HomeMy WebLinkAboutRes 2024-01-1586 Adopting Anacapri PID Improvement Area #2A Funding & Reimbursement AgreementCITY OF ANNA, TEXAS
RESOLUTION NO. 20,2 4 - 01-15 8(p
A RESOLUTION OF THE CITY OF ANNA, TEXAS APPROVING A RESOLUTION
ADOPTING THE ANACAPRI PUBLIC IMPROVEMENT •DISTRICT IMPROVEMENT AREA
#2A FUNDING AND REIMBURSEMENT AGREEMENT
WHEREAS, Developer is the developer of tracts of land located within the corporate limits of
the City of Anna, Texas (the "City"), containing, collectively, approximately 341 acres (the "District");
and
WHEREAS, on April 12, 2022, the City Council passed and approved the PID Creation
Resolution creating a Public Improvement District encompassing all of the District, but no other land;
and
WHEREAS, said PID Creation Resolution identified, defined and authorized the public
improvement projects that will promote the interests of the City and will confer a special benefit on the
District; and
WHEREAS, the City Council intends to pass and approve one or more Bond Ordinances
pursuant to the authority of Section 372.024 of the Public Improvement District Assessment Act and in
accordance with Subtitles A and C, Title 9, of the Texas Government Code; and
WHEREAS, Bond Proceeds will be deposited into the Project Fund and disbursed for (i) the
payment of the Bond Issuance Costs, (ii) reimbursement of the Developer for that portion of the Actual
Costs of the Improvement Area #2A Improvements, including, without limitation, the Developer's costs
to create the PID, that Developer has funded out of pocket from its own funds, and (iii) funding of a
portion of all of the Actual Costs of the Improvement Area #2A Improvements; and
WHEREAS, the City Council finds and determines that the Improvement Area #2A Funding and
Reimbursement Agreement (the "Reimbursement Agreement") attached to this resolution as Exhibit A
is necessary and appropriate to specify the respective rights and obligations of the City and the Developer
as set forth therein;
NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
ANNA, TEXAS, THAT:
Section 1. Recitals Incorporated.
The recitals above are incorporated herein as if set forth in full for all purposes.
Section 2. Approval of Reimbursement Agreement
The City Council hereby approves the Reimbursement Agreement attached hereto as Exhibit A and
authorizes the Mayor Pro Tern to execute same on behalf of the City.
PASSED AND APPROVED by the City Council of the City of Anna, Texas, on this 23`d day of
January 2024.
Exhibit A
IMPROVEMENT AREA #2A REIMBURSEMENT AGREEMENT
AnaCapri Public Improvement District
This Improvement Area #2A Reimbursement Agreement (this "Agreement") is entered
into by AnaCapri Laguna Azure, LLC, a Wyoming limited liability company ("Developer"), and
the City of Anna, Texas (the "CW ), effective as of , 2024 (the "Effective Date"), in
relation to the AnaCapri Public Improvement District (the "PID"). Developer and the City are
individually referred to herein as a "P�" and collectively as the "Parties."
SECTION 1.
RECITALS
1.1 WHEREAS, capitalized terms used in this Agreement shall have the meanings
given to them in Section 2 or in the Service and Assessment Plan;
1.2 WHEREAS, unless otherwise defined: (1) all references to "sections" shall mean
sections of this Agreement; (2) all references to "exhibits" shall mean exhibits to this Agreement
which are incorporated as part of this Agreement for all purposes; and (3) all references to
"ordinances" or "resolutions" shall mean ordinances or resolutions adopted by the City Council;
1.3 WHEREAS, Developer and the City have entered into a Development Agreement,
recorded in the Real Property Records of Collin County as Document No. 20211021002155180,
relating to the development of the property within the PID and the financing of public
improvements within the PID;
1.4 WHEREAS, on April 12, 2022, the City Council adopted Resolution No. 2022-04-
1140 (the "PID Creation Resolution") authorizing the creation of the PID pursuant to the authority
of the Act;
1.5 WHEREAS, prior to the issuance of Improvement Area #2A Bonds, Developer has
paid and may continue to pay for the Actual Costs of the Improvement Area #2A Projects
benefitting the property within the PID;
1.6 WHEREAS, this Agreement is a "reimbursement agreement" authorized by
Section 372.023(d)(1) of the Act;
1.7 WHEREAS, the recitals: (a) are part of this Agreement for all purposes; (b) are true
and correct; and (c) each Party has relied upon such recitals in entering into this Agreement; and
NOW THEREFORE, for and in consideration of the mutual obligations of the Parties set
forth herein, the Parties agree as follows:
SECTION 2.
DEFINITIONS
"Act" means Chapter 372, Texas Local Government Code, as amended.
"Actual Cost(s)" means with respect to Improvement Area #2A Projects, the actual costs
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AnaCapri Public Improvement District Page 1
paid or incurred by or on behalf of the Developer, including: (1) the costs incurred by the
Developer, or on behalf of the Developer (either directly or through affiliates) or the City for the
design, planning, financing, administration/management, acquisition, installation, construction
and/or implementation of such Improvement Area #2A Projects; (2) the fees paid for obtaining
permits, licenses, or other governmental approvals for such Improvement Area #2A Projects; (3)
the costs incurred by or on behalf of the Developer for external professional costs, such as
engineering, geotechnical, surveying, land planning, architectural landscapers, appraisals, legal,
accounting, and similar professional services; (4) all labor, bonds, and materials, including
equipment and fixtures, by contractors, builders, and materialmen in connection with the
acquisition, construction, or implementation of the Improvement Area #2A Projects; (5) all related
permitting, and public approval expenses, architectural, engineering, legal and consulting fees, and
governmental fees and charges; and (6) costs to implement, administer, and manage the above -
described activities.
"Annual Collection Costs" means the actual or budgeted costs and expenses related to the
operation of the PID, including, but not limited to, costs and expenses for: (1) the PID
administrator; (2) legal counsel, engineers, accountants, financial advisors, and other consultants
engaged by the City; (3) calculating, collecting, and maintaining records with respect to
Assessments and Annual Installments; (4) preparing and maintaining records with respect to
Assessment Rolls and annual service plan updates; (5) paying and redeeming Improvement Area
#2A Bonds; (6) investing or depositing Assessments and Annual Installments; (7) complying with
the Service and Assessment Plan and the Act with respect to the Improvement Area #2A Bonds,
including the City's continuing disclosure and arbitrage rebate requirements; and (8) the paying
agent/registrar and Trustee in connection with Improvement Area #2A Bonds, including their
respective legal counsel. Annual Collection Costs collected but not expended in any year shall be
carried forward and applied to reduce Annual Collection Costs for subsequent years.
"Annual Installment" means the annual installment payment of an Assessment, as
calculated by the PID administrator and approved by the City Council, that includes: (1) principal;
(2) interest; and (3) Annual Collection Costs.
