HomeMy WebLinkAboutRes 2024-04-1618 Development Agreement with Anacapri Laguna Azure LLC (Anacapri North) RECORDEDAfter Recording Return to:
City of Anna
120 W 7th St, Anna, Tx 75409
ANACAPRI NORTH DEVELOPMENT AGREEMENT
This AnaCapri North Development Agreement (this "Agreement") is entered into by and
between the CITY OF ANNA, TEXAS a home -rule municipality in Collin County, Texas (the
"City"), and ANACAPRI LAGUNA AZURE, LLC, a Wyoming limited liability company
("Developer"), to be effective on the Effective Date.
SECTION 1
RECITALS
WHEREAS, certain terms used herein are defined in Section 2; and
WHEREAS, Developer and the City are sometimes collectively referenced in this
Agreement as the "Parties" or each individually as a "Party"; and
WHEREAS, Developer owns approximately 205 acres of real property, a portion of
which is located in the corporate limits of the City and a portion of which is located in the
extraterritorial jurisdiction ("ETJ") of the City, and described in Exhibit A-1 ("In -City
Property") and A-2 ("ETJ Property") (the In -City Property and the ETJ property collectively,
the "Property"); and
WHEREAS, all of the Property is located within an area certificated by the Texas Public
Utility Commission for the City to provide retail waster service (Certificate of Convenience and
Necessity No. 12976) and retail wastewater service (Certificate of Convenience and Necessity
No. 20898); and
WHEREAS, Developer desires to proceed with development of the Property to be
known as AnaCapri North as approximately 800 single family home lots, as generally illustrated
on the Concept Plan in Exhibit B, which development is anticipated to occur over a number of
years; and
WHEREAS, the Parties further intend that the Property will be developed in accordance
with the Concept Plan, this Agreement, the Development Standards, and the City Regulations;
and
WHEREAS, upon (i) the execution of this Agreement, (ii) creation of the two (2) PIDs,
(iii) creation of the TIRZ, (iv) approval of the TIRZ Project and Finance Plan, (v) the Parties
entering into a Reimbursement Agreement, (vi) the City approving a preliminary plat of the
Property consistent with the Concept Plan, Developer intends to annex the ETJ Property into
the corporate limits of the City and develop the Property in the corporate limits of the City; and
WHEREAS, Developer intends to design, construct and install and/or make financial
contributions to certain Authorized Improvements to serve the Property; and
ANACAPRI NORTH DEVELOPMENT AGREEMENT - Page 1
WHEREAS, the Parties intend for the design, construction, and installation of the
Authorized Improvements to occur in a phased manner and intend that Developer will dedicate
the Authorized Improvements to the City for ownership, use and maintenance, subject to
approval of the plans and inspection and acceptance of the Authorized Improvements in
accordance with this Agreement and the City Regulations; and
WHEREAS, in consideration of Developer's agreements contained herein and upon the
creation of the two (2) PIDs, the City shall use good faith efforts to exercise its powers under the
PID Act, to provide financing arrangements that will enable Developer to do the following in
accordance with the procedures and requirements of the PID Act and this Agreement: (a) receive
funding or reimbursement for all or a portion of the PID Projects using the PID Bond Proceeds;
or (b) receive funding or reimbursement for all or a portion of the PID Projects, from annual
installment payments from Assessments on the Property within a PID, provided that such
reimbursements shall be subordinate to the payment of (y) PID Bonds, and (z) Administrative
Expenses; and
WHEREAS, the City, subject to the consent and approval of the City Council, the
satisfaction of all conditions for PID Bond issuance, Developer's compliance with this
Agreement, and in accordance with the terms of this Agreement and all legal requirements,
including but not limited to the Indenture, shall use good faith efforts to: (i) create the two (2)
PIDs; (ii) adopt a Service and Assessment Plan for the applicable PID; (iii) adopt one or more
Assessment Ordinances (to fund or reimburse Developer for all or a portion of the PID Projects
Cost and the costs associated with the administration of the PID and the issuance of the PID
Bonds, and for repayment of PID Bonds); (iv) issue, in multiple series, up to $55,000,000.00 in
the principal amount of PID Bonds for the purpose of financing the PID Projects in accordance
with the Service and Assessment Plan and reimbursing Developer for certain associated costs as
described herein; and
WHEREAS, the Parties agree that the Authorized Improvements are also improvements
that qualify as projects under the TIRZ Act; and
WHEREAS, the City shall use good faith efforts to create a TIRZ under the TIRZ Act
that shall be coterminous with the boundaries of the Property and shall adopt, approve, and
execute the TIRZ Documents to dedicate said TIRZ increment for a period of 30 years on each
Lot, with the base year being established for any residential TIRZ payment area, as of the year
PID Bonds are issued over the corresponding PID improvement area; and
WHEREAS, all of the City's Administrative Expenses associated with the TIRZ, when
created, will be paid from the TIRZ Fund, in accordance with the TIRZ Act, and the City will
not be responsible for payment of such costs; and
WHEREAS, to the extent funds must be advanced to pay for any costs associated with
the creation of the PIDs or TIRZ, the issuance of PID Bonds, or the preparation of documentation
related thereto, including any costs incurred directly by the City and its consultants and advisors
(excluding the fees associated with closing the PID Bonds and paid from PID Bond Proceeds,
ANACAPRI NORTH DEVELOPMENT AGREEMENT - Page 2
and excluding any costs incurred as the result of third party inquiries, requests, or projects),
Developer shall be responsible for advancing such funds and shall have a right to reimbursement
for the funds advanced from the PID Bond Proceeds, Assessment revenues, or TIRZ increments,
and the City will not be responsible for such reimbursement or the payment of any such costs
from any other sources of funds; and
WHEREAS, in consideration of the Developer's agreements contained herein, the City
shall use good faith efforts to create the TIRZ and adopt, approve, and execute the TIRZ
Documents to dedicate a certain amount of the City's collected ad valorem tax increment as
provided for in this Agreement; and
WHEREAS, Developer understands and acknowledges that the obligations undertaken
pursuant to this Agreement are primarily for the benefit of the Property; and
WHEREAS, the City recognizes the positive impact the Authorized 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
WHEREAS, unless expressly set forth to the contrary in this Agreement, the Parties
intend this Agreement to supersede City Regulations only to the extent that City Regulations
directly conflict with the terms of this Agreement; and
WHEREAS, the Parties acknowledge that as to the portion of the Property currently in
the ETJ, this Agreement is a development agreement as provided by state law, including
particularly Section 212.171 et seq. of the Texas Local Government Code.
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. Any capitalized
term not defined herein shall have the meaning assigned to it by the City Code, if applicable.
Unless the context requires otherwise, the following terms shall have the meanings hereinafter
set forth:
Administrative Expenses shall include reasonable expenses actually incurred by the City
in the establishment, administration, and operation of the PID and the TIRZ and the collection of
any Assessments and other amounts associated with same.
Assessment(s) means the special assessments levied on the Property on a phase -by -phase
basis, under one or more Assessment Ordinances adopted to reimburse Developer for a portion
ANACAPRI NORTH DEVELOPMENT AGREEMENT - Page 3
of the PID Projects benefitting the applicable phase(s) as set forth in the Service and Assessment
Plan, as well as payment of Administrative Expenses and repayment of the PID Bonds and the
costs associated with the issuance of the PID Bonds.
Assessment Ordinance means an ordinance approved by the City Council under the PID
Act levying one or more Assessment(s).
Authorized Improvements means the PID Projects and all other on- and off -site public
water, ,sewer, drainage, and roadway facilities and the encompassing land, along with other
public improvements, such as landscaping and screening, parks, and trails, to be constructed by
Developer and owned and maintained by the City (however facilities owned by the City and
maintained by HOA, if any, shall be included), including without limitation the improvements
identified on Exhibit C, which benefit the Property and for which the Parties intend Developer
will be fully or partially reimbursed pursuant to the terms of this Agreement. Exhibit "C"
includes a summary of the Authorized Improvements and related costs. Greater detail as to such
improvements and costs are included in Engineering Reports prepared by McAdams, for
AnaCapri Laguna Azure, LLC, for AnaCapri Phases V, VI, VII, VIII, dated April 1, 2024,
reference to which is made for all purposes.
Authorized Improvements Cost mean the actual costs of design, engineering,
construction, acquisition, and inspection of the Authorized Improvements and all costs related
in any manner to the Authorized Improvements.
Bond Ordinance means an ordinance adopted by the City Council that authorizes and
approves the issuance and sale of a series of PID Bonds.
Budgeted Cost means, with respect to any given Authorized Improvement, the estimated
cost of the improvement as set forth by phase in Exhibit C but shall not be construed as a
limitation on the cost of an improvement.
Capital Improvement(s) shall have the meaning provided in Chapter 395, Texas Local
Government Code.
Capital Improvement Costs means any construction, contributions, or dedications of
Capital Improvements, including actual costs of design, engineering, construction, acquisition,
and inspection, and all costs related in any manner to the Capital Improvement.
Capital Improvements Plan ("CIPD 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.
Certificate of Occupancy ("C.O") means a certificate under City Code Section
9.04.082(c)(5), as amended, required to use or occupy or permit the use or occupancy of any
building or premises.
ANACAPRI NORTH DEVELOPMENT AGREEMENT - Page 4
Chapter 380 Agreement means the agreement entered into between Developer and the
City referenced in Section 9.16.
Cily 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 PID Fee means the per single -family -residential -lot fee to be paid by Developer to
the City in accordance with the established City PID Policy and in accordance with Section 9.15
hereof.
City PID Policy means the City of Anna Public Improvement District Policy approved
by the City Council on June 23, 2020 via Resolution No. 2020-06-747.
City Regulations means the City's applicable development regulations as such exist on
the Effective Date, including without limitation City Code provisions, Development Standards,
ordinances, design standards, and other policies duly adopted by the City.
Concept Plan means the intended plan for the development of the Property, as depicted
on Exhibit B.
Developer means the entity(ies) responsible for developing the Property in accordance
with this Agreement and their permitted assigns.
Developer Continuing Disclosure Agreement means any continuing disclosure
agreement of Developer executed contemporaneously with the issuance and sale of PID Bonds.
Developer Improvement Account means any construction fund account created under a
particular bond Indenture, funded by Developer, and used to pay for portions of the acquisition,
design, and construction of the PID Projects in the respective phase of development.
Development means the single-family residential subdivision to be developed under the
terms of this Agreement on the Property.
Development Standards means the design specifications and construction standards
imposed by this Agreement and the applicable City Regulations, including those provided in
Exhibit "D" hereto.
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.
End User means any tenant, user, or owner of a Fully Developed and Improved Lot.
ANACAPRI NORTH DEVELOPMENT AGREEMENT - Page 5
Fire Station Land means a tract of land located within the Development consisting of a
minimum of 3.0 acres of contiguous real property in a location at or near the area shown on
Exhibit B labeled "FIRE STATION 3 ACRES".
Fully Developed and Improved Lot means any privately -owned lot in the Property,
regardless of proposed use, intended to be served by the Authorized Improvements and for which
a final plat has been approved by the City and recorded in the Real Property Records of Collin
County.
HOA means a property owners' association as defined under Section 202.001, Texas
Local Government Code, that Developer is required to form under this Agreement to be known
as the Anacapri North Homeowners' Association or such other name as may be available with
the Texas Secretary of State, and its successors.
Home Buyer Disclosure Program means the disclosure program, administered by the PID
Administrator as set forth in a document in the form of Exhibit E, or another form agreed to by
the Parties, that establishes a mechanism to disclose to each End User the terms and conditions
under which their lot is burdened by the PID.
Impact Fees means those fees normally assessed before or at the time of recordation of a
final plat and collected at the time the City issues a building permit in accordance with Chapter
395, Texas Local Government Code, and as defined therein.
Impact Fee Credits means dollar -for -dollar, unreduced credits of Impact Fees otherwise
due from the Project to offset certain Capital Improvement Costs.
Improvement Account of the Project Fund ("IAPF") means any construction fund
account created under a particular bond Indenture, funded by PID Bond Proceeds, and used to
pay or reimburse for certain portions of the construction or acquisition of the PID Projects in the
respective phase of development.
Indenture means a trust indenture by and between the City and a trustee bank under which
a series of PID Bonds are issued and funds are held and disbursed.
Indenture Accounts means the IAPF and Developer Improvement Account of the
respective Indenture.
Independent Appraisal means, in establishing the appraised value, the City has the right to
choose the method(s) to determine value, which may be include one of the following: (i) the
appraised value of a specific assessed parcel or assessed parcels, as applicable, in a specific phase
of the Development for which Assessments have been levied as established by publicly available
data from the Collin Central Appraisal District, or (ii) the Collin Central Appraisal District Chief
Appraiser's estimated assessed valuation for completed homes (home and lot assessed valuation)
and estimated lot valuation for lots on which homes are under construction, or (iii) an "as -
complete" appraisal delivered by an independent appraiser licensed in the State of Texas, which
appraisal shall assume completion of the particular phase for which said Assessments have been
ANACAPRI NORTH DEVELOPMENT AGREEMENT - Page 6
or will be levied, as applicable, or (iv) a certificate delivered to the City by a qualified independent
third party (which party may be the PID Administrator or a licensed appraiser) certifying on an
individual lot type basis, the value of each lot in the particular phase, as applicable, for which such
Assessments have been levied based on either (x) the average gross sales price (which is the gross
amount including escalations and reimbursements due to the seller of the lots) for each lot type
based on closings of lots in such phase for which the Assessments have been levied, or (y) the
sales price in the actual lot purchase contracts in the particular phase for which such Assessments
have been or will be levied, as applicable.
Lot means a parcel of land in a plat within the Property developed for single family
residential use for which the Authorized Improvements have been constructed and a final plat has
been recorded.
Lot Type means a defined classification of single-family land based on the
property's width (measured at the front building line) and depth.
Mayor means the Mayor of the City of Anna, the Mayor Pro Tem of the City of Anna, or
the Deputy Mayor Pro Tem of the City of Anna, as appropriate.
Notice means any notice required or contemplated by this Agreement (or otherwise given
in connection with this Agreement).
PID(s) means the Anacapri North Public Improvement District No. 1 ("PID No. I")
covering all single-family residential lands within the portion of the Property described in
Exhibit A-3, or AnaCapri North Public Improvement District No. 2 ("PID No. 2") encompassing
all single family residential lands within the portion of the Property described in Exhibit A-4,
which the City agrees to exert good faith efforts to create for the benefit of the Property pursuant
to the PID Act. PIDs mean both PID No. 1 and PID No. 2.
PID Act means Chapter 372, Texas Local Government Code, as amended.
PID Administrator means an employee, consultant, or designee of the City who shall
have the responsibilities provided in the Service and Assessment Plan, an Indenture, or any other
agreement or document approved by the City related to the duties and responsibilities for the
administration of the PID.
PID Bonds means special assessment revenue bonds, but not Refunding Bonds, issued
by the City pursuant to the PID Act to finance the PID Projects.
PID Bond Proceeds means the funds generated from the sale of the PID Bonds.
PID Documents means, collectively, the PID Resolution, the Service and Assessment
Plan, the Assessment Ordinance(s), and the PID Reimbursement Agreement(s).
PID Financial Summary means the document attached to this Agreement as Exhibit G,
which summarizes financial data related to the PID and TIRZ.
ANACAPRI NORTH DEVELOPMENT AGREEMENT - Page 7
PID Projects means all water, wastewater/sewer, drainage, roadway, park, trail,
landscape, irrigation, hardscape, and other improvements allowable under the PID Act that are
to be owned and maintained by the City (however facilities owned by the City and maintained
by HOA, if any, shall be included), and benefitting and necessary to serve the Development,
including those identified in the PID Documents and outlined in Exhibit C.
PID Projects Cost means the actual cost of design, engineering, construction, acquisition,
and/or inspection of the PID Projects, along with Administrative Expenses associated with the
PID.
PID Reimbursement Agreement means an agreement by and between the City and
Developer by which the Parties establish the terms by which Developer may obtain
reimbursements for PID Projects through the PID Bond Proceeds or Assessments.
PID Resolutions) means a resolution adopted by the City creating PID No. 1 or PID No.
2.
PID Resolution means the resolution adopted by the Council creating each of the PIDs
pursuant to Section 372.010 of the PID Act and approving the advisability of the Authorized
Improvements.
Public Infrastructure means all water, wastewater/sewer, drainage, roadway, walking and
golf cart paths and trails, and other infrastructure necessary to serve the full development of the
Property and/or to be constructed and dedicated to the City under this Agreement. The term
includes without limitation the PID Projects.
Real Property Records of Collin County means the official land recordings of the Collin
County Clerk's Office.
Refunding Bonds means bonds issued pursuant to Section 372.027, Texas Local
Government Code.
Service and Assessment Plan ("SAP") means the Service and Assessment Plan for the
PID, to be updated, adopted and amended annually, if needed, by the City Council pursuant to
the PID Act for the purpose of assessing allocated costs against portions of the Property located
within the boundaries of the PID having terms, provisions, and findings approved by the City, as
required by this Agreement.
TIRZ means each tax increment reinvestment zone created under the TIRZ Act and
located within the Property.
TIRZ Act means Chapter 311 of the Texas Tax Code, as amended.
TIRZ Documents means the TIRZ project and finance plan, and the TIRZ Ordinance.
ANACAPRI NORTH DEVELOPMENT AGREEMENT - Page 8
TIRZ Fund means the fund set up by the City in order to receive the TIRZ Revenue in
accordance with this Agreement, the TIRZ Documents and state law.
TIRZ Ordinance means the City Ordinance by the City Council establishing a TIRZ
pursuant to Chapter 311, Texas Tax Code, and any subsequent ordinances effectuating
amendments thereto.
TIRZ Projects means those projects described in the TIRZ Project and Finance Plan to
be undertaken by the TIRZ.
TIRZ Project and Finance Plan means the project and finance plan for the TIRZ, as
amended from time to time.
TIRZ Revenue means the Residential Increment paid into the TIRZ Fund.
