other costs of the Improvement Area #1 Improvements, (ii) pay other costs
permitted by the PID Act, or (iii) deposit such excess into the Redemption Fund to redeem
Bonds as provided in Article IV. Along with each transfer to the Trustee, the City shall provide a
certificate as to the funds, accounts and payments into which the amounts are to be deposited or
paid.
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(b) From time to time as needed to pay the obligations relating to the Bonds, but no
later than five (5) Business Days before each Interest Payment Date, the Trustee shall withdraw
from the Pledged Revenue Fund and transfer to the Principal and Interest Account of the Bond
Fund, an amount, taking into account any amounts then on deposit in such Principal and Interest
Account, such that the amount on deposit in the Principal and Interest Account equals the
principal (including any Sinking Fund Installments) and interest due on the Bonds on the next
Interest Payment Date.
(c) If, after the foregoing transfers and any transfer from the Reserve Fund as
provided in Section 6.7, there are insufficient funds to make the payments provided in paragraph
(b) above, the Trustee shall apply the available funds in the Principal and Interest Account first
to the payment of interest, then to the payment of principal (including any Sinking Fund
Installments) on the Bonds.
(d) The Trustee shall transfer Prepayments to the Redemption Fund to be used to
redeem Bonds pursuant to Section 4.4 promptly after deposit of such amounts into the Pledged
Revenue Fund.
(e) Promptly after the deposit of Foreclosure Proceeds into the Pledged Revenue
Fund, the Trustee shall transfer such Foreclosure Proceeds first to the Reserve Fund to restore
any transfers from the Accounts within the Reserve Fund made with respect to the particular
Assessed Property to which the Foreclosure Proceeds relate (first, to replenish the Reserve
Account Requirement and second, to replenish the Delinquency and Prepayment Reserve
Requirement), and second, to the Redemption Fund to be used to redeem Bonds pursuant to
Section 4.4.
(f) After satisfaction of the requirement to provide for the payment of the principal
and interest on the Bonds and to fund any deficiency that may exist in the Reserve Fund, the
Trustee shall transfer any Pledged Revenues remaining in the Pledged Revenue Fund for the
purposes set forth in Section 6.3(a) hereof, as directed by the City in a City Certificate.
Section 6.4. Bond Fund.
(a) On each Interest Payment Date, the Trustee shall withdraw from the Principal and
Interest Account and transfer to the Paying Agent/Registrar the principal (including any Sinking
Fund Installments) and interest then due and payable on the Bonds.
(b) If amounts in the Principal and Interest Account are insufficient for the purposes
set forth in paragraph (a) above, the Trustee shall withdraw from the Reserve Fund amounts to
cover the amount of such insufficiency pursuant to Section 6.7(f). Amounts so withdrawn from
the Reserve Fund shall be deposited in the Principal and Interest Account and transferred to the
Paying Agent/Registrar.
(c) If, after the foregoing transfers and any transfer from the Reserve Fund as
provided in Section 6.7, there are insufficient funds to make the payments provided in paragraph
(a) above, the Trustee shall apply the available funds in the Principal and Interest Account first to
the payment of interest, then to the payment of principal (including any Sinking Fund
Installments) on the Bonds.
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Section 6.5. Project Fund.
(a) Money on deposit in the Project Fund shall be used for the purposes specified in
Section 3.1.
(b) (1) Disbursements from the Costs of Issuance Account of the Project Fund shall
be made by the Trustee to pay costs of issuance of the Bonds pursuant to one or more City
Certificates.
(2) Disbursements from the Improvement Area #1 Bond Improvement Account of the
Project Fund to pay Improvement Area #1 Improvements shall be made by the Trustee upon
receipt by the Trustee of a properly executed and completed Certificate for Payment. The funds
from the Improvement Area #1 Bond Improvement Account of the Project Fund shall be
disbursed in accordance with a Certificate for Payment for Improvement Area #1 Improvements
as described in the Reimbursement Agreement. Each such Certificate for Payment shall include
a list of the payees and the payments to be made to such payees as well as a statement that all
payments shall be made by check or wire transfer in accordance with the payment instructions
set forth in such Certificate for Payment or in the invoices submitted therewith and the Trustee
may rely on such payment instructions with no duty to investigate or inquire as to the
authenticity of or authorization for the invoice or the payment instructions contained therein.
(c) Except as provided in Section 6.5(d), (f) and (h), money on deposit in the
Improvement Area #1 Bond Improvement Account of the Project Fund shall be used solely to
pay Improvement Area #1 Improvements.
(d) If the City Representative determines in his or her sole discretion that certain
amounts then on deposit in the Improvement Area #1 Bond Improvement Account are not
expected to be expended for purposes of the Project Fund due to the abandonment, or
constructive abandonment, of one or more of the Improvement Area #1 Improvements such that,
in the opinion of the City Representative, it is unlikely that the amounts in the Improvement Area
#1 Bond Improvement Account will ever be expended for the purposes of the Project Fund, the
City Representative shall file a City Certificate with the Trustee which identifies the amounts
then on deposit in the Improvement Area #1 Bond Improvement Account that are not expected to
be used for purposes of the Project Fund. If such City Certificate is so filed, the identified
amounts on deposit in the Improvement Area #1 Bond Improvement Account shall be transferred
to the Bond Fund or to the Redemption Fund to be used to redeem Bonds pursuant to Section 4.4
as directed by the City Representative in a City Certificate filed with the Trustee. Upon such
transfer, the Improvement Area #1 Bond Improvement Account of the Project Fund shall be
closed.
(e) In making any determination pursuant to this Section, the City Representative
may conclusively rely upon a certificate of an Independent Financial Consultant.
(f) Upon the filing of a City Certificate stating that all Improvement Area #1
Improvements have been completed and that all Improvement Area #1 Improvements have been
paid, or that any Improvement Area #1 Improvements are not required to be paid from the
Project Fund pursuant to a Certificate for Payment, the Trustee shall transfer the amount, if any,
remaining within the Improvement Area #1 Bond Improvement Account of the Project Fund to
the Bond Fund or to the Redemption Fund to be used to redeem Bonds pursuant to Section 4.4 as
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directed by the City Representative in a City Certificate filed with the Trustee. Upon such
transfer, the Improvement Area #1 Bond Improvement Account of the Project Fund shall be
closed.
(g) (1) The aggregate amount of funds that the Trustee may disburse from the
Improvement Area #1 Bond Improvement Account shall not exceed [$__________] (the
"Authorized Amount") except and until a Release Condition (defined below) has been satisfied.
The Trustee may make disbursements from the Improvement Area #1 Bond Improvement
Account that exceed the Authorized Amount only when the Developer provides written
certification to the Trustee and the City in a Certificate for Payment that a Release Condition has
been satisfied. The first Certificate for Payment that requests funds in excess of the Authorized
Amount from the Improvement Area #1 Bond Improvement Account after satisfaction of a
Release Condition shall be submitted to the City, the City’s financial advisor, Bond Counsel and
the Administrator for review and confirmation, and upon confirmation that such Release
Condition has been satisfied, such Certificate for Payment shall be forwarded to the Trustee by
the Administrator.
(2) Money may be disbursed from the Improvement Area #1 Bond Improvement
Account in excess of the Authorized Amount only if the City has issued a certificate of
occupancy for at least 100 homes within the Improvement Area #1 (the "Release Condition").
The City may not approve a Certificate for Payment for payment from the Improvement Area #1
Bond Improvement Account for any amounts that exceed the Authorized Amount until the
Release Condition has been satisfied.
(i) Upon a determination by the City Representative that all costs of issuance of the
Bonds have been paid, any amounts remaining in the Costs of Issuance Account shall be
transferred to the Improvement Area #1 Bond Improvement Account of the Project Fund and
used to pay Improvement Area #1 Improvements or to the Principal and Interest Account and
used to pay interest on the Bonds, as directed in a City Certificate filed with the Trustee, and the
Costs of Issuance Account shall be closed.
(j) In the event the Developer has not completed the Improvement Area #1
Improvements by October 31, 2028, then the City shall provide written direction to the Trustee
to transfer all funds on deposit in the Improvement Area #1 Bond Improvement Account to the
Redemption Fund to redeem Bonds pursuant to Section 4.4 hereof. Upon such transfers, the
Improvement Area #1 Bond Improvement Account of the Project Fund shall be closed.
(k) In providing any disbursement under this Section, the Trustee may conclusively
rely as to the completeness and accuracy of all statements in such Certificate for Payment if such
certificate is signed by a City Representative, and the Trustee shall not be required to make any
independent investigation in connection therewith. The execution of any Certificate for Payment
by a City Representative shall constitute, unto the Trustee, an irrevocable determination that all
conditions precedent to the payments requested have been completed.
Section 6.6. Redemption Fund.
The Trustee, pursuant to a City Certificate, shall cause to be deposited to the Redemption
Fund from the Pledged Revenue Fund an amount sufficient to redeem Bonds as provided in
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Sections 4.3 and 4.4 on the dates specified for redemption as provided in Sections 4.3 and 4.4.
Amounts on deposit in the Redemption Fund shall be used and withdrawn by the Trustee to
redeem Bonds as provided in Article IV.
Section 6.7. Reserve Fund.
(a) The City agrees with the Owners of the Bonds to accumulate and, when
accumulated, maintain in the Reserve Account, an amount equal to not less than the Reserve
Account Requirement. All amounts deposited in the Reserve Account shall be used and
withdrawn by the Trustee for the purpose of making transfers to the Principal and Interest
Account of the Bond Fund as provided in this Indenture. The Trustee will transfer from the
Bond Pledged Revenue Account of the Pledged Revenue Fund to the Delinquency and
Prepayment Reserve Account on March 15 of each year, commencing March 15, 2024, an
amount the City confirms to the Trustee is equal to the Additional Interest until the Delinquency
and Prepayment Reserve Requirement has been accumulated in the Delinquency and Prepayment
Reserve Account; provided, however, that at any time the amount on deposit in the Delinquency
and Prepayment Reserve Account is less than Delinquency and Prepayment Reserve
Requirement, the Trustee shall resume depositing the Additional Interest into the Delinquency
and Prepayment Reserve Account until the Delinquency and Prepayment Reserve Requirement
has accumulated in the Delinquency and Prepayment Reserve Account. In transferring the
amounts pursuant to this Section, the Trustee may conclusively rely on a City Certificate (which
shall be based on the Annual Installments as shown on the Assessment Roll in the Service and
Assessment Plan) unless and until it receives a City Certificate directing that a different amount
be used. Whenever a transfer is made from the Reserve Account to the Bond Fund due to a
deficiency in the Bond Fund, the Trustee shall provide written notice thereof to the City,
specifying the amount withdrawn and the source of said funds. The Additional Interest shall
continue to be collected and deposited pursuant to this Section 6.7 until the Bonds are no longer
Outstanding.
(b) Whenever a transfer is made from the Reserve Fund to the Bond Fund due to a
deficiency in the Bond Fund, the Trustee shall provide written notice thereof to the City,
specifying the amount withdrawn and the source of said funds.
(c) In the event of an extraordinary optional redemption of Bonds from the proceeds
of a Prepayment pursuant to Section 4.4, the Trustee, pursuant to a City Certificate, shall transfer
from the Reserve Account of the Reserve Fund to the Redemption Fund the amount specified in
such directions, which shall be an amount equal to the principal amount of Bonds to be redeemed
multiplied by the lesser of: (i) the amount required to be in the Reserve Account of the Reserve
Fund divided by the principal amount of Outstanding Bonds prior to the redemption, and (ii) the
amount actually in the Reserve Account of the Reserve Fund divided by the principal amount of
Outstanding Bonds prior to the redemption. If after such transfer, and after applying investment
earnings on the Prepayment toward payment of accrued interest, there are insufficient funds to
pay the principal amount plus accrued and unpaid interest on such Bonds to the date fixed for
redemption of the Bonds to be redeemed as a result of such Prepayment, the Trustee shall
transfer an amount equal to the shortfall, or any additional amounts necessary to permit the
Bonds to be redeemed in minimum principal amounts of $1,000, from the Delinquency and
Prepayment Reserve Account to the Redemption Fund to be applied to the redemption of the
Bonds.
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(d) Whenever, on any Interest Payment Date, or on any other date at the written
request of a City Representative, the value of cash and Value of Investment Securities on deposit
in the Reserve Account exceeds the Reserve Account Requirement, the Trustee shall provide
written notice to the City Representative of the amount of the excess. Such excess shall be
transferred to the Principal and Interest Account to be used for the payment of interest on the
Bonds on the next Interest Payment Date in accordance with Section 6.4, unless within thirty
days of such notice to the City Representative, the Trustee receives a City Certificate instructing
the Trustee to apply such excess: (i) to pay amounts due under Section 6.8 hereof, (ii) to the
Administrative Fund in an amount not more than the Annual Collection Costs for the Bonds, (iii)
to the Improvement Area #1 Bond Improvement Account of the Project Fund to pay
Improvement Area #1 Improvements if such application and the expenditure of funds is expected
to occur within three years of the date hereof, or (iv) to the Redemption Fund to be applied to the
redemption of Bonds.
(e) Whenever, on any Interest Payment Date, or on any other date at the written
request of a City Representative, the amounts on deposit in the Delinquency and Prepayment
Reserve Account exceed the Delinquency and Prepayment Reserve Requirement, the Trustee
shall provide written notice to the City of the amount of the excess, and such excess shall be
transferred, at the direction of the City pursuant to a City Certificate, to the Administrative Fund
for the payment of Annual Collection Costs or to the Redemption Fund to be used to redeem
Bonds pursuant to Section 4.4. In the event that the Trustee does not receive a City Certificate
directing the transfer of such excess to the Administrative Fund within 45 days of providing
notice to the City of such excess, the Trustee shall transfer such excess to the Redemption Fund
to redeem Bonds pursuant to Section 4.4 hereof and provide the City with written notification of
the transfer. The Trustee shall incur no liability for the accuracy or validity of the transfer so
long as the Trustee made such transfer in full compliance with this Section.
(f) Whenever, on any Interest Payment Date, the amount on deposit in the Bond
Fund is insufficient to pay the debt service on the Bonds due on such date, the Trustee shall
transfer first from the Delinquency and Prepayment Reserve Account of the Reserve Fund and
second from the Reserve Account of the Reserve Fund to the Bond Fund the amounts necessary
to cure such deficiency.
(g) At the final maturity of the Bonds, the amount on deposit in the Reserve Account
and the Delinquency and Prepayment Reserve Account shall be transferred to the Principal and
Interest Account and applied to the payment of the principal of the Bonds.
(h) If, after a Reserve Account withdrawal, the amount on deposit in the Reserve
Account is less than the Reserve Account Requirement, the Trustee shall transfer from the
Pledged Revenue Fund to the Reserve Account the amount of such deficiency, but only to the
extent that such amount is not required for the timely payment of principal, interest, or Sinking
Fund Installments.
(i) If the amount held in the Reserve Fund together with the amount held in the
Pledged Revenue Fund, the Bond Fund and Redemption Fund is sufficient to pay the principal
amount and of all Outstanding Bonds on the next date the Bonds may be optionally redeemed by
the City at a redemption price of par, together with the unpaid interest accrued on such Bonds as
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of such date, the moneys shall be transferred to the Redemption Fund and thereafter used to
redeem all Bonds on such date.
Section 6.8. Rebate Fund: Rebatable Arbitrage.
(a) The Rebate Fund is to be held by the Trustee in accordance with the terms and
provisions of this Indenture. Amounts on deposit in the Rebate Fund shall be used solely for the
purpose of paying amounts due the United States Government in accordance with the Code. The
Rebate Fund shall not be part of the Trust Estate and shall not be security for the Bonds.
(b) In order to assure that Rebatable Arbitrage is paid to the United States rather than
to a third party, investments of funds on deposit in the Rebate Fund shall be made in accordance
with the Code and the City’s federal tax certificate for the Bonds, as further set forth in written
directions from the City to the Trustee. The Trustee may conclusively rely on such written
instructions as set forth in this Section and shall not be responsible for any loss or liability
resulting from the investment of funds under this Section, but only so long as the Trustee follows
such written instructions in all respects.
(c) The Trustee conclusively shall be deemed to have complied with the provisions of
this Section and shall not be liable or responsible if it follows the written instructions of the City
and shall not be required to take any action under this Section in the absence of instructions from
the City.
(d) If, on the date of each annual calculation, the amount on deposit in the Rebate
Fund exceeds the amount of the Rebatable Arbitrage, the City may direct the Trustee, pursuant to
a City Certificate, to transfer the amount in excess of the Rebatable Arbitrage to the Bond Fund.
Section 6.9. Administrative Fund.
(a) Periodically upon receipt thereof, the City shall deposit or cause to be deposited to
the Administrative Fund the portion of the Assessments and Annual Installments allocated to the
payment of Annual Collection Costs and Delinquent Collection Costs, as set forth in the Service
and Assessment Plan.
(b) Moneys in the Administrative Fund shall be held by the Trustee separate and
apart from the other Funds created and administered hereunder and used as directed by a City
Certificate solely for the purposes set forth in the Service and Assessment Plan, including
payment of Annual Collection Costs and Delinquent Collection Costs. The Administrative Fund
shall not be part of the Trust Estate and shall not be security for the Bonds.
Section 6.10. Investment of Funds.
(a) Money in any Fund or Account, other than the Reserve Fund, shall be invested by
the Trustee in Investment Securities as directed by the City pursuant to a City Certificate filed
with the Trustee; provided that all such deposits and investments shall be made in such manner
that the money required to be expended from any Fund or Account will be available at the proper
time or times. Money in the Reserve Fund shall be invested in such Investment Securities as
directed by the City pursuant to a City Certificate filed with the Trustee, provided that the final
maturity of any individual Investment Security shall not exceed 270 days and the average
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weighted maturity of any investment pool or no-load money market mutual fund shall not exceed
90 days. Each such City Certificate shall be a certification, upon which the Trustee may
conclusively rely without investigation or inquiry, that the investment directed therein constitutes
an Investment Security and that such investments meet the maturity and average weighted
maturity requirements set forth in the preceding sentence. Such investments shall be valued each
year in terms of the Value of Investment Securities as of September 30. For purposes of
maximizing investment returns, to the extent permitted by law, money in the Funds and
Accounts may be invested in common investments of the kind described above, or in a common
pool of such investment which shall be kept and held at an official depository bank, which shall
not be deemed to be or constitute a commingling of such money or funds provided that
safekeeping receipts or certificates of participation clearly evidencing the investment or
investment pool in which such money is invested and the share thereof purchased with such
money or owned by such Fund or Account are held by or on behalf of each such Fund or
Account. If necessary, such investments shall be promptly sold to prevent any default under this
Indenture. To ensure that cash on hand is invested, if the City does not give the Trustee written
or timely instructions with respect to investments of funds, the Trustee is hereby directed to
invest and re-invest cash balances in Morgan Stanley, Fidelity or Federated family of funds, but
only so long as such funds are authorized investments and permitted under the Public Funds
Investment Act, Texas Government Code, Chapter 2256, as amended, or any successor law, and
only so long as such investments constitute Investment Securities and the money required to be
expended from any Fund will be available at the proper time or times.
(b) Obligations purchased as an investment of moneys in any Fund or Account shall
be deemed to be part of such Fund or Account, subject, however, to the requirements of this
Indenture for transfer of interest earnings and profits resulting from investment of amounts in
Funds and Accounts. Whenever in this Indenture any moneys are required to be transferred by
the City to the Trustee, such transfer may be accomplished by transferring a like amount of
Investment Securities as directed by the City in writing.
(c) The Trustee and its affiliates may act as sponsor, advisor, depository, principal or
agent in the acquisition or disposition of any investment. The Trustee shall not incur any liability
for losses arising from any investments made pursuant to this Section. The Trustee shall not be
required to determine the suitability or legality of any investments or whether investments
comply with Section 6.10(a) above. The parties acknowledge that the Trustee is not providing
investment supervision, recommendations, or advice.
(d) Investments in any and all Funds and Accounts may be commingled in a separate
fund or funds for purposes of making, holding and disposing of investments, notwithstanding
provisions herein for transfer to or holding in or to the credit of particular Funds or Accounts of
amounts received or held by the Trustee hereunder, provided that the Trustee shall at all times
account for such investments strictly in accordance with the Funds and Accounts to which they
are credited and otherwise as provided in this Indenture.
(e) The Trustee will furnish to the City, upon the City’s written request, periodic cash
transaction statements which include detail for all investment transactions effected by the Trustee
or brokers selected by the City. Upon the City’s election, such statements will be delivered via
the Trustee’s online service and upon electing such service, paper statements will be provided
only upon request. The City waives the right to receive brokerage confirmations of security
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transactions effected by the Trustee as they occur, to the extent permitted by law. The City
further understands that trade confirmations for securities transactions effected by the Trustee
will be available upon request and at no additional cost and other trade confirmations may be
obtained from the applicable broker.
(f) In the event it is found, after an annual calculation has been done pursuant to
Section 6.8 hereof, that the City owes Rebatable Arbitrage to the United States Government, the
City shall direct the Trustee, pursuant to a City Certificate, to transfer to the Rebate Fund the
investment earnings on funds on deposit in the Pledged Funds in an amount equal to the
Rebatable Arbitrage owed by the City. The City Certificate shall specify the amount to the
transferred and the Pledged Fund or Pledged Funds from which the investment earnings shall be
transferred.
Section 6.11. Security of Funds.
All Funds heretofore created or reaffirmed, to the extent not invested as herein permitted,
shall be secured in the manner and to the fullest extent required by law for the security of public
funds, and such Funds shall be used only for the purposes and in the manner permitted or
required by this Indenture.
ARTICLE VII
COVENANTS
Section 7.1. Confirmation of Assessments.
The City hereby confirms, covenants, and agrees that, in the Assessment Ordinance, it
has levied the Assessments against the Assessed Property from which the Assessment Revenues
will be collected and received.
Section 7.2. Collection and Enforcement of Assessments.
(a) For so long as any Bonds are Outstanding, the City covenants, agrees and
warrants that it will take and pursue all reasonable actions permissib1e under Applicable Laws to
cause the Assessments to be collected and the liens thereof enforced continuously, in the manner
and to the maximum extent permitted by Applicable Laws, and to cause no reduction, abatement
or exemption in the Assessments.
(b) To the extent permitted by law, notice of the Annual Installments shall be sent by,
or on behalf of, the City to the affected property owners on the same statement or such other
mechanism that is used by the City, so that such Annual Installments are collected
simultaneously with ad valorem taxes and shall be subject to the same penalties, procedures, and
foreclosure sale in case of delinquencies as are provided for ad valorem taxes of the City.
(c) The City will determine or cause to be determined, no later than February 15 of
each year, whether or not any Annual Installment is delinquent and, if such delinquencies exist,
the City will order and cause to be commenced as soon as practicable any and all appropriate and
legally permissible actions to obtain such Annual Installment, and any delinquent charges and
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interest thereon, including diligently prosecuting an action in district court to foreclose the
currently delinquent Annual Installment. Notwithstanding the foregoing, the City shall not be
required under any circumstances to purchase or make payment for the purchase of the
delinquent Assessments or the corresponding particular Assessed Property.
(d) The City shall not be required under any circumstances to expend any funds for
Delinquent Collection Costs or Annual Collection Costs in connection with its covenants and
agreements under this Section or otherwise other than funds on deposit in the Administrative
Fund.
Section 7.3. Against Encumbrances.
(a) Other than Refunding Bonds issued to refund all or a portion of the Bonds, the
City shall not create and, to the extent Pledged Revenues are received, shall not suffer to remain,
any lien, encumbrance or charge upon the Trust Estate or upon any other property pledged under
this Indenture, except the pledge created for the security of the Bonds, and other than a lien or
pledge subordinate to the lien and pledge of such property related to the Bonds.
(b) So long as Bonds are Outstanding hereunder, the City shall not issue any bonds,
notes or other evidences of indebtedness, other than the Bonds and any Refunding Bonds issued
to refund all or a portion of the Bonds, secured by any pledge of or other lien or charge on the
Trust Estate or other property pledged under this Indenture, other than a lien or pledge
subordinate to the lien and pledge of such property related to the Bonds.
Section 7.4. Records, Accounts, Accounting Reports.
The City hereby covenants and agrees that so long as any Bonds are Outstanding, it will
keep and maintain a proper and complete system of records and accounts pertaining to the
Assessments. The Trustee and holder or holders of any Bonds or any duly authorized agent or
agents of such holders shall have the right at all reasonable times to inspect all such records,
accounts, and data relating thereto, upon written request to the City by the Trustee or duly
authorized representative, as applicable. The City shall provide the Trustee or duly authorized
representative, as applicable, an opportunity to inspect such books and records relating to the
Bonds during the City’s regular business hours and on a mutually agreeable date not later than
twenty days after the City receives such request.
Section 7.5. Covenants Regarding Tax Exemption of Interest on Bonds.
(a) The City covenants to take any action necessary to assure, or refrain from any
action that would adversely affect, the treatment of the Bonds as an obligation described in
section 103 of the Code, the interest on which is not includable in the "gross income" of the
holder for purposes of federal income taxation. In furtherance thereof, the City covenants as
follows:
(1) to take any action to assure that no more than 10 percent of the proceeds
of the Bonds (less amounts deposited to a reserve fund, if any) are used for any "private
business use," as defined in section 141(b)(6) of the Code or, if more than 10 percent of
the proceeds or the projects financed therewith are so used, such amounts, whether or not
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received by the City, with respect to such private business use, do not, under the terms of
this Article or any underlying arrangement, directly or indirectly, secure or provide for
the payment of more than 10 percent of the debt service on the Bonds, in contravention of
section 141(b)(2) of the Code;
(2) to take any action to assure that in the event that the "private business use"
described in subsection (1) hereof exceeds 5 percent of the proceeds of the Bonds or the
projects financed therewith (less amounts deposited into a reserve fund, if any) then the
amount in excess of 5 percent is used for a "private business use" that is "related" and not
"disproportionate," within the meaning of section 141(b)(3) of the Code, to the
governmental use;
(3) to take any action to assure that no amount that is greater than the lesser of
$5,000,000, or 5 percent of the proceeds of the Bonds (less amounts deposited into a
reserve fund, if any) is directly or indirectly used to finance loans to persons, other than
state or local governmental units, in contravention of section 141(c) of the Code;
(4) to refrain from taking any action that would otherwise result in the Bonds
being treated as a "private activity bond" within the meaning of section 141(b) of the
Code;
(5) to refrain from taking any action that would result in the Bonds being
"federally guaranteed" within the meaning of section 149(b) of the Code;
(6) to refrain from using any portion of the proceeds of the Bonds, directly or
indirectly, to acquire or to replace funds that were used, directly or indirectly, to acquire
investment property (as defined in section 148(b)(2) of the Code) that produces a
materially higher yield over the term of the Bonds, other than investment property
acquired with –
(A) proceeds of the Bonds invested for a reasonable temporary period
of 3 years or less or, in the case of refunding bonds, for a period of 30 days or less
until such proceeds are needed for the purpose for which the Bonds or refunding
bonds are issued,
(B) amounts invested in a bona fide debt service fund, within the
meaning of section 1.148-1(b) of the Treasury Regulations, and
(C) amounts deposited in any reasonably required reserve or
replacement fund to the extent such amounts do not exceed 10 percent of the
proceeds of the Bonds;
(7) to otherwise restrict the use of the proceeds of the Bonds or amounts
treated as proceeds of the Bonds, as may be necessary, so that the Bonds do not otherwise
contravene the requirements of section 148 of the Code (relating to arbitrage);
(8) to refrain from using the proceeds of the Bonds or proceeds of any prior
bonds to pay debt service on another issue more than 90 days after the date of issue of the
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Bonds in contravention of the requirements of section 149(d) of the Code (relating to
advance refundings); and
(9) to pay to the United States of America at least once during each five-year
period (beginning on the Delivery Date) an amount that is at least equal to 90 percent of
the "Excess Earnings," within the meaning of section 148(f) of the Code and to pay to the
United States of America, not later than 60 days after the Bonds have been paid in full,
100 percent of the amount then required to be paid as a result of Excess Earnings under
section 148(f) of the Code.
(b) In order to facilitate compliance with the above covenant (a)(9), the Rebate Fund
is established by the City pursuant to Section 6.1 for the sole benefit of the United States of
America, and such Rebate Fund shall not be subject to the claim of any other person, including
without limitation the registered Owner. The Rebate Fund is established for the additional
purpose of compliance with section 148 of the Code.
(c) The City understands that the term "proceeds" includes "disposition proceeds" as
defined in the Treasury Regulations and, in the case of refunding bonds, transferred proceeds (if
any) and proceeds of the refunded bonds expended prior to the date of issuance of the Bonds. It
is the understanding of the City that the covenants contained herein are intended to assure
compliance with the Code and any regulations or rulings promulgated by the U.S. Department of
the Treasury pursuant thereto (the "Treasury Regulations"). In the event that regulations or
rulings are hereafter promulgated that modify or expand provisions of the Code, as applicable to
the Bonds, the City will not be required to comply with any covenant contained herein to the
extent that such failure to comply, in the opinion of nationally recognized bond counsel, will not
adversely affect the exemption from federal income taxation of interest on the Bonds under
section 103 of the Code. In the event that regulations or rulings are hereafter promulgated that
impose additional requirements applicable to the Bonds, the City agrees to comply with the
additional requirements to the extent necessary, in the opinion of nationally recognized bond
counsel, to preserve the exemption from federal income taxation of interest on the Bonds under
section 103 of the Code. In furtherance of such intention, the City hereby authorizes and directs
the City Manager and Director of Finance to execute any documents, certificates or reports
required by the Code and to make such elections, on behalf of the City, that may be permitted by
the Code as are consistent with the purpose for the issuance of the Bonds.
(d) The City covenants to account for the expenditure of sale proceeds and
investment earnings to be used for Improvement Area #1 Improvements on its books and records
in accordance with the requirements of the Code. The City recognizes that in order for the
proceeds to be considered used for the reimbursement of costs, the proceeds must be allocated to
expenditures within 18 months of the later of the date that (1) the expenditure is made, or (2) the
Improvement Area #1 Projects are completed; but in no event later than three years after the date
on which the original expenditure is paid. The foregoing notwithstanding, the City recognizes
that in order for proceeds to be expended under the Code, the sale proceeds or investment
earnings must be expended no more than 60 days after the earlier of (1) the fifth anniversary of
the Delivery Date, or (2) the date the Bonds are retired. The City agrees to obtain the advice of
nationally-recognized bond counsel if such expenditure fails to comply with the foregoing to
assure that such expenditure will not adversely affect the tax-exempt status of the Bonds. For
purposes hereof, the City shall not be obligated to comply with this covenant if it obtains an
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opinion that such failure to comply will not adversely affect the excludability for federal income
tax purposes from gross income of the interest.
(e) The City covenants that the projects funded with the proceeds of the Bonds will
not be sold or otherwise disposed in a transaction resulting in the receipt by the City of cash or
other compensation, unless the City obtains an opinion of nationally-recognized bond counsel
that such sale or other disposition will not adversely affect the tax-exempt status of the Bonds.
For purposes of the foregoing, the portion of the property comprising personal property and
disposed in the ordinary course shall not be treated as a transaction resulting in the receipt of
cash or other compensation. For purposes hereof, the City shall not be obligated to comply with
this covenant if it obtains a legal opinion that such failure to comply will not adversely affect the
excludability for federal income tax proposes from gross income of the interest.
ARTICLE VIII
LIABILITY OF CITY
Section 8.1. Liability of City.
(a) Neither the full faith and credit nor the general taxing power of the City is
pledged to the payment of the Bonds, and, except for the Trust Estate, no City taxes, fee or
revenues from any source are pledged to the payment of, or available to pay any portion of, the
Bonds or any other obligations relating to the District. The City shall never be liable for any
obligations relating to the Bonds or other obligations relating to the District, other than as
specifically provided for in this Indenture.
(b) The City shall not incur any responsibility in respect of the Bonds or this
Indenture other than in connection with the duties or obligations explicitly herein or in the Bonds
assigned to or imposed upon it. The City shall not be liable in connection with the performance
of its duties hereunder, except for its own willful default or act of bad faith. The City shall not be
bound to ascertain or inquire as to the performance or observance of any of the terms, conditions
covenants or agreements of the Trustee herein or of any of the documents executed by the
Trustee in connection with the Bonds, or as to the existence of a default or event of default
thereunder.
(c) In the absence of bad faith, the City may conclusively rely, as to the truth of the
statements and the correctness of the opinions expressed therein, upon certificates or opinions
furnished to the City and conforming to the requirements of this Indenture. The City shall not be
liable for any error of judgment made in good faith unless it shall be proved that it was negligent
in ascertaining the pertinent facts.
(d) No provision of this Indenture, the Bonds, the Assessment Ordinance, or any
agreement, document, instrument, or certificate executed, delivered or approved in connection
with the issuance, sale, delivery, or administration of the Bonds (collectively, the "Bond
Documents"), shall require the City to expend or risk its own general funds or other funds or
otherwise incur any financial liability (other than with respect to the Trust Estate and the Annual
Collection Costs) in the performance of any of its obligations hereunder, or in the exercise of any
49
of its rights or powers, if in the judgment of the City there are reasonable grounds for believing
that the repayment of such funds or liability is not reasonably assured to it.
(e) Neither the Owners nor any other Person shall have any claim against the City or
any of its officers, officials, agents, or employees for damages suffered as a result of the City’s
failure to perform in any respect any covenant, undertaking, or obligation under any Bond
Documents or as a result of the incorrectness of any representation in, or omission from, any of
the Bond Documents, except to the extent that any such claim relates to an obligation,
undertaking, representation, or covenant of the City, in accordance with the Bond Documents
and the PID Act. Any such claim shall be payable only from the Trust Estate or the amounts
collected to pay Annual Collection Costs on deposit in the Administrative Fund. Nothing
contained in any of the Bond Documents shall be construed to preclude any action or proceeding
in any court or before any governmental body, agency, or instrumentality against the City or any
of its officers, officials, agents, or employees to enforce the provisions of any of the Bond
Documents or to enforce all rights of the Owners of the Bonds by mandamus or other proceeding
at law or in equity.
(f) The City may rely on and shall be protected in acting or refraining from acting
upon any notice, resolution, request, consent, order, certificate, report, warrant, bond, or other
paper or document believed by it to be genuine and to have been signed or presented by the
proper party or proper parties. The City may consult with counsel with regard to legal questions,
and the opinion of such counsel shall be full and complete authorization and protection in respect
of any action taken or suffered by it hereunder in good faith and in accordance therewith.
Whenever in the administration of its duties under this Indenture the City shall deem it necessary
or desirable that a matter be proved or established prior to taking or suffering any action
hereunder, such matter (unless other evidence in respect thereof be herein specifically
prescribed) may, in the absence of willful misconduct on the part of the City, be deemed to be
conclusively proved and established by a certificate of the Trustee, an Independent Financial
Consultant, an independent inspector or City Manager or other person designated by the City
Council to so act on behalf of the City, and such certificate shall be full warrant to the City for
any action taken or suffered under the provisions of this Indenture upon the faith thereof, but in
its discretion the City may, in lieu thereof, accept other evidence of such matter or may require
such additional evidence as to it may deem reasonable.
(g) In order to perform its duties and obligations hereunder, the City may employ
such persons or entities as it deems necessary or advisable. The City shall not be liable for any of
the acts or omissions of such persons or entities employed by it in good faith hereunder, and shall
be entitled to rely, and shall be fully protected in doing so, upon the opinions, calculations,
determinations, and directions of such persons or entities.
ARTICLE IX
THE TRUSTEE
Section 9.1. Acceptance of Trust; Trustee as Registrar and Paying Agent.
(a) The Trustee accepts and agrees to execute the respective trusts imposed upon it by
this Indenture, but only upon the express terms and conditions and subject to the provisions of
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this Indenture to all of which the parties hereto and the respective Owners of the Bonds agree.
No implied covenants or obligations shall be read into this Indenture against the Trustee.
(b) The Trustee is hereby designated and agrees to act as Paying Agent/Registrar for
and with respect to the Bonds.
Section 9.2. Trustee Entitled to Indemnity.
The Trustee shall be under no obligation to institute any suit, or to undertake any
proceeding under this Indenture, or to enter any appearance or in any way defend in any suit in
which it may be made defendant, or to take any steps in the execution of the trusts hereby created
or in the enforcement of any rights and powers hereunder, until it shall be indemnified, to the
extent permitted by law, to its satisfaction against any and all costs and expenses, outlays, and
counsel fees and other reasonable disbursements, and against all liability except as a
consequence of its own negligence or willful misconduct; provided, however, that in no event
shall the Trustee request or require indemnification as a condition to making any deposits,
payments or transfers (provided such payment or transfer is prior to an Event of Default) when
required hereunder, or to deliver any notice when required hereunder. To the extent permitted by
law and during the occurrence of an Event of Default, the Trustee shall be entitled to
indemnification as a condition to making any deposits, payments or transfers when required
hereunder, or to delivering any notice when required hereunder. Nevertheless, the Trustee may
begin suit, or appear in and defend suit, or exercise any such rights and powers as Trustee, and in
such case the Trustee may make transfers from the Pledged Revenue Fund and Administrative
Fund, and to the extent money in the Administrative Fund is insufficient, from the Pledged
Revenue Fund, to pay all fees, costs and expenses, outlays, and counsel fees and other reasonable
disbursements properly incurred in connection therewith and shall, to the extent permitted by
law, be entitled to a preference therefor over any Bonds Outstanding hereunder.
Section 9.3. Responsibilities of the Trustee.
(a) The recitals contained in this Indenture and in the Bonds shall be taken as the
statements of the City and the Trustee assumes no responsibility for and undertakes no duty to
verify the correctness of the same. The Trustee makes no representations as to the validity or
sufficiency of this Indenture or the Bonds or with respect to the security afforded by this
Indenture, and the Trustee shall incur no liability with respect thereto. Except as otherwise
expressly provided in this Indenture, the Trustee shall have no responsibility or duty with respect
to: (i) the issuance of Bonds for value; (ii) the application of the proceeds thereof, except to the
extent that such proceeds are received by it in its capacity as Trustee; (iii) the application of any
moneys paid to the City or others in accordance with this Indenture, except as to the application
of any moneys paid to it in its capacity as Trustee; (iv) any calculation of arbitrage or rebate
under the Code; (v) any loss suffered in connection with any investment of funds in accordance
with this Indenture; or (vi) to undertake any other action unless specifically authorized pursuant
to a written direction by the City or pursuant to this Indenture.
(b) The duties and obligations of the Trustee shall be determined by the express
provisions of this Indenture, and the Trustee shall not be liable except for the performance of
such duties and obligations as are specifically set forth in this Indenture. The Trustee will, prior
to any Event of Default and after curing of any Event of Default, perform such duties and only
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such duties as are specifically set forth herein. The Trustee will, during the existence of an Event
of Default, exercise such rights and powers vested in it by this Indenture and use the same degree
of care and skill in its exercise as a prudent person would exercise or use under the
circumstances in the conduct of his/her own affairs.
(c) The Trustee shall not be liable for any action taken or omitted by it in the
performance of its duties under this Indenture, except for its own negligence or willful
misconduct. In no event shall the Trustee be liable for incidental, indirect, special or
consequential damages in connection with or arising from this Indenture for the existence,
furnishing or use of the Improvement Area #1 Improvements. The Trustee shall not be liable
with respect to any action taken or omitted to be taken by it in good faith in accordance with the
direction of the Owners of not less than a majority in principal amount of the Bonds then
Outstanding relating to the time, method and place of conducting any proceeding for any remedy
available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this
Indenture.
(d) The Trustee shall not be liable for any error of judgment made in good faith by
any one of its officers, unless it shall be established that the Trustee was negligent in ascertaining
the pertinent facts.
(e) The Trustee’s immunities and protections from liability and its right to
indemnification in connection with the performance of its duties under this Indenture shall
extend to the Trustee’s officers, directors, agents, attorneys and employees. Such immunities
and protections and rights to indemnification, together with the Trustee’s right to compensation,
shall survive the Trustee’s resignation or removal, the discharge of this Indenture.
(f) The Trustee may execute any of the trusts or powers hereunder or perform any
duties hereunder either directly or through agents, attorneys, or receivers, and shall not be
responsible for any misconduct or negligence on the part of any agent, attorney, or receiver
appointed or chosen by it with due care, and the Trustee shall be entitled to rely and act upon the
opinion or advice of counsel, who may be counsel to the City, concerning all matters of trust
hereof and the duties hereunder, and may in all cases pay such reasonable compensation to all
such agents, attorneys, and receivers as may reasonably be employed in connection with the
trusts hereof. The Trustee shall not be responsible for any loss or damage resulting from any
action or nonaction by it taken or omitted to be taken in good faith in reliance upon such opinion
or advice of counsel.
(g) The Trustee shall not be responsible for any recital herein (except with respect to
the authentication certificate of the Trustee endorsed on the Bonds) or for the recording, filing, or
refiling of this Indenture in connection therewith, or for the validity of the execution by the City
of this Indenture or of any Supplemental Indentures or instruments of further assurance, or for
the sufficiency or security of the Bonds. The Trustee shall not be responsible or liable for any
loss suffered in connection with any investment of funds made by it in accordance with this
Indenture.
(h) The Trustee makes no representations as to the value or condition of the Trust
Estate or any part thereof, or as to the validity or sufficiency of this Indenture or of the Bonds.
The Trustee shall not be accountable for the use or application of any Bonds or the proceeds
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thereof or of any money paid to or upon the order of the City under any provision of this
Indenture.
Section 9.4. Property Held in Trust.
All moneys and securities held by the Trustee at any time pursuant to the terms of this
Indenture shall be held by the Trustee in trust for the purposes and under the terms and
conditions of this Indenture.
Section 9.5. Trustee Protected in Relying on Certain Documents.
(a) The Trustee may conclusively rely upon any order, notice, request, consent,
waiver, certificate, statement, affidavit, requisition, bond, or other document provided to the
Trustee in accordance with the terms of this Indenture that it shall in good faith reasonably
believe to be genuine and to have been adopted or signed by the proper board or Person or to
have been prepared and furnished pursuant to any of the provisions of this Indenture, or upon the
written opinion of any counsel, architect, engineer, insurance consultant, management
consultant, or accountant that the Trustee shall in good faith reasonably believe to be qualified in
relation to the subject matter or is selected by the City in accordance with this Indenture, and the
Trustee shall be under no duty to make any investigation or inquiry into, and shall not be deemed
to have knowledge of, any statements contained or matters referred to in any such instrument.
The Trustee may consult with counsel selected by the Trustee with due care that is nationally
recognized in the field of municipal bond law, who may or may not be Bond Counsel, and any
advice from such counsel with respect to compliance with the provisions of this Indenture shall
be full and complete authorization and protection in respect of any action taken, suffered or
omitted to be taken by it hereunder, reasonably and in good faith, in accordance with such
advice.
(b) Whenever the Trustee shall deem it necessary or desirable that a matter be proved
or established prior to taking or suffering any action under this Indenture, such matter may be
deemed to be conclusively proved and established by a City Certificate, unless other evidence in
respect thereof be hereby specifically prescribed. Such City Certificate shall be full warrant for
any action taken or suffered in good faith under the provisions hereof, but the Trustee may in lieu
thereof accept other evidence of such fact or matter or may require such further or additional
evidence as it may deem reasonable. Except as otherwise expressly provided herein, any request,
order, notice, or other direction required or permitted to be furnished pursuant to any provision
hereof by the City to the Trustee shall be sufficiently executed if executed in the name of the
City by the City Representative. The Trustee shall be entitled to conclusively rely upon the
foregoing as sufficient evidence of the facts set forth herein. The execution of any City
Certificate shall constitute, unto the Trustee, an irrevocable determination that all conditions
precedent thereto have occurred.
(c) The Trustee shall not be under any obligation to see to the recording or filing of
this Indenture, or otherwise to the giving to any Person of notice of the provisions hereof except
as expressly required in Section 9.13.
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Section 9.6. Compensation.
Unless otherwise provided by contract with the Trustee, the Trustee, at the written
direction of the City, shall transfer from the Administrative Fund, the previously determined and
agreed upon, reasonable compensation for all services rendered by it hereunder, including its
services as Paying Agent/Registrar and extraordinary services rendered, together with all its
reasonable expenses, charges, and other disbursements and those of its counsel, agents and
employees, incurred in and about the administration and execution of the trusts hereby created
and the exercise of its powers and the performance of its duties hereunder, all pursuant to a City
Certificate and subject to any limit on the amount of such compensation or recovery of expenses
or other charges as shall be prescribed by such City Certificate, and the Trustee shall have a lien
therefor on any and all funds at any time held by it hereunder prior to any Bonds Outstanding.
None of the provisions contained in this Indenture shall require the Trustee to expend or risk its
own funds or otherwise incur financial liability in the performance of any of its duties or in the
exercise of any of its rights or powers, if the Trustee has reasonable grounds for believing that
the repayment of such funds or liability is not reasonably assured to it. If the City shall fail to
make any payment required by this Section, the Trustee shall make such payment from lawfully
available funds in the Administrative Fund, and to the extent moneys in the Administrative Fund
are insufficient then from any moneys in its possession under the provision of this Indenture and
shall be entitled to a preference therefor over any Bonds Outstanding hereunder. The right of the
Trustee to fees, expenses, and indemnification, to the extent permitted by law, shall survive the
release, discharge, and satisfaction of the Indenture.
Section 9.7. Permitted Acts.
The Trustee and its directors, officers, employees, or agents may become the owner of or
may in good faith buy, sell, own, hold and deal in Bonds and may join in any action that any
Owner of Bonds may be entitled to take as fully and with the same rights as if it were not the
Trustee. The Trustee may act as depository, and permit any of its officers or directors to act as a
member of, or in any other capacity with respect to, the City or any committee formed to protect
the rights of holders of Bonds or to effect or aid in any reorganization growing out of the
enforcement of the Bonds or this Indenture, whether or not such committee shall represent the
holders of a majority of the Bonds. The permissive right of the Trustee to do things enumerated
in this Indenture shall not be construed as a duty, and the Trustee shall not be liable for any
permissive actions taken except as a consequence of its own negligence or misconduct.
Section 9.8. Resignation of Trustee.
The Trustee may at any time resign and be discharged of its duties and obligations
hereunder by giving not fewer than 60 days’ written notice, specifying the date when such
resignation shall take effect, to the City and each Owner of any Outstanding Bond. Such
resignation shall take effect upon the appointment of a successor as provided in Section 9.10 and
the acceptance of such appointment by such successor. Notwithstanding the foregoing, if, after
60 days following receipt of the notice, the City has not appointed a successor Trustee, the
Trustee may apply to a court of competent jurisdiction to appoint a successor Trustee, at no
expense to the City, and such resignation shall take effect upon the court’s appointment of a
successor Trustee.
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Section 9.9. Removal of Trustee.
The Trustee may be removed at any time by (i) the Owners of at least a majority in
aggregate Outstanding principal amount of the Bonds by an instrument or concurrent instruments
in writing signed and acknowledged by such Owners or by their attorneys-in-fact, duly
authorized and delivered to the City, or (ii) so long as the City is not in default under this
Indenture, the City. Copies of each such instrument shall be delivered by the City to the Trustee
and any successor thereof. The Trustee may also be removed at any time for any breach of trust
or for acting or proceeding in violation of, or for failing to act or proceed in accordance with, any
provision of this Indenture with respect to the duties and obligations of the Trustee by any court
of competent jurisdiction upon the application of the City or the Owners of not less than 10% in
aggregate Outstanding principal amount of the Bonds.
Section 9.10. Successor Trustee.
(a) If the Trustee shall resign, be removed, be dissolved, or become incapable of
acting, or shall be adjudged a bankrupt or insolvent, or if a receiver, liquidator, or conservator of
the Trustee or of its property shall be appointed, or if any public officer shall take charge or
control of the Trustee or of its property or affairs, the position of the Trustee hereunder shall
thereupon become vacant.
(b) If the position of Trustee shall become vacant for any of the foregoing reasons or
for any other reason, a successor Trustee may be appointed within one year after any such
vacancy shall have occurred by the Owners of at least 50% of the aggregate Outstanding
principal amount of the Bonds by an instrument or concurrent instruments in writing signed and
acknowledged by such Owners or their attorneys-in-fact, duly authorized and delivered to such
successor Trustee, with notification thereof being given to the predecessor Trustee and the City.
(c) Until such successor Trustee shall have been appointed by the Owners of the
Bonds, the City shall forthwith (and in no event in excess of 30 days after such vacancy occurs)
appoint a Trustee to act hereunder. Copies of any instrument of the City providing for any such
appointment shall be delivered by the City to the Trustee so appointed. The City shall mail notice
of any such appointment to each Owner of any Outstanding Bonds within 30 days after such
appointment. Any appointment of a successor Trustee made by the City immediately and without
further act shall be superseded and revoked by an appointment subsequently made by the
Owners.
(c) If in a proper case no appointment of a successor Trustee shall be made within 45
days after the giving by any Trustee of any notice of resignation in accordance with Section 9.8
or after the occurrence of any other event requiring or authorizing such appointment, the Trustee
or any Owner of Bonds may apply to any court of competent jurisdiction for the appointment of
such a successor, and the court may thereupon, after such notice, if any, as the court may deem
proper, appoint such successor and the City shall be responsible for the costs of such
appointment process.
(e) Any successor Trustee appointed under the provisions of this Section shall be a
commercial bank or trust company or national banking association (i) having a capital and
surplus and undivided profits aggregating at least $50,000,000, if there be such a commercial
bank or trust company or national banking association willing and able to accept the appointment
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on reasonable and customary terms, and (ii) authorized by law to perform all the duties of the
Trustee required by this Indenture.
(f) Each successor Trustee shall mail, in accordance with the provisions of the
Bonds, notice of its appointment as Trustee, any rating agency which, at the time of such
appointment, is providing a rating on the Bonds and each of the Owners of the Bonds.
Section 9.11. Transfer of Rights and Property to Successor Trustee.
Any successor Trustee appointed under the provisions of Section 9.10 shall execute,
acknowledge, and deliver to its predecessor and the City an instrument in writing accepting such
appointment, and thereupon such successor, without any further act, deed, or conveyance, shall
become fully vested with all moneys, estates, properties, rights, immunities, powers, duties,
obligations, and trusts of its predecessor hereunder, with like effect as if originally appointed as
Trustee. However, the Trustee then ceasing to act shall nevertheless, on request of the City or of
such successor, execute, acknowledge, and deliver such instruments of conveyance and further
assurance and do such other things as may reasonably be required for more fully and certainly
vesting and confirming in such successor all the rights, immunities, powers, and trusts of such
Trustee and all the right, title, and interest of such Trustee in and to the Trust Estate, and, upon
the receipt of payment of its outstanding charges, shall pay over, assign, and deliver to such
successor any moneys or other properties subject to the trusts and conditions herein set forth.
Should any deed, conveyance, or instrument in writing from the City be required by such
successor for more fully and certainly vesting in and confirming to it any such moneys, estates,
properties, rights, powers, duties, or obligations, any and all such deeds, conveyances, and
instruments in writing, on request and so far as may be authorized by law, shall be executed,
acknowledged, and delivered by the City.
Section 9.12. Merger, Conversion or Consolidation of Trustee.
Any corporation or association into which the Trustee may be merged or with which it
may be consolidated or any corporation or association resulting from any merger, conversion or
consolidation to which it shall be a party or any corporation or association to which the Trustee
may sell or transfer all or substantially all of its corporate trust business shall be the successor to
such Trustee hereunder, without any further act, deed or conveyance, provided that such
corporation or association shall be a commercial bank or trust company or national banking
association qualified to be a successor to such Trustee under the provisions of Section 9.10, or a
trust company that is a wholly-owned subsidiary of any of the foregoing.
Section 9.13. Trustee To File Continuation Statements.
Chapter 1208, Texas Government Code, applies to the issuance of the Bonds and the
pledge of the Trust Estate provided herein, and such pledge is, under current law, valid, effective
and perfected. If necessary, the Trustee shall file or cause to be filed, at the City’s expense, such
continuation statements as may be delivered to the Trustee and which may be required by the
Texas Uniform Commercial Code, as from time to time in effect (the "UCC"), in order to
continue perfection of the security interest of the Trustee in such items of tangible or intangible
personal property and any fixtures as may have been granted to the Trustee pursuant to this
Indenture in the time, place and manner required by the UCC; provided unless the Trustee is
otherwise notified by the City, the Trustee may conclusively rely upon the initial filing
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statements delivered to it in filing any continuation statements hereunder. The Trustee is not
responsible for the initial filing of any financing statements. The City shall timely delivery a
copy of such filed financing statement, if any, to the Trustee.
Section 9.14. Accounts, Periodic Reports and Certificates.
The Trustee shall keep or cause to be kept proper books of record and account (separate
from all other records and accounts) in which complete and correct entries shall be made of its
transactions relating to the Funds and Accounts established by this Indenture and which shall at
all times be subject to inspection by the City, and the Owner or Owners of not less than 10% in
principal amount of the Bonds then Outstanding or their representatives duly authorized in
writing.
Section 9.15. Construction of Indenture.
The Trustee may construe any of the provisions of this Indenture insofar as the same may
appear to be ambiguous or inconsistent with any other provision hereof, and any construction of
any such provisions hereof by the Trustee in good faith shall be binding upon the Owners of the
Bonds.
Section 9.16. Offering Documentation.
The Trustee shall have no responsibility with respect to any information, statement, or
recital in any official statement, offering memorandum, or any other disclosure material prepared
or distributed with respect to the Bonds and, except as otherwise provided in the Continuing
Disclosure Agreement of the Issuer, shall have no responsibility for compliance with any State or
federal securities laws in connection with the Bonds.
ARTICLE X
MODIFICATION OR AMENDMENT OF THIS INDENTURE
Section 10.1. Amendments Permitted.
(a) This Indenture and the rights and obligations of the City and of the Owners of the
Bonds may be modified or amended at any time by a Supplemental Indenture, except as provided
below, pursuant to the affirmative vote at a meeting of Owners of the Bonds, or with the written
consent without a meeting, of the Owners of the Bonds of at least a majority of the aggregate
principal amount of the Bonds then Outstanding and City approval of such modification or
amendment. No such modification or amendment shall (i) extend the maturity of any Bond or
reduce the principal of or interest rate thereon, or otherwise alter or impair the obligation of the
City to pay the principal of, and the interest and any premium on, any Bond, without the express
consent of the Owner of such Bond, (ii) permit the creation by the City of any pledge or lien
upon the Trust Estate, or any portion thereof, superior to or on a parity with the pledge and lien
created for the benefit of the Bonds (except for the issuance of Refunding Bonds or as otherwise
permitted by Applicable Laws or this Indenture), or (iii) reduce the percentage of Owners of the
Bonds required for the amendment hereof. Any such amendment shall not modify any of the
rights or obligations of the Trustee without its written consent.
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(b) This Indenture and the rights and obligations of the City and of the Owners may
also be modified or amended at any time by a Supplemental Indenture, without the consent of
any Owners, only to the extent permitted by law, and only for any one or more of the following
purposes:
(i) to add to the covenants and agreements of the City in this Indenture
contained, other covenants and agreements thereafter to be observed, or to limit or
surrender any right or power herein reserved to or conferred upon the City;
(ii) to make modifications not adversely affecting any Outstanding Bonds in
any material respect;
(iii) to make such provisions for the purpose of curing any ambiguity,
or of curing, correcting or supplementing any defective provision contained in this
Indenture, or in regard to questions arising under this Indenture, as the City and the
Trustee may deem necessary or desirable and not inconsistent with this Indenture, and
that shall not adversely affect the rights of the Owners of the Bonds;
(iv) to set forth additional provisions, if deemed necessary or advisable, in
connection with the issuance of Refunding Bonds permitted under the terms of this
Indenture; and
(v) to make such additions, deletions or modifications as may be necessary or
desirable to assure exemption from federal income taxation of interest on the Bonds.
Section 10.2. Owners’ Meetings.
The City may at any time call a meeting of the Owners of the Bonds. In such event the
City is authorized to fix the time and place of said meeting and to provide for the giving of notice
thereof, and to fix and adopt reasonable rules and regulations for the conduct of said meeting;
provided, however, that the same may not conflict with the terms of this Indenture. Without
limiting the generality of the immediately preceding sentence, such rules and regulations may not
reduce the percentage of Owners of Bonds required for the amendment of this Indenture as
provided herein.
Section 10.3. Procedure for Amendment with Written Consent of Owners.
(a) The City and the Trustee may at any time adopt a Supplemental Indenture
amending the provisions of the Bonds or of this Indenture, to the extent that such amendment is
permitted by Section 10.1, to take effect when and as provided in this Section. A copy of such
Supplemental Indenture, together with a request to Owners for their consent thereto, if such
consent is required pursuant to Section 10.1, shall be mailed by first class mail, by the Trustee to
each Owner of Bonds from whom consent is required under this Indenture, but failure to mail
copies of such Supplemental Indenture and request shall not affect the validity of the
Supplemental Indenture when assented to as in this Section provided.
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(b) Such Supplemental Indenture shall not become effective unless there shall be
filed with the Trustee the written consents of the Owners as required by this Indenture and a
notice shall have been mailed as hereinafter in this Section provided and the City has delivered to
the Trustee an opinion of Bond Counsel to the effect that such amendment is permitted and will
not adversely affect the exclusion of interest on the Bonds from gross income for purposes of
federal income taxation. Each such consent shall be effective only if accompanied by proof of
ownership of the Bonds for which such consent is given, which proof shall be such as is
permitted by Section 11.6. Any such consent shall be binding upon the Owner of the Bonds
giving such consent and on any subsequent Owner (whether or not such subsequent Owner has
notice thereof), unless such consent is revoked in writing by the Owner giving such consent or a
subsequent Owner by filing such revocation with the Trustee prior to the date when the notice
hereinafter in this Section provided for has been mailed.
(c) After the Owners of the required percentage of Bonds shall have filed their
consents to the Supplemental Indenture, the City shall mail a notice to the Owners in the manner
hereinbefore provided in this Section for the mailing of the Supplemental Indenture, stating in
substance that the Supplemental Indenture has been consented to by the Owners of the required
percentage of Bonds and will be effective as provided in this Section (but failure to mail copies
of said notice shall not affect the validity of the Supplemental Indenture or consents thereto).
Proof of the mailing of such notice shall be filed with the Trustee. A record, consisting of the
papers required by this Section 10.3 to be filed with the Trustee, shall be proof of the matters
therein stated until the contrary is proved. The Supplemental Indenture shall become effective
upon the filing with the Trustee of the proof of mailing of such notice, and the Supplemental
Indenture shall be deemed conclusively binding (except as otherwise hereinabove specifically
provided in this Article) upon the City and the Owners of all Bonds at the expiration of sixty (60)
days after such filing, except in the event of a final decree of a court of competent jurisdiction
setting aside such consent in a legal action or equitable proceeding for such purpose commenced
within such sixty-day period.
Section 10.4. Procedure for Amendment Not Requiring Owner Consent.
(a) The City and the Trustee may at any time adopt a Supplemental Indenture
amending the provisions of the Bonds or of this Indenture, to the extent that such amendment is
permitted by Section 10.1, to take effect when and as provided in this Section. The City shall
direct the Trustee to provide a copy of such Supplemental Indenture, together with a notice
stating that the Supplemental Indenture does not require Owner consent, mailed by first class
mail to each Owner of Bonds, but failure to mail copies of such Supplemental Indenture shall not
affect the validity of the Supplemental Indenture. The Trustee shall retain the proof of its
mailing of such notice. A record, consisting of the papers required by this Section 10.4, shall be
proof of the matters therein stated until the contrary is proved.
(b) The Supplemental Indenture shall become effective upon the execution and
delivery of such Supplemental Indenture by the Trustee and the City, and the Supplemental
Indenture shall be deemed conclusively binding upon the City, the Trustee and the Owners of all
Bonds as of the date of such execution and delivery.
Section 10.5. Effect of Supplemental Indenture.
From and after the time any Supplemental Indenture becomes effective pursuant to this
Article X, this Indenture shall be deemed to be modified and amended in accordance therewith,
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the respective rights, duties, and obligations under this Indenture of the City, the Trustee and all
Owners of Bonds Outstanding shall thereafter be determined, exercised and enforced hereunder
subject in all respects to such modifications and amendments, and all the terms and conditions of
any such Supplemental Indenture shall be deemed to be part of the terms and conditions of this
Indenture for any and all purposes.
Section 10.6. Endorsement or Replacement of Bonds Issued After Amendments.
The City may determine that Bonds issued and delivered after the effective date of any
action taken as provided in this Article X shall bear a notation, by endorsement or otherwise, in
form approved by the City, as to such action. In that case, upon demand of the Owner of any
Bond Outstanding at such effective date and presentation of his Bond for that purpose at the
designated office of the Trustee or at such other office as the City may select and designate for
that purpose, a suitable notation shall be made on such Bond. The City may determine that new
Bonds, so modified as in the opinion of the City is necessary to conform to such Owners’ action,
shall be prepared, executed, and delivered. In that case, upon demand of the Owner of any Bonds
then Outstanding, such new Bonds shall be exchanged at the designated office of the Trustee
without cost to any Owner, for Bonds then Outstanding, upon surrender of such Bonds.
Section 10.7. Amendatory Endorsement of Bonds.
The provisions of this Article X shall not prevent any Owner from accepting any
amendment as to the particular Bonds held by such Owner, provided that due notation thereof is
made on such Bonds.
Section 10.8. Waiver of Default.
With the written consent of the Owners of at least a majority in aggregate principal
amount of the Bonds then Outstanding, the Owners may waive compliance by the City with
certain past defaults under this Indenture and their consequences. Any such consent shall be
conclusive and binding upon the Owners and upon all future Owners.
Section 10.9. Execution of Supplemental Indenture.