"Assessed Parcel(s)" means any parcel within the PID against which an Assessment is
levied.
"Assessment(s)" means an assessment levied against Assessed Parcels pursuant to the
provisions of the Act for payment of Improvement Area #2A Project Costs, including the payment
of Improvement Area 92A Bonds and obligations under this Agreement.
"Assessment Ordinance" means the ordinance adopted by the City Council levying
Assessments on an Assessed Parcel within the PID to pay Improvement Area #2A Project Costs,
Improvement Area 92A Bonds and obligations under this Agreement.
"Assessment Revenue" means the revenues received by the City from the collection of
Assessments, including Prepayments, Annual Installments, and Foreclosure Proceeds.
"Assessment Roll" means any assessment roll for the Assessed Parcel within the District,
as updated, modified or amended from time to time in accordance with the procedures set forth
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AnaCapri Public Improvement District Page 2
herein and in the Act, including updates prepared in connection with the issuance of Improvement
Area #2A Bonds or any annual service plan update.
"Authorized Improvements" means (1) improvements authorized by Section 372.003 of
the Act, (2) the costs of issuance of the Improvement Area #2A Bonds, and (3) the costs of the
formation of the PID.
"Bond Indenture" means the indenture of trust pursuant to which Improvement Area #2A
Bonds are issued.
"Bond Proceeds" mean the proceeds derived from the issuance and sale of Improvement
Area #2A Bonds that are deposited into the Improvement Area #2A Project Fund and made
available to pay Improvement Area #2A Project Costs including design, engineering, construction
and inspection costs in accordance with this Agreement and any Bond Indenture or SAP.
"Budgeted Cost" means the estimated cost for an Authorized Improvement as provided for
in the Service and Assessment Plan.
"Certificate for Payment" means a certificate (substantially in the form of Exhibit A or as
attached to the Bond Indenture or as otherwise approved by Developer and the City
Representative) executed by a representative of Developer and approved by the City
Representative, delivered to the City Representative (and/or, if applicable, to the Trustee named
in the Bond Indenture), specifying the work performed and the amount charged (including
materials and labor costs) for Improvement Area #2AA Project Costs, and requesting payment of
such amount from the appropriate fund or funds. Each certificate shall include detailed supporting
documentation in the standard form acceptable to the City as customarily accepted by the City for
similar construction projects and evidence that the Improvement Area #2A Projects (or their
completed segment(s)) covered by the certificate have been inspected by the City.
"City Council" means the governing body of the City.
"City Representative" means the Mayor Pro-Tem or City Manager (including any interim
City Manager) of the City, who are hereby authorized by the City Council to undertake the
actions referenced herein.
"Closing Disbursement Request" means a request in the form of Exhibit B or as otherwise
approved by the Parties and the trustee named in the Bond Indenture.
"Cost Overrun" means, with respect to each Authorized Improvement, the amount of the
Actual Cost paid for the Authorized Improvement in excess of the Budgeted Cost for such
Authorized Improvement as provided for in the Service and Assessment Plan.
"Default" is defined in Section 4.6.1.
"Delinquent Collection Costs" mean costs related to the foreclosure on an Assessed Parcel
and the costs of collection of delinquent Assessments, delinquent Annual Installments, or any other
delinquent amounts due under the Service and Assessment Plan, including penalties and
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reasonable attorney's fees actually paid, but excluding amounts representing interest and penalty
interest.
"Development Agreement" means that certain Development Agreement, effective as of
October 18, 2021, by and between the Developer and the City, as amended and in effect from time
to time.
"Developer Advances" means monetary advances made by Developer to pay Improvement
Area #2A Project Costs.
"Developer Continuing Disclosure Agreement" means the Continuing Disclosure
Agreement of Developer executed contemporaneously with the issuance and sale of Improvement
Area #2A Bonds.
"Failure" is defined in Section 4.6.1.
"Final Completion" means completion of an Authorized Improvement in compliance with
existing City standards for dedication under the City's ordinances and the Development
Agreement.
"Maturity Date" is the date one year after the final scheduled and non -delinquent Annual
Installment is collected.
"PID" means the AnaCapri Public Improvement District created by the PID Creation
Resolution.
"Improvement Area #2A Bonds" means the bonds issued pursuant to the provisions of the
Act in one or more series to fund Improvement Area #2A Project Costs or to reimburse Developer
for Improvement Area #2A Project Costs.
"PID Creation Resolution" means the Resolution No. 2022-04-1140 passed and approved
by the City Council on April 12, 2022 and recorded in the Real Property Records of Collin County,
Texas as Document No. 20220419000628310 authorizing the creation of the PID.
"Improvement Area #2A Pledged Revenue Fund" means the Pledged Revenue Fund, as
defined in the Bond Indenture, established or to be established by the City (and segregated from
all other funds of the City) into which the City deposits Assessment Revenue securing
Improvement Area #2A Bonds issued and still outstanding, as described in the Bond Indenture.
"Improvement Area #2A Project Fund" means the Project Fund, as defined in the Bond
Indenture, including all accounts created within such fund, established or to be established by the
City (and segregated from all other funds of the City) into which the City deposits Bond Proceeds
in the amounts and as described in the Bond Indenture.
"Improvement Area #2A Reimbursement Fund" means the fund established by the City
under Section 3.1 of this Agreement (and segregated from all other funds of the City) into which
the City deposits Assessment Revenue until they are required to be deposited into the Improvement
Area #2A Pledged Revenue Fund.
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AnaCapri Public Improvement District Page 4
"Improvement Area #2A Projects" means the public improvements or services to be
constructed or acquired by or on behalf of the Developer within the PID and described in the SAP,
whether the SAP defines such public improvements or services as Improvement Area #2A Projects
or utilizes another term.
"Improvement Area #2A Project Costs" mean the Actual Costs of the Improvement Area
#2A Projects.
"Reimbursement Agreement Balance" is defined in Section 3.3 herein.
"Service and Assessment Plan" or "SAP" means the service and assessment plan and any
updates thereto approved by the City Council, prepared in relation to the property within the PID
in accordance with the Act.
"Trustee" is defined herein.
SECTION 3.
FUNDING PROJECT COSTS
3.1 Fund Deposits.
3.1.1 Unless and until Improvement Area #2A Bonds are issued, the City shall bill,
collect, and immediately deposit all Assessment Revenue into the Improvement Area #2A
Reimbursement Fund, which Improvement Area #2A Reimbursement Fund is hereby created and
established as a fund under this Agreement. Said PID Reimbursement Fund shall be established
and maintained at an official depository bank of the City. After the issuance and delivery of
Improvement Area #2A Bonds for the Improvement Area #2A Projects, the City shall bill, collect,
and immediately deposit all Assessment Revenue in the manner set forth in the Bond Indenture.