SECTION 3
PUBLIC IMPROVEMENT DISTRICTS
3.1 Creation of PIDs and Levy of Assessments. The City shall use good faith efforts to
initiate and approve all necessary documents and ordinances, including without limitation the
PID Documents, required to effectuate this Agreement, to create the two (2) PIDs to cover all
the Property, and to levy the Assessments. The Assessments, if approved by the City Council,
shall be levied: (i) on a phase -by -phase basis against the applicable phase(s) benefitted by the
applicable portion of the PID Projects for which the applicable series of the PID Bonds are
issued, and (ii) prior to the sale of any lot to an End User. The City will select a PID
Administrator and the City Council will consider approval of the Preliminary SAP, which shall
include the PID Projects and provide for the levy of the Assessments on the Property. Promptly
following preparation and approval of a Preliminary SAP acceptable to Developer and the City
and subject to the City Council making findings that the PID Projects confer a special benefit on
the Property, the City Council shall consider an Assessment Ordinance.
3.2 Acceptance of Assessments and Recordation of Covenants Running with the
Land. Following the levy of the Assessments applicable to a particular phase of the
Development, Developer shall approve and accept in writing the levy of the Assessment(s) on
such phase and shall approve and accept in writing the Home Buyer Disclosure Program related
to such phase and shall cause covenants running with the land to be recorded against the portion
of the Property within the applicable phase of the Development, which will bind any and all
current and successor developers and owners within the applicable phase of the Development
to: (i) pay the Assessments, with applicable interest and penalties thereon, as and when due and
payable hereunder and take their title subject to and expressly assume the terms and provisions
of such assessments and the liens created thereby, and (ii) comply with the Home Buyer
Disclosure Program.
SECTION 4
PID BONDS
ANACAPRI NORTH DEVELOPMENT AGREEMENT - Page 9
4.1 PID Bond Issuance. Developer may request issuance of PID Bonds by filing with
the City a list of the PID Projects to be funded or acquired with the PID Bond Proceeds and the
estimated or actual costs of such PID Projects. Developer acknowledges that the City may require
at that time a professional services agreement that obligates Developer to fund the costs of the
City's professionals relating to the preparation for and issuance of PID Bonds, which amount
shall be agreed to by the Parties and considered a cost payable from such PID Bond Proceeds.
The issuance of each series of PID Bonds is subject to the following conditions:
(a) the adoption or amendment of the Service and Assessment Plan and an
Assessment Ordinance levying Assessments on all or any portion of the Property benefitted by
PID Projects in amounts sufficient to pay all costs related to the PID Bonds;
(b) if requested by the City, an Independent Appraisal confirming the value of the
property and that the special benefits conferred on the properties being assessed for the PID
Projects increase the value of the property by an amount at least equal to the amount assessed
against such property;
(c) 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;
(d) Developer is current on all ad valorem taxes and Assessments owed by it;
(e) Developer is not in default of a material provision under this Agreement;
(f) no outstanding PID Bonds are in default and no reserve funds have been drawn
upon that have not been replenished;
(g) the PID Administrator has certified that the specified portions of the costs of the
PID Projects to be paid from PID Bond Proceeds are eligible to be paid therewith, such approval
not to be unreasonably withheld, conditioned or delayed upon presentation of a certificate in
compliance with the applicable Indenture;
(h) the PID Projects to be financed by the PID Bonds have been or are being
constructed according to the Development Standards;
(i) the maximum maturity for PID Bonds shall not exceed 30 years from the date of
delivery thereof;
0) the final maturity for any PID Bonds shall be not later than 50 years from the date
of this Agreement;
(k) no information regarding the City, including without limitation financial
information, shall be included in any offering document relating to PID Bonds without the
consent of the City;
ANACAPRI NORTH DEVELOPMENT AGREEMENT - Page 10
(1) simultaneous with closing the PID Bonds and to the extent that the PID Projects
have not already been completed and paid for and the PID Bonds are insufficient to fully fund
such PID Projects, Developer shall either (i) fund or cause the funding necessary to cover the
shortfall, or (ii) provide evidence of financial security sufficient, in the reasonable judgment of
the City, and exclusively dedicated to fund the PID Projects to cover the shortfall;
(m) Developer agrees to provide periodic information and notices of material events
regarding Developer and Developer's development of the Property within the PID in accordance
with Securities and Exchange Commission Rule 15c2-12 and any Developer Continuing
Disclosure Agreement;
(n) the maximum tax equivalent assessment rate for the annual assessment payment
shall not exceed $0.9348 per $100.00 taxable assessed valuation, without prior written consent
of the City, in its sole discretion;
(o) Developer is not in default under a Developer Continuing Disclosure Agreement;
(p) for the issuance of any Refunding Bonds, the amount of assessment necessary to
pay the Refunding Bonds shall not exceed the amount of the assessments that were levied to pay
the PID Bonds that are being refunded;
(q) the City's engineer(s) determines that the PID Projects Cost shown on Exhibit C,
as updated and amended, are consistent with the then current prices in the marketplace at the
time such costs were incurred.
(r) the City has determined that the amount of proposed Assessments and the
structure, terms, conditions and timing of the issuance of the PID Bonds, including without
limitation the proposed value to lien ratio, are consistent with other revenue bonds being sold by
the City and secured solely by assessments levied via a public improvement district.
(s) the PID Projects 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, including any applicable City Regulations;
(t) All third party costs incurred by the City that are associated with the
administration of the PID shall be paid out of special assessment revenue levied against property
within the PID. City administration costs shall include without limitation those third party fees
associated with continuing disclosure, compliance with federal tax law, agent fees, regulatory
reporting and legal and financial reporting requirements.
(u) The City PID Fee with respect to the applicable phase has been paid in full by
the Developer before marketing of the PID Bonds).
ANACAPRI NORTH DEVELOPMENT AGREEMENT -Page 11
(v) Developer has dedicated to the City the Fire Station Land; and
(w) the aggregate principal amount of PID Bonds issued and to be issued shall not
exceed $55,000,000.00.
4.2 Disclosure Information. Prior to the issuance of PID Bonds by the City,
Developer agrees to provide all relevant information, including financial information that is
reasonably necessary in order to provide potential bond investors with a true and accurate
offering document for those PID Bonds. Developer agrees, represents, and warrants that any
information provided by Developer for inclusion in a disclosure document for an issue of PID
Bonds will not contain any untrue statement of a material fact or omit any statement of material
fact required to be stated therein or necessary to make the statements made therein, in light of
the circumstances under which they were made, not misleading, and Developer further agrees
that it will provide a certification to such effect as of the date of the closing of any PID Bonds.
4.3 Tax Certificate. If, in connection with the issuance of the PID Bonds, the City is
required to deliver a certificate as to tax exemption (a "Tax Certificate') to satisfy requirements
of the Internal Revenue Code, Developer agrees to provide, or cause to be provided, such facts
and estimates as the City reasonably considers necessary to enable it to execute and deliver its
Tax Certificate. Developer represents that such facts and estimates will be based on its reasonable
expectations on the date of issuance of the respective series of PID Bonds and will be, to the best
of the knowledge of the officers of Developer providing such facts and estimates, true, correct
and complete as of such date. To the extent that it exercises control or direction over the use or
investment of the PID Bond Proceeds, including, but not limited to, the use of the Authorized
Improvements, Developer further agrees that it will not knowingly make, or permit to be made,
any use or investment of such funds that would cause any of the representations, covenants or
agreements of the City contained in a Tax Certificate to be violated or that would otherwise have
an adverse effect on the tax-exempt status of the interest payable on the PID Bonds for federal
income tax purposes.
4.4 Failure to Issue PID Bonds. In the event PID Bonds for a particular phase of the
Development are not issued as a result of any act or omission of the City and by no fault of the
Developer, and a period of ninety (90) days to cure such non-occurrence has passed, then (a) the
City shall —if the Developer petitions for disannexation—disannex the applicable portion of the
Property and any remaining portion of the Property for which PID Bonds have not been issued
within thirty (30) days' of the filing of the disannexation petition by Developer and such property
shall thereafter be immune to involuntary annexation by the City for a period of thirty (30) years
and, (b) upon such petition by Developer, the City shall be deemed to have consented to the
formation of a municipal utility district or similar district created by special act of the Texas
Legislature or the TCEQ or, if necessary, any other agency with jurisdiction, on the portion of
the Property disannexed pursuant to this paragraph. If PID Bonds have been issued for prior
phases of the Development or assessments been levied, those phases shall remain within the
limits of the City and the PID and shall not be eligible for inclusion into such special district.
Notwithstanding the foregoing or any other provision of this Agreement, this paragraph shall not
apply and disannexation shall not be required in the event that PID Bonds for a particular phase
ANACAPRI NORTH DEVELOPMENT AGREEMENT - Page 12
of the Development are not issued by the City because any of the conditions and requirements
set forth in Section 4.1 and/or Section 4.2 have not been satisfied. If any portion of the Property
is disannexed from the City's corporate limits and the City consents to creation of the municipal
utility district or similar district Developer waives the right to file a petition or otherwise seek
removal of any portion of the Property from the City's ETJ.
SECTION 5
TIRZ
5.1 Tax Increment Reinvestment Zone. At the time of execution of this Agreement,
the City shall exercise its powers under the TIRZ Act and create a TIRZ whose boundaries are
coterminous with the boundaries of the Property. The City intends to dedicate over the single
family residential lands within the Property, fifty percent (50%) of the City's tax increment (net
of Administrative Expenses) attributable to the TIRZ, based on the City's tax rate each year (the
"Residential Increment"). All of the Residential Increment shall be used to off -set or pay a
portion of any Assessments levied on the Property within the TIRZ and PID or for Authorized
Improvements Cost that qualify as projects under the TIRZ Act. Notwithstanding the foregoing
or any other provision of this Agreement, the TIRZ shall be terminated no later than 45 years
after it is created at which time Developer shall no longer receive any portion of the Residential
Increment; provided, however, that subzones within the TIRZ corresponding to areas within the
PID for which PID Bonds are issued shall terminate no later than 30 years after such PID Bonds
are issued.
5.2 TIRZ Fund. In accordance with the TIRZ Project and Finance Plan, the City's
collected revenue from its tax increment obtained from the Property shall be placed into the TIRZ
Fund, a separate fund which has been or shall be created by the City. The monies in the TIRZ
Fund shall be distributed in accordance with the TIRZ Project and Finance Plan to lower the
Assessments levied on the Property on an annual basis.
SECTION 6
AUTHORIZED IMPROVEMENTS
6.1 Authorized Improvements. The Authorized Improvements and Authorized
Improvements Cost are subject to change and shall be updated by the City consistent with the
Service and Assessment Plan and the PID Act. All approved final plats within the Development
shall include those Authorized Improvements located therein, save landscaping and such other
Authorized Improvements as are not typically included in plats, and the respective Authorized
Improvements Cost shall be finalized at the time the applicable final plat is approved by the City
Council. Developer shall include any updated Budgeted Cost(s) with each final plat application
that shall be submitted to the City Council for consideration and approval concurrently with the
submission of each final plat. Upon approval by the City Council of any such updated Budgeted
Cost(s), this Agreement shall be deemed amended to include such approved updated Budgeted
Cost(s) in Exhibit C. The Budgeted Costs and Authorized Improvements Cost will be reviewed
at least annually by the Parties in an annual update of the Service and Assessment Plan adopted
and approved by the City.
ANACAPRI NORTH DEVELOPMENT AGREEMENT - Page 13
6.2 Construction, Ownership, and Transfer of Authorized Improvements.
(a) Contract Specifications. Developer's engineers shall prepare, or cause the
preparation of, and provide the City with contract specifications and necessary related
documents for the Authorized Improvements.
(b) Construction Standards, Inspections and Fees. Except as otherwise expressly set
forth in this Agreement, the Authorized Improvements and all other Public Infrastructure
required for the development of the Property shall be constructed and inspected in accordance
with this Agreement, the City Regulations, and any other governing body or entity with
jurisdiction over the Authorized Improvements.
(c) Construction of Improvements. Developer agrees to cause all Public
Infrastructure to be constructed in a good and workmanlike manner. Upon request, the City
shall provide "tax-exempt" letters to Developer for use by all contractors, subcontractors, and
suppliers installing Public Infrastructure within the Property.
(d) Contract Letting. The Parties understand that construction of the Authorized
Improvements to be funded through Assessments are legally exempt from competitive bidding
requirements pursuant to the Texas Local Government Code. The Parties acknowledge that, as
of the Effective Date, the construction contracts for the construction of Authorized
Improvements have not been awarded and contract prices have not yet been determined. Before
entering into any construction contract for the construction of all or any part of the Authorized
Improvements, Developer's engineers shall prepare, or cause the preparation of, and submit to
the City all contract specifications and necessary related documents, including the contract
proposal showing the negotiated total contract price and scope of work.
(e) Ownership. All of the Authorized Improvements and Public Infrastructure shall
be owned by the City upon acceptance of them by the City. Developer agrees to take any action
reasonably required by the City to transfer, convey, or otherwise dedicate or ensure the
dedication of land, right-of-way, or easements for the Authorized Improvements and Public
Infrastructure to the City and the public. The Parties understand that PID Bond Proceeds and/or
the proceeds from PID Assessments will be used to reimburse Developer for PID Projects Cost
related to the PID Projects and, in the event PID Bond Proceeds and/or proceeds from PID
Assessments are not available at the time that all or a portion of the PID Projects are
substantially complete and the City is ready to accept said PID Projects or portion thereof, PID
Bond Proceeds and/or proceeds from PID Assessments, once available, will be used to
reimburse Developer for said PID Projects Cost following acceptance by the City.
6.3 Operation and Maintenance.
(a) Upon inspection, approval, and acceptance of the Authorized Improvements or
any portion thereof, the City shall maintain and operate the accepted Public Infrastructure and
provide retail water and sewer service to the Property.
ANACAPRI NORTH DEVELOPMENT AGREEMENT - Page 14
(b) Upon final inspection, approval, and acceptance of the roadway Authorized
Improvements required under this Agreement or any portion thereof, the City shall maintain and
operate the public roadways and drainage improvements.
(c) The HOA shall maintain and operate any open spaces, nature trails, amenity
centers, common areas, landscaping, screening walls, Development signage, and any other
common improvements or appurtenances within the Property that are not maintained or operated
by the City and not financed in any manner with PID Bond Proceeds.
6.4 Water Facilities.
(a) Developer's General Obligations. Developer is responsible for design,
installation, and construction of all water improvements necessary to serve the Property, as
reflected in Exhibit C. The design of water improvements shall be approved by the City
promptly and in advance of the construction of same. Subject to the City's obligations under
Section 9.11, Developer shall be responsible for the acquisition of any easements and other
property acquisitions necessary for water facilities for all development upon and within the
Property. All costs of obtaining such easements may be included in the applicable Authorized
Improvement Costs as permitted by statute to be reimbursed to the Developer through the PID.
(b) Timing of General Obligations. Except as otherwise provided herein, Developer
shall complete all water facility improvements necessary to serve each phase of the Development
prior to or substantially concurrent with the recordation of the final plat covering such phase.
6.5 Wastewater/Sanitary Sewer Facilities.
(a) Developer is responsible for the design, installation, and construction of all
wastewater/sanitary sewer improvements necessary to serve the Property, as reflected in Exhibit
C. The design of all wastewater/sanitary sewer improvements shall be approved by the City in
advance of the construction of same. Subject to the City's obligations under Section 9.11,
Developer shall be responsible for the acquisition of any easements and other property
acquisitions necessary for wastewater/sewer facilities for all Development. All costs of obtaining
such easements may be included in the applicable Authorized Improvement Costs as permitted
by statute to be reimbursed to the Developer through the PID.
(b) Timing of General Obligations. Except as otherwise provided herein, Developer
shall complete all sanitary sewer/wastewater facility improvements necessary to serve each
phase of the Development prior to or substantially concurrent with the recordation of the final
plat covering such phase.
(c) The wastewater/sanitary sewer improvements include a regional lift station. The
design of the regional lift station and that portion of the capacity of the regional lift station
necessary to serve the Property shall be considered an Authorized Improvement. The remaining
ANACAPRI NORTH DEVELOPMENT AGREEMENT - Page 15
portion of the capacity of the regional lift station shall be considered an oversizing of the
Authorized Improvements and will be paid by the City as provided in Section 7.1(e).
6.6 Water and Wastewater Services.
(a) The City represents and confirms that it currently has and shall continue to have
the capacity to provide to the Property with continuous and adequate retail water and wastewater
service at times and in amounts sufficient to timely meet the service demands of the Development
and the Property as the Property is developed.
(b) Upon acceptance by the City of the water and wastewater facilities described
herein, the City shall operate or cause to be operated said water and wastewater facilities serving
the Development and use them to provide service to all customers within the Development at the
same rates as similar projects located within the City and as otherwise required by State law as
the holder of the certificate of convenience and necessity covering the Property. Upon acceptance
by the City, the City shall at all times maintain said water and wastewater facilities, or cause the
same to be maintained, in good condition and working order in compliance with all applicable
laws and ordinances and all applicable regulations, rules, policies, standards, and orders of any
governmental entity with jurisdiction over same.
(c) To the extent that wastewater treatment service is required within the Property
prior to the completion of any wastewater improvements to be constructed by Developer or the
City in order to receive wastewater from the first phase of development within the Property, the
City agrees (i) to provide, at Developer's expense, or (ii) to allow Developer to provide, "pump
and haul" service within the Property, if and in the manner allowed under applicable law,
including applicable regulations of the Texas Commission on Environmental Quality ("TCEQ"),
or to make such other arrangements as are compatible with applicable law and regulations in order
to adequately provide and address necessary wastewater treatment services until the completion
of the wastewater service improvements. Except as set forth herein, the City shall not withhold
plat or plan approvals or refuse to issue building permits Certificates of Occupancies due to the
timeliness of completion of the Sewer System Extension, so long as Developer or City has made
arrangements for pump and haul or similar services to transport wastes.
6.7 Roadway Facilities and Related Improvements.
(a) Developer's Obligations. Subject to the terms of reimbursement herein, Developer
is responsible for the design, installation, and construction of all roadway facilities required to
serve the Property, as reflected in Exhibit "H". The design of all roadway improvements shall be
reviewed by the City in accordance with City Regulations.
(b) Timing of Developer's Obligations. Prior to the recordation of any final plat for the
applicable phase of the Development, Developer shall complete, in a good and workmanlike
manner, construction of all roadway facilities and related improvements necessary to serve such
phase in accordance with construction plans approved by the City in accordance with City
Regulations. Thereafter, the roads shall be conveyed to the City for ownership and maintenance.