(a) In executing, or accepting the additional trusts created by, any Supplemental
Indenture permitted by this Article or the modification thereby of the trusts created by this
Indenture, the Trustee shall receive, and shall be fully protected in relying upon, an opinion of
counsel addressed and delivered to the Trustee and the City stating that the execution of such
Supplemental Indenture is permitted by and in compliance with this Indenture. The Trustee may,
but shall not be obligated to, enter into any such Supplemental Indenture which affects the
Trustee’s own rights, duties or immunities under this Indenture or otherwise.
(b) No such amendment shall modify any of the rights or obligations of the Trustee
without its written consent. In executing or accepting any Supplemental Indenture, the Trustee
shall be fully protected in relying upon an opinion of qualified counsel addressed and delivered
to the Trustee stating that (i) the execution of such Supplemental Indenture is permitted by and in
compliance with this Indenture, (ii) the execution and delivery of will not adversely affect the
exclusion from federal gross income of the interest on the Bonds, and (iii) such Supplemental
Indenture will, upon the execution and delivery thereof, to be a valid and binding obligation of
the City.
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ARTICLE XI
DEFAULT AND REMEDIES
Section 11.1. Events of Default.
Each of the following occurrences or events shall be and is hereby declared to be an
"Event of Default," to wit:
(i) The failure of the City to deposit the Pledged Revenues to the Pledged
Revenue Fund;
(ii) The failure of the City to enforce the collection of the Assessments
including the prosecution of foreclosure proceedings, in accordance with Section 7.2;
(iii) Default in the performance or observance of any covenant, agreement or
obligation of the City under this Indenture, other than a default under (iv) below, and the
continuation thereof for a period of ninety (90) days after written notice specifying such default
and requiring same to be remedied shall have been given to the City by the Trustee, which may
give such notice in its discretion and which shall give such notice at the written request of the
Owners of not less than 51% in aggregate Outstanding principal amount of the Bonds; provided,
however, if the default stated in the notice is capable of cure but cannot reasonably be cured
within the applicable period, the City shall be entitled to a further extension of time reasonably
necessary to remedy such default so long as corrective action is instituted by the City within the
applicable period and is diligently pursued until such failure is corrected, but in no event for a
period of time of more than one hundred eighty (180) days after such notice; and
(iv) The failure to make payment of the principal of or interest on any of the
Bonds when the same becomes due and payable and such failure is not remedied within thirty
(30) days thereafter.
The Trustee shall not be charged with knowledge of (a) any events or other information,
or (b) any default under this Indenture or any other agreement unless a responsible officer of the
Trustee shall have actual knowledge thereof.
Section 11.2. Immediate Remedies for Default.
(a) Subject to Article VIII, upon the happening and continuance of any of the Events
of Default described in Section 11.1, then and in every such case the Trustee may proceed, and
upon the written request of the Owners of not less than 51% in aggregate Outstanding principal
amount of the Bonds hereunder shall proceed, to protect and enforce the rights of the Owners
under this Indenture, by action seeking mandamus or by other suit, action, or special proceeding
in equity or at law, in any court of competent jurisdiction, for any relief to the extent permitted
by Applicable Laws, including, but not limited to, the specific performance of any covenant or
agreement contained herein, or injunction; provided, however, that no action for money damages
against the City may be sought or shall be permitted.
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(b) PURSUANT TO SECTION 11.7, THE PRINCIPAL OF THE BONDS SHALL
NOT BE SUBJECT TO ACCELERATION UNDER ANY CIRCUMSTANCES.
(c) If the assets of the Trust Estate are sufficient to pay all amounts due with respect
to Outstanding Bonds, in the selection of Trust Estate assets to be used in the payment of Bonds
due under this Article, the City shall determine, in its absolute discretion, and shall instruct the
Trustee by City Certificate, which Trust Estate assets shall be applied to such payment and shall
not be liable to any Owner or other Person by reason of such selection and application. In the
event that the City shall fail to deliver to the Trustee such City Certificate, the Trustee shall
select and liquidate or sell Trust Estate assets as provided in the following paragraph, and shall
not be liable to any Owner, or other Person, or the City by reason of such selection, liquidation
or sale. The Trustee shall have no liability for its selection of Trust Estate assets to liquidate or
sell.
(d) Whenever moneys are to be applied pursuant to this Article XI, irrespective of
and whether other remedies authorized under this Indenture shall have been pursued in whole or
in part, the Trustee may cause any or all of the assets of the Trust Estate, including Investment
Securities, to be sold. The Trustee may so sell the assets of the Trust Estate and all right, title,
interest, claim and demand thereto and the right of redemption thereof, in one or more parts, at
any such place or places, and at such time or times and upon such notice and terms as the Trustee
may deem appropriate, and as may be required by law and apply the proceeds thereof in
accordance with the provisions of this Section. Upon such sale, the Trustee may make and
deliver to the purchaser or purchasers a good and sufficient assignment or conveyance for the
same, which sale shall be a perpetual bar both at law and in equity against the City, and all other
Persons claiming such properties. No purchaser at any sale shall be bound to see to the
application of the purchase money proceeds thereof or to inquire as to the authorization,
necessity, expediency, or regularity of any such sale. Nevertheless, if so requested by the
Trustee, the City shall ratify and confirm any sale or sales by executing and delivering to the
Trustee or to such purchaser or purchasers all such instruments as may be necessary or, in the
reasonable judgment of the Trustee, proper for the purpose which may be designated in such
request.
Section 11.3. Restriction on Owner’s Action.
(a) No Owner shall have any right to institute any action, suit or proceeding at law or
in equity for the enforcement of this Indenture or for the execution of any trust thereof or any
other remedy hereunder, unless (i) a default has occurred and is continuing of which the Trustee
has been notified in writing as provided in Section 11.1, or of which by such Section it is deemed
to have notice, (ii) such default has become an Event of Default and the Owners of not less than
51% of the aggregate principal amount of the Bonds then Outstanding have made written request
to the Trustee and offered it reasonable opportunity either to proceed to exercise the powers
hereinbefore granted or to institute such action, suit or proceeding in its own name, (iii) the
Owners have furnished to the Trustee written evidence of indemnity as provided in Section 9.2,
(iv) the Trustee has for 60 days after such notice failed or refused to exercise the powers
hereinbefore granted, or to institute such action, suit, or proceeding in its own name, (v) no
written direction inconsistent with such written request has been given to the Trustee during such
60-day period by the Owners of a majority of the aggregate principal amount of the Bonds then
Outstanding, and (vi) notice of such action, suit, or proceeding is given to the Trustee in writing;
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however, no one or more Owners of the Bonds shall have any right in any manner whatsoever to
affect, disturb, or prejudice this Indenture by its, his or their action or to enforce any right
hereunder except in the manner provided herein, and that all proceedings at law or in equity shall
be instituted and maintained in the manner provided herein and for the equal benefit of the
Owners of all Bonds then Outstanding. The notification, request and furnishing of indemnity set
forth above shall, at the option of the Trustee as advised by its counsel, be conditions precedent
to the execution of the powers and trusts of this Indenture and to any action or cause of action for
the enforcement of this Indenture or for any other remedy hereunder.
(b) Subject to Article VIII, nothing in this Indenture shall affect or impair the right of
any Owner to enforce, by action at law, payment of any Bond at and after the maturity thereof, or
on the date fixed for redemption or the obligation of the City to pay each Bond issued hereunder
to the respective Owners thereof at the time and place, from the source and in the manner
expressed herein and in the Bonds.
(c) In case the Trustee or any Owners shall have proceeded to enforce any right under
this Indenture and such proceedings shall have been discontinued or abandoned for any reason or
shall have been determined adversely to the Trustee or any Owners, then and in every such case
the City, the Trustee and the Owners shall be restored to their former positions and rights
hereunder, and all rights, remedies and powers of the Trustee shall continue as if no such
proceedings had been taken.
Section 11.4. Application of Revenues and Other Moneys After Default.
(a) All moneys, securities, funds, Pledged Revenues and other assets of the Trust
Estate and the income therefrom received by the Trustee pursuant to any right given or action
taken under the provisions of this Article shall, after payment of the cost and expenses of the
proceedings resulting in the collection of such amounts, the expenses (including its counsel fees,
costs, and expenses), liabilities, and advances incurred or made by the Trustee and the fees of the
Trustee in carrying out this Indenture, during the continuance of an Event of Default,
notwithstanding Section 11.2, be applied by the Trustee, on behalf of the City, to the payment of
interest and principal or Redemption Price then due on Bonds, as follows:
FIRST: To the payment to the Owners entitled thereto all installments of interest then due
in the direct order of maturity of such installments, and, if the amount available shall not
be sufficient to pay in full any installment, then to the payment thereof ratably, according
to the amounts due on such installment, to the Owners entitled thereto, without any
discrimination or preference; and
SECOND: To the payment to the Owners entitled thereto of the unpaid principal of
Outstanding Bonds, or Redemption Price of any Bonds which shall have become due,
whether at maturity or by call for redemption, in the direct order of their due dates and, if
the amounts available shall not be sufficient to pay in full all the Bonds due on any date,
then to the payment thereof ratably, according to the amounts of principal due or
Redemption Price and to the Owners entitled thereto, without any discrimination or
preference.
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The Trustee shall make payments to the Owners pursuant to this Section 11.4 within
thirty (30) days of receipt of such good and available funds, and the record date shall be the date
the Trustee receives such good and available funds.
(b) In the event funds are not adequate to cure any of the Events of Default described
in Section 11.1, the available funds shall be allocated to the Bonds that are Outstanding in
proportion to the quantity of Bonds that are currently due and in default under the terms of this
Indenture.
(c) The restoration of the City to its prior position after any and all defaults have been
cured, as provided in Section 11.3, shall not extend to or affect any subsequent default under this
Indenture or impair any right consequent thereon.
Section 11.5. Effect of Waiver.
No delay or omission of the Trustee, or any Owner, to exercise any right or power
accruing upon any default shall impair any such right or power or shall be construed to be a
waiver of any such default or an acquiescence therein; and every power and remedy given by this
Indenture to the Trustee or the Owners, respectively, may be exercised from time to time and as
often as may be deemed expedient.
Section 11.6. Evidence of Ownership of Bonds.
(a) Any request, consent, revocation of consent or other instrument which this
Indenture may require or permit to be signed and executed by the Owners may be in one or more
instruments of similar tenor, and shall be signed or executed by such Owners in person or by
their attorneys duly appointed in writing. Proof of the execution of any such instrument, or of
any instrument appointing any such attorney, or the holding by any Person of the Bonds shall be
sufficient for any purpose of this Indenture (except as otherwise herein expressly provided) if
made in the following manner:
(i) The fact and date of the execution of such instruments by any Owner of
Bonds or the duly appointed attorney authorized to act on behalf of such Owner may be
provided by a guarantee of the signature thereon by a bank or trust company or by the
certificate of any notary public or other officer authorized to take acknowledgments of
deeds, that the Person signing such request or other instrument acknowledged to him the
execution thereof, or by an affidavit of a witness of such execution, duly sworn to before
such notary public or other officer. Where such execution is by an officer of a corporation
or association or a member of a partnership, on behalf of such corporation, association or
partnership, such signature guarantee, certificate, or affidavit shall also constitute
sufficient proof of his authority.
(ii) The ownership of Bonds and the amount, numbers and other identification
and date of holding the same shall be proved by the Register.
(b) Except as otherwise provided in this Indenture with respect to revocation of a
consent, any request or consent by an Owner of any Bond shall bind all future Owners of the
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same Bond in respect of anything done or suffered to be done by the City or the Trustee in
accordance therewith.
Section 11.7. No Acceleration.
In the event of the occurrence of an Event of Default under Section 11.1, the right of
acceleration of any Stated Maturity is not granted as a remedy hereunder and the right of
acceleration under this Indenture is expressly denied.
Section 11.8. Mailing of Notice.
Any provision in this Article for the mailing of a notice or other document to Owners
shall be fully complied with if it is mailed, first class postage prepaid, only to each Owner at the
address appearing upon the Register.
Section 11.9. Exclusion of Bonds.
Bonds owned or held by or for the account of the City will not be deemed Outstanding
for the purpose of consent or other action or any calculation of Outstanding Bonds provided for
in this Indenture, and the City shall not be entitled with respect to such Bonds to give any
consent or take any other action provided for in this Indenture.
ARTICLE XII
GENERAL COVENANTS AND REPRESENTATIONS
Section 12.1. Representations as to Trust Estate.
(a) The City represents and warrants that it is authorized by Applicable Laws to
authorize and issue the Bonds, to execute and deliver this Indenture and to pledge the Trust
Estate in the manner and to the extent provided in this Indenture, and that the Trust Estate is and
will be and remain free and clear of any pledge, lien, charge, or encumbrance thereon or with
respect thereto prior to, or of equal rank with, the pledge and lien created in or authorized by this
Indenture except as expressly provided herein.
(b) The City shall at all times, to the extent permitted by Applicable Laws, defend,
preserve and protect the pledge of the Trust Estate and all the rights of the Owners and the
Trustee, under this Indenture against all claims and demands of all Persons whomsoever.
(c) Subject to Section 7.2(d), the City will take all steps reasonably necessary and
appropriate, and will provide written direction to the Trustee to take all steps reasonably
necessary and appropriate, to collect all delinquencies in the collection of the Assessments and
any other amounts pledged to the payment of the Bonds to the fullest extent permitted by the PID
Act and other Applicable Laws.
Section 12.2. General.
The City shall do and perform or cause to be done and performed all acts and things
required to be done or performed by or on behalf of the City under the provisions of this
Indenture.
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ARTICLE XIII
SPECIAL COVENANTS
Section 13.1. Further Assurances; Due Performance.
(a) At any and all times the City will duly execute, acknowledge and deliver, or will
cause to be done, executed and delivered, all and every such further acts, conveyances, transfers,
and assurances in a manner as the Trustee shall reasonably require for better conveying,
transferring, pledging, and confirming unto the Trustee, all and singular, the revenues, Funds,
Accounts and properties constituting the Pledged Revenues, and the Trust Estate hereby
transferred and pledged, or intended so to be transferred and pledged.
(b) The City will duly and punctually keep, observe and perform each and every
term, covenant and condition on its part to be kept, observed and performed, contained in this
Indenture.
Section 13.2. Other Obligations or Other Liens; Refunding Bonds.
(a) The City reserves the right, subject to the provisions contained in this
Section 13.2, to issue Other Obligations under other indentures, assessment ordinances, or
similar agreements or other obligations which do not constitute or create a lien on the Trust
Estate and are not payable from the Trust Estate, or any portion thereof.
(b) Other than Refunding Bonds issued to refund all or a portion of the Bonds, or
subordinate lien obligations permitted hereunder, the City will not create or voluntarily permit to
be created any debt, lien or charge on the Trust Estate, or any portion thereof, and will not do or
omit to do or suffer to be done or omit to be done any matter or things whatsoever whereby the
lien of this Indenture or the priority hereof might or could be lost or impaired.
(c) Notwithstanding any contrary provision of this Indenture but subject to
Section 7.3, the City shall not issue additional bonds, notes or other obligations under this
Indenture, secured by any pledge of or other lien or charge on the Trust Estate or other property
pledged under this Indenture, other than Refunding Bonds and subordinate lien obligations
permitted hereunder. The City reserves the right to issue Refunding Bonds, the proceeds of
which would be utilized to refund all or any portion of the Outstanding Bonds or Outstanding
Refunding Bonds and to pay all costs incident to the Refunding Bonds, as authorized by the laws
of the State.
Section 13.3. Books of Record.
(a) The City shall cause to be kept full and proper books of record and accounts, in
which full, true and proper entries will be made of all dealings, business and affairs of the City,
which relate to the Trust Estate and the Bonds.
(b) The Trustee shall have no responsibility with respect to the financial and other
information received by it pursuant to this Section 13.3 except to receive and retain same, subject
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to the Trustee’s document retention policies, and to distribute the same in accordance with the
provisions of this Indenture.
ARTICLE XIV
PAYMENT AND CANCELLATION OF THE BONDS AND SATISFACTION OF THE
INDENTURE
Section 14.1. Trust Irrevocable.
The trust created by the terms and provisions of this Indenture is irrevocable until the
Bonds secured hereby are fully paid or provision is made for their payment as provided in this
Article.
Section 14.2. Satisfaction of Indenture.
If the City shall pay or cause to be paid, or there shall otherwise be paid to the Owners,
principal of and interest on all of the Bonds, at the times and in the manner stipulated in this
Indenture, and all amounts due and owing with respect to the Bonds have been paid or provided
for, then the pledge of the Trust Estate and all covenants, agreements, and other obligations of
the City to the Owners of such Bonds, shall thereupon cease, terminate, and become void and be
discharged and satisfied. In such event, the Trustee shall execute and deliver to the City copies of
all such documents as it may have evidencing that principal of and interest on all of the Bonds
has been paid so that the City may determine if this Indenture is satisfied; if so, the Trustee shall
pay over or deliver all moneys held by it in the Funds and Accounts held hereunder to the Person
entitled to receive such amounts, or, if no Person is entitled to receive such amounts, then to the
City.
Section 14.3. Bonds Deemed Paid.
(a) Any Outstanding Bonds shall, prior to the Stated Maturity or redemption date
thereof, be deemed to have been paid and no longer Outstanding within the meaning of this
Indenture (a "Defeased Debt"), and particularly this Article XIV, when payment of the principal
of, premium, if any, on such Defeased Debt, plus interest thereon to the due date thereof
(whether such due date be by reason of maturity, redemption, or otherwise), either (1) shall have
been made in accordance with the terms thereof, or (2) shall have been provided by irrevocably
depositing with the Trustee, in trust, and irrevocably set aside exclusively for such payment,
(A) money sufficient to make such payment or (B) Defeasance Securities that mature as to
principal and interest in such amount and at such times as will insure the availability, without
reinvestment, of sufficient money to make such payment, and all necessary and proper fees,
compensation, and expenses of the Trustee pertaining to the Bonds with respect to which such
deposit is made shall have been paid or the payment thereof provided for to the satisfaction of
the Trustee. Neither Defeasance Securities nor moneys deposited with the Trustee pursuant to
this Section nor principal or interest payments on any such Defeasance Securities shall be
withdrawn or used for any purpose other than, and shall be held in trust for, the payment of the
principal of and interest on the Bonds and shall not be part of the Trust Estate. Any cash received
from such principal of and interest on such Defeasance Securities deposited with the Trustee, if
not then needed for such purpose, shall be reinvested in Defeasance Securities as directed by the
City maturing at times and in amounts sufficient to pay when due the principal of and interest on
the Bonds on and prior to such redemption date or maturity date thereof, as the case may be.
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Any payment for Defeasance Securities purchased for the purpose of reinvesting cash as
aforesaid shall be made only against delivery of such Defeasance Securities.
(b) Any determination not to redeem Defeased Debt that is made in conjunction with
the payment arrangements specified in Sections 14.3(a)(1) or 14.3(a)(2) shall not be irrevocable,
provided that: (1) in the proceedings providing for such defeasance, the City expressly reserves
the right to call the Defeased Debt for redemption; (2) the City gives notice of the reservation of
that right to the Owners of the Defeased Debt immediately following the defeasance; (3) the City
directs that notice of the reservation be included in any defeasance or redemption notices that it
authorizes; and (4) at or prior to the time of the redemption, the City satisfies the conditions of
clause (a) of this Section 14.3 with respect to such Defeased Debt as though it was being
defeased at the time of the exercise of the option to redeem the Defeased Debt, after taking the
redemption into account in determining the sufficiency of the provisions made for the payment
of the Defeased Debt.
(c) Until all Defeased Debt shall have become due and payable, the Trustee and the
Paying Agent/Registrar each shall perform the services of Trustee and Paying Agent/Registrar
for such Defeased Debt the same as if they had not been defeased, and the City shall make
proper arrangements to provide and pay for such services as required by this Indenture.
ARTICLE XV
MISCELLANEOUS
Section 15.1. Benefits of Indenture Limited to Parties.
Nothing in this Indenture, expressed or implied, is intended to give to any Person other
than the City, the Trustee and the Owners, any right, remedy, or claim under or by reason of this
Indenture. Any covenants, stipulations, promises or agreements in this Indenture by and on
behalf of the City shall be for the sole and exclusive benefit of the Owners and the Trustee. This
Indenture and the exhibits hereto set forth the entire agreement and understanding of the parties
related to this transaction and supersedes all prior agreements and understandings, oral or
written.
Section 15.2. Successor is Deemed Included in All References to Predecessor.
Whenever in this Indenture or any Supplemental Indenture either the City or the Trustee
is named or referred to, such reference shall be deemed to include the successors or assigns
thereof, and all the covenants and agreements in this Indenture contained by or on behalf of the
City or the Trustee shall bind and inure to the benefit of the respective successors and assigns
thereof whether so expressed or not.
Section 15.3. Execution of Documents and Proof of Ownership by Owners.
(a) Any request, declaration, or other instrument which this Indenture may require or
permit to be executed by Owners may be in one or more instruments of similar tenor, and shall
be executed by Owners in person or by their attorneys duly appointed in writing.
(b) Except as otherwise expressly provided herein, the fact and date of the execution
by any Owner or his attorney of such request, declaration, or other instrument, or of such writing
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appointing such attorney, may be proved by the certificate of any notary public or other officer
authorized to take acknowledgments of deeds to be recorded in the state in which he purports to
act, that the Person signing such request, declaration, or other instrument or writing
acknowledged to him the execution thereof, or by an affidavit of a witness of such execution,
duly sworn to before such notary public or other officer.
(c) Except as otherwise herein expressly provided, the ownership of registered Bonds
and the amount, maturity, number, and date of holding the same shall be proved by the Register.
(d) Any request, declaration or other instrument or writing of the Owner of any Bond
shall bind all future Owners of such Bond in respect of anything done or suffered to be done by
the City or the Trustee in good faith and in accordance therewith.
Section 15.4. No Waiver of Personal Liability.
No member, officer, agent, or employee of the City shall be individually or personally
liable for the payment of the principal of, or interest or any premium on, the Bonds; but nothing
herein contained shall relieve any such member, officer, agent, or employee from the
performance of any official duty provided by law.
Section 15.5. Notices to and Demands on City and Trustee.
(a) Except as otherwise expressly provided herein, all notices or other instruments
required or permitted under this Indenture shall be in writing and shall be faxed, delivered by
hand, or mailed by first class mail, postage prepaid, and addressed as follows:
If to the City City of Anna, Texas
120 W. 7th St.
Anna, Texas 75409
Attn: Director of Finance
Telephone: (972) 924-3325
If to the Trustee, initially also acting in
the capacity of Paying Agent/Registrar
Regions Bank
3773 Richmond Avenue, Suite 1100
Houston, Texas 77046
Attn: Corporate Trust Services
Telephone: (713) 244-8042
(b) Any such notice, demand, or request may also be transmitted to the appropriate
party by telegram or telephone and shall be deemed to be properly given or made at the time of
such transmission if, and only if, such transmission of notice shall be confirmed in writing and
sent as specified above.
(c) Any of such addresses may be changed at any time upon written notice of such
change given to the other party by the party effecting the change. Notices and consents given by
mail in accordance with this Section shall be deemed to have been given five Business Days after
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the date of dispatch; notices and consents given by any other means shall be deemed to have
been given when received.
(d) The Trustee shall mail to each Owner of a Bond notice of the redemption or
defeasance of all Bonds Outstanding.
Section 15.6. Partial Invalidity.
If any Section, paragraph, sentence, clause, or phrase of this Indenture shall for any
reason be held illegal or unenforceable, such holding shall not affect the validity of the remaining
portions of this Indenture. The City hereby declares that it would have adopted this Indenture and
each and every other Section, paragraph, sentence, clause, or phrase hereof and authorized the
issue of the Bonds pursuant thereto irrespective of the fact that anyone or more Sections,
paragraphs, sentences, clauses, or phrases of this Indenture may be held illegal, invalid, or
unenforceable.
Section 15.7. Applicable Laws.
This Indenture shall be governed by and enforced in accordance with the laws of the
State applicable to contracts made and performed in the State. Venue and exclusive jurisdiction
for any action to enforce or construe this Indenture shall be a state court of competent
jurisdiction in Collin County, Texas or any federal court with diversity jurisdiction.
Section 15.8. Payment on Business Day.
In any case where the date of the maturity of interest or of principal (and premium, if
any) of the Bonds or the date fixed for redemption of any Bonds or the date any action is to be
taken pursuant to this Indenture is other than a Business Day, the payment of interest or principal
(and premium, if any) or the action need not be made on such date but may be made on the next
succeeding day that is a Business Day with the same force and effect as if made on the date
required and no interest shall accrue for the period from and after such date.
Section 15.9. Reimbursement Agreement Amendments and Supplements.
The City and the Developer may amend and supplement the Reimbursement Agreement
from time to time without the consent or approval of the Owners or the Trustee.
Section 15.10. Counterparts.
This Indenture may be executed in counterparts, each of which shall be deemed an
original.
Section 15.11. Texas Government Code Verifications.
(a) The Trustee represents that, neither the Trustee, nor any parent company, wholly-
or majority-owned subsidiaries or affiliates of the same, if any, are companies identified on a list
prepared and maintained by the Texas Comptroller of Public Accounts under Section 2252.153
or Section 2270.0201, Texas Government Code, and posted on the following page of such
officer's internet website:
https://comptroller.texas.gov/purchasing/publications/divestment.php
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The foregoing representation is made solely to comply with Section 2252.152, Texas
Government Code, and to the extent such Section does not contravene applicable Federal law
and excludes the Trustee and each parent company, wholly- or majority-owned subsidiaries, and
other affiliates of the same, if any, that the United States government has affirmatively declared
to be excluded from its federal sanctions regime relating to Sudan or Iran or any federal
sanctions regime relating to a foreign terrorist organization. The Trustee understands "affiliate"
to mean any entity that controls, is controlled by, or is under common control with the Trustee
and exists to make a profit.
(b) The Trustee hereby verify that the Trustee and any parent company, wholly- or
majority-owned subsidiaries, and other affiliates, if any, do not boycott Israel and, to the extent
this Indenture is a contract for goods or services, will not boycott Israel during the term of this
Contract. The foregoing verification is made solely to comply with Section 2271.002, Texas
Government Code, and to the extent such Section does not contravene applicable State or
Federal law. As used in the foregoing verification, "boycott Israel" means refusing to deal with,
terminating business activities with, or otherwise taking any action that is intended to penalize,
inflict economic harm on, or limit commercial relations specifically with Israel, or with a person
or entity doing business in Israel or in an Israeli-controlled territory, but does not include an
action made for ordinary business purposes.
(c) The Trustee hereby verifies that it and any parent company, wholly- or majority-
owned subsidiaries, and other affiliates, if any, do not boycott energy companies and, to the
extent this Indenture is a contract for goods or services, will not boycott energy companies
during the term of this Indenture. The foregoing verification is made solely to enable the City to
comply with Section 2274.002, Texas Government Code, as added by Senate Bill 13 in the
Regular Session of the 87th Legislature of Texas, and to the extent such Section does not
contravene applicable Federal law. As used in the foregoing verification, “boycott energy
company” means (without an ordinary business purpose) refusing to deal with, terminating
business activities with, or otherwise taking any action that is intended to penalize, inflict
economic harm on, or limit commercial relations with a company because the company either (i)
engages in the exploration, production, utilization, transportation, sale, or manufacturing of fossil
fuel-based energy and does not commit or pledge to meet environmental standards beyond
applicable federal and state law or (ii) does business with such a company.
(d) The Trustee hereby verifies that it and any parent company, wholly- or majority-
owned subsidiaries, and other affiliates, if any, do not discriminate against a firearm entity or
firearm trade association and, to the extent this Indenture is a contract for goods or services, will
not discriminate against a firearm entity or firearm trade association during the term of this
Indenture. The foregoing verification is made solely to enable the City to comply with Section
2274.002, Texas Government Code, and to the extent such Section does not contravene
applicable Federal law. As used in the foregoing verification, (a) ‘discriminate against a firearm
entity or firearm trade association’ means to refuse to engage in the trade of any goods or
services, or to refrain from continuing or terminate an existing business relationship, with the
firearm entity or firearm trade association based solely on its status as a firearm entity or firearm
trade association, but does not include any such action taken (i) to comply with federal, state, or
local law, policy, or regulations or a directive by a regulatory agency or (ii) for a traditional
business reason that is specific to the firearm entity or firearm trade association and not based
solely on its status as a firearm entity or firearm trade association, (b) ‘firearm entity’ means a
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manufacturer, distributor, wholesaler, supplier, or retailer of firearms, firearm accessories (i.e.,
devices specifically designed or adapted to enable an individual to wear, carry, store, or mount a
firearm on the individual or on a conveyance and items used in conjunction with or mounted on a
firearm that are not essential to the basic function of the firearm, including detachable firearm
magazines), or ammunition (i.e., a loaded cartridge case, primer, bullet, or propellant powder
with or without a projectile) or a sport shooting range (as defined by Section 250.001, Texas
Local Government Code), and (c) ‘firearm trade association’ means a person, corporation,
unincorporated association, federation, business league, or business organization that (i) is not
organized or operated for profit (and none of the net earnings of which inures to the benefit of
any private shareholder or individual), (ii) has two or more firearm entities as members, and (iii)
is exempt from federal income taxation under Section 501(a), Internal Revenue Code of 1986, as
an organization described by Section 501(c) of that code.
As used in subsections (a) through (d) above, the Trustee understands “affiliate” to mean
an entity that controls, is controlled by, or is under common control with the Trustee within the
meaning of SEC Rule 133(f), 17 C.F.R. § 230.133(f), and exists to make a profit.
(e) The Trustee represents that it has, or will have prior to the date of delivery of the
Bonds, on file with the Texas Attorney General a standing letter addressing the representations
and verifications in subsections (a) through (d) above in a form acceptable to the Texas Attorney
General. In addition, if the Trustee has received notice from the Texas Comptroller of Public
Accounts that the Trustee or its affiliate may appear on the State of Texas’ list of financial
companies that boycott energy companies, the Trustee agrees to provide to the City or Bond
Counsel, two business days prior to the delivery date for the Bonds, written verification to the
effect that the applicable standing letter remains in effect and may be relied upon by the City and
the Texas Attorney General. The written verification will also confirm that the Trustee (or its
affiliate which received the letter from the Comptroller) intends to timely respond to the
Comptroller’s request. Such written verification may be in the form of an e-mail.
[Remainder of page left blank intentionally]
IN WITNESS WHEREOF, the City and the Trustee have caused this Indenture of Trust
to be executed as of the date hereof.
CITY OF ANNA, TEXAS
By: ___________________________
Lee Miller, Mayor Pro-Tem
City of Anna, Texas
Attest:
_________________________
Carrie L. Land, City Secretary
City of Anna, Texas
(CITY SEAL)
City Signature Page to Indenture of Trust
REGIONS BANK,
as Trustee
By: ___________________________
Authorized Officer
Trustee Signature Page to Indenture of Trust
B-1
EXHIBIT B
BOND PURCHASE AGREEMENT
4161-4060-5001.4
$20,343,000
CITY OF ANNA, TEXAS,
SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2023
(ANACAPRI PUBLIC IMPROVEMENT DISTRICT
IMPROVEMENT AREA #1 PROJECT)
BOND PURCHASE AGREEMENT
October 10, 2023
City of Anna, Texas
120 W. 7th Street
Anna, Texas 75409
Ladies and Gentlemen:
The undersigned, FMSbonds, Inc. (the “Underwriter”), offers to enter into this Bond
Purchase Agreement (this “Agreement”) with the City of Anna, Texas (the “City”), which will be
binding upon the City and the Underwriter upon the acceptance of this Agreement by the City.
This offer is made subject to its acceptance by the City by execution of this Agreement and its
delivery to the Underwriter on or before 10:00 p.m., Central Time, on the date hereof and, if not
so accepted, will be subject to withdrawal by the Underwriter upon written notice delivered to the
City at any time prior to the acceptance hereof by the City. All capitalized terms not otherwise
defined herein shall have the meanings given to such terms in the Indenture (defined herein)
between the City and Regions Bank, as trustee (the “Trustee”), authorizing the issuance of the
Bonds (defined herein), and in the Limited Offering Memorandum (defined herein).
1. Purchase and Sale of Bonds. Upon the terms and conditions and upon the basis of
representations, warranties, and agreements hereinafter set forth, the Underwriter hereby agrees to
purchase from the City, and the City hereby agrees to sell to the Underwriter, all (but not less than
all) of the $20,343,000 aggregate principal amount of the “City of Anna, Texas, Special
Assessment Revenue Bonds, Series 2023 (AnaCapri Public Improvement District Improvement
Area #1 Project)” (the “Bonds”), at a purchase price of $19,289,662.57 (representing the aggregate
principal amount of the Bonds, less an original issue discount of $393,047.43, less an
Underwriter’s discount of $660,290.00) and no accrued interest.
Inasmuch as this purchase and sale represents a negotiated transaction, the City
understands, and hereby confirms, that the Underwriter is not acting as a municipal advisor or
fiduciary of the City (including, without limitation, a “municipal advisor” (as such term is defined
in Section 975(e) of the Dodd Frank Wall Street Reform and Consumer Protection Act)), but rather
is acting solely in its capacity as Underwriter for its own account. The City acknowledges and
agrees that (i) the purchase and sale of the Bonds pursuant to this Agreement is an arm’s length
commercial transaction between the City and the Underwriter, (ii) in connection with the
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4161-4060-5001.4
discussions, undertakings, and procedures leading up to the consummation of this transaction, the
Underwriter is and has been acting solely as a principal and is not acting as the agent, municipal
advisor, financial advisor, or fiduciary of the City, (iii) the Underwriter has not assumed an
advisory or fiduciary responsibility in favor of the City with respect to the offering described herein
or the discussions, undertakings, and procedures leading thereto (regardless of whether the
Underwriter has provided other services or is currently providing other services to the City on
other matters) and the Underwriter has no obligation to the City with respect to the offering
described herein except the obligations expressly set forth in this Agreement, (iv) the City has
consulted its own legal, financial and other advisors to the extent it has deemed appropriate, (v)
the Underwriter has financial and other interests that differ from those of the City, and (vi) the
Underwriter has provided to the City prior disclosures under Rule G-17 of the Municipal Securities
Rulemaking Board (“MSRB”), which have been received by the City. The City further
acknowledges and agrees that following the issuance and delivery of the Bonds, the Underwriter
has indicated that it may have periodic discussions with the City regarding the expenditure of Bond
proceeds and the construction of the Improvement Area #1 Improvements financed with proceeds
of the Bonds and, in connection with such discussions, the Underwriter shall be acting solely as a
principal and will not be acting as the agent or fiduciary of, and will not be assuming an advisory
or fiduciary responsibility in favor of, the City.
The Bonds shall be dated the Closing Date (defined below) and shall have the maturities
and redemption features, if any, and bear interest at the rates per annum shown on Schedule I
hereto. Payment for and delivery of the Bonds, and the other actions described herein, shall take
place on October 31, 2023 (or such other date as may be agreed to by the City and the Underwriter)
(the “Closing Date”).
2. Authorization Instruments and Law. The Bonds were authorized by an ordinance
enacted by the City Council of the City (the “City Council”) on October 10, 2023 (the “Bond
Ordinance”) and shall be issued pursuant to the provisions of the Public Improvement District
Assessment Act, Subchapter A of Chapter 372, Texas Local Government Code, as amended (the
“Act”), and an Indenture of Trust dated as of October 31, 2023 (the “Indenture”) entered into by
and between the City and the Trustee authorizing the issuance of the Bonds. The Bonds shall be
substantially in the form described in, and shall be secured under the provisions of, the Indenture.
The Bonds and interest thereon shall be secured by the Trust Estate, consisting primarily
of Assessments levied on the Assessed Property within Improvement Area #1 of AnaCapri Public
Improvement District (the “District”). The District was established by a resolution (the “Creation
Resolution”), adopted by the City Council on April 12, 2022, in accordance with the Act. The
Assessments were levied in accordance with a Service and Assessment Plan approved pursuant to
an ordinance (the “Assessment Ordinance”) adopted September 13, 2022 (as such Service and
Assessment Plan has been amended and updated, including to reflect the issuance of the Bonds,
the “Service and Assessment Plan”). The Assessment Ordinance, the Creation Resolution, the
Indenture, and the Bond Ordinance, are collectively referred to herein as the “Authorizing
Documents.” The Bonds shall be further secured by certain applicable funds and accounts created
pursuant to the Indenture.
The Bonds shall be as described in Schedule I attached hereto, the Indenture, and the
Limited Offering Memorandum. The proceeds of the Bonds shall be used to provide funds for (1)
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4161-4060-5001.4
paying a portion of the costs of the Improvement Area #1 Improvements, (2) funding a reserve
fund for the payment of principal of and interest on the Bonds, (3) paying a portion of the costs
incidental to the organization of the District, and (4) paying the costs of issuance of the Bonds.
3. Public Offering. The Underwriter agrees to make a bona fide limited public
offering of all of the Bonds in accordance with Section 4 hereof to no more than thirty-five (35)
persons that qualify as “Accredited Investors” (as defined in Rule 501 of Regulation D under the
Securities Act of 1933, as amended and then in effect (the “Securities Act”) or “Qualified
Institutional Buyers” (as defined in Rule 144A under the Securities Act). On or before the fifth
(5th) business day prior to the Closing Date, the Underwriter shall execute and deliver to Bond
Counsel (as defined herein) the Issue Price Certificate (as defined herein), in substantially the form
attached hereto as Appendix B.
4. Establishment of Issue Price. Notwithstanding any provision of this Agreement to
the contrary, the following provisions related to the establishment of the issue price of the Bonds
apply:
(a) Definitions. For purposes of this Section 4, the following definitions apply:
(i) “Public” means any person (including an individual, trust, estate,
partnership, association, company, or corporation) other than an Underwriter or a
Related Party to an Underwriter.
(ii) “Related Party” means any two or more persons who are subject,
directly or indirectly, to (A) more than 50% common ownership of the voting power
or the total value of their stock, if both entities are corporations (including direct
ownership by one corporation of another), (B) more than 50% common ownership
of their capital interests or profits interests, if both entities are partnerships
(including direct ownership by one partnership of another), or (C) more than 50%
common ownership of the value of the outstanding stock of the corporation or the
capital interests or profits interests of the partnership, as applicable, if one entity is
a corporation and the other entity is a partnership (including direct ownership of
the applicable stock or interests by one entity of the other).
(iii) “Sale Date” means the date of execution of this Agreement by all
parties.
(iv) “Underwriter” means (A) any person that agrees pursuant to a
written contract with the City to participate in the initial sale of the Bonds to the
Public and (B) any person that agrees pursuant to a written contract directly or
indirectly with a person described in clause (A) to participate in the initial sale of
the Bonds to the Public (including a member of a selling group or a party to a retail
distribution agreement participating in the initial sale of the Bonds to the Public).
(b) Issue Price Certificate. The Underwriter agrees to assist the City in
establishing the issue price of the Bonds and to execute and deliver to the City at Closing
an “issue price” or similar certificate, together with the supporting pricing wires or
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4161-4060-5001.4
equivalent communications, substantially in the form attached hereto as Appendix B, with
such modifications as may be appropriate or necessary, in the reasonable judgment of the
Underwriter, the City and Bond Counsel, to accurately reflect, as applicable, the initial
offering price (the “Initial Offering Price”) or prices to the Public of the Bonds.
(d) Substantial Amount Test. Other than those maturities of the Bonds which
are designated by the Underwriter in writing in Appendix B (the “Hold-the-Price
Maturities”), the City will treat the first price at which at least ten percent (a “Substantial
Amount”) in principal amount of each maturity of the Bonds is sold to the Public as of the
Sale Date (the “Substantial Amount Test”) as the issue price of that maturity (or each
separate CUSIP number within that maturity). At or promptly after the execution of this
Agreement, the Underwriter will report to the City the price or prices at which the
Underwriters have offered and sold to the Public each maturity of the Bonds. If at that
time the Substantial Amount Test has not been satisfied as to any maturity of the Bonds,
the Underwriter agrees to promptly report to the City the prices at which the Bonds have
been sold by the Underwriter to the Public. That reporting obligation will continue,
whether or not the Closing Date has occurred, until the Substantial Amount Test has been
satisfied as to the Bonds of that maturity or until all Bonds of that maturity have been sold
to the Public.
(e) Hold-The-Price Restriction. The Underwriter agrees that it will neither
offer nor sell any of the Hold-the-Price Maturities to any person at a price that is higher
than the applicable Initial Offering Price for such maturity during the period starting on the
Sale Date and ending on the earlier of (i) the close of the fifth business day after the Sale
Date, or (ii) the date on which the Underwriter has sold a Substantial Amount of such a
Maturity to the Public at a price that is no higher than the Initial Offering Price of such
Maturity (the “Hold-the-Price Restriction”).
The Underwriter shall promptly advise the City when the Underwriter has sold a
Substantial Amount of each such Hold-The-Price Maturity to the Public at a price that is
no higher than the applicable Initial Offering Price of such Hold-The-Price Maturity, if that
occurs prior to the close of the fifth business day after the Sale Date.
The City acknowledges that, in making the representation set forth in this
subparagraph, the Underwriter will rely on (A) in the event a selling group has been created
in connection with the initial sale of the Bonds to the public, the agreement of each dealer
who is a member of the selling group to comply with the Hold-The-Price-Restriction, if
applicable, as set forth in a selling group agreement and the related pricing wires, and (B)
in the event that a retail distribution agreement was employed in connection with the initial
sale of the Bonds to the public, the agreement of each broker-dealer that is a party to such
agreement to comply with the Hold-The-Price-Restriction, if applicable, as set forth in the
third-party distribution agreement and the related pricing wires. The City further
acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a
member of a selling group, or of any broker-dealer that is a party to a retail distribution
agreement, to comply with its corresponding agreement regarding the Hold-The-Price-
Restriction as applicable to the Bonds.
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4161-4060-5001.4
(f) Selling Group and Retail Distribution Agreements. The Underwriter
confirms that any selling group agreement and each retail distribution agreement to which
the Underwriter is a party relating to the initial sale of the Bonds to the Public, together
with related pricing wires, contains or will contain language obligating each dealer who is
a member of any selling group and each broker-dealer that is a party to any such retail
distribution agreement, as applicable, to (A) report the prices at which it sells to the Public
the unsold Bonds of each maturity allocated to it until it is notified by the Underwriter that
either the Substantial Amount Test has been satisfied as to the Bonds of that maturity or
all Bonds if that maturity have been sold to the Public, (B) comply with the Hold-the-Price
Restriction, if applicable, in each case if and for so long as directed by the Underwriter and
as set forth in the relating pricing wires, and (C) acknowledge that, unless otherwise
advised by the Underwriter, the Underwriter will assume that based on such agreement
each order submitted by the dealer or broker-dealer is a sale to the Public; and
(g) Sale to Related Party not a Sale to the Public. The Underwriter
acknowledges that sales of any Bonds to any person that is a Related Party to the
Underwriter do not constitute sales to the Public for purposes of this Section.
5. Limited Offering Memorandum.
a. Delivery of Limited Offering Memorandum. The City previously has
delivered, or caused to be delivered, to the Underwriter the Preliminary Limited Offering
Memorandum for the Bonds dated September 21, 2023, (the “Preliminary Limited Offering
Memorandum”), in a “designated electronic format,” as defined in the MSRB Rule G-32
(“Rule G-32”). The City will prepare, or cause to be prepared, a final Limited Offering
Memorandum relating to the Bonds (as more particularly defined below, the “Limited
Offering Memorandum”) which will be (i) dated the date of this Agreement, (ii) complete
within the meaning of the United States Securities and Exchange Commission’s Rule 15c2-
12, as amended (“Rule 15c2-12”), (iii) in a “designated electronic format,” and
(iv) substantially in the form of the most recent version of the Preliminary Limited Offering
Memorandum provided to the Underwriter before the execution hereof, except for the
inclusion of the information permitted to be excluded from the Preliminary Limited
Offering Memorandum by Section (b)(1) of Rule 15c2-12. The Limited Offering
Memorandum, including the cover page thereto, all exhibits, schedules, appendices, maps,
charts, pictures, diagrams, reports, and statements included or incorporated therein or
attached thereto, and all amendments and supplements thereto that may be authorized for
use with respect to the Bonds are collectively referred to herein as the “Limited Offering
Memorandum.” Until the Limited Offering Memorandum has been prepared and is
available for distribution, the City shall provide to the Underwriter, upon request, sufficient
quantities (which may be in electronic format) of the Preliminary Limited Offering
Memorandum as the Underwriter reasonably deems necessary to satisfy the obligation of
the Underwriter under Rule 15c2-12 with respect to distribution to each potential customer.
b. Preliminary Limited Offering Memorandum Deemed Final. The
Preliminary Limited Offering Memorandum has been prepared for use by the Underwriter
in connection with the public offering, sale, and distribution of the Bonds. The City hereby
represents and warrants that the Preliminary Limited Offering Memorandum has been
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4161-4060-5001.4
deemed final by the City as of its date, except for the omission of such information which
is dependent upon the final pricing of the Bonds for completion, all as permitted to be
excluded by Section (b)(1) of Rule 15c2-12.
c. Use of Limited Offering Memorandum in Offering and Sale. The City
hereby authorizes the Limited Offering Memorandum and the information therein
contained to be used by the Underwriter in connection with the public offering and the sale
of the Bonds. The City consents to the use by the Underwriter prior to the date hereof of
the Preliminary Limited Offering Memorandum in connection with the public offering of
the Bonds. The City shall provide, or cause to be provided, to the Underwriter as soon as
practicable after the date of the City’s acceptance of this Agreement (but, in any event, not
later than the earlier of the Closing Date or seven (7) business days after the City’s
acceptance of this Agreement) copies of the Limited Offering Memorandum which is
complete as of the date of its delivery to the Underwriter. The City shall provide the
Limited Offering Memorandum, or cause the Limited Offering Memorandum to be
provided, (i) in a “designated electronic format” consistent with the requirements of Rule
G-32, and (ii) in a printed format in such quantity as the Underwriter shall reasonably
request in order for the Underwriter to comply with Section (b)(4) of Rule 15c2-12 and the
rules of the MSRB.
d. Updating of Limited Offering Memorandum. If, after the date of this
Agreement, up to and including the date the Underwriter is no longer required to provide
a Limited Offering Memorandum to potential customers who request the same pursuant to
Rule 15c2-12 (the earlier of (i) ninety (90) days from the “end of the underwriting period”
(as defined in Rule 15c2-12) and (ii) the time when the Limited Offering Memorandum is
available to any person from the MSRB, but in no case less than the twenty-fifth (25th) day
after the “end of the underwriting period” for the Bonds), the City becomes aware of any
fact or event which might or would cause the Limited Offering Memorandum, as then
supplemented or amended, to contain any untrue statement of a material fact or to omit to
state a material fact required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were made, not misleading, or
if it is necessary to amend or supplement the Limited Offering Memorandum to comply
with law, the City will notify the Underwriter promptly (and for the purposes of this clause
provide the Underwriter with such information as it may from time to time reasonably
request), and if, in the reasonable judgment of the Underwriter, such fact or event requires
preparation and publication of a supplement or amendment to the Limited Offering
Memorandum, the City will forthwith prepare and furnish, at no expense to the Underwriter
(in a form and manner approved by the Underwriter), either an amendment or a supplement
to the Limited Offering Memorandum so that the statements therein as so amended and
supplemented will not contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading or so that the
Limited Offering Memorandum will comply with law; provided, however, that for all
purposes of this Agreement and any certificate delivered by the City in accordance
herewith, the City makes no representations with respect to the following information
(collectively, the “Non-City Disclosures”) (i) the descriptions in the Preliminary Limited
Offering Memorandum or the Limited Offering Memorandum of The Depository Trust
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4161-4060-5001.4
Company, New York, New York (“DTC”), or its book-entry-only system, and (ii) the
information in the Preliminary Limited Offering Memorandum or the Limited Offering
Memorandum in any maps included therein or under the captions and subcaptions “PLAN
OF FINANCE” (except for the subcaption “– The Bonds”), “LIMITATIONS
APPLICABLE TO INITIAL PURCHASERS,” “BOOK-ENTRY ONLY SYSTEM,”
“THE IMPROVEMENT AREA #1 IMPROVEMENTS,” “THE DEVELOPMENT,”
“THE DEVELOPER AND THE HOMEBUILDER,” “THE ADMINISTRATOR,”
“APPRAISAL,” “BONDHOLDERS’ RISKS” (only as it pertains to Armin Afzalipour
(also known as Zach Ipour), Arash Afzalipour (also known as Aaron Ipour), the Developer,
the Homebuilder, any affiliates of the foregoing, the Improvement Area #1 Improvements,
and the Development (as defined in the Limited Offering Memorandum)), “LEGAL
MATTERS – Litigation – The Developer,” “CONTINUING DISCLOSURE – The
Developer” and “– The Developer’s Compliance with Prior Undertakings,”
“INFORMATION RELATING TO THE TRUSTEE,” “APPENDIX E-2,” and
“APPENDIX H.” If such notification shall be subsequent to the Closing (as defined herein),
the City, at no expense to the Underwriter, shall furnish such legal opinions, certificates,
instruments, and other documents as the Underwriter may reasonably deem necessary to
evidence the truth and accuracy of such supplement or amendment to the Limited Offering
Memorandum. The City shall provide any such amendment or supplement, or cause any
such amendment or supplement to be provided, (i) in a “designated electronic format”
consistent with the requirements of Rule G-32 and (ii) in a printed format in such quantity
as the Underwriter shall reasonably request in order for the Underwriter to comply with
Section (b)(4) of Rule 15c2-12 and the rules of the MSRB.
e. Filing with MSRB. The Underwriter hereby agrees to timely file the
Limited Offering Memorandum with the MSRB through its Electronic Municipal Market
Access (“EMMA”) system within one (1) business day after receipt but no later than the
Closing Date. Unless otherwise notified in writing by the Underwriter, the City can assume
that the “end of the underwriting period” for purposes of Rule 15c2-12 is the Closing Date.
f. Limited Offering. The Underwriter hereby represents, warrants, and
covenants that the Bonds were initially sold pursuant to a limited offering. The Bonds were
sold to not more than thirty-five (35) persons that qualify as “Accredited Investors” (as
defined in Rule 501 of Regulation D under the Securities Act) or “Qualified Institutional
Buyers” (as defined in Rule 144A under the Securities Act).
6. City Representations, Warranties and Covenants. The City represents, warrants,
and covenants that:
a. Due Organization, Existence and Authority. The City is a political
subdivision of the State of Texas (the “State”), and has, and at the Closing Date will have,
full legal right, power, and authority:
(i) to enter into and perform its duties and obligations under:
(1) this Agreement;
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4161-4060-5001.4
(2) the Indenture;
(3) the Improvement Area #1 Reimbursement Agreement
AnaCapri Public Improvement District, effective as of April 11, 2023 (the
“Reimbursement Agreement”), executed and delivered by the City and
AnaCapri Laguna Azure, LLC, a Wyoming limited liability company (the
“Developer”);
(4) the AnaCapri Development Agreement, effective as of
October 18, 2021, executed and delivered by the City and the Developer
(the “Development Agreement”); and
(5) the Continuing Disclosure Agreement of Issuer with respect
to the Bonds, dated as of October 1, 2023 (the “Continuing Disclosure
Agreement of Issuer”), executed and delivered by the City, P3Works, LLC
(the “PID Administrator”), and Regions Bank, as dissemination agent (the
“Dissemination Agent”);
(ii) to issue, sell, and deliver the Bonds to the Underwriter as provided
herein; and
(iii) to carry out and consummate the transactions on its part described in
(1) the Authorizing Documents, (2) this Agreement, (3) the Reimbursement
Agreement, (4) the Development Agreement, (5) the Continuing Disclosure
Agreement of Issuer, (6) the Limited Offering Memorandum, and (7) any other
documents and certificates described in any of the foregoing (the documents
described by subclauses (1) through (7) being referred to collectively herein as the
“City Documents”).
b. Due Authorization and Approval of City. By all necessary official action
of the City, the City has duly authorized and approved the adoption or execution and
delivery by the City of, and the performance by the City of the obligations on its part
contained in, the City Documents and, as of the date hereof, such authorizations and
approvals are in full force and effect and have not been amended, modified, or rescinded,
except as may have been approved by the Underwriter. When validly executed and
delivered by the other parties thereto, the City Documents will constitute the legally valid
and binding obligations of the City enforceable upon the City in accordance with their
respective terms, except insofar as enforcement may be limited by principles of sovereign
immunity, bankruptcy, insolvency, reorganization, moratorium, or similar laws or
equitable principles relating to or affecting creditors’ rights generally. The City has
complied, and will at the Closing be in compliance, in all material respects, with the
obligations on its part to be performed on or prior to the Closing Date under the City
Documents.
c. Due Authorization for Issuance of the Bonds. The City has duly authorized
the issuance and sale of the Bonds pursuant to the Bond Ordinance, the Indenture, and the
Act. The City has, and at the Closing will have, full legal right, power and authority (i) to
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4161-4060-5001.4
enter into, execute, deliver, and perform its obligations under this Agreement and the other
City Documents, (ii) to issue, sell and deliver the Bonds to the Underwriter pursuant to the
Indenture, the Bond Ordinance, the Act, and as provided herein, and (iii) to carry out, give
effect to and consummate the transactions on the part of the City described by the Bond
Ordinance and the other City Documents.
d. No Breach or Default. As of the time of acceptance hereof, and to its
knowledge, the City is not, and as of the Closing Date the City will not be, in breach of or
in default in any material respect under any applicable constitutional provision, law or
administrative rule or regulation of the State or the United States, or any applicable
judgment or decree or any trust agreement, loan agreement, bond, note, resolution,
ordinance, agreement or other instrument related to the Bonds and to which the City is a
party or is otherwise subject, and no event has occurred and is continuing which, with the
passage of time or the giving of notice, or both, would constitute a default or event of
default under any such instrument which breach, default or event could have a material
adverse effect on the City’s ability to perform its obligations under the Bonds or the City
Documents; and, as of such times, the authorization, execution and delivery of the Bonds
and the City Documents and compliance by the City with obligations on its part to be
performed in each of such agreements or instruments does not and will not conflict with or
constitute a breach of or default under any applicable constitutional provision, law or
administrative rule or regulation of the State or the United States, or any applicable
judgment, decree, license, permit, trust agreement, loan agreement, bond, note, resolution,
ordinance, agreement or other instrument to which the City (or any of its officers in their
respective capacities as such) is subject, or by which it or any of its properties are bound,
nor will any such authorization, execution, delivery or compliance result in the creation or
imposition of any lien, charge or other security interest or encumbrance of any nature
whatsoever upon any of its assets or properties or under the terms of any such law,
regulation or instrument, except as may be permitted by the City Documents.
e. No Litigation. At the time of acceptance hereof there is no action, suit,
proceeding, inquiry or investigation, at law or in equity, before or by any court, government
agency, public board or body (collectively and individually, an “Action”) pending against
the City with respect to which the City has been served with process, nor to the knowledge
of the City is any Action threatened against the City, in which any such Action (i) in any
way questions the existence of the City or the rights of the members of the City Council to
hold their respective positions, (ii) in any way questions the formation or existence of the
District, (iii) affects, contests or seeks to prohibit, restrain or enjoin the issuance or delivery
of any of the Bonds, or the payment or collection of any amounts pledged or to be pledged
to pay the principal of and interest on the Bonds, or in any way contests or affects the
validity of the City Documents or the consummation of the transactions on the part of the
City described therein, or contests the exclusion of the interest on the Bonds from federal
income taxation, or (iv) which may result in any material adverse change in the financial
condition of the City; and, as of the time of acceptance hereof, to the City’s knowledge,
there is no basis for any action, suit, proceeding, inquiry, or investigation of the nature
described in clauses (i) through (iv) of this sentence.
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4161-4060-5001.4
f. Bonds Issued Pursuant to Indenture. The City represents that the Bonds,
when issued, executed, and delivered in accordance with the Indenture and sold to the
Underwriter as provided herein, will be validly issued and outstanding obligations of the
City subject to the terms of the Indenture, entitled to the benefits of the Indenture and the
security of the pledge of the proceeds of the levy of the Assessments received by the City,
all to the extent provided for in the Indenture. The Indenture creates a valid pledge of
certain revenues and the monies in certain funds and accounts established pursuant to the
Indenture to the extent provided for in the Indenture, including the investments thereof,
subject in all cases to the provisions of the Indenture permitting the application thereof for
the purposes and on the terms and conditions set forth therein.
g. Assessments. The Assessments constituting the security for the Bonds have
been levied by the City in accordance with the Assessment Ordinance and the Act on those
parcels of land identified in the Improvement Area #1 Assessment Roll (as defined in the
Service and Assessment Plan). According to the Act, such Assessments constitute a valid
and legally binding first and prior lien against the properties assessed, superior to all other
liens and claims, except liens or claims for state, county, school district, or municipality ad
valorem taxes.
h. Consents and Approvals. All authorizations, approvals, licenses, permits,
consents, elections, and orders of or filings with any governmental authority, legislative
body, board, agency, or commission having jurisdiction in the matters which are required
by the Closing Date for the due authorization of, which would constitute a condition
precedent to or the absence of which would adversely affect the due performance by the
City of, its obligations in connection with the City Documents have been duly obtained or
made and are in full force and effect, except the approval of the Bonds by the Attorney
General of the State, registration of the Bonds by the Comptroller of Public Accounts of
the State, and the approvals, consents and orders as may be required under Blue Sky or
securities laws of any jurisdiction.
i. Public Debt. Prior to the Closing, the City will not offer or issue any bonds,
notes or other obligations for borrowed money or incur any material liabilities, direct or
contingent, payable from or secured by a pledge of the Assessments that secure the Bonds
without the prior approval of the Underwriter.
j. Preliminary Limited Offering Memorandum. The information contained in
the Preliminary Limited Offering Memorandum is true and correct in all material respects,
and such information does not contain any untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were made, not misleading;
provided, however, that the City makes no representations with respect to the Non-City
Disclosures.
k. Limited Offering Memorandum. At the time of the City’s acceptance
hereof and (unless the Limited Offering Memorandum is amended or supplemented
pursuant to paragraph (d) of Section 5 of this Agreement) at all times subsequent thereto
during the period up to and including the twenty-fifth (25th) day subsequent to the “end of
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4161-4060-5001.4
the underwriting period,” the information contained in the Limited Offering Memorandum
does not and will not contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading; provided,
however, that the City makes no representations with respect to the Non-City Disclosures;
and further provided, however, that if the City notifies the Underwriter of any fact or event
as required by Section 5(d) hereof, and the Underwriter determines that such fact or event
does not require preparation and publication of a supplement or amendment to the Limited
Offering Memorandum, then the Limited Offering Memorandum in its then-current form
shall be conclusively deemed to be complete and correct in all material respects.
l. Supplements or Amendments to Limited Offering Memorandum. If the
Limited Offering Memorandum is supplemented or amended pursuant to paragraph (d) of
Section 5 of this Agreement, at the time of each supplement or amendment thereto and
(unless subsequently again supplemented or amended pursuant to such paragraph) at all
times subsequent thereto during the period up to and including the twenty-fifth (25th) day
subsequent to the “end of the underwriting period,” the Limited Offering Memorandum as
so supplemented or amended will not contain any untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were made, not misleading;
provided, however, that if the City notifies the Underwriter of any fact or event as required
by Section 5(d) hereof, and the Underwriter determines that such fact or event does not
require preparation and publication of a supplement or amendment to the Limited Offering
Memorandum, then the Limited Offering Memorandum in its then-current form shall be
conclusively deemed to be complete and correct in all material respects.
m. Compliance with Rule 15c2-12. During the past five (5) years, the City has
complied in all material respects with its previous continuing disclosure undertakings made
by it in accordance with Rule 15c2-12, except as described in the Limited Offering
Memorandum.
n. Use of Bond Proceeds. The City will apply, or cause to be applied, the
proceeds from the sale of the Bonds as provided in and subject to all of the terms and
provisions of the Indenture and will not take or omit to take any action which action or
omission will adversely affect the exclusion from gross income for federal income tax
purposes of the interest on the Bonds.
o. Blue Sky and Securities Laws and Regulations. The City will furnish such
information and execute such instruments and take such action in cooperation with the
Underwriter as the Underwriter may reasonably request, at no expense to the City, (i) to
(y) qualify the Bonds for offer and sale under the Blue Sky or other securities laws and
regulations of such states and other jurisdictions in the United States as the Underwriter
may designate and (z) determine the eligibility of the Bonds for investment under the laws
of such states and other jurisdictions and (ii) to continue such qualifications in effect so
long as required for the initial distribution of the Bonds by the Underwriter (provided,
however, that the City will not be required to qualify as a foreign corporation or to file any
general or special consents to service of process under the laws of any jurisdiction) and
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4161-4060-5001.4
will advise the Underwriter immediately of receipt by the City of any notification with
respect to the suspension of the qualification of the Bonds for sale in any jurisdiction or the
initiation or threat of any proceeding for that purpose.
p. Certificates of the City. Any certificate signed by any official of the City
authorized to do so in connection with the transactions described in this Agreement shall
be deemed a representation and warranty by the City to the Underwriter as to the statements
made therein and can be relied upon by the Underwriter as to the statements made therein.
q. Intentional Actions Regarding Representations and Warranties. The City
covenants that between the date hereof and the Closing it will not intentionally take actions
which will cause the representations and warranties made in this Section to be untrue as of
the Closing.
r. Financial Advisor. The City has engaged Hilltop Securities Inc. as its
financial advisor (the “Financial Advisor”) in connection with its offering and issuance of
the Bonds.
By delivering the Limited Offering Memorandum to the Underwriter, the City shall be
deemed to have reaffirmed, with respect to the Limited Offering Memorandum, the
representations, warranties, and covenants set forth above.
