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HomeMy WebLinkAboutRes 2023-12-1578 Amendment to the Impact Fee Reimbursement Agreement- Texas & Starlight Homes, LtdCITY OF ANNA, TEXAS RESOLUTION NO. 20 2 3- 15.4 3 A RESOLUTION OF THE CITY OF ANNA, TEXAS AUTHORIZING THE MAYOR TO EXECUTE AN AMENDMENT TO A WASTEWATER IMPACT FEE REIMBURSEMENT AGREEMENT WITH STARLIGHT HOMES TEXAS, LLC, SAGINAW 106, LTD, AND TFCC COYOTE, LLC, FOR THE DESIGN AND CONSTRUCTION OF PUBLIC SANITARY SEWER SYSTEM IMPROVEMENTS, IN A FORM APPROVED BY THE CITY ATTORNEY; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the Coyote Meadows Lift Station is shown in the Wastewater Master Plan and the 10-year Capital Improvement Plan for the City of Anna, Texas; and, WHEREAS, the City has identified the project as a critical infrastructure project for the City; and, WHEREAS, the City previously entered into a Wastewater Impact Fee Agreement approved by Resolution 2023-04-1418; and, WHEREAS, the City finds the terms included in Amendment 1 to the Wastewater Impact Fee Reimbursement Agreement to be reasonable and acceptable; 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. Authorization of Payment and Funding. That the City Council of the City of Anna hereby authorizes the Mayor to execute Amendment 1 to the Wastewater Impact Fee Reimbursement Agreement. That funding for the project shall come from Wastewater Impact Fees PASSED AND APPROVED by the City Council of the City of Anna, Texas on this /0244- day of ,lQ , 2023. ATTEST: City Secretary, Carrie Land Mayor, Nate Pike Exhibit A (see attached Amendment to the Wastewater Impact Fee Reimbursement Agreement) WHEN RECORDED, RETURN TO: First American Title Company 2109 Summer Lee Drive, Suite J 101 Rockwall, Texas 75032 Attention: Angela Scott NOTICE OF CONFIDENTIALITY RIGHTS; IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STR IKE ANY OF THE FOLLOWING INFORMATION FROM THIS INSTRUMENT BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS. YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. THE STATE OF TEXAS § § KNOW ALL MEN BY THESE PRESENTS: COUNTY OF COLLIN § FIRST AMENDMENT TO WASTEWATER IMPACT FEE REIMBURSEMENT AGREEMENT THIS FIRST AMENDMENT TO WASTEWATER IMPACT FEE REIMBURSEMENT AGREEMENT ("First Amendment"), is entered into as of the _ day of November 2023, by and between the CITY OF ANNA, TEXAS a home -rule municipality in Collin County, Texas (the "City"), STARLIGHT HOMES TEXAS, L.L.C., a Delaware limited liability company, its successors and assigns ("Starlight"), SAGINAW 106, LTD. a Texas limited partnership, its successors and assigns ("Saginaw"), and TFCC COYOTE LLC, a Texas limited liability company ("TFCC"). City, Starlight, Saginaw and TFCC are sometimes referred to herein individually as a "Party" and collectively as the "Parties". A. On May 18, 2023, the Wastewater Impact Fee Reimbursement Agreement dated May 17, 2023, and executed by City, Starlight and Saginaw was recorded as Document No. 2023000054593 in the Official Public Records of Collin County, Texas (the "Original Agreement"). B. On the effective date of the Original Agreement, the Partial Assignment and Assumption of Wastewater Impact Fee Reimbursement Agreement was effective and recorded as Document No. 2023000103849 in the Official Public Records of Collin County, Texas, whereby Starlight partially assigned some of its rights to receive the Starlight Impact Fee Reimbursement under the Original Agreement to TFCC (the "Assignment" and together with the Original Agreement, the "Agreement"). C. The Parties desire to modify certain provisions of the Agreement, and agree to certain other matters as set forth below. The capitalized terms not otherwise defined herein shall have the same meanings as in the Agreement. 4 NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1. Recitals. The Recitals set forth above in this First Amendment are hereby incorporated by reference as if set forth in full in this Paragraph 1. 2. Approvals and CIP Amendment. The City obtained the CIP Amendment and all Approvals required under the Agreement for the commencement of construction of the Public Improvements. City represents and warrants that all requisite actions necessary to authorize and approve the CIP Amendment were taken and approved in accordance with the Agreement and all applicable laws and approved by the City Council. 3. City Obligations. Section 3.3(d)(4) of the Agreement is amended to add the following language at the end of Paragraph (d)(4): "Notwithstanding anything to the contrary contained herein, it is the intent of the Parties that the City's Contribution to Construction Costs will be split among the Developers based on Starlight's Share and Saginaw's Share; however, final Accounting and payment of the Developers' shares will be based on that portion of the final Construction Costs actually advanced by each Developer pursuant to the final Accounting. If the final Accounting shows the total actual Construction Costs are more than the amounts deposited by Starlight and Saginaw pursuant to a separate escrow agreement whereby Starlight deposited $4,258,587 (76%) and Saginaw deposited $1,344,817 (24%), then the party who pays for such additional Construction Costs has the right to collect the proportionate amount (using 76% for Starlight and 24% for Saginaw) of the excess owed by the other party from the City's Contribution before any other dollars of the City's Contribution are dispersed with the remaining funds distributed with Starlight getting 76% and Saginaw getting 24%. (By way of example only, if the final Accounting includes total actual Construction Costs exceeding the $5,603,404 in escrow by $100,000, then Starlight would be responsible for $76,000 and Saginaw would be responsible for $24,000 of such excess costs. If Saginaw pays for all $100,000 of the excess costs, then Saginaw could be eligible to get the first $76,000 of the City's $1,100,000 City Contribution and then the remaining balance of the City's Contribution in the amount of $1,024,000 would be split 76% to Starlight ($778,240) and 24% to Saginaw ($245,760).) 4. Timing of Public Improvement Obligations. Section 3.3(c) of the Agreement is deleted in its entirety and replaced with the following: "(c) Timing of Public Improvement Obligations. Subject to force majeure and the terms of this Agreement, Starlight shall commence construction of the Public Improvements on or before October 1, 2023. For the purposes of this Section, "commence construction of Public Improvements" shall mean for Starlight to select a contractor, hold a pre -construction meeting with the City, and engage in construction activities within the Properties, or within the Rosamond Parkway, County Road 425 corridors. Subject to force majeure and the terms of this 5 Agreement, Starlight shall complete construction of the Public Improvements in a good and workmanlike manner on or before October 1, 2024. 5. Remainder of Agreement. The remaining provisions of the Agreement (including, without limitation, all exhibits and attachments thereto) not otherwise amended by this First Amendment shall remain in full force and effect. 6. Miscellaneous. In the event of any conflict between the meaning of any provision of this First Amendment and any provision of the Agreement, the provisions of this First Amendment shall control. Except as expressly set forth in this First Amendment, the underlying Agreement is hereby ratified and confirmed by the Parties. The Parties acknowledge, understand and agree that although the Agreement is being modified by this First Amendment, all other terms of the Agreement are hereby affirmed and shall remain in full force and effect. [Signatures on following pages] Eel IN WITNESS WHEREOF, the Parties have executed this First Amendment as of the date first set forth above. CITY: CITY OF ANNA, a home -rule muni ' ali in Cot ty, Texas By: Name: Nate Pike Title: Mayor Date:�Q STATE OF TEXAS COUNTY OF COLLIN This instrument was acknowledged before me on this of 4 2023, Nate Pike, Mayor of the City of Anna, a home -rule municipality in Collin County, Texas. r a"�� CARRIE L. LAND g..! ..fie ' Notary Public, State of Texes :•;= Comm. Expires 02-04-2027 Notary ID 11419404 [SEAL] nh t . t✓1 • dn_i_r._r� Notary Public, State of Texts 7 STARLIGHT: STARLIGHT HOMES TEXAS, L.L.C., a Texas limited liability company sy: Name: iI L . ►-rsS Title: c-k • THE STATE OF TEXAS § COUNTY OF DALLAS § This instrument was acknowledged before me on thegL day of .+ i' 24 3 by *}of Starlight Homes Texas, L.L.C., a Texas Limited Liability Compan . Mel Marco My Commission Expires • SII W2027 Notary ID 4282029 Notary Fvub i in-ind for 4 State of Texas 0 c-- A INAW: SAGINAW 106, LTD., a Texas limited partnership By: Windfall Investments, Inc.., a Texas corporation, its general partner By:, Name: 7-60r, kL Pe Title: IF� dyerl t THE STATE OF TEXAS COUNTY OF COLLIN § _ This instrument was acknowledged before me on they- day of 20 , by m c I President of Windfall Investments, Inc., general partner to Saginaw 106, L , on behalf of said entity. Notary Public in and for the State of Texas '", TIN�CHEI_LE LEWIS �`�ti*P'Y• °�'e �' ,r;•' �= Notary Public Stale of Texas Comm Expires 06-16-2025 Nolary ID 125179689 TFCC: TFCC COYOTE LLC, a Texas limited liabilli company By: -9�k Name: Seth Greenspan Title: Vice President TEXAS THE STATE OF VIRGIN ----------- -----AM HARRIS § COUNTY OF 'TCHaVOND ------------ -----AM This instrument was acknowledged before me on the29th day of January 2024 --=I) -b3p,M Seth Greenspan VICE PRESIDENTof TFCC Coyote LLC, a Texas Limited Liability Company, on behalf of said limited liability company. ASNotary Public, State of Texas Notary Public in and the State-o-fVif& ia------------------ AM NOTARY SEAL IIYllllP& //// Abrll Murray ID NUMBER :P 13285140-3 COMMISSION EXPIRES January 5, 2025 It Electronically signed and notarized online using the Proof platform 10 CITY OF ANNA, TEXAS RESOLUTION NO. 24 23- 44 - 1 y 18 A RESOLUTION OF THE CITY OF ANNA, TEXAS AUTHORIZING THE MAYOR TO EXECUTE A WASTEWATER IMPACT FEE REIMBURSEMENT AGREEMENT WITH STARLIGHT HOMES, L.L.C., AND SAGINAW 106, LTD., FOR THE CONSTRUCTION OF PUBLIC SANITARY SEWER IMPROVEMENTS, IN A FORM APPROVED BY THE CITY ATTORNEY; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, Starlight Homes, L.L.C., and Saginaw 106, Ltd. are seeking to develop property near the southeast corner of State Highway 5 and Farm to Market Road 455; and, WHEREAS, a regional sanitary sewer lift station is shown in the Wastewater Master Plan for the City of Anna, Texas to replace the existing sanitary sewer lift station in the Sweetwater Crossing Subdivision; and, WHEREAS, the proposed regional lift station will be constructed within the Saginaw 106, Ltd. property and constructed with the collective development of the Coyote Meadows and Cedar Ridge Estates developments, and will serve the larger area, including existing neighborhoods and future development; and, WHEREAS, the City has identified the regional wastewater lift station as a critical infrastructure project for the City; and, WHEREAS, Starlight Homes, L.L.C., and Saginaw 106, Ltd. collectively agree to provide the design and construction of the identified sanitary sewer improvements in accordance with the City of Anna design standards and regulations, subject to Impact Fee reimbursement from the City of Anna; and, NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ANNA, TEXAS THAT: Article I. Recitals Incorporated The recitals above are incorporated herein as if set forth in full for all purposes. Article II. Authorization of Payment and Funding. Article III. That the City Council of the City of Anna hereby authorizes the City Manager to execute the Wastewater Impact Fee Reimbursement Agreement in a form approved by the City Attorney. That funding for the project shall come from Wastewater Impact Fees. PASSED AND APPROVED by the City Council of the City of Anna, Texas on this I I'L, day of April 2023. ATTEST: APPROVED: rriEQrroF City Secretary, Carrie Land * Ail17a , ayor, Nate Pike 1913 o 23 Acres 281 Acres Exhibit A see following page) After Recording Return to: City of Anna 120 W 7th St, Anna, Tx 75409 WASTEWATER IMPACT FEE REIMBURSEMENT AGREEMENT This Wastewater Impact Fee Reimbursement Agreement (this "Agreement") is entered into by and between the CITY OF ANNA, TEXAS a home -rule municipality in Collin County, Texas the "Q ), and STARLIGHT HOMES TEXAS, L.L.C., a Delaware limited liability company, its successors and assigns ("Starli t '), and SAGINAW 106, LTD. a Texas limited partnership, its successors and assigns ("Saginaw 'and together with Starlight, collectively sometimes referred to herein as "Developers" and individually as "Developer"), to be effective on the Effective Date. SECTION 1 RECITALS WHEREAS, certain terms used in these recitals are defined in Section 2; and WHEREAS, the City is a home -rule municipality of the State of Texas located within Collin County; and WHEREAS, Starlight, Saginaw and the City are sometimes collectively referenced in this Agreement as (the "Parties,") or each individually as (a "Par '); and WHEREAS, as of the date of execution of this Agreement, the Developers own and/or are under contract to purchase two tracts of land totaling approximately 218.21 acres of real property located in the City and described by metes and bounds in Exhibit A-1 and Exhibit A-2, said properties consisting of a 153.64 acre tract to be developed by Starlight (Coyote Meadows) described by metes and bounds in Exhibit A-1 (the "Coyote Meadows Property"), and a 64.57 acre tract owned by Saginaw Holdings, L.L.C. (Cedar Ridge Estates) described by metes and bounds in Exhibit A-2 (the "Cedar Ridge Estates Property" and together with the Coyote Meadows Property, collectively sometimes referred to herein as the "Properties"); and WHEREAS, the Coyote Meadows Property is zoned pursuant to PD Ordinance No. 957- 2022 dated January 25, 2022 and the Cedar Ridge Estates Property is zoned as SF-72 and both Properties shall be developed in accordance with said zoning; and WHEREAS, Starlight desires to proceed with the first phase of development of the Coyote Meadows Property as generally described and/or generally illustrated on the Phase 1 preliminary plat and overall development plan shown in Exhibit B-1 (the "Coyote Meadows Preliminary Plat"), which Coyote Meadows Property totals approximately 731 single-family lots; and WHEREAS, Saginaw desires to proceed with development of the Cedar Ridge Estates Property as generally described and/or generally illustrated on the preliminary plat shown in Exhibit B-2 (the "Cedar Ridge Estates Preliminary Plat"), which Cedar Ridge Estates Property totals approximately 223 single-family lots; and WASTEWATER IMPACT FEE REIMBURSEMENT AGREEMENT PAGE 1 WHEREAS, the Parties intend that the Properties be developed in accordance with Preliminary Plats and the Development Standards agreed to under this Agreement and the Original Development Agreement; and WHEREAS, Developers desire and intend to design, construct and install and/or make financial contributions to certain Public Improvements to serve the Developments as more particularly set forth herein; and WHEREAS, the Parties intend for the design, construction, and installation of the Public Improvements to be completed by Starlight and dedicated to the City for use and maintenance, subject to approval of the plans and inspection and acceptance of the Public Improvements in accordance with this Agreement and the City Regulations; and WHEREAS, Developers shall be solely responsible for the funding and construction of all of the Public Improvements required to serve the Properties except as expressly set forth in this Agreement; and WHEREAS, the Public Improvements include public sanitary sewer improvements identified in the City of Anna Wastewater Master Plan that will serve the Properties and other areas not owned by Developers; and WHEREAS, subject to the terms and conditions of this Agreement, Developers are willing to fund the construction of all of the Public Improvements, and Starlight is willing to construct said improvements, including certain public sanitary sewer improvements that will serve the Properties and provide for additional capacity in excess of what is necessary to serve the Properties the "Oversized Capacity '); and WHEREAS, Developers have estimated that the costs necessary to complete the sanitary sewer Public Improvements are as set forth in the amounts shown in the Opinion of Probable Construction Cost in Exhibit D and that said total cost is estimated to be approximately 5,603,404.00, which includes actual estimated construction costs in the amount of $4,768,660.00 the "Developer Construction Estimate") and contingency in the amount of $834,744.00, and such costs shall be shared amongst the Parties pursuant to the terms hereof; and WHEREAS, subject to the terms and conditions of this Agreement, Developers shall be obligated to complete and construct improvements including public sanitary sewer improvements as set forth in Exhibit E and in accordance with the City Development Standards, this Agreement, and other required approvals; and WHEREAS, to the extent the Total Construction Cost exceeds the amount of $3,908,463, the City desires to share in the cost of the Public Improvements in an amount not exceeding 1,100,000.00 ("City's Contribution to Construction Costs"), representing the City's financial contribution to the construction costs required to build the Public Improvements in accordance with the City of Anna Wastewater Master Plan and to account for the Oversized Capacity needed to serve the surrounding area; and WHEREAS, Developers understand and acknowledge that the obligations undertaken under this Agreement are primarily for the benefit of the Properties; and WASTEWATER IMPACT FEE REMBURSEMENT AGREEMENT PAGE 2 WHEREAS, Developers understand and acknowledge that the Public Improvements to be constructed by Starlight and dedicated to the City under this Agreement will benefit the Developments by positively contributing to the enhanced nature of the Developments, increasing property values within the Properties, and encouraging investment and ultimate development of the Properties; and WHEREAS, Developers understand and acknowledge that their acceptance of this Agreement is not an exaction or a concession demanded by the City; rather, it is an undertaking of Developers' voluntary design to ensure consistency, quality, and adequate public improvements that will benefit the Developments and the Properties, including without limitation Developers' agreement to adhere to the Development Standards; and WHEREAS, the City and Developers understand and acknowledge that the construction of the Public Improvements and related purchasing and contracting under this Agreement are exempt from the competitive sealed bidding procedures of Chapter 252 of the Texas Local Government Code; and WHEREAS, the City recognizes the positive impact the Public Improvements will bring to the City and that said improvements will promote state and local economic development, stimulate business and commercial activity in the City for the development and diversification of the economy of the state, promote the development and expansion of commerce in the state, and reduce unemployment or underemployment in the state and that this agreement is a program under Chapter 380 of the Texas Local Government Code; and WHEREAS, except as otherwise expressly set forth to the contrary in this Agreement, the Parties intend that this Agreement shall supersede that certain Coyote Meadows Development Agreement recorded in the Official Public Records of Collin County, Texas as Document No. 20211203002458070 (as amended and assigned, the "Original Development Agreement') only to the extent that the Original Development Agreement directly conflicts with the terms or intent of this Agreement; and WHEREAS, unless expressly set forth to the contrary in this Agreement, the Parties intend this Agreement to supersede City Regulations and the City of Anna Wastewater Master Plan only to the extent that City Regulations and/or the City of Anna Wastewater Master Plan directly conflict with the terms of this Agreement. NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties hereby agree as follows: SECTION 2 DEFINITIONS Certain terms used in this Agreement are defined in this Section 2. Other terms used in this Agreement are defined in the recitals or in other sections of this Agreement. Unless the context requires otherwise, the following terms shall have the meanings hereinafter set forth: Capital Improvements) shall have the meaning provided in Chapter 395, Texas Local Government Code. WASTEWATER IWACT FEE REMBURSEMENT AGREEMENT PAGE 3 Capital Improvements Plan ("CIP") means all capital improvements plan(s) duly adopted by the City under Chapter 395, Texas Local Government Code, as may be updated or amended from time to time. City means the City of Anna, a home -rule municipality located in Collin County, Texas. City Code means The Anna City Code of Ordinances. City Council means the governing body of the City. City Manager means the current or acting City Manager of the City of Anna or a person designated to act on behalf of that individual if the designation is in writing and signed by the current or acting City Manager. City Regulations means the City's applicable development regulations in effect on the Effective Date, including without limitation City Code provisions, ordinances (including without limitation park dedication fees), design standards (including without limitation pavement thickness), and other policies duly adopted by the City; provided, however, that as it relates to Public Infrastructure for any given phase, the applicable construction standards (including without limitation uniform building codes) shall be those that the City has duly adopted at the time of the filing of an application for a preliminary plat for that phase unless construction of said phase has not commenced within two (2) years of approval of such preliminary plat in which case the construction standards shall be those that the City has duly adopted at the time that construction commences. Construction Costs means any contributions, dedications or costs or fees actually paid for infrastructure improvements, as applicable, including without limitation the costs related to engineering, designing, surveying, permitting, constructing, inspecting, materials, supplies, labor, testing, financing, off -site third -party property/easement acquisitions, and all costs related in any manner to the Public Improvements. Coyote Meadows Property Owner means TFCC Coyote LLC, a Texas limited liability company. Development(s) means (a) individually the Coyote Meadows Property subdivision or the Cedar Ridge Estates Property subdivision, or (b) collectively both subdivisions to be built on the Properties that are the subject of this Agreement. Development Standards mean the design specifications and construction standards permitted or imposed under the City Regulations and, as relates to construction of structures, those standards set forth in that certain Original Development