ANACAPRI NORTH DEVELOPMENT AGREEMENT - Page 16
(c) Drainage Infrastructure. Subject to the terms of reimbursement herein, Developer
shall have full responsibility for designing, installing, and constructing the drainage infrastructure
that will serve the Property. Prior to the recordation of the final plat for any phase of Development,
Developer shall complete in a good and workmanlike manner construction of the drainage
improvements necessary to serve such phase. Upon inspection and approval in accordance with
City Regulations, City shall maintain and operate the drainage and roadway improvements for the
Property. Private drainage/detention easements and private drainage/detention facilities located
on HOA common area lots shall be maintained by the HOA (but shall be considered an Authorized
Improvement to the extent dedicated to and accepted by the City).
SECTION 7
PAYMENT AND REIMBURSEMENT OF AUTHORIZED IMPROVEMENTS
7.1 PID Projects.
(a) Improvement Account of the Project Fund. The IAPF and the Developer
Improvement Account shall be administered and controlled by the City, or the trustee bank for the
applicable series of PID Bonds, and funds in the IAPF and the Developer Improvement Account
shall be deposited and disbursed in accordance with the terms of each Indenture.
(b) Timingof f Expenditures and Reimbursements. The Parties intend that Developer
will finance and undertake construction of the PID Projects in accordance with this Agreement,
the SAP, or otherwise in conjunction with the construction of the applicable phases of the
Development prior to seeking reimbursement from the Indenture Accounts. Although the terms
by which Developer will be entitled to reimbursement from the IAPF and release of funds from
the Developer Improvement Account shall be detailed in one or more PID Reimbursement
Agreement(s), Developer will generally be entitled to the maximum available funds within the
Indenture Accounts up to the PID Projects Cost, plus interest (interest can be paid out as long as
there are sufficient PID Projects Costs), following the City's acceptance of the PID Projects.
(c) Cost Overrun. Should the PID Projects Cost exceed the maximum PID Bond
Proceeds deposited in the IAPF ("Cost Overrun"), Developer shall be solely responsible to fund
such part of the Cost Overrun, subject to the cost-underrun in subsection (d) below.
(d) Cost Underrun. Upon the award of a contract by the Developer of an Authorized
Improvement and payment of all outstanding invoices for such Authorized Improvement, and only
if the cost set forth in such contract is less than the Budgeted Costs (a "Cost Underrun"), any
remaining funds in the IAPF will be available to pay Cost Overruns on any other Authorized
Improvement as such become due. The City shall promptly confirm to the Trustee that such
remaining amounts are available to pay such Cost Overruns, and the City, with input from
Developer, will decide how to use such moneys to secure the payment and performance of the
work for other Authorized Improvements, if available
ANACAPRI NORTH DEVELOPMENT AGREEMENT - Page 17
(e) Infrastructure Oversizing. Developer shall not be required to construct or fund any
Public Infrastructure so that it is oversized to provide a benefit to land outside the Property
("Oversized Public Infrastructure") unless, by the commencement of construction, the City has
made arrangements to finance from sources other than PID Bond Proceeds, or Assessments, or
TIRZ increment the City's portion of the costs of construction attributable to the oversizing
requested by the City (the "Oversized Costs"). Developer shall not be required to construct any
Oversized Public Infrastructure if such oversizing would lengthen or otherwise interfere with
Developer's development schedule or result in additional costs to the Developer. In the event
Developer constructs or causes the construction of any Oversized Public Infrastructure on behalf
of the City, it is understood that the City shall be solely responsible for directly paying all the
Oversized Costs of the Oversized Public Infrastructure costs and that neither the PID nor the TIRZ
shall be utilized for financing the costs of Oversized Public Infrastructure. Costs.
(f) Reimbursement of PID Projects Cost. Prior to the annexation into the City
corporate limits of the Property , the City and Developer shall enter into a PID Reimbursement
Agreement to provide for reimbursement to Developer for PID Projects Cost for the Property from
the PID Bond Proceeds or Assessments. Failure to enter into a PID Reimbursement Agreement
does not absolve the City of payment or of reimbursement of PID Project Costs in accordance
with this Agreement if Authorized Improvements have been conveyed to the City.
7.2 City Participation.
(a) Impact Fees and Park Fees. For the duration of this Agreement, Impact Fees and
Park Fees shall be assessed at the following rates:
Water: $4,750 /lot
Sewer: $4,750 /lot
Roadway: $5,500 /lot
Park Development $1,500 /lot
Cash -in -lieu of Park Land Dedication $600 /lot
(b) Impact Fee Reimbursements. The City acknowledges that Developer is providing
certain Capital Improvements to the City at the cost of Developer. For any Capital Improvements
undertaken by Developer shown in the City's CIP, including water, wastewater, and roadway
improvements, Developer shall be entitled to full -dollar, like -kind Impact Fee Credits (e.g., water
improvement costs may only be credited against water Impact Fees and not wastewater Impact
Fees or roadway Impact Fees) for any Capital Improvements made or constructed by Developer,
or caused to be constructed by Developer, pursuant to Chapter 395, Texas Local Government
Code. To the extent permitted under Section 395.023, Texas Local Government Code, Developer
shall be entitled to full -dollar Impact Fee Credits for any offsite roadway facilities made or
constructed by Developer, or caused to be constructed by Developer. No Impact Fee Credits shall
be given for any CIP projects constructed with PID Funds. The City shall only provide Impact
Fee Credits for improvements identified in the CIP. All Impact Fee Credits throughout the
Development shall be cumulative and comprehensive, such that if there are insufficient lots/
Impact Fees in a particular phase of the Development to fully reimburse Developer for all its costs
ANACAPRI NORTH DEVELOPMENT AGREEMENT - Page 18
related to Capital Improvements for such phase, City shall apply the earned Impact Fee Credits to
lots/Impact Fees assessed on other phases. The City shall not reduce or refuse to remit the Impact
Fee Credits contemplated herein. Notwithstanding the foregoing or any other provisions of this
Agreement, the City's pro-rata share of any Oversized Public Infrastructure (that by definition are
not identified on the CIP) that the City requires Developer to construct will be funded as provided
for under Section 7.1(e) of this Agreement.
(c) Parkland Dedication. The Parties hereby agree and acknowledge that the
Development is planned to include a variety of open spaces, parks, and recreational opportunities
as reflected in Exhibits I-1 and I-2 and J, a portion of which will be privately owned and
maintained and a portion of which may be dedicated to the City as parkland. All determinations
of required parkland dedication to the City or cash payment to the City in lieu of parkland
dedication shall be made by the Developer in accordance with the City Code § 9.02.135 and any
other applicable City Regulations duly adopted by the City as of the Effective Date.
(d) Park Development Fees. The Developer shall receive dollar -for -dollar waivers of
any park development fees required by the City for all improvement projects undertaken in
publicly dedicated parkland or open spaces of the Development accepted by the City, including,
without limitation, enhanced trails, golf cart paths, garbage cans, playground or fitness equipment,
benches, shade structures, trees, landscaping, irrigation, signage, water fountains, and any and all
other improvements. In order to be entitled to such credits Developer must submit to the City
documentation reasonably acceptable to the City detailing any such improvements to be dedicated
along with all associated costs and the City shall determine the extent to which Developer is
entitled to credits on Park Development Fees. Additionally, Developer may only receive credit
against Park Development Fees for trail pavement width that is in excess of six feet (6') along
major roadways. Improvements within pocket parks and amenity areas (being common area lots
to be owned and maintained by the HOA) and water fountains/features within private drainage &
detention areas are not eligible for park development fee credits.
7.3 Payee Information. With respect to any and every type of payment/remittance due
to be paid at any time by the City to Developer after the Effective Date under this Agreement,
the name and delivery address of the payee for such payment shall be:
AnaCapri Laguna Azure„ LLC
2101 Cedar Springs Road, Suite 700
Dallas, Texas 75201
Developer may change the name of the payee and/or address set forth above by delivering
written notice to the City designating a new payee and/or address or through an assignment of
Developer's rights hereunder.
SECTION 8
ANNEXATION/ZONING
8.1 Annexation of the Property.
ANACAPRI NORTH DEVELOPMENT AGREEMENT - Page 19
(a) Within sixty (60) calendar days after the City (i) creates the two (2) PIDs,
(ii) creates the TIRZ, (iii) approves the Concept Plan, (iv) approves a preliminary plat of the first
phase of the Development of the Property consistent with the Concept Plan, (v) enters into a PID
Reimbursement Agreement for each of the two (2) PIDs, and (vi) adopts the TIRZ Project and
Finance Plan, (all in accordance with the provisions of this Agreement), Developer shall be
obligated to: (1) petition the City to annex into the corporate limits of the City all of the ETJ
Property ("Annexation Petition"); and (2) enter into a service agreement with the City providing
for municipal services to the ETJ Property and take any other actions necessary for the City to
annex the Property in accordance with Texas Local Government Code Chapter 43, Subchapter
C-3. The above -referenced annexation is authorized under Texas Local Government Code
Chapter 43, Subchapter C-3. To the extent said Subchapter C-3 is amended in the future or its
requirements are modified by any future legislative act, the Parties agree to take all reasonable
steps to meet any additional requirements to allow for the above -referenced annexations provided
that the terms and conditions of this paragraph have been met in order for the City to perform an
annexation as intended under this Agreement. This Agreement is a development agreement under
Section 212.172, Texas Local Government Code. Pursuant to Section 43.0672, Texas Local
Government Code, this Agreement shall constitute an agreement for the provision of services to
the ETJ Property and, except as expressly provided otherwise herein, the City shall, immediately
upon the effective date of any annexation, provide the Property with all those municipal services
currently offered within the City, including those which may be offered in the future, without
discrimination. The owner(s) of the ETJ Property is not required to enter into this Agreement.
The annexation procedures described in plain language in this Agreement require the consent of
the Developer, which consent is conditionally provided under this Agreement as set forth above.
The Parties acknowledge and agree that this Agreement shall satisfy the written disclosure
requirements under Section 212.172(b-1) of the Texas Local Government Code.
(b) The Concept Plan shall remain in effect throughout the term of this
Agreement, unless revised upon the mutual agreement of Developer and the City.
(c) In the event the City opts not to annex into its corporate limits any portion
of the Property after Developer has filed its Annexation Petition, the City agrees that, thereafter
none of the remaining Property located in the ETJ will be required to be annexed into the City
and such Property will be served with water and sewer by the City under the same terms as other
City customers located outside the corporate limits of the City.
8.2 Zoning. In conjunction with annexation of the ETJ Property (excluding, clearing
and grubbing and other preparatory work), Developer shall deliver an application for zoning of
such Property consistent with the Concept Plan (the "Zoning Application") within thirty (30) days
after items listed in Section 8.1(a)(i) — (vi) have been completed. The City shall process the
Zoning Application concurrently with the Annexation Petition and shall set votes on approval of
the annexation and zoning ordinances at the same City Council meeting. In the event of a conflict
between this Agreement and any zoning ordinance adopted by the City Council relating to the
Property, this Agreement shall prevail unless otherwise agreed to by Developer.
SECTION 9
ADDITIONAL OBLIGATIONS AND AGREEMENTS
ANACAPRI NORTH DEVELOPMENT AGREEMENT - Page 20
9.1 Golf Carts.
(a) Golf Carts. Subject to applicable City Regulations, including without limitation
Golf Cart registration requirements and other regulations set forth in City Code Article 11.04 the
City hereby authorizes the operation of Golf Carts on all roadways within the Development that
have a posted speed limit of not more than 35 miles per hour, pursuant to Section 551.404, Texas
Transportation Code, as amended.
(b) Developer acknowledges that Golf Carts are subject to certain restrictions
pursuant to the Texas Transportation Code, and that City law enforcement officials and other
law enforcement officials having authority may enforce such restrictions, including without
limitation the requirement that Golf Carts must have a license plate issued by the Texas
Department of Motor Vehicles, as set forth in Section 551.402(c), Texas Transportation Code.
9.2 Conflicts. When not in conflict with the terms and conditions of this Agreement,
the development of the Property 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 or indirect 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, this Agreement, including its
exhibits, as applicable, shall control. In the event of a conflict between the Concept Plan and the
Development Standards, the Concept Plan shall control to the extent of the conflict.
9.3 Permitting. The City agrees that upon substantial completion of the paving, water
improvements, and wastewater improvements for a given phase of the Development, it shall
release ten percent (10%) of the building permits for such phase. Status of landscaping,
screening, and franchise utilities within that phase shall not affect Developer's ability to receive
ten percent (10%) of the permits for such phase so long as paving, water, and drainage
improvements are substantially complete, as illustrated by completion of all work except "punch -
list" items.
9.4 Marketing. On or after the Effective Date, Developer shall have the right to install
onsite signs —within the limitations established herein —sized up to 4' by 8' of the general type
shown on Exhibit F-1, which signs may remain until 90% of the homes constructed within the
Property have been sold. No signs with movable parts, lighting, or digital or lighted displays shall
be permitted. The signs shall be of the type shown in and placed in the locations shown on Exhibit
F-2. There shall be a maximum of five (5) signs allowed to be installed at any one time within the
Development.
9.5 Phasing. The Parties acknowledge that the Property may be annexed into the City
and developed in phases, and the preliminary plats to be submitted to the City for approval may
likewise be phased. If deemed necessary, Developer may submit a replat or amending plat for all
or any portions of the Property in accordance with applicable law. Any replat or amending plat
shall be in conformance with applicable City Regulations and subject to City approval.
ANACAPRI NORTH DEVELOPMENT AGREEMENT - Page 21
9.6 Public Infrastructure, Generally. Except as otherwise expressly provided for in
this Agreement, Developer shall provide all Public Infrastructure necessary to serve the Property,
including streets, utilities, drainage, sidewalks, trails, street lighting, street signage, and all other
required improvements, at no cost to the City except as expressly provided in this Agreement.
Developer 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.
Developer shall provide engineering studies, plan/profile sheets, and other construction
documents at the time of platting as required by City Regulations. Such plans shall be approved
by the City's engineer or his or her agent 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 Property 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.
9.7 Inspections, Acceptance of Public Infrastructure, and Developer's Remedy.
(a) Inspections, Generally. The City shall have the right to inspect, at any time, the
construction of all Public Infrastructure necessary to support the Development, 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 Developer from its
responsibility to construct, or cause the construction of, adequate Authorized Improvements and
Public Infrastructure in accordance with approved engineering plans, construction plans, and
other approved plans related to development of the Property. Notwithstanding any provision of
this Agreement, it shall not be a breach or violation of the Agreement if the City -withholds
building permits to any portion of the Development until Developer has met its obligations to
provide for required Public Infrastructure necessary to serve such portion according to the
approved engineering plans and City Regulations and until such Public Infrastructure has been
dedicated to and accepted by the City, except as expressly set forth in this Agreement.
Acceptance by the City shall not be unreasonably withheld, conditioned, or delayed.
(b) Ownership. From and after the inspection and acceptance by the City of the Public
Infrastructure and any other dedications required under this Agreement, which acceptance shall
not be unreasonably withheld, conditioned, or delayed, such improvements and dedications shall
be owned 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 Developer
pursuant to this Agreement or pursuant to applicable City Regulations and Permitted Exceptions
shall not constitute or be deemed to be a release of the responsibility and liability of Developer,
his engineer, employees, officers, or agents for the accuracy and competency of their design and
specifications. Further, any such approvals shall not be deemed to be an assumption of such
responsibility and liability by the City for any defect in the design and specifications prepared
by Developer or Developer's engineer, or engineer's officers, agents, servants or employees, it
ANACAPRI NORTH DEVELOPMENT AGREEMENT - Page 22
being the intent of the parties that approval by the City's engineer signifies the City's approval
on only the general design concept of the improvements to be constructed.
9.8 Insurance. Developer or its contractor(s) shall acquire and maintain, during the
period of time when any of the Public Infrastructure is under construction (and until the full and
final completion of the Public Infrastructure and acceptance thereof by the City): (a) workers
compensation insurance in the amount required by law; and (b) commercial general liability
insurance including personal injury liability, premises operations liability, and contractual
liability, covering, but not limited to, the liability assumed under any indemnification provisions
of this Agreement, with limits of liability for bodily injury, death and property damage of not
less than$1,000,000.00. Such insurance shall also cover any and all claims which might arise out
of the Public Infrastructure construction contracts, whether by Developer, a contractor,
subcontractor, material man, or otherwise. Coverage must be on a "per occurrence" basis. All
such insurance shall: (i) be issued by a carrier which is rated "A-l" or better by A.M. Best's Key
Rating Guide and licensed to do business in the State of Texas; and (ii) name the City as an
additional insured and contain a waiver of subrogation endorsement in favor of the City. Upon
the execution of Public Infrastructure construction contracts, Developer shall provide to the City
certificates of insurance evidencing such insurance coverage together with the declaration of
such policies, along with the endorsement naming the City as an additional insured. Each such
policy shall provide that, at least 30 days prior to the cancellation, non -renewal or modification
of the same, the City shall receive written notice of such cancellation, non -renewal or
modification.
9.9 Indemnification and Hold Harmless. DEVELOPER, INCLUDING ITS
RESPECTIVE SUCCESSORS AND ASSIGNS, HEREBY COVENANT AND AGREE TO
RELEASE, DEFEND, HOLD HARMLESS, AND INDEMNIFY THE CITY AND ITS
OFFICIALS, OFFICERS, AGENTS, REPRESENTATIVES, SERVANTS AND EMPLOYEES
(COLLECTIVELY, THE "RELEASED PARTIES"), FROM AND AGAINST ALL THIRD -
PARTY CLAIMS, SUITS, JUDGMENTS, DAMAGES, AND DEMANDS AGAINST THE
CITY OR ANY OF THE RELEASED PARTIES, INCLUDING WITHOUT LIMITATION
REASONABLE ATTORNEY'S FEES, RELATED EXPENSES, EXPERT WITNESS FEES,
CONSULTANT FEES, AND OTHER COSTS ACTUALLY INCURRED (TOGETHER,
"CLAIMS"), ARISING OUT OF THE NEGLIGENCE OR OTHER WRONGFUL CONDUCT
OF DEVELOPER, INCLUDING THE NEGLIGENCE OF ITS RESPECTIVE EMPLOYEES,
CONTRACTORS, SUBCONTRACTORS, MATERIALMEN, AND/OR AGENTS, IN
CONNECTION WITH THE DESIGN OR CONSTRUCTION OF ANY PUBLIC
INFRASTRUCTURE, STRUCTURES, OR OTHER FACILITIES OR IMPROVEMENTS.