7. Developer Letter of Representations. At the signing of this Agreement, the City
and Underwriter shall receive from the Developer an executed Developer Letter of Representations
(the “Developer Letter of Representations”) in the form of Appendix A hereto, and, at the Closing,
a certificate signed by the Developer as set forth in Section 10(e) hereof (the “Developer Closing
Certificate”).
8. The Closing. At 10:00 a.m., Central time, on the Closing Date, or at such other
time or on such earlier or later business day as shall have been mutually agreed upon by the City
and the Underwriter, (i) the City will deliver or cause to be delivered to DTC through its “FAST”
System, the Bonds in the form of one fully registered Bond for each maturity, registered in the
name of Cede & Co., as nominee for DTC, duly executed by the City and authenticated by the
Trustee as provided in the Indenture, and (ii) the City will deliver the closing documents
hereinafter mentioned to McCall, Parkhurst & Horton L.L.P. (“Bond Counsel”), or a place to be
mutually agreed upon by the City and the Underwriter. Settlement will be through the facilities of
DTC. The Underwriter will accept delivery and pay the purchase price of the Bonds as set forth
in Section 1 hereof by wire transfer in federal funds payable to the order of the City or its designee.
These payments and deliveries, together with the delivery of the aforementioned documents, are
herein called the “Closing.” The Bonds will be made available to the Underwriter or Underwriter’s
Counsel (as defined herein) for inspection not less than twenty-four (24) hours prior to the Closing.
9. Underwriter’s Closing Conditions. The Underwriter has entered into this
Agreement in reliance upon the representations and covenants herein and in the Developer Letter
of Representations and the performance by the City of its obligations under this Agreement, both
as of the date hereof and as of the Closing Date. Accordingly, the Underwriter’s obligations under
this Agreement to purchase, accept delivery of, and pay for the Bonds shall be conditioned upon
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4161-4060-5001.4
the performance by the City of its obligations to be performed hereunder at or prior to Closing and
shall also be subject to the following additional conditions:
a. Bring-Down Representations of the City. The representations and
covenants of the City contained in this Agreement shall be true and correct in all material
respects as of the date hereof and at the time of the Closing, as if made on the Closing Date.
b. Executed Agreements and Performance Thereunder. At the time of the
Closing:
(i) the City Documents shall be in full force and effect, and shall not
have been amended, modified, or supplemented except with the written consent of
the Underwriter;
(ii) the Authorizing Documents shall be in full force and effect;
(iii) there shall be in full force and effect such other resolutions or actions
of the City as, in the opinion of Bond Counsel and Underwriter’s Counsel, shall be
necessary, on or prior to the Closing Date, in connection with the transactions on the
part of the City described in this Agreement and the City Documents;
(iv) there shall be in full force and effect such other resolutions or actions
of the Developer as, in the opinion of the Coats Rose, P.C. (“Developer’s Counsel”),
shall be necessary, on or prior to the Closing Date, in connection with the
transactions on the part of the Developer described in the Developer Letter of
Representations, the Reimbursement Agreement, the Development Agreement, the
Landowner Consent Certificate executed by the Developer as of October 10, 2023
(the “Landowner Certificate”), and the Continuing Disclosure Agreement of
Developer with respect to the Bonds, dated as of October 1, 2023, executed and
delivered by the Developer, P3Works, LLC, as PID Administrator, and the
Dissemination Agent, as dissemination agent (the “Continuing Disclosure
Agreement of Developer” and, together with the Developer Letter of Representation,
the Reimbursement Agreement, the Development Agreement, and the Landowner
Certificate, the “Developer Documents”); and
(v) the City shall perform or have performed its obligations required or
specified in the City Documents to be performed at or prior to Closing.
c. No Default. At the time of the Closing, no default shall have occurred or
be existing and no circumstances or occurrences that, with the passage of time or giving of
notice, shall constitute an event of default under this Agreement, the Indenture, the City
Documents, the Developer Documents or other documents relating to the financing and
construction of the Improvement Area #1 Improvements and the Development (as defined
in the Limited Offering Memorandum), and the Developer shall not be in default in the
payment of principal of or interest on any of its indebtedness which default shall materially
adversely impact the ability of the Developer to pay the Assessments when due or complete
the Improvement Area #1 Improvements.
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d. Closing Documents. At or prior to the Closing, the Underwriter shall have
received each of the documents required under Section 10 below.
e. Termination Events. The Underwriter shall have the right to cancel its
obligation to purchase the Bonds and to terminate this Agreement without liability therefor
by written notification to the City if, between the date of this Agreement and the Closing,
in the Underwriter’s reasonable judgment, any of the following shall have occurred:
(i) the market price or marketability of the Bonds, or the ability of the
Underwriter to enforce contracts for the sale of the Bonds, shall be materially
adversely affected by the occurrence of any of the following:
(1) legislation shall have been introduced in or enacted by the
Congress of the United States or adopted by either House thereof, or
legislation pending in the Congress of the United States shall have been
amended, or legislation shall have been recommended to the Congress of
the United States or otherwise endorsed for passage (by press release, other
form of notice, or otherwise) by the President of the United States, the
Treasury Department of the United States, or the Internal Revenue Service
or legislation shall have been proposed for consideration by either the U.S.
Senate Committee on Finance or the U.S. House of Representatives
Committee on Ways and Means or legislation shall have been favorably
reported for passage to either House of the Congress of the United States by
a Committee of such House to which such legislation has been referred for
consideration, or a decision by a court of the United States or the Tax Court
of the United States shall be rendered or a ruling, regulation, or official
statement (final, temporary, or proposed) by or on behalf of the Treasury
Department of the United States, the Internal Revenue Service, or other
federal agency shall be made, which would result in federal taxation of
revenues or other income of the general character expected to be derived by
the City or upon interest on securities of the general character of the Bonds
or which would have the effect of changing, directly or indirectly, the
federal income tax consequences of receipt of interest on securities of the
general character of the Bonds in the hands of the holders thereof, and which
in either case, makes it, in the reasonable judgment of the Underwriter,
impracticable or inadvisable to proceed with the offer, sale, or delivery of
the Bonds on the terms and in the manner described in the Limited Offering
Memorandum; or
(2) legislation shall be enacted by the Congress of the United
States, or a decision by a court of the United States shall be rendered, or a
stop order, ruling, regulation or official statement by, or on behalf of, the
Securities and Exchange Commission or any other governmental agency
having jurisdiction of the subject matter shall be issued or made to the effect
that the issuance, offering or sale of obligations of the general character of
the Bonds, or the issuance, offering or sale of the Bonds, including all
underlying obligations, as described herein or by the Limited Offering
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Memorandum, is in violation or would be in violation of, or that obligations
of the general character of the Bonds, or the Bonds, are not exempt from
registration under, any provision of the federal securities laws, including the
Securities Act, or that the Indenture needs to be qualified under the Trust
Indenture Act of 1939, as amended and as then in effect (the “Trust
Indenture Act”); or
(3) a general suspension of trading in securities on the New
York Stock Exchange, the establishment of minimum prices on such
exchange, the establishment of material restrictions (not in force as of the
date hereof) upon trading securities generally by any governmental
authority or any national securities exchange, a general banking moratorium
declared by federal, State of New York, or State officials authorized to do
so; provided, however that such suspension in trading or any disruption in
securities settlement, payment or clearance services is not in force on the
date hereof; or
(4) there shall have occurred (whether or not foreseeable) (i) any
outbreak of hostilities (including, without limitation, an act of terrorism)
including, but not limited to, an escalation of hostilities that existed prior to
the date hereof, (ii) national or international calamity or crisis, including,
but not limited to, an escalation in the scope or magnitude of any natural
disaster, or (iii) material financial crisis or adverse change in the financial
or economic conditions affecting the United States government or the
securities markets in the United States; or
(5) there shall have occurred since the date of this Agreement
any materially adverse change in the affairs or financial condition of the
City, except as disclosed or described in the Limited Offering
Memorandum; or
(6) any state blue sky or securities commission or other
governmental agency or body in any state in which more than ten percent
(10%) of the Bonds have been offered and sold shall have withheld
registration, exemption or clearance of the offering of the Bonds as
described herein, or issued a stop order or similar ruling relating thereto,
provided that such withholding or stop order is not due to the malfeasance,
misfeasance, or nonfeasance of the Underwriter; or
(7) any amendment to the federal or State Constitution or action
by any federal or State court, legislative body, regulatory body, or other
authority materially adversely affecting the tax status of the City, its
property, income, securities (or interest thereon), or the validity or
enforceability of the Assessments pledged to pay principal of and interest
on the Bonds; or
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(ii) the New York Stock Exchange or other national securities exchange
or any governmental authority shall impose, as to the Bonds or as to obligations of
the general character of the Bonds, any material restrictions not now in force, or
increase materially those now in force, with respect to the extension of credit by, or
the charge to the net capital requirements of, the Underwriter; or
(iii) any event occurring, or information becoming known which, in the
reasonable judgment of the Underwriter, makes untrue in any material respect any
statement or information contained in the Limited Offering Memorandum, or has
the effect that the Limited Offering Memorandum contains any untrue statement of
a material fact or omits to state a material fact required to be stated therein or
necessary to make the statements therein, in the light of the circumstances under
which they were made, not misleading, which change shall occur subsequent to the
date of this Agreement and shall not be due to the malfeasance, misfeasance or
nonfeasance of the Underwriter; or
(iv) any fact or event shall exist or have existed that, in the Underwriter’s
reasonable judgment, requires or has required an amendment of or supplement to
the Limited Offering Memorandum; or
(v) a general banking moratorium shall have been declared by federal or
State authorities having jurisdiction and shall be in force; or
(vi) a material disruption in securities settlement, payment or clearance
services shall have occurred; or
(vii) a decision by a court of the United States shall be rendered, or a stop
order, release, regulation or no-action letter by or on behalf of the Securities and
Exchange Commission or any other governmental agency having jurisdiction of the
subject matter shall have been issued or made, to the effect that the issuance, offering
or sale of the Bonds, including the underlying obligations as described in this
Agreement or in the Limited Offering Memorandum, or any document relating to
the issuance, offering or sale of the Bonds, is or would be in violation of any
provision of the federal securities laws on the Closing Date, including the Securities
Act, the Securities Exchange Act of 1934 and the Trust Indenture Act, as then in
effect; or
(viii) the purchase of and payment for the Bonds by the Underwriter, or the
resale of the Bonds by the Underwriter, on the terms and conditions herein provided
shall be prohibited by any applicable law, governmental authority, board, agency or
commission, which prohibition shall occur subsequent to the date hereof and shall
not be due to the malfeasance, misfeasance, or nonfeasance of the Underwriter.
With respect to the conditions described in subparagraphs (ii), (vii) and (viii) above,
the Underwriter is not aware of any current, pending, or proposed law or government
inquiry or investigation as of the date of execution of this Agreement which would permit
the Underwriter to invoke its termination rights hereunder.
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10. Closing Documents. At or prior to the Closing, the Underwriter (or Underwriter’s
Counsel on behalf of the Underwriter) shall receive the following documents:
a. Bond Opinion. The approving opinion of Bond Counsel, dated the Closing
Date and substantially in the form included as Appendix D to the Limited Offering
Memorandum, together with a reliance letter from Bond Counsel, dated the Closing Date
and addressed to the Underwriter, which may be included in the supplemental opinion
required by Section 10(b) hereof, to the effect that the foregoing opinion may be relied
upon by the Underwriter to the same extent as if such opinion were addressed to it.
b. Supplemental Opinion. A supplemental opinion of Bond Counsel dated the
Closing Date and addressed to the City and the Underwriter, in form and substance
acceptable to Underwriter’s Counsel, to the following effect:
(i) Except to the extent noted therein, Bond Counsel has not verified and
is not passing upon, and does not assume any responsibility for, the accuracy,
completeness or fairness of the statements and information contained in the
Preliminary Limited Offering Memorandum and in the Limited Offering
Memorandum but that Bond Counsel has reviewed the statements and information
appearing in the Preliminary Limited Offering Memorandum and the Limited
Offering Memorandum under the captions and subcaptions “PLAN OF FINANCE
– The Bonds,” “DESCRIPTION OF THE BONDS,” “SECURITY FOR THE
BONDS” (except for the last paragraph under the subcaption “General” and
excluding the subcaption “Amount of Assessments May be Reduced by TIRZ No. 4
Annual Credit Amount”), “ASSESSMENT PROCEDURES” (except for the
subcaptions “Assessment Methodology” and “Assessment Amounts”), “THE
DISTRICT,” “TAX MATTERS,” “LEGAL MATTERS – Legal Proceedings” (first
paragraph only) and “– Legal Opinions,” “SUITABILITY FOR INVESTMENT,”
“CONTINUING DISCLOSURE – The City,” “REGISTRATION AND
QUALIFICATION OF BONDS FOR SALE,” “LEGAL INVESTMENTS AND
ELIGIBILITY TO SECURE PUBLIC FUNDS IN TEXAS,” “INVESTMENTS”
and “APPENDIX B,” and Bond Counsel is of the opinion that the information
relating to the Bonds and legal issues contained under such captions and subcaptions
is an accurate and fair description of the laws and legal issues addressed therein and,
with respect to the Bonds, such information conforms to the Bond Ordinance, the
Assessment Ordinance, and the Indenture;
(ii) The Bonds are not subject to the registration requirements of the
Securities Act, and the Indenture is exempt from qualification pursuant to the Trust
Indenture Act;
(iii) The City has or at the time of the adoption thereof had full power and
authority to adopt the Creation Resolution, the Assessment Ordinance, the Service
and Assessment Plan, and the Bond Ordinance (collectively, the foregoing
documents are referred to herein as the “City Actions”) and perform its obligations
thereunder and the City Actions have been duly adopted, are in full force and effect
and have not been modified, amended or rescinded; and
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4161-4060-5001.4
(iv) The Indenture, the Reimbursement Agreement, the Development
Agreement, the Continuing Disclosure Agreement of Issuer, and this Agreement
have been duly authorized, executed and delivered by the City and, assuming the
due authorization, execution and delivery of such instruments, documents, and
agreements by the other parties thereto, constitute the legal, valid, and binding
agreements of the City, enforceable in accordance with their respective terms, except
as enforcement thereof may be limited by bankruptcy, insolvency, or other laws
affecting enforcement of creditors’ rights, or by the application of equitable
principles if equitable remedies are sought and to the application of Texas law
relating to governmental immunity applicable to governmental entities.
c. City Legal Opinion. An opinion of the City Attorney, dated the Closing
Date and addressed to the Underwriter, the City and the Trustee, with respect to matters
relating to the City, substantially in the form of Appendix C hereto or in form otherwise
agreed upon by the Underwriter.
d. Opinion of Developer’s Counsel. An opinion of Developer’s Counsel,
substantially in the form of Appendix D hereto, dated the Closing Date and addressed to
the City, Bond Counsel, the Underwriter, and the Trustee.
e. Developer Closing Certificate. The Developer Closing Certificate dated as
of the Closing Date, signed by authorized officers of the Developer in substantially the
form of Appendix E hereto.
f. City Closing Certificate. A certificate of the City, dated the Closing Date,
signed by an appropriate City official, to the effect that:
(i) the representations and warranties of the City contained herein and
in the City Documents are true and correct in all material respects on and as of the
Closing Date as if made on the date thereof;
(ii) the Authorizing Documents and City Documents are in full force and
effect and have not been amended, modified, or supplemented;
(iii) except as disclosed in the Limited Offering Memorandum, no
litigation or proceeding against the City is pending or, to the knowledge of such
person, threatened in any court or administrative body nor is there a basis for
litigation which would (a) contest the right of the members or officials of the City
to hold and exercise their respective positions, (b) contest the due organization and
valid existence of the City or the establishment of the District, (c) contest the
validity, due authorization and execution of the Bonds or the City Documents, or (d)
attempt to limit, enjoin or otherwise restrict or prevent the City from levying and
collecting the Assessments pledged to pay the principal of and interest on the Bonds,
or the pledge thereof; and
(iv) the City has, to the best of such person’s knowledge, complied with
all agreements and covenants and satisfied all conditions set forth in the City
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4161-4060-5001.4
Documents, on its part to be complied with or satisfied hereunder at or prior to the
Closing.
g. Trustee’s Counsel Opinion. An opinion of counsel to the Trustee, dated the
Delivery Date and addressed to the Underwriter, the City, and Bond Counsel, substantially
in the form set forth in this subsection or in a form otherwise mutually agreed upon by the
Trustee, the Underwriter, the City, and Bond Counsel:
(i) The Trustee was founded as an Alabama state banking corporation
under the laws of the state of Alabama, and had not been dissolved, canceled, or
terminated, and is authorized to carry out corporate trust power as Trustee in
accordance with the Indenture;
(ii) The Trustee has all necessary corporate right, power, and authority
to enter into the Indenture, to perform its obligations under, and to carry out and
consummate all of the transactions involving the Trustee contemplated by, the
Indenture; and
(iii) The Indenture has been duly authorized, executed and delivered by
the Trustee and is valid and enforceable against the Trustee in accordance with its
terms, except (a) as enforcement thereof may be limited by bankruptcy, insolvency,
reorganization, moratorium, and other similar laws of general applicability affecting
the enforcement of creditors’ rights and by general principles of equity, (b) as
enforcement thereof is subject to general principles of equity (regardless of whether
enforcement is considered a proceeding at law or in equity) and the discretion of the
court before which any proceeding therefor may be brought, and (c) as the
exculpation provisions and rights to indemnification thereunder may be limited by
U.S. federal and state securities laws and public policy considerations, and (d) as the
waiver of rights and defenses in the Indenture may be limited by applicable law.
h. Trustee’s Certificate. A customary authorization and incumbency
certificate dated prior to the Closing Date, signed by authorized officers of the Trustee in
form and substance acceptable to the Underwriter, Underwriter’s Counsel and Bond
Counsel.
i. Underwriter Counsel’s Opinion. An opinion, dated the Closing Date and
addressed to the Underwriter, of Orrick, Herrington & Sutcliffe LLP, (“Underwriter’s
Counsel”), to the effect that:
(i) The Bonds are not subject to the registration requirements of the
Securities Act of 1933, as amended, and the Indenture is exempt from qualification
pursuant to the Trust Indenture Act of 1939, as amended;
(ii) Such counsel is not passing upon and does not assume any
responsibility for the accuracy, completeness, or fairness of any of the statements
contained in the Preliminary Limited Offering Memorandum or in the Limited
Offering Memorandum and it has not independently verified the accuracy,
completeness, or fairness of any such statements. In its capacity as counsel to the
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4161-4060-5001.4
Underwriter, to assist the Underwriter in part of its responsibility with respect to the
Preliminary Limited Offering Memorandum and the Limited Offering
Memorandum, such counsel has participated in conferences with representatives of
the Underwriter, representatives of the City, and its counsel, McCall, Parkhurst &
Horton L.L.P., as bond counsel, Hilltop Securities, as financial advisor, P3Works,
LLC, as public improvement district administrator, the Developer, and its engineers
and consultants and others, during which the contents of the Preliminary Limited
Offering Memorandum or the Limited Offering Memorandum and related matters
were discussed. Based on such counsel’s participation in the above-mentioned
conferences (which, with respect to the Preliminary Limited Offering Memorandum,
did not extend beyond the date of this Agreement, and, with respect to the Limited
Offering Memorandum, did not extend beyond its date), and in reliance thereon, on
oral and written statements and representations of the City, the Developer and others
and on the records, documents, certificates, opinions and matters herein mentioned,
such counsel advises the Underwriter as a matter of fact and not opinion that, during
the course of such counsel’s representation of the Underwriter on this matter, (a) no
facts had come to the attention of the attorneys in such counsel’s firm rendering legal
services to the Underwriter in connection with the Preliminary Limited Offering
Memorandum which caused such counsel to believe, as of the date of the
Preliminary Limited Offering Memorandum and as of the date of this Agreement,
based on the documents, drafts and facts in existence and reviewed as of those dates,
that the Preliminary Limited Offering Memorandum contained any untrue statement
of a material fact or omitted to state a material fact necessary to make the statements
therein, in the light of the circumstances under which they were made, not
misleading (except any information marked as preliminary or subject to change, any
information permitted to be omitted by Securities and Exchange Commission Rule
15c2-12 or otherwise left blank and any other differences with the information in
the Limited Offering Memorandum), and (b) no facts had come to the attention of
the attorneys in such counsel’s firm rendering legal service to the Underwriter in
connection with the Limited Offering Memorandum which caused such counsel to
believe that the Limited Offering Memorandum as of its date contained or contains
any untrue statement of a material fact or omitted or omits to state a material fact
necessary to make the statements therein, in the light of the circumstances under
which they were made, not misleading; provided that, such counsel expressly
excludes from the scope of this paragraph and expresses no opinion or conclusion,
with respect to both the Preliminary Limited Offering Memorandum and the Limited
Offering Memorandum, about any CUSIP numbers, financial, accounting, statistical
or economic, engineering or demographic data or forecasts, numbers, charts, tables,
graphs, estimates, projections, assumptions or expressions of opinion, any
information about verification, feasibility, valuation, appraisals, absorption, real
estate or environmental matters, relationship among the parties, Appendices, or any
information about book-entry, DTC, Cede & Co., tax exemption, underwriters, or
underwriting, included or referred to therein or omitted therefrom. No responsibility
is undertaken or conclusion expressed with respect to any other disclosure
document, materials or activity, or as to any information from another document or
21
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source referred to by or incorporated by reference in the Preliminary Limited
Offering Memorandum or the Limited Offering Memorandum; and
(iii) The Continuing Disclosure Agreement of Issuer satisfies the
requirements contained in Securities and Exchange Commission Rule 15c2-12(b)(5)
for an undertaking by the City for the benefit of the holders of the Bonds to provide
the information at the times and in the manner required by said Rule; provided that,
for purposes of this opinion, such counsel is not expressing any view regarding the
content of the Preliminary Limited Offering Memorandum or the Limited Offering
Memorandum that is not expressly stated in numbered paragraph ii, above.
j. Limited Offering Memorandum. The Limited Offering Memorandum and
each supplement or amendment, if any, thereto.
k. Delivery of City Documents and Developer Documents. The City
Documents and Developer Documents shall have been executed and delivered in form and
content satisfactory to the Underwriter.
l. Form 8038-G. Evidence that the federal tax information form 8038-G has
been prepared by Bond Counsel for filing.
m. Federal Tax Certificate. A certificate of the City in form and substance
satisfactory to Bond Counsel and Underwriter’s Counsel setting forth the facts, estimates
and circumstances in existence on the Closing Date, which establish that it is not expected
that the proceeds of the Bonds will be used in a manner that would cause the Bonds to be
“arbitrage bonds” within the meaning of Section 148 of the Internal Revenue Code of 1986,
as amended (the “Code”), and any applicable regulations (whether final, temporary or
proposed), issued pursuant to the Code.
n. Attorney General Opinion and Comptroller Registration. The approving
opinion of the Attorney General of the State regarding the Bonds and the Comptroller of
the State’s Certificate of Registration for the Initial Bond.
o. Continuing Disclosure Agreements. The Continuing Disclosure Agreement
of Issuer and the Continuing Disclosure Agreement of Developer shall have been executed
by the parties thereto in substantially the forms attached to the Limited Offering
Memorandum as Appendix E-1 and Appendix E-2.
p. Letter of Representation of the Appraiser. (i) Letter of Representation of
the Appraiser, substantially in the form of Appendix G hereto, addressed to the City, Bond
Counsel, the Underwriter, and the Trustee, or in form otherwise agreed upon by the
Underwriter, and (ii) a copy of the real estate appraisal of the property in the District dated
August 1, 2023.
q. Letter of Representation of PID Administrator. Letter of Representation of
PID Administrator, substantially in the form of Appendix F hereto, addressed to the City,
Bond Counsel, the Underwriter, and the Trustee, or in form otherwise agreed upon by the
Underwriter.
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4161-4060-5001.4
r. Evidence of Filing of Creation Resolution, Assessment Ordinance, and
Landowner Consent. Evidence that (i) the Creation Resolution including a legal description
of the District by metes and bounds, (ii) the Assessment Ordinance and Service and
Assessment Plan, including the legal description of the property within the District and the
assessment rolls, and (iii) the Landowner Certificate have been filed of record in the real
property records of Collin County, Texas.
s. Lender Consent Certificate. A Lender Consent Certificate of each holder of
a lien, if any, on land in Improvement Area #1 of the District on the Delivery Date,
consenting to and acknowledging the creation of the District, the adoption of the
Assessment Ordinance, the levy of the Assessments, and the subordination of their
respective liens to the lien created by the Assessments in a form acceptable to the
Underwriter. In the event that there are no such lienholders, the Developer shall provide
such certifications as may be reasonably requested by the Underwriter to confirm that no
such liens exist as of the Delivery Date.
t. Organizational and Formation Documents. The Developer shall have
delivered to the Underwriter and the City, (i) fully executed copies of the organizational
documents of the Developer; (ii) fully executed copies of formation documents of the
Homebuilder; MCI Preferred Income Fund II, LLC, a Delaware limited liability company;
MCI Holdings, LLC, a Delaware limited liability company, Megatel Capital Investment,
LLC, a Delaware limited liability company; AIAM, L.P., a Texas limited partnership;
ZICM, L.P., a Texas limited partnership; AI GP, LLC, a Texas limited liability company;
ZI GP, LLC, a Texas limited liability company; (iii) Certificates of Good Standing from
the Secretary of State of each of such entity’s state of organization, if such state is not
Texas; (iv) Certificates of Fact – Status from the Texas Secretary of State for each such
entity (other than MCI Preferred Income Fund II, LLC); (v) Certificates of Account Status
from the Texas Comptroller of Public Accounts for each such entity (other than MCI
Preferred Income Fund II, LLC); and (vi) Certificates of Trustees of AI Revocable Trust
and ZI Revocable Trust.
u. Rule 15c2-12 Certification. A resolution, ordinance, or certificate whereby
the City has deemed the Preliminary Limited Offering Memorandum final as of its date,
except for permitted omissions, as contemplated by Rule 15c2-12 in connection with the
offering of the Bonds, which certification may be included in the City Certificate required
by subsection 10(f) hereof or the Bond Ordinance.
v. Dissemination Agent. Evidence acceptable to the Underwriter in its sole
reasonable discretion that the City and the Developer have engaged a dissemination agent
acceptable to the Underwriter for the Bonds, with the execution of the Continuing
Disclosure Agreement of Issuer and the Continuing Disclosure Agreement of Developer
by other parties thereto being conclusive evidence of such acceptance by the Underwriter.
w. Blanket Letter of Representation. A copy of the current Blanket Issuer
Letter of Representation to DTC signed by the City.
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x. Additional Documents. Such additional legal opinions, certificates,
instruments, and other documents as the Underwriter or Underwriter’s Counsel may
reasonably deem necessary.
11. City’s Closing Conditions. The obligation of the City hereunder to deliver the
Bonds shall be subject to receipt on or before the Closing Date of the purchase price set forth in
Section 1 hereof, the Attorney General Opinion, the opinion of Bond Counsel described in Section
10(a) hereof and all documents required to be delivered by the Developer.
12. Consequences of Termination. If the City shall be unable to satisfy the conditions
contained in this Agreement or if the obligations of the Underwriter shall be terminated for any
reason permitted by this Agreement, this Agreement shall terminate and the Underwriter and the
City shall have no further obligation hereunder, except as further set forth in Sections 13, 15, and
20 hereof.
13. Costs and Expenses.
a. The Underwriter shall be under no obligation to pay, and the City shall
cause to be paid from proceeds of the Bonds the following expenses incident to the issuance
of the Bonds and performance of the City’s obligations hereunder: (i) the costs of the
preparation and printing of the Bonds; (ii) the cost of preparation, printing, and mailing of
the Preliminary Limited Offering Memorandum, the final Limited Offering Memorandum
and any supplements and amendments thereto; (iii) the fees and disbursements of the City’s
Financial Advisor, the Trustee’s counsel, Bond Counsel, Developer’s Counsel, and the
Trustee relating to the issuance of the Bonds; (iv) the Attorney General’s review fees; (v)
the fees and disbursements of accountants, advisers and any other experts or consultants
retained by the City or the Developer, including but not limited to the fees and expenses of
any Appraiser and the PID Administrator; and (vi) the expenses incurred by or on behalf
of City employees and representatives that are incidental to the issuance of the Bonds and
the performance by the City of its obligations under this Agreement.
b. The Underwriter shall pay the following expenses: (i) all advertising
expenses in connection with the limited offering of the Bonds; (ii) fees of Underwriter’s
Counsel; and (iii) all other expenses, including CUSIP fees (including out of pocket
expenses and related regulatory expenses), incurred by it in connection with its public
offering and distribution of the Bonds, except as noted in Subsection 13(a) above.
c. The City acknowledges that the Underwriter will pay from the
Underwriter’s expense allocation of the underwriting discount the applicable per bond
assessment charged by the Municipal Advisory Council of Texas, a nonprofit corporation
whose purpose is to collect, maintain and distribute information relating to issuing entities
of municipal securities.
14. Notice. Any notice or other communication to be given to the City under this
Agreement may be given by delivering the same in writing to: City of Anna, Texas, 120 W. 7th
Street, Anna, Texas 75409, Attention: City Manager.
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Any notice or other communication to be given to the Underwriter under this Agreement
may be given by delivering the same in writing to: FMSbonds, Inc., 5 Cowboys Way, Suite 300-
25, Frisco, Texas 75034, Attention: Tripp Davenport, Director.
15. Survival of Representations and Warranties. All representations and warranties of
the parties made in, pursuant to or in connection with this Agreement shall survive the execution
and delivery of this Agreement, notwithstanding any investigation by the parties. All statements
contained in any certificate, instrument, or other writing delivered by a party to this Agreement or
in connection with the transactions described in or by this Agreement constitute representations
and warranties by such party under this Agreement to the extent such statement is set forth as a
representation and warranty in the instrument in question.
16. Counterparts. This Agreement may be executed by the parties hereto in separate
counterparts, each of which when so executed and delivered shall be an original, but all such
counterparts shall together constitute but one and the same instrument. The City and the
Underwriter agree that electronic signatures to this Agreement may be regarded as original
signatures.
17. Severability. In case any one or more of the provisions contained herein shall for
any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality,
or unenforceability shall not affect any other provision hereof.
18. State Law Governs. The validity, interpretation, and performance of this
Agreement shall be governed by the laws of the State.
19. No Assignment. The rights and obligations created by this Agreement shall not be
subject to assignment by the Underwriter or the City without the prior written consent of the other
party hereto.
20. No Personal Liability. None of the members of the City Council, nor any officer,
representative, agent, or employee of the City, shall be charged personally by the Underwriter with
any liability, or be held liable to the Underwriter under any term or provision of this Agreement,
or because of execution or attempted execution, or because of any breach or attempted or alleged
breach of this Agreement.
21. Anti-Boycott Verification. To the extent this Agreement constitutes a contract for
goods or services for which a written verification is required pursuant to Section 2271.002, Texas
Government Code, the Underwriter hereby verifies that it and its parent company, wholly- or
majority-owned subsidiaries, and other affiliates, if any, do not boycott Israel and will not boycott
Israel during the term of this Agreement. The foregoing verification is made solely to enable the
City to comply with Section 2271.002, Texas Government Code, and to the extent such Section
does not contravene applicable State or federal law. As used in the foregoing verification, “boycott
Israel” means refusing to deal with, terminating business activities with, or otherwise taking any
action that is intended to penalize, inflict economic harm on, or limit commercial relations
specifically with Israel, or with a person or entity doing business in Israel or in an Israeli-controlled
territory, but does not include an action made for ordinary business purposes. The Underwriter
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4161-4060-5001.4
understands “affiliate” to mean an entity that controls, is controlled by, or is under common control
with the Underwriter and exists to make a profit.
22. Iran, Sudan and Foreign Terrorist Organizations. The Underwriter represents that
neither it nor any of its parent company, wholly- or majority-owned subsidiaries, and other
affiliates is a company identified on a list prepared and maintained by the Texas Comptroller of
Public Accounts under Section 2252.153 or Section 2270.0201, Texas Government Code, and
posted on any of the following pages of such officer’s internet website:
https://comptroller.texas.gov/purchasing/docs/sudan-list.pdf,
https://comptroller.texas.gov/purchasing/docs/iran-list.pdf, or
https://comptroller.texas.gov/purchasing/docs/fto-list.pdf.
The foregoing representation is made solely to enable the City to comply with Section 2252.152,
Texas Government Code, and to the extent such Section does not contravene applicable State or
federal law and excludes the Underwriter and its parent company, wholly- or majority-owned
subsidiaries, and other affiliates, if any, that the United States government has affirmatively
declared to be excluded from its federal sanctions regime relating to Sudan or Iran or any federal
sanctions regime relating to a foreign terrorist organization. The Underwriter understands
“affiliate” to mean any entity that controls, is controlled by, or is under common control with the
Underwriter and exists to make a profit.
23. No Discrimination Against Fossil-Fuel Companies. To the extent this Agreement
constitutes a contract for goods or services for which a written verification is required under
Section 2274.002 (as added by Senate Bill 13 in the 87th Texas Legislature, Regular Session),
Texas Government Code, as amended, the Underwriter hereby verifies that it and its parent
company, wholly- or majority-owned subsidiaries, and other affiliates, if any, do not boycott
energy companies and will not boycott energy companies during the term of this Agreement. The
foregoing verification is made solely to enable the City to comply with such Section and to the
extent such Section does not contravene applicable Federal or Texas law. As used in the foregoing
verification, “boycott energy companies,” a term defined in Section 2274.001(1), Texas
Government Code (as enacted by such Senate Bill) by reference to Section 809.001, Texas
Government Code (also as enacted by such Senate Bill), shall mean, without an ordinary business
purpose, refusing to deal with, terminating business activities with, or otherwise taking any action
that is intended to penalize, inflict economic harm on, or limit commercial relations with a
company because the company (A) engages in the exploration, production, utilization,
transportation, sale, or manufacturing of fossil fuel-based energy and does not commit or pledge
to meet environmental standards beyond applicable Federal or Texas law; or (B) does business
with a company described by (A) above.
24. No Discrimination Against Firearm Entities and Firearm Trade Associations. To
the extent this Agreement constitutes a contract for goods or services for which a written
verification is required under Section 2274.002 (as added by Senate Bill 19 in the 87th Texas
Legislature, Regular Session), Texas Government Code, as amended, the Underwriter hereby
verifies that it and its parent company, wholly- or majority-owned subsidiaries, and other affiliates,
if any, do not have a practice, policy, guidance, or directive that discriminates against a firearm
entity or firearm trade association and will not discriminate against a firearm entity or firearm trade
26
4161-4060-5001.4
association during the term of this Agreement. The foregoing verification is made solely to enable
the City to comply with such Section and to the extent such Section does not contravene applicable
Federal or Texas law.
As used in the foregoing verification and the following definitions,
a. “discriminate against a firearm entity or firearm trade association,” a term
defined in Section 2274.001(3), Texas Government Code (as enacted by such Senate Bill),
(A) means, with respect to the firearm entity or firearm trade association, to (i) refuse to
engage in the trade of any goods or services with the firearm entity or firearm trade
association based solely on its status as a firearm entity or firearm trade association, (ii)
refrain from continuing an existing business relationship with the firearm entity or firearm
trade association based solely on its status as a firearm entity or firearm trade association,
or (iii) terminate an existing business relationship with the firearm entity or firearm trade
association based solely on its status as a firearm entity or firearm trade association and
(B) does not include (i) the established policies of a merchant, retail seller, or platform that
restrict or prohibit the listing or selling of ammunition, firearms, or firearm accessories and
(ii) a company’s refusal to engage in the trade of any goods or services, decision to refrain
from continuing an existing business relationship, or decision to terminate an existing
business relationship (aa) to comply with federal, state, or local law, policy, or regulations
or a directive by a regulatory agency or (bb) for any traditional business reason that is
specific to the customer or potential customer and not based solely on an entity’s or
association’s status as a firearm entity or firearm trade association,
b. “firearm entity,” a term defined in Section 2274.001(6), Texas Government
Code (as enacted by such Senate Bill), means a manufacturer, distributor, wholesaler,
supplier, or retailer of firearms (defined in Section 2274.001(4), Texas Government Code,
as enacted by such Senate Bill, as weapons that expel projectiles by the action of explosive
or expanding gases), firearm accessories (defined in Section 2274.001(5), Texas
Government Code, as enacted by such Senate Bill, as devices specifically designed or
adapted to enable an individual to wear, carry, store, or mount a firearm on the individual
or on a conveyance and items used in conjunction with or mounted on a firearm that are
not essential to the basic function of the firearm, including detachable firearm magazines),
or ammunition (defined in Section 2274.001(1), Texas Government Code, as enacted by
such Senate Bill, as a loaded cartridge case, primer, bullet, or propellant powder with or
without a projectile) or a sport shooting range (defined in Section 250.001, Texas Local
Government Code, as a business establishment, private club, or association that operates
an area for the discharge or other use of firearms for silhouette, skeet, trap, black powder,
target, self-defense, or similar recreational shooting), and
c. “firearm trade association,” a term defined in Section 2274.001(7), Texas
Government Code (as enacted by such Senate Bill), means any person, corporation,
unincorporated association, federation, business league, or business organization that (i) is
not organized or operated for profit (and none of the net earnings of which inures to the
benefit of any private shareholder or individual), (ii) has two or more firearm entities as
members, and (iii) is exempt from federal income taxation under Section 501(a), Internal
Revenue Code of 1986, as an organization described by Section 501(c) of that code.
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4161-4060-5001.4
25. Affiliate. As used in Sections 21 through 24, the Underwriter understands
“affiliate” to mean an entity that controls, is controlled by, or is under common control with the
Underwriter within the meaning of SEC Rule 405, 17 C.F.R. § 230.450, and exists to make a profit.
26. Attorney General Standing Letter. The Underwriter represents that it has on file
with the Texas Attorney General a standing letter addressing the representations and verifications
in Sections 21 through 24 of this Agreement in a form acceptable to the Texas Attorney General.
27. Form 1295. Submitted herewith is a completed Form 1295 in connection with the
Underwriter’s participation in the execution of this Agreement generated by the Texas Ethics
Commission’s (the “TEC”) electronic filing application in accordance with the provisions of
Section 2252.908 of the Texas Government Code and the rules promulgated by the TEC (the
“Form 1295”). The City hereby confirms receipt of the Form 1295 from the Underwriter, and the
City agrees to acknowledge such form with the TEC through its electronic filing application not
later than the thirtieth (30th) day after the receipt of such form. The Underwriter and the City
understand and agree that, with the exception of information identifying the City and the contract
identification number, neither the City nor its consultants are responsible for the information
contained in the Form 1295; that the information contained in the Form 1295 has been provided
solely by the Underwriter; and, neither the City nor its consultants have verified such information.
28. Entire Agreement. This Agreement is made solely for the benefit of the City and
the Underwriter (including their respective successors and assigns), and no other person shall
acquire or have any right hereunder or by virtue hereof. All of the City’s representations,
warranties, and agreements contained in this Agreement shall remain operative and in full force
and effect regardless of: (i) any investigations made by or on behalf of the Underwriter, provided
the City shall have no liability with respect to any matter of which the Underwriter has actual
knowledge prior to the purchase of the Bonds; or (ii) delivery of any payment for the Bonds
pursuant to this Agreement. The agreements contained in this Section and in Sections 13 and 15
shall survive any termination of this Agreement.
Signature pages follow.
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4161-4060-5001.4
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of
the date first set forth above.
FMSbonds, Inc.,
as Underwriter
By:
Name: Theodore A. Swinarski
Title: Senior Vice President – Trading
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4161-4060-5001.4
Accepted at _____ a.m./p.m. central time on the
date first stated above.
City of Anna, Texas
By:
Mayor
Schedule I-1
4161-4060-5001.4
SCHEDULE I
$20,343,000
CITY OF ANNA, TEXAS,
(a municipal corporation of the State of Texas located in Collin County)
SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2023
(ANACAPRI PUBLIC IMPROVEMENT DISTRICT
IMPROVEMENT AREA #1 PROJECT)
Interest Accrues From: Date of Delivery
$8,497,000 7.000% Term Bonds, Due September 15, 2042, Priced to Yield 7.250 (a)(b)(d)
$11,846,000 7.375% Term Bonds, Due September 15, 2052, Priced to Yield 7.500 (a)(b)(c)(d)
(a) The Bonds may be redeemed before their scheduled maturity date, in whole or from time to time in part, on
any date on or after September 15, 2033, such redemption date or dates to be fixed by the City, at the
redemption price of 100% of the principal amount of the Bonds to be redeemed, plus accrued and unpaid
interest to the date of redemption.
(b) The Bonds are also subject to extraordinary optional redemption as described in the Limited Offering
Memorandum under “DESCRIPTION OF THE BONDS – Redemption Provisions.”
(c) The Bonds are also subject to mandatory sinking fund redemption on the dates and in the respective Sinking
Fund Installment Amounts as set forth in the following schedule.
$8,497,000 Bonds Maturing September 15, 2042
Mandatory Sinking Fund
Redemption Date
Sinking Fund
Installment
Mandatory Sinking Fund
Redemption Date
Sinking Fund
Installment
September 15, 2024__ $354,000 September 15, 2034 $438,000
September 15, 2025 234,000 September 15, 2035 470,000
September 15, 2026 251,000 September 15, 2036 505,000
September 15, 2027 269,000 September 15, 2037 541,000
September 15, 2028 288,000 September 15, 2038 581,000
September 15, 2029 309,000 September 15, 2039 623,000
September 15, 2030 331,000 September 15, 2040 669,000
September 15, 2031 355,000 September 15, 2041 718,000
September 15, 2032 381,000 September 15, 2042† 771,000
September 15, 2033 409,000
† Stated Maturity
$11,846,000 Bonds Maturing September 15, 2052
Mandatory Sinking Fund
Redemption Date
Sinking Fund
Installment
Mandatory Sinking Fund
Redemption Date
Sinking Fund
Installment
September 15, 2043__ $ 827,000 September 15, 2048 $1,202,000
September 15, 2044 891,000 September 15, 2049 1,295,000
September 15, 2045 960,000 September 15, 2050 1,396,000
September 15, 2046 1,035,000 September 15, 2051 1,504,000
September 15, 2047 1,115,000 September 15, 2052† 1,621,000
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4161-4060-5001.4
APPENDIX A
FORM OF DEVELOPER LETTER OF REPRESENTATIONS
$20,343,000
CITY OF ANNA, TEXAS,
SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2023
(ANACAPRI PUBLIC IMPROVEMENT DISTRICT
IMPROVEMENT AREA #1 PROJECT)
DEVELOPER LETTER OF REPRESENTATIONS
October 10, 2023
City of Anna, Texas
120 W. 7th Street
Anna, Texas 75409
FMSbonds, Inc.
5 Cowboys Way, Suite 300-25
Frisco, Texas 75034
Ladies and Gentlemen:
This letter is being delivered to the City of Anna, Texas (the “City”), and FMSbonds, Inc.
(the “Underwriter”), in consideration for your entering into the Bond Purchase Agreement dated
the date hereof (the “Bond Purchase Agreement”) for the sale and purchase of the $20,343,000
“City of Anna, Texas, Special Assessment Revenue Bonds, Series 2023 (AnaCapri Public
Improvement District Improvement Area #1 Project)” (the “Bonds”). Pursuant to the Bond
Purchase Agreement, the Underwriter has agreed to purchase from the City, and the City has
agreed to sell to the Underwriter the Bonds. In order to induce the City to enter into the Bond
Purchase Agreement and as consideration for the execution, delivery, and sale of the Bonds by the
City and the purchase of them by the Underwriter, the undersigned, AnaCapri Laguna Azure, LLC,
a Wyoming limited liability company (the “Developer”), makes the representations, warranties,
and covenants contained in this Developer Letter of Representations. Unless the context clearly
indicates otherwise, each capitalized term used in this Developer Letter of Representations will
have the meaning set forth in the Bond Purchase Agreement.
1. Purchase and Sale of Bonds. Inasmuch as the purchase and sale of the Bonds
represents a negotiated transaction, the Developer understands, and hereby confirms, that the
Underwriter is not acting as a fiduciary of the Developer, but rather is acting solely in its capacity
as Underwriter of the Bonds for its own account.
2. Updating of the Limited Offering Memorandum. If, after the date of this Developer
Letter of Representations, up to and including the date the Underwriter is no longer required to
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4161-4060-5001.4
provide a Limited Offering Memorandum to potential customers who request the same pursuant
to Rule 15c2-12 (the earlier of (i) ninety (90) days from the “end of the underwriting period” (as
defined in Rule 15c2-12) and (ii) the time when the Limited Offering Memorandum is available
to any person from the MSRB, but in no case less than twenty-five (25) days after the “end of the
underwriting period” for the Bonds), the Developer becomes aware of any fact or event which
might or would cause the Limited Offering Memorandum, as then supplemented or amended, to
contain any untrue statement of a material fact or to omit to state a material fact required to be
stated therein or necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading, or if it is necessary to amend or supplement the Limited
Offering Memorandum to comply with law, the Developer will notify the Underwriter promptly
(and for the purposes of this clause provide the Underwriter with such information as it may from
time to time request); however, that for the purposes of this Developer Letter of Representations
and any certificate delivered by the Developer in accordance with the Bond Purchase Agreement,
the Developer makes no representations with respect to the information appearing in the
Preliminary Limited Offering Memorandum or the Limited Offering Memorandum except for the
information set forth in all of the maps included therein and under the captions and subcaptions
“PLAN OF FINANCE” (except for the subcaption “– The Bonds”), “THE IMPROVEMENT
AREA #1 IMPROVEMENTS,” “THE DEVELOPMENT” and “THE DEVELOPER” and, to the
Developer’s knowledge after due inquiry, under the captions “BONDHOLDERS’ RISKS” (only
as it pertains to the Armin Afzalipour (also known as Zach Ipour), Arash Afzalipour (also known
as Aaron Ipour), the Developer, the Homebuilder, any affiliates of the foregoing, the Improvement
Area #1 Improvements, and the Development (as defined in the Limited Offering Memorandum)),
“LEGAL MATTERS – Litigation – The Developer,” “CONTINUING DISCLOSURE – The
Developer” and “– The Developer’s Compliance with Prior Undertakings,” “SOURCES OF
INFORMATION – Source of Certain Information,” “APPENDIX E-2,” “APPENDIX F,” and
“APPENDIX G” (collectively, the “Developer Disclosures”) in accordance with subsection 4(f)
herein.
3. Developer Documents. The Developer has executed and delivered each of the
below listed documents (individually, a “Developer Document” and collectively, the “Developer
Documents”) in the capacity provided for in each such Developer Document, and each such
Developer Document constitutes a valid and binding obligation of the Developer, enforceable
against the Developer in accordance with its terms:
a. this Developer Letter of Representations;
b. the Improvement Area #1 Reimbursement Agreement AnaCapri Public
Improvement District, effective as of April 11, 2023, executed and delivered by the City
and the Developer;
c. the AnaCapri Development Agreement, effective as of October 18, 2021,
executed and delivered by the City and the Developer; and
d. the Landowner Consent Certificate executed by the Developer, as of
October 10, 2023 (the “Landowner Certificate”); and
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4161-4060-5001.4
e. the Continuing Disclosure Agreement of Developer with respect to the
Bonds, dated as of October 1, 2023 (the “Continuing Disclosure Agreement of
Developer”), executed and delivered by the Developer, P3Works, LLC, as PID
Administrator, and Regions Bank, as dissemination agent.
The Developer has complied in all material respects with all of the Developer’s agreements
and covenants and satisfied all conditions required to be complied with or satisfied by the
Developer under the Developer Documents on or prior to the date hereof.
The representations and warranties of the Developer contained in the Developer
Documents are true and correct in all material respects on and as of the date hereof.
4. Developer Representations, Warranties and Covenants. The Developer represents,
warrants, and covenants to the City and the Underwriter that:
a. Due Organization and Existence. The Developer is duly formed and validly
existing as a limited partnership under the laws of the State of Texas.
b. Organizational Documents. The copies of the organizational documents of
the Developer and the formation documents of the Homebuilder; MCI Preferred Income
Fund II, LLC, a Delaware limited liability company; Megatel Capital Investment, LLC, a
Delaware limited liability company; AIAM, L.P., a Texas limited partnership; ZICM, L.P.,
a Texas limited partnership; AI GP, LLC, a Texas limited liability company; ZI GP, LLC,
a Texas limited liability company; provided by the Developer to the City and the
Underwriter are fully executed, true, correct, and complete copies of such documents and
such documents have not been amended or supplemented since delivery to the City and the
Underwriter and are in full force and effect as of the date hereof.
c. No Breach. The execution and delivery of the Developer Documents by
Developer does not violate any judgment, order, writ, injunction or decree binding on
Developer or any indenture, agreement, or other instrument to which the Developer is a
party.
d. No Litigation. Other than as described in the Preliminary Limited Offering
Memorandum and in the Limited Offering Memorandum, there are no proceedings pending
or threatened in writing before any court or administrative agency against the Developer
that are either not covered by insurance or which singularly or collectively would have a
material, adverse effect on the ability of the Developer to perform its obligations under the
Developer Documents in all material respects or that would reasonably be expected to
prevent or prohibit the development of the District in accordance with the description
thereof in the Preliminary Limited Offering Memorandum and the Limited Offering
Memorandum.
e. Information. The information prepared and submitted by the Developer to
the City or the Underwriter in connection with the preparation of the Preliminary Limited
Offering Memorandum and the Limited Offering Memorandum was, and is, as of this date,
true and correct in all material respects.
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4161-4060-5001.4
f. Preliminary Limited Offering Memorandum and Limited Offering
Memorandum. The Developer represents and warrants that the information set forth in the
Developer Disclosures in the Preliminary Limited Offering Memorandum and the Limited
Offering Memorandum is true and correct and does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading. The Developer
agrees to provide a certificate dated the Closing Date affirming, as of such date, the
representations contained in this subsection (f) with respect to the Preliminary Limited
Offering Memorandum and the Limited Offering Memorandum.
g. Events of Default. No “Event of Default” or “event of default” by the
Developer under any of the Developer Documents, any documents to which the Developer
is a party described in the Limited Offering Memorandum, or under any material
documents relating to the financing and construction of the Improvement Area #1
Improvements to which the Developer is a party, or event that, with the passage of time or
the giving of notice or both, would constitute such “Event of Default” or “event of default”
by the Developer, has occurred and is continuing.
5. Indemnification.
a. The Developer will indemnify and hold harmless the City and the
Underwriter and each of their officers, directors, employees and agents against any losses,
claims, damages or liabilities to which any of them may become subject, under the
Securities Act of 1933 or otherwise, insofar as such losses, claims, damages or liabilities
(or actions in respect thereof) arise out of or are based upon an untrue statement or alleged
untrue statement of a material fact contained or incorporated by reference in the Developer
Disclosures in the Preliminary Limited Offering Memorandum and the Limited Offering
Memorandum, or any amendment or supplement to the Limited Offering Memorandum
amending or supplementing the information contained under the aforementioned captions
(as qualified above), or arise out of or are based upon the omission, untrue statement or
alleged untrue statement or omission to state therein a material fact necessary to make the
statements under the aforementioned captions (as qualified above) not misleading under
the circumstances under which they were made and will reimburse any indemnified party
for any reasonable legal or other expenses reasonably incurred by them in connection with
investigating or defending any such action or claim as such expenses are incurred.
b. Promptly after receipt by an indemnified party under subsection (a) above
of notice of the commencement of any action, such indemnified party shall, if a claim in
respect thereof is to be made against the indemnifying party under such subsection, notify
the indemnifying party in writing of the commencement thereof; but the omission so to
notify the indemnifying party shall not relieve the indemnifying party from any liability
which it may have to the indemnified party otherwise than under such subsection, unless
such indemnifying party was prejudiced by such delay or lack of notice. In case any such
action shall be brought against an indemnified party, it shall promptly notify the
indemnifying party of the commencement thereof, the indemnifying party shall be entitled
to participate therein and, to the extent that it shall wish, to assume the defense thereof,
with counsel reasonably satisfactory to such indemnified party (who shall not, except with
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4161-4060-5001.4
the consent of the indemnified party, be counsel to the indemnifying party), and, after
notice from the indemnifying party to such indemnified party of its election so to assume
the defense thereof, the indemnifying party shall not be liable to such indemnified party
under such subsection for any legal expenses of other counsel or any other expenses, in
each case subsequently incurred by such indemnified party, in connection with the defense
thereof other than reasonable costs of investigation. The indemnifying party shall not be
liable for any settlement of any such action effected without its consent, but if settled with
the consent of the indemnifying party or if there is a final judgment for the plaintiff in any
such action, the indemnifying party will indemnify and hold harmless any indemnified
party from and against any loss or liability by reason of such settlement or judgment. The
indemnity herein shall survive delivery of the Bonds and shall survive any investigation
made by or on behalf of the City, the Developer or the Underwriter.
6. Survival of Representations, Warranties and Covenants. All representations,
warranties, and agreements in this Developer Letter of Representations will survive regardless of
(a) any investigation or any statement in respect thereof made by or on behalf of the Underwriter,
(b) delivery of any payment by the Underwriter for the Bonds hereunder, and (c) any termination
of the Bond Purchase Agreement.
7. Binding on Successors and Assigns. This Developer Letter of Representations will
be binding upon the Developer and its successors and assigns and inure solely to the benefit of the
Underwriter and the City, and no other person or firm or entity will acquire or have any right under
or by virtue of this Developer Letter of Representations.
Signature page follows.
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4161-4060-5001.4
AnaCapri Laguna Azure LLC,
a Wyoming limited liability company
By: _____________________________________
Name: ___________________________________
Title: ____________________________________
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4161-4060-5001.4
APPENDIX B
ISSUE PRICE CERTIFICATE
The undersigned, as the duly authorized representative of FMSbonds, Inc. (the
“Purchaser”), with respect to the Special Assessment Revenue Bonds, Series 2023 (AnaCapri
Public Improvement District Improvement Area #1 Project) issued by the City of Anna, Texas (the
“Issuer”) in the principal amount of $20,343,000 (the “Bonds”), hereby certifies, based on its
records and information, as follows:
(a) [Other than the Bonds maturing in ____________ (“Hold-the-Price Maturities”),
the] [The] first price at which at least ten percent (“Substantial Amount”) of the principal amount
of each maturity of the Bonds having the same credit and payment terms (a “Maturity”) was sold
to a person (including an individual, trust, estate, partnership, association, company, or
corporation) other than the Underwriter (the “Public”) is set forth in the final Limited Offering
Memorandum relating to the Bonds.
(Add (b) and (c) only if there are Hold-the-Price maturities)
(b) On or before the first day on which the Bond Purchase Agreement is entered into
(the “Sale Date”), the Purchaser offered to the Public each Maturity of the Hold-the-Price
Maturities at their respective initial offering prices (the “Initial Offering Prices”), as listed in the
final Limited Offering Memorandum relating to the Bonds.
(c) As set forth in the Bond Purchase Agreement, the Purchaser agreed in writing to
neither offer nor sell any of the Hold-the-Price Maturities to any person at any higher price than
the respective Initial Offering Price for such Maturity until a date that is the earlier of the close of
the fifth business day after the Sale Date or the date on which the Purchaser sells a Substantial
Amount of a Maturity of the Bonds to the Public at no higher price than the Initial Offering Price
for such Maturity.
A copy of the pricing wire or equivalent communication for the Bonds is attached to this
Certificate as Schedule A.
For purposes of this Issue Price Certificate, the term “Underwriter” means (1) (i) a person
that agrees pursuant to a written contract with the Issuer to participate in the initial sale of the
Bonds to the Public, or (ii) any person that agrees pursuant to a written contract directly or
indirectly with a person described in clause (1)(i) of this paragraph (including a member of a selling
group or a party to a retail distribution agreement participating in the initial sale of the Bonds to
the Public) to participate in the initial sale of the Bonds to the Public, and (2) any person who has
more than 50% common ownership, directly or indirectly, with a person described in clause (1) of
this paragraph.
[Signature Page Follows]
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4161-4060-5001.4
EXECUTED as of this _______ day of _____________, 2023.
FMSBONDS, INC.,
as Underwriter
By: ________________________
Name: Theodore A. Swinarski
Title: Senior Vice President – Trading
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4161-4060-5001.4
SCHEDULE A
PRICING WIRE OR EQUIVALENT COMMUNICATION
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4161-4060-5001.4
APPENDIX C
[LETTERHEAD OF WOLFE, TIDWELL & MCCOY LLP]
October 31, 2023
FMSbonds, Inc.
5 Cowboys Way, Suite 300-25
Frisco, Texas 75034
City of Anna, Texas
120 W. 7th Street
Anna, Texas 75409
Regions Bank
3773 Richmond Ave., Suite 1100
Houston, Texas 77046
$20,343,000
CITY OF ANNA, TEXAS,
SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2023
(ANACAPRI PUBLIC IMPROVEMENT DISTRICT
IMPROVEMENT AREA #1 PROJECT)
Ladies and Gentlemen:
The undersigned serves as the City Attorney for the City of Anna, Texas (the “City”), and
has, in that capacity, provided legal review in connection with the issuance and sale of $20,343,000
“City of Anna, Texas, Special Assessment Revenue Bonds, Series 2023 (AnaCapri Public
Improvement District Improvement Area #1 Project)” (the “Bonds”), by the City, a political
subdivision of the State of Texas.
The Bonds are authorized pursuant to an ordinance enacted by the City Council of the City
(the “City Council”) on October 10, 2023 (the “Bond Ordinance”) and shall be issued pursuant to
the provisions of the Public Improvement District Assessment Act, Subchapter A of Chapter 372,
Texas Local Government Code, as amended (the “Act”), and the Indenture of Trust, dated as of
October 31, 2023 (the “Indenture”), by and between the City and Regions Bank, as trustee (the
“Trustee”). Capitalized terms not defined herein shall have the same meanings as in the Indenture,
unless otherwise stated herein.
In connection with rendering this opinion, we have reviewed:
(a) The Resolution No. 2022-04-1140 (the “Creation Resolution”) enacted by the City
Council on April 12, 2022;
(b) The Ordinance No. 2023-__ accepted and approved by City Council on October
10, 2023 (the “Assessment Ordinance”), and the amended and restated service and assessment plan
(the “Service and Assessment Plan”) attached as an exhibit thereto, as such Service and
Assessment Plan was updated by the Bond Ordinance;
(c) The Bond Ordinance;
(d) The Indenture;
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4161-4060-5001.4
(e) the Improvement Area #1 Reimbursement Agreement AnaCapri Public
Improvement District, effective as of April 11, 2023 (the “Reimbursement Agreement”), executed
and delivered by the City and AnaCapri Laguna Azure, LLC, a Wyoming limited liability company
(the “Developer”);
(f) the AnaCapri Development Agreement, effective as of October 18, 2021, executed
and delivered by the City and the Developer (the “Development Agreement”); and
(g) the Continuing Disclosure Agreement of Issuer with respect to the Bonds, dated as
of October 1, 2023 (the “Continuing Disclosure Agreement of Issuer”), executed and delivered by
the City, P3Works, LLC, as PID Administrator, and Regions Bank, as Dissemination Agent.
The Creation Resolution, the Assessment Ordinance, and Bond Ordinance shall hereinafter
be referred to as the “Authorizing Documents” and the remaining documents shall hereinafter be
collectively referred to as the “City Documents.”
In all such examinations, we have assumed that all signatures on documents and
instruments executed by the City are genuine and that all documents submitted to me as copies
conform to the originals. In addition, for purposes of this opinion, we have assumed the due
authorization, execution, and delivery of the City Documents by all parties other than the City.
Based upon and subject to the foregoing and the additional qualifications and assumptions
set forth herein, we are of the opinion that:
1. The City is a home rule municipal corporation of the State of Texas and has all
necessary power and authority to enter into and perform its obligations under the Authorizing
Documents and the City Documents. The City has taken or obtained all actions, approvals,
consents, and authorizations required of it by applicable laws in connection with the execution of
the Authorizing Documents and the City Documents and the performance of its obligations
thereunder.
2. To the best of our knowledge, there is no action, suit, proceeding, inquiry or
investigation at law or in equity, before or by any court, public board or body, pending, or
threatened against the City: (a) affecting the existence of the City or the titles of its officers to their
respective offices; (b) in any way questioning the formation or existence of AnaCapri Public
Improvement District (the “District”); (c) affecting, contesting or seeking to prohibit, restrain or
enjoin the delivery of any of the Bonds, or the payment, collection or application of any amounts
pledged or to be pledged to pay the principal of and interest on the Bonds, including the
Assessments in the District pursuant to the provisions of the Assessment Ordinance and the Service
and Assessment Plan referenced therein; (d) contesting or affecting the validity or enforceability
or the City’s performance of the City Documents; (e) contesting the exclusion of the interest on
the Bonds from federal income taxation; or (f) which may result in any material adverse change
relating to the financial condition of the City.
3. The Authorizing Documents were duly enacted by the City and remain in full force
and effect on the date hereof.
4. The City Documents have been duly authorized, executed and delivered by the City
and remain legal, valid, and binding obligations of the City enforceable against the City in
accordance with their terms. However, the enforceability of the obligations of the City under such
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4161-4060-5001.4
City Documents may be limited or otherwise affected by (a) bankruptcy, insolvency,
reorganization, moratorium, and other laws affecting the rights of creditors generally,
(b) principles of equity, whether considered at law or in equity, and (c) the application of Texas
law relating to action by future councils and relating to governmental immunity applicable to
governmental entities.
5. The performance by the City of the obligations under the Authorizing Documents
and the City Documents will not violate any provision of any Federal or Texas constitutional or
statutory provision.
6. No further consent, approval, authorization, or order of any court or governmental
agency or body or official is required to be obtained by the City as a condition precedent to the
performance by the City of its obligations under the Authorizing Documents and the City
Documents.
7. The City has duly authorized and delivered the Preliminary Limited Offering
Memorandum.