Agreement approved by the City Council of the City of Anna, Texas by Resolution 2021-10-1033. Effective Date means the effective date of this Agreement, which shall be the date upon which all parties have fully executed and delivered this Agreement. Impact Fees means those wastewater impact fees assessed and charged against the Properties in accordance with Chapter 395 of the Texas Local Government Code and as defined WASTEWATER IMPACT FEE REIMBURSEMENT AGREEMENT PAGE 4 therein, including without limitation those impact fees paid by or on behalf of any owner, builder or contractor, or paid directly by a Party. For the avoidance of doubt, the term "Impact Fees" when capitalized in this Agreement shall not include roadway impact fees or water impact fees. Impact Fee Accounts means the interest -bearing deposit accounts maintained by the City pursuant to Section 395.024 of the Texas Local Government Code, as amended. Impact Fee Reimbursement means direct payments from the Impact Fee Accounts to reimburse Public Improvement Costs (which expressly include Construction Costs to the extent such Construction Costs are for the Public Improvements that the City requires Developers to construct pursuant to this Agreement or otherwise). Saginaw's Pro Rata Share of Construction Costs means Saginaw's portion of the engineering, design, and construction of the Public improvements at the time of full and final completion, dedication and acceptance of the Public Improvements, and which cost is anticipated to be $938,031.36. Mayor means the Mayor of the City of Anna. Notice means any notice required or contemplated by this Agreement (or otherwise given in connection with this Agreement). Preliminary Plats means collectively the Coyote Meadows Preliminary Plat and Cedar Ridge Estates Preliminary Plat, both as approved by the City Council for the development of the Properties as depicted in Exhibit B-1 and Exhibit B-2. Public Improvements means the Capital Improvements consisting of the public sanitary sewer infrastructure facilities listed in Section 3.3(a) and in Exhibit D and depicted in Exhibit E, and that will be dedicated to and maintained by the City to be constructed by Starlight. Public Infrastructure means all public water, wastewater/sewer, detention and drainage, roadway, park and trail, and other public infrastructure necessary to serve the Phase 1 development of each of the Properties and/or to be constructed and dedicated to the City by each Developer for its respective Development. Real Properties Records of Collin County means the official land recordings of the Collin County Clerk's Office. Starlight's Pro Rata Share of Construction Costs means Starlight's portion of the engineering, design, and construction of the Public Improvements at the time of full and final completion, dedication and acceptance of the Public Improvements, and which cost is anticipated to be $2,970,432.64. Total Construction Cost means the final total combined cost of the Public Improvements . WASTEWATER IMPACT FEE REMBURSEMENT AGREEMENT PAGE 5 SECTION 3 PUBLIC EUPROVEMENTS 3.1 Construction, Ownership, and Transfer of Public Improvements. a) Contract Specifications. BGE, Inc. shall prepare, or cause the preparation of, and provide the Parties with, contract specifications and necessary related documents for the Public Improvements. b) Construction Standards, Inspections and Fees. Except as otherwise expressly set forth in this Agreement, the Public Improvements shall be constructed and inspected, and all applicable fees, including but not limited to Impact Fees (subject to the terms hereof and any applicable credits or reimbursements), permit fees, and inspection fees, shall be paid by each Developer for its respective Development, in accordance with this Agreement, the City Regulations, and the regulations of any other governing body or entity with jurisdiction over the Public Improvements. c) Contract Letting. The Parties understand that this Agreement and construction of the Public Improvements are legally exempt from competitive bidding requirements. BGE Inc. shall prepare, or cause the preparation of, and provide to the City all contract specifications and necessary related documents, including the contract proposal showing the negotiated total contract price and scope of work, for the construction of any portion of the Public Improvements that have not been awarded. d) Ownership. All of the Public Improvements and Public Infrastructure shall be owned by the City upon acceptance of them by the City. Each Developer agrees to take any action reasonably required by the City to transfer, convey, or otherwise dedicate or ensure the dedication of land, right-of-way, or easements for each Developer's portion of the Public Improvements and Public Infrastructure to the City. 3.2 Operation and Maintenance. a) Upon inspection, approval, and acceptance of the Public Improvements or any portion thereof, the City shall maintain and operate the accepted public infrastructure and provide retail sewer service to the Properties. b) Within each Development, a homeowners association ("HOA") shall maintain and operate all open spaces, all required trails, amenity centers, common areas, landscaping, screening walls, Development signage and any other common improvements or appurtenances within the Properties that are owned by Developers, their successors or assigns, or the HOA, its successors or assigns, and not maintained or operated by the City. 3.3 Public Improvements a) The Public Improvements are shown on Exhibit E and include: WASTEWATER IMPACT FEE REMBURSEMENT AGREEMENT PAGE 6 1) The Regional Sewer Lift Station in substantially the form and in the location shown on Exhibit E (which expressly replaces and/or modifies the Lift Station Improvements under the Original Development Agreement) 2) 950 linear feet of 18" Sanitary Sewer Main in Rosamond Parkway 3) 1,550 linear feet of 18" Sanitary Sewer Main in County Road 425 4) 5,600 linear feet of 16" Sanitary Sewer Force Main connecting to the existing City of Anna Sewer Main along State Highway 5 b) Developers' Obligations. 1) Starlight's Obligations. Subject to (i) the terms of this Agreement and all of the payment and reimbursement obligations of the Parties herein, (ii) the City's timely acquisition of the Approvals, (iii) the City's approval of the CIP Amendment, and (iv) Saginaw granting all necessary access and construction rights to the Cedar Ridge Estates Property necessary to construct the Public Improvements, Starlight shall be responsible for funding Starlight's Pro Rata Share of Construction Costs and to the extent the Total Construction Cost exceeds $3,908,463 the City's Contribution to Construction Costs, and designing, installing, and constructing the Public Improvements identified in Section 3.3(a)(ffl substantially as described in Exhibit E. Starlight shall provide the City and Saginaw with a detailed project account of all costs associated with the Public Improvements, including receipts, invoices, change orders, and bills paid affidavits as required for determining the final cost of each Public Improvement component to determine the Total Construction Costs ("Accounting"). 2) Saginaw's Obligations. Subject to the terms of this Agreement, Saginaw shall be responsible for funding Saginaw's Pro Rata Share of Construction Costs of the Public Improvements as described in Exhibit D and granting all easements, rights -of -way, and access necessary to allow for the design, construction, installation, permanent dedication, and maintenance of any and all Public Improvements to be located on the Cedar Ridge Estates Property. c) Timing of Public Improvement Obligations. Subject to force majeure and the terms of this Agreement, Starlight shall commence construction of the Public Improvements on or before August 1, 2023. For the purposes of this Section, "commence construction of Public Improvements" shall mean for Starlight to select a contractor, hold a pre -construction meeting with the City, and engage in construction activities within the Properties, or within the Rosamond Parkway, County Road 425 corridors. Subject to force majeure and the terms of this Agreement, Starlight shall complete construction of the Public Improvements in a good and workmanlike manner on or before August 1, 2024; provided, however, Starlight shall not be responsible for any delays in the City acquiring the Approvals and/or the CIP Amendment for the Public Improvements as described below and Starlight's deadlines for commencement and completion of construction of the Public Improvements shall be extended by the same duration of any failure of the City to timely acquire any Approvals and/or the CIP Amendment. If on or before August 30, 2023 the City has not obtained the Approvals and the CIP Amendment as required herein, then this Agreement shall automatically terminate and the Parties shall have no further obligations hereunder. WASTEWATER IMPACT FEE REIMBURSEMENT AGREEMENT PAGE 7 r f d) Ci , 's Obligations. 1) On or before July 1, 2023, the City, shall acquire all off -site easements, consents, and rights -of -way, including any approvals from DART, required to construct the Public Improvements (collectively "Approvals"). If City is delayed in its acquisition of the Approvals, Starlight's deadlines shall be extended as set forth in Section 3.3(c). The City may utilize condemnation authority to acquire the necessary easements and right-of-way in accordance with applicable law. If the City fails to obtain the Approvals by July 1, 2023, then City shall give written notice to Developers of such failure by July 7, 2023. City shall provide written notice to Developers within 5 days after City obtains the Approvals. 2) The City agrees that it will take all required actions to amend the City's CIP to include all the Public Improvements and the City's Contribution to Construction Costs ("CIP Amendment") within six (6) months of the Effective Date, including without limitation the City Council's consideration and final action of the same. Developers shall have no responsibility for any costs associated with the CIP Amendment. 3) The City shall pay Saginaw its Impact Fee Reimbursement and Starlight its Impact Fee Reimbursement on a quarterly basis from Impact Fees collected by the City through building permits issued within the respective Developer's Development once the City has accepted the Public Improvements. The Impact Fees collected from the Coyote Meadows Property (the "Coyote Meadows Impact Fees") shall be placed in a separate and clearly identifiable interest -bearing Impact Fee Account for the benefit of Starlight (the "Starlight Account'), and the Impact Fees collected from the Cedar Ridge Estates Property (the "Cedar Ridge Estates Impact Fees") shall be placed in a separate and clearly identifiable interest -bearing Impact Fee Account for the benefit of Saginaw (the "Saginaw Account"). The City shall reimburse (i) Starlight by remitting Starlight's Impact Fee Reimbursement to Starlight from the Starlight Account (the Starlight Reimbursement"), and (ii) Saginaw by remitting Saginaw's Impact Fee Reimbursement to Saginaw from the Saginaw Account (the "Saginaw Reimbursement"). The City shall provide X) Starlight the Starlight Reimbursement and (Y) Saginaw the Saginaw Reimbursement. 4) To the extent the Total Construction Cost exceeds $3,908,463 and Starlight fronted the City's Contribution to Construction Costs for the Construction Costs of the Public Improvements including any requirements to serve properties outside of the Development, the City shall review and approve Starlight's Accounting as it relates to the amount attributed to the City's Contribution to Construction Costs and reimburse Starlight for the City's Contribution to Construction Costs paid by Starlight in an amount not to exceed $1,100,000, it being acknowledged that funding for same shall be from such source or sources as determined by the City, in its discretion (which may or may not include sanitary sewer impact fees). The payment for the City's Contribution to Construction Costs shall be paid to Starlight within ten (10) days after the Public Improvements are completed and accepted by the City. SECTION 4 PAYEE INFORMATION 4.1 With respect to any and every type of payment/remittance due to be paid at any time by the City to Starlight or Saginaw after the Effective Date under this Agreement, the name and delivery address of the payees for such payment shall be: WASTEWATER IMPACT FEE REIlVOURSEIVIENT AGREEMENT PAGE 8 Co Starlight Homes Texas, L.L.C. Attn: Robb Rigby 1800 Valley View Lane, Ste 100 Farmers Branch, Texas 75234 Saginaw Holdings, L.L.C. Attn: Landon Darwin 3045 Lackland Road Fort Wort, Texas 76116 Starlight and Saginaw may change the name of their respective payee and/or respective address set forth above by delivering written notice to the City designating a new payee for such Party. SECTION 5 ADDITIONAL OBLIGATIONS AND AGREEMENTS 5.1 Administration of Construction of Public Infrastructure. Subject to the terms of this Agreement, the Parties agree that Developers will be solely responsible to construct all Public Infrastructure. All public on -site and off -site infrastructure and all other related improvements will be considered a public project and the City will own all such Public Infrastructure upon completion and acceptance. 5.2 Compliance with Development Standards. Developers agree as part of the consideration for this Agreement that all residential structures, amenities, buildings, and any other vertical construction within such Developer's Development shall meet or exceed all Development Standards and City Regulation including without limitation those applicable standards set forth in the Original Development Agreement. It is expressly understood and the Parties agree that City Regulations and Development Standards applicable to the Properties and its use and development include but are not limited to City Code provisions, ordinances, design standards, uniform codes, and other policies duly adopted by the City including without limitation any such regulations or requirements that were affected by the passage of Texas H.B. 2439, 86(R), codified as Chapter 3000 of the Texas Government Code ("Materials and Methods Regulations"); provided, however, to the extent of any conflict between the requirements of Materials and Methods Regulations and the requirements of this Agreement, this Agreement shall control. 5.3 Conflicts. When not in conflict with the terms and conditions of this Agreement, the development of the Properties shall be subject to all applicable City Regulations, including but not limited to the City's subdivision regulations and engineering design standards. In the event of any direct conflict between this Agreement and any other ordinance, rule, regulation, standard, policy, order, guideline, or other City adopted or City enforced requirement, whether existing on the Effective Date or hereinafter adopted, including the Original Development Agreement, this Agreement, including its exhibits, as applicable, shall control. 5.4 Public Infrastructure, Generally. Except as otherwise expressly provided for in this Agreement or other agreements of public record, Developers shall provide all Public Infrastructure necessary to serve the Properties, including streets, utilities, drainage, sidewalks, WASTEWATER IMPACT FEE REIMBURSEMENT AGREEMENT PAGE 9 trails, street lighting, street signage, and all other required improvements, at no cost to the City except as expressly provided in this Agreement and as approved by the City Manager. Developers shall cause the installation of the Public Infrastructure within all applicable time frames in accordance with the City Regulations unless otherwise established in this Agreement. Developers shall provide engineering studies, plan/profile sheets, and other construction documents at the time of platting as required by City Regulations. Such plans shall be approved by the City's Public Works Department prior to approval of a final plat. Construction of any portion of the Public Infrastructure shall not be initiated until a pre -construction conference with a City representative has been held regarding the proposed construction and the City has issued a written notice to proceed. No final plat may be recorded in the Real Properties Records of Collin County until construction of all Public Infrastructure shown thereon shall have been constructed, and thereafter inspected, approved and accepted by the City. 5.5 Maintenance Bonds. For each construction contract for any part of the Public Infrastructure or component thereof on such Developer's portion of the Property, such Developer or Developer's contractor, as applicable, must execute a maintenance bond in accordance with applicable City Regulations that guarantees the costs of any repairs that may become necessary to any part of the construction work performed in connection with such part or component of the Public Infrastructure on such Developer's portion of the Property, arising from defective workmanship or materials used therein, for a full period of two (2) years from the date of final acceptance of the Public Infrastructure constructed under such contract. 5.6 Inspections, Acceptance of Public Infrastructure, and Developers' Remedy. a) Inspections, Generally. The City shall have the right to reasonably inspect, as required by City regulations, the construction of all Public Infrastructure necessary to support the Developments, including water, wastewater/sanitary sewer, drainage, roads, streets, alleys, park facilities, electrical, and street lights and signs. The City's inspections and/or approvals shall not release Developers from their respective responsibility to construct, or cause the construction of, adequate Public Infrastructure on such Developer's portion of the Property in accordance with approved engineering plans, construction plans, and other approved plans related to the development of the Properties. Notwithstanding any provision of this Agreement, it shall not be a breach or violation of this Agreement if the City temporarily withholds City utility services as to a portion of any Development until the applicable Developer owning or developing such Development has met its respective obligations to provide for required Public Infrastructure necessary to serve such portion of its Development according to the approved engineering plans, City Regulations and Development Standards, and until such Public Infrastructure has been dedicated to and accepted by the City, which acceptance shall not be unreasonably withheld, conditioned, or delayed. Notwithstanding the foregoing, the City may not withhold utility services to any portion of the Development if all necessary public infrastructure has been properly constructed and accepted by the City for such portion of the development, even if infrastructure for other portions of the Development have not yet been completed. Notwithstanding anything to the contrary herein, each Developer shall only be responsible for the construction of Public Infrastructure for its respective Development and the failure or breach by one Developer in constructing its applicable portion of Public Infrastructure shall not constitute a failure or breach by the other Developer hereunder. WASTEWATER IMPACT FEE REMBURSEMENT AGREEMENT PAGE 10 b) Ownership. From and after the inspection and acceptance by the City of the Public Infrastructure and any other dedications required under this Agreement, such improvements and dedications shall be owned and maintained by the City. c) Approval of Plats/Plans. Approval by the City, the City's engineer, or other City employee or representative, of any plans, designs, or specifications submitted by Developers pursuant to this Agreement or pursuant to the City Regulations shall not constitute or be deemed to be a release of the responsibility and liability of Developers or any other responsible party for the accuracy and competency of their design and specifications. Further, any such approvals shall not be deemed to be an assumption of such responsibility and liability by the City for any defect in the design and specifications prepared by Developers or any other responsible party, it being the intent of the parties that approval by the City signifies only the City's approval of the general design concept of the improvements to be constructed. 5.7 Insurance. Each Developer or its general contractor(s)for construction of its Public Improvements and the Public Infrastructure shall acquire and maintain, during the period of time when any of the Public Improvements or Public Infrastructure is under construction (and until the full and final completion of the Public Improvements and/or Public Infrastructure, as applicable, and acceptance thereof by the City): (a) workers compensation insurance in the amount required by law; and (b) commercial general liability insurance including personal injury liability, premises operations liability, and contractual liability, covering, but not limited to, the liability assumed under any indemnification provisions of this Agreement, with limits of liability for bodily injury, death and property damage of $1,000,000.00. Each Developer's insurance shall also cover claims which might arise out of its Public Improvements and/or Public Infrastructure construction contracts, as applicable, whether by Developers, a contractor, subcontractor, material man, or otherwise. Coverage must be on a "per occurrence" basis. All such insurance shall: (i) be issued by a carrier which is rated "A- I" or better by A.M. Best's Key Rating Guide and licensed to do business in the State of Texas; and (ii) name the City as an additional insured and contain a waiver of subrogation endorsement in favor of the City. Upon the execution of Public Improvement and/or Public Infrastructure construction contracts, as applicable, such Developer shall provide or cause to be provided to the City certificates of insurance evidencing such insurance coverage, along with the endorsement naming the City as an additional insured. Each such policy shall provide that, at least thirty (30) days, except ten (10) days for non-payment, prior to the cancellation of the same, the City shall receive written notice of such cancellation. 