DEVELOPER SHALL NOT, HOWEVER, BE REQUIRED TO INDEMNIFY THE CITY
AGAINST CLAIMS CAUSED BY THE CITY'S NEGLIGENCE, WHETHER SOLE,
CONTRIBUTORY, OR COMPARATIVE. IF THE CITY INCURS CLAIMS THAT ARE
CAUSED BY THE CONCURRENT NEGLIGENCE OF DEVELOPER AND THE CITY,
DEVELOPER'S INDEMNITY OBLIGATION WILL BE LIMITED TO A FRACTION OF
THE TOTAL CLAIMS EQUIVALENT TO DEVELOPER'S OWN PERCENTAGE OF
RESPONSIBILITY. DEVELOPER, INCLUDING ITS RESPECTIVE SUCCESSORS AND
ASSIGNS, FURTHER COVENANTS AND AGREES TO RELEASE, DEFEND, HOLD
HARMLESS, AND INDEMNIFY, THE RELEASED PARTIES AGAINST ANY AND ALL
CLAIMS BY ANY PERSON CURRENTLY CLAIMING AN OWNERSHIP INTEREST IN
THE PROPERTY WHO HAS NOT SIGNED THIS AGREEMENT IF SUCH CLAIMS
RELATE IN ANY MANNER OR ARISE IN CONNECTION WITH: (1) THE CITY'S
RELIANCE UPON DEVELOPER'S REPRESENTATIONS IN THIS AGREEMENT; (2) THIS
ANACAPRI NORTH DEVELOPMENT AGREEMENT - Page 23
AGREEMENT OR OWNERSHIP OF THE PROPERTY; OR (3) THE CITY'S APPROVAL OF
ANY TYPE OF DEVELOPMENT APPLICATION OR SUBMISSION WITH RESPECT TO
THE PROPERTY. DEVELOPER, INCLUDING ITS RESPECTIVE SUCCESSORS AND
ASSIGNS, FURTHER COVENANTS AND AGREES TO RELEASE, DEFEND, HOLD
HARMLESS, AND INDEMNIFY, THE RELEASED PARTIES AGAINST ANY AND ALL
CLAIMS BY ANY PERSON CLAIMING THAT ANY PROVISION OR STATEMENT IN
THIS AGREEMENT CONFERS OR POTENTIALLY CONFERS ANY BENEFIT OR THING
OF VALUE TO OWNER THAT IS INVALID, ILLEGAL, UNLAWFUL OR THAT THE CITY
IS NOT LEGALLY PERMITTED TO CONFER TO OWNER UNDER THIS AGREEMENT.
9.10 Status of Parties. At no time shall the City have any control over or, charge of
Developer's 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 Developer.
9.11 Eminent Domain. Developer agrees to use commercially reasonable efforts to
obtain all third- party rights -of -way, consents, or easements, if any, required for the Public
Infrastructure. If, however, Developer is unable to obtain such third -party rights -of -way,
consents, or easements within thirty (30) days of commencing efforts to obtain the needed
easements and right-of-way, the City agrees to take reasonable steps to secure same (subject to
City Council authorization after a finding of public necessity) through the use of the City's power
of eminent domain within one hundred twenty (120) days of receipt of written notice of
Developer's request for City to do same. Developer shall be responsible for funding all
reasonable and necessary legal proceeding/litigation costs, attorney's fees and related expenses,
and appraiser and expert witness fees (collectively, "Eminent Domain Fees") actually incurred
by the City in the exercise of its eminent domain powers that for any reason are not funded by
the PID Bond Proceeds and shall escrow with a mutually agreed upon escrow agent the City's
reasonably estimated Eminent Domain Fees both in advance of the initiation of each eminent
domain proceeding and as funds are needed by the City. Provided that the escrow fund remains
appropriately funded in accordance with this Agreement, the City will use all reasonable efforts
to expedite such condemnation procedures so that the Public Infrastructure can be constructed as
soon as reasonably practicable. If the City's Eminent Domain Fees exceed the amount of funds
escrowed in accordance with this paragraph, Developer shall deposit additional funds as
requested by the City into the escrow account within ten (10) days after written notice from the
City. Any unused escrow funds will be refunded to Developer within thirty (30) days after any
condemnation award or settlement becomes final and non -appealable. Nothing in this section is
intended to constitute a delegation of the police powers or governmental authority of the City,
and the City reserves the right, at all times, to control its proceedings in eminent domain. All
costs incurred by Developer in acquiring any easements outside the Property shall be considered
an Authorized Improvements Cost.
9.12 Vested Rights. This Agreement shall constitute a "permit" (as defined in Chapters
212 and 245, Texas Local Government Code) that is deemed filed with the City on the Effective
Date.
9.13 Determination of Rough Proportionality. Assuming no defaults under this
agreement, Developer hereby agrees and acknowledges, without waiving claims related solely
ANACAPRI NORTH DEVELOPMENT AGREEMENT - Page 24
to exactions not contemplated by this Agreement, that: (a) any Public Infrastructure that it
conveys to the City or acquires for the City pursuant to this Agreement is roughly proportional
to the benefit received by the owner for such Public Infrastructure, and Developer hereby waives
any claim therefor that it may have; and (b) all prerequisites to such determination of rough
proportionality have been met, and any value received by the City relative to said conveyance is
related both in nature and extent to the impact of the development of the property on the City's
infrastructure.
9.14 Fire Station Dedication. Within fifteen (15) calendar days of the approval of a
final plat for the first phase of the Development, Developer shall, at no cost to the City, dedicate
to the City by special warranty deed, the form and content of which shall be approved by the
City, fee simple title to at least 3.0 acres of contiguous real property within the Property as a site
for a City -owned fire station (the "Fire Station Land"). The location of the Fire Station Land
shall be generally as shown on the Concept Plan, but as finally determined by the City.
9.15 Payment of City PID Fee. The Developer shall pay the City PID Fee at any time
at or prior to closing and delivery of any series of PID Bonds for a particular phase of
Development. The City PID Fee shall be calculated in accordance with the City PID Policy and
shall be based upon the number of single-family residential lots included within the applicable
phase of development that are being assessed.
9.16 Chapter 380 Agreement. The City and Developer (or an affiliate of Developer)
have already entered into a Chapter 380 Agreement, adopted by the City under Resolution No.
2023-07-1485 and executed by Megatel Anacapri, LLC on July 28, 2023, which provides for a
rebate of 35% of Use Tax Receipts to Developer for eligible items purchased by Developer to be
used for the development within the City's corporate limits. The City and the Developer
acknowledge and Agree that the existing Chapter 380 Agreement also applies to this
Development.
9.17 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 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.
9.18 No Israel Boycott. 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.
ANACAPRI NORTH DEVELOPMENT AGREEMENT - Page 25
9.19 Verification Pursuant to Chapters 2252 and 2270 of the Texas Government Code.
As of the Effective Date, the Developer represents with respect to Section 2252.151 of the Texas
Government Code, as amended, solely for purposes of compliance with Chapter 2252 of the
Texas Government Code, that 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.
9.20 Verifications Pursuant to Chapter 2276, Texas Government Code. (a) With
respect to Section 2276.002 of the Texas Government Code (as added by Senate Bill 13 in the
87th Texas Legislature, Regular Session), 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. As used in the foregoing verification, "boycott energy companies," a term defined
in Section 2276.001(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 above.
9.21 With respect to Section 2274.002 of the of the Texas Government Code (as added
by Senate Bill 19 in the 87th Texas Legislature, Regular Session), 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. 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
ANACAPRI NORTH DEVELOPMENT AGREEMENT - Page 26
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.
9.22 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.
9.23 Rental Property. Developer shall not knowingly sell a total of more than ten
percent (10%) of the total number of Lots projected to be within the Development to
"institutional investors" that intend to own and rent or lease single-family residences within the
Development ("SF Rental Lots"). An "institutional investor" shall be an entity that intends to
purchase more than five (5) Lots within the Development and constructs or causes to be
constructed homes thereon for rental purposes. Once Developer sells a Lot to a purchaser, it shall
not be responsible for the subsequent sale of the Lot or home by the owner.
SECTION 10
EVENTS OF DEFAULT; REMEDIES
ANACAPRI NORTH DEVELOPMENT AGREEMENT - Page 27
10.1 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 (which notice shall set
forth in reasonable detail the nature of the alleged failure) and until such Party has been given a
reasonable time to cure the alleged failure (such reasonable time to be determined based on the
nature of the alleged failure, but in no event more than thirty (30) days (or any longer time period
to the extent expressly stated in this Agreement as relates to a specific failure to perform) after
written notice of the alleged failure has been given. Notwithstanding the foregoing, no Party shall
be in default under this 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. Notwithstanding the foregoing, however, 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. The failure of the City
to timely construct, or caused the construction of, Rosamond Parkway shall be considered a
default under this Agreement.
10.2 Remedies. As compensation for the other parry's default, an aggrieved Party is
limited to seeking specific performance of the other party's obligations under this Agreement.
However, the Parties agree that Developer will not be required to specifically perform under this
Agreement in the event that Developer satisfies all of its obligations under Section 4.1 and the
City does not issue PID Bonds within one year of the Effective Date.
10.3 Performance Window; Election to Terminate. In the event that Developer satisfies
all of its obligations under its control pursuant to Section 4.1 and the City nevertheless does not
issue PID Bonds within one year of the date on which Developer delivered its request for such
PID Bond issue under Section 4.1, then (i) neither Party shall be required to otherwise perform
under this Agreement; and (ii) this Agreement will terminate. Notwithstanding the foregoing,
Developer shall take all actions required under the City Regulations and this Agreement
necessary to: obtain approval of a preliminary plat for the first Phase of the Development and
commence construction thereof within 180 days after the closing of the PID Bonds. As it pertains
to this Agreement, "commence construction" includes initial grading or other site preparation
with the City's approval and as necessary for further development. Notwithstanding any
provision of this Agreement, if any of Developer's obligations set forth in this Agreement are not
timely satisfied in accordance with this Agreement, the City may elect to terminate this
Agreement by providing Developer with written notice of such failure(s). If the City provides
such written notice, Developer shall have 120 days from the date that the City delivers said
written notice in which to cure such failure(s), plus an additional time period equal to any delay
caused by the failure(s), if any, of the City to timely issue any approvals required under this
Agreement or the City Regulations or meet its obligations under this Agreement. If Developer
fails to timely cure such failure(s), then the City shall be excused from its obligations under this
Agreement, including but not limited to any obligation to: (a) levy any Assessments not already
levied on the Property, and (b) issue any PID Bonds not already issued.
ANACAPRI NORTH DEVELOPMENT AGREEMENT - Page 28
SECTION 11
ASSIGNMENT; ENCUMBRANCE
11.1 Assignment. This Agreement shall be binding upon and inure to the benefit of the
successors and assigns of the parties hereto. The obligations, requirements, or covenants to
develop the Property shall be freely assignable, in whole or in part, to any affiliate or related
entity of Developer, Megatel Homes LLC (including its owners or affiliates), or any lien holder
on the Property, without the prior written consent of the City, subject to the notice requirements
set forth in Section 11.4. Except as otherwise provided in this paragraph, the obligations,
requirements or covenants to the development of the Property shall not be assigned, in whole or
in part, by Developer to a non -affiliate or non -related entity of Developer without the prior
written consent of the City Manager, which consent shall not be unreasonably withheld or
delayed if the assignee demonstrates financial ability to perform. An assignee shall be considered
a "Party" for the purposes of this Agreement. Each assignment shall be in writing executed by
Developer and the 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 Developer shall release Developer from any liability that resulted
from an act or omission by Developer that occurred prior to the effective date of the assignment
unless the City approves the release in writing. Developer shall maintain written records of all
assignments made by Developer to assignees, including a copy of each executed assignment and,
upon written request from any Party or assignee, shall provide a copy of such records to the
requesting person or entity, and this obligation shall survive the assigning Parry's sale,
assignment, transfer, or other conveyance of any interest in this Agreement or the Property. Any
receivables due under this Agreement, any construction funding agreement, or any PID
Reimbursement Agreement may be assigned by Developer without the consent of, but upon
written notice to, the City, pursuant to the terms hereof.
11.2 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. With the exception of. (a) the City, (b) an End
User, (c) a purchaser of a Fully Developed and Improved Lot, any person or entity upon
becoming an owner of land within the PID or upon obtaining an ownership interest in any part
of the Property shall be deemed to be a "Developer" and have all of the rights and obligations of
Developer as set forth in this Agreement and all related documents to the extent of said ownership
or ownership interest.
11.3 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.
11.4 Notice of Assignment. Subject to Section 11.1 of this Agreement, the following
requirements shall apply in the event that Developer sells, assigns, transfers, or otherwise
conveys the Property or any part thereof (excluding the sale of developed lots) and/or any of its
ANACAPRI NORTH DEVELOPMENT AGREEMENT - Page 29
rights or benefits under this Agreement: (i) Developer must provide written notice to the City
to the extent required under Section 11.1 at least fifteen (15) business days in advance of any
such sale, assignment, transfer, or other conveyance; (ii) said notice must describe the extent to
which any rights or benefits under this Agreement will be sold, assigned, transferred, or
otherwise conveyed; (iii) said notice must state the name, mailing address, telephone contact
information, and, if known, email address, of the person(s) that will acquire any rights or
benefits as a result of any such sale, assignment, transfer or other conveyance; and (iv) said
notice must be signed by a duly authorized person representing Developer and a duly authorized
representative of the person that will acquire any rights or benefits as a result of the sale,
assignment, transfer or other conveyance.
SECTION 12
RECORDATION AND ESTOPPEL CERTIFICATES
12.1 Binding Obligations. This Agreement and all amendments hereto and assignments
hereof shall be recorded in the Real Property records of Collin County. This Agreement binds
and constitutes a covenant running with the Property and, upon the Effective Date, is binding
upon Developer and the City, and forms a part of any other requirements for development within
the Property. This Agreement, when recorded, shall be binding upon the Parties and their
successors and assigns as permitted by this Agreement and upon the Property.
12.2 Estoppel Certificates. From time to time, upon written request of Developer or any
future owner, the City Manager, or his/her designee will, in his/her official capacity and to his/her
reasonable knowledge and belief, execute a written estoppel certificate identifying any
obligations of an owner under this Agreement that are in default or making an affirmative
statement that Developer is not in default under this Agreement.
SECTION 13
GENERAL PROVISIONS
13.1 Term. Except with respect to Impact Fee Credits that do not terminate, the term
of this Agreement shall be forty (40) years after the Effective Date, unless extended by mutual
agreement of the Parties. Upon expiration of the Term, the City shall have no obligations under
this Agreement with the exception of maintaining and operating the PID in accordance with the
SAP and any applicable Indenture.
13.2 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.
ANACAPRI NORTH DEVELOPMENT AGREEMENT - Page 30
13.3 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
111 N. Powell Parkway
Anna, Texas 75409
With a copy to: Wolfe, Tidwell & McCoy, LLP
Attn: Clark McCoy
2591 Dallas Parkway, Suite 300
Frisco, Texas 75034
To Developer: AnaCapri Laguna Azure, LLC
2101 Cedar Springs Road., Suite 700
Dallas, Texas 75201
With a copy to: Timothy Green
Coats I Rose, P.C.
16000 North Dallas Parkway, Suite 350
Dallas, Texas 75248
Any party may change its address or addresses for delivery of notice by delivering
written notice of such change of address to the other party.
13.4 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.
13.5 Time. In this Agreement, time is of the essence and compliance with the times for
performance herein is required.
13.6 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. Developer represents and warrants that this Agreement
has been approved by appropriate action of Developer, and that each individual executing this
Agreement on behalf of Developer has been duly authorized to do so. Each Party respectively
ANACAPRI NORTH DEVELOPMENT AGREEMENT - Page 31
acknowledges and agrees that this Agreement is binding upon such Party and is enforceable
against such Party, in accordance with its terms and conditions.
13.7 Limited Waiver 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 they may have (including, but not limited
to, immunity from suit) 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 or any party that may be construed to be a third party beneficiary to this Agreement.
13.8 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.
13.9 Applicable 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.
13.10 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.
13.11 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.
13.12 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. 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
ANACAPRI NORTH DEVELOPMENT AGREEMENT - Page 32
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 time. The term "force majeure" shall include events or circumstances that are not within
the reasonable control of the Party whose performance is suspended and that could not have been
avoided by such Party with the good faith exercise of good faith, due diligence and reasonable
care. A Party that has claimed the right to temporarily suspend its performance shall provide
written reports to the other Party at least once every week detailing: (i) the extent to which the
force majeure event or circumstance continue to prevent the Party's performance; (ii) all of the
measures being employed to regain the ability to perform; and (iii) the projected date upon which
the Party will be able to resume performance, which projected date the Parties agree and
acknowledge is only an estimate and not a binding commitment by the Party claiming force
majeure.
13.13 Complete Agreement. This Agreement, including the Exhibits, embody the entire
agreement between the Parties as it relates to the subject matter in this Agreement and cannot be
varied or terminated, except as set forth in 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. In particular, and notwithstanding the foregoing or any other provision of this
Agreement, the Parties agree that the provisions of the Chapter 43 Texas Local Government
Code Development Agreement between the City and Viola Lordsmeer, L.P. adopted under City
Resolution No. 2011-01-19 on January 25, 2011, is amended and replaced in its entirety, but only
to the extent said agreement relates to all or any portion of the Property (but not to the extent said
agreement relates to any other property).
13.14 Consideration. This Agreement is executed by the Parties hereto without coercion
or duress and for substantial consideration, the sufficiency of which is hereby acknowledged.
13.15 No Personal Liability. Neither the City Council, nor any officer, agent,
attorney, or employee of the City, shall be charged personally by the Developer with any
liability, or be held liable to the Developer under any term or provision of this Agreement, or
because of execution or attempted execution, or because of any breach or attempted or alleged
breach, of this Agreement.
ANACAPRI NORTH DEVELOPMENT AGREEMENT - Page 33
Exhibits. The following exhibits are attached to this Agreement and are incorporated herein for
all purposes:
Exhibit A-1 Description of the In -City Property
Exhibit A-2 Description of the ETJ Property
Exhibit A-3 Description of the PID No. 1 Property
Exhibit A-4 Description of the PID No. 2 Property
Exhibit B
Concept Plan
Exhibit C
Authorized Improvements with Budgeted Costs
Exhibit D
Development Standards
Exhibit E
Home Buyer Disclosure Program
Exhibit F-1
General Sign Example
Exhibit F-2
Sign Location
Exhibit G
PID Financial Summary
Exhibit H Streets
Exhibit I-1 North Trails
Exhibit I-2 Overall Trails
Exhibit J Amenities
[SIGNATURES PAGES AND EXHIBITS FOLLOW;
REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
ANACAPRI NORTH DEVELOPMENT AGREEMENT - Page 34
EXECUTED BY THE PARTIES TO BE EFFECTIVE ON THE EFFECTIVE DATE:
CITY OF ANNA, TEXAS
By: CJ
Name:T 7v.+r. Crain
Title: Mayor
Date" loi 25/ �2aati
i
Name: Clark McCoy, Ci ly
Attorney
Date:(o /a 5 / ) o XA
STATE OF TEXAS
COUNTY OF COLLIN
This instrument was acknowledged before me on this o 95 day of J (A n e.
2024 by Pete Gain , Mayor of the City of Anna, Texas, on behalf of the
City.
c
Yv �.,, JEOVANNA BUBIO q
otary Public in and for the State of Texas
g:a...° ,� Notary Public, State of Texas
•
iD-E Comm. Expires 10-03-2026
,.� Notary ID 133995676
35
DEVELOPER:
ANACAPRI LAGUNA AZURE, LLC,
a Wvoming limited liabilitv comnanv
STATE OF TEXAS
COUNTY OF COLLIN
—� _ • This instrument was acknowledged before me, on the 'O day of 11yt , 2024, by
(�fh Co -President in its capacity as member of AnaCapri Laguna Azure,
LLC, a yoming limited liability company, on behalf of said company.
[SEAL]
Notary Public in and for the State of Texas
EM
Hq TRIBBLEpo grate of Texasplr•• 04.23.2028ID 131640082
36
fxhihit "A-1"
LEGAL DESCRIPTION
ANACAPRI PHASE 5
S0.002 ACRES
BEING all that certain lot, tract, or parcel of land, situated In the J. C. Burge Survey, Abstract Number
106, City of Anna, Collin County, Texas, being all that certain tract of land, described by deed to 3
Monkeys LLC, recorded in Instrument Number 2023000058344, Deed Records, Collin County, Texas, and
Ming more particularly described as follows:
BEGINNING at a 1/2" capped rebar found, stamped "RPLS 4117" at the northeast comer of said 3
Monkeys tract, same being the northwest corner of lot 31, Block A, Tara Farms, an addition to the City
of Anna, according to the plat thereof, recorded In Volume M, Page 319, Plat Records, Collin County,
Texas, and being in the most southerly line of a certain tract of land described by deed to Zion
Cornerstone LLC, recorded in Instrument Number 20N1230001455620, Deed Records, Collin County,
Texas;
THENCE 5 02`07'10" W, with the east line of said 3 Monkeys tract, and the west line of said Tara Farms,
passing at a distance of 1,141.25 feet a 1/2" rebar found at the southwest corner of said Tara Farms,
same being the northwest corner of Tara Farms, No. 3, an addition to the City of Anna, according to the
plat thereof, recorded in Volume N, Page 168, Plat Records, Collin County, Texas, continuing with the
west line thereof, same being the east line of said 3 Monkeys tract, passing at a distance of 1,741.25
feet, a 1/2" capped rebar found, stamped "ALS" at the southwest corner of said Tara Farms, No. 3, same
being the northwest comer of Tara Farms, No. 5, an addition to the City of Anna, according to the plat
thereof, recorded In Volume 0, Page 668, Plat Records, Collin County, Texas, continuing with the west
line thereof, and the east line of said 3 Monkeys tract a total distance of 2,655.58 feet to a PK Nall set in
asphalt, at the southeast corner of said 3 Monkeys tract, being In the west line of a 45-foot right of way
dedication, according to the plat of said Tara Farms, No. 5, being in the north line of a certain tract of
land, described by deed to Anacapri Laguna Azure LLC, recorded In Instrument Number
20210819001679920, Deed Records, Collin County, Texas, and being in County Road 371;
THENCE N 89'00'35" W, with the south line of said 3 Monkeys tract, and the north line of said Anacaprl
tract, a distance of 818.80 feet to a PK Nail found in asphalt at the southwest corner of said 3 Monkeys
tract, same being the southerly southeast corner of a certain tract of land, described by deed to
Anacapri Laguna Azure LLC, recorded In Instrument Number 202200008431S, Deed Records, Collin
County, Texas, from which a PK Nall found in asphalt at the most southerly southwest comer thereof,
same being the southeast corner of a 52-foot reservation for street right-of-way, recorded in Volume
314, Page 177, Official Public Records, Collin County, Texas, bears N 88042'ocr W, a distance of 4.00
feet;
THENCE N 02°01'45" E, with the west line of said 3 Monkeys tract, and the southerly east line of said
Anacapri (2022000084315) tract, distance of 1,612.36 feet to a 1/2" rebar found in the west line of said
3 Monkeys tract, and the southerly east line of said Anacapri (2022000084315) tract, from which a 1/2"
rebar found at the northeast corner of said 52-foot reservation, bears N 88"44'40" W, a distance of 4.00
feet;
37
THENCE N 01"59'SV E, with the west line of said 3 Monkeys tract, and the southerly east tine of said
Anacapri (2022000084315) tract, a distance of 1,039.30 feet to a 1/2" capped rebar found (red cap) at
the inner ell corner thereof, same being the northwest corner of said 3 Monkeys tract;
THENCE S 89'14'50" E, with the north line of said 3 Monkeys tract, same the easterly south line of said
Anacapri tract (2022000084315), a distance of 675.51 feet to a 112" pipe found at the northerly
southeast corner of said Anacapri tract (2022000084315), same being the southwest corner of said Zion
tract, and being In the north line of said 3 Monkeys tract;
THENCE S 89"24'30" E, with the north line of said 3 Monkeys tact, and the westerly south line of said
Zion tract a distance of 148.11 feet to the POINT OF BEGINNING and containing approximately 50.002
acres of land.
38
Exhibit "A-2"
METES AND BOUNDS
ANACAPRI PHASE 6
Sl-226 Aaes
BEING all that certain lot, tract or parcel of land, situated in the J. C. Burge Survey, Abstract Number 106, Collin
County, Texas, and being part of that certain called 68.01 acre tract of land, described in deed to Anacapri Laguna
Azure, LLC, recorded in Instrument Number 2022000084315, Official Public Records, Collin County, Texas, and
being part of that certain called 47.62 acre tract of land, described by deed to Anacapri Laguna Azure, LLC,
recorded in Instrument Number 2022000118987, Official Public Records, Collin County, Texas, and being more
particularly described as follows:
COMMENCING at a PK nail, in the approximate center of County Road 373, same being the noRheast corner of
said 68.01 acre tract, and being the northwest corner of a called 2.30 acre tract of land, described In deed to Tejas
Land Holdings, recorded in Instrument Number 20200305000323160, Official Public Records, Collin County, Texas;
THENCE S 01'22'55" W, with the northerly east line of said 68.01 acre tract and the west line of said 2.30 acre
tract, a distance of 672.79 to a 1/2" rebar found at the southwest comer of said 2.30 acre tract, and being the
northwest corner of a called 15.528 acre tract, described in deed to Anna Parkway Development, LLC, recorded in
Instrument Number 20180702000822980, Official Public Records, Collin County, Texas;
THENCE S 01'32'13" W, with the northerly east line of said 68.01 acre tract and the west line of said 15.528 acre
tract, a distance of 524.05 feet to a 5/8" rebar found at the southwest comer of said 25.528 acre tract, and being
the northwest comer of Lot 2, Block 8, Walnofer Addition, recorded in Volume P. Page 297, Official Public Records,
Collin County, Texas;
THENCE 5 01023'20" W, with the northerly east line of said 68.01 acre tract and the west line of said Lot 2, passing
at a distance of 239.56 feet, a 1/2" rebar found at the southwest corner of said Lot 2, and being the northwest
corner of Lot 2R, Block A, Walnofer Addition, recorded in Volume 2022, Page 747, Official Public Records, Collin
County, Texas, continuing a total distance of 950.79 feet to a 1/4" pipe found at the southwest corner of said Lot
2R, same being the most northerly southeast corner of said 68.01 acre tract, and being in the north line of a called
49.38 acre tract of land, described in deed to Eleanor Katharine Cox Cunningham, recorded in Volume 1995, Page
577, Official Public Records, Collin County, Texas;
THENCE N SW14'02" W, with a south line of said 68.01 acre tract and the north line of said 49.38 acre tract, a
distance of 675.33 feet to the POINT OF BEGINNING, being a 1/2" rebar found at the northwest corner of said
49.38 acre tract, and being an inner ell of said 68.01 acre tract;
THENCE 5 02'OD'23- W, with the most southerly east line of said 68.01 acre tract, and the west line of said 49.38
acre tract, a distance of 1039.10 feet to a 1/2" rebar found;
THENCE 5 02"01'S1" W. with the most southerly east line of said 68.01 acre tract, and the west line of said 49.38
acre tract, a distance of 1612.12 feet to a PK Nail in the approximate center of County Road 371, and being the
most southerly southeast corner of said 68.01 acre tract;
THENCE N 88042'55" W, with the approximate center of said County Road 372, and the most southerly south line
of said 68.01 acre tract, a distance of 4.00 feet to a PK Nail, at the southeast corner of a 52' Right-of-way
dedication, as shown on plat of Joe Bryant Elementary School Addition, recorded in Volume 5977, Page 2164.
Official Public Records, Collin County, Texas, and being the most southerly southwest corner of said 68.01 acre
tract;
1 hf 8
THENCE N 02'01'S1" E, with the east line of said Right-of-way dedication, and the most southerly west line of said
68.01 acre tract, a distance of 1611.88 feet to a 1/2' rebar found at the northeast corner of said Right-of-way
dedication, same being an inner ell of said 68.01 acre tract;
THENCE N 88'4S'SS" W, with a south line of said 68.01 acre tract, and the north line of said Right-of-way
dedication, passing at a distance of 52.18 feet a 1/2" rebar found at the northwest corner of said Right-of-way
dedication, and being the northeast comer of lot 1, Block A of said Joe Bryant Elementary School Addition,
continuing with the north line thereof, a total distance of 597.99 feet to a 1/2" rebar found at the northwest
comer thereof, same begin a southwest comer of said 68.01 acre tract, and being in the east line of a called 83.5
acre tract, described In deed to Laura Bryant Collins, recorded in Instrument Number 20160825001122560, Official
Public Records, Collin County, Texas;
THENCE N 01'40'17" E, with the southerly west line of said 68.01 acre tract, and the east line of said 93.5 acre tract
a distance of 676.53 feet to a 1/2" rebar found at a northeast corner of said 83S acre tract, same being in the west
line of said 68.01 acre tract, and being in the south line of said 47.62 acre tract;
THENCE N 88'2647" W, with the south line of said 47.61 acre tract, and the north line of said 93.5 acre tract, a
distance of 812.45 feet to a 1/2" capped rebar found stamped '4967' at the southeast corner of that certain called
4S 394 acre tract of land, described in deed to Linda O'Neil, recorded in Instrument Number 20100816000848400,
Official Public Records, Collin County, Texas, same being the southwest comer of said 47.61 acre tract, and being
the northwest corner of said 83.5 acre tract;
THENCE N 01'42'3V E, with the east line of said 45.394 acre tract, and the west line of said 47.61 acre tract, a
distance of 1389.01 feet;
THENCE S 89426'33" E, a distance of 178.39 feet;
THENCE N OW33'27" E, a distance of 20.00 feet;
THENCE S 89'26'33" E, a distance of 50.00 feet;
THENCE S 00'33'27" W, a distance of 15.00 feet;
THENCE S 89'26'33' E, a distance of 416.46 feet;
THENCE S 00'33'27' W, a distance of 15.00 feet;
THENCE S 89'2633" E. a distance of 50.00 feet;
THENCE S 00'33'27" W, a distance of 15.00 feet;
THENCE S 89'26'33" E, a distance of 17.96 feet;
THENCE southeasterly, with the arc of a curve to the right, having a radius of 275.00 feet, a central angle of
41011'04 passing the west line of said 68.01 acre tract, same being the east line of said 47.61 acre tract, and
continuing a total arc length of 197.67 feet, whose chord bears S 68051'01" E, 193.44 feet;
THENCE S 48'15'29" E. a distance of 531.16 feet;
THENCE southeasterly, with the arc of a curve to the right, having a radius of 275.00 feet, a central angle of
24"08'49", and an arc length of 115.90 feet, whose chord bears S 36011'05" E, 115.04 feet;
THENCE northeasterly, with the arc of a curve to the right, having a radius of 225.00 feet, a central angle of
6"06'SOA, and an arc length of 24.01 feet, whose chord bears N 77'33'16" E, 24.00 feet;
THENCE S 09'23'19" E, a distance of 50.00 feet;
2 of 8
THENCE S 77"S8'19" w, a distance of 15.71 feet;
THENCE southeasterly, with the arc of a curve to the right, having a radius of 275.00 feet, a central angle of
14'12'35", and an arc length of 68.20 feet, whose chord bears S 06"32'51' E, 68.03 feet;
THENCE S 00'3327" W, a distance of 177.57 feet;
THENCE S 89'26'33" E, a distance of 15.00 feet;
THENCE S QO'33'27" W, a distance of 50.00 feet;
THENCE N 8992633" W, a distance of 15.00 feet;
THENCE S 00"33'27" W. a distance of 189.99 feet;
THENCE S 89*14*02' E, a distance of 11.91 feet to the POINT Of BEGINNING and containing approximately 51.226
acres of land.
`rhJs docwrwnt was prepared under TAC §663.21, does not reflect the results of an on the ground surrey, and is not to be used
to convey or establish interest in real property except those rights and interest implied or established by the cseotion or
reconfiguration of the boundary of the political subdivision for which it was prepared.'
3 of 8
METES AND BOUNDS
ANACAPRI PHASE 7
64.398 ACRES
BEING all that certain lot, tract or parcel of land, situated in the J. C. Burge Survey, Abstract Number 106, Collin
County, Texas, and being part of that certain called 68.02 acre tract of land, described in deed to Anacapri Laguna
Azure, LLC, recorded in Instrument Number 2022000084315, Official Public Records, Collin County, Texas, and
being part of that certain called 47.61 acre tract of land, described by deed to Anacapri Laguna Azure, LLC,
recorded In Instrument Number 2022000118987, Official Public Records, Collin County, Texas, and being more
particularly described as follows:
BEGINNING at a PK nail, in the approximate center of County Road 373, same being the northeast corner of said
68.01 acre tract, and being the northwest comer of a called 2.30 acre tract of land, described in deed to Texas Land
Holdings, recorded in Instrument Number 20200305000323160, Official Public Records, Collin County, Texas;
THENCE S 01'22'S5" W, with the northerly east line of said 68.01 acre tract and the west line of said 2.30 acre
tract, a distance of 672.79 to a 1/2" rebar found at the southwest corner of said 2.30 acre tract, and being the
northwest corner of a called 15.528 acre tract, described in deed to Anna Parkway Development, LLC, recorded in
Instrument Number 20180702000822980, Official Public Records, Collin County, Texas;
THENCE 5 01*32*13" W, with the northerly east line of said 68.01 acre tract and the west line of said 15528 acre
tract, a distance of S24.05 feet to a 5/8" rebar found at the southwest comer of said 15528 acre tract, and being
the northwest corner of Lot 2, Block 8, Walnofer Addition, recorded In Volume P, Page 297. Official Public Records,
Collin County, Texas;
THENCE S 01-23'20" W, with the northerly east line of said 68.01 acre tract and the west line of said Lot 2, passing
at a distance of 239.56 feet, a 1/2" rebar found at the southwest corner of said Lot 2, and being the northwest
comer of Lot 2R, Block A, Walnofer Addition, recorded in Volume 2021, Page 747, Official Public Records, Collin
County, Texas, continuing a total distance of 850.79 feet to a 1/4" pipe found at the southwest corner of said Lot
2R, same being the most northerly southeast comer of said 68.01 acre tract, and being in the north line of a called
49.38 acre tract of land, described in deed to Eleanor Katharine Cox Cunningham, recorded in Volume 1995, Page
577, Official Public Records, Collin County, Texas;
THENCE N 89014'Or W, with a south line of said 68.01 acre tract and the north line of said 49.38 acre tract,
passing at a distance of 687.24 feet a 1/2" rebar found at the northwest corner of said 49.38 acre tract, continuing
a total distance of 687.24 feet;
THENCE N 00-33'27" E, a distance of 189.99 feet;
THENCE S 8902633" E, a distance of 15.00 feet;
THENCE N 00`332r E, a distance of 50.00 feet;
THENCE N 89026'33" W, a distance of 15.00 feet;
THENCE N 00033'27" E, a distance of 177.57 feet;
THENCE northwesterly, with the arc of a curve to the left. having a radius of 275.00 feet, a central angle of
14*12'350, and an arc length of 68.20 feet, whose chord bears N 06'32'S1" W, 68.03 feet;
THENCE N 77-58'19" E, a distance of 15.71 feet;
THENCE N 09*23*29' W, a distance of 50.00 feet;
4 of A
THENCE southwesterly, with the arc of a curve to the left, having a radius of 225.00 feet, a central angle of
6'06'SW, and an arc length of 24.01 feet, whose chord bears S 7733'16" W, 24.00 feet;
THENCE northwesterly, with the arc of a curve to the left, having a radius of 275.00 feet, a central angle of
24'08'4W, and an arc length of 115.90 feet, whose chord bears N 36'11'05" W, 115.04 feet;
THENCE N 48'15'29" W, a distance of 531.16 feet;
THENCE northwesterly, with the arc of a curve to the left, having a radius of 275.00 feet, a central angle of
41'11'04 passing the west line of said 68.01 acre tract, same being the east line of said 47.61 acre tract, and
continuing a total arc length of 197.67 feet, whose chord bears N 68051'01" W. 193.44 feet;
THENCE N 89'2633" W, a distance of 27.96 feet;
THENCE N 00'3327' E, a distance of 15.00 feet;
THENCE N 89'26'33' W, a distance of 50.00 feet:
THENCE S 00'33'2i W, a distance of 15.00 feet;
THENCE N 89026'33" W, a distance of 416.46 feet;
THENCE N 00'33'27" E, a distance of 15.00 feet;
THENCE N 89026'33" W, a distance of 50.00 feet;
THENCE S 00'33'27" W. a distance of 15.00 feet;
THENCE N 89'2633" W, a distance of 178.39 feet to the west line of said 47.61 acre tract, same being the east line
of that certain called 45.394 acre tract of land, described in deed to Linda O'Neil, recorded in Instrument Number
20100816000848400, Official Public Records, Collin County, Texas;
THENCE 01'42'35" E, with the west line of said 47.61 acre tract, and the east line of said 45.394 acre tract, a
distance of 2013.86 feet to a 1/2" capped rebar found stamped "4967" at the northwest corner of said 47.61 acre
tract, same being the northeast corner of said 45.394 acre tract and being in the south line of a certain called 2.900
acre tract of land, described by deed to Sharon Palmer, recorded in Instrument Number 20190711000815980.
Official Public Records, Collin County, Texas;
THENCE S 86044120" E, with the north line of said 47.62 acre tract, and the south line of said 2.900 acre tract, a
distance of 73.30 feet to a 2/2' rebar found, at the southeast corner of said 2.900 acre tract, and being the
southwest corner of Lot 4, Phase 1 of Anna 103 Subdivision, recorded In Volume D, Page 80, Plat Records, Collin
County, Texas;
THENCE S 89'58'11" E, with the north line of said 47.61 acre tract, and the south line of said Lot 4, a distance of
S20.92 feet to a 5/8" capped rebar found stamped Jones Carter at the southeast corner of said Lot 4, and being the
southwest comer of that certain called 6.69 acre tract of land, described in deed to Debrah Schuchman, recorded
in Instrument Number 20181108001389450, Official Public Records, Collin County, Texas:
THENCE S 88'00'44" E, with the north line of said 47.61 acre tract, and the south line of said 6.69 acre tract, a
distance of 245.93 feet to the northwest corner of a called 4.017 acre tract of land, described in deed to Julio D.
Rossi and Kimberly L Rossi, recorded in Instrument Number 20070507000613120, Official Public Records, Collin
County, Texas and being the most northerly northeast corner of said 47.61 acre tract;
5 of 8
THENCE S 00'43'20" W, with the most northerly east line of said 47.61 acre tract, and the west line of said 4.017
acre tract, a distance of 699.97 feet to a 1/2" rebar found at the southwest corner of said 4.017 acre tract, same
being a northwest corner of said 68.01 acre tract, and being in the east line of said 47.61 acre tract;
THENCE S 88'5322" E, with the south line of said 4.017 acre tract. and the most southerly north line of said 68.01
acre tract, a distance of 250.68 feet to a 1/2" rebar found at the southeast comer of said 4.017 acre tract, and
being an inner ell of said 68.01 acre tract;
THENCE N =4141" E. with the east line of said 4.017 acre tract, and a west line of said 68.02 acre tract, a
distance of 700.23 feet to a PK nail found in the approximate center of said County Road 373, and being the
northwest corner of said 68.01 acre tract;
THENCE S W55'02" E, with the approximate center of said County Road 373, and the most northerly north line of
said 68.01 acre tract, a distance of 995.23 feet, to the POINT OF BEGINNING and containing approximately 64.398
acres of land.
'This document was prepared under TAC §663.21, does not reflect the results of an on the ground surrey, and is not to be used
to convey or establish Interest in real property except those rights and Interest implied or established by the creation or
reconfiguration of the boundary of the political subdA+Ision for which It was prepared.'
6 of 8
LEGAL DESCRIPTION
ANACAPRI PHASE 8
41.SS3 ACRES
BEING all that certain lot, tract, or parcel of land, situated in the J. C. Burge Survey, Abstract Number
106, City of Anna, Collin County, Texas, being part of that certain tract of land, described by deed as
Tract "B" to Risland Mantua LLC, recorded in Instrument Number 20180625000783630, Deed Records,
Collin County, Texas, and being more particularly described as follows:
COMMENCING at a PK Nail Found in asphalt, at a southeast corner of said Tract "B", same being the
southwest corner of a certain tract of land, described by deed to Sharon Palmer, recorded in Instrument
Number 20190711000815980, Deed Records, Collin County, Texas, being in the north line of a certain
tract of land, described by deed to O'Neal Linda -Le, recorded in instrument Number
2021011000091720, Deed Records, Collin County, Texas, and being in County Road 373;
THENCE N 87'48'54" W, with a south line of said Tract "B", and the north line of said O'neal tract a
distance of 472.33 feet to the POINT OF BEGINNING, being a PK Nail Set in asphalt, at the northwest
comer of said O'Neal tract, same being an inner ell corner of said Tract "B", and being in County Road
373;
THENCE S 01042'4S" W, with a east line of said Tract "B", and the west line of said O'Neal tract, a
distance of 1,639.03 feet to a 3/8" rebar found in the west line of said O'Neal tract, being a southeast
corner of said Tract "B", and being a northeast corner of a certain tract of land, described by deed to
LHJH Properties LTD & LHJH Management Company LLC, recorded in Instrument Number
20061003001424620, Deed Records, Collin County, Texas;
THENCE N 88031'41" W, with an south line of said Tract "B" and an north line of said LHJH tract a
distance of 1,048.86 feet to a 3/8" rebar found, at an inner ell corner of said LHJH tract, and being a
southwest corner of said Tract "B";
THENCE N 00'19'19" W, with an west line of said Tract "B", and an east line of said LHJH tract a distance
of 1,221.30 feet to a 3/8' rebar found, at an Inner ell corner of said Tract "B" and being an northeast
corner of said UHJ tract;
THENCE S 88'00'46" W, with an south line of said Tract "B" and an north line of said UHJ tract a distance
of 231.39 feet to a 1/2" rebar found;
THENCE N 28°04'04" W, with an south line of said Tract "B" and an north line of said UHJ tract a
distance of 80.10 feet to a Survey Spike found in asphalt;
THENCE N 56011'30" E, a distance of 295.00 feet to a PK Nail set in asphalt;
THENCE N 40"15'00" E, a distance of 81.57 feet to a PK Nail set in asphalt;
THENCE N 02'06'41" E, a distance of 141.95 feet to a 1/2" capped rebar set, stamped "MCADAMS" at
the southwest corner of a certain called 2.655 acres Save and Except tract of said Tract "W (Mantua
Cemetery);
7 of 8
THENCE S 87048'S4" E, with the south line of said Mantua Cemetery, passing the southeast corner
thereof, continuing a total distance of 2,071.02 feet to the POINT Of BEGINNING and containing
approximately 42.SS3 acres of land.
8 of 8
Exhibit "A-3"
LEGAL DESCRIPTION
ANACAPRI PHASE S
50.002 ACRES
BEING all that certain lot, tract, or parcel of land, situated in the J. C. Burge Survey, Abstract Number
106, City of Anna, Collin County, Texas, being all that certain tract of land, described by deed to 3
Monkeys LLC, recorded In Instrument Number 2023000058344, Deed Records, Collin County, Texas, and
being more particularly described as follows:
BEGINNING at a 1/2" capped rebar found, stamped "RPLS 4117" at the northeast corner of said 3
Monkeys tract, same being the northwest comer of Lot 32, Block A, Tara Farms, an addition to the City
of Anna, according to the plat thereof, recorded in Volume M, Page 319, Plat Records, Collin County,
Texas, and being in the most southerly line of a certain tract of land described by deed to Zion
Cornerstone LLC, recorded in instrument Number 20081230001455620, Deed Records, Collin County,
Texas;
THENCE S 02.07'10" W, with the east line of said 3 Monkeys tract, and the west line of said Tara Farms,
passing at a distance of 1,141.25 feet a 1/2" rebar found at the southwest corner of said Tara Farms,
same being the northwest corner of Tara Farms, No. 3, an addition to the City of Anna, according to the
plat thereof, recorded in Volume N. Page 168, Plat Records, Collin County, Texas, continuing with the
west line thereof, same being the east line of said 3 Monkeys tract, passing at a distance of 1,741.25
feet, a IX capped rebar found, stamped "ALS" at the southwest corner of said Tara Farms, No. 3, same
being the northwest corner of Tara Farms, No. S, an addition to the City of Anna, according to the plat
thereof, recorded in Volume Q, Page 668, Plat Records, Collin County, Texas, continuing with the west
line thereof, and the east line of said 3 Monkeys tract a total distance of 2,6SS.S8 feet to a PK NaN set In
asphalt, at the southeast corner of said 3 Monkeys tract, being in the west line of a 45-foot right of way
dedication, according to the plat of said Tara Farms, No. S, being In the north One of a certain tract of
land, described by deed to Anacapri Laguna Azure LLC, recorded in Instrument Number
20210819001679920, Deed Records, Collin County, Texas, and being In County Road 371;
THENCE N 89*W35" W, with the south line of said 3 Monkeys tract, and the north One of said Anacapri
tract, a distance of 818.80 feet to a PK Nail found in asphalt at the southwest comer of said 3 Monkeys
tract, same being the southerly southeast corner of a certain tract of land, described by deed to
Anacapri Laguna Azure LLC, recorded in Instrument Number 2022000084315, Deed Records, Collin
County, Texas, from which a PK Nail found in asphalt at the most southerly southwest corner thereof,
same being the southeast corner of a 52-foot reservation for street right-of-way, recorded In Volume
314, Page 177, Official Public Records, Collin County, Texas, bears N 88'42'00" W, a distance of 4.00
feet;
THENCE N 02'01'45" E, with the west line of said 3 Monkeys tract, and the southerly east line of said
Anacapri (2022000084315) tract, distance of 1,612.36 feet to a 1/2" rebar found In the west line of said
3 Monkeys tract, and the southerly east line of said Anacapri (2022000084315) tract, from which a 112"
rebar found at the northeast corner of said 52-foot reservation, bears N 88'44'40" W, a distance of 4.00
feet;
THEN4X N 016SWSS" E, with the west line of said 3 Monkeys tract, and the southerly east line of said
Anacapri (2022000084315) tract, a distance of 1,039.30 feet to a 1J2" capped rebar found (red cap) at
the inner ell corner thereof, same being the northwest comer of said 3 Monkeys tract;
THENCE 5 89014'50" E, with the north line of said 3 Monkeys tract, same the easterly south line of said
Anacapri tract (2022000084315), a distance of 675.51 feet to a 1/2" pipe found at the northerly
southeast corner of said Arnacapri tract (2022000084325), same tieing the southwest corner of said Zion
tract, and being In the north line of said 3 Monkeys tract;
THENCE S 89'24'30" E, with the north line of said 3 Monkeys tact, and the westerly south line of said
Zion tract a distance of 148.11 feet to the POINT OF BEGINNING and containing approximately 50.002
acres of land.
METES AND BOUNDS
ANACAPRI PHASE 6
51.226 Acres
BEING all that certain lot, tract or parcel of land, situated in the J. C. Burge Survey, Abstract Number 106, Collin
County, Texas, and being part of that certain called 68.01 acre tract of land, described in deed to Anacapri Laguna
Azure, LLC, recorded in Instrument Number 2022000084325, Offedal Public Records, Collin County, Texas, and
being part of that certain called 47.62 acre tract of land, described by deed to Anacapri Laguna Azure, LLC,
recorded in Instrument Number 2022000119987. Offidal Public Records, Collin County, Texas, and being more
particularty described as follows:
COMMENCING at a PK nail, in the approximate center of County Road 373, same being the northeast comer of
said 68.01 acre tract, and being the northwest comer of a called 2.30 acre tract of land, described in deed to Tejas
Land Holdings, recorded in Instrument Number 2020030SO00323160, Official Public Records, Collin County, Texas;
THENCE S O1-22'SS" W, with the northerly east line of said 68.01 acre tract and the west line of said 2.30 acre
track, a distance of 672.79 to a 1/2" rebar found at the southwest corner of said 2.30 acre tract, and being the
northwest comer of a called IS.S28 acre tract. described in deed to Anna Parkway Development, LLC, recorded in
Instrument Number 20280702000822980, Official Public Records, Collin County, Texas;
THEME S 01'32'13" W, with the northerly east line of said 68.02 acre tract and the west line of said 1S.S28 acre
tract, a distance of S24.OS feet to a S/8' rebar found at the southwest corner of said 15.528 acre tract, and being
the northwest corner of Lot 2, Stock 8, Walnofer Addition, recorded in Volume P. Page 297, Official Public Records,
Collin County, Texas;
THENCE S 01'2320" W, with the northerly east line of said 68.01 acre trau and the west line of said Lot 2, passing
at a distance of 239.56 feet. a 1/2" rebar found at the southwest corner of said trot 2, and being the northwest
corner of Lot 2R, Block A, Walnofer Addition, recorded in Volume 2021. Page 747, Official Public Records, Collin
County, Texas, continuing a total distance of 850.79 feet to a 1/4" pipe found at the southwest corner of said Lot
2R, same being the most northerly southeast corner of said 68.01 acre tract, and being In the north line of a called
49.38 acre tract of land, described in deed to Eleanor Katharine Cox Cunningham, recorded in Volume 1995, Page
577, Official Public Records, Collin County. Texas;
THENCE N 89'14'02" W. with a south line of said 68.01 acre tract and the north line of said 49.38 acre tract, a
distance of 675.33 feet to the POINT OF BEGINNING, being a 1/2" rebar found at the northwest comer of said
49.38 acre tract, and being an inner ell of said 68.01 acre tract;
THENCE S OrW23" W, with the most southerly east line of said 68.01 acre tract, and the west line of said 49.38
acre tract, a distance of 1039.10 feet to a 2/2" rebar found;
THENCE S 02'OrSl" W. with the most southerly east line of said 68.01 acre tract, and the west line of said 49.38
acre tract, a distance of 1612.1.2 feet to a PK Nail in the approximate center of County Road 371. and being the
most southerly southeast corner of said 68.01 acre tract;
THENCE N 88'42'SV W, with the approximate center of said County Road 371, and the most southerly south line
of said 68.01 acre tract, a distance of 4.00 feet to a PK Nail, at the southeast corner of a S2' Right-of-way
dedication, as shown on plat of Joe Bryant Elementary School Addition, recorded in Volume 5977, Page 2164,
Official Public Records, Collin County, Texas, and being the most southerly southwest comer of said 68.01 acre
tract;
THENCE N 02'01'51" E, with the east line of said Right-of-way dedication, and the most southerly west line of said
68.01 acre tract, a distance of 16IL88 feet to a 1/2" rebar found at the northeast corner of said Right-of-way
dedication, same being an inner ell of said 68.01 acre tract;
THENCE N 88'45'SS" W. with a south line of said 68.01 acre tract, and the north line of said Right-of-way
dedication passing at a distance of 52.18 feet a 1/2' rebar found at the northwest corner of said Right-of-way
dedicates, and being the northeast corner of Lot 1, Block A of said toe Bryant Elementary School Addition,
continuing with the north line thereof, a total distance of S97.99 feet to a 1/2" rebar found at the northwest
corner thereof, same begin a southwest comer of said 68.01 acre tract, and being in the east line of a called 83.5
acre tract, described in deed to Laura Bryant Collins, recorded in Instrument Number 20160825001122S60, Official
Public Records, Collin County, Texas;
THENCE N 024'40'17" E, with the southerly west line of said 68.01 acre tract, and the east hne of said 83.S acre tract
a distance of 676.53 feet to a 1/2' rebar found at a northeast comer of said 83.5 acre tract, same being in the west
line of said 68.01 acre tract, and being in the south line of said 47.61 acre tract;
THENCE N 88'2647' W, with the south line of said 47.61 acre tract, and the north line of said 83.S acre trail, a
distance of 812.45 feet to a 1/2' rapped rebar found stamped "4967" at the southeast corner of that certain called
45.394 acre tract of land, described in deed to Linda O'Neil, recorded in Instrument Number 201Q081600084840%
Offidal Public Records, Collin County, Texas, same being the southwest corner of said 47.61 acre tract and being
the northwest corner of said 83.S acre tract;
THENCE N 01'4235" E, with the east line of said 4S.394 acre tract, and the west line of said 47.61 acre tract, a
distance of 1389.02 feet;
THENCE S 89'2633' E, a distance of 178.39 feet;
THENCE N 00'33'27" E, a distance of 10.00 feet;
THENCE S 89'26'3r E, a distance of SO.00 feet;
THENCE S 00`3327' W. a distance of 1S.00 feet;
THENCE S 89026'33" E. a clistance of 416.46 feet;
THENCE S 00'3327" W, a distance of 1S.00 feet;
THENCE S 89'2633" E, a distance of SO.00 feet;
THENCE S OW33'27' W, a distance of 15.00 feet;
THENCE S 89'2633" E, a distance of 17.96 feet;
THENCE southeasterly, with the arc of a curve to the right, having a radius of 27S.00 feet, a central angle of
41'11'04", passing the west line of said 68.01 acre tract, same being the east line of said 47.61 acre tract and
continuing a total arc length of 197.67 feet, whose chord bears S 68'S1'01' E,193.44 feet;
THENCE S 48'15'29" E, a distance of S3U6 feet;
THENCE southeasterly, with the arc of a curve to the right, having a radius of 27S.00 feet, a central angle of
240W4T, and an arc length of 115.90 feet, whose chord bears S 36'11'OS" E,115.04 feet;
THENCE northeasterly, with the arc of a curve to the right, having a radius of 22S.00 feet, a central angle of
6'06'SW, and an are length of 24.01 feet, whose chord bears N 77'33'16" E, 24.00 feet;
THENCE S 09'23'19" E, a distance of 50.00 feet;
THENCE S 77'58'19" W, a distance of 15.71 feet;
THENCE southeasterly, with the arc of a curve to the right, having a radius of 275.00 feet, a central angle of
14.1Y35', and an arc length of 68.20 feet, whose chord bears 5 06'32'51" E. 68.03 feet;
THENCE S 00'3327' W, a distance of 177.57 feet;
THENCE S 89'2633" E. a distance of 15.00 feet;
THENCE S 00'3327' W, a distance of 50.00 feet;
THENCE N 89'26'33" W, a distance of 15.00 feet;
THENCE S OW33'27" W, a distance of 189.99 feet;
THENCE S 89"14'02' E, a distance of 11.91 feet to the POINT OF BEGINNING and containing approximately 52.226
acres of land.
'?his document was prepared under TAC §663.21, does not reflect the rendu of an on the ground survey, and Is not to be used
to convey or establish Interest in real property e=eX those dghts and Interest bryWed or established by the a radon or
a tCW a ur+oNon of the boundary of the poftkal subdWon for which It was prepared.'
METES AND BOUNDS
ANACAPRI PHASE 7
64.398 ACRES
BEING all that certain lot, tract or parcel of land, situated In the J. C. Surge Survey, Abstract Number 106, Collin
County, Texas, and being part of that certain called 68.02 acre tract of land, described in deed to Anacapri Laguna
Azure, LLC, recorded In Instrument Number 202200008431S, Official Public Records, Collin County, Texas, and
being part of that certain called 47.61 acre tract of land, described by deed to Anacapri Laguna Azure, I.I.C.
recorded in Instrument Number 2022000118987, Official Public Records, Collin County, Texas, and being more
particularly described as follows:
BEGINNING at a PK nail, In the approximate center of County Road 373, same being the northeast corner of said
68.01 acre tract, and being the northwest corner of a called 2.30 acre tract of land, described In deed to Tejas Land
Holdings, recorded In Instrument Number 2020030S000323160, Official Public Records, Collin County, Texas;
THENCE S 01'228SS" W, with the northerly east line of said 68.01 acre tract and the west line of said 2.30 acre
tract, a distance of 672.79 to a 1/2' rebar found at the southwest corner of said 2-30 acre tract, and being the
northwest corner of a called 15.528 acre tract, described in deed to Anna Parkway Development, LLC. recorded In
Instrument Number 20180702000822980, Official Public Records, Collin County, Texas;
THENCE S 01*32*13' W. with the northerly east line of said 68.02 acre tract and the west line of said 1S.S28 acre
tract, a distance of S24.05, feet to a 5/8' rebar found at the southwest comer of said 1S.528 acre tract, and being
the northwest corner of Lot 2, Block B, Walnofer Addition, recorded in Volume P, Page 297, Official Public Records,
Collin County, Texas;
THENCE S 01'23'20' W, with the northerly east line of said 68.01 acre tract and the west line of said Lot 2, passing
at a distance of 239.S6 feet, a 1/2" rebar found at the southwest corner of said Lot 2, and being the northwest
corner of Lot 2R, Block A. Walnofer Addition, recorded in Volume 2021, Page 747, Official Public Records, Collin
County, Texas, continuing a total distance of 8SO.79 feet to a 1/4' pipe found at the southwest comer of said Lot
2R, same being the most northerly southeast corner of said 68.01 acre tract, and being in the north line of a called
49.38 acre tract of land, described In deed to Eleanor Katharine Cox Cunningham, recorded in Volume 199S, Page
S77, Official Public Records, Collin County, Texas;
THENCE N W14'02" W. with a south line of said 68.01 acre tract and the north line of said 49.38 acre tract,
passing at a distance of 687.24 feet a 1/20 rebar found at the northwest corner of said 49.38 acre tract, continuing
a total distance of 687.24 feet;
THENCE N 00'3W2r E. a distance of 189.99 feet;
THENCE S 890263r E. a distance of 15.00 feet;
THENCE N o0'3327w E, a distance of SO.00 feet:
THENCE N 89'2633" W, a distance of 25.00 feet;
THENCE N 00.3327" E. a distance of 177.57 feet;
THENCE northwesterly, with the arc of a curve to the IefL having a radius of 27S.00 feet, a central angle of
14.12'3S", and an arc length of 68.20 feet, whose chord bears N 06'32'51' W. 68.03 feet;
THENCE N 7rSS'19" E, a distance of iS.71 feet;
THENCE N 0902X19" W, a distance of 50.00 feet;
THENCE southwesterly, with the arc of a curve to the left, having a radius of 225.00 feet, a central angle of
6'06'SO", and an arc length of 24.01 feet, whose chord bears S 77'33'16"' W, 24.00 feet;
THENCE northwesterly, with the arc of a curve to the left, having a radius of 275.00 feet, a central angle of
24"08'49", and an arc length of 115.90 feet„ whose chord bears N 36'11'OS" W, 115.04 feet;
THENCE H 4VIS'29" W, a distance of 531.16 feet;
THENCE northwesterly, with the are of a curve to the left, having a radius of 275.00 feet, a central angle of
41"11'04", passing the west line of said 68.01 acre tract, same being the east line of said 47.61 acre tract, and
continuing a total arc length of 297.67 feet, whose chord bears N 68'S1'01" W,193.44 feet;
THENCE N ST26'33" W, a distance of 17.96 feet;
THENCE N 00033127" E, a distance of 15.00 feet;
THENCE N 89"2633' W. a distance of 50.00 feet;
THENCE S CKr" 3327" W, a distance of 15.00 feet;
THENCE N 89'26.33" W. a distance of 416.46 feet;
THENCE N 00"33'27" E, a distance of 15.00 feet;
THENCE N 89"26'33" W. a distance of 50.00 feet;
THENCE S 00"33'27" W, a distance of 15.00 feet;
THENCE N 89'2633" W, a distance of 178.39 feet to the west line of said 47.61 acre tract, same being the east line
of that certain called 45.394 acre tract of land, described in deed to Linda O"Neil, recorded In Instrument Number
20100816000848400, Official Public Records, Collin County, Texas;
THENCE 01"42'35" E, with the crest line of said 47.61 acre tract„ and the east line of said 45.394 acre tract, a
distance of 1013.86 feet to a 1/2" capped rebar found stamped "4967" at the northwest corner of said 47.61 acre
tract, same being the northeast corner of said 45.394 acre tract and being in the south line of a certain called 2.900
acre tract of land, described by deed to Sharon Palmer, recorded in instrument Number 20190711000815980,
Officia! Pubiicc Records, Cohn County, Texas;
THENCE S 86'44'2O" E, with the north Cane of said 47.61 acre tract, and the south line of said 2.900 acre tract, a
distance of 73.30 feet to a 1j2" rebar found, at the southeast corner of said 2.900 acre tract, and being the
southwest corner of Lot 4, Phase 1 of Anna 103 Subdivision, recorded in Volume D, Page 80, Plat Records, Collin
County, Texas;
THENCE S 89'58'11" E, with the north line of said 47.61 acre tract, and the south line of said Lot 4, a distance of
520.92 feet to a 5/8" capped rebar found stamped Jones Curter at the southeast corner of said Lot 4, and being the
southwest corner of that certain called 6.69 acre tract of land, described in deed to Debrah Schuchman, recorded
In Instrument Number 20181i08001389450, Official Public Records, Collin County, Texas;
THENCE S 88'DO'44" E, with the north line of said 47.61 acre tract, and the south line of said 6.69 acre tract, a
distance of 245.93 feet to the northwest corner of a called 4.027 acre tract of land, described in deed to Julio D.
Rossi and Kimberly L. Rossi, recorded in Instrument Number 20070507000613120, Official Public Records, Collin
County, Texas and being the most northerly northeast corner of said 47.61 acre tract;
THENCE S 00"43'20'9 W, with the most northerly east line of said 47.61 acre tract, and the west line of said 4.017
acre tract, a distance of 699.97 feet to a 1/2" rebar found at the southwest corner of said 4.017 acre tract, same
being a northwest corner of said 68.01 acre tract, and being in the east line of said 47.62 acre tract,
THENCE S 88"53'22" E, with the south line of said 4.017 acre tract, and the most southerly north line of said 68.01
acre tract, a distance of 250.68 feet to a 1/2" rebar found at the southeast corner of said 4.017 acre tract, and
being an inner ell of said 68.01 acre tract;
THENCE N =4141" E, with the east line of said 4.017 acre tract, and a west line of said 68.01 acre tract, a
distance of 700.23 feet to a PK nail found in the approximate center of said County Road 373, and being the
northwest corner of said 68.01 acre tract;
THENCE S 88"SS'02' E, with the approximate center of said County Road 373, and the most northerly north lime of
said 68.01 acre tract, a distance of 99S.13 feet, to the POINT OF BEGINNING and containing approximately 64.398
acres of land.
'This docr mmnt was prepared under TAC §663.21, does not reflect the results of an on the ground survey, and is not to be used
to convey or estobosh Interest In real property except those rights and Inrerest k"phed or established by dw creation or
recorjigurotfan of the boundary of the political subdiWsion for whkh it was prepared."
Exhibit "A-4"
LEGAL DESCRIPTION
ANACAPRI PHASE 8
41.SS3 ACRES
BEING all that certain lot, tract, or parcel of land, situated in the J. C. Burge Survey, Abstract Number
106, City of Anna, Collin County, Texas, being part of that certain tract of land, described by deed as
Tract "B" to Risland Mantua LLC, recorded in Instrument Number 20180625000783630, Deed Records,
Collin County, Texas, and being more particularly described as follows:
COMMENCING at a PK Nail Found in asphalt, at a southeast corner of said Tract "B", same being the
southwest comer of a certain tract of land, described by deed to Sharon Palmer, recorded in Instrument
Number 20190711000815980, Deed Records, Collin County, Texas, being in the north line of a certain
tract of land, described by deed to O'Neal Linda -Le, recorded in Instrument Number
2021011000091720, Deed Records, Collin County, Texas, and being in County Road 373;
THENCE N 87.48'S4" W, with a south line of said Tract "B", and the north line of said O'Neal tract a
distance of 472.33 feet to the POINT Of BEGINNING, being a PK Nail Set in asphalt, at the northwest
corner of said O'Neal tract, same being an inner ell corner of said Tract "B", and being in County Road
373;
THENCE S 01'42'45" W, with a east line of said Tract "B", and the west line of said O'Neal tract, a
distance of 1,639.03 feet to a 3/8" rebar found in the west line of said O'Neal tract, being a southeast
corner of said Tract "6", and being a northeast corner of a certain tract of land, described by deed to
LHJH Properties LTD & LHJH Management Company I.I.C. recorded in Instrument Number
20061003001424620, Deed Records, Collin County, Texas;
THENCE N 88'3141" W, with an south line of said Tract "B" and an north line of said LHJH tract a
distance of 1,048.86 feet to a 3/8" rebar found, at an Inner ell corner of said LHJH tract, and being a
southwest corner of said Tract "B";
THENCE N OO'19'19" W, with an west line of said Tract "B", and an east line of said LHJH tract a distance
of 1,221.30 feet to a 3/8" rebar found, at an inner ell comer of said Tract "B" and being an northeast
corner of said UHJ tract;
THENCE S 88'00'46" W, with an south line of said Tract "S" and an north line of said UHJ tract a distance
of 231.39 feet to a 1/2" rebar found;
THENCE N 28'04'04" W, with an south line of said Tract "8" and an north line of said UHJ tract a
distance of 80.10 feet to a Survey Spike found in asphalt;
THENCE N 56'11'30" E, a distance of 295.00 feet to a PK Nail set in asphalt;
THENCE N 40'15'OW E, a distance of 81.57 feet to a PK Nail set in asphalt;
THENCE N 02'0641" E, a distance of 141.95 feet to a 1/2" capped rebar set, stamped "MCADAMS" at
the southwest corner of a certain card 2.655 acres Save and Except tract of said Tract "B" (Mantua
Cemetery);
THENCE S 87.48'S4" E, with the south line of said Mantua Cemetery, passing the southeast comer
thereof, continuing a total distance of 1,071.02 feet to the POINT OF BEGINNING and containing
approximately 41.553 acres of land.
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Exhibit "C"
Authorized Improvements with Budgeted Costs
!=Iij
MCADAMS
Engineer's Report
for
AnaCapri Phases V. VI, VII & VIII
City of Anna & City of Anna ETJ;
Collin County, Texas
April 1, 2024
Prepared for:
OWNER/DEVELOPER: ANACAPRI LAGUNA AZURE, I.I.C.
2101 CEDAR SPRINGS ROAD, SUITE 700; DALLAS, TEXAS 75201
4400 State Highway 121. Suite 800 • Lewisville. TX 75057 • P: 972436.9712 • F: 972.43a.9715
201 Country View Drive • Roanoke. TX 7a262 • P: 972.436.9712 • F: 97243a.9715
58
DATE: April 1, 2024
ENGINEER: The John R. McAdams Company, Inc.
Mr. RobertJ. Doliak, Jr., P.E.
4400 State Highway 121, Suite 800
Lewisville, TX 75057
469-312-0419
OWNER/DEVELOPER: AnaCapri Laguna Azure, LLC.
2101 Cedar Springs, Suite 700
Dallas, Texas 75201
INTRODUCTION:
The Project, known as AnaCapri — Phases V— VIII, is a proposed single family residential
development located within the City of Anna, and the City of Anna's Extra Territorial
Jurisdiction within Collin County, Texas with a proposed approximate build out of 839
lots as depicted herein on Exhibit W. The total residential property is approximately
207.179 acres to be developed across four phases. The purpose of this report is to
present the backup documentation for the PID and the creation and execution of the
PID by the City of Anna to finance the Public Infrastructure necessary to serve the
Project. Excavation, Water, Wastewater, Storm Sewer, Paving, Erosion Control and
Handscape / Landscape / Irrigation Improvements are all RID Authorized Improvements
within the Project.
PROJECT PHASING:
Phase V is anticipated to be a single tract of land totaling approximately 50.002 acres
and contains approximately 193 single family residential lots. Refer to Exhibit "A". This
is a future phase, and the budgets wlU be updated when developed.
Phase VI is anticipated to be a single tract of land totaling approximately 51.226 acres
and contains approximately 245 single family residential lots. Refer to Exhibit W. This
is a future phase, and the budgets will be updated when developed.
Phase Vll is anticipated to be a single tract of land totaling approximately 64.398 acres
and contains approximately 231 single family residential lots. Refer to Exhibit "A". This
is a future phase, and the budgets will be updated when developed.
Phase VIII is anticipated to be a single tract of land totaling approximately 41553 acres
and contains approximately 170 single family residential lots. Refer to Exhibit W. This
is a future phase, and the budgets will be updated when developed.
ALL INCLUSIVE OPINION OF PROBABLE COST AND PID SUMMARY BUDGET:
An all4ndusive Engineer's Preliminary Opinion of Probable Cost has been prepared for
these phases and additionally contains a PID Summary Budget for the PID Authorized
Improvements. The RID Summary Budget is broken out Phases V through VIII are all
shown as PID Major, RID Direct and PID Private, and all are herein included as Exhibit
nEr.
PID AUTHORIZED IMPROVEMENTS IDENTIFIED AND DEFINED:
Excavation, Water, Wastewater, Storm Sewer, Paving, Erosion Control and Hardscape /
Landscape / Irrigation Improvements have been identified for Direct Improvements and
are shown in the PID Summary budget. The PID eligible items include all erosion control
(construction entrances, silt fence, etc.). Exhibits MC-r depict the PID Direct Master for
the initial bond offering for these phases.
ANTICIPATED DEVELOPMENT AND CONSTRUCTION SCHEDULE:
The Zoning, Preliminary Plat, and Development Agreement for AnaCapri Phases I, 11,111 &
IV have been prepared, submitted and final approval has been received from the Anna
City Council. The Final Plats for AnaCapri Phase I and 11 have been prepared, submitted
and final approval has been received from the Anna City Council. The zoning for Phases
III and IV has been prepared, submitted and final approval has been received from the
Anna City Council
AnaCapri Phase V Final Plat and construction plans are anticipated to be prepared and
approved in the fourth quarter of 2024` or first quarter of 2025. Construction is
anticipated to begin in the summer of 2025 With an anticipated completion date of the
summer of 2026.
AnaCapri Phase VI Final Plat and construction plans are anticipated to be prepared and
approved by in the fourth quarter of 2025. Construction is anticipated to begin in the
first or second quarter of 2026 with an anticipated completion date of the third quarter
of 2027.
AnaCapri Phase Vll Final Plat and construction plans are anticipated to be prepared and
approved by in the third quarter of 2026. Construction is anticipated to begin in the first
quarter of 2027 with an anticipated completion date of the fourth quarter of 2028.
AnaCapri Phase Vlll Final Plat and construction plans are anticipated to be prepared and
approved by in the third quarter of 2027. Construction is anticipated to begin in the first
quarter of 2028 with an anticipated completion date of the fourth quarter of 2029.
All the above phases are anticipated to be funded through the first issuance of direct
and master improvement bonds sales.
60
FIELD NOTES AND EXHIBITS BY PHASE:
Field Notes and Exhibits for Phase V — One Tract, Phase VI, — One Tract, Phase VII, — One
Tract and Phase VIII — One Tract are depicted herein on Exhibits "G-Kw.
61
TABLE OF EXHIBITS:
EXHIBIT "A" -
OVERALL PHASING EXHIBIT
EXHIBIT "B" -
PID AUTHORIZED ESTIMATE OF PROBABLE COST
EXHIBIT "C" --
WATER DIRECT AND MASTER IMPROVEMENTS
EXHIBIT "D" -
SANITARY SEWER DIRECT AND MASTER IMPROVEMENTS
EXHIBIT "E" -
DRAINAGE DIRECT AND MASTER IMPROVEMENTS
EXHIBIT "F" -
ROADWAY DIRECT AND MASTER IMPROVEMENTS
EXHIBIT "G" ----
PHASE V - FIELD NOTES AND EXHIBIT
EXHIBIT "H" -
PHASE VI - FIELD NOTES AND EXHIBIT
EXHIBIT "I" -
PHASE Vil - FIELD NOTES AND EXHIBIT
EXHIBIT "1" -
PHASE VIII - FIELD NOTES AND EXHIBIT
62
EXHIBIT "A"
OVERALL PHASING EXHIBIT
63
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IMPROVEMENTS E HL� 1 � 4 ! (
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64
EXHIBIT "B"
PID AUTHORIZED ESTIMATE OF PROBABLE COST
65
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67
Exhibit "D"
Development Standards
DEVELOPMENT STANDARDS / BUILDING MATERIALS.
With respect to all structures/ development within the PD-MU Zoning District, Property Owner
agrees to comply or to cause the builders to comply and any other successors or assigns to
comply with all City Regulations and with the masonry material requirements and all other
requirements of the Anna City Code of Ordinances, Article 9.04 Zoning Ordinance, Section
9.04.034 Supplementary District Regulations, Subsection ( e) Architectural Design Standards
and with the following standards (in the event of any conflict, the following listed standards shall
govern).
Nonresidential Buildings
A. At least 80% of the exterior walls ( excluding doors, door frames, windows, and window
frames) shall use only stone, brick, and/ or split face concrete masonry units in the
construction of the exterior facade that are visible to the public.
B. Other finishes and materials may be used at the sole discretion of the City Council if
adopted as part of the site plan approval and if permitted by building and fire codes.
C. At least 60% of exterior fagades not visible to the public ( excluding doors, door frames,
windows, and window frames) are required to be brick or rock veneer.
D. A maximum of 10% of any exposed exterior wall may consist of El FS
E. Where the function of an individual business, or the recognized identity of a brand dictates
a specific style, image, or building material associated with that company, the masonry
provision may be modified; however, the development shall maintain harmony in terms
of overall project design and appearance, and such design shall be subject to approval
by the City Council after recommendation from the Planning & Zoning Commission.
Multiple -Family Residence Buildings
A. All multi -family buildings and structures shall have at least sixty percent ( 60%), for the
first three stories of the total exterior walls above grade level, excluding doors and
windows, and recessed balcony areas ( should be allowed as plane break), constructed
of masonry ( brick/ rock veneer) materials with no more than forty percent (40%)
consisting of cementitious siding ( Hardie products) or stucco materials.
B. A maximum of 10% of any exposed exterior wall may consist of El FS
C. Roofing materials for buildings and structures must be architectural roof shingles, said
shingles shall be accompanied with a minimum 25- year warranty. Under no
circumstance shall three -tab shingles be used as roofing material.
Single -Family Residence Buildings
A. Except as noted below, the exterior walls (excluding windows and doors) on the first -floor
front elevation of any structure shall be 90 percent masonry and 80 percent on the
second -floor front elevation. The total cumulative surface area of the remaining exterior
walls ( excluding windows and doors) shall be 80% masonry.
B. A maximum of 10% of any exposed exterior wall may consist of El FS.
C. Second floor Dutch gable roof elements are not required to be masonry if set back at least
3 feet from the first -floor front elevation vertical plane.
D. The masonry standards that apply to the front elevation of a structure as described in
subsection ( A) above shall also apply to any exterior walls on a structure that are: ( i)
adjacent to and face a public street or right- of -way; or ( ii) visible from and located
immediately adjacent to a public park, reserved open space or neighborhood common
area, or an undeveloped flood hazard or drainage area that is also adjacent to a public
street.
68
A. Roofing materials of a structure may only consist of architectural asphalt shingles
including laminated dimensional shingles), clay and concrete tile, metal shingles,
mineral - surfaced row roofing, slate and slate -type shingles, wood shingles, wood shakes
or an equivalent or better product as compared with said materials. Should architectural
shingles be used as roofing material, said shingles shall be accompanied with a minimum
25- year warranty. Under no circumstance shall three -tab shingles be used as roofing
material.
B.AII garages must also incorporate wood clad (or equivalent) garage doors or wood
composite doors and contain decorative hardware.
C. All doors on the font facade of a residence shall be constructed of wood, iron, glass,
and/ or architectural fiberglass.
69
Exhibit "E"
Home Buyer Disclosure Program
Developer for the PID(s) shall facilitate notice to prospective homebuyers in accordance with the
following minimum requirements:
• Record notice of the PID(s)in the appropriate land records for the property.
• Require builders to include notice of the PID(s), as provided by the PID Administrator in
addendum to contract on brightly colored paper.
• Collect a copy ofthe addendum signed by each buyer in the PID(s) from builders and provide
to the City.
• Require signage indicating that the property for sale is located in a special assessment district
and require that such signage be located in conspicuous places at the entrance to the
development and in all model homes.
• Prepare and provide to builders an overview of the PID(s), with assistance from the PID
Administrator for those builders to include in each sales packets.
• Notify builders who estimate monthly ownership costs of the requirement that they must
disclose Assessments separately with estimated property taxes.
• Include notice of the PID(s) in the homeowner association documents, if applicable, in
conspicuous bold font.
• The City will include announcements of the PID(s) on the City's web site, with a link to the
PID Administrator's website with a searchable database for use by property owners, title
companies, mortgage companies, or other interested parties.
• The disclosure program shall be monitored by Developer and PID Administrator, and shall
take appropriate action to require these notices to be provided when one of them discovers
that any requirement is not being complied with.
70
Exhibit "F-2"
Sign Location
Signs will be placed around the perimeter of the subdivision with develop lots and active home sales.
72
Hilltop Securities Inc.
Exhibit "G"
PID Financial Summary
City of Anna, Texas For illustration purposes only
AnaCapri North Public Improvement District
PROPOSED DEVELOPMENT PLAN
TOTAL ANACAPRI NORTH IMPROVEMENT DISTRICT
Expected Expected Expected Expected
Finished Lot Build Out Finished Build Out
Category No. of Units Unit Value Unit Value Lots Value Value
SF 40' 606 5 90,000 5 450,000 5 54,540,000 $ 272,700,000
SF 50' 233 115,000 520,000 26,795,000 121,160,000
839 5 81,335,000 $ 393,860,000
Single Family unit Weighted Average ............................... 596,943 $469,440
Notes:
Information provided by the Developer on 4/17/2024. Subject to change.
Page 1 of 5
73
4/18/2024
City of Anna, Texas For Mustration purposes only
AnaCapri North Public Improvement District
PRWECT DEBT CAPAUTY SUMMARY
PID BONDS
SOURCES OF FUNDS
Estimated Par Amount of Bonds
$
41,280,000
Other Sources
59,076,066
Total Sources of Funds
$
100,356,066
USES OF FUNDS
Project Fund (Bond Proceeds PID Projects)
$
33,671,030
Other Project Funds (Non -Bond Proceeds PID Projects)
S9,076,066
Capitalized Interest Fund(')
-
Debt Service Reserve Fund(2)
3,345,970
Financing Costs & Admin FeesM
4,263,000
Total Uses of Funds
S
100,356,066
Expected Value -to -Lien per Parcel at Bond Issuancel'I
1.97x
Assumed Bond Interest Rate(5)
6.90%
Average Annual Installment as Tax Rate Equivalent
$0.9347
Less: TIRZ Adjustment as Tax Rate Equivalent'`)
(50.2554)
Net Average Annual Installment as Tax Rate Equivalent
$0.6793
Term of Bonds
30 years
City TIRZ Participation Rate as % of Tax Rate 50%
Number of Benefited Units 939
PID Assessment per Benefited Unit $49,201
Project Funds per Benefited Unit $40,132
City PID Fee per SF Unit ($3,400)
Net Project Funds per Benefited Unit $36,732
Notes:
(1) Assumes no use of capitalized interest, subject to change. Use of Cap -I reduces project funds
generated through bond proceeds.
(2) Assumes to be the max annual debt service payment. Not to exceed 10% of par amount of bonds
or 125% of average annual debt service payment
(3) For illustration and discussion purposes only; subject to change.
(4) Assumes no appraisal discounts for illustration purposes only, subject to change.
(5) For illustration purposes only; subject to change at any time.
(6) Including TIRZ admin expense.
Hilltop Securities Inc. Page 2 of 5 4/18/2024
74
City of Anna, Texas
AnaCapr( North Public Improvement District
PROJECTED TAX STATEMENT
For illustration purposes only
Projected Tax Statement
Tax
Tax
2023
Levy on
Levy on
Tax
$450,000
$S201000
Rate
40' Home
SO' Home
City of Anna
5 0.5107
S 2,298.23
5 2,655.73
Collin County
0.1493
672.04
776.58
Collin County Community College District
0.0812
365.49
422.34
Anna Independent School District
1.2575
5,658.75
6,539.00
Total Tax Rate
S 1.9988
$ 8,994.S3
$ 10,393.66
GROSS Avg. Annual Installment as a Tax Rate Equivalent/Levy(l)
5 0.9347
S 4,205.97
S 4,860.23
Total GROSS Overlapping Tax Rate Equivalent/Levy plus Special Assessment
$ 2.9334
$ 13,200.48
$ 15,253.88
Projected TIRZ Credit asTax Rate Equivalent/Levy
5 (0.25S4)
5 (1,149.11)
5 (1,327.86)
Total Overlapping Tax Rate Equivalent/Levy after Projected TIRZ Credit
$ 2.6781
$ 12,OS1.36
$ 13,926.02
Net Avg. Annual installment as Tax Rate Equivalent/Levy
S 0.6793
S 3,056.85
S 3,532.36
(1) Inclusive of principal, interest, additonal interest and admin levies. Not to exceed $0.9348 per Development Agreement.
(2) TIRZ credit calculation as a tax rate equivalent includes the budgeted TIRZ Admin Expense.
Hilltop Securities Inc. Page 3 of 5 4/18/2024
W
City of Anna, Texas
AnaCapri North Public Improvement District
PID BONDS DEBT CAPACITY- 5096 CITY TIRZ
PID Bonds w/50% City TIRZ Enhancement
Total Levy
Additional
as
GROSS
Bond
Interest
Administrative
TOTAL
Tax Rate
Bond
RID
Year
Prindpal
Interest"'
Levy21
Levyll
LEVY
Equivalent
Year
LEVY
1
$ 447,000
$ 2,848,320
$ 206,400
$ 180,000
$ 3,681,720
$ 0.9348
1
$ 3,681,720
2
476,000
2,817,477
204,165
183,600
3,681,242
0.9347
2
3,681,242
3
508,000
2,784,633
201,785
187,272
3,681,690
0.9348
3
3,681,6130
4
541,000
2,749,581
199,245
191,017
3,680,843
0.9346
4
3,680,843
5
578,000
2,712,252
196,540
194,838
3,681,630
0.9348
5
3,681,630
6
617,000
2,672,370
193,650
198,735
3,681,755
0.9348
6
3,681,755
7
658,000
2,629,797
190,565
202,709
3,681,071
0.9346
7
3,681,071
8
703,000
2,584,395
187,275
206,763
3,681,433
0.9347
8
3,681,433
9
751,000
2,535,888
183,760
210,899
3,681,547
0.9347
9
3,681,547
10
802,000
2,484,069
180,005
215,117
3,681,191
0.9346
10
3,681,191
11
857,000
2,428,731
175,995
219,419
3,681,145
0.9346
11
3,681,145
12
916,000
2,369,598
171,710
223,807
3,681,115
0.9346
12
3,681,115
13
979,000
2,306,394
167,130
228,284
3,680,808
0.9345
13
3,680,808
14
1,047,000
2,238,843
162,235
232,849
3,680,927
0.9346
14
3,680,927
15
1,120,000
2,166,600
157,000
237,506
3,681,106
0.9346
15
3,681,106
16
11198,000
2,089,320
151,400
242,256
3,680,976
0.9346
16
3,680,976
17
1,282,000
2,006,658
145,410
247,101
3,681,169
0.9346
17
3,681,169
18
1,372,000
11918,200
139,000
252,043
3,681,243
0.9347
18
3,581,243
19
1,468,000
1,823,532
132,140
257,094
3,680,756
0.9345
19
3,680,756
20
1,572,000
1,722,240
124,800
262,226
3,681,266
0.9347
20
3,681,266
21
1,683,000
1,613,772
116,940
267,471
3,681,183
0.9346
21
3,681,183
22
1,802,000
1,497,645
108,525
272,820
3,680,990
0.9346
22
3,680,990
23
1,930,000
1,373,307
99,515
278,276
3,681,098
0.9346
23
3,681,098
24
2,067,000
1,240,137
89,865
293,842
3,680,844
0.9346
24
3,680,844
25
2,215,000
1,097,514
79,530
289,519
3,681,563
0.9347
25
3,681,563
26
2,373,000
944,679
68,455
295,309
3,681,443
0.9347
26
3,681,443
27
2,543,000
780,942
56,590
301,215
3,681,747
0.9348
27
3,681,747
28
2,725,000
605,475
43,875
307,240
3,681,S90
0.9347
28
3,681,590
29
2,920,000
417,450
30,250
313,384
3,681,084
0.9346
29
3,681,084
30
3,130,000
215,970
15,650
319,652
3,681,272
0.9347
30
3,681,272
$ 41,280,000
$ 57,675,789
$ 4,179,405
$ 7,302,254
$ 110,437,448
$ 110,437,448
TIRZ Share
as
TIRZ
Tax Rote
CREDIT
Equivalent
$ 1,005,755
$ 0.2554
1,005,755
0.2554
1,005,755
0.2S54
1,005,755
0.2554
1,005,755
0.25S4
1,005,755
0.2554
1,005,755
0.2554
1,005,755
0.2554
1,005,755
0.2554
1,005,755
0.2554
1,005,755
0.2554
1,005,755
0.2554
1,005,755
0.2SS4
1,005,755
0.2S54
1,005,755
0.2554
1,005,755
0.2554
1,005,755
0.2554
1,005,755
0.2554
1,005,755
0.2SS4
1,005,755
0.2S54
1,005,755
0.2SS4
1,005,755
0.2554
1,005,755
0.25S4
1,005,755
0.2SS4
1,005,755
0.25S4
1,005,755
0.25S4
1,005,755
0.2S54
1,005,755
0.2S54
1,005,755
0.2SS4
1,005,755
0.2554
$ 30,172,650
For illustration purposes only
Net PID levy
NET
as
PID
Tax Rate
LEVY
Equivalent
$ 2,675,965
$ 0.6794
2,675,487
0.6793
2,675,935
0.6794
2,675,088
0.6792
2,675,875
0.6794
2,676,000
0.6794
2,675,316
0.6793
2,675,678
0.6793
2,675,792
0.6794
2,675,436
0.6793
2,675,390
0.6793
2,675,360
0.6793
2,675,053
0.6792
2,675,172
0.6792
2,675,351
0.6793
2,675,221
0.6792
2,675,414
0.6793
2,675,488
0.6793
2,675,001
0.6792
2,675,511
0.6793
2,675,428
0.6793
2,675,235
0.6792
2,675,343
0.6793
2,675,089
0.6792
2,675,808
0.6794
2,675,688
0.6794
2,675,992
0.6794
2,675,835
0.6794
2,675,329
0.6793
2,675,517
0.6793
S 80,264,799
(1) Assumes an interest rate of 6.90% for discussion purposes only, subject to change.
(2) Calculated at 0.596 of outstanding bonds.
(3) For illustration purposes only, subject to change after Input from PID/TIRZ Administrator. Assumes PID and TIRZ administrative expenses for three PID Improvement areas/TIRZ subtones.
Hilltop Securities Inc. Page 4 of 5 4/18/2024
�O
City of Anna, Texas
For a.U.M n r po.xr wur
AnaCapd North Public Improvement Oistrfa
PROJECT IMPACT ON THE CITY (AD VALOREM PROPERTY TAXES) • S01s TIRZ Stenotio
50%
SO%
At10Z3Rate
City Taxes
A110234ftate
City Taxes
Average
Average
Gross City Taxes
Deposited in
Net City Taxes
Gross City Taxes
Deposited in
Net City Taxes
Build Out
Budd Out
Generated
TtRZ Fund
Generated
Generated
TIRZ Fund
Generated
No. of Units
Unit Value
Total Value
act Unit
per Und
per Unit
at Build Out
at Build Out
at Build Out
Proposed Single Family Homes 939
$469.440
$393.860.000 r
$2,399
4$1.1991
$1.199
SZ01LSIO
l$I,OOS,75S)
$1,005,75S
Proposed rron TTRZ
C.tv Taxes
Total
Proposed Non TTBZ
City Taxes
Total
Average
used for
fundsfor
Average
used for
Fundsfor
Average
Average
PtOAssessment
PID Bonds
Debt Service and
PiDAssessment
PtOBonds
Debt Service
Build Out
Build Out
Annual installment
Debt Service
PID/TiRZAdmin
Annual installment
DebtServke
and PID Admin
No. of Units Unit Value
Total Value
Der Unit
per Unit
per Unit
at 34AW Out
at Budd Out
at Build Out
Proposed Single family Homes 039 $469.440
S393,860,000
$3,10
51,199
$4,38s
$2.675.493
SL005,755
S3,681,248
Hilltop Securities Inc Page 5 of 5 4/18/2024
77
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Ilk
Exhibit "I-1"
North Trails
pan rocncxoocwM
twvwvm muc'a
TRAILS EXHIBIT
ANACAPRI NORTH & RISLAND TRACT
rvi
Exhibit 11I-2"
Overall Trails
r----_-
________.
1 1
1
1 RISLAND 1
1
TRACT
ANACAPRI NORTH
1 1
1
REF. TRAILS EXHIBIT
1
1
t 1 vn
MEGATELLOTS
■ APARTMENTS
® LAGOON
ANACAPRI OVERALL MAP
ANACAPRI NORTH & RISLAND TRACT it
80
Exhibit "J"
Amenities
AMENITIES EXHIBIT
ANACAPRI NORTH & RISLAND TRACT 0
S
Collin County
Honorable Stacey Kemp
Collin County Clerk
Instrument Number: 2024000077663
Real Property
AGREEMENT
Recorded On: June 27, 2024 10:50 AM
Number of Pages: 42
" Examined and Charged as Follows: "
Total Recording: $185.00
*********** THIS PAGE IS PART OF THE INSTRUMENT ** ..0***
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:
2024000077663
20240627000274
Recorded Date/Time: June 27, 2024 10:50 AM
User: Suzanne S
Station: Station 9
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 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
,11911 =fa