8. Based upon our limited participation in the preparation of the Preliminary Limited
Offering Memorandum and the Limited Offering Memorandum (collectively, the “Limited
Offering Memorandum”), the statements and information contained in the Limited Offering
Memorandum with respect to the City under the captions and subcaptions “ASSESSMENT
PROCEDURES – Assessment Methodology” and “– Assessment Amounts,” “THE CITY,” “THE
DISTRICT,” and “LEGAL MATTERS – Litigation – The City” are fair and accurate summaries
of the law and the documents and facts summarized therein.
9. The adoption of the Authorizing Documents, the execution and delivery of the City
Documents and the compliance with the provisions of the Authorizing Documents and the City
Documents under the circumstances contemplated thereby, to the best of our knowledge: (a) do
not and will not in any material respect conflict with or constitute on the part of the City a breach
of or default under any agreement to which the City is a party or by which it is bound, and (b) do
not and will not in any material respect conflict with or constitute on the part of the City a violation,
breach of or default under any existing law, regulation, court order or consent decree to which the
City is subject.
This opinion may not be relied upon by any other person except those specifically
addressed in this letter.
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APPENDIX D
C OATS R OSE
A PROFESSIONAL CORPORATION
October 31, 2023
City of Anna, Texas
120 W. 7th Street
Anna, Texas 75409
FMSbonds, Inc.
5 Cowboys Way, Suite 300-25
Frisco, Texas 75034
McCall, Parkhurst & Horton L.L.P.
717 North Harwood, Suite 900
Dallas, Texas 75201
Regions Bank
3773 Richmond Ave., Suite 1100
Houston, Texas 77046
$20,343,000
CITY OF ANNA, TEXAS,
SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2023
(ANACAPRI PUBLIC IMPROVEMENT DISTRICT
IMPROVEMENT AREA #1 PROJECT)
Ladies and Gentlemen:
In our capacity as counsel to AnaCapri Laguna Azure, LLC, a Wyoming limited liability
company (the “Developer”), and for purposes of rendering the opinions set forth herein, we have
examined originals or copies, certified or otherwise identified to our satisfaction, of:
(a) The following documents (collectively, the “Material Documents”):
(1) The Developer Letter of Representations executed by the Developer dated
October 10, 2023;
(2) the Improvement Area #1 Reimbursement Agreement AnaCapri Public
Improvement District, effective as of April 11, 2023, executed and
delivered by the City and the Developer;
(3) the AnaCapri Development Agreement, effective as of October 18, 2021,
executed and delivered by the City and the Developer; and
(4) Landowner Consent Certificate dated October 10, 2023;
(5) The Continuing Disclosure Agreement of Developer with respect to the
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4161-4060-5001.4
Bonds, dated as of October 1, 2023 (the “Continuing Disclosure Agreement
of Developer”), executed and delivered by the Developer, P3Works, LLC,
as PID Administrator, and Regions Bank, as Dissemination Agent.
(6) The Preliminary Limited Offering Memorandum, dated September 21,
2023, relating to the issuance of the Bonds (the “Preliminary Limited
Offering Memorandum”);
(7) The final Limited Offering Memorandum, dated October 10, 2023, relating
to the issuance of the Bonds (together with the Preliminary Limited Offering
Memorandum, the “Limited Offering Memorandum”); and
(8) the General Certificate of the Developer and the Developer Closing
Certificate, each dated as of the date hereof (together, the “Developer
Certificate”).
Opinions and Assurances
Based solely upon the foregoing, and subject to the assumptions and limitations set forth herein,
we are of the opinion that:
1. The Developer is qualified to transact business as limited partnership in the State of Texas.
2. The Developer has the power and authority to execute and deliver the Material Documents
to which it is a party and to perform its obligations thereunder.
3. The execution and delivery by the Developer of the Material Documents to which it is a
party, and the performance by the Developer of its obligations under such Material
Documents, have been duly authorized by all necessary limited liability company action of
the Developer.
4. The execution and delivery by the Developer of the Material Documents to which it is a
party and the performance of the obligations of the Developer thereunder do not (i) violate
any of the terms, conditions, or provisions of the Developer Organizational Documents;
(ii) violate any applicable law; or (iii) conflict with or result in the breach of any court
decree or order of any governmental body identified in the Developer Certificate or
otherwise actually known to the lawyers who have provided substantive attention to the
representation reflected in this opinion binding upon or affecting the Developer, the
conflict with which or breach of which would have a material, adverse effect on the ability
of the Developer to perform its respective obligations under the Material Documents to
which it is a party.
5. No governmental approval which has not been obtained or taken is required to be obtained
or taken by the Developer on or before the date hereof as a condition to the performance
by the Developer of its respective obligations under the Material Documents to which it is
a party, except for governmental approvals that may be required to comply with certain
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4161-4060-5001.4
covenants contained in the Material Documents (including, without limitation, covenants
to comply with applicable laws).
6. There are no actions, suits or proceedings pending or, to our knowledge, threatened against
the Developer identified in the Developer Certificate, or otherwise actually known to the
lawyers who have provided substantive attention to the representation reflected in this
opinion in any court of law or equity, or before or by any governmental instrumentality
with respect to: (i) its organization or existence or qualification to do business in the State
of Texas; (ii) its authority to execute or deliver the Material Documents to which it is a
party; (iii) the titles of the parties executing the Material Documents; (iv) the execution,
delivery, validity or enforceability of the Material Documents on behalf of the Developer;
(v) the operations or financial condition of the Developer that would materially adversely
affect those operations or the financial condition of the Developer; or (vi) the acquisition
and construction of the property and improvements identified in the Limited Offering
Memorandum the cost of which is to be funded or reimbursed, in whole or in part, by
proceeds of the Bonds; or with respect to the validity or enforceability against it of such
Material Documents or the transactions described therein.
7. The Developer has duly executed and delivered each of the Material Documents to which
it is a party, and each of the Material Documents constitute the legal, valid, and binding
obligations of the Developer, enforceable against the Developer in accordance with their
respective terms, subject to the following qualifications: (i) the effect of applicable
bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the
rights of creditors generally, and (ii) the effect of the exercise of judicial discretion in
accordance with general principles of equity (whether applied by a court of law or of
equity), and (iii) the effect that enforceability of the indemnification provisions therein may
be limited, in whole or in part. The execution, delivery, and performance by the Developer
of its respective obligations under the Material Documents do not violate any existing laws
of the State of Texas applicable to the Developer.
8. The execution and delivery of the Material Documents do not, and the transactions
described therein may be consummated and the terms and conditions thereof may be
observed and performed in a manner that does not, conflict with or constitute a breach of
or default under any loan agreement, indenture, bond note, resolution, agreement or other
instrument to which the Developer is a party or is otherwise subject and which have been
identified in the Developer Certificate, which violation, breach or default would materially
adversely affect the Developer or its performance of its respective obligations under the
transactions described in the Material Documents; nor will any such execution, delivery,
adoption, fulfillment, or compliance result in the creation or imposition of any lien, charge,
or other security interest or encumbrance of any nature whatsoever upon any of the property
or assets of the Developer, except as expressly described in the Material Documents (a)
under applicable law or (b) under any such loan agreement, indenture, bond note,
resolution, agreement, or other instrument.
9. The information set forth in the Limited Offering Memorandum in the maps on pages (ii),
(iii), and (iv) and under the captions “PLAN OF FINANCE” (except for the subcaption “–
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4161-4060-5001.4
The Bonds”), “THE IMPROVEMENT AREA #1 IMPROVEMENTS,” “THE
DEVELOPMENT,” “THE DEVELOPER AND THE HOMEBUILDER,”
“BONDHOLDERS’ RISKS” (only as it pertains to the Developer, the Homebuilder; any
affiliates of the foregoing, the Improvement Area #1 Improvements, and the Development
(as defined in the Limited Offering Memorandum)),” “LEGAL MATTERS – Litigation –
The Developer,” and “CONTINUING DISCLOSURE – The Developer” and “– The
Developer’s Compliance with Prior Undertakings” adequately and fairly describes the
information summarized on such pages and under such captions and are correct as to
matters of law.
Subject to the below qualifications and based upon our participation in the preparation of
the Limited Offering Memorandum and our participation at conferences with representatives of
the Underwriter and its counsel, of the City and its counsel, and with representatives of the
Developer at which the Limited Offering Memorandum and related matters were discussed, and
although we have not independently verified the information in the Limited Offering
Memorandum and are not passing upon and do not assume any responsibility for the accuracy,
completeness or fairness of the statements contained in the Limited Offering Memorandum and
any amendment or supplement thereto, no facts have come to our attention that lead us to believe
that the information set forth under the captions referenced in the preceding paragraph as of the
date of the Limited Offering Memorandum and the date hereof, contained or contains any untrue
statement of a material fact, or omitted or omits to state any material fact required to be stated
therein or necessary to make the statements therein, in the light of the circumstances under which
they were made, not misleading.
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4161-4060-5001.4
EXHIBIT E
CLOSING CERTIFICATE OF DEVELOPER
AnaCapri Laguna Azure, LLC, a Wyoming limited liability company (the “Developer”),
DOES HEREBY CERTIFY the following as of the date hereof. All capitalized terms not
otherwise defined herein shall have the meaning given to such term in the Limited Offering
Memorandum.
1. The Developer is a Wyoming limited liability company organized, validly existing
and in good standing under the laws of the State of Wyoming and is authorized to do business in
the State of Texas.
2. Representatives of the Developer have provided information to the City of Anna,
Texas (the “City”) and FMSbonds, Inc. (the “Underwriter”) to be used in connection with the
offering by the City of its $20,343,000 aggregate principal amount of Special Assessment Revenue
Bonds, Series 2023 (AnaCapri Public Improvement District Improvement Area #1 Project) (the
“Bonds”), pursuant to the Preliminary Limited Offering Memorandum, dated September 21, 2023
(the “Preliminary Limited Offering Memorandum”), and Limited Offering Memorandum dated
October 10, 2023 (the “Limited Offering Memorandum”).
3. The Developer has delivered to the Underwriter and the City true, correct, complete
and fully executed copies of the organization documents of the Developer and the formation
documents the Homebuilder; MCI Preferred Income Fund II, LLC, a Delaware limited liability
company; Megatel Capital Investment, LLC, a Delaware limited liability company; AIAM, L.P.,
a Texas limited partnership; ZICM, L.P., a Texas limited partnership; AI GP, LLC, a Texas limited
liability company; ZI GP, LLC, a Texas limited liability company; and such documents have not
been amended or supplemented since delivery to the Underwriter and the City and are in full force
and effect as of the date hereof.
4. For each of the entities identified in paragraph 3, the Developer has delivered to the
Underwriter and the City (i) Certificates of Good Standing from the Secretary of State of each of
such entity’s state of organization, if such state is not Texas; (ii) Certificates of Fact – Status from
the Texas Secretary of State for each such entity (other than MCI Preferred Income Fund II, LLC);
and (iii) Certificates of Account Status from the Texas Comptroller of Public Accounts for each
such entity (other than MCI Preferred Income Fund II, LLC). The Developer has also delivered
to the Underwriter and the City Certificates of Trustees of AI Revocable Trust and ZI Revocable
Trust.
5. The Developer has executed and delivered each of the below listed documents
(individually, a “Developer Document” and collectively, the “Developer Documents”) in the
capacity provided for in each such Developer Document, and each such Developer Document
constitutes a valid and binding obligation of the Developer, enforceable against the Developer in
accordance with its terms:
(a) the Developer Letter of Representations dated October 10, 2023;
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4161-4060-5001.4
(b) the Improvement Area #1 Reimbursement Agreement AnaCapri Public
Improvement District, effective as of April 11, 2023, executed and delivered by the City
and the Developer;
(c) the AnaCapri Development Agreement, effective as of October 18, 2021,
executed and delivered by the City and the Developer; and
(d) the Landowner Consent Certificate executed by the Developer on October
10, 2023 (the “Landowner Certificate”); and
(e) the Continuing Disclosure Agreement of Developer with respect to the
Bonds, dated as of October 1, 2023 (the “Continuing Disclosure Agreement of
Developer”), executed and delivered by the Developer, P3Works, LLC, as PID
Administrator, and Regions Bank, as dissemination agent.
6. The Developer or other development entities affiliated with the Developer owned
all of the Improvement Area #1 Assessed Property (as defined in the Service and Assessment Plan)
located in Improvement Area #1 of the District on the date that the Assessment Ordinance was
adopted and such landowners are not entities that may claim a homestead right under Texas law.
7. The Developer has complied in all material respects with all of the Developer’s
agreements and covenants and satisfied all conditions required to be complied with or satisfied by
the Developer under the Developer Documents on or prior to the date hereof.
8. The representations and warranties of the Developer contained in the Developer
Documents are true and correct in all material respects on and as of the date hereof.
9. The execution and delivery of the Developer Documents by the Developer does not
violate any judgment, order, writ, injunction or decree binding on the Developer or any indenture,
agreement, or other instrument to which the Developer is a party. There are no proceedings
pending or threatened in writing before any court or administrative agency against the Developer
that is either not covered by insurance or which singularly or collectively would have a material,
adverse effect on the ability of the Developer to perform its obligations under the Developer
Documents in all material respects or that would reasonably be expected to prevent or prohibit the
development of the District in accordance with the description thereof in the Limited Offering
Memorandum.
10. The Developer has reviewed and approved the information contained in the
Preliminary Limited Offering Memorandum in all of the maps included therein and under the
captions and subcaptions “PLAN OF FINANCE” (except for the subcaption “– The Bonds”),
“THE IMPROVEMENT AREA #1 IMPROVEMENTS,” “THE DEVELOPMENT” and “THE
DEVELOPER AND THE HOMEBUILDER” and, to the Developer’s knowledge after due
inquiry, under the captions “BONDHOLDERS’ RISKS” (only as it pertains to the Armin
Afzalipour (also known as Zach Ipour), Arash Afzalipour (also known as Aaron Ipour), the
Developer, the Homebuilder, any affiliates of the foregoing, the Improvement Area #1
Improvements, and the Development (as defined in the Limited Offering Memorandum)),
“LEGAL MATTERS – Litigation – The Developer,” “CONTINUING DISCLOSURE – The
Developer” and “– The Developer’s Compliance with Prior Undertakings,” “SOURCES OF
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4161-4060-5001.4
INFORMATION – Source of Certain Information,” “APPENDIX E-2,” “APPENDIX F,” and
“APPENDIX G” (collectively, the “Developer Disclosures”) and certifies that the same does not
contain any untrue statement of a material fact or omit to state a material fact necessary in order
to make the statements made therein, in the light of the circumstances under which they are made,
not misleading, as of the date of the Preliminary Limited Offering Memorandum and as of the date
of the Limited Offering Memorandum; provided, however, that the foregoing certification is not a
certification as to the accuracy, completeness or fairness of any of the other statements contained
in the Preliminary Limited Offering Memorandum or the Limited Offering Memorandum.
11. The Developer has reviewed and approved the information contained in the
Developer Disclosures in the Limited Offering Memorandum and certifies that the same does not
contain any untrue statement of a material fact or omit to state a material fact necessary in order to
make the statements made therein, in the light of the circumstances under which they are made, not
misleading, as of the date of the Limited Offering Memorandum and as of the date hereof; provided,
however, that the foregoing certification is not a certification as to the accuracy, completeness or
fairness of any of the other statements contained in the Limited Offering Memorandum.
12. To the Developer’s knowledge, the Developer is in compliance in all material
respects with all provisions of applicable law relating to the Developer in connection with the
Development. Except as otherwise described in the Limited Offering Memorandum: (a) to the
Developer’s knowledge, there is no default of any zoning condition, land use permit or
development agreement binding upon the Developer or any portion of the Development that would
materially and adversely affect the Developer’s ability to complete or cause to be completed the
development of the property within Improvement Area #1 of the District as described in the
Limited Offering Memorandum; and (b) the Developer has no reason to believe that any additional
permits, consents and licenses required to complete the development of the property within
Improvement Area #1 of the District as and in the manner described in the Limited Offering
Memorandum will not be reasonably obtainable in due course.
13. The Developer is not insolvent and has not made an assignment for the benefit of
creditors, filed, or consented to a petition in bankruptcy, petitioned or applied (or consented to any
third-party petition or application) to any tribunal for the appointment of a custodian, receiver or
any trustee or commenced any proceeding under any bankruptcy, reorganization, arrangement,
readjustment of debt, dissolution or liquidation law or statute of any jurisdiction.
14. The levy of the Assessments on property in Improvement Area #1 of the District
owned by the Developer will not conflict with or constitute a breach of or default under any
agreement, mortgage, deed of trust, indenture, or other instrument to which the Developer is a
party or to which the Developer or any of its property or assets is subject.
15. The Developer is not in default under any mortgage, trust indenture, lease or other
instrument to which it or any of its assets is subject, which default would have a material and
adverse effect on the Bonds or the Developer’s ability to perform its obligations under the
Developer Documents.
16. The Developer has no knowledge of any physical condition of the Development
owned or to be developed by the Developer that currently requires, or currently is reasonably
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4161-4060-5001.4
expected to require in the process of development investigation or remediation under any
applicable federal, state, or local governmental laws or regulations relating to the environment in
any material and adverse respect.
Signature page follows.
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4161-4060-5001.4
Dated: October 31, 2023
DEVELOPER:
AnaCapri Laguna Azure LLC,
a Wyoming limited liability company
By: _____________________________________
Name: ___________________________________
Title: ____________________________________
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APPENDIX F
[LETTERHEAD OF P3WORKS, LLC]
[___________], 2023
City of Anna, Texas
120 W. 7th Street
Anna, Texas 75409
FMSbonds, Inc.
5 Cowboys Way, Suite 300-25
Frisco, Texas 75034
McCall, Parkhurst & Horton L.L.P.
717 North Harwood, Suite 900
Dallas, Texas 75201
Regions Bank
3773 Richmond Ave., Suite 1100
Houston, Texas 77046
Re: City of Anna, Texas, Special Assessment Revenue Bonds, Series 2023 (AnaCapri
Public Improvement District Improvement Area #1 Project) (the “Bonds”)
Ladies and Gentlemen:
The undersigned, ____________, representative of P3Works, LLC (“P3Works”),
consultant in connection with the creation by the City of Anna, Texas (the “City”), of AnaCapri
Public Improvement District (the “District”), does hereby represent the following:
1. P3Works has supplied certain information contained in the Preliminary Limited
Offering Memorandum for the Bonds, dated September 21, 2023, and the final Limited Offering
Memorandum for the Bonds, dated October 10, 2023 (together, the “Limited Offering
Memorandum”), relating to the issuance of the Bonds by the City, as described above. The
information P3Works provided for the Limited Offering Memorandum is located (a) under the
captions “ASSESSMENT PROCEDURES” and “THE ADMINISTRATOR” and (b) in the
Service and Assessment Plan (the “SAP”) for the City located in APPENDIX C to the Limited
Offering Memorandum.
2. At the request of the City, P3Works has prepared the SAP and acknowledges and
agrees that the SAP will be included in the Limited Offering Memorandum for the Bonds.
3. To the best of my professional knowledge and belief, the portions of the Limited
Offering Memorandum described in paragraph 1 above do not contain an untrue statement of a
material fact as to the information and data set forth therein, and does not omit to state a material
fact necessary to make the statements made therein, in the light of the circumstances under which
they were made, not misleading.
4. P3Works agrees to the inclusion of the SAP in the Limited Offering Memorandum
and use of its name in the Limited Offering Memorandum for the Bonds.
5. P3Works agrees that, to the best of its ability, it will inform you immediately should
it learn of any event(s) or information of which you are not aware subsequent to the date of this
letter and prior to the actual time of delivery of the Bonds (anticipated to occur on or about October
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4161-4060-5001.4
31, 2023) which would render any such information in the Limited Offering Memorandum untrue,
incomplete, or incorrect, in a material fact or render any such information materially misleading.
6. The undersigned hereby represents that he or she has been duly authorized to
execute this letter of representation.
Sincerely yours,
P3Works, LLC
By:
Its:
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APPENDIX G
[LETTERHEAD OF INTEGRA REALTY RESOURCES – DALLAS]
[___________], 2023
City of Anna, Texas
120 W. 7th Street
Anna, Texas 75409
FMSbonds, Inc.
5 Cowboys Way, Suite 300-25
Frisco, Texas 75034
McCall, Parkhurst & Horton L.L.P.
717 North Harwood, Suite 900
Dallas, Texas 75201
Regions Bank
3773 Richmond Ave., Suite 1100
Houston, Texas 77046
Re: City of Anna, Texas, Special Assessment Revenue Bonds, Series 2023 (AnaCapri
Public Improvement District Improvement Area #1 Project) (the “Bonds”)
Ladies and Gentlemen:
The undersigned, ____________, representative of Integra Realty Resources – Dallas (the
“Appraiser”), the appraiser of the undeveloped property contained in Improvement Area #1 of
AnaCapri Public Improvement District (the “District”), does hereby represent the following:
1. The Appraiser has supplied certain information contained in the Preliminary
Limited Offering Memorandum for the Bonds, dated September 21, 2023, and the Limited
Offering Memorandum for the Bonds, dated October 10, 2023 (together, the “Limited Offering
Memorandum”), relating to the issuance of the Bonds by the City of Anna, Texas, as described
above. The information provided by the Appraiser for the Limited Offering Memorandum is the
real estate appraisal of Improvement Area #1 of the District (the “Appraisal”), located in
APPENDIX H to the Limited Offering Memorandum, and the description thereof, set forth under
the caption “APPRAISAL.”
2. To the best of my professional knowledge and belief, as of the date of the Appraisal,
the portion of the Limited Offering Memorandum described above does not contain an untrue
statement of a material fact as to the information and data set forth therein, and does not omit to
state a material fact necessary to make the statements made therein, in the light of the
circumstances under which they were made, not misleading.
3. The Appraiser agrees to the inclusion of the Appraisal in the Limited Offering
Memorandum and the use of its name in the Limited Offering Memorandum for the Bonds.
4. The Appraiser agrees that, to the best of its ability, it will inform you immediately
should it learn of any event(s) or information of which you are not aware subsequent to the date
of this letter and prior to the actual time of delivery of the Bonds (anticipated to occur on or about
October 31, 2023) which would render any such information in the Limited Offering
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4161-4060-5001.4
Memorandum untrue, incomplete, or incorrect, in a material fact or render any statement in the
appraisal materially misleading.
5. The undersigned hereby represents that he or she has been duly authorized to
execute this letter of representations.
Sincerely yours,
Integra Realty Resources – Dallas
By:
Its:
C-1
EXHIBIT C
CONTINUING DISCLOSURE AGREEMENT
Draft 07.25.2023
4134-1727-3416.1
CITY OF ANNA, TEXAS,
SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2023
(ANACAPRI PUBLIC IMPROVEMENT DISTRICT IMPROVEMENT AREA #1 PROJECT)
CONTINUING DISCLOSURE AGREEMENT OF ISSUER
This Continuing Disclosure Agreement of Issuer, dated as of October 31, 2023 (this “Disclosure
Agreement”), is executed and delivered by and among the City of Anna, Texas (the “Issuer”), P3Works,
LLC (the “Administrator”), and Regions Bank, acting solely in its capacity as dissemination agent (the
“Dissemination Agent”), with respect to the Issuer’s “Special Assessment Revenue Bonds, Series 2023
(AnaCapri Public Improvement District Improvement Area #1 Project)” (the “Bonds”). The Issuer, the
Administrator, and the Dissemination Agent covenant and agree as follows:
SECTION 1. Purpose of the Disclosure Agreement. This Disclosure Agreement is being
executed and delivered by the Issuer, the Administrator, and the Dissemination Agent for the benefit of
the Owners (defined below) and beneficial owners of the Bonds. Unless and until a different filing
location is designated by the MSRB (defined below) or the SEC (defined below), all filings made by the
Dissemination Agent pursuant to this Disclosure Agreement shall be filed with the MSRB through
EMMA (defined below).
SECTION 2. Definitions. In addition to the definitions set forth above and in the Indenture
of Trust dated as of October 31, 2023, relating to the Bonds (the “Indenture”), which apply to any
capitalized term used in this Disclosure Agreement, including the Exhibits hereto, the following
capitalized terms shall have the following meanings:
“Administrator” shall have the meaning assigned to such term in the Indenture. The initial
Administrator is P3Works, LLC.
“Annual Collection Costs” shall have the meaning assigned to such term in the Indenture.
“Annual Collections Report” shall mean any Annual Collections Report provided by the Issuer
pursuant to, and as described in, Section 5 of this Disclosure Agreement.
“Annual Collections Report Filing Date” shall mean, for each Fiscal Year succeeding the
reporting Fiscal Year, the date that is three (3) months after the Final Assessment Payment Date, which
Annual Collections Report Filing Date is currently April 30.
“Annual Financial Information” shall mean annual financial information as such term is used in
paragraph (b)(5)(i) of the Rule and specified in subsection 4(a) of this Disclosure Agreement.
“Annual Installment” shall have the meaning assigned to such term in the Indenture.
“Annual Issuer Report” shall mean any Annual Issuer Report provided by the Issuer pursuant to,
and as described in, Sections 3 and 4 of this Disclosure Agreement.
“Annual Issuer Report Filing Date” shall mean, for each Fiscal Year, the date that is six (6)
months after the end of the Issuer’s Fiscal Year, which Annual Issuer Report Filing Date is currently
March 31.
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“Annual Service Plan Update” shall have the meaning assigned to such term in the Indenture.
“Assessments” shall have the meaning assigned to such term in the Indenture.
“Business Day” shall have the meaning assigned to such term in the Indenture.
“Collections Reporting Date” shall mean, for each Tax Year, the date that is one (1) month after
the Delinquency Date, which Collections Reporting Date is currently March 1.
“Delinquency Date” shall mean February 1 of the year following the year in which the
Assessments were billed or as may be otherwise defined in Section 31.02 of the Texas Tax Code, as
amended.
“Developer” shall mean AnaCapri Laguna Azure, LLC, a Wyoming limited liability company.
“Disclosure Agreement of Developer” shall mean the Continuing Disclosure Agreement of
Developer related to the Bonds, dated as of October 31, 2023, executed and delivered by the Developer,
the Administrator, and the Dissemination Agent.
“Disclosure Representative” shall mean the Finance Director or City Manager of the Issuer or
his or her designee or such other officer or employee as the Issuer may designate in writing to the
Dissemination Agent from time to time.
“Dissemination Agent” shall mean Regions Bank, acting solely in its capacity as dissemination
agent, or any successor Dissemination Agent designated in writing by the Issuer and which has filed
with the Trustee a written acceptance of such designation.
“District” shall mean the AnaCapri Public Improvement District.
“EMMA” shall mean the Electronic Municipal Market Access System currently available on the
internet at http://emma.msrb.org.
“Final Assessment Payment Date” shall mean the calendar day preceding the Delinquency Date.
“Financial Obligation” shall mean a (a) debt obligation; (b) derivative instrument entered into in
connection with, or pledged as security or a source of payment for, an existing or planned debt
obligation; or (c) guarantee of a debt obligation or any such derivative instrument; provided that
“financial obligation” shall not include municipal securities (as defined in the Securities Exchange Act
of 1934, as amended) as to which a final official statement (as defined in the Rule) has been provided to
the MSRB consistent with the Rule.
“Fiscal Year” shall mean the Issuer’s fiscal year, currently the twelve-month period from
October 1 through September 30.
“Improvement Area #1” shall have the meaning assigned to such term in the Indenture.
“Listed Events” shall mean any of the events listed in subsection 6(a) of this Disclosure
Agreement.
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“MSRB” shall mean the Municipal Securities Rulemaking Board or any other entity designated
or authorized by the SEC to receive continuing disclosure reports pursuant to the Rule.
“Other Obligations” shall have the meaning assigned to such term in the Indenture.
“Outstanding” shall have the meaning assigned to such term in the Indenture.
“Owner” shall have the meaning assigned to such term in the Indenture.
“Participating Underwriter” shall mean FMSbonds, Inc., and its successors and assigns.
“PID Act” shall mean Chapter 372, Texas Local Government Code, as amended.
“Prepayment” shall have the meaning assigned to such term in the Indenture.
“Rule” shall mean Rule 15c2-12 adopted by the SEC under the Securities Exchange Act of 1934,
as the same may be amended from time to time.
“SAP Update” shall have the meaning assigned such term in subsection 4(a)(iii) of this
Disclosure Agreement.
“SEC” shall mean the United States Securities and Exchange Commission.
“Service and Assessment Plan” shall have the meaning assigned to such term in the Indenture.
“Tax Year” means the calendar year, or as may be otherwise defined in Section 1.04 of the Texas
Tax Code, as amended.
“Trustee” shall have the meaning assigned to such term in the Indenture.
SECTION 3. Provision of Annual Issuer Reports.
(a) For each Fiscal Year, commencing with the Fiscal Year ending September 30, 2023, the
Issuer shall cause, pursuant to written direction, and hereby directs the Dissemination Agent to provide
or cause to be provided to the MSRB, in the electronic or other format required by the MSRB, not later
than the Annual Issuer Report Filing Date, an Annual Issuer Report provided to the Dissemination Agent
which is consistent with the requirements of and within the time periods specified in Section 4 of this
Disclosure Agreement. In each case, the Annual Issuer Report may be submitted as a single document
or as separate documents comprising a package and may include by reference other information as
provided in Section 4 of this Disclosure Agreement. If the Issuer’s Fiscal Year changes, it shall file
notice of such change (including the date of the new Fiscal Year) with the MSRB prior to the next Annual
Issuer Report Filing Date. All documents provided to the MSRB shall be accompanied by identifying
information as prescribed by the MSRB.
Not later than ten (10) days prior to the Annual Issuer Report Filing Date, the Issuer shall provide
the Annual Issuer Report to the Dissemination Agent together with written direction to file such Annual
Issuer Report with the MSRB. The Dissemination Agent shall provide such Annual Issuer Report to the
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MSRB not later than ten (10) days from receipt of such Annual Issuer Report from the Issuer, but in no
event later than the Annual Issuer Report Filing Date for such Fiscal Year.
If by the fifth (5th) day before the Annual Issuer Report Filing Date the Dissemination Agent has
not received a copy of the Annual Issuer Report, the Dissemination Agent shall contact the Disclosure
Representative by telephone and in writing (which may be by e-mail) to remind the Issuer of its
undertaking to provide the applicable Annual Issuer Report pursuant to this subsection (a). Upon such
reminder, the Disclosure Representative shall either (i) provide the Dissemination Agent with an
electronic copy of the Annual Issuer Report no later than two (2) Business Days prior to the Annual
Issuer Report Filing Date, or (ii) instruct the Dissemination Agent in writing that the Issuer will not be
able to provide the Annual Issuer Report by the Annual Issuer Report Filing Date, state the date by which
the Annual Issuer Report for such year will be provided, and instruct the Dissemination Agent to
immediately send a notice to the MSRB in substantially the form attached as Exhibit A; provided,
however, that in the event the Disclosure Representative is required to act under either (i) or (ii) described
above, the Dissemination Agent still must file the Annual Issuer Report or the notice of failure to file, as
applicable, to the MSRB no later than the Annual Issuer Report Filing Date; provided further, however,
that in the event the Disclosure Representative fails to act under either (i) or (ii) described above, the
Dissemination Agent shall file a notice of failure to file no later than the last Business Day prior to the
Annual Issuer Report Filing Date.
(b) The Issuer shall or shall cause the Dissemination Agent pursuant to written direction to:
(i) determine the filing address or other filing location of the MSRB each year prior
to filing the Annual Issuer Report; and
(ii) file the Annual Issuer Report containing or incorporating by reference the
information set forth in Section 4 hereof.
(c) If the Issuer has provided the Dissemination Agent with the completed Annual Issuer
Report and the Dissemination Agent has filed such Annual Issuer Report with the MSRB, then the
Dissemination Agent shall file a report with the Issuer certifying that the Annual Issuer Report has been
provided pursuant to this Disclosure Agreement, stating the date it was provided and that it was filed
with the MSRB, which report shall include a filing receipt from the MSRB.
SECTION 4. Content and Timing of Annual Issuer Reports. The Annual Issuer Report for
the Bonds shall contain or incorporate by reference, and the Issuer agrees to provide or cause to be
provided to the Dissemination Agent to file by the Annual Issuer Report Filing Date, the following:
(a) Annual Financial Information. The following Annual Financial Information (any or all
of which may be unaudited):
(i) Tables setting forth the following information, as of the end of such Fiscal Year:
(A) For the Bonds, the maturity date(s), the interest rate(s), the original
aggregate principal amount(s), the principal amount(s) remaining Outstanding, and the
total interest amount due on the aggregate principal amount Outstanding;
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(B) The amounts in the funds and accounts securing the Bonds and a
description of the related investments;
(C) The assets and liabilities of the Trust Estate.
(ii) Financial information and operating data with respect to the Issuer of the general
type and in substantially similar form to that shown in the tables provided under Sections 4(a)(ii)
of Exhibit B attached hereto. Such information shall be provided as of the end of the reporting
Fiscal Year;
(iii) Any updates to the Service and Assessment Plan, including the Annual Service
Plan Update (together, a “SAP Update”);
(iv) A description of any amendment to this Disclosure Agreement and a copy of any
restatements to the Issuer’s audited financial statements during such Fiscal Year.
(b) Audited Financial Statements. The audited financial statements of the Issuer for the most
recently ended Fiscal Year, prepared in accordance with generally accepted accounting principles
applicable from time to time to the Issuer and that have been audited by an independent certified public
accountant, but only if available by the Annual Issuer Report Filing Date. If the audited financial
statements of the Issuer are not available within twelve months after the end of the Fiscal Year, the Issuer
shall provide notice that the audited financial statements are not available, file unaudited financial
statements within such twelve-month period, and file audited financial statements when prepared and
available.
(c) A form for submitting the information described in subsection 4(a) above is attached as
Exhibit B hereto. Any or all of the items listed above may be included by specific reference to other
documents, including disclosure documents of debt issues of the Issuer, which have been submitted to
and are publicly accessible from the MSRB. If the document included by reference is a final offering
document, it must be available from the MSRB. The Issuer shall clearly identify each such other
document so included by reference.
The Administrator, and if no Administrator is designated, Issuer’s staff, shall prepare the Annual
Financial Information. In all cases, the Issuer shall have the sole responsibility for the content, design,
and other elements comprising substantive contents of the Annual Issuer Reports under this Section 4.
SECTION 5. Annual Collections Report.
(a) For each Fiscal Year succeeding the reporting Fiscal Year, the Issuer shall cause, pursuant
to written direction, and hereby directs the Dissemination Agent to provide or cause to be provided to
the MSRB, in the electronic or other format required by the MSRB, not later than the Annual Collections
Report Filing Date, an Annual Collections Report provided to the Dissemination Agent which complies
with the requirements specified in this Section 5; provided that the Issuer may provide the Annual
Collections Report as part of the Annual Issuer Report, if such Annual Collections Report is available
when the Annual Issuer Report is provided to the MSRB. All documents provided to the MSRB shall be
accompanied by identifying information as prescribed by the MSRB.
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Not later than ten (10) days prior to the Annual Collections Report Filing Date, the Issuer shall
provide the Annual Collections Report to the Dissemination Agent together with written direction to file
such Annual Collections Report with the MSRB. The Dissemination Agent shall provide such Annual
Collections Report to the MSRB not later than ten (10) days from receipt of such Annual Collections
Report from the Issuer, but in no event later than the Annual Collections Report Filing Date.
If by the fifth (5th) day before the Annual Collections Report Filing Date the Dissemination Agent
has not received a copy of the Annual Collections Report, the Dissemination Agent shall contact the
Disclosure Representative in writing (which may be by e-mail) to remind the Issuer of its undertaking
to provide the applicable Annual Collections Report pursuant to this subsection (a). Upon such reminder,
the Disclosure Representative shall either (i) provide the Dissemination Agent with an electronic copy
of the Annual Collections Report no later than two (2) Business Days prior to the Annual Collections
Report Filing Date, or (ii) instruct the Dissemination Agent in writing that the Issuer will not be able to
provide the Annual Collections Report by the Annual Collections Report Filing Date, state the date by
which the Annual Collections Report for such year will be provided, and instruct the Dissemination
Agent to immediately send a notice to the MSRB in substantially the form attached as Exhibit A hereto;
provided, however, that in the event the Disclosure Representative is required to act under either (i) or
(ii) described above, the Dissemination Agent still must file the Annual Collections Report or the notice
of failure to file, as applicable, to the MSRB no later than the Annual Collections Report Filing Date;
provided further, however, that in the event the Disclosure Representative fails to act under either (i) or
(ii) described above, the Dissemination Agent shall file a notice of failure to file no later than the last
Business Day prior to the Annual Collections Report Filing Date.
(b) The Annual Collections Report for the Bonds shall contain, and the Issuer agrees to
provide or cause to be provided to the Dissemination Agent to file by the Annual Collections Report
Filing Date, certain financial information and operating data with respect to collection of the
Assessments of the general type and in substantially similar form to that shown in the tables provided in
Exhibit C attached hereto. Such information shall cover the period beginning the first (1st) day of the
Fiscal Year succeeding the reporting Fiscal Year through the Collections Reporting Date. If the State
Legislature amends the definition of Delinquency Date or Tax Year, the City shall file notice of such
change or changes with the MSRB prior to the next Annual Collections Report Filing Date. The
Administrator, and if no Administrator is designated, Issuer’s staff, shall prepare the Annual Collections
Report. In all cases, the Issuer shall have the sole responsibility for the content, design, and other
elements comprising substantive contents of the Annual Collections Report under this Section 5.
SECTION 6. Reporting of Significant Events.
(a) Pursuant to the provisions of this Section 6, each of the following is a Listed Event with
respect to the Bonds:
1. Principal and interest payment delinquencies.
2. Non-payment related defaults, if material.
3. Unscheduled draws on debt service reserves reflecting financial difficulties.
4. Unscheduled draws on credit enhancements reflecting financial difficulties.
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5. Substitution of credit or liquidity providers, or their failure to perform.
6. Adverse tax opinions, the issuance by the IRS of proposed or final determinations of
taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices or
determinations with respect to the tax status of the Bonds, or other material events affecting the
tax status of the Bonds.
7. Modifications to rights of Owners, if material.
8. Bond calls, if material, and tender offers.
9. Defeasances.
10. Release, substitution, or sale of property securing repayment of the bonds, if material.
11. Rating changes.
12. Bankruptcy, insolvency, receivership or similar event of the Issuer.
13. The consummation of a merger, consolidation, or acquisition of the Issuer, or the sale
of all or substantially all of the assets of the Issuer, other than in the ordinary course of business,
the entry into a definitive agreement to undertake such an action or the termination of a definitive
agreement relating to any such actions, other than pursuant to its terms, if material.
14. Appointment of a successor or additional trustee under the Indenture or the change of
name of a trustee, if material.
15. Incurrence of a Financial Obligation of the Issuer, if material, or agreement to
covenants, events of default, remedies, priority rights, or other similar terms of a Financial
Obligation of the Issuer, any of which affect security holders, if material.
16. Default, event of acceleration, termination event, modification of terms, or other
similar events under the terms of a Financial Obligation of the Issuer, any of which reflect
financial difficulties.
Any sale by the Developer of real property within Improvement Area #1 in the ordinary course
of the Developer’s business will not constitute a Listed Event for the purposes of paragraph (10) above.
For these purposes, any event described in paragraph (12) above is considered to occur when any
of the following occur: the appointment of a receiver, fiscal agent, or similar officer for the Issuer in a
proceeding under the United States Bankruptcy Code or in any other proceeding under state or federal
law in which a court or governmental authority has assumed jurisdiction over substantially all of the
assets or business of the Issuer, or if such jurisdiction has been assumed by leaving the existing governing
body and officials or officers in possession but subject to the supervision and orders of a court or
governmental authority, or the entry of an order confirming a plan of reorganization, arrangement, or
liquidation by a court or governmental authority having supervision or jurisdiction over substantially all
of the assets or business of the Issuer.
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The Issuer intends the words used in paragraphs (15) and (16) above and the definition of
Financial Obligation to have the same meanings as when they are used in the Rule, as evidenced by SEC
Release No. 34-83885, dated August 20, 2018. For the avoidance of doubt, the incurrence of Other
Obligations without the filing of a corresponding official statement with the MSRB will constitute the
incurrence of a material Financial Obligation for which a notice of a Listed Event in accordance with
this Section 6 must be filed with the MSRB.
Upon the occurrence of a Listed Event, the Issuer shall promptly notify the Dissemination Agent
in writing and the Issuer shall direct the Dissemination Agent to file a notice of such occurrence with the
MSRB. The Dissemination Agent shall file such notice no later than the Business Day immediately
following the day on which it receives written notice of such occurrence from the Issuer. Any such
notice is required to be filed within ten (10) Business Days of the occurrence of such Listed Event.
Any notice under the preceding paragraphs shall be accompanied with the text of the disclosure
that the Issuer desires to make, the written authorization of the Issuer for the Dissemination Agent to
disseminate such information as provided herein, and the date the Issuer desires for the Dissemination
Agent to disseminate the information.
In all cases, the Issuer shall have the sole responsibility for the content, design and other elements
comprising substantive contents of all disclosures made under this Section 6. In addition, the Issuer shall
have the sole responsibility to ensure that any notice required to be filed under this Section 6 is filed
within ten (10) Business Days of the occurrence of the Listed Event.
(b) The Dissemination Agent shall, promptly, and not more than five (5) Business Days of
obtaining actual knowledge of the occurrence of any Listed Event with respect to the Bonds, notify the
Disclosure Representative in writing of such Listed Event. The Dissemination Agent shall not be
required to file a notice of the occurrence of such Listed Event with the MSRB unless and until it receives
written instructions from the Disclosure Representative to do so. If the Dissemination Agent has been
instructed in writing by the Disclosure Representative on behalf of the Issuer to report the occurrence of
a Listed Event under this subsection (b), the Dissemination Agent shall file a notice of such occurrence
with the MSRB no later than two (2) Business Days following the day on which it receives such written
instructions. It is agreed and understood that the duty to make or cause to be made the disclosures herein
is that of the Issuer and not that of the Dissemination Agent. It is agreed and understood that the
Dissemination Agent has agreed to give the foregoing notice to the Issuer as an accommodation to assist
it in monitoring the occurrence of such event, but is under no obligation to investigate whether any such
event has occurred. As used above, “actual knowledge” means the actual fact or statement of knowing,
without a duty to make any investigation with respect thereto. In no event shall the Dissemination Agent
be liable in damages or in tort to the Issuer, the Participating Underwriter, the Trustee, or any Owner or
beneficial owner of any interests in the Bonds as a result of its failure to give the foregoing notice or to
give such notice in a timely fashion.
(c) If in response to a notice from the Dissemination Agent under subsection (b), the Issuer
determines that the Listed Event under number 2, 7, 8 (as to bond calls only), 10, 13, 14, or 15 of
subparagraph (a) above is not material under applicable federal securities laws, the Issuer shall promptly,
but in no case more than five (5) Business Days after the occurrence of the event, notify the
Dissemination Agent and the Trustee (if the Dissemination Agent is not the Trustee) in writing and
instruct the Dissemination Agent not to report the occurrence pursuant to subsection (b).
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SECTION 7. Termination of Reporting Obligations. The obligations of the Issuer, the
Administrator, and the Dissemination Agent under this Disclosure Agreement shall terminate upon the
legal defeasance, prior redemption or payment in full of all of the Bonds, when the Issuer is no longer
an obligated person with respect to the Bonds, or upon delivery by the Disclosure Representative to the
Dissemination Agent and the Administrator of an opinion of nationally recognized bond counsel to the
effect that continuing disclosure is no longer required. So long as any of the Bonds remain Outstanding,
the Administrator and the Dissemination Agent may assume that the Issuer is an obligated person with
respect to the Bonds until they receive written notice from the Disclosure Representative stating that the
Issuer is no longer an obligated person with respect to the Bonds, and the Dissemination Agent and the
Administrator may conclusively rely upon such written notice with no duty to make investigation or
inquiry into any statements contained or matters referred to in such written notice. If such termination
occurs prior to the final maturity of the Bonds, the Issuer shall give notice of such termination in the
same manner as for a Listed Event with respect to the Bonds under Section 6(a).
SECTION 8. Dissemination Agent. The Issuer may, from time to time, appoint or engage
a Dissemination Agent or successor Dissemination Agent to assist it in carrying out its obligations under
this Disclosure Agreement, and may discharge such Dissemination Agent, with or without appointing a
successor Dissemination Agent. If the Issuer discharges the Dissemination Agent without appointing a
successor Dissemination Agent, the Issuer shall use best efforts to appoint a successor Dissemination
Agent within 30 days of such discharge. If at any time there is not any other designated Dissemination
Agent, the Issuer shall be the Dissemination Agent.
SECTION 9. Amendment; Waiver. Notwithstanding any other provisions of this
Disclosure Agreement, the Issuer, the Administrator, and the Dissemination Agent may amend this
Disclosure Agreement (and the Dissemination Agent shall not unreasonably withhold its consent to any
amendment so requested in writing by the Issuer or the Administrator), and any provision of this
Disclosure Agreement may be waived, provided that the following conditions are satisfied:
(a) If the amendment or waiver relates to the provisions of Sections 3(a), 4, 5, or 6(a), it may
only be made in connection with a change in circumstances that arises from a change in legal
requirements, change in law, or change in the identity, nature or status of an obligated person with respect
to the Bonds, or the type of business conducted;
(b) The undertaking, as amended or taking into account such waiver, would, in the opinion
of nationally recognized bond counsel, have complied with the requirements of the Rule at the time of
the delivery of the Bonds, after taking into account any amendments or interpretations of the Rule, as
well as any change in circumstances; and
(c) The amendment or waiver either (i) is approved by the Owners of the Bonds in the same
manner as provided in the Indenture for amendments to the Indenture with the consent of Owners, or
(ii) does not, in the opinion of nationally recognized bond counsel, materially impair the interests of the
Owners or beneficial owners of the Bonds.
In the event of any amendment or waiver of a provision of this Disclosure Agreement, the Issuer
shall describe such amendment in the next related Annual Financial Information, and shall include, as
applicable, a narrative explanation of the reason for the amendment or waiver and its impact on the type
(or in the case of a change of accounting principles, on the presentation) of financial information or
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4134-1727-3416.1
operating data being presented by the Issuer. In addition, if the amendment relates to the accounting
principles to be followed in preparing financial statements, (i) notice of such change shall be given in
the same manner as for a Listed Event under Section 6(a), and (ii) the Annual Financial Information for
the year in which the change is made should present a comparison (in narrative form and also, if feasible,
in quantitative form) between the financial statements as prepared on the basis of the new accounting
principles and those prepared on the basis of the former accounting principles. No amendment which
adversely affects the Dissemination Agent may be made without its prior written consent (which consent
will not be unreasonably withheld or delayed).
SECTION 10. Additional Information. Nothing in this Disclosure Agreement shall be
deemed to prevent the Issuer from disseminating any other information, using the means of
dissemination set forth in this Disclosure Agreement or any other means of communication, or including
any other information in any Annual Issuer Report, Annual Collections Report, or notice of occurrence
of a Listed Event, in addition to that which is required by this Disclosure Agreement. If the Issuer
chooses to include any information in any Annual Issuer Report, Annual Collections Report, or notice
of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure
Agreement, the Issuer shall have no obligation under this Disclosure Agreement to update such
information or include it in any future Annual Issuer Report, Annual Collections Report, or notice of
occurrence of a Listed Event.
SECTION 11. Default. In the event of a failure of the Issuer to comply with any provision
of this Disclosure Agreement, the Dissemination Agent or any Owner or beneficial owner of the Bonds
may, and the Trustee (at the written request of any Participating Underwriter or the Owners of at least
twenty-five percent (25%) aggregate principal amount of Outstanding Bonds and upon being
indemnified to its satisfaction) shall, take such actions as may be necessary and appropriate to cause the
Issuer to comply with its obligations under this Disclosure Agreement. A default under this Disclosure
Agreement shall not be deemed an Event of Default under the Indenture with respect to the Bonds, and
the sole remedy under this Disclosure Agreement in the event of any failure of the Issuer to comply with
this Disclosure Agreement shall be an action for mandamus or specific performance. A default under
this Disclosure Agreement shall not be deemed a default under the Disclosure Agreement of Developer
and a default under the Disclosure Agreement of Developer shall not be deemed a default under this
Disclosure Agreement.
SECTION 12. Duties, Immunities and Liabilities of Dissemination Agent and Administrator.
(a) The Dissemination Agent shall not have any duty with respect to the content of any
disclosures made pursuant to the terms hereof. The Dissemination Agent shall have only such duties as
are specifically set forth in this Disclosure Agreement, and no implied covenants shall be read into this
Disclosure Agreement with respect to the Dissemination Agent. To the extent permitted by law, the
Issuer agrees to indemnify and hold harmless the Dissemination Agent, its officers, directors, employees
and agents, but only from Annual Collection Costs collected from the property owners in Improvement
Area #1, against any loss, expense and liabilities which it may incur arising out of or in the exercise or
performance of its powers and duties hereunder, including the costs and expenses (including attorneys’
fees) of defending against any claim of liability, but excluding liabilities due to the Dissemination
Agent’s negligence or willful misconduct; provided, however, that nothing herein shall be construed to
require the Issuer to indemnify the Dissemination Agent for losses, expenses or liabilities arising from
information provided to the Dissemination Agent by the Developer or the failure of the Developer to
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provide information to the Dissemination Agent as and when required under the Disclosure Agreement
of Developer. The obligations of the Issuer under this Section shall survive resignation or removal of the
Dissemination Agent and payment in full of the Bonds. Nothing in this Disclosure Agreement shall be
construed to mean or to imply that the Dissemination Agent is an “obligated person” under the Rule. If
the Issuer does not provide the Dissemination Agent with the Annual Issuer Report in accordance with
subsection 3(a) or the Annual Collections Report in accordance with subsection 5(a), the Dissemination
Agent shall not be responsible for the failure to submit an Annual Issuer Report or an Annual Collections
Report, as applicable, to the MSRB. The Dissemination Agent is not acting in a fiduciary capacity in
connection with the performance of its respective obligations hereunder.
The Dissemination Agent may, from time to time, consult with legal counsel of its own choosing
in the event of any disagreement or controversy, or question or doubt as to the construction of any of the
provisions hereof or their respective duties hereunder, and the Dissemination Agent shall not incur any
liability and shall be fully protected in acting in good faith upon the advice of such legal counsel.
(b) The Administrator shall not have any duty with respect to the content of any disclosures
made pursuant to the terms hereof. The Administrator shall have only such duties as are specifically set
forth in this Disclosure Agreement, and no implied covenants shall be read into this Disclosure
Agreement with respect to the Administrator. To the extent permitted by law, the Issuer agrees to hold
harmless the Administrator, its officers, directors, employees and agents, but only from Annual
Collection Costs collected from the property owners in Improvement Area #1, against any loss, expense
and liabilities which it may incur arising out of or in the exercise or performance of its powers and duties
hereunder, including the costs and expenses (including reasonable attorneys’ fees) of defending against
any claim of liability, but excluding liabilities due to the Administrator’s negligence or willful
misconduct; provided, however, that nothing herein shall be construed to require the Issuer to indemnify
the Administrator for losses, expenses or liabilities arising from information provided to the
Administrator by third parties, or the failure of any third party to provide information to the
Administrator as and when required under this Disclosure Agreement, or the failure of the Developer to
provide information to the Administrator as and when required under the Disclosure Agreement of
Developer. The obligations of the Issuer under this Section shall survive resignation or removal of the
Administrator and payment in full of the Bonds. Nothing in this Disclosure Agreement shall be
construed to mean or to imply that the Administrator is an “obligated person” under the Rule. The
Administrator is not acting in a fiduciary capacity in connection with the performance of its respective
obligations hereunder. The Administrator shall not in any event incur any liability with respect to (i)
any action taken or omitted to be taken in good faith upon advice of legal counsel given with respect to
any question relating to duties and responsibilities of the Administrator hereunder, or (ii) any action
taken or omitted to be taken in reliance upon any document delivered to the Administrator and believed
to be genuine and to have been signed or presented by the proper party or parties.
The Administrator may, from time to time, consult with legal counsel of its own choosing in the
event of any disagreement or controversy, or question or doubt as to the construction of any of the
provisions hereof or their respective duties hereunder, and the Administrator shall not incur any liability
and shall be fully protected in acting in good faith upon the advice of such legal counsel.
(c) UNDER NO CIRCUMSTANCES SHALL THE DISSEMINATION AGENT, THE
ADMINISTRATOR, OR THE ISSUER BE LIABLE TO THE OWNER OR BENEFICIAL OWNER
OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES
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RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY ANY PARTY TO THIS
DISCLOSURE AGREEMENT, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF
ANY COVENANT SPECIFIED IN THIS DISCLOSURE AGREEMENT, BUT EVERY RIGHT AND
REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY
SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC
PERFORMANCE. THE DISSEMINATION AGENT AND THE ADMINISTRATOR ARE UNDER
NO OBLIGATION NOR ARE THEY REQUIRED TO BRING SUCH AN ACTION.
SECTION 13. Assessment Timeline. The basic expected timeline for the collection of
Assessments and the anticipated procedures for pursuing the collection of delinquent Assessments is set
forth in Exhibit D which is intended to illustrate the general procedures expected to be followed in
enforcing the payment of delinquent Assessments. Failure to adhere to such expected timeline shall not
constitute a default by the Issuer under this Disclosure Agreement, the Indenture, the Bonds, or any other
document related to the Bonds.
SECTION 14. No Personal Liability. No covenant, stipulation, obligation or agreement of
the Issuer, the Administrator, or the Dissemination Agent contained in this Disclosure Agreement shall
be deemed to be a covenant, stipulation, obligation or agreement of any present or future council
members, officer, agent or employee of the Issuer, the Administrator, or the Dissemination Agent in
other than that person’s official capacity.
SECTION 15. Severability. In case any section or provision of this Disclosure Agreement,
or any covenant, stipulation, obligation, agreement, act or action, or part thereof made, assumed, entered
into, or taken thereunder or any application thereof, is for any reasons held to be illegal or invalid, such
illegality or invalidity shall not affect the remainder thereof or any other section or provision thereof or
any other covenant, stipulation, obligation, agreement, act or action, or part thereof made, assumed,
entered into, or taken thereunder (except to the extent that such remainder or section or provision or
other covenant, stipulation, obligation, agreement, act or action, or part thereof is wholly dependent for
its operation on the provision determined to be invalid), which shall be construed and enforced as if such
illegal or invalid portion were not contained therein, nor shall such illegality or invalidity of any
application thereof affect any legal and valid application thereof, and each such section, provision,
covenant, stipulation, obligation, agreement, act or action, or part thereof shall be deemed to be effective,
operative, made, entered into or taken in the manner and to the full extent permitted by law.
SECTION 16. Sovereign Immunity. The Dissemination Agent and the Administrator agree
that nothing in this Disclosure Agreement shall constitute or be construed as a waiver of the Issuer’s
sovereign or governmental immunities regarding liability or suit.
SECTION 17. Beneficiaries. This Disclosure Agreement shall inure solely to the benefit of
the Issuer, the Administrator, the Dissemination Agent, the Participating Underwriter, and the Owners
and the beneficial owners from time to time of the Bonds, and shall create no rights in any other person
or entity. Nothing in this Disclosure Agreement is intended or shall act to disclaim, waive or otherwise
limit the duties of the Issuer under federal and state securities laws.
SECTION 18. Dissemination Agent and Administrator Compensation. The fees and
expenses incurred by the Dissemination Agent and the Administrator for their respective services
rendered in accordance with this Disclosure Agreement constitute Annual Collection Costs and will be
13
4134-1727-3416.1
included in the Annual Installments as provided in the annual updates to the Service and Assessment
Plan. The Issuer shall pay or reimburse the Dissemination Agent and the Administrator, but only with
funds to be provided from the Annual Collection Costs component of the Annual Installments collected
from the property owners in Improvement Area #1, for the fees and expenses for their respective services
rendered in accordance with this Disclosure Agreement.
SECTION 19. Anti-Boycott Verification. To the extent this Disclosure Agreement
constitutes a contract for goods or services for which a written verification is required under Section
2271.002, Texas Government Code, the Dissemination Agent and Administrator each separately verify
that it and any parent company, wholly- or majority-owned subsidiaries, and other affiliates, if any, do
not boycott Israel and will not boycott Israel during the term of this Disclosure Agreement. The
foregoing verification is made solely to enable the Issuer to comply with such Section and to the extent
such Section does not contravene applicable Federal or State law. As used in the foregoing verification,
“boycott Israel” means refusing to deal with, terminating business activities with, or otherwise taking
any action that is intended to penalize, inflict economic harm on, or limit commercial relations
specifically with Israel, or with a person or entity doing business in Israel or in an Israeli-controlled
territory, but does not include an action made for ordinary business purposes.
SECTION 20. Iran, Sudan and Foreign Terrorist Organizations. The Dissemination Agent
and the Administrator each separately represent that neither it nor any parent company, wholly- or
majority-owned subsidiaries, and other affiliates, if any, is a company identified on a list prepared and
maintained by the Texas Comptroller of Public Accounts under Section 2252.153 or Section 2270.0201,
Texas Government Code, and posted on any of the following pages of such officer’s internet website:
https://comptroller.texas.gov/purchasing/docs/sudan-list.pdf,
https://comptroller.texas.gov/purchasing/docs/iran-list.pdf, or
https://comptroller.texas.gov/purchasing/docs/fto-list.pdf.
The foregoing representation is made solely to enable the Issuer to comply with Section 2252.152, Texas
Government Code, and to the extent such Section does not contravene applicable Federal or State law,
and excludes the Dissemination Agent, the Administrator and each parent company, wholly- or majority-
owned subsidiaries, and other affiliates of the Dissemination Agent or the Administrator, if any, that the
United States government has affirmatively declared to be excluded from its federal sanctions regime
relating to Sudan or Iran or any federal sanctions regime relating to a foreign terrorist organization.
SECTION 21. No Discrimination Against Fossil-Fuel Companies. To the extent this
Disclosure Agreement constitutes a contract for goods or services for which a written verification is
required under Section 2274.002 (as added by Senate Bill 13 in the 87th Texas Legislature, Regular
Session), Texas Government Code, as amended, the Dissemination Agent and the Administrator, each
respectively, hereby verify that it and its parent company, wholly- or majority-owned subsidiaries, and
other affiliates, if any, do not boycott energy companies and will not boycott energy companies during
the term of this Disclosure Agreement. The foregoing verification is made solely to enable the Issuer to
comply with such Section and to the extent such Section does not contravene applicable Federal or State
law. As used in the foregoing verification, “boycott energy companies” shall mean, without an ordinary
business purpose, refusing to deal with, terminating business activities with, or otherwise taking any
action that is intended to penalize, inflict economic harm on, or limit commercial relations with a
14
4134-1727-3416.1
company because the company (A) engages in the exploration, production, utilization, transportation,
sale, or manufacturing of fossil fuel-based energy and does not commit or pledge to meet environmental
standards beyond applicable Federal or State law; or (B) does business with a company described by (A)
above.
SECTION 22. No Discrimination Against Firearm Entities and Firearm Trade Associations.
To the extent this Disclosure Agreement constitutes a contract for goods or services for which a written
verification is required under Section 2274.002 (as added by Senate Bill 19 in the 87th Texas Legislature,
Regular Session), Texas Government Code, as amended, the Dissemination Agent and the
Administrator, each respectively, hereby verifies that it and its parent company, wholly- or majority-
owned subsidiaries, and other affiliates, if any, do not have a practice, policy, guidance, or directive that
discriminates against a firearm entity or firearm trade association and will not discriminate against a
firearm entity or firearm trade association during the term of this Disclosure Agreement. The foregoing
verification is made solely to enable the Issuer to comply with such Section and to the extent such Section
does not contravene applicable Federal or State law. As used in the foregoing verification,
“discriminate against a firearm entity or firearm trade association” (A) means, with respect to the
firearm entity or firearm trade association, to (i) refuse to engage in the trade of any goods or
services with the firearm entity or firearm trade association based solely on its status as a firearm
entity or firearm trade association, (ii) refrain from continuing an existing business relationship
with the firearm entity or firearm trade association based solely on its status as a firearm entity
or firearm trade association, or (iii) terminate an existing business relationship with the firearm
entity or firearm trade association based solely on its status as a firearm entity or firearm trade
association and (B) does not include (i) the established policies of a merchant, retail seller, or
platform that restrict or prohibit the listing or selling of ammunition, firearms, or firearm
accessories and (ii) a company’s refusal to engage in the trade of any goods or services, decision
to refrain from continuing an existing business relationship, or decision to terminate an existing
business relationship (aa) to comply with federal, state, or local law, policy, or regulations or a
directive by a regulatory agency or (bb) for any traditional business reason that is specific to the
customer or potential customer and not based solely on an entity’s or association’s status as a
firearm entity or firearm trade association;
“firearm entity” means a manufacturer, distributor, wholesaler, supplier, or retailer of firearms
(i.e., weapons that expel projectiles by the action of explosive or expanding gases), firearm
accessories (i.e., devices specifically designed or adapted to enable an individual to wear, carry,
store, or mount a firearm on the individual or on a conveyance and items used in conjunction
with or mounted on a firearm that are not essential to the basic function of the firearm, including
detachable firearm magazines), or ammunition (i.e., a loaded cartridge case, primer, bullet, or
propellant powder with or without a projectile) or a sport shooting range (as defined by
Section 250.001, Texas Local Government Code); and
“firearm trade association” means a person, corporation, unincorporated association, federation,
business league, or business organization that (i) is not organized or operated for profit (and none
of the net earnings of which inures to the benefit of any private shareholder or individual), (ii)
has two or more firearm entities as members, and (iii) is exempt from federal income taxation
under Section 501(a), Internal Revenue Code of 1986, as an organization described by Section
501(c) of that code.
