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Exhibit 1
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COX TRACT DEVELOPMENT AGREEMENT
This Cox Tract Development Agreement (this "Agreement") is entered into by and
between the CITY OF ANNA, TEXAS, a Texas home -rule municipality (the "Ciff") and
ROCKHILL CONTRACTS I, LLC, a Texas limited liability company ("Developer") (each
individually, a "Par! ," and collectively, the "Parties"), to be effective on the Effective Date.
SECTION 1
RECITALS
WHEREAS, certain capitalized terms used in these recitals are defined in Section 2; and
WHEREAS, the City is a home -rule municipality of the State of Texas; and
WHEREAS, Developer expects to develop approximately 82.567 acres of real property,
described by metes and bounds in Exhibit A-1 and depicted in Exhibit B (the "Pro a "); and
WHEREAS, the Developer is under contract to purchase the Property and it is the Parties;'
intent that this Agreement shall not take effect until Developer acquires the Property in fee simple
title and that this Agreement shall become null and void if Developer does not timely acquire the
Property in accordance with this Agreement; and
WHEREAS, the Property is located within the corporate limits of the City; and
WHEREAS, it is intended that the Property be developed as generally depicted on the
Concept Plan, and contain single-family homes of various sizes in multiple phases (the "Project");
and
WHEREAS, it is the intent of the Parties that the Property will be developed substantially
in compliance with the planned development zoning approved by the City Council on March 26,
2024 pursuant to Ordinance No. 1096-2024-03, as may be amended (the "PD"), which PD is
attached hereto as Exhibit C; and
WHEREAS, the Concept Plan is intended to comply with the vision of the 2050
Comprehensive Plan; and
WHEREAS, the Parties intend for the City to provide water and sewer service to the
Property; and
WHEREAS, Developer desires and intends to construct and/or make financial
contributions to certain on -site and/or off -site public improvements to serve the development of
the Property ("Authorized Improvements"), which Authorized Improvements are generally
identified in Exhibit D and that Developer's costs incurred therewith will be financed or
reimbursed through PID Bond Proceeds; and
WHEREAS, in consideration of Developer's agreements contained herein, the City will
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
COX TRACT DEVELOPMENT AGREEMENT PAGE 1
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COX TRACT DEVELOPMENT AGREEMENT PAGE 2
and this Agreement: (a) fund or be reimbursed for a specified portion of the costs of the Authorized
Improvements using the proceeds of PID Bonds; or (b) obtain reimbursement for the specified
portion of the costs of the Authorized Improvements, the source of which reimbursement will be
installment payments from Assessments within the Property, provided that such reimbursements
shall be subordinate to the payment of PID Bonds and Administrative Expenses; and
WHEREAS, the Parties desire and intend for the design, construction, and installation of
the Authorized Improvements to occur in a phased manner over the Term of this Agreement and
that Developer will dedicate to and the City will accept the Authorized Improvements for public
use and maintenance, subject to the City’s approval of the plans and inspection of the Authorized
Improvements in accordance with this Agreement and the City Regulations; and
WHEREAS, the City, subject to the consent and approval of the City Council, and in
accordance with the terms of this Agreement and all legal requirements, including but not limited
to any Indenture, intends to: (i) adopt a Service and Assessment Plan; (ii) adopt one or more
Assessment Ordinances (to pay for a specified portion of the Budgeted Cost(s) shown on Exhibit
D and approved by the City’s City Engineer or his designee and the costs associated with the
administration of the PID and the issuance of PID Bonds); and (iii) issue, in multiple series, PID
Bonds for the purpose of financing a specified portion of the costs of the Authorized Improvements
and paying associated costs as described herein; and
WHEREAS, the Developer desires to acquire Additional Property, as hereinafter defined,
to be developed in accordance with the terms of this Agreement which Additional Property is to
be included in a PID and be subject to the terms of this Agreement; and
WHEREAS, the Developer may request that the City Council add Additional Property to
the Property to be developed in accordance with this Agreement or petition to have such Additional
Property included in a public improvement district in accordance with the requirements of the PID
Act, provided that such Additional Property is located within the corporate limits or extraterritorial
jurisdiction of the City and is developed and financed in accordance with the terms of this
Agreement; and
WHEREAS, unless expressly set forth to the contrary in this Agreement, it is the Parties’
mutual intent that this Agreement shall supersede City Regulations only to the extent that City
Regulations directly conflict with the terms of this Agreement; and
WHEREAS, Developer understands and acknowledges that the obligations undertaken
under this Agreement are primarily for the benefit of the Property; and
WHEREAS, Developer understands and acknowledges that acceptance of this Agreement
is not an exaction or a concession demanded by the City but rather is an undertaking of Developer’s
voluntary design to ensure consistency, quality, and adequate infrastructure that will benefit
Developer’s development of the Property; and
WHEREAS, the Parties acknowledge that the Property may be developed and used in
accordance with this Agreement; and
COX TRACT DEVELOPMENT AGREEMENT PAGE 3
WHEREAS, this Agreement shall constitute a “permit” under Chapter 245 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. Unless the context
requires otherwise, the following terms shall have the meanings hereinafter set forth:
2050 Comprehensive Plan means the Anna 2050 Comprehensive Plan and application
provisions of the Anna 2050 Parks Open Space Trails Master Plan adopted by the City Council on
April 27, 2021.
Administrative Expenses means reasonable expenses incurred by the City and Developer
in the establishment, administration, and operation of the PID.
Administrator means an employee, consultant, or designee of the City who shall have the
responsibilities provided in the Service and Assessment Plan, an Indenture, or any other agreement
or document approved by the City related to the duties and responsibilities for the administration
of the PID.
Assessment(s) means the special assessments levied on the Property pursuant to the PID
Act, under one or more Assessment Ordinances to reimburse Developer for a portion of the
Authorized Improvements benefitting the applicable phase(s) as set forth in the Service and
Assessment Plan, as well as payment of Administrative Expenses and repayment of any PID Bonds
and the costs associated with the issuance of the PID Bonds in relation to such phase or phases.
Assessment Ordinance means an ordinance approved by the City Council under the PID
Act levying Assessment(s) on one or more Phases of the Project.
Authorized Improvements means all on- and off-site public water, sewer, drainage, and
roadway facilities, rights-of-way, along with other public improvements, such as landscaping and
screening, that benefit the Property, are to be constructed by Developer, are identified on Exhibit
D, and for which the Parties intend Developer will be fully or partially reimbursed pursuant to the
terms of this Agreement.
Bond Ordinance means an ordinance adopted by the City Council that authorizes and
approves the issuance and sale of one or more 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 D.
Capital Improvement(s) shall have the meaning provided in Chapter 395 Texas Local
Government Code.
COX TRACT DEVELOPMENT AGREEMENT PAGE 4
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 (“CIP”) means all capital improvements plan(s) duly adopted
by the City under Chapter 395, Texas Local Government Code, as may be updated or amended
from time to time.
Chapter 245 means Chapter 245, Texas Local Government Code, as amended.
Chapter 395 means Chapter 395, Texas Local Government Code, as amended.
City means the City of Anna, a home rule municipality located in Collin County, Texas.
City Code means the Anna City Code of Ordinances and all of its provisions and
regulations or standards adopted by reference in said Code in effect on the Effective Date;
provided, however, that as it relates to Public Infrastructure for any given phase, the applicable
construction standards (including, without limitation, uniform building codes) shall be those that
the City has duly adopted at the time of the filing of an application for a preliminary plat for that
phase unless construction has not commenced within two years of approval of such preliminary
plat in which case the construction standards shall be those that the City has duly adopted at the
time that construction commences, except that to the extent there is a conflict between the City
Code and the PD, the PD shall control.
City Council means the City Council 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 the City Manager if the designation is in writing and signed by the
current or acting City Manager.
City PID Fee means a fee of $3,400 per single-family-residential -lot fee to be paid by
Developer to the City in accordance with the established City PID Policy and used in accordance
with Section 5.21.
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 mean City Code provisions, ordinances, design standards (including but
not limited to the City’s Engineering Design Standards and the PD), uniform codes, policies,
requirements, limitations, restrictions, and other regulations (including but not limited to all fees
and land dedications applicable to the Project) duly adopted by the City and in effect on the
Effective Date.
Concept Plan means the conceptual plan for the Project approved in the PD and attached
as Exhibit B thereto, as may be amended from time to time in accordance with City Regulations.
Cost Underruns means actual PID Projects Costs that are less than the Budgeted Costs set
forth in the SAP.
COX TRACT DEVELOPMENT AGREEMENT PAGE 5
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 the
particular Indenture, funded by Developer, and used to pay for portions of the acquisition, design,
and construction of the PID Projects financed pursuant to such Indenture.
Director means the City’s Director of Development Services.
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 and the City’s legal counsel
has signed this Agreement, approving same as to form; provided, however, that the Effective Date
shall not be deemed to have occurred until the Developer acquires fee simple ownership of the
Property.
Eligible Additional Property means any portion of the land identified in Exhibit A-2.
End User means any tenant, user, or owner of a Fully Developed and Improved Lot, but
excluding the HOA.
Fully Developed and Improved Lot means any privately-owned lot in the Project,
regardless of proposed use, intended to be served by the Authorized Improvements and for which
a final plat has been approved by the City and recorded in the Real Property Records of Collin
County.
Governing Regulations mean the regulations identified in Section 5.13.
HOA means the homeowners association formed with respect to the Project, which shall
privately function as a homeowners association for the Project.
Home Buyer Disclosure Program means the disclosure provisions relating to property
located in public improvement districts set forth in Chapter 5 of the Texas Property Code, which
establish a mechanism to disclose to each buyer the terms and conditions under which their lot is
burdened by the Assessments.
Impact Fees means those fees assessed and charged against the Project in accordance with
Chapter 395 and as defined therein.
Impact Fee Accounts means the interest-bearing deposit accounts maintained by the City
pursuant to Section 395.024, Texas Local Government Code, as amended.
Impact Fee Reimbursements means reimbursements of Impact Fees paid for the Property
and the Eligible Additional Property.
Improvement Account of the Project Fund means the construction fund account created
under a particular Indenture, funded by the PID Bond Proceeds, and used to pay or reimburse for
certain portions of the construction or acquisition of the PID Projects financed pursuant to such
Indenture.
COX TRACT DEVELOPMENT AGREEMENT PAGE 6
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.
Independent Appraisal means, in establishing the appraised value, (i) the appraised value
of a specific assessed parcel or assessed parcels, as applicable, in a specific phase for which
Assessments have been levied as established by publicly available data from the Collin Central
Appraisal District, (ii) the Collin Central Appraisal District Chief Appraiser’s estimated assessed
valuation for completed homes (home and lot assessed valuation) and estimated lot valuation for
lots on which homes are under construction, (iii) an “as-complete” appraisal delivered by an
independent appraiser licensed in the State of Texas, which appraisal shall assume completion of
the particular phase for which said Assessments have been or will be levied, as applicable, or (iv)
a certificate delivered to the City by a qualified independent third party (which party may be the
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.
Notice means any notice required or contemplated by this Agreement (or otherwise given
in connection with this Agreement).
PD means the planned development zoning for the Property approved by the City Council
on March 26, 2024 pursuant to Ordinance No. 1096-2024-03 attached as Exhibit C, as the same
may be amended.
Phase means any distinct phase of development on the Property which is to be developed
concurrently as finished lots.
PID means the public improvement district encompassing the Property for which the City
agrees to exert reasonable efforts to create for the benefit of the Property pursuant to the PID Act
and this Agreement.
PID Act means Chapter 372, Texas Local Government Code, as amended.
PID Bond(s) means one or more series of 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 SAP, and the Assessment
Ordinance(s).
PID Financial Summary means the document attached to this Agreement as Exhibit G,
which summarizes financial data related to the PID.
PID Projects means all water, wastewater/sewer, drainage, roadway, park, trail, landscape,
COX TRACT DEVELOPMENT AGREEMENT PAGE 7
irrigation, hardscape, and other improvements allowable under the PID Act and benefitting and
necessary to serve the Development, including those identified in the PID Documents and outlined
in Exhibit D.
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 Resolution means the resolution adopted by the Council creating the PID.
Public Infrastructure means all water, wastewater/sewer, detention and drainage, roadway,
park and trail, and other infrastructure necessary to serve the full development of the Project and/or
to be constructed by Developer and dedicated to and owned by the City under this Agreement.
The term includes the PID Projects.
Real Property Records means the official land recordings of the Collin County Clerk’s
Office.
Refunding Bonds means bonds issued pursuant to Section 372.027 of the PID Act.
Service and Assessment Plan (“SAP”) means the service and assessment plan for the PID,
to be adopted and amended annually by the City Council pursuant to the PID Act for the purpose
of assessing allocated costs against portions of the Project located within the boundaries of the PID
having terms, provisions, and findings approved by the City, as required by this Agreement.
SECTION 3
PUBLIC IMPROVEMENT DISTRICT
3.1 Creation of the PID; Levy of Assessments. The City shall initiate and approve all
necessary documents, resolutions and ordinances, including without limitation the PID
Documents, required to effectuate this Agreement, to create the PID, and to levy the Assessments.
The City will prepare and approve a Preliminary Service and Assessment Plan providing for the
levy of the Assessments on the Property. Promptly following preparation and approval of a
preliminary SAP acceptable to the Parties 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. Developer shall develop the Property consistent with the terms of this
Agreement. Nothing contained in this Agreement, however, shall be construed as creating a
contractual obligation that controls, waives, or supplants the City Council’s legislative discretion
or functions.