5.8 INDEMNIFICATION and HOLD HARMLESS. EACH DEVELOPER, INCLUDING ITS RESPECTIVE SUCCESSORS AND ASSIGNS, HEREBY COVENANTS AND AGREES TO RELEASE, DEFEND, HOLD HARMLESS, AND INDEMNIFY THE CITY AND ITS OFFICERS, OFFICIALS, AGENTS, REPRESENTATIVES, SERVANTS AND EMPLOYEES (COLLECTIVELY, THE "RELEASED PARTIES"), FROM AND AGAINST ALL THIRD -PARTY CLAIMS. SUITS, JUDGMENTS, DAMAGES, AND DEMANDS TOGETHER, "CLAIMS") AGAINST THE CITY OR ANY OF THE RELEASED PARTIES, WHETHER REAL OR ASSERTED INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEY'S FEES, RELATED EXPENSES, EXPERT WITNESS FEES, CONSULTANT FEES, AND OTHER COSTS, ARISING OUT OF THE NEGLIGENCE OF SUCH DEVELOPER, INCLUDING THE NEGLIGENCE OF ITS RESPECTIVE EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, MATERIAL MEN, AND/OR AGENTS, IN WASTEWATER EMPACT FEE REIMBURSEMENT AGREEMENT PAGE 11 CONNECTION WITH THE DESIGN OR CONSTRUCTION OF ANY PUBLIC INFRASTRUCTURE, STRUCTURES, OR OTHER FACILITIES OR IMPROVEMENTS THAT ARE REQUIRED OR PERMITTED UNDER THIS AGREEMENT; AND IT IS EXPRESSLY UNDERSTOOD THAT SUCH CLAIMS SHALL, EXCEPT AS MODIFIED BELOW, INCLUDE CLAIMS EVEN IF CAUSED BY THE CITY'S OWN CONCURRENT NEGLIGENCE SUBJECT TO THE TERMS OF THIS SECTION. NOTWITHSTANDING THE FOREGOING, EACH DEVELOPER SHALL NOT, HOWEVER, BE REQUIRED TO INDEMNIFY THE CITY AGAINST CLAIMS CAUSED BY THE CITY'S OWN NEGLIGENCE, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. IF THE CITY INCURS CLAIMS THAT ARE CAUSED BY THE CONCURRENT NEGLIGENCE OF A DEVELOPER AND THE CITY, SUCH DEVELOPER'S INDEMNITY OBLIGATION WILL BE LIMITED TO A FRACTION OF THE TOTAL CLAIMS EQUIVALENT TO SUCH DEVELOPER'S OWN PERCENTAGE OF RESPONSIBILITY. EACH DEVELOPER, INCLUDING ITS RESPECTIVE SUCCESSORS AND ASSIGNS, FURTHER COVENANTS AND AGREES TO RELEASE, DEFEND, HOLD HARMLESS, AND INDEMNIFY, THE CITY AGAINST ANY AND ALL CLAIMS BY ANY PERSON CLAIMING AN OWNERSHIP INTEREST IN THE PROPERTIES PRIOR TO THE EFFECTIVE DATE WHO HAS NOT SIGNED THIS AGREEMENT IF SUCH CLAIMS RELATE IN ANY MANNER OR ARISE IN CONNECTION WITH: (1) THE CITY' S RELIANCE UPON DEVELOPERS' REPRESENTATIONS IN THIS AGREEMENT; OR (2) THIS AGREEMENT OR OWNERSHIP OF THE PROPERTIES. NOTWITHSTANDING THIS PROVISION OR ANY OTHER PROVISION OF THIS AGREEMENT, STARLIGHT SHALL NOT BE OBLIGATED TO INDEMNIFY, DEFEND, OR HOLD THE CITY HARMLESS FOR SAGINAW'S ACTS OR OMISSIONS, OR THE ACTS OR OMISSIONS OF SAGINAW'S AGENTS, SERVANTS, CONTRACTORS, SUBCONTRACTORS, MATERIAL MEN, OR EMPLOYEES; AND SAGINAW SHALL NOT BE OBLIGATED TO INDEMNIFY, DEFEND OR HOLD THE CITY HARMLESS FOR STARLIGHT'S ACTS OR OMISSIONS, OR THE ACTS OR OMISSIONS OF STARLIGHT'S AGENTS, SERVANTS, CONTRACTORS, SUBCONTRACTORS, MATERIAL MEN OR EMPLOYEES. THIS SECTION SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT. 5.9 Status of Parties. At no time shall the City have any control over or charge of Developers' (or its contractors') design, construction or installation of any of the Public Infrastructure, nor the means, methods, techniques, sequences or procedures utilized for said design, construction or installation. This Agreement does not create a joint enterprise or venture or employment relationship between the City and Developers. SECTION 6 EVENTS OF DEFAULT; REMEDIES 6.1 Events of Default. No Party shall be in default under this Agreement until notice of the alleged failure of such Party to perform has been given in writing to all Parties (which notice shall set forth in reasonable detail the nature of the alleged failure) and until such Party has been given a reasonable time to cure the alleged failure (such reasonable time to be determined based on the nature of the alleged failure, but in no event less than thirty (30) days or any longer time period to the extent expressly stated in this Agreement as relates to a specific failure to perform) after written notice of the alleged failure has been given except as relates to a type of default for WASTEWATER IMPACT FEE REMBURSEMENT AGREEMENT PAGE 12 which a different time period is expressly set forth in this Agreement. Notwithstanding the foregoing, (a) no Party shall be in default under this Agreement if, within the applicable cure period, the Party to whom the notice was given begins performance and thereafter diligently and continuously pursues performance until the alleged failure has been cured; and (b) a Party shall be in default of its obligation to make any payment required under this Agreement if such payment is not made within twenty (20) Business Days after it is due. 6.2 Remedies. Except as otherwise set forth in this Agreement, as compensation for another party's default, an aggrieved Party may seek specific performance of the other parry's obligations under this Agreement. Notwithstanding the foregoing, however, no default under this Agreement shall: (a) entitle the City to terminate this Agreement or to suspend performance under this Agreement (except as otherwise expressly set forth in this Agreement); or (b) adversely affect or impair the current or future obligations of the City to provide water, sewer and other Municipal Services to the Properties in accordance with applicable law. Notwithstanding the foregoing or any other provision of this Agreement, the city may withhold City utility services as to any portion of a Development until all Public Improvements necessary to serve such portion of the Development is properly constructed according to the approved engineering plans and City Regulations, and until such Public Improvement has been dedicated to and accepted by the City, which acceptance shall not be unreasonably withheld, conditioned or delayed. SECTION 7 ASSIGNMENT: ENCUMBRANCE 7.1 Asiigment. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the Parties and signatories hereto. Each Party may freely assign, in whole or in part, its respective obligations, requirements, or covenants to develop its respective portion of the Properties under to this Agreement to any affiliate or related entity of Developers, or any lien holder on the Properties, or to TFCC Coyote LLC, or to an entity that is or will become a future owner of all or a portion to the Property, without the prior written consent of the City. Except as otherwise provided in this paragraph, the obligations, requirements or covenants for the development of the Properties shall not be assigned, in whole or in part, by Developers to a non - affiliate or non -related entity of Developers without the prior written consent of the City Manager, which consent shall not be unreasonably withheld or delayed if the assignee demonstrates financial ability to perform. Any reimbursement or receivables due under this Agreement (e.g., the Impact Fee Reimbursement) may be assigned by the respective Developer due such reimbursement or receivable without the consent of, but upon written notice to the City pursuant to the terms hereof and upon such assignment of reimbursement or receivables, the City will pay the reimbursement directly to the assignee unless otherwise notified in writing). An assignee who assumes such forgoing obligations shall be considered a "Party" for the purposes of this Agreement. Each assignment shall be in writing executed by the respective Developer and its assignee and shall obligate the assignee to be bound by this Agreement to the extent this Agreement applies or relates to the obligations, rights, title, or interests being assigned. No assignment by a Developer shall release such Developer from any liability that resulted from an act or omission by such Developer that occurred prior to the effective date of the assignment unless the City approves the release in writing. Each Developer shall maintain written records of all assignments made by such Developer to assignees, including a copy of each executed assignment and, upon written request from any Party or assignee, shall provide a copy of such records to the requesting person or entity, and this WASTEWATER IMPACT FEE REIMBURSEMENT AGREEMENT PAGE 13 obligation shall survive the assigning Parry's sale, assignment, transfer, or other conveyance of any interest in this Agreement or the Properties. 7.2 Assignees as Parties. An assignee authorized in accordance with this Agreement and for which notice of assignment has been provided in accordance herewith shall be considered a "Party" for the purposes of this Agreement. 7.3 Third Party Beneficiaries. Except as otherwise provided herein, this Agreement inures to the benefit of, and may only be enforced by, the Parties. No other person or entity shall have any right, title, or interest under this Agreement or otherwise be deemed to be a third -party beneficiary of this Agreement. 7.4 Notice of Assignment. The following requirements shall apply in the event that either Starlight or Saginaw sells, assigns, transfers, or otherwise conveys its respective interest in the Properties or any part thereof and/or any of its respective rights or benefits under this Agreement: (i) such Party must provide written notice to the other Parties to the extent required under this section at least fifteen (15) business days after any such sale, assignment, transfer, or other conveyance; (ii) said notice must describe the extent to which any rights or benefits under this Agreement were sold, assigned, transferred, or otherwise conveyed; (iii) said notice must state the name, mailing address, telephone contact information, and, if known, email address, of the person(s) that will acquire any rights or benefits as a result of any such sale, assignment, transfer or other conveyance; and (iv) said notice must be signed by a duly authorized person representing such Party and a duly authorized representative of the person that acquired any rights or benefits as a result of the sale, assignment, transfer or other conveyance. SECTION 8 RECORDATION AND ESTOPPEL CERTIFICATES 8.1 Binding Obligations. This Agreement and all amendments thereto and assignments hereof shall be recorded in the Real Properties Records of Collin County. This Agreement binds and constitutes a covenant running with the Properties and, upon the Effective Date, is binding upon Developers, Coyote Meadows Property Owner and the City, and forms a part of any other requirements for development within the Properties. This Agreement, when recorded, shall be binding upon the Coyote Meadows Property Owner, the Parties and their successors and assigns as permitted by this Agreement and upon the Properties. Notwithstanding the foregoing, this Agreement shall not bind or encumber any residential lot or residence located thereon within the Properties that is sold to a third -party homeowner. 8.2 Estoppel Certificates. From time to time, upon written request of a Party or any future owner or lienholder, and upon the payment to the City of a $100.00 fee plus all reasonable costs incurred by the City in providing the certificate described in this section, including without limitation attorney's fees and related costs, the City Manager, or his/her designee will, in his/her official capacity and to his/her reasonable knowledge and belief, execute a written estoppel certificate which shall include, but not necessarily be limited to, statements that this Agreement is in full force and effect without default (or if default exists, identifying any obligations of an Party or owner under this Agreement that are in default and the nature of the default and curative action which should be undertaken to cure same), the remaining term of this Agreement and such other matters reasonably requested by the party to receive the certificate. WASTEWATER IMPACT FEE REIMBURSEMENT AGREEMENT PAGE 14 SECTION 9 GENERAL PROVISIONS 9.1 Term. Except with respect to any earlier termination effected under this Agreement, this Agreement shall terminate upon satisfaction of all obligations by all Parties or the expiration of twenty-five (25) years after the Effective Date, whichever occurs earlier. 9.2 Recitals. The recitals contained in this Agreement: (a) are true and correct as of the Effective Date; (b) form the basis upon which the Parties negotiated and entered into this Agreement; and (c) reflect the final intent of the Parties with regard to the subject matter of this Agreement. In the event it becomes necessary to interpret any provision of this Agreement, the intent of the Parties, as evidenced by the recitals, shall be taken into consideration and, to the maximum extent possible, given full effect. The Parties have relied upon the recitals as part of the consideration for entering into this Agreement and, but for the intent of the Parties reflected by the recitals, would not have entered into this Agreement. 9.3 Notices. Any notice, submittal, payment or instrument required or permitted by this Agreement to be given or delivered to any party shall be deemed to have been received when delivered personally or upon the expiration of 72 hours following deposit of the same in any United States Post Office, registered or certified mail, postage prepaid, addressed as follows: To the City: City of Anna, Texas Attn: City Manager 111 N. Powell Parkway Anna, TX 75409 With a copy to: Wolfe, Tidwell & McCoy, LLP Attn: Clark McCoy 2591 Dallas Parkway, Suite 300 Frisco, TX 75034 To Starlight: Starlight Homes Texas, L.L.C. Attn: Daniel Satsky 1800 Valley View Lane, Ste 100 Farmers Branch, Texas 75234 With a copy to: Starlight Homes Texas, L.L.C. Attn: Christina Malone & Ruth Mitchell 3820 Mansell Rd., Suite 400 Alpharetta, Georgia 30022 WASTEWATER EVIPACT FEE REEKBURSEMENT AGREEMENT PAGE 15 To Saginaw: Saginaw 106, LTD Attn: Landon Darwin 3045 Lackland Road Fort Worth, Texas 76116 With a copy to: Saginaw 106, LTD Attn: Sarah Powers 3045 Lackland Road Fort Worth, Texas 76116 Any Party may change its address or addresses for delivery of notice by delivering written notice of such change of address to the other Parties. 9.4 Interpretation. The Parties acknowledge that each has been actively involved in negotiating this Agreement. Accordingly, the rule of construction that any ambiguities are to be resolved against the drafting Party will not apply to interpreting this Agreement. In the event of any dispute over the meaning or application of any provision of this Agreement, the provision will be interpreted fairly and reasonably and neither more strongly for nor against any Party, regardless of which Party originally drafted the provision. 9.5 Time. In this Agreement, time is of the essence and compliance with the times for performance herein is required. 9.6 Authority and Enforceability. The City represents and warrants that this Agreement has been approved by official action by the City Council of the City in accordance with all applicable public notice requirements (including, but not limited to, notices required by the Texas Open Meetings Act) and that the individual executing this Agreement on behalf of the City has been duly authorized to do so. Starlight represents and warrants that this Agreement has been approved by the appropriate action of Starlight, and that the individual executing this Agreement on behalf of Starlight has been duly authorized to do so. Saginaw represents and warrants that this Agreement has been approved by the appropriate action of Saginaw, and that the individual executing this Agreement on behalf of Saginaw has been duly authorized to do so. Each Party respectively acknowledges and agrees that this Agreement is binding upon such Party and is enforceable against such Party, in accordance with its terms and conditions. 9.7 Severability. This Agreement shall not be modified or amended except in writing signed by the Parties. If any provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable for any reason, then: (a) such unenforceable provision shall be deleted from this Agreement; (b) the unenforceable provision shall, to the extent possible and upon mutual agreement of the parties, be rewritten to be enforceable and to give effect to the intent of the Parties; and (c) the remainder of this Agreement shall remain in full force and effect and shall be interpreted to give effect to the intent of the Parties. 9.8 Apulicable Law; Venue. This Agreement is entered into pursuant to, and is to be construed and enforced in accordance with, the laws of the State of Texas, and all obligations of the Parties are performable in Collin County. Exclusive venue for any action related to, arising out of, or brought in connection with this Agreement shall be in the Collin County District Court. WASTEWATER IMPACT FEE REBIBURSEMENT AGREEMENT PAGE 16 9.9 Non -Waiver. Any failure by a Party to insist upon strict performance by the other Party of any material provision of this Agreement shall not be deemed a waiver thereof, and the Party shall have the right at any time thereafter to insist upon strict performance of any and all provisions of this Agreement. No provision of this Agreement may be waived except by writing signed by the Party waiving such provision. Any waiver shall be limited to the specific purposes for which it is given. No waiver by any Party of any term or condition of this Agreement shall be deemed or construed to be a waiver of any other term or condition or subsequent waiver of the same term or condition. 9.10 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and constitute one and the same instrument. 9.11 Force Maj eure. Each Party shall use good faith, due diligence and reasonable care in the performance of its respective obligations under this Agreement, and time shall be of the essence in such performance; however, in the event a Party is unable, due to force majeure, to perform its obligations under this Agreement, then the obligations affected by the force majeure shall be temporarily suspended equal to the time period the Party was delayed, except that the obligation of any Party to make any payments required pursuant to this Agreement shall not be suspended by force majeure. Within three (3) business days after the occurrence of a force majeure, the Party claiming the right to temporarily suspend its performance, shall give Notice to all the Parties, including a detailed explanation of the force majeure and a description of the action that will be taken to remedy the force majeure and resume full performance at the earliest possible feasible time. The term "force majeure" shall include any delay due to any of the following acts or events: (a) wars, terrorism, civil disturbances, riots, insurrections, civil unrest, vandalism and sabotage; (b) transportation disasters, whether by sea, rail, air or land; (c) strikes, lockouts, work stoppage or slowdowns or other labor disputes or material shortages; (d) actions or failures to act of a governmental authority, including any changes to the plans and specifications required as a condition to the issuance of any permits or any changes in laws or codes not reasonably foreseeable on the Effective Date, and any delay in issuance of permits or certificates of occupancy by any governmental authority having jurisdiction, but excluding delays due to conditions that violate applicable codes and regulations; (e) adverse weather conditions, including rain of unusual duration or volume, hurricanes, lightning, tornadoes, earthquakes, floods or acts of God; (f) epidemics or pandemics or any governmental orders, actions, shut -downs, mandates, restrictions or quarantines or any quasi -governmental orders, actions, shut -downs, mandates, restrictions or quarantines resulting from any epidemics or pandemics, and any public health emergencies whether declared by local, state or federal governmental authorities or agencies; (g) labor shortages or moratoriums; (h) fire or other material casualty; (i) mechanical failure of equipment; 0) utility delays or interruptions; (k) any emergency event that threatens imminent harm to property or injury to persons; (1) any other causes of any kind whatsoever, whether similar to those enumerated or not which are beyond the control of such Party in the performance of its obligations hereunder; provided, however, in all cases, only to the extent that the Party claiming force majeure (1) did not cause such force majeure condition, and (2) throughout the pendency of such force majeure condition, utilizes commercially reasonable efforts to minimize the impact and delays caused by such force majeure condition. If a Party is delayed due to force majeure, then such Party shall provide written notice of the delay and applicable extension of time periods to the other Parties. WASTEWATER IMPACT FEE REIIVIBURSEMENT AGREEMENT PAGE 17 9.12 Complete Agreement. This Agreement embodies the entire Agreement between the Parties and cannot be varied or terminated except as set forth in this Agreement, or by written agreement of the City and Developers expressly amending the terms of this Agreement. By entering into this Agreement, the Parties understand and agree that any previous agreements or understanding between the parties are null and void. 9.13 Consideration. This Agreement is executed by the Parties hereto without coercion or duress and for substantial consideration, the sufficiency of which is hereby acknowledged. 9.14 Limited Waiver of Immunity, The Parties are entering into this Agreement in reliance upon its enforceability. Consequently, the City unconditionally and irrevocably waives all claims of sovereign and governmental immunity which it may have (including, but not limited to, immunity from suit and immunity to liability) to the extent, but only to the extent, that a waiver is necessary to enforce specific performance of this Agreement (including all of the remedies provided under this Agreement) and to give full effect to the intent of the Parties under this Agreement. Notwithstanding the foregoing, the waiver contained herein shall not waive any immunities that the City may have with respect to claims of injury to persons or property, which claims shall be subject to all of their respective immunities and to the provisions of the Texas Tort Claims Act. Further, the waiver of immunity herein is not enforceable by any party not a Party to this Agreement, except for any party that may be construed to be a third -party beneficiary to this Agreement. 9.15 Vested Rights. This Agreement shall constitute a "permit" (as defined in Chapter 245 of the Texas Local Government Code) that is deemed filed with the City on the Effective Date and Developers do not hereby waive or release any rights that Developers may now or thereafter have with respect to any rights under Chapter 245 of the Texas Local Government Code. 9.16 Exhibits. The following exhibits are attached to this Agreement and are incorporated herein for all purposes: Exhibit A Metes and Bounds Description of the Properties Exhibit B Preliminary Plats for the Properties Exhibit C Intentionally Deleted Exhibit D Sanitary Sewer Public Improvements — Opinion of Probable Construction Cost Exhibit E Sanitary Sewer Public Improvements — Plans and Specifications SIGNATURES PAGES AND EXHIBITS FOLLOW, REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] WASTEWATER IMPACT FEE REIMBURSEMENT AGREEMENT PAGE 18 EXECUTED BY THE PARTIES TO BE EFFECTIVE ON THE EFFECTIVE DATE: CITY: CITY OF ANNA, a home -rule municipal' in oll' o ty, Texas By: Name: Nate Pike Title: Mayor / yy Date: 4 6 STATE OF TEXAS COUNTY OF COLLIN This instrument was acknowledged before me on thistAy of 2023, Nate Pike, Mayor of the City of Anna, a home -rule municipality in Collin C ty, Texas. CARRIEL.LAND ` ai//'l C lNotaryPublic, Stete of Texas Comm. Expires 02-04.2027 'Y ` "'-" Notary ID 11419404 Notary Public, State of Texas SEAL] WASTEWATER RUFACT FEE REIMBURSEMENT AGREEMENT SIGNATURE PAGE 1 STARLIGHT: STARLIGHT HOMES TEXAS, L.L.C., a Texas limited liability company Zzz' n /FBy: Name: DA of P A S Title: -P THE STATE OF TEXAS COUNTY OF DALLAS t e Tb i instrument was acknowledged before me on the n day of 2023, by a \tee ut , of Starlight Homes Texas, L.L.C., a Texas Limited Liability Comp i EPh a io No zazwooz Notary u lic in and for the State of Texas WASTEWATER EAPACT FEE REIMBURSEMENT AGREEMENT SIGNATUREPAGE2 SAGINAW: SAGINAW 106, LTD., a Texas limited partnership By: Windfall Investments, Inc.., a Texas corporation, its general partner A THE STATE OF TEXAS COUNTY OF COLLIN This instrument was acknowledged before me on the It day of k 2023, by irA", Pee+ President of Windfall Investments, Inc., general partner to Saginaw 106, LTD, on behalf of said entity. r, TINA MICHELLE LEWIS Notary Public, State of Texas y 1fi.