The City shall also deposit Bond Proceeds in the manner set forth in the Bond Indenture. Annual
Installments shall be billed and collected by the City (or by any person, entity, or governmental
agency permitted by law) in the same manner and at the same time as the City ad valorem taxes
are billed and collected. Funds in the Improvement Area #2A Project Fund shall only be used in
accordance with the Bond Indenture. Funds in the Improvement Area #2A Reimbursement Fund
shall only be used to pay all or any portion of the Reimbursement Agreement Balance in
accordance with this Agreement.
3.1.2 The City hereby confirms, covenants, and agrees that for so long as amounts are
due to Developer under this Agreement and/or for so long as Improvement Area #2A Bonds are
outstanding, that the City will do the following in the manner and to the maximum extent permitted
by applicable law, subject to any conflicting provisions in the Bond Indenture: (a) take and pursue
all actions necessary to cause the Assessments to be levied and collected; (b) take and pursue all
actions necessary to cause the liens related to the Assessments to be enforced continuously,
including diligently prosecuting an action in district court to foreclose for delinquent or
nonpayment of Assessments, including Annual Installments; and (c) take and pursue all actions
necessary to cause no reduction, abatement or exemption of the Assessments. Notwithstanding
the foregoing, the City shall not be required under any circumstances to purchase or make payment
for the purchase of the delinquent Assessments or the corresponding Assessed Parcel. The Bond
Indenture shall control in the event of any conflicts with this Agreement.
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3.2 Payment of Improvement Area 42A Project Costs.
3.2.1 Unless or until Improvement Area #2A Bonds are issued to pay
Improvement Area #2A Project Costs, Developer may elect to make Developer Advances to pay
such Improvement Area #2A Project Costs. Prior to the City's adoption of an ordinance
authorizing the issuance of a series of Improvement Area #2A Bonds, Developer shall provide
evidence of available funds of the Developer or of financial security from the project lender
evidencing that sufficient funds are available and reserved for completion of the Improvement
Area 92A Projects or portion thereof not funded by Improvement Area #2A Bonds. If such
evidence of financial security is not available, or if Developer so elects, Developer may deposit
into the Improvement Area #2A Project Fund an amount equal to the remaining costs not funded
by the Improvement Area #2A Bonds necessary to pay Improvement Area #2A Project Costs.
3.2.2 Bond Proceeds (i) maybe used to construct Improvement Area #2A Projects
and directly pay Improvement Area #2A Project Costs in lieu of Developer Advances and
reimbursement, and (ii) shall be used in the manner provided in the Bond Indenture. Developer
may, but shall not have the obligation, to make Developer Advances unless the Bond Proceeds, on
deposit in the Improvement Area #2A Project Fund, are insufficient to pay any remaining
Improvement Area #2A Project Costs, in which case Developer shall make Developer Advances
to pay the deficit.
3.2.3 As evidence of Developer Advances required in connection with the
issuance of Improvement Area #2A Bonds, Developer shall submit to the City for approval all
information related to such costs that would be required by a Closing Disbursement Request at
least fifteen (15) business days prior to the closing of the Improvement Area #2A Bonds. The
Developer shall also make Developer Advances to pay for cost overruns (after applying cost
savings or reallocation of budget line items to reflect actual costs). In accordance with the
Development Agreement, an individual line item exceeding its estimated cost shall not be
construed as a cost overrun; rather, the cost for each phase within the PID shall be viewed in its
entirety. Upon the Final Completion of an Authorized Improvement and payment of all
outstanding invoices for such Authorized Improvement, if the Actual Costs of such Authorized
Improvement is less than the Budgeted Cost (a "Cost Underrun"), any remaining budgeted cost, as
shown in the Service and Assessment Plan, will be available to pay Cost Overruns on any other
Authorized Improvement. The City Representative shall promptly confirm that such remaining
amounts are available to pay such Cost Overruns, and the Developer, the Administrator and the
City Representative will agree how to use such moneys to secure the payment and performance of
the work for other Authorized Improvements. Any Cost Underrun for any Authorized
Improvement is available to pay Cost Overruns on any other Authorized Improvement. The lack
of Bond Proceeds or other funds in the Improvement Area #2A Project Fund shall not diminish
the obligation of Developer to pay Improvement Area #2A Project Costs.
3.2.4 If the Actual Cost of an Improvement Area #2A Improvement (or segment
or section thereof) exceeds the total amount of the Budgeted Cost for that Improvement Area #2A
Improvements (or segment or section thereof) (a "Cost Overrun"), the Developer shall be solely
responsible for payment of the remainder of the costs of that Improvement Area #2A Improvement
(or segment or section thereof), except as provided in Section 3.2.5 below.
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3.2.5 If, upon the completion of construction of an Improvement Area #2A
Improvement (or segment or section thereof) and payment or reimbursement for such
Improvement Area #2A Improvement (or segment or section thereof), the Actual Cost of such
Improvement Area #2A Improvement is less than the total amount of the Budgeted Cost for that
Improvement Area #2A Improvement (or segment or section thereof) (a "Cost Underrun"), any
remaining Budgeted Cost(s) may be available to pay Cost Overruns on any other Improvement
Area #2A Improvement with the approval of the City Manager or his designee. The elimination of
a category of Improvement Area #2A Improvement in the Service and Assessment Plan will
require an amendment to the SAP. If, upon completion of the Improvement Area #2A
Improvement (or segment or section thereof) in any improvement category, any funds remain in
such category, those funds may be used to reimburse the Developer for any qualifying costs of the
Improvement Area #2A Improvement (or segment or section thereof) that have not been paid.
3.3 Payment of Reimbursement Agreement Balance.
3.3.1 Unless or until Improvement Area #2A Bonds are issued, the City agrees to
pay Developer solely from funds on deposit in the Improvement Area #2A Reimbursement Fund,
and Developer shall be entitled to receive payments from the City, from such source for amounts
shown on each Certificate for Payment (which amounts include only Improvement Area #2A
Project Costs paid by or at the direction of Developer) (any unpaid amount owed Developer for all
Certificates for Payment is referred to as the "Reimbursement Agreement Balance"). Upon the
issuance of Improvement Area #2A Bonds, the City agrees to pay Developer first from funds on
deposit in the Improvement Area #2A Project Fund and then from funds on deposit in the
Improvement Area #2A Reimbursement Fund, if any; and, notwithstanding anything in this
Agreement to the contrary, the maximum amount that Developer may be reimbursed under this
Agreement shall be equal to the amount of Bond Proceeds on deposit in the Improvement Area
#2A Project Fund plus amounts in the Improvement Area #2A Reimbursement Fund, if any, plus
simple interest on the unpaid principal balance of the Reimbursement Agreement Balance at a rate
not to exceed the rates permitted under subsections (e)(1) and (e)(2) of Section 372.023 of the Act,
or if Improvement Area #2A Bonds are issued, then the interest rate on the Improvement Area 92A
Bonds; provided, however, that the interest rate for the unpaid balance of the Reimbursement
Agreement Balance as set forth in this paragraph shall not exceed the rates permitted under
subsections (e)(1) and (e)(2) of Section 372.023 of the Act. Interest on the unpaid principal balance
of the Reimbursement Agreement Balance shall begin to accrue at the City acceptance of the
Improvement Area #2A Projects.