3.2 Acceptance of Assessments and Recordation of Covenants Running with the Land.
Following the levy of the Assessment applicable to a particular phase of the Project, Developer
shall: (a) approve and accept in writing the levy of the Assessment(s) on all land owned by
Developer; and (b) cause covenants running with the land to be recorded against the portion of the
Property within the applicable phase that will bind any and all current and successor developers
and owners of all or any part of such phase of the Project to pay the Assessments, with applicable
interest and penalties thereon, as and when due and payable hereunder and that the purchasers of
such land take their title subject to and expressly assume the terms and provisions of such
COX TRACT DEVELOPMENT AGREEMENT PAGE 8
assessments and the liens created thereby. The covenants required to be recorded under this
paragraph shall be recorded substantially contemporaneously with the recordation of the plat of
the applicable phase, except for the final SAP which will be recorded by the City upon its approval
in accordance with the PID Act.
3.3 Additional Property. To the extent the Developer desires to add any portion of the
Eligible Additional Property to the property subject to this Agreement, the Developer may request
that the City Council allow such portion of the Eligible Additional Property to be subject to and
developed in accordance with the specifications of this Agreement and eligible for inclusion in the
PID upon the execution of an amendment to this Agreement pursuant to Section 11.16 hereof.
SECTION 4
AUTHORIZED IMPROVEMENTS
4.1 PID Projects. Prior to the issuance of PID Bonds for a particular Phase, the
Budgeted Costs, PID Projects, and PID Projects Costs are subject to change as may be agreed upon
by Developer and the City and, if changed, shall be updated by Developer and the City consistent
with the Service and Assessment Plan and the PID Act. All approved final plats within the PID
Property shall include those PID Projects located therein and the respective PID Projects Costs
shall be finalized before the applicable final plat is approved by the City Council. Without limiting
the foregoing, and on a phase-by-phase basis, as applicable, Budgeted Costs, PID Projects Costs,
the timetable for installation of the PID Projects, and all other pertinent information and data will
be reviewed at least annually by the Parties in an annual update of the Service and Assessment
Plan adopted and approved by the City consistent with the requirements of Section 372.013(b) of
the PID Act.
4.2 Construction, Ownership, and Transfer of Authorized Improvements and Public
Infrastructure.
(a) Construction Standards and Inspection. 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. 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.
(b) 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.
COX TRACT DEVELOPMENT AGREEMENT PAGE 9
(c) 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 or otherwise dedicate or ensure the dedication of
easements or property for the Authorized Improvements and Public Infrastructure to the City and
the public.
(d) Operation and Maintenance. Upon inspection, approval, and acceptance of
the Authorized Improvements, the City shall own, maintain and operate the accepted Authorized
Improvements.
(e) Applicability. Subsections (a)-(b), above, shall not apply to Public
Infrastructure that the City is obligated to fund and construct under this Agreement, if any.
4.3 Public Infrastructure, Generally. Except as otherwise expressly provided for in this
Agreement, Developer shall provide all Public Infrastructure necessary to serve the Project,
including without limitation streets, utilities, drainage, sidewalks, trails, street lighting, street
signage, and all other required improvements, at no cost to the City except as provided herein, and
in accordance with City Regulations, and as approved by the City’s City Engineer or his/her
designee. Developer shall cause the installation of such improvements within all applicable time
frames in accordance with the City Regulations unless otherwise approved herein. Developer shall
provide engineering studies, plan/profile sheets, and other construction documents at the time of
platting as required by City Regulations. Such plans shall be approved by the City’s City Engineer
or his/her designee prior to approval of a final plat. Construction of any portion of the Public
Infrastructure shall not be initiated until a pre-construction conference that includes a City
representative has been held regarding the proposed construction and City has issued a written
notice to proceed.
4.4 Maintenance Bonds. Developer shall execute or cause to be executed a valid
maintenance bond in accordance with applicable City Regulations that guarantees the costs of any
repairs which may become necessary to any part of the construction work performed in connection
with the Public Improvements, arising from defective workmanship or materials used therein, for
a full period of two years from the date of final acceptance of the Public Improvements constructed
under any such contract(s).
4.5 Inspections, Acceptance of Public Infrastructure, and Developer’s Remedy. The
City shall inspect, as required by City Regulations, the construction of all Public Infrastructure
necessary to support the proposed development within the Property, including without limitation
water, sanitary sewer, drainage, streets, park facilities, electrical, and streetlights and signs. The
City’s inspections shall not release Developer from its responsibility to construct, or ensure the
construction of adequate Authorized Improvements and Public Infrastructure in accordance with
approved engineering plans, construction plans, and other approved plans related to development
of the Property. Notwithstanding any provision of this Agreement, it shall not be a breach or
violation of the Agreement if the City withholds building permits, certificates of occupancy, and/or
City utility services as to any portion of the Property until all required Public Infrastructure
necessary to such portion is properly constructed according to the approved engineering plans and
City Regulations, and until such Public Infrastructure has been dedicated to and accepted by the
City. From and after the inspection and acceptance by the City of the Public Infrastructure and any
COX TRACT DEVELOPMENT AGREEMENT PAGE 10
other dedications required under this Agreement, such improvements and dedications shall be
owned by the City. Developer’s sole remedy for nonperformance of this Agreement by the City
shall be to seek specific performance and cost reimbursements pursuant to the terms of this
Agreement.
4.6 Insurance. The 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-1” or better by A.M. Best’s Key Rating Guide
and licensed to do business in the State of Texas; and (ii) name the City as an additional insured
and contain a waiver of subrogation endorsement in favor of the City. Upon the execution of
Public Infrastructure construction contracts, Developer shall provide to the City certificates of
insurance evidencing such insurance coverage together with the declaration of such policies, along
with the endorsement naming the City as an additional insured. Each such policy shall provide
that, at least 30 days prior to the cancellation, non-renewal or modification of the same, the City
shall receive written notice of such cancellation, non-renewal or modification.
SECTION 5
ADDITIONAL OBLIGATIONS AND AGREEMENTS
5.1 Wastewater/Sanitary Sewer Facilities.
(a) Developer’s General Obligations. Developer is responsible for the design,
installation, and construction of all on-site wastewater/sanitary sewer improvements necessary to
serve the Property. The design of all wastewater/sanitary sewer improvements shall be approved
by the City in advance of the construction of same. Subject to the City’s obligations under
Section 5.19, Developer shall be responsible for the acquisition of any easements and other
property acquisitions necessary for wastewater/sewer facilities (the size and extent of each such
easement or other property interest to be approved by the City) for all development. The locations
of said easements or other property interests shall be approved by the City’s City Engineer or
his/her designee as part of the platting process. The reasonable costs of obtaining such easements
may be included in the applicable PID Projects Costs to be reimbursed to Developer through the
PID.
(b) Timing of Developer’s Obligations. Except as otherwise provided herein,
Developer shall complete in a good and workmanlike manner all wastewater/sanitary sewer
improvements necessary to serve each phase of the Project prior to the recordation of the final plat
covering such phase.
COX TRACT DEVELOPMENT AGREEMENT PAGE 11
5.2 Water Facilities.
(a) Developer’s General Obligations. Developer is responsible for design,
installation, and construction of all on-site water improvements necessary to serve the Property.
The design of water improvements shall be approved by the City in advance of the construction of
same. Subject to the City’s obligations under Section 5.19, Developer shall be responsible for the
acquisition of any easements and other property acquisitions necessary for water facilities (the size
and extent of each such easement or other property interest to be approved by the City) for all
development upon and within the Property. The locations of said easements or other property
interests shall be approved by the City’s City Engineer or his/her designee as part of the platting
process. The reasonable costs of obtaining such easements may be included in the applicable
Authorized Improvements Costs to be reimbursed to Developer through the PID.
(b) Timing of Developer’s Obligations. Except as otherwise provided herein,
Developer shall complete in a good and workmanlike manner all water improvements necessary
to serve each phase of the Project prior to the recordation of the final plat covering such phase.
5.3 Water and Wastewater Services.
(a) The City represents and confirms that it currently has and reasonably
expects to continue to have the capacity to provide to the Property continuous and adequate retail
water and wastewater service at times and in capacities sufficient to meet the service demands of
the Project as it is developed.
(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 Project and use them to provide service to all customers within the Project at the same
rates as similar projects located within the City. Upon acceptance by the City, the City shall at all
times maintain said water and wastewater facilities, or cause the same to be maintained, in good
condition and working order in compliance with all applicable laws and ordinances and all
applicable regulations, rules, policies, standards, and orders of any governmental entity with
jurisdiction over same.
5.4 Roadway Facilities and Drainage Improvements.
(a) Developer’s General Obligations. Developer is responsible for the design,
installation, and construction of all on-site roadway facilities, including appurtenant drainage
therefor, required to serve the Property. The design of all roadway improvements shall be approved
by the City in advance of the construction of same.
(b) Timing of General Obligations. Prior to the recordation of any final plat for
any phase of the Project, Developer shall complete, in a good and workmanlike manner,
construction of all roadway facilities and related improvements necessary to serve such phase in
accordance with construction plans approved by the City. Thereafter, the roads shall be conveyed
to the City for ownership and maintenance.
(c) Drainage/Detention Infrastructure. Developer shall have full responsibility
for designing, installing, and constructing the drainage/detention infrastructure that will serve the
COX TRACT DEVELOPMENT AGREEMENT PAGE 12
Property and the cost thereof and said infrastructure shall be designed and constructed in
accordance with applicable City Regulations. Prior to the recordation of the final plat for any
phase of development, Developer shall complete in a good and workmanlike manner construction
of the drainage/detention improvements necessary to serve such phase. Upon inspection, approval,
and acceptance, City shall maintain and operate the drainage and roadway improvements for the
Property. The HOA will own, maintain and operate all detention facilities except to the extent
expressly set forth to the contrary in this Agreement.
(d) Off-Site Roadway Facilities.
(i) Developer shall construct as part of the roadway facilities (A) the two-lane portion
of C.R. 371 immediately adjacent to the northern boundary of the Property necessary to connect
the Property to North Powell Parkway (the “C.R. 371 Road Improvements”) as further described
below with the first Phase of development of the Property and (B) the two lane portion of West
Crossing Blvd. to extend the existing portion of West Crossing Blvd. to C.R. 371 including storm
drainage improvements and adjacent water lines (if any are needed outside of existing water lines),
but not including any traffic signalization with the second Phase of development of the Property,
each as shown on Exhibit E (collectively, “Off-Site Road Improvements”). Such Off-Site Road
Improvements may be a PID Project to the extent they confer a special benefit on the Property.
As part of the C.R. 371 Improvements, the Developer will be required to: (1) dedicate
ROW for new C.R. 371 lanes as shown on Exhibit E; (2) construct 2 travel lanes of C.R. 371 at
25' B-B total width from back of curb to back of curb to a single 2-lane connection to the existing
road (SH 5) as shown on Exhibit E; and (3) install striping, as required. The City shall not be
required to purchase any right-of-way the Developer is dedicating in connection with the Off-Site-
Road Improvements.
In connection with the construction of the C.R. 371 Road Improvements, the Developer
shall not be required to: (1) construct any turn lanes; (2) widen SH 5; (3) upgrade, modify or install
any signalization; or (4) obtain any additional ROW other than property owned by Developer that
is dedicated for C.R. 371 2 lanes/ROW; (5) construct any additional improvements to the
intersection of C.R. 371 and SH 5 or C.R. 371 and West Crossing Blvd. outside of what is required
by the preceding two paragraphs.
Developer shall, subject to the provisions of the preceding paragraph and the City’s
obligations in Section 5.19 hereof, obtain easements necessary for the construction of the Off-Site
Road Improvements as depicted on Exhibit E; provided that, notwithstanding the foregoing or the
provisions of Section 5.19 hereof, the City shall acquire, at its cost, any easements or rights-of-
way necessary from parties other than the Developer or not acquired by the Developer as depicted
on Exhibit E in connection with the alignment or realignment of the Off-Site Road Improvements.
(ii) To the extent that the costs of the Off-Site Road Improvements are not covered
through the proceeds of any PID Bonds, the remaining portion of the costs of the Off-Site Road
Improvements (the “Non-PID Off-Site Road Improvements Costs”) shall be funded through
Impact Fee Reimbursements as provided in Section 5.11 hereof.
COX TRACT DEVELOPMENT AGREEMENT PAGE 13
5.5 Screening, Landscaping, and Entryways. On or before one hundred fifty (150)
days after final City acceptance of the Public Infrastructure for each Phase of development,
Developer shall complete construction, in a good and workmanlike manner, of the landscaping,
screening and entryways for such phase in accordance with City Regulations. Said improvements
shall thereafter be maintained in good appearance and repair by the HOA.
5.6 Non-CIP Infrastructure Oversizing. With respect to Public Infrastructure not
included on the CIP, Developer shall not be required to construct or fund any such non-CIP Public
Infrastructure so that it is oversized in order to provide a benefit to land outside the Property
(“Oversized Public Infrastructure”) unless, by the commencement of construction, the City has
made arrangements to finance the City’s portion of the costs of construction attributable to the
oversizing required by the City from sources other than PID Bond Proceeds or Assessments.