15
4134-1727-3416.1
SECTION 23. Affiliate. As used in Sections 19 through 22, the Dissemination Agent and
Administrator, each respectively, understands “affiliate” to mean an entity that controls, is controlled by,
or is under common control with the Dissemination Agent or the Administrator within the meaning of
SEC Rule 405, 17.C.F.R. § 230.405, and exists to make a profit.
SECTION 24. Disclosure of Interested Parties. Pursuant to Section 2252.908(c)(4), Texas
Government Code, as amended, the Dissemination Agent hereby certifies it is a publicly traded business
entity and is not required to file a Certificate of Interested Parties Form 1295 related to this Disclosure
Agreement. Submitted herewith is a completed Form 1295 in connection with the Administrator’s
participation in the execution of this Disclosure Agreement generated by the Texas Ethics Commission’s
(the “TEC”) electronic filing application in accordance with the provisions of Section 2252.908 of the
Texas Government Code and the rules promulgated by the TEC (the “Form 1295”). The Issuer hereby
confirms receipt of the Form 1295 from the Administrator, and the Issuer agrees to acknowledge such
form with the TEC through its electronic filing application not later than the thirtieth (30th) day after the
receipt of such form. The Administrator and the Issuer understand and agree that, with the exception of
information identifying the Issuer and the contract identification number, neither the Issuer nor its
consultants are responsible for the information contained in the Form 1295; that the information
contained in the Form 1295 has been provided solely by the Administrator; and, neither the Issuer nor
its consultants have verified such information.
SECTION 25. Governing Law. This Disclosure Agreement shall be governed by the laws of
the State of Texas.
SECTION 26. Counterparts. This Disclosure Agreement may be executed in several
counterparts, each of which shall be an original and all of which shall constitute but one and the same
instrument. The Issuer, the Administrator, and the Dissemination Agent agree that electronic signatures
to this Disclosure Agreement may be regarded as original signatures.
Signature pages follow.
SIGNATURE PAGE OF CONTINUING DISCLOSURE AGREEMENT OF ISSUER
4134-1727-3416.1
CITY OF ANNA, TEXAS
By:
Interim City Manager
SIGNATURE PAGE OF CONTINUING DISCLOSURE AGREEMENT OF ISSUER
4134-1727-3416.1
REGIONS BANK
(as Dissemination Agent)
By:
Authorized Officer
SIGNATURE PAGE OF CONTINUING DISCLOSURE AGREEMENT OF ISSUER
4134-1727-3416.1
P3Works, LLC
(as Administrator)
By:
Authorized Officer
A-1
4134-1727-3416.1
EXHIBIT A
NOTICE TO MSRB OF FAILURE TO FILE
[ANNUAL ISSUER REPORT][ANNUAL COLLECTIONS REPORT]
Name of Issuer: City of Anna, Texas
Name of Bond Issue: Special Assessment Revenue Bonds, Series 2023
(AnaCapri Public Improvement District Improvement Area #1
Project) (the “Bonds”)
CUSIP Nos. [insert CUSIP NOs.]
Date of Delivery: ______________, 20__
NOTICE IS HEREBY GIVEN that the City of Anna, Texas (the “Issuer”), has not provided
[an Annual Issuer Report][an Annual Collections Report][audited/unaudited financial statements]
with respect to the Bonds as required by the Continuing Disclosure Agreement of Issuer dated as
of October 1, 2023, by and among the Issuer, P3Works, LLC., as “Administrator,” and Regions
Bank, as “Dissemination Agent.” The Issuer anticipates that [the Annual Issuer Report][the
Annual Collections Report][audited/unaudited financial statements] will be filed by
________________.
Dated: _________________
Regions Bank,
on behalf of the City of Anna, Texas
(as Dissemination Agent)
By:
Title:
cc: City of Anna, Texas
B-1
4134-1727-3416.1
EXHIBIT B
CITY OF ANNA, TEXAS,
SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2023
(ANACAPRI PUBLIC IMPROVEMENT DISTRICT
IMPROVEMENT AREA #1 PROJECT)
ANNUAL FINANCIAL INFORMATION*
Delivery Date: __________, 20__
CUSIP Nos: [insert CUSIP Nos.]
DISSEMINATION AGENT
Name: Regions Bank
Address: [_______________________________]
City: [_]
Telephone: (___) ___-____
Contact Person: Attn: ___________
Section 4(a)(i)(A)
BONDS OUTSTANDING
Maturity
Date
Interest
Rate
Original
Principal
Amount
Outstanding
Principal
Amount
Outstanding
Interest
Amount
–
–
Total
Section 4(a)(i)(B)
INVESTMENTS
Fund/
Account Name
Investment
Description
Par
Value(1)
Book
Value(1)
Market
Value(1)
(1) As such information is provided by the Trustee.
*Excluding audited financial statements of the Issuer
B-2
4134-1727-3416.1
Section 4(a)(i)(C)
ASSETS AND LIABILITIES OF TRUST ESTATE
Cash Position of Trust Estate for statements dated September 30, 20[__]
[List of Funds/Accounts Held Under Indenture] Amount In the Fund
Total A
Bond Principal Amount Outstanding B
Outstanding Assessment Amount to be collected C
Net Position of Trust Estate and Outstanding Bonds and
Assessments
A-B+C
September 30, 20[__] Trust Statements: Audited Unaudited
Accounting Type: Cash Accrual Modified Accrual
Section 4(a)(ii)
FINANCIAL INFORMATION AND OPERATING DATA WITH RESPECT TO THE
ISSUER OF THE GENERAL TYPE AND IN SUBSTANTIALLY SIMILAR FORM
PROVIDED IN THE FOLLOWING TABLES AS OF THE END OF THE FISCAL YEAR
Debt Service Requirements on the Bonds
Year Ending
(September 30) Principal Interest Total
Top [Five] Assessment Payers in Improvement Area #1 (1)
Property Owner
No. of
Parcels/Lots
Percentage of
Parcels/Lots
Outstanding
Assessments
Percentage of
Total
Assessments
(1) Does not include those owing less than one percent (1%) of total Assessments.
Assessed Value of Improvement Area #1 of the District
The [YEAR] certified total assessed value for the Assessed Property in Improvement Area
#1 of the District is approximately $[AMOUNT] according to the Collin Central Appraisal
District.
B-3
4134-1727-3416.1
Foreclosure History Related to the Assessments for the Past Five Fiscal Years
Fiscal
Year
Ended
(9/30)
Delinquent
Assessment Amount
not in Foreclosure
Proceedings
Parcels in
Foreclosure
Proceedings
Delinquent
Assessment Amount
in Foreclosure
Proceedings
Foreclosure
Sales
Foreclosure Proceeds
Received
20__ $ $ $
20__
20__
20__
20__
[insert any necessary footnotes]
Collection and Delinquency History of Annual Installments for the Past Five Fiscal Years
Fiscal Year
Ended
(9/30)
Total Annual
Installment
Billed
Parcels
Levied(1)
Delinquent
Amount as
of 3/1
Delinquent
% as of 3/1
Delinquent
Amount as of
[9/1]
Delinquent %
as of [9/1]
Total
Assessments
Collected(2)
20__ $ $ % $ % $
20__
20__
20__
20__
(1) Pursuant to Section 31.031, Texas Tax Code, certain veterans, persons aged 65 or older, and the disabled, who qualify for an exemption under
either Section 11.13(c), 11.32, or 11.22, Texas Tax Code, are eligible to pay property taxes in four equal installments (“Installment Payments”).
Effective January 1, 2018, pursuant to Section 31.031(a-1), Texas Tax Code, the Installment Payments are each due before February 1, April 1,
June 1, and August 1. Each unpaid Installment Payment is delinquent and incurs penalties and interest if not paid by the applicable date.
(2) [Does/does not] include interest and penalties.
Parcel Numbers for Delinquencies Equaling or Exceeding 10% of Annual Installments Due
For the past five Fiscal Years, if the total amount of delinquencies as of September 1 equals or exceeds ten
percent (10%) of the amount of Annual Installments due, a list of parcel numbers for which the Annual Installments
are delinquent.
Fiscal Year
Ended (9/30) Delinquent % as of 9/1 Parcel Numbers
20__ %
20__
History of Prepayment of Assessments for the Past Five Fiscal Years
Fiscal Year Ended (9/30)
Number of
Prepayments
Amount of
Prepayments Bond Call Date
Amount of
Bonds
Redeemed
20__ $ $
20__
20__
20__
20__
[insert any necessary footnotes]
ITEMS REQUIRED BY SECTION 4(a)(iii) - (v)
[Insert a line item for each applicable listing]
C-1
4134-1727-3416.1
EXHIBIT C
CITY OF ANNA, TEXAS,
SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2023
(ANACAPRI PUBLIC IMPROVEMENT DISTRICT
IMPROVEMENT AREA #1 PROJECT)
ANNUAL COLLECTIONS REPORT
Delivery Date: __________, 20__
CUSIP Nos: [insert CUSIP Nos.]
DISSEMINATION AGENT
Name: Regions Bank
Address: [__________________________]
City: [_____, Texas _____]
Telephone: (___) ___-____
Contact Person: Attn: ___________
SELECT FINANCIAL INFORMATION AND OPERATING DATA WITH RESPECT TO
THE COLLECTION OF ASSESSMENTS COVERING THE PERIOD BEGINNING WITH
THE FIRST DAY OF THE FISCAL YEAR SUCCEEDING THE REPORTING FISCAL
YEAR THROUGH THE COLLECTIONS REPORTING DATE PROVIDED IN
COMPLIANCE WITH SUBSECTION 5(A) OF THE ISSUER’S DISCLOSURE
AGREEMENT
Foreclosure History Related To The Annual Installments(1)
Succeeding
Fiscal Year
Delinquent Annual
Installment Amount
not in Foreclosure
Proceedings
Parcels in
Foreclosure
Proceedings
Delinquent Annual
Installment Amount
in Foreclosure
Proceedings
Foreclosure
Sales
Foreclosure Proceeds
Received
20__ $ $ $
(i) Period covered includes October 1, 20__ through March 1, 20__.
C-2
4134-1727-3416.1
Collection and Delinquency of Annual Installments (1)
Succeeding
Fiscal Year
Total Annual
Installments
Levied
Parcels
Levied(2)
Delinquent
Amount as
of 3/1
Delinquent %
as of 3/1
Total Annual
Installments
Collected(3)
20__ $ $ % $
(1) Period covered includes October 1, 20__ through March 1, 20__.
(2) Pursuant to Section 31.031, Texas Tax Code, certain veterans, persons aged 65 or older, and the disabled, who qualify for an exemption under
either Section 11.13(c), 11.32, or 11.22, Texas Tax Code, are eligible to pay property taxes in four equal installments (“Installment Payments”).
Effective January 1, 2018, pursuant to Section 31.031(a-1), Texas Tax Code, the Installment Payments are each due before February 1, April 1,
June 1, and August 1. Each unpaid Installment Payment is delinquent and incurs penalties and interest if not paid by the applicable date.
(3) [Does/does not] include interest and penalties.
Prepayment of Assessments(1)
Succeeding
Fiscal Year
Number of
Prepayments
Amount of
Prepayments Bond Call Date
Amount of
Bonds
Redeemed
$ $
(1) Period covered includes October 1, 20__ through March 1, 20__.
D-1
4134-1727-3416.1
EXHIBIT D
BASIC EXPECTED TIMELINE FOR ASSESSMENT COLLECTIONS
AND PURSUIT OF DELINQUENCIES1
Date
Delinquency
Clock (Days) Activity
January 31 Assessments are due.
February 1 1 Assessments delinquent if not received.
Immediately upon receipt, but in no event later than
February 15, Issuer forwards payment to Trustee for all
collections received, along with detailed breakdown.
Subsequent payments and relevant details will follow
monthly thereafter.
Issuer and/or Administrator should be aware of actual
and specific delinquencies.
Administrator should be aware if Reserve Fund needs
to be utilized for debt service payments during the
corresponding Fiscal Year. If there is to be a shortfall
of any Annual Installments due to be paid that Fiscal
Year, the Dissemination Agent should be
immediately notified in writing.
Administrator should determine if previously collected
surplus funds, if any, plus actual Annual Installment
collections will be fully adequate for debt service in the
corresponding March and September.
At this point, if there is adequate funding for March and
September payments, no further action is anticipated
for collection of Assessments except that the Issuer or
Administrator, working with the Issuer’s counsel or an
appropriate designee, will begin process to cure
deficiency. For properties delinquent by more than
one year or if the delinquency exceeds $10,000 the
matter will be referred for commencement of
1 Illustrates anticipated dates and procedures for pursuing the collection of delinquent Annual Installments of
Assessments, which dates and procedures shall be in accordance with Chapters 31, 32, 33, and 34, Texas Tax
Code, as amended (the “Code”), and the Tax/Assessor Collector’s procedures, and are subject to adjustment
by the Issuer. If the collection and delinquency procedures under the Code are subsequently modified,
whether due to an executive order of the Governor of Texas, an amendment to the Code, or otherwise, such
modifications shall control.
D-2
4134-1727-3416.1
foreclosure, in accordance with the Tax/Assessor
Collector’s procedures.
If there is insufficient funding in the Pledged
Revenue Fund for transfer to the Principal and
Interest Account of the Bond Fund of such amounts
as shall be required for the full March and
September payments, the collection-foreclosure
procedure will proceed against all delinquent
properties, in accordance with the Tax/Assessor
Collector’s procedures.
March 15 43/44 Trustee pays bond interest payments to Owners.
Reserve Fund payment to Bond Fund may be required
if Assessments are below approximately 50% collection
rate.
Issuer, or the Trustee on behalf of the Issuer, to notify
Dissemination Agent in writing of the occurrence of
draw on the Reserve Fund and, following receipt of
such notice, Dissemination Agent to notify MSRB of
such draw or the Reserve Fund.
July 1 152/153 Issuer, or the Administrator on behalf of the Issuer,
determines whether or not any Annual Installments are
delinquent and, if such delinquencies exist, the Issuer
commences as soon as practicable appropriate and
legally permissible actions to obtain such delinquent
Annual Installments, in accordance with the
Tax/Assessor Collector’s procedures.
Preliminary Foreclosure activity commences and
Issuer to notify Dissemination Agent in writing of
the commencement of preliminary foreclosure
activity.
If Dissemination Agent has not received Foreclosure
Schedule and Plan of Collections, Dissemination Agent
to request same from the Issuer.
If the Issuer has not provided the Dissemination Agent
with Foreclosure Schedule and Plan of Collections, and
if instructed by the Owners under Section 11.2 of the
Indenture, Dissemination Agent requests that the Issuer
commence foreclosure or provide plan for collection.
D-3
4134-1727-3416.1
August 15 197/198 The designated lawyers or law firm will be preparing
the formal foreclosure documents and will provide
periodic updates to the Dissemination Agent for
dissemination to those Owners who have requested to
be notified of collections progress. The goal for the
foreclosure actions is a filing by no later than August 15
(day 197/198).
Foreclosure action to be filed with the court.
Issuer notifies Trustee and Dissemination Agent of
Foreclosure filing status in writing. Dissemination
Agent notifies Owners.
If Owners and Dissemination Agent have not been
notified of a foreclosure action, Dissemination Agent
will notify the Issuer that it is appropriate to file action.
A committee of not less than twenty-five percent (25%) of the Owners may request a meeting with
the Issuer to discuss the Issuer’s actions in pursuing the repayment of any delinquencies. This
would also occur after day thirty (30) if it is apparent that a Reserve Fund draw is required. Further,
if delinquencies exceed five percent (5%), Owners may also request a meeting with the Issuer at
any time to discuss the Issuer’s plan and progress on collection and foreclosure activity. If the
Issuer is not diligently proceeding with the foreclosure process, the Owners may seek an action for
mandamus or specific performance to direct the Issuer to pursue the collections of delinquent
Annual Installments of Assessments.
Item No. 7.d.
City Council Agenda
Staff Report
Meeting Date: 10/10/2023
Staff Contact: Joey Grisham
AGENDA ITEM:
Consider/Discuss/Action of an Ordinance of the City Council of the City of Anna, Texas
Approving an Amended and Restated Service and Assessment Plan, including a
revised Assessment Roll, for AnaCapri Public Improvement District in accordance with
Chapter 372, Texas Local Government Code, as amended; and providing an effective
date, subject to approval as to legal form. (Director of Economic Development Joey
Grisham)
SUMMARY:
This item is the latest Amended and Restated Service and Assessment Plan (SAP) for
the AnaCapri PID developed and reviewed by P3 Works in partnership with Hilltop
Securities,city staff, and legal counsel.
FINANCIAL IMPACT:
N/A
BACKGROUND:
STRATEGIC CONNECTIONS:
This item supports the City of Anna Strategic Plan, specifically advancing the strategic
outcome area: Vibrant.
ATTACHMENTS:
1. DRAFT Ordinance Approving A&R SAP v2
CERTIFICATE FOR ORDINANCE
THE STATE OF TEXAS
COLLIN COUNTY
CITY OF ANNA
We, the undersigned officers of the City of Anna, Texas (the “City”), hereby certify as follows:
1. The City Council (the “Council”) of the City convened in a regular meeting on
October 10, 2023, at the regular designated meeting place, and the roll was called of the duly
constituted officers and members of the Council, to wit:
Nate Pike, Mayor Stan Carver II, Council Member
Lee Miller, Mayor Pro Tem Pete Cain, Council Member
Randy Atchley, Deputy Mayor Pro-Tem Elden Baker, Council Member
Kevin Toten, Council Member
Ryan Henderson, Interim City Manager
Carrie Land, City Secretary
and all of said persons were present, except __________________________________________,
thus constituting a quorum. Whereupon, among other business the following was transacted at
said meeting: a written Ordinance entitled
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF ANNA,
TEXAS APPROVING AN AMENDED AND RESTATED SERVICE AND
ASSESSMENT PLAN, INCLUDING A REVISED ASSESSMENT ROLL,
FOR ANACAPRI PUBLIC IMPROVEMENT DISTRICT IN
ACCORDANCE WITH CHAPTER 372, TEXAS LOCAL GOVERNMENT
CODE, AS AMENDED; AND PROVIDING AN EFFECTIVE DATE.
was duly introduced for the consideration of the Council. It was then duly moved and seconded
that said Ordinance be passed; and, after due discussion, said motion, carrying with it the passage
of said Ordinance, prevailed and carried, with all members of the Council shown present above
voting “Aye,” except as noted below:
NAYS: ABSTENTIONS:
2. A true, full, and correct copy of the aforesaid Ordinance passed at the meeting
described in the above and foregoing paragraph is attached to and follows this Certificate; said
Ordinance has been duly recorded in the Council's minutes of said meeting; the above and
foregoing paragraph is a true, full, and correct excerpt from the Council's minutes of said
meeting pertaining to the passage of said Ordinance; the persons named in the above and
foregoing paragraph are the duly chosen, qualified, and acting officers and members of the
Council as indicated therein; that each of the officers and members of the Council was duly and
sufficiently notified officially and personally, in advance, of the time, place, and purpose of the
aforesaid meeting, and that said Ordinance would be introduced and considered for passage at
said meeting, and each of said officers and members consented, in advance, to the holding of
said meeting for such purpose; and that said meeting was open to the public, and public notice of
the time, place, and purpose of said meeting was given all as required by the Texas Government
Code, Chapter 551.
3. The Council has approved and hereby approves the Ordinance; and the Mayor
Pro-Tem (or Deputy Mayor Pro-Tem) and City Secretary hereby declare that their signing of this
Certificate shall constitute the signing of the attached and following copy of said Ordinance for
all purposes.
SIGNED AND SEALED ON OCTOBER 10, 2023.
Carrie L. Land, City Secretary Lee Miller, Mayor Pro-Tem
(City Seal)
CITY OF ANNA, TEXAS
ORDINANCE NO. ________
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF ANNA,
TEXAS APPROVING AN AMENDED AND RESTATED SERVICE AND
ASSESSMENT PLAN, INCLUDING A REVISED ASSESSMENT ROLL,
FOR ANACAPRI PUBLIC IMPROVEMENT DISTRICT IN
ACCORDANCE WITH CHAPTER 372, TEXAS LOCAL GOVERNMENT
CODE, AS AMENDED; AND PROVIDING AN EFFECTIVE DATE.
RECITALS
WHEREAS, on April 12, 2022, the City Council adopted Resolution No. 2022-04-1140, recorded
in the official records of Collin County, Texas as Document No. 20220419000628310, which
authorized and approved the creation and establishment of the AnaCapri Public Improvement
District (the “District”); and
WHEREAS, on September 13, 2022, after notice and a public hearing in the manner required by
law, the City Council adopted Ordinance No. 1001-2022 approving the AnaCapri Public
Improvement District Service and Assessment Plan (the “Service and Assessment Plan”),
including the Assessment Roll attached to the Service and Assessment Plan (the “Assessment
Roll”), which ordinance was recorded in the official records of Collin County, Texas as Document
No. 2022000141224, and levied the Assessments on property within Improvement Area #1 of
District in accordance with the Assessment Roll for the purposes of financing the public
improvements (the “Authorized Improvements”) undertaken for the benefit of such property; and
WHEREAS, On July 11, 2023, pursuant to Chapter 372, Texas Local Government Code (as
amended, the “PID Act”), the City Council adopted Ordinance No. 1058-2023-07, recorded in the
official records of Collin County, Texas as Document No. 2023000094528, approving an annual
updated to the Service and Assessment Plan as required by the Act; and
WHEREAS, the City Council has received the “AnaCapri Public Improvement District Amended
and Restated Service and Assessment Plan” (the “A&R Service and Assessment Plan”), dated as
of October 10, 2023, which includes an updated Assessment Roll to reflect the sale of PID Bonds
(as defined in the A&R Service and Assessment Plan) secured by said assessments, and the City
Council now desires to proceed with the adoption of this Ordinance which approves and adopts
the A&R Service and Assessment Plan and updated Assessment Roll for Improvement Area #1 of
District as required by the PID Act.
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF
ANNA, TEXAS:
Section 1. Terms. Terms not otherwise defined herein are defined in the A&R Service and
Assessment Plan.
Section 2. Findings. That the recitals and findings in the Recitals of this Ordinance are hereby
found and determined to be true and correct and constitute the legislative findings and
determinations of the City Council.
Section 3. Assessment Plan. The A&R Service and Assessment Plan, including the updated
Assessment Roll contained therein, in the form attached as Exhibit A is hereby approved and the
same is incorporated as part of this Ordinance as if fully set forth in the body of this Ordinance.
Section 4. Severability. If any provision, section, subsection, sentence, clause, or phrase of this
Ordinance, or the application of same to any person or set of circumstances is for any reason held
to be unconstitutional, void, or invalid, the validity of the remaining portions of this Ordinance or
the application to other persons or sets of circumstances shall not be affected thereby, it being the
intent of the governing body of the City in adopting this Ordinance that no portion hereof, or
provision or regulation contained herein shall become inoperative or fail by reason of any
unconstitutionality, voidness, or invalidity of any other portion hereof, and all provisions of this
Ordinance are declared to be severable for that purpose.
Section 5. Filing in Land Records. The City Secretary is directed to cause a copy of this
Ordinance, including the A&R Service and Assessment Plan, to be recorded in the real property
records of Collin County, Texas, on or before October 17, 2023. The City Secretary is further
directed to similarly file each Annual Service Plan Update approved by the City Council, with
each such filing to occur within seven days of the date each respective Annual Service Plan Update
is approved.
Section 6. Effective Date. This Ordinance shall take effect immediately from and after its passage
in accordance with applicable law.
PASSED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF ANNA,
TEXAS, THIS 10th DAY OF OCTOBER, 2023.
ATTEST:
_____________________________
Lee Miller, Mayor Pro-Tem
____________________________
Carrie L. Land, City Secretary
Exhibit A
Amended and Restated Service and Assessment Plan
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ANACAPRI PUBLIC IMPROVEMENT DISTRICT
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 0
AUSTIN, TX | NORTH RICHLAND HILLS, TX | HOUSTON, TX
AnaCapri Public Improvement
District
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN
OCTOBER 10, 2023
ANACAPRI PUBLIC IMPROVEMENT DISTRICT
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 1
Table of Contents
Table of Contents ........................................................................................................................1
Introduction ................................................................................................................................3
Section I: Definitions ...................................................................................................................5
Section II: The District ...............................................................................................................14
Section III: Authorized Improvements and Bond Issuance Costs ................................................14
Section IV: Service Plan .............................................................................................................18
Section V: Assessment Plan .......................................................................................................18
Section VI: Terms of the Assessments .......................................................................................23
Section VII: Assessment Roll ......................................................................................................29
Section VIII: Additional Provisions .............................................................................................30
Exhibits .....................................................................................................................................32
Appendices ...............................................................................................................................33
Exhibit A-1 – Map of the District ................................................................................................34
Exhibit A-2 – Map of Improvement Area #1...............................................................................35
Exhibit A-3 – Maps of Improvement Area #1 Initial Parcel Remainder Property ........................36
Exhibit A-4 – Map of Improvement Area #2...............................................................................42
Exhibit A-5 – Map of Improvement Area #2A ............................................................................43
Exhibit A-6 – Map of Improvement Area #2 – Remainder Property ...........................................44
Exhibit A-7 – Phase 1A Plat ........................................................................................................45
Exhibit B-1 – Authorized Improvements ....................................................................................49
Exhibit B-2 – Appropriation of Costs ..........................................................................................50
Exhibit C – Service Plan .............................................................................................................51
Exhibit D – Sources and Uses of Funds ......................................................................................52
Exhibit E – Maximum Assessment and Tax Rate Equivalent .......................................................53
Exhibit F – TIRZ No. 4 Maximum Annual Credit Amount ............................................................54
Exhibit G-1 – Improvement Area #1 Assessment Roll ................................................................55
Exhibit G-2 – Improvement Area #1 Annual Installment ............................................................57
Exhibit H-1 – Improvement Area #2A Assessment Roll ..............................................................58
Exhibit H-2 – Improvement Area #2A Projected Annual Installments ........................................59
Exhibit I-1 – Maps of Improvement Area #1 Improvements.......................................................60
Exhibit I-2 – Maps of Improvement Area #2 Improvements.......................................................63
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AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 2
Exhibit I-3 – Maps of Improvement Area #2A Improvements ....................................................75
Exhibit J – Form of Notice of PID Assessment Termination ........................................................79
Exhibit K – Debt Service Schedule for the Improvement Area #1 Bonds ....................................82
Exhibit L-1 – District Legal Description .......................................................................................84
Exhibit L-2 – Improvement Area #1 Legal Description................................................................95
Exhibit L-3 – Improvement Area #2 Legal Description.............................................................. 103
Exhibit L-4 – Improvement Area #2A Legal Description ........................................................... 110
Exhibit L-5 – Improvement Area #2 - Remainder Property Legal Description ........................... 114
Appendix A – Engineer’s Report .............................................................................................. 118
Appendix B – Buyer Disclosures............................................................................................... 141
Anacapri Public Improvement District Buyer Disclosure Improvement Area #1 – Initial Parcel
Remainder Property ................................................................................................................ 142
Anacapri Public Improvement District Buyer Disclosure Lot Type 1 ......................................... 148
Anacapri Public Improvement District Buyer Disclosure Lot Type 2 ......................................... 154
Anacapri Public Improvement District Buyer Disclosure Improvement Area #2A – Initial Parcel
............................................................................................................................................... 160
Anacapri Public Improvement District Buyer Disclosure Lot Type 3 ......................................... 166
Anacapri Public Improvement District Buyer Disclosure Lot Type 4 ......................................... 172
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AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 3
Introduction
Capitalized terms used in this 2023 Amended and Restated Service and Assessment Plan shall
have the meanings given to them in Section I unless otherwise defined in this 2023 Amended and
Restated Service and Assessment Plan or unless the context in which a term is used clearly
requires a different meaning. Unless otherwise defined, a reference to a “Section,” an “Exhibit,”
or an “Appendix” shall be a reference to a Section of this 2023 Amended and Restated Service
and Assessment Plan or an Exhibit or Appendix attached to and made a part of this 2023
Amended and Restated Service and Assessment Plan for all purposes.
On April 12, 2022, the City Council passed and approved Resolution No. 2022-04-1140 authorizing
the establishment of the District in accordance with the PID Act, which authorization was
effective upon publication as required by the PID Act. The purpose of the District is to finance
the Actual Costs of Authorized Improvements that confer a special benefit on approximately
284.952 acres located within the corporate limits of the City, as described by the legal description
on Exhibit L-1 and depicted on Exhibit A-1.
On September 13, 2022, the City Council approved the Service and Assessment Plan for the
District by adopting Ordinance No. 1001-2022, which approved the levy of Assessments for
Assessed Property within the District and approved the Improvement Area #1 Assessment Roll
and Improvement Area #2A Assessment Roll.
On October 10, 2023, the City Council approved this 2023 Amended and Restated Service and
Assessment Plan for the District by adopting Ordinance No. _________, which serves to amend
and restate the Service and Assessment Plan, in its entirety for the purposes of (1) issuing the
Improvement Area #1 Bonds, and (2) updating the Improvement Area #1 Assessment Roll and
Improvement Area #2A Assessment Roll.
The PID Act requires a Service Plan covering a period of at least five years and defining the annual
indebtedness and projected cost of the Authorized Improvements and including a copy of the
notice form required by Section 5.014 of the Texas Property Code, as amended. The Service Plan
is contained in Section IV.
The PID Act requires that the Service Plan include an Assessment Plan that assesses the Actual
Costs of the Authorized Improvements against the Assessed Property within the District based
on the special benefits conferred on such property by the Authorized Improvements. The
Assessment Plan is contained in Section V.
The PID Act requires an Assessment Roll that states the Assessment against each Parcel
determined by the method chosen by the City Council. The Assessment against each Parcel of
Assessed Property must be sufficient to pay the share of the Actual Costs of the Authorized
ANACAPRI PUBLIC IMPROVEMENT DISTRICT
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 4
Improvements apportioned to such Parcel and cannot exceed the special benefit conferred on
the Parcel by such Authorized Improvements. The Improvement Area #1 Assessment Roll is
included as Exhibit G-1. The Improvement Area #2A Assessment Roll is included as Exhibit H-1.
ANACAPRI PUBLIC IMPROVEMENT DISTRICT
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 5
Section I: Definitions
“2022 Assessment Ordinance” means Ordinance No. 1001-2022, adopted by the City Council on
September 13, 2022, in accordance with the PID Act, that levied the Improvement Area #1
Assessment on the Improvement Area #1 Assessed Property and the Improvement Area #2A
Assessment on the Improvement Area #2A Assessed Property.
“2023 Amended and Restated Service and Assessment Plan” means this AnaCapri Public
Improvement District Amended and Restated Service and Assessment Plan, which replaces in its
entirety the Service and Assessment Plan, as updated, amended, or supplemented from time to
time.
“Actual Costs” mean with respect to Authorized Improvements, including Developer costs to
create the District, the actual costs of constructing or acquiring such Authorized Improvements,
(either directly or through affiliates), including : (1) the costs for the design, planning, financing,
administration/management, acquisition, installation, construction and/or implementation of
such Authorized Improvements; (2) the fees paid for obtaining permits, licenses, or other
governmental approvals for such Authorized Improvements; (3) the costs for external
professional costs, such as engineering, geotechnical, surveying, land planning, architectural
landscapers, appraisals, legal, accounting, and similar professional services; (4) all labor, bonds,
and materials, including equipment and fixtures, by contractors, builders, and materialmen in
connection with the acquisition, construction, or implementation of the Authorized
Improvements; (5) all related permitting and public approval expenses, architectural,
engineering, and consulting fees, and governmental fees and charges and (6) costs to implement,
administer, and manage the above-described activities including, but not limited to, a
construction management fee equal to four percent (4%) of construction costs if managed by or
on behalf of the Developer.
“Additional Interest” means the amount collected by the application of the Additional Interest
Rate.
“Additional Interest Rate” means the 0.50% additional interest rate that may be charged on
Assessments securing PID Bonds pursuant to Section 372.018 of the PID Act.
“Administrator” means the City or independent firm designated by the City who shall have the
responsibilities provided in this 2023 Amended and Restated Service and Assessment Plan, the
Indenture, or any other agreement or document approved by the City related to the duties and
responsibilities of the administration of the District. The initial Administrator is P3Works, LLC.
“Annual Collection Costs” mean the actual or budgeted costs and expenses related to the
operation of the District, including, but not limited to, costs and expenses for: (1) the
ANACAPRI PUBLIC IMPROVEMENT DISTRICT
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 6
Administrator; (2) City staff; (3) legal counsel, engineers, accountants, financial advisors, and
other consultants engaged by the City; (4) calculating, collecting, and maintaining records with
respect to Assessments and Annual Installments; (5) preparing and maintaining records with
respect to Assessment Rolls and Annual Service Plan Updates; (6) paying and redeeming PID
Bonds; (7) investing or depositing Assessments and Annual Installments; (8) complying with this
2023 Amended and Restated Service and Assessment Plan and the PID Act with respect to the
PID Bonds, including the City’s continuing disclosure requirements; and (9) the paying
agent/registrar and Trustee in connection with PID Bonds, including their respective legal
counsel. Annual Collection Costs collected but not expended in any year shall be carried forward
and applied to reduce Annual Collection Costs for subsequent years.
“Annual Installment” means the annual installment payment of an Assessment as calculated by
the Administrator and approved by the City Council, that includes: (1) principal; (2) interest; (3)
Annual Collection Costs; and (4) Additional Interest, if applicable, the principal and interest
portions of which may be reduced by the TIRZ No. 4 Annual Credit Amount.
“Annual Service Plan Update” means an update to this 2023 Amended and Restated Service and
Assessment Plan prepared no less frequently than annually by the Administrator and approved
by the City Council.
“Appropriated Property” means any Parcel within the District against which the costs of the
Authorized Improvements are appropriated based on special conferred benefit anticipated to be
levied, but not yet levied. Initially, the Appropriated Property includes the Improvement Area #2
– Remainder Property.
“Appropriation” means an amount allocated by this 2023 Amended and Restated Service and
Assessment Plan to a Parcel within the District for future Authorized Improvement costs, other
than Non-Benefitted Property, subject to the levy by the City and also subject to reallocation
upon the subdivision of such Parcel or reduction according to the provisions herein and in the
PID Act.
“Assessed Property” means any Parcel within the District against which an Assessment is levied.
“Assessment” means an assessment levied against a Parcel within the District, other than Non-
Benefitted Property, and imposed pursuant to an Assessment Ordinance and the provisions
herein, as shown on an Assessment Roll, subject to reallocation upon the subdivision of such
Parcel or reduction according to the provisions herein and in the PID Act.
“Assessment Ordinance” means an ordinance adopted by the City Council in accordance with
the PID Act that levies an Assessment on Assessed Property within the District, as shown on any
Assessment Roll.
ANACAPRI PUBLIC IMPROVEMENT DISTRICT
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 7
“Assessment Plan” means the methodology employed to assess the Actual Costs of the
Authorized Improvements against the Assessed Property within the District based on the special
benefits conferred on such property by the Authorized Improvements, more specifically set forth
and described in Section V.
“Assessment Roll” means any assessment roll for the Assessed Property within the District,
including the Improvement Area #1 Assessment Roll, and the Improvement Area #2A Assessment
Roll, as updated, modified or amended from time to time in accordance with the procedures set
forth herein and in the PID Act, including updates prepared in connection with the issuance of
PID Bonds or any Annual Service Plan Update.
“Authorized Improvements” means (1) the improvements authorized by Section 372.003 of the
PID Act, as depicted on Exhibit I-1, Exhibit I-2 and Exhibit I-3 and described in Section III; (2) Bond
Issuance Costs, and (3) District Formation Costs.
“Bond Issuance Costs” means the costs associated with issuing PID Bonds, including but not
limited to attorney fees, financial advisory fees, consultant fees, appraisal fees, printing costs,
publication costs, capitalized interest, reserve fund requirements, underwriter’s discount, fees
charged by the Texas Attorney General, and any other cost or expense incurred by the City
directly associated with the issuance of any series of PID Bonds.
“City” means the City of Anna, Texas.
“City Council” means the governing body of the City.
“County” means Collin County, Texas.
“Delinquent Collection Costs” mean costs related to the foreclosure on Assessed Property and
the costs of collection of delinquent Assessments, delinquent Annual Installments, or any other
delinquent amounts due under this 2023 Amended and Restated Service and Assessment Plan,
including penalties and reasonable attorney’s fees actually paid, but excluding amounts
representing interest and penalty interest.
“Developer” means AnaCapri Laguna Azure LLC, a Wyoming limited liability company, and any
successors or assigns thereof that intends to develop the property in the District for the ultimate
purpose of transferring title to such property to end users.
“Development Agreement” means the AnaCapri Development Agreement entered into by and
between the City and Developer, approved and adopted by Resolution No. 2022-03-1119 on
October 12, 2021.
“District” means the AnaCapri Public Improvement District containing approximately 284.952
acres located within the corporate limits of the City , and more specifically described in Exhibit L-
1 and depicted on Exhibit A-1.
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AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 8
“District Formation Costs” means the costs associated with forming the District, including but
not limited to, attorney fees, and any other cost or expense incurred by the City directly
associated with the establishment of the District.
“Engineer’s Report” means a report provided by a licensed professional engineer that describes
the Authorized Improvements, including their costs, location, and benefit, and excerpts of which
are attached hereto as Appendix A.
“Estimated Buildout Value” means the estimated value of an Assessed Property with fully
constructed buildings, as provided by the Developer and confirmed by the City Council, by
considering such factors as density, lot size, proximity to amenities, view premiums, location,
market conditions, historical sales, builder contracts, discussions with homebuilders, reports
from third party consultants, or any other factors that, in the judgment of the City, may impact
value. The Estimated Buildout Value for each Lot Type is shown on Exhibit E.
“Improvement Area #1” means approximately 97.716 acres located within the District, more
specifically described in Exhibit L-2 and depicted on Exhibit A-2.
“Improvement Area #1 Annual Installment” means the Annual Installment of the Improvement
Area #1 Assessment as calculated by the Administrator and approved by the City Council, that
includes: (1) principal; (2) interest; (3) Annual Collection Costs; and (4) Additional Interest, the
principal and interest portion of which may be reduced by the TIRZ No. 4 Annual Credit Amount.
“Improvement Area #1 Assessed Property” means any Parcel within Improvement Area #1
against which an Improvement Area #1 Assessment is levied.
“Improvement Area #1 Assessment” means an Assessment levied against a Parcel within
Improvement Area #1 and imposed pursuant to an Assessment Ordinance and the provisions
herein, as shown on the Improvement Area #1 Assessment Roll, subject to reallocation upon the
subdivision of such Parcel or reduction according to the provisions herein and in the PID Act.
“Improvement Area #1 Assessment Roll” means the Assessment Roll for the Improvement Area
#1 Assessed Property, as updated, modified or amended from time to time in accordance with
the procedures set forth herein and in the PID Act, including any updates prepared in connection
with the issuance of PID Bonds or any Annual Service Plan Updates. The Improvement Area #1
Assessment Roll is included in this 2023 Amended and Restated Service and Assessment Plan as
Exhibit G-1.
“Improvement Area #1 Bonds” means those certain “City of Anna, Texas Special Assessment
Revenue Bonds, Series 2023 (AnaCapri Public Improvement District Improvement Area #1
Project)” that are secured by Improvement Area #1 Assessments.
ANACAPRI PUBLIC IMPROVEMENT DISTRICT
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 9
“Improvement Area #1 Improvements” means the Authorized Improvements which only benefit
the Improvement Area #1 Assessed Property, as further described in Section III.A and depicted
on Exhibit I-1.
“Improvement Area #1 Initial Parcel” means all of the Improvement Area #1 Assessed Property
against which the entire Improvement Area #1 Assessment is levied, as described in Exhibit L-2,
and depicted on Exhibit A-2.
“Improvement Area #1 Initial Parcel Remainder Property” means all of the Improvement Area
#1 Assessed Property, save and except Phase 1A Plat, against which the remaining Improvement
Area #1 Assessment is allocated, as depicted on Exhibit A-3.
“Improvement Area #1 Projects” means, collectively (1) the Improvement Area #1
Improvements; (2) the pro rata portion of the District Formation Costs allocable to Improvement
Area #1 and (3) the Bond Issuance Costs associated with the Improvement Area #1 Bonds.
“Improvement Area #2” means approximately 179.451 acres located within the District, more
specifically described in Exhibit L-3 and depicted on Exhibit A-4.
“Improvement Area #2 Improvements” means the Authorized Improvements which only benefit
Improvement Area #2 and are described in Section III.B, and depicted on Exhibit I-2.
“Improvement Area #2 - Remainder Property” means approximately 113.100 acres located
within the District, more specifically described in Exhibit L-5 and depicted on Exhibit A-5.
“Improvement Area #2 - Remainder Property Appropriated Property” means any Parcel within
Improvement Area #2 - Remainder Property against which costs of Improvement Area #2
Improvements are appropriated.
“Improvement Area #2 - Remainder Property Initial Parcel” means all of the Improvement Area
#2 - Remainder Property Appropriated Property against which Improvement Area #2
Improvements costs are Appropriated, as described in Exhibit L-5, and depicted on Exhibit A-5.
“Improvement Area #2 - Remainder Property Projects” means the pro rata portion of the
Improvement Area #2 Improvements costs appropriated to Improvement Area #2 - Remainder
Property.
“Improvement Area #2A” means approximately 66.3 acres located within the District, more
specifically described in Exhibit L-4 and depicted on Exhibit A-5.
“Improvement Area #2A Annual Installment” means the Annual Installment of the Improvement
Area #2A Assessment as calculated by the Administrator and approved by the City Council, that
includes: (1) principal; (2) interest; (3) Annual Collection Costs; and (4) Additional Interest, if
applicable, the principal and interest portions of which may be reduced by the TIRZ No. 4 Annual
ANACAPRI PUBLIC IMPROVEMENT DISTRICT
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 10
Credit Amount. Additional Interest is not charged on the Improvement Area #2-A Reimbursement
Obligation, but will be included in the event Improvement Area #2A Bonds are issued.
“Improvement Area #2A Assessed Property” means any Parcel within Improvement Area #2A
against which an Improvement Area #2A Assessment is levied.
“Improvement Area #2A Assessment” means an Assessment levied against a Parcel within
Improvement Area #2A and imposed pursuant to an Assessment Ordinance and the provisions
herein, as shown on the Improvement Area #2A Assessment Roll, subject to reallocation upon
the subdivision of such Parcel or reduction according to the provisions herein and in the PID Act.
“Improvement Area #2A Assessment Roll” means the Assessment Roll for the Improvement
Area #2A Assessed Property, as updated, modified or amended from time to time in accordance
with the procedures set forth herein and in the PID Act, including any updates prepared in
connection with the issuance of PID Bonds or any Annual Service Plan Updates. The Improvement
Area #2A Assessment Roll is included in this 2023 Amended and Restated Service and Assessment
Plan as Exhibit H-1.
“Improvement Area #2A Bonds” means those certain PID “City of Anna, Texas Special
Assessment Revenue Bonds, Series 2024 (AnaCapri Public Improvement District Improvement
Area #2A Project)” that are secured by Improvement Area #2A Assessments, and anticipated to
be issued in calendar year 2024.
“Improvement Area #2A Improvements” means the Authorized Improvements which only
benefit the Improvement Area #2A Assessed Property, as further described in Section III.C and
depicted on Exhibit I-3.
“Improvement Area #2A Initial Parcel” means all of the Improvement Area #2A Assessed
Property against which the entire Improvement Area #2A Assessment is levied, as described in
Exhibit L-4, and depicted on Exhibit A-5.
“Improvement Area #2A Projects” means, collectively (1) the pro rata portion of the
Improvement Area #2 Improvements allocable to Improvement Area #2A ; (2) the Improvement
Area #2A Improvements; (3) the pro rata portion of the District Formation Costs allocable to
Improvement Area #2A and (4) the Bond Issuance Costs associated with the Improvement Area
#2A Bonds.
“Improvement Area #2A Reimbursement Agreement” means that certain “AnaCapri Public
Improvement District Improvement Area #2A Reimbursement Agreement” entered into by and
between the City and the Developer, as the developer of the Improvement Area #2A Projects, in
which the Developer agrees to construct the Improvement Area #2A Projects and to fund certain
Actual Costs of the Improvement Area #2A Projects and the City agrees to (i) pay directly or
reimburse the Developer for a portion of the Actual Costs of the Improvement Area #2A Projects
ANACAPRI PUBLIC IMPROVEMENT DISTRICT
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 11
from the proceeds of Improvement Area #2A Bonds in accordance with the Act, this 2023
Amended and Restated Service and Assessment Plan and the applicable Indenture, or (ii)
reimburse the Developer for certain Actual Costs of Improvement Area #2A Projects not paid
from proceeds of the Improvement Area #2A Bonds solely from the revenue collected from
Improvement Area #2A Assessments, including Improvement Area #2A Annual Installments, but
subordinate to the lien on the Improvement Area #2A Assessments pledged to the payment of
Improvement Area #2A Bonds.
“Improvement Area #2A Reimbursement Obligation” means an amount secured by the
Improvement Area #2A Assessment to be paid to the Owner pursuant to the Improvement Area
#2A Reimbursement Agreement. The projected Improvement Area #2A Annual Installments for
the Improvement Area #2A Reimbursement Obligation are shown on Exhibit H-2.
“Indenture” means an Indenture of Trust entered into between the City and the Trustee in
connection with the issuance of each series of PID Bonds, as amended from time to time,
between the City and the Trustee setting forth terms and conditions related to a series of PID
Bonds.
“Lot” means (1) for any portion of the District for which a final subdivision plat has been recorded
in the Official Public Records of the County, a tract of land described by “lot” in such subdivision
plat; and (2) for any portion of the District for which a subdivision plat has not been recorded in
the Plat or Official Public Records of the County, a tract of land anticipated to be described as a
“Lot” in a final recorded subdivision plat as shown on a concept plan or a preliminary plat. A “Lot”
shall not include real property owned by a government entity, even if such property is designated
as a separate described tract or lot on a recorded subdivision plat.
“Lot Type” means a classification of final building Lots with similar characteristics (e.g. lot size,
home product, buildout value, etc.), as determined by the Administrator and confirmed by the
City Council. In the case of single-family residential Lots, the Lot Type shall be further defined by
classifying the residential Lots by the Estimated Buildout Value of the Lot as shown on Exhibit E.
“Lot Type 1” means a lot within Improvement Area #1 marketed to homebuilders as a 40’ Lot,
with an Estimated Buildout Value of $430,000.
“Lot Type 2” means a lot within Improvement Area #1 marketed to homebuilders as a 50’ Lot,
with an Estimated Buildout Value of $480,000.
“Lot Type 3” means a lot within Improvement Area #2A marketed to homebuilders as a 40’ Lot,
with an Estimated Buildout Value of $430,000.
“Lot Type 4” means a lot within Improvement Area #2A marketed to homebuilders as a 50’ Lot,
with an Estimated Buildout Value of $480,000.
ANACAPRI PUBLIC IMPROVEMENT DISTRICT
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 12
“Maximum Assessment” means for each Lot, an Assessment equal to the lesser of (1) the
amount calculated pursuant to Section VI.A, or (2) for each Lot Type, the amount shown on
Exhibit E. The Maximum Assessment shall be calculated at the time a final plat is recorded.
“Non-Assessed Property” means Parcels that accrue special benefit from the Authorized
Improvements, as determined by the City Council, but are not assessed. The Non-Assessed
Property includes the lagoon, multifamily and commercial areas adjacent to the District.
“Non-Benefitted Property” means Parcels within the boundaries of the District that accrue no
special benefit from the Authorized Improvements as determined by the City Council.
“Notice of Assessment Termination” means a document that shall be recorded in the Official
Public Records of the County the termination of an Assessment, a form of which is attached as
Exhibit J.
“Parcel” or “Parcels” means a specific property within the District identified by either a tax parcel
identification number assigned by the Collin Central Appraisal District for real property tax
purposes, by legal description, or by lot and block number in a final subdivision plat recorded in
the Plat or Official Public Records of the County, or by any other means determined by the City.
“Phase 1A Plat” means the plat to which assessments are allocated to the 191 parcels per Section
V.A, as shown in Exhibit A-7.
“PID Act” means Chapter 372, Texas Local Government Code, as amended.
“PID Bonds” means any bonds issued by the City in one or more series and secured in whole or
in part by Assessments.
“Prepayment” means the payment of all or a portion of an Assessment before the due date of
the final Annual Installment thereof. Amounts received at the time of a Prepayment which
represent a payment of principal, interest, or penalties on a delinquent installment of an
Assessment are not to be considered a Prepayment, but rather are to be treated as the payment
of the regularly scheduled Annual Installment.
“Prepayment Costs” means interest, including Additional Interest and Annual Collection Costs to
the date of Prepayment.
“Service and Assessment Plan” means the AnaCapri Public Improvement District Service and
Assessment Plan approved on September 13, 2022, by Ordinance No. 1001-2022, which is to be
replaced in its entirety by this 2023 Amended and Restated Service and Assessment Plan.
“Service Plan” covers a period of at least five years and defines the annual indebtedness and
projected costs of the Authorized Improvements, more specifically described in Section IV.
"TIRZ No. 4" means the Reinvestment Zone Number Four, City of Anna, Texas.
ANACAPRI PUBLIC IMPROVEMENT DISTRICT
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 13
"TIRZ No. 4 Annual Credit Amount" is defined in Section V.F, which amount shall not annually
exceed the TIRZ No. 4 Maximum Annual Credit Amount, and which shall be transferred from the
TIRZ No. 4 Fund to the applicable pledged revenue fund pursuant to the Development
Agreement.
“TIRZ No. 4 PID Account” means an account of the TIRZ No. 4 Fund where the TIRZ No. 4
Revenues are deposited.
"TIRZ No. 4 Project and Finance Plan" means the Reinvestment Zone Number Four, City of Anna,
Texas Project and Finance Plan, dated December 14, 2021.
"TIRZ No. 4 Fund" means the tax increment fund created pursuant to the TIRZ No. 4 Ordinance
where TIRZ No. 4 Revenues are deposited annually.
“TIRZ No. 4 Maximum Annual Credit Amount” means for each Lot Type, the amount of TIRZ No.
4 Revenues provided as a Credit against the Annual Installment, as further defined in Section V.F
and shown on Exhibit F.
"TIRZ No. 4 Ordinance" means Ordinance No. 951-2021 adopted by the City Council approving
the TIRZ No. 4 Project and Finance Plan and authorizing the use of TIRZ No. 4 Revenues for project
costs under the Chapter 311, Texas Tax Code as amended, and related to certain public
improvements as provided for in the TIRZ No. 4 Project and Finance Plan.
"TIRZ No. 4 Revenues" mean, for each year, the amounts which are deposited in the TIRZ No. 4
Fund pursuant to the TIRZ No. 4 Ordinance.
“Trustee” means the trustee or successor trustee under an Indenture.
ANACAPRI PUBLIC IMPROVEMENT DISTRICT
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 14
Section II: The District
The District includes approximately 284.952 contiguous acres located within the corporate limits
of the City, the boundaries of which are more particularly described by the legal description on
Exhibit L-1 and depicted on Exhibit A-1. Development of the District is anticipated to include
approximately 1,233 Lots developed with single-family homes.
Improvement Area #1 includes approximately 97.716 contiguous acres located within the
corporate limits of the City, the boundaries of which are more particularly described by the legal
description on Exhibit L-2 and depicted on Exhibit A-2. Development of Improvement Area #1 is
anticipated to include approximately 457 Lots developed with single-family homes (168 single-
family homes classified as Lot Type 1, and 289 single-family homes classified as Lot Type 2).
Improvement Area #2 includes both Improvement Area #2A and Improvement Area #2 –
Remainder Property, as described on Exhibit L-3, and depicted on Exhibit A-4, consisting of
approximately 179.451 acres.
Improvement Area #2A includes approximately 66.262 contiguous acres located within the
corporate limits of the City, the boundaries of which are more particularly described by the legal
description on Exhibit L-4 and depicted on Exhibit A-5. Development of Improvement Area #2A
is anticipated to include approximately 237 Lots developed with single-family homes (91 single-
family homes classified as Lot Type 3, and 146 single-family homes classified as Lot Type 4).
Improvement Area #2 – Remainder Property includes approximately 113.189 contiguous acres
located within the corporate limits of the City, the boundaries of which are more particularly
described by the legal description on Exhibit L-5 and depicted on Exhibit A-6. Development of
Improvement Area #2 – Remainder Property is anticipated to include approximately 539 Lots
developed with single-family homes.
Section III: Authorized Improvements and Bond Issuance Costs
The City, based on information provided by the Developer and its engineer and reviewed by the
City staff and by third-party consultants retained by the City, has determined that the Authorized
Improvements confer a special benefit on the Assessed Property. Authorized Improvements will
be designed and constructed in accordance with the City’s standards and specifications and will
be owned and operated by the City. The budget for the Authorized Improvements is shown on
Exhibit B-1.
A. Improvement Area #1 Improvements
Roadway Improvements
ANACAPRI PUBLIC IMPROVEMENT DISTRICT
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 15
Improvements including subgrade stabilization, concrete and reinforcing steel for
roadways, testing, and handicapped ramps. All related earthwork, excavation, erosion
control, intersections, and re-vegetation of all disturbed areas within the right-of-way are
included. The street improvements will provide benefit to each Lot within Improvement
Area #1.
Water Systems
Improvements including trench excavation and embedment, trench safety, PVC piping,
manholes, service connections, testing, related earthwork, excavation, erosion control,
and all necessary appurtenances required to provide water service to all Lots within
Improvement Area #1.
Sanitary Sewer
Improvements including trench excavation and embedment, trench safety, PVC piping,
ductile iron encasement, boring, manholes, service connections, testing, related
earthwork, excavation, erosion control and all necessary appurtenances required to
provide wastewater service to all Lots within Improvement Area #1.
Storm Sewer
Improvements including earthen channels, swales, curb and drop inlets, RCP piping and
boxes, headwalls, concrete flumes, rock rip rap, concrete outfalls, and testing as well as
all related earthwork, excavation, erosion control and all necessary appurtenances
required to provide storm drainage for all Lots within Improvement Area #1.
Site Fencing, Retaining Walls, Landscape
Improvements include all related earthwork, excavation, erosion control, retaining walls,
signage, utility infrastructure, drainage infrastructure, lighting, landscaping, irrigation and
re-vegetation of all disturbed areas.
Soft Costs
Costs related to designing, constructing, and installing the Improvement Area #1
Improvements including land planning and design, City fees, engineering, soil testing,
survey, construction management, contingency, District Formation Costs, legal costs,
consultants, and costs associated with financing the Improvement Area #1
Improvements.
B. Improvement Area #2 Improvements
Roadways Improvements
Improvements including subgrade stabilization, concrete and reinforcing steel for
ANACAPRI PUBLIC IMPROVEMENT DISTRICT
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 16
roadways, testing, and handicapped ramps. All related earthwork, excavation, erosion
control, intersections, and re-vegetation of all disturbed areas within the right-of-way are
included. The street improvements will provide benefit to each Lot within Improvement
Area #2.
Water Systems
Improvements including trench excavation and embedment, trench safety, PVC piping,
manholes, service connections, testing, related earthwork, excavation, erosion control,
and all necessary appurtenances required to provide water service to all Lots within
Improvement Area #2.
Sanitary Sewer
Improvements including trench excavation and embedment, trench safety, PVC piping,
ductile iron encasement, boring, manholes, service connections, testing, related
earthwork, excavation, erosion control and all necessary appurtenances required to
provide wastewater service to all Lots within Improvement Area #2.
Storm Sewer
Improvements including earthen channels, swales, curb and drop inlets, RCP piping and
boxes, headwalls, concrete flumes, rock rip rap, concrete outfalls, and testing as well as
all related earthwork, excavation, erosion control and all necessary appurtenances
required to provide storm drainage for all Lots within Improvement Area #2.
Site Fencing, Retaining Walls, Landscape
Improvements include all related earthwork, excavation, erosion control, retaining walls,
signage, utility infrastructure, drainage infrastructure, lighting, landscaping, irrigation and
re-vegetation of all disturbed areas within Improvement Area #2.
Soft Costs
Costs related to designing, constructing, and installing the Improvement Area #2
Improvements including land planning and design, City fees, engineering, soil testing,
survey, construction management, contingency, District Formation Costs, legal costs,
consultants, and costs associated with financing the Improvement Area #2
Improvements.
C. Improvement Area #2A Improvements
Roadway Improvements
Improvements including subgrade stabilization, concrete and reinforcing steel for
roadways, testing, and handicapped ramps. All related earthwork, excavation, erosion
ANACAPRI PUBLIC IMPROVEMENT DISTRICT
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 17
control, intersections, and re-vegetation of all disturbed areas within the right-of-way are
included. The street improvements will provide benefit to each Lot within Improvement
Area #2A.
Water Systems
Improvements including trench excavation and embedment, trench safety, PVC piping,
manholes, service connections, testing, related earthwork, excavation, erosion control,
and all necessary appurtenances required to provide water service to all Lots within
Improvement Area #2A.
Sanitary Sewer
Improvements including trench excavation and embedment, trench safety, PVC piping,
ductile iron encasement, boring, manholes, service connections, testing, related
earthwork, excavation, erosion control and all necessary appurtenances required to
provide wastewater service to all Lots within Improvement Area #2A.
Storm Sewer
Improvements including earthen channels, swales, curb and drop inlets, RCP piping and
boxes, headwalls, concrete flumes, rock rip rap, concrete outfalls, and testing as well as
all related earthwork, excavation, erosion control and all necessary appurtenances
required to provide storm drainage for all Lots within Improvement Area #2A.
Site Fencing, Retaining Walls, Landscape
Improvements include all related earthwork, excavation, erosion control, retaining walls,
signage, utility infrastructure, drainage infrastructure, lighting, landscaping, irrigation and
re-vegetation of all disturbed areas within Improvement Area #2A.
Soft Costs
Costs related to designing, constructing, and installing the Improvement Area #2A
Improvements including land planning and design, City fees, engineering, soil testing,
survey, construction management, contingency, District Formation Costs, legal costs,
consultants, and costs associated with financing the Improvement Area #2A
Improvements.
D. Bond Issuance Costs
Debt Service Reserve Fund
Equals the amount to be deposited in a debt service reserve fund under an applicable
Indenture in connection with the issuance of PID Bonds.
ANACAPRI PUBLIC IMPROVEMENT DISTRICT
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 18
Underwriter’s Discount
Equals a percentage of the par amount of a particular series of PID Bonds related to the
costs of underwriting such PID Bonds and the underwriter’s attorney fees.
Costs of Issuance
Includes costs of issuing a particular series of PID Bonds, including but not limited to issuer
fees, attorney fees, financial advisory fees, consultant fees, appraisal fees, printing costs,
publication costs, City costs, fees charged by the Texas Attorney General, and any other
cost or expense directly associated with the issuance of PID Bonds.
E. Other Costs
Deposit to Administrative Fund
Equals the amount necessary to fund the first year’s Annual Collection Costs for a
particular series of PID Bonds.
Section IV: Service Plan
The PID Act requires the Service Plan to (i) cover a period of at least five years, (ii) define the
annual projected costs and indebtedness for the Authorized Improvements undertaken within
the District during the five-year period and (iii) include a copy of the notice form required by
Section 5.014 of the Texas Property Code, as amended. The Service Plan must be reviewed and
updated by the City Council at least annually in each Annual Service Plan Update. Exhibit C
summarizes the Service Plan for Improvement Area #1, and Improvement Area #2A. The notice
form required by Section 5.014 of the Texas Property Code is attached hereto as Appendix B.
Exhibit D-1 summarizes the sources and uses of funds required to construct the Authorized
Improvements. The sources and uses of funds shown on Exhibit D-1 shall be updated in the
Annual Service Plan Update to reflect any budget revisions and Actual Costs.
Section V: Assessment Plan
The PID Act allows the City Council to apportion the costs of the Authorized Improvements to the
Assessed Property based on the special benefit received from the Authorized Improvements. The
PID Act provides that such costs may be apportioned: (1) equally per front foot or square foot;
(2) according to the value of property as determined by the City, with or without regard to
improvements constructed on the property; or (3) in any other manner approved by the City that
results in imposing equal shares of such costs on property similarly benefited. The PID Act further
provides that the governing body may establish by ordinance or order reasonable classifications
ANACAPRI PUBLIC IMPROVEMENT DISTRICT
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 19
and formulas for the apportionment of the cost between the City and the area to be assessed
and the methods of assessing the special benefits for various classes of improvements.
This section of this 2023 Amended and Restated Service and Assessment Plan describes the
special benefit received by each Parcel within the District as a result of the Authorized
Improvements and provides the basis and justification for the determination that this special
benefit equals or exceeds the amount of the Assessments to be levied on the Assessed Property
for such Authorized Improvements.
The determination by the City Council of the assessment methodologies set forth below is the
result of the discretionary exercise by the City Council of its legislative authority and
governmental powers and is conclusive and binding on the Developer and all future owners and
developers of the Assessed Property.
A. Assessment Methodology
The City Council, acting in its legislative capacity based on information provided by the Developer
and its engineer and reviewed by the City staff and by third-party consultants retained by the
City, has determined that the costs related to the Authorized Improvements shall be allocated
as follows:
The costs of the Improvement Area #1 Projects were allocated 100% to Improvement
Area #1 Assessed Property based on the ratio of the Estimated Buildout Value of each Lot
Type designated as Improvement Area #1 Assessed Property to the Estimated Buildout
Value of all Improvement Area #1 Assessed Property. Currently, the Improvement Area
#1 Initial Parcel is the only Parcel within Improvement Area #1, and as such, the
Improvement Area #1 Initial Parcel is allocated 100% of the Improvement Area #1
Projects.
The costs of the Improvement Area #2 Improvements allocable to Improvement Area #2
– Remainder Property Appropriated Property were appropriated to Improvement Area
#2 – Remainder Property Appropriated Property pro rata based on the Estimated Buildout
Value of all Parcels within Improvement Area #2, as depicted on Exhibit B-2.