3.3.2 The obligation of the City to pay the Reimbursement Agreement Balance is
payable solely from the Improvement Area #2A Reimbursement Fund or from Bond Proceeds on
deposit in the Improvement Area #2A Project Fund. No other City funds, revenue, taxes, income,
or property shall be used even if the Reimbursement Agreement Balance is not paid in full by the
Maturity Date. Payments from the Improvement Area 92A Reimbursement Fund shall be applied
in accordance with this Agreement. Each payment from the Improvement Area 92A
Reimbursement Fund shall be accompanied by an accounting that certifies the Reimbursement
Agreement Balance as of the date of the payment and that itemizes all deposits to and
disbursements from the fund since the last payment. If there is a dispute over the amount of any
payment, the City shall nevertheless pay the undisputed amount, and the Parties shall use all
reasonable efforts to resolve the disputed amount before the next payment is made; however, if the
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AnaCapri Public Improvement District Page 7
Parries are unable to resolve the disputed amount, then the City's determination of the disputed
amount (as approved by the City Council) shall control.
3.4 Improvement Area #2A Bonds. The City, in its sole, legislative discretion, may
issue Improvement Area #2A Bonds, in one or more series, when and if the City Council
determines it is financially feasible for the purposes of (a) paying all or a portion of the
Reimbursement Agreement Balance; or (b) paying Improvement Area #2A Project Costs directly.
Improvement Area #2A Bonds issued for such purpose will be secured by and paid solely as
authorized by the Bond Indenture. Upon the issuance of Improvement Area #2A Bonds for such
purpose, Developer's right to receive payments each year in accordance herewith shall be
subordinate to the deposits required under the Bond Indenture related to any outstanding
Improvement Area 92A Bonds. The failure of the City to issue Improvement Area #2A Bonds
shall not constitute a "Failure" by the City or otherwise result in a "Default" by the City. Upon
the issuance of the Improvement Area #2A Bonds, Developer has a duty to construct related
Improvement Area 42A Projects and shall not be relieved of such duty even if there are insufficient
funds in the Improvement Area #2A Project Fund to pay Improvement Area #2A Project Costs.
In addition to the conditions and requirements for PID Bond issuance as set forth in the
Development Agreement, the issuance of Improvement Area #2A Bonds and any other PID Bonds
issued under the Development Agreement are subject to the following conditions:
(1) the adoption or amendment of an SAP and an assessment ordinance levying
assessments on all or any portion of the property in the PID benefitted by
Authorized Improvements in amounts sufficient to pay all costs related to such
Authorized Improvements;
(2) the Developer, at the request of the City, providing an appraisal report;
(3) approval by the Texas Attorney General of the PID Bonds and registration of the
PID Bonds by the Comptroller of Public Accounts of the State of Texas;
(4) the Developer is not in default under this Agreement or any other agreement with
the City;
(5) the Authorized Improvements to be financed by the PID Bonds have been or will
be constructed according to the approved design specifications and construction
standards imposed by this Agreement, if any, including any applicable City
regulations;
(6) the maximum maturity for any PID Bonds shall not exceed thirty (30) years from
the date of delivery thereof; and
(7) the Developer agrees to provide periodic information and notices of material events
regarding the Developer as it relates to the development of the property in the PID
in accordance with Securities and Exchange Commission Rule 15c2-12 and any
continuing disclosure agreements executed by the Developer in connection with the
issuance of PID Bonds.
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3.5 Disbursements and Transfers at and after Bond Closinti.
3.5.1 If Improvement Area 42A Bonds are issued, and upon the presentation of
evidence satisfactory to the City Representative, the City will cause the Trustee under the Bond
Indenture to pay from the Bond Proceeds at closing of the Improvement Area #2A Bonds approved
amounts from the appropriate account to the City, Developer, or their designees, as applicable,
which costs may include payment for costs of issuance and payment of costs incurred in the
establishment, administration, and operation of the PID and any other eligible items for which
funds have been expended by Developer and the City as of the time of the delivery of the
Improvement Area #2A Bonds. In order to receive such a disbursement, Developer shall execute
a Closing Disbursement Request substantially in the form attached hereto as Exhibit B to be
delivered to the City no less than fifteen (15) business days prior to the scheduled closing date for
the Improvement Area 92A Bonds for payment in accordance with the provisions of the Bond
Indenture. In order to receive additional disbursements from the applicable fund under the Bond
Indenture, if Improvement Area #2A Bonds are issued, or from the Improvement Area #2A
Reimbursement Fund, Developer shall execute a Certificate for Payment, no more frequently than
monthly, to be delivered to the City for payment in accordance with the provisions of the Bond
Indenture, if applicable, and/or this Agreement.
3.5.2 Upon receipt of a Certificate for Payment (along with detailed
accompanying documentation acceptable to the City as customarily accepted by the City for
similar construction projects) from Developer, the City shall conduct a review in order to confirm
that such request is complete, to confirm that the work for which payment is requested was
performed in accordance with all applicable governmental laws, rules and regulations and
applicable plans therefor with the terms of this Agreement and any other agreement between the
Parties related to property in the PID, and to verify and approve Improvement Area #2A Project
Costs of such work specified in such Certificate for Payment. The City shall also conduct such
review as is required to confirm the matters certified in the Certificate for Payment. The Developer
agrees to cooperate with the City in conducting each such review and to provide the City with such
additional information and documentation as is reasonably necessary for the City to conclude each
such review. Within fifteen (15) business days following receipt of any Certificate for Payment,
the City shall either: (a) approve the Certificate for Payment and (i) forward it to the trustee bank
named in the Bond Indenture (the "Trustee") for payment or (ii) pay such amount from the
Improvement Area #2A Reimbursement Fund; or, (b) provide Developer with written notification
of disapproval of all or part of a Certificate for Payment, specifying in detail the basis for any such
disapproval. Any disputes shall be resolved as required by Section 3.3 herein. If Improvement
Area #2A Bonds are issued, the City shall deliver the approved or partially approved Certificate
for Payment to the Trustee for payment.
3.6 Obligations Limited. The obligations of the City under this Agreement shall not,
under any circumstances, give rise to or create a charge against the general credit or taxing power
of the City or constitute a debt or other obligation of the City payable from any source other than
the Improvement Area #2A Reimbursement Fund or the Improvement Area #2A Project Fund.