5.7 Mandatory Homeowners Association. As relates to the Property, Developer will
create, in a manner acceptable to the City, an HOA, which HOA, whether one or more, shall be
required to levy and collect from home owners within the Property annual fees in an amount
calculated to maintain the open spaces, common areas, the Community Amenities as described
and defined in this Agreement, hike and bike trails located in common areas, portions of which
trails will be open to the public, right-of-way irrigation systems, raised medians and other right-
of-way landscaping, and screening walls within the Property. Common areas including but not
limited to the Community Amenities, screening, landscaping, entrances to the Property and right-
of-way landscaping shall be maintained solely by the HOA. Maintenance of public rights-of-way
landscaping and screening by the HOA shall comply with City Regulations and the HOA shall be
subject to enforcement by the City.
5.8 Concept Plan.
(a) The Concept Plan illustrates the approved development layout for the
Property but has not been engineered and does not represent the final design that will be approved
through the final platting process. As a result, Developer may revise the Concept Plan as part of
an administrative approval of the Concept Plan provided the number of residential lots shown on
the Concept Plan does not exceed the maximum number of lots set forth in the PD, the numbers
of residential lots in each category shown on the Concept Plan does not increase by greater than
ten percent (10%), and the amount of open space shown on the Concept Plan does not decrease by
greater than ten percent (10%). If the City Manager does not administratively approve such
revisions to the Concept Plan within 15 days after receipt of a written request for approval, the
revisions shall be deemed to be administratively approved with no further action of the City
Manager and City Council required. Nothing in this paragraph shall preclude Developer from
applying directly to the City Council for approval of any Concept Plan revisions, including
revisions greater than the percentages listed herein.
(b) Except as otherwise provided in subsection (a) of this section, all other
revisions to the Concept Plan require the approval of the City Council, including without limitation
any approval of the Concept Plan that is part of approval of zoning or platting processes, and such
approval shall be considered an amendment hereto.
COX TRACT DEVELOPMENT AGREEMENT PAGE 14
(c) If the Developer submits a Concept Plan as provided by this section and the
City Manager or his/her designee determines that the Concept Plan should be administratively
approved, the City Manager or his or her designee shall cause the revised Concept Plan to be
attached to the official version of this Agreement on file with the City’s Secretary’s office, and
Developer shall record a memorandum of the revised Concept Plan in the Real Property Records.
5.9 Community Amenities. Developer shall construct the amenities required for the
Development as provided in the Neighborhood Points system set forth in the City’s Subdivision
Ordinance, which amenities shall include a children’s playground to be constructed on the open
space lot near the entrance of the subdivision in Phase 1 of development (collectively, the
“Community Amenities”). To the extent that any Community Amenities may be included as
Authorized Improvements pursuant to the PID Act, the City may, at the City’s sole discretion,
accept dedication of such Community Amenities, and such Community Amenities may be
maintained by the City or the HOA, as follows: to the extent any Community Amenities are not
owned or dedicated to the City and maintained by the City, such Community Amenities shall be
owned and maintained by the HOA.
5.10 Park Development Fees; Park Dedication Fees. Developer shall dedicate certain
open space and shall construct certain hike and bike trails within the Project as generally depicted
on Exhibit F. Developer shall receive dollar-for-dollar credits for any park development fees
required by the City for all such improvement projects constructed by Developer in publicly
dedicated parkland or open spaces of the Development accepted by the City. 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. Developer
shall be required to publicly dedicate land for parks or pay Park Dedication Fees in accordance
with applicable City Code provisions.
5.11 Impact Fee Reimbursements.
(a) The City agrees that Impact Fees for the Project and development on the
Eligible Additional Property shall be assessed and collected at the rates in effect on the Effective
Date of this Agreement; provided, however, that Developer shall be entitled to Impact Fee
Reimbursements as provided herein from Impact Fees collected on the Property and the Eligible
Additional Property. The City acknowledges that the Developer is providing certain Capital
Improvements to the City at the cost of Developer. To the extent that water, wastewater, roadway,
and drainage improvements to be constructed by the Developer are eligible for inclusion in the
City’s CIP but are not currently included in the City’s CIP, the City agrees to take all necessary
steps to include such water, wastewater, roadway, and drainage improvements in the City’s CIP.
(b) For any Capital Improvements undertaken by Developer shown in the
City’s CIP, including water, wastewater, roadway, and drainage improvements, Developer shall
be entitled to full-dollar, like-kind Impact Fee Reimbursements (e.g., water improvement costs
may only be offset by water Impact Fees and not by wastewater Impact Fees or roadway Impact
Fees) for any Capital Improvements made or constructed by Developer, or caused to be constructed
by Developer, and conveyed to the City, pursuant to Chapter 395 from Impact Fees collected on
the Property and the Eligible Additional Property. Further, to the extent permitted under Section
COX TRACT DEVELOPMENT AGREEMENT PAGE 15
395.023, Texas Local Government Code, Developer shall be entitled to full-dollar Impact Fee
Reimbursements for any offsite, major, or thoroughfare roadways made or constructed by
Developer, or caused to be constructed by Developer from Impact Fees collected on the Property
and the Eligible Additional Property.
(c) All Impact Fee Reimbursements throughout the development of the
Property and the Eligible Additional Property 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 Capital Improvement Costs for such Phase, City shall apply the earned Impact
Fee Reimbursements to lots/Impact Fees assessed on other Phases on a like-kind basis (e.g., water
improvement costs may only be offset by water Impact Fees and not by wastewater Impact Fees
or roadway Impact Fees). All Impact Fee Reimbursements inuring to the Property and the Eligible
Additional Property belong to Developer and may not be allocated to any other party without
Developer’s prior written consent in the form of an assignment specifying the assignee and the
categories and amounts of Impact Fee Reimbursements assigned. Developer shall deliver a copy
of any such assignment to the City within ten (10) days of its effective date and Developer shall
not make any claim to or have any entitlement to any such Impact Fee Reimbursements once
assigned. The City shall collect Impact Fees from the builders on the Property and the Eligible
Additional Property at the time of issuance of building permits and reimburse the Developer all
Impact Fee Reimbursements owed under this Agreement upon request, no more than once per
month but no less than once per quarter. The City shall not reduce or refuse to remit the Impact
Fee Reimbursements contemplated herein.
5.12 Withholding of Building Permits, Etc. The City shall not be required to issue any
building permits or certificates of occupancy or provide utilities for any structure on the Property
until after final acceptance of any Authorized Improvements necessary to serve such Property;
provided that, notwithstanding the foregoing, the City shall allow for the approval of up to four
building permits for model homes when street access and water is available to such model home
lots. To assist in the determination as to whether building permits for any phase of development
should be issued, Developer shall include all Authorized Improvements and other Public
Infrastructure necessary to serve such phase in the construction plans required to be submitted
under applicable City Regulations.
5.13 Governing Regulations. Development of the Property shall be governed by the
following regulations (collectively, the “Governing Regulations,” all of which are incorporated
into this Agreement as if set forth in full):
(a) City Code, Article 9.02, the subdivision regulations of the City, in effect on
the Effective Date (the “Subdivision Regulations”);
(b) the PD set forth on Exhibit C;
(c) City Code, Article 9.05, in effect on the Effective Date (the “Sign
Ordinance”);
(d) the uniform building codes, as amended from time to time, including any
local amendments thereto adopted by the City (the “Building Codes”). The term “Building Codes,”
COX TRACT DEVELOPMENT AGREEMENT PAGE 16
as applied to a particular building shall mean the Building Codes in effect on the date the first
application is filed for a building permit for the building in question. As it relates solely to Property
Public Infrastructure for any given phase of the Project—notwithstanding any provision of this
Agreement—the applicable construction standards (including, without limitation, the Building
Codes) shall be those that the City has duly adopted at the time of the filing of an application for
a preliminary plat for such phase containing the Property Public Infrastructure in question; and
(e) except as set forth in this Agreement to the contrary, any other applicable
provisions of Chapter 4 (Building Regulations), Chapter 6 (Fire Prevention and Protection),
Chapter 9 (Planning and Development Regulations), Chapter 12 (Utilities) and Appendix A (Fee
Schedule) of the City Code in effect on the Effective Date.
The Governing Regulations are the controlling regulations for development of the
Property, and no other City Regulations, rules, standards, policies, orders, guidelines, or other
City-adopted or City-enforced requirements of any kind (including but not limited to any
moratorium adopted by the City) apply to the use or development of the Property to the extent
such regulations or requirements are in conflict with the Governing Regulations or this Agreement.
The Governing Regulations are considered part of this Agreement and are incorporated herein by
reference for all purposes.
5.14 Compliance with Materials and Methods Regulations. It is expressly understood
that the City Regulations (as amended by the Governing Regulations and this Agreement) are
enforceable as relates to the Property and its use and development, including but not limited to any
such City Regulations that would otherwise be unenforceable under Chapter 3000 of the Texas
Government Code (“Materials and Methods Regulations”) and the Material and Methods
Regulations are incorporated herein as if set forth in full; provided, however, to the extent of any
conflict between the requirements of the Materials and Methods Regulations and the requirements
of this Agreement, this Agreement shall control. In addition to the foregoing, the following single-
family, multifamily, and commercial standards shall apply to development of the Project:
(a) Minimum Building Standards (Single-Family Residential):
(1) The minimum masonry requirement is 75% of the exterior façade of the
dwelling. Masonry requirements shall mean brick, stone, stucco, split face block, cultured
stone (a manufactured stone veneer), or other City-approved material. Cementitious
Fiberboard shall be a permitted masonry material. EIFS shall not be permitted;
(2) Detached garages must have the same exterior finish as the main dwelling;
(3) Elevations and brick colors shall be permitted to repeat only when there are
three (3) intervening lots of separation on the same side of the street. The same elevation
shall not repeat on the lot across the street nor on the lots on either side of the lot across the
street;
(4) A minimum roof pitch of 8:12 or 6:12 with roofing accents exceeding 6:12
and
COX TRACT DEVELOPMENT AGREEMENT PAGE 17
(5) The minimum dwelling square footages for the following allowed lot sizes
within the Project will be as follows:
i. 60’ lot – Minimum 2,000 sf;
ii. 50’ lot – Minimum 1,800 sf; and
iii. 40’ lot - Minimum 1,800 sf provided that up to 25% of
dwellings on 40’ lots may have square footages below 1,800 sf,
but in no event shall any dwelling on a 40’ lot have a square
footage lower than 1,600 sf.
(b) Minimum Building Standards (Multifamily):
(1) Multifamily Building Materials. The exterior of each
multifamily building shall be a minimum of:
i. 80 percent masonry on the front façade of the first floor
ii. 50 percent on the side façade of the first floor
iii. 30 percent on the rear façade of the first floor
iv. 25 percent on all facades for all other floors
(2) “Masonry” may include brick or stone stacked and mortared in place (stone
means granite, limestone, marble, or other naturally occurring stone), stucco consisting of
exterior Portland cement, cementitious fiberboard, hand-applied in three coats to a
minimum thickness of three-quarters of an inch (3/4”), or other concrete finish techniques,
or other similar products. For all exterior plan types, cementitious siding products may be
used in areas where it is not structurally feasible to support brick or stone.
(3) Brick shall meet specifications established by the Brick Institute of
America. Concrete brick is not allowed.
(4) Mortar Joints. Mortar joints shall be tooled; no “slump” joints are permitted.
(5) Non-Masonry Materials
i. Siding – Siding material may be cementitious. Hardie-Plank,
fiber planking, or other City-approved material. Plywood,
particle board and vinyl are prohibited.
ii. Trim/Wood – All trim and wood shall be smooth and painted
or stained. Stained wood must be sealed and cementitious
fiberboard can be used as a trim material.
iii. Metal - Exposed metals must be anodized aluminum, bronze,
copper or painted galvanized steel.
COX TRACT DEVELOPMENT AGREEMENT PAGE 18
(6) Building Articulation
i. Horizontal wall plans longer than 40 85 feet in length shall be
segmented into smaller sections by a structural or ornamental
minor façade offset (recess or projection) of a minimum 2 feet
deep and 810 feet wide.
ii. The height of those offsets is equal to the building’s height at
the location of the offset.
(7) Roof Treatment
i. Pitched or flat roofs are permitted.
ii. A parapet wall is allowed if constructed to prevent flat roof
visibility.
(8) Fenestration. Any glass with a visible light reflectance rating of 25% or
greater is prohibited.
(9) Elements. A multi-family development is required to provide at least two of
the following elements:
i. At least one dormer is provided for each roof plane over 1,000
square feet in area that faces a street. The dormer must be
appropriately scaled for the roof plane and shall not be wider
than the windows on the building elevations;
ii. All windows feature shutters. The shutters provided must be
operational or appear operational and must be in scale with the
corresponding window;
iii. All windows are emphasized through the use of molding / trim
around the windows, plat ledge, sills, shaped frames, awnings,
or another similarly related architectural elements;
iv. Downspouts associated with gutters are internally incorporate
into the building’s construction rather than attached to the
building after the construction of the façade is complete.
v. The primary entrance for all buildings shall feature a protected
entry through the use of a recessed entry, porte-cochere,
awning, canopy, or similar feature that serves the same
purposes. The covering shall be at least three feet in depth when
measured from the face of the adjoining façade. Not required
for accessory buildings.
COX TRACT DEVELOPMENT AGREEMENT PAGE 19
vi. Screening fence: Border fencing material shall be either
masonry construction or wrought iron, tubular steel, or tubular
aluminum with masonry columns. Additionally, an irrigated
landscape screen, minimum height of 6 feet, shall be installed
within a 10-foot landscape buffer along the property line on any
perimeter not abutting a public street or right-of-way. The
landscape screen must grow to a height of at least 10 feet within
2 years of installation.
vii. Other similar architectural features as approved by the Director.