The costs of the Improvement Area #2A Projects were allocated 100% to Improvement
Area #2A Assessed Property based on the ratio of the Estimated Buildout Value of each
Lot Type designated as Improvement Area #2A Assessed Property to the Estimated
Buildout Value of all Improvement Area #2A Assessed Property. Currently, the
Improvement Area #2A Initial Parcel is the only Parcel within Improvement Area #2A, and
as such, the Improvement Area #2A Initial Parcel is allocated 100% of the Improvement
Area #2A Projects.
ANACAPRI PUBLIC IMPROVEMENT DISTRICT
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 20
B. Assessments
Assessments were levied on the Assessed Property according to the Improvement Area #1
Assessment Roll, and Improvement Area #2A Assessment Roll attached hereto as Exhibit G-1,
and Exhibit H-1, respectively. The projected Annual Installments for Improvement Area #1, and
Improvement Area #2A, are shown on Exhibit G-2, and Exhibit H-2, respectively, and are subject
to revisions made in any Annual Service Plan Update.
The Maximum Assessment for each Lot Type within Improvement Area #1, and Improvement
Area #2A is shown on Exhibit E. In no case will the Assessment for Lot Type 1, Lot Type 2, Lot
Type 3, or Lot Type 4 within Improvement Area #1, and Improvement Area #2A, exceed the
corresponding Maximum Assessment.
C. Findings of Special Benefit
The City Council, acting in its legislative capacity based on information provided by the Developer
and its engineer and reviewed by the City staff and by third-party consultants retained by the
City, has found and determined:
Improvement Area #1
The costs of the Improvement Area #1 Projects equal $22,074,164 1 as shown on
Exhibit B-1;
The Improvement Area #1 Assessed Property receives special benefit from the
Improvement Area #1 Projects equal to or greater than the Actual Cost of the
Improvement Area #1 Projects;
With the adoption of the 2022 Assessment Ordinance, the Improvement Area #1
Initial Parcel was allocated 100% of the Improvement Area #1 Assessment levied
for the Improvement Area #1 Projects, which equaled $22,145,000 (and which
Assessment has been lowered to $20,343,000), as shown on the Improvement
Area #1 Assessment Roll attached hereto as Exhibit G-1;
The special benefit ( ≥ $22,074,164) received by the Improvement Area #1 Initial
Parcel from the Improvement Area #1 Projects is equal to or greater than the
amount of the Improvement Area #1 Assessment ($20,343,000) levied on the
Improvement Area #1 Initial Parcel for the Improvement Area #1 Projects; and
At the time the City Council approved the Service and Assessment Plan, the
Developer owned 100% of the Improvement Area #1 Initial Parcel. The Developer
acknowledged that the Improvement Area #1 Projects confer a special benefit on
1 Inclusive of changes to the original costs as shown on Exhibit B-1.
ANACAPRI PUBLIC IMPROVEMENT DISTRICT
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 21
the Improvement Area #1 Initial Parcel and consented to the imposition of the
Improvement Area #1 Assessment to pay for the Actual Costs associated
therewith. The Developer ratified, confirmed, accepted, agreed to, and approved:
(1) the determinations and findings by the City Council as to the special benefits
described herein and the 2022 Assessment Ordinance; (2) the Service and
Assessment Plan and the 2022 Assessment Ordinance; and (3) the levying of the
Improvement Area #1 Assessment on the Improvement Area #1 Initial Parcel.
Improvement Area #2A
The costs of the Improvement Area #2A Projects equal $11,699,191 2 as shown on
Exhibit B -1;
The Improvement Area #2A Assessed Property receives special benefit from the
Improvement Area #2A Projects equal to or greater than the Actual Cost of the
Improvement Area #2A Projects;
With the adoption of the 2022 Assessment Ordinance, the Improvement Area #2A
Initial Parcel was allocated 100% of the Improvement Area #2A Assessment levied
for the Improvement Area #2A Projects, which equaled $11,025,000 (and which
Assessment has been lowered to $10,136,000), as shown on the Improvement
Area #2A Assessment Roll attached hereto as Exhibit H-1;
The special benefit ( ≥ $11,699,191) received by the Improvement Area #2A Initial
Parcel from the Improvement Area #2A Projects is equal to or greater than the
amount of the Improvement Area #2A Assessment ($10,136,000) levied on the
Improvement Area #2A Initial Parcel for the Improvement Area #2A Projects; and
At the time the City Council approved the Service and Assessment Plan, the
Developer owned 100% of the Improvement Area #2A Initial Parcel. The
Developer acknowledged that the Improvement Area #2A Projects confer a special
benefit on the Improvement Area #2A Initial Parcel and consented to the
imposition of the Improvement Area #2A Assessment to pay for the Actual Costs
associated therewith. The Developer ratified, confirmed, accepted, agreed to, and
approved: (1) the determinations and findings by the City Council as to the special
benefits described herein and the 2022 Assessment Ordinance; (2) the Service and
Assessment Plan and the 2022 Assessment Ordinance; and (3) the levying of the
Improvement Area #2A Assessment on the Improvement Area #2A Initial Parcel.
Improvement Area #2 – Remainder Property
2 Inclusive of changes to the original costs as shown on Exhibit B-1.
ANACAPRI PUBLIC IMPROVEMENT DISTRICT
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 22
The costs of the Improvement Area #2 – Remainder Property Projects equal
$4,241,421 as shown on Exhibit B-2;
The Improvement Area #2 – Remainder Property Assessed Property receives
special benefit from the Improvement Area #2 – Remainder Property Projects
equal to or greater than the Actual Cost of the Improvement Area #2 – Remainder
Property Projects;
The Improvement Area #2 – Remainder Property Initial Parcel will be allocated
100% of the Improvement Area #2 – Remainder Property Appropriation for the
Improvement Area #2 – Remainder Property Projects, which equals $4,241,421 as
shown on Exhibit B-2, of which all or a portion of such amount is expected to be
levied by the City at a later date; and
At the time the City Council approved this 2023 Amended and Restated Service
and Assessment Plan, the Developer owned 100% of the Improvement Area #2 –
Remainder Property Initial Parcel. The Developer acknowledged that the
Improvement Area #2 – Remainder Property Projects confer a special benefit on
the Improvement Area #2 – Remainder Property Initial Parcel and consented to
the imposition of the Improvement Area #2 – Remainder Property Appropriation
in anticipation of a future levy by the City Council to pay for all or a portion of the
Improvement Area #2 – Remainder Property Appropriation of Costs of
Improvement Area #2 – Remainder Property Projects associated therewith. The
Developer ratified, confirmed, accepted, agreed to, and approved: (1) the
determinations and findings by the City Council as to the special benefits
described herein; (2) this 2023 Amended and Restated Service and Assessment
Plan; and (3) the Appropriation of Costs on the Improvement Area #2 – Remainder
Property Initial Parcel.
D. Annual Collection Costs
The Annual Collection Costs shall be paid for annually by the owner of each Parcel pro rata based
on the ratio of the amount of outstanding Assessment remaining on the Parcel to the total
outstanding Assessment. The Annual Collection Costs shall be collected as part of and in the
same manner as Annual Installments in the amounts shown on the Assessment Roll, which may
be revised based on actual costs incurred in Annual Service Plan Updates.
E. Additional Interest
The interest rate on Assessments securing PID Bonds may exceed the interest rate on the PID
Bonds by the Additional Interest Rate. To the extent required by any Indenture, Additional
Interest shall be collected as part of each Annual Installment and shall be deposited pursuant to
the applicable Indenture.
ANACAPRI PUBLIC IMPROVEMENT DISTRICT
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 23
The interest on the Improvement Area #2A Assessment securing the Improvement Area #2A
Reimbursement Obligation shall be collected at rates established under the Improvement Area
#2A Reimbursement Agreement as part of the Improvement Area #2A Annual Installment.
Additional Interest cannot be collected on the Improvement Area #2A Assessment securing the
Improvement Area #2A Reimbursement Obligation.
F. TIRZ No. 4 Annual Credit Amount
The City Council has agreed to use a portion of TIRZ No. 4 Revenues (the “TIRZ No. 4 Annual Credit
Amount”) generated from each Assessed Property to offset a portion of such property’s
Assessment, as applicable.
1. The Annual Installment for an Assessed Property shall receive a TIRZ No. 4 Annual Credit
Amount equal to the TIRZ No. 4 Revenue generated by the Assessed Property for the previous
Tax Year (e.g. TIRZ No. 4 Revenue collected from the Assessed Property for Tax Year 2022
shall be applied as the TIRZ No. 4 Annual Credit Amount applicable to the Assessed Property’s
Improvement Area #1 Annual Installment to be collected in Tax Year 2023), but in no event
shall the TIRZ No. 4 Annual Credit Amount exceed the TIRZ No. 4 Maximum Annual Credit
Amount as calculated on Exhibit F for each Assessed Property.
2. The TIRZ No. 4 Maximum Annual Credit Amount available to reduce the Annual installment
for an Assessed Property is calculated for each Lot Type, as shown on Exhibit F. The TIRZ No.
4 Maximum Annual Credit Amount is calculated to be fifty percent (50%) of the City’s ad
valorem tax rate. The resulting TIRZ No. 4 Maximum Annual Credit Amount for each Lot Type
in Improvement Area #1 and Improvement Area #2A is shown in Exhibit F. This section shall
be updated if and when Assessments are levied on the Improvement Area #2 – Remainder
Property.
3. After the TIRZ No. 4 Annual Credit Amount is applied to provide a credit towards a portion of
the Annual Installment for the Assessed Property, any excess TIRZ No. 4 Revenues available
from the TIRZ No. 4 PID Account shall be held in a segregated account by the City and shall
be used in accordance with the TIRZ No. 4 Project and Finance Plan.
Section VI: Terms of the Assessments
Any reallocation of Assessments as described in this Section VI shall be considered an
administrative action of the City and will not be subject to the notice or public hearing
requirements under the PID Act.
A. Reallocation of Assessments
1. Upon Division Prior to Recording of Subdivision Plat
ANACAPRI PUBLIC IMPROVEMENT DISTRICT
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 24
Upon the division of any Assessed Property (without the recording of subdivision plat),
the Administrator shall reallocate the Assessment for the Assessed Property prior to the
division among the newly divided Assessed Properties according to the following formula:
A = B x (C ÷ D)
Where the terms have the following meanings:
A = the Assessment for the newly divided Assessed Property
B = the Assessment for the Assessed Property prior to division
C = the Estimated Buildout Value of the newly divided Assessed Property
D = the sum of the Estimated Buildout Value for all of the newly divided Assessed
Properties
The calculation of the Assessment of an Assessed Property shall be performed by the
Administrator and shall be based on the Estimated Buildout Value of that Assessed
Property, relying on information from homebuilders, market studies, appraisals, Official
Public Records of the County, and any other relevant information regarding the Assessed
Property, as provided by the Developer. The Estimated Buildout Value for Lot Type 1, Lot
Type 2, Lot Type 3, and Lot Type 4 are shown on Exhibit E and will not change in future
Annual Service Plan Updates. The calculation as confirmed by the City Council shall be
conclusive.
The sum of the Assessments for all newly divided Assessed Properties shall equal the
Assessment for the Assessed Property prior to subdivision. The calculation shall be made
separately for each newly divided Assessed Property. The reallocation of an Assessment
for an Assessed Property that is a homestead under Texas law may not exceed the
Assessment prior to the reallocation. Any reallocation pursuant to this section shall be
reflected in the next Annual Service Plan Update and approved by the City Council.
2. Upon Subdivision by a Recorded Subdivision Plat
Upon the subdivision of any Assessed Property based on a recorded subdivision plat, the
Administrator shall reallocate the Assessment for the Assessed Property prior to the
subdivision among the new subdivided Lots based on Estimated Buildout Value according
to the following formula:
A = [B x (C ÷ D)]/E
Where the terms have the following meanings:
A = the Assessment for the newly subdivided Lot
B = the Assessment for the Parcel prior to subdivision
C = the sum of the Estimated Buildout Value of all newly subdivided Lots with same
Lot Type
ANACAPRI PUBLIC IMPROVEMENT DISTRICT
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 25
D = the sum of the Estimated Buildout Value for all of the newly subdivided Lots
excluding Non-Benefitted Property
E= the number of newly subdivided Lots with same Lot Type
Prior to the recording of a subdivision plat, the Developer shall provide the City an
Estimated Buildout Value for each Lot to be create after recording the subdivision plat as
of the date of the subdivision plat is anticipated to be recorded. The calculation of the
Assessment for a Lot shall be performed by the Administrator and confirmed by the City
Council based on Estimated Buildout Value information provided by the Developer,
homebuilders, third party consultants, and/or the Official Public Records of the County
regarding the Lot. The Estimated Buildout Value for Lot Type 1, Lot Type 2, Lot Type 3,
and Lot Type 4 are shown on Exhibit E and will not change in future Annual Service Plan
Updates.
The sum of the Assessments for all newly subdivided Lots shall not exceed the Assessment
for the portion of the Assessed Property subdivided prior to subdivision. The calculation
shall be made separately for each newly subdivided Assessed Property. The reallocation
of an Assessment for an Assessed Property that is a homestead under Texas law may not
exceed the Assessment prior to the reallocation. Any reallocation pursuant to this section
shall be reflected in the next Annual Service Plan Update and approved by the City
Council.
3. Upon Consolidation
If two or more Lots or Parcels are consolidated into a single Parcel or Lot, the
Administrator shall allocate the Assessments against the Lots or Parcels before the
consolidation to the consolidated Lot or Parcel, which allocation shall be reflected in the
next Annual Service Plan Update and approved by the City Council. The Assessment for
any resulting Lot may not exceed the Maximum Assessment for the applicable Lot Type
and compliance may require a mandatory Prepayment of Assessments pursuant to
Section VI.C.
B. Mandatory Prepayment of Assessments
If an Assessed Property or a portion thereof is conveyed to a party that is exempt from payment
of the Assessment under applicable law, or the owner causes a Lot, Parcel or portion thereof to
become Non-Benefitted Property, the owner of such Lot, Parcel or portion there of shall pay to
the City the full amount of the Assessment, plus all Prepayment Costs and Delinquent Collection
Costs for such Assessed Property, prior to any such conveyance or act. Following payment of the
foregoing costs in full, the City shall provide the owner with a recordable “Notice of PID
Assessment Termination,” a form of which is attached hereto as Exhibit J.
C. True-Up of Assessments if Maximum Assessment Exceeded at Plat
ANACAPRI PUBLIC IMPROVEMENT DISTRICT
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 26
Prior to the City approving a final subdivision plat, the Administrator will certify that such plat
will not result in the Assessment per Lot for any Lot Type to exceed the Maximum Assessment. If
the Administrator determines that the resulting Assessment per Lot for any Lot Type will exceed
the Maximum Assessment for that Lot Type, then (1) the Assessment applicable to each Lot Type
shall each be reduced to the Maximum Assessment, and (2) the person or entity filing the plat
shall pay to the City the amount the Assessment was reduced, plus Prepayment Costs and
Delinquent Collection Costs, if any, prior to the City approving the final plat. The City’s approval
of a plat without payment of such amounts does not eliminate the obligation of the person or
entity filing the plat to pay such amounts.
D. Reduction of Assessments
If as a result of cost savings or the failure to construct all or a portion of an Authorized
Improvement, the Actual Costs of completed Authorized Improvements are less than the
Assessments, (i) in the event PID Bonds are not issued, the City Council shall reduce each
Assessment on a pro rata basis such that the sum of the resulting reduced Assessments for all
Assessed Property equals the reduced Actual Costs that were expended, or (ii) in the event that
PID Bonds are issued, the Trustee shall apply amounts on deposit in the applicable account of the
Project Fund, relating to the PID Bonds, that are not expected to be used for purposes of the
Project Fund to redeem outstanding PID Bonds, unless otherwise directed by the applicable
Indenture. Excess PID Bond proceeds shall be applied to redeem outstanding PID Bonds. The
Assessments shall not, however, be reduced to an amount less than the amount required to pay
all debt service requirements on all outstanding PID Bonds.
The Administrator shall update (and submit to the City Council for review and approval as part of
the next Annual Service Plan Update) the Assessment Roll and corresponding Annual Installments
to reflect the reduced Assessments.
E. Prepayment of Assessments
The owner of any Assessed Property may pay, at any time, all or any part of an Assessment in
accordance with the PID Act. Prepayment Costs, if any, may be paid from a reserve established
under the applicable Indenture. If an Annual Installment has been billed, or the Annual Service
Plan Update has been approved by City Council prior to the Prepayment, the Annual Installment
shall be due and payable and shall be credited against the Prepayment. If an Assessment on an
Assessed Property is prepaid in full, with Prepayment Costs, (1) the Administrator shall cause the
Assessment to be reduced to zero on said Assessed Property and the Assessment Roll to be
revised accordingly; (2) the Administrator shall prepare the revised Assessment Roll and submit
such revised Assessment Roll to the City Council for review and approval as part of the next
Annual Service Plan Update; (3) the obligation to pay the Assessment and corresponding Annual
ANACAPRI PUBLIC IMPROVEMENT DISTRICT
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 27
Installments shall terminate with respect to said Assessed Property; and (4) the City shall provide
the owner with a recordable “Notice of PID Assessment Termination.”
If an Assessment on an Assessed Property is prepaid in part, with Prepayment Costs: (1) the
Administrator shall cause the Assessment to be reduced on said Assessed Property and the
Assessment Roll revised accordingly; (2) the Administrator shall prepare the revised Assessment
Roll and submit to the City Council for review and approval as part of the next Annual Service
Plan Update; and (3) the obligation to pay the Assessment will be reduced to the extent of the
Prepayment made.
For purposes of Prepayments, the Improvement Area #2A Reimbursement Obligation is and will
remain subordinated to (i) the Improvement Area #2A Bonds and (ii) any additional PID Bonds
secured by a parity lien on the Improvement Area #2A Assessments issued to refinance all or a
portion of the Improvement Area #2A Reimbursement Obligation. For purposes of Prepayments,
additional PID Bonds issued to refinance all or a portion of the Improvement Area #2A
Reimbursement Obligation will be on parity with the Improvement Area #2A Bonds.
F. Payment of Assessment in Annual Installments
Assessments that are not paid in full shall be due and payable in Annual Installments. Exhibit G-
2 shows the projected Improvement Area #1 Annual Installments, and Exhibit H-2 shows the
projected Improvement Area #2A Annual Installments. Annual Installments are subject to
adjustment in each Annual Service Plan Update.
Prior to the recording of a final subdivision plat, if any Parcel shown on the Assessment Roll is
assigned multiple tax parcel identification numbers for billing and collection purposes, the Annual
Installment shall be allocated pro rata based on the acreage of the property not including any
Non-Benefitted Property or non-assessed property, as shown by the Collin Central Appraisal
District for each tax parcel identification number.
The Administrator shall prepare and submit to the City Council for its review and approval an
Annual Service Plan Update to allow for the billing and collection of Annual Installments. Each
Annual Service Plan Update shall include updated Assessment Rolls and updated calculations of
Annual Installments. The Annual Collection Costs for a given Assessment shall be paid by the
owner of each Parcel pro rata based on the ratio of the amount of outstanding Assessment
remaining on the Parcel to the total outstanding Assessment. Annual Installments shall be
reduced by any credits applied under an applicable Indenture, such as capitalized interest,
interest earnings on account balances, and any other funds available to the Trustee for such
purposes. Annual Installments shall be collected by the City in the same manner and at the same
time as ad valorem taxes. Annual Installments shall be subject to the penalties, procedures, and
foreclosure sale in case of delinquencies as set forth in the PID Act and in the same manner as ad
ANACAPRI PUBLIC IMPROVEMENT DISTRICT
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 28
valorem taxes due and owing to the City. The City Council may provide for other means of
collecting Annual Installments. Assessments shall have the lien priority specified in the PID Act.
Sales of the Assessed Property for nonpayment of Annual Installments shall be subject to the lien
for the remaining unpaid Annual Installments against the Assessed Property, and the Assessed
Property may again be sold at a judicial foreclosure sale if the purchaser fails to timely pay any of
the remaining unpaid Annual Installments as they become due and payable.
The City reserves the right to refund PID Bonds in accordance with applicable law, including the
PID Act. In the event of a refunding, the Administrator shall recalculate the Annual Installments
so that total Annual Installments will be sufficient to pay the refunding bonds, and the refunding
bonds shall constitute “PID Bonds.”
Each Annual Installment of an Assessment, including interest on the unpaid principal of the
Assessment, shall be updated annually. Each Annual Installment shall be due when billed and
shall be delinquent if not paid prior to February 1 of the following year. The initial Annual
Installments shall be due when billed and shall be delinquent if not paid prior to February 1, 2023.
Failure of an owner of an Assessed Property to receive an invoice for an Annual Installment on
the property tax bill shall not relieve said owner of the responsibility for payment of the
Assessment. Assessments, or Annual Installments thereof, that are delinquent shall incur
Delinquent Collection Costs. The City may provide for other means of collecting the Annual
Installments to the extent permitted by the PID Act, or other applicable law.
G. Prepayment as a Result of an Eminent Domain Proceeding or Taking
Subject to applicable law, if any portion of any Parcel of Assessed Property is taken from an owner
as a result of eminent domain proceedings or if a transfer of any portion of any Parcel of Assessed
Property is made to an entity with the authority to condemn all or a portion of the Assessed
Property in lieu of or as a part of an eminent domain proceeding (a “Taking”), the portion of the
Assessed Property that was taken or transferred (the “Taken Property”) shall be reclassified as
Non-Benefitted Property.
For the Assessed Property that is subject to the Taking as described in the preceding paragraph,
the Assessment that was levied against the Assessed Property (when it was included in the Taken
Property) prior to the Taking shall remain in force against the remaining Assessed Property (the
Assessed Property less the Taken Property) (the “Remaining Property”), following the
reclassification of the Taken Property as Non-Benefitted Property, subject to an adjustment of
the Assessment applicable to the Remaining Property after any required Prepayment as set forth
below. The owner of the Remaining Property will remain liable to pay in Annual Installments, or
payable as otherwise provided by this 2023 Amended and Restated Service and Assessment Plan,
as updated, or the PID Act, the Assessment that remains due on the Remaining Property, subject
to an adjustment in the Assessment applicable to the Remaining Property after any required
ANACAPRI PUBLIC IMPROVEMENT DISTRICT
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 29
Prepayment as set forth below. Notwithstanding the foregoing, if the Assessment that remains
due on the Remaining Property exceeds the applicable Maximum Assessment, the owner of the
Remaining Property will be required to make a Prepayment in an amount necessary to ensure
that the Assessment against the Remaining Property does not exceed such Maximum
Assessment, in which case the Assessment applicable to the Remaining Property will be reduced
by the amount of the partial Prepayment. If the City receives all or a portion of the eminent
domain proceeds (or payment made in an agreed sale in lieu of condemnation), such amount
shall be credited against the amount of prepayment, with any remainder credited against the
assessment on the Remainder Property.
In all instances the Assessment remaining on the Remaining Property shall not exceed the
applicable Maximum Assessment.
By way of illustration, if an owner owns 100 acres of Assessed Property subject to a $100
Assessment and 10 acres is taken through a Taking, the 10 acres of Taken Property shall be
reclassified as Non-Benefitted Property and the remaining 90 acres of Remaining Property shall
be subject to the $100 Assessment (provided that this $100 Assessment does not exceed the
Maximum Assessment on the Remaining Property). If the Administrator determines that the
$100 Assessment reallocated to the Remaining Property would exceed the Maximum
Assessment, as applicable, on the Remaining Property by $10, then the owner shall be required
to pay $10 as a Prepayment of the Assessment against the Remaining Property and the
Assessment on the Remaining Property shall be adjusted to be $90.
Notwithstanding the previous paragraphs in this subsection, if the owner of the Taken Property
notifies the City and the Administrator that the Taking prevents the Remaining Property from
being developed for any use which could support the Estimated Buildout Value requirement, the
owner shall, upon receipt of the compensation for the Taken Property, be required to prepay the
amount of the Assessment required to buy down the outstanding Assessment to the applicable
Maximum Assessment on the Remaining Property to support the Estimated Buildout Value
requirement. Said owner will remain liable to pay the Annual Installments on both the Taken
Property and the Remaining Property until such time that such Assessment has been prepaid in
full.
Notwithstanding the previous paragraphs in this subsection, the Assessments shall never be
reduced to an amount less than the amount required to pay all outstanding debt service
requirements on all outstanding PID Bonds.
Section VII: Assessment Roll
The Improvement Area #1 Assessment Roll is attached as Exhibit G-1. The Administrator shall
prepare and submit to the City Council for review and approval proposed revisions to the
ANACAPRI PUBLIC IMPROVEMENT DISTRICT
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 30
Improvement Area #1 Assessment Roll and Improvement Area #1 Annual Installments for each
Parcel as part of each Annual Service Plan Update.
The Improvement Area #2A Assessment Roll is attached as Exhibit H-1. The Administrator shall
prepare and submit to the City Council for review and approval proposed revisions to the
Improvement Area #2A Assessment Roll and Improvement Area #2A Annual Installments for each
Parcel as part of each Annual Service Plan Update.
Section VIII: Additional Provisions
A. Calculation Errors
If the owner of a Parcel claims that an error has been made in any calculation required by this
2023 Amended and Restated Service and Assessment Plan, including, but not limited to, any
calculation made as part of any Annual Service Plan Update, said owner’s sole and exclusive
remedy shall be to submit a written notice of error to the Administrator by December 1st of the
year following City Council’s approval of the calculation. Otherwise, said owner shall be deemed
to have unconditionally approved and accepted the calculation. The Administrator shall provide
a written response to the City Council and the owner not later than 30 days of such receipt of a
written notice of error by the Administrator. The City Council shall consider the owner’s notice
of error and the Administrator’s response at a public meeting, and not later than 30 days after
closing such meeting, the City Council shall make a final determination as to whether an error
has been made. If the City Council determines that an error has been made, the City Council take
such corrective action as is authorized by the PID Act, this 2023 Amended and Restated Service
and Assessment Plan, the applicable Assessment Ordinance, the applicable Indenture, or as
otherwise authorized by the discretionary power of the City Council. The determination by the
City Council as to whether an error has been made, and any corrective action taken by the City
Council, shall be final and binding on the owner and the Administrator.
B. Amendments
Amendments to this 2023 Amended and Restated Service and Assessment Plan must be made
by the City Council in accordance with the PID Act . To the extent permitted by the PID Act, this
2023 Amended and Restated Service and Assessment Plan may be amended without notice to
owners of the Assessed Property: (1) to correct mistakes and clerical errors; (2) to clarify
ambiguities; and (3) to provide procedures to collect Assessments, Annual Installments, and
other charges imposed by this 2023 Amended and Restated Service and Assessment Plan.
C. Administration and Interpretation
The Administrator shall: (1) perform the obligations of the Administrator as set forth in this 2023
Amended and Restated Service and Assessment Plan; (2) administer the District for and on behalf
ANACAPRI PUBLIC IMPROVEMENT DISTRICT
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 31
of and at the direction of the City Council; and (3) interpret the provisions of this 2023 Amended
and Restated Service and Assessment Plan. Interpretations of this 2023 Amended and Restated
Service and Assessment Plan by the Administrator shall be in writing and shall be appealable to
the City Council by owners of Assessed Property adversely affected by the interpretation.
Appeals shall be decided by the City Council after holding a public meeting at which all interested
parties have an opportunity to be heard. Decisions by the City Council shall be final and binding
on the owners of Assessed Property and developers and their successors and assigns.
D. Form of Buyer Disclosure
Per Section 5.014 of the Texas Property Code, as amended, this 2023 Amended and Restated
Service and Assessment Plan, and any future Annual Service Plan Updates, shall include a form
of the buyer disclosures for the district. The buyer disclosures are attached hereto as Appendix
B. Within seven days of approval by the city Council, the City shall file and record in the real
property records of the County the 2022 Assessment Ordinance of this 2023 Amended and
Restated Service and Assessment Plan, or any future Annual Service Plan Updates. The executed
ordinance, including any attachments, approving this 2023 Amended and Restated Service and
Assessment Plan or any future Annual Service Plan Updates shall be filed and recorded in their
entirety.
E. Severability
If any provision of this 2023 Amended and Restated Service and Assessment Plan is determined
by a governmental agency or court to be unenforceable, the unenforceable provision shall be
deleted and, to the maximum extent possible, shall be rewritten to be enforceable. Every effort
shall be made to enforce the remaining provisions.
ANACAPRI PUBLIC IMPROVEMENT DISTRICT
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 32
Exhibits
The following Exhibits are attached to and made a part of this 2023 Amended and Restated
Service and Assessment Plan for all purposes:
Exhibit A-1 Map of the District
Exhibit A-2 Map of Improvement Area #1
Exhibit A-3 Maps of Improvement Area #1 Initial Parcel Remainder Area
Exhibit A-4 Map of Improvement Area #2
Exhibit A-5 Map of Improvement Area #2A
Exhibit A-6 Map of Improvement Area #2 - Remainder Property
Exhibit A-7 Improvement Area #1 Lot Type Classification Map
Exhibit A-8 Improvement Area #2A Lot Type Classification Map
Exhibit B-1 Authorized Improvements
Exhibit B-2 Appropriation of Costs
Exhibit C Service Plan
Exhibit D Sources and Uses of Funds
Exhibit E Maximum Assessment and Tax Rate Equivalent
Exhibit F TIRZ No. 4 Maximum Annual Credit Amount
Exhibit G-1 Improvement Area #1 Assessment Roll
Exhibit G-2 Improvement Area #1 Annual Installments
Exhibit H-1 Improvement Area #2A Assessment Roll
Exhibit H-2 Improvement Area #2A Projected Annual Installments
Exhibit I-1 Maps of Improvement Area #1 Improvements
Exhibit I-2 Maps of Improvement Area #2 Improvements
Exhibit I-3 Maps of Improvement Area #2A Improvements
Exhibit J Form of Notice of PID Assessment Termination
Exhibit K Debt Service Schedule for the Improvement Area #1 Bonds
Exhibit L-1 District Legal Description
Exhibit L-2 Improvement Area #1 Legal Description
Exhibit L-3 Improvement Area #2 Legal Description
Exhibit L-4 Improvement Area #2A Legal Description
Exhibit L-5 Improvement Area #2 - Remainder Property Legal Description
ANACAPRI PUBLIC IMPROVEMENT DISTRICT
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 33
Appendices
The following Appendices are attached to and made a part of this 2023 Amended and Restated
Service and Assessment Plan for all purposes:
Appendix A Engineer’s Report
Appendix B Buyer Disclosures
ANACAPRI PUBLIC IMPROVEMENT DISTRICT
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 34
Exhibit A-1 – Map of the District
ANACAPRI PUBLIC IMPROVEMENT DISTRICT
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 35
Exhibit A-2 – Map of Improvement Area #1
ANACAPRI PUBLIC IMPROVEMENT DISTRICT
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 36
Exhibit A-3 – Maps of Improvement Area #1 Initial Parcel Remainder Property
[Remainder of page left intentionally blank.]
111 Hillside Drive
Lewisville, Texas 75057
972. 436. 9712
201 Country View Drive
Roanoke, Texas 76262
940. 240. 1012
TBPE: 19762 TBPLS: 10194440www.gacon.comwww.mcadamsco.com
The John R. McAdams
Company, Inc.
MEGATEL
2021310076
PROJECT #FP2021-0006
FINAL PLAT
ANACAPRI, PHASE 1B
PROJECTLOCATION
5
FM 455
5
5
FM 455
5
111 Hillside Drive
Lewisville, Texas 75057
972. 436. 9712
201 Country View Drive
Roanoke, Texas 76262
940. 240. 1012
TBPE: 19762 TBPLS: 10194440www.gacon.comwww.mcadamsco.com
The John R. McAdams
Company, Inc.
MEGATEL
2021310076
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PROJECT #FP2021-0006
FINAL PLAT
ANACAPRI, PHASE 1B
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PROJECTLOCATION
111 Hillside Drive
Lewisville, Texas 75057
972. 436. 9712
201 Country View Drive
Roanoke, Texas 76262
940. 240. 1012
TBPE: 19762 TBPLS: 10194440www.gacon.comwww.mcadamsco.com
The John R. McAdams
Company, Inc.
MEGATEL
2021310076
5
FM 455
5
PROJECT #FP2021-0006
FINAL PLAT
ANACAPRI, PHASE 1B
PROJECTLOCATION
S 89"14' 43" E 33.88'
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KAYASA HCl.DINGS LLC VARIABLE WIDTH """' ROW DEDICATION:
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201908070009.«i750 1,200SF
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COUNTY ROAD 370 "COMMON AREA"
(RCWHS ROAD lA.TlMAlE 60' ROW)
N 87°53'54" E 142.23' --\ S eg'Q6'1;:-E-;B7.96'188':::. ! --' 17.911'8 25.00' 25.00' � 142.23' 'I � :/ / " 120.00' � I I N 11e':ae•,-;: w 120.00· I �
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FEROOSON PAW.WAY NTIAL CONS'IRUCTION -25' B-8 (24' F'-F) CON�E lE PAIANG CROSS-SECTION (120' ULTIMAlE ROW -PRINCIPAL ARlERIAL)
LOT I BLOCK ANALYSIS LINE TABLE LINE TABLE
BL/JCX
L
J
s
INTERIOR ROW
EXTERIOR ROW
OVERALL SITE
SQUARE FEET ACRKS
55,200 1.267
111,+3-4 2.55B
283,724 6.513
79,473 1.825
111,240 2.55-4
UNE BEARING DISTANCE LINE BEARING DISTANCE L1 S01"01'36"E 25.01' L2 S 01"56'05" E 58.50' L3 S 04"37'45" E L4 S06i1'38"E L5 S08"01'12"E L6 S 09°07'37" E L7 S 10-02'2+" E L8 S 11"40'21" E L9 S 13°29'56" E
43.83' 43.82' 43.82' 9.30' 34.53' 43.82' 43.82'
L13 S 20"-48'29" E 43.82' L14 S22"37'18"E 43.63' L15 S 24"26'02" E 43.14' L16 S 26i3'53" E 43.14' L17 S 28"01'44" E 43.14' L18 S 29"49'35" E 43.14' L19 S31"31'27"E 42.1-4' L20 S 31"57'15" E 140.01' L21 S 59•32'10· W 120.04'
641,071 14.717 UO S 15i9'30" E 43.82' L22 N 31"57'15" W 15.01'
C1 1520.00' C2 940.00' C3 1665.00' C4 1665.00'
cs 1665.00'
L11 S 17"09'05" E 43.82' L23 N 89"26'24" W L12 S 18"56'39" E 43.82'
CURVE TABLE
31"21'34" 1"29'14" 1i6'11"
4"27'41"
850.59' N 15'55'22" W, 839.53'
514.-49' N 14'47'03" W, 508.09' 43.22' N 23"25'28" W, -43.21'
36.!IO' N 00i5'39" E, 36.89'
129.65' N 14".30'06" W, 129.61'
15.28'
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AMALFI LANE
TYPICAL LOT DETAIL SCALE: 1"=40'
120 180 Feet
VICINITY MAP SCALE: 1"=2000'
P.O.B. RF CRS CRF BL UE SL SSE WME SWME S1/E PAE DE POE
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LEGEND -POINT OF BEGINNING -REBAR FOUND "' CAPPED REBAR SET -CAPPED REBAR FOUND -BUILDING LINE -UTILITY EASEMENT -APPROXIMATE LOCATION SURVEY LINE -SANITARY SEWER EASEMENT -WALL MAINTENANCE EASEMENT "' SCREENING WALL MAINTENANCE EASEMENT -SIGHT VISIBILITY EASEMENT -PEDESTRIAN ACCESS EASEMENT -DRAINAGE EASEMENT -PRIVATE DRAINAGE EASEMENT -SF-60 -SF-Z
FINAL PLAT
ANA CAPRI, PHASE 1 C
Lots 21-42, & 2X, Block J, Lots 12-22, & 2X,
Block L & Lots 1-29, 1X-R, & 2X, Block S
14.717 Total Acres
1 SF-60, 61 SF-Z, & 4 COMMON AREAS in the
F. T. DAFFAU SURVEY, ABSTRACT NO. 288
CITY OF ANNA
COLLIN COUNTY, TEXAS
PAGE I OF 2
�
MCADAMS
DRAWN BY: BC DATE: 8/2/2021
OWNER/DEV'ELOPER MEIBATELHOMEI, U.C 20I CEDAR 8PRIN88 fl), SUITE 100 DM.!Ml,TEXA87ll201 Ph.(2MI ........ 0anlaat:MATI HOOD MATI.HOODeMEDATB.HOMEaCOM
The John R. McAdams Company, Inc. 111 Hillside Drive Lewisville, Texas 75057 972. 436. 9712
201 Country View Drive Roanoke, Texas 76262 940. 240. 1012 TBPE: 19762 TBPLS: 10194440 www.gacon.com www.mcadamsco.com
KAYl&H<l.DINGSI.J..C 201llll!l0700l946750 2.406Ac. CTYDF�NA V. 4792, P. 23115
N 87"53'54" E 132.97'
LOT1,BLOCl<1 AlflAHGi.:�78f1>JlCITll»I
OJI PARltERSHPLlD 200202140002J73J:I C0UN1Y fl0AD SlO (IIOUJNS IIOMO N87"53'54"E 303.6� N87"4t'38"E 653.7111:_ _
S 897:6'24" E 15.28'
REMAINDER OAKWOOD \1LLAGE APARlMENTS INC. 2017120100194200
PHASE 2A
1/2" RF "BENr
NOTES:
I 1/2" CRS "WCAOAMS" I
R s 6
' ' ' . ' ' ci " 9 " " " " "
1 2 3 4 5 B 7 8 11 10 11 F
•A 17 16 15 14 13 12 I
OAKWOOD VILLAGE APARTMENTS INC. TRACT EXHIBIT
SCALE: -r = 200'
1. Bearings based on Texas Coordinate System, North Central Zone (4202), NAO '83.
'
g
1" PfPE
.x:G.&JJSEl'frjO O.FACUNMXI 00-�4625/759
2. Original copies of survey maps and descriptions prepared by the surveyor and firm whose names appear hereon will contain an embossed
surveyor's seal. Any map or description copy without that embossed seal is likely a copy not prepared in the office of the surveyor and may
contain alterations or deletions made without the knowledge or oversight of the surveyor.
3. According to Community/Panel No. 48085C0155 J, effective June 2, 2009, of the FLOOD INSURANCE RATE MAP for Collin County, Texas &
Incorporated Areas, by graphic plotting only, this property appears to be within Flood Zone "X" (areas of minimal flooding), This flood statement
does not imply that the property and/or the structures thereon will be free from flooding or flood damage. On rare occasions, greater floods
can and will occur and flood heights may be increased by man-made or natural causes.
This flood statement shall not create liability on the part of the surveyor.
4. Surveyor has made no investigation or independent search for easements of record, encumbrances, restrictive covenants, ownership title evidence,
or any other facts that an accurate abstract of title may disclose.
5. Lots 2X-Block J, 2X-Block L, 1X-R-Block S, and 2X-Block S, to be dedicated and maintained by the HOA.
6. All common area lots are hereby dedicated as Sidewalk, Hike and Bike Trail, Golf Cart, and Pedestrian Access Easements.
7. All 5' WE (PO), to be dedicated to and maintained by Property Owner.
8. No appurtenance between the height of 2.5' and 1 O' may be placed in the visibility triangles.
9. All corners are 1 /2" capped rebar set, stamped "MCADAMS" unless otherwise noted.
*** Selling a portion of this addition by metes and bounds is a violation of the city Subdivision Ordinance and State platting statutes and is subject
to fines and withholding of utilities and building certificates.
ST A TE OF TEXAS
COUNTY OF COLLIN
OWNER'S CERTIFICATE AND DEDICATION
BEING all that certain lot, tract, or parcel of land, situated in the F. Daffau survey, Abstract Number
288, Collin County, Texas, and being part that certain called 111.666 acre tract of land, described in
deed to Oakwood Village Apartments, recorded in Instrument Number 20171201001594200, Official Public
Records, Collin County, Texas, and being part of that certain 60.549 acre tract of land, described in
deed to Two-J Partners, recorded in Instrument Number 20080509000562490, Official Public Records,
Collin County, Texas, and being part of that certain called 51.195 acre tract of land described in deed
to Two-J Partners, recorded in Instrument Number 20080509000562500, Official Public Records, Collin
County, Texas, and being all of Lot 1x, Block S, Anacapri, Phase 18, an addition to the City of Anna,
according ta the plat thereof, recorded in Document Number, Plat Records, Collin County, Texas, and
being more particularly described as follows:
Beginning at a 5/8" capped rebar found, at the northwest corner of said Oakwood tract, same being
the northeast corner of a certain tract of land, described by deed to Bloomfield Homes LP, recorded in
Instrument Number 2020011700007680, Deed Records, Callin County, Texas, and being in the south line
of a certain tract of land, described by deed to QJR Partnership, LTD, recorded in Instrument Number
20020214000237330, Deed Records, Collin County, Texas;
THENCE S 8914'43" E, with the north line of said Oakwood tract, same being the south line of said
QJR tract, a distance of 33.88 feet to a 1" rebar found, at the southeast corner thereof, being in the
north line of said Oakwood tract, same being the west line of a certain tract of land described by
deed to Kayasa Holdings, LLC, recorded in Instrument Number 20190807000946750, Deed Records, Collin
County, Texas;
THENCE S 01"16'34 u W, with the north line of said oakwood tract, same being the west line of said
kayasa tract, a distance of 36.17 feet to a 5/8" rebar found at the southwest corner thereof, and
being in the north line of said oakwood tract;
THENCE N 87"53'54" E, with the north line of said Oakwood tract, and the south line of said Kayasa
tract, a distance of 142.23 to a 1/2" capped rebar set, stamped 'MCADAMS", at the northwest corner
of a certain called 0. 773 acre Variable Width Right-of-way Dedication to the City of Anna, according
to said Anacopri, Phase 18, and being in the north line of said Oakwood tract;
THENCE with the west line of said Anacapri, Phase 1 B the following 21 bearings and distances:
S 00"53'45" W, a distance of 460.00 feet to a 1/2" capped rebar set, stamped
"MCADAMS";
S 01'01'36" E a distance of 25.01 feet to a 1/2" capped rebar set, stamped
"MCADAMS";
S 01'58'05H E, a distance of 58.50 feet to a 1/2" capped rebor set, stomped
'MCADAMS";
S 04"37'45" E, a distance of 43.83 feet to a 1/2" copped rebor set, stamped
"MCADAMS";
S 0611'38" E, a distance of 43.82 feet to a 1/2" capped rebar set, stamped
"MCADAMS";
S 08"01'12" E, a distance of 43.82 feet to a 1/2" capped rebar set, stomped
'MCADAMS";
S 09"07'37" E, a distance of 9.30 feet ta a 1/2" copped rebar set, stamped
'MCADAMS";
S 10'02'24" E, a distance of 34.53 feet to a 1/2" capped rebar set, stamped
'MCADAMS";
S 11 "40'21" E, a distance of 43.82 feet to a 1 /2" capped rebar set, stomped
''MCADAMS";
S 13"29'56H E, a distance of 43.82 feet to a 1/2" capped rebar set, stamped
'MCADAMS";
S 15"19'30" E, a distance of 43.82 feet to a 1/2" capped rebar set, stamped
''MCADAMS";
S 17"09'05" E, a distance of 43.82 feet to a 1/2" capped rebar set, stamped
"MCADAMS";
S 18"58'39" E, a distance of 43.82 feet to a 1/2" capped rebar set, stamped
"MCADAMS";
S 20"48'29" E, a distance of 43.82 feet to a 1/2" copped rebar set, stamped
"MCADAMS";
S 22"37'18" E, a distance of 43.63 feet to a 1/2" capped rebar set, stamped
"MCADAMS";
S 24"26'02" E, a distance of 43.14 feet to a 1/2" capped rebar set, stamped
"MCADAMS";
S 2613'53" E, a distance of 43.14 feet to a 1/2" capped rebar set, stamped
"MCADAMS";
S 28"01'44" E, a distance of 43.14 feet to a 1/2" capped rebar set, stamped
"MCADAMS";
S 29"49'35" E, a distance of 43.14 feet to a 1/2" capped rebar set, stamped
"MCADAMS";
S 31 "31'27" E, a distance of 42.14 feet to a 1 /2 H capped rebar set, stamped
"MCADAMS";
S 31'57'15" E, a distance of 140.01 feet to a 1/2" capped rebar set, stamped "MCADAMS" at the
southwest corner of Lot 1 X, of said Anacapri, Phase 18, and being in the north line of Capo Verde
Drive (called Variable Width Right-of-way), according ta plat of Anocapri Phase 1A, an addition to
the City of Anna, according to the plot thereof recorded in Instrument Number_� Plot
Records, Collin County, Texas;
THENCE S 59"32'1QH W, with the north llne of sold Capo Verde Drive, a distance of 120.04 feet to a
1/2" copped rebar set, stamped "MCADAMS";
THENCE N 31"57'15" W, with the north line of said Capo Verde Drive, a distance of 15.01 feet to a
1/2" capped rebar set, stamped "MCADAMS" at the southeast corner of said Lot 1X;
THENCE S 59"32'10" W, with the north line of said Capo Verde Drive, and the most southeasterly south
line of said Lot 1 X, passing the mast southeasterly southwest corner thereof at a distance of 50.02
feet, passing the northeast intersection of said Capo Verde Drive and Ferguson Parkway at a distance
of 255.08, continuing a total distance of 315.07 feet to a 1/2" capped rebar set, stamped "MCADAMS";
THENCE N 30"27'50" W, a distance of 320. 72 feet to a 1 /2" capped rebar set, stamped ''MCADAMS";
THENCE northwesterly with the arc of a curve to the right, having a radius of 1000.00 feet, a central
angle of 31"21'34 H, and on arc length of 547.33 feet, whose chord bears N 14"47'03" W, 540.52 feet to
a 1/2" capped rebar set, stamped 'MCADAMS";
THENCE N 89"26'24" W, a distance of 15.28 feet to a 1/2" capped rebar set, stamped "MCADAMS" in
the west line of said Oakwood tract, and being in the east line of said Bloomfield tract;
THENCE N 00"33'36" E, with the west line of said Oakwood tract, and the east line of said Bloomfield
tract a distance of 784.11 feet to the POINT OF BEGINNING and containing approximately 14.717 acres
of land.
NOW, THEREFORE, KNOW ALL MEN BY THESE PRESENTS:
THAT MATT HOOD, acting herein by and through it's duly authorized officers, does hereby adopt this
plat designating the hereinabove described property as ANACAPRI, PHASE 1C, an addition to the City of
Anno, Texas, and does hereby dedicate, in fee simple, to the public use forever, the streets and alleys
shown thereon. The streets and alleys are dedicated for street purposes. The easements and public use
areas, as shown, are dedicated for the public use forever, for the purposes indicated on this plat. No buildings, fences, trees, shrubs, or other improvements or growths shall be constructed or placed upon,
over, or across the easements as shown, except that landscape improvements may be placed in
landscape easements, if approved by the City of Anna. In addition, utility easements may also be used for the mutual use and accommodatian of all public utilities desiring to use or using the same unless
the easement limits the use to particular utilities, said use by public utilities being subordinate to the
public's and City of Anna's use thereof. The City of Anna and public utility entities shall have the right
to remove and keep removed all or ports of any buildings, fences, trees, shrubs, or other improvements or growths which may in any way endanger or interfere with the construction, maintenance, or
efficiency of their respective systems in said easements. The City of Anna and public utility entities shall at all times have the full right of ingress and egress to or from their respective easements for
the purpose of constructing, reconstructing, inspecting, patrolling, maintaining, reading meters, and
adding to or removing all or parts of their respective systems without the necessity at any time of procuring permission from anyone.
The undersigned does covenant and agree that the access easement may be utilized by any person or
the general public for ingress and egress to other real property, and for the purpose of general public
vehicular and pedestrian use and access, and far Fire Department and emergency use, in, along, upon,
and across said premises, with the right and privilege at all times of the City of Anna, its agents, employees, workmen, and representatives having ingress, egress, and regress in, along, upon, and across
said premises.
MATT HOOD, AUTHORIZED REPRESENTATIVE
ST A TE OF TEXAS
COUNTY OF DENTON
BEFORE ME, THE UNDERSIGNED AUTHORITY, personally appeared Matt Hood, known to me to be the
person whose name is subscribed to the foregoing instrument and acknowledged that he executed the same for the purpose and consideration therein expressed and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this ___ day of ____ � 2021.
Notary Public
State of Texas
My commission expires the ___ day of ----�
ST A TE OF TEXAS
COUNTY OF COLLIN
CITY OF ANNA
DRAINAGE AND DETENTION EASEMENT
This plat is hereby adopted by the Owners and approved by the City of Anna (called "City") subject to
the following conditions which shall be binding upon the Owners, their heirs, grantees and successors:
The portion of Lot 1X-R, Block S, as shown on the plat is called 1)roinoge and Detention Easement.·
The Drainage and Detention Easement within the limits of this addition, will remain open at all times
and will be maintained in a safe and sanitary condition by the owners of the lot or lots that are traversed by or adjacent to the Drainage and Detention Easement. The City will not be responsible far
the maintenance and operation of said Easement or for any damage to private property or person that
results from conditions in the Easement, or for the control of erosion. No obstruction to the natural
flow of storm water run-off shall be permitted by construction of any type of building, fence, or any
other structure within the Drainage and Detention Easement as hereinabove defined, unless approved by
the City Engineer. Provided, however, it is understood that in the event it becomes necessary for the
City to erect or consider erecting any type of drainage structure in order to improve the storm drainage that may be occasioned by the City shall have the right to enter upon the Drainage and
Detention Easement at any point, or points, to Investigate, survey or to erect, construct and maintain
any drainage facility deemed necessary for drainage purposes. Each property owner shall keep the Drainage and Detention Easement clean and free of debris, silt, and any substance which would result
in unsanitary conditions or obstruct the flow of water, and the City shall have the right of ingress and
egress for the purpose of inspection and supervision of maintenance work by the property owner to alleviate any undesirable conditions which may occur. The natural drainage through the Drainage and
Detention Easement is subject to storm water overflow and natural bank erosion to an extent which cannot be definitely defined. The City shall not be held liable for any damages of any nature resulting
from the occurrence of these natural phenomena, or resulting from the failure of any structure, or
structures, within the Easement.
CERTIFICATF OF APPROVAi
APPROVED on this the __ day of _____ � 2021, by the City Council, City of Anno, Texas.
VICINITY MAP SCALE:
LEGEND
P.O.B. -POINT OF BEGINNING RF REBAR FOUND CRS CAPPED REBAR SET CRF CAPPED REBAR FOUND BL BUILDING LINE UE UTILITY EASEMENT SL APPROXIMATE LOCATION SURVEY LINE SSE SANITARY SEWER EASEMENT WME WALL MAINTENANCE EASEMENT S'Mv1E SCREENING WALL MAINTENANCE EASEMENT SVE SIGHT \IISIBIUTY EASEMENT PAE PEDESTRIAN ACCESS EASEMENT DE DRAINAGE EASEMENT PDE PRIVATE DRAINAGE EASEMENT
[ID SF-60 IZI SF-Z
60 180 Feet
-==i;;;;;ac::::1 .......... ;;;;;;;;;1:==:::::!,;....,....,,.;
60 120
SCALE,1"-60'
FINAL PLAT
ANACAPRI, PHASE 1 C Mayor
City Secretary
Lots 21-42, & 2X, Block J, Lots 12-22, & 2X,
Block L & Lots 1-29, 1X-R, & 2X, Block S
14.717 Total Acres
SURVEYOR'S STATElr,4ENT
I, James Stowell, a Registered Professional Lend Surve�r in the State of Texas, have prepared this plot of the above property from on actual survey on the ground, and this plat represents that survey mode by me or under my supervision.
PRELIMINARY DOCIAENT:
THIS DOCUMENT SHAU. NOT BE RECORDED FOR ANY PURPOSE AND SHAU. NOT BE USED OR VIEWED OR REI.JED UPON A8 A FINAL SURVEY DOCUMENT. JAMES 8TOWELI. RPLS 81113 12/18/21
Jomes Stowell, RPLS Texas Registration Na. 6513
1 SF-60, 61 SF-Z, & 4 COMMON AREAS
in the
F. T. DAFFAU SURVEY, ABSTRACT NO. 288
CITY OF ANNA
COLLIN COUNTY, TEXAS
PAGE 2 OF 2
�
MCADAMS
DRAWN BY: BC DATE: 4/4/2021
OWNER/DEV'ELOPER MEIBATELHOMEI, U.C 2'0I CEDAR 8PRIN88 fl), SUITE 100 DM.!Ml,TEXA87ll201 ..._ ........0anlaat:MATI HOOD MA.TI.HOOO.MEDA.TB.HOMEaCOM
The John R. McAdams Campany, Inc.
111 Hillside Drive
Lewisville, Texas 75057
972. 436. 9712
201 Country View Drive Roanoke, Texas 76262 940. 24D. 1012
TBPE: 19762 TBPLS: 10194440 www.gacon.com www.m cadamsco.com
ANACAPRI PUBLIC IMPROVEMENT DISTRICT
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 42
Exhibit A-4 – Map of Improvement Area #2
ANACAPRI PUBLIC IMPROVEMENT DISTRICT
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 43
Exhibit A-5 – Map of Improvement Area #2A
ANACAPRI PUBLIC IMPROVEMENT DISTRICT
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 44
Exhibit A-6 – Map of Improvement Area #2 – Remainder Property
ANACAPRI PUBLIC IMPROVEMENT DISTRICT
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 45
Exhibit A-7 – Phase 1A Plat
[Remainder of page left intentionally blank.]
P.O.E. PO C. RF CRS CRF BL UE SL SSE Wl\i1E SVE PAE PDE .. [§] -----� \
\ \
\
�
\
LEGEND POlfJT OF BEGlt,NltJG
\
POl1\JT OF 80�1MENCEMENT = RE9AR FOUND CAPPED REBAR SET CAPPED REBAR FOUND = BUILDING LINE UTILITY EASEMENT
\
\
APPROXIMATE LOC1HION SURVEY LINE SANITA.RY SE'IIER EASEMEfJT WAU_ MP.,INTEN.ANC:: EASEMENT SIGHT VISIBILITY EASEMENT F'EDESTRIAN P..CCESS Ef'i.SD,1ENT PRIVA.TE DRAINS.GE EASEMENT = STREET NAME CH,\NGE SF-60
\ \ \ \ \ \
\ \\\ \
I
\ \ \
\ \ \ \
PHASE 1A
3 5,430 SF ffij \'I;,\ i' ·c \@]
,,,,,,
q,;, � i'b,@l
\\,i;, "b\i'c<f. \'b \ <"
@]\ \ \
4 6,446 SF
5 6,556 SF
6 6,588 SF
LINE TABLE
4 6,621 SF
�" ,;:� .,y)� I t.i. 1:,e , \'),.O·oO
5 6,634 SF
[ill----
6
6,645 SF
\ ,, -�-\"'�
LOT / BLOCK ANALYSIS LINE BLOCK SQUARE FEET ACRES BEARING DISTANCE CJRI/E RADIUS L 1 N 89"08'54" w 25.00' C1 710.00' ;. 98,585 2.263 1_2 N <l4'08'25" w 20. 71'C2 rnoo.oo'
B 194,043 4.455 u s 31°5 7'1 �--' 13.81' L4 N 59·32'-,o" E 25.01' C3 s,:,o_,:,o' C6 605.00' C 182,550 4.1 91 L5 s 05·c,0·3s" w '4.17' C7 655.oo·LE N 83'59'22" VI 15.00' cs 10,00'D 228,592 S.250 L7 s 06"00'38" w 1.6[J' C9 SO.OD' LB s 4 7"36'27" E 25.18' E ."31t1, U5 7 . .303 L9 ' s 2e•34'52" E 23.08' c·,,J 50.00'
F 737,C60 3.146 L10 s 41'23'40" E 29.64' L 11 N 2T34'57" w 30.31'
Cl1 2_50·
C12 67.50'
G 215,100 4.938 L12 s 00•45' 40"" w 58.35' C13 67.50'
L13 N 89"13'20" w 10.00' C14 2.50' H 37,103 0.852 L14 N OC-'46'40" E 71.05' C15 67.::.o'
2,189 0.050 C16 ('37 50'
ROW 510,904 11. 729
OVERALL 1,924,:3:',0 44.177 SITE
24
6,745 SF
\
�\'/, � � o.1_ 0. C. @] <f. <"
6,157 SF
23 [fu L_Qg' 6,752 SF
\22
6, 7�2 SF
CURVE TABLE DELTA ANGLE ARC LENGTH 32•1.a'21'' 406.52' 32"48'21" 572.57' 32'48'21" 458.06' .3'2'48'21" 34640' 32"48'50" 375.13' so•24·21 •• 14.03' 2E:"18'19" 22.96' 22'34'03" 19.59' 1.39'.35'22" 6.09' 20"12'19n 23.80' 207 2•1 gn 2.3.80' 139"35'22n 6.09' 20'12'20" 23,80' 20"12'20" ! 23.80'
s s s N N s s N s N N N s s 30 7.',4-6 SF
29
7,375 SF
\
\
28
7,622 SF
@] 27 7,589 :':F
,,
<J'. 0. S.�
q'_... � \ N .. ,'
6 6,474 SF
7 6,456 SF
8 6,408 SF
6,000 SF
\• • ·c
38 6,DOO SF
5_3e.'
\
36 G,767 SF
.� t7 \@]
\'�
9 6,"-63 SF
N 68'19'31" E 120.00'
12 6,274 SF I I� @l I t.
w z
I I I
\ \---J_LL\
\ 1/2" CRS "MCADAMS•
2 6,000 SF
\
35 6.747 SF
\
\
3 6.000 SF
34
6,963 SF
33
7,076 SF
4 6,000 SF
7.361 SF
\1X 32 7,075 SF
31 6.962 SF
30
6, lj9 SF
5 85'45'35" 'N 125.18
\
1.20'
� I I 29 � I 83_ \ffi:l 6,280 SF :foi [ \ N 89'08'25" W j 'l,----::1 ,:c· ."::'.03::C· ---+---11� I I I �·I @J 2a 81 6,015 SF � I F±t:'.'�7��··-�12�0.�oo�·--__i_-�I
ol I o, fs7 27 I
"I
8 6,943 SF
9 6,9L.3 SF
LONG CHORD 15'33'0�," E, 4-00. gg' 15'33'05" E, 554. 78' 15'3J'os" E, 451.82' 15'S:ff05" W, 341.69' , S-32'50" W, 370.02' 11•03'17" VI, 12.91' 75·59'15" E, 22.75' 14'09'42" W, 19.57' .10"27'50" E, 4.69' 69'38'19" E, 23.68' 49'26'01" E, 23.68' 30'27'50" W, 4.69' 69"38'19" w, 23.68' <l9'26'QI" W, 23.62'
I
I rt --20' BL
I lw
I -" 1-lffi1 LOT 1 r: I :
� 2D' BL --
7 / 20' BL 7 / 20' BL 7 I I I : I I �I w I�'"'"I I"I I II _J L
LOT 2 J m "I I 20 BL _j
I� en LOT 3 J ru I "' "I I I L 20 BL _j
�-10' UE ___ 1-- -_Jct_u.s._ --10' UE
25 x25 _j SVE
-------I'
CRISTIANO LANE
TYPICAL LOT DETAIL SCALE: 7"=40'
I
I
_J
0 p
\
UNOFFICIAL
COPY
COUNTY ROAD 370
,v[ffi j
p O VAR. WIOTH ROW OED• ,C I'-201H77 • � 1 Q PIPE
1 PROJECT LOCATION
F. T. DAFFAU HENRY BRANTLEY ---s,URVEY A 288 _j SURVEY A-71
1
JOS': &: ,IOSEFINO 0. FAC:.H�ADO 00-0021990, 4625/759
J/8• RF
( :?,
--
F, T. DAFFAU '\ SURVEY A-288
p,\_OC'(.. J •. \
--
11
1D
g
\\ ' I I
' !