Unless approved by the City, no other City funds, revenues, taxes, or income of any kind other
than the funds on deposit in the Improvement Area #2A Reimbursement Fund or the Improvement
Area #2A Project Fund shall be used to pay: (a) the Improvement Area #2A Project Costs; (b) the
Reimbursement Agreement Balance, even if the Reimbursement Agreement Balance is not paid
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in -full on or before the Maturity Date; or (c) debt service on any Improvement Area 92A Bonds.
None of the City or any of its elected or appointed officials or any of its officers, employees,
consultants, or representatives shall incur any liability hereunder to Developer or any other parry
in their individual capacities by reason of this Agreement or their acts or omissions under this
Agreement.
3.7 Obligation to Pay. If Developer is then in current compliance with its obligations
under the Development Agreement, the Developer Continuing Disclosure Agreement if
applicable, and this Agreement, and is not delinquent in payment of the Assessments and paying
property taxes, then following the inspection and approval of any portion of the Improvement Area
#2A Projects for which Developer seeks reimbursement of the Improvement Area #2A Project
Costs by submission of a Certificate for Payment or City approval of a Closing Disbursement
Request, the obligations of the City under this Agreement to pay disbursements (whether to
Developer or to any person designated by Developer) identified in any Closing Disbursement
Request or in any Certificate for Payment are unconditional and not subject to any defenses or
rights of offset except as may be provided herein and in any Bond Indenture.
3.8 City Delegation of Authority. All Improvement Area 92A Projects shall be
constructed by or at the direction of Developer in accordance with the Development Agreement
and this Agreement and any other applicable agreement between the Parties related to property in
the PID. Developer shall perform, or cause to be performed, all of its obligations and shall conduct,
or cause to be conducted, all operations with respect to the construction of Improvement Area #2A
Projects in a good and workmanlike manner, with the standard of diligence and care normally
employed by duly qualified persons utilizing their commercially reasonable efforts in the
performance of comparable work and in accordance with generally accepted practices appropriate
to the activities undertaken. Developer has sole responsibility of ensuring that all Improvement
Area #2A Projects are constructed in a good and workmanlike manner, with the standard of
diligence and care normally employed by duly qualified persons utilizing their reasonable efforts
in the performance of comparable work and in accordance with generally accepted practices
appropriate to the activities undertaken. Developer shall, at all times, employ adequate staff or
consultants with the requisite experience necessary to administer and coordinate all work related
to the design, engineering, acquisition, construction, and installation of all Improvement Area #2A
Projects to be acquired and accepted by the City from Developer. If any Improvement Area #2A
Projects are or will be on land owned by the City, the City hereby grants to Developer a license to
enter upon such land for purposes related to construction (and maintenance pending acquisition
and acceptance) thereof. Inspection and acceptance of Improvement Area #2A Projects will be in
accordance with applicable City ordinances and regulations.
3.9 Security for Improvement Area #2A Projects. The Developer shall provide or cause
to be provided a two (2) year maintenance bond relating to the Improvement Area #2A Projects.
Nothing in this Agreement shall be deemed to prohibit Developer or the City from contesting in
good faith the validity or amount of any mechanics or materialman's lien and/or judgment nor
limit the remedies available to Developer or the City with respect thereto so long as such delay in
performance shall not subject the Improvement Area #2A Projects to foreclosure, forfeiture, or
sale.
Improvement Area #2A Reimbursement Agreement
AnaCapri Public Improvement District Page 10
In the event that any such lien and/or judgment with respect to the Improvement Area #2A Projects
is contested, Developer shall be required to post or cause the delivery of a surety bond or letter of
credit, whichever is preferred by the City, in an amount reasonably determined by the City, not to
exceed one hundred percent (100%) of the disputed amount.
3.10 Ownership and Transfer of Improvement Area #2A Projects. The Developer shall
furnish to the City a preliminary title report for land related to the Improvement Area #2A Projects
to be acquired and accepted by the City from Developer and not previously dedicated or otherwise
conveyed to the City. The report shall be made available for City review and approval at least
fifteen (15) business days prior to the scheduled transfer of title. The City shall approve the
preliminary title report unless it reveals a matter which, in the reasonable judgment of the City,
would materially affect the common use and enjoyment subscribed to such Improvement Area
92A Projects. If the City objects to any preliminary title report, the City shall not be obligated to
accept title to the applicable Improvement Area #2A Projects until Developer has cured the
objections to the reasonable satisfaction of the City.
SECTION 4.
ADDITIONAL PROVISIONS
4.1 Term. The term of this Agreement shall begin on the Effective Date and shall
continue until the earliest to occur of. (i) the Maturity Date, (ii) the date on which the
Reimbursement Agreement Balance is paid in full, or (iii) the date on which the Improvement
Area #2A Bonds are fully retired.
4.2 No Competitive Bidding. Construction of the Improvement Area #2A Projects
shall not require competitive bidding pursuant to Section 252.022(a)(9), Texas Local Government
Code, as amended. All plans and specifications, but not construction contracts, shall be reviewed
and approved, in writing, by the City prior to Developer selecting the contractor.
4.3 Independent Contractor. In performing this Agreement, Developer is an
independent contractor and not the agent or employee of the City.
4.4 Audit. The City Representative shall have the right, during normal business hours
and upon three (3) business days' prior written notice to Developer, to review all books and records
of Developer pertaining to costs and expenses incurred by Developer with respect to any of the
Improvement Area #2A Projects. For a period of two (2) years after completion of the
Improvement Area 92A Projects, books shall be maintained in accordance with customary real
estate accounting principles.
4.5 Representations and Warranties.
4.5.1 The Developer represents and warrants to the City that: (a) Developer has
the authority to enter into and perform its obligations under this Agreement; (b) Developer has the
financial resources, or the ability to obtain sufficient financial resources, to meet its obligations
under this Agreement; (c) the person executing this Agreement on behalf of the Developer has
been duly authorized to do so; (d) this Agreement is binding upon Developer in accordance with
its terms; and (e) the execution of this Agreement and the performance by Developer of its
obligations under this Agreement do not constitute a breach or event of default by Developer under
Improvement Area #2A Reimbursement Agreement
AnaCapri Public Improvement District Page 1 l
any other agreement, instrument, or order to which Developer is a party or by which Developer is
bound.
4.5.2 The City represents and warrants to Developer that: (a) the City has the
authority to enter into and perform its obligations under this Agreement; (b) the person executing
this Agreement on behalf of the City has been duly authorized to do so; (c) this Agreement is
binding upon the City in accordance with its terms; and (d) the execution of this Agreement and
the performance by the City of its obligations under this Agreement do not constitute a breach or
event of default by the City under any other agreement, instrument, or order to which the City is a
party or by which the City is bound.
4.6 Default/Remedies.
4.6.1 If either Party fails to perform an obligation imposed on such Party by this
Agreement (a "Failure") and such Failure is not cured after written notice and the expiration of the
cure periods provided in this section, then such Failure shall constitute a "Default." If a Failure is
monetary, the non -performing Party shall have ten (10) business days within which to cure. If the
Failure is non -monetary, the non -performing Party shall have thirty (30) days within which to cure.
However, if the non -monetary Failure is of such a nature that it cannot reasonably be expect to be
cured within thirty (30) days, then the Party who failed to perform shall have such time as is
necessary to cure the default, so long as the failing Party commences the cure within thirty (30)
days and diligently pursues such cure to completion.
4.6.2 If Developer is in Default, the City shall have available all remedies at law
or in equity; provided, however, no default by Developer shall entitle the City to terminate this
Agreement, cease collection of the Assessments and deposit of the Assessment Revenues, or to
withhold properly due payments to Developer from the Improvement Area 92A Reimbursement
Fund or the Improvement Area 92A Project Fund in accordance with this Agreement and the Bond
Indenture or on deposit in the Improvement Area #2A Reimbursement Fund.
4.6.3 Subject to Section 3.7, if the City is in Default, Developer shall have
available all remedies at law or in equity; provided, however, that no Default by the City shall
entitle Developer to terminate this Agreement and that any financial obligation of the City will
only be payable from monies available under the Bond Indenture or under this Agreement.
4.7 Remedies Outside the Agreement. Nothing in this Agreement constitutes a waiver
by the City of any remedy the City may have outside this Agreement against Developer or any
other person or entity involved in the design, construction, or installation of the Improvement Area
#2A Projects. The obligations of Developer hereunder shall be those of a Party hereto and not as
an owner of property in the PID. Nothing herein shall be construed as affecting the City's or
Developer's rights or duties to perform their respective obligations under other agreements, use
regulations, or subdivision requirements relating to the development property in the PID.
4.8 Applicable Law: Venue. This Agreement is being executed and delivered and is
intended to be performed in the State of Texas. Except to the extent that the laws of the United
States may apply, the substantive laws of the State of Texas shall govern the interpretation and
Improvement Area #2A Reimbursement Agreement
AnaCapri Public Improvement District Page 12
enforcement of this Agreement. In the event of a dispute involving this Agreement, venue shall
lie in any court of competent jurisdiction in Collin County, Texas.
4.9 Notice. Any notice referenced in this Agreement must be in writing and shall be
deemed given at the addresses shown below: (a) when delivered by a nationally recognized
delivery service such as FedEx or UPS with evidence of delivery signed by any person at the
delivery address regardless of whether such person is the named addressee; or (b) 72 hours after
deposited with the United States Postal Service, Certified Mail, Return Receipt Requested.
To the City: City of Anna, Texas
Attn: City Manager
120 W. 701 Street
With a copy to: Anna, Texas 75409
Wolfe, Tidwell & McCoy, LLP
Attn: Clark McCoy
2591 Dallas Parkway, Suite 300
Frisco, Texas 75034
To Developer: AnaCapri Laguna Azure, LLC
2101 Cedar Springs Rd., Suite 700
Dallas, Texas 75201
With a copy to: Coats Rose, P.C.
Attn: Tim Green
Tollway Plaza, 16000 Dallas Parkway
Suite 350
Dallas, Texas 75248
Any Party may change its address by delivering notice of the change in accordance with this
section.
4.10 Conflicts, Amendment. In the event of any conflict between this Agreement and
any other instrument, document, or agreement by which either Party is bound, the provisions and
intent of the Bond Indenture controls. This Agreement may only be amended by written agreement
of the Parties.
4.11 Severability. If any provision of this Agreement is held invalid by any court, such
holding shall not affect the validity of the remaining provisions.
4.12 Non -Waiver. The failure by a Party to insist upon the strict performance of any
provision of this Agreement by the other Party, or the failure by a Party to exercise its rights upon
a Default by the other Party, shall not constitute a waiver of such Parry's right to insist and demand
strict compliance by such other Party with the provisions of this Agreement.
4.13 Third Party Beneficiaries. Nothing in this Agreement is intended to or shall be
construed to confer upon any person or entity other than the City and Developer, any rights under
Improvement Area #2A Reimbursement Agreement
AnaCapri Public Improvement District Page 13
or by reason of this Agreement. All provisions of this Agreement shall be for the sole and
exclusive benefit of the City and Developer.
4.14 Counterparts. This Agreement may be executed in multiple counterparts, which,
when taken together, shall be deemed one original.
4.15 Employment of Undocumented Workers. During the term of this Agreement,
Developer agrees not to knowingly employ any undocumented workers and if convicted of a
violation under 8 U.S.C. Section 1324a (f), Developer shall repay the amount of any
Reimbursement Payment or other funds received by Developer from City from the date of this
Agreement to the date of such violation within 120 days after the date Developer is notified by
City of such violation, plus interest at the rate of 4% compounded annually from the date of
violation until paid. Developer is not liable for a violation of this section by a subsidiary, affiliate,
or franchisee of Developer or by a person with whom Developer contracts.
4.16 Boycott Israel. Developer verifies that the Developer (including any wholly owned
subsidiary, majority -owned subsidiary, parent company, or affiliate of the Developer) does not
Boycott Israel and agrees that during the term of this Agreement (Contract as applicable) will not
Boycott Israel as that term is defined in Texas Government Code Section 808.001, as amended.
4.17 Verification Pursuant to Chapters 2252 and 2270 of the Texas Government Code.
As of the Effective Date, the Developer represents that, to the extent this Agreement constitutes a
"governmental contract" within the meaning of Section 2252.151 of the Texas Government Code,
as amended, solely for purposes of compliance with Chapter 2252 of the Texas Government Code,
and except to the extent otherwise required or permitted by or under applicable federal law, neither
Developer nor any wholly owned subsidiary, majority -owned subsidiary, parent company or
affiliate of the Developer is a company listed by the Texas Comptroller of Public Accounts under
Sections 2270.0201 (as enacted by Acts 2017, 85th Leg., ch. 96, Senate Bill 253) or 2252.153 of
the Texas Government Code.
4.18. Verifications Pursuant to Chapter 2274, Texas Government Code. (a) To the extent
this Agreement constitutes a contract for goods or services for which a written verification is
required under Section 2274.002 (as added by Senate Bill 13 in the 87th Texas Legislature, Regular
Session), Texas Government Code, as amended, the Developer hereby verifies that it and its parent
company, wholly- or majority -owned subsidiaries, and other affiliates, if any, do not boycott
energy companies and will not boycott energy companies during the term of this Agreement. The
foregoing verification is made solely to enable the Developer to comply with such Section and to
the extent such Section does not contravene applicable Texas or federal law. As used in the
foregoing verification, "boycott energy companies," a term defined in Section 2274.001(1), Texas
Government Code (as enacted by such Senate Bill) by reference to Section 809.001, Texas
Government Code (also as enacted by such Senate Bill), shall mean, without an ordinary business
purpose, refusing to deal with, terminating business activities with, or otherwise taking any action
that is intended to penalize, inflict economic harm on, or limit commercial relations with a
company because the company (A) engages in the exploration, production, utilization,
transportation, sale, or manufacturing of fossil fuel -based energy and does not commit or pledge
to meet environmental standards beyond applicable federal and state law; or (B) does business
with a company described by (A) above.
Improvement Area 42A Reimbursement Agreement
AnaCapri Public Improvement District Page 14
(b) To the extent this Agreement constitutes a contract for goods or services for which a
written verification is required under Section 2274.002 (as added by Senate Bill 19 in the 87th
Texas Legislature, Regular Session), Texas Government Code, as amended, the Developer hereby
verifies that it and its parent company, wholly- or majority -owned subsidiaries, and other affiliates,
if any, do not have a practice, policy, guidance, or directive that discriminates against a firearm
entity or firearm trade association and will not discriminate against a firearm entity or firearm trade
association during the term of this Agreement. The foregoing verification is made solely to enable
the Developer to comply with such Section and to the extent such Section does not contravene
applicable Texas or federal law. As used in the foregoing verification and the following definitions,
`discriminate against a firearm entity or firearm trade association,' a term defined in Section
2274.001(3), Texas Government Code (as enacted by such Senate Bill), (A) means, with respect
to the firearm entity or firearm trade association, to (i) refuse to engage in the trade of any goods
or services with the firearm entity or firearm trade association based solely on its status as a firearm
entity or firearm trade association, (ii) refrain from continuing an existing business relationship
with the firearm entity or firearm trade association based solely on its status as a firearm entity or
firearm trade association, or (iii) terminate an existing business relationship with the firearm entity
or firearm trade association based solely on its status as a firearm entity or firearm trade association
and (B) does not include (i) the established policies of a merchant, retail seller, or platform that
restrict or prohibit the listing or selling of ammunition, firearms, or firearm accessories and (ii) a
company's refusal to engage in the trade of any goods or services, decision to refrain from
continuing an existing business relationship, or decision to terminate an existing business
relationship (aa) to comply with federal, state, or local law, policy, or regulations or a directive by
a regulatory agency or (bb) for any traditional business reason that is specific to the customer or
potential customer and not based solely on an entity's or association's status as a firearm entity or
firearm trade association, (b) `firearm entity,' a term defined in Section 2274.001(6), Texas
Government Code (as enacted by such Senate Bill), means a manufacturer, distributor, wholesaler,
supplier, or retailer of firearms (defined in Section 2274.001(4), Texas Government Code, as
enacted by such Senate Bill, as weapons that expel projectiles by the action of explosive or
expanding gases), firearm accessories (defined in Section 2274.001(5), Texas Government Code,
as enacted by such Senate Bill, as devices specifically designed or adapted to enable an individual
to wear, carry, store, or mount a firearm on the individual or on a conveyance and items used in
conjunction with or mounted on a firearm that are not essential to the basic function of the firearm,
including detachable firearm magazines), or ammunition (defined in Section 2274.001(1), Texas
Government Code, as enacted by such Senate Bill, as a loaded cartridge case, primer, bullet, or
propellant powder with or without a projectile) or a sport shooting range (defined in Section
250.001, Texas Local Government Code, as a business establishment, private club, or association
that operates an area for the discharge or other use of firearms for silhouette, skeet, trap, black
powder, target, self-defense, or similar recreational shooting), and (c) `firearm trade association,'
a term defined in Section 2274.001(7), Texas Government Code (as enacted by such Senate Bill),
means any person, corporation, unincorporated association, federation, business league, or
business organization that (i) is not organized or operated for profit (and none of the net earnings
of which inures to the benefit of any private shareholder or individual), (ii) has two or more firearm
entities as members, and (iii) is exempt from federal income taxation under Section 501(a),
Internal Revenue Code of 1986, as an organization described by Section 501(c) of that code.
Improvement Area #2A Reimbursement Agreement
AnaCapri Public Improvement District Page 15
4.19. Form 1295. Submitted herewith is a completed Form 1295 generated by the Texas
Ethics Commission's (the "TEC") electronic filing application in accordance with the provisions
of Section 2252.908 of the Texas Government Code and the rules promulgated by the TEC (the
"Form 1295"). The City hereby confirms receipt of the Form 1295 from the Developer, and the
City agrees to acknowledge such form with the TEC through its electronic filing application
system not later than the 30th day after the receipt of such form. The Parties understand and agree
that, with the exception of information identifying the City and the contract identification number,
neither the City nor its consultants are responsible for the information contained in the Form 1295;
that the information contained in the Form 1295 has been provided solely by the Developer; and,
neither the City nor its consultants have verified such information.
(Execution pages follow.]
Improvement Area #2A Reimbursement Agreement
AnaCapri Public Improvement District Page 16
CITY:
CITY OF ANNA, TEXAS
By:
Nat
Tit]
Dal
Attest:
By•
City Secretaty
Approved as to form:
OK—L�2
By:
City Attorney
Improvement Area #?A Reimbursement Agreement
AnaCapri Public Improvement District
Page 17
DEVELOPER:
AnaCapri Laguna Azure LLC
a Wyoming limited liability company
By: AI Rev4able Trust, its member
I0
Name: Arm' " ipoi`o
Title: f Trust, a of the Al Revocable Trust
I
Improvement Area #2A Reimbursement Agreement
AnaCapri Public Improvement District Page 18
The undersigned is an agent for AnaCapri Laguna Azure, LLC ("Developer'), and requests
payment from the City of Anna, Texas (the "W') out of the [Improvement Area #2A Project
Fund (as defined in the Bond Indenture) / Improvement Area 92A Reimbursement Fund] in the
amount of $ for labor, materials, fees, and/or other general costs related to the creation,
acquisition, or construction of certain Improvement Area 92A Projects providing a special benefit
to property within the AnaCapri Public Improvement District. Unless otherwise defined, any
capitalized terms used herein shall have the meanings ascribed to them in the PID Reimbursement
Agreement, AnaCapri Public Improvement District, effective (the "Reimbursement
Agreement"). In connection with the above referenced payment, Developer represents and
warrants to the City as follows:
1. The undersigned is a duly authorized officer of Developer, is qualified to execute this
Certificate for Payment Form on behalf of Developer, and is knowledgeable as to the matters set
forth herein.
2. The payment requested for the below referenced Improvement Area #2A Projects has not
been the subject of any prior payment request submitted for the same work to the City or, if
previously requested, no disbursement was made with respect thereto.
3. The amount listed below is a true and accurate representation of the Improvement Area
#2A Project Costs associated with the creation, acquisition, or construction of said Improvement
Area #2A Projects and such costs: (a) are in compliance with the Reimbursement Agreement; and
(b) are consistent with the Service and Assessment Plan.
4. Developer is in compliance with the terms and provisions of the Development Agreement,
Developer Continuing Disclosure Agreement, Reimbursement Agreement and the Service and
Assessment Plan.
5. Developer has timely paid all ad valorem taxes and annual installments of Assessments it
owes or an entity Developer controls owes, located in the AnaCapri Public Improvement District
and has no outstanding delinquencies for such Assessments.
6. All conditions set forth in the Bond Indenture for the payment hereby requested have been
satisfied.
7. The work with respect to the Improvement Area #2A Projects referenced below (or its
completed segment, section, or portion thereof] has been completed, and the City has inspected
such Improvement Area #2A Projects.
8. Developer agrees to cooperate with the City in conducting its review of the requested
payment, and agrees to provide additional information and documentation as is reasonably
necessary for the City to complete said review.
0 1 7871.000009\4863-2506-9719.v L
9. No more than ninety-five percent (95%) of the budgeted or contracted hard costs for
Improvement Area #2A Project Costs identified may be paid until the work with respect to such
Improvement Area #2A Project Costs (or segment) has been completed and the City has accepted
such Improvement Area #2A Project Costs (or segment). One hundred percent (100%) of soft costs
(e.g., engineering costs, inspection fees and the like) may be paid prior to City acceptance of such
Improvement Area #2A Projects Costs (or segment)
10. The Developer confirms that based on all prior amounts paid to Developer from the
Improvement Area #2A Reimbursement Fund as of the date of this Certification for Payment and
based on the percentage of completion of the Improvement Area #2A Project Costs as of the date
of this Certification for Payment as verified by the City payment of the amounts requested in this
Certification for Payment, taking into account all prior payments for the Improvement Area #2A
Project Costs and the amount of work related to the Improvement Area #2A Project Costs
remaining to be completed as of the date of this Certification for Payment will not cause the
amounts on deposit in the Improvement Area 42A Reimbursement Fund to fall below the amount
necessary to complete the remaining Improvement Area #2A Project Costs taking into account the
amounts available to the Developer under its private loan, a line of credit and/or any other form
acceptable to the City.
Payments requested are as follows:
a. X amount to Person or Account Y for Z goods or services.
b. Payment / Wire Instructions
Attached hereto are true and correct invoices, cancelled checks, detailed receipts, purchase orders,
change orders, and similar instruments which support and validate the above requested payments.
Also attached hereto are "bills paid" affidavits and supporting documentation in the standard
form for City construction projects.
Pursuant to the Reimbursement Agreement, after receiving this payment request, the City has
inspected the Authorized Improvements (or completed segment) and confirmed that said work has
been completed in accordance with approved plans and all applicable governmental laws, rules,
and regulations.
I hereby declare that the above representations and warranties are true and correct.
[remainder of page left blank intentionally]
017871.000009\4863-2506-9719.v1
DEVELOPER:
AnaCapri Laguna Azure LLC
a Wyoming limited liability company
By: AI Revocable Trust, its member
By:
Name: Armin Afzalipour
Title: Trustee of the AI Revocable Trust
017871.00000914863-2506-9719.v 1
The City is in receipt of the attached Certificate for Payment, acknowledges the Certificate
for Payment, acknowledges that the Improvement Area #2A Projects (or its completed segment)
covered by the certificate have been inspected by the City, and otherwise finds the Certificate for
Payment to be in order. After reviewing the Certificate for Payment, the City approves the
Certificate for Payment and directs , as Trustee for the Improvement Area #2A
Bonds, to make such payments from the Improvement Area #2A Project Fund to Developer or to
any person designated by Developer.
CITY OF ANNA, TEXAS
By:
Name:
Title:
Date:
017871.00000914863-2506-9719.v1
The undersigned is an agent for AnaCapri Laguna Azure, LLC ("Developer") and requests
payment to Developer (or to the person designated by Developer) from the applicable account of
the Improvement Area #2A Project Fund from (the "Trustee") in the amount of
($ ) to be transferred from the applicable account of the
Improvement Area #2A Project Fund upon the delivery of the Improvement Area #2A Bonds for
costs incurred in the establishment, administration, and operation of AnaCapri Public
Improvement District (the "District") and costs associated with the issuance of Improvement Area
#2A Bonds, as follows.
Unless otherwise defined, any capitalized terms used herein shall have the meanings ascribed to
them in the Indenture of Trust by and between the City and the Trustee dated as of (the
"Indenture") relating to the [ ] (the "Improvement Area #2A
Bonds').
In connection with the above referenced payment, Developer represents and warrants to the City
as follows:
I . The undersigned is a duly authorized officer of Developer, is qualified to execute
this Closing Disbursement Request on behalf of Developer, and is knowledgeable as to the matters
set forth herein.
2. The payment requested for the below referenced establishment, administration, and
operation of the District at the time of the delivery of the Improvement Area #2A Bonds have not
been the subject of any prior payment request submitted to the City.
3. The amount listed for the below costs is a true and accurate representation of the
Improvement Area #2A Project Costs associated with the establishment, administration and
operation of the District at the time of the delivery of the Improvement Area #2A Bonds, and such
costs are in compliance with the Service and Assessment Plan.
4. The Developer is in compliance with the terms and provisions of the
Reimbursement Agreement, the Bond Indenture, and the Service and Assessment Plan.
5. All conditions set forth in the Indenture and the Reimbursement Agreement for the
payment hereby requested have been satisfied.
6. The Developer agrees to cooperate with the City in conducting its review of the
requested payment, and agrees to provide additional information and documentation as is
reasonably necessary for the City to complete said review.
Payments requested hereunder shall be made as directed below:
[Information regarding Payee, amount, and deposit instructions attached]
017871.000009\4863-2506-9719.v 1
I hereby declare that the above representations and warranties are true and correct.
DEVELOPER:
AnaCapri Laguna Azure LLC
a Wyoming limited liability company
By: AI Revocable Trust, its member
By:
Name: Armin Afzalipour
Title: Trustee of the AI Revocable Trust
0 1 7871.000009\4863-2506-9719.v 1
The City is in receipt of the attached Closing Disbursement Request, acknowledges the
Closing Disbursement Request, and finds the Closing Disbursement Request to be in order. After
reviewing the Closing Disbursement Request, the City approves the Closing Disbursement
Request and directs payment to be made from Costs of Issuance Account upon delivery of the
Improvement Area #2A Bonds.
CITY OF ANNA, TEXAS
By: _
Name:
Title:
Date:
017871.000009\4863-2506-9719.v1