(10) Amenities.
i. A multi-family development shall provide the required
amount of amenities prescribed in Table 23: Required
Amenities.
Table 23: Required Amenities
Number of Units Required Amenities
1 – 10 None
11 – 50 1
51 – 100 2
101 – 200 3
201 – 300 4
301 + 5
ii. The amenities listed below may be used to fulfill the
requirements of Table 23: Required Amenities. Each amenity
counts as one required amenity towards the requirements in
Table 23: Required Amenities. However, multiples of the same
amenity do not count towards the requirements in Table 23:
Required Amenities. Additionally, to provide flexibility in
development design, the Director may approve different
amenities that agree with the purpose of City Code Sec.
9.04.042.
1. Swimming pool (minimum 1,000 square foot surface
areas) with cooling deck (minimum ten feet wide in all
areas);
2. Jacuzzi or hot tub area (minimum 50 square foot area);
3. At least four barbeque grills or one grill per 100 units,
whichever is greater, with shaded seating areas, all
barbeque grills shall be serviced with propane or other
gas and be built into a structure incorporated into an
adjacent amenity (i.e., pool or seating areas);
COX TRACT DEVELOPMENT AGREEMENT PAGE 20
4. Ramada(s), arbor(s), and/or trellis(es) covering at least
400 square feet of recreation space;
5. Child play lot (minimum 1,000 square foot areas)
6. A splash pad (water play amenity for children) that is a
minimum of 1,000 square feet in area and that is
enclosed by a gated and access limited minimum five-
foot tall vinyl-coated chain link fence or other decorate
fencing material approved by the Director of
Development Services.
7. A dog park that is at least 2,500 square feet in areas that
is enclosed by a minimum five-foot tall vinyl-coated
chain link fence, uses grass, wood chips, or a
combination of the two as surface materials, and
provides at least two dog waste stations that includes a
bag dispenser and waste receptacle installed along the
perimeter of the enclosure for every 2,400 square feet of
the associated dog park.
8. Regulation-size volleyball, basketball, tennis, or
similarly related playing court.
9. Golf putting green (minimum 1,000 square feet);
10. Fitness center/weight room (minimum 500 square feet);
11. Business center (minimum 500 square feet);
12. Media room (minimum 500 square feet).
(c) Minimum Building Standards (Commercial):
(1) Building Articulation
i. Single- and multi-tenant buildings
1. All buildings shall utilize façade offsets and appropriate
fenestration, to add variation and visual interest to an
elevation and to break up long uninterrupted walls or
elevations.
2. Elevations that are 50 feet or longer in horizontal length
require at least two offsets (projection or recess) from the
primary façade plane of at least 18 inches deep and 4 feet
wide.
COX TRACT DEVELOPMENT AGREEMENT PAGE 21
3. The height of those offsets is equal to the building’s
height at the location of the offset.
(2) Roof Treatment
i. Long uninterrupted roof lines and planes shall be broken into
smaller segments through the use of scaled gables or dormers,
change in height, changes in roof form, type or planes that
typically correspond to offsets in the building’s façade, or
other appropriate architectural elements.
ii. Parapet roof lines shall feature a well-defined cornice
treatment or another similar element to visually cap each
building elevation.
(3) Fenestration
i. Single- and multi-tenant buildings < 50,000 square feet: The
use of recessed windows, awnings, sills, drip caps, projecting
trim casing or surrounds, projecting muntins or mullions, and
other elements is required.
ii. Single- and multi-tenant buildings 50,000 square feet and
larger do not require fenestration.
iii. Any glass with a visible light reflectance rating of 25% or
greater is prohibited.
(4) Elements. All buildings or developments shall be required to provide at least
two of the following elements:
i. The primary entrance for all buildings shall feature a protected
entry through the use of a recessed entry, porte-cochere,
awning, canopy, or similar feature that serves the same
purposes. The covering shall be at least three feet in depth when
measured from the face of the adjoining façade.
ii. All building elevations shall feature at least two facade offsets
(recess or projection) five feet in depth for every 50 feet of
horizontal length.
iii. All building elevations shall feature at least two distinct roof
lines or a roof parapet with cornice design or similar element.
iv. All primary and secondary building entrances, excluding
emergency exits and service doors, feature a recessed entry,
canopy, awning, or similar sheltering feature of at least 50
square feet.
COX TRACT DEVELOPMENT AGREEMENT PAGE 22
v. Single- and multi-tenant buildings greater than 50,000 square
feet shall provide least one of the following: at least two offsets
(projection or recess) from the primary façade plane of at least
18 inches deep and 4 feet wide, color variations, alternative
building materials, or other architectural treatments.
5.15 Conflicts. In the event of any conflict between the PD and the Subdivision
Regulations, Sign Ordinance, or Building Codes, the PD shall control. In the event of a conflict
between the Governing Regulations and the City Regulations, the Governing Regulations shall
control. In the event of any 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, unless otherwise agreed by the
Parties, this Agreement shall control.
5.16 Access to Books and Records. The City shall, upon reasonable prior written notice
to the Developer and during normal business hours have the right to audit and inspect the
Developer's records, books, and all other relevant records related to this Agreement and the Project.
5.17 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 shall not constitute or be
deemed to be a release of the responsibility and liability of Developer, its engineers, employees,
officers, or agents for the accuracy and competency of their design and specifications. Further, any
such approvals shall not be deemed to be an assumption of such responsibility and liability by the
City for any defect in the design and specifications prepared by Developer or Developer’s
engineers, or their respective officers, agents, servants or employees, it being the intent of the
Parties that approval by the City’s City Engineer or his/her designee signifies approval on only the
general design concept of the improvements to be constructed.
5.18 Agricultural Exemption. The City acknowledges that some or all of the Property
may now have or may in the future have an agricultural, timber, or wildlife management use tax
classification, and the City may not request removal of any such tax classification until PID Bonds
secured by Assessments levied on the Property are issued to pay for the costs of the PID Projects
and related costs, notwithstanding any waiver of such exemption for other political subdivisions
or public entities.
5.19 Eminent Domain.
(a) Except as otherwise provided in Sections 5.1, 5.2 and 5.4 herein and Section
5.19(b) below, Developer agrees to use commercially reasonable efforts to obtain all third-party
rights-of-way, consents, or easements, if any, required for the Public Infrastructure. If, however,
Developer is unable to obtain such third-party rights-of-way, consents, or easements within
ninety (90) days of commencing efforts to obtain the needed easements and right-of-way, the City
agrees to take reasonable steps to secure same (subject to City Council authorization after a finding
of public necessity) through the use of the City’s power of eminent domain. Developer shall be
responsible for funding all reasonable and necessary legal proceeding/litigation costs, attorney’s
fees and related expenses, and appraiser and expert witness fees (collectively, “Eminent Domain
COX TRACT DEVELOPMENT AGREEMENT PAGE 23
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.
(b) Notwithstanding anything contained herein, the City agrees to obtain, at its
sole cost, any rights-of-way, consents, or easements (including any construction easements)
needed from the adjacent property owner (including any corporate entity related thereto) for the
construction of any roadway, water, or sewer infrastructure in connection with the alignment of
West Crossing (the “Adjacent Property Owner Easements”). The City shall commence the process
to acquire any such Adjacent Property Owner Easements within 30 days of delivery of notice from
the Developer that it will require such Adjacent Property Owner Easements for the construction of
the related roadway, water, or sewer infrastructure.
5.20 Property Acquisition. If the Developer does not acquire ownership in fee simple
title to the Property by December 31, 2024, then this Agreement shall become null and void and
of no further effect. Notwithstanding any provision of this Agreement, this Agreement shall not
become effective unless and until the Developer acquires ownership of the Property in fee simple
title. Upon acquisition of the Property, the Developer shall provide proof of ownership to the City
including true and correct copies of the recorded deed(s) conveying the Property to the Developer.
5.21 Payment of City PID Fee. The Developer shall deposit the full amount of the City
PID Fee in an identifiable escrow account (the “City PID Fee Account”) for a particular Phase of
Development and shall provide proof of such deposit to the City at least seven (7) business days
before the posting of a preliminary limited offering memorandum for any series of PID Bonds for
such Phase of Development. The Developer shall not withdraw from or otherwise reduce or in any
manner encumber the amount deposited into the City PID Fee Account for at least 60 days once
deposited except that not later than seven (7) business days after the closing and delivery of PID
Bonds for such Phase of Development, Developer shall release the full amount in the City PID Fee
Account to the City. 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.
5.22 Rental Property. Developer shall not knowingly sell a total of more than five
percent (5%) of the total number of single-family lots projected to be within the Project to
“institutional investors” that intend to own and rent or lease single-family residences within the
Project. An “institutional investor” shall mean an entity that intends or desires to purchase more
COX TRACT DEVELOPMENT AGREEMENT PAGE 24
than five (5) single-family lots within the Project and constructs or causes to be constructed homes
thereon for rental or leasing purposes.
SECTION 6
PID BONDS
6.1 PID Bond Issuance. Subject to the satisfaction of conditions set forth in this article,
the City may issue PID Bonds solely for the purposes of acquiring or constructing PID Projects.
Developer may request issuance of PID Bonds by filing with the City a list of the PID Projects to
be funded with the PID Bonds and the estimated 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 Bonds. The issuance of PID Bonds is subject to the following conditions.
(1) The City has determined that (a) there will be no negative impact on the
City’s creditworthiness, bond rating, access to or cost of capital, or potential for liability and
(b) the PID Bonds assessment level, structure, terms, conditions and timing of the issuance
of the PID Bonds are reasonable for the PID Projects Costs to be financed and that there is
sufficient security for the PID Bonds to be creditworthy.
(2) All costs incurred by the City that are associated with the administration of
the PID shall be paid out of special assessment revenue levied against property within the
PID. City administration costs shall include without limitation those associated with
continuing disclosure, compliance with federal tax law, agent fees, staff time, regulatory
reporting and legal and financial reporting requirements.
(3) The adoption of a Service and Assessment Plan and an assessment
ordinance levying assessments on all or any portion of the PID Property benefitted by such
PID Projects in amounts sufficient to pay all costs related to such PID Bonds.
(4) Unless otherwise agreed to by the City, the aggregate principal amount of
PID Bonds issued and to be issued shall not exceed $25,000,000.
(5) If requested by the City, delivery by Developer of an Independent Appraisal
to the City confirming 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.
(6) 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.
(7) Developer is current on all taxes, assessments, fees and obligations to the
City including without limitation payment of Assessments.
(8) Developer is not in material default under this Agreement.
COX TRACT DEVELOPMENT AGREEMENT PAGE 25
(9) No outstanding PID Bonds are in default and no reserve funds established
for outstanding PID Bonds have been drawn upon that have not been replenished.
(10) The Administrator has certified that the specified portions of the costs of
the PID Projects to be paid from the proceeds of the PID Bonds are eligible to be paid with
the proceeds of such PID Bonds; therewith, such approval not to be unreasonably withheld,
conditioned or delayed upon presentation of a certificate in compliance with the applicable
Indenture.
(11) The PID Projects to be financed by the PID Bonds have been or will be
constructed according to the approved PD any applicable City Regulations.
(12) The maximum maturity for PID Bonds shall not exceed 30 fiscal years from
the date of delivery thereof.
(13) The final maturity for any PID Bonds shall be not later than 40 years from
the date of this Agreement.
(14) The City has determined that the PID Bonds meet all regulatory and legal
requirements applicable to the issuance of the PID Bonds.
(15) If the applicable portion of PID Projects has not already been constructed
and to the extent PID Bond Proceeds are insufficient to fund such PID Projects Cost, the City
may require the Developer to, at time of closing the PID Bonds, provide evidence of (i)
available funds to the Developer or any corporate parent of the Developer and made available
to the Developer or (ii) evidence of financial security from a Lender (as defined herein) of
loan funds available under a loan, letter of credit or other credit facility extended to the
Developer or any corporate parent of the Developer and made available to the Developer by
a financial institution or other lender (a “Lender”) for the purpose of development of the
Authorized Improvements, equal to or greater than the difference between the PID Projects
Costs and the PID Bond Proceeds available to fund such PID Projects Costs. If so required
by the City, and the Developer provides evidence of available funds or fiscal security as
described in the preceding sentence in connection with a series of PID Bonds, the Developer
shall not be required to provide any up front cash deposit to fund the applicable PID Projects
not otherwise funded through the applicable series of PID Bonds.
(16) 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.
(17) Developer agrees to provide periodic information and notices of material
events regarding Developer and Developer’s development of the Project and any continuing
disclosure agreements executed by Developer in connection with the issuance of PID Bonds.
(18) Developer is not in default under a Developer Continuing Disclosure
Agreement.
COX TRACT DEVELOPMENT AGREEMENT PAGE 26
(19) 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.
(20) The gross tax equivalent rate for the annual installments of the Assessments
shall not exceed $0.99 per $100.00 of taxable assessed valuation (which maximum total tax
equivalent rate shall be measured based on the estimated build out value of the applicable
PID Property), without prior written consent of the City, in its sole discretion, which written
consent may be evidenced by the City’s adoption of an Assessment Ordinance without the
necessity of amending this Agreement.
(21) Unless otherwise agreed to by the City, the value to lien ratio for
Assessments securing PID Bonds shall not be less than 2:1; provided that the City may allow
for a lesser ratio through the adoption of an Assessment Ordinance which includes a lesser
value to lien ratio without the necessity of amending this Agreement.
(22) Developer and the City shall have entered into a PID reimbursement
agreement that provides for Developer’s construction of certain PID Projects and the City’s
reimbursement to Developer of certain PID Projects Costs.
(23) Developer has provided proof reasonably satisfactory to the City that the
City PID Fee has been deposited into the City PID Fee Account accordance with Section
5.21.
6.2 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 any PID Bonds. Developer agrees, represents, and warrants that any information provided by
Developer for inclusion in a disclosure document for an issue of PID Bonds will not, to
Developer’s actual knowledge, contain any untrue statement of a material fact or omit any
statement of material fact required to be stated therein or necessary to make the statements made
therein, in light of the circumstances under which they were made, not misleading, and Developer
further agrees that it will provide a certification to such effect as of the date of the closing of any
PID Bonds.
6.3 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 United States Internal Revenue Code, as amended, Developer agrees to provide, or cause to be
provided, such facts and estimates as the City reasonably considers necessary to enable it to
execute and deliver its Tax Certificate. Developer represents that such facts and estimates will be
based on its reasonable expectations on the date of issuance of the PID Bonds and will be, to the
best of the knowledge of the officers of Developer providing such facts and estimates, true, correct
and complete as of such date. To the extent that it exercises control or direction over the use or
investment of the PID Bond Proceeds, including, but not limited to, the use of the PID Projects,
Developer further agrees that it will not knowingly make, or permit to be made, any use or
investment of such funds that would cause any of the covenants or agreements of the City
contained in a Tax Certificate to be violated or that would otherwise have an adverse effect on the
COX TRACT DEVELOPMENT AGREEMENT PAGE 27
tax-exempt status of the interest payable on the PID Bonds for federal income tax purposes.
SECTION 7
PAYMENT AND REIMBURSEMENT OF PID PROJECTS
7.1 Payment of Costs of PID Projects. The Parties understand that PID Bond Proceeds
and/or the proceeds from Assessments will be used to reimburse the Developer for PID Projects
Costs related to the PID Projects and, in the event PID Bond Proceeds and/or proceeds from
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 Assessments, once available, will be used to reimburse Developer for said
PID Projects Cost following acceptance by the City.
7.2 Improvement Account of the Project Fund and Developer Improvement Account.
The Improvement Accounts of the Project Fund and the Developer Improvement Account shall be
administered and controlled by the City and funds in the Improvement Account of the Project Fund
and the Developer Improvement Account shall be deposited and disbursed in accordance with the
terms of the respective Indenture.
7.3 Cost Overrun. If the total PID Projects Cost for any phase of development exceeds
the total amount of monies on deposit in the Improvement Account of the Project Fund and the
Developer Improvement Account (a “Cost Overrun”), Developer shall be solely responsible for
the Cost Overrun, except as provided in Section 7.4 below.
7.4 Cost Underrun. If, upon the completion of construction of a PID Project (or segment
or section thereof) and payment or reimbursement for such PID Project (or segments or section
thereof), there are Cost Underruns, any remaining Budgeted Cost(s) may be available to pay Cost
Overruns on any other PID Project with the approval of the City Manager. The elimination of a
category of PID Projects as set forth in the Service and Assessment Plan will require an amendment
to the SAP. Prior to the completion of all of the PID Projects within an improvement category, as
listed in the applicable SAP and the PID, funds available from an improvement category (e.g.,
water, sanitary sewer, roadway, soft costs, etc.) may be used as Cost Underruns and applied to
another improvement category in consultation with the Administrator and approval of the City
Manager. If, upon completion of the PID Projects in any improvement category, there are funds
remaining in any Administrator-approved improvement categories, those funds can then be used
to reimburse the Developer for any qualifying costs of the PID Projects that have not been
previously paid.
SECTION 8
GOVERNING REGULATIONS
8.1 Zoning. The Property is currently zoned by the PD attached hereto as Exhibit C.
Through this Agreement, Developer expressly consents and agrees to the PD zoning of the
Property. Any amendment to the PD zoning of the Property shall otherwise be in accordance with
all procedures set forth in the applicable City Regulations.
8.2 Phasing. The Property may be developed in phases and Developer must submit the
appropriate plat(s) for each phase, and, if permitted under applicable law, may submit a replat or
COX TRACT DEVELOPMENT AGREEMENT PAGE 28
amending plat for all or any portions of the Property. Any plat, replat or amending plat shall be in
conformance with applicable Governing Regulations and be subject to City approval.
8.3 Vested Rights. This Agreement shall constitute a “permit” (as defined in
Chapter 245) that is deemed filed with the City on the Effective Date.
SECTION 9
EVENTS OF DEFAULT; REMEDIES
9.1 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.
9.2 Remedies. As compensation for the other party's default, an aggrieved Party is
limited to seeking specific performance of the other party's obligations under this Agreement.
9.3 Performance Window; Election to Terminate. In the event that the Developer does
not request either that (i) the City levy assessments for the first phase of development or (ii) issue
the initial series of PID Bonds on or before December 31, 2027, neither Party shall thereafter be
required to perform under this Agreement and this Agreement will terminate. If this Agreement is
terminated under this Section 9.3, if a PID has been created, Developer must within 30 days of
such termination file or caused to be filed with the City an irrevocable petition by the owners of
the Property to dissolve the PID and shall thereafter promptly undertake any and all reasonable
actions to facilitate the dissolution of the PID. Notwithstanding any provision of this Agreement,
Developer’s obligations regarding the dissolution of the PID in accordance with this Section 9.3
shall survive such termination.
SECTION 10
ASSIGNMENT; ENCUMBRANCE
10.1 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 subject to this Agreement shall be assignable, in whole or in part, by the
Developer, with the prior written consent of the City. The City’s consent to such assignment shall
not be unreasonably withheld. Notwithstanding the foregoing, the Developer has the right from
time to time, without the consent of but with written notice to the City, to assign this Agreement
in whole or in part to (i) any person or entity that is or will become an owner of any portion of the
Property, (ii) any entity formed in which the Developer or any principal of the Developer retains
COX TRACT DEVELOPMENT AGREEMENT PAGE 29
an ownership interest of at least fifty-one percent (51%), any subsidiary of the Developer, or any
entity that is under common control with or controlled by the Developer, (iii) or any lien holder
on the Property. An assignee shall be considered a “Party” for the purposes of this Agreement.
Each assignment shall be in writing executed by the 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 the Developer shall release
the Developer from any liability that resulted from an act or omission by the Developer that
occurred prior to the effective date of the assignment unless the City approves the release in
writing. The Developer shall maintain written records of all assignments made by the 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 Party’s sale, assignment, transfer, or other conveyance of
any interest in this Agreement or the Property.
10.2 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.
10.3 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.
10.4 Notice of Assignment. Subject to Section 10.1 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 and/or any of its rights or benefits under this Agreement:
(i) Developer must provide written notice to the City to the extent required under Section 10.1; (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. Notwithstanding anything to the contrary, notice
shall not be required in connection with a sale, conveyance, or transfer to any End User of a Fully
Developed and Improved Lot.
SECTION 11
GENERAL PROVISIONS
11.1 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
COX TRACT DEVELOPMENT AGREEMENT PAGE 30
Agreement; (c) reflect the final intent of the Parties with regard to the subject matter of this
Agreement; and (d) are fully incorporated into this Agreement for all purposes. 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.
11.2 Acknowledgments. In negotiating and entering into this Agreement, the Parties
respectively acknowledge and understand that:
(a) Developer’s obligations hereunder are primarily for the benefit of the
Property;
(b) the improvements to be constructed and the open space dedications and
donations of real property that Developer is obligated to set aside and/or dedicate under this
Agreement will benefit the Project by positively contributing to the enhanced nature thereof,
increasing property values within the Project, and encouraging investment in and the ultimate
development of the Project;
(c) Developer’s consent and acceptance of this Agreement is not an exaction or
a concession demanded by the City, but is an undertaking of Developer’s voluntary design to
ensure consistency, quality, and adequate public improvements that will benefit the Property;
(d) the Authorized Improvements will benefit the City and promote state and
local economic development, stimulate business and commercial activity in the City for the
development and diversification of the economy of the state, promote the development and
expansion of commerce in the state, and reduce unemployment or underemployment in the state;
and
(e) nothing contained in this Agreement shall be construed as creating or
intended to create a contractual obligation that controls, waives, or supplants the City Council’s
legislative discretion or functions with respect to any matters not specifically addressed in this
Agreement.
11.3 Binding Obligations. This Agreement and all amendments thereto and assignments
hereof shall be recorded in the Real Property Records. 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; however, this Agreement shall not be binding
upon, and shall not constitute any encumbrance to title as to, any End User of a Fully Developed
and Improved Lot except for land use and development regulations that apply to such Fully
Developed and Improved Lot.
11.4 Complete Agreement. This Agreement embodies the entire Agreement between the
Parties and cannot be varied or terminated except as set forth in this Agreement, or by written
agreement of the Parties expressly amending the terms of this Agreement.
COX TRACT DEVELOPMENT AGREEMENT PAGE 31
11.5 Consideration. This Agreement is executed by the Parties hereto without coercion
or duress and for substantial consideration, the sufficiency of which is hereby acknowledged.
11.6 Term. Unless otherwise extended by mutual agreement of the Parties, the term of
this Agreement shall be until the later of (i) thirty (30) years from the Effective Date or (ii) the
final maturity of PID Bonds sold in accordance with this Agreement (the “Original Term”). Upon
expiration of the Original 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 the Indenture.
11.7 INDEMNIFICATION and HOLD HARMLESS. THE DEVELOPER,
INCLUDING ITS RESPECTIVE SUCCESSORS AND ASSIGNS, HEREBY COVENANT
AND AGREE TO RELEASE, DEFEND, HOLD HARMLESS, AND INDEMNIFY THE CITY
AND ITS OFFICIALS, OFFICERS, AGENTS, REPRESENTATIVES, SERVANTS AND
EMPLOYEES (COLLECTIVELY, THE “RELEASED PARTIES”), FROM AND AGAINST
ALL THIRD-PARTY CLAIMS, SUITS, JUDGMENTS, DAMAGES, AND DEMANDS
AGAINST THE CITY OR ANY OF THE RELEASED PARTIES, WHETHER REAL OR
ASSERTED INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEY’S FEES,
RELATED EXPENSES, EXPERT WITNESS FEES, CONSULTANT FEES, AND OTHER
COSTS, ARISING OUT OF THE NEGLIGENCE OR OTHER WRONGFUL CONDUCT OF
DEVELOPER, INCLUDING THE NEGLIGENCE OF ITS RESPECTIVE EMPLOYEES,
CONTRACTORS, SUBCONTRACTORS, MATERIAL MEN, AND/OR AGENTS, IN
CONNECTION WITH THE DESIGN OR CONSTRUCTION OF ANY PUBLIC
INFRASTRUCTURE, STRUCTURES, OR OTHER FACILITIES OR IMPROVEMENTS
THAT ARE REQUIRED OR PERMITTED UNDER THIS AGREEMENT (TOGETHER,
“CLAIMS”); AND IT IS EXPRESSLY UNDERSTOOD THAT SUCH CLAIMS SHALL,
EXCEPT AS MODIFIED BELOW, INCLUDE CLAIMS EVEN IF CAUSED BY THE
CITY’S OWN CONCURRENT NEGLIGENCE SUBJECT TO THE TERMS OF THIS
SECTION. DEVELOPER SHALL NOT, HOWEVER, BE REQUIRED TO INDEMNIFY
THE CITY AGAINST CLAIMS CAUSED BY THE CITY’S SOLE NEGLIGENCE,
GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. IF THE CITY INCURS CLAIMS
THAT ARE CAUSED BY THE CONCURRENT NEGLIGENCE OF DEVELOPER AND THE
CITY, DEVELOPER’S INDEMNITY OBLIGATION WILL BE LIMITED TO A FRACTION
OF THE TOTAL CLAIMS EQUIVALENT TO DEVELOPER’S OWN PERCENTAGE OF
RESPONSIBILITY. DEVELOPER, INCLUDING ITS RESPECTIVE SUCCESSORS AND
ASSIGNS, FURTHER COVENANTS AND AGREES TO RELEASE, DEFEND, HOLD
HARMLESS, AND INDEMNIFY, THE CITY AGAINST ANY AND ALL CLAIMS BY ANY
PERSON CLAIMING AN OWNERSHIP INTEREST IN THE PROPERTY PRIOR TO THE
EFFECTIVE DATE WHO HAS NOT SIGNED THIS AGREEMENT IF SUCH CLAIMS
RELATE IN ANY MANNER OR ARISE IN CONNECTION WITH: (1) THE CITY’S
RELIANCE UPON DEVELOPER’S REPRESENTATIONS IN THIS AGREEMENT; (2) THIS
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.
11.8 Status of Parties. At no time shall the City have any control over or
charge/supervision of Developer’s design, construction, installation or other work related to any
of the Public Infrastructure, nor the means, methods, techniques, sequences, or procedures utilized
COX TRACT DEVELOPMENT AGREEMENT PAGE 32
for said design, construction, installation or other work. This Agreement does not create a joint
enterprise or venture or employment relationship between the City and Developer.
11.9 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:
Rockhill Contracts I, LLC
9550 John W. Elliott Drive,
Suite 106
Frisco, Texas 75033
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.
11.10 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 (i) if
delivered via a method other than e-mail, 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 or (ii) if delivered via e-mail, upon the earlier of receipt of a “delivery receipt” or
on the next Business Day after being sent (as recorded on the device from which the sender sent
the email) unless the sender receives an automated message that the email has not been delivered.
Any such notice shall be addressed as follows:
To the City: City of Anna, Texas
Attn: City Manager
120 W. 7th Street
Anna, Texas 75409
E-mail: gpeters@annatexas.gov
With a copy to: Wolfe, Tidwell & McCoy, LLP
Attn: Clark McCoy
2591 Dallas Parkway, Suite 300
Frisco, Texas 75034
E-mail: cmccoy@wtmlaw.net
And to: McCall, Parkhurst & Horton L.L.P.
Attn: Rodolfo Segura Jr
717 North Harwood, Suite 900
Dallas, TX 75201
E-mail: rsegura@mphlegal.com
COX TRACT DEVELOPMENT AGREEMENT PAGE 33
To Developer: Rockhill Contracts I, LLC
9550 John W. Elliott Drive,
Suite 106
Frisco, Texas 75033
E-mail: nheckel@rockhillinvestments.com
With a copy to: Locke Lord LLP
Attn: Drew Slone
2200 Ross Ave., Suite 2800
Dallas, Texas 75201
E-mail: dslone@lockelord.com
And to: T. Wilson & Associates
Attn: Roy Magno
1800 Valley View Ln., Suite 321
Farmers Branch, TX 75234
Email: roy@twilson.com
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.
11.11 Estoppel Certificates. From time to time, upon written request of a Developer under
this Agreement, and upon the payment to the City of a $100.00 fee plus all reasonable costs
incurred by the City in providing the certificate described in this section, the City Manager, or
his/her designee will, in his/her official capacity and to his/her reasonable knowledge and belief,
execute a written estoppel certificate identifying any obligations of a Developer under this
Agreement that are in default.
11.12 Interpretation. Each Party has been actively involved in negotiating and drafting
this Agreement. Accordingly, a 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.
11.13 Time. In this Agreement, time is of the essence and compliance with the times for
performance herein is required.
11.14 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 acknowledges
and agrees that this Agreement is binding upon such Party and is enforceable against such Party,
in accordance with its terms and conditions.
COX TRACT DEVELOPMENT AGREEMENT PAGE 34
11.15 Limited Waiver of Immunity. The Parties are entering into this Agreement in
reliance upon its enforceability. Consequently, the City unconditionally and irrevocably waives all
claims of sovereign and governmental immunity which it may have (including, but not limited to,
immunity from suit and immunity to liability) to the extent, but only to the extent, that a waiver is
necessary to enforce specific performance of this Agreement (including all of the remedies
provided under this Agreement) and to give full effect to the intent of the Parties under this
Agreement. Notwithstanding the foregoing, the waiver contained herein shall not waive any
immunities that the City may have with respect to claims of injury to persons or property, which
claims shall be subject to all of their respective immunities and to the provisions of the Texas Tort
Claims Act. Further, the waiver of immunity herein is not enforceable by any party not a Party to
this Agreement.
11.16 Amendment; 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.
11.17 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 a state district court in Collin County.
11.18 Non Waiver. Any failure by a Party to insist upon 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.
11.19 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.
11.20 Exhibits. The following exhibits are attached to this Agreement and are
incorporated herein for all purposes:
Exhibit A-1 Metes and Bounds Description of the Property
Exhibit A-2 Metes and Bounds Description of Eligible Additional Property
Exhibit B Depiction of the Property
Exhibit C PD
Exhibit D Authorized Improvements and Budgeted Costs
Exhibit E Off-Site Roadway Improvements
Exhibit F Open Space and Trail Improvements
COX TRACT DEVELOPMENT AGREEMENT PAGE 35
Exhibit G PID Financial Summary
11.21 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 ten (10) business days after the occurrence of a force
majeure, the Party claiming the right to temporarily suspend its performance, shall give written
notice to all the Parties, including a detailed explanation of the force majeure and a description of
the action that will be taken to remedy the force majeure and resume full performance at the earliest
possible time. The term “force majeure” shall include events or circumstances that are not within
the reasonable control of the Party whose performance is suspended and that could not have been
avoided by such Party with the good faith exercise of good faith, due diligence and reasonable
care. A Party that has claimed the right to temporarily suspend its performance under this section
shall provide written reports to the other Party at least once every week detailing: (i) the extent to
which the force majeure event or circumstance continues to prevent the Party’s performance; (ii)
all of the measures being employed to regain the ability to fully perform; and (iii) the projected
date upon which the Party will be able to resume full performance.
11.22 Statutory Verifications. The Developer makes the following representations and
covenants pursuant to Chapters 2252, 2271, 2274, and 2276, Texas Government Code, as
heretofore amended (the “Government Code”), in entering into this Agreement. As used in such
verifications, “affiliate” means an entity that controls, is controlled by, or is under common control
with the Developer within the meaning of SEC Rule 405, 17 C.F.R. § 230.405, and exists to make
a profit. Notwithstanding anything in this Agreement to the contrary, the representations and
covenants contained in this Section 11.22 shall survive termination of this Agreement until the
statute of limitations has run.
a. Not a Sanctioned Company. The Developer represents that neither it nor
any of its parent company, wholly- or majority-owned subsidiaries, and other affiliates is
a company identified on a list prepared and maintained by the Texas Comptroller of Public
Accounts under Section 2252.153 or Section 2270.0201, Government Code. The foregoing
representation excludes the Developer and each of its parent company, wholly- or majority-
owned subsidiaries, and other affiliates, if any, that the United States government has
affirmatively declared to be excluded from its federal sanctions regime relating to Sudan
or Iran or any federal sanctions regime relating to a foreign terrorist organization.
b. No Boycott of Israel. The Developer hereby verifies that it and its parent
company, wholly- or majority-owned subsidiaries, and other affiliates, if any, do not
boycott Israel and will not boycott Israel during the term of this Agreement. As used in
the foregoing verification, “boycott Israel” has the meaning provided in Section 2271.001,
Government Code.
c. No Discrimination Against Firearm Entities. 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
COX TRACT DEVELOPMENT AGREEMENT PAGE 36
firearm entity or firearm trade association during the term of this Agreement. As used in
the foregoing verification, “discriminate against a firearm entity or firearm trade
association” has the meaning provided in Section 2274.001(3), Government Code.
d. No Boycott of Energy Companies. 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. As used in the foregoing verification, “boycott energy companies” has
the meaning provided in Section 2276.001(1), Government Code.
11.23 Form 1295. Submitted herewith is a completed Form 1295 in connection with the
participation of the Developer for the purposes of Section 2252.908 of the Texas Government
Code in the execution of this Agreement generated by the Texas Ethics Commission’s (the “TEC”)
electronic filing application in accordance with the provisions of Section 2252.908 of the Texas
Government Code and the rules promulgated by the TEC (the “Form 1295”). The City hereby
confirms receipt of the Form 1295 from the Developer for the purposes of Section 2252.908 of the
Texas Government Code, and the City agrees to acknowledge such form with the TEC through its
electronic filing application not later than the 30th day after the receipt of such form. The
Developer and the City understand and agree that, with the exception of information identifying
the City and the contract identification number, neither the City nor its consultants are responsible
for the information contained in the Form 1295; that the information contained in the Form 1295
has been provided solely by the Developer; and, neither the City nor its consultants have verified
such information.
[SIGNATURES PAGES AND EXHIBITS FOLLOW]
EXHIBIT A-1
Legal Description
BEING a tract of land situated in the J.C. Brantley Survey, Abstract No. 114, City of Anna,
Collin County, Texas, and being a portion of the First Tract described in a deed to 3 Monkeys,
LLC, as recorded in Instrument No. 2023000058344 of the Official Public Records of Collin
County, Texas, and being more particularly described as follows:
BEGINNING a 1/2 inch iron rod with plastic cap stamped “Pape Dawson” found for the
southwest corner of said First Tract, common to the northwest corner of Shadowbend, Phase 2,
according to the plat thereof recorded in Volume 2022, Pages 780-781 of the Plat Records of
Collin County, Texas, same being on the easterly line of a called 58.637 acre tract of land
described as Phase 4 in a deed to MCI Exchange Anacapri A Series Depositor, LLC, as recorded
in Instrument No. 2023000111060 of the Official Public Records of Collin County, Texas, same
being in the center of County Road 369, a variable width right of way;
THENCE North 01°29'26" East, along the westerly line of said First Tract and the easterly line
of said Phase 4, and, along the centerline of said County Road 369, a distance of 2,035.03 feet to
a 5/8 inch iron rod with plastic cap stamped “KHA” set for the northwest corner of said First
Tract, common to the northeast corner of said Phase 4, same being in the center of County Road
371, a variable width right of way and said County Road 369;
THENCE South 88°23'21" East, along the northerly line of said First Tract and the centerline of
said County Road 371, a distance of 2,813.90 feet to a 5/8 inch iron rod with plastic cap stamped
“KHA” set for the northeast corner of said First Tract, common to the northwest corner of a
called 0.7575 acre tract of land described in a deed to the State of Texas, as recorded in
Instrument No. 20190508000513540 of the Official Public Records of Collin County, Texas,
same being on the westerly right of way line of State Highway 5, a variable width right of way;;
THENCE South 22°11'52" East, departing the centerline of said County Road 371, along the
easterly line of said First Tract and the westerly right of way line of said State Highway 5, a
distance of 49.19 feet to a 5/8 inch iron rod with plastic cap stamped “KHA” set for corner;
THENCE departing the easterly line of said First Tract and the westerly right of way line of said
State Highway 5, and crossing said First Tract, the following:
North 88°23'21" West, a distance of 1,019.64 feet to a 5/8 inch iron rod with plastic cap
stamped “KHA” set for corner;
South 01°36'54" West, a distance of 1,174.12 feet to a 5/8 inch iron rod with plastic cap
stamped “KHA” set on the southerly line of said First Tract and the northerly line of
Meadow Ridge Estates, Phase Two, according to the plat thereof recorded in Cabinet R,
Slide 196 of the Plat Records of Collin County, Texas;
THENCE South 89°48'36" West, along the southerly line of said First Tract and the northerly
line of said Meadow Ridge Estates, Phase Two a distance of 238.22 feet to a 3 inch metal post
found for the northwest corner of said Meadow Ridge Estates, Phase Two, common to an ell
corner of said First Tract;
THENCE South 09°22'24" East, along the easterly line of said First Tract and the westerly line
of said Meadow Ridge Estates, Phase Two, a distance of 816.23 feet to a 5/8 inch iron rod with
plastic cap stamped “KHA” set for the southerly southeast corner of said First Tract, common to
the southwest corner of said Meadow Ridge Estates, Phase Two, same being on the northerly
line of Shadowbend, Phase 2, according to the plat thereof recorded in Volume 2022, Pages 780-
781 of the Plat Records of Collin County, Texas;;
THENCE North 88°37'34" West, along the southerly line of said First Tract and the northerly
line of said Shadowbend, Phase 2, a distance of 1,727.20 feet to the POINT OF BEGINNING
and containing 82.567 acres (3,596,612 square feet) of land, more or less.
.
EXHIBIT A-2
Legal Description of Eligible Additional Property
BEING a tract of land situated in the S.R. Roberts Survey, Abstract No. 786 and the J.C.
Brantley Survey, Abstract No. 114, City of Anna, Collin County, Texas, and being a portion of
the First Tract described in a deed to 3 Monkeys, LLC, as recorded in Instrument No.
2023000058344 of the Official Public Records of Collin County, Texas, and being more
particularly described as follows:
BEGINNING at a 5/8 inch iron rod with plastic cap stamped “TxDOT” found for the northerly
southeast corner of said First Tract, common to the southwest corner of a called 0.7575 acre tract
of land described in a deed to the State of Texas, as recorded in Instrument No.
20190508000513540 of the Official Public Records of Collin County, Texas, same being on the
northerly line of Meadow Ridge Estates, Phase One, according to the plat thereof recorded in
Cabinet P, Slide 63 of the Plat Records of Collin County, Texas, and on the westerly right of way
line of State Highway 5, a variable width right of way;
THENCE South 89°48'36" West, departing the westerly right of way line of said State Highway
5, along the southerly line of said First Tract, the northerly line of said Meadow Ridge Estates,
Phase 1 and the northerly line of Meadow Ridge Estates, Phase Two, according to the plat
thereof recorded in Cabinet R, Slide 196 of the Plat Records of Collin County, Texas, a distance
of 1,517.49 feet to a point for corner;
THENCE North 01°36'54" East, departing the southerly line of said First Tract and the northerly
line of said Meadow Ridge Estates, Phase Two, and crossing said First Tract, a distance of
1,174.12 feet to a point for corner;
THENCE South 88°23'21" East, continuing across said First Tract, a distance of 1,019.64 feet to
a point for corner on the easterly line of said First Tract and the westerly right of way line of said
State Highway 5;
THENCE South 22°11'52" East, along the easterly line of said First Tract and the westerly right
of way line of said State Highway 5, a distance of 1,231.20 feet to the POINT OF
BEGINNING and containing 33.624 acres (1,464,687 square feet) of land, more or less.
Bearing system based on the Texas Coordinate System of 1983, North Central Zone (4202),
North American Datum of 1983.
Exhibit B
Depiction of the Property
Exhibit C
PD (City of Anna Ordinance No. 1096-2024-03)
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Microsoft, Copyright
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Notice Boundary City
EXHIBIT A
LEGAL DESCRIPTION
BEING a tract of land situated in the S.R. Roberts Survey, Abstract No. 786 and the J.C. Brantley
Survey, Abstract No. 114, City of Anna, Collin County, Texas, and being all of the First Tract described
in a deed to 3 Monkeys, LLC, as recorded in Instrument No. 2023000058344 of the Official Public
Records of Collin County, Texas, and being more particularly described as follows:
BEGINNING at the northwest corner of said First Tract, common to the northeast corner of a called
58.637 acre tract of land described as Phase 4 in a deed to MCI Exchange Anacapri A Series Depositor,
LLC, as recorded in Instrument No. 2023000111060 of the Official Public Records of Collin County,
Texas, same being in the center of County Road 371, a variable width right of way;
THENCE South 88°23'21" East, along the northerly line of said First Tract and the centerline of said
County Road 371, a distance of 2,813.90 feet to the northeast corner of said First Tract, common to the
northwest corner of a called 0.7575 acre tract of land described in a deed to the State of Texas, as
recorded in Instrument No. 20190508000513540 of the Official Public Records of Collin County, Texas,
same being on the westerly right of way line of State Highway 5, a variable width right of way;
THENCE South 22°11'52" East, departing the centerline of said County Road 371, along the easterly line
of said First Tract and the westerly right of way line of said State Highway 5, a distance of 1,280.39 feet
to a 5/8 inch iron rod with plastic cap stamped “TxDOT” found for the northerly southeast corner of said
First Tract, common to the southwest corner of said 0.7575 acre tract, same being on the northerly line of
Meadow Ridge Estates, Phase One, according to the plat thereof recorded in Cabinet P, Slide 63 of the
Plat Records of Collin County, Texas;
THENCE South 89°48'36" West, departing the westerly right of way line of said State Highway 5, along
the southerly line of said First Tract, the northerly line of said Meadow Ridge Estates, Phase 1 and the
northerly line of Meadow Ridge Estates, Phase Two, according to the plat thereof recorded in Cabinet R,
Slide 196 of the Plat Records of Collin County, Texas, a distance of 1,755.71 feet to a 3 inch metal post
found for the northwest corner of said Meadow Ridge Estates, Phase Two, common to an ell corner of
said First Tract;
THENCE South 09°22'24" East, along the easterly line of said First Tract and the westerly line of said
Meadow Ridge Estates, Phase Two, a distance of 816.23 feet to the southerly southeast corner of said
First Tract, common to the southwest corner of said Meadow Ridge Estates, Phase Two, same being on
the northerly line of Shadowbend, Phase 2, according to the plat thereof recorded in Volume 2022, Pages
780-781 of the Plat Records of Collin County, Texas;
THENCE North 88°37'34" West, along the southerly line of said First Tract and the northerly line of said
Shadowbend, Phase 2, a distance of 1,727.20 feet to a 1/2 inch iron rod with plastic cap stamped “Pape
Dawson” found for the southwest corner of said First Tract, common to the northwest corner of said
Shadowbend, Phase 2, same being on the easterly line of aforesaid Phase 4;
THENCE North 01°29'26" East, along the westerly line of said First Tract and the easterly line of said
Phase 4, a distance of 2,035.03 feet to the POINT OF BEGINNING and containing 116.191 acres
5,061,299 square feet) of land, more or less.
Bearing system based on the Texas Coordinate System of 1983, North Central Zone (4202), North
American Datum of 1983.
Single-Family Summary:
Product Units
Type C +/- 50
Type B +/- 185
Type A +/- 101
Total +/- 336
Land Use Summary:
Product Acres Units
Multi-Family +/- 22.9 ac.+/- 500 max.
@ 25 du./ac.
Commercial +/- 9.8 ac.-
Total +/- 32.7 ac.+/- 500 un.
10’ Hike & Bike Trail
Vicinty Map
Anna High
School SlaterCreekMiddleSchool
CityHall
Joe KBryantElementary
White St.
W. Rosamond Pkwy.
West
Crossing
Blvd.N.Powe
l l
Pkwy Hwy. 75N.Powell
Pkwy.C.R. 371MitChell
lN.Meadow GleN
Rd.
Multi-Family 22.9
gross
ac.
Open
Space /
Pipeline
Esmt.
3.
5
ac.Commercial
9.8 gross
ac.west CRoss
i N G
B l v
d Open Space
1.4 ac.Open
Space / Detention
2.8
ac.Open Space /
Detention 2.1
ac.10’ Hike & Bike Trail 10’ Hike
Bike Trail Scale 1”=200’0’
200’400’This drawing is a
pictorial representation for presentation purposes only and
is subject to change without notice.
Additionally, no warranty
is
made to
the accuracy, completeness, or
of the
informationcontainedherein.
February 22,
2024 KNAPP LAND SOLUTIONS Cox Tract -
Anna, TX Conceptual Plan Most recent one
COX TRACT
City of Anna, Collin
County, Texas J.C. Brantley
Survey, Abstract
Number 114 February 2024 EXHIBIT D - Concept
Plan Approx. Acreage: ±
81.5 AC
OWNER/DEVELOPER Howard Joseph Cox Jr & 3
Monkeys LLC 1125
WilmaStreetTyler, Texas75701Contact: HowardJosephCoxJr -
coxhowardj@msn.com831) 917-929815' SANITARYSEWEREASEMENTVOL. 2022, PG. 780P.R.C.C.T.Notes:AllbearingsshownarebasedongridnorthoftheTexasCoordinateSystemof1983, NorthCentralZone (4202),NorthAmericanDatumof1983. Alldimensionsshownaregrounddistances. Toobtain
a
grid
distance, multiplythe
ground distance
by
the Project
Combined Factor (PCF) of
0.999847313.
PROJECT LOCATION SCALE: NTS
VICINITY MAP
NORTH 10' MIN.20'
MIN.40'
MIN.115'
MIN.5'
MIN.
5' MIN.
10' MIN.
20' MIN.
50'
MIN.115'
MIN.5'
MIN.5'
MIN.
10'
MIN.20'
RETAIL± 12,000 SF1 STORYBANK± 7,
000
SF1 STORYRESTAURANT±
5,
100SF1STORYSHOPPINGCENTER±
60,000SF1
STORYBUILDING
1± 140,
000SF4STORIES100
UNITSBUILDING2± 160,
000
SF4STORIES100UNITSBUILDING3± 136,
000SF4STORIES100UNITSBUILDING4± 145,000
SF4
STORIES100
UNITSDETENTION
AREA±
1.
30ACN89°
48'36"
E1517.5'
N22°11'52"W1280.
4'N88°23'
21"W999.8'
S1°
36'
55"
W1219.1'
AMENITY
CENTER± 20,000SF1STORYBUILDING5± 150,
000
SF4STORIES100
UNITSFUTURECOXTRACTSINGLEFAMILYMEADOWGLENRD.N. POWELLPARKWAYSTATEHIGHWAY5(VARIABLEWIDTHR.O.
W.)50' CROSSTEXNORTHTEXASPIPELINE, LPINST. NO. 20070112000260720, O.P.R.C.C.
1LaurenMecke
From:MistyMcWhorter
Sent:Monday, March4, 202411:38AM
To:LaurenMecke
Subject:[EXTERNAL]: ZoningResponse (SWcornerCR371 & NPowe llParkway)
CAUTION: Thisemailoriginatedfromoutsideofthe organization. Donotclicklinksoropenattachmentsunlessyou
recognizethesenderandknowthecontentissafe. Ifyouare stillunsure, pleasereportthisemailviathe
PhishNotifybutton. Lauren, IamOpposedtotherequestregarding therequesttorezonetheSWcorner
CR37
1 & NPowellParkway. Ihavethe
followingconcerns: 1. IncreasedtrafficonCR371 & Hwy5. a). CR371- isatwolaneroadwithnoshoulderandnoturn lanes. It
can'thandlethecurrenttraffic (e
speciallyduringdropoff/pickupforschoolatJKB) b). Letsnotforget,
we willhavetrafficfromth
e Lagoondevelopment. 2. Impactontheschooldistrict. 3. I haveconcernsonthe 'commercial" portion. What
kindofregulationswouldbeputin place? a). Forexamplewouldthebusinessestablishmentberequiredto close
atacertain
time? Keepnoisetoacertainlevel?, parking, etc.? 4. Lastly, I
don'twanttoseeanapartmentcomplexwhenIwalkout
myback
door. I
Page 1 of 10
CITY OF ANNA
Planning & Zoning Commission
March 4, 2024
Zoning: Cox Tract
Applicant: Howard Joseph Cox/3Monkeys LLC & Eleanor K. Cunningham
DESCRIPTION:
Conduct a Public Hearing/Consider/Discuss/Action on a request to rezone from
Agricultural (AG) District to Planned Development for a single family, detached
subdivision, multi-family lot & commercial development on 116± acres located at the
southwest corner of County Road 371 & N. Powell Parkway.
REMARKS:
The Mixed-Density Residential (MD) district provides medium-density residential
development with diversified housing choices. This district encourages a mix of single-
family and two-family residential uses and incentivizes community amenities to form
compact, accessible, and walkable neighborhoods.
The Multi-Family Residential (MF) district provides for high-density residential
development, targeting well-designed multi-family uses serving as a transition between
medium-density residential development and commercial nodes. This district encourages
multi-family uses with site development characteristics that accommodate open space
and access to light and air.
The Regional Commercial (C-2) district provides for medium- to large-scale development
of retail, service, entertainment, and office necessary for a regional market. This district
primarily facilitates commercial development, like big box and anchor retailers and
intensive shopping strip centers that are automobile oriented and generate high traffic
counts.
A Concept Plan, Cox Tract, accompanies this request as Exhibit A & Exhibit B.
Surrounding Land Uses and Zoning
North Across CR 371, Single-Family dwellings zoned Planned
Development (Tara Farms, Phases 4 & 5; Ord. No. 2000-05) and
vacant land zoned Local Commercial (C-1)
East Across N. Powell Pkwy, vacant land zoned AG
Page 2 of 10
South Single-family dwellings zoned Planned Development (Shadowbend,
Phase 2; 797-2018) and Planned Development (Meadow Ridge;
Ord. No. 2001-08)
West Vacant land zoned Planned Development (Anacapri, Phase 4; Ord.
No. 887-2020)
Conformance with the Anna 2050 Comprehensive Plan
The Anna 2050 Future Land Use Plan
identifies this area as Ranching &
Agricultural place type. The Ranching
Agricultural place type states that
Cluster Residential may be
appropriate when preservation of open
space is included.
The Preferred Scenario Diagram
identifies this property as Estate
Residential and Suburban Living. On
the following pages are the pages from
the Comprehensive Plan for each
place type.
The proposed zoning districts are not in conformance with the Ranching and Agricultural
place type.
PROPOSED STIPULATIONS:
The applicant is requesting the following variances from the Zoning Ordinance and
Subdivision Regulations:
Single-Family Residential Portion:
o Declaring that only one common area lot is considered a neighborhood
amenity that requires parking as outlined in Sec. 9.02.131.
Sec. 9.02.131
A minimum of five (5) parking spaces will be required at major,
neighborhood focal points that are for public use (such as but not
limited to pools, amenity centers, parks, and playgrounds). If the
major features are adjacent to each other, they can share a parking
lot with a minimum of eight (8) parking spaces instead of ten (10).
The frontage of the common area lot with HOA amenities exceeds
five parking spaces and the regulation does not explicitly require
the parking to be off-street. The other common area lots are not
Page 3 of 10
proposing improvements and will be part of the required drainage
and detention of the neighborhood.
Commercial and Multi-family Portion:
o Modifying the open space requirement to be 15% of the lot.
Sec. 9.04.029
Each lot or parcel of land that is used for a Multi-Family Dwelling
shall provide on the same lot or parcel of land usable open space,
per Table 20: Multi-Family Dwelling Open Space below.
Table 20: Multi-Family Dwelling Open Space
Number of Bedrooms Size
1 or less 600 square feet
Each additional bedroom over 1 300 square feet
Similar requests for 20% open space have been approved for The
Quinn [One Anna Two Addition] (Ord. No. 846-2020 & 911-
2021) and Villages of Waters Creek (Ord. No. 861-2020 & 978-
2022)
The applicant is proposing the following stipulations to enhance the Planned
Development beyond requirements of the Zoning Ordinance :
Single-Family Residential Portion:
o Requiring Single-family, attached dwellings and two-family dwellings to be
permitted by specific use permit rather than by right.
o Restricting the total number of single-family dwellings to 375 units.
o Requiring a 10’ wide Hike & Bike Trail along CR 371.
Commercial and Multi-family Portion:
o Restricting the total number of dwelling units to 500 units.
o Prohibiting uses that could be considered undesirable.
o Increasing the landscape buffer between the multi-family dwellings and
single-family dwellings from 10-feet to 20-feet.
Page 4 of 10
Page 5 of 10
Page 6 of 10
Page 7 of 10
Page 8 of 10
SUMMARY:
Request to rezone from Agricultural (AG) District to Planned Development for a single
family, detached subdivision, multi-family lot & commercial development on 116± acres
located at the southwest corner of County Road 371 & N. Powell Parkway.
The request for MF District and C-2 District zoning is not in conformance with the Anna
2050 Future Land Use Plan. Two of the three proposed lot types in the MD district are in
line with the Cluster Residential place type of the Anna 2050 Future Land Use Plan.
RECOMMENDATION:
The Planning & Zoning Commission shall make a recommendation to City Council:
i) To approve the rezoning, or
ii) To deny the rezoning, or
iii) To approve the rezoning with conditions.
If the Planning & Zoning Commission votes in favor of the request, below are
recommended restrictions of the applicants’ zoning request:
1. Single-Family Residential Portion:
All zoning regulations, standards, uses, requirements, and processes for the
Mixed Density Residential (MD) District of the City of Anna Zoning Ordinance
adopted on 8/22/23 as it exists or may be amended shall apply to the Planned
Development except as follows:
a. Approximately 82 acres of the tract shall make up the Single-Family
Residential Portion as shown on the Concept Plan.
b. The maximum number of single-family dwellings permitted shall be 375.
i. Type A: 40’ lot width – Maximum of 115 lots
ii. Type B: 50’ lot width – Minimum of 170 lots
iii. Type C: 60’ or greater lot width – Minimum of 50 lots
c. Single-family, attached and two-family dwellings shall require approval of a
specific use permit.
e. Park areas and common areas are to be maintained by the Homeowners
Association (HOA).
Page 9 of 10
f. The northern common area at the primary entrance shall be the only common
area defined as a Major Focal Point. On-street parking shall be utilized to meet
the minimum of five (5) parking spaces required. No additional parking will be
required.
g. Street intersections shall be within 10° of perpendicular.
h. A 10’ Hike and Bike Trail will be required along West Crossing Boulevard and
County Road 371.
2. Commercial and Multi-Family Portion:
All zoning regulations, standards, uses, requirements, and processes for the
Multi-Family (MF) District and the Regional Commercial (C-2) District of the City
of Anna Zoning Ordinance adopted on 8/22/23 as it exists or may be amended
shall apply to the Planned Development except as follows:
a. Approximately 34 acres of the tract shall make up the Commercial and Multi -
Family Portion as shown on the Concept Plan.
b. The maximum density of the multifamily residential shall be 25 units per acre
with a maximum of 500 units.
c. Open Space:
i. Location and dimensions of the open space depicted on the Concept
Plan are conceptual and subject to change. Detention areas, landscape
buffers, easements, and amenity centers shall count towards the minimum
open space requirements.
ii. The multi-family open space calculation will be based on a per acre
basis with a minimum of fifteen (15) percent of the gross area to be
utilized as open space.
iii. Minimum twenty (20) foot landscape buffer shall be required when
adjacent to single-family residential districts.
d. Uses permitted within the commercial tract are those permitted within the
Regional Commercial (C-2) District of the current Zoning Ordinance as it exists
and as amended.
e. Uses prohibited within the commercial tract are listed below.
CBD store
Hookah lounge
Cemetery
Gas metering station
Wind energy conversion system
Page 10 of 10
3. General Conditions and Restrictions:
a. The residential land plan depicted on the Concept Plan is conceptual and
subject to change. Revisions to the plan that do not change the general lot
layout, or change the general street configuration and pattern, and which adhere
in all aspects to the restrictions of the PD, shall not constitute an amendment of
the PD, or require the submittal and approval of a revised plan prior to the
submittal of a preliminary plat.
b. The multi-family and commercial site plan depicted on the Concept Plan is
conceptual and subject to change. Any revisions to the concept plan which
adhere in all aspects to the restrictions of the PD, shall not constitute an
amendment of the PD.
c. Revisions to the boundary between the residential, multi-family, and
commercial tracts within 10% of what is proposed in this PD will not constitute an
amendment of the PD.
d. Phasing of the development may occur, provided the subdivision rules and
regulations are adhered to unless superseded by the PD or waived by the City
Staff, Planning & Zoning Commission, and/or City Council, as applicable.
kimley-horn.com 6160 Warren Parkway, Suite 210 Frisco, TX 75034 972 335 3580
March 1, 2024
City of Anna Planning and Development
P.O. Box 776
Anna, Texas 75409
RE: Cox Tract Planned Development Justification Memo
Single-Family, Base Zoning MD Variances
Major Focal Point Parking
o Request for the minimum of five (5) parking spaces required at a Major Focal Point to
be obtained by on-street parking.
o Justification: The northern common area is bordered by all residential streets with a
50’ right-of-way that allows for street parking. Approximately twenty-five (25) parking
spaces could be obtained through street parking. By allowing the street parking to
meet the parking requirements for the Major Focal Points, this common area will be
able to maximize the dedicated open space that will be more desirable for the
residents.
Multi-Family, Base Zoning MF Variances:
Open Space
o Request for the minimum open space requirements to be 15% of the gross area.
o Justification: The minimum open space requirement of 15% is requested to provide
flexibility in the site plan for multi-family. Large regional detention area will provide
significant open space. We believe this provides an appropriate density and is in
conformance with the Comprehensive Plan’s Urban Living place type as is intended
through the multi-family residential district zoning.
Lexi B. Cassels, P.E.
TBPE Registration No. F928
cc: Howard Joseph Cox Jr. & 3 Monkeys LLC
Exhibit D
Authorized Improvements and Budgeted Costs
Exhibit E
Off-Site Roadway Improvements
Exhibit F
Open Space and Trail Improvements
Exhibit G
PID Financial Summary
City of Anna, Texas For illustration purposes only
Cox Tract Public Improvement District
PROPOSED DEVELOPMENT PLAN
Expected Expected Expected Expected
Finished Lot Build Out Finished Build Out
Category No. of Units Unit Value Unit Value Lots Value Value
SF 40'94 84,000$ 390,000$ 7,896,000$ 36,660,000$
SF 50'181 105,000 445,000 19,005,000 80,545,000
SF 60'48 126,000 505,000 6,048,000 24,240,000
323 32,949,000$ 141,445,000$
Single Family Unit Weighted Average…............................$102,009 $437,910
Notes:
Information provided by the Developer on 5/1/2024. Subject to change.
TOTAL COX TRACT PROJECT
Hilltop Securities Inc.Page 1 of 4 5/8/2024
City of Anna, Texas For illustration purposes only
Cox Tract Public Improvement District
PROJECT DEBT CAPACITY SUMMARY
PID BONDS
SOURCES OF FUNDS
Estimated Par Amount of Bonds 17,153,000$
Other Sources 7,362,810
Total Sources of Funds 24,515,810$
USES OF FUNDS
Project Fund (Bond Proceeds PID Projects)14,295,000$
Other Project Funds (Non-Bond Proceeds PID Projects)7,362,810
Capitalized Interest Fund(1)-
Debt Service Reserve Fund(2)1,321,999
Financing Costs & Admin Fees(3)1,536,001
Total Uses of Funds 24,515,810$
Expected Value-to-Lien per Parcel at Bond Issuance(4)1.92x
Assumed Bond Interest Rate(5)6.27%
Average Annual Installment as Tax Rate Equivalent $0.9896
Term of Bonds 30 years
Number of Benefited Units 323
PID Assessment per Benefited Unit $53,105
Project Funds per Benefited Unit $44,257
City PID Fee per SF Unit ($3,400)
Net Project Funds per Benefited Unit $40,857
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.
Hilltop Securities Inc.Page 2 of 4 5/8/2024
City of Anna, Texas For illustration purposes only
Cox Tract Public Improvement District
PROJECTED TAX STATEMENT
Tax Tax Tax
2023 Levy on Levy on Levy on
Tax $390,000 $445,000 $505,000
Rate 40' Home 50' Home 60' Home
City of Anna $ 0.5107 1,991.80$ 2,272.69$ 2,579.12$
Collin County 0.1493 582.44 664.58 754.18
Collin County Community College District 0.0812 316.76 361.43 410.16
Anna Independent School District 1.2575 4,904.25 5,595.88 6,350.38
Total Tax Rate 1.9988$ 7,795.24$ 8,894.57$ 10,093.84$
GROSS Avg. Annual Installment as a Tax Rate Equivalent/Levy(1)0.9896$ 3,859.36$ 4,403.62$ 4,997.37$
Total GROSS Overlapping Tax Rate Equivalent/Levy plus Special Assessment 2.9884$ 11,654.60$ 13,298.19$ 15,091.21$
(1) Inclusive of principal, interest, additonal interest and admin levies. Not to exceed $0.99 per Development Agreement.
Projected Tax Statement
Hilltop Securities Inc.Page 3 of 4 5/8/2024
City of Anna, Texas For illustration purposes only
Cox Tract Public Improvement District
PID BONDS DEBT CAPACITY
Total Levy
Additional as
Bond Interest Administrative TOTAL Tax Rate
Year Principal Interest(1) Levy(2) Levy(3)LEVY Equivalent
1 199,000$ 1,075,493$ 85,765$ 40,000$ 1,400,258$ 0.9900$
2 211,000 1,063,016 84,770 40,800 1,399,586 0.9895
3 225,000 1,049,786 83,715 41,616 1,400,117 0.9899
4 239,000 1,035,679 82,590 42,448 1,399,717 0.9896
5 254,000 1,020,693 81,395 43,297 1,399,386 0.9893
6 271,000 1,004,768 80,125 44,163 1,400,056 0.9898
7 288,000 987,776 78,770 45,046 1,399,592 0.9895
8 307,000 969,718 77,330 45,947 1,399,996 0.9898
9 327,000 950,469 75,795 46,866 1,400,131 0.9899
10 348,000 929,966 74,160 47,804 1,399,930 0.9897
11 370,000 908,147 72,420 48,760 1,399,327 0.9893
12 394,000 884,948 70,570 49,735 1,399,253 0.9893
13 420,000 860,244 68,600 50,730 1,399,574 0.9895
14 448,000 833,910 66,500 51,744 1,400,154 0.9899
15 477,000 805,820 64,260 52,779 1,399,860 0.9897
16 508,000 775,913 61,875 53,835 1,399,622 0.9895
17 541,000 744,061 59,335 54,911 1,399,307 0.9893
18 577,000 710,140 56,630 56,010 1,399,780 0.9896
19 615,000 673,962 53,745 57,130 1,399,837 0.9897
20 655,000 635,402 50,670 58,272 1,399,344 0.9893
21 699,000 594,333 47,395 59,438 1,400,166 0.9899
22 745,000 550,506 43,900 60,627 1,400,033 0.9898
23 794,000 503,795 40,175 61,839 1,399,809 0.9896
24 846,000 454,011 36,205 63,076 1,399,292 0.9893
25 902,000 400,967 31,975 64,337 1,399,279 0.9893
26 962,000 344,411 27,465 65,624 1,399,500 0.9894
27 1,026,000 284,094 22,655 66,937 1,399,685 0.9896
28 1,094,000 219,764 17,525 68,275 1,399,564 0.9895
29 1,167,000 151,170 12,055 69,641 1,399,866 0.9897
30 1,244,000 77,999 6,220 71,034 1,399,253 0.9893
17,153,000$ 21,500,959$ 1,714,590$ 1,622,723$ 41,991,272$
(1) Assumes an interest rate of 6.27% for discussion purposes only, subject to change.
(2) Calculated at 0.5% of outstanding bonds.
(3) For illustration purposes only, subject to change after input from PID Administrator. Assumes one
improvement area only; subject to change.
PID Bonds
Hilltop Securities Inc.Page 4 of 4 5/8/2024
E?,h1btA-
CITY OF ANNA, TEXAS
RESOLUTION NO. ;t Q 2 y- 0 5 --1(v 2 2
A RESOLUTION OF THE CITY OF ANNA, TEXAS APPROVING THE COX TRACT
DEVELOPMENT AGREEMENT WITH ROCKHILL CONTRACTS I, LLC, RELATING
TO DEVELOPMENT OF PROPERTY FOR A MIXED USE DEVELOPMENT
WHEREAS, Rockhill Contracts I, LLC (the "Developer") owns approximately 82.567 acres
of real property located in the municipal boundaries of the City, in Collin County, Texas, (the
"Property"); and
WHEREAS, the City Council and the Developer intend that the Property be developed in
accordance with the Cox Tract Development Agreement (the "Agreement") attached hereto as
Exhibit 1; and
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
ANNA, TEXAS THAT:
Section 1. Recitals Incorporated.
The recitals above are incorporated herein as if set forth in full for all purposes.
Section 2. Approval and Authority to Execute
The City Council hereby approves the Cox Tract Development Agreement, attached hereto as
Exhibit 11 and authorizes the Mayor's execution of the same. The Mayor and/or City Manager are
hereby authorized to execute all documents and take all other actions necessary to finalize, act
under, and enforce the Agreement.
PASSED by the City Council of the City of Anna, Texas, on this 14'b day of May 2024.
ATTESTED:
DePw+�G;+� 5ec�e
Se ova.nrva R"t d
IE ary OF r PROVED: /
1i T + �j
rexns * 7/ C�CG
1913 x
* ate Pike, Mayor
Collin County
BIIIIIIIIIIBI�lO Honorable Stacey Kemp
Collin
Instrument Number: 2024000059346
Real Property
AGREEMENT
Recorded On: May 17, 2024 11:00 AM
Number of Pages: 79
" Examined and Charged as Follows: "
Total Recording: $333.00
***°'******* THIS PAGE IS PART OF THE INSTRUMENT ***********
Any provision herein which restricts the Sale, Rental or use of the described REAL PROPERTY
because of color or race is invalid and unenforceable under federal law.
File Information:
Document Number: 2024000059346
Receipt Number: 20240517000363
Recorded Date/Time:
User:
Station:
May 17, 2024 11:00 AM
Kacy M
Station 10
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