' I I
8
S,. cROS'Sl�G�[ ?�>S<: 9 ----H0a20-·2A-3C 7
VICINITY MAP SCALE: 7 "=2000'
\ �q� ��:
HENRY BRANTLEY
SURVEY A-71 6 60 0 60 120 180 Feel 4 70,496 SF
3 9,:1.95 SF
2 8,357 SF
128.4B' 2 6,431 SF
128.79'
3
6,448 SF
129.14'
4
6,467 SF
1 29.53'
.,. ",:-1 /"2"'"-,c"'R°'S-----�-i--�MCADAMSn SCALE. 1 "=60'
I 1� 1:t
I�
910CK JJ
5
4
ffil "51 " • I N S
® i•i------------,.-
m r
1
5' 'MwlE (PO) BY THIS PLATT.I
a5 l ;;
C I I�
G
29
1/2" CRS "MCADAMS"
3
2
28
�'"
PROJECT #FP2021-0005
FINAL PLAT
ANACAPRI, PHASE 1A
Lots 1-16, Block A, Lots 1-18, & 1X,
Block B, Lots 1-27, & 1X, Block C, Lots
1-34, & 1X, Block D, Lots 1-41, & 1X,
Block E, Lots 1-22, Block F, Lots 1-29,
& 1X, Block G, Lots 1-4, Block H,
& Lot 1X, Block I
44.177 Acres
191 SF-60 & 6 COMMON AREAS in the
F. T. DAFFAU SURVEY, ABSTRACT NO. 288
CITY OF ANNA
COLLIN COUNTY, TEXAS
,o,,ir_;f 1 or J !!J The John R. McAdams Company, Inc, 111 Hillside Drive Lewisville, Texas 75057 972.436.97 12 McADAMS 201 Country View Drive Roanoke, Texas 76262 940.240. 1012 TBPE: 19762 TBPLS: 10194440 www.gacon.com www.mcadamsco.com
DRAWN BY: BC DATE: 3/8/21
OWNER/DEVELOPER ANACAPRI LAGUNA AZURE. LLC 2101 CEDAR SPRINGS RD, SUITE 700 DALLAS, TEXAS 75201 Ph. (972) 339-0169 COntact: ZACH IPOUR
SCALE: 1' �60' MEGATEL JOB, No.2021310076
STATE OF TEXAS, COUNTY OF COLLIN I. STACEY KEMP, COUNTY CLERK OF COLLIN COUNTY,DO HEREBY CERTIFY THAT THIS PLAT WAS FILED FOR RECllllD IN�1Y OFFICE AND DULY RECORDED tN THE PLAT RECORDS OF COLLIN COUNTY OIi: 06/29/2023 01:25 PM -·-~PLAT BOOK: 2023 PAGE: 446 -448 •�j.=Jt.:.,,,NUMBER OF PAGES: 3 AMOUNT: S53.00 u: '\" IN TESTIMONY WHEREOF, WITNESS MY HAND � f AND OFFICIAL SEAL OF OFFICE, :J ♦-·-;�J COUNTY C2 COLLIN COUtlTY, TEXAS
BY �-// 2--=:<=-=---:: , DEPUTYLcC�CaH{v
\
25'x25' SVE
'
6,000 SF
6,286 SF
\
3 6,430 SF
4 6,446 SF
187 Sf - "'·•" .c,1, ' '0ft, oC s \'J.P
4 6,621 SF
o. "" ,,
5 6,634 SF
6
6 ,645 SF
7.00'
f-W-
24 6,745 s:-
\ \ J• \? "'
�\O.\""i. 0. " [I 'll-'"'
23
\ [I \ 6,752 SF
22 6,752 SF
21
\ \ I -&-� 1l I �-\ \ \I \ I �[ill \ ;_ 6. 763 SF \
30 7,146 SF
29 '\\rill '/,
7,J75 s=-
28 7,622 SF
'Zl 1,589 SF
5 6,432 SF L'.::'.J \ \
6 5,474 SF
\
7 6,456 SF
8 6,408 SF
9 6,463 SF
[ill
35 fl,747 SF
34 6,966 SF
\\ \
30 6,739 SF
S 85"45'35" W 125.18' 1.20·
9 6,943 SF \
120.00·----1 I �I u � I�
': 13
@] I 1.: �-6,869 SF � I �1 I '.';! � N 89'08'2s·· W .-.. I t--+-----1 2-oc:.o-,o·,-------i---i---i
[ill
\z,_\'3 [illle. '/'-·o:, {'"I ' ,_ I :,_1----
a 9,295 SF
2 8,357 SF
'--.__/
w :,
I I 1.I � 5=
3
2
L I I I I I
� l oo °' _JIJ.-= _j 1'.:-1 5;.s L ____ J 70 UE r"·----------0 t.., ·g 0 \N go·oo·oo" E 1 58.73' 0 ----=-= --'" " � "'SHELDON DRIVE
SH ELDON DRIVE :,; � (50' ROW) N (5,J' ROW OED. 2018-610)
--1--
.I;_1
1jl.18
5 , -::-5 .---� -i, I "LO' BL 2 X.<. 1 _j ::J NI SVE m.I"'8,1% SF O � :gL �
I
�---N ·1 [I I I GLOC� ccN 89'08'25' W 7.66'
[ill
128.48'
2 6,431 SF
5' WME (PO) BY lHIS PLAT n 0� I d
D If
29 28 27
\ \5
11
6,439 SF 29
6 ,280 SF I : i 60�1 SF [§] I : �I
N i 28. 79'
PO B. P.O.C. RF CRS CRF
BL UE SL SSE WME SVE PAE PJE •
\
1/2" RF "BENT"
\
\
\
1/2" CRS9 "MCADAMS"
ol00 p 0 0
z
',
6,556 SF
6 6.538 SF
7 G,G15 SF
',21 .54'
8 6,570 SF 3.04' 3.12' N 89"08'54" W 121, 78'
\9
6,653 SF
N 88'51'05" E
J I It' I f I I I
2.97'
18 6,791 SF
N 89"G2'53" E 120.12'
17 6,547 s:-
is sg·oe'2S' w ,ug·
I [ill
I 6.80'
23 6.fl.51 SF
S 89"08'50' W 12' .03'
22 6,414 SF
N 89'08'25" W 120.00·
12 6.274 SF
13 6,C01 SF
N 69"08' 54 • W 120.02'
14 6.001 SF
N 89'08'54' W
120.02·
9 6,095 SF 5' \\ME (llOA)
120.00· 1. �• WME (1-'0) SY THIS PLAT
0 0 0,o I
DY TlilS PLAT
1 22.03'
10 6,108 SF
122.28' 11 6,120 SF �,� ' 0 g -w
IZC.00'
7,2�� SF l !',' WME (PCl) BY lHIS PLAT ------l,'O,Ol:-'2.5'x25' SVE
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r, 290.CO' 'l. S El9'08'25" E
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21 E,24D SF
120.00 '
20 6,2"-0 SF
120.0C'
25'x25' SI/[ MON ESTERO LAN E ,soo,·25'x25-' ----.-, -25_'_x2.5' -(50' ROW)s 89"08'25" E
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123.52'
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23 6,000 SF
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I
22 7,368 SF
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[ill
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F.T DAFFAUSURVEY A-288 JS
JOHN C. FARRISSURVEY A-331 WEST c=.:oSSING, PHASE I V. 2006, P. 22
PROJECT LOCATION
VI CINI TY MAP SCA LE: 1 "=2000 '
UNOFFICIAL
COPY
8[1 0 80 160
SCALE. l ''=BO'
PROJ ECT #FP2021 -0 005
FI NAL PLAT
ANACAPRI, PHAS E 1A
240 Feet
Lots 1-16, Block A, Lots 1-18, & 1X,
Block B, Lots 1-27, & 1X, Block C, Lots
1-34, & 1X, Block D, Lots 1-41, & 1X,
Block E, Lots 1-22, Block F, Lots 1-29,
& 1X, Block G, Lots 1-4, Block H,
& Lot 1X, Block I
44.177 Acres
191 SF-60 & 6 COM MON AREASin the
F. T. DAFFAU SURVEY, ABSTRACT NO. 288
CITY OF ANNA
COLLIN COUNTY, TEXAS
PA GE 2 OF .J !!J The John R. McAdams Company, Inc_ 111 Hillside Drive Lewisvi lle, Texas 75057 972.436.971 2201 Country View Drive Roanoke, Texas 76262 940. 240. 1012MCADAMS TBPE 19762 TBPLS: 101 94440 ww w.gacon.com www.mcadamsco.com
DRAWN BY; BC DATE, 3/8/21
OWNE R/DEVELOP ER ANACAPRI LAGUNA AZURE, LLC 2101 CEDAR SPRINGS RD, SUITE 700
DALLAS, TEXAS 75201
Pl\ (972) 339-0159 Contact ZACH IPOUR
MEGATEL J O B_ N o_2021310076
STATE OF TEXAS, cournv OF COLLHI I STACEY KE!lP COUNTY CLERK OF COLLIN COUNTY, DO HEREBY CERTIFY THAT THIS PLAT WAS FILED FOR RECORD IN MY OFFICE ANO DULY RECORDED IN THE PLAT RECORDS OF COLLIN COUNTY ON: 06/29/2023 01:25 P�l ,1
,
;
;
14, PLAT BOOK 2023 PAGE 446 - 448
(t;�··.,�, NUM B ER OF PAGES: 3 AMOUrlT: $53.00 :'f' � IN TESTIMDrlY WHEREOF, WITNESS ilY HArlO � Ji, AIID OFFICIAL SEAL OF OFFICE, "•-• ,:-;, COUNTY CLERK. COLLIN cournv, TEXAS •
BY ei,V;all 2-� ,DEPUTY
S 39·14· 13' E 33.88'
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ANACAPRI LAGUNA AZURE LLC TRACT EXHIBIT
NOTES:
F. T. DAFFALI SURVEY A-288
1.Bearings based on Texas Coordinate System, North Central Zone (4202). N/-\D '83.2 Originc;I copies of survey maps and desc�ipticns prepored by-the surveycr and firm whose names 8ppeor hereon will contain onembossed surveyor's seal. Any map or description copy without that embossed seal is lik,2ly a copy not prepared in the office of thesurveyor and may contcin alteration:: or deletions made witho..1l the krowleoge er oversilJhl of the surveyor,
3 According to Comm1...nity/Ponel No. 48085C0155 J, effeche Ji.me 2. 2009, of the n_DOU INSURANCE RATE MAP for Collin Co..1nty,Texas & lncorporaled Areas, by graphi:: plotting only, this prcpe�ty appears to be within Flood Zone "X" ('.lreas of rninirr10· flooding),This flood stntement does not imply that the property and/or the structures thereon will be free from fl::,oding or flood ,jamage. Onrare occas·ons, gn:ioter ;loads con and will o::cur ond flood heights may be increased by man�made or· natural causes.
4.
5. 6.
This flood staterient shall not create liability on the porl of the surveyorSurveyor h,:;is rnode no investigation or independent searer for easements of record, encumbrances, re8lrictive covenants, ownersniptitle evidence, or any other focls lhat on accurate abstrcct ot title may disclose._ots 1X-8Iock Ci, 1X�Block C, 1X-Block D, IX-Block E, lX---Block G and 1X-81ock I to be dedicated to one mo·ntoined by the HOA.All common area lots are her:by dedicated as Sidewalk, Hike and Bike Trail, Golf Cort, and Pedestrian Access Easements
JOHN C. FARRIS SURVEY A-331
7.
8. 9.
All 5' WME (HOA), to be dedicated to end maintained by 1-'0A. All 5' WME (PO), to be dedicated to and m,:iintained ':y Properly �wner.
No appurtenance be:ween the height of 2 .. 5' and 10 · ,icy be placed in the •,,iisibility triangles.All I::irivote Drainage Easements to be maintained by HOA.
'itSI OOh'::IN!, f'l<A,I' I V. 2000, f. 2Z
OWNER'S CERTIFICATE AND DEDICATION
STfa.TE OF TEXP..S § COUNTY OF COLLIN §
BEING all that certain lot, tmct, or· parcel of land, situated in the F. Dcffou Survey, Abstract f\umber 288, Collin CoL..'nly, Texos, :::ind being part that certain called 111.666 acre tract of land, de:,cribed in deed to Oakwood Village Apartments, recorded in Instrument Number L.0171201001594200, Official Public Records, Collin CoJnty, Texas, and being pod of th::it certnin 60.5L-9 acre tract of land, described in deeo to T wo-J Partners, recoroed in lrislrurnent Number 20080509000552490, Official Public Records, Collin County, Texas, and being part of thol cerloin called 51.195 acre tra::-.;: ot lond described in deed tc, Two-J Partners, r:corded in lnstr-..Jment •\Jumber 20080509000562500, Official Public Records, Collin County, Texas and being all of mat certai-, trucl or lor1d, describec by deed to Ancapri l_aguna Az.Jre LLC, recorded in Instrument Number 20210405000666850, Official .:>1..1blic Records, Col·in County, Texas, and being mor,2 particularly described as follows: COMtvtEr�CING at o ,,,, pipe found at the norlheusl corner of said 60.549 ccre trnct, being the approximate northeast corner at said Datfau Survey, being lhenorthwest corner of that certain tract o= land, desc�i::::ed in deed 10 Jose Facundo and wife, Josefina O. Focur,do, recorded in Volume 4625, Page 75·9, Deed Records, Collin County. Texas. and being on the south line of C:iur1ty Rood 370, ond the south line of a variable width right ---of-woy dedi-::ation, as ded·cated by plol of �nno High Schuol A,dditior, on additicn to the City of Anna, according to the plct tr',ereof, recorded in Instrument Number 2811-177, Plot Records, Collin County, Tex,:is; THDJCE S OJ 031'10" W, with u--·e east line of said 1',1.666 acre tract. and ::he west lin,;; of said Facundc troct, a dista,-,ce of 246.52 feet to o 3/8" rebar found at the southwest co:-ner thereof, and being the northwest corner of West Crossing Phuse 9, on addition to the City of ,A.nna, cccording to the plat thereof, recorded in lnst�ument Number 2020 ---24.3, Plot Records, C�llin Couny, Texas; THENCE S 00'27'59" W, witn the east line of said 111.666 acre tm::::t. and tr-e west line of said West Cross:ng Phase 9, passing tr1e southwest corner trereof, and being the northwest corner of Wesl Crossing Prose 7, an addition to the City of ,ll,nna, according to the plat thereof, recorded in Instrument Number 201 B-60S, PlotRecor,js, Colli'l Couril:y, Texas, contint:ing 'Nith the west line thereof, o ktcl distance of 1096.45 feet to a 1/2 ° capp!::!d rebo; set stoT,ped "McAdams" at tr,e POINT OF BEGINNING; THENCE S 00"27'59" W, v,ith th" west line of said West Crossing Phase 7, a distance of L/7.60 feet to a 1/2" cc,ppec; rebar set st-::imped '1-AcAdams" at southwest corner thereof, and beinq the northwest corner of West Crossing Phcise 5, on addition to t--,e City of Anna, acco'"d ng to the plat thereof, recorded in InstrumentNumber 2C16-554, Plot -Records, Collin County, -exas; THENCE S 00°24'48" W, with t•1 e east line of s,Jid 111.666 acre tract, and the west line of said West Crossing Phase 5, a distance of 868.25 feet to a 1/2 » coppedrebar found s:omped "JBI" ac the southeast cwner of the aforementioned 111.666 acre tract, and being the southw:st corner of :J 40' right-of ---woy dedication, os shov1m on said West C:rossing P:1ose 5, ::md being on thco north line of Hackberry Drive as dedicaled by plot of Aver-y Poi1te Phase 1, or addition to tl-e City of Ar.no, according to the plat thereo�. recorded in lr,slrurne·1t Nurnbe1-2016-454, Plat l�ecords, Co·lin County, -exes; THENCE N 89"08'24 » W, with the south line of said 111.666 ,Jere tracl, und the nodh line of soid 1-lockberr y Drive, a distance of 988.77 feet to a 1/2" capped rebcrfound stamped "JBI" at the ccrnrn'..ln south corner of said Two-,J F'artners tracts of land: THENCE N 89"49'39" W, with the south line of said 111.666 :::icre trnct, and the no�th line of s<iid Hockberry Dr[·,,e, o distance of 316.19 feet to a 1/2" capped rebur set sta.,iped ''Mc.4.dams", from which the souh•Nest corner of said 111 666 acre tract, and the southeast corner of that certain tract of land, described in deed to Q,.,:R Partnership, Lld, recorded in Volume 5106, Page L.380, Deed Records, Collin CoL.nty, Texcs, bears N 88"49'39" W, a di:olunce of 53.5.5'1 feet, from which a 1/2" rebar found disturbed bears S 56'31' E, 0.5 feet; THENCE o·ver, across, and lhrough soid 111.666 ac�e tract, the following: N co·oo·oo" E, a distcnce of 396.32 feet to a 1 /2" rnpped rebar set stampco ''Mcr'\dams" at a point o= curvature, of a curve to the left; Northwesterly with the arc of said cur·,,ie to the lefl, having o radius of 1200.00 fet, a ::::entral angle of 30.27"50". an ore length of 638.03 feet, and wi""1ose chord bears N 15·13'55 » W, a dista --,ce of 630.55 feet to a 1/2" capped rebor set stomped 'McAdams";r-,.J 30'27'50" W, a distance of 70.55 feet to a 1/2" capped rebar set stamped ,,.vlcAdams"; N 59'32'10" E, a distance or 315.J7 feet to o 1/2" capped rebar set 3tampcd "Mc.t,doms": S ,37·57'75" E, a distance ot 15.01 feet to a 1/2" capped r·ebar set stomped 'McAdams"; N 59'32'10" E, o distance of 920 . .31 feet to a 1/2" capped rebar set stamped 'McAdams"; S 31"57'15" E, a distance cf 353.27 feet to a 1/2" capped rebar set stamped "\1c.A.dams" at tre point of curvature of a curve to the right: Soutl-,easterly with the ere of said curve to the right, having o radius of 825.00 feet, o central angle of 1o•H'08", or arc length of 147.38 feet, and whose chord bears S 26'50'11" E, a distance of 147.18 feet to a 1/2" copped rebor set stamped ''McAdarrs"; N 68'37'07" E, a distance of 204.22 feet to the POINT OF BEGINNl:--JG and containing approxirnctely 44.177 acres of land
NOW, rHEREFORE, KNOW ,ll,LL 1v1::N BY THESE PRESEtHS:
THAT ,ll,NP,Ci\PRI LAGUNA AZURE, 1...LC, ucling here·n by and through it's duly authorized o=ficers, doc.os hereby adept this plat designating the hereinobo·.;e described property as P,,r\,A,CAF·R"I, PHASE 1 A, an cddition to the City of Anna, Texa=, anc does he1·eby dedicate, in tee simple, to the public use forever, the s;:reets and alleys shown there,:m. The streets and alleys ore dccdicoted for street purposes. The easements anJ public use areas, as shown, are dP.dicated for the public use forever, for t"le purposes indicated on this plot t�o buildings, fences, trees, sh�ut:-s, or other improvements or growths shali be constructed or placed upon, over, or cicross the easements os shown, except thot landscape irnpruvernents may be placed in landscape easements, if approv,2d by the City of Anno. In addition, ,_tility easements may also be used tor the mutual use cind accommod-:ition of all public ulililies desiring to use or using thto same unless tl"le easement limits :r,e use to particular utili:ies, said use by public utilities being suburdinate to the public's and City of Anna's use thereof. The City of Anna and public utility entities S'1oll hove the right to remove and keep remo-1ed all or ports of any bui'dings, fences, trees, shrubs. or other improvements or growths which may in any way endanger or ir1terfere with the construction, maintenance, or efficiency of their rcc,pec:ive systems in said ecsernents. The City of Anno and public utility entities shall at all times hove the full right ot ingress and eg,·ess to or from their respedive easements for the purpose cf co,,structing , reconstrucli··1g, ir'specling, patrolling, maintaining, reading meters, and cdding to or removing all or parts of their respective systems ;,;ithout the necessity at any time of procuring permission from anyone
Zoe Anacap;rr ,i_ J.C""'"
STATE OF TEXAS §
COUNTY OF DENTON §
B::FORE ME, THE UNDERSIGNED ,/1,L THORITY, personally appeared Zach lpour, known to me to be the person whose name is subscribed to the foregoing instrument end acknowledqed tho: he executed the same for the purpose and consic'er tion therein expressed and in the c::ipocity there·n .stated.
Notary Public St.ate of Texas
H/\f\!O AND SEAL a�k-OF OFF·CE this day of , 2J23.
My comm ssion e,µi,es lee ?3 doy ot � l .d12d,0 The unoersigned does covenant and o,gree thcit the access easerne·1L may be utilized by c:iny person or the general public for ingress and egress to other real property, and for the purpose of general public vehicular and pedestrian use and access, and for Fire Deportment -::ind emergency use, in, along, upon, and across said premises, wilh the rigrt and pri 11ilege at alt times of tre City of Anna, its agents, empicyees, workmen, arid represen�otives having ingress, egress, and r€gress in, along, upon, and across saic' premises.
STA TE OF TEXAS § COUNTY 0° COLLIN § Cl�Y OF AfJNA §
DF�AlhlP..GE Ar'-JO DETENTION EASEM;:-NT
This plol is here:Jy cdoptec by the Ow,ers and approved by the City ot Anno (called "City") subjecl to the following conditions which shall be binding upon the Owners, tneir heirs, grantees and successors: The portioi1 of Lot 1X, Block 1�. as shown o", the plat is called 'Orairoge and Detention Easemenl."T1e Drainage and Detention Easement within the limits of t'1is additicn, will rerToin upen at all times and will be ma:ntained in a safe and sanit-:iry ccndition by the owners of the lol or lots tho: are traversed by or adjacent to the Drainage and Detention Easement. The City will not be responsible for the mointenonce and operation of said Eoserient or for any darnuqe to private property or person that results fror-i conditions in the Easement, or for the cor1 lrol or e,·osion No obstructio,1 to the natural fow of storm wcter run-off shall be permitted by construction o= any type of building, fence, or cny other st�ucture within the Drainage and Detent"on Easement as hereinobove defined, L.nle2s cpproved by the City Engineer. Provided, however, it is understood rhof in the e,,1ent it becomes necessary for the City to erecl or consider erecting any type of drainage structure in orc"er to improve the storm drainage that may be occosior:ecl cy the City shall have the right to enter upon the Drainage and Detention Easernenl at any point, or points, ta investigate, survey or to erect, construct and mciintain any drainage facility deemed necessary for drainage purposes. Each property owner shall keeJ the Dra:nage and Dete1tion Easement clean and free of det:,(s, silt, end any substance which would resull n u:·1so,,itory conditions or obstruct the flow of water, and the City shall have �he rigr't cf ingress one eg1·ess for the purpose of inspection ano S.Jpervision of maintenance work by the properly owner lo olleviote 011y undesiroble conditio1s which may occur. T1e n-:iturol drainage throug'1 lhe Drainage and Deten':ion Easement is subject to storm water overflow and natural bank erosion lo an extent which cannot bf: defiritely defined. The City shall .1ot be held lioble for any dornages of any nature resulting from the occurrence of these natural pneno,ieno, or resulting from the foilL,re of any structure, or structures. within the Easement.
CERTl�ICATE OF APPROVAL
SURVEYOR'S ST.I!, TEMENT
UNOFFICIAL 1
COPY
( 200 0 200
SCALE: 'i''=200'
""** Selling a portion Ordinance and State building certificates.
��
I, James Stowell, o Registered Professional Lano Surveyor in the State of Texas, hav·e prepared this plot of the above property from an actuul survey on the ground, and Oepwy City Secretory j'f. his plat fepresents that sur 11ey mode by me or under my supervision.
400 600 Feet PROJECT LOCATION
I
I
L
VICINITY MAP SCALE.
/
1''=2000'
of this oddilion by metes and bounds is a vioiation of the city Subdivision plottirig statutes and is subject to fines and withhuldir,g of utilities and
PROJECT #FP2021-0005
FINAL PLAT
ANACAPRI, PHASE 1A
Lots 1-16, Block A, Lots 1-18, & 1X,
Block B, Lots 1-27, & 1X, Block C, Lots
1-34, & 1X, Block D, Lots 1-41, & 1X,
Block E, Lots 1-22, Block F, Lots 1-29,
& 1X, Block G, Lots 1-4, Block H,
& Lot 1X, Block I
44.177 Acres
191 SF-60 & 6 COMMON AREAS in the
F. T. DAFFAU SURVEY, ABSTRACT NO. 288
CITY OF ANNA
COLLIN COUNTY, TEXAS
PAC[ 3 or 3 !!J The John R. McAdams
Company, Inc. 111 Hillside Drive Lewisville, Texas 75057 972.436.9712 201 Country View Drive Roanoke, Texas 76262 940.240. 1012 McADAMS TBPE: 19762 TBPLS: 10194440 www.gacon.com www.mcadamsco.com
DRA'IIN BY: BC DATE: 3/8/21
OWNER/DEVELOPER
ANACAPRI LAGUNA AZURE, LLC
2101 CEDAR SPRINGS RD, SUITE 700
DALLAS. TEXAS 75201
Ph. (972) 339-0169
Contact: ZACH IPOUR
SCALE: 1"=200' J03. No. MEGATEL 2021310076
STATE OF TEXAS, COUNTY OF COLLIN
I, STACEY KEMP, COUNTY CLERK OF COLLIN COUNTY,
DO HEREBY CERTIFY THAT THIS PLAT VIAS FILED FOR RECORD IN
MY OFFICE AND DULY RECORDED IN THE PLAT RECORDS
OF COLLIN COUNTY OIi: 06/29/2023 01 :25 P�I ,, ii,,;;>PLAT BOOK: 2023 PAGE: 446 -448
��,,
NUMBER OF PAGES: 3 AMOUIH: S63.00 � �IN TESTIMO�Y WHEREOF, WITNESS MY HAND i /:: AND OFFICIAL SEAL OF OFFICE, "'•·--. COUIHY CLERK, COLLIN COU!)"Y, TEXAS
.
•
BY: ��atf'2�, DEPUTY
ANACAPRI PUBLIC IMPROVEMENT DISTRICT
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 49
Exhibit B-1 – Authorized Improvements
%Cost %Cost %Cost
Improvement Area #1 Improvements
Roadway Improvements 6,043,595$ (2,808)$ 6,040,788$ 553,401$ -$ 5,487,387$ 100.00% 5,487,387$ 0.00%-$ 0.00%-$
Water Systems 1,969,400 (254,478) 1,714,922 47,328 - 1,667,593 100.00% 1,667,593 0.00%- 0.00%-
Sanitary Sewer 1,447,746 16,448 1,464,193 - - 1,464,193 100.00% 1,464,193 0.00%- 0.00%-
Storm Sewer 3,312,295 1,895,808 5,208,102 401,603 - 4,806,499 100.00% 4,806,499 0.00%- 0.00%-
Site Fencing, Retaining Walls, Landscape 1,632,574 (511,719) 1,120,855 186,704 - 934,151 100.00% 934,151 0.00%- 0.00%-
Soft Costs4 5,289,506 (685,646) 4,603,861 399,473 - 4,204,388 100.00% 4,204,388 0.00%- 0.00%-
19,695,116$ 457,605$ 20,152,720$ 1,588,509$ -$ 18,564,211$ 18,564,211$ -$ -$
Improvement Area #2 Improvements 3
Roadway Improvements 1,218,858$ (20,411)$ 1,198,447$ 202,537$ -$ 995,909$ 0.00%-$ 30.82% 306,955$ 69.18% 688,955$
Water Systems 599,434 (77,742) 521,692 88,166 - 433,526 0.00%- 30.82% 133,620 69.18% 299,907
Sanitary Sewer 3,396,100 (1,084,220) 2,311,880 390,708 - 1,921,172 0.00%- 30.82% 592,135 69.18% 1,329,037
Storm Sewer 1,415,844 (92,213) 1,323,631 223,694 - 1,099,937 0.00%- 30.82% 339,018 69.18% 760,919
Site Fencing, Retaining Walls, Landscape 472,510 220,430 692,940 117,107 - 575,833 0.00%- 30.82% 177,481 69.18% 398,352
Soft Costs4 1,273,591 55,835 1,329,426 224,673 - 1,104,753 0.00%- 30.82% 340,502 69.18% 764,251
8,376,337$ (998,321)$ 7,378,015$ 1,246,885$ -$ 6,131,131$ -$ 1,889,710$ 4,241,421$
Improvement Area #2A Improvements
Roadway Improvements 4,149,405$ (204,345)$ 3,945,060$ -$ -$ 3,945,060$ 0.00%-$ 100.00% 3,945,060$ 0.00%-$
Water Systems 921,494 - 921,494 - - 921,494 0.00%- 100.00% 921,494 0.00%-
Sanitary Sewer 767,152 - 767,152 - - 767,152 0.00%- 100.00% 767,152 0.00%-
Storm Sewer 841,028 - 841,028 - - 841,028 0.00%- 100.00% 841,028 0.00%-
Site Fencing, Retaining Walls, Landscape 585,155 - 585,155 - - 585,155 0.00%- 100.00% 585,155 0.00%-
Soft Costs4 1,958,528 791,064 2,749,592 - - 2,749,592 0.00%- 100.00% 2,749,592 0.00%-
9,222,763$ 586,719$ 9,809,482$ -$ -$ 9,809,482$ -$ 9,809,482$ -$
Private Improvements
Private Improvements 5,574,053$ (450,240)$ 5,123,813$ -$ 5,123,813$ -$ -$ -$ -$
5,574,053$ (450,240)$ 5,123,813$ -$ 5,123,813$ -$ -$ -$ -$
Bond Issuance Costs 5
Debt Service Reserve Fund 2,415,300$ (674,751)$ 1,740,549$ -$ -$ 1,740,549$ 1,740,549$ -$ -$
Underwriter's Discount 884,850 (224,560) 660,290 - - 660,290 660,290 - -
Cost of Issuance 1,990,200 (921,086) 1,069,114 - - 1,069,114 1,069,114 - -
5,290,350$ (1,820,397)$ 3,469,953$ -$ -$ 3,469,953$ 3,469,953$ -$ -$
Other Costs
Deposit to Administrative Fund 80,000$ (40,000)$ 40,000$ -$ -$ 40,000$ 40,000$ -$ -$
80,000$ (40,000)$ 40,000$ -$ -$ 40,000$ 40,000$ -$ -$
Total 48,238,618$ (2,264,635)$ 45,973,983$ 2,835,394$ 5,123,813$ 38,014,776$ 22,074,164$ 11,699,191$ 4,241,421$
Footnotes:
Original Costs Non-Assessed
Property2
Improvement Area #2
Private Improvement Area #2AImprovement Area #1 Improvement Area #2 -
Remainder PropertyDistrict
Eligible CostsChange in Costs Updated Total
Costs
(1) Costs based on Engineer's Report, attached hereto as Appendix A.
(2)Non-Assessed Property allocated 16.90%of Improvement Area #1 Improvements that benefit the Non-Assessed Property ($9,399,462 *16.90%=$1,588,509);and 16.90%of all Improvement Area #2 Improvements ($7,378,015 *16.90%=$1,246,885)based on
Estimated Buildout Value.
(3) Allocation of Improvement Area #2 Improvements based on Estimated Buildout Value.
(4) Soft Costs includes Soft Costs and Contingency as detailed in the Engineer's Report.
(5) Original Bond Issuance Costs were preliminary and subject to change. Bond Issuance Costs have been updated to reflect the anticipated actual cost.
ANACAPRI PUBLIC IMPROVEMENT DISTRICT
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 50
Exhibit B-2 – Appropriation of Costs
%Costs 2%Costs %Costs
Improvement Area #1 100.00% 18,564,211$ 0.00%-$ 0.00%-$ -$
Improvement Area #2A 0.00%-$ 30.82% 1,889,710$ 100.00% 9,809,482$ -$
Improvement Area #2 - Remainder Property 0.00%-$ 69.18% 4,241,421$ 0.00%-$ 4,241,421.23$
Total 100.00% 18,564,211$ 100.00% 6,131,131$ 100.00% 9,809,482$
Footnotes:
(1) Reimbursable in part or in full from future Assessments levied in the Improvement Area #2 - Remainder Property.
(2)The costs of Improvement Area #2 Improvements appropriated to the Improvement Area #2 -Remainder Property are calculated based on
Estimated Buildout Value.
Improvement Area
Improvement Area #1
Improvements
Improvement Area #2
Improvements
Improvement Area #2A
Improvements Total Appropriation
for Future Funding1
ANACAPRI PUBLIC IMPROVEMENT DISTRICT
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 51
Exhibit C – Service Plan
Annual Installments Due 1/31/2024 1/31/2025 1/31/2026 1/31/2027 1/31/2028
Improvement Area #1 Bonds
Principal 354,000.00$ 234,000.00$ 251,000.00$ 269,000.00$ 288,000.00$
Interest 1,284,878.44 1,443,652.50 1,427,272.50 1,409,702.50 1,390,872.50
(1) 1,638,878.44$ 1,677,652.50$ 1,678,272.50$ 1,678,702.50$ 1,678,872.50$
Annual Collection Costs (2)39,121.15$ 40,800.00$ 41,616.00$ 42,448.32$ 43,297.29$
Additional Interest1 (3)-$ 99,945.00$ 98,775.00$ 97,520.00$ 96,175.00$
Total Annual Installment (4) = (1) + (2) + (3)1,677,999.59$ 1,818,397.50$ 1,818,663.50$ 1,818,670.82$ 1,818,344.79$
Annual Installments Due 1/31/2024 1/31/2025 1/31/2026 1/31/2027 1/31/2028
Improvement Area #2A Reimbursement Obligation
Principal 107,303.79$ 114,815.05$ 122,852.10$ 131,451.75$ 178,055.55$
Interest 709,520.00 702,008.74 693,971.68 685,372.03 571,846.98
(1)816,823.79$ 816,823.79$ 816,823.79$ 816,823.79$ 749,902.53$
Annual Collection Costs (2)12,008.85$ 12,249.03$ 12,494.01$ 12,743.89$ 12,998.77$
Additional Interest1 (3)-$ -$ -$ -$ -$
Total Annual Installment (4) = (1) + (2) + (3)828,832.64$ 829,072.81$ 829,317.79$ 829,567.67$ 762,901.29$
Footnotes:
(1)Additional Interest will not be charged on the Improvement Area #2A Reimbursement Obligation.In the event Improvement Area
#2A Bonds are issued,the Service Plan and Assessment Roll shall be updated to reflect the Additional Interest collected for the
Improvement Area #2A Bonds.
Improvement Area #1
Improvement Area #2A
ANACAPRI PUBLIC IMPROVEMENT DISTRICT
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 52
Exhibit D – Sources and Uses of Funds
Non-Assessed
Property/Private
Improvements
Improvement
Area #1
Improvement
Area #2A
Improvement Area #2 -
Remainder Property Total
Improvement Area #1 Bonds1 -$ 20,343,000$ -$ -$ 20,343,000$
Orginal Issue Discount - (393,047) - - (393,047)
Improvement Area #2A Reimbursement Obligation - - 10,136,000 - 10,136,000
Improvement Area #1 - Developer Contribution2 - 2,124,211 - - 2,124,211
Improvement Area #2A - Developer Contribution2 - - 1,563,191 - 1,563,191
Improvement Area #2 - Remainder Property Developer Contribution3 - - - 4,241,421 4,241,421
Developer Contribution - Non-Assessed Property2,4 2,835,394 - - - 2,835,394
Developer Contribution - Private Improvements2 5,123,813 - - - 5,123,813
Total Sources 7,959,207$ 22,074,164$ 11,699,191$ 4,241,421$ 45,973,983$
Improvement Area #1 Improvements4 1,588,509$ 18,564,211$ -$ -$ 20,152,720$
Improvement Area #2A Improvements - - 9,809,482 - 9,809,482
Improvement Area #2 Improvements4 1,246,885 - 1,889,710 4,241,421 7,378,015
Private Improvements2 5,123,813 - - - 5,123,813
7,959,207$ 18,564,211$ 11,699,191$ 4,241,421$ 42,464,031$
Bond Issuance Costs
Debt Service Reserve Fund -$ 1,740,549$ -$ -$ 1,740,549$
Underwriter's Discount - 660,290 - - 660,290
Cost of Issuance - 1,069,114 - - 1,069,114
-$ 3,469,953$ -$ -$ 3,469,953$
Other Costs
Deposit to Administrative Fund -$ 40,000$ -$ -$ 40,000$
-$ 40,000$ -$ -$ 40,000$
Total Uses 7,959,207$ 22,074,164$ 11,699,191$ 4,241,421$ 45,973,983$
Footnotes:
(1) See Exhibit D-2 for all the reductions to the Improvement Area #1 Assessment.
(2) Non-reimbursable to Developer from Assessments or PID Bonds.
(3) Reimbursable in part or in full to Developer from Improvement Area #2 - Remainder Property Assessment.
(4) (2)Non-Assessed Property allocated 16.90%of Improvement Area #1 Improvements that benefit the Non-Assessed Property ($9,399,462 *16.90%=$1,588,509);and 16.90%
of all Improvement Area #2 Improvements ($7,378,015 *16.90%=$1,246,885)based on Estimated Buildout Value.Such improvements to be funded by Developer contribution
for Non-Assessed Property.
Improvement Area #2
Sources of Funds
Uses of Funds
ANACAPRI PUBLIC IMPROVEMENT DISTRICT
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 53
Exhibit E – Maximum Assessment and Tax Rate Equivalent
Per Unit Total Per Unit Total Per Unit Total
Improvement Area #1
Lot Type 1 (40')168 430,000$ 72,240,000$ 41,465$ 6,966,147$ 3,697$ 621,023$ 0.8597$
Lot Type 2 (50')289 480,000$ 138,720,000$ 46,287$ 13,376,853$ 4,126$ 1,192,529$ 0.8597$
Improvement Area #1 Subtotal 457 210,960,000$ 20,343,000$ 1,813,552$
Improvement Area #2A
Lot Type 3 (40')91 430,000$ 39,130,000$ 39,909$ 3,631,734$ 3,052$ 277,753$ 0.7098$
Lot Type 4 (50')146 480,000$ 70,080,000$ 44,550$ 6,504,266$ 3,407$ 497,443$ 0.7098$
Improvement Area #2A Subtotal 237 109,210,000$ 10,136,000$ 775,197$
Total 694 320,170,000$ 30,479,000$
Footnotes:
(1) Per information provided by the Developer.
Lot Type Units1
Estimated Buildout Value1 Assessment Average Annual Installment
Gross TRE
ANACAPRI PUBLIC IMPROVEMENT DISTRICT
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 54
Exhibit F – TIRZ No. 4 Maximum Annual Credit Amount
Improvement Area #1
Lot Type 1 (40')168 0.8597$ (1,098.04)$ 0.6043$ 2.6031$
Lot Type 2 (50')289 0.8597$ (1,225.72)$ 0.6043$ 2.6031$
Improvement Area #1 Subtotal 457 (538,704)$
Improvement Area #2A
Lot Type 3 (40')91 0.7098$ (1,098.04)$ 0.4545$ 2.4532$
Lot Type 4 (50')146 0.7098$ (1,225.72)$ 0.4545$ 2.4532$
Improvement Area #2A Subtotal 237 (278,877)$
Footnotes:
Lot Type Units1
(1) Per information provided by the Developer.
TIRZ No. 4
Maximum Annual
Credit Amount Net TRE
Net Tax
StackGross TRE
ANACAPRI PUBLIC IMPROVEMENT DISTRICT
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 55
Exhibit G-1 – Improvement Area #1 Assessment Roll
Property ID1 Lot Type Phase Block Lot Number
Outstanding
Assessment
Annual Installment
Due 1/31/20241
2770352
Improvement Area #1 Initial
Parcel Remainder Area Phase 1B, Phase 1C 11,502,242.32$ 948,766.55$
TBD 2 Phase 1A A 1 46,286.69$ 3,817.97$
TBD 2 Phase 1A A 2 46,286.69$ 3,817.97$
TBD 2 Phase 1A A 3 46,286.69$ 3,817.97$
TBD 2 Phase 1A A 4 46,286.69$ 3,817.97$
TBD 2 Phase 1A A 5 46,286.69$ 3,817.97$
TBD 2 Phase 1A A 6 46,286.69$ 3,817.97$
TBD 2 Phase 1A A 7 46,286.69$ 3,817.97$
TBD 2 Phase 1A A 8 46,286.69$ 3,817.97$
TBD 2 Phase 1A A 9 46,286.69$ 3,817.97$
TBD 2 Phase 1A A 10 46,286.69$ 3,817.97$
TBD 2 Phase 1A A 11 46,286.69$ 3,817.97$
TBD 2 Phase 1A A 12 46,286.69$ 3,817.97$
TBD 2 Phase 1A A 13 46,286.69$ 3,817.97$
TBD 2 Phase 1A A 14 46,286.69$ 3,817.97$
TBD 2 Phase 1A A 15 46,286.69$ 3,817.97$
TBD 2 Phase 1A A 16 46,286.69$ 3,817.97$
TBD 2 Phase 1A B 1 46,286.69$ 3,817.97$
TBD 2 Phase 1A B 2 46,286.69$ 3,817.97$
TBD 2 Phase 1A B 3 46,286.69$ 3,817.97$
TBD 2 Phase 1A B 4 46,286.69$ 3,817.97$
TBD 2 Phase 1A B 5 46,286.69$ 3,817.97$
TBD 2 Phase 1A B 6 46,286.69$ 3,817.97$
TBD 2 Phase 1A B 7 46,286.69$ 3,817.97$
TBD 2 Phase 1A B 8 46,286.69$ 3,817.97$
TBD 2 Phase 1A B 9 46,286.69$ 3,817.97$
TBD 2 Phase 1A B 10 46,286.69$ 3,817.97$
TBD 2 Phase 1A B 11 46,286.69$ 3,817.97$
TBD 2 Phase 1A B 12 46,286.69$ 3,817.97$
TBD 2 Phase 1A B 13 46,286.69$ 3,817.97$
TBD 2 Phase 1A B 14 46,286.69$ 3,817.97$
TBD 2 Phase 1A B 15 46,286.69$ 3,817.97$
TBD 2 Phase 1A B 16 46,286.69$ 3,817.97$
TBD 2 Phase 1A B 17 46,286.69$ 3,817.97$
TBD 2 Phase 1A B 18 46,286.69$ 3,817.97$
TBD Non-Benefitted Property Phase 1A B 1X -$ -$
TBD 2 Phase 1A C 1 46,286.69$ 3,817.97$
TBD 2 Phase 1A C 2 46,286.69$ 3,817.97$
TBD 2 Phase 1A C 3 46,286.69$ 3,817.97$
TBD 2 Phase 1A C 4 46,286.69$ 3,817.97$
Legal Description
ANACAPRI PUBLIC IMPROVEMENT DISTRICT
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 56
Property ID1 Lot Type Phase Block Lot Number
Outstanding
Assessment
Annual Installment
Due 1/31/20241
TBD 2 Phase 1A F 20 46,286.69$ 3,817.97$
TBD 2 Phase 1A F 21 46,286.69$ 3,817.97$
TBD 2 Phase 1A F 22 46,286.69$ 3,817.97$
TBD 2 Phase 1A G 1 46,286.69$ 3,817.97$
TBD 2 Phase 1A G 2 46,286.69$ 3,817.97$
TBD 2 Phase 1A G 3 46,286.69$ 3,817.97$
TBD 2 Phase 1A G 4 46,286.69$ 3,817.97$
TBD 2 Phase 1A G 5 46,286.69$ 3,817.97$
TBD 2 Phase 1A G 6 46,286.69$ 3,817.97$
TBD 2 Phase 1A G 7 46,286.69$ 3,817.97$
TBD 2 Phase 1A G 8 46,286.69$ 3,817.97$
TBD 2 Phase 1A G 9 46,286.69$ 3,817.97$
TBD 2 Phase 1A G 10 46,286.69$ 3,817.97$
TBD 2 Phase 1A G 11 46,286.69$ 3,817.97$
TBD 2 Phase 1A G 12 46,286.69$ 3,817.97$
TBD 2 Phase 1A G 13 46,286.69$ 3,817.97$
TBD 2 Phase 1A G 14 46,286.69$ 3,817.97$
TBD 2 Phase 1A G 15 46,286.69$ 3,817.97$
TBD 2 Phase 1A G 16 46,286.69$ 3,817.97$
TBD 2 Phase 1A G 17 46,286.69$ 3,817.97$
TBD 2 Phase 1A G 18 46,286.69$ 3,817.97$
TBD 2 Phase 1A G 19 46,286.69$ 3,817.97$
TBD 2 Phase 1A G 20 46,286.69$ 3,817.97$
TBD 2 Phase 1A G 21 46,286.69$ 3,817.97$
TBD 2 Phase 1A G 22 46,286.69$ 3,817.97$
TBD 2 Phase 1A G 23 46,286.69$ 3,817.97$
TBD 2 Phase 1A G 24 46,286.69$ 3,817.97$
TBD 2 Phase 1A G 25 46,286.69$ 3,817.97$
TBD 2 Phase 1A G 26 46,286.69$ 3,817.97$
TBD 2 Phase 1A G 27 46,286.69$ 3,817.97$
TBD 2 Phase 1A G 28 46,286.69$ 3,817.97$
TBD 2 Phase 1A G 29 46,286.69$ 3,817.97$
TBD Non-Benefitted Property Phase 1A G 1X -$ -$
TBD 2 Phase 1A H 1 46,286.69$ 3,817.97$
TBD 2 Phase 1A H 2 46,286.69$ 3,817.97$
TBD 2 Phase 1A H 3 46,286.69$ 3,817.97$
TBD 2 Phase 1A H 4 46,286.69$ 3,817.97$
TBD Non-Benefitted Property Phase 1A I 1X -$ -$
20,343,000.00$ 1,677,998.82$
Footnotes:
(1)The entire Improvement Area #1 Initial Parcel is contained within Property ID 2770352.For billing purposes,the Annual
Installment due 1/31/2024 shall be allocated pro rata based on acreage.
Total
Legal Description
ANACAPRI PUBLIC IMPROVEMENT DISTRICT
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 57
Exhibit G-2 – Improvement Area #1 Annual Installment
Annual Installment
Due 1/31 Principal Interest1
Additional
Interest Reserve Fund
Annual
Collection
Annual
Installment2
2024 354,000.00$ 1,284,878.44$ -$ -$ 39,121.15$ 1,677,999.59$
2025 234,000.00$ 1,443,652.50$ 99,945.00$ -$ 40,800.00$ 1,818,397.50$
2026 251,000.00$ 1,427,272.50$ 98,775.00$ -$ 41,616.00$ 1,818,663.50$
2027 269,000.00$ 1,409,702.50$ 97,520.00$ -$ 42,448.32$ 1,818,670.82$
2028 288,000.00$ 1,390,872.50$ 96,175.00$ -$ 43,297.29$ 1,818,344.79$
2029 309,000.00$ 1,370,712.50$ 94,735.00$ -$ 44,163.24$ 1,818,610.74$
2030 331,000.00$ 1,349,082.50$ 93,190.00$ -$ 45,046.50$ 1,818,319.00$
2031 355,000.00$ 1,325,912.50$ 91,535.00$ -$ 45,947.43$ 1,818,394.93$
2032 381,000.00$ 1,301,062.50$ 89,760.00$ -$ 46,866.38$ 1,818,688.88$
2033 409,000.00$ 1,274,392.50$ 87,855.00$ -$ 47,803.71$ 1,819,051.21$
2034 438,000.00$ 1,245,762.50$ 85,810.00$ -$ 48,759.78$ 1,818,332.28$
2035 470,000.00$ 1,215,102.50$ 83,620.00$ -$ 49,734.98$ 1,818,457.48$
2036 505,000.00$ 1,182,202.50$ 81,270.00$ -$ 50,729.68$ 1,819,202.18$
2037 541,000.00$ 1,146,852.50$ 78,745.00$ -$ 51,744.27$ 1,818,341.77$
2038 581,000.00$ 1,108,982.50$ 76,040.00$ -$ 52,779.16$ 1,818,801.66$
2039 623,000.00$ 1,068,312.50$ 73,135.00$ -$ 53,834.74$ 1,818,282.24$
2040 669,000.00$ 1,024,702.50$ 70,020.00$ -$ 54,911.43$ 1,818,633.93$
2041 718,000.00$ 977,872.50$ 66,675.00$ -$ 56,009.66$ 1,818,557.16$
2042 771,000.00$ 927,612.50$ 63,085.00$ -$ 57,129.85$ 1,818,827.35$
2043 827,000.00$ 873,642.50$ 59,230.00$ -$ 58,272.45$ 1,818,144.95$
2044 891,000.00$ 812,651.26$ 55,095.00$ -$ 59,437.90$ 1,818,184.16$
2045 960,000.00$ 746,940.00$ 50,640.00$ -$ 60,626.66$ 1,818,206.66$
2046 1,035,000.00$ 676,140.00$ 45,840.00$ -$ 61,839.19$ 1,818,819.19$
2047 1,115,000.00$ 599,808.76$ 40,665.00$ -$ 63,075.97$ 1,818,549.73$
2048 1,202,000.00$ 517,577.50$ 35,090.00$ -$ 64,337.49$ 1,819,004.99$
2049 1,295,000.00$ 428,930.00$ 29,080.00$ -$ 65,624.24$ 1,818,634.24$
2050 1,396,000.00$ 333,423.76$ 22,605.00$ -$ 66,936.72$ 1,818,965.48$
2051 1,504,000.00$ 230,468.76$ 15,625.00$ -$ 68,275.45$ 1,818,369.21$
2052 1,621,000.00$ 119,548.76$ 8,105.00$ (1,740,548.76)$ 69,640.96$ 77,745.96$
Total 20,343,000.00$ 28,814,074.74$ 1,889,865.00$ (1,740,548.76)$ 1,550,810.60$ 50,857,201.58$
Footnotes:
(1)Interest on the Improvement Area #1 Bonds is calculated at a 7.00%,and 7.375%rate for bonds maturing 2042 and 2052,
respectively.
(2)The figures shown above are estimates only and subject to change in Annual Service Plan Updates. Changes in Annual
Collection Costs,reserve fund requirements,interest earnings,or other available offsets could increase or decrease the amounts
shown.
ANACAPRI PUBLIC IMPROVEMENT DISTRICT
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 58
Exhibit H-1 – Improvement Area #2A Assessment Roll
Property ID1 Lot Type
Outstanding
Assessment
Annual Installment
Due 1/31/20241
2759616 Improvement Area #2A Initial Parcel 3,558,452.95$ 290,978.88$
2759795 Improvement Area #2A Initial Parcel 6,577,547.05$ 537,853.75$
10,136,000.00$ 828,832.64$
Footnotes:
(1)The entire Improvement Area #2A Initial Parcel is contained within Property ID 2759616,and
2759795.For billing purposes, the Annual Installment due 1/31/2024 shall be allocated pro rata based
on acreage.
Total
ANACAPRI PUBLIC IMPROVEMENT DISTRICT
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 59
Exhibit H-2 – Improvement Area #2A Projected Annual Installments
Annual Installment
Due 1/31 Principal Interest1
Annual
Collection Costs
Annual
Installment2
2024 107,303.79$ 709,520.00$ 12,008.85$ 828,832.64$
2025 114,815.05$ 702,008.74$ 12,249.03$ 829,072.81$
2026 122,852.10$ 693,971.68$ 12,494.01$ 829,317.79$
2027 131,451.75$ 685,372.03$ 12,743.89$ 829,567.67$
2028 178,055.55$ 571,846.98$ 12,998.77$ 762,901.29$
2029 188,596.44$ 561,306.09$ 13,258.74$ 763,161.27$
2030 199,761.35$ 550,141.18$ 13,523.92$ 763,426.44$
2031 211,587.22$ 538,315.31$ 13,794.39$ 763,696.92$
2032 224,113.18$ 525,789.34$ 14,070.28$ 763,972.81$
2033 237,380.68$ 512,521.84$ 14,351.69$ 764,254.21$
2034 251,433.62$ 498,468.91$ 14,638.72$ 764,541.25$
2035 266,318.49$ 483,584.04$ 14,931.50$ 764,834.02$
2036 282,084.54$ 467,817.98$ 15,230.13$ 765,132.65$
2037 298,783.95$ 451,118.58$ 15,534.73$ 765,437.25$
2038 316,471.96$ 433,430.57$ 15,845.42$ 765,747.95$
2039 335,207.10$ 414,695.43$ 16,162.33$ 766,064.86$
2040 355,051.36$ 394,851.17$ 16,485.58$ 766,388.10$
2041 376,070.40$ 373,832.13$ 16,815.29$ 766,717.82$
2042 398,333.77$ 351,568.76$ 17,151.59$ 767,054.12$
2043 421,915.13$ 327,987.40$ 17,494.63$ 767,397.15$
2044 446,892.50$ 303,010.02$ 17,844.52$ 767,747.05$
2045 473,348.54$ 276,553.99$ 18,201.41$ 768,103.94$
2046 501,370.77$ 248,531.76$ 18,565.44$ 768,467.96$
2047 531,051.92$ 218,850.61$ 18,936.75$ 768,839.27$
2048 562,490.19$ 187,412.33$ 19,315.48$ 769,218.01$
2049 595,789.61$ 154,112.91$ 19,701.79$ 769,604.32$
2050 631,060.36$ 118,842.17$ 20,095.83$ 769,998.35$
2051 668,419.13$ 81,483.39$ 20,497.74$ 770,400.27$
2052 707,989.55$ 41,912.98$ 20,907.70$ 770,810.22$
Total 10,136,000.00$ 11,878,858.30$ 465,850.13$ 22,480,708.43$
Footnotes:
1)Interest is calculated at 7.00%for years 1-5,which is not higher than 5%above the Bond
Buyer Index of 3.92%dated 09/01/2022,as allowed by the PID Act.Interest is calculated at
5.92%each year thereafter,which is 2%above the Bond Buyer Index of 3.92%dated
09/01/2022, as allowed by the PID Act.
2)The figures shown above are estimates only and subject to change in Annual Service Plan
Updates. Changes in Annual Collection Costs,reserve fund requirements, interest earnings,or
other available offsets could increase or decrease the amounts shown.
ANACAPRI PUBLIC IMPROVEMENT DISTRICT
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 60
Exhibit I-1 – Maps of Improvement Area #1 Improvements
ANACAPRI PUBLIC IMPROVEMENT DISTRICT
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 61
ANACAPRI PUBLIC IMPROVEMENT DISTRICT
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 62
ANACAPRI PUBLIC IMPROVEMENT DISTRICT
SERVICE AND ASSESSMENT PLAN 63
Exhibit I-2 – Maps of Improvement Area #2 Improvements
ANACAPRI PUBLIC IMPROVEMENT DISTRICT
SERVICE AND ASSESSMENT PLAN 64
ANACAPRI PUBLIC IMPROVEMENT DISTRICT
SERVICE AND ASSESSMENT PLAN 65
ANACAPRI PUBLIC IMPROVEMENT DISTRICT
SERVICE AND ASSESSMENT PLAN 66
ANACAPRI PUBLIC IMPROVEMENT DISTRICT
SERVICE AND ASSESSMENT PLAN 67
ANACAPRI PUBLIC IMPROVEMENT DISTRICT
SERVICE AND ASSESSMENT PLAN 68
ANACAPRI PUBLIC IMPROVEMENT DISTRICT
SERVICE AND ASSESSMENT PLAN 69
ANACAPRI PUBLIC IMPROVEMENT DISTRICT
SERVICE AND ASSESSMENT PLAN 70
ANACAPRI PUBLIC IMPROVEMENT DISTRICT
SERVICE AND ASSESSMENT PLAN 71
ANACAPRI PUBLIC IMPROVEMENT DISTRICT
SERVICE AND ASSESSMENT PLAN 72
ANACAPRI PUBLIC IMPROVEMENT DISTRICT
SERVICE AND ASSESSMENT PLAN 73
ANACAPRI PUBLIC IMPROVEMENT DISTRICT
SERVICE AND ASSESSMENT PLAN 74
ANACAPRI PUBLIC IMPROVEMENT DISTRICT
SERVICE AND ASSESSMENT PLAN 75
Exhibit I-3 – Maps of Improvement Area #2A Improvements
ANACAPRI PUBLIC IMPROVEMENT DISTRICT
SERVICE AND ASSESSMENT PLAN 76
ANACAPRI PUBLIC IMPROVEMENT DISTRICT
SERVICE AND ASSESSMENT PLAN 77
ANACAPRI PUBLIC IMPROVEMENT DISTRICT
SERVICE AND ASSESSMENT PLAN 78
ANACAPRI PUBLIC IMPROVEMENT DISTRICT
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 79
Exhibit J – Form of Notice of PID Assessment Termination
P3Works, LLC
9284 Huntington Square, Suite 100
North Richland Hills, TX 76182
______________________________________________________________________________
[Date]
Collin County Clerk’s Office
Honorable [County Clerk]
Collin County Administration Building
2300 Bloomdale Rd, Suite 2106
McKinney, TX 75071
Re: City of Anna Lien Release documents for filing
Dear Ms./Mr. [County Clerk]
Enclosed is a lien release that the City of Anna is requesting to be filed in your office. Lien release
for [insert legal description]. Recording Numbers: [Plat]. Please forward copies of the filed
documents to my attention:
City of Anna
Attn: City Secretary
120 W. 7th Street
Anna, TX 75409
Please contact me if you have any questions or need additional information.
Sincerely,
[Signature]
P3Works, LLC
(817) 393-0353
Admin@P3-Works.com
www.P3-Works.com
ANACAPRI PUBLIC IMPROVEMENT DISTRICT
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 80
AFTER RECORDING RETURN TO:
[City Secretary Name]
120 W. 7th Street
Anna, TX 75409
NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU
MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION
FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY
BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL
SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER.
FULL RELEASE OF PUBLIC IMPROVEMENT DISTRICT LIEN
STATE OF TEXAS §
§ KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF COLLIN §
THIS FULL RELEASE OF PUBLIC IMPROVEMENT DISTRICT LIEN (this "Full
Release") is executed and delivered as of the Effective Date by the City of Anna, Texas, a Texas
home rule municipality (the “City”).
RECITALS
WHEREAS, the governing body (hereinafter referred to as the "City Council") of the City
of Anna, Texas is authorized by Chapter 372, Texas Local Government Code, as amended
(hereinafter referred to as the "Act"), to create public improvement districts within the corporate
limits of the City; and
WHEREAS, on April 12, 2022 the City Council of the City approved Resolution No.
2022-04-1140 creating the AnaCapri Public Improvement District (the “District”); and
WHEREAS, the District consists of approximately 279.554 contiguous acres within the
corporate limits of the City; and
WHEREAS, on ____________, the City Council, approved Ordinance No. __________,
(hereinafter referred to as the "Assessment Ordinance") approving a service and assessment plan
and assessment roll for the real property located with the District, the Assessment Ordinance being
recorded on _____________, as Instrument No. ________ in the Official Public Records of Collin
County, TX; and
WHEREAS, the Assessment Ordinance imposed an assessment in the amount of [amount]
(hereinafter referred to as the "Lien Amount") and further imposed a lien to secure the payment of
the Lien Amount (the “Lien”) against the following property located within the District, to wit:
ANACAPRI PUBLIC IMPROVEMENT DISTRICT
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 81
[legal description], an addition to the City of [City], [County], Texas, according to
the map or plat thereof recorded as Instrument No. ________ in the Map Records
of Collin County, Texas (the "Property"); and
WHEREAS, the Lien Amount has been paid in full.
RELEASE
NOW THEREFORE, for and in consideration of the full payment of the Lien Amount, the
City/County hereby releases and discharges, and by these presents does hereby release and
discharge, the Lien to the extent that is affects and encumbers the Property.
EXECUTED to be EFFECTIVE this the _____ day of _________, 20__.
CITY OF ANNA, TEXAS,
A Texas home rule municipality,
By: _______________________________
[Manager Name], City Manager
ATTEST:
_______________________________
[Secretary Name], City Secretary
STATE OF TEXAS §
§
COUNTY OF COLLIN §
This instrument was acknowledged before me on the ____ day of ________, 20__, by
[City Manager], City Manager for the City of Anna, Texas, a Texas home rule municipality, on
behalf of said municipality.
_______________________________
Notary Public, State of Texas
ANACAPRI PUBLIC IMPROVEMENT DISTRICT
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 82
Exhibit K – Debt Service Schedule for the Improvement Area #1 Bonds
ANACAPRI PUBLIC IMPROVEMENT DISTRICT
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 83
ANACAPRI PUBLIC IMPROVEMENT DISTRICT
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 84
Exhibit L-1 – District Legal Description
ANACAPRI PUBLIC IMPROVEMENT DISTRICT
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 85
ANACAPRI PUBLIC IMPROVEMENT DISTRICT
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 86
ANACAPRI PUBLIC IMPROVEMENT DISTRICT
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 87
ANACAPRI PUBLIC IMPROVEMENT DISTRICT
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 88
ANACAPRI PUBLIC IMPROVEMENT DISTRICT
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 89
ANACAPRI PUBLIC IMPROVEMENT DISTRICT
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 90
ANACAPRI PUBLIC IMPROVEMENT DISTRICT
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 91
ANACAPRI PUBLIC IMPROVEMENT DISTRICT
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 92
ANACAPRI PUBLIC IMPROVEMENT DISTRICT
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 93
ANACAPRI PUBLIC IMPROVEMENT DISTRICT
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 94
ANACAPRI PUBLIC IMPROVEMENT DISTRICT
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 95
Exhibit L-2 – Improvement Area #1 Legal Description
ANACAPRI PUBLIC IMPROVEMENT DISTRICT
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 96
ANACAPRI PUBLIC IMPROVEMENT DISTRICT
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 97
ANACAPRI PUBLIC IMPROVEMENT DISTRICT
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 98
ANACAPRI PUBLIC IMPROVEMENT DISTRICT
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 99
ANACAPRI PUBLIC IMPROVEMENT DISTRICT
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 100
ANACAPRI PUBLIC IMPROVEMENT DISTRICT
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 101
ANACAPRI PUBLIC IMPROVEMENT DISTRICT
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 102
ANACAPRI PUBLIC IMPROVEMENT DISTRICT
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 103
Exhibit L-3 – Improvement Area #2 Legal Description
ANACAPRI PUBLIC IMPROVEMENT DISTRICT
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 104
ANACAPRI PUBLIC IMPROVEMENT DISTRICT
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 105
ANACAPRI PUBLIC IMPROVEMENT DISTRICT
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 106
ANACAPRI PUBLIC IMPROVEMENT DISTRICT
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 107
ANACAPRI PUBLIC IMPROVEMENT DISTRICT
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 108
ANACAPRI PUBLIC IMPROVEMENT DISTRICT
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 109
ANACAPRI PUBLIC IMPROVEMENT DISTRICT
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 110
Exhibit L-4 – Improvement Area #2A Legal Description
ANACAPRI PUBLIC IMPROVEMENT DISTRICT
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 111
ANACAPRI PUBLIC IMPROVEMENT DISTRICT
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 112
ANACAPRI PUBLIC IMPROVEMENT DISTRICT
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 113
ANACAPRI PUBLIC IMPROVEMENT DISTRICT
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 114
Exhibit L-5 – Improvement Area #2 - Remainder Property Legal Description
ANACAPRI PUBLIC IMPROVEMENT DISTRICT
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 115
ANACAPRI PUBLIC IMPROVEMENT DISTRICT
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 116
ANACAPRI PUBLIC IMPROVEMENT DISTRICT
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 117
ANACAPRI PUBLIC IMPROVEMENT DISTRICT
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 118
Appendix A – Engineer’s Report
[Remainder of page left intentionally blank.]