+P Comm. Expires 06-16-2025 Off(/_t.Gf\• Notary ID 125179689 Notary Public in and for'6ie State of Texas WASTEWATER IMPACT FEE REIMBURSEMENT AGREEMENT SIGNATUREPAGE3 ACKNOWLEDGED AND AGREED TO BY COYOTE MEADOWS PROPERTY OWNER: TFCC COYOTE LLC, a Texas limited liability company By: — Nam : Seth Greenspan Title: Vice President THE STATE OF TEXAS<, Virginia COUNTY OF DALLAS " Richmond This instrument was acknowledged before me on the 11th day of April Seth Greenspan of TFCC Coyote LLC, a Texas Limited Liability Company. g11 Np/p L'q iJ Kushana J Woods N REGISTRATION NUMBER a;c TBBa020 i i „c xo r \ COMMISSION EXPIRES gVq:;pi np` July 31, 2024 Notarized online using audio -video communication 2023, by Notary Public ii and for the State of Texas <. Virginia WASTEWATER IMPACT FEE REIMBURSEMENT AGREEMENT SIGNATURE PAGE 1 Exhibit A-1 METES AND BOUNDS DESCRIPTION OF THE COYOTE MEADOWS PROPERTY T VCT 1 met$ a "a d lead abaw h for 6" M umbon Sur". runs Na M am 8r Hurry kmd* 3wti+I. 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S fiy0r2r W, Hodldldd oo o rat"ey Ilse of 14:09toa Surat, pow %i u a ai woe d S90A5 test ter ewferaot ente+sr d saw OEoraRh Mindoro rat troa (WITO7TL0aR04210) seed mmuan'sadbesbt carose of aaw bbftwt t iaenggaratut tred 201J01o100fIAP0oVyatd wall lY a edsl daar nd 7Siti4 het m the baindwofs na tserpatt carve coteta aft TOM srsearrd sold sms4wpft teed to On kt1 hwAV a aeatral artta of LT11'I4 , a —,0- of J62-7S fee% o afesd dt 4SWSS• W - St1m het on ort keyth dSSM fact MUM S 0113SW W, 10L37 Ara to Oe MW Of Of CMUNM s M tees sables Dsa micadrery 4,s11,475 spears loss a 12MM was dtaad. TX44T 2 UMO a Dad of Oar shamed h the Gotha E, rhos Sarny. AbIrsa ML 09, MV of Aaos Coua CaasoW. Tosm beta Pon of o tad TtMtrio)meteredWho feMLandWoods L* V=lovocaMsUftTAcMbydeedMandel aVoksomWKPep796ddaft ct with tAe atek}battssd bs3q eeeee pstRatkdr desestrd a fadmh>: pi603M as e 1/2 bub ca+ pad taxi tad boa a tad notew" tatos d Vaaeerd Ads**,$, de WM= b flee C4 or nay C40a tourry, Ttaa, saatdbg to Rw cup or Cla chased munled M RdAsmaM lie. 200WSi9M0=*ik G&W ft&k Rome& d C&M" twwr. Tots sad"a aor tatdb rbtd- oLmorr tkr dMoumm Suva Nall le addm t%hl-eAwy) dad be ft few ocrbsaa trader d 0e eseahr 6acsAd sea d tesb ftwW Ift An the onah Una of is a ad saehstisd to MHA7 hAda=L ltd. dasdMeebesdsd ataomad No. b a Oftw Nrbk hemeda of &uh cgwf, Teed TltWM N LS•2ltf W. paahy at a dhtstrea of 77Z-76 he Roo e,xtlwnt feast of a trod of kad corn v4d to Aan l Astenor% W drsd aaoxd.d b Vdwas IM Pap U06 Deod tscatm of Colto Cou ty. Tress and tam al6y add Abt nwm trod a total dRtsas of t012.76 Let to er outth of caner of bold AdWwm trod one treed a ter ors el4Az4 4mw tens d E- tbcftetn too pwWdo ahM TtigtCE tlesrt fait best riRt+rf wy tees d E Hrsiley lee, t9w PobasYrt aaeacs adfFatsurss: M Mrlr k SSi rM Mat N L"w3w L 141. meat N 4L'4?ll' E Li0.E0hst TltENQ. N 7Trst'3S' E TJS.1tl beef absq salt acted, tegt.d-wee Oe d M:asm Sant; THt11eCi, N 19•it3Tl: J42.90 ha s't ae!! south e Msl+sy tw edllseaarer SDoS to tee 0c1PT OE E iOtteDW wleR tt+arleya lead cultda o/ Sd61,? saws react 4X7 do" of tared THE taxi tabjea Dom 1 add 2 c nWaho ti6fs,71Z %¢trot ran or iS&W sea of land. WASTEWATER E"ACT FEE REIMBURSEMENT AGREEMENT EXHIBIT A-1 Exhibit A-2 METES AND BOUNDS DESCRIPTION OF THE SAGINAW PROPERTY METES AND BOUNDS DESCRIPTION FOR 39.747 ACRES SITUATED IN THE COUNTY OF COLLIN, STATE OF TEXAS, BEING A PART OF THE J.C. BRANTLEY SURVEY, ABSTRACT NO. 114, AND BEING ALL OF THE SAME TRACT OF LAND DESCRIBED AS 17.268 ACRES CONVEYED TO TEX PROPERTIES GROUP, LLC, BY DEED RECORDED IN COLLIN COUNTY NUMBER 20200205000166180, DEED RECORDS, COLLIN COUNTY, TEXAS, AND BEING ALL OF THE SAME TRACT OF LAND DESCRIBED AS 22-432 ACRES CONVEYED TO TEX PROPERTIES GROUP, I.I.C. BY DEED RECORDED IN COLLIN COUNTY NUMBER 20181004001244950, DEED RECORDS, COLLIN COUNTY, TEXAS AND BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGINNING, AT A FOUND 5/9' STEEL ROD BEING SOUTHEAST CORNER OF A 5.00 ACRE TRACT OF LAND CONVEYED TO JAMES ELROD BY DEED RECORDED IN COLLIN COUNTY NUMBER 20181004001244950 DEED RECORDS, COLLIN COUNTY, TEXAS ALSO BEING THE NORTHEAST CORNER OF SAID 22432 ACRE TRACT ALSO BEING IN A COUNTY ROAD; THENCE, SOUTH 010 39' 41" WEST LEAVING THE COUNTY ROAD AND CONTINUING ALONG THE WEST LINE OF COUNTY ROAD NO.425 A DISTANCE OF 1011.50 FEE TO A FOUND 5/9' STEEL ROD; THENCE, NORTH 890 03' 34" WEST PASSING A FOUND 1/2' STEEL ROD AT 15.00 FEET AND CONTINUING FOR A TOTAL DISTANCE OF 799.24 FEET TO A FOUND 1 /2' STEEL ROD; THENCE, NORTH 890 09' 39" WEST A DISTANCE OF 744.06 FEET TO A SET 1/2' STEEL ROD BEING THE SOUTHWEST CORNER OF SAID 17.268 ACRE TRACT, THENCE, NORTH Or 5V 02' WEST A DISTANCE OF 733.91 FEET TO A FENCE CORNER POST MARKING AN ANGLE POINT IN THE WEST LINE OF SAID 17.268 ACRE TRACT; THENCE, NORTH 350 29' 3T EAST A DISTANCE OF 771.75 FEET TO A SET 1/2' STEEL ROD IN THE SOUTH LINE OF COUNTY ROAD NO.427, THENCE ALONG THE SOUTH LINE OF COUNTY ROAD NO.427 THE FOLLOWING CALLS AND DISTANCES: SOUTH 580 38' W' EAST A DISTANCE OF 104.82 FEET TO A FOUND 5/8" STEEL ROD, SOUTH Or 49 55' EAST A DISTANCE OF 117.60 FEET TO A SET 1 /2' STEEL ROD. SOUTH 620 49' 57' EAST A DISTANCE OF 53.82 FEET TO A SET 1 /2' STEEL ROD; SOUTH 6r 56 52' EAST A DISTANCE OF 499.23 FEET TO A FOUND 5/8" STEEL ROD: SOUTH 760 59' 5U' EAST A DISTANCE OF 121.20 FEET TO A FOUND 5/8" STEE. ROD; NORTH 870 21' 37' EAST A DISTANCE OF 360.19 FEET TO THE POINT OF BEGINNING AND CONTAINING 39.747 ACRES OF LAND. WASTEWATER IMPACT FEE REIMBURSEMENT AGREEMENT EXHIBIT A-2 Exhibit B-1 PRELEMNARY PLAT OF COYOTE MEADOWS Ell e'1 1,g?1a ti 02 CE OO t I_ 2k k z .LaaHS aas yyccb,i pi• I 1/LpFq FP L c^+ GP y# 1 q Ya(a. AMQ IP FIeP 1 I bq[1'eLpiei jr. srsr JP 5 m O 0 WASTEWATER IMPACT FEE REIMBURSEMENT AGREEMENT EXHIBIT B-1 v 0 Exhibit B-1 PRELIDIINARY PLAT OF COYOTE MEADOWS I.L HS 3ffS I.LHBHS 3HS WASTEWATER IMPACT FEE REIMBURSEMENT AGREEMENT EXHIBITB-1 Exhibit B-1 PRELIMINARY PLAT OF COYOTE MEADOWS rR a 1ii' I I iiliillolil I Yll11 I 11 lY 1Y nilY 1111Ylillr}w: II 11 II IIIIIII`II II U III 1 11 Illr i . J1,111,11J, dilln41311 I ice•"-,,'" ; 1'"" - III low WASTEWATER IMPACT FEE REIMBURSEMENT AGREEMENT EXHIBIT B-1 Exhibit B-1 PRELIMINARY PLAT OF COYOTE MEADOWS I19199999999 1!'-SSS3 eSgey ,sglgg!gg[e:;4991919®eglge lf99'S°9'49!°.avv',ege ltv5.5., uc. v99 3 1°I!..9a99l9!999 9§ 95l55959!! i' iI. i eg=., eglgee±.`!!93 I,9999!!!9" SSSSS!5S eee±±ecgee3esSeee a.•gsea; gttg eer• 41lc,vgeSzel±±ee9?S°.?? 134!!!9!!l94999!99!99 I: 3: tll4l9eeg4V V,y` I I Ii>5§i339lY539° I. I j!!!9l9949!94999 g,•f81..!!!3!! I; i'9!!!4335355l4l99! fit ggvgsggg;lgvgggg14g igvvevlgevggeggg 4!!5's9!!!99!9999!4954! 4 95l9l4s'S3S99599!!!f! I;933S5'9S9!!99l9!l5iS9 I;!!°9°!!'.!9!9!°!°.59999 1 9l999! III II III 499! 4eee?g?;?Slgglagxge±= t gog5;!9!9!!9l99999l9 l ISr3SS.....l;!S!?°.2ZS j°+59l9Sl9!9!!i!!4 I lee!eeege±±q?±,±eeg" ij49 99!!=!.l:;9a?eI I: I: f;9999!9l49999!999!! 3: I; i j9Sl9S54999l9S3S9 t...... Q f................. m W WASTEWATER IMPACT FEE REIMBURSEMENT AGREEMENT EXHIBIT B-1 Exhibit B-1 PRELIMINARY PLAT OF COYOTE MEADOWS 3 04i0FAila a EaJi t ..4axo4AaaF: a.r.4= r. pY YH RYR) f9:Y iRYR. edd4E-.r a a4dlsi dex? l_YRY Y Ydr G's9teY-YaHF aiH,3 aYYGR YYk Y Y) 16HH Rt I4AHakf 4 il8Y22 dE.e 6AA Afi9H995AA AS'.0 SASS'. tr,EE EE€EE„€rEEEE, G`0 pRYYl R H x A TI4irr4YH9F.z_99.9 a 4.r yiy to u9y y9y9 N li: y9y axy>3y "atF<y` e'ee{ N79c4i4lta!lg4949189i999ip i ;9 s00 di3 eaEYaaai Y9E4 o aHb Sck.[YEiicauc LEEEE WASTEWATER IMPACT FEE j'S ill lJIM I' Jy n i' r eillj ia3414);ij YfFa,i a dr ra ilY Fll lai,lr dlal l 9Rfill, t t+l iIf, f{I,af;{1it l iSi f=il It § " i lfF,f lll;a 3 SilElii ` iti1111Ef6tl` 1,11il ItBI!9 jia i ? l;ifliti l,liiifi HIM i dai9a°:H llBa, ` A ii Ai g9saa A a Ad 4Aa E rSiREEz i6E38iEl 91i" i<a a x° 6' as 91 s1y9°i°E°EY901 dffix9Y9pl4ail6 CEEE6EE EE 9fi9d A! EEt, EE4F,€AisEii Siaa Etio9f ia9a°! YY . R'soYY^e ib Iia-+F4ae9lY.:.i Cd6A3 dAAdd 68Ad3d AGREEMENT p k 4,; a!E1, tlit!tt 9 e s i lill l,lf Ykb j bid 4ibbp 1 H d49 S ivv llE lf,EEEEtE S' aYp+#YtYYaYfi 4 445 iE6 ivii jai YY! Y1Y1Y11 Yil is iEii9 100- aa :a:aa EXHIBIT B-1 0 N O w f Exhibit B-2 PRELIDIINARY PLAT OF CEDAR RIDGE ESTATES uqr 5 a t. 3e 'ei iif@g4'i6@ I !Hill fkp, I c4 k3ijei14ii-i31 i ji i'j i;iii ° i ° I• e ggFlt jtkj 4 4i E:.g 3 p a3 •4 ! R!! i D v§ 6" F iA§R•';$6ei3i PigF[{j p ik"-i 88 e Y t x; Sa piqgY' i pjSiexIIIa4 § I i R i F lj. a 91 f f S p r 4q Fe F x Exit@, f 3 j F p6> gl 4 IxEavFiaiiaip, 4i !, !3 i14x 4t 4 i 14r s i h i ii i i i F to g t Ip i s'!ii f x 5 @ ii i 6 o iRi i[ e@p i iq x i i .[ xY I o4coo®o wASTEwATER EWFACT f•k 5 - r I •O n771 44thh, 4v f Is m xW AGREEMENT E1UIIBTT B-2 Exhibit C INTENTIONALLY DELETED ExMIT C-1 Exhibit D SANITARY SEWER IMPROVEMENTS - OPINION OF PROBABLE CONSTRUCTION COST Coyom Creek UR Sbdon System ENGINEER'S OPINION OF PROBABLE CONSTRUCTION COST Ilam Name Dyy I UniU Unb Rke Tahl Pak. BonM MabOsagani Wuranel5%1 I LS 150p00 250p00 SNe OW C+ qg 3`38 IF 25 9ISDO S Eonnn. Pavky _ 11.1 ST Hydrwmddk complete It place _ _ i0 SY Co IIpkferce-CHwMbnbedwke _ 4s3 - tF V DIA Std SWII 2 EA yb Ftkting Ul: sta.lcn 1 is El.nrkalM6 1 EA 100 5 2 5 150 5 v 36AW 5 aAoo 26PM Ep'n Socw 250p00 5 00,00015,00035p00 2500p0 Gmnaw 1 EA 130000 SeRlm EOulmmt I 1 LS_IS ISOM 35,000Wire, Omduk,ACotdroU Vml(katlpn 1 LS 15DYard Ughdng I1 EA SAN 5,000 Trxuducv 1 EA SAW 5,000 Non Swbdt a 1G 5 l50 600 YPad V*ft W Eaemrk Pkq Wive 2 fA Sm 5 10p00 WCoedt Va 2 EP, aim S I6 W 01 Npe So 1F 500 S 2SPOO 9ustlle 1. Ftmys L00 TN 5 SAW S SPED MerhaeluelPumpPackage:2 Submetslhle Pumps (1,]00 gpmL kgig"M dbFMsge a.y., P"'sercahle, etc Aluminum nccese I the, 2T.n HOtt Crane with Manual Trolley Hoist FalConcreteValve Vault _ CPMleteGmeramr Pad _ Corned Ma Pad _ _ MCt . AwNrg 1 is 150,000 15000D 2 Ew SAM 12 1 EA SSAOD 35000 e 2,50DLow 5 20,000 72 CY 4D00 S 9 SY 5 koOD 5 B I FA 5 10ADO loow Goner WCover Am,l% 1 FA wcoc, 1Op00 cl a l-WN WMTop gab 5 a 5 ljow S 5p00 Hole Crane FoundMm I0 CY woo I0p00 2' Aametw Madtde PO'depTl 1 EA f20p00 120 fall. S, cu,shleld Coadng for WetWe11 _ 1002SF WPM, I IS 6nyky Main Trmch Safe, System All D,ft) 2303 tF GraNq Saneaty 5ewer Plpe, 09 Open C. I30a LF 96.vlty Smltary smug Pipe By Sore SSJ LF 2]'4mita9nghy:ush. 1 1t LF S Smlmry Sewer Manhole 11 EA 5'Elma Copp, Man ,p m') _ 103 VF PMS,yur Mal0rvknP, Fd. 7830 LF Canetlto Eak SHmrySewer 2 FA 5 20 20 S SAM SAM 1 W no 5]5 S 350 WS W 5 S 60DO soo I$ t0y00 I15W100 S 40 2 Sp6D 6p00 16AM amsoyearW geplaM Cprintle Paaement S55 I SY S 250 S OR'n0 Fpm Meln TrwMISaMySy JAI10rodn) SS50 LF S 1 S,SSO 12'4900 PVCby tut 5550 tF 5 220 LMILAOO 21.5teN[MghYtaaatd 410 IF S 45U 211SOO r CombbudanAONacwnVaNe atdVmh 3 EA 25p00 75MO PpatFgttMe65N kupactlm 5550 tF 2 S 1110D Condt¢etuY Subtm. l 9gas 10 E%) S 8 353 TPtd WASTEWATER IMPACT FEE REIMBURSEMENT AGREEMENT EXHIBITD-1 a rvl Exhibit E SANITARY SEWER IMPROVEMENTS -- PLANS WASTEWATER H"ACT FEE REIlVIBURSEMENT AGREEMENT EXHIBIT E-1 Exhibit E SANITARY SEWER IMPROVEMENTS - PLANS ce f• '• dillbyP I Feel!. a d s obi ds 2r4' 2 iE uHnp .e.• $'$£ 6 N A gist- N LC WASTEWATER IMPACT FEE REMBURSEMENT AGREEMENT EXHIBIT E-1 Big CITY OF ANNA, TEXAS RESOLUTION NO. 26;L3-0/4- 14-I'1S A RESOLUTION OF THE CITY OF ANNA, TEXAS AUTHORIZING THE MAYOR TO EXECUTE A WASTEWATER IMPACT FEE REIMBURSEMENT AGREEMENT WITH STARLIGHT HOMES, L.L.C., AND SAGINAW 106, LTD., FOR THE CONSTRUCTION OF PUBLIC SANITARY SEWER IMPROVEMENTS, IN A FORM APPROVED BY THE CITY ATTORNEY; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, Starlight Homes, L.L.C., and Saginaw 106, Ltd. are seeking to develop property near the southeast corner of State Highway 5 and Farm to Market Road 455; and, WHEREAS, a regional sanitary sewer lift station is shown in the Wastewater Master Plan for the City of Anna, Texas to replace the existing sanitary sewer lift station in the Sweetwater Crossing Subdivision; and, WHEREAS, the proposed regional lift station will be constructed within the Saginaw 106, Ltd. property and constructed with the collective development of the Coyote Meadows and Cedar Ridge Estates developments, and will serve the larger area, including existing neighborhoods and future development; and, WHEREAS, the City has identified the regional wastewater lift station as a critical infrastructure project for the City; and, WHEREAS, Starlight Homes, L.L.C., and Saginaw 106, Ltd. collectively agree to provide the design and construction of the identified sanitary sewer improvements in accordance with the City of Anna design standards and regulations, subject to Impact Fee reimbursement from the City of Anna; and, NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ANNA, TEXAS THAT: Article 1. Recitals Incorporated The recitals above are incorporated herein as if set forth in full for all purposes. Article 11. Authorization of Payment and Funding. Article III. That the City Council of the City of Anna hereby authorizes the City Manager to execute the Wastewater Impact Fee Reimbursement Agreement in a form approved by the City Attorney. That funding for the project shall come from Wastewater Impact Fees. PASSED AND APPROVED by the City Council of the City of Anna, Texas on this 11+ti day of April 2023. ATTEST: a 4 l/) . City Secretary, Carrie Land Collin County Honorable Stacey Kemp Collin County Clerk VG-6-2023-2023000054593* Instrument Number: 2023000054593 Real Property AGREEMENT Recorded On: May 18, 2023 09:30 AM Number of Pages: 37 Examined and Charged as Follows: " Total Recording: $166.00 THIS PAGE IS PART OF THE INSTRUMENT *********** Any provision herein which restricts the Sale, Rental or use of the described REAL PROPERTY because of color or race is invalid and unenforceable under federal law. File Information: Document Number: Receipt Number: Recorded Date/Time: User: Station: 2023000054593 20230518000154 May 18, 2023 09:30 AM Jennifer W Station 3 Record and Return To: CITY OF ANNA ifltPtrii.b91 ANNA TX 75409 STATE OF TEXAS Collin County I hereby certify that this Instrument was filed in the File Number sequence on the date/time printed hereon, and was duly recorded in the Official Public Records of Collin County, Texas Honorable Stacey Kemp Collin County Clerk Collin County, TX I • !!2 !!2 !!2 !!2 !!2 !!2 !!2 !!2 !!2!!2!!2!!2!!2!!2 !!2 !!2 !!2 !!2 !!2 !!2 !!2!!2 !!2!!2 !!2!!2!!2 !!2 !!2 !!2 !!2 !!2!!2 !!2 !!2!!2 !!2 !!2 !!2 !!2 !!2 !!2 !!2 !!2!!2!!2!!2!!2 !!2!!2!!2!!2!!2!!2!!2!!2!!2!!2!!2 !!2!!2!!2!!2!!2!!2!!2!!2!!2 !!2 !!2 !!2 !!2!!2 !!2!!2!!2 !!2 !!2!!2 !!2 !!2 !!2 !!2 !!2!!2 !!2!!2!!2 !!2 !!2 !!2 !!2 !!2 !!2 !!2 !!2 !!2 !!2!!2 !!2 !!2 !!2 !!2 !!2 !!2 !!2 !!2 !!2!!2 !!2 !!2 !!2 !!2!!2!!2 !!2 !!2!!2 !!2!!2 !!2!!2!!2 !!2 !!2 !!2 !!2 !!2 !!2 !!2 !!2 !!2 !!2!!2 !!2 !!2 !!2 !!2 !!2 !!2!!2 !!2 !!2 !!2 !!2 !!2!!2!!2!!2!!2!!2!!2 !!2 !!2 !!2!!2 !!2 !!2!!2!!2!!2 !!2!!2!!2!!2 !!2 !!2 !!2!!2!!2 !!2!!2!!2!!2!!2 !!2!!2 !!2 !!2!!2!!2 !!2 !!2 !!2 !!2 !!2!!2!!2 !!2 !!2 !!2!!2!!2 !!2!!2!!2 !!2 !!2 !!2 !!2!!2 !!2 !!2 !!2 !!2 !!2 !!2 !!2 !!2 !!2 !!2 !!2 !!2 !!2 !!2!!2!!2!!2!!2 !!2 !!2 ! g g g g ! !COUNTY ROAD 511FM 2862 COUNTYROAD 480FM 455 COUNTYROAD3 7 0 COUNTYROAD371 OUTER LOOP FM 2862COUNTY ROAD 286 18''18''21''21''15''15''15'' 21''24''24''12''24''21''21''21''21''15''15''15''18''18''15''§¨¦75 ¬«121")455 ")455 ¬«5 PROPOSED PILOT GROVE LIFT STATION #3 CAPACITY: 270 GPM PROPOSED PILOT GROVE LIFT STATION #2 CAPACITY: 255 GPM PROPOSED PILOT GROVE LIFT STATION #1 CAPACITY: 215 GPM PROPOSED THROCKMORTON CREEK LIFT STATION CAPACITY: 2250 GPM EF131 EF129 EF127 SGC155 SGC123 WSGC117 WSGC119 SGC125 SGC143 SGC145 SGC127 SGC141 SGC147 SGC153 SGC151 SGC149 SGC139 SGC137 SGC129 SGC121 SGC113 SGC111 SGC115 SGC131 SGC119 SGC117 SGC107 SGC133 PGC111 PGC109 PGC107 PGC105 PGC103 PGC101 HB101 SGC105 SGC103 SGC101 SGC109WSGC101 WSGC103 WSGC105 WSGC107 SC105 WSGC109SC101 SC103 CC101 SLC105 SLC109 SLC111 SLC113 SLC117 SLC119 SLC121 SLC123 TC115 TC107 TC105 TC103 TC101 SLC103 SLC107 TC111 TC113 TC117 TC137 TC135HC133 HC125 HC127 HC119 HC123 HC121 HC115 HC117 HC111 HC109 HC113 HC105 HC107 HC103 HC101 EF105 EF101 EF103 EF107 EF109 EF113 EF111 EF115 EF117 EF121 EF119 EF123 EF125 TC109 SLC115 CC103 36 '' 36 ''21 ''8 ' ' 8 ''8 ''1 8 ' '8 ''8 '' 8 '' 8 '' 8 '' 27 ''8 ' '12 ''24 ''42 ''8 ' '27 ''42 ''10 ''8 ''12 ''8 ''15 '' 54 ' ' 10 '' 1 2 ' ' 60 ''10 ''8 ''24 ''18 ''15 ' ' 2 4 ' '8 ''18 '' 8 '' 8 ''8 ''10 ' '30 ''8 ''21 ''8 ' '18 ''8 ''8 ''8 ''48 ''15 '' 21 '' 18 '' 1 5 ' '21 ''27 ''27 ''8 '' 8 '' 21 '' 8 ''8 ''48 ''21 ''36 '' 1 2 ' '8 ''10 ''1 8 ' '8 ''15 '' 8 ''10 ''18 ''8 ' ' 3 0 ' ' 30 ''18 ' ' 3 6 ' ' 8 '' 15 ' ' 8 ''24 ''8 '' 10 '' 8 ''8 ''24 ''8 ''10 ''10 ''15 ''PROPOSED ANNA RANCH LIFT STATION EXISTING COYOTE MEADOWS LIFT STATION EXISTING CAMDEN PARC LIFT STATION EXISTING ELIZABETH STREET LIFT STATION EXISTING NORTH POINTE LIFT STATION CAPACITY: 745 GPM EXISTING LIFT STATION CAPACITY: 100 GPM EXISTING LIFT STATION CAPACITY: 34 GPM CITY OF ANNA WASTEWATER MASTER PLAN FIGURE WWMP Kimley-Horn and Associates, Inc.File Path: K:\MKN_Civil\City of Anna - Master Data\GIS\Anna_Wastewater Master Plan.aprxLast Saved: 9/1/2023 1:51 PMI 0 4,0002,000 Feet NTMWD Clement Creek P.O.E. Existing Peak: 1.35 MGD Buildout Peak: 4.72 MGD NTMWD Throckmorton Creek P.O.E. Existing Peak: 7.20 MGD Existing WWTP Treats 2.0 MGD Peak Buildout Peak: 35.96 MGD Buildout WWTP Treats 18.0 MGD Peak Throckmorton Creek/ Trinity River Interceptor Contracted Capacity Upstream: 5.60 MGD (2014) Contracted Capacity Downstream: 9.60 MGD (2014) Clement Creek Contracted Capacity: 3.0 MGD (2014) Text Legend Lift Stations Wastewater Subbasin Clement Creek Clement Creek Existing East Fork Trinity Harrington Branch Hurricane Creek Clement Creek Existing Sister Grove Creek Slayter Creek Throckmorton Creek West Sister Grove Creek Stiff Creek !Proposed WWTP g Proposed Lift Station !Existing WWTP !!2 Existing Manhole Existing Force Main Existing Wastewater Proposed Manhole Proposed Force Main Streams parcels Planning Boundary Floodplain Van Alstyne/Mantua P.O.E. Peak Flow = 13.88 MGD Weston P.O.E. #1 Peak Flow = 0.50 MGD Weston P.O.E. #2 Peak Flow = 0.50 MGD Weston P.O.E. #3 Peak Flow = 0.50 MGD Weston P.O.E. #4 Peak Flow = 0.50 MGD Weston P.O.E. #5 Peak Flow = 0.50 MGD Weston P.O.E. #6 Peak Flow = 0.50 MGD Weston P.O.E. #7 Peak Flow = 0.50 MGD Harrington Branch WWTP Phase 1 Capacity: 1 MGD Phase 2 Capacity: 2 MGD Phase 3 Capacity: 2.5 MGD Hurricane Creek WWTP Phase 1 Capacity: 4 MGD Phase 2 Capacity: 8 MGD Phase 3 Capacity: 16 MGD Slayter Creek WWTP Existing Capacity: 0.5 MGD Phase 3 Capacity: 0.975 MGD Expansion Capacity: 4.5 MGD Van Alstyne P.O.E. Peak Flow = 20.48 MGD Stiff Creek P.O.E. Buildout Peak: 2.77 MGD CITY OF ANNA, TEXAS ORDINANCE NO. 1 O 80 — 2O L 3 — 0 9 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. WHEREAS, on May 24, 2022, the City Council of the City of Anna, Texas ("City Council"), after a duly noticed public hearing, amended the Water and Wastewater Master Plans by Ordinance 999-2022; and, WHEREAS, the Water and Wastewater Master Plans should be amended from time to time to reflect the changing utility needs of the community; and, NOW THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF ANNA, TEXAS, THAT: Section 1. The recitals contained in the preamble hereof are hereby found to be true, and such recitals are hereby made a part of this ordinance for all purposes and are adopted as a part of the judgement and findings of the City Council with respect to the amendments described herein. Section 2. The City Council of the City officially finds, determines, and declares that the City of Anna Ordinance 999-2022 is hereby amended with respect to the Capital Improvement Plan as depicted in the Water and Wastewater Master Plans as adopted under Ordinance No. 999- 2022 by replacing the Water and Wastewater Master Plans with the amended Water and Wastewater Master Plans set forth in the attached Exhibit A and Exhibit B, incorporated herein for all purposes. Section 3. Upon adoption and execution of this ordinance, the City Secretary is directed to attach same and its exhibits to the original City of Anna Capital Improvement Plan in all places where said Capital Improvement Plan is filed as of public record or posted for public inspection. Section 4. If any provision of this ordinance or the application thereof to any person or circumstance shall be held invalid, the remainder of this ordinance and the application of such provision to other persons and circumstances shall nevertheless be valid, and the City Council hereby declares that this ordinance would have been enacted without such invalid provision. Section 5. It is officially found, determined, and declared that the meeting at which this ordinance is adopted was open to the public and public notice of the time, place, and subject matter of the public business to be considered at such meeting, including this ordinance, was given, all as required by Chapter 551, as amended, Texas Government Code. PASSED, APPROVED, AND ADOPTED on the first and final reading on this 26th day of September, 2023. ATTEST: eawa.-2 Y, City Secretary, Carrie L. Land APPROVED: Mayor, Nate Pike Grayson Pump,' 455 7 0 2,0004,000 CITY OF ANNA Feel WATER MASTI7C PLAN Grayson Pump Station q l I 9 14rry A Y 2f I f16 yIXgenm Mm, 41L :, al 1 qp. ai I! I r 455 E II Ir I TT 7 I, ram___________ r+ coYn Penn SYlm I I t1 1 I P III ; r31 cIMRnq nl- hV c:iM R.im Shedp)Pump Slalion 1 P r4i3WCI', 1tr: a46c4 n. am 4wr,..r, t 0 2,0004,000 * E:IssleEwpEparprx Flmeo P411s, seeml - e+nm WuP7n r_ :PWI"am.w.r RGURE UghgN'6 Wald Rpu—Fu=Wale Pllw 8IESIOMGrawdtr&6 p Kimley0Horn Anna CITY OF ANNA WMPtFeet * Fullro Elwnl Tank _ E ,ql rg W . pipe Flo rftn I Pronooed Grw,nd T..iI n Pin, WATER MASTER PLAN 9 CITY OF ANNA, TEXAS RESOLUTION NO. 2023-09- 153LI RESOLUTION APPROVING A PRELIMINARY LIMITED OFFERING MEMORANDUM FOR THE SALE OF "CITY OF ANNA, TEXAS SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2023 (ANACAPRI PUBLIC IMPROVEMENT DISTRICT IMPROVEMENT AREA#1 PROJECT)" WHEREAS, the City of Anna, Texas (the "City") intends to issue its City of Anna, Texas Special Assessment Revenue Bonds, Series 2023 (AnaCapri Public Improvement District Improvement Area #1 Project) (the "Bonds") to finance certain public improvements within the City; WHEREAS, FMSbonds, Inc. (the "Underwriter"), with assistance from its counsel, City Staff, the City's Bond Counsel, and City's Financial Advisor, has prepared a Preliminary Limited Offering Memorandum for dissemination to potential purchasers of the Bonds prior to the availability of the final Limited Offering Memorandum for the Bonds. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF CITY OF ANNA, TEXAS: 1. The Preliminary Limited Offering Memorandum attached hereto as Exhibit A, is hereby approved with amendments as may be approved by the Finance Director retained by the City to assist in the issuance of the Bonds for the Bonds, substantially in the form such changes, addenda, supplements or in consultation with the City's consultants including Bond Counsel and the Financial Advisor, and the Underwriter is hereby authorized to distribute such document among potential purchasers of the Bonds and other interested persons in connection with the initial marketing and placement of the Bonds; provided that such Preliminary Limited Offering Memorandum shall not be released to the public without verification that the Acquisition and Development Loan (as defined in Exhibit A) has been closed and funded, which verification shall be made in consultation with the City's consultants retained by the City to assist in the issuance of the Bonds, including Bond Counsel and the City Attorney. 2. Pursuant to Rule 15c2-12 of the United States Securities and Exchange Commission (17 C.F.R. 240.15c2-12) ("Rule 15c2-12"), the City hereby deems the Preliminary Limited Offering Memorandum to be final as of its date, except for the omission of no more than the following information as permitted by Rule 15c2-12: the offering prices of the Bonds, interest rates for the Bonds, selling compensation of the Underwriter, the aggregate principal amount of the Bonds, the principal amount per maturity of the Bonds, the delivery date for the Bonds, ratings for the Bonds, and the identity of the ultimate purchasers. PASSED AND APPROVED THIS 12u' DAY OF SEPTEMBER, 2023 Lee Miller, Mayor Pro-Tem ATTEST: -may of Anna, Texas CITY SEAL) Carrie Land, City Secretary City of Anna, Texas EXHIBIT A PRELIMINARY LIMITED OFFERING MEMORANDUM 2024 - 20240OW33800 03/25/2024 02:57 PM Page 1 of 61 CITY OF ANNA, TEXAS RESOLUTION NO. 202 3— I Z— 15 4 3 A RESOLUTION OF THE CITY OF ANNA, TEXAS AUTHORIZING THE MAYOR TO EXECUTE AN AMENDMENT TO A WASTEWATER IMPACT FEE REIMBURSEMENT AGREEMENT WITH STARLIGHT HOMES TEXAS, LLC, SAGINAW 106, LTD, AND TFCC COYOTE, LLC, FOR THE DESIGN AND CONSTRUCTION OF PUBLIC SANITARY SEWER SYSTEM IMPROVEMENTS, IN A FORM APPROVED BY THE CITY ATTORNEY; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the Coyote Meadows Lift Station is shown in the Wastewater Master Plan and the 10-year Capital Improvement Plan for the City of Anna, Texas; and, WHEREAS, the City has identified the project as a critical infrastructure project for the City; and, WHEREAS, the City previously entered into a Wastewater Impact Fee Agreement approved by Resolution 2023-04-1418; and, WHEREAS, the City finds the terms included in Amendment 1 to the Wastewater Impact Fee Reimbursement Agreement to be reasonable and acceptable; 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. Authorization of Payment and Funding. That the City Council of the City of Anna hereby authorizes the Mayor to execute Amendment 1 to the Wastewater Impact Fee Reimbursement Agreement. That funding for the project shall come from Wastewater Impact Fees. PASSED AND APPROVED try the City Council of the City of Anna, day of 2023. �1 ATTEST: Texas on this I c2'�k 2024 - 20240OW33800 03/25/2024 02:57 PM Page 2 of 61 City Secretary, Came Land Mayor, Nate Pike 2 2024 - 20240OW33800 03/25/2024 02:57 PM Page 3 of 61 Exhibit A (see attached Amendment to the Wastewater impact Fee Reimbursement Agreement) 2024 - 20240OW33800 03/25/2024 02:57 PM Page 4 of 61 WHEN RECORDED, RETURN TO: First American Title Company 2109 Summer Lee Drive, Suite ]101 Rockwall, Texas 75032 Attention: Angela Scott NOTICE OF CONFIDENTIALITY RIGHTS; IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STR IKE ANY OF THE FOLLOWING INFORMATION FROM THIS INSTRUMENT BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS. YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. THE STATE OF TEXAS § COUNTY OF COLLIN § KNOW ALL MEN BY THESE PRESENTS: FIRST AMENDMENT TO WAS-TEWATER_IMPACT FEE REIMBURSEMENT AGREEMENT THIS FIRST AMENDMENT TO WASTEWATER IMPACT FEE RERABURSEMENT AGREEMENT ("First Amendment"), is entered into as of the _ day of November 2023, by and between the CITY OF ANNA, TEXAS a home -rule municipality in Collin County, Texas (the "City"), STARLIGHT HOMES TEXAS, L.L.C., a Delaware limited liability company, its successors and assigns ("Starlight"), SAGINAW 106, LTD. a Texas limited partnership, its successors and assigns ("Saginaw"}, and TFCC COYOTE LLC, a Texas limited liability company ("TFCC"). City, Starlight, Saginaw and TFCC are sometimes referred to herein individually as a "Party" and collectively as the "Parties". A. On May 18, 2023, the Wastewater Impact Fee Reimbursement Agreement dated May 17, 2023, and executed by City, Starlight and Saginaw was recorded as Document No. 2023000054593 in the Official Public Records of Collin County, Texas (the "Original Agreement"). B. On the effective date of the Original Agreement, the Partial Assignment and Assumption of Wastewater Impact Fee Reimbursement Agreement was effective and recorded as Document No. 2023000103849 in the Official Public Records of Collin County, Texas, whereby Starlight partially assigned some of its rights to receive the Starlight Impact Fee Reimbursement under the Original Agreement to TFCC (the "Assignment" and together with the Original Agreement, the "Agreement"). C. The Parties desire to modify certain provisions of the Agreement, and agree to certain other matters as set forth below. The capitalized terms not otherwise defined herein shall have the same meanings as in the Agreement. 4 2024 - 20240OW33800 03/25/2024 02:57 PM Page 5 of 61 NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1. R-edmls, The Recitals set forth above in this First Amendment are hereby incorporated by reference as if set forth in full in this Paragraph 1. 2. Approvals and CEP Amendment. The City obtained the CIP Amendment and all Approvals required under the Agreement for the commencement of construction of the Public Improvements. City represents and warrants that all requisite actions necessary to authorize and approve the CIP Amendment were taken and approved in accordance with the Agreement and all applicable laws and approved by the City Council. 3. City Obligations. Section 3.3(d)41 of the Agreement is amended to add the following language at the end of Paragraph (d)(4): "Notwithstanding anything to the contrary contained herein, it is the intent of the Parties that the City's Contribution to Construction Costs will be split among the Developers based on Starlight's Share and Saginaw's Share; however, final Accounting and payment of the Developers' shares will be based on that portion of the final Construction Costs actually advanced by each Developer pursuant to the final Accounting. If the final Accounting shows the total actual Construction Costs are more than the amounts deposited by Starlight and Saginaw pursuant to a separate escrow agreement whereby Starlight deposited $4,258,587 (76%) and Saginaw deposited $1,344,817 (241/o), then the party who pays for such additional Construction Costs has the right to collect the proportionate amount (using 76% for Starlight and 24% for Saginaw) of the excess owed by the other party from the City's Contribution before any other dollars of the City's Contribution are dispersed with the remaining funds distributed with Starlight getting 76% and Saginaw getting 24%. (By way of example only, if the final Accounting includes total actual Construction Costs exceeding the $5,603,404 in escrow by $100,000, then Starlight would be responsible for $76,000 and Saginaw would be responsible for $24,000 of such excess costs. If Saginaw pays for all $100,000 of the excess costs, then Saginaw could be eligible to get the first $76,000 of the City's $1,100,000 City Contribution and then the remaining balance of the City's Contribution in the amount of $1,024,000 would be split 761/6 to Starlight ($778,240) and 24% to Saginaw ($245,760).) 4. Timine of Public Irwrovement Obligations. Section 3.3(c) of the Agreement is deleted in its entirety and replaced with the following: "(c) Timing of Public Improvement Obligations. Subject to force majeure and the terms of this Agreement, Starlight shall commence construction of the Public Improvements on or before October 1, 2023. For the purposes of this Section, "commence construction of Public Improvements" shall mean for Starlight to select a contractor, hold a pre -construction meeting with the City, and engage in construction activities within the Properties, or within the Rosamond Parkway, County Road 425 corridors. Subject to force majeure and the terms of this 5 2024 - 20240OW33800 03/25/2024 02:57 PM Page 6 of 61 Agreement, Starlight shall complete construction of the Public improvements in a good and workmanlike manner on or before October 1, 2024. 5. Remainder of Agreement. The remaining provisions of the Agreement (including, without limitation, all exhibits and attachments thereto) not otherwise amended by this First Amendment shall remain in full force and effect. 6. Miscellaneous. In the event of any conflict between the meaning of any provision of this First Amendment and any provision of the Agreement, the provisions of this First Amendment shall control. Except as expressly set forth in this First Amendment, the underlying Agreement is hereby ratified and confirmed by the Parties. The Parties acknowledge, understand and agree that although the Agreement is being modified by this First Amendment, all other terms of the Agreement are hereby affirmed and shall remain in full force and effect. [Signatures on following pages] 2024 - 20240OW33800 03/25/2024 02:57 PM Page 7 of 61 IN WITNESS WHEREOF, the Parties have executed this First Amendment as of the date first set forth above. CITY: CITY OF ANNA, a home -rule muni ' ali in Col o ty, Texas By: Name: Nate Pike Title: Mayor Date, T fl CAA:12�Q � 3 STATE OF TEXAS COUNTY OF COLLIN This instrument was acknowledged before me on thisly of 2023, Nate Pike, Mayor of the City of Anna, a home -rule municipality in Collin County, Texas. yp••� CARRIE L. LAND gNotary Public, State of Texas yQ a� Comm. Expires 02-04-2027 '••�;,,i;.�� Notary ID 11419404 [SEAL] Notary Public, State of Tex s 7 2024 - 20240OW33800 03/25/2024 02:57 PM Page 8 of 61 'AIEtLlIG1EITI STARLIGHT HOMES TEXAS, L.L.C., a Texas limited liability company THE STATE OF TEXAS COUNTY OF DALLAS This instrument was acknowledged before me on the�� day of 2 by -bm� s � of Starlight Homes Texas, L.L.C., a Texas Limited Liability Company. -- mw�� Mellet;s M�reo ES:NaturylD Cemmioslen ExplrN (9 51IV2027 Notary b i for State of Texas 4262029 2024 - 20240OW33800 03/25/2024 02:57 PM Page 9 of 61 SAGINAW 106, LTD., a Texas limited partnership By: Windfall Investments, Inc.., a Texas corporation, its general partner By: �4 wij— � Name:�� PC. Title: i ter�1F THE STATE OF TEXAS COUNTY OF COLLIN § This instrument was acknowledged before me on the day of 20 , by ��+� President of Windfall Investments, Inc., genera partner to Saginaw L , L , on behalf of said entity. t Notary Public in and for the State of Texas TINA MjrHELLE LEWIS Notary Public. State of Texas o6 16 2425 :g;qe Comm Expires "F ,` n�ru+� Notary 10 125179689 2024 - 20240OW33800 03/25/2024 02:57 PM Page 10 of 61 TFCC: TFCC COYOTE LLC, a Texas limited liabili company By: Name: Seth Greenspan Title: Vice President TEXAS THE STATE OF VIRGTNI ----------- f----- AM HARRIS § COUNTY OF IUCHMOM------------ j----- AM This instrument was acknowledged before me on the29th day of January 2024 --=3-, b�AM Seth Greenspan ,VICE PRESIDENTof TFCC Coyote LLC, a Texas Limited Liability Company, on behalf of said limited liability company. ARSAZ Notary Public, State of Texas Notary Public in andfaf the Staid-ofVifginia------------------ AM NOTARY SEAL uwi {pr!Y.p44' AbriiMurray a — r't ID NUMBER 1328SS14&3 're OF Ka+ COMMISSION EXPIRES I January 5.2025 Electronically signed and notarized online using the Proof platform 10 2024 - 20240OW33800 03/25/2024 02:57 PM Page 11 of 61 CITY OF ANNA, TEXAS RESOLUTION NO. 2613- OBI - 14 i S A RESOLUTION OF THE CITY OF ANNA, TEXAS AUTHORIZING THE MAYOR TO EXECUTE A WASTEWATER IMPACT FEE REIMBURSEMENT AGREEMENT WITH STARLIGHT HOMES, L.L.C., AND SAGINAW 106, LTD., FOR THE CONSTRUCTION OF PUBLIC SANITARY SEWER IMPROVEMENTS, IN A FORM APPROVED BY THE CITY ATTORNEY; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, Starlight Homes, L.L.C., and Saginaw 106, Ltd. are seeking to develop property near the southeast corner of State Highway 5 and Farm to Market Road 455; and, WHEREAS, a regional sanitary sewer lift station is shown in the Wastewater Master Plan for the City of Anna, Texas to replace the existing sanitary sewer lift station in the Sweetwater Crossing Subdivision; and, WHEREAS, the proposed regional lift station will be constructed within the Saginaw 106, Ltd. property and constructed with the collective development of the Coyote Meadows and Cedar Ridge Estates developments, and will serve the larger area, including existing neighborhoods and future development; and, WHEREAS, the City has identified the regional wastewater lift station as a critical infrastructure project for the City; and, WHEREAS, Starlight Homes, L.L.C., and Saginaw 106, Ltd. collectively agree to provide the design and construction of the identified sanitary sewer improvements in accordance with the City of Anna design standards and regulations, subject to Impact Fee reimbursement from the City of Anna; and, NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ANNA, TEXAS THAT: Article I. Recitals Incorporated The recitals above are incorporated herein as if set forth in full for all purposes. Article II. Authorization of Payment and Funding. Article III. That the City Council of the City of Anna hereby authorizes the City Manager to execute the Wastewater Impact Fee Reimbursement Agreement in a form approved by the City Attorney. That funding for the project shall come from Wastewater Impact Fees. 2024 - 20240OW333800 03/25/2024 02:57 PM Page 12 of 61 PASSED AND APPROVED by the City Council of the City of Anna, Texas on this I�Lq day of April 2023. ►,rMM115 City Secretary, Carrie Land 2024 - 20240OW33800 03/25/2024 02:57 PM Page 13 of 61 Coyote Meadows Lift Station — Potential Near Term and Long -Term Flows LEGEND Existing Plows ® Coyote Meadows - 2022 Likely- 2024(Commerdal) Potential— 2026 (Residential) Potential — 2028 (Residential) 2024 - 20240OW33800 03/25/2024 02:57 PM Page 14 of 61 Exhibit A (see following page) 2024 - 20240OW333800 03/25/2024 02:57 PM Page 15 of 61 4b After Recording Return to: City of Anna 120 W 7eh 5t, Anna, Tx 75409 WASTEWATER IMPACT FEE REIMBURSEMENT AGREEMENT This Wastewater Impact Fee Reimbursement Agreement (this "Agreement") is entered into by and between the CITY OF ANNA, TEXAS a home -rule municipality in Collin County, Texas (the " it J, and STARLIGHT HOMES TEXAS, L.L.C., a Delaware limited liability company, its successors and assigns ("Starli e% and SAGINAW 106, LTD. a Texas limited partnership, its successors and assigns ("Saginaw" and together with Starlight, collectively sometimes referred to herein as "Developers" and individually as "Developer % to be effective on the Effective Date. SECTION 1 RECITALS WHEREAS, certain terms used in these recitals are defined in Section 2; and WHEREAS, the City is a home -rule municipality of the State of Texas located within Collin County; and WHEREAS, Starlight, Saginaw and the City are sometimes collectively referenced in this Agreement as (the "Parties,') or each individually as (a "Pa ); and WHEREAS, as of the date of execution of this Agreement, the Developers own and/or are under contract to purchase two tracts of land totaling approximately 218.21 acres of real property located in the City and described by metes and bounds in Exhibit A 1 and Exhibit A 2 said properties consisting of a 153.64 acre tract to be developed by Starlight (Coyote Meadows) described by metes and bounds in Exhibit A-1 (the "Coyote Meadows Property"), and a 64.57 acre tract owned by Saginaw Holdings, L.L.C. (Cedar Ridge Estates) described by metes and bounds in Exhibit A4 (the "Cedar Ridge Estates Property" and together with the Coyote Meadows Property, collectively sometimes referred to herein as the "Properties'); and WHEREAS, the Coyote Meadows Property is zoned pursuant to PD Ordinance No. 957- 2022 dated January 25, 2022 and the Cedar Ridge Estates Property is zoned as SF-72 and both Properties shall be developed in accordance with said zoning; and WHEREAS, Starlight desires to proceed with the first phase of development of the Coyote Meadows Property as generally described and/or generally illustrated on the Phase 1 preliminary plat and overall development plan shown in Exhibit B-1 (the "Co ote Meadows Preliminary Plat'), which Coyote Meadows Property totals approximately 731 single-family lots; and WHEREAS, Saginaw desires to proceed with development of the Cedar Ridge Estates Property as generally described and/or generally illustrated on the preliminary plat shown in Exhibit B-2 (the "Cedar Rid Estates Rm9migm Plat'), which Cedar Ridge Estates Property totals approximately 223 single-family lots; and WASTEWAIMEWPACT FEE RE[1V URSEhIENT AGREEMM PAGE 1 2024 - 20240OW33800 03/25/2024 02:57 PM Page 16 of 61 WHEREAS, the Parties intend that the Properties be developed in accordance with Preliminary Plats and the Development Standards agreed to under this Agreement and the Original Development Agreement; and WHEREAS, Developers desire and intend to design, construct and install and/or make financial contributions to certain Public Improvements to serve the Developments as more particularly set forth herein; and WHEREAS, the Parties intend for the design, construction, and installation of the Public Improvements to be completed by Starlight and dedicated to the City for use and maintenance, subject to approval of the plans and inspection and acceptance of the Public Improvements in accordance with this Agreement and the City Regulations; and WHEREAS, Developers shall be solely responsible for the funding and construction of all of the Public Improvements required to serve the Properties except as expressly set forth in this Agreement; and WHEREAS, the Public Improvements include public sanitary sewer improvements identified in the City of Anna Wastewater Masher Plan that will serve the Properties and other areas not owned by Developers; and WHEREAS, subject to the terms and conditions of this Agreement, Developers are willing to fund the construction of all of the Public Improvements, and Starlight is willing to construct said improvements, including certain public sanitary sewer improvements that will serve the Properties and provide for additional capacity in excess of what is necessary to serve the Properties (the "Oversized Capacity 1; and WHEREAS, Developers have estimated that the costs necessary to complete the sanitary sewer Public Improvements are as set forth in the amounts shown in the Opinion of Probable Construction Cost in Exhibit D and that said total cost is estimated to be approximately $5,603,404.00, which includes actual estimated construction costs in the amount of $4,768,660.00 (the "Developer Construction Estimate") and contingency in the amount of $834,744.00, and such costs shall be shared amongst the Parties purest to the terms hereof; and WHEREAS, subject to the terms and conditions of this Agreement, Developers shall be obligated to complete and construct improvements including public sanitary sewer improvements as set forth in Exhibit E and in accordance with the City Development Standards, this Agreement, and other required approvals; and WHEREAS, to the extent the Total Construction Cost exceeds the amount of $3,908,463, the City desires to share in the cost of the Public Improvements in an amount not exceeding $1,100,000.00 ("Ci 's Contribution to, Construction Co- -), representing the City's financial contribution .to the construction costs required to build the Public Improvements in accordance with the City of Anna Wastewater Master Plan and to account for the Oversized Capacity needed to serve the surrounding area; and WHEREAS, Developers understand and acknowledge that the obligations undertaken under this Agreement are primarily for the benefit of the Properties; and WASTEWATER BOACT FEE REMBURSEMENTAGREEMENT PAGE 2 2024 - 20240OW333800 03/25/2024 02:57 PM Page 17 of 61 WHEREAS, Developers understand and acknowledge that the Public Improvements to be constructed by Starlight and dedicated to the City under this Agreement will benefit the Developments by positively contributing to the enhanced nature of the Developments, increasing property values within the Properties, and encouraging investment and ultimate development of the Properties; and WHEREAS, Developers understand and acknowledge that their acceptance of this Agreement is not an exaction or a concession demanded by the City; rather, it is an undertaking of Developers' voluntary design to ensure consistency, quality, and adequate public improvements that will benefit the Developments and the Properties, including without limitation Developers' agreement to adhere to the Development Standards; and WHEREAS, the City and Developers understand and acknowledge that the construction of the Public Improvements and related purchasing and contracting under this Agreement are exempt from the competitive sealed bidding procedures of Chapter 252 of the Texas Local Government Code; and WHEREAS, the City recognizes the positive impact the Public Improvements will bring to the City and that said improvements will promote state and local economic development, stimulate business and commercial activity in the City for the development and diversification of the economy of the state, promote the development and expansion of commerce in the state, and reduce unemployment or underemployment in the state and that this agreement is a program under Chapter 380 of the Texas Local Government Code; and WHEREAS, except as otherwise expressly set forth to the contrary in this Agreement, the Parties intend that this Agreement shall supersede that certain Coyote Meadows Development Agreement recorded in the Official Public Records of Collin County, Texas as Document No. 20211203002458070 (as amended and assigned, the "Original Development A ee ent'� only to the extent that the Original Development Agreement directly conflicts with the terms or intent of this Agreement; and WHEREAS, unless expressly set forth to the contrary in this Agreement, the Parties intend this Agreement to supersede City Regulations and the City of Anna Wastewater Master Plan only to the extent that City Regulations and/or the City of Anna Wastewater Master Plan directly conflict with the terms of this Agreement. NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties hereby agree as follows: SECTION 2 DEFEnTIONS Certain terms used in this Agreement are defined in this Section 2. Other terms used in this Agreement are defined in the recitals or in other sections of this Agreement. Unless the context requires otherwise, the following terms shall have the meanings hereinafter set forth: Capital lnrprovement(s) shall have the meaning provided in Chapter 395, Texas Local Government Code. WASTEWATER nVWACT FEE REIMBURSEMENT AGREEMENT PAGE 3 2024 - 20240OW333800 03/25/2024 02:57 PM Page 18 of 61 Capital Improvements Plan ('VIP") means all capital improvements plan(s) duly adopted by the City under Chapter 395, Texas Local Government Code, as may be updated or amended from time to time. t ►► means the City of Anna, a home -rule municipality located in Collin County, Texas. QW Code means The Anna City Code of Ordinances. City Council means the governing body of the City. City Manager means the current or acting City Manager of the City of Anna or a person designated to act on behalf of that individual if the designation is in writing and signed by the current or acting City Manager. City Regulations means the City's applicable development regulations in effect on the Effective Date, including without limitation City Code provisions, ordinances (including without limitation park dedication fees), design standards (including without limitation pavement thickness), and other policies duly adopted by the City; provided, however, that as it relates to Public Infrastructure for any given phase, the applicable construction standards (including without limitation uniform building codes) shall be those that the City has duly adopted at the time of the filing of an application for a preliminary plat for that phase unless construction of said phase has not commenced within two (2) years of approval of such preliminary plat in which case the construction standards shall be those that the City has duly adopted at the time that construction commences. Construction Costs means any contributions, dedications or costs or fees actually paid for infiistructure improvements, as applicable, including without limitation the costs related to engineering, designing, surveying, permitting, constructing, inspecting, materials, supplies, labor, testing, financing, off -site third -party property/easement acquisitions, and all costs related in any manner to the Public Improvements. Coyote Meadows PropertLOwner means TFCC Coyote LLC, a Texas limited liability company. Development(s) means (a) individually the Coyote Meadows Property subdivision or the Cedar Ridge'Estates Property subdivision, or (b) collectively both subdivisions to be built on the Properties that are the subject of this Agreement. Development Standards mean the design specifications and construction standards permitted or imposed under the City Regulations and, as relates to construction of structures, those standards set forth in that certain Original Development Agreement approved by the City Council of the City of Anna, Texas by Resolution 2021-10-1033. Effective Date means the effective date of this Agreement, which shall be the date upon which all parties have fully executed and delivered this Agreement. Impact Fees means those wastewater impact fees assessed and charged against the Properties in accordance with Chapter 395 of the Texas Local Government Code and as defined WASTEWATERIMPACP FEE REEMBURSEMENT AGREEMENT PAGE 4 2024 - 20240OW333800 03/25/2024 02:57 PM Page 19 of 61 therein, including without limitation those impact fees paid by or on behalf of any owner, builder or contractor, or paid directly by a Party. For the avoidance of doubt, the term "Impact Fees" when capitalized in this Agreement shall not include roadway impact fees or water impact fees. Impact Fee Accounts means the interest -bearing deposit accounts maintained by the City pursuant to Section 395.024 of the Texas Local Government Code, as amended. Impact Fee Reimbursement means direct payments from the Impact Fee Accounts to reimburse Public Improvement Costs (which expressly include Construction Costs to the extent such Construction Costs are for the Public Improvements that the City requires Developers to construct pursuant to this Agreement or otherwise). Saginaw's Pro Rata Share of Construction Costs means Saginaw's portion of the engineering, design, and construction of the Public Improvements at the time of full and final completion, dedication and acceptance of the Public Improvements, and which cost is anticipated to be $938,031.36. Mayor means the Mayor of the City of Anna. Notice means any notice required or contemplated by this Agreement (or otherwise given in connection with this Agreement). Preliminary Plats means collectively the Coyote Meadows Preliminary Plat and Cedar Ridge Estates Preliminary Plat, both as. approved by the City Council for the development of the Properties as depicted in Exhibit B-1 and Exhibit B 2. Public Im vements means the Capital Improvements consisting of the public sanitary sewer infrastructure facilities listed in Section 3.3(a) and in Exhibit D and depicted in Exhibit E, and that will be dedicated to and maintained by the City to be constructed by Starlight. Public Infrastructure means all public water, wastewater/sewer, detention and drainage, roadway, park and trail, and other public infrastructure necessary to serve the Phase 1 development of each of the Properties andlor to be constructed and dedicated to the City by each Developer for its respective Development. Real EMerties Records of Collin CopgW means the official land recordings of the Collin County Clerk's Office. Starlight's Pro Rata Share of Construction —Costs means Starlight's portion of the engineering, design, and construction of the Public Improvements at the time of full and final completion, dedication and acceptance of the Public Improvements, and which cost is anticipated to be $2,970,432.64. Total Construction Cost means the final total combined cost of the Public Improvements . WASTEWATER IMPACT FEE REE M BURSEMEVT AGREEMENT PAGE 5 2024 - 20240OW33800 03/25/2024 02:57 PM Page 20 of 61 SECTION 3 PUBLIC IMMOVEIMENTS 3.1 Construction Ownership, and Transfer of Public Improvements. (a) Contract Specifications. BGE, Inc. shall prepare, or cause the preparation o& and provide the Parties with, contract specifications and necessary related documents for the Public Improvements. (b) Construction Standards. inspections and Fees. Except as otherwise expressly set forth in this Agreement, the Public Improvements shall be constructed and inspected, and all applicable fees, including but not limited to Impact Fees (subject to the terms hereof and any applicable credits or reimbursements), permit fees, and inspection fees, shall be paid by each Developer for its respective Development, in accordance with this Agreement, the City Regulations, and the regulations of any other governing body or entity with jurisdiction over the Public Improvements. (c) Contract Letting. The Parties understand that this Agreement and construction of the Public Improvements are legally exempt from competitive bidding requirements. BGE Inc. shall prepare, or cause the preparation of, and provide to the City all contract specifications and necessary related documents, including the contract proposal showing the negotiated total contract price and scope of work, for the construction of any portion of the Public Improvements that have not been awarded. (d) Ownership. All of the Public Improvements and Public Infrastructure shall be owned by the City upon acceptance of them by the City. Each Developer agrees to take any action reasonably required by the City to transfer, convey, or otherwise dedicate or ensure the dedication of land, right-of-way, or easements for each Developer's portion of the Public Improvements and Public Infrastructure to the City. 3.2 Operation and Maintenance. (a) Upon inspection, approval, and acceptance of the Public Improvements or any portion thereof; the City shall maintain and operate the accepted public infrastructure and provide retail sewer service to the Properties. (b) Within each Development, a homeowners association ("HOX) shall maintain and operate all open spaces, all required trails, amenity centers, common areas, landscaping, screening walls, Development signage and any other common improvements or appurtenances within the Properties that are owned by Developers, their successors or assigns, or the HOA, its successors or assigns, and not maintained or operated by the City. 3.3 Public Improvements (a) The Public Im Mvements are shown on Exhibit E and include: WASTEWATER IMPACT FEE REBOURSEMENT AGREEMENT PAGE 6 2024 - 20240OW333800 03/25/2024 02:57 PM Page 21 of 61 r (1) The Regional Sewer Lift Station in substantially the form and in the location shown on Exhibit E (which expressly replaces and/or modifies the Lift Station Improvements under the Original Development Agreement) (2) 950 linear feet of 18" Sanitary Sewer Main in Rosamond Parkway (3) 1,550 linear feet of 18" Sanitary Sewer Main in County Road 425 (4) 5,600 linear feet of 16" Sanitary Sewer Force Main connecting to the existing City of Anna Sewer Main along State Highway 5 (b) Developers' Obligations. (1) Starli is Obligations. Subject to (i) the terms of this Agreement and all of the payment and reimbursement obligations of the Parties herein, (ii) the City's timely acquisition of the Approvals, (iii) the City's approval of the CIP Amendment, and (iv) Saginaw granting all necessary access and construction rights to the Cedar Ridge Estates Property necessary to construct the Public Improvements, Starlight shall be responsible for funding Starlight's Pro Rata Share of Construction Costs and to the extent the Total Construction Cost exceeds $3,908,463 the City's Contribution to Construction Costs, and designing, installing, and constructing the Public Improvements identified in Section 3.3(a)(1)-(4) substantially as described in Exhibit E. Starlight shall provide the City and Saginaw with a detailed project account of all costs associated with the Public Improvements, including receipts, invoices, change orders, and bills paid affidavits as required for determining the final cost of each Public Improvement component to determine the Total Construction Costs ("Accountina'J. (2) Saginaw's Obligations. Subject to the terms of this Agreement, Saginaw shall be responsible for funding Saginaw's Pro Rata Share of Construction Costs of the Public Improvements as described in Exhibit D and granting all easements, rights -of -way, and access necessary to allow for the design, construction, installation, permanent dedication, and maintenance of any and all Public Improvements to be located on the Cedar Ridge Estates Property. (c) Timing of PAMc Improvement Obligifions. Subject to force majeure and the terms of this Agreement, Starlight shall commence construction of the Public Improvements on or before August 1, 2023. For the purposes of this Section, "commence construction of Public Improvements" shall mean for Starlight to select a contractor, hold a pre -construction meeting with the City, and engage in construction activities within the Properties, or within the Rosamond Parkway, County Road 425 corridors. Subject to force majeure and the terms of this Agreement, StarIight shall complete construction of the Public Improvements in a good and workmanlike manner on or before August 1, 2024; provided, however, Starlight shall not be responsible for any delays in the City acquiring the Approvals and/or the CIP Amendment for the Public Improvements as described below and Starlight's deadlines for commencement and completion of construction of the Public Improvements shall be extended by the same duration of any failure of the City to timely acquire any Approvals and/or the CIP Amendment. If on or before August 30, 2023 the City has not obtained the Approvals and the CIP Amendment as required herein, then this Agreement shall automatically terminate and the Parties shall have no further obligations hereunder. wASTEwATER IWACT FEE REII4MURSEMENT AGREEMENT PAGE 7 2024 - 20240OW333800 03/25/2024 02:57 PM Page 22 of 61 (d) City's Obligations. (1) On or before July 1, 2023, the City, shall acquire all off -site easements, consents, and rights -of -way, including any approvals from DART, required to construct the Public Improvements (collectively "Aunrovals'). If City is delayed in its acquisition of the Approvals, Starlight's deadlines shall be extended as set forth in Section 3.3lc1. The City may utilize condemnation authority to acquire the necessary easements and right-of-way in accordance with applicable law. If the City fails to obtain the Approvals by July 1, 2023, then City shall give written notice to Developers of such failure by July 7, 2023. City shall provide written notice to Developers within 5 days after City obtains the Approvals. (2) The City agrees that it will take all required actions to amend the City's CIP to include all the Public Improvements and the City's Contribution to Construction Costs CUP Amendment") within six (6) months of the Effective Date, including without limitation the City Council's consideration and final action of the same. Developers shall have no responsibility for any costs associated with the CIP Amendment. (3) The City shall pay Saginaw its Impact Fee Reimbursement and Starlight its Impact Fee Reimbursement on a quarterly basis from Impact Fees collected by the City through building permits issued within the respective Developer's Development once the City has accepted the Public Improvements. The Impact Fees collected from the Coyote Meadows Property (the "Coyote Meadows Impact Fees") shall be placed in a separate and clearly identifiable interest -bearing Impact Fee Account for the benefit of Starlight (the "Stark t Account"), and the Impact Fees collected from the Cedar Ridge Estates Property (the "Cedar Ridge Estates Impact Fees') shall be placed in a separate and clearly identifiable interest -bearing Impact Fee Account for the benefit of Saginaw (the "Saginaw Account 1. The City shall reimburse (i) Starlight by remitting Starlight's Impact Fee Reimbursement to Starlight from the Starlight Account (the "Starlight Reimbursement 1), and (ui) Saginaw by remitting Saginaw's Impact Fee Reimbursement to Saginaw from the Saginaw Account (the "Saginaw Reimbursement"). The City shall provide (Q Starlight the Starlight Reimbursement and (Y) Saginaw the Saginaw Reimbursement. (4) To the extent the Total Construction Cost exceeds $3,908,463 and Starlight fronted the City's Contribution to Construction Costs for the Construction Costs of the Public Improvements including any requirements to serve properties outside of the Development, the City shall review and approve Starlight's Accounting as it relates to the amount attributed to the City's Contribution to Construction Costs and reimburse Starlight for the City's Contribution to Construction Costs paid by Starlight in an amount not to exceed $1,100,000, it being acknowledged that funding for same shall be from such source or sources as determined by the City, in its discretion (which may or may not include sanitary sewer impact fees). The payment for the City's Contribution to Construction Costs shall be paid to Starlight within ten (10) days after the Public Improvements are completed and accepted by the City. SECTION 4 PAYEE INFORMATION 4.1 With respect to any and every type of payment/remittance due to be paid at any time by the City to Starlight or Saginaw after the Effective Date under this Agreement, the name and delivery address of the payees for such payment shall be: WASTEWATER EWPACT FEE REUdBURSEMENT AGREEMENT PAGE 8 2024 - 20240OW33800 03/25/2024 02:57 PM Page 23 of 61 r, Starlight Homes Texas, L.L.C. Attn: Robb Rigby 1800 Valley View Lane, Ste 100 Farmers Branch, Texas 75234 Saginaw Holdings, L.L.C. Attn: Landon Darwin 3045 Lackland Road Fort Wort, Texas 76116 Starlight and Saginaw may change the name of their respective payee and/or respective address set forth above by delivering written notice to the City designating a new payee for such Party. SECTION 5 ADDITIONAL OBLIGATfONS AND AGREEMENTS 5.1 Administration of Construction of Public Infrastructure. Subject to the terms of this Agreement, the Parties agree that Developers will be solely responsible to construct all Public Infrastructure. All public on -site and off -site infrastructure and all other related improvements will be considered a public project and the City will own all such Public Infrastructure upon completion and acceptance. 5.2 Q=Iiance with Development Standards. Developers agree as part of the consideration for this Agreement that all residential structures, amenities, buildings, and any other vertical construction within such Developer's Development shall meet or exceed all Development Standards and City Regulation including without limitation those applicable standards set forth in the Original Development Agreement. It is expressly understood and the Parties agree that City Regulations and Development Standards applicable to the Properties and its use and development include but are not limited to City Code provisions, ordinances, design standards, uniform codes, and other policies duly adopted by the City including without limitation any such regulations or requirements that were affected by the passage of Texas HB. 2439, 86(R), codified as Chapter 3000 of the Texas Government Code ("Materials and Methods Regulations"}; provided, however, to the extent of any conflict between the requirements of Materials and Methods Regulations and the requirements of this Agreement, this Agreement shall control. 5.3 Conflicts. When not in conflict with the terms and conditions of this Agreement, the development of the Properties shall be subject to all applicable City Regulations, including but not limited to the City's subdivision regulations and engineering design standards. In the event of any direct conflict between this Agreement and any other ordinance, rule, regulation, standard, policy, order, guideline, or other City adopted or City enforced requirement, whether existing on the Effective Date or hereinafter adopted, including the Original Development Agreement, this Agreement, including its exhibits, as applicable, shall control. 5.4 Public InfrastructureGenerally. Except as otherwise expressly provided for in this Agreement or other agreements of public record, Developers shall provide all Public Infrastructure necessary to serve the Properties, including streets, utilities, drainage, sidewalks, WASTEWATME"ACr FEE REIMBURSEMENT AGREEMENT PAGE 9 2024 - 20240OW33800 03/25/2024 02:57 PM Page 24 of 61 H trails, street lighting, street signage, and all other required improvements, at no cost to the City except as expressly provided in this Agreement and as approved by the City Manager. Developers shall cause the installation of the Public Infrastructure within all applicable time frames in accordance with the City Regulations unless otherwise established in this Agreement. Developers shall provide engineering studies, plan/profile sheets, and other construction documents at the time of platting as required by City Regulations. Such plans shall be approved by the City's Public Works Department prior to approval of a final plat. Construction of any portion of the Public Infrastructure shall not be initiated until a pre -construction conference with a City representative has been held regarding the proposed construction and the City has issued a written notice to proceed. No final plat may be recorded in the Real Properties Records of Collin County until construction of all Public Infrastructure shown thereon shall have been constructed, and thereafter inspected, approved and accepted by the City. 5.5 Maintenance Bonds. For each construction contract for any part of the Public Infrastructure or component thereof on such Developer's portion of the Property, such Developer or Developer's contractor, as applicable, must execute a maintenance bond in accordance with applicable City Regulations that guarantees the costs of any repairs that may become necessary to any part of the construction work performed in connection with such part or component of the Public Infrastructure on such Developer's portion of the Property, arising from defective workmanship or materials used therein, for a full period of two (2) years from the date of final acceptance of the Public Infrastructure constructed under such contract. 5.6 Inspections. Acceotance of Public Infrastructure, and Developers' Remedy. (a) Inspections. Generally. The City shall have the right to reasonably inspect, as required by City regulations, the construction of all Public Infrastructure necessary to support the Developments, including water, wastewater/sanitary sewer, drainage, roads, streets, alleys, park facilities, electrical, and street lights and signs. The City's inspections and/or approvals shall not release Developers from their respective responsibility to construct, or cause the construction of adequate Public Infrastructure on such Developer's portion of the Property in accordance with approved engineering plans, construction plans, and other approved plans related to the development of the Properties. Notwithstanding any provision of this Agreement, it shall not be a breach or violation of this Agreement if the City temporarily withholds City utility services as to a portion of any Development until the applicable Developer owning or developing such Development has met its respective obligations to provide for required Public Infrastructure necessary to serve such portion of its Development according to the approved engineering plans, City Regulations and Development Standards, and until such Public Infrastructure has been dedicated to and accepted by the City, which acceptance shall not be unreasonably withheld, conditioned, or delayed. Notwithstanding the foregoing, the City may not withhold utility services to any portion of the Development if all necessary public infrastructure has been properly constructed and accepted by the City for such portion of the development, even if infrastructure for other portions of the Development have not yet been completed Notwithstanding anything to the contrary herein, each Developer shall only be responsible for the construction of Public Infrastructure for its respective Development and the failure or breach by one Developer in constructing its applicable portion of Public Infrastructure shall not constitute a failure or breach by the other Developer hereunder. WAMWATER EffACT FEE RERMURSEMENT AGREEMENT PAGED 2024 - 20240OW33800 03/25/2024 02:57 PM Page 25 of 61 P (b) Ownership From and after the inspection and acceptance by the City ofthe Public Infrastructure and any other dedications required under this Agreement, such improvements and dedications shall be owned and maintained by the City. (c) &Rroval of Plats/Plans. Approval by the City, the City's engineer, or other City employee or representative, of any plans, designs, or specifications submitted by Developers pursuant to this Agreement or pursuant to the City Regulations shall not constitute or be deemed to be a release of the responsibility and liability of Developers or any other responsible party for the accuracy and competency of their design and specifications. Further, any such approvals shall not be deemed to be an assumption of such responsibility and liability by the City for any defect in the design and specifications prepared by Developers or any other responsible party, it being the intent of the parties that approval by the City signifies only the City's approval of the general design concept of the improvements to be constructed. 5.7 Insurance. Each Developer or its general contractor(s)for construction of its Public Improvements and the Public Infrastructure shall acquire and maintain, during the period of time when any of the Public Improvements or Public Infrastructure is under construction (and until the full and final completion of the Public Improvements and/or Public Infrastructure, as applicable, and acceptance thereof by the City): (a) workers compensation insurance in the amount required by law; and (b) commercial general liability insurance including personal injury liability, premises operations liability, and contractual liability, covering, but not limited to, the liability assumed under any indemnification provisions of this Agreement, with limits of liability for bodily injury, death and property damage of $1,000,000.00. Each Developer's insurance shall also cover claims which might arise out of its Public Improvements and/or Public Infrastructure construction contracts, as applicable, whether by Developers, a contractor, subcontractor, material man, or otherwise. Coverage must be on a "per occurrence" basis. All such insurance shall: () be issued by a carrier which is rated "A-]" or better by A.M. Best's Key Rating Guide and licensed to do business in the State of Texas; and (ii) name the City as an additional insured and contain a waiver of subrogation endorsement in favor of the City. Upon the execution of Public Improvement and/or Public Infrastructure construction contracts, as applicable, such Developer shall provide or cause to be provided to the City certificates of insurance evidencing such insurance coverage, along with the endorsement naming the City as an additional insured. Each such policy shall provide that, at least thirty (30) days, except ten (10) days for non-payment, prior to the cancellation of the same, the City shall receive written notice of such cancellation. 5.8 INDEMNIF ATION and HOLD HARMLESS. EACH DEVELOPER, INCLUDING ITS RESPECTIVE SUCCESSORS AND ASSIGNS, HEREBY COVENANTS AND AGREES TO RELEASE, DEFEND, HOLD HARMLESS, AND INDEMNIFY THE CITY AND ITS OFFICERS, OFFICIALS, AGENTS, REPRESENTATIVES, SERVANTS AND EMPLOYEES (COLLECTIVELY, THE "RELEASED PARTIES'J, FROM AND AGAINST ALL THIItD-PARTY CLAIMS, SUITS, JUDGMENTS, DAMAGES, AND DEMANDS (TOGETHER, "CLAIMS I AGAINST THE CITY OR ANY OF THE RELEASED PARTIES, WHETHER REAL OR ASSERTED INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEY-S FEES, RELATED EXPENSES, EXPERT WITNESS FEES, CONSULTANT FEES, AND OTHER COSTS, ARISING OUT OF THE NEGLIGENCE OF SUCH DEVELOPER, INCLUDING THE NEGLIGENCE OF ITS RESPECTIVE EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, MATERIAL MEN, AND/OR AGENTS, IN WASZEWATER IM PACT FI :E REMBURSEMENrAGREEM ENT PAGE 11 2024 - 20240OW333800 03/25/2024 02:57 PM Page 26 of 61 CONNECTION WITH THE DESIGN OR CONSTRUCTION OF ANY PUBLIC INFRASTRUCTURE, STRUCTURES, OR OTHER FACILITIES OR IMPROVEMENTS THAT ARE REQUIRED OR PERMITTED UNDER THIS AGREEMENT; AND IT IS EXPRESSLY UNDERSTOOD THAT SUCH CLAIMS SHALL. EXCEPT AS MODIFIED BELOW, INCLUDE CLAIMS EVEN IF CAUSED BY THE CITY'S OWN CONCURRENT _NEGLIGENCE SUBJECT TO THE TERMS OF THIS SECTION. NOTWMMTANDING THE FOREGOING, EACH DEVELOPER SHALL NOT, HOWEVER, BE REQUIRED TO INDEMNYFY THE CITY AGAINST CLAIMS CAUSED BY THE CITY'S OWN NEGLIGENCE, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. IF THE CITY INCURS CLAIMS THAT ARE CAUSED BY THE CONCURRENT NEGLIGENCE OF A DEVELOPER AND THE CITY, SUCH DEVELOPER'S INDEMNITY OBLIGATION WILL BE LIMITED TO A FRACTION OF THE TOTAL CLAIMS EQUIVALENT TO SUCH DEVELOPER'S OWN PERCENTAGE OF RESPONSIBILITY. EACH DEVELOPER, INCLUDING ITS RESPECTIVE SUCCESSORS AND ASSIGNS, FURTHER COVENANTS AND AGREES TO RELEASE, DEFEND, HOLD HARMLESS, AND INDEMNIFY, THE CITY AGAINST ANY AND ALL CLAIMS BY ANY PERSON CLAIMING AN OWNERSHIP INTEREST IN THE PROPERTIES PRIOR TO THE EFFECTIVE DATE WHO HAS NOT SIGNED THIS AGREEMENT IF SUCH CLAIMS RELATE IN ANY MANNER OR ARISE IN CONNECTION WITH: (1) THE CITY'S RELIANCE UPON DEVELOPERS' REPRESENTATIONS IN THIS AGREEMENT; OR (2) THIS AGREEMENT OR OWNERSHIP OF THE PROPERTIES. NOTWITHSTANDING THIS PROVISION OR ANY OTHER PROVISION OF THIS AGREEMENT, STARLIGHT SHALL NOT BE OBLIGATED TO INDEMNIFY, DEFEND, OR HOLD THE CITY HARMLESS FOR SAGINAW'S ACTS OR OMISSIONS, OR THE ACTS OR OMISSIONS OF SAGINAW'S AGENTS, SERVANTS, CONTRACTORS, SUBCONTRACTORS, MATERIAL MEN, OR EMPLOYEES; AND SAGINAW SHALL NOT BE OBLIGATED TO INDEMNIFY, DEFEND OR HOLD THE CITY HARMLESS FOR STARLIGHT'S ACTS OR OMISSIONS, OR THE ACTS OR OMISSIONS OF STARLIGHT'S AGENTS, SERVANTS, CONTRACTORS, SUBCONTRACTORS, MATERIAL MEN OR EMPLOYEES. THIS SECTION SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT. 5.9 Status of Parties. At no time shall the City have any control over or charge of Developers' (or its contractors') design, construction or installation of any of the Public Infrastructure, nor the means, methods, techniques, sequences or procedures utilized for said design, construction or installation. This Agreement does not create a joint enterprise or venture or employment relationship between the City and Developers. SECTION 6 EVENTS OF DEFAULT: REMEDIES 6.1 Events of Default. No Party shall be in default under this Agreement until notice of the alleged failure of such Party to perform has been given in writing to all Parties (which notice shall set forth in reasonable detail the nature of the alleged failure) and until such Party has been given a reasonable time to cure the alleged failure (such reasonable time to be determined based on the nature of the alleged failure, but in no event Less than thirty (30) days or any longer time period to the extent expressly stated in this Agreement as relates to a specific failure to perform) after written notice of the alleged failure has been given except as relates to a type of default for WASTEWATER IMPACT FEE REMMURSEMENTAGREEMENT PAGE 12 2024 - 20240OW33800 03/25/2024 02:57 PM Page 27 of 61 I which a different time period is expressly set forth in this Agreement. Notwithstanding the foregoing, (a) no Party shall be in default under this Agreement if, within the applicable cure period, the Party to whom the notice was given begins performance and thereafter diligently and continuously pursues performance until the alleged failure has been cured; and (b) a Party shall be in default of its obligation to make any payment required under this Agreement if such payment is not made within twenty (20) Business Days after it is due. 6.2 Remedies. Except as otherwise set forth in this Agreement, as compensation for another parry's default, an aggrieved Party may seek specific performance of the other party's obligations under this Agreement. Notwithstanding the foregoing, however, no default under this Agreement shall: (a) entitle the City to terminate this Agreement or to suspend performance under this Agreement (except as otherwise expressly set forth in this Agreement); or (b) adversely affect or impair the current or future obligations of the City to provide water, sewer and other Municipal Services to the Properties in accordance with applicable law. Notwithstanding the foregoing or any other provision of this Agreement, the city may withhold City utility services as to any portion of a Development until all Public Improvements necessary to serve such portion of the Development is properly constructed according to the approved engineering plans and City Regulations, and until such Public Improvement has been dedicated to and accepted by the City, which acceptance shall not be unreasonably withheld, conditioned or delayed. SECTION 7 ASSIGNMENT, ENCUMBRANCE 7.1 Assignment. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the Parties and signatories hereto. Each Party may freely assign, in whole or in part, its respective obligations, requirements, or covenants to develop its respective portion of the Properties under to this Agreement to any affiliate or related entity of Developers, or any lien holder on the Properties, or to TFCC Coyote LLC, or to an entity that is or will become a future owner of all or a portion to the Property, without the prior written consent of the City. Except as otherwise provided in this paragraph, the obligations, requirements or covenants for the development of the Properties shall not be assigned, in whole or in part, by Developers to a non - affiliate or non -related entity of Developers without the prior written consent of the City Manager, which consent shall not be unreasonably withheld or delayed if the assignee demonstrates financial ability to perform. Any reimbursement or receivables due under this Agreement (e.g., the Impact Fee Reimbursement) may be assigned by the respective Developer due such reimbursement or receivable without the consent of, but upon written notice to the City pursuant to the terms hereof (and upon such assignment of reimbursement or receivables, the City will pay the reimbursement directly to the assignee unless otherwise notified in writing). An assignee who assumes such forgoing obligations shall be considered a "Party" for the purposes of this Agreement. Each assignment shall be in writing executed by the respective Developer and its assignee and shall obligate the assignee to be bound by this Agreement to the extent this Agreement applies or relates to the obligations, rights, title, or interests being assigned. No assignment by a Developer shall release such Developer from any liability that resulted from an act or omission by such Developer that occurred prior to the effective date of the assignment unless the City approves the release in writing. Each Developer shall maintain written records of all assignments made by such Developer to assignees, including a copy of each executed assignment and, upon written request from any Party or assignee, shall provide a copy of such records to the requesting person or entity, and this WASTEWATER EMACr FEE REU4EBURSEMENT AGREEMENT PAGE 13 2024 - 20240OW333800 03/25/2024 02:57 PM Page 28 of 61 obligation shall survive the assigning Party's sale, assignment, transfer, or other conveyance of any interest in this Agreement or the Properties. 7.2 Assignees as Parties. An assignee authorized in accordance with this Agreement and for which notice of assignment has been provided in accordance herewith shall be considered a "Party" for the nurooses of this Amreement. 7.3 Third Part+ Beneficiaries. Except as otherwise provided herein, this Agreement inures to the benefit of, and may only be enforced by, the Parties. No other person or entity shall have any right, title, or interest under this Agreement or otherwise be deemed to be a third party beneficiary of this Agreement. 7.4 Notice of Assignment. The following requirements shall apply in the event that either Starlight or Saginaw sells, assigns, transfers, or otherwise conveys its respective interest in the Properties or any part thereof and/or any of its respective rights or benefits under this Agreement: (i) such Party must provide written notice to the other Parties to the extent required under this section at least fifteen (15) business days after any such sale, assignment, transfer, or other conveyance; (ii) said notice roust describe the extent to which any rights or benefits under this Agreement were sold, assigned, transferred, or otherwise conveyed; (iii) said notice must state the name, mailing address, telephone contact information, and, if known, email address, of the person(s) that will acquire any rights or benefits as a result of any such sale, assignment, transfer or other conveyance; and (iv) said notice must be signed by a duly authorized person representing such Party and a duly authorized representative of the person that acquired any rights or benefits as a result of the sale, assignment, transfer or other conveyance. SECTION 8 RECORDATION AND ESTOPPEL CERTIFICATES 8.1 Binding Obligations. This Agreement and all amendments thereto and assignments hereof shall be recorded in the Real Properties Records of Collin County. This Agreement binds and constitutes a covenant running with the Properties and, upon the Effective Date, is binding upon Developers, Coyote Meadows Property Owner and the City, and forms a part of any other requirements for development within the Properties. This Agreement, when recorded, shall be binding upon the Coyote Meadows Property Owner, the Parties and their successors and assigns as permitted by this Agreement and upon the Properties. Notwithstanding the foregoing, this Agreement shall not bind or encumber any residential lot or residence located thereon within the Properties that is sold to a third party homeowner. 8.2 Estoppel Certificates. From time to time, upon written request of a Party or any future owner or penholder, and upon the payment to the City of a $100.00 fee plus all reasonable costs incurred by the City in providing the certificate described in this section, including without limitation attorney's fees and related costs, the City Manager, or his/her designee will, in his/her official capacity and to his/her reasonable knowledge and belief, execute a written estoppel certificate which shall include, but not necessarily be limited to, statements that this Agreement is in full force and effect without default (or if default exists, identifying any obligations of an Party or owner under this Agreement that are in default and the nature of the default and curative action which should be undertaken to cure same), the remaining term of this Agreement and such other matters reasonably requested by the party to receive the certificate. WASTEWATER E"ACT FEE REIMBURSEMENT AGREEMENT PAGE 14 2024 - 20240OW333800 03/25/2024 02:57 PM Page 29 of 61 SECTION 9 GENERAL PROVISIONS 9.1 Term. Except with respect to any earlier termination effected under this Agreement, this Agreement shall terminate upon satisfaction of all obligations by all Parties or the expiration of twenty-five (25) years after the Effective Date, whichever occurs earlier. 9.2 Recitals. The recitals contained in this Agreement: (a) are true and correct as of the Effective Date; (b) form the basis upon which the Parties negotiated and entered into this Agreement; and (c) reflect the final intent of the Parties with regard to the subject matter of this Agreement. In the event it becomes necessary to interpret any provision of this Agreement, the intent of the Parties, as evidenced by the recitals, shall be taken into consideration. and, to the maximum extent possible, given full effect. The Parties have relied upon the recitals as part of the consideration for entering into this Agreement and, but for the intent of the Parties reflected by the recitals, would not have entered into this Agreement. 9.3 Notices. Any notice, submittal, payment or instrument required or permitted by this Agreement to be given or delivered to any party shall be deemed to have been received when delivered personally or upon the expiration of 72 hours following deposit of the same in any United States Post Office, registered or certified mail, postage prepaid, addressed as follows: To the City: City of Anna, Texas Attn: City Manager 11 I N. Powell Parkway Anna, TX 75409 With a copy to: Wolfe, Tidwell & McCoy, LLP Attn: Clark McCoy 2591 Dallas Parkway, Suite 300 Frisco, TX 75034 To Starlight: Starlight Homes Texas, L.L.C. Attn: Daniel Satsky 1800 Valley View Lane, Ste 100 Farmers Branch, Texas 75234 With a copy to: Starlight Homes Texas, L.L.C. Attn: Christina Malone & Ruth Mitchell 3820 Mansell Rd., Suite 400 Alpharetta, Georgia 30022 WASTEWATER BIPACI' FEE REE"URSEMENT AGREEMENT PAGE 15 2024 - 20240OW333800 03/25/2024 02:57 PM Page 30 of 61 91 To Saginaw; Saginaw 106, LTD Attn: Landon Darwin 3045 Lackland Road Fort Worth, Texas 76116 Saginaw 106, LTD With a copy to: Attu: Sarah Powers 3045 Lackland Road Fort Worth, Texas 76116 Any Party may change its address or addresses for delivery of notice by delivering written notice of such change of address to the other Parties. 9.4 Interpretation. The Parties acknowledge that each has been actively involved in negotiating this Agreement. Accordingly, the rule of construction that any ambiguities are to be resolved against the drafting Party will not apply to interpreting this Agreement In the event of any dispute over the meaning or application of any provision of this Agreement, the provision will be interpreted fairly and reasonably and neither more strongly for nor against any Party, regardless of which Party originally drafted the provision. 9.5 Time. In this Agreement, time is of the essence and compliance with the times for performance herein is required. 9.6 Authg= and Enforceabiki . The City represents and warrants that this Agreement has been approved by official action by the City Council of the City in accordance with all applicable public notice requirements (including, but not limited to, notices required by the Texas Open Meetings Act) and that the individual executing this Agreement on behalf of the City has been duly authorized to do so. Starlight represents and warrants that this Agreement has been approved by the appropriate action of Starlight, and that the individual executing this Agreement on behalf of Starlight has been duly authorized to do so. Saginaw represents and warrants that this Agreement has been approved by the appropriate action of Saginaw, and that the individual executing this Agreement on behalf of Saginaw has been duly authorized to do so. Each Party respectively acknowledges and agrees that this Agreement is binding upon such Party and is enforceable against such Party, in accordance with its terms and conditions. 9.7 Severability. This Agreement shall not be modified or amended except in writing signed by the Parties. If any provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable for any reason, then: (a) such unenforceable provision shall be deleted from this Agreement; (b) the unenforceable provision shall, to the extent possible and upon mutual agreement of the parties, be rewritten to be enforceable and to give effect to the intent of the Parties; and (c) the remainder of this Agreement shall remain in full force and effect and shall be interpreted to give effect to the intent of the Parties. 9.8 Auplicable Law. Venue. This Agreement is entered into pursuant to, and is to be construed and enforced in accordance with, the laws of the State of Texas, and all obligations of the Parties are performable in Collin County. Exclusive venue for any action related to, arising out of, or brought in connection with this Agreement shall be in the Collin County District Court WASTEWATERBUACP FEE RErMBURSEMENr AGREEMENT PAGE 16 2024 - 20240OW33800 03/25/2024 02:57 PM Page 31 of 61 9.9 Non -Waiver. Any failure by a Party to insist upon strict performance by the other Party of any material provision of this Agreement shall not be deemed a waiver thereof, and the Party shall have the right at any time thereafter to insist upon strict performance of any and all provisions of this Agreement. No provision of this Agreement may be waived except by writing signed by the Party waiving such provision. Any waiver shall be limited to the specific purposes for which it is given. No waiver by any Party of any term or condition of this Agreement shall be deemed or construed to be a waiver of any other term or condition or subsequent waiver of the same term or condition. 9.10 Counternarts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and constitute one and the same instrument 9.11 Force Majeure. Each Party shall use good faith, due diligence and reasonable care in the performance of its respective obligations under this Agreement, and time shall be of the essence in such performance; however, in the event a Party is unable, due to force majeure, to perform its obligations under this Agreement, then the obligations affected by the force majeure shall be temporarily suspended equal to the time period the Party was delayed, except that the obligation of any Party to make any payments required pursuant to this Agreement shall not be suspended by force majeure. Within three (3) business days after the occurrence of a force majeure, the Party claiming the right to temporarily suspend its performance, shall give Notice to all the Parties, including a detailed explanation of the force majeure and a description of the action that will be taken to remedy the force majeure and resume full performance at the earliest possible feasible time. The term "force majeure" shall include any delay due to any of the following acts or events: (a) wars, terrorism, civil disturbances, riots, insurrections, civil unrest, vandalism and sabotage; (b) transportation disasters, whether by sea, rail, air or land; (c) strikes, lockouts, work stoppage or slowdowns or other labor disputes or material shortages; (d) actions or failures to act of a governmental authority, including any changes to the plans and specifications required as a condition to the issuance of any permits or any changes in laws or codes not reasonably foreseeable on the Effective Date, and any delay in issuance of permits or certificates of occupancy by any governmental authority having jurisdiction, but excluding delays due to conditions that violate applicable codes and regulations; (e) adverse weather conditions, including rain of unusual duration or volume, hurricanes, lightning, tornadoes, earthquakes, floods or acts of God; (i) epidemics or pandemics or any governmental orders, actions, shut -downs, mandates, restrictions or quarantines or any quasi -governmental orders, actions, shut -downs, mandates, restrictions or quarantines resulting from any epidemics or pandemics, and any public health emergencies whether declared by local, state or federal governmental authorities or agencies; (g) labor shortages or moratoriums; (h) fire or other material casualty; (i) mechanical failure of equipment; 0) utility delays or interruptions; (k) any emergency event that threatens imminent harm to property or injury to persons; (1) any other causes of any kind whatsoever, whether similar to those enumerated or not which are beyond the control of such Party in the performance of its obligations hereunder; provided, however, in all cases, only to the extent that the Party claiming force majeure (1) did not cause such force majeure condition, and (2) throughout the pendency of such force majeure condition, utilizes commercially reasonable efforts to minimize the impact and delays caused by such force majeure condition. If a Party is delayed due to force majeure, then such Party shall provide written notice of the delay and applicable extension of time periods to the other Parties. WASTEWATER UffAC r FEE REBMIIRSEMENT AGREEMENT PAGE 17 2024 - 20240OW33800 03/25/2024 02:57 PM Page 32 of 61 9.12 Complete Agreement. This Agreement embodies the entire Agreement between the Parties and cannot be varied or terminated except as set forth in this Agreement, or by written agreement of the City and Developers expressly amending the terns of this Agreement. By entering into this Agreement, the Parties understand and agree that any previous agreements or understanding between the parties are null and void. 9.13 Consideration. This Agreement is executed by the Parties hereto without coercion or duress and for substantial consideration, the sufficiency of which is hereby acknowledged. 9.14 Limited Waiver of Immunity. The Parties are entering into this Agreement in reliance upon its enforceability. Consequently, the City unconditionally and irrevocably waives all claims of sovereign and governmental immunity which it may have (including, but not limited to, immunity from suit and immunity to liability) to the extent, but only to the extent, that a waiver is necessary to enforce specific performance of this Agreement (including all of the remedies provided under this Agreement) and to give full effect to the intent of the Parties under this Agreement. Notwithstanding the foregoing, the waiver contained herein shall not waive any immunities that the City may have with respect to claims of injury to persons or property, which claims shall be subject to all of their respective immunities and to the provisions of the Texas Tort Claims Act Further, the waiver of immunity herein is not enforceable by any party not a Party to this Agreement, except for any party that may be construed to be a third -party beneficiary to this Agreement. 9.15 Vested Rights. This Agreement shall constitute a "permit" (as defined in Chapter 245 of the Texas Local Government Code) that is deemed filed with the City on the Effective Date and Developers do not hereby waive or release any rights that Developers may now or thereafter have with respect to any rights under Chapter 245 of the Texas Local Government Code. 9.16 ExhibiLs. The following exhibits are attached to this Agreement and are incorporated herein for all purposes: Exhibit A Metes and Bounds Description of the Properties Exhibit B Preliminary Plats for the Properties Exhibit C Intentionally Deleted Exhibit D Sanitary Sewer Public Improvements — Opinion of Probable Construction Cost Exhibit E Sanitary Sewer Public Improvements — Plans and Specifications [SIGNATURES PAGES AND EXHIBITS FOLLOW, REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] WASTEWATER FACT FEE REMBURSEMENT AGREEMENT PAGE 18 2024 - 20240OW333800 03/25/2024 02:57 PM Page 33 of 61 EXECUTED BY THE PARTIES TO BE EFFECTIVE ON THE EFFECTIVE DATE: CITY: CITY OF ANNA, a home -rule municipal' in oll' o ty, Texas By: Name: Nate Pike Title: Mayor Date: Zga&tzi STATE OF TEXAS COUNTY OF COLLIN This instrument was acknowledged before me on thisO/Ay of 2023, Nate Pike, Mayor of the City of Anna, a home -rule municipality in Collin iffe4fixty, Texas. .•`',`n'r'o'��.,, CARRIE L. LAND _M' = Notary Public. State o1 Texas '* T Comm. Expires 02-04-2027 Notary ID 11419404 Notary Public, State of Texas [SEAL] WASTEWATER IMPACT FEE REIMBURSEMENT AGREEMENT SIGNATURE PAGE 1 2024 - 20240OW333800 03/25/2024 02:57 PM Page 34 of 61 STARLIGHT: STARLIGHT HOMES TEXAS, L.L.C., a Texas limited liability company By: Name: 0j I p A S Title:-P THE STATE OF TEXAS COUNTY OF DAL LAS Thi§ instrument was acknowledged before me on the L-1 day of l.G 2023, by }Cisof Starlight Homes Texas, L.L.C., a Texas Limited Liability Comp MwbU Cak" f ' UM3 Ewa Z/p low IZri" os Notary PAlic in and for the State of Texas OF WASTEWATER IWAC TFEE REEWBURSEMENT AGREEMENT SIGNATURE PAGE 2 2024 - 20240OW33800 03/25/2024 02:57 PM Page 35 of 61 SAGINAW: SAGINAW 106, LTD., a Texas limited partnership By: Windfall Investments, Inc.., a Texas corporation, its general partner now"i �A,//,/ Title:�� . &<, THE STATE OF TEXAS COUNTY OF COLLIN This instrument was acknowledged before me on the R I day of 2023, by t'rAtjVlee+ President of Windfall Investments, Inc., general partner to Saginaw 106, LTD, on behalf of said entity. .�"""��, TINA hR1CHELLE LEWIS _Notary Public. Stare of Texas Comm. Expires 06-16.2025 '' Notary ID 125179689 Notary Public in and fortfie State of Texas WASTEWATER IMPACT FEE REIMBURSEMENT AGREEMENT SIGNATURE PAGE3. 2024 - 20240OW33800 03/25/2024 02:57 PM Page 36 of 61 ACKNOWLEDGED AND AGREED TO BY COYOTE MEADOWS PROPERTY OWNER: TFCC COYOTE LLC, a Texas limited liability company By: �9 Name: Seth Greenspan Title: Vice President THE STATE OF 1�MS•- Virginia § COUNTY OF DA= " Richmond § This instrument was acknowledged before me on the 11th day of April 2023, by Seth Greenspan of TFCC Coyote LLC, a Texas Limited Liability Company. y, Kushena J Woods REGISTRATION NUMBER COMMISSION EXPIRES 6hJuly Notarized online using audio -video Communication �� Notary Public jX and for the State of 1!6x • Virginia WASTEWATER IMPACT FEE REIMBURSEMENT AGREEMENT SIGNATURE PAGE I 2024 - 20240OW33800 03/25/2024 02:57 PM Page 37 of 61 Exhibit A 1 METES AND BOUNDS DESCRIPTION OF THE COYOTE MEADOWS PROPERTY 7LLL71 Y1O.maxdIxd armfair 1�4 wwxL+*F ALMwJf♦L flaw IN rr rLxwn Jrmxr.7io1 �rp�Td rel. r.mmxrmrrMmwd� Oe.rr7�riJs J. drmid llJmTtr1011J810 d dm•OrxamBdooiMO�wlf.Tns4wlMyMasmtrrwroegMx@LhsiT7xd.ir arixmmda rr.lmdYTK*,ddWTs rerdd In amr..d ML m= ==Mbia.RCdR� Rd NomaIFOAS Tm 4..1sm asl.mrlds mrdalbLrV oorr.xy� WM dntd..e b 1hom.e frrfdmir .ax..dm. a..s/ d.r l Ymdr Wrxmme6 m.dfAxJem1LIM•dYq d dr sr+rwd rsm r ■ d iss mdt , L axwa n wl Wd L q a �.d mrAd r xmtxre[ ra 7<rD0lmOm101Jq dA TImQ. ■frIOL31'r4 JiLlO bd b d• swrma wnw 1 W WMa OaF M hl�f a s W w,pd� Jw r T rd x rrrsy MIxCLrLPtlYLriQA76eJrit+r T sell dArdstyRrlmW d•sm.lmlmtmnl mmli6 7rllflENrd rif.erdpr.eywbm.rh r.ri.e.sW.ni•dmS4N :•�r9xd101L3LTr�.dwrmaj%w. 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L1L Jr W srrYd Y Ym®f ra. fasri rm�Ad rdb kA�,Tx•4 lfffl[f,r VAJ W.khv r•d"9 d7 40% Omit T.xlrrrdaxradW WA"m Ina 10AI 4dad aid r.mti J1mL fvp Ono" haws dada CddL 3u d xmtlady.fYY rY s.b.rr awl.ldd dYlmrrd imJ7r L.l r d• •rda.wt memos• Adaas m W yr{ Y dr ad ilYldm♦ rm a L x.drsr mr LaL.r Am aldsdw/l' M91C.dr Ws WsliNdml fmf dLYrM.ryl+r.s•bd•ds•rs.m.ddwe ■Gr§rAr L U0340 &M b Lravar LmLaft L Tf wwar k tomb" wmMo n&2rL{EJxI•dd.ssdlmedrrdr.arrdlrebaLmdf fx}xC.II.TJLVLTrL7reredrd rrmm APdd.wre+rfrraJralmd.lfsrtrr rrLxvorodr tr.ald wd wdlMlgJJe4aTwrsrwddL7 erdY..L NII bfd.ddsdu.aladi mordyddu.W rmmMaSLLMlrmdfwL WASTEWATER <MPACT FEE REIMBURSEMENT AGREEMENT EXHESIT A-1 2024 - 20240OW33800 03/25/2024 02:57 PM Page 38 of 61 Eahib t A-2 METES AND BOUNDS DESCRIPTION OF THE SAGINAW PROPERTY METES AND BOUNDS DESCRIPTION FOR 39.747 ACRES SITUATED IN THE COUNTY OF COLLIN, STATE OF TEXAS, BEING A PART OF THE J.C. BRANfLEY SURVEY, ABSTRACT NO. 114. AND BEING ALL OF THE SAME TRACT OF LAND DESCRIBED AS 17.268 ACRES CONVEYED TO TEX PROPERTIES GROUP, LLC, BY DEED RECORDED IN COLLIN COUNTY NUMBER 2D2002DMW16618a DEED RECORDS, COLLIN COUNTY. TEXAS. AND BEING ALL OF THE SAME TRACT OF LAND DESCRIBED AS 22432 ACRES CONVEYED TO TEX PROPERTIES GROUP. U.C. BY DEED RECORDED IN COLLIN COUNTY NUMBER 201810040QI244950, DEED RECORDS. COWN COUNTY, TEXAS AND BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGINNING, AT A FOUND 5/8' STEEL ROD B13NG SOUTHEAST CORNER OF A &DD ACRE TRACT OF LAND CONVEYS. D TO JAMB E1ROD BY DEED RECORDED IN COLLIN COUNTY NUMBER 201SIOD40DI244950 DEED RECORDS COLLIN COUNTY TEXAS ALSO BEING THE NORTHEAST CORNER OF SAID 22432 ACRE TRACT ALSO BEING IN A COUNTY ROAD. THENCE, SOUTH 010 39' 41" WEST LEAVING THE COUNTY ROAD AND CONTINUING ALONG THE WEST LINE OF COUNTY ROAD NO.425 A DISTANCE OF 1011.50 FEE TO A FOUND 5/B"STEEL ROD; THENCE NORTH Sr 03' 34" WEST PASSING A FOUND 1/2' STEEL ROD AT 15.00 FEET AND CONTINUING FOR A TOTAL DISTANCE OF 799.24 FEET TO A FOUND 1 /7' STEEL ROD; THENCE NORTH 890 07 3V' WEST A DISTANCE OF 744.06 FEET TO A SET 1/2' STEEL ROD BEING THE SOUTHWEST CORNER OF SAID 17.268 ACRE TRACT; THENCE, NORTH 020 SY O7 WEST A DISTANCE OF 733.91 FEET TO A FENCE CORNER POST MARKING AN ANGLE PONT IN THE WEST LINE OF SAID 17.268 ACRE TRACT; THENCE NORTH 366 29' 31' EAST A DISTANCE OF 771.75 FEET TO A SET 1 /2' STEEL ROD IN THE SOUTH LINE OF COUNTY ROAD NO.4M THENCE ALONG THE SOUTH LINE OF COUNTY ROAD NO.427 THE FOLLOWING CALLS AND DISTANCES: SOUTH Sr 38! W' EAST A DISTANCE OF 104.82 FEET TO A FOUND 51W STEEL ROD; SOUTH 6W 4g 56' EAST A DISTANCE OF 117.60 FEET TO A SET 1 /2' STEEL ROD; SOUTH 620 49' 57' EAST A DISTANCE OFM82 FEET TO A SET 1 /Z' STEEL ROD; SOUTH 62D 56' S2" EAST A D57ANCE OF 499M FIST TO A FOUND 5/WSTEEL ROD; SOUTH 760 BY W' EAST A DISTANCE OF 121.20 FEET TO A FOUND 5/8"STEEL ROD; NORTH 87D 21' 3r EAST A DISTANCE OF 360.19 FEET TO THE POINT OF BEGINNING AND CONTAINING 39.747 ACRES OF LAND. WASTEWATER EMPACT FEE REE%IBURSEMENT AGREEMENT EXHIB1'I'A-2 2024 - 20240OW33800 03/25/2024 02:57 PM Page 39 of 61 Exhibit B-I PRELIMINARY PLAT OF COYOTE MEADOWS I ��tils�llll i1 3 �inl likldl�yl.n� i m 11.E rRr 'i .., •� Hil - € oc�if�i -� 1 W� a rs• �- •�� lE ° � � iu[ • � �= O� � 3aR j m 3` 11 •Iati fill P l Z.1.1aua' S -. i, ��:� 'I �1 F��� I�S .i�l•k3H9 �S5 iL -- - __ � i.w�� MO, VVIII 1% ,y r� WASTEWATER IMPACT FEE REIMBURSEMENT AGREEMENT EXIBBIT B-1 2024 - 20240OW33800 03/25/2024 02:57 PM Page 40 of 61 r Exhibit B-1 PRELINIINARY PLAT OF COYOTE MEADOWS i it oil 411Auld!", 7� SS: i133H5 H3S I J'aaHS aaS Q H� CaO N X LU WASTEWATER IMPACT FEE REIMBURSEMENT AGREEMENT EXHIBIT B-1 2024 - 20240OW33800 03/25/2024 02:57 PM Page 41 of 61 + Exhibit B-1 PRELIMINARY PLAT OF COYOTE MEADOWS -' � r rf i�'='lii i� i;� f1k,�j{i�� �Illi. �� a• '; ~; .,. 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WASTEWATER BIPACT FEE REBIBURSEMENT AGREEMENT EXHIBIT B-1 Ln 0 LLI iV 2024 — 20240OW33800 03/25/2024 02:57 PM Page 43 of 61 Exhibit B-1 PRELIMINARY PLAT OF COYOTE MEADOWS F i � j i:l ;i� 1�1{rf•'' Jti{�1 9 0= w 5 fJ�3 S ±� {jl f ilFr{1 i;IV j r% ° — _' R" 7 ° j•- II � J ]j 9 � �1��� 1'1 g }IA _"y�f�, t �l , . I ► _� , Ij ` � •I: , i, ''° ` r �l i si,r"�{:1 Al i �, 3 Irler!{�il��i Ici i;i { i I Ilyz�y.�i �f ii I ; �S•i ��'�iil'T i 1 lli►7!t=1 "� Q! i ti !I j! �1 }a t� 1 9 t i iil r #t fl ]� {�� i i •- i a : 1�1 � � ��� i F !J i� BI i r!J �j , i ; el �� i 1 ; : e i 1 � �1 a �:( �.il it 4�i { i � J e q� 1 e�i� 1{E a Ifj �: 1 ►� Ji a i�j el ! E �i si ' �� F .�� y. ' j c s{iy o� p`; � F e e 5 �� ilg{]i i'14 I � i�li;,if{liiA�tii:D��Sas Et;l�{{{t, :�aEE•xii;ii:}is' ll�'•e� . �Ir• I �" �I{ I.is1I FI 4L f it R .. .-- di9J.A_I�ID'oAilALBslit Ill., l Y1 Y, 1Y111 ae- f f 4.5 tY 7!' 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'$ eliadtltlietlelid�i8 3Ygei615i1e 11 5 H � }�ai'.lii i E9: s ■a s a a e a�g O = ,n WASTEWATER IMPACT FEE REIMBURSEMENT AGREEMENT EXHIBIT B-1 2024 - 2024000033800 0312512024 02:57 PM Page 44 of 61 Exhibit B-2 PRELIMINARY PLAT OF CEDAR RIDGE ESTATES WASTEWATER H*IPACT FEE REIMBURSEMENT AGREEMENT EXHIBIT B-2 2024 - 2024000033800 0312512024 02:57 PM Page 45 of 61 E.xbib.it C INTENTIONALLY DELETED 2024 - 20240OW33800 03/25/2024 02:57 PM Page 46 of 61 L' Exhibit D SANITARY SEWER IMPROVEMENTS — OPINION OF PROBABLE CONSTRUCTION COST coveoo.Creek Lilt Stodon Sycmm -ENGINEE115 0PINFON 0F.PROIAILE CONSTRUcrIDN C05T ltrm Nome wr Un1Li Link Price Total Prism I lands Mahllodm Llnoraere jVA L LS S L50 M S MAW I HIM CFA Gran 3w LF S 2S S 9-00 P Cmrarete Pavinl 460 SY S 100 S 46L000 Hydronmldym em inplace 3W SY S 2 S 450 Owhr &rk Fmce • VH whh barbed wim AM LF S 00 S 36 m O DA Std 55MH 2 EA IS e,DDD S lym Abandon EclsxLr4 UraSmdon 1 Ll is 50,000 S SD 9enlial MQ L FA S 250AW S 250 Generator L FA S pp,= S MOW Se vke EgiApmant t LS S 15 Sism WVA owwuk, R Gonoclt vwftadon - 1 LS $ 35.m S 35A00 LED Yard L EA 5 Sam I 5 SAW Traead" L EA S 5A0a 15 SAM does SwhEb 4 -E4 S LSD S 600 Yard "I W Eccentric Pkrl Valve 2 EA S SAm S loAm 30' dreck Ydve 2 EA S km S 16A00 w DI pl 50 LF S 3D0 S 25,000 anle Lion Firom LOT TN S SAM 5 SAM MedMAlal Pllrrrp Podule•.24ubm—He Pumps (L700 ypmL Ifft dudn% dltalrorlc dbaw,pawercable ow _— L LS S 150.000 S 150 DD AU Wnun Access Hatdres 2 EA S E,DDo S L2 a Top NelstCwawkh•MmuWTnftHoM L EA S 35,= 5 35 Structural ommteydve Va* a tx S 2.Jw S 20AD0 GOtam Gmwuw Pad 12 CY 5 L,ODO S L$O00 Cannata MCC Pod 9 SY 5 tA00 s 9 M000mw A.wnlrtl 1 I EA 5 I0,000 5 1gp0o GmffzwCwwAunb,g I t EA S IDAW S LoXp mrrve%WetWdTapgab 5 Cy 5 lAw S Ssl00 HWX Cra,Ie Fomrdadan 10 CY 3 l.DDO s WADO 1T3mmmus,Manhole {TPdapth) I 1 j EA S LZOA00 S IID.000 MIN Spectra Hold Coaalnl for Wet Wel I L000 SF S 20 S ZOA00 SWPPP 1 LS S 5,000 S SAm GtavlW Neln TrmthSarMYSyrmmVA tbs 23m LF S 1I 00 is, GrM Serdmy Sawn PIM Ey cpmr an MW LF 5 250 � 575 W, awft 5 Wmry Sewer RK 3y We 530 LF 5 350 185.500 27'Seeel4tlry{b�r [r+urtl LSO LF 5 a00 Re S+rftrySww ManhGJe it EA S towo 115,500 5'Ewa DepthMarbolesl>un L00 VF 5 4a0 40AM vwzSwar Meln TVMR!glcw — 21t30 _ LF 3 2 S� Corarmtte E,ftft3wdwv Sewer I 2 I EA S h,000 RLT Rametl rM Repletz CMW3" PaorMM I Sii I 5r S 730 5 0%750 Trs r Safew5 mom Lm Depths) 5550 I LF is 1 S u50 Lrowambv2penm 5550 I LF 15 220 S 1,00D 21'Steel Caft by ILWW 470 1 LF 15 450 5 21 L,5W 2' CAmbina0an AlrNmomerr Wft and Vat 3 EA 15 ZSAW S 75A00 PAR Force Main N kupwdon SSW I LF 5 2 5 It.100 Candn Sumata1 S ! 6AID To asul 5 gnAp TaW ^: ":dJ56,7E3 WASTEWATER UdPACT FEE REIMBURSEMENT AGREEMENT EXHIBIT D-I 2024 - 2024000033800 03/25/2024 02:57 PM Page 47 of 61 Exhibit E SANITARY SEWER IMPROVEMENTS — PLANS WASTEWATERI"ACT FEE REZMBURSEbMT AGREEMENT k XHMIT E4 2024 - 2024000033800 03/25/2024 02:57 PM Page 48 of 61 Exhibit E SANITARY SEWER IMPROVEMENTS -- PLANS d.4 I � F ! oil PI j 5 C lot a . ergsas _ I > I R 09�1 WASTEWATER IMPACT FEE REIMBURSEMENT AGREEMENT EXHIBIT E-k 2024 - 20240OW33800 03/25/2024 02:57 PM Page 49 of 61 �D r CITY OF ANNA, TEXAS RESOLUTION NO. 2d;L3-04-1418 A RESOLUTION OF THE CITY OF ANNA, TEXAS AUTHORIZING THE MAYOR TO EXECUTE A WASTEWATER IMPACT FEE REIMBURSEMENT AGREEMENT WITH STARLIGHT HOMES, L.L.C., AND SAGINAW 106, LTD., FOR THE CONSTRUCTION OF PUBLIC SANITARY SEWER IMPROVEMENTS, IN A FORM APPROVED BY THE CITY ATTORNEY; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, Starlight Homes, L.L.C., and Saginaw 106, Ltd. are seeking to develop property near the southeast corner of State Highway 5 and Farm to Market Road 455; and, WHEREAS, a regional sanitary sewer lift station is shown in the Wastewater Master Plan for the City of Anna, Texas to replace the existing sanitary sewer lift station in the Sweetwater Crossing Subdivision; and, WHEREAS, the proposed regional lift station will be constructed within the Saginaw 106, Ltd. property and constructed with the collective development of the Coyote Meadows and Cedar Ridge Estates developments, and will serve the larger area, Including existing neighborhoods and future development; and, WHEREAS, the City has identified the regional wastewater lift station as a critical infrastructure project for the City; and, WHEREAS, Starlight Homes, L.L.C., and Saginaw 106, Ltd. collectively agree to provide the design and construction of the identified sanitary sewer improvements in accordance with the City of Anna design standards and regulations, subject to Impact Fee reimbursement from the City of Anna; and, NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ANNA, TEXAS THAT: Article I. Recitals Incorporated The recitals above are incorporated herein as if set forth in full for all purposes. Article 11. Authorization of Payment and Funding. Article III. That the City Council of the City of Anna hereby authorizes the City Manager to execute the Wastewater Impact Fee Reimbursement Agreement in a form approved by the City Attorney. That funding for the project shall come from Wastewater Impact Fees. 2024 - 20240OW333800 03/25/2024 02:57 PM Page 50 of 61 PASSED AND APPROVED by the City Council of the City of Anna, Texas on this 11441 day of April 2023. ATTEST: 6-MACZ.&& City Secretary, Carrie Land 2024 - 20240OW33800 03/25/2024 02:57 PM Page 51 of 61 Collin County Honorable Stacey Kemp Instrument Number: 2023000064593 Real Property AGREEMENT Recorded On: May 18, 2023 09:30 AM Number of Pages: 37 " Examined and Charged as Follows: " Total Recording: $166.00 *** THIS PAGE IS PART OF THE INSTRUMENT' " a*"'**" Any provision herein which restricts the Sale, Rental or use of the described REAL PROPERTY because of color or race is invalid and unenforceable under federal law. File Information: Document Number: Receipt. Number: 2023000054593 20230518000154 Recorded DatelTime: May 18, 2023 09:30 AM User: Jennifer W Station: Station 3 Record and Return To: CITY OF ANNA 120 W 7TH ST ANNA TX 75409 STATE OF TEXAS Collin County I hereby certify that this Instrument was filed in the File Number sequence an the date/time printed hereon, and was duly recorded in the Official Public Records of Collin County, Texas Honorable Stacey Kemp Collin County Clerk Collin County, TX 2024 - 20240OW33800 03/25/2024 02:57 PM Page 53 of 61 CITY OF ANNA, TEXAS ORDINANCE NO. I010-20�L3-0G 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. WHEREAS, on May 24, 2022, the City Council of the City of Anna, Texas ("City Council"), after a duly noticed public hearing, amended the Water and Wastewater Master Plans by Ordinance 999-2022; and, WHEREAS, the Water and Wastewater Master Plans should be amended from time to time to reflect the changing utility needs of the community; and, NOW THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF ANNA, TEXAS, THAT: Section 1. The recitals contained in the preamble hereof are hereby found to', be true, and such recitals are hereby made a part of this ordinance for all purposes and are adopted as a part of the judgement and findings of the City Council with respect to the amendments described herein. Section 2. The City Council of the City officially finds, determines, and declaries that the City of Anna Ordinance 999-2022 is hereby amended with respect to the Capital Improvement Plan as depicted in the Water and Wastewater Master Plans as adopted under Ordinance No. 999- 2022 by replacing the Water and Wastewater Master Plans with the amended Water and Wastewater Master Plans set forth in the attached Exhibit A and Exhibit B, incorporated herein for all purposes. Section 3. Upon adoption and execution of this ordinance, the City Secretary is directed to attach same and its exhibits to the original City of Anna Capital Improvement Plan in all places where said Capital Improvement Plan is filed as of public record or posted for public inspection. Section 4. If any provision of this ordinance or the application thereof to any person or circumstance shall be held Invalid, the remainder of this ordinance and the application of such provision to other persons and circumstances shall nevertheless be valid, and 'the City Council hereby declares that this ordinance would have been enacted without such invalid provision. Section 5. It Is officially found, determined, and declared that the meeting at which this ordinance is adopted was open to the public and public notice of the time, place, and subject matter of the public business to be considered at such meeting, including this ordinance, was given, all as required by Chapter 551, as amended, Texas Government Code. 2024 - 20240OW333800 03/25/2024 02:57 PM Page 54 of 61 PASSED, APPROVED, AND ADOPTED on the first and final reading on this 26th day of September, 2023. ATTEST: eAj."j C.&Zac City Secretary, Carrie L. Land APPROVED: Mayor, Nate Pike 2024 - 2024000033800 03/25/2024 02:57 PM Page 55 of 61 Gmyson Pump SlalMn vw -1 •..= i - ' I "w' -- ---- _---- I rlie . .r Q10 z0004.00n Fed* ��..«����•�^•N•• �•e,....�—w.w,.,w �... .a.—o-mc�+oe �^^••�•• .•d.••^-^••, •��.a.....�,,. .e.era� �r.�s..a..avwan� K�mleyya�Horn �❑ lUmaF CITY OFANNA WA7ZRMASTER �474IP a 2024 - 20240OW33800 03/25/2024 02:57 PM Page 56 of 61 oQ 2024 - 20240OW33800 03/25/2024 02:57 PM Page 57 of 61 2024 - 20240OW33800 03/25/2024 02:57 PM Page 58 of 61 2024 - 20240OW33800 03/25/2024 02:57 PM Page 59 of 61 CITY OF ANNA, TEXAS RESOLUTION NO. 2023-09- 1 s34 RESOLUTION APPROVING A PRELIMINARY LIMITED OFFERING MEMORANDUM FOR THE SALE OF "CITY OF ANNA, TEXAS SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2023 (ANACAPRI PUBLIC IMPROVEMENT DISTRICT IMPROVEMENT AREA 41 PROJECT)" WHEREAS, the City of Anna, Texas (the "City") intends to issue its City of Anna, Texas Special Assessment Revenue Bonds, Series 2023 (AnaCapri Public Improvement District Improvement Area # 1 Project) (the "Bonds") to finance certain public improvements within the City; WHEREAS, FMSbonds, Inc. (the "Underwriter"), with assistance from its counsel, City Staff, the City's Bond Counsel, and City's Financial Advisor, has prepared a Preliminary Limited Offering Memorandum for dissemination to potential purchasers of the Bonds. prior to the availability of the final Limited Offering Memorandum for the Bonds. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF CITY OF ANNA, TEXAS: 1. The Preliminary Limited Offering Memorandum for the Bonds, substantially in the form attached hereto as Exhibit A, is hereby approved with such changes, addenda, supplements or amendments as may be approved by the Finance Director in consultation with the City's consultants retained by the City to assist in the issuance of the Bonds including Bond Counsel and the Financial Advisor, and the Underwriter is hereby authorized to distribute such document among potential purchasers of the Bonds and other interested persons in connection with the initial marketing and placement of the Bonds; provided that such Preliminary Limited Offering Memorandum shall not be released to the public without verification that the Acquisition and Development Loan (as defined in Exhibit A) has been closed and funded, which verification shall be made in consultation with the City's consultants retained by the City to assist in the issuance of the Bonds, including Bond Counsel and the City Attorney. 2. Pursuant to Rule 15c2-12 of the United States Securities and Exchange Commission (17 C.F.R. § 240.15c2-12) ("Rule 15c2-12"), the City hereby deems the Preliminary Limited Offering Memorandum to be final as of its date, except for the omission of no more than the following information as permitted by Rule 15c2-12: the offering prices of the Bonds, interest rates for the Bonds, selling compensation of the Underwriter, the aggregate principal amount of the Bonds, the principal amount per maturity of the Bonds, the delivery date for the Bonds, ratings for the Bonds, and the identity of the ultimate purchasers. PASSED AND APPROVED THIS 12" DAY OF SEPTEMBER, 2023 Lee Miller, Mayor Pro-Tem ATTEST: -Cy of Anna, Texas (CITY SEAL) Carrie Land, City Seciethry City of Anna, Texas 2024 - 20240OW33800 03/25/2024 02:57 PM Page 60 of 61 PRELL ITNARY LWTED OFFERING MEMORANDUM 2024-2024000033800 03/25/2024 3:03 PM Page 61 of 61 Collin County Honorable Stacey Kemp Collin County Clerk Instrument Number: 2024000033800 eRecording - Real Property RESOLUTION Recorded On: March 25, 2024 02:57 PM Number of Pages: 61 " Examined and Charged as Follows: " Total Recording: $261.00 *********** THIS PAGE IS PART OF THE INSTRUMENT *********** Any provision herein which restricts the Safe, Rental or use of the described REAL PROPERTY because of color or race is invalid and unenforceable under federal law. File Information: Record and Return To: Document Number: 2024000033800 Simplifile Receipt Number: 20240325000757 Recorded Date/Time: March 25, 2024 02:57 PM User: Kacy M Station: Station 10 STATE OF TEXAS COUNTY OF COLLIN I hereby certify that this Instrument was FILED In the File Number sequence on the date/time printed hereon, and was duly RECORDED in the Official Public Records of Collin County, Texas. Honorable Stacey Kemp Collin County Clerk Collin County, TX