ANACAPRI PUBLIC IMPROVEMENT DISTRICT
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 119
ANACAPRI PUBLIC IMPROVEMENT DISTRICT
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 120
ANACAPRI PUBLIC IMPROVEMENT DISTRICT
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 121
ANACAPRI PUBLIC IMPROVEMENT DISTRICT
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 122
ANACAPRI PUBLIC IMPROVEMENT DISTRICT
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 123
ANACAPRI PUBLIC IMPROVEMENT DISTRICT
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 124
ANACAPRI PUBLIC IMPROVEMENT DISTRICT
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 125
ANACAPRI PUBLIC IMPROVEMENT DISTRICT
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 126
ANACAPRI PUBLIC IMPROVEMENT DISTRICT
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 127
ANACAPRI PUBLIC IMPROVEMENT DISTRICT
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 128
ANACAPRI PUBLIC IMPROVEMENT DISTRICT
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 129
ANACAPRI PUBLIC IMPROVEMENT DISTRICT
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 130
ANACAPRI PUBLIC IMPROVEMENT DISTRICT
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 131
ANACAPRI PUBLIC IMPROVEMENT DISTRICT
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 132
ANACAPRI PUBLIC IMPROVEMENT DISTRICT
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 133
ANACAPRI PUBLIC IMPROVEMENT DISTRICT
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 134
ANACAPRI PUBLIC IMPROVEMENT DISTRICT
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 135
ANACAPRI PUBLIC IMPROVEMENT DISTRICT
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 136
ANACAPRI PUBLIC IMPROVEMENT DISTRICT
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 137
ANACAPRI PUBLIC IMPROVEMENT DISTRICT
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 138
ANACAPRI PUBLIC IMPROVEMENT DISTRICT
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 139
ANACAPRI PUBLIC IMPROVEMENT DISTRICT
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 140
ANACAPRI PUBLIC IMPROVEMENT DISTRICT
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 141
Appendix B – Buyer Disclosures
Forms of the buyer disclosures for the following Lot Types are found in this appendix:
• Improvement Area #1
o Improvement Area #1 Initial Parcel Remainder Property
o Lot Type 1
o Lot Type 2
• Improvement Area #2A
o Improvement Area #2A Initial Parcel
o Lot Type 3
o Lot Type 4
[Remainder of page left intentionally blank.]
ANACAPRI PUBLIC IMPROVEMENT DISTRICT BUYER DISCLOSURE IMPROVEMENT
AREA #1 – INITIAL PARCEL REMAINDER PROPERTY
NOTICE OF OBLIGATIONS RELATED TO PUBLIC IMPROVEMENT DISTRICT
A person who proposes to sell or otherwise convey real property that is located in a public
improvement district established under Subchapter A, Chapter 372, Local Government Code
(except for public improvement districts described under Section 372.005), or Chapter 382,
Local Government Code, shall first give to the purchaser of the property this written notice,
signed by the seller.
For the purposes of this notice, a contract for the purchase and sale of real property having a
performance period of less than six months is considered a sale requiring the notice set forth below.
This notice requirement does not apply to a transfer:
1) under a court order or foreclosure sale;
2) by a trustee in bankruptcy;
3) to a mortgagee by a mortgagor or successor in interest or to a beneficiary
of a deed of trust by a trustor or successor in interest;
4) by a mortgagee or a beneficiary under a deed of trust who has acquired the
land at a sale conducted under a power of sale under a deed of trust or a sale
under a court-ordered foreclosure or has acquired the land by a deed in lieu of
foreclosure;
5) by a fiduciary in the course of the administration of a decedent's
estate, guardianship, conservatorship, or trust;
6) from one co-owner to another co-owner of an undivided interest in the
real property;
7) to a spouse or a person in the lineal line of consanguinity of the seller;
8) to or from a governmental entity; or
9) of only a mineral interest, leasehold interest, or security interest
The following notice shall be given to a prospective purchaser before the execution of a binding
contract of purchase and sale, either separately or as an addendum or paragraph of a purchase
contract. In the event a contract of purchase and sale is entered into without the seller having
provided the required notice, the purchaser, subject to certain exceptions, is entitled to terminate
the contract.
A separate copy of this notice shall be executed by the seller and the purchaser and must be
filed in the real property records of the county in which the property is located at the closing of
the purchase and sale of the property.
AFTER RECORDING 1 RETURN TO:
____________________
____________________
____________________
____________________
____________________
NOTICE OF OBLIGATION TO PAY IMPROVEMENT DISTRICT ASSESSMENT TO
CITY OF ANNA, TEXAS
CONCERNING THE FOLLOWING PROPERTY
__________________________________________
PROPERTY ADDRESS
IMPROVEMENT AREA #1 INITIAL PARCEL REMAINDER PROPERTY PRINCIPAL
ASSESSMENT: $11,502,242.32
As the purchaser of the real property described above, you are obligated to pay
assessments to the City of Anna, Texas, for the costs of a portion of a public improvement or
services project (the "Authorized Improvements") undertaken for the benefit of the property
within AnaCapri Public Improvement District (the "District") created under Subchapter A,
Chapter 372, Local Government Code.
AN ASSESSMENT HAS BEEN LEVIED AGAINST YOUR PROPERTY FOR THE
AUTHORIZED IMPROVEMENTS, WHICH MAY BE PAID IN FULL AT ANY TIME. IF
THE ASSESSMENT IS NOT PAID IN FULL, IT WILL BE DUE AND PAYABLE IN
ANNUAL INSTALLMENTS THAT WILL VARY FROM YEAR TO YEAR DEPENDING
ON THE AMOUNT OF INTEREST PAID, COLLECTION COSTS, ADMINISTRATIVE
COSTS, AND DELINQUENCY COSTS.
The exact amount of the assessment may be obtained from the City of Anna. The exact
amount of each annual installment will be approved each year by the Anna City Council in the
annual service plan update for the district. More information about the assessments, including
the amounts and due dates, may be obtained from the City of Anna.
Your failure to pay any assessment or any annual installment may result in penalties and
interest being added to what you owe or in a lien on and the foreclosure of your property.
1 To be included in separate copy of the notice required by Section 5.014 3, Tex. Prop. Code, to be executed at the
closing of the purchase and sale and to be recorded in the deed records of Collin County when updating for the Current
Information of Obligation to Pay Improvement District Assessment.
Signature Page to Initial Notice
of Obligation to Pay Improvement District Assessment
[The undersigned purchaser acknowledges receipt of this notice before the effective date of
a binding contract for the purchase of the real property at the address described above.
DATE: DATE:
SIGNATURE OF PURCHASER SIGNATURE OF PURCHASER
The undersigned seller acknowledges providing this notice to the potential purchaser before
the effective date of a binding contract for the purchase of the real property at the address described
above.
DATE: DATE:
SIGNATURE OF SELLER SIGNATURE OF SELLER]2
2 To be included in copy of the notice required by Section 5.014, Tex. Prop. Code, to be executed by seller in accordance
with Section 5.014(a-1), Tex. Prop. Code.
Purchaser Signature Page to Final Notice with Current Information
of Obligation to Pay Improvement District Assessment
[The undersigned purchaser acknowledges receipt of this notice before the effective date of
a binding contract for the purchase of the real property at the address described above. The
undersigned purchaser acknowledged the receipt of this notice including the current information
required by Section 5.0143, Texas Property Code, as amended.
DATE: DATE:
SIGNATURE OF PURCHASER SIGNATURE OF PURCHASER
STATE OF TEXAS §
§
COUNTY OF COLLIN §
The foregoing instrument was acknowledged before me by ______________________ and
____________________ , known to me to be the person(s) whose name(s) is/are subscribed to the
foregoing instrument, and acknowledged to me that he or she executed the same for the purposes
therein expressed.
Given under my hand and seal of office on this _________________, 20__.
Notary Public, State of Texas]3
3 To be included in separate copy of the notice required by Section 5.0143, Tex. Prop. Code, to be executed at the
closing of the purchase and sale and to be recorded in the deed records of Collin County.
Seller Signature Page to Final Notice with Current Information
of Obligation to Pay Improvement District Assessment
[The undersigned seller acknowledges providing a separate copy of the notice required by
Section 5.014 of the Texas Property Code including the current information required by Section
5.0143, Texas Property Code, as amended, at the closing of the purchase of the real property at the
address above.
DATE: DATE:
SIGNATURE OF SELLER SIGNATURE OF SELLER
STATE OF TEXAS §
§
COUNTY OF COLLIN §
The foregoing instrument was acknowledged before me by ______________________ and
____________________ , known to me to be the person(s) whose name(s) is/are subscribed to the
foregoing instrument, and acknowledged to me that he or she executed the same for the purposes
therein expressed.
Given under my hand and seal of office on this _________________, 20__.
Notary Public, State of Texas]4
4 To be included in separate copy of the notice required by Section 5.0143, Tex. Prop. Code, to be executed at the closing
of the purchase and sale and to be recorded in the deed records of Collin County.
Annual Installment Schedule to Notice
of Obligation to Pay Improvement District Assessment
ANNUAL INSTALLMENTS – IMPROVEMENT AREA #1 INITIAL PARCEL - REMAINDER
PROPERTY
Annual Installment
Due 1/31 Principal Interest1
Additional
Interest Reserve Fund
Annual
Collection Costs
Annual
Installment2
2024 200,157.00$ 726,489.86$ -$ -$ 22,119.69$ 948,766.55$
2025 132,307.17$ 816,263.13$ 56,510.43$ -$ 23,068.94$ 1,028,149.67$
2026 141,919.23$ 807,001.63$ 55,848.89$ -$ 23,530.32$ 1,028,300.07$
2027 152,096.70$ 797,067.28$ 55,139.29$ -$ 24,000.93$ 1,028,304.21$
2028 162,839.59$ 786,420.51$ 54,378.81$ -$ 24,480.95$ 1,028,119.86$
2029 174,713.31$ 775,021.74$ 53,564.61$ -$ 24,970.57$ 1,028,270.24$
2030 187,152.45$ 762,791.81$ 52,691.05$ -$ 25,469.98$ 1,028,105.28$
2031 200,722.41$ 749,691.14$ 51,755.28$ -$ 25,979.38$ 1,028,148.21$
2032 215,423.21$ 735,640.57$ 50,751.67$ -$ 26,498.97$ 1,028,314.42$
2033 231,254.84$ 720,560.95$ 49,674.56$ -$ 27,028.95$ 1,028,519.28$
2034 247,651.88$ 704,373.11$ 48,518.28$ -$ 27,569.52$ 1,028,112.79$
2035 265,745.16$ 687,037.48$ 47,280.02$ -$ 28,120.92$ 1,028,183.58$
2036 285,534.70$ 668,435.32$ 45,951.30$ -$ 28,683.33$ 1,028,604.65$
2037 305,889.65$ 648,447.89$ 44,523.62$ -$ 29,257.00$ 1,028,118.16$
2038 328,506.26$ 627,035.61$ 42,994.18$ -$ 29,842.14$ 1,028,378.19$
2039 352,253.70$ 604,040.17$ 41,351.64$ -$ 30,438.98$ 1,028,084.50$
2040 378,262.80$ 579,382.41$ 39,590.38$ -$ 31,047.76$ 1,028,283.35$
2041 405,968.15$ 552,904.02$ 37,699.06$ -$ 31,668.72$ 1,028,239.94$
2042 435,935.15$ 524,486.25$ 35,669.22$ -$ 32,302.09$ 1,028,392.71$
2043 467,598.41$ 493,970.79$ 33,489.54$ -$ 32,948.13$ 1,028,006.87$
2044 503,784.98$ 459,485.41$ 31,151.55$ -$ 33,607.09$ 1,028,029.04$
2045 542,798.63$ 422,331.26$ 28,632.63$ -$ 34,279.24$ 1,028,041.76$
2046 585,204.78$ 382,299.86$ 25,918.63$ -$ 34,964.82$ 1,028,388.10$
2047 630,438.00$ 339,141.02$ 22,992.61$ -$ 35,664.12$ 1,028,235.74$
2048 679,629.12$ 292,646.21$ 19,840.42$ -$ 36,377.40$ 1,028,493.15$
2049 732,212.74$ 242,523.56$ 16,442.28$ -$ 37,104.95$ 1,028,283.52$
2050 789,319.68$ 188,522.88$ 12,781.21$ -$ 37,847.04$ 1,028,470.81$
2051 850,384.53$ 130,310.55$ 8,834.61$ -$ 38,603.98$ 1,028,133.67$
2052 916,538.11$ 67,594.69$ 4,582.69$ (984,132.80)$ 39,376.06$ 43,958.75$
Total 11,502,242.32$ 16,291,917.12$ 1,068,558.48$ (984,132.80)$ 876,851.95$ 28,755,437.07$
Footnotes:
(1)Interest on the Improvement Area #1 Bonds is calculated at a 7.00%,and 7.375%rate for bonds maturing 2042 and 2052,
respectively.
(2)The figures shown above are estimates only and subject to change in Annual Service Plan Updates. Changes in Annual Collection
Costs, reserve fund requirements, interest earnings, or other available offsets could increase or decrease the amounts shown.
ANACAPRI PUBLIC IMPROVEMENT DISTRICT BUYER DISCLOSURE LOT TYPE 1
NOTICE OF OBLIGATIONS RELATED TO PUBLIC IMPROVEMENT DISTRICT
A person who proposes to sell or otherwise convey real property that is located in a public
improvement district established under Subchapter A, Chapter 372, Local Government Code
(except for public improvement districts described under Section 372.005), or Chapter 382,
Local Government Code, shall first give to the purchaser of the property this written notice,
signed by the seller.
For the purposes of this notice, a contract for the purchase and sale of real property having a
performance period of less than six months is considered a sale requiring the notice set forth below.
This notice requirement does not apply to a transfer:
1) under a court order or a foreclosure sale;
2) by a trustee in bankruptcy;
3) to a mortgagee by a mortgagor or successor in interest or to a beneficiary
of a deed of trust by a trustor or successor in interest;
4) by a mortgagee or a beneficiary under a deed of trust who has acquired the
land at a sale conducted under a power of sale under a deed of trust or a sale
under a court-ordered foreclosure or has acquired the land by a deed in lieu of
foreclosure;
5) by a fiduciary in the course of the administration of a decedent's
estate, guardianship, conservatorship, or trust;
6) from one co-owner to another co-owner of an undivided interest in the
real property;
7) to a spouse or a person in the lineal line of consanguinity of the seller;
8) to or from a governmental entity; or
9) of only a mineral interest, leasehold interest, or security interest
The following notice shall be given to a prospective purchaser before the execution of a binding
contract of purchase and sale, either separately or as an addendum or paragraph of a purchase
contract. In the event a contract of purchase and sale is entered into without the seller having
provided the required notice, the purchaser, subject to certain exceptions, is entitled to terminate
the contract.
A separate copy of this notice shall be executed by the seller and the purchaser and must be
filed in the real property records of the county in which the property is located at the closing of
the purchase and sale of the property.
AFTER RECORDING 1 RETURN TO:
____________________
____________________
____________________
____________________
____________________
NOTICE OF OBLIGATION TO PAY IMPROVEMENT DISTRICT ASSESSMENT TO
CITY OF ANNA, TEXAS
CONCERNING THE FOLLOWING PROPERTY
__________________________________________
PROPERTY ADDRESS
LOT TYPE 1 PRINCIPAL ASSESSMENT: $41,465.16
As the purchaser of the real property described above, you are obligated to pay
assessments to the City of Anna, Texas, for the costs of a portion of a public improvement or
services project (the "Authorized Improvements") undertaken for the benefit of the property
within AnaCapri Public Improvement District (the "District") created under Subchapter A,
Chapter 372, Local Government Code.
AN ASSESSMENT HAS BEEN LEVIED AGAINST YOUR PROPERTY FOR THE
AUTHORIZED IMPROVEMENTS, WHICH MAY BE PAID IN FULL AT ANY TIME. IF
THE ASSESSMENT IS NOT PAID IN FULL, IT WILL BE DUE AND PAYABLE IN
ANNUAL INSTALLMENTS THAT WILL VARY FROM YEAR TO YEAR DEPENDING
ON THE AMOUNT OF INTEREST PAID, COLLECTION COSTS, ADMINISTRATIVE
COSTS, AND DELINQUENCY COSTS.
The exact amount of the assessment may be obtained from the City of Anna. The exact
amount of each annual installment will be approved each year by the Anna City Council in the
annual service plan update for the district. More information about the assessments, including
the amounts and due dates, may be obtained from the City of Anna.
Your failure to pay any assessment or any annual installment may result in penalties and
interest being added to what you owe or in a lien on and the foreclosure of your property.
1 To be included in separate copy of the notice required by Section 5.014 3, Tex. Prop. Code, to be executed at the
closing of the purchase and sale and to be recorded in the deed records of Collin County when updating for the Current
Information of Obligation to Pay Improvement District Assessment.
Signature Page to Initial Notice
of Obligation to Pay Improvement District Assessment
[The undersigned purchaser acknowledges receipt of this notice before the effective date of
a binding contract for the purchase of the real property at the address described above.
DATE: DATE:
SIGNATURE OF PURCHASER SIGNATURE OF PURCHASER
The undersigned seller acknowledges providing this notice to the potential purchaser before
the effective date of a binding contract for the purchase of the real property at the address described
above.
DATE: DATE:
SIGNATURE OF SELLER SIGNATURE OF SELLER]2
2 To be included in copy of the notice required by Section 5.014, Tex. Prop. Code, to be executed by seller in accordance
with Section 5.014(a-1), Tex. Prop. Code.
Purchaser Signature Page to Final Notice with Current Information
of Obligation to Pay Improvement District Assessment
[The undersigned purchaser acknowledges receipt of this notice before the effective date of
a binding contract for the purchase of the real property at the address described above. The
undersigned purchaser acknowledged the receipt of this notice including the current information
required by Section 5.0143, Texas Property Code, as amended.
DATE: DATE:
SIGNATURE OF PURCHASER SIGNATURE OF PURCHASER
STATE OF TEXAS §
§
COUNTY OF COLLIN §
The foregoing instrument was acknowledged before me by ______________________ and
____________________ , known to me to be the person(s) whose name(s) is/are subscribed to the
foregoing instrument, and acknowledged to me that he or she executed the same for the purposes
therein expressed.
Given under my hand and seal of office on this _________________, 20__.
Notary Public, State of Texas]3
3 To be included in separate copy of the notice required by Section 5.0143, Tex. Prop. Code, to be executed at the
closing of the purchase and sale and to be recorded in the deed records of Collin County.
Seller Signature Page to Final Notice with Current Information
of Obligation to Pay Improvement District Assessment
[The undersigned seller acknowledges providing a separate copy of the notice required by
Section 5.014 of the Texas Property Code including the current information required by Section
5.0143, Texas Property Code, as amended, at the closing of the purchase of the real property at the
address above.
DATE: DATE:
SIGNATURE OF SELLER SIGNATURE OF SELLER
STATE OF TEXAS §
§
COUNTY OF COLLIN §
The foregoing instrument was acknowledged before me by ______________________ and
____________________ , known to me to be the person(s) whose name(s) is/are subscribed to the
foregoing instrument, and acknowledged to me that he or she executed the same for the purposes
therein expressed.
Given under my hand and seal of office on this _________________, 20__.
Notary Public, State of Texas]4
4 To be included in separate copy of the notice required by Section 5.0143, Tex. Prop. Code, to be executed at the closing
of the purchase and sale and to be recorded in the deed records of Collin County.
Annual Installment Schedule to Notice
of Obligation to Pay Improvement District Assessment
ANNUAL INSTALLMENTS – LOT TYPE 1
Annual Installment
Due 1/31 Principal Interest1
Additional
Interest Reserve Fund
Annual Collection
Costs
Annual
Installment2
2024 721.56$ 2,618.97$ -$ -$ 79.74$ 3,420.27$
2025 476.96$ 2,942.60$ 203.72$ -$ 83.16$ 3,706.44$
2026 511.61$ 2,909.21$ 201.33$ -$ 84.83$ 3,706.98$
2027 548.30$ 2,873.40$ 198.78$ -$ 86.52$ 3,707.00$
2028 587.03$ 2,835.02$ 196.03$ -$ 88.25$ 3,706.33$
2029 629.84$ 2,793.92$ 193.10$ -$ 90.02$ 3,706.88$
2030 674.68$ 2,749.84$ 189.95$ -$ 91.82$ 3,706.28$
2031 723.60$ 2,702.61$ 186.58$ -$ 93.65$ 3,706.44$
2032 776.59$ 2,651.96$ 182.96$ -$ 95.53$ 3,707.04$
2033 833.67$ 2,597.60$ 179.07$ -$ 97.44$ 3,707.77$
2034 892.78$ 2,539.24$ 174.91$ -$ 99.39$ 3,706.31$
2035 958.00$ 2,476.74$ 170.44$ -$ 101.37$ 3,706.56$
2036 1,029.34$ 2,409.68$ 165.65$ -$ 103.40$ 3,708.08$
2037 1,102.72$ 2,337.63$ 160.51$ -$ 105.47$ 3,706.33$
2038 1,184.25$ 2,260.44$ 154.99$ -$ 107.58$ 3,707.27$
2039 1,269.86$ 2,177.54$ 149.07$ -$ 109.73$ 3,706.21$
2040 1,363.62$ 2,088.65$ 142.72$ -$ 111.93$ 3,706.92$
2041 1,463.50$ 1,993.20$ 135.90$ -$ 114.16$ 3,706.77$
2042 1,571.53$ 1,890.75$ 128.59$ -$ 116.45$ 3,707.32$
2043 1,685.68$ 1,780.75$ 120.73$ -$ 118.78$ 3,705.93$
2044 1,816.13$ 1,656.43$ 112.30$ -$ 121.15$ 3,706.01$
2045 1,956.77$ 1,522.49$ 103.22$ -$ 123.58$ 3,706.05$
2046 2,109.64$ 1,378.18$ 93.44$ -$ 126.05$ 3,707.30$
2047 2,272.71$ 1,222.59$ 82.89$ -$ 128.57$ 3,706.75$
2048 2,450.04$ 1,054.98$ 71.52$ -$ 131.14$ 3,707.68$
2049 2,639.60$ 874.29$ 59.27$ -$ 133.76$ 3,706.92$
2050 2,845.47$ 679.62$ 46.08$ -$ 136.44$ 3,707.60$
2051 3,065.60$ 469.76$ 31.85$ -$ 139.17$ 3,706.38$
2052 3,304.09$ 243.68$ 16.52$ (3,547.76)$ 141.95$ 158.47$
Total 41,465.16$ 58,731.76$ 3,852.11$ (3,547.76)$ 3,161.02$ 103,662.29$
Footnotes:
(1)Interest on the Improvement Area #1 Bonds is calculated at a 7.00%,and 7.375%rate for bonds maturing 2042
and 2052, respectively.
(2)The figures shown above are estimates only and subject to change in Annual Service Plan Updates. Changes in
Annual Collection Costs,reserve fund requirements,interest earnings,or other available offsets could increase or
decrease the amounts shown.
ANACAPRI PUBLIC IMPROVEMENT DISTRICT BUYER DISCLOSURE LOT TYPE 2
NOTICE OF OBLIGATIONS RELATED TO PUBLIC IMPROVEMENT DISTRICT
A person who proposes to sell or otherwise convey real property that is located in a public
improvement district established under Subchapter A, Chapter 372, Local Government Code
(except for public improvement districts described under Section 372.005), or Chapter 382,
Local Government Code, shall first give to the purchaser of the property this written notice,
signed by the seller.
For the purposes of this notice, a contract for the purchase and sale of real property having a
performance period of less than six months is considered a sale requiring the notice set forth below.
This notice requirement does not apply to a transfer:
1) under a court order or foreclosure sale;
2) by a trustee in bankruptcy;
3) to a mortgagee by a mortgagor or successor in interest or to a beneficiary
of a deed of trust by a trustor or successor in interest;
4) by a mortgagee or a beneficiary under a deed of trust who has acquired the
land at a sale conducted under a power of sale under a deed of trust or a sale
under a court-ordered foreclosure or has acquired the land by a deed in lieu of
foreclosure;
5) by a fiduciary in the course of the administration of a decedent's
estate, guardianship, conservatorship, or trust;
6) from one co-owner to another co-owner of an undivided interest in the
real property;
7) to a spouse or a person in the lineal line of consanguinity of the seller;
8) to or from a governmental entity; or
9) of only a mineral interest, leasehold interest, or security interest
The following notice shall be given to a prospective purchaser before the execution of a binding
contract of purchase and sale, either separately or as an addendum or paragraph of a purchase
contract. In the event a contract of purchase and sale is entered into without the seller having
provided the required notice, the purchaser, subject to certain exceptions, is entitled to terminate
the contract.
A separate copy of this notice shall be executed by the seller and the purchaser and must be
filed in the real property records of the county in which the property is located at the closing of
the purchase and sale of the property.
AFTER RECORDING 1 RETURN TO:
____________________
____________________
____________________
____________________
____________________
NOTICE OF OBLIGATION TO PAY IMPROVEMENT DISTRICT ASSESSMENT TO
CITY OF ANNA, TEXAS
CONCERNING THE FOLLOWING PROPERTY
__________________________________________
PROPERTY ADDRESS
LOT TYPE 2 PRINCIPAL ASSESSMENT: $46,286.69
As the purchaser of the real property described above, you are obligated to pay
assessments to the City of Anna, Texas, for the costs of a portion of a public improvement or
services project (the "Authorized Improvements") undertaken for the benefit of the property
within AnaCapri Public Improvement District (the "District") created under Subchapter A,
Chapter 372, Local Government Code.
AN ASSESSMENT HAS BEEN LEVIED AGAINST YOUR PROPERTY FOR THE
AUTHORIZED IMPROVEMENTS, WHICH MAY BE PAID IN FULL AT ANY TIME. IF
THE ASSESSMENT IS NOT PAID IN FULL, IT WILL BE DUE AND PAYABLE IN
ANNUAL INSTALLMENTS THAT WILL VARY FROM YEAR TO YEAR DEPENDING
ON THE AMOUNT OF INTEREST PAID, COLLECTION COSTS, ADMINISTRATIVE
COSTS, AND DELINQUENCY COSTS.
The exact amount of the assessment may be obtained from the City of Anna. The exact
amount of each annual installment will be approved each year by the Anna City Council in the
annual service plan update for the district. More information about the assessments, including
the amounts and due dates, may be obtained from the City of Anna.
Your failure to pay any assessment or any annual installment may result in penalties and
interest being added to what you owe or in a lien on and the foreclosure of your property.
1 To be included in separate copy of the notice required by Section 5.014 3, Tex. Prop. Code, to be executed at the
closing of the purchase and sale and to be recorded in the deed records of Collin County when updating for the Current
Information of Obligation to Pay Improvement District Assessment.
Signature Page to Initial Notice
of Obligation to Pay Improvement District Assessment
[The undersigned purchaser acknowledges receipt of this notice before the effective date of
a binding contract for the purchase of the real property at the address described above.
DATE: DATE:
SIGNATURE OF PURCHASER SIGNATURE OF PURCHASER
The undersigned seller acknowledges providing this notice to the potential purchaser before
the effective date of a binding contract for the purchase of the real property at the address described
above.
DATE: DATE:
SIGNATURE OF SELLER SIGNATURE OF SELLER]2
2 To be included in copy of the notice required by Section 5.014, Tex. Prop. Code, to be executed by seller in accordance
with Section 5.014(a-1), Tex. Prop. Code.
Purchaser Signature Page to Final Notice with Current Information
of Obligation to Pay Improvement District Assessment
[The undersigned purchaser acknowledges receipt of this notice before the effective date of
a binding contract for the purchase of the real property at the address described above. The
undersigned purchaser acknowledged the receipt of this notice including the current information
required by Section 5.0143, Texas Property Code, as amended.
DATE: DATE:
SIGNATURE OF PURCHASER SIGNATURE OF PURCHASER
STATE OF TEXAS §
§
COUNTY OF COLLIN §
The foregoing instrument was acknowledged before me by ______________________ and
____________________ , known to me to be the person(s) whose name(s) is/are subscribed to the
foregoing instrument, and acknowledged to me that he or she executed the same for the purposes
therein expressed.
Given under my hand and seal of office on this _________________, 20__.
Notary Public, State of Texas]3
3 To be included in separate copy of the notice required by Section 5.0143, Tex. Prop. Code, to be executed at the
closing of the purchase and sale and to be recorded in the deed records of Collin County.
Seller Signature Page to Final Notice with Current Information
of Obligation to Pay Improvement District Assessment
[The undersigned seller acknowledges providing a separate copy of the notice required by
Section 5.014 of the Texas Property Code including the current information required by Section
5.0143, Texas Property Code, as amended, at the closing of the purchase of the real property at the
address above.
DATE: DATE:
SIGNATURE OF SELLER SIGNATURE OF SELLER
STATE OF TEXAS §
§
COUNTY OF COLLIN §
The foregoing instrument was acknowledged before me by ______________________ and
____________________ , known to me to be the person(s) whose name(s) is/are subscribed to the
foregoing instrument, and acknowledged to me that he or she executed the same for the purposes
therein expressed.
Given under my hand and seal of office on this _________________, 20__.
Notary Public, State of Texas]4
4 To be included in separate copy of the notice required by Section 5.0143, Tex. Prop. Code, to be executed at the closing
of the purchase and sale and to be recorded in the deed records of Collin County.
Annual Installment Schedule to Notice
of Obligation to Pay Improvement District Assessment
ANNUAL INSTALLMENTS – LOT TYPE 2
Annual Installment
Due 1/31 Principal Interest1
Additional
Interest
Reserve
Fund
Annual Collection
Costs
Annual
Installment2
2024 805.46$ 2,923.50$ -$ -$ 89.01$ 3,817.97$
2025 532.42$ 3,284.76$ 227.41$ -$ 92.83$ 4,137.42$
2026 571.10$ 3,247.49$ 224.74$ -$ 94.69$ 4,138.03$
2027 612.06$ 3,207.51$ 221.89$ -$ 96.58$ 4,138.05$
2028 655.29$ 3,164.67$ 218.83$ -$ 98.51$ 4,137.30$
2029 703.07$ 3,118.80$ 215.55$ -$ 100.49$ 4,137.91$
2030 753.13$ 3,069.58$ 212.04$ -$ 102.49$ 4,137.24$
2031 807.74$ 3,016.87$ 208.27$ -$ 104.54$ 4,137.42$
2032 866.89$ 2,960.32$ 204.23$ -$ 106.64$ 4,138.09$
2033 930.60$ 2,899.64$ 199.90$ -$ 108.77$ 4,138.91$
2034 996.59$ 2,834.50$ 195.24$ -$ 110.94$ 4,137.27$
2035 1,069.40$ 2,764.74$ 190.26$ -$ 113.16$ 4,137.56$
2036 1,149.03$ 2,689.88$ 184.91$ -$ 115.43$ 4,139.25$
2037 1,230.94$ 2,609.45$ 179.17$ -$ 117.73$ 4,137.30$
2038 1,321.96$ 2,523.28$ 173.01$ -$ 120.09$ 4,138.34$
2039 1,417.52$ 2,430.75$ 166.41$ -$ 122.49$ 4,137.16$
2040 1,522.18$ 2,331.52$ 159.32$ -$ 124.94$ 4,137.96$
2041 1,633.67$ 2,224.97$ 151.71$ -$ 127.44$ 4,137.79$
2042 1,754.27$ 2,110.61$ 143.54$ -$ 129.99$ 4,138.40$
2043 1,881.68$ 1,987.81$ 134.77$ -$ 132.59$ 4,136.85$
2044 2,027.30$ 1,849.04$ 125.36$ -$ 135.24$ 4,136.94$
2045 2,184.30$ 1,699.52$ 115.22$ -$ 137.94$ 4,136.99$
2046 2,354.95$ 1,538.43$ 104.30$ -$ 140.70$ 4,138.38$
2047 2,536.97$ 1,364.75$ 92.53$ -$ 143.52$ 4,137.77$
2048 2,734.93$ 1,177.65$ 79.84$ -$ 146.39$ 4,138.81$
2049 2,946.53$ 975.95$ 66.17$ -$ 149.32$ 4,137.96$
2050 3,176.34$ 758.64$ 51.43$ -$ 152.30$ 4,138.72$
2051 3,422.07$ 524.39$ 35.55$ -$ 155.35$ 4,137.36$
2052 3,688.28$ 272.01$ 18.44$ (3,960.29)$ 158.45$ 176.90$
Total 46,286.69$ 65,561.03$ 4,300.03$ (3,960.29)$ 3,528.58$ 115,716.04$
Footnotes:
(1)Interest on the Improvement Area #1 Bonds is calculated at a 7.00%,and 7.375%rate for bonds maturing
2042 and 2052, respectively.
(2)The figures shown above are estimates only and subject to change in Annual Service Plan Updates. Changes
in Annual Collection Costs,reserve fund requirements,interest earnings,or other available offsets could
increase or decrease the amounts shown.
ANACAPRI PUBLIC IMPROVEMENT DISTRICT BUYER DISCLOSURE IMPROVEMENT
AREA #2A – INITIAL PARCEL
NOTICE OF OBLIGATIONS RELATED TO PUBLIC IMPROVEMENT DISTRICT
A person who proposes to sell or otherwise convey real property that is located in a public
improvement district established under Subchapter A, Chapter 372, Local Government Code
(except for public improvement districts described under Section 372.005), or Chapter 382,
Local Government Code, shall first give to the purchaser of the property this written notice,
signed by the seller.
For the purposes of this notice, a contract for the purchase and sale of real property having a
performance period of less than six months is considered a sale requiring the notice set forth below.
This notice requirement does not apply to a transfer:
1) under a court order or foreclosure sale;
2) by a trustee in bankruptcy;
3) to a mortgagee by a mortgagor or successor in interest or to a beneficiary
of a deed of trust by a trustor or successor in interest;
4) by a mortgagee or a beneficiary under a deed of trust who has acquired the
land at a sale conducted under a power of sale under a deed of trust or a sale
under a court-ordered foreclosure or has acquired the land by a deed in lieu of
foreclosure;
5) by a fiduciary in the course of the administration of a decedent's
estate, guardianship, conservatorship, or trust;
6) from one co-owner to another co-owner of an undivided interest in the
real property;
7) to a spouse or a person in the lineal line of consanguinity of the seller;
8) to or from a governmental entity; or
9) of only a mineral interest, leasehold interest, or security interest
The following notice shall be given to a prospective purchaser before the execution of a binding
contract of purchase and sale, either separately or as an addendum or paragraph of a purchase
contract. In the event a contract of purchase and sale is entered into without the seller having
provided the required notice, the purchaser, subject to certain exceptions, is entitled to terminate
the contract.
A separate copy of this notice shall be executed by the seller and the purchaser and must be
filed in the real property records of the county in which the property is located at the closing of
the purchase and sale of the property.
AFTER RECORDING 1 RETURN TO:
____________________
____________________
____________________
____________________
____________________
NOTICE OF OBLIGATION TO PAY IMPROVEMENT DISTRICT ASSESSMENT TO
CITY OF ANNA, TEXAS
CONCERNING THE FOLLOWING PROPERTY
__________________________________________
PROPERTY ADDRESS
IMPROVEMENT AREA #2A INITIAL PARCEL PRINCIPAL ASSESSMENT:
$10,136,000.00
As the purchaser of the real property described above, you are obligated to pay
assessments to the City of Anna, Texas, for the costs of a portion of a public improvement or
services project (the "Authorized Improvements") undertaken for the benefit of the property
within AnaCapri Public Improvement District (the "District") created under Subchapter A,
Chapter 372, Local Government Code.
AN ASSESSMENT HAS BEEN LEVIED AGAINST YOUR PROPERTY FOR THE
AUTHORIZED IMPROVEMENTS, WHICH MAY BE PAID IN FULL AT ANY TIME. IF
THE ASSESSMENT IS NOT PAID IN FULL, IT WILL BE DUE AND PAYABLE IN
ANNUAL INSTALLMENTS THAT WILL VARY FROM YEAR TO YEAR DEPENDING
ON THE AMOUNT OF INTEREST PAID, COLLECTION COSTS, ADMINISTRATIVE
COSTS, AND DELINQUENCY COSTS.
The exact amount of the assessment may be obtained from the City of Anna. The exact
amount of each annual installment will be approved each year by the Anna City Council in the
annual service plan update for the district. More information about the assessments, including
the amounts and due dates, may be obtained from the City of Anna.
Your failure to pay any assessment or any annual installment may result in penalties and
interest being added to what you owe or in a lien on and the foreclosure of your property.
1 To be included in separate copy of the notice required by Section 5.0143, Tex. Prop. Code, to be executed at the
closing of the purchase and sale and to be recorded in the deed records of Collin County when updating for the Current
Information of Obligation to Pay Improvement District Assessment.
Signature Page to Initial Notice
of Obligation to Pay Improvement District Assessment
[The undersigned purchaser acknowledges receipt of this notice before the effective date of
a binding contract for the purchase of the real property at the address described above.
DATE: DATE:
SIGNATURE OF PURCHASER SIGNATURE OF PURCHASER
The undersigned seller acknowledges providing this notice to the potential purchaser before
the effective date of a binding contract for the purchase of the real property at the address described
above.
DATE: DATE:
SIGNATURE OF SELLER SIGNATURE OF SELLER]2
2 To be included in copy of the notice required by Section 5.014, Tex. Prop. Code, to be executed by seller in accordance
with Section 5.014(a-1), Tex. Prop. Code.
Purchaser Signature Page to Final Notice with Current Information
of Obligation to Pay Improvement District Assessment
[The undersigned purchaser acknowledges receipt of this notice before the effective date of
a binding contract for the purchase of the real property at the address described above. The
undersigned purchaser acknowledged the receipt of this notice including the current information
required by Section 5.0143, Texas Property Code, as amended.
DATE: DATE:
SIGNATURE OF PURCHASER SIGNATURE OF PURCHASER
STATE OF TEXAS §
§
COUNTY OF COLLIN §
The foregoing instrument was acknowledged before me by ______________________ and
____________________ , known to me to be the person(s) whose name(s) is/are subscribed to the
foregoing instrument, and acknowledged to me that he or she executed the same for the purposes
therein expressed.
Given under my hand and seal of office on this _________________, 20__.
Notary Public, State of Texas]3
3 To be included in separate copy of the notice required by Section 5.0143, Tex. Prop. Code, to be executed at the
closing of the purchase and sale and to be recorded in the deed records of Collin County.
Seller Signature Page to Final Notice with Current Information
of Obligation to Pay Improvement District Assessment
[The undersigned seller acknowledges providing a separate copy of the notice required by
Section 5.014 of the Texas Property Code including the current information required by Section
5.0143, Texas Property Code, as amended, at the closing of the purchase of the real property at the
address above.
DATE: DATE:
SIGNATURE OF SELLER SIGNATURE OF SELLER
STATE OF TEXAS §
§
COUNTY OF COLLIN §
The foregoing instrument was acknowledged before me by ______________________ and
____________________ , known to me to be the person(s) whose name(s) is/are subscribed to the
foregoing instrument, and acknowledged to me that he or she executed the same for the purposes
therein expressed.
Given under my hand and seal of office on this _________________, 20__.
Notary Public, State of Texas]4
4 To be included in separate copy of the notice required by Section 5.0143, Tex. Prop. Code, to be executed at the closing
of the purchase and sale and to be recorded in the deed records of Collin County.
Annual Installment Schedule to Notice
of Obligation to Pay Improvement District Assessment
ANNUAL INSTALLMENTS – IMPROVEMENT AREA #2A INITIAL PARCEL
Annual Installment
Due 1/31 Principal Interest1
Annual
Collection Costs
Annual
Installment2
2024 107,303.79$ 709,520.00$ 12,008.85$ 828,832.64$
2025 114,815.05$ 702,008.74$ 12,249.03$ 829,072.81$
2026 122,852.10$ 693,971.68$ 12,494.01$ 829,317.79$
2027 131,451.75$ 685,372.03$ 12,743.89$ 829,567.67$
2028 178,055.55$ 571,846.98$ 12,998.77$ 762,901.29$
2029 188,596.44$ 561,306.09$ 13,258.74$ 763,161.27$
2030 199,761.35$ 550,141.18$ 13,523.92$ 763,426.44$
2031 211,587.22$ 538,315.31$ 13,794.39$ 763,696.92$
2032 224,113.18$ 525,789.34$ 14,070.28$ 763,972.81$
2033 237,380.68$ 512,521.84$ 14,351.69$ 764,254.21$
2034 251,433.62$ 498,468.91$ 14,638.72$ 764,541.25$
2035 266,318.49$ 483,584.04$ 14,931.50$ 764,834.02$
2036 282,084.54$ 467,817.98$ 15,230.13$ 765,132.65$
2037 298,783.95$ 451,118.58$ 15,534.73$ 765,437.25$
2038 316,471.96$ 433,430.57$ 15,845.42$ 765,747.95$
2039 335,207.10$ 414,695.43$ 16,162.33$ 766,064.86$
2040 355,051.36$ 394,851.17$ 16,485.58$ 766,388.10$
2041 376,070.40$ 373,832.13$ 16,815.29$ 766,717.82$
2042 398,333.77$ 351,568.76$ 17,151.59$ 767,054.12$
2043 421,915.13$ 327,987.40$ 17,494.63$ 767,397.15$
2044 446,892.50$ 303,010.02$ 17,844.52$ 767,747.05$
2045 473,348.54$ 276,553.99$ 18,201.41$ 768,103.94$
2046 501,370.77$ 248,531.76$ 18,565.44$ 768,467.96$
2047 531,051.92$ 218,850.61$ 18,936.75$ 768,839.27$
2048 562,490.19$ 187,412.33$ 19,315.48$ 769,218.01$
2049 595,789.61$ 154,112.91$ 19,701.79$ 769,604.32$
2050 631,060.36$ 118,842.17$ 20,095.83$ 769,998.35$
2051 668,419.13$ 81,483.39$ 20,497.74$ 770,400.27$
2052 707,989.55$ 41,912.98$ 20,907.70$ 770,810.22$
Total 10,136,000.00$ 11,878,858.30$ 465,850.13$ 22,480,708.43$
Footnotes:
1)Interest is calculated at 7.00%for years 1-5,which is not higher than 5%above the Bond
Buyer Index of 3.92%dated 09/01/2022,as allowed by the PID Act.Interest is calculated at
5.92%each year thereafter,which is 2%above the Bond Buyer Index of 3.92%dated
09/01/2022, as allowed by the PID Act.
2)The figures shown above are estimates only and subject to change in Annual Service Plan
Updates. Changes in Annual Collection Costs,reserve fund requirements, interest earnings,or
other available offsets could increase or decrease the amounts shown.
ANACAPRI PUBLIC IMPROVEMENT DISTRICT BUYER DISCLOSURE LOT TYPE 3
NOTICE OF OBLIGATIONS RELATED TO PUBLIC IMPROVEMENT DISTRICT
A person who proposes to sell or otherwise convey real property that is located in a public
improvement district established under Subchapter A, Chapter 372, Local Government Code
(except for public improvement districts described under Section 372.005), or Chapter 382,
Local Government Code, shall first give to the purchaser of the property this written notice,
signed by the seller.
For the purposes of this notice, a contract for the purchase and sale of real property having a
performance period of less than six months is considered a sale requiring the notice set forth below.
This notice requirement does not apply to a transfer:
1) under a court order or foreclosure sale;
2) by a trustee in bankruptcy;
3) to a mortgagee by a mortgagor or successor in interest or to a beneficiary
of a deed of trust by a trustor or successor in interest;
4) by a mortgagee or a beneficiary under a deed of trust who has acquired the
land at a sale conducted under a power of sale under a deed of trust or a sale
under a court-ordered foreclosure or has acquired the land by a deed in lieu of
foreclosure;
5) by a fiduciary in the course of the administration of a decedent's
estate, guardianship, conservatorship, or trust;
6) from one co-owner to another co-owner of an undivided interest in the
real property;
7) to a spouse or a person in the lineal line of consanguinity of the seller;
8) to or from a governmental entity; or
9) of only a mineral interest, leasehold interest, or security interest
The following notice shall be given to a prospective purchaser before the execution of a binding
contract of purchase and sale, either separately or as an addendum or paragraph of a purchase
contract. In the event a contract of purchase and sale is entered into without the seller having
provided the required notice, the purchaser, subject to certain exceptions, is entitled to terminate
the contract.
A separate copy of this notice shall be executed by the seller and the purchaser and must be
filed in the real property records of the county in which the property is located at the closing of
the purchase and sale of the property.
AFTER RECORDING 1 RETURN TO:
____________________
____________________
____________________
____________________
____________________
NOTICE OF OBLIGATION TO PAY IMPROVEMENT DISTRICT ASSESSMENT TO
CITY OF ANNA, TEXAS
CONCERNING THE FOLLOWING PROPERTY
__________________________________________
PROPERTY ADDRESS
LOT TYPE 3 PRINCIPAL ASSESSMENT: $39,909.17
As the purchaser of the real property described above, you are obligated to pay
assessments to the City of Anna, Texas, for the costs of a portion of a public improvement or
services project (the "Authorized Improvements") undertaken for the benefit of the property
within AnaCapri Public Improvement District (the "District") created under Subchapter A,
Chapter 372, Local Government Code.
AN ASSESSMENT HAS BEEN LEVIED AGAINST YOUR PROPERTY FOR THE
AUTHORIZED IMPROVEMENTS, WHICH MAY BE PAID IN FULL AT ANY TIME. IF
THE ASSESSMENT IS NOT PAID IN FULL, IT WILL BE DUE AND PAYABLE IN
ANNUAL INSTALLMENTS THAT WILL VARY FROM YEAR TO YEAR DEPENDING
ON THE AMOUNT OF INTEREST PAID, COLLECTION COSTS, ADMINISTRATIVE
COSTS, AND DELINQUENCY COSTS.
The exact amount of the assessment may be obtained from the City of Anna. The exact
amount of each annual installment will be approved each year by the Anna City Council in the
annual service plan update for the district. More information about the assessments, including
the amounts and due dates, may be obtained from the City of Anna.
Your failure to pay any assessment or any annual installment may result in penalties and
interest being added to what you owe or in a lien on and the foreclosure of your property.
1 To be included in separate copy of the notice required by Section 5.014 3, Tex. Prop. Code, to be executed at the
closing of the purchase and sale and to be recorded in the deed records of Collin County when updating for the Current
Information of Obligation to Pay Improvement District Assessment.
Signature Page to Initial Notice
of Obligation to Pay Improvement District Assessment
[The undersigned purchaser acknowledges receipt of this notice before the effective date of
a binding contract for the purchase of the real property at the address described above.
DATE: DATE:
SIGNATURE OF PURCHASER SIGNATURE OF PURCHASER
The undersigned seller acknowledges providing this notice to the potential purchaser before
the effective date of a binding contract for the purchase of the real property at the address described
above.
DATE: DATE:
SIGNATURE OF SELLER SIGNATURE OF SELLER]2
2 To be included in copy of the notice required by Section 5.014, Tex. Prop. Code, to be executed by seller in accordance
with Section 5.014(a -1), Tex. Prop. Code.
Purchaser Signature Page to Final Notice with Current Information
of Obligation to Pay Improvement District Assessment
[The undersigned purchaser acknowledges receipt of this notice before the effective date of
a binding contract for the purchase of the real property at the address described above. The
undersigned purchaser acknowledged the receipt of this notice including the current information
required by Section 5.0143, Texas Property Code, as amended.
DATE: DATE:
SIGNATURE OF PURCHASER SIGNATURE OF PURCHASER
STATE OF TEXAS §
§
COUNTY OF COLLIN §
The foregoing instrument was acknowledged before me by ______________________ and
____________________ , known to me to be the person(s) whose name(s) is/are subscribed to the
foregoing instrument, and acknowledged to me that he or she executed the same for the purposes
therein expressed.
Given under my hand and seal of office on this _________________, 20__.
Notary Public, State of Texas]3
3 To be included in separate copy of the notice required by Section 5.0143, Tex. Prop. Code, to be executed at the
closing of the purchase and sale and to be recorded in the deed records of Collin County.
Seller Signature Page to Final Notice with Current Information
of Obligation to Pay Improvement District Assessment
[The undersigned seller acknowledges providing a separate copy of the notice required by
Section 5.014 of the Texas Property Code including the current information required by Section
5.0143, Texas Property Code, as amended, at the closing of the purchase of the real property at the
address above.
DATE: DATE:
SIGNATURE OF SELLER SIGNATURE OF SELLER
STATE OF TEXAS §
§
COUNTY OF COLLIN §
The foregoing instrument was acknowledged before me by ______________________ and
____________________ , known to me to be the person(s) whose name(s) is/are subscribed to the
foregoing instrument, and acknowledged to me that he or she executed the same for the purposes
therein expressed.
Given under my hand and seal of office on this _________________, 20__.
Notary Public, State of Texas]4
4 To be included in separate copy of the notice required by Section 5.0143, Tex. Prop. Code, to be executed at the closing
of the purchase and sale and to be recorded in the deed records of Collin County.
Annual Installment Schedule to Notice
of Obligation to Pay Improvement District Assessment
ANNUAL INSTALLMENTS – LOT TYPE 3
Annual Installment
Due 1/31 Principal Interest1
Annual Collection
Costs
Annual
Installment2
2024 422.49$ 2,793.64$ 47.28$ 3,263.42$
2025 452.07$ 2,764.07$ 48.23$ 3,264.37$
2026 483.71$ 2,732.42$ 49.19$ 3,265.33$
2027 517.57$ 2,698.56$ 50.18$ 3,266.31$
2028 701.07$ 2,251.57$ 51.18$ 3,003.82$
2029 742.57$ 2,210.07$ 52.20$ 3,004.85$
2030 786.53$ 2,166.11$ 53.25$ 3,005.89$
2031 833.10$ 2,119.55$ 54.31$ 3,006.96$
2032 882.42$ 2,070.23$ 55.40$ 3,008.04$
2033 934.66$ 2,017.99$ 56.51$ 3,009.15$
2034 989.99$ 1,962.66$ 57.64$ 3,010.28$
2035 1,048.59$ 1,904.05$ 58.79$ 3,011.43$
2036 1,110.67$ 1,841.97$ 59.97$ 3,012.61$
2037 1,176.42$ 1,776.22$ 61.17$ 3,013.81$
2038 1,246.07$ 1,706.58$ 62.39$ 3,015.03$
2039 1,319.83$ 1,632.81$ 63.64$ 3,016.28$
2040 1,397.97$ 1,554.67$ 64.91$ 3,017.55$
2041 1,480.73$ 1,471.91$ 66.21$ 3,018.85$
2042 1,568.39$ 1,384.26$ 67.53$ 3,020.17$
2043 1,661.24$ 1,291.41$ 68.88$ 3,021.53$
2044 1,759.58$ 1,193.06$ 70.26$ 3,022.90$
2045 1,863.75$ 1,088.89$ 71.67$ 3,024.31$
2046 1,974.08$ 978.56$ 73.10$ 3,025.74$
2047 2,090.95$ 861.70$ 74.56$ 3,027.20$
2048 2,214.73$ 737.91$ 76.05$ 3,028.69$
2049 2,345.84$ 606.80$ 77.57$ 3,030.22$
2050 2,484.72$ 467.93$ 79.12$ 3,031.77$
2051 2,631.81$ 320.83$ 80.71$ 3,033.35$
2052 2,787.62$ 165.03$ 82.32$ 3,034.96$
Total 39,909.17$ 46,771.44$ 1,834.22$ 88,514.83$
Footnotes:
1)Interest is calculated at 7.00%for years 1-5,which is not higher than 5%above the
Bond Buyer Index of 3.92%dated 09/01/2022,as allowed by the PID Act.Interest is
calculated at 5.92%each year thereafter,which is 2%above the Bond Buyer Index of
3.92% dated 09/01/2022, as allowed by the PID Act.
2)The figures shown above are estimates only and subject to change in Annual
Service Plan Updates. Changes in Annual Collection Costs,reserve fund requirements,
interest earnings,or other available offsets could increase or decrease the amounts
shown.
ANACAPRI PUBLIC IMPROVEMENT DISTRICT BUYER DISCLOSURE LOT TYPE 4
NOTICE OF OBLIGATIONS RELATED TO PUBLIC IMPROVEMENT DISTRICT
A person who proposes to sell or otherwise convey real property that is located in a public
improvement district established under Subchapter A, Chapter 372, Local Government Code
(except for public improvement districts described under Section 372.005), or Chapter 382,
Local Government Code, shall first give to the purchaser of the property this written notice,
signed by the seller.
For the purposes of this notice, a contract for the purchase and sale of real property having a
performance period of less than six months is considered a sale requiring the notice set forth below.
This notice requirement does not apply to a transfer:
1) under a court order or foreclosure sale;
2) by a trustee in bankruptcy;
3) to a mortgagee by a mortgagor or successor in interest or to a beneficiary
of a deed of trust by a trustor or successor in interest;
4) by a mortgagee or a beneficiary under a deed of trust who has acquired the
land at a sale conducted under a power of sale under a deed of trust or a sale
under a court-ordered foreclosure or has acquired the land by a deed in lieu of
foreclosure;
5) by a fiduciary in the course of the administration of a decedent's
estate, guardianship, conservatorship, or trust;
6) from one co-owner to another co-owner of an undivided interest in the
real property;
7) to a spouse or a person in the lineal line of consanguinity of the seller;
8) to or from a governmental entity; or
9) of only a mineral interest, leasehold interest, or security interest
The following notice shall be given to a prospective purchaser before the execution of a binding
contract of purchase and sale, either separately or as an addendum or paragraph of a purchase
contract. In the event a contract of purchase and sale is entered into without the seller having
provided the required notice, the purchaser, subject to certain exceptions, is entitled to terminate
the contract.
A separate copy of this notice shall be executed by the seller and the purchaser and must be
filed in the real property records of the county in which the property is located at the closing of
the purchase and sale of the property.
AFTER RECORDING 1 RETURN TO:
____________________
____________________
____________________
____________________
____________________
NOTICE OF OBLIGATION TO PAY IMPROVEMENT DISTRICT ASSESSMENT TO
CITY OF ANNA, TEXAS
CONCERNING THE FOLLOWING PROPERTY
__________________________________________
PROPERTY ADDRESS
LOT TYPE 4 PRINCIPAL ASSESSMENT: $44,549.77
As the purchaser of the real property described above, you are obligated to pay
assessments to the City of Anna, Texas, for the costs of a portion of a public improvement or
services project (the "Authorized Improvements") undertaken for the benefit of the property
within AnaCapri Public Improvement District (the "District") created under Subchapter A,
Chapter 372, Local Government Code.
AN ASSESSMENT HAS BEEN LEVIED AGAINST YOUR PROPERTY FOR THE
AUTHORIZED IMPROVEMENTS, WHICH MAY BE PAID IN FULL AT ANY TIME. IF
THE ASSESSMENT IS NOT PAID IN FULL, IT WILL BE DUE AND PAYABLE IN
ANNUAL INSTALLMENTS THAT WILL VARY FROM YEAR TO YEAR DEPENDING
ON THE AMOUNT OF INTEREST PAID, COLLECTION COSTS, ADMINISTRATIVE
COSTS, AND DELINQUENCY COSTS.
The exact amount of the assessment may be obtained from the City of Anna. The exact
amount of each annual installment will be approved each year by the Anna City Council in the
annual service plan update for the district. More information about the assessments, including
the amounts and due dates, may be obtained from the City of Anna.
Your failure to pay any assessment or any annual installment may result in penalties and
interest being added to what you owe or in a lien on and the foreclosure of your property.
1 To be included in separate copy of the notice required by Section 5.0143, Tex. Prop. Code, to be executed at the
closing of the purchase and sale and to be recorded in the deed records of Collin County when updating for the Current
Information of Obligation to Pay Improvement District Assessment.
Signature Page to Initial Notice
of Obligation to Pay Improvement District Assessment
[The undersigned purchaser acknowledges receipt of this notice before the effective date of
a binding contract for the purchase of the real property at the address described above.
DATE: DATE:
SIGNATURE OF PURCHASER SIGNATURE OF PURCHASER
The undersigned seller acknowledges providing this notice to the potential purchaser before
the effective date of a binding contract for the purchase of the real property at the address described
above.
DATE: DATE:
SIGNATURE OF SELLER SIGNATURE OF SELLER]2
2 To be included in copy of the notice required by Section 5.014, Tex. Prop. Code, to be executed by seller in accordance
with Section 5.014(a-1), Tex. Prop. Code.
Purchaser Signature Page to Final Notice with Current Information
of Obligation to Pay Improvement District Assessment
[The undersigned purchaser acknowledges receipt of this notice before the effective date of
a binding contract for the purchase of the real property at the address described above. The
undersigned purchaser acknowledged the receipt of this notice including the current information
required by Section 5.0143, Texas Property Code, as amended.
DATE: DATE:
SIGNATURE OF PURCHASER SIGNATURE OF PURCHASER
STATE OF TEXAS §
§
COUNTY OF COLLIN §
The foregoing instrument was acknowledged before me by ______________________ and
____________________ , known to me to be the person(s) whose name(s) is/are subscribed to the
foregoing instrument, and acknowledged to me that he or she executed the same for the purposes
therein expressed.
Given under my hand and seal of office on this _________________, 20__.
Notary Public, State of Texas]3
3 To be included in separate copy of the notice required by Section 5.0143, Tex. Prop. Code, to be executed at the
closing of the purchase and sale and to be recorded in the deed records of Collin County.
Seller Signature Page to Final Notice with Current Information
of Obligation to Pay Improvement District Assessment
[The undersigned seller acknowledges providing a separate copy of the notice required by
Section 5.014 of the Texas Property Code including the current information required by Section
5.0143, Texas Property Code, as amended, at the closing of the purchase of the real property at the
address above.
DATE: DATE:
SIGNATURE OF SELLER SIGNATURE OF SELLER
STATE OF TEXAS §
§
COUNTY OF COLLIN §
The foregoing instrument was acknowledged before me by ______________________ and
____________________ , known to me to be the person(s) whose name(s) is/are subscribed to the
foregoing instrument, and acknowledged to me that he or she executed the same for the purposes
therein expressed.
Given under my hand and seal of office on this _________________, 20__.
Notary Public, State of Texas]4
4 To be included in separate copy of the notice required by Section 5.0143, Tex. Prop. Code, to be executed at the closing
of the purchase and sale and to be recorded in the deed records of Collin County.
Annual Installment Schedule to Notice
of Obligation to Pay Improvement District Assessment
ANNUAL INSTALLMENTS – LOT TYPE 4
Annual Installment
Due 1/31 Principal Interest1
Annual Collection
Costs
Annual
Installment2
2024 471.62$ 3,118.48$ 52.78$ 3,642.89$
2025 504.64$ 3,085.47$ 53.84$ 3,643.94$
2026 539.96$ 3,050.15$ 54.91$ 3,645.02$
2027 577.76$ 3,012.35$ 56.01$ 3,646.12$
2028 782.59$ 2,513.38$ 57.13$ 3,353.11$
2029 828.92$ 2,467.05$ 58.27$ 3,354.25$
2030 877.99$ 2,417.98$ 59.44$ 3,355.41$
2031 929.97$ 2,366.00$ 60.63$ 3,356.60$
2032 985.02$ 2,310.95$ 61.84$ 3,357.81$
2033 1,043.34$ 2,252.64$ 63.08$ 3,359.05$
2034 1,105.10$ 2,190.87$ 64.34$ 3,360.31$
2035 1,170.52$ 2,125.45$ 65.63$ 3,361.60$
2036 1,239.82$ 2,056.15$ 66.94$ 3,362.91$
2037 1,313.22$ 1,982.76$ 68.28$ 3,364.25$
2038 1,390.96$ 1,905.01$ 69.64$ 3,365.62$
2039 1,473.30$ 1,822.67$ 71.04$ 3,367.01$
2040 1,560.52$ 1,735.45$ 72.46$ 3,368.43$
2041 1,652.91$ 1,643.07$ 73.91$ 3,369.88$
2042 1,750.76$ 1,545.22$ 75.38$ 3,371.36$
2043 1,854.40$ 1,441.57$ 76.89$ 3,372.87$
2044 1,964.18$ 1,331.79$ 78.43$ 3,374.40$
2045 2,080.46$ 1,215.51$ 80.00$ 3,375.97$
2046 2,203.63$ 1,092.35$ 81.60$ 3,377.57$
2047 2,334.08$ 961.89$ 83.23$ 3,379.20$
2048 2,472.26$ 823.72$ 84.90$ 3,380.87$
2049 2,618.62$ 677.36$ 86.59$ 3,382.57$
2050 2,773.64$ 522.34$ 88.33$ 3,384.30$
2051 2,937.84$ 358.14$ 90.09$ 3,386.06$
2052 3,111.76$ 184.22$ 91.89$ 3,387.87$
Total 44,549.77$ 52,209.98$ 2,047.51$ 98,807.25$
Footnotes:
1)Interest is calculated at 7.00%for years 1-5,which is not higher than 5%above the
Bond Buyer Index of 3.92%dated 09/01/2022,as allowed by the PID Act.Interest is
calculated at 5.92%each year thereafter,which is 2%above the Bond Buyer Index of
3.92% dated 09/01/2022, as allowed by the PID Act.
2)The figures shown above are estimates only and subject to change in Annual
Service Plan Updates. Changes in Annual Collection Costs,reserve fund requirements,
interest earnings,or other available offsets could increase or decrease the amounts
shown.
Item No. 8.d.
City Council Agenda
Staff Report
Meeting Date: 10/10/2023
Staff Contact:
AGENDA ITEM:
Discuss or deliberate personnel matters (Tex. Gov’t Code §551.074). City Manager.
SUMMARY:
FINANCIAL IMPACT:
BACKGROUND:
STRATEGIC CONNECTIONS:
ATTACHMENTS: