Loading...
HomeMy WebLinkAbout2024-06-25 Work Session & Regular Meeting Packet AGENDA City Council Work Session Tuesday, June 25, 2024 @ 5:30 PM CANCELED This is to certify that I, Carrie L. Land, City Secretary, posted this Agenda on the City’s website (www.annatexas.gov) and at the Anna Municipal Complex bulletin board at or before 5:00 p.m. on 06/20/2024. ____________________________ Carrie L. Land, City Secretary AGENDA City Council Meeting Tuesday, June 25, 2024 at 6:00 PM Anna Municipal Complex - Council Chambers 120 W. 7th Street, Anna, Texas 75409 The City Council of the City of Anna will meet on 6/25/2024 at 6:00 PM in the Anna Municipal Complex-Council Chambers, located at 120 W. 7th Street, to consider the following items. Welcome to the City Council meeting. If you wish to speak on an Open Session agenda item, please fill out the Opinion/Speaker Registration Form and turn it in to the City Secretary before the meeting starts. 1. Call to Order, Roll Call, and Establishment of Quorum. 2. Invocation and Pledge of Allegiance. 3. Neighbor Comments. At this time, any person may address the City Council regarding an item on this meeting Agenda that is not scheduled for public hearing. Also, at this time, any person may address the City Council regarding an item that is not on this meeting Agenda. Each person will be allowed up to three (3) minutes to speak. No discussion or action may be taken at this meeting on items not listed on this Agenda, other than to make statements of specific information in response to a citizen’s inquiry or to recite existing policy in response to the inquiry. 4. Reports. Receive reports from Staff or the City Council about items of community interest. Items of community interest include: expressions of thanks, congratulations, or condolence; information regarding holiday schedules; an honorary or salutary recognition of a public official, public employee, or other citizen (but not including a change in status of a person's public office or public employment); a reminder about an upcoming event organized or sponsored by the governing body; information regarding a social, ceremonial, or community event organized or sponsored by an entity other than the governing body that was attended or is scheduled to be attended by a member of the governing body or an official or employee of the municipality; and announcements involving an imminent threat to the public health and safety of people in the municipality that has arisen after the posting of the Agenda. a. Recognition of outgoing Council Member Randy Atchley. (City Manager Ryan Henderson) b. City Secretary to administer the Oath of Office to newly Elected Council Member Kelly Herndon. (City Secretary Carrie Land) 5. Work Session. a. Receive a staff presentation on Capital Improvement Plan Updates for roads in the City of Anna, Texas. (Assistant City Manager Greg Peters, P.E.) 6. Consent Items. These items consist of non-controversial or "housekeeping" items required by law. Items may be considered individually by any Council Member making such request prior to a motion and vote on the Consent Items. a. Approve City Council Meeting Minutes for June 11, 2024 and June 20, 2024. (City Secretary Carrie Land) b. Review Minutes of the May 9, 2024, Joint Community Development Corporation and Economic Development Corporation Board Meetings. (Director of Economic Development Bernie Parker) c. Review Monthly Financial Report for the Month Ending May 31, 2024. (Budget Manager Terri Doby) d. Approve a Resolution authorizing the City Manager to execute a Contract with WSB for the material testing of the Hurricane Creek Wastewater Interceptor Phase 1 Project. (CIP Manager Justin Clay) e. Approve a Resolution authoring the City Manager to execute a Memorandum of Agreement with Anna Group, LLC, for the acquisition of sanitary sewer easements necessary for the construction of the Hurricane Creek Trunk Sewer project. (CIP Manager Justin Clay) f. Approve a Resolution approving a Preliminary Limited Offering Memorandum for the Sale of “City of Anna, Texas Special Assessment Revenue Bonds, Series 2024 (Meadow Vista Public Improvement District Improvement Area #1 Project) (Director of Economic Development Bernie Parker) g. Approve a Resolution approving the Anna Community Development Corporation’s amendment to its 2023-2024 Fiscal Year Budget. (Director of Economic Development Bernie Parker) 7. Items For Individual Consideration. a. Conduct a Public Hearing/Consider/Discuss/Action on an Ordinance to rezone 0.22± acres located at the southwest corner of W. 4th Street & S. Powell Parkway from Commercial (C-1) District within the Thoroughfare (THOR) Overlay District to Downtown Core (DT/CE). (Planning Manager Lauren Mecke) b. Conduct a Public Hearing/Consider/Discuss/Action on an Ordinance to rezone 28± acres from SF-E Single Family Residential- Large Lot to Regional Commercial (C-2), located at the southeast corner of Rosamond Parkway and U.S. Highway 75. (Planning Manager Lauren Mecke) c. Conduct a Public Hearing/Consider/Discuss/Action on an Ordinance for a request to rezone 59.1± acres from Single-Family Residential – Large Lot (SF-E) to Planned Development for multi-family, single-family, commercial, and industrial development. Located on the northwest and southwest corner of County Road 423 and Powell Parkway. (Planning Manager Lauren Mecke) d. Consider/Discuss/Action on a Resolution approving the Powell Corners, Concept Plan. (Planning Manager Lauren Mecke) e. Conduct a Public Hearing/Consider/Discuss/Action on an Ordinance to amend the Future Land Use Designation Place Type in the Future Land Use Plan of the Anna 2050 Comprehensive Plan of 20.5± acres located on North Powell Parkway from Ranching & Agriculture and Community Commercial to Regional Activity Center. (Planning Manager Lauren Mecke) f. Conduct a Public Hearing/Consider/Discuss/Action on an Ordinance to rezone 20.5± acres located on N. Powell Parkway from SF-E Single-Family Residential - Large Lot to Multi-Family (MF) & Regional Commercial (C-2). (Planning Manager Lauren Mecke) g. Consider/Discuss/Action on a Resolution approving the Anna 23, Concept Plan. (Planning Manager Lauren Mecke) h. Consider/Discuss/Action on a Resolution authorizing the City Manager to execute a contract with Blue Star Utilities to construct the Hurricane Creek Wastewater Interceptor Line. (CIP Manager Justin Clay) i. Conduct a first reading of a Resolution approving a project of the Anna Community Development Corporation involving a purchase and sale contract with leasebacks for property owned by Bengal Anna Plaza, LLC, a Texas limited liability company, and Faizur Rahman located along or near State Highway 5. (Director of Economic Development Bernie Parker) j. Conduct a second reading of a Resolution approving a project of the Anna Community Development Corporation involving a purchase and sale contract with leasebacks for property owned by Bengal Anna Plaza, LLC, a Texas limited liability company, and Faizur Rahman located along or near State Highway 5. (Director of Economic Development Bernie Parker) k. Consider/Discuss/Action on a Resolution approving a project of the Anna Community Development Corporation involving a purchase and sale contract with leasebacks for property owned by Bengal Anna Plaza, LLC, a Texas limited liability company, and Faizur Rahman located along or near State Highway 5. (Director of Economic Development Bernie Parker) l. Consider/Discuss/Action on a Resolution accepting the FY2023 Audit. (Finance Director Aimee Rae Ferguson) m. Consider/Discuss/Action on Appointment of Board and Commission liaisons. (City Secretary Carrie Land) 8. Closed Session (Exceptions). Under Tex. Gov't Code Chapter 551, the City Council may enter into Closed Session to discuss any items listed or referenced on this Agenda under the following exceptions: a. Consult with legal counsel regarding pending or contemplated litigation and/or on matters in which the duty of the attorney to the governmental body under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas clearly conflicts with Chapter 551 of the Government Code (Tex. Gov’t Code §551.071). Land development matter. City ordinances. b. Discuss or deliberate the purchase, exchange, lease, or value of real property (Tex. Gov’t Code §551.072). c. Discuss or deliberate Economic Development Negotiations: (1) To discuss or deliberate regarding commercial or financial information that the City has received from a business prospect that the City seeks to have locate, stay, or expand in or near the territory of the City of Anna and with which the City is conducting economic development negotiations; or (2) To deliberate the offer of a financial or other incentive to a business prospect described by subdivision (1). (Tex. Gov’t Code §551.087). d. Discuss or deliberate personnel matters (Tex. Gov’t Code §551.074). Council liaison positions The Council further reserves the right to enter into Executive Session at any time throughout any duly noticed meeting under any applicable exception to the Open Meetings Act. 9. Consider/Discuss/Action on any items listed on any agenda - work session, regular meeting, or closed session - that is duly posted by the City of Anna for any City Council meeting occurring on the same date as the meeting noticed in this agenda. 10. Adjourn. This is to certify that I, Carrie L. Land, City Secretary, posted this Agenda on the City’s website (www.annatexas.gov) and at the Anna Municipal Complex bulletin board at or before 5:00 p.m. on 6/21/2024. _______________________________ Carrie L. Land, City Secretary Item No. 4.a. City Council Agenda Staff Report Meeting Date: 6/25/2024 Staff Contact: AGENDA ITEM: Recognition of outgoing Council Member Randy Atchley. (City Manager Ryan Henderson) SUMMARY: The report before Council is a recognition of Randy Atchley and his service towards the City of Anna. FINANCIAL IMPACT: This item has no financial impact. BACKGROUND: The report before Council is a recognition of Randy Atchley and his service towards the City of Anna. STRATEGIC CONNECTIONS: This item has no strategic connection. ATTACHMENTS: Item No. 4.b. City Council Agenda Staff Report Meeting Date: 6/25/2024 Staff Contact: AGENDA ITEM: City Secretary to administer the Oath of Office to newly Elected Council Member Kelly Herndon. (City Secretary Carrie Land) SUMMARY: The report before Council is to swear-in newly elected Councilwoman Kelly Herndon. FINANCIAL IMPACT: This item has no financial impact. BACKGROUND: The report before Council is to swear-in newly elected Councilwoman Kelly Herndon. STRATEGIC CONNECTIONS: This item has no strategic connection. ATTACHMENTS: Item No. 5.a. City Council Agenda Staff Report Meeting Date: 6/25/2024 Staff Contact: Gregory Peters AGENDA ITEM: Receive a staff presentation on Capital Improvement Plan Updates for roads in the City of Anna, Texas. (Assistant City Manager Greg Peters, P.E.) SUMMARY: Staff will provide a presentation on the status of capital roadway projects, including completed projects, active projects, and proposed projects to receive funding in FY24- 25. FINANCIAL IMPACT: None at this time. The projects selected for funding will be included in the FY24-25 Budget. BACKGROUND: The City is responsible for managing the design and construction of roadway improvement projects in the City of Anna. Roadway improvement projects include the expansion of existing roads with additional lanes, the replacement of existing roads in poor condition, and the construction of new roads. STRATEGIC CONNECTIONS: This item supports the City of Anna Strategic Plan, specifically advancing the strategic outcome area: Resilient. ATTACHMENTS: Item No. 6.a. City Council Agenda Staff Report Meeting Date: 6/25/2024 Staff Contact: AGENDA ITEM: Approve City Council Meeting Minutes for June 11, 2024 and June 20, 2024. (City Secretary Carrie Land) SUMMARY: FINANCIAL IMPACT: BACKGROUND: STRATEGIC CONNECTIONS: ATTACHMENTS: 1. CCmin2024-06-11 Work Session 2. CCmin2024-06-11 3. CCmin2024-06-20 Special Meeting City Council Work Session Meeting Minutes Tuesday, June 11, 2024 @ 5:30 PM Anna Municipal Complex - Council Chambers 120 W. 7th Street, Anna, Texas 75409 The City Council of the City of Anna met in Closed Session on 6/11/2024 at 5:30 PM, in the Anna Municipal Complex - Council Chambers, located at 120 W. 7th Street, to consider the following items. 1. Call to Order, Roll Call, and Establishment of Quorum. Mayor Cain called the meeting to order at 5:31 PM. Members Present: Mayor Pete Cain Mayor Pro Tem Stan Carver II Council Member Kevin Toten Council Member Lee Miller Members Absent: Deputy Mayor Pro Tem Elden Baker 2. Closed Session (Exceptions). Under Tex. Gov't Code Chapter 551, the City Council may enter into Closed Session to discuss any items listed or referenced on this Agenda under the following exceptions: a. Consult with legal counsel regarding pending or contemplated litigation and/or on matters in which the duty of the attorney to the governmental body under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas clearly conflicts with Chapter 551 of the Government Code (Tex. Gov’t Code §551.071). b. Discuss or deliberate the purchase, exchange, lease, or value of real property (Tex. Gov’t Code §551.072). c. Discuss or deliberate Economic Development Negotiations: (1) To discuss or deliberate regarding commercial or financial information that the City has received from a business prospect that the City seeks to have locate, stay, or expand in or near the territory of the City of Anna and with which the City is conducting economic development negotiations; or (2) To deliberate the offer of a financial or other incentive to a business prospect described by subdivision (1). (Tex. Gov’t Code §551.087). d. Discuss or deliberate personnel matters (Tex. Gov’t Code §551.074). e. Section 551.076 and 551.089 - Deliberation Regarding Security Devices or Security Audits - (1) the deployment, or specific occasions for implementation, of security personnel or devices; or (2) a security audit; (3) security assessments or deployments relating to information resources technology; (4) network security information as described by Section 2059.055(b) of the Texas Government Code; or (5) the deployment, or specific occasions for implementation, of security personnel, critical infrastructure, or security devices. MOTION: Council Member Toten moved to enter closed session. Council Member Miller seconded. Motion carried 4-0. Mayor Cain recessed the meeting at 5:34 PM. Mayor Cain reconvened the meeting at 6:02 PM. 3. Consider/Discuss/Action on any items listed on any agenda - work session, regular meeting, or closed session - that is duly posted by the City of Anna for any City Council meeting occurring on the same date as the meeting noticed in this agenda. No action taken. 4. Adjourn. Mayor Cain adjourned the meeting at 6:02 PM. Approved on the 25th day of June 2024 _______________________________ ATTEST: Mayor Pete Cain _______________________________ City Secretary Carrie L. Land Regular City Council Meeting Meeting Minutes Tuesday, June 11, 2024 @ 6:00 PM Anna Municipal Complex - Council Chambers 120 W. 7th Street, Anna, Texas 75409 The City Council of the City of Anna met on June 11, 2024 at 6:00 PM in the Anna Municipal Complex-Council Chambers, located at 120 W. 7th Street, to consider the following items. 1. Call to Order, Roll Call, and Establishment of Quorum. Mayor Cain called the meeting to order at 6:02 PM. Members Present: Mayor Pete Cain Mayor Pro Tem Stan Carver II Council Member Kevin Toten Council Member Jody Bills Council Member Randy Atchley Council Member Lee Miller Members Absent: Deputy Mayor Pro Tem Elden Baker 2. Invocation and Pledge of Allegiance. Council Member Bills led the Invocation and Pledge of Allegiance. 3. Neighbor Comments. Dr. Elvira White-Lewis, Rhonda Lavella, and Chelsea Karlin spoke about the Anna Ranch Development, Brightland Homes, the state of construction, trash, the quality of the homes, and lack of amenities. Susan Kembol spoke about the Anna Ranch builders disconnecting the water due to a busted pipe. They were not notified, and had no way of getting a hold of them. 4. Reports. a. Spring 2024 Neighbor Academy Recognition. (Assistant to the City Manager Kimberly Winarski) Anna's Neighbor Academy is a program designed for neighbors to learn more about the City of Anna and ways to become more involved in local government. Each cohort includes neighbors who are either new to civic engagement or have been actively volunteering in their neighborhood or with the city. This ten-session academy takes neighbors “behind the scenes” of city operations, programs, and initiatives. Participants are empowered to take action by planning and completing a community service project at the end of the program. The vision is for Neighbor Academy to be a cornerstone of citizen engagement and a springboard for many of our future leaders. Recognized the completion of the fifth cohort of Neighbor Academy. Classes began on March 21 and concluded May 23. City Manager Ryan Henderson introduced the new Development Services Director, Stephanie Scott-Sims. Mayor Pro Tem Carver announced that this Friday, June 14th, we will have a Job Fair, in conjunction with Texas Workforce, from 9:00 AM to 2:00 PM here at the Municipal Complex. Saturday, June 15th, is the last day to vote. The website for Parks and Recreation is updated, featuring the upcoming summer activities for all ages. 5. Consent Items. a. Approve City Council Meeting Minutes for May 28, 2024. (City Secretary Carrie Land) b. Review minutes for the March 28, 2024, Parks Advisory Board Meetings. (Director of Neighborhood Services Marc Marchand) c. Approve a Resolution waiving the requirements of Article 9.07 Tree Preservation for development and construction of John Flavel Greer Park. (Planning Manager Lauren Mecke) Upon receiving a request for a waiver, Article 9.07 (Tree Preservation) requires the Tree Board to provide a recommendation and City Council to make a determination regarding the waiver. John Flavel Greer Park, is land to be dedicated as a public, city park as part of the Woods at Lindsey Place subdivision. Parks Planning Manager Dalan Walker has been working with consultants for the planning of the park. There is significant areas of tree canopy being preserved within the park and removal of trees would be for trails, parking lots, as well as drainage and utility easements. Parks are not exempt from Tree Preservation Plan requirements. The Tree Preservation Plan primarily consists of a tree survey that allows staff to review a site to determine if tree mitigation is required. The following areas are exempt from tree mitigation requirements within nonresidential development: (A) Install and maintain any utility lines; (B) Dedicate public right-of-way; (C) Construct any public or private streets and associated sidewalk at the minimum required width only; (D) Provide any required easement up to the minimum width needed to accommodate the required service; (E) Construct any fire lanes at the minimum required width only; (F) Construct any sidewalks at the minimum required width only; (G) Construct swimming pools; (H) Construct any hike/bike/equestrian trails; (I) Construct any portions of a golf course, park playing field, equestrian center, or school playing field but not including buildings, additional parking, club houses, or ancillary buildings; or (J) Construct of required drainage structures, including detention and retention basins, and including transitional slopes at the maximum slope allowed by standard city engineering practices and policies. The regulations allow for a tree survey to exclude the requirement to survey any tree within preservation areas (unless receiving tree credits) and exemption areas, but would only exempt the fire lane and not the whole parking lot. A majority of the site is being preserved and could earn tree credits that would offset the removal of trees within the parking lot. At the May 6, 2024 meeting, the Tree Board recommended approval to waive the requirements of Article 9.07 Tree Preservation for John Flavel Greer Park. A RESOLUTION OF THE CITY OF ANNA, TEXAS APPROVING A WAIVER FROM THE REQUIREMENTS OF ARTICLE 9.07 (TREE PRESERVATION) FOR DEVELOPMENT & CONSTRUCTION OF JOHN FLAVEL GREER PARK. d. Approve a Resolution regarding the Family Time Away Place, Final Plat (Planning Manager Lauren Mecke) Four lots on 5.5± acres located on the north side of Winding Oaks Trail, 2,120± feet east of County Road 376. Located in the Extraterritorial Jurisdiction (ETJ). The purpose of this plat is to create four lots from one tract of land. ISSUE: The property as it exists today does not conform to the City’s Subdivision Regulations pertaining to street frontage of a lot. §9.02.087 Lots (b) Minimum frontage on a public street. Each lot on a subdivision plat shall front onto a dedicated, improved public street, unless platted as an approved private street subdivision in accordance with these subdivision regulations. All lots shall have a minimum of 40 feet of frontage along the property line of a dedicated, improved street unless other provisions have been authorized under article 9.04 or an approved planned development district. The existing property and 10 surrounding properties have an existing, shared road, utility, fire lane, and drainage easement. The existing easement meets the intent of a dedicated private road. At the June 3, 2024 meeting, the Planning & Zoning Commission recommended approval to waive the minimum frontage on a public street requirement of Article 9.02 Subdivision Regulations and approve the Family Time Away Place, Final Plat subject to additions and/or alterations to the engineering plans as required by the City Engineer and the on-site sewage facility review by Collin County Development Services. A RESOLUTION OF THE CITY OF ANNA, TEXAS APPROVING A FINAL PLAT OF FAMILY TIME AWAY PLACE, BLOCK A, LOTS 1-4, FINAL PLAT 6. Items For Individual Consideration. a. Consider/Discuss/Action on a Resolution authorizing the City Manager to execute documents for the acquisition of Hackberry Drive right-of-way and easements, finding that a public necessity exists of 1.707 acres of real property for a permanent Right-of-Way, and 0.268 of real property for a permanent drainage easement, and 0.115 acres of real property for a drainage easement, and 0.111 acres of real property for a permanent access easement all providing limited rights in a form approved by the City Attorney. (City Engineer Wes Lawson, P.E.) This item is related to the construction of Hackberry Drive east of Buddy Hayes Bvld. The right-of-way, access easement, and drainage easements are required in order to provide for the construction, installation, and long- term maintenance of the road. This is a critical infrastructure project which will provide an east-west minor arterial roadway corridor east of US 75. Hackberry Drive is shown as a minor arterial roadway in the Master Thoroughfare Plan and the 10-year Capital Improvement Plan for the City of Anna, and is required in order to provide a major transportation corridor east of US 75. In accordance with the development agreement for Meadow Vista, the City is contractually obligated to acquire right-of-way and easements for off-site infrastructure if the developer is not able to reach an agreement with adjacent landowners. The attached resolution is a necessary step in the process to provide staff direction and authority to complete negotiations with the landowner for the acquisition. There is specific language which must be read into the motion should the City Council choose to approve this item. The language has been printed and provided to the City Council for their consideration. MOTION: Council Member Toten moved to approve a Resolution authorizing the City Manager to execute documents for the acquisition of Hackberry Drive right-of-way and easements, finding that a public necessity exists of 1.707 acres of real property for a permanent Right-of-Way, and 0.268 of real property for a permanent drainage easement, and 0.115 acres of real property for a drainage easement, and 0.111 acres of real property for a permanent access easement all providing limited rights in a form approved by the City Attorney. Council Member Bills seconded. Motion carried 6-0. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ANNA, TEXAS, FINDING THAT A PUBLIC NECESSITY EXISTS FOR ACQUISITION OF A PERMANENT RIGHT OF WAY ON AND UNDER 1.707 ACRES OF REAL PROPERTY, A PERMANENT DRAINAGE EASEMENT PROVIDING LIMITED RIGHTS ON AND UNDER 0.268 ACRES OF REAL PROPERTY, A PERMANENT DRAINAGE EASEMENT PROVIDING LIMITED RIGHTS ON AND UNDER 0.115 ACRES OF REAL PROPERTY, AND A PERMANENT ACCESS EASEMENT PROVIDING LIMITED RIGHTS ON AND UNDER 0.111 ACRES OF REAL PROPERTY MORE OR LESS; AUTHORIZING THE CITY MANAGER, STAFF, CONTRACTORS, AND THE CITY’S ATTORNEYS TO ACQUIRE SAID EASEMENTS BY ANY LAWFUL MEANS, INCLUDING BUT NOT LIMITED TO NEGOTIATIONS, AND, IF NECESSARY, PROCEEDINGS IN EMINENT DOMAIN; PROVIDING AN EFFECTIVE DATE. b. Consider/Discuss/Action of a Resolution Adopting and Directing Publication of a Notice of Intention to Issue up to $25,000,000 in Combination Tax and Revenue Certificates of Obligation, Series 2024 to Provide Funds for Public Safety, Public Works, and Utility System Projects; and Resolving other Matters Relating to the Subject. (City Manager Ryan Henderson). Anna continues to see our needs for City facilities expand as we continue to grow. One means of financing large capital projects is through the use of municipal debt. Bonds are the most common type of municipal debt. In the City of Anna, debt is used to fund roads, facilities, parks, equipment and water and sewer infrastructure. The City's Financial Advisors provided a presentation with a plan of finance for Combination Tax and Revenue Certificates of Obligation (CO) bonds for Council consideration. The presentation included proposed projects and a schedule for the sale. The issuance of tax-supported debt has an impact on the property tax rate as a city must set the Interest and Sinking (I&S) portion to meet the City’s annual bonded debt payments. Additionally, expanding City facilities will have an impact on future operating budgets. MOTION: Mayor Pro Tem Carver moved to approve. Council Member Toten seconded. Motion carried 6-0. RESOLUTION DIRECTING PUBLICATION OF NOTICE OF INTENTION TO ISSUE UP TO $25,000,000 IN COMBINATION TAX AND REVENUE CERTIFICATES OF OBLIGATION TO PROVIDE FUNDS FOR PUBLIC SAFETY, PUBLIC WORKS, AND UTILITY SYSTEM PROJECTS; AND RESOLVING OTHER MATTERS RELATING TO THE SUBJECT c. Consider/Discuss/Action on a Resolution of The City Of Anna, Texas determining the costs of Certain Authorized Improvements to be financed by The Meadow Vista Public Improvement District for Improvement Area #1 thereof; approving a Preliminary Service Plan and Assessment Plan, including Proposed Assessment Rolls for Improvement Area #1; Calling a Regular Meeting and Noticing a Public Hearing for July 9, 2024 to consider an Ordinance Levying Assessments on Property Located within Improvement Area #1 of Said District; Directing the filing of the Proposed Assessment Rolls with the City Secretary to make available for Public Inspection; Directing City Staff to Publish and Mail Notice of said Public Hearing; and Resolving other matters Incident and Related Thereto. (Director of Economic Development Bernie Parker). The City Council approved a Development Agreement with Bloomfield Homes on June 27, 2023, which stated that the city would use reasonable efforts to create a Public Improvement District (PID). Meadow Vista is a 763 SF lot development on 223 acres located along the future Hackberry Drive extension. On August 22nd, the City Council accepted the PID petition and set a public hearing for September 26. On September 26, 2023, the City Council passed and approved Resolution No. 2023- 09-1558 authorizing the establishment of the District in accordance with the PID Act, which authorization was effective upon the date the resolution was adopted in accordance with the provisions as required by the PID Act. The purpose of the District is to finance the Actual Costs of Authorized Improvements that confer a special benefit on approximately 223.154 acres located within the corporate limits of the City of Anna. The City will receive approximately $595,000 in PID fees, with the remaining amount being used as a credit to the developer for constructing the off-site Hackbery Drive extension. Staff recommended the City Council approve a Resolution determining the costs of certain authorized improvements to be financed by The Meadow Vista Public Improvement District; approving a Preliminary Service and Assessment Plan, and calling a regular meeting and Public Hearing on July 9, 2024 to Consider an Ordinance levying assessments on property located in The Meadow Vista Public Improvement District. Now that The Meadow Vista Public Improvement District has been created, the next step is a Resolution approving the costs of authorized improvements, approving a Preliminary Service and Assessment Plan, and calling a Public Hearing to levy assessments. MOTION: Council Member Toten moved to approve. Council Member Bills seconded. Motion carried 6-0. A RESOLUTION OF THE CITY OF ANNA, TEXAS DETERMINING THE COSTS OF CERTAIN AUTHORIZED IMPROVEMENTS TO BE FINANCED BY THE MEADOW VISTA PUBLIC IMPROVEMENT DISTRICT FOR IMPROVEMENT AREA #1 THEREOF; APPROVING A PRELIMINARY SERVICE PLAN AND ASSESSMENT PLAN, INCLUDING THE PROPOSED ASSESSMENT ROLL FOR IMPROVEMENT AREA #1; CALLING A REGULAR MEETING AND NOTICING A PUBLIC HEARING FOR JULY 9, 2024 TO CONSIDER AN ORDINANCE LEVYING ASSESSMENTS ON PROPERTY LOCATED WITHIN IMPROVEMENT AREA #1 OF SAID DISTRICT; DIRECTING THE FILING OF THE PROPOSED ASSESSMENT ROLL WITH THE CITY SECRETARY TO MAKE AVAILABLE FOR PUBLIC INSPECTION; DIRECTING CITY STAFF TO PUBLISH AND MAIL NOTICE OF SAID PUBLIC HEARING; AND RESOLVING OTHER MATTERS INCIDENT AND RELATED THERETO 7. Closed Session (Exceptions). Under Tex. Gov't Code Chapter 551, the City Council may enter into Closed Session to discuss any items listed or referenced on this Agenda under the following exceptions: a. Consult with legal counsel regarding pending or contemplated litigation and/or on matters in which the duty of the attorney to the governmental body under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas clearly conflicts with Chapter 551 of the Government Code (Tex. Gov’t Code §551.071). b. Discuss or deliberate the purchase, exchange, lease, or value of real property (Tex. Gov’t Code §551.072). c. Discuss or deliberate Economic Development Negotiations: (1) To discuss or deliberate regarding commercial or financial information that the City has received from a business prospect that the City seeks to have locate, stay, or expand in or near the territory of the City of Anna and with which the City is conducting economic development negotiations; or (2) To deliberate the offer of a financial or other incentive to a business prospect described by subdivision (1). (Tex. Gov’t Code §551.087). d. Discuss or deliberate personnel matters (Tex. Gov’t Code §551.074). e. Section 551.076 and 551.089 - Deliberation Regarding Security Devices or Security Audits - (1) the deployment, or specific occasions for implementation, of security personnel or devices; or (2) a security audit; (3) security assessments or deployments relating to information resources technology; (4) network security information as described by Section 2059.055(b) of the Texas Government Code; or (5) the deployment, or specific occasions for implementation, of security personnel, critical infrastructure, or security devices. MOTION: Council Member Toten moved to enter closed session. Council Member Atchley seconded. Motion carried 6-0. Mayor Cain recessed the meeting at 7:30 PM. Mayor Cain reconvened the meeting at 7:54 PM. 8. Consider/Discuss/Action on any items listed on any agenda - work session, regular meeting, or closed session - that is duly posted by the City of Anna for any City Council meeting occurring on the same date as the meeting noticed in this agenda. No action taken. 9. Adjourn. Mayor Cain adjourned the meeting at 7:54 PM. Approved on the 25th day of June 2024 _______________________________ ATTEST: Mayor Pete Cain _______________________________ City Secretary Carrie L. Land Regular City Council Meeting Meeting Minutes Thursday, June 20, 2024 @ 5:30 PM Anna Municipal Complex - Council Chambers 120 W. 7th Street, Anna, Texas 75409 The City Council of the City of Anna met on 6/20/2024 at 6:00 PM in the Anna Municipal Complex-Council Chambers, located at 120 W. 7th Street, to consider the following items. 1. Call to Order, Roll Call, and Establishment of Quorum. Mayor Cain called the meeting to order at 5:31 PM. Members Present: Mayor Pete Cain Mayor Pro Tem Stan Carver ll Council Member Lee Miller Members Absent: Deputy Mayor Pro Tem Elden Baker Council Member Kevin Toten Council Member Jody Bills Council Member Randy Atchley 2. Neighbor Comments. No comments given. 3. Items For Individual Consideration. a. Consider/Discuss/Action on an Ordinance Canvassing the June 15, 2024, Runoff Election. (City Secretary Carrie Land) A quorum of two City Council Members are required to canvass the election. Canvass is a mandatory, ministerial duty. Each local canvassing authority shall convene to conduct the local canvass at the time set by the canvassing authority’s presiding officer not later than the 11th day after the election. Section 67.004 provides that the presiding officer of the canvassing authority shall note the completion of the canvass in the minutes or in the recording required by Section 551.021 of the Government Code: City Council, Place 4 Kelly Herndon received 316 votes, being 59.40% of total votes. Bruce Norwood received 216 votes, being 40.60% of total votes. MOTION: Council Member Miller moved to approve. Mayor Pro Tem Carver seconded. Motion carried 3-0. 4. Adjourn. Mayor Cain adjourned the meeting at 5:33 PM. Approved on the 25th day of June 2024 _______________________________ ATTEST: Mayor Pete Cain _______________________________ City Secretary Carrie L. Land Item No. 6.b. City Council Agenda Staff Report Meeting Date: 6/25/2024 Staff Contact: Bernie Parker AGENDA ITEM: Review Minutes of the May 9, 2024, Joint Community Development Corporation and Economic Development Corporation Board Meetings. (Director of Economic Development Bernie Parker) SUMMARY: This item is for Council to review meeting minutes from the May 9, 2024 CDC/EDC Joint Board Meeting. FINANCIAL IMPACT: This item has no financial impact. BACKGROUND: The CDC/EDC met on May 9, 2024 for their monthly Joint Board Meeting. STRATEGIC CONNECTIONS: This item supports the City of Anna Strategic Plan, specifically advancing the strategic outcome area: Excellent. ATTACHMENTS: 1. May 9_2024 CDC EDC Joint Meeting Minutes (Signed) Item No. 6.c. City Council Agenda Staff Report Meeting Date: 6/25/2024 Staff Contact: Terri Doby AGENDA ITEM: Review Monthly Financial Report for the Month Ending May 31, 2024. (Budget Manager Terri Doby) SUMMARY: The City of Anna's financial policies require the publication of a financial report monthly. This report covers the financial performance for Fiscal Year 2024 through May 31, 2024. Enclosed in the report is an executive dashboard that provides a high level look at major funds along with detailed reporting of sales tax collections. The financial condition of the City remains strong and the reported funds adhere to fund balance requirements. FINANCIAL IMPACT: Information only. BACKGROUND: The FY2024 Budget was adopted on September 12, 2023. STRATEGIC CONNECTIONS: This item supports the City of Anna Strategic Plan, specifically advancing the strategic outcome area: Excellent. ATTACHMENTS: 1. FY2024 City Council Monthly Financial Report May Positive Positive variance compared to historical trends Warning Negative variance of 3%-5% compared to historical trends Negative Negative variance of >5% compared to historical trends FY2024 FY2024 % Budget YTD REVENUES General Fund Property Taxes 11,191,000$ 11,169,533$ 100%Property taxes are due in Jan. Sales Tax 4,293,000 2,924,411 68%Reflects seven month of remittances Franchise and Local Taxes 825,000 587,625 71%Franchise fees are collected quarterly. Charges for Services 730,000 1,016,573 139%Rental registrations are collected once per year. Fines 300,000 319,876 107% Permits, Licenses and Fees 4,330,000 4,174,321 96% Investment Income 500,000 799,381 160% Other Revenues 37,000 146,999 397% Revenue Total 22,206,000$ 21,138,719$ 95%With 67% of the year expired, revenues recorded in the General Ledger are at 95% of budget. EXPENDITURES General Fund Expense Total 22,205,696$ 15,418,498$ 69%With 67% of the year expired, expenses are 69% of budget. . Utility Fund REVENUES Water Sales 10,846,000$ 6,519,359$ 60%Water sales are traditionally lower in winter and spring and always dependent on weather. A rainy spring has lower sales. Wastewater Charges 7,718,000 5,021,280 65% Sanitation Revenue 2,300,000 2,310,078 100%Reflects higher than projected number of accounts. Other Charges for Services 628,570 620,904 99% Permits, Licenses and Fees 1,522,000 545,068 36% Investment Income 302,000 556,105 184% Other Revenues 600 26,014 4336% Utility Fund Total 23,317,170$ 15,598,808$ 67%With 67% of the year expired, revenues recorded in the General Ledger are at 67% of budget. EXPENDITURES Utility Fund Expense Total 21,547,935$ 16,123,012$ 75% With 67% of the year expired, expenses are 75% of budget; included are several one-time expenses including debt service payments. Increased number of sanitation accounts will be offset by increased revenues CITY OF ANNA GENERAL & UTILITY FUNDS DASHBOARD Through May 31, 2024 Favorable / Unfavorable % Change 2023-24 Collections from 2022-23 Collections Monthly Prior Year Monthly October 655,358$ 25.5% 522,386$ November 695,026 28.0% 542,873 December 768,837 23.5% 622,388 January 566,981 24.8% 454,358 February 621,381 34.2% 463,016 March 723,838 19.5% 605,483 April 647,636 17.4% 551,653 May 591,858 June 634,824 July 600,214 August 656,241 September 707,590 4,679,057$ 6,952,884$ Budget: 6,753,000 69.3% 6,753,100 CITY OF ANNA Schedule of Sales Tax Collections For the month April 30, 2024 $0 $100,000 $200,000 $300,000 $400,000 $500,000 $600,000 $700,000 $800,000 $900,000 Monthly Sales Tax Collections: 3 Year Comparison FY2021-22 FY2022-23 FY2023-24 Fiscal Year 2023-24 Fiscal Year 2022-23 Monthly Monthly October 56 1 November 44 39 December 57 17 January 150 16 February 170 32 March 172 129 April 174 124 May 72 June 82 July 179 August 119 September 44 823 854 % Budget FY2024 Budget: 800 102.9% CITY OF ANNA Building Permits Issued Thru the month April 30, 2024 0 20 40 60 80 100 120 140 160 180 200 Monthly Building Permits Received: 2 Year Comparison FY2022-23 FY2021-22 Item No. 6.d. City Council Agenda Staff Report Meeting Date: 6/25/2024 Staff Contact: Justin Clay AGENDA ITEM: Approve a Resolution authorizing the City Manager to execute a Contract with WSB for the material testing of the Hurricane Creek Wastewater Interceptor Phase 1 Project. (CIP Manager Justin Clay) SUMMARY: This quote provides the material testing for the Hurricane Creek Wastewater Interceptor project. The scope includes concrete testing, density proctors, Atterberg limits testing, and reporting. Material testing is necessary to ensure the contractor is meeting all installation requirements and providing the City with proper installation of the sewer line and sewer structures. FINANCIAL IMPACT: Initial funding for the Hurricane Creek Sewer Line North project was appropriated in the FY2024 Community Investment Program budget from the Wastewater Impact Fee Fund. Additionally, revenue bonds are being issued in August to fund construction of this necessary project. The estimated cost of material testing for this project will not exceed $70,000.00. BACKGROUND: WSB was selected as an approved vendor as part of the City's multidisciplinary RFQ process and has a Master Agreement with the City of Anna for material testing services. STRATEGIC CONNECTIONS: This item supports the City of Anna Strategic Plan, specifically advancing the strategic outcome area: Resilient. ATTACHMENTS: 1. Resolution WSB Engineering RES 2 CITY OF ANNA, TEXAS RESOLUTION NO. _______________ A RESOLUTION OF THE CITY OF ANNA, TEXAS, AUTHORIZING THE CITY MANAGER TO EXECUTE A CONTRACT WITH WSB ENGINEERING FOR MATERIALS TESTING ON THE HURRICANE CREEK WASTEWATER INTERCEPTOR PHASE ONE PROJECT IN AN AMOUNT NOT TO EXCEED SEVENTY THOUSAND DOLLARS AND ZERO CENTS. ($70,000.00); AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the Hurricane Creek Wastewater Interceptor is listed as a capital improvement project in the City of Anna’s Capital Improvement Plan; and, WHEREAS, the proposed material testing is required for the construction of the Hurricane Creek Interceptor and to ensure proper backfill compaction and concrete testing associated with the project; and, WHEREAS, Utility bond funds shall be used to fund the contract in an amount not to exceed $70,000.00. NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ANNA, TEXAS, THAT: Section 1. Recitals Incorporated The recitals above are incorporated herein as if set forth in full for all purposes. Section 2. Authorization of Payment and Funding. That the City Council of the City of Anna hereby authorizes the City Manager to execute a contract in an amount not to exceed $70,000.00 to WSB Engineering for the material testing of the Hurricane Creek Regional Wastewater Interceptor Phase One Project That funding for the project shall come from the Wastewater Impact Fees and shall not exceed $70,000.00. PASSED AND APPROVED by the City Council of the City of Anna, Texas, on this ___ day of June 2024. ATTEST: APPROVED: __________________________ __________________________ City Secretary, Carrie Land Mayor, Pete Cain Item No. 6.e. City Council Agenda Staff Report Meeting Date: 6/25/2024 Staff Contact: Justin Clay AGENDA ITEM: Approve a Resolution authoring the City Manager to execute a Memorandum of Agreement with Anna Group, LLC, for the acquisition of sanitary sewer easements necessary for the construction of the Hurricane Creek Trunk Sewer project. (CIP Manager Justin Clay) SUMMARY: The City has negotiated the terms of purchase for multiple sanitary sewer easements with Anna Group, LLC. The easements are required for the construction of a capital improvement sanitary sewer expansion project. The Hurricane Creek Interceptor line will be constructed in the proposed easements, extending city sewer access to large areas on the west side of US 75. FINANCIAL IMPACT: Initial funding for the Hurricane Creek Sewer Line North project was appropriated in the FY2024 Community Investment Program budget from the Wastewater Impact Fee Fund. Additionally, revenue bonds are being issued in August to fund construction of this necessary project. The estimated cost of these easements shall not exceed $81,072.00. BACKGROUND: The Hurricane Creek Wastewater Interceptor Line is shown on the Wastewater Master Plan, and is a critical infrastructure project for the community. STRATEGIC CONNECTIONS: This item supports the City of Anna Strategic Plan, specifically advancing the strategic outcome area: Resilient. ATTACHMENTS: 1. Hurricane Creek Interceptor Phase 1 Easements CITY OF ANNA, TEXAS RESOLUTION NO. _______________ A RESOLUTION OF THE CITY OF ANNA, TEXAS, AUTHORING THE CITY MANAGER TO EXECUTE A MEMORANDUM OF AGREEMENT FOR THE PURCHASE OF PERMANENT AND TEMPORARY EASEMENTS OWNED BY ANNA GROUP LLC, LOCATED ALONG FM 455. WHEREAS, The City of Anna Master Sewer Plan includes a proposed trunk sewer along Hurricane Creek; and WHEREAS, the City of Anna is seeking to purchase permanent and temporary easements for the construction of the Hurricane Creek Wastewater Interceptor Phase 1 project; and WHEREAS, The City has determined it to be in the public interest for the city to purchase the easement needed for the sewer line; and NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ANNA, TEXAS, THAT: Section 1. Recitals Incorporated The recitals above are incorporated herein as if set forth in full for all purposes. Section 2. Authorization of Payment and Funding. That the City Council of the City of Anna authorizes the City Manager to execute a Memorandum of Agreement for the purchase of the permanent and temporary sewer easements from Anna Group LLC in the amount of $81,072. That funding for the purchase shall come from Wastewater Impact Fees. PASSED AND APPROVED by the City Council of the City of Anna, Texas, on this ___ day of June 2024. ATTEST: APPROVED: __________________________ __________________________ City Secretary, Carrie Land Mayor, Pete Cain PARCEL 1 ADDENDUM C PAGE C.2 PARCEL 1 ADDENDUM C PAGE C.3 PARCEL 1 ADDENDUM C PAGE C.4 PARCEL 1 ADDENDUM C PAGE C.5 PARCEL 4 ADDENDUM C PAGE C.3 PARCEL 4 ADDENDUM C PAGE C.4 PARCEL 4 ADDENDUM C PAGE C.6 PARCEL 4 ADDENDUM C PAGE C.7 PARCEL 4 ADDENDUM C PAGE C.2 PARCEL 4 ADDENDUM C PAGE C.3 PARCEL 4 ADDENDUM C PAGE C.5 PARCEL 4 ADDENDUM C PAGE C.6 PARCEL 4 ADDENDUM C PAGE C.7 PARCEL 4 ADDENDUM C PAGE C.4 Item No. 6.f. City Council Agenda Staff Report Meeting Date: 6/25/2024 Staff Contact: AGENDA ITEM: Approve a Resolution approving a Preliminary Limited Offering Memorandum for the Sale of “City of Anna, Texas Special Assessment Revenue Bonds, Series 2024 (Meadow Vista Public Improvement District Improvement Area #1 Project) (Director of Economic Development Bernie Parker) SUMMARY: The Preliminary Limited Offering Memorandum (PLOM) for the City of Anna, Texas, Special Assessment Revenue Bonds, Series 2024 (Meadow Vista Public Improvement District Improvement Area #1 Project) is submitted in preparation for the sale of the bonds as contemplated in the development agreement and PID creation documents. FINANCIAL IMPACT: The City will receive approximately $595,000 in PID fees, with the remaining amount being used as a credit to the developer for constructing the off-site Hackbery Drive extension. BACKGROUND: On September 26, 2023, the City Council passed and approved Resolution No. 2023- 09-1558 authorizing the establishment of the District in accordance with the PID Act, which authorization was effective upon the date the resolution was adopted in accordance with the provisions as required by the PID Act. STRATEGIC CONNECTIONS: This item supports the City of Anna Strategic Plan, specifically advancing the strategic outcome area: Vibrant. ATTACHMENTS: 1. Anna Meadow Vista IA#1 2024 - PLOM 4133-5624-1487 3 CITY OF ANNA, TEXAS RESOLUTION NO. 2024-06-____ RESOLUTION APPROVING A PRELIMINARY LIMITED OFFERING MEMORANDUM FOR THE SALE OF “CITY OF ANNA, TEXAS SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2024 (MEADOW VISTA PUBLIC IMPROVEMENT DISTRICT IMPROVEMENT AREA #1 PROJECT)” WHEREAS, the City of Anna, Texas (the “City”) intends to issue its City of Anna, Texas Special Assessment Revenue Bonds, Series 2024 (Meadow Vista Public Improvement District Improvement Area #1 Project) (the “Bonds”) to finance certain public improvements within the City; WHEREAS, FMSbonds, Inc. (the “Underwriter”), with assistance from its counsel, City Staff, the City’s Bond Counsel, and City’s Financial Advisor, has prepared a Preliminary Limited Offering Memorandum for dissemination to potential purchasers of the Bonds prior to the availability of the final Limited Offering Memorandum for the Bonds. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF CITY OF ANNA, TEXAS: 1. The Preliminary Limited Offering Memorandum for the Bonds, substantially in the form attached hereto as Exhibit A, is hereby approved with such changes, addenda, supplements or amendments as may be approved by the Finance Director in consultation with the City’s consultants retained by the City to assist in the issuance of the Bonds including Bond Counsel and the Financial Advisor, and the Underwriter is hereby authorized to distribute such document among potential purchasers of the Bonds and other interested persons in connection with the initial marketing and placement of the Bonds; provided that such Preliminary Limited Offering Memorandum shall not be released to the public without the approval of the Finance Director, which approval shall be made in consultation with the City’s consultants retained by the City to assist in the issuance of the Bonds including Bond Counsel and the Financial Advisor. 2. Pursuant to Rule 15c2-12 of the United States Securities and Exchange Commission (17 C.F.R. § 240.15c2-12) (“Rule 15c2-12”), the City hereby deems the Preliminary Limited Offering Memorandum to be final as of its date, except for the omission of no more than the following information as permitted by Rule 15c2-12: the offering prices of the Bonds, interest rates for the Bonds, selling compensation of the Underwriter, the aggregate principal amount of the Bonds, the principal amount per maturity of the Bonds, the delivery date for the Bonds, ratings for the Bonds, and the identity of the ultimate purchasers. PASSED AND APPROVED THIS 25TH DAY OF JUNE, 2024. ______________________________ Pete Cain, Mayor ATTEST: City of Anna, Texas ______________________________ (CITY SEAL) Carrie Land, City Secretary City of Anna, Texas Draft 06.18.2024 NEW ISSUE NOT RATED PRELIMINARY LIMITED OFFERING MEMORANDUM DATED JUNE 26, 2024 THE BONDS ARE INITIALLY OFFERED ONLY TO “ACCREDITED INVESTORS” (AS DEFINED IN RULE 501 OF REGULATION D PROMULGATED UNDER THE SECURITIES ACT OF 1933) AND “QUALIFIED INSTITUTIONAL BUYERS” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT OF 1933). SEE “LIMITATIONS APPLICABLE TO INITIAL PURCHASERS.” In the opinion of Bond Counsel, interest on the Bonds will be excludable from gross income for purposes of federal income taxation under existing law, subject to the matters described under “TAX MATTERS” herein, including the alternative minimum tax on certain corporations. $12,387,000* CITY OF ANNA, TEXAS, (a municipal corporation of the State of Texas located in Collin County) SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2024 (MEADOW VISTA PUBLIC IMPROVEMENT DISTRICT IMPROVEMENT AREA #1 PROJECT) Interest to Accrue from Closing Date (defined below) Due: September 15, as shown on the inside cover The City of Anna, Texas, Special Assessment Revenue Bonds, Series 2024 (Meadow Vista Public Improvement District Improvement Area #1 Project) (the “Bonds”), are being issued by the City of Anna, Texas (the “City”). The Bonds will be issued in fully registered form, without coupons, in authorized denominations of $100,000 of principal amount and any integral multiple of $1,000 in excess thereof. The Bonds will bear interest at the rates set forth on the inside cover page hereof, and such interest will be calculated on the basis of a 360-day year of twelve 30-day months, and will be payable on each March 15 and September 15, commencing March 15, 2025, until maturity or earlier redemption. The Bonds will be registered in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”), New York, New York. No physical delivery of the Bonds will be made to the beneficial owners thereof. For so long as the book-entry only system is maintained, the principal of and interest on the Bonds will be paid from the sources described herein by Regions Bank, an Alabama state banking corporation, as trustee (the “Trustee”), to DTC as the registered owner thereof. See “BOOK-ENTRY ONLY SYSTEM.” The Bonds are being issued by the City pursuant to the Public Improvement District Assessment Act, Subchapter A of Chapter 372, Texas Local Government Code, as amended (the “PID Act”), an ordinance expected to be adopted by the City Council of the City (the “City Council”), and an Indenture of Trust between the City and the Trustee (the “Indenture”). Capitalized terms not otherwise defined herein shall have the meanings assigned to them in the Indenture. Proceeds of the Bonds will be used to provide funds for (i) paying a portion of the Improvement Area #1 Project Costs, (ii) paying a portion of the interest on the Bonds during and after the period of acquisition and construction of the Improvement Area #1 Projects, (iii) funding a reserve fund for the payment of principal of and interest on the Bonds, (iv) paying a portion of the costs incidental to the organization of the District, and (v) paying the costs of issuance of the Bonds. See “THE IMPROVEMENT AREA #1 PROJECTS” and “APPENDIX B – Form of Indenture.” The Bonds, when issued and delivered, will constitute valid and binding special, limited obligations of the City secured by a first lien on, security interest in, and pledge of the Trust Estate, consisting primarily of revenue from Improvement Area #1 Assessments levied against Improvement Area #1 Assessed Property in Improvement Area #1 of the District in accordance with the Service and Assessment Plan, and other assets comprising the Trust Estate, all to the extent and upon the conditions described in the Indenture. The Bonds are not payable from funds raised or to be raised from taxation. See “SECURITY FOR THE BONDS.” The Bonds are subject to redemption at the times, in the amounts, and at the redemption prices more fully described under the subcaption “DESCRIPTION OF THE BONDS – Redemption Provisions.” The Bonds involve a significant degree of risk, are speculative in nature, and are not suitable for all investors. See “BONDHOLDERS’ RISKS” and “SUITABILITY FOR INVESTMENT.” The Underwriter is limiting this offering to Qualified Institutional Buyers and Accredited Investors. The limitation of the initial offering to Qualified Institutional Buyers and Accredited Investors does not denote restrictions on transfers in any secondary market for the Bonds. Prospective purchasers should carefully evaluate the risks and merits of an investment in the Bonds, should consult with their legal and financial advisors before considering a purchase of the Bonds, and should be willing to bear the risks of loss of their investment in the Bonds. The Bonds are not credit enhanced or rated and no application has been made for a rating on the Bonds. THE BONDS ARE SPECIAL AND LIMITED OBLIGATIONS OF THE CITY PAYABLE SOLELY FROM PLEDGED REVENUES AND OTHER ASSETS COMPRISING THE TRUST ESTATE, AS AND TO THE EXTENT PROVIDED IN THE INDENTURE. THE BONDS DO NOT GIVE RISE TO A CHARGE AGAINST THE GENERAL CREDIT OR TAXING POWER OF THE CITY AND ARE PAYABLE SOLELY FROM THE SOURCES IDENTIFIED IN THE INDENTURE. THE OWNERS OF THE BONDS SHALL NEVER HAVE THE RIGHT TO DEMAND PAYMENT THEREOF OUT OF MONEY RAISED OR TO BE RAISED BY TAXATION, OR OUT OF ANY FUNDS OF THE CITY OTHER THAN THE TRUST ESTATE, AS AND TO THE EXTENT PROVIDED IN THE INDENTURE. NO OWNER OF THE BONDS SHALL HAVE THE RIGHT TO DEMAND ANY EXERCISE OF THE CITY’S TAXING POWER TO PAY THE PRINCIPAL OF THE BONDS OR THE INTEREST OR REDEMPTION PREMIUM, IF ANY, THEREON. THE CITY SHALL HAVE NO LEGAL OR MORAL OBLIGATION TO PAY THE BONDS OUT OF ANY FUNDS OF THE CITY OTHER THAN THE PLEDGED REVENUES AND OTHER ASSETS COMPRISING THE TRUST ESTATE. SEE “SECURITY FOR THE BONDS.” This cover page contains certain information for quick reference only. It is not a summary of the Bonds. Investors must read this entire Limited Offering Memorandum to obtain information essential to the making of an informed investment decision. The Bonds are offered for delivery when, as, and if issued by the City and accepted by FMSbonds, Inc. (the “Underwriter”), subject to, among other things, the approval of the Bonds by the Attorney General of Texas and the receipt of the opinion of McCall, Parkhurst & Horton L.L.P., Bond Counsel, as to the validity of the Bonds and the excludability of interest thereon from gross income for federal income tax purposes. See “APPENDIX D – Form of Opinion of Bond Counsel.” Certain legal matters will be passed upon for the City by its counsel, Wolfe, Tidwell & McCoy, LLP, for the Underwriter by its counsel, Orrick, Herrington & Sutcliffe LLP, and for the Developer by its counsel, Locke Lord LLP. It is expected that the Bonds will be delivered in book-entry form through the facilities of DTC on or about July 31, 2024 (the “Closing Date”). FMSbonds, Inc. This Preliminary Limited Offering Memorandum and the information contained herein are subject to completion and amendment without notice. Under no circumstances shall this Preliminary Limited Offering Memorandum constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. * Preliminary, subject to change. EXHIBIT A i MATURITIES, PRINCIPAL AMOUNTS, INTEREST RATES, PRICES, YIELDS, AND CUSIP NUMBERS CUSIP Prefix: (a) $12,387,000* CITY OF ANNA, TEXAS, (a municipal corporation of the State of Texas located in Collin County) SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2024 (MEADOW VISTA PUBLIC IMPROVEMENT DISTRICT IMPROVEMENT AREA #1 PROJECT) $ % Term Bonds, Due September 15, 20__, Priced to Yield %; CUSIP Suffix: (a) (c) $ % Term Bonds, Due September 15, 20__, Priced to Yield %; CUSIP Suffix: (a) (b) (c) $ % Term Bonds, Due September 15, 20__, Priced to Yield %; CUSIP Suffix: (a) (b) (c) (a) CUSIP numbers are included solely for the convenience of owners of the Bonds. CUSIP is a registered trademark of the American Bankers Association. CUSIP data herein is provided by CUSIP Global Services, managed by FactSet Research Systems Inc. on behalf of the American Bankers Association. This data is not intended to create a database and does not serve in any way as a substitute for the CUSIP Services. CUSIP numbers are provided for convenience of reference only. None of the City, the City’s Financial Advisor, or the Underwriter takes any responsibility for the accuracy of such numbers. (b) The Bonds maturing on or after September 15, 20__, are subject to redemption before their respective scheduled maturity dates, in whole or in part, at the option of the City, on any date on or after September 15, 20 , at the redemption prices set forth herein under “DESCRIPTION OF THE BONDS – Redemption Provisions.” (c) The Bonds are also subject to mandatory sinking fund redemption and extraordinary optional redemption as described herein under “DESCRIPTION OF THE BONDS – Redemption Provisions.” THE REMAINDER OF THIS PAGE IS LEFT BLANK INTENTIONALLY. * Preliminary, subject to change. ii CITY OF ANNA, TEXAS CITY COUNCIL Name Place Term Expires (May) Pete Cain Mayor 2027 Kevin Toten Place 1 2027 Jody Bills Place 2 2025 Stan Carver II Place 3, Mayor Pro Tem 2026 Kelly Herndon Place 4 2025 Elden Baker Place 5, Deputy Mayor Pro Tem 2026 Lee Miller Place 6 2025 CITY MANAGER FINANCE DIRECTOR CITY SECRETARY Ryan Henderson Aimee Rae Ferguson Carrie Land ASSESSMENT CONSULTANT P3Works, LLC FINANCIAL ADVISOR TO THE CITY Hilltop Securities Inc. BOND COUNSEL McCall, Parkhurst & Horton L.L.P. UNDERWRITER’S COUNSEL Orrick, Herrington & Sutcliffe LLP For additional information regarding the City, please contact: Ryan Henderson Jim Sabonis Andre Ayala City Manager Hilltop Securities Inc. Hilltop Securities Inc. City of Anna, Texas 717 N. Harwood Street 717 N. Harwood Street 120 W. 7th Street Suite 3400 Suite 3400 Anna, Texas 75409 Dallas, Texas 75201 Dallas, Texas 75201 (972) 924-3325 (214) 953-4000 (214) 953-4000 rhenderson@annatexas.gov Jim.Sabonis@hilltopsecurities.com Andre.Ayala@hilltopsecurities.com iii REGIONAL LOCATION MAP OF THE DISTRICT iv AREA LOCATION MAP OF THE DISTRICT v MAP SHOWING BOUNDARIES OF THE DISTRICT, IMPROVEMENT AREA #1, AND THE REMAINDER AREA vi CONCEPT PLAN vii USE OF LIMITED OFFERING MEMORANDUM FOR PURPOSES OF COMPLIANCE WITH RULE 15C2-12 OF THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION AS AMENDED AND IN EFFECT ON THE DATE OF THIS PRELIMINARY LIMITED OFFERING MEMORANDUM (THE “RULE” OR “RULE 15C2-12”), THIS DOCUMENT CONSTITUTES AN “OFFICIAL STATEMENT” OF THE CITY WITH RESPECT TO THE BONDS THAT HAS BEEN “DEEMED FINAL” BY THE CITY AS OF ITS DATE EXCEPT FOR THE OMISSION OF NO MORE THAN THE INFORMATION PERMITTED BY RULE 15C2-12. NO DEALER, BROKER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED BY THE CITY OR THE UNDERWRITER TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATIONS, OTHER THAN THOSE CONTAINED IN THIS LIMITED OFFERING MEMORANDUM, AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY EITHER OF THE FOREGOING. THIS LIMITED OFFERING MEMORANDUM DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY AND THERE SHALL BE NO OFFER, SOLICITATION OR SALE OF THE BONDS BY ANY PERSON IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL FOR SUCH PERSON TO MAKE SUCH OFFER, SOLICITATION OR SALE. THE INITIAL PURCHASERS ARE ADVISED THAT THE BONDS BEING OFFERED PURSUANT TO THIS LIMITED OFFERING MEMORANDUM ARE BEING OFFERED AND SOLD ONLY TO “ACCREDITED INVESTORS” AS DEFINED IN RULE 501 OF REGULATION D PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT OF 1933”), AND “QUALIFIED INSTITUTIONAL BUYERS” AS DEFINED IN RULE 144A PROMULGATED UNDER THE SECURITIES ACT OF 1933. SEE “LIMITATIONS APPLICABLE TO INITIAL PURCHASERS.” EACH PROSPECTIVE INITIAL PURCHASER IS RESPONSIBLE FOR ASSESSING THE MERITS AND RISKS OF AN INVESTMENT IN THE BONDS, MUST BE ABLE TO BEAR THE ECONOMIC AND FINANCIAL RISK OF SUCH INVESTMENT IN THE BONDS, AND MUST BE ABLE TO AFFORD A COMPLETE LOSS OF SUCH INVESTMENT. CERTAIN RISKS ASSOCIATED WITH THE PURCHASE OF THE BONDS ARE SET FORTH UNDER “BONDHOLDERS’ RISKS.” EACH INITIAL PURCHASER, BY ACCEPTING THE BONDS, AGREES THAT IT WILL BE DEEMED TO HAVE MADE THE ACKNOWLEDGMENTS AND REPRESENTATIONS DESCRIBED UNDER THE HEADING “LIMITATIONS APPLICABLE TO INITIAL PURCHASERS.” THE UNDERWRITER HAS REVIEWED THE INFORMATION IN THIS LIMITED OFFERING MEMORANDUM IN ACCORDANCE WITH, AND AS PART OF, ITS RESPONSIBILITIES TO INVESTORS UNDER THE UNITED STATES FEDERAL SECURITIES LAWS AS APPLIED TO THE FACTS AND CIRCUMSTANCES OF THIS TRANSACTION. THE INFORMATION SET FORTH HEREIN HAS BEEN FURNISHED BY THE CITY AND OBTAINED FROM SOURCES, INCLUDING THE DEVELOPER, WHICH ARE BELIEVED BY THE CITY AND THE UNDERWRITER TO BE RELIABLE, BUT IT IS NOT GUARANTEED AS TO ACCURACY OR COMPLETENESS, AND IS NOT TO BE CONSTRUED AS A REPRESENTATION OF THE UNDERWRITER. THE INFORMATION AND EXPRESSIONS OF OPINION HEREIN ARE SUBJECT TO CHANGE WITHOUT NOTICE, AND NEITHER THE DELIVERY OF THIS LIMITED OFFERING MEMORANDUM, NOR ANY SALE MADE HEREUNDER, SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE CITY OR THE DEVELOPER SINCE THE DATE HEREOF. NEITHER THE CITY NOR THE UNDERWRITER MAKE ANY REPRESENTATION AS TO THE ACCURACY, COMPLETENESS, OR ADEQUACY OF THE INFORMATION SUPPLIED BY THE DEPOSITORY TRUST COMPANY FOR USE IN THIS LIMITED OFFERING MEMORANDUM. THE BONDS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, NOR HAS THE INDENTURE BEEN QUALIFIED UNDER THE TRUST INDENTURE ACT OF 1939, IN RELIANCE UPON EXEMPTIONS CONTAINED IN SUCH LAWS. THE REGISTRATION OR QUALIFICATION OF THE BONDS UNDER THE SECURITIES LAWS OF ANY JURISDICTION IN WHICH THEY MAY HAVE BEEN REGISTERED OR QUALIFIED, IF ANY, SHALL NOT BE REGARDED AS A RECOMMENDATION THEREOF. NONE OF SUCH JURISDICTIONS, OR ANY OF THEIR AGENCIES, HAVE PASSED UPON THE viii MERITS OF THE BONDS OR THE ACCURACY OR COMPLETENESS OF THIS LIMITED OFFERING MEMORANDUM. CERTAIN STATEMENTS INCLUDED OR INCORPORATED BY REFERENCE IN THIS LIMITED OFFERING MEMORANDUM CONSTITUTE “FORWARD-LOOKING STATEMENTS” WITHIN THE MEANING OF THE UNITED STATES PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995, SECTION 21E OF THE UNITED STATES EXCHANGE ACT OF 1934, AS AMENDED, AND SECTION 27A OF THE SECURITIES ACT OF 1933. SUCH STATEMENTS ARE GENERALLY IDENTIFIABLE BY THE TERMINOLOGY USED, SUCH AS “PLAN,” “EXPECT,” “ESTIMATE,” “PROJECT,” “ANTICIPATE,” “BUDGET” OR OTHER SIMILAR WORDS. THE ACHIEVEMENT OF CERTAIN RESULTS OR OTHER EXPECTATIONS CONTAINED IN SUCH FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS WHICH MAY CAUSE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS DESCRIBED TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. NEITHER THE CITY NOR THE DEVELOPER PLAN TO ISSUE ANY UPDATES OR REVISIONS TO THOSE FORWARD-LOOKING STATEMENTS IF OR WHEN ANY OF THEIR EXPECTATIONS OR EVENTS, CONDITIONS OR CIRCUMSTANCES ON WHICH SUCH STATEMENTS ARE BASED OCCUR, OTHER THAN AS DESCRIBED UNDER “CONTINUING DISCLOSURE – THE CITY” AND “– THE DEVELOPER,” RESPECTIVELY. THE TRUSTEE HAS NOT PARTICIPATED IN THE PREPARATION OF THIS LIMITED OFFERING MEMORANDUM AND ASSUMES NO RESPONSIBILITY FOR THE ACCURACY OR COMPLETENESS OF ANY INFORMATION CONTAINED IN THIS LIMITED OFFERING MEMORANDUM OR THE RELATED TRANSACTIONS AND DOCUMENTS OR FOR ANY FAILURE BY ANY PARTY TO DISCLOSE EVENTS THAT MAY HAVE OCCURRED AND MAY AFFECT THE SIGNIFICANCE OR ACCURACY OF SUCH INFORMATION. NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE BONDS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. REFERENCES TO WEBSITE ADDRESSES PRESENTED HEREIN ARE FOR INFORMATIONAL PURPOSES ONLY AND MAY BE IN THE FORM OF A HYPERLINK SOLELY FOR THE READER’S CONVENIENCE. UNLESS SPECIFIED OTHERWISE, SUCH WEBSITES AND THE INFORMATION OR LINKS CONTAINED THEREIN ARE NOT INCORPORATED INTO, AND ARE NOT PART OF, THIS LIMITED OFFERING MEMORANDUM FOR PURPOSES OF, AND AS THAT TERM IS DEFINED IN, THE RULE. THE REMAINDER OF THIS PAGE IS LEFT BLANK INTENTIONALLY. ix TABLE OF CONTENTS INTRODUCTION .................................................... 2 PLAN OF FINANCE ............................................... 3 Overview ........................................................... 3 Development Plan ............................................. 3 Lot Purchase Contract; Developer as Homebuilder ............................................... 3 The Bonds.......................................................... 4 LIMITATIONS APPLICABLE TO INITIAL PURCHASERS ........................................................ 4 DESCRIPTION OF THE BONDS ........................... 5 General Description ........................................... 5 Redemption Provisions ...................................... 6 BOOK-ENTRY ONLY SYSTEM ........................... 8 SECURITY FOR THE BONDS ............................. 10 General ............................................................ 10 Pledged Revenues ............................................ 11 Collection and Deposit of Improvement Area #1 Assessments ................................ 13 Unconditional Levy of Improvement Area #1 Assessments ................................ 13 Perfected Security Interest ............................... 14 Pledged Revenue Fund .................................... 14 Bond Fund ....................................................... 15 Project Fund .................................................... 16 Reserve Fund (Reserve Account and Delinquency and Prepayment Reserve Account) ..................................... 17 Administrative Fund ........................................ 18 Defeasance....................................................... 19 Events of Default ............................................. 19 Remedies in Event of Default .......................... 20 Restriction on Owner’s Actions ...................... 21 Application of Revenues and Other Moneys After Event of Default ................ 21 Investment or Deposit of Funds ....................... 22 Against Encumbrances .................................... 22 Other Obligations or Other Liens; Refunding Bonds ...................................... 22 SOURCES AND USES OF FUNDS* .................... 24 DEBT SERVICE REQUIREMENTS* ................... 25 OVERLAPPING TAXES AND DEBT .................. 26 Homeowners’ Association Dues ..................... 27 ASSESSMENT PROCEDURES ............................ 28 General ............................................................ 28 Improvement Area #1 Assessment Methodology ............................................ 28 Collection and Enforcement of Improvement Area #1 Assessment Amounts ................................................... 29 Improvement Area #1 Assessment Amounts ................................................... 31 Prepayment of Improvement Area #1 Assessments ............................................. 33 Priority of Lien ................................................ 33 Foreclosure Proceedings .................................. 33 THE CITY .............................................................. 34 Background ..................................................... 34 City Government ............................................. 34 Water and Wastewater ..................................... 35 THE DISTRICT ..................................................... 36 General ............................................................ 36 Powers and Authority ...................................... 36 THE IMPROVEMENT AREA #1 PROJECTS ..... 36 General ............................................................ 36 Ownership and Maintenance of Improvement Area #1 Projects ................. 37 THE DEVELOPMENT .......................................... 37 Development Plan ........................................... 37 Lot Purchase Contract; Developer as Homebuilder ............................................. 38 Expected Lot Completion and Home Prices in the Development ........................ 39 Amenities and Private Improvements .............. 40 Future Improvement Area Bonds .................... 40 Development Agreement ................................. 40 CFA Agreement .............................................. 41 Photographs of Improvement Area #1 ............. 42 Zoning/Permitting ........................................... 44 Education ......................................................... 44 Environmental ................................................. 45 Existing Mineral and Groundwater Rights, Easements and Other Third-Party Property Rights ..................... 45 Flood Zone ...................................................... 45 Utilities ............................................................ 45 THE DEVELOPER ................................................ 46 General ............................................................ 46 Description of the Developer ........................... 46 Biographies of Key Developer Parties ............ 47 History and Financing of the District .............. 47 THE ADMINISTRATOR ...................................... 48 APPRAISAL .......................................................... 49 BONDHOLDERS’ RISKS ..................................... 49 General ............................................................ 49 Deemed Representations and Acknowledgment by Investors ................. 50 Infectious Disease Outbreak ............................ 50 Failure or Inability to Complete Proposed Development............................. 51 Completion of the Improvement Area #1 Projects ................................................ 51 Completion of Homes...................................... 51 Absorption Rates ............................................. 51 Assessment Limitations ................................... 52 Bankruptcy ...................................................... 53 Direct and Overlapping Indebtedness, Assessments and Taxes ............................ 53 x Depletion of Reserve Fund; No Prefunding of Delinquency and Prepayment Reserve Account................... 53 Hazardous Substances ..................................... 54 Regulation ....................................................... 54 Recent Changes in State Law Regarding Public Improvement Districts ................... 54 Potential Future Changes in State Law Regarding Public Improvement Districts .................................................... 55 Flood Plain and Severe Weather Events .......... 55 Exercise of Third-Party Property Rights ......... 55 Bondholders’ Remedies and Bankruptcy ............................................... 55 Judicial Foreclosures ....................................... 57 No Acceleration ............................................... 57 Limited Secondary Market for the Bonds........................................................ 57 No Credit Rating ............................................. 57 Use of Appraisal .............................................. 58 Bankruptcy Limitation to Bondholders’ Rights ....................................................... 58 Management and Ownership ........................... 58 Tax-Exempt Status of the Bonds ..................... 58 General Risks of Real Estate Investment and Development ...................................... 59 Risks Related to the Current Residential Real Estate Market ................................... 60 Risks Related to Recent Increase in Costs of Building Materials ...................... 60 Adverse Developments Affecting the Financial Services Industry ...................... 60 Competition ..................................................... 61 Availability of Utilities .................................... 61 Dependence Upon Developer .......................... 61 TAX MATTERS .................................................... 62 Opinion ............................................................ 62 Federal Income Tax Accounting Treatment of Original Issue Discount ................................................... 62 Collateral Federal Income Tax Consequences ........................................... 63 State, Local And Foreign Taxes ...................... 64 Information Reporting and Backup Withholding .............................................. 64 Future and Proposed Legislation ..................... 64 LEGAL MATTERS ............................................... 64 Legal Proceedings ........................................... 64 Legal Opinions ................................................ 64 Litigation – The City ....................................... 65 Litigation – The Developer.............................. 65 SUITABILITY FOR INVESTMENT .................... 66 ENFORCEABILITY OF REMEDIES ................... 66 NO RATING .......................................................... 66 CONTINUING DISCLOSURE .............................. 66 The City ........................................................... 66 The City’s Compliance with Prior Undertakings ............................................ 67 The Developer ................................................. 67 The Developer’s Compliance with Prior Undertakings ............................................ 67 UNDERWRITING ................................................. 67 REGISTRATION AND QUALIFICATION OF BONDS FOR SALE ............................................... 67 LEGAL INVESTMENT AND ELIGIBILITY TO SECURE PUBLIC FUNDS IN TEXAS ................. 68 INVESTMENTS .................................................... 68 INFORMATION RELATING TO THE TRUSTEE ................................................................................ 70 SOURCES OF INFORMATION ........................... 71 General ............................................................ 71 Source of Certain Information ......................... 71 Experts ............................................................. 71 Updating of Limited Offering Memorandum ........................................... 71 FORWARD-LOOKING STATEMENTS .............. 72 AUTHORIZATION AND APPROVAL ................ 72 APPENDIX A General Information Regarding the City and Surrounding Areas APPENDIX B Form of Indenture APPENDIX C Form of Service and Assessment Plan APPENDIX D Form of Opinion of Bond Counsel APPENDIX E-1 Form of Disclosure Agreement of Issuer APPENDIX E-2 Form of Disclosure Agreement of Developer APPENDIX F Development Agreement APPENDIX G Form of CFA Agreement APPENDIX H Appraisal THIS PAGE IS LEFT BLANK INTENTIONALLY. 2 PRELIMINARY LIMITED OFFERING MEMORANDUM $12,387,000* CITY OF ANNA, TEXAS, (a municipal corporation of the State of Texas located in Collin County) SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2024 (MEADOW VISTA PUBLIC IMPROVEMENT DISTRICT IMPROVEMENT AREA #1 PROJECT) INTRODUCTION The purpose of this Limited Offering Memorandum, including the cover page, inside cover, and appendices hereto, is to provide certain information in connection with the issuance and sale by the City of Anna, Texas (the “City”), of its $12,387,000* aggregate principal amount of Special Assessment Revenue Bonds, Series 2024 (Meadow Vista Public Improvement District Improvement Area #1 Project) (the “Bonds”). INITIAL PURCHASERS ARE ADVISED THAT THE BONDS BEING OFFERED PURSUANT TO THIS LIMITED OFFERING MEMORANDUM ARE BEING OFFERED INITIALLY TO AND ARE BEING SOLD ONLY TO “ACCREDITED INVESTORS” AS DEFINED IN RULE 501 OF REGULATION D PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT OF 1933”) AND “QUALIFIED INSTITUTIONAL BUYERS” AS DEFINED IN RULE 144A PROMULGATED UNDER THE SECURITIES ACT OF 1933. THE LIMITATION OF THE INITIAL OFFERING TO QUALIFIED INSTITUTIONAL BUYERS AND ACCREDITED INVESTORS DOES NOT DENOTE RESTRICTIONS ON TRANSFERS IN ANY SECONDARY MARKET FOR THE BONDS. PROSPECTIVE INVESTORS SHOULD BE AWARE OF CERTAIN RISK FACTORS, ANY OF WHICH, IF MATERIALIZED TO A SUFFICIENT DEGREE, COULD DELAY OR PREVENT PAYMENT OF PRINCIPAL OF, PREMIUM, IF ANY, AND/OR INTEREST ON THE BONDS. THE BONDS ARE NOT A SUITABLE INVESTMENT FOR ALL INVESTORS. SEE “LIMITATIONS APPLICABLE TO INITIAL PURCHASERS,” “BONDHOLDERS’ RISKS,” AND “SUITABILITY FOR INVESTMENT.” The Bonds are being issued by the City pursuant to the Public Improvement District Assessment Act, Subchapter A of Chapter 372, Texas Local Government Code, as amended (the “PID Act”), an ordinance expected to be adopted by the City Council of the City (the “City Council”) authorizing the issuance of the Bonds (the “Bond Ordinance”), and an Indenture of Trust (the “Indenture”), between the City and Regions Bank, an Alabama state banking corporation with offices in Houston, Texas, as trustee (the “Trustee”). All capitalized terms used in this Limited Offering Memorandum that are not otherwise defined herein shall have the meanings set forth in the Indenture. See “APPENDIX B – Form of Indenture.” The Bonds will be secured by a first lien on, security interest in, and pledge of the Trust Estate, consisting primarily of revenue from Improvement Area #1 Assessments levied against Improvement Area #1 Assessed Property located within Improvement Area #1 of the District pursuant to the Assessment Ordinance, all to the extent and upon the conditions described in the Indenture. Reference is made to the Indenture for a full statement of the authority for, and the terms and provisions of, the Bonds. Set forth herein are brief descriptions of the City, the District, the Developer, the Administrator, the Assessment Ordinance, the Bond Ordinance, the Service and Assessment Plan, the Development Agreement (defined herein), the CFA Agreement, and the Appraisal (defined herein), together with summaries of terms of the Bonds and the Indenture and certain provisions of the PID Act. All references herein to such documents and the PID Act are qualified in their entirety by reference to such documents or such PID Act and all references to the Bonds are qualified by reference to the definitive forms thereof and the information with respect thereto contained in the Indenture. Copies of these documents may be obtained during the period of the offering of the Bonds from the Underwriter, FMSbonds, Inc., 5 Cowboys Way, Suite 300-25, Frisco, Texas, 75034, Phone: (214) 302-2246. The Form of Indenture appears in APPENDIX B and the Form of Service and Assessment Plan appears in APPENDIX C. The information provided under this caption “INTRODUCTION” is intended to provide a brief overview of the information provided in the other captions herein and is not intended, and should not be considered, fully representative or complete as to the subjects discussed hereunder. * Preliminary, subject to change. 3 PLAN OF FINANCE Overview Following receipt of a petition from the Developer in accordance with the PID Act, the City created the District on September 26, 2023. The District is composed of approximately 223.154 acres within the corporate boundaries of the City. It is located east of Highway 75 north and north of Hackberry Drive. Maps of the District and the surrounding region are included on pages iii – vi. Development Plan The District is an approximately 223.154-acre master-planned community expected to be constructed in three phases (each, an “Improvement Area”) and to include approximately 764 single-family detached residential lots, two acres of land designated as mixed use (which is expected to be developed for commercial use), and the amenities described in “THE DEVELOPMENT – Amenities” (collectively, the “Development”). See the map and concept plans for the District on pages v-vi. The land within the District is currently owned by Bloomfield Homes, L.P. (the “Developer”). Improvement Area #1 is the first area of the District to be developed by the Developer. Improvement Area #1 consists of approximately 71.042 acres and is expected to include 275 single-family detached residential lots, consisting of 190 50’ lots and 85 60’ lots. The Developer began development of Improvement Area #1 in Q4 2023 and expects it to be completed in Q2 2025. See “THE IMPROVEMENT AREA #1 PROJECTS,” “THE DEVELOPMENT – Expected Build-Out and Home Prices in the Development,” and “APPENDIX C – Form of Service and Assessment Plan.” A portion of the proceeds of the Bonds will be used to reimburse the Developer for the Actual Costs of the Improvement Area #1 Projects, consisting of public improvements that benefit only the Improvement Area #1 Assessed Property in Improvement Area #1. The total cost of the Improvement Area #1 Projects is expected to be approximately $10,876,627. The City will reimburse the Developer for a portion of such costs in the approximate amount of $9,440,000* from proceeds of the Bonds. The balance of such costs in the approximate amount of $1,436,627* have been funded by the Developer from proceeds of the Revolving Credit Agreement (defined herein) and will not be reimbursed by the City. In addition, the Developer is responsible for paying, without reimbursement by the City, for certain costs allocable to Non-Assessed Property (consisting of excavation, retaining walls, and soft costs) in the approximate amount of $6,841,178* (the “Private Improvements”). As of May 29, 2024, the Developer has spent approximately $1,964,618.63 on construction of the Improvement Area #1 Projects and $1,035,336.51 on construction of the Private Improvements. See “SOURCES AND USES OF FUNDS,” “THE IMPROVEMENT AREA #1 PROJECTS,” “THE DEVELOPER – History and Financing of the District,” and “APPENDIX C – Form of Service and Assessment Plan.” The City and the Developer expect to enter into the CFA Agreement, which provides, in part, for the deposit of proceeds from the issuance and sale of the Bonds and the payment of costs of the Improvement Area #1 Projects within the District, including payment to the Developer for funds expended by the Developer and used to pay costs of Improvement Area #1 Projects. See “APPENDIX G – Form of CFA Agreement.” The Developer expects to request the City to issue in the future one or more series of bonds (collectively, the “Future Improvement Area Bonds”) to finance the costs of the public improvements benefitting future improvement areas (identified as the “Remainder Area” in the map on page v). The estimated costs of the public improvements benefitting such improvement areas will be determined as development progresses, and the Service and Assessment Plan will be updated accordingly. Such Future Improvement Area Bonds will be secured by separate assessments levied pursuant to the PID Act on assessable property within the portion of the Remainder Area benefitted thereby. The Developer anticipates that Future Improvement Area Bonds will be issued over a five- year period. See “THE DEVELOPMENT – Future Improvement Area Bonds.” Lot Purchase Contract; Developer as Homebuilder 4 Improvement Area #1 is expected to include 275 single-family detached residential lots, comprised of 190 50’ lots and 85 60’ lots. The Developer has entered into a contract for purchase and sale (the “Lot Purchase Contract”) with DFH Coventry, LLC, a Florida limited liability company (the “Homebuilder”), for the purchase of 72 of the 50’ lots within Improvement Area #1. The Developer intends to construct homes on the remaining 203 lots in Improvement Area #1, consisting of 118 50’ lots and all 85 60’ lots. See “THE DEVELOPMENT – Lot Purchase Contract; Developer as Homebuilder.” The Bonds Proceeds of the Bonds will be used to provide funds for (i) paying a portion of the Improvement Area #1 Project Costs, (ii) paying a portion of the interest on the Bonds during and after the period of acquisition and construction of the Improvement Area #1 Projects, (iii) funding a reserve fund for the payment of principal of and interest on the Bonds, (iv) paying a portion of the costs incidental to the organization of the District, and (v) paying the costs of issuance of the Bonds. To the extent that a portion of the proceeds of the Bonds is allocated for the payment of the costs of issuance of the Bonds and less than all of such amount is used to pay such costs, the excess amount may, at the option of the City, be transferred to the Improvement Area #1 Bond Improvement Account of the Project Fund or to the Principal and Interest Account of the Bond Fund to pay interest on the Bonds. See “SOURCES AND USES OF FUNDS,” “THE IMPROVEMENT AREA #1 PROJECTS,” and “APPENDIX B – Form of Indenture.” Payment of the Bonds is secured by a first lien on, security interest in, and pledge of the Trust Estate, consisting primarily of Pledged Revenues derived from Improvement Area #1 Assessments to be levied against the Improvement Area #1 Assessed Property within Improvement Area #1 of the District, all to the extent and upon the conditions described herein and in the Indenture. See “SECURITY FOR THE BONDS,” “ASSESSMENT PROCEDURES,” and “APPENDIX B – Form of Indenture.” The Bonds, any Refunding Bonds, and any Future Improvement Area Bonds shall never constitute an indebtedness or general obligation of the City, the State of Texas (the “State”), or any other political subdivision of the State within the meaning of any constitutional provision or statutory limitation whatsoever, but the Bonds are limited and special obligations of the City payable solely from the Trust Estate as provided in the Indenture. Neither the faith and credit nor the taxing power of the City, the State, or any other political subdivision of the State is pledged to the payment of the Bonds. Neither any Refunding Bonds nor any Future Improvement Area Bonds to be issued by the City are offered pursuant to this Limited Offering Memorandum. LIMITATIONS APPLICABLE TO INITIAL PURCHASERS Each initial purchaser is advised that the Bonds being offered pursuant to this Limited Offering Memorandum are being offered and sold only to “qualified institutional buyers” as defined in Rule 144A promulgated under the Securities Act of 1933, and “accredited investors” as defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933. The limitation of the initial offering to qualified institutional buyers and accredited investors does not denote restrictions on transfers in any secondary market for the Bonds. Each initial purchaser of the Bonds (each, an “Investor”) will be deemed to have acknowledged, represented, and warranted to the City as follows: 1. The Investor has authority and is duly authorized to purchase the Bonds and to execute any instruments and documents required to be executed by the Investor in connection with the purchase of the Bonds. 2. The Investor is an “accredited investor” under Rule 501 of Regulation D of the Securities Act of 1933 or a “qualified institutional buyer” under Rule 144A of the Securities Act of 1933, and therefore has sufficient knowledge and experience in financial and business matters, including purchase and ownership of municipal and other tax-exempt obligations, to be able to evaluate the risks and merits of the investment represented by the Bonds. 3. The Bonds are being acquired by the Investor for investment and not with a view to, or for resale in connection with, any distribution of the Bonds, and the Investor intends to hold the Bonds solely for its own account for investment purposes for an indefinite period of time and does not intend at this time to dispose of all or 5 any part of the Bonds. However, the Investor may sell the Bonds at any time the Investor deems appropriate. The Investor understands that it may need to bear the risks of this investment for an indefinite time, since any sale prior to maturity may not be possible. 4. The Investor understands that the Bonds are not registered under the Securities Act of 1933 and that such registration is not legally required as of the date hereof; and further understands that the Bonds (a) are not being registered or otherwise qualified for sale under the “Blue Sky” laws and regulations of any state, (b) will not be listed in any stock or other securities exchange, and (c) will not carry a rating from any rating service. 5. The Investor acknowledges that it has either been supplied with or been given access to information, including financial statements and other financial information, and the Investor has had the opportunity to ask questions and receive answers from knowledgeable individuals concerning the City, the Improvement Area #1 Projects, the Bonds, the security therefor, and such other information as the Investor has deemed necessary or desirable in connection with its decision to purchase the Bonds (collectively, the “Investor Information”). The Investor has received a copy of this Limited Offering Memorandum relating to the Bonds. The Investor acknowledges that it has assumed responsibility for its review of the Investor Information, and it has not relied upon any advice, counsel, representation, or information from the City in connection with the Investor’s purchase of the Bonds. The Investor agrees that none of the City, its councilmembers, officers, or employees shall have any liability to the Investor whatsoever for or in connection with the Investor’s decision to purchase the Bonds except for gross negligence, fraud, or willful misconduct. For the avoidance of doubt, it is acknowledged that the Underwriter is not deemed an officer or employee of the City. 6. The Investor acknowledges that the obligations of the City under the Indenture are special, limited obligations payable solely from amounts paid by the City to the Trustee pursuant to the terms of the Indenture and the City shall not be directly or indirectly or contingently or morally obligated to use any other moneys or assets of the City for amounts due under the Indenture. The Investor understands that the Bonds are not secured by any pledge of any moneys received or to be received from taxation by the City, the State, or any political subdivision or taxing district thereof; that the Bonds will never represent or constitute a general obligation or a pledge of the full faith and credit of the City, the State, or any political subdivision thereof; that no right will exist to have taxes levied by the City, the State, or any political subdivision thereof for the payment of principal of and interest on the Bonds; and that the liability of the City and the State with respect to the Bonds is subject to further limitations as set forth in the Bonds and the Indenture. 7. The Investor has made its own inquiry and analysis with respect to the Bonds and the security therefor. The Investor is aware that the development of the District involves certain economic and regulatory variables and risks that could adversely affect the security for the Bonds. 8. The Investor acknowledges that the sale of the Bonds to the Investor is made in reliance upon the certifications, representations, and warranties described in items 1-7 above. DESCRIPTION OF THE BONDS General Description The Bonds will mature on the dates and on the amounts set forth in the inside cover page of this Limited Offering Memorandum. Interest on the Bonds will accrue from their date of delivery to the Underwriter and will be computed on the basis of a 360-day year of twelve 30-day months. Interest on the Bonds will be payable on each March 15 and September 15, commencing March 15, 2025 (each an “Interest Payment Date”), until maturity or prior redemption. Regions Bank is the initial Trustee, Paying Agent, and Registrar for the Bonds. The Bonds will be issued in fully registered form, without coupons, in authorized denominations of $100,000 of principal and any integral multiple of $1,000 in excess thereof (“Authorized Denominations”). The City prohibits any Bond to be issued in a denomination of less than $100,000 and further prohibits the assignment of a CUSIP number to any Bond with a denomination of less than $100,000, and any attempt to accomplish either of the foregoing shall be void and of no effect. Upon initial issuance, the ownership of the Bonds will be registered in the name of Cede & Co., as nominee for The Depository Trust Company, New York, New York (“DTC”), and 6 purchases of beneficial interests in the Bonds will be made in book-entry only form. See “BOOK-ENTRY ONLY SYSTEM” and “SUITABILITY FOR INVESTMENT.” Redemption Provisions Optional Redemption. The City reserves the right and option to redeem the Bonds before their scheduled maturity date, in whole or in part, on any date on or after September 15, 20 , such redemption date or dates to be fixed by the City, at the redemption price of par plus accrued and unpaid interest to the date of redemption (the “Redemption Price”). Extraordinary Optional Redemption. The City reserves the right and option to redeem Bonds before their respective scheduled maturity dates, in whole or in part, at the Redemption Price, from amounts on deposit in the Redemption Fund as a result of Prepayments (including related transfers to the Redemption Fund from the Reserve Account of the Reserve Fund made pursuant to the Indenture) or any other transfers to the Redemption Fund under the terms of the Indenture. The City will provide the Trustee a City Certificate directing the Bonds to be redeemed pursuant to the Indenture. No redemption shall be made which results in a Bond remaining outstanding in a principal amount less than an Authorized Denomination. See “ASSESSMENT PROCEDURES – Prepayment of Improvement Area #1 Assessments” for the definition and description of Prepayments and “APPENDIX B – Form of Indenture.” Mandatory Sinking Fund Redemption. The Bonds maturing on September 15 in the years 20 , 20 , and 20_ (the “Term Bonds”) are subject to mandatory sinking fund redemption prior to their respective maturities and will be redeemed by the City in part at the Redemption Price from moneys available for such purpose in the Principal and Interest Account of the Bond Fund pursuant to the Indenture, on the dates and in the respective Sinking Fund Installments as set forth in the following schedules: $ Term Bonds Maturing September 15, 20 Redemption Date Sinking Fund Installment Amount September 15, 20__ $ September 15, 20__ September 15, 20 __ September 15, 20__ September 15, 20__† $ Term Bonds Maturing September 15, 20 Redemption Date Sinking Fund Installment Amount September 15, 20__ $ September 15, 20__ September 15, 20____ September 15, 20__ September 15, 20__ September 15, 20 __ September 15, 20__ September 15, 20__ September 15, 20 † __________________________ † Stated maturity. At least thirty (30) days prior to each mandatory sinking fund redemption date, and subject to any prior reduction authorized by the Indenture, the Trustee will select by lot, or any by any other customary method that results in random selection, a principal amount of Bonds of such maturity equal to the Sinking Fund Installment amount of such Bonds to be redeemed, shall call such Bonds for redemption on such scheduled mandatory sinking 7 fund redemption date, and shall give notice of such mandatory sinking fund redemption, as provided in the Indenture. The principal amount of Bonds required to be redeemed on any mandatory sinking fund redemption date shall be reduced, at the option of the City, by the principal amount of any Bonds of such maturity which, at least 30 days prior to the mandatory sinking fund redemption date shall have been acquired by the City at a price not exceeding the principal amount of such Bonds plus accrued unpaid interest to the date of purchase thereof, and delivered to the Trustee for cancellation. The Sinking Fund Installments of Term Bonds required to be redeemed on any mandatory sinking fund redemption date shall be reduced in integral multiples of $1,000 by any portion of such Bonds, which, at least 30 days prior to the mandatory sinking fund redemption date, shall have been redeemed pursuant to the optional redemption or extraordinary optional redemption provisions in the Indenture and not previously credited to a mandatory sinking fund redemption. Notice of Redemption. Upon written notification by the City to the Trustee of the exercise of any redemption, the Trustee shall give notice of any redemption of Bonds by sending notice by first class United States mail, postage prepaid, not less than 30 days before the date fixed for redemption, to the Owner of each Bond or portion thereof to be redeemed, at the address shown in the Register. Any such notice shall be conclusively presumed to have been duly given, whether or not the Owner receives such notice. Notice of redemption having been given as provided in the Indenture, the Bonds or portions thereof called for redemption shall become due and payable on the date fixed for redemption provided that funds for the payment of the Redemption Price of such Bonds to the date fixed for redemption are on deposit with the Trustee; thereafter, such Bonds or portions thereof shall cease to bear interest from and after the date fixed for redemption, whether or not such Bonds are presented and surrendered for payment on such date. With respect to any optional redemption of the Bonds, unless the Trustee has received funds sufficient to pay the Redemption Price of the Bonds to be redeemed before giving of a notice of redemption, the notice may state the City may condition redemption on the receipt of such funds by the Trustee on or before the date fixed for the redemption, or on the satisfaction of any other prerequisites set forth in the notice of redemption. If a conditional notice of redemption is given and such prerequisites to the redemption are not satisfied and sufficient funds are not received, the notice shall be of no force and effect, the City shall not redeem the Bonds, and the Trustee shall give notice, in the manner in which the notice of redemption was given, that the Bonds have not been redeemed. The City has the right to rescind any optional redemption or extraordinary optional redemption by written notice to the Trustee on or prior to the date fixed for redemption. Any notice of redemption shall be cancelled and annulled if for any reason funds are not available on the date fixed for redemption for the payment in full of the Bonds then called for redemption, and such cancellation shall not constitute an Event of Default under the Indenture. Upon written direction from the City, the Trustee shall mail notice of rescission of redemption in the same manner notice of redemption was originally provided. Partial Redemption. If less than all of the Bonds are to be redeemed pursuant to the Indenture, Bonds may be redeemed in minimum principal amounts of $1,000 or any integral thereof. Each Bond will be treated as representing the number of Bonds that is obtained by dividing the principal amount of such Bond by $1,000. No redemption will result in a Bond in a denomination of less than an Authorized Denomination; provided, however, if the amount of Outstanding Bonds is less than an Authorized Denomination after giving effect to such partial redemption, a Bond in the principal amount equal to the unredeemed portion, but not less than $1,000, may be issued. If less than all of the Bonds are called for optional redemption pursuant to the Indenture, the Trustee will rely on directions provided in a City Certificate in selecting the Bonds to be redeemed. 8 If less than all of the Bonds are called for extraordinary optional redemption pursuant to the Indenture, the Bonds or portion of a Bond to be redeemed will be allocated on a pro rata basis (as nearly as practicable) among all Outstanding Bonds. Upon surrender of any Bond for redemption in part, the Trustee in accordance with the Indenture, will authenticate and deliver an exchange Bond or Bonds in an aggregate principal amount equal to the unredeemed portion of the Bond so surrendered, such exchange being without charge. BOOK-ENTRY ONLY SYSTEM This section describes how ownership of the Bonds is to be transferred and how the principal of, premium, if any, and interest on the Bonds are to be paid to and credited by DTC while the Bonds are registered in its nominee name. The information in this section concerning DTC and the Book-Entry-Only System has been provided by DTC for use in disclosure documents such as this Limited Offering Memorandum. The information in this section concerning DTC and DTC’s book-entry-only system has been obtained from sources that the City believes to be reliable, but none of the City, the City’s Financial Advisor or the Underwriter takes any responsibility for the accuracy or completeness thereof. The City cannot and does not give any assurance that (1) DTC will distribute payments of debt service on the Bonds, or redemption or other notices, to DTC participants, (2) DTC participants or others will distribute debt service payments paid to DTC or its nominee (as the registered owner of the Bonds), or redemption or other notices, to the Beneficial Owners, or that they will do so on a timely basis, or (3) DTC will serve and act in the manner described in this Limited Offering Memorandum. The current rules applicable to DTC are on file with the United States Securities and Exchange Commission, and the current procedures of DTC to be followed in dealing with DTC participants are on file with DTC. DTC will act as securities depository for the Bonds. The Bonds will be issued as fully registered securities registered in the name of Cede & Co. (DTC’s partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully registered security certificate will be issued for each maturity of the Bonds, each in the aggregate principal amount of such maturity, and will be deposited with DTC. DTC, the world’s largest securities depository, is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC’s participants (“Direct Participants”) deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book- entry transfers and pledges between Direct Participants’ accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). DTCC, is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its registered subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly (“Indirect Participants”). DTC has a Standard & Poor’s rating of “AA+.” The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com. Purchases of Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Bonds on DTC’s records. The ownership interest of each actual purchaser of each Bond (“Beneficial Owner”) is in turn to be recorded on the Direct and Indirect Participants’ records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of 9 ownership interests in the Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in Bonds, except in the event that use of the book-entry system for the Bonds is discontinued. To facilitate subsequent transfers, all Bonds deposited by Direct Participants with DTC are registered in the name of DTC’s partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of Bonds with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not affect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Bonds; DTC’s records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of Bonds may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Bonds, such as redemptions, tenders, defaults, and proposed amendments to the Bond documents. For example, Beneficial Owners of Bonds may wish to ascertain that the nominee holding the Bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the registrar and request that copies of notices be provided directly to them. Redemption notices for the Bonds shall be sent to DTC. If less than all Bonds of the same maturity are being redeemed, DTC’s practice is to determine by lot the amount of the interest of each Direct Participant of such maturity to be redeemed. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to Bonds unless authorized by a Direct Participant in accordance with DTC’s MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the City as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.’s consenting or voting rights to those Direct Participants to whose accounts Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy). Principal, interest, and all other payments on the Bonds will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC’s practice is to credit Direct Participants’ accounts upon DTC’s receipt of funds and corresponding detail information from the City or Paying Agent/Registrar, on the payable date in accordance with their respective holdings shown on DTC’s records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of such Participant and not of DTC nor its nominee, the Trustee, the Paying Agent/Registrar, or the City, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal, interest, and all other payments to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the Trustee, the Paying Agent/Registrar or the City, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants. DTC may discontinue providing its services as securities depository with respect to the Bonds at any time by giving reasonable notice to the City, the Trustee, or the Paying Agent/Registrar. Under such circumstances, in the event that a successor depository is not obtained, Bond certificates are required to be printed and delivered. The City may decide to discontinue use of the system of book-entry-only transfers through DTC (or a successor securities depository). In that event, Bond certificates will be printed and delivered. Thereafter, Bond certificates may be transferred and exchanged as described in the Indenture. 10 The information in this section concerning DTC and DTC’s book-entry system has been obtained from sources that the City believes to be reliable, but none of the City, the City’s Financial Advisor, or the Underwriter take any responsibility for the accuracy thereof. NONE OF THE CITY, THE TRUSTEE, THE PAYING AGENT/REGISTRAR, THE CITY’S FINANCIAL ADVISOR, OR THE UNDERWRITER WILL HAVE ANY RESPONSIBILITY OR OBLIGATION TO THE DTC PARTICIPANTS OR THE PERSONS FOR WHOM THEY ACT AS NOMINEE WITH RESPECT TO THE PAYMENTS TO OR THE PROVIDING OF NOTICE FOR THE DTC DIRECT PARTICIPANTS, THE INDIRECT PARTICIPANTS OR THE BENEFICIAL OWNERS OF THE BONDS. THE CITY CANNOT AND DOES NOT GIVE ANY ASSURANCES THAT DTC, THE DIRECT PARTICIPANTS, THE INDIRECT PARTICIPANTS, OR OTHERS WILL DISTRIBUTE PAYMENTS OF PRINCIPAL OF OR INTEREST ON THE BONDS PAID TO DTC OR ITS NOMINEE, AS THE REGISTERED OWNER, OR PROVIDE ANY NOTICES TO THE BENEFICIAL OWNERS OR THAT THEY WILL DO SO ON A TIMELY BASIS, OR THAT DTC WILL ACT IN THE MANNER DESCRIBED IN THIS LIMITED OFFERING MEMORANDUM. THE CURRENT RULES APPLICABLE TO DTC ARE ON FILE WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE CURRENT PROCEDURES OF DTC TO BE FOLLOWED IN DEALING WITH DTC PARTICIPANTS ARE ON FILE WITH DTC. Use of Certain Terms in Other Sections of this Limited Offering Memorandum. In reading this Limited Offering Memorandum it should be understood that while the Bonds are in the Book-Entry-Only System, references in other sections of this Limited Offering Memorandum to registered owners should be read to include the person for which the participant acquires an interest in the Bonds, but (i) all rights of ownership must be exercised through DTC and the Book-Entry-Only System and (ii) except as described above, notices that are to be given to registered owners under the Indenture will be given only to DTC. SECURITY FOR THE BONDS The following is a summary of certain provisions contained in the Indenture. Reference is made to the Indenture for a full statement of the terms and provisions of the Bonds. Investors must read the entire Indenture to obtain information essential to the making of an informed investment decision. See “APPENDIX B – Form of Indenture.” General THE BONDS ARE SPECIAL, LIMITED OBLIGATIONS OF THE CITY PAYABLE SOLELY FROM THE PLEDGED REVENUES AND OTHER ASSETS COMPRISING THE TRUST ESTATE, AS AND TO THE EXTENT PROVIDED IN THE INDENTURE. THE BONDS DO NOT GIVE RISE TO A CHARGE AGAINST THE GENERAL CREDIT OR TAXING POWER OF THE CITY AND ARE PAYABLE SOLELY FROM THE SOURCES IDENTIFIED IN THE INDENTURE. THE OWNERS OF THE BONDS SHALL NEVER HAVE THE RIGHT TO DEMAND PAYMENT THEREOF OUT OF MONEY RAISED OR TO BE RAISED BY TAXATION, OR OUT OF ANY FUNDS OF THE CITY OTHER THAN THE TRUST ESTATE, AS AND TO THE EXTENT PROVIDED IN THE INDENTURE. NO OWNER OF THE BONDS SHALL HAVE THE RIGHT TO DEMAND ANY EXERCISE OF THE CITY’S TAXING POWER TO PAY THE PRINCIPAL OF THE BONDS OR THE INTEREST OR REDEMPTION PREMIUM, IF ANY, THEREON. THE CITY SHALL HAVE NO LEGAL OR MORAL OBLIGATION TO PAY THE BONDS OUT OF ANY FUNDS OF THE CITY OTHER THAN THE PLEDGED REVENUES AND OTHER ASSETS COMPRISING THE TRUST ESTATE. SEE “APPENDIX B – FORM OF INDENTURE.” The principal of, premium, if any, and interest on the Bonds are secured by a first lien on, security interest in, and pledge of the Trust Estate, consisting primarily of Assessment Revenues levied against Improvement Area #1 Assessed Property within Improvement Area #1 of the District and other assets comprising the Trust Estate, all to the extent and upon the conditions described herein and in the Indenture. See “APPENDIX B – Form of Indenture.” In accordance with the PID Act, the City has caused the preparation of a Service and Assessment Plan in connection with the levy of assessments in the District (including the Improvement Area #1 Assessments), and expected to adopt a final Service and Assessment Plan in connection with the authorization of the issuance of the Bonds. The Service and Assessment Plan describes the special benefit received by the property within the District, including 11 Improvement Area #1, provides the basis and justification for the determination of special benefit on such property, establishes the methodology for the levy of Improvement Area #1 Assessments, and provides for the allocation of Pledged Revenues for payment of principal of, premium, if any, and interest on the Bonds. The Service and Assessment Plan is reviewed and updated annually for the purpose of determining the annual budget for improvements and the Improvement Area #1 Annual Installments of Improvement Area #1 Assessments due in a given year. The determination by the City of the assessment methodology set forth in the Service and Assessment Plan is the result of the discretionary exercise by the City Council of its legislative authority and governmental powers and is conclusive and binding on all current and future landowners within the District, including Improvement Area #1. See “APPENDIX C – Form of Service and Assessment Plan.” Pledged Revenues The City is authorized by the PID Act, the Assessment Ordinance, and other provisions of law to finance the Improvement Area #1 Projects by levying Improvement Area #1 Assessments upon properties in Improvement Area #1 of the District benefitted thereby. For a description of the assessment methodology and the amounts of Improvement Area #1 Assessments levied in Improvement Area #1 of the District, see “ASSESSMENT PROCEDURES” and “APPENDIX C – Form of Service and Assessment Plan.” Pursuant to the Indenture: “Additional Interest” means the amount collected by the application of the Additional Interest Rate. “Additional Interest Rate” means the 0.50% additional interest charged on the Improvement Area #1 Assessments pursuant to Section 372.018 of the PID Act. “Annual Collection Costs” mean the actual or budgeted costs and expenses related to the creation and operation of the District, the issuance and sale of the Bonds, and the construction, operation, and maintenance of including the Improvement Area #1 Projects, including, but not limited to, costs and expenses for: (1) the Administrator and City staff; (2) legal counsel, engineers, accountants, financial advisors, and other consultants engaged by the City; (3) calculating, collecting, and maintaining records with respect to Improvement Area #1 Assessments and Improvement Area #1 Annual Installments, including the costs of foreclosure; (4) preparing and maintaining records with respect to Improvement Area #1 Assessment Roll and Annual Service Plan Updates; (5) issuing, paying, and redeeming the Bonds; (6) investing or depositing Improvement Area #1 Assessments and Improvement Area #1 Annual Installments; (7) complying with the Service and Assessment Plan and the PID Act with respect to the issuance and sale of the Bonds, including continuing disclosure requirements; and (8) the paying agent/registrar and Trustee in connection with the Bonds, including their respective legal counsel. Annual Collection Costs collected but not expended in any year shall be carried forward and applied to reduce Annual Collection Costs for subsequent years. “Annual Service Plan Update” means an update to the Service and Assessment Plan prepared no less frequently than annually by the Administrator and approved by the City Council. “Assessment Revenues” means the revenues received by the City from the collection of Improvement Area #1 Assessments, including Prepayments, Improvement Area #1 Annual Installments, and Foreclosure Proceeds. “Delinquent Collection Costs” means costs related to the foreclosure on Improvement Area #1 Assessed Property and the costs of collection of delinquent Improvement Area #1 Assessments, delinquent Improvement Area #1 Annual Installments, or any other delinquent amounts due under the Service and Assessment Plan, including penalties and reasonable attorney’s fees actually paid, but excluding amounts representing interest and penalty interest. “Foreclosure Proceeds” means the proceeds, including interest and penalty interest, received by the City from the enforcement of the Improvement Area #1 Assessments against any Improvement Area #1 Assessed Property, whether by foreclosure of lien or otherwise, but excluding and net of all Delinquent Collection Costs. 12 “Improvement Area #1 Annual Installment” means, with respect to each Parcel of Improvement Area #1 Assessed Property, each annual payment of (i) the principal of and interest on the Improvement Area #1 Assessments as shown on the Improvement Area #1 Assessment Roll or in an Annual Service Plan Update, as shown in Exhibit F-2 to the Service and Assessment Plan, and calculated as provided in Section VI of the Service and Assessment Plan, (ii) Annual Collection Costs, and (iii) the Additional Interest. “Improvement Area #1 Assessed Property” means the property located in Improvement Area #1 that benefits from the Improvement Area #1 Projects. “Improvement Area #1 Assessment Roll” means the “Improvement Area #1 Assessment Roll” attached to the Service and Assessment Plan as Exhibit F-1, as updated, modified, or amended from time to time. “Improvement Area #1 Assessments” means an assessment levied against Improvement Area #1 Assessed Property based on the special benefit conferred on such Improvement Area #1 Assessed Property by the Improvement Area #1 Projects. “Pledged Funds” means, collectively, the Pledged Revenue Fund, the Bond Fund, the Project Fund, the Reserve Fund, and the Redemption Fund. “Pledged Revenues” mean, collectively, the (i) Assessment Revenues (excluding the portion of the Improvement Area #1 Assessments and Improvement Area #1 Annual Installments collected for the payment of Annual Collection Costs and Delinquent Collection Costs, as set forth in the Service and Assessment Plan), (ii) the moneys held in any of the Pledged Funds, and (iii) any additional revenues that the City may pledge to the payment of the Bonds. “Prepayment” means the payment of all or a portion of an Improvement Area #1 Assessment before the due date thereof. Amounts received at the time of a Prepayment which represent a payment of principal, interest, or penalties on a delinquent installment of an Improvement Area #1 Assessment are not to be considered a Prepayment, but rather are to be treated as the payment of the regularly scheduled Improvement Area #1 Assessment. “Trust Estate” means the Trust Estate described in the granting clauses of the Indenture, and the Trust Estate shall only include Pledged Revenues related to the Improvement Area #1 Assessments levied on the Improvement Area #1 Assessed Property within Improvement Area #1, unless the City pledges additional revenues to the payment of the Bonds, which additional pledge may only be created in a Supplemental Indenture. The City will covenant in the Indenture that it will take and pursue all actions permissible under Applicable Laws to cause the Improvement Area #1 Assessments to be collected and the liens thereof to be enforced continuously. See “SECURITY FOR THE BONDS – Pledged Revenue Fund,” “APPENDIX B – Form of Indenture,” and “APPENDIX C – Form of Service and Assessment Plan.” The PID Act provides that the Improvement Area #1 Assessments (including any reassessment, with interest, the expense of collection and reasonable attorney’s fees, if incurred) are a first and prior lien (the “Assessment Lien”) against the Improvement Area #1 Assessed Property, superior to all other liens and claims, except liens or claims for State, county, school district, or municipality ad valorem taxes and are a personal liability of and charge against the owners of property, regardless of whether the owners are named. Pursuant to the PID Act, the Assessment Lien is effective from the date of the Assessment Ordinance until the Improvement Area #1 Assessments are paid (or otherwise discharged), and is enforceable by the City Council in the same manner that an ad valorem property tax levied against real property may be enforced by the City Council. See “ASSESSMENT PROCEDURES.” The Assessment Lien is superior to any homestead rights of a property owner that were properly claimed after the adoption of the Assessment Ordinance. However, an Assessment Lien may not be foreclosed upon if any homestead rights of a property owner were properly claimed prior to the adoption of the Assessment Ordinance (“Pre-existing Homestead Rights”) for as long as such rights are maintained on the property. See “BONDHOLDERS’ RISKS – Assessment Limitations.” 13 Collection and Deposit of Improvement Area #1 Assessments The Improvement Area #1 Assessments shown on the Improvement Area #1 Assessment Roll, together with the interest thereon, shall first be applied to the payment of the principal of and interest on the Bonds as and to the extent provided in the Service and Assessment Plan and the Indenture. In the event the City owes Rebatable Arbitrage to the United States Government, the Improvement Area #1 Assessments shall first be applied to pay the full amount of Rebatable Arbitrage owed by the City, prior to any transfers to the Bond Fund. The Improvement Area #1 Assessments assessed to pay debt service on the Bonds, together with interest thereon, are payable in Improvement Area #1 Annual Installments established by the Assessment Ordinance and the Service and Assessment Plan to correspond, as nearly as practicable, to the debt service requirements for the Bonds. An Improvement Area #1 Annual Installment of an Improvement Area #1 Assessment has been made payable in the Assessment Ordinance in each fiscal year of the City preceding the date of final maturity of the Bonds which, if collected, will be sufficient to first pay debt service requirements attributable to Improvement Area #1 Assessments in the Service and Assessment Plan. Each Improvement Area #1 Annual Installment is payable as provided in the Service and Assessment Plan and the Assessment Ordinance. A record of the Improvement Area #1 Assessments on each parcel, tract, or lot which are to be collected in each year during the term of the Bonds is shown on the Improvement Area #1 Assessment Roll. Sums received from the collection of the Improvement Area #1 Assessments to pay the debt service requirements (including delinquent installments, Foreclosure Proceeds, and penalties) and of the interest thereon shall be deposited into the Bond Pledged Revenue Account of the Pledged Revenue Fund. Promptly after the deposit of Foreclosure Proceeds into the Pledged Revenue Fund, the Trustee shall transfer such Foreclosure Proceeds first, to the Reserve Fund to restore any transfers from the Accounts within the Reserve Fund made with respect to the particular Improvement Area #1 Assessed Property to which the Foreclosure Proceeds relate (first, to replenish the Reserve Account Requirement and second, to replenish the Delinquency and Prepayment Reserve Account Requirement), and second, to the Redemption Fund. See “SECURITY FOR THE BONDS – Pledged Revenue Fund” and “APPENDIX B – Form of Indenture.” The portions of the Improvement Area #1 Annual Installments of Improvement Area #1 Assessments collected to pay Annual Collection Costs and Delinquent Collection Costs shall be deposited in the Administrative Fund and shall not constitute Pledged Revenues. Unconditional Levy of Improvement Area #1 Assessments The City will impose Improvement Area #1 Assessments on the Improvement Area #1 Assessed Property to pay the principal of and interest on the Bonds scheduled for payment from Pledged Revenues as described in the Indenture and in the Service and Assessment Plan and coming due during each Fiscal Year. The Improvement Area #1 Assessments are effective on the date of, and strictly in accordance with the terms of, the Assessment Ordinance. Each Improvement Area #1 Assessment may be paid in full or in part at any time, or in periodic Improvement Area #1 Annual Installments over a period of time equal to the term of the Bonds, which installments shall include interest on the Improvement Area #1 Assessments. Pursuant to the Assessment Ordinance, interest on the Improvement Area #1 Assessments for each lot within Improvement Area #1 of the District will begin to accrue on the date specified in the Service and Assessment Plan and, prior to issuance of the Bonds, is calculated at a rate specified in the Assessment Ordinance. After issuance of the Bonds, interest on the Improvement Area #1 Assessments for each lot within Improvement Area #1 of the District will accrue at a rate specified in the Assessment Ordinance, but may not exceed the interest rate on the Bonds plus the 0.50% additional interest charged on Improvement Area #1 Assessments pursuant to Section 372.018 of the Act (“Additional Interest”). Such interest rates may be adjusted as described in the Service and Assessment Plan. Each Improvement Area #1 Annual Installment, including the interest on the unpaid amount of an Improvement Area #1 Assessment, shall be calculated annually and shall be due on October 1 of each year. Each Improvement Area #1 Annual Installment together with interest thereon shall be delinquent if not paid prior to February 1 of the following year. The initial Improvement Area #1 Annual Installments of the Improvement Area #1 Assessments will be due on or about October 1, 2025, and will be delinquent if not paid prior to February 1, 2026. 14 As authorized by Section 372.018(b) of the PID Act, the City will calculate and collect, each year while the Bonds are Outstanding and unpaid, a portion of each Improvement Area #1 Annual Installment to pay the annual costs incurred by the City in the administration and operation of the District. The portion of each Improvement Area #1 Annual Installment used to pay such annual costs shall remain in effect from year to year until all Bonds are finally paid or until the City adjusts the amount after an annual review in any year pursuant to Section 372.013 of the PID Act. The amount collected to pay Annual Collection Costs shall be due in the manner set forth in the Assessment Ordinance on October 1 of each year and shall be delinquent if not paid by February 1 of the following year. Amounts collected to pay Annual Collection Costs do not secure repayment of the Bonds. There is no discount for the early payment of Improvement Area #1 Assessments. Improvement Area #1 Assessments, together with interest, penalties, and expense of collection and reasonable attorneys’ fees, as permitted by the Texas Tax Code, shall be a first and prior lien against the Improvement Area #1 Assessed Property, superior to all other liens and claims, except liens or claims for State, county, school district, or municipality ad valorem taxes and shall be a personal liability of and charge against the owner of the Improvement Area #1 Assessed Property regardless of whether the owners are named, and runs with the land. The lien for Improvement Area #1 Assessments and penalties and interest will begin on the effective date of the Assessment Ordinance and continue until the Improvement Area #1 Assessments are paid or until all Bonds are finally paid. Failure to pay an Improvement Area #1 Annual Installment when due will not accelerate the payment of the remaining Improvement Area #1 Annual Installments of the Improvement Area #1 Assessments and such remaining Improvement Area #1 Annual Installments (including interest) shall continue to be due and payable at the same time and in the same amount and manner as if such default had not occurred. Perfected Security Interest The lien on and pledge of the Trust Estate to secure the Bonds shall be valid and binding and fully perfected from and after the Closing Date, without physical delivery or transfer of control of the Trust Estate, the filing of the Indenture or any other act; all as provided in Texas Government Code, Chapter 1208, as amended, which applies to the issuance of the Bonds and the pledge of the Trust Estate granted by the City under the Indenture, and such pledge is therefore valid, effective, and perfected. If Texas law is amended at any time while the Bonds are Outstanding such that the pledge of the Trust Estate granted by the City under the Indenture is to be subject to the filing requirements of Texas Business and Commerce Code, Chapter 9, as amended, then in order to preserve to the registered owners of the Bonds the perfection of the security interest in said pledge, the City agrees to take such measures as it determines are reasonable and necessary under Texas law to comply with the applicable provisions of Texas Business and Commerce Code, Chapter 9, as amended, and enable a filing to perfect the security interest in said pledge to occur. See “APPENDIX B – Form of Indenture.” Pledged Revenue Fund Periodically upon receipt thereof, the City shall transfer or cause to be transferred, pursuant to a City Certificate provided to the Trustee for deposit to the Pledged Revenue Fund the Improvement Area #1 Assessments and Improvement Area #1 Annual Installments, other than the portion of the Improvement Area #1 Assessments and Improvement Area #1 Annual Installments allocated to the payment of Annual Collection Costs and Delinquent Collection Costs, which shall be deposited to the Administrative Fund in accordance with the Indenture. Following such deposit to the Pledged Revenue Fund, the City shall transfer or cause to be transferred pursuant to a City Certificate provided to the Trustee the following amounts from the Pledged Revenue Fund to the following Accounts: (i) first, to the Bond Pledged Revenue Account of the Pledged Revenue Fund, an amount sufficient to pay debt service on the Bonds next coming due, and (ii) second, if necessary, to the Reserve Account of the Reserve Fund, an amount to cause the amount in the Reserve Account to equal the Reserve Account Requirement. Notwithstanding the foregoing, the Additional Interest shall only be utilized for the purposes set forth in the Indenture and, immediately following the initial deposit to the Pledged Revenue Fund, prior to any other transfers or deposits being made as described in this paragraph, if the Delinquency and Prepayment Reserve Account of the Reserve Fund does not contain the Delinquency and Prepayment Reserve Requirement and Additional Interest is collected, then all such Additional Interest will be transferred into the Delinquency and Prepayment Reserve 15 Account until the Delinquency and Prepayment Reserve Requirement is met. In addition, in the event the City owes Rebatable Arbitrage to the United States Government pursuant to the Indenture, the City shall provide a City Certificate to the Trustee to transfer to the Rebate Fund, prior to any other transfer described in this paragraph, the full amount of Rebatable Arbitrage owed by the City, as further described in the Indenture. If any funds remain on deposit in the Pledged Revenue Fund after the foregoing deposits are made, the City shall have the option, in its sole and absolute discretion, to use such excess funds for any one or more of the following purposes: (i) to pay costs of the Improvement Area #1 Projects, (ii) to pay other costs permitted by the PID Act, or (iii) to deposit such excess into the Redemption Fund to redeem Bonds as provided in the Indenture. Along with each transfer to the Trustee, the City shall provide a certificate as to the funds, accounts, and payments into which the amounts are to be deposited or paid. From time to time as needed to pay the obligations relating to the Bonds, but no later than five (5) Business Days before each Interest Payment Date, the Trustee shall withdraw from the Pledged Revenue Fund and transfer to the Principal and Interest Account of the Bond Fund, an amount, taking into account any amounts then on deposit in such Principal and Interest Account and any expected transfers from the Capitalized Interest Account to the Principal and Interest Account, such that the amount on deposit in the Principal and Interest Account equals the principal (including any Sinking Fund Installments) and interest due on the Bonds on the next Interest Payment Date. If, after the foregoing transfers and any transfer from the Reserve Fund as provided in the Indenture, there are insufficient funds to make the payments provided in the preceding paragraph above, the Trustee shall apply the available funds in the Principal and Interest Account first to the payment of interest, then to the payment of principal (including any Sinking Fund Installments) on the Bonds. The Trustee shall transfer Prepayments to the Redemption Fund to be used to redeem Bonds pursuant the Indenture promptly after deposit of such amounts into the Pledged Revenue Fund. Promptly after the deposit of Foreclosure Proceeds into the Pledged Revenue Fund, the Trustee shall transfer such Foreclosure Proceeds first to the Reserve Fund to restore any transfers from the Accounts within the Reserve Fund made with respect to the particular Improvement Area #1 Assessed Property to which the Foreclosure Proceeds relate (first, to replenish the Reserve Account Requirement and second, to replenish the Delinquency and Prepayment Reserve Requirement), and second, to the Redemption Fund to be used to redeem Bonds pursuant to the Indenture. After satisfaction of the requirement to provide for the payment of the principal and interest on the Bonds and to fund any deficiency that may exist in the Reserve Fund, the Trustee shall transfer any Pledged Revenues remaining in the Pledged Revenue Fund for the purposes set forth in the Indenture as directed by the City in a City Certificate. Bond Fund On each Interest Payment Date, the Trustee shall withdraw from the Principal and Interest Account and transfer to the Paying Agent/Registrar the principal (including any Sinking Fund Installments) and interest then due and payable on the Bonds, less any amount to be used to pay interest on the Bonds on such Interest Payment Date from the Capitalized Interest Account as provided below. If amounts in the Principal and Interest Account are insufficient for the purposes set forth above, the Trustee shall withdraw from the Reserve Fund amounts to cover the amount of such insufficiency. Amounts so withdrawn from the Reserve Fund shall be deposited in the Principal and Interest Account and transferred to the Paying Agent/Registrar. If, after the foregoing transfers and any transfer from the Reserve Fund as provided in the Indenture, there are insufficient funds to make the payments provided above, the Trustee shall apply the available funds in the Principal and Interest Account first to the payment of interest, then to the payment of principal (including any Sinking Fund Installments) on the Bonds. 16 Moneys in the Capitalized Interest Account shall be used for the payment of interest on the Bonds on the following dates and in the following amounts: Date Amount March 15, 2025 $ September 15, 2025 Any amounts on deposit in the Capitalized Interest Account after the payment of interest on the dates and in the amounts listed above shall be transferred shall be transferred, at the direction of the City, to the Improvement Area #1 Bond Improvement Account of the Project Fund, or to the Redemption Fund to be used to redeem Bonds, and the Capitalized Interest Account shall be closed. Project Fund Money on deposit in the Project Fund shall be used for the purposes specified in the Indenture. Disbursements from the Costs of Issuance Account of the Project Fund shall be made by the Trustee to pay costs of issuance of the Bonds pursuant to one or more City Certificates. Disbursements from the Improvement Area #1 Bond Improvement Account of the Project Fund to pay Improvement Area #1 Project Costs shall be made by the Trustee upon receipt by the Trustee of a properly executed and completed Certification for Payment. The funds from the Improvement Area #1 Bond Improvement Account of the Project Fund shall be disbursed in accordance with a Certification for Payment for Improvement Area #1 Projects as described in the CFA Agreement. Except as provided in the succeeding paragraphs below, money on deposit in the Improvement Area #1 Bond Improvement Account of the Project Fund shall be used solely to pay Improvement Area #1 Project Costs. If the City Representative determines in his or her sole discretion that certain amounts then on deposit in the Improvement Area #1 Bond Improvement Account are not expected to be expended for purposes of the Project Fund due to the abandonment, or constructive abandonment, of one or more of the Improvement Area #1 Projects such that, in the opinion of the City Representative, it is unlikely that the amounts in the Improvement Area #1 Bond Improvement Account will ever be expended for the purposes of the Project Fund, the City Representative shall file a City Certificate with the Trustee which identifies the amounts then on deposit in the Improvement Area #1 Bond Improvement Account that are not expected to be used for purposes of the Project Fund. If such City Certificate is so filed, the identified amounts on deposit in the Improvement Area #1 Bond Improvement Account shall be transferred to the Bond Fund or to the Redemption Fund to be used to redeem Bonds pursuant to the Indenture as directed by the City Representative in a City Certificate filed with the Trustee. Upon such transfer, the Improvement Area #1 Bond Improvement Account of the Project Fund shall be closed. In making any determination regarding the Project Fund pursuant to the Indenture, the City Representative may conclusively rely upon a certificate of an Independent Financial Consultant. Upon the filing of a City Certificate stating that all Improvement Area #1 Projects have been completed and that all Improvement Area #1 Project Costs have been paid, or that any Improvement Area #1 Projects are not required to be paid from the Project Fund pursuant to a Certification for Payment, the Trustee shall transfer the amount, if any, remaining within the Improvement Area #1 Bond Improvement Account of the Project Fund to the Bond Fund or to the Redemption Fund to be used to redeem Bonds pursuant to the Indenture as directed by the City Representative in a City Certificate filed with the Trustee. Upon such transfer, the Improvement Area #1 Bond Improvement Account of the Project Fund shall be closed. Upon a determination by the City Representative that all costs of issuance of the Bonds have been paid, any amounts remaining in the Costs of Issuance Account shall be transferred to the Improvement Area #1 Bond Improvement Account of the Project Fund and used to pay the cost of Improvement Area #1 Project Costs or to the Principal and Interest Account and used to pay interest on the Bonds, as directed in a City Certificate filed with the Trustee, and the Costs of Issuance Account shall be closed. In the event the Developer has not completed the Improvement Area #1 Projects by July 17, 2029, then the City shall provide written direction to the Trustee to transfer all funds on deposit in the Improvement Area #1 Bond 17 Improvement Account to the Redemption Fund to redeem Bonds pursuant to the Indenture. Upon such transfer, the Improvement Area #1 Bond Improvement Account of the Project Fund shall be closed. Reserve Fund (Reserve Account and Delinquency and Prepayment Reserve Account) Pursuant to the Indenture, a Reserve Account will be created within the Reserve Fund, held by the Trustee for the benefit of the Bonds, and initially funded with proceeds of the Bonds in the amount of the Reserve Account Requirement. Pursuant to the Indenture, the “Reserve Account Requirement” for the Bonds shall be the least of (i) Maximum Annual Debt Service on the Bonds as of their date of issuance, (ii) 125% of average Annual Debt Service on the Bonds as of their date of issuance, and (iii) 10% of the proceeds of the Bonds, however, that such amount shall be reduced by the amount of any transfers made to the Redemption Fund as a result of Prepayments; and provided further that as a result of (1) an optional redemption or (2) an extraordinary optional redemption, the Reserve Account Requirement shall be reduced by a percentage equal to the pro rata principal amount of Bonds redeemed by such redemption divided by the total principal amount of the Outstanding Bonds prior to such redemption. As of the date of issuance of the Bonds, the Reserve Account Requirement is $ *, which is an amount equal to the [Maximum Annual Debt Service] on the Bonds as of their date of issuance. The City will agree with the Owners of the Bonds to accumulate and, when accumulated, maintain in the Reserve Account, an amount equal to not less than the Reserve Account Requirement. All amounts deposited in the Reserve Account shall be used and withdrawn by the Trustee for the purpose of making transfers to the Principal and Interest Account of the Bond Fund as provided in the Indenture. The Trustee will transfer from the Bond Pledged Revenue Account of the Pledged Revenue Fund to the Delinquency and Prepayment Reserve Account on March 15 of each year, commencing March 15, 2025, an amount the City confirms to the Trustee is equal to the Additional Interest until the Delinquency and Prepayment Reserve Requirement has been accumulated in the Delinquency and Prepayment Reserve Account; provided, however, that at any time the amount on deposit in the Delinquency and Prepayment Reserve Account is less than Delinquency and Prepayment Reserve Requirement, the Trustee shall resume depositing the Additional Interest into the Delinquency and Prepayment Reserve Account until the Delinquency and Prepayment Reserve Requirement has reaccumulated in the Delinquency and Prepayment Reserve Account. In transferring the amounts pursuant to the Indenture, the Trustee may conclusively rely on a City Certificate (which shall be based on the Improvement Area #1 Annual Installments as shown on the Improvement Area #1 Assessment Roll in the Service and Assessment Plan) unless and until it receives a City Certificate directing that a different amount be used. Whenever a transfer is made from the Reserve Account to the Bond Fund due to a deficiency in the Bond Fund, the Trustee shall provide written notice thereof to the City, specifying the amount withdrawn and the source of said funds. The Additional Interest shall continue to be collected and deposited pursuant to the Indenture until the Bonds are no longer Outstanding. “Delinquency and Prepayment Reserve Requirement” means an amount equal to 5.5% of the principal amount of the Outstanding Bonds to be funded from the Additional Interest deposited to the Pledged Revenue Fund and transferred to the Delinquency and Prepayment Reserve Account. In the event of an extraordinary optional redemption of Bonds from the proceeds of a Prepayment pursuant to the Indenture, the Trustee, pursuant to a City Certificate, shall transfer from the Reserve Account of the Reserve Fund to the Redemption Fund the amount specified in such directions, which shall be an amount equal to the principal amount of Bonds to be redeemed multiplied by the lesser of: (i) the amount required to be in the Reserve Account of the Reserve Fund divided by the principal amount of Outstanding Bonds prior to the redemption, and (ii) the amount actually in the Reserve Account of the Reserve Fund divided by the principal amount of Outstanding Bonds prior to the redemption. If after such transfer, and after applying investment earnings on the Prepayment toward payment of accrued interest, there are insufficient funds to pay the principal amount plus accrued and unpaid interest on such Bonds to the date fixed for redemption of the Bonds to be redeemed as a result of such Prepayment, the Trustee shall transfer an amount equal to the shortfall, or any additional amounts necessary to permit the Bonds to be redeemed in minimum principal amounts of $1,000, from the Delinquency and Prepayment Reserve Account to the Redemption Fund to be applied to the redemption of the Bonds. Whenever, on any Interest Payment Date, or on any other date at the written request of a City Representative, the value of cash and Value of Investment Securities on deposit in the Reserve Account exceeds the Reserve Account Requirement, the Trustee shall provide written notice to the City Representative of the amount of * To be completed upon pricing of the Bonds. 18 the excess. Such excess shall be transferred to the Principal and Interest Account to be used for the payment of interest on the Bonds on the next Interest Payment Date in accordance with the Indenture, unless within thirty days of such notice to the City Representative, the Trustee receives a City Certificate instructing the Trustee to apply such excess: (i) to pay amounts due to the U.S. Government in accordance with the Code, (ii) to the Administrative Fund in an amount not more than the Annual Collection Costs for the Bonds, (iii) to the Improvement Area #1 Bond Improvement Account of the Project Fund to pay costs of the Improvement Area #1 Projects if such application and the expenditure of funds is expected to occur within three years, or (iv) to the Redemption Fund to be applied to the redemption of Bonds. Whenever, on any Interest Payment Date, or on any other date at the written request of a City Representative, the amounts on deposit in the Delinquency and Prepayment Reserve Account exceed the Delinquency and Prepayment Reserve Requirement, the Trustee shall provide written notice to the City of the amount of the excess, and such excess shall be transferred, at the direction of the City pursuant to a City Certificate, to the Administrative Fund for the payment of Annual Collection Costs or to the Redemption Fund to be used to redeem Bonds pursuant to the Indenture. In the event that the Trustee does not receive a City Certificate directing the transfer of such excess to the Administrative Fund within 45 days of providing notice to the City of such excess, the Trustee shall transfer such excess to the Redemption Fund to redeem Bonds pursuant to the Indenture and provide the City with written notification of the transfer. The Trustee shall incur no liability for the accuracy or validity of the transfer so long as the Trustee made such transfer in full compliance with the Indenture. Whenever, on any Interest Payment Date, the amount on deposit in the Bond Fund is insufficient to pay the debt service on the Bonds due on such date, the Trustee shall transfer first from the Delinquency and Prepayment Reserve Account of the Reserve Fund and second from the Reserve Account of the Reserve Fund to the Bond Fund the amounts necessary to cure such deficiency. At the final maturity of the Bonds, the amount on deposit in the Reserve Account and the Delinquency and Prepayment Reserve Account shall be transferred to the Principal and Interest Account and applied to the payment of the principal of the Bonds. If, after a Reserve Account withdrawal, the amount on deposit in the Reserve Account is less than the Reserve Account Requirement, the Trustee shall transfer from the Pledged Revenue Fund to the Reserve Account the amount of such deficiency, but only to the extent that such amount is not required for the timely payment of principal, interest, or Sinking Fund Installments. If the amount held in the Reserve Fund together with the amount held in the Pledged Revenue Fund, the Bond Fund, and Redemption Fund is sufficient to pay the principal amount and of all Outstanding Bonds on the next date the Bonds may be optionally redeemed by the City at a redemption price of par, together with the unpaid interest accrued on such Bonds as of such date, the moneys shall be transferred to the Redemption Fund and thereafter used to redeem all Bonds on such date. Administrative Fund The City will create under the Indenture an Administrative Fund held by the Trustee. Periodically, upon receipt thereof, the City shall deposit or cause to be deposited to the Administrative Fund the portion of the Improvement Area #1 Assessments and Improvement Area #1 Annual Installments allocated to the payment of Annual Collection Costs and Delinquent Collection Costs, as set forth in the Service and Assessment Plan. Moneys in the Administrative Fund shall be held by the Trustee separate and apart from the other Funds created and administered under the Indenture and used as directed by a City Certificate solely for the purposes set forth in the Service and Assessment Plan, including payment of the Annual Collection Costs and Delinquent Collection Costs. See “APPENDIX C – Form of Service and Assessment Plan.” THE ADMINISTRATIVE FUND IS NOT PART OF THE TRUST ESTATE AND IS NOT SECURITY FOR THE BONDS. 19 Defeasance Any Outstanding Bonds shall, prior to the Stated Maturity or redemption date thereof, be deemed to have been paid and no longer Outstanding within the meaning of the Indenture (a “Defeased Debt”), when payment of the principal of, premium, if any, on such Defeased Debt, plus interest thereon to the due date thereof (whether such due date be by reason of maturity, redemption, or otherwise), either (i) shall have been made in accordance with the terms thereof, or (ii) shall have been provided by irrevocably depositing with the Trustee, in trust, and irrevocably set aside exclusively for such payment, (A) money sufficient to make such payment, or (B) Defeasance Securities that mature as to principal and interest in such amount and at such times as will insure the availability, without reinvestment, of sufficient money to make such payment, and all necessary and proper fees, compensation, and expenses of the Trustee pertaining to the Bonds with respect to which such deposit is made shall have been paid or the payment thereof provided for to the satisfaction of the Trustee. Neither Defeasance Securities nor moneys deposited with the Trustee nor principal or interest payments on any such Defeasance Securities shall be withdrawn or used for any purpose other than, and shall be held in trust for, the payment of the principal of and interest on the Bonds and shall not be part of the Trust Estate. Any cash received from such principal of and interest on such Defeasance Securities deposited with the Trustee, if not then needed for such purpose, shall be reinvested in Defeasance Securities as directed by the City maturing at times and in amounts sufficient to pay when due the principal of and interest on the Bonds on and prior to such redemption date or maturity date thereof, as the case may be. Any payment for Defeasance Securities purchased for the purpose of reinvesting cash as aforesaid shall be made only against delivery of such Defeasance Securities. “Defeasance Securities” means Investment Securities then authorized by applicable law for the investment of funds to defease public securities. “Investment Securities” means those authorized investments described in the Public Funds Investment Act, Chapter 2256, Texas Government Code, as amended, which investments are, at the time made, included in and authorized by the City’s official investment policy as approved by the City Council from time to time. Under current State law, Investment Securities that are authorized for the investment of funds to defease public securities are (a) direct, noncallable obligations of the United States of America, including obligations that are unconditionally guaranteed by the United States of America; (b) noncallable obligations of an agency or instrumentality of the United States of America, including obligations that are unconditionally guaranteed or insured by the agency or instrumentality, and that, on the date the governing body of the City adopts or approves the proceedings authorizing the issuance of refunding bonds, are rated as to investment quality by a nationally recognized investment rating firm not less than “AAA” or its equivalent; and (c) noncallable obligations of a state or an agency or a county, municipality, or other political subdivision of a state that have been refunded and that, on the date the governing body of the City adopts or approves the proceedings authorizing the issuance of refunding bonds, are rated as to investment quality by a nationally recognized investment rating firm not less than “AAA” or its equivalent. There is no assurance that the current law will not be changed in a manner which would permit investments other than those described above to be made with amounts deposited to defease the Bonds. Because the Indenture does not contractually limit such investments, Owners may be deemed to have consented to defeasance with such other investments, notwithstanding the fact that such investments may not be of the same investment quality as those currently permitted under State law. There is no assurance that the ratings for U.S. Treasury securities used as Defeasance Securities or that for any other Defeasance Security will be maintained at any particular rating category. Events of Default Each of the following occurrences or events constitutes an “Event of Default” under the Indenture: i. The failure of the City to deposit the Pledged Revenues to the Pledged Revenue Fund; ii. The failure of the City to enforce the collection of the Improvement Area #1 Assessments, including the prosecution of foreclosure proceedings; iii. Default in the performance or observance of any covenant, agreement, or obligation of the City under the Indenture, other than a default under (iv) below, and the continuation thereof for a period of ninety (90) days after written notice specifying such default and requiring same to be 20 remedied shall have been given to the City by the Trustee, which may give notice in its discretion and which shall give such notice at the written request of the Owners of not less than 51% in aggregate Outstanding principal amount of the Bonds; provided, however, if the default stated in the notice is capable of cure but cannot reasonably be cured within the applicable period, the City shall be entitled to a further extension of time reasonably necessary to remedy such default so long as corrective action is instituted by the City within the applicable period and is diligently pursued until such failure is corrected, but in no event for a period of time of more than one hundred eighty (180) days after such notice; and iv. The failure to make payment of the principal of or interest on any of the Bonds when the same becomes due and payable and such failure is not remedied within thirty (30) days thereafter. The Trustee shall not be charged with knowledge of (a) any events or other information, or (b) any default under the Indenture or any other agreement unless a responsible officer of the Trustee shall have actual knowledge thereof. Remedies in Event of Default Upon the happening and continuance of any Event of Default, then and in every such case the Trustee may proceed, and upon the written request of the Owners of not less than fifty-one percent (51%) in aggregate Outstanding principal amount of the Bonds under the Indenture shall proceed, to protect and enforce the rights of the Owners under the Indenture by action seeking mandamus or by other suit, action, or special proceeding in equity or at law in any court of competent jurisdiction for any relief to the extent permitted by Applicable Laws including, but not limited to, the specific performance of any covenant or agreement contained in the Indenture, or injunction; provided, however, that no action for money damages against the City may be sought or shall be permitted. THE PRINCIPAL OF THE BONDS SHALL NOT BE SUBJECT TO ACCELERATION UNDER ANY CIRCUMSTANCES. If the assets of the Trust Estate are sufficient to pay all amounts due with respect to all Outstanding Bonds, in the selection of Trust Estate assets to be used in the payment of Bonds due in an Event of Default, the City shall determine, in its absolute discretion, and shall instruct the Trustee by City Certificate, which Trust Estate assets shall be applied to such payment and shall not be liable to any Owner or other Person by reason of such selection and application. In the event that the City shall fail to deliver to the Trustee such City Certificate, the Trustee shall select and liquidate or sell Trust Estate assets as provided in the following paragraph, and shall not be liable to any Owner, or other Person, or the City by reason of such liquidation or sale. The Trustee shall have no liability for its selection of Trust Estate assets to liquidate or sell. Whenever moneys are to be applied pursuant to the Indenture, irrespective of and whether other remedies authorized under the Indenture shall have been pursued in whole or in part, the Trustee may cause any or all of the assets of the Trust Estate, including Investment Securities, to be sold. The Trustee may so sell the assets of the Trust Estate and all right, title, interest, claim, and demand thereto and the right of redemption thereof, in one or more parts, at any such place or places, and at such time or times and upon such notice and terms the Trustee may deem appropriate, and as may be required by law and apply the proceeds thereof in accordance with the provisions of the Indenture. Upon such sale, the Trustee may make and deliver to the purchaser or purchasers a good and sufficient assignment or conveyance for the same, which sale shall be a perpetual bar both at law and in equity against the City, and all other Persons claiming such properties. No purchaser at any sale shall be bound to see to the application of the purchase money proceeds thereof or to inquire as to the authorization, necessity, expediency, or regularity of any such sale. Nevertheless, if so requested by the Trustee, the City shall ratify and confirm any sale or sales by executing and delivering to the Trustee or to such purchaser or purchasers all such instruments as may be necessary or, or in the reasonable judgment of the Trustee, proper for the purpose which may be designated in such request. 21 Restriction on Owner’s Actions No Owner shall have any right to institute any action, suit, or proceeding at law or in equity for the enforcement of the Indenture or for the execution of any trust thereof or any other remedy thereunder, unless (i) a default has occurred and is continuing of which the Trustee has been notified in writing or of which the Trustee is deemed to have notice, (ii) such default has become an Event of Default and the Owners of not less than 51% in aggregate principal amount of the Bonds then Outstanding have made written request to the Trustee and offered it reasonable opportunity either to proceed to exercise the powers granted in the Indenture or to institute such action, suit, or proceeding in its own name, (iii) the Owners have furnished to the Trustee written evidence of indemnity as provided in the Indenture, (iv) the Trustee has for sixty (60) days after such notice failed or refused to exercise the powers granted in the Indenture, or to institute such action, suit, or proceeding in its own name, (v) no written direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Owners of a majority of the aggregate principal amount of the Bonds then Outstanding, and (vi) notice of such action, suit, or proceeding is given to the Trustee in writing; however, no one or more Owners of the Bonds shall have any right in any manner whatsoever to affect, disturb, or prejudice the Indenture by its, his, or their action or to enforce any right under the Indenture except in the manner provided in the Indenture, and that all proceedings at law or in equity shall be instituted and maintained in the manner provided in the Indenture and for the equal benefit of the Owners of all Bonds then Outstanding. The notification, request, and furnishing of indemnity set forth in the Indenture shall, at the option of the Trustee as advised by its counsel, be conditions precedent to the execution of the powers and trusts of the Indenture and to any action or cause of action for the enforcement of the Indenture or for any other remedy under the Indenture. Subject to provisions of the Indenture with respect to certain liabilities of the City, nothing in the Indenture shall affect or impair the right of any Owner to enforce, by action at law, payment of any Bond at and after the maturity thereof, or on the date fixed for redemption, or the obligation of the City to pay each Bond issued thereunder to the respective Owners thereof at the time and place, from the source, and in the manner expressed therein and in the Bonds. In case the Trustee or any Owners shall have proceeded to enforce any right under the Indenture and such proceedings shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Trustee or any Owners, then and in every such case the City, the Trustee, and the Owners shall be restored to their former positions and rights thereunder, and all rights, remedies, and powers of the Trustee shall continue as if no such proceedings had been taken. Application of Revenues and Other Moneys After Event of Default All moneys, securities, funds, Pledged Revenues, and other assets of the Trust Estate and the income therefrom received by the Trustee pursuant to any right given or action taken under the provisions of the Indenture with respect to Events of Default shall, after payment of the cost and expenses of the proceedings resulting in the collection of such amounts, the expenses (including Trustee’s counsel fees, costs, and expenses), liabilities, and advances incurred or made by the Trustee, and the fees of the Trustee in carrying out the Indenture, be applied by the Trustee, on behalf of the City, to the payment of interest and principal or Redemption Price then due on Bonds, as follows: FIRST: To the payment to the Owners entitled thereto all installments of interest then due in the direct order of maturity of such installments, and, if the amount available shall not be sufficient to pay in full any installment, then to the payment thereof ratably, according to the amounts due on such installment, to the Owners entitled thereto, without any discrimination or preference; and SECOND: To the payment to the Owners entitled thereto of the unpaid principal of Outstanding Bonds, or Redemption Price of any Bonds which shall have become due, whether at maturity or by call for redemption, in the direct order of their due dates and, if the amounts available shall not be sufficient to pay in full all the Bonds due on any date, then to the payment thereof ratably, according to the amounts of principal due or Redemption Price and to the Owners entitled thereto, without any discrimination or preference. 22 The Trustee shall make payments to the Owners pursuant to the provisions above within thirty (30) days of receipt of such good and available funds, and the record date shall be the date the Trustee receives such good and available funds. In the event funds are not adequate to cure any of the Events of Default described above, the available funds shall be allocated to the Bonds that are Outstanding in proportion to the quantity of Bonds that are currently due and in default under the terms of the Indenture. The restoration of the City to its prior position after any and all defaults have been cured, as provided above, shall not extend to or affect any subsequent default under the Indenture or impair any right consequent thereon. Investment or Deposit of Funds Money in any Fund or Account established pursuant to the Indenture, other than the Reserve Fund, shall be invested by the Trustee as directed by the City pursuant to a City Certificate filed with the Trustee in Investment Securities; provided that all such deposits and investments shall be made in such manner that the money required to be expended from any Fund or Account will be available at the proper time or times. Money in the Reserve Fund shall be invested in such Investment Securities as directed by the City pursuant to a City Certificate filed with the Trustee, provided that the final maturity of any individual Investment Security shall not exceed 270 days and the average weighted maturity of any investment pool or no-load money market mutual fund shall not exceed 90 days. Obligations purchased as an investment of moneys in any Fund or Account shall be deemed to be part of such Fund or Account, subject, however, to the requirements of the Indenture for transfer of interest earnings and profits resulting from investment of amounts in Funds and Accounts. Whenever in the Indenture any moneys are required to be transferred by the City to the Trustee, such transfer may be accomplished by transferring a like amount of Investment Securities as directed by the City in writing. Against Encumbrances Other than Refunding Bonds issued to refund all or a portion of the Bonds, the City shall not create and, to the extent Pledged Revenues are received, shall not suffer to remain, any lien, encumbrance, or charge upon the Trust Estate or upon any other property pledged under the Indenture, except the pledge created for the security of the Bonds, and other than a lien or pledge subordinate to the lien and pledge of such property related to the Bonds. So long as Bonds are Outstanding under the Indenture, the City shall not issue any bonds, notes, or other evidences of indebtedness other than the Bonds and any Refunding Bonds issued to refund all or a portion of the Bonds, secured by any pledge of or other lien or charge on the Trust Estate or other property pledged under the Indenture, other than a lien or pledge subordinate to the lien and pledge of such property related to the Bonds. Other Obligations or Other Liens; Refunding Bonds The City reserves the right, subject to the provisions contained in the Indenture, to issue Other Obligations under other indentures, assessment ordinances, or similar agreements or other obligations which do not constitute or create a lien on the Trust Estate and are not payable from the Trust Estate, or any portion thereof. Other than Refunding Bonds issued to refund all or a portion of the Bonds, or subordinate lien obligations permitted under the Indenture, the City will not create or voluntarily permit to be created any debt, lien, or charge on the Trust Estate, or any portion thereof, and will not do or omit to do or suffer to be done or omit to be done any matter or things whatsoever whereby the lien of the Indenture or the priority thereof might or could be lost or impaired. Notwithstanding any contrary provision of the Indenture, the City shall not issue additional bonds, notes, or other obligations under the Indenture, secured by any pledge of or other lien or charge on the Trust Estate or other property pledged under the Indenture, other than Refunding Bonds and subordinate lien obligations permitted thereunder. The City reserves the right to issue Refunding Bonds, the proceeds of which would be utilized to refund 23 all or any portion of the Outstanding Bonds or Outstanding Refunding Bonds and to pay all costs incident to the Refunding Bonds, as authorized by the laws of the State. THE REMAINDER OF THIS PAGE IS LEFT BLANK INTENTIONALLY. 24 SOURCES AND USES OF FUNDS* The table that follows summarizes the expected sources and uses of proceeds of the Bonds: Sources of Funds: Principal Amount Total Sources Uses of Funds: Deposit to Improvement Area #1 Bond Improvement Account of the Project Fund Deposit to Costs of Issuance Account of the Project Fund Deposit to Capitalized Interest Account of the Bond Fund Deposit to Reserve Account of the Reserve Fund Deposit to Administrative Fund Underwriter’s Discount (1) Total Uses (1) Includes Underwriter’s Counsel’s fee. THE REMAINDER OF THIS PAGE IS LEFT BLANK INTENTIONALLY. * To be completed upon pricing of the Bonds. 25 DEBT SERVICE REQUIREMENTS* The following table sets forth the debt service requirements for the Bonds: Year Ending (September 30) Principal Interest Total 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041 2042 2043 2044 2045 2046 2047 2048 2049 2050 2051 2052 2053 2054 Total THE REMAINDER OF THIS PAGE IS LEFT BLANK INTENTIONALLY. * To be completed upon pricing of the Bonds. 26 OVERLAPPING TAXES AND DEBT The land within Improvement Area #1 of the District has been, and is expected to continue to be, subject to taxes and assessments imposed by taxing entities other than the City. Such taxes are payable in addition to the Improvement Area #1 Assessments. In addition to the City, Collin County, Texas, the Collin County Community College District, and the Anna Independent School District may each levy ad valorem taxes upon land in Improvement Area #1 of the District for payment of debt incurred by such governmental entities and/or for payment of maintenance and operations expenses. The City has no control over the level of ad valorem taxes or special assessments levied by such other taxing authorities. The following table shows the overlapping ad valorem tax rates currently levied on property located in Improvement Area #1 of the District. Taxing Entity Tax Year 2023 Ad Valorem Tax Rate (1) The City $0.510717 Collin County, Texas 0.149343 Collin County Community College District 0.081220 Anna Independent School District 1.257500 Total Existing Tax Rate $1.998780 Estimated Average Improvement Area #1 Annual Installment of Improvement Area #1 Assessments in Improvement Area #1 as a tax rate equivalent (2) $0.689670 Estimated Total Tax Rate and Average Improvement Area #1 Annual Installment in Improvement Area #1 of the District as a tax rate equivalent (2) $2.688450 ________________________________ (1) As reported by the taxing entities. Per $100 in taxable assessed value. (2) Preliminary, subject to change. Derived from information presented in the Service and Assessment Plan. See “APPENDIX C – Form of Service and Assessment Plan. Assumes completion of homes at values estimated by the Developer. See “THE DEVELOPMENT – Expected Build-Out and Home Prices in the Development.” Sources: Collin Central Appraisal District, the City, and the Administrator. THE REMAINDER OF THIS PAGE IS LEFT BLANK INTENTIONALLY. 27 As noted above, Improvement Area #1 of the District includes territory located in other governmental entities that may issue or incur debt secured by the levy and collection of ad valorem taxes or assessments. Set forth below is an overlapping debt table showing the outstanding indebtedness payable from ad valorem taxes with respect to property within Improvement Area #1 of the District, as of June 15, 2024, and City debt secured by the Improvement Area #1 Assessments: Taxing or Assessing Entity Gross Outstanding Debt as of June 15, 2024 Estimated Percentage Applicable (1) Direct and Estimated Overlapping Debt (1) The City (Improvement Area #1 Assessments – The Bonds) $ 12,387,000* 100.000% $ 12,387,000* The City (Ad Valorem Taxes) 160,695,000 0.759% 1,219,750 Collin County, Texas 658,360,000 0.011% 72,418 Collin County Community College District 480,350,000 0.012% 58,956 Anna Independent School District 318,687,991 0.735% 2,342,108 TOTAL $1,630,479,991 $16,080,232 * Preliminary; subject to change. (1) Based on the prospective market value for Improvement Area #1 of the District and the Tax Year 2023 Net Taxable Assessed Valuations for the taxing entities. See “APPRAISAL” and “APPENDIX H – Appraisal.” Sources: Collin Central Appraisal District and Municipal Advisory Council of Texas If land is devoted principally to agricultural use, a landowner can apply for an agricultural valuation on the property and pay ad valorem taxes based on the land’s agricultural value. If land qualified for an agricultural valuation but the land use changes to a non-agricultural use, “rollback taxes” are assessed for each of the previous three (3) years in which the land received the lower agricultural valuation. The rollback tax is the difference between taxes paid on land’s agricultural value and the taxes that the landowner would have paid if the land had been taxed on a higher market value plus interest charged for each year from the date on which taxes would have been due. If land qualified for an agricultural valuation but the land use changes to a non-agricultural use, “rollback taxes” are assessed for each of the previous five years in which the land received the lower agricultural valuation. The rollback tax is the difference between taxes paid on land’s agricultural value and the taxes that the landowner would have paid if the land had been taxed on a higher market value plus interest charged for each year from the date on which taxes would have been due. If the land use changes to a non-agricultural use on only a portion of a larger tract, the landowner can fence off the remaining land and maintain the agricultural valuation on the remaining land. In this scenario, the landowner would only be responsible for rollback taxes on that portion of the land where use changed and not the entire tract. Beginning in 2024, Improvement Area #1 will no longer be subject to an agricultural valuation. The Developer has received a change in use letter from Collin Central Appraisal District for rollback taxes due by January 31, 2025, in the estimated amount of $207,670.59. Homeowners’ Association Dues In addition to the Improvement Area #1 Assessments described above, the Developer anticipates that each property owner in Improvement Area #1 of the District will pay a property owner’s association fee to the Meadow Vista Residential Community, Inc. (the “HOA”), in the approximate amount of $500 annually. THE REMAINDER OF THIS PAGE IS LEFT BLANK INTENTIONALLY. 28 ASSESSMENT PROCEDURES General As required by the PID Act, when the City determines to defray a portion of the costs of the Improvement Area #1 Projects through Improvement Area #1 Assessments, it must adopt a resolution generally describing the Improvement Area #1 Projects and the land within Improvement Area #1 of the District to be subject to Improvement Area #1 Assessments to pay the cost therefor. The City has caused the Improvement Area #1 Assessment Roll to be prepared, which shows the land within Improvement Area #1 of the District to be assessed, the amount of the benefit to and the Improvement Area #1 Assessment against each lot or parcel of land, and the number of Improvement Area #1 Annual Installments in which the Improvement Area #1 Assessment is divided. The Improvement Area #1 Assessment Roll will be filed with the City Secretary and made available for public inspection. Statutory notice will be given to the owners of the property to be assessed and a public hearing will be conducted to hear testimony from affected property owners as to the propriety and advisability of undertaking the Improvement Area #1 Projects and funding a portion of the same with Improvement Area #1 Assessments. The City expects to levy the Improvement Area #1 Assessments and adopt the Assessment Ordinance on July 9, 2024. After adoption of the Assessment Ordinance, the Improvement Area #1 Assessments will become legal, valid, and binding liens upon the property against which the Improvement Area #1 Assessments were made. Under the PID Act, the Actual Costs of the Improvement Area #1 Projects may be assessed by the City against the Improvement Area #1 Assessed Property in Improvement Area #1 of the District so long as the special benefit conferred upon the Improvement Area #1 Assessed Property by the Improvement Area #1 Projects equals or exceeds the Improvement Area #1 Assessments. The costs of the Improvement Area #1 Projects may be assessed using any methodology that results in the imposition of equal shares of cost on Improvement Area #1 Assessed Property similarly benefited. The allocation of benefits and assessments to the benefitted land within the District, including land in Improvement Area #1, is set forth in the Service and Assessment Plan, which should be read in its entirety. See “APPENDIX C – Form of Service and Assessment Plan.” Improvement Area #1 Assessment Methodology The Service and Assessment Plan describes the special benefit to be received by each parcel of Improvement Area #1 Assessed Property as a result of the Improvement Area #1 Projects, provides the basis and justification for the determination that such special benefit exceeds the Improvement Area #1 Assessments being levied, and establishes the methodology by which the City allocates the special benefit of the Improvement Area #1 Projects to parcels of Improvement Area #1 Assessed Property in a manner that results in equal shares of costs being apportioned to parcels of Improvement Area #1 Assessed Property similarly benefited. As described in the Service and Assessment Plan, a portion of the costs of the Improvement Area #1 Projects are being funded with proceeds of the Bonds, which are payable from Pledged Revenues, including Assessment Revenues, and other assets comprising the Trust Estate. As set forth in the Service and Assessment Plan, the City Council has determined that the Actual Costs of the Improvement Area #1 Projects will be allocated to the Improvement Area #1 Assessed Property by spreading the entire Improvement Area #1 Assessment across all Improvement Area #1 Assessed Property within Improvement Area #1 of the District based on the ratio of Estimated Buildout Value of each Lot Type in Improvement Area #1 to the Estimated Buildout Value of all Improvement Area #1 Assessed Property within Improvement Area #1. At the time the City adopts the Assessment Ordinance, the Improvement Area #1 Initial Parcel will be the only Parcel within Improvement Area #1, and as such, the Improvement Area #1 Initial Parcel will be allocated 100% of the Improvement Area #1 Authorized Improvements. THE REMAINDER OF THIS PAGE IS LEFT BLANK INTENTIONALLY. 29 The following table provides additional analysis with respect to assessment methodology, including the value to Improvement Area #1 Assessment burden ratio per Lot Type, equivalent tax rate per Lot Type, and leverage per Lot Type related to the Improvement Area #1 Assessments applicable to Improvement Area #1. The information in the table was obtained from and calculated using information provided in the Service and Assessment Plan. See “APPENDIX C – Form of Service and Assessment Plan.” Lien to Value Analysis, Improvement Area #1 Assessment Allocation, Equivalent Tax Rate, and Leverage per Lot Type in Improvement Area #1 Lot Type Planned No. of Lots Estimated Finished Value per Lot Type (1) Projected Average Home Value per Lot Type (2) Improvement Area #1 Assessment per Lot Type (3) Average Improvement Area #1 Annual Installment of Improvement Area #1 Assessment per Lot Type (3) Tax Rate Equivalent of Average Improvement Area #1 Annual Installment of Improvement Area #1 Assessment per Lot Type (3) Estimated Ratio of Estimated Finished Value per Lot Type to Improvemen t Area #1 Assessment (1), (3) Estimated Ratio of Projected Average Home Value per Lot Type to Improvement Area #1 Assessment (2), (3) 50’ 190 $100,000 $500,000 $42,421 $3,448 $0.689670 2.36 : 1 11.79 : 1 60’ 85 $120,000 $600,000 $50,905 $4,138 $0.689670 2.36 : 1 11.79 : 1 * Preliminary, subject to change. (1) Developer estimates. Differ from the lot sale price in Lot Purchase Contract and the retail lot value in the Appraisal. (2) Estimated Buildout Value from the Service and Assessment Plan. Provided by the Developer. (3) Per $100 of home value. Source: P3Works, LLC and information presented in the Service and Assessment Plan For further explanation of the Improvement Area #1 Assessment methodology, see “APPENDIX C – Form of Service and Assessment Plan.” The City has determined that the foregoing method of allocation will result in the imposition of equal shares of the Improvement Area #1 Assessments on parcels of Improvement Area #1 Assessed Property similarly situated within Improvement Area #1 of the District. The Improvement Area #1 Assessments and interest thereon are expected to be paid in Improvement Area #1 Annual Installments as described above. The determination by the City of the assessment methodology set forth in the Service and Assessment Plan is the result of the discretionary exercise by the City Council of its legislative authority and governmental powers and is conclusive and binding on the Developer and all future owners and developers within Improvement Area #1 of the District. See “APPENDIX C – Form of Service and Assessment Plan.” Collection and Enforcement of Improvement Area #1 Assessment Amounts Under the PID Act, the Improvement Area #1 Annual Installments may be collected in the same manner and at the same time as ad valorem taxes of the City. The Improvement Area #1 Assessments may be enforced by the City in the same manner that an ad valorem tax lien against real property is enforced. Delinquent installments of the Improvement Area #1 Assessments incur interest, penalties, and attorney’s fees in the same manner as delinquent ad valorem taxes. Under the PID Act, the Assessment Lien is a first and prior lien against the property assessed, superior to all other liens and claims except liens or claims for State, county, school district, or municipality ad valorem taxes. See “BONDHOLDERS’ RISKS – Assessment Limitations.” In the Indenture, the City will covenant to collect, or cause to be collected, Improvement Area #1 Assessments as provided in the Assessment Ordinance. No less frequently than annually, City staff or a designee of the City shall prepare, and the City Council shall approve, an Annual Service Plan Update to allow for the billing and collection of Improvement Area #1 Annual Installments. Each Annual Service Plan Update shall include an updated Improvement Area #1 Assessment Roll and a calculation of the Improvement Area #1 Annual Installment 30 for each Parcel. Annual Collection Costs shall be allocated among all Parcels in proportion to the amount of the Improvement Area #1 Annual Installments for the Parcels. In the Indenture, the City will covenant, agree, and warrant that, for so long as any Bonds are Outstanding it will take and pursue all actions permissible under Applicable Laws to cause the Improvement Area #1 Assessments to be collected and the liens thereof enforced continuously, in the manner and to the maximum extent permitted by Applicable Laws, and, to the extent permitted by Applicable Laws, to cause no reduction, abatement, or exemption in the Improvement Area #1 Assessments. To the extent permitted by law, notice of the Improvement Area #1 Annual Installments will be sent by, or on behalf of the City, to the affected property owners on the same statement or such other mechanism that is used by the City, so that such Improvement Area #1 Annual Installments are collected simultaneously with ad valorem taxes and shall be subject to the same penalties, procedures, and foreclosure sale in case of delinquencies as are provided for ad valorem taxes of the City. The City will determine or cause to be determined, no later than February 15 of each year, whether or not any Improvement Area #1 Annual Installment is delinquent and, if such delinquencies exist, the City will order and cause to be commenced as soon as practicable any and all appropriate and legally permissible actions to obtain such Improvement Area #1 Annual Installment, and any delinquent charges and interest thereon, including diligently prosecuting an action in district court to foreclose the currently delinquent Improvement Area #1 Annual Installment. Notwithstanding the foregoing, the City shall not be required under any circumstances to purchase or make payment for the purchase of the delinquent Improvement Area #1 Assessment or the corresponding Improvement Area #1 Assessed Property. The City will implement the basic timeline and procedures for Improvement Area #1 Assessment collections and pursuit of delinquencies set forth in Exhibit C to the Continuing Disclosure Agreement of Issuer set forth in APPENDIX E-1 and to comply therewith to the extent that the City reasonably determines that such compliance is the most appropriate timeline and procedures for enforcing the payment of delinquent Improvement Area #1 Assessments. The City shall not be required under any circumstances to expend any funds for Delinquent Collection Costs in connection with its covenants and agreements under the Indenture or otherwise other than funds on deposit in the Administrative Fund. Improvement Area #1 Annual Installments will be paid to the City or its agent. Improvement Area #1 Annual Installments are due on October 1 of each year, and become delinquent on February 1 of the following year. In the event Improvement Area #1 Assessments are not timely paid, there are penalties and interest as set forth below: Date Payment Received Cumulative Penalty Cumulative Interest Total February 6% 1% 7% March 7% 2% 9% April 8% 3% 11% May 9% 4% 13% June 10% 5% 15% July 12% 6% 18% After July, the penalty remains at 12%, and interest accrues at the rate of 1% each month. In addition, if an account is delinquent in July, a 20% attorney’s collection fee may be added to the total penalty and interest charge. In general, property subject to lien may be sold, in whole or in parcels, pursuant to court order to collect the amounts due. An automatic stay by creditors or other entities, including governmental units, could prevent governmental units from foreclosing on property and prevents liens for post-petition taxes from attaching to property and obtaining secured creditor status unless, in either case, an order lifting the stay is obtained from the bankruptcy court. In most cases, post-petition Improvement Area #1 Assessments are paid as an administrative expense of the estate in bankruptcy or by order of the bankruptcy court. 31 Improvement Area #1 Assessment Amounts Improvement Area #1 Assessment Amounts. The maximum amounts of the Improvement Area #1 Assessments will be established by the methodology described in the Service and Assessment Plan. The Improvement Area #1 Assessment Roll sets forth for each year the Improvement Area #1 Annual Installment for each Improvement Area #1 Assessed Property consisting of the annual payment allocable to the Bonds and the Improvement Area #1 Projects for each Improvement Area #1 Assessed Property, which amount includes (i) the Additional Interest and (ii) the annual payment allocable to Annual Collection Costs. The Improvement Area #1 Annual Installments for the Improvement Area #1 Assessments may not exceed the amounts shown on the Improvement Area #1 Assessment Roll. The Improvement Area #1 Assessments will be levied against the parcels comprising the Improvement Area #1 Assessed Property as indicated on the Improvement Area #1 Assessment Roll. See “APPENDIX C – Form of Service and Assessment Plan” and “APPENDIX G – Form of CFA Agreement.” The Improvement Area #1 Annual Installments shown on the Improvement Area #1 Assessment Roll will be reduced to equal the actual costs of repaying the Bonds (which amount will include Additional Interest) and actual Annual Collection Costs (as provided for in the definition of such term), taking into consideration any other available funds for these costs, such as interest income on account balances. If the debt service on issued and Outstanding Bonds is reduced as the result of an economic refunding of the Bonds, the Prepayment of the Improvement Area #1 Assessments, or the redemption of the Bonds, then there would be a corresponding reduction in the Improvement Area #1 Assessments and the Improvement Area #1 Annual Installments. See “APPENDIX C – Form of Service and Assessment Plan.” In such case, the reduced Improvement Area #1 Assessment and Improvement Area #1 Annual Installment, as shown on the Improvement Area #1 Assessment Roll for Improvement Area #1, shall be reflected in the next Annual Service Plan Update and approved by City Council. Method of Apportionment of Improvement Area #1 Assessments. For purposes of the Service and Assessment Plan, the City Council has determined that the Improvement Area #1 Assessments shall be initially allocated to the Parcels consisting of the Improvement Area #1 Assessed Property based on the ratio of the Estimated Buildout Value of each Parcel in Improvement Area #1 to the Estimated Buildout Value of all Parcels in Improvement Area #1. Division Prior to Recording of Subdivision Plat. Upon the division of any Improvement Area #1 Assessed Property prior to the recording of a subdivision plat, the Administrator shall reallocate the Improvement Area #1 Assessment for the Improvement Area #1 Assessed Property prior to the division among the newly divided Improvement Area #1 Assessed Properties according to the following formula: A = B x (C ÷ D) Where the terms have the following meanings: A = the Improvement Area #1 Assessment for the newly divided Improvement Area #1 Assessed Property B = the Improvement Area #1 Assessment for the Improvement Area #1 Assessed Property prior to division C = the Estimated Buildout Value of the newly divided Improvement Area #1 Assessed Property D = the sum of the Estimated Buildout Value for all of the newly divided Improvement Area #1 Assessed Properties The calculation of the Improvement Area #1 Assessment of an Improvement Area #1 Assessed Property shall be performed by the Administrator and shall be based on the Estimated Buildout Value of that Improvement Area #1 Assessed Property, as relying on information from 32 homebuilders, market studies, appraisals, official public records of the County, and any other relevant information regarding the Improvement Area #1 Assessed Property. The calculation as confirmed by the City Council shall be conclusive and binding. The sum of the Improvement Area #1 Assessments for all newly divided Improvement Area #1 Assessed Properties shall equal the Improvement Area #1 Assessment for the Improvement Area #1 Assessed Property prior to subdivision. The calculation shall be made separately for each newly divided Improvement Area #1 Assessed Property. The reallocation of an Improvement Area #1 Assessment for an Improvement Area #1 Assessed Property that is a homestead under Texas law may not exceed the Improvement Area #1 Assessment prior to the reallocation. Any reallocation shall be reflected in the next Annual Service Plan Update and approved by the City Council. Upon Subdivision by a Recorded Subdivision Plat. Upon the subdivision of any Improvement Area #1 Assessed Property based on a recorded subdivision plat, the Administrator shall reallocate the Improvement Area #1 Assessment for the Improvement Area #1 Assessed Property prior to the subdivision among the new subdivided Lots based on Estimated Buildout Value according to the following formula: A = [B x (C ÷ D)]/E Where the terms have the following meanings: A = the Improvement Area #1 Assessment for the newly subdivided Lot B = the Improvement Area #1 Assessment for the Parcel prior to subdivision C = the sum of the Estimated Buildout Value of all newly subdivided Lots of the same Lot Type D = the sum of the Estimated Buildout Value for all of the newly subdivided Lots excluding Non-Benefitted Property E= the number of newly subdivided Lots of the same Lot Type Prior to the recording of a subdivision plat, the Developer shall provide the City an Estimated Buildout Value for each Lot to be created after recording the subdivision plat as of the date the subdivision plat is anticipated to be recorded. The calculation of the Improvement Area #1 Assessment for a Lot shall be performed by the Administrator and confirmed by the City Council based on Estimated Buildout Value information provided by the Developer, homebuilders, third party consultants, and/or the official public records of the County regarding the Lot. The calculation as confirmed by the City Council shall be conclusive and binding. The sum of the Improvement Area #1 Assessments for all newly subdivided Lots shall not exceed the Improvement Area #1 Assessment for the portion of the Improvement Area #1 Assessed Property subdivided prior to subdivision. The calculation shall be made separately for each newly subdivided Improvement Area #1 Assessed Property. The reallocation of an Improvement Area #1 Assessment for an Improvement Area #1 Assessed Property that is a homestead under Texas law may not exceed the Improvement Area #1 Assessment prior to the reallocation. Any reallocation pursuant to this section shall be reflected in the next Annual Service Plan Update and approved by the City Council. Upon Consolidation. If two or more Lots or Parcels are consolidated into a single Parcel or Lot, the Administrator shall allocate the Improvement Area #1 Assessments against the Lots or Parcels before the consolidation to the consolidated Lot or Parcel, which allocation shall be reflected in the next Annual Service Plan Update and approved by the City Council. The Improvement Area #1 33 Assessment for any resulting Lot may not exceed the Maximum Assessment for the applicable Lot Type and compliance may require a mandatory prepayment of Improvement Area #1 Assessments. Maximum Assessment. Notwithstanding the foregoing, the Service and Assessment Plan establishes a “Maximum Assessment” for each Lot Type in Improvement Area #1 of the District, which Maximum Assessment is currently calculated at $42,421* for the 50’ lots, and $50,905* for the 60’ lots. See “APPENDIX C – Form of Service and Assessment Plan.” Prior to the City approving a final subdivision plat, the Administrator will certify that such plat will not result in the Improvement Area #1 Assessment per Lot for any Lot Type exceeding the Maximum Assessment. If the Administrator determines that the resulting Improvement Area #1 Assessment per Lot for any Lot Type will exceed the Maximum Assessment, then (i) the Improvement Area #1 Assessment applicable to each Lot Type shall each be reduced to the Maximum Assessment, and (ii) the person or entity filing the plat shall pay, as a mandatory prepayment of the Improvement Area #1 Assessment, to the City the amount the Improvement Area #1 Assessment was reduced, plus Prepayment Costs and Delinquent Collection Costs, prior to the City approving the final plat. In addition, if the Improvement Area #1 Assessed Property is transferred to a person or entity that is exempt from payment of the Improvement Area #1 Assessment, the owner transferring the Improvement Area #1 Assessed Property shall pay to the City the full amount of the Improvement Area #1 Assessment, plus Prepayment Costs and Delinquent Collection Costs, prior to the transfer. If the owner of the Improvement Area #1 Assessed Property causes the Improvement Area #1 Assessed Property to become Non-Benefited Property, the owner causing the change in status shall pay to the City the full amount of the Improvement Area #1 Assessment, plus Prepayment Costs and Delinquent Collection Costs, prior to the change in status. For further information about apportionment of the Improvement Area #1 Assessments, See “APPENDIX C – Form of Service and Assessment Plan.” Prepayment of Improvement Area #1 Assessments Pursuant to the PID Act and the Indenture, the owner of any Improvement Area #1 Assessed Property may voluntarily prepay (a “Prepayment”), at any time, all or part of an Improvement Area #1 Assessment levied against such owner’s Improvement Area #1 Assessed Property, together with accrued interest to the date of payment. Upon receipt of such Prepayment, such amounts will be applied towards the redemption or payment of the Bonds. Amounts received at the time of a Prepayment which represent a payment of principal, interest, or penalties on a delinquent installment of an Improvement Area #1 Assessment are not to be considered a Prepayment, but rather are to be treated as payment of regularly scheduled Improvement Area #1 Assessments. Priority of Lien The Improvement Area #1 Assessments or any reassessment, the expense of collection, and reasonable attorney’s fees, if incurred, constitute a first and prior lien against the property assessed, superior to all other liens and claims except liens or claims for the State, county, school district, or municipality ad valorem taxes, and are a personal liability of and charge against the owners of the property regardless of whether the owners are named. The lien is effective from the date of the Assessment Ordinance until the Improvement Area #1 Assessment is paid, and may be enforced by the City in the same manner as an ad valorem tax levied against real property may be enforced by the City. The owner of any property assessed may pay the entire Improvement Area #1 Assessment levied against any lot or parcel, together with accrued interest to the date of payment, at any time. Foreclosure Proceedings In the event of delinquency in the payment of any Improvement Area #1 Annual Installment, except for unpaid Improvement Area #1 Assessments on homestead property (unless the lien associated with the assessment attached prior to the date the property became a homestead), the City is empowered to order institution of an action in state district court to foreclose the lien of such delinquent Improvement Area #1 Annual Installment. In such action the real property subject to the delinquent Improvement Area #1 Annual Installments may be sold at judicial * Preliminary, subject to change. 34 foreclosure sale for the amount of such delinquent Improvement Area #1 Annual Installments, plus penalties and interest. Any sale of property for nonpayment of an installment or installments of an Improvement Area #1 Assessment will be subject to the lien established for remaining unpaid installments of the Improvement Area #1 Assessment against such property and such property may again be sold at a judicial foreclosure sale if the purchaser thereof fails to make timely payment of the non-delinquent installments of the Improvement Area #1 Assessments against such property as they become due and payable. Judicial foreclosure proceedings are not mandatory. In the event a foreclosure is necessary, there could be a delay in payments to owners of the Bonds pending prosecution of the foreclosure proceedings and receipt by the City of the proceeds of the foreclosure sale. It is possible that no bid would be received at the foreclosure sale, and in such event there could be an additional delay in payment of the principal of and interest on Bonds or such payment may not be made in full. The City is not required under any circumstance to purchase the property or to pay the delinquent Improvement Area #1 Assessment on the corresponding Improvement Area #1 Assessed Property. In the Indenture, the City will covenant to take and pursue all actions permissible under Applicable Laws to cause the Improvement Area #1 Assessments to be collected and the liens thereof enforced continuously, in the manner and to the maximum extent permitted by Applicable Laws, and to cause no reduction, abatement, or exemption in the Improvement Area #1 Assessments, provided that the City is not required to expend any funds for collection and enforcement of Improvement Area #1 Assessments other than funds on deposit in the Administrative Fund. Pursuant to the Indenture, Foreclosure Proceeds (excluding Delinquent Collection Costs) constitute Pledged Revenues to be deposited into the Pledged Revenue Fund upon receipt by the City and distributed in accordance with the Indenture. See “APPENDIX B – Form of Indenture.” See also “APPENDIX E-1 – Form of Disclosure Agreement of Issuer” for a description of the expected timing of certain events with respect to collection of the delinquent Improvement Area #1 Assessments. In the Indenture, the City creates the Delinquency and Prepayment Reserve Account under the Reserve Fund and will fund such account as provided in the Indenture. The City will not be obligated to fund foreclosure proceedings out of any funds other than in the Administrative Fund. If funds in the Administrative Fund are insufficient to pay foreclosure costs, the owners of the Bonds may be required to pay amounts necessary to continue foreclosure proceedings. See “SECURITY FOR THE BONDS – Reserve Fund (Reserve Account and Delinquency and Prepayment Reserve Account),” “APPENDIX B – Form of Indenture,” and “APPENDIX C – Form of Service and Assessment Plan.” THE CITY Background The City is located in north central Collin County, 40 miles north of Dallas and 12 miles northwest of the City of McKinney. Access to the City is provided by State Highway 121, State Highway 5, US-75, and Farm Road 455. The City covers approximately 15 square miles. Some of the services that the City provides are public safety (police and fire protection), streets, water and sanitary sewer utilities, planning and zoning, and general administrative services. The 2020 Census population for the City was 16,896, while the current estimated population is 23,558. City Government The City is a political subdivision and municipal corporation of the State, duly organized and existing under the laws of the State, including the City’s Home Rule Charter. The City was incorporated in 1913, and first adopted its Home Rule Charter on May 7, 2005. The City operates under a Council/Manager form of government with a City Council comprised of the Mayor and six Councilmembers elected for staggered three-year terms. The City Manager is the Chief Administrative Officer for the City. The current members of the City Council and principal administrators of the City are listed on page ii hereof. 35 For more information regarding the City and surrounding areas, see “APPENDIX A – General Information Regarding the City and Surrounding Areas.” Water and Wastewater The City will provide both water and wastewater service to the District. The City’s existing water and wastewater systems are sufficient to serve all of the property in Improvement Area #1 of the District. The City is currently served by ground water through seven water wells located at five different sites. These seven wells produce a total of 1,520 gallons per minute. The City completed the construction of two additional wells which came online at the end of September 2022, thereby increasing the City’s total production to approximately 4.8 million gallons per day. The City has a total elevated storage capacity of 1,500,000 gallons of water and five ground storage tanks with total storage capacity of 2,500,000 gallons. The City recently partnered with the Greater Texoma Utility Authority (“GTUA”) and three neighboring small cities to bring a large surface water transmission line through the City. The GTUA line provides a connection to the North Texas Municipal Water District’s (“NTMWD”) water distribution system, providing the City with access to treated surface water. This surface water line is part of the City’s long term water supply plan. Currently the City has a maximum allowable take of 5,040 gpm from the GTUA connection, providing the City with a maximum peak flow of treated water supply of 6,706 gpm. Both GTUA and the City are working on capital projects which will increase the maximum treated water supply and storage. The City’s sanitary sewer system consists of seven lift stations and one wastewater treatment facility at the John R. Geren (Slayter Creek) Wastewater Treatment Plant. In addition, the City has two large diameter sewer transmission lines that transport wastewater directly into the NTMWD’s wastewater system to the South (Wilson Creek plant). The City’s currently wastewater treatment facility is located on Slayter Creek, just north of the confluence of Slayter Creek and Throckmorton Creek. The total treatment capacity of the City’s facility is approximately 0.50 million gallons per day. A portion of the NTMWD regional sewer is located along Throckmorton Creek, in the south-central part of the City and the other is located near Clemmons Creek in the southeastern part of the City. The City’s wastewater treatment plant is currently near capacity. The transmission lines still have significant capacity remaining. The City recently completed the Slayter Creek Interceptor Sewer project which now conveys wastewater flows in excess of the Slayter Creek Wastewater Treatment capacity to the NTMWD regional wastewater system. In September 2022, the City issued approximately $65 million in general obligation debt which, together with approximately $17 million in impact fees, will be used to fund construction of a new Hurricane Creek Regional Wastewater Treatment Plant. This new plant will significantly expand the City’s ability to collect and treat wastewater as required for new development west of US 75. The District is located east of US 75. Initially, the plant will have a capacity to treat 4 million gallons per day of wastewater, with plans to gradually expand the plant’s capacity up to 16 million gallons per day. The City will utilize the new plant to treat sewage for its own residents, as well as provide wholesale sewage treatment for the City of Van Alstyne, the City of Weston, and various water districts in the area. Additionally, the City is substantially complete with construction of a new Hurricane Creek sewer transmission main to transport wastewater throughout the new developments along the west side of US 75. THE REMAINDER OF THIS PAGE IS LEFT BLANK INTENTIONALLY. 36 THE DISTRICT General The PID Act authorizes municipalities, such as the City, to create public improvement districts within their boundaries or extraterritorial jurisdiction, and to impose assessments within the public improvement district to pay for certain improvements. The District was created by Resolution No. 2023-09-1558 of the City adopted on September 26, 2023 (the “Creation Resolution”), for the purpose of undertaking and financing the cost of certain public improvements within the District, including the Improvement Area #1 Projects, authorized by the PID Act and approved by the City Council that confer a special benefit on the District property being developed. The District is not a separate political subdivision of the State and is governed by the City Council. A map of the property within the District is included on page v hereof. Powers and Authority Pursuant to the PID Act, the City may establish and create the District and undertake, or reimburse a developer for the costs of, improvement projects that confer a special benefit on property located within the District, whether located within the City limits or the City’s extraterritorial jurisdiction. The PID Act provides that the City may levy and collect assessments on property in the District, or portions thereof, payable in periodic installments based on the benefit conferred by an improvement project to pay all or part of its cost. Pursuant to the PID Act and the Creation Resolution, the City has the power to undertake, or reimburse a developer for the costs of, the financing, acquisition, construction, or improvement of the Improvement Area #1 Projects. See “THE IMPROVEMENT AREA #1 PROJECTS.” Pursuant to the authority granted by the PID Act and the Creation Resolution, the City has determined to undertake the construction, acquisition, or purchase of certain road, water, sanitary sewer, storm sewer, and site fencing, retaining walls and landscape improvements benefitting Improvement Area #1 of the District comprising the Improvement Area #1 Projects and to finance a portion of the costs thereof through the issuance of the Bonds. The City has further determined to provide for the payment of debt service on the Bonds through Pledged Revenues and other assets comprising the Trust Estate. See “ASSESSMENT PROCEDURES” and “APPENDIX C – Form of Service and Assessment Plan.” THE IMPROVEMENT AREA #1 PROJECTS General The Improvement Area #1 Projects will be dedicated to the City. Pursuant to the Development Agreement, the Developer is responsible for the completion of the construction, acquisition, or purchase of the Improvement Area #1 Projects. Pursuant to the CFA Agreement and the Indenture, the City will reimburse the Developer for a portion of the Actual Costs of the Improvement Area #1 Projects from proceeds of the Bonds. See “THE DEVELOPMENT – Development Plan.” The Improvement Area #1 Projects, a portion of which are being financed with proceeds of the Bonds, include sanitary sewer, storm sewer, and water distribution systems, paving, roads, and streets, and soft costs benefitting only Improvement Area #1 Assessed Property in Improvement Area #1 of the District, as described below. Sanitary Sewer: Improvements including trench excavation and embedment, trench safety, PVC piping, encasement, boring, manholes, sewer main connections, service connections, testing, related earthwork, excavation, erosion control, platting, staking, and all necessary appurtenances required to provide sanitary sewer service to all Lots within Improvement Area #1. Storm Sewer: Improvements including earthen channels, swales, trench excavation and embedment, curb and drop inlets, RCP and RCB piping and boxes, headwalls, manholes, rock rip rap, concrete outfalls, storm drain connections, trench safety, and testing, related earthwork, excavation, erosion control, traffic 37 control, detention pond, encasement, platting, staking, and all necessary appurtenances required to provide storm drainage for all Lots within Improvement Area #1. Water Distribution: Improvements including trench excavation and embedment, trench safety, PVC piping, water main connections, water meters, service connections, testing, related earthwork, excavation, erosion control, fire hydrants, platting, staking, steel encasement, and all necessary appurtenances required to provide water service to all Lots within Improvement Area #1. Paving/Roads/Streets: Improvements including subgrade stabilization, reinforced concrete for roadways, handicapped ramps, sidewalks, pavement connections, headers, barricades, CBU pads, signs, striping, traffic control, platting, staking, streetlights, all related earthwork, excavation, clearing and grubbing, tree removal, erosion control, intersections, signage, lighting, screening walls, and re-vegetation of all disturbed areas within the right-of-way of Improvement Area #1. The road improvements will provide benefit to each Lot within Improvement Area #1. Soft Costs: Costs related to designing, constructing, and installing the Improvement Area #1 Projects, including land planning and design, inspection fees, franchise fees, City fees, engineering, soil testing, survey, construction management, contingency, legal costs, and consultants. The total cost of the Improvement Area #1 Projects is expected to be approximately $10,876,627. The City will reimburse the Developer for a portion of such costs in the approximate amount of $9,440,000* from proceeds of the Bonds. The balance of such costs in the approximate amount of $1,436,627* has been funded by the Developer from proceeds of the Revolving Credit Agreement and will not be reimbursed by the City. In addition, the Developer is responsible for paying, without reimbursement by the City, for the cost of the Private Improvements in the approximate amount of $6,841,178*. As of May 29, 2024, the Developer has spent approximately $1,964,618.63 on construction of the Improvement Area #1 Projects and $1,035,336.51 on construction of the Private Improvements. See “SOURCES AND USES OF FUNDS,” “THE IMPROVEMENT AREA #1 PROJECTS,” and “APPENDIX C – Form of Service and Assessment Plan.” The following table reflects the estimated total costs of the Improvement Area #1 Projects. Type of Improvement Area #1 Project Costs Sanitary Sewer $1,358,015 Storm Sewer 1,999,353 Water Distribution 1,353,005 Street and Alley Paving 3,276,136 Soft Costs 2,890,119 Total $10,876,627 Ownership and Maintenance of Improvement Area #1 Projects The Improvement Area #1 Projects will be dedicated to and accepted by the City and will constitute a portion of the City’s infrastructure improvements. The City will provide for the ongoing operation, maintenance, and repair of the Improvement Area #1 Projects constructed and conveyed, as outlined in the Service and Assessment Plan. THE DEVELOPMENT The following information has been provided by the Developer. Certain of the following information is beyond the direct knowledge of the City, the City’s Financial Advisor, and the Underwriter, and none of the City, the City’s Financial Advisor, or the Underwriter have any way of guaranteeing the accuracy of such information. Development Plan The District is an approximately 223.154-acre master-planned community expected to be constructed in three Improvement Areas and to include approximately 764 single-family detached residential lots, two acres of land * Preliminary, subject to change. 38 zoned for mixed use (which is expected to be developed for commercial use), an amenity center, and a variety of trails and public open space (collectively, the “Development”). See the map and concept plans for the District on pages v-vi. Improvement Area #1 is the first area of the District to be developed by the Developer. Improvement Area #1 consists of approximately 71.042 acres and is expected to include 275 single-family detached residential lots, consisting of 190 50’ lots and 85 60’ lots. The Developer began development of Improvement Area #1 in Q4 2023 and expects it to be completed in Q2 2025. See “THE IMPROVEMENT AREA #1 PROJECTS,” “– Expected Build-Out and Home Prices in the Development,” and “APPENDIX C – Form of Service and Assessment Plan.” The approximately two acres of expected commercial development in the District is located in the Remainder Area. The Developer expects to sell such land at a future time and anticipates that it will be developed during a later phase. The Developer has not entered into any contracts or letters of intent with respect to such land. Lot Purchase Contract; Developer as Homebuilder Improvement Area #1 is expected to be comprised of 190 50’ lots and 85 60’ lots. The Developer has entered into a Lot Purchase Contract with the Homebuilder for the purchase of 72 of the 50’ lots within Improvement Area #1 for a price of $98,750 per lot. The Developer intends to construct homes on the remaining 203 lots in Improvement Area #1, consisting of 118 50’ lots and all 85 60’ lots. The Developer has not entered into any lot purchase contracts for lots in the Future Improvement Areas. The Developer expects to complete construction of the Improvement Area #1 Projects and other improvements necessary for delivery of lots in Improvement Area #1 in the second quarter of 2025. The terms of the Lot Purchase Agreement provide that the Homebuilder will purchase 10 lots within 20 days of the date that building permits are available for lots, and will purchase a minimum of eight lots during each 90-day period thereafter. The Developer expects to complete sales of lots to the Homebuilder in the second quarter of 2027. The Homebuilder has deposited $355,500 in earnest money (the “Earnest Money Deposit”). The Earnest Money Deposit is unsecured and will be credited towards the purchase price at the lot closings. Additionally, there are circumstances described in the Lot Purchase Contract the occurrence of which may result in the termination of such agreement. The following table reflects the number of lots on which the Homebuilder and the Developer plan to construct homes within Improvement Area #1 of the District. Improvement Area #1 Lot Allocation 50’ Lot Size 60’ Lot Size Total Homebuilder 72 – 72 Developer 118 85 203 Total 190 85 275 The expected schedule for sale of lots to the Homebuilder pursuant to the Lot Purchase Contract is shown in the following table. Expected Sale of Lots to Homebuilder in Improvement Area #1 Year End 50’ Lot Size 2025 26 2026 32 2027 14 Total 72 39 The Developers expectations regarding absorption of homes in Improvement Area #1 is shown in the following table: Expected Absorption of Homes in Improvement Area #1 of the District Expected Sale Dates to Homeowners 50’ Lot 60’ Lot Total Lots 2026 84 48 132 2027 106 37 143 Total 190 85 275 Expected Lot Completion and Home Prices in the Development The Developer expects to complete lot development in the Development in three phases with final development of lots expected in the fourth quarter of 2029. The following tables reflect the Developer’s expected completion schedules for lots in the District. Expected Lot Completion within the District Improvement Area Expected Completion Date #1 Q2 2025 #2 Q3 2027 #3 Q4 2029 The actual and expected single-family residential lot prices and expected average home prices in the District are as follows: Lot Prices and Expected Average Home Prices in the District Lot Size Number of Lots Base Lot Price (1) Expected Average Home Price (2) Improvement Area #1 50’ 190 $100,000 $500,000 60’ 85 $120,000 $600,000 Total 275 Improvement Area #2 50’ 237 $100,000 $500,000 60’ 51 $120,000 $600,000 Total 288 Improvement Area #3 50’ 94 $100,000 $500,000 60’ 107 $120,000 $600,000 201 (1) Developer estimates. Estimates differ from the lot sale price in the Lot Purchase Contract and the retail lot value in the Appraisal. (2) Developer estimates. 40 Amenities and Private Improvements In addition to the Improvement Area #1 Projects, the Development Agreement obligates the Developer to construct an amenity center, which will include a playground, pool, and pavilion, additional playground areas, and a variety of trails and public open space that will include benches and pet waste stations (collectively, the “Amenities”). The costs of the Amenities, expected to equal approximately $2,828,000, will be paid entirely by the Developer, without reimbursement by the City, from proceeds of the Revolving Credit Agreement. The Amenities will be owned, operated, and maintained by the HOA. The HOA will provide for the ongoing operation, maintenance, and repair of the Amenities through the administration of a property owner’s association fee to be paid by each lot owner within the District. See “OVERLAPPING TAXES AND DEBT – Homeowners’ Association Dues.” In addition, the Developer is responsible for paying, without reimbursement by the City, for costs of the Private Improvements (consisting of excavation, retaining walls, and soft costs) in the approximate amount of $3,471,913*. The Private Improvements will be owned, operated, and maintained by the HOA. Future Improvement Area Bonds The Developer expects to request the City to issue Future Improvement Area Bonds to finance the costs of the public improvements benefitting the Future Improvement Areas. The estimated costs of the public improvements benefitting the Future Improvement Areas will be determined as development progresses, and the Service and Assessment Plan will be updated accordingly. Such Future Improvement Area Bonds will be secured by separate assessments levied pursuant to the PID Act on assessable property within the Future Improvement Areas. The Developer anticipates that Future Improvement Area Bonds will be issued over a five-year period. The Bonds and any Future Improvement Area Bonds issued by the City are separate and distinct issues of securities. The City reserves the right to issue Future Improvement Area Bonds for any purpose permitted by the PID Act, including those described above. Development Agreement Pursuant to the Meadow Vista Development Agreement by and between the City and the Developer, effective as of June 27, 2023 (the “Development Agreement”), the Developer has the right to construct public improvements for the District, including the Improvement Area #1 Projects, according to certain rules and regulations of the City, and to be reimbursed for a portion of the costs of such construction through the proceeds of assessments and/or PID Bonds (defined below). The Development Agreement provides certain requirements to be met for the issuance of the Bonds and any additional bonds issued for the payment of additional Authorized Improvements (defined in the Development Agreement and the PID Act) (collectively, “PID Bonds”), including (i) the maximum equivalent tax rate, including the PID Assessments associated with the PID Bonds and all overlapping taxing jurisdictions, may not exceed $0.69 per $100 taxable assessed valuation without prior written consent of the City; and (ii) the ratio of the appraised value of the property being financed, as confirmed by an independent appraisal, to the par amount of the PID Bonds proposed to be issued with respect to such property must be at least 2:1, unless a lower ratio is approved by the City. See “APPENDIX F – Development Agreement.” In addition to construction of the Improvement Area #1 Projects, the Development Agreement obligates the Developer to: • Construct a four-lane segment of Hackberry Drive adjacent to the Property and necessary to connect the Property to Buddy Hayes Boulevard (formerly Throckmorton Boulevard), including associated culvert improvements, the costs of which, to the extent not included in the costs of Authorized Improvements, shall be reimbursed to the Developer through credits of the City PID Fee and, if necessary, credits of Impact Fees; 41 • Construct seven of the following 12 amenities, the swimming pool, aquatic play feature, and pool house with restrooms to be constructed concurrently with construction of homes in Improvement Area #1: o Approximately 4,000 square foot swimming pool; o Mechanical aquatic play feature; o Pool house with restrooms; o Playground appropriate for children ages 2-5; o Sand volleyball court; o Basketball court; o Approximately 1,000 square foot putting green; o Outdoor workout equipment along hike and bike trails; o 20’ radius pavilion; o Dog park; and o Park benches, trash cans, and pet stations along the trails and in the dog park; • Construct certain hike and bike trails to be dedicated to the City as part of the City’s park system; and • Create a mandatory Homeowners Association. CFA Agreement The City and the Developer expect to enter into the CFA Agreement, effective July 9, 2024, which will provide, in part, for the deposit of proceeds of the Bonds and the payment of a portion of the costs of the Improvement Area #1 Projects, and other matters related thereto. Pursuant to the CFA Agreement, the Developer is responsible for overseeing the construction and development of the Improvement Area #1 Projects in accordance with the Development Agreement and the CFA Agreement. The City’s obligation to pay or reimburse the Developer for the Improvement Area #1 Project Costs is limited to the lesser of the Actual Costs or Budgeted Costs, and any Cost Overruns (as each of such terms are defined in the CFA Agreement) are the Developer’s responsibility. See “APPENDIX G – Form of CFA Agreement.” THE REMAINDER OF THIS PAGE IS LEFT BLANK INTENTIONALLY. 42 Photographs of Improvement Area #1 43 44 Zoning/Permitting The District is currently zoned as a planned development district pursuant to Ordinance No. 839-2019 adopted by the City Council on December 10, 2019 (the “PDD Ordinance”). The PDD Ordinance allows certain restricted commercial, single-family residential, and single-family residential zero lot line uses and establishes guidelines pertaining to purpose, height, area, setbacks, aesthetics, landscaping, and use. Because the District lies within the city limits of the City, the City’s zoning and subdivision regulations control the aspects of development not specifically set forth in the PDD Ordinance or the Development Agreement. Education Students in the District will attend schools in the Anna Independent School District (“AISD”). AISD serves the City and other portions of Collin County. AISD enrolls over 4,500 students in one high school, a middle school, four elementary schools, and a special programs center. Students in the District are expected to attend Bryant Elementary School (approximately 3.7 miles from the District), Slayter Creek Middle School (approximately 2 miles from the District), and Anna High School (approximately 1 mile from the District). GreatSchools.org currently rates Bryant Elementary School 5 out of 10, Slayter Creek Middle School 4 out of 10, and Anna High School 6 out of 10. According to the Texas Education Agency (“TEA”) annual school report cards, Bryant Elementary School and Slayter Creek Middle School were rated “C” and Anna High School was rated “B” for the 2021-2022 school year. The categories for public schools are A, B, C, or Not Rated (used for grades of less than 70). It is noted that the ratings information provided for Slayter Creek Middle School is shown on the GreatSchools.org and TEA websites as “Anna Middle School.” However, there is no school by that name in AISD and Slayter Creek Middle School is the only middle school in AISD. 45 Environmental A Phase One Environmental Site Assessment (the “Phase One ESA”) of the Property was completed in the first quarter of 2024 by UES, the report of which is dated March 21, 2024 (the “Report”). According to the Report, the Phase One ESA revealed no evidence of recognized environmental conditions in condition with the Property and UES was of the opinion that additional environmental assessment activities at the subject property were not warranted. According to the website for the Texas Parks and Wildlife Department, the whooping crane is a federally recognized endangered species and the rufa red knot, piping plover, and black rail are federally recognized threatened species in Collin County. The Developer is not aware of any endangered or threatened species located on the Property. Existing Mineral and Groundwater Rights, Easements and Other Third-Party Property Rights The Developer owns all mineral rights, royalty interests, and groundwater rights to property in the District. The Developer is not aware of any ongoing mineral rights development or exploration on or adjacent to the property within the District. The Developer is not aware of any interest in real property (including mineral rights) owned by the owners adjacent to the District. Certain rules and regulations of the Texas Railroad Commission may restrict the ability of the any mineral owners to explore or develop the property due to well density, acreage, or location issues. Although the Developer does not expect adjacent property owners to rights in or around the District, to have a material adverse effect on the Development, the property within the District, or the ability of landowners within the District to pay Improvement Area #1 Assessments, the Developer makes no guarantee as to such expectation. See “BONDHOLDERS’ RISKS – Exercise of Third-Party Property Rights.” Flood Zone According to the Federal Emergency Management Agency (“FEMA”) Flood Insurance Rate Map (“FIRM”), Community Panel Number 48085C0155J, effective June 2, 2009, all of the property within Improvement Area #1 of the District lies outside of the 500-year flood plain, referred to as Zone X. Approximately 16.51 acres in the Remainder Area is currently within the 100-year flood plain. The Developer has applied to Collin County and FEMA for a Conditional Letter of Map Revision/Letter of Map Revision, the effect of which would be that an additional 4.27 acres in the Remainder Area will be added to the flood plain to facilitate additional capacity for stormwater runoff. See “BONDHOLDERS’ RISKS – Flood Plain and Severe Weather Events.” Utilities Water and Wastewater. The City will provide both water and wastewater service to the District. The City’s water distribution system and wastewater collection and treatment system currently have sufficient capacity to provide water and wastewater service to the District. See “THE CITY – Water and Wastewater.” Other Utilities. The Developer expects additional utilities to be provided by: (1) Phone/Data - AT&T; (2) Electric – Oncor; (3) Cable – AT&T; and (4) Natural Gas - Atmos Energy. THE REMAINDER OF THIS PAGE IS LEFT BLANK INTENTIONALLY. 46 THE DEVELOPER The following information has been provided by the Developer. Certain of the following information is beyond the direct knowledge of the City, the City’s Financial Advisor, and the Underwriter, and none of the City, the City’s Financial Advisor, or the Underwriter have any way of guaranteeing the accuracy of such information. General In general, the activities of a developer in a development such as the District include purchasing the land, designing the subdivision, including the utilities and streets to be installed and any community facilities to be built, defining a marketing program and building schedule, securing necessary governmental approvals and permits for development, arranging for the construction of roads and the installation of utilities (including, in some cases, water, sewer, and drainage facilities, as well as telephone and electric service) and selling improved lots and commercial reserves, if any, to builders, developers, or other third parties. The relative success or failure of a developer to perform such activities within a development may have a material effect on the security of revenue bonds, such as the Bonds, issued by a municipality for a public improvement district. A developer is generally under no obligation to a public improvement district, such as the District, to develop the property which it owns in a development. Furthermore, there is no restriction on the developer’s right to sell any or all of the land which the developer owns within a development. In addition, a developer is ordinarily the major tax and assessment payer within a district during its development. Description of the Developer The Developer owns the property in the District, including Improvement Area #1. Bloomfield Properties, Inc., is the Developer’s general partner (Bloomfield Properties, Inc. and Developer are, together, “Bloomfield”). Bloomfield was formed in September 2004 with Don Dykstra as President. In July 2013, Sumitomo Forestry America, Inc. (“Sumitomo”) purchased 50% of Bloomfield, and in May 2017, Sumitomo purchased an additional 15% of Bloomfield and Bloomfield became a consolidated subsidiary of Sumitomo. The remaining 35% of Bloomfield is owned by entities controlled by Mr. Dykstra and Tim Stewart. Sumitomo was founded in 1691 and is a publicly traded company listed on the Tokyo Stock Exchange. Bloomfield develops the majority of the lots that it builds homes on in approximately sixty locations throughout the Dallas – Fort Worth – Arlington Metroplex. Since its founding, Bloomfield has developed approximately 8,000 lots and constructed approximately 12,000 homes. Bloomfield has experience developing in neighborhoods with various types of district financing, including Paloma Creek in Little Elm, Texas; Cross Oak Ranch in Oak Point, Texas; Woodcreek in Fate, Texas; and Grand Heritage in Lavon, Texas; and has built homes in neighborhoods with public improvement districts, including Mira Lagos in Grand Prairie, Texas. Bloomfield focuses on the price range between $250,000 and $600,000 and, per Residential Strategies Inc. (“RSI”) (4th quarter 2023 report) has the fifth largest market share in the Dallas – Fort Worth – Arlington market. For 2023, Bloomfield was ranked as the 40th largest builder in the United States per Builder Magazine Top 100 Builders. Bloomfield was also named 2021 Homebuilder of the Year by the Greater Fort Worth Builder Association By combining development with homebuilding expertise, Bloomfield has been able to design and develop neighborhoods directly responding to the needs of targeted buyer profiles. This strategy has translated into a vertically integrated operation with great efficiencies and high sales volume. THE REMAINDER OF THIS PAGE IS LEFT BLANK INTENTIONALLY. 47 Examples of projects undertaken by Bloomfield include: Name City Number of Lots Remaining Total Number of Lots Average Home Prices West Crossing Anna 68 733 $543,000 Kreymer Estates Wylie 80 446 $647,000 Country Lakes Denton 170 573 $541,000 Arrowbrooke Aubrey 173 702 $590,000 Paloma Creek Little Elm 1 531 $558,000 Timberbrook Justin 1,656 1,960 $535,000 Biographies of Key Developer Parties Don Dykstra. Don Dykstra has been President of Bloomfield Properties, Inc., since its founding in 2004 and is primarily focused on land acquisition, entitlement, and development. From 1987 through 2003, Don worked for Pulte Home Corporation in a variety of management positions, including President of the Dallas – Fort Worth Division. From 1981 to 1987, he worked as a certified public accountant with EY & Company with a specialty in real estate. Don received his Bachelor of Science degree in Accounting from California Polytechnic University – Pomona, California, in 1981. Tim Stewart. Tim Stewart joined Bloomfield Homes in 2010 and is Vice President of Bloomfield Properties, Inc., and President of the Developer. Tim is responsible for the homebuilding operation. From 1993 to 2010, Tim was with Pulte Home Corporation in a variety of management positions including Division President for San Antonio and Senior Vice President for Asset Management. From 1990 to 1993 Tim was a certified public accountant with Price Waterhouse & Co. Tim received his Bachelor of Science degree in Accounting from Michigan State University in 1990. Steve Corradi. Steve Corradi has been Vice President of Finance with the Developer since 2016. Prior to joining Bloomfield, Steve held financial management positions with a number of firms in the homebuilding, contracting, and telecommunications industries. Steve also was a certified public accountant with EY & Company from 1981 to 1987. Steve received his Bachelor of Science in Accounting from the Wharton school of Business – University of Pennsylvania in 1981. Clint Vincent. Clint Vincent has been Vice President of Land with Bloomfield since 2020 and oversees all land development activities. Clint has worked in land development for public and private companies in the Dallas – Fort Worth market since 2000. Clint received a Bachelor of Science in Civil Engineering from Texas Tech University in 1999. History and Financing of the District Property Acquisition. The Developer acquired from QJR Partnership, Ltd., approximately 160.197 acres in January 2020 and approximately 61.905 acres in December 2021 for a combined purchase price of approximately $8,240,000 using funds from the Revolving Credit Agreement described below. Acquisition and Development Financing. The Developer has entered into a Fifth Amended and Restated Credit Agreement, dated as of April 30, 2024 (the “Revolving Credit Agreement”), with a group of lenders led by Fifth Third Bank, National Association (collectively, the “Lenders”) providing for loans in a combined maximum amount of $440,000,000 outstanding at any time. The Revolving Credit Agreement is unsecured and matures on April 30, 2028. As of May 29, 2024, the Developer had loans outstanding in the amount of $359,260,000, leaving $80,740,000 available pursuant to the Revolving Credit Agreement. The Developer may repay the outstanding portion of the Revolving Credit Agreement from any available resources, including revenue generated from sales of the lots developed and homes constructed in the District. The Revolving Credit Agreement imposes a number of conditions upon the Developer’s right to obtain loans. If the Developer were unable to satisfy such conditions, release of funds from the Revolving Credit 48 Agreement and the construction of the Improvement Area #1 Projects could be delayed or prevented entirely, which would adversely affect the security for the Bonds. There are no liens against property within the District. The PID Act provides that the Assessment Lien is a first and prior lien against the assessed property within Improvement Area #1 of the District and is superior to all other liens and claims except liens or claims for state, county, school district, or municipality ad valorem taxes. Sufficiency of Developer’s Financing. According to the Developer, the Developer’s available financing sources are sufficient to fund the total budgeted costs of the Improvement Area #1 Projects in the approximate amount of $10,876,627, the costs of the Private Improvements in the approximate amount of $6,841,178, and the expected costs of the Amenities in the approximate amount of $2,828,000. The Developer’s financing sources include the Revolving Credit Agreement, the Earnest Money Deposit, the net proceeds of the Bonds in the approximate amount of $9,440,000, and Developer equity. See “THE DEVELOPMENT – Amenities and Private Improvements.” THE ADMINISTRATOR The following information has been provided by the Administrator. Certain of the following information is beyond the direct knowledge of the City, the City’s Financial Advisor, and the Underwriter, and none of the City, the City’s Financial Advisor, or the Underwriter have any way of guaranteeing the accuracy of such information. The Administrator has reviewed this Limited Offering Memorandum and warrants and represents that the information herein under the caption “THE ADMINISTRATOR” does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made herein, in the light of the circumstances under which they are made, not misleading. The City has selected P3Works, LLC, as the Administrator for the District. The City has entered into an agreement with the Administrator to provide specialized services related to the administration of the District needed to support the issuance of the Bonds. The Administrator will primarily be responsible for preparing the annual update to the Service and Assessment Plan. The Administrator is a consulting firm focused on providing district services relating to the formation and administration of public improvement districts, and is based in Austin, Houston, and North Richland Hills, Texas. The Administrator’s duties will include: • Preparation of the annual update to the Service and Assessment Plan • Preparation of assessment rolls for City billing and collection • Establishing and maintaining a database of all City parcel IDs within the District • Trust account analysis and reconciliation • Property owner inquires • Determination of Prepayment amounts • Preparation and review of disclosure notices with Dissemination Agent • Review of developer draw requests for reimbursement of authorized improvement costs. The information regarding the Service and Assessment Plan in this Limited Offering Memorandum has been provided by P3Works and has been included in reliance upon the authority of such firm as an expert in the field formation and administration of public improvement districts. THE REMAINDER OF THIS PAGE IS LEFT BLANK INTENTIONALLY. 49 APPRAISAL General. Peyco Southwest Realty, Inc. (the “Appraiser”), prepared an appraisal report for the City dated June 10, 2024, and effective as of April 1, 2025, based upon a physical inspection of Improvement Area #1 of the District conducted on March 21, 2024 (the “Appraisal”). The Appraisal was prepared at the request of the City and the Underwriter. The description herein of the Appraisal is intended to be a brief summary only of the Appraisal as it relates to Improvement Area #1 of the District. The Appraisal is attached hereto as APPENDIX H and should be read in its entirety. The conclusions reached in the Appraisal are subject to certain assumptions, hypothetical conditions, and qualifications, which are set forth therein. See “APPENDIX H – Appraisal.” Value Estimates. The Appraiser estimated the prospective market value of the fee simple interests of the Improvement Area #1 Assessed Property. See “THE IMPROVEMENT AREA #1 PROJECTS.” The Appraisal does not reflect the value of Improvement Area #1 of the District as if sold to a single purchaser in a single transaction. The Appraisal provides the fee simple estate values for Improvement Area #1 of the District. See “APPENDIX H – Appraisal.” The prospective market value estimate for the assessable property within Improvement Area #1 of the District using the methodologies described in the Appraisal and subject to the limiting conditions and assumptions set forth in the Appraisal, as of April 1, 2025, is $24,805,000 ($90,200/lot). None of the City, the Developer, the Financial Advisor, or the Underwriter makes any representation as to the accuracy, completeness assumptions or information contained in the Appraisal. The assumptions and qualifications with respect to the Appraisal are contained therein. There can be no assurance that any such assumptions will be realized and the City, the Developer and the Underwriter make no representation as to the reasonableness of such assumptions. See “BONDHOLDERS’ RISKS – Use of Appraisal.” Prospective investors should read the complete Appraisal in order to make an informed decision regarding any contemplated purchase of the Bonds. The complete Appraisal is attached as APPENDIX H. BONDHOLDERS’ RISKS Before purchasing any of the Bonds, prospective investors and their professional advisors should carefully consider all of the risk factors described below which may create possibilities wherein interest may not be paid when due or that the Bonds may not be paid at maturity or otherwise as scheduled, or, if paid, without premium, if applicable. The following risk factors (which are not intended to be an exhaustive listing of all possible risks associated with an investment in the Bonds) should be carefully considered prior to purchasing any of the Bonds. Moreover, the order of presentation of the risks summarized below does not necessarily reflect the significance of such investment risks. General THE BONDS ARE SPECIAL, LIMITED OBLIGATIONS OF THE CITY PAYABLE SOLELY FROM THE PLEDGED REVENUES AND OTHER ASSETS COMPRISING THE TRUST ESTATE, AS AND TO THE EXTENT PROVIDED IN THE INDENTURE. THE BONDS DO NOT GIVE RISE TO A CHARGE AGAINST THE GENERAL CREDIT OR TAXING POWER OF THE CITY AND ARE PAYABLE SOLELY FROM THE SOURCES IDENTIFIED IN THE INDENTURE. THE OWNERS OF THE BONDS SHALL NEVER HAVE THE RIGHT TO DEMAND PAYMENT THEREOF OUT OF MONEY RAISED OR TO BE RAISED BY TAXATION, OR OUT OF ANY ASSETS OF THE CITY OTHER THAN THE PLEDGED REVENUES AND OTHER ASSETS OF THE TRUST ESTATE, AS AND TO THE EXTENT PROVIDED IN THE INDENTURE. NO OWNER OF THE BONDS SHALL HAVE THE RIGHT TO DEMAND ANY EXERCISE OF THE CITY’S TAXING POWER TO PAY THE PRINCIPAL OF THE BONDS OR THE INTEREST OR REDEMPTION PREMIUM, IF ANY, THEREON. THE CITY SHALL HAVE NO LEGAL OR MORAL OBLIGATION TO PAY THE BONDS OUT OF ANY FUNDS OF THE CITY OTHER THAN THE PLEDGED REVENUES AND OTHER ASSETS COMPRISING THE TRUST ESTATE. 50 The ability of the City to pay debt service on the Bonds as due is subject to various factors that are beyond the City’s control. These factors include, among others, (a) the ability or willingness of property owners within Improvement Area #1 of the District to pay Improvement Area #1 Assessments levied by the City, (b) cash flow delays associated with the institution of foreclosure and enforcement proceedings against property within Improvement Area #1 of the District, (c) general and local economic conditions which may impact real property values, the ability to liquidate real property holdings and the overall value of real property development projects, and (d) general economic conditions which may impact the general ability to market and sell the lots within Improvement Area #1 of the District, it being understood that poor economic conditions within the City, State, and region may slow the assumed pace of sales of such lots. The rate of development of the property in Improvement Area #1 of the District is directly related to the vitality of the residential housing industry. In the event that the sale of lots within Improvement Area #1 of the District should proceed more slowly than expected and the Developer is unable to pay the Improvement Area #1 Assessments, only the value of the Improvement Area #1 Assessed Property, with improvements, will be available for payment of the debt service on the Bonds, and such value can only be realized through the foreclosure or expeditious liquidation of the lands within Improvement Area #1 of the District. There is no assurance that the value of such lands will be sufficient for that purpose and the expeditious liquidation of real property through foreclosure or similar means is generally considered to yield sales proceeds in a lesser sum than might otherwise be received through the orderly marketing of such real property. The Underwriter is not obligated to make a market in or repurchase any of the Bonds, and no representation is made by the Underwriter, the City, or the City’s Financial Advisor that a market for the Bonds will develop and be maintained in the future. If a market does develop, no assurance can be given regarding future price maintenance of the Bonds. The City has not applied for or received a rating on the Bonds. The absence of a rating could affect the future marketability of the Bonds. There is no assurance that a secondary market for the Bonds will develop or that holders who desire to sell their Bonds prior to the stated maturity will be able to do so. Deemed Representations and Acknowledgment by Investors Each Investor will be deemed to have acknowledged and represented to the City the matters set forth under the heading “LIMITATIONS APPLICABLE TO INITIAL PURCHASERS” which include, among others, a representation and acknowledgment that the purchase of the Bonds involves investment risks, certain of which are set forth under this heading “BONDHOLDERS’ RISKS” and elsewhere herein, and such Investor, either alone or with its purchaser representative(s) (as defined in Rule 501(h) of Regulation D under the Securities Act of 1933), has sophisticated knowledge and experience in financial and business matters and the capacity to evaluate such risks in making an informed investment decision to purchase the Bonds, and the Investor can afford a complete loss of its investment in the Bonds. Infectious Disease Outbreak In March 2020, the World Health Organization and the President of the United States (the “President”) separately declared the outbreak of a respiratory disease caused by a novel coronavirus (“COVID-19”) to be a public health emergency (the “Pandemic”). On April 10, 2023, the President signed a resolution terminating the national emergency related to the Pandemic, and on May 5, 2023, the World Health organization declared COVID-19 no longer represented a global health emergency. There are currently no COVID-19 related operating limits imposed by executive order of the Governor of the State for any business or other establishment in the State. The Governor retains the right to impose additional restrictions on activities if needed in order to mitigate the effects of COVID- 19. The City has not experienced any decrease in property values or unusual tax delinquencies as a result of COVID-19. However, the City cannot predict the long-term economic effect of COVID-19 or a similar virus should there be a reversal of economic activity or re-imposition of restrictions. 51 Failure or Inability to Complete Proposed Development Proposed development within Improvement Area #1 of the District may be affected by changes in general economic conditions, fluctuations in the real estate market and interest rates, changes in the income tax treatment of real property ownership, unexpected increases in development costs and other similar factors as well as availability of utilities and the development or existence of environmental concerns with such land. See “– Hazardous Substances” and “– Availability of Utilities” below. Land development within Improvement Area #1 of the District could also be affected adversely by changes in governmental policies, including, but not limited to, governmental policies to restrict or control development. Any approvals needed in the future for Improvement Area #1 of the District must come from the City. There can be no assurances that other similar projects will not be developed in the future or that existing projects will not be upgraded or otherwise able to compete with the Development. A slowdown of the development process and the related absorption rate within the Development because of any or all of the foregoing could affect adversely land values. Such limitations could adversely impact the completion of the Development as anticipated. THE TIMELY PAYMENT OF THE BONDS DEPENDS UPON THE WILLINGNESS AND ABILITY OF THE DEVELOPER AND ANY SUBSEQUENT OWNERS TO PAY THE IMPROVEMENT AREA #1 ASSESSMENTS WHEN DUE. ANY OR ALL OF THE FOREGOING COULD REDUCE THE WILLINGNESS AND THE ABILITY OF SUCH OWNERS TO PAY THE IMPROVEMENT AREA #1 ASSESSMENTS AND COULD GREATLY REDUCE THE VALUE OF PROPERTY WITHIN IMPROVEMENT AREA #1 OF THE DISTRICT IN THE EVENT SUCH PROPERTY HAS TO BE FORECLOSED. In that event, there could be a default in the payment of the Bonds. Completion of the Improvement Area #1 Projects The Improvement Area #1 Projects are not complete. The cost and time for completion of the Improvement Area #1 Projects is uncertain and may be affected by changes in national, regional, and local and economic conditions; changes in long and short term interest rates; changes in the climate for real estate purchases; changes in demand for or supply of competing properties; changes in local, regional, and national market and economic conditions; unanticipated development costs, market preferences, and architectural trends; unforeseen environmental risks and controls; the adverse use of adjacent and neighboring real estate; changes in interest rates and the availability of mortgage funds to buyers of the homes to be built in Improvement Area #1 of the District, which may render the sale of such homes difficult or unattractive; acts of war, terrorism, or other political instability; delays or inability to obtain governmental approvals; changes in laws; moratorium; force majeure (which may result in uninsured losses); strikes; labor shortages; energy shortages; material shortages; inflation; adverse weather conditions; subcontractor defaults; and other unknown contingencies and factors beyond the control of the Developer and the City. If cost overruns result in delay of construction, or if other delays are experienced, the Developer may be unable to complete timely the Improvement Area #1 Projects. Completion of Homes The cost and time for completion of homes by the Developer and the Homebuilder is uncertain and may be affected by changes in national, regional, and local market and economic conditions; changes in long and short term interest rates; changes in the climate for real estate purchases; changes in demand for or supply of competing properties; unanticipated development costs, market preferences and architectural trends; unforeseen environmental risks and controls; the adverse use of adjacent and neighboring real estate; changes in interest rates and the availability of mortgage funds to buyers of the homes yet to be built in the Development, which may render the sale of such homes difficult or unattractive; acts of war, terrorism or other political instability; delays or inability to obtain governmental approvals; changes in laws; moratorium; force majeure (which may result in uninsured losses); strikes; labor shortages; energy shortages; material shortages; inflation; adverse weather conditions; subcontractor defaults; and other unknown contingencies and factors beyond the control of the Developer and the Homebuilder. Absorption Rates There can be no assurance that the Developer will be able to achieve its anticipated lot absorption rates. Failure to achieve the estimated lot absorption rates may adversely affect the estimated value of Improvement Area #1 of the District, could impair the economic viability of Improvement Area #1 of the District, and could reduce the ability or desire of property owners to pay the Improvement Area #1 Assessments. 52 The Developer expects to construct homes on approximately 74% of the lots in Improvement Area #1 of the District. Consequently, the Developer will not be able to affect or control the absorption rates of approximately 26% of the homes in Improvement Area #1 of the District. Assessment Limitations Improvement Area #1 Annual Installments of Improvement Area #1 Assessments are billed to property owners in Improvement Area #1 of the District. Improvement Area #1 Annual Installments are due and payable, and bear the same penalties and interest for non-payment, as for ad valorem taxes as described under “ASSESSMENT PROCEDURES.” Additionally, Improvement Area #1 Annual Installments established by the Service and Assessment Plan correspond in number and proportionate amount to the number of installments and principal amounts of Bonds maturing in each year, interest on such principal, and the Annual Collection Costs for such year. See “ASSESSMENT PROCEDURES.” The unwillingness or inability of a property owner to pay regular property tax bills as evidenced by property tax delinquencies may also indicate an unwillingness or inability to make regular property tax payments and Improvement Area #1 Annual Installments of Improvement Area #1 Assessment payments in the future. In order to pay debt service on the Bonds, it is necessary that Improvement Area #1 Annual Installments are paid in a timely manner. Due to the lack of predictability in the collection of Improvement Area #1 Annual Installments in Improvement Area #1 of the District, the City has established a Reserve Account in the Reserve Fund, to be funded from the proceeds of the Bonds, to cover delinquencies. The Improvement Area #1 Annual Installments are secured by the Assessment Lien. However, there can be no assurance that foreclosure proceedings will occur in a timely manner so as to avoid depletion of the Reserve Account and delay in payments of debt service on the Bonds. See “BONDHOLDERS’ RISKS – Bondholders’ Remedies and Bankruptcy.” Upon an ad valorem tax lien foreclosure event of a property within Improvement Area #1 of the District, any Improvement Area #1 Assessment that is delinquent will be foreclosed upon in the same manner as the ad valorem tax lien (assuming all necessary conditions and procedures for foreclosure are duly satisfied). To the extent that a foreclosure sale results in insufficient funds to pay in full both the delinquent ad valorem taxes and the delinquent Improvement Area #1 Assessments, the liens securing such delinquent ad valorem taxes and delinquent Improvement Area #1 Assessments would likely be extinguished. Any remaining unpaid balance of the delinquent Improvement Area #1 Assessments would then be an unsecured personal liability of the original property owner. Based upon the language of Texas Local Government Code, §372.017(b), case law relating to other types of assessment liens and opinions of the Texas Attorney General, the Assessment Lien as it relates to installment payments that are not yet due should remain in effect following an ad valorem tax lien foreclosure, with future installment payments not being accelerated. Texas Local Government Code §372.018(d) supports this position, stating that an Assessment Lien runs with the land and the portion of an assessment payment that has not yet come due is not eliminated by foreclosure of an ad valorem tax lien. The Assessment Lien is superior to any homestead rights of a property owner that were properly claimed after the adoption of the Assessment Ordinance. However, an Assessment Lien may not be foreclosed upon if any homestead rights of a property owner were properly claimed prior to the adoption of the Assessment Ordinance (“Pre-existing Homestead Rights”) for as long as such rights are maintained on the property. It is unclear under State law whether or not Pre-existing Homestead Rights would prevent the Assessment Lien from attaching to such homestead property or instead cause the Assessment Lien to attach, but remain subject to, the Pre-existing Homestead Rights. Under State law, in order to establish homestead rights, the claimant must show a combination of both overt acts of homestead usage and intention on the part of the owner to claim the land as a homestead. Mere ownership of the property alone is insufficient and the intent to use the property as a homestead must be a present one, not an intention to make the property a homestead at some indefinite time in the future. As of the date of adoption of the Assessment Ordinance, no such homestead rights will have been claimed. Furthermore, the Developer will own 100% of the property within Improvement Area #1 of the District at the time the Improvement Area #1 Assessments are levied and is not eligible to claim homestead rights. Consequently, there are and can be no 53 homestead rights on the Improvement Area #1 Assessed Property superior to the Assessment Lien and, therefore, the Assessment Lien may be foreclosed upon by the City. Failure by owners of the parcels to pay Improvement Area #1 Annual Installments when due, depletion of the Reserve Fund, delay in foreclosure proceedings, or inability of the City to sell parcels which have been subject to foreclosure proceedings for amounts sufficient to cover the delinquent installments of Improvement Area #1 Assessments levied against such parcels may result in the inability of the City to make full or punctual payments of debt service on the Bonds. THE IMPROVEMENT AREA #1 ASSESSMENTS WILL CONSTITUTE A FIRST AND PRIOR LIEN AGAINST THE IMPROVEMENT AREA #1 ASSESSED PROPERTY, SUPERIOR TO ALL OTHER LIENS AND CLAIMS EXCEPT LIENS AND CLAIMS FOR STATE, COUNTY, SCHOOL DISTRICT, OR MUNICIPALITY AD VALOREM TAXES AND WILL BE PERSONAL OBLIGATIONS OF AND CHARGES AGAINST THE OWNERS OF PROPERTY LOCATED WITHIN IMPROVEMENT AREA #1 OF THE DISTRICT. Bankruptcy The payment of Improvement Area #1 Assessments and the ability of the City to foreclose on the lien of a delinquent unpaid Improvement Area #1 Assessment may be limited by bankruptcy, insolvency, or other laws generally affecting creditors’ rights or by the laws of the State relating to judicial foreclosure. Although bankruptcy proceedings would not cause the Improvement Area #1 Assessments to become extinguished, bankruptcy of a property owner in all likelihood would result in a delay in prosecuting foreclosure proceedings. Such a delay would increase the likelihood of a delay or default in payment of the principal of and interest on the Bonds, and the possibility that delinquent Improvement Area #1 Assessments might not be paid in full. Direct and Overlapping Indebtedness, Assessments and Taxes The ability of an owner of property within Improvement Area #1 of the District to pay the Improvement Area #1 Assessments could be affected by the existence of other taxes and assessments imposed upon the property. Public entities whose boundaries overlap those of Improvement Area #1 of the District currently impose ad valorem taxes on the property within Improvement Area #1 of the District and will likely do so in the future. Such entities could also impose assessment liens on the property within Improvement Area #1 of the District. The imposition of additional liens, whether from taxes, assessments, or private financing, may reduce the ability or willingness of the landowners to pay the Improvement Area #1 Assessments. See “OVERLAPPING TAXES AND DEBT.” Depletion of Reserve Fund; No Prefunding of Delinquency and Prepayment Reserve Account Failure of the owners of property within Improvement Area #1 of the District to pay the Improvement Area #1 Assessments when due could result in the rapid, total depletion of the accounts in the Reserve Fund prior to replenishment from the resale of property upon a foreclosure or otherwise or delinquency redemptions after a foreclosure sale, if any. There could be a default in payments of the principal of and interest on the Bonds if sufficient amounts are not available in the Reserve Fund. The Delinquency and Prepayment Reserve Account of the Reserve Fund is not funded from proceeds of the Bonds. Instead, funding of the Delinquency and Prepayment Reserve Account is accumulated over time, by the mechanism described in “SECURITY FOR THE BONDS – Reserve Fund (Reserve Account and Delinquency and Prepayment Reserve Account).” The Indenture provides that if after a withdrawal from the Reserve Account the amounts therein are less than the Reserve Account Requirement, the Trustee shall transfer an amount from the Pledged Revenue Fund to the Reserve Account sufficient to cure such deficiency. The Indenture also provides that if the amount on deposit in the Delinquency and Prepayment Reserve Account shall at any time be less than the Delinquency and Prepayment Reserve Requirement, the Trustee shall notify the City, in writing, of the amount of such shortfall and the City shall resume collecting the Additional Interest and shall file a City Certificate with the Trustee instructing the Trustee to resume depositing the Additional Interest from the Bond Pledged Revenue Account of the Pledged Revenue Fund into the Delinquency and Prepayment Reserve Account until the Delinquency and Prepayment Reserve Requirement has been accumulated in the Delinquency and Prepayment Reserve Account; provided, however, that the City shall not be required to replenish the Delinquency and Prepayment Reserve Account in the event funds are transferred from the Delinquency 54 and Prepayment Reserve Account to the Redemption Fund as a result of an extraordinary optional redemption of Bonds from the proceeds of a Prepayment, as described under “SECURITY FOR THE BONDS – Reserve Fund (Reserve Account and Delinquency and Prepayment Reserve Account ).” Hazardous Substances While governmental taxes, assessments, and charges are a common claim against the value of a parcel, other less common claims may be relevant. One of the most serious in terms of the potential reduction in the value that may be realized to the assessment is a claim with regard to a hazardous substance. In general, the owners and operators of a parcel may be required by law to remedy conditions relating to releases or threatened releases of hazardous substances. The federal Comprehensive Environmental Response, Compensation and Liability Act of 1980, sometimes referred to as “CERCLA” or the “Superfund Act,” is the most well-known and widely applicable of these laws. It is likely that, should any of the parcels of land located in Improvement Area #1 of the District be affected by a hazardous substance, the marketability and value of such parcels would be reduced by the costs of remedying the condition, because the purchaser, upon becoming owner, will become obligated to remedy the condition just as is the seller. The value of the land within Improvement Area #1 of the District does not take into account the possible liability of the owner (or operator) for the remediation of a hazardous substance condition on the property in Improvement Area #1 of the District. The City has not independently verified, and is not aware, that the owner (or operator) of any of the parcels within Improvement Area #1 of the District has such a current liability with respect to any such parcel; however, it is possible that such liabilities do currently exist and that the City is not aware of them. Further, it is possible that liabilities may arise in the future with respect to any of the land within Improvement Area #1 of the District resulting from the existence, currently, of a substance presently classified as hazardous but which has not been released or the release of which is not presently threatened, or may arise in the future resulting from the existence, currently, on a parcel of a substance not presently classified as hazardous but which may in the future be so classified. Further, such liabilities may arise not simply from the existence of a hazardous substance but from the method of handling it. The actual occurrence of any of these possibilities could significantly negatively affect the value of a parcel that is realizable upon a foreclosure. See “THE DEVELOPMENT – Environmental” for discussion of the Phase One ESA performed on property within the District. Regulation Development within Improvement Area #1 of the District may be subject to future federal, State, and local regulations. Approval may be required from various agencies from time to time in connection with the layout and design of development in Improvement Area #1 of the District, the nature and extent of the public improvements, land use, zoning, and other matters. Failure to meet any such regulations or obtain any such approvals in a timely manner could delay or adversely affect development in Improvement Area #1 of the District and property values. Recent Changes in State Law Regarding Public Improvement Districts The 87th Legislature passed HB 1543, which became effective September 1, 2021, and requires a person who proposes to sell or otherwise convey real property within a public improvement district to provide to the purchaser of the property, before the execution of a binding contract of purchase and sale, written notice of the obligation to pay public improvement district assessments, in accordance with Section 5.014, Texas Property Code, as amended. In the event a contract of purchase and sale is entered into without the seller providing the notice, the intended purchaser is entitled to terminate the contract of purchase and sale. If the Developer or the Homebuilder does not provide the required notice and prospective purchasers of property within Improvement Area #1 of the District terminate a purchase and sale contract, the anticipated absorption schedule may be affected. In addition to the right to terminate the purchase contract, a property owner who did not receive the required notice is entitled, after sale, to sue for damages for (i) all costs relative to the purchase, plus interest and reasonable attorney’s fees, or (ii) an amount not to exceed $5,000, plus reasonable attorney’s fees. In a suit filed pursuant to clause (i), any damages awarded must go first to pay any outstanding liens on the property. In such an event, the outstanding 55 Improvement Area #1 Assessments on such property may be paid. On payment of all damages respectively to the lienholders and purchaser pursuant to clause (i), the purchaser is required to reconvey the property to the seller. Further, if the Developer or the Homebuilder does not provide the required notice and becomes liable for monetary damages, the anticipated buildout and absorption schedule may be affected. No assurances can be given that the projected buildout and absorption schedules presented in this Limited Offering Memorandum will be realized. The forms of notice to be provided to homebuyers are attached as appendices to the Service and Assessment Plan. See “APPENDIX C – Form of Service and Assessment Plan.” Potential Future Changes in State Law Regarding Public Improvement Districts During past Texas legislative sessions and interim business of the Texas legislature, various proposals and reports have been presented by committees of Texas Senate and Texas House of Representative which suggest or recommend changes to the PID Act relating to oversight of bonds secured by special assessments, including adopting requirements relating to levels of build out or adding State level oversight in connection with the issuance of bonds secured by special assessments under the PID Act. It is impossible to predict what bills may be introduced during upcoming legislative sessions and, if passed, the impact that any future legislation will or may have on the security for the Bonds. Flood Plain and Severe Weather Events According to the FEMA FIRM, Community Panel Number 48085C0155J, effective June 2, 2009, all of the property within Improvement Area #1 of the District lies outside of the 500-year flood plain, referred to as Zone X. Approximately 16.51 acres in the Remainder Area is currently within the 100-year flood plain. The Developer has applied to Collin County and FEMA for a Conditional Letter of Map Revision/Letter of Map Revision, the effect of which would be that an additional 4.27 acres in the Remainder Area will be added to the flood plain to facilitate additional capacity for stormwater runoff. FEMA will from time to time revise its FIRMs. None of the City, the Underwriter, or the Developer make any representation as to whether FEMA may revise its FIRMs, whether such revisions may result in homes that are currently outside of the 500-year flood plain from being included in the 500-year or 100-year flood plain in the future, or whether extreme flooding events may occur more often than assumed in creating the rate maps. All of the State, including the City, is subject to extreme weather events that can cause loss of life and damage to property through strong winds, flooding, heavy rains and freezes, including events similar to the severe winter storm that the continental United States experienced in February 2021, which resulted in disruptions in the Electric Reliability Council of Texas power grid and prolonged blackouts throughout the State. It is impossible to predict whether similar events will occur in the future and the impact they may have on the City, including land within Improvement Area #1 of the District. Exercise of Third-Party Property Rights As described under “THE DEVELOPMENT – Existing Mineral and Groundwater Rights, Easements and Other Third-Party Property Rights,” all of the mineral rights, royalty interests, and easement reservations located within the District are owned by the Developer. The Developer does not expect the existence or exercise of any third-party rights in or around the District to have a material adverse effect on the Development, the property within Improvement Area #1 of the District, or the ability of landowners within Improvement Area #1 of the District to pay Improvement Area #1 Assessments. However, none of the City, the Financial Advisor, or the Underwriter provide any assurances as to such Developer expectations. Bondholders’ Remedies and Bankruptcy In the event of default in the payment of principal of or interest on the Bonds or the occurrence of any other Event of Default under the Indenture, the Trustee may, and at the written direction of the Owners of not less than 51% in aggregate Outstanding principal amount of the Bonds and its receipt of indemnity satisfactory to it shall, 56 proceed against the City for the purpose of protecting and enforcing the rights of the Owners under the Indenture, by action seeking mandamus or by other suit, action, or special proceeding in equity or at law, in any court of competent jurisdiction, for any relief to the extent permitted by the Indenture or Applicable Laws, including, but not limited to, the specific performance of any covenant or agreement contained therein, or injunction; provided, however, that no action for money damages against the City may be sought or shall be permitted. The issuance of a writ of mandamus may be sought if there is no other available remedy at law to compel performance of the City’s obligations under the Bonds or the Indenture and such obligations are not uncertain or disputed. The remedy of mandamus is controlled by equitable principles, so its use rests within the discretion of the court but may not be arbitrarily refused. There is no acceleration of maturity of the Bonds in the event of default and, consequently, the remedy of mandamus may have to be relied upon from year to year. The owners of the Bonds cannot themselves foreclose on or sell property within Improvement Area #1 in order to pay the principal of and interest on the Bonds. The enforceability of the rights and remedies of the owners of the Bonds further may be limited by laws relating to bankruptcy, reorganization or other similar laws of general application affecting the rights of creditors of political subdivisions such as the City. In this regard, should the City file a petition for protection from creditors under federal bankruptcy laws, the remedy of mandamus or the right of the City to seek judicial foreclosure of its Assessment Lien would be automatically stayed and could not be pursued unless authorized by a federal bankruptcy judge. See “BONDHOLDERS’ RISKS – Bankruptcy Limitation to Bondholders’ Rights.” Any bankruptcy court with jurisdiction over bankruptcy proceedings initiated by or against a property owner within Improvement Area #1 of the District pursuant to the Federal Bankruptcy Code could, subject to its discretion, delay or limit any attempt by the City to collect delinquent Improvement Area #1 Assessments, or delinquent ad valorem taxes, against such property owner. In addition, in 2006, the Texas Supreme Court ruled in Tooke v. City of Mexia, 197 S.W.3d 325 (Tex. 2006) (“Tooke”) that a waiver of sovereign immunity must be provided for by statute in “clear and unambiguous” language. In so ruling, the Court declared that statutory language such as “sue and be sued,” in and of itself, did not constitute a clear and unambiguous waiver of sovereign immunity. In Tooke, the Court noted the enactment in 2005 of sections 271.151-.160, Texas Local Government Code (the “Local Government Immunity Waiver Act”), which, according to the Court, waives “immunity from suit for contract claims against most local governmental entities in certain circumstances.” The Local Government Immunity Waiver Act covers cities and relates to contracts entered into by cities for providing goods or services to cities. In Wasson Interests, Ltd. v. City of Jacksonville, 489 S.W.3d 427 (Tex. 2016) (“Wasson”), the Texas Supreme Court (the “Court”) addressed whether the distinction between governmental and proprietary acts (as found in tort-based causes of action) applies to breach of contract claims against municipalities. The Court analyzed the rationale behind the Proprietary-Governmental Dichotomy to determine that “a city’s proprietary functions are not done pursuant to the ‘will of the people’” and protecting such municipalities “via the [S]tate’s immunity is not an efficient way to ensure efficient allocation of [S]tate resources.” While the Court recognized that the distinction between governmental and proprietary functions is not clear, the Wasson opinion held that the Proprietary- Governmental Dichotomy applies in a contract-claims context. The Court reviewed Wasson for a second time and issued an opinion on October 5, 2018, clarifying that to determine whether governmental immunity applies to a breach of contract claim, the proper inquiry is whether the municipality was engaged in a governmental or proprietary function when it entered into the contract, not at the time of the alleged breach. Therefore, in regard to municipal contract cases (as in tort claims), it is incumbent on the courts to determine whether a function was proprietary or governmental based upon the statutory and common law guidance at the time of inception of the contractual relationship. Texas jurisprudence has generally held that proprietary functions are those conducted by a city in its private capacity, for the benefit only of those within its corporate limits, and not as an arm of the government or under authority or for the benefit of the State; these are usually activities that can be, and often are, provided by private persons, and therefore are not done as a branch of the State, and do not implicate the state’s immunity since they are not performed under the authority, or for the benefit, of the State as sovereign. Notwithstanding the foregoing new case law issued by the Court, such sovereign immunity issues have not been adjudicated in relation to bond matters (specifically, in regard to the issuance of municipal debt). Each situation will be prospectively evaluated based on the facts and circumstances surrounding the contract in question to determine if a suit, and subsequently, a judgment, is justiciable against a municipality. 57 The City is not aware of any State court construing the Local Government Immunity Waiver Act in the context of whether contractual undertakings of local governments that relate to their borrowing powers are contracts covered by such act. Because it is unclear whether the Texas legislature has effectively waived the City’s sovereign immunity from a suit for money damages in the absence of City action, the Trustee or the owners of the Bonds may not be able to bring such a suit against the City for breach of the Bonds or the Indenture covenants. As noted above, the Indenture provides that owners of the Bonds may exercise the remedy of mandamus to enforce the obligations of the City under the Indenture. Neither the remedy of mandamus nor any other type of injunctive relief was at issue in Tooke, and it is unclear whether Tooke will be construed to have any effect with respect to the exercise of mandamus, as such remedy has been interpreted by State courts. In general, State courts have held that a writ of mandamus may be issued to require public officials to perform ministerial acts that clearly pertain to their duties. State courts have held that a ministerial act is defined as a legal duty that is prescribed and defined with a precision and certainty that leaves nothing to the exercise of discretion or judgment, though mandamus is not available to enforce purely contractual duties. However, mandamus may be used to require a public officer to perform legally imposed ministerial duties necessary for the performance of a valid contract to which the State or a political subdivision of the State is a party (including the payment of moneys due under a contract). Judicial Foreclosures Judicial foreclosure proceedings are not mandatory; however, the City has covenanted to order and cause such actions to be commenced. In the event a foreclosure is necessary, there could be a delay in payments to owners of the Bonds pending prosecution of the foreclosure proceedings and receipt by the City of the proceeds of the foreclosure sale. It is possible that no bid would be received at the foreclosure sale, and, in such event, there could be an additional delay in payment of the principal of and interest on the Bonds or such payment may not be made in full. Moreover, in filing a suit to foreclose, the City must join other taxing units that have claims for delinquent taxes against all or part of the same property; the proceeds of any sale of property within Improvement Area #1 of the District available to pay debt service on the Bonds may be limited by the existence of other tax liens on the property. See “OVERLAPPING TAXES AND DEBT.” Collection of delinquent taxes, assessments, and the Improvement Area #1 Assessments may be adversely affected by the effects of market conditions on the foreclosure sale price, and by other factors, including taxpayers’ right to redeem property within two years of foreclosure for residential and agricultural use property and six months for other property, and by a time-consuming and expensive collection procedure. No Acceleration The Indenture expressly denies the right of acceleration in the event of a payment default or other default under the terms of the Bonds or the Indenture. Limited Secondary Market for the Bonds The Bonds may not constitute a liquid investment, and there is no assurance that a liquid secondary market will exist for the Bonds in the event an Owner thereof determines to solicit purchasers for the Bonds. Even if a liquid secondary market exists, there can be no assurance as to the price for which the Bonds may be sold. Such price may be lower than that paid by the current Owners of the Bonds, depending on the progress of development of Improvement Area #1 of the District subject to the Improvement Area #1 Assessments, existing real estate and financial market conditions, and other factors. No Credit Rating The City has not applied for or received a rating on the Bonds. Even if a credit rating had been sought for the Bonds, it is not anticipated that such a rating would have been investment grade. The absence of a rating could affect the future marketability of the Bonds. There is no assurance that a secondary market for the Bonds will develop or that holders who desire to sell their Bonds prior to the stated maturity will be able to do so. Occasionally, because of general market conditions or because of adverse history or economic prospects connected with a particular issue, secondary market trading in connection with a particular issue is suspended or terminated. Additionally, prices of issues for which a market is being made will depend upon then generally prevailing circumstances. Such prices could be substantially different from the original purchase price. 58 Use of Appraisal Caution should be exercised in the evaluation and use of valuations included in the Appraisal. The Appraisal is an estimate of market value as of a specified date based upon assumptions and limiting conditions and any extraordinary assumptions specific to the relevant valuation and specified therein. The estimated market value specified in the Appraisal is not a precise measure of value, but is based on a subjective comparison of related activity taking place in the real estate market. The valuation set forth in the Appraisal is based on various assumptions of future expectations and while the appraiser’s forecasts for properties in Improvement Area #1 of the District is considered to be reasonable at the current time, some of the assumptions may not materialize or may differ materially from actual experience in the future. The Bonds will not necessarily trade at values determined solely by reference to the underlying value of the properties in Improvement Area #1 of the District. In performing its analyses, an appraiser makes numerous assumptions with respect to general business, economic and regulatory conditions, and other matters, many of which are beyond the Appraiser’s, Underwriter’s, and City’s control, as well as to certain factual matters. Furthermore, the Appraiser’s analysis, opinions, and conclusions are necessarily based upon market, economic, financial, and other circumstances and conditions existing prior to the valuation and date of the Appraisal. The intended use and user of the Appraisal are specifically identified in the Appraisal as agreed upon in the contract for services and/or reliance language found in the Appraisal. The Appraiser has consented to the use of the Appraisal in this Limited Offering Memorandum in connection with the issuance of the Bonds. No other use or user of the Appraisal is permitted by any other party for any other purpose. Bankruptcy Limitation to Bondholders’ Rights The enforceability of the rights and remedies of the owners of the Bonds may be limited by laws relating to bankruptcy, reorganization or other similar laws of general application affecting the rights of creditors of political subdivisions such as the City. The City is authorized under State law to voluntarily proceed under Chapter 9 of the Federal Bankruptcy Code, 11 U.S.C. 901-946 (“Chapter 9”). The City may proceed under Chapter 9 if it (1) is generally not paying its debts, or unable to meet its debts, as they become due, (2) desires to effect a plan to adjust such debts, and (3) has either obtained the agreement of or negotiated in good faith with its creditors, is unable to negotiate with its creditors because negotiation is impracticable, or reasonably believes that a creditor may attempt to obtain a preferential transfer. If the City decides in the future to proceed voluntarily under Chapter 9, the City would develop and file a plan for the adjustment of its debts, and the Bankruptcy Court would confirm the plan if (1) the plan complies with the applicable provisions of Chapter 9, (2) all payments to be made in connection with the plan are fully disclosed and reasonable, (3) the City is not prohibited by law from taking any action necessary to carry out the plan, (4) administrative expenses are paid in full, (5) all regulatory or electoral approvals required under State law are obtained and (6) the plan is in the best interests of creditors and is feasible. The rights and remedies of the owners of the Bonds would be adjusted in accordance with the confirmed plan of adjustment of the City’s debt. Management and Ownership The management and ownership of the Developer and related or affiliated property owners could change in the future. Purchasers of the Bonds should not rely on the management experience of such entities. There are no assurances that such entities will not sell the subject property or that officers will not resign or be replaced. In such circumstances, a new developer, homebuilder, or new officers in management positions may not have comparable experience in projects comparable to the Development. Tax-Exempt Status of the Bonds The Indenture contains covenants by the City intended to preserve the exclusion from gross income of interest on the Bonds for federal income tax purposes. As discussed under the caption “TAX MATTERS,” interest on the Bonds could become includable in gross income for purposes of federal income taxation retroactive to the 59 date the Bonds were issued as a result of future acts or omissions of the City in violation of its covenants in the Indenture. Tax legislation, administrative actions taken by tax authorities, or court decisions, whether at the federal or State level, may adversely affect the tax-exempt status of interest on the Bonds under federal or State law and could affect the market price or marketability of the Bonds. Any such proposal could limit the value of certain deductions and exclusions, including the exclusion for tax-exempt interest. The likelihood of any such proposal being enacted cannot be predicted. Prospective purchasers of the Bonds should consult their own tax advisors regarding the foregoing matters. As further described in “TAX MATTERS” below, failure of the City to comply with the requirements of the Internal Revenue Code of 1986 (the “Code”) and the related legal authorities, or changes in the federal tax law or its application, could cause interest on the Bonds to be included in the gross income of owners of the Bonds for federal income tax purposes, possibly from the date of original issuance of the Bonds. Further, the opinion of Bond Counsel is based on current legal authority, covers certain matters not directly addressed by such authorities, and represents Bond Counsel’s judgment as to the proper treatment of interest on the Bonds for federal income tax purposes. It is not binding on the Internal Revenue Service (“IRS”) or the courts. The IRS has an ongoing program of auditing obligations that are issued and sold as bearing tax-exempt interest to determine whether, in the view of the IRS, interest on such obligations is included in the gross income of the owners thereof for federal income tax purposes. It cannot be predicted if this IRS focus could lead to an audit of the Bonds or what the result would be of any such audit. If an audit of the Bonds is commenced, under current procedures parties other than the City would have little, if any, right to participate in the audit process. Moreover, because achieving judicial review in connection with an audit of tax-exempt obligations is difficult, obtaining an independent review of IRS positions with which the City legitimately disagrees may not be practicable. Any action of the IRS, regardless of the outcome, including but not limited to selection of the Bonds for audit, or the course or result of such audit, or an audit of obligations presenting similar tax issues, may affect the market price for, or the marketability of, the Bonds. Finally, if the IRS ultimately determines that the interest on the Bonds is not excluded from the gross income of Bondholders for federal income tax purposes, the City may not have the resources to settle with the IRS, the Bonds are not required to be redeemed, and the interest rate on the Bonds will not increase. General Risks of Real Estate Investment and Development The Developer may, in certain limited circumstances, have the right to modify or change its plan for development of the District, including, without limitation, land use changes, changes in the overall land and phasing plans, and changes to the type, mix, size, and number of units to be developed. No defined “true-up” agreement has been entered into between the City and the Developer, nor is there a requirement that future developers or landowners enter into such an agreement. There can be no assurance, in the event the Developer or a subsequent developer modifies or changes its plan for development, that the necessary revisions to the Service and Assessment Plan will be made. Nor can there be an assurance that the eventual assessment burden on the property will be marketable. The ability of the Developer to develop lots and the Developer and the Homebuilder to sell single-family residential homes within Improvement Area #1 of the District may be affected by unforeseen changes in general economic conditions, fluctuations in the real estate market, and other factors beyond the control of the owner of the single-family residential lots. In the event that a large number of single-family projects are constructed outside of Improvement Area #1 of the District, and compete with the Development, the demand for residential housing within Improvement Area #1 of the District could be reduced, thereby adversely affecting the continued development of Improvement Area #1 of the District, or its attraction to residents. Investments in undeveloped or developing real estate are generally considered to be speculative in nature and to involve a high degree of risk. Improvement Area #1 of the District will be subject to the risks generally incident to real estate investments and development. Many factors that may affect Improvement Area #1 of the District, as well as the operating revenues of the Developer, including those derived from the Development, are not within the control of the Developer. Such factors include changes in national, regional, and local economic conditions; changes in long and short term interest rates; changes in the climate for real estate purchases; changes in demand for or supply of competing properties; changes in local, regional and national market and economic 60 conditions; unanticipated development costs, market preferences and architectural trends; unforeseen environmental risks and controls; the adverse use of adjacent and neighboring real estate; changes in interest rates and the availability of mortgage funds to buyers of the homes to be built in Improvement Area #1 of the District, which may render the sale of such homes difficult or unattractive; acts of war, terrorism or other political instability; delays or inability to obtain governmental approvals; changes in laws; moratorium; acts of God (which may result in uninsured losses); strikes; labor shortages; energy shortages; material shortages; inflation; adverse weather conditions; contractor or subcontractor defaults; and other unknown contingencies and factors beyond the control of the Developer. Improvement Area #1 of the District cannot be completed without the Developer obtaining a variety of governmental approvals and permits, some of which have already been obtained. Certain permits are necessary to initiate construction of the Improvement Area #1 Projects and to allow the occupancy of residences and to satisfy conditions included in the approvals and permits. There can be no assurance that all of these permits and approvals can be obtained or that the conditions to the approvals and permits can be fulfilled. The failure to obtain any of the required approvals or fulfill any one of the conditions could cause materially adverse financial results for the Developer. A slowdown of the development process and the related absorption rate within Improvement Area #1 of the District because of any or all of the foregoing could affect adversely land values. The timely payment of the Bonds depends on the willingness and ability of the Developer, the Homebuilder, and any subsequent owners to pay the Improvement Area #1 Assessments when due. Any or all of the foregoing could reduce the willingness and ability of such owners to pay the Improvement Area #1 Assessments and could greatly reduce the value of the property within Improvement Area #1 of the District in the event such property has to be foreclosed. If Improvement Area #1 Annual Installments of Improvement Area #1 Assessments are not timely paid and there are insufficient funds in the accounts of the Reserve Fund, a nonpayment could result in a payment default under the Indenture. Risks Related to the Current Residential Real Estate Market The real estate market is currently experiencing a slowing of new home sales and new home closings due in part to rising inflation and mortgage interest rates. Downturns in the real estate market and other factors beyond the control of the Developer, including general economic conditions, may impact the timing of parcel, lot, and home sales within Improvement Area #1 of the District. No assurances can be given that projected home prices and buildout values presented in this Limited Offering Memorandum will be realized. Risks Related to Recent Increase in Costs of Building Materials As a result of the Pandemic, low supply and high demand, and the ongoing trade war, there have been substantial increases in the cost of lumber and other materials, causing many homebuilders and general contractors to experience budget overruns. The Developer is responsible for the construction of the Improvement Area #1 Projects. The Developer expects to finance a portion of the costs of the Improvement Area #1 Projects from proceeds of the Bonds. If the Actual Costs of the Improvement Area #1 Projects are substantially greater than the estimated costs or if the Developer is unable to access building materials in a timely manner, it may affect the ability of the Developer to complete the Improvement Area #1 Projects or pay the Improvement Area #1 Assessments when due. If the costs of material continue to increase, it may affect the ability of the Developer and the Homebuilder to construct homes within Improvement Area #1 of the District. There is no way to predict whether such cost increases or low supply of building materials will continue or if such continuance will affect the development of the District. Adverse Developments Affecting the Financial Services Industry Actual events involving limited liquidity, defaults, non-performance, or other adverse developments that affect financial institutions, transactional counterparties, or other companies in the financial services industry or the financial services industry generally, or concerns or rumors about any events of these kinds or other similar risks, have in the past and may in the future lead to market-wide liquidity problems. For example, on March 10, 2023, Silicon Valley Bank (“SVB”) was closed by the California Department of Financial Protection and Innovation, which appointed the Federal Deposit Insurance Corporation (“FDIC”) as receiver. Similarly, on March 12, 2023, Signature Bank and Silvergate Capital Corp. were each swept into receivership. In March of 2023, UBS agreed to 61 acquire the troubled Credit Suisse, and troubled First Republic Bank received a $30 billion rescue package from 11 of the biggest U.S. banks in an effort to prevent its collapse; however, on May 1, 2023, the FDIC seized First Republic Bank and sold its assets to JPMorgan Chase & Co. Although a statement by the Department of the Treasury, the Federal Reserve, and the FDIC stated that all depositors of SVB would have access to all of their money after only one business day of closure, including funds held in uninsured deposit accounts, borrowers under credit agreements, letters of credit, and certain other financial instruments with any financial institution that is placed into receivership by the FDIC may be unable to access undrawn amounts. Competition The housing industry in the Dallas-Fort Worth area is very competitive, and none of the Developer, the City, the City’s Financial Advisor, or the Underwriter can give any assurance that the building programs which are planned throughout the District will be completed in accordance with the Developer’s expectations. The successful development of the land within the District, the success of the Development, and the sale of residential units therein, once such homes are built, may be affected by unforeseen changes in general economic conditions, fluctuations in the real estate market, and other factors beyond the control of the Developer. The competitive position of the Developer in the sale of developed lots or of any homebuilder in the sale of single-family residential units is affected by most of the factors discussed in this section, and such competitive position is directly related to maintenance of market values in Improvement Area #1 of the District. There can be no assurances that other similar projects will not be developed in the future or that existing projects will not be upgraded or otherwise become able to compete with the Development. Below is a list of competitive projects in the area as of March 2024. Project Name Developer Approximate distance from District Year Started Number of Single-Family Units Approximate Number of Units Remaining Home Prices Villages of Hurricane Creek Centurion American 1.5 miles 2020 1,794 1,200 $379,950+ Anna Towne Square Windsor/Pulte 3 miles 2015 1,915 600 $367,990+ Anna Ranch Brightland 3 miles 2023 556 500 $384,990+ AnaCapri Megatel < 1 mile 2022 1,239 1,000 $389,000+ Source: The Developer Availability of Utilities The progress of development within Improvement Area #1 of the District is also dependent upon the City providing an adequate supply of water and wastewater service to the Development. If the City fails to provide water and wastewater services to the property in the District, the Development cannot be substantially completed, and the Developer will not be able to construct homes. See “THE CITY – Water and Wastewater.” Dependence Upon Developer The Developer will own all of the Improvement Area #1 Assessed Property in Improvement Area #1 of the District until homes begin to be sold to the Homebuilder or homebuyers. As owner all of the Improvement Area #1 Assessed Property on the date the first Improvement Area #1 Annual Installments become due on January 31, 2025, and most of the Improvement Area #1 Assessed Property on the date the second Improvement Area #1 Annual Installments become due on January 31, 2026, the Developer will have the obligation for payment of the majority of such Improvement Area #1 Annual Installments. The ability of the Developer to make full and timely payment of 62 the Improvement Area #1 Assessments will directly affect the ability of the City to meet its debt service obligations with respect to the Bonds. TAX MATTERS Opinion On the date of initial delivery of the Bonds, McCall, Parkhurst & Horton L.L.P., Dallas, Texas, Bond Counsel to the City, will render its opinion that, in accordance with statutes, regulations, published rulings and court decisions existing on the date thereof (“Existing Law”), (1) interest on the Bonds for federal income tax purposes will be excludable from the “gross income” of the holders thereof and (2) the Bonds will not be treated as “specified private activity bonds” the interest on which would be included as an alternative minimum tax preference item under section 57(a)(5) of the Internal Revenue Code of 1986 (the “Code”). Except as stated above, Bond Counsel to the City will express no opinion as to any other federal, state, or local tax consequences of the purchase, ownership, or disposition of the Bonds. See “APPENDIX D – FORM OF OPINION OF BOND COUNSEL.” In rendering its opinion, Bond Counsel to the City will rely upon (a) certain information and representations of the City, including information and representations contained in the City’s federal tax certificate, and (b) covenants of the City contained in the Bond documents relating to certain matters, including arbitrage and the use of the proceeds of the Bonds and the property financed or refinanced therewith. Failure by the City to observe the aforementioned representations or covenants could cause the interest on the Bonds to become taxable retroactively to the date of issuance. The Code and the regulations promulgated thereunder contain a number of requirements that must be satisfied subsequent to the issuance of the Bonds in order for interest on the Bonds to be, and to remain, excludable from gross income for federal income tax purposes. Failure to comply with such requirements may cause interest on the Bonds to be included in gross income retroactively to the date of issuance of the Bonds. The opinion of Bond Counsel to the City is conditioned on compliance by the City with such requirements, and Bond Counsel to the City has not been retained to monitor compliance with these requirements subsequent to the issuance of the Bonds. Bond Counsel’s opinion represents its legal judgment based upon its review of Existing Law and the reliance on the aforementioned information, representations and covenants. Bond Counsel’s opinion is not a guarantee of a result. Existing Law is subject to change by the Congress and to subsequent judicial and administrative interpretation by the courts and the Department of the Treasury. There can be no assurance that Existing Law or the interpretation thereof will not be changed in a manner which would adversely affect the tax treatment of the purchase, ownership or disposition of the Bonds. A ruling was not sought from the Internal Revenue Service by the City with respect to the Bonds or the property financed or refinanced with proceeds of the Bonds. No assurances can be given as to whether the Internal Revenue Service will commence an audit of the Bonds, or as to whether the Internal Revenue Service would agree with the opinion of Bond Counsel. If an Internal Revenue Service audit is commenced, under current procedures the Internal Revenue Service is likely to treat the City as the taxpayer and the Bondholders may have no right to participate in such procedure. No additional interest will be paid upon any determination of taxability. Federal Income Tax Accounting Treatment of Original Issue Discount The initial public offering price to be paid for one or more maturities of the Bonds may be less than the principal amount thereof or one or more periods for the payment of interest on the bonds may not be equal to the accrual period or be in excess of one year (the “Original Issue Discount Bonds”). In such event, the difference between (i) the “stated redemption price at maturity” of each Original Issue Discount Bond, and (ii) the initial offering price to the public of such Original Issue Discount Bond would constitute original issue discount. The “stated redemption price at maturity” means the sum of all payments to be made on the bonds less the amount of all periodic interest payments. Periodic interest payments are payments which are made during equal accrual periods (or during any unequal period if it is the initial or final period) and which are made during accrual periods which do not exceed one year. 63 Under existing law, any owner who has purchased such Original Issue Discount Bond in the initial public offering is entitled to exclude from gross income (as defined in section 61 of the Code) an amount of income with respect to such Original Issue Discount Bond equal to that portion of the amount of such original issue discount allocable to the accrual period. For a discussion of certain collateral federal tax consequences, see discussion set forth below. In the event of the redemption, sale or other taxable disposition of such Original Issue Discount Bond prior to stated maturity, however, the amount realized by such owner in excess of the basis of such Original Issue Discount Bond in the hands of such owner (adjusted upward by the portion of the original issue discount allocable to the period for which such Original Issue Discount Bond was held by such initial owner) is includable in gross income. Under existing law, the original issue discount on each Original Issue Discount Bond is accrued daily to the stated maturity thereof (in amounts calculated as described below for each six-month period ending on the date before the semiannual anniversary dates of the date of the Bonds and ratably within each such six-month period) and the accrued amount is added to an initial owner’s basis for such Original Issue Discount Bond for purposes of determining the amount of gain or loss recognized by such owner upon the redemption, sale or other disposition thereof. The amount to be added to basis for each accrual period is equal to (a) the sum of the issue price and the amount of original issue discount accrued in prior periods multiplied by the yield to stated maturity (determined on the basis of compounding at the close of each accrual period and properly adjusted for the length of the accrual period) less (b) the amounts payable as current interest during such accrual period on such Original Issue Discount Bond. The federal income tax consequences of the purchase, ownership, redemption, sale or other disposition of Original Issue Discount Bonds which are not purchased in the initial offering at the initial offering price may be determined according to rules which differ from those described above. All owners of Original Issue Discount Bonds should consult their own tax advisors with respect to the determination for federal, state and local income tax purposes of the treatment of interest accrued upon redemption, sale or other disposition of such Original Issue Discount Bonds and with respect to the federal, state, local and foreign tax consequences of the purchase, ownership, redemption, sale or other disposition of such Original Issue Discount Bonds. Collateral Federal Income Tax Consequences The following discussion is a summary of certain collateral federal income tax consequences resulting from the purchase, ownership or disposition of the Bonds. This discussion is based on existing statutes, regulations, published rulings and court decisions, all of which are subject to change or modification, retroactively. The following discussion is applicable to investors, other than those who are subject to special provisions of the Code, such as financial institutions, property and casualty insurance companies, life insurance companies, individual recipients of Social Security or Railroad Retirement benefits, individuals allowed an earned income credit, certain S corporations with Subchapter C earnings and profits, foreign corporations subject to the branch profits tax, taxpayers qualifying for the health insurance premium assistance credit and taxpayers who may be deemed to have incurred or continued indebtedness to purchase tax-exempt obligations. THE DISCUSSION CONTAINED HEREIN MAY NOT BE EXHAUSTIVE. INVESTORS, INCLUDING THOSE WHO ARE SUBJECT TO SPECIAL PROVISIONS OF THE CODE, SHOULD CONSULT THEIR OWN TAX ADVISORS AS TO THE TAX TREATMENT WHICH MAY BE ANTICIPATED TO RESULT FROM THE PURCHASE, OWNERSHIP AND DISPOSITION OF TAX-EXEMPT OBLIGATIONS BEFORE DETERMINING WHETHER TO PURCHASE THE BONDS. Interest on the Bonds may be includable in certain corporation’s “adjusted financial statement income” determined under section 56A of the Code to calculate the alternative minimum tax imposed by section 55 of the Code. Under section 6012 of the Code, holders of tax-exempt obligations, such as the Bonds, may be required to disclose interest received or accrued during each taxable year on their returns of federal income taxation. 64 Section 1276 of the Code provides for ordinary income tax treatment of gain recognized upon the disposition of a tax-exempt obligation, such as the Bonds, if such obligation was acquired at a “market discount” and if the fixed maturity of such obligation is equal to, or exceeds, one year from the date of issue. Such treatment applies to “market discount bonds” to the extent such gain does not exceed the accrued market discount of such bonds; although for this purpose, a de minimis amount of market discount is ignored. A “market discount bond” is one which is acquired by the holder at a purchase price which is less than the stated redemption price at maturity or, in the case of a bond issued at an original issue discount, the “revised issue price” (i.e., the issue price plus accrued original issue discount). The “accrued market discount” is the amount which bears the same ratio to the market discount as the number of days during which the holder holds the obligation bears to the number of days between the acquisition date and the final maturity date. State, Local And Foreign Taxes Investors should consult their own tax advisors concerning the tax implications of the purchase, ownership or disposition of the Bonds under applicable state or local laws. Foreign investors should also consult their own tax advisors regarding the tax consequences unique to investors who are not United States persons. Information Reporting and Backup Withholding Subject to certain exceptions, information reports describing interest income, including original issue discount, with respect to the Bonds will be sent to each registered holder and to the Internal Revenue Service. Payments of interest and principal may be subject to backup withholding under section 3406 of the Code if a recipient of the payments fails to furnish to the payor such owner's social security number or other taxpayer identification number ("TIN"), furnishes an incorrect TIN, or otherwise fails to establish an exemption from the backup withholding tax. Any amounts so withheld would be allowed as a credit against the recipient’s federal income tax. Special rules apply to partnerships, estates and trusts, and in certain circumstances, and in respect of foreign investors, certifications as to foreign status and other matters may be required to be provided by partners and beneficiaries thereof. Future and Proposed Legislation Tax legislation, administrative actions taken by tax authorities, or court decisions, whether at the Federal or state level, may adversely affect the tax-exempt status of interest on the Bonds under Federal or state law and could affect the market price or marketability of the Bonds. Any such proposal could limit the value of certain deductions and exclusions, including the exclusion for tax-exempt interest. The likelihood of any such proposal being enacted cannot be predicted. Prospective purchasers of the Bonds should consult their own tax advisors regarding the foregoing matters. LEGAL MATTERS Legal Proceedings Delivery of the Bonds will be accompanied by (i) the unqualified approving legal opinion of the Attorney General to the effect that the Bonds are valid and legally binding obligations of the City under the Constitution and laws of the State, payable from the Trust Estate and, (ii) based upon their examination of a transcript of certified proceedings relating to the issuance and sale of the Bonds, the legal opinion of Bond Counsel, to a like effect. McCall, Parkhurst & Horton L.L.P., serves as Bond Counsel to the City. Orrick, Herrington and Sutcliffe LLP serves as Underwriter’s Counsel. The legal fees paid to Bond Counsel and Underwriter’s Counsel are contingent upon the sale and delivery of the Bonds. Legal Opinions The City will furnish the Underwriter a transcript of certain certified proceedings incident to the authorization and issuance of the Bonds. Such transcript will include a certified copy of the approving opinion of the Attorney General of Texas, as recorded in the Bond Register of the Comptroller of Public Accounts of the State, to 65 the effect that the Bonds are valid and binding special obligations of the City. The City will also furnish the legal opinion of Bond Counsel, to the effect that, based upon an examination of such transcript, the Bonds are valid and binding special obligations of the City under the Constitution and laws of the State. The legal opinion of Bond Counsel will further state that the Bonds, including principal thereof and interest thereon, are payable from and secured by a first lien on, security interest in, and pledge of the Trust Estate. Bond Counsel will also provide a legal opinion to the effect that interest on the Bonds will be excludable from gross income for federal income tax purposes under Section 103(a) of the Code, subject to the matters described above under the caption “TAX MATTERS,” including the alternative minimum tax consequences for corporations. A copy of the opinion of Bond Counsel is attached hereto as “APPENDIX D – FORM OF OPINION OF BOND COUNSEL.” Except as noted below, Bond Counsel did not take part in the preparation of the Limited Offering Memorandum, and such firm has not assumed any responsibility with respect thereto or undertaken independently to verify any of the information contained therein, except that, in its capacity as Bond Counsel, such firm has reviewed the information describing the Bonds in the Limited Offering Memorandum under the captions or subcaptions “PLAN OF FINANCE – The Bonds,” “DESCRIPTION OF THE BONDS,” “SECURITY FOR THE BONDS” (except for the last paragraph under the subcaption “General”), “ASSESSMENT PROCEDURES” (except for the subcaptions “Improvement Area #1 Assessment Methodology” and “Improvement Area #1 Assessment Amounts”), “THE DISTRICT,” “TAX MATTERS,” “LEGAL MATTERS – Legal Proceedings” (first paragraph only), “LEGAL MATTERS – Legal Opinions,” “SUITABILITY FOR INVESTMENT,” “CONTINUING DISCLOSURE – The City,” “REGISTRATION AND QUALIFICATION OF BONDS FOR SALE,” “LEGAL INVESTMENTS AND ELIGIBILITY TO SECURE PUBLIC FUNDS IN TEXAS” and APPENDIX B and such firm is of the opinion that the information relating to the Bonds, the Bond Ordinance, the Assessment Ordinance, and the Indenture contained therein fairly and accurately describes the laws and legal issues addressed therein and, with respect to the Bonds, such information conforms to the Bond Ordinance, the Assessment Ordinance and the Indenture. The various legal opinions to be delivered concurrently with the delivery of the Bonds express the professional judgment of the attorneys rendering the opinions as to the legal issues explicitly addressed therein. In rendering a legal opinion, the attorney does not become an insurer or guarantor of that expression of professional judgment, of the transaction opined upon, or of the future performance of the parties to the transaction. Nor does the rendering of an opinion guarantee the outcome of any legal dispute that may arise out of the transaction. Litigation – The City At the time of delivery and payment for the Bonds, the City will certify that, except as disclosed herein, there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, regulatory agency, public board or body, pending or overtly threatened against the City affecting the existence of the District, or seeking to restrain or to enjoin the sale or delivery of the Bonds, the application of the proceeds thereof, in accordance with the Indenture, or the collection or application of Improvement Area #1 Assessments securing the Bonds, or in any way contesting or affecting the validity or enforceability of the Bonds, the Assessment Ordinance, the Indenture, any action of the City contemplated by any of the said documents, or the collection or application of the Pledged Revenues, or in any way contesting the completeness or accuracy of this Limited Offering Memorandum or any amendment or supplement thereto, or contesting the powers of the City or its authority with respect to the Bonds or any action of the City contemplated by any documents relating to the Bonds. Litigation – The Developer At the time of delivery and payment for the Bonds, the Developer will certify that, except as disclosed herein, there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, regulatory body, public board or body pending, or, to the best knowledge of the Developer, threatened against or affecting the Developer wherein an unfavorable decision, ruling or finding would have a material adverse effect on the financial condition or operations of the Developer or its officers or would adversely affect (1) the transactions contemplated by, or the validity or enforceability of, the Bonds, the Indenture, the Bond Ordinance, the Service and Assessment Plan, the Development Agreement, or the Bond Purchase Agreement, or otherwise described in this Limited Offering Memorandum, or (2) the tax-exempt status of interest on the Bonds (individually or in the aggregate, a “Material Adverse Effect”). Principals of the Developer and their affiliated entities may in the future be 66 parties to pending and/or threatened litigation related to their commercial and real estate development activities. Such litigation occurs in the ordinary course of business and is not expected to have a Material Adverse Effect. SUITABILITY FOR INVESTMENT Investment in the Bonds poses certain economic risks. See “BONDHOLDERS’ RISKS”. The Bonds are not rated by any nationally recognized municipal securities rating service. No dealer, broker, salesman or other person has been authorized by the City or the Underwriter to give any information or make any representations, other than those contained in this Limited Offering Memorandum, and, if given or made, such other information or representations must not be relied upon as having been authorized by either of the foregoing. Additional information will be made available to each prospective investor, including the benefit of a site visit to the City and the opportunity to ask questions of the Developer, as such prospective investor deems necessary in order to make an informed decision with respect to the purchase of the Bonds. ENFORCEABILITY OF REMEDIES The remedies available to the owners of the Bonds upon an event of default under the Indenture are in many respects dependent upon judicial actions, which are often subject to discretion and delay. See “BONDHOLDERS’ RISKS – Bondholders’ Remedies and Bankruptcy.” Under existing constitutional and statutory law and judicial decisions, including the federal bankruptcy code, the remedies specified by the Indenture and the Bonds may not be readily available or may be limited. The various legal opinions to be delivered concurrently with the delivery of the Bonds will be qualified, as to the enforceability of the remedies provided in the various legal instruments, by limitations imposed by governmental immunity, bankruptcy, reorganization, insolvency or other similar laws affecting the rights of creditors and enacted before or after such delivery. NO RATING No application for a rating on the Bonds has been made to any rating agency, nor is there any reason to believe that the City would have been successful in obtaining an investment grade rating for the Bonds had application been made. CONTINUING DISCLOSURE The City Pursuant to Rule 15c2-12 of the United States Securities and Exchange Commission (the “Rule”), the City, the Administrator, and Regions Bank (in such capacity, the “Dissemination Agent”) will enter into a Continuing Disclosure Agreement of Issuer (the “Disclosure Agreement of Issuer”) for the benefit of the Owners of the Bonds (including owners of beneficial interests in the Bonds), to provide, by certain dates prescribed in the Disclosure Agreement of Issuer, certain financial information and operating data relating to the City (collectively, the “City Reports”). The specific nature of the information to be contained in the City Reports is set forth in “APPENDIX E- 1 – Form of Disclosure Agreement of Issuer.” Under certain circumstances, the failure of the City to comply with its obligations under the Disclosure Agreement of Issuer constitutes an event of default thereunder. Such a default will not constitute an event of default under the Indenture, but such event of default under the Disclosure Agreement of Issuer would allow the Owners of the Bonds (including owners of beneficial interests in the Bonds) to bring an action for specific performance. The City has agreed to update information and to provide notices of certain specified events only as provided in the Disclosure Agreement of Issuer. The City has not agreed to provide other information that may be relevant or material to a complete presentation of its financial results of operations, condition, or prospects or agreed to update any information that is provided in this Limited Offering Memorandum, except as provided in the Disclosure Agreement of Issuer. The City makes no representation or warranty concerning such information or concerning its usefulness to a decision to invest in or sell the Bonds at any future date. The City disclaims any contractual or tort liability for damages resulting in whole or in part from any breach of the Disclosure Agreement of Issuer or from any statement made pursuant to the Disclosure Agreement of Issuer. 67 The City’s Compliance with Prior Undertakings The City believes it has complied in all material respects with its continuing disclosure undertakings pursuant to the Rule during the last 5 years. The Developer The Developer, the Administrator, and the Dissemination Agent have entered into a Continuing Disclosure Agreement of Developer (the “Disclosure Agreement of Developer”) for the benefit of the Owners of the Bonds (including owners of beneficial interests in the Bonds), to provide, by certain dates prescribed in the Disclosure Agreement of Developer, certain information regarding the Development and the Improvement Area #1 Projects (collectively, the “Developer Reports”). The specific nature of the information to be contained in the Developer Reports is set forth in “APPENDIX E-2 – Form of Disclosure Agreement of Developer.” Under certain circumstances, the failure of the Developer or the Administrator to comply with its obligations under the Disclosure Agreement of Developer constitutes an event of default thereunder. Such a default will not constitute an event of default under the Indenture, but such event of default under the Disclosure Agreement of Developer would allow the Owners of the Bonds (including owners of beneficial interests in the Bonds) to bring an action for specific performance. The Disclosure Agreement of Developer is a voluntary agreement made for the benefit of the holders of the Bonds and is not entered into pursuant to the Rule. The Developer has agreed to provide (i) certain updated information to the Administrator, which consultant will prepare and provide such updated information in report form and (ii) notices of certain specified events, only as provided in the Disclosure Agreement of Developer. The Developer has not agreed to provide other information that may be relevant or material to a complete presentation of its financial results of operations, condition, or prospects or agreed to update any information that is provided in this Limited Offering Memorandum, except as provided in the Disclosure Agreement of Developer. The Developer makes no representation or warranty concerning such information or concerning its usefulness to a decision to invest in or sell the Bonds at any future date. The Developer disclaims any contractual or tort liability for damages resulting in whole or in part from any breach of the Disclosure Agreement of Developer or from any statement made pursuant to the Disclosure Agreement of Developer. The Developer’s Compliance with Prior Undertakings During the last five years, the Developer has complied in all material respects with the continuing disclosure agreement made by it in accordance with the Rule. UNDERWRITING FMSbonds, Inc. (the “Underwriter”) has agreed to purchase the Bonds from the City at a purchase price of $ (the par amount of the Bonds, less an underwriting discount of $ ). The Underwriter’s obligations are subject to certain conditions precedent and if obligated to purchase any of the Bonds the Underwriter will be obligated to purchase all of the Bonds. The Bonds may be offered and sold by the Underwriter at prices lower than the initial offering prices stated on the inside cover page hereof, and such initial offering prices may be changed from time to time by the Underwriter. REGISTRATION AND QUALIFICATION OF BONDS FOR SALE The sale of the Bonds has not been registered under the federal Securities Act of 1933, as amended, in reliance upon the exemption provided thereunder by Section 3(a)(2); and the Bonds have not been qualified under the Securities Act of Texas in reliance upon various exemptions contained therein; nor have the Bonds been qualified under the securities acts of any other jurisdiction. The City assumes no responsibility for qualification of the Bonds under the securities laws of any jurisdiction in which the Bonds may be sold, assigned, pledged, hypothecated or otherwise transferred. This disclaimer of responsibility for qualification for sale or other disposition of the Bonds shall not be construed as an interpretation of any kind with regard to the availability of any exemption from securities registration provisions. 68 LEGAL INVESTMENT AND ELIGIBILITY TO SECURE PUBLIC FUNDS IN TEXAS The PID Act and Section 1201.041 of the Public Security Procedures Act (Chapter 1201, Texas Government Code, as amended) provide that the Bonds are negotiable instruments and investment securities governed by Chapter 8, Texas Business and Commerce Code, as amended, and are legal and authorized investments for insurance companies, fiduciaries, trustees, or for the sinking funds of municipalities or other political subdivisions or public agencies of the State. With respect to investment in the Bonds by municipalities or other political subdivisions or public agencies of the State, the PFIA requires that the Bonds be assigned a rating of at least “A” or its equivalent as to investment quality by a national rating agency. See “NO RATING” above. In addition, the PID Act and various provisions of the Texas Finance Code provide that, subject to a prudent investor standard, the Bonds are legal investments for state banks, savings banks, trust companies with capital of one million dollars or more, and savings and loan associations. The Bonds are eligible to secure deposits to the extent of their market value. No review by the City has been made of the laws in other states to determine whether the Bonds are legal investments for various institutions in those states. No representation is made that the Bonds will be acceptable to public entities to secure their deposits or acceptable to such institutions for investment purposes. The City made no investigation of other laws, rules, regulations or investment criteria which might apply to such institutions or entities or which might limit the suitability of the Bonds for any of the foregoing purposes or limit the authority of such institutions or entities to purchase or invest in the Bonds for such purposes. INVESTMENTS The City invests its funds in investments authorized by Texas law in accordance with investment policies approved by the City Council. Both Texas law and the City’s investment policies are subject to change. Under Texas law, the City is authorized to invest in (1) obligations of the United States or its agencies and instrumentalities, including letters of credit; (2) direct obligations of the State or its agencies and instrumentalities; (3) collateralized mortgage obligations directly issued by a federal agency or instrumentality of the United States, the underlying security for which is guaranteed by an agency or instrumentality of the United States; (4) other obligations, the principal and interest of which are unconditionally guaranteed or insured by or backed by the full faith and credit of, the State or the United States or their respective agencies and instrumentalities, including obligations that are fully guaranteed or insured by the Federal Deposit Insurance Corporation or by the explicit full faith and credit of the United States; (5) obligations of states, agencies, counties, cities, and other political subdivisions of any state rated as to investment quality by a nationally recognized investment rating firm not less than A or its equivalent; (6) bonds issued, assumed or guaranteed by the State of Israel; (7) interest-bearing banking deposits that are guaranteed or insured by the Federal Deposit Insurance Corporation or its successor or the National Credit Union Share Insurance Fund or its successor, (8) certificates of deposit and share certificates (i) issued by or through an institution that either has its main office or a branch office in the State, and are guaranteed or insured by the Federal Deposit Insurance Corporation or the National Credit Union Insurance Fund, or are secured as to principal by obligations described in the clauses (1) through (6) or in any other manner and amount provided by law for City deposits, or (ii) where (a) the funds are invested by the City through (I) a broker that has its main office or a branch office in the State and is selected from a list adopted by the City as required by law or (II) a depository institution that has its main office or a branch office in the State that is selected by the City; (b) the broker or the depository institution selected by the City arranges for the deposit of the funds in certificates of deposit in one or more federally insured depository institutions, wherever located, for the account of the City; (c) the full amount of the principal and accrued interest of each of the certificates of deposit is insured by the United States or an instrumentality of the United States, and (d) the City appoints the depository institution selected under (a) above, a custodian as described by Section 2257.041(d) of the Texas Government Code, or a clearing broker-dealer registered with the Securities and Exchange Commission and operating pursuant to Securities and Exchange Commission Rule 15c3-3 (17 C.F.R. Section 240.15c3-3) as custodian for the City with respect to the certificates of deposit; (9) fully collateralized repurchase agreements that have a defined termination date, are fully secured by a combination of cash and obligations described in clause (1) which are pledged to the City, held in the City’s name, and deposited at the time the investment is made with the City or with a third party selected and approved by the City and are placed through a primary government securities dealer, as defined by the Federal Reserve, or a financial institution doing business in the State; (10) securities lending programs if (i) the securities loaned under the program are 100% collateralized, a loan made under the program allows for termination at any time and a loan made under the program 69 is either secured by (a) obligations that are described in clauses (1) through (6) above, (b) irrevocable letters of credit issued by a state or national bank that is continuously rated by a nationally recognized investment rating firm at not less than A or its equivalent or (c) cash invested in obligations described in clauses (1) through (6) above, clauses (12) through (14) below, or an authorized investment pool; (ii) securities held as collateral under a loan are pledged to the City, held in the City’s name and deposited at the time the investment is made with the City or a third party designated by the City; (iii) a loan made under the program is placed through either a primary government securities dealer or a financial institution doing business in the State; and (iv) the agreement to lend securities has a term of one year or less, (11) certain bankers’ acceptances with the remaining term of 270 days or less, if the short- term obligations of the accepting bank or its parent are rated at least A-1 or P-1 or the equivalent by at least one nationally recognized credit rating agency, (12) commercial paper with a stated maturity of 270 days or less that is rated at least A-1 or P-1 or the equivalent by either (a) two nationally recognized credit rating agencies or (b) one nationally recognized credit rating agency if the paper is fully secured by an irrevocable letter of credit issued by a U.S. or state bank, (13) no-load money market mutual funds registered with and regulated by the Securities and Exchange Commission that comply with federal Securities and Exchange Commission Rule 2a-7, and (14) no-load mutual funds registered with the Securities and Exchange Commission that have an average weighted maturity of less than two years, and have a duration of one year or more and are invested exclusively in obligations described in this paragraph or have a duration of less than one year and the investment portfolio is limited to investment grade securities, excluding asset-backed securities. In addition, bond proceeds may be invested in guaranteed investment contracts that have a defined termination date and are secured by obligations, including letters of credit, of the United States or its agencies and instrumentalities in an amount at least equal to the amount of bond proceeds invested under such contract, other than the prohibited obligations described in the next succeeding paragraph. The City may invest in such obligations directly or through government investment pools that invest solely in such obligations provided that the pools are rated no lower than “AAA” or “AAA-m” or an equivalent by at least one nationally recognized rating service. The City may also contract with an investment management firm registered under the Investment Advisers Act of 1940 (15 U.S.C. Section 80b-1 et seq.) or with the State Securities Board to provide for the investment and management of its public funds or other funds under its control for a term up to two years, but the City retains ultimate responsibility as fiduciary of its assets. In order to renew or extend such a contract, the City must do so by order, ordinance, or resolution. The City is specifically prohibited from investing in: (1) obligations whose payment represents the coupon payments on the outstanding principal balance of the underlying mortgage-backed security collateral and pays no principal; (2) obligations whose payment represents the principal stream of cash flow from the underlying mortgage-backed security and bears no interest; (3) collateralized mortgage obligations that have a stated final maturity of greater than 10 years; and (4) collateralized mortgage obligations the interest rate of which is determined by an index that adjusts opposite to the changes in a market index. Political subdivisions such as the City are authorized to implement securities lending programs if (i) the securities loaned under the program are 100% collateralized, a loan made under the program allows for termination at any time and a loan made under the program is either secured by (a) obligations that are described in clauses (1) through (6) of the first paragraph under this subcaption, (b) irrevocable letters of credit issued by a state or national bank that is continuously rated by a nationally recognized investment rating firm not less than “A” or its equivalent, or (c) cash invested in obligations that are described in clauses (1) through (6) and (10) through (12) of the first paragraph under this subcaption, or an authorized investment pool; (ii) securities held as collateral under a loan are pledged to the governmental body, held in the name of the governmental body and deposited at the time the investment is made with the City or a third party designated by the City; (iii) a loan made under the program is placed through either a primary government securities dealer or a financial institution doing business in the State; and (iv) the agreement to lend securities has a term of one year or less. Under Texas law, the City is required to invest its funds under written investment policies that primarily emphasize safety of principal and liquidity; that address investment diversification, yield, maturity, and the quality and capability of investment management; and that includes a list of authorized investments for City funds, the maximum allowable stated maturity of any individual investment, the maximum average dollar-weighted maturity allowed for pooled fund groups, methods to monitor the market price of investments acquired with public funds, a requirement for settlement of all transactions, except investment pool funds and mutual funds, on a delivery versus payment basis, and procedures to monitor rating changes in investments acquired with public funds and the liquidation of such investments consistent with the PFIA. All City funds must be invested consistent with a 70 formally adopted “Investment Strategy Statement” that specifically addresses each fund’s investment. Each Investment Strategy Statement will describe its objectives concerning (1) suitability of investment type, (2) preservation and safety of principal, (3) liquidity, (4) marketability of each investment, (5) diversification of the portfolio, and (6) yield. Under Texas law, City investments must be made “with judgment and care, under prevailing circumstances, that a person of prudence, discretion, and intelligence would exercise in the management of the person’s own affairs, not for speculation, but for investment, considering the probable safety of capital and the probable income to be derived.” At least quarterly the investment officers of the City shall submit an investment report detailing: (1) the investment position of the City, (2) that all investment officers jointly prepared and signed the report, (3) the beginning market value, the ending market value and the fully accrued interest for the reporting period of each pooled fund group, (4) the book value and market value of each separately listed asset and fund type invested at the beginning and end of the reporting period by the type of asset and fund type invested, (5) the maturity date of each separately invested asset, (6) the account or fund or pooled fund group for which each individual investment was acquired, and (7) the compliance of the investment portfolio as it relates to: (a) adopted investment strategy statements and (b) state law. No person may invest City funds without express written authority from the City Council. Under Texas law the City is additionally required to: (1) annually review its adopted policies and strategies; (2) adopt a rule, order, ordinance or resolution stating that it has reviewed its investment policy and investment strategies and records any changes made to either its investment policy or investment strategy in the respective rule, order, ordinance or resolution; (3) require any investment officers’ with personal business relationships or relatives with firms seeking to sell securities to the City to disclose the relationship and file a statement with the Texas Ethics Commission and the City Council; (4) require the registered principal of firms seeking to sell securities to the City to: (a) receive and review the City’s investment policy, (b) acknowledge that reasonable controls and procedures have been implemented to preclude investment transactions conducted between the City and the business organization that are not authorized by the City’s investment policy (except to the extent that this authorization is dependent on an analysis of the makeup of the City’s entire portfolio or requires an interpretation of subjective investment standards), and (c) deliver a written statement attesting to these requirements; (5) perform an annual audit of the management controls on investments and adherence to the City’s investment policy; (6) provide specific investment training for the officers of the City; (7) restrict reverse repurchase agreements to not more than 90 days and restrict the investment of reverse repurchase agreement funds to no greater than the term of the reverse repurchase agreement; (8) restrict the investment in no-load mutual funds in the aggregate to no more than 15% of the entity’s monthly average fund balance, excluding bond proceeds and reserves and other funds held for debt service; (9) require local government investment pools to conform to the new disclosure, rating, net asset value, yield calculation, and advisory board requirements; and (10) at least annually review, revise, and adopt a list of qualified brokers that are authorized to engage in investment transactions with the City. INFORMATION RELATING TO THE TRUSTEE The City has appointed Regions Bank, an Alabama state banking corporation, to serve as Trustee. The Trustee is to carry out those duties assignable to it under the Indenture. Except for the contents of this section, the Trustee has not reviewed or participated in the preparation of this Limited Offering Memorandum and assumes no responsibility for the contents, accuracy, fairness, or completeness of the information set forth in this Limited Offering Memorandum or for the recitals contained in the Indenture or the Bonds, or for the validity, sufficiency, or legal effect of any of such documents. Furthermore, the Trustee has no oversight responsibility, and is not accountable, for the use or application by the City of any of the Bonds authenticated or delivered pursuant to the Indenture or for the use or application of the proceeds of such Bonds by the City. The Trustee has not evaluated the risks, benefits, or propriety of any investment in the Bonds and makes no representation, and has reached no conclusions, regarding the value or condition of any assets or revenues pledged or assigned as security for the Bonds, the technical or financial feasibility of the project, or the investment quality of the Bonds, about all of which the Trustee expresses no opinion and expressly disclaims the expertise to evaluate. 71 Additional information about the Trustee may be found at its website at www.regions.com. Neither the information on the Trustee’s website, nor any links from that website, is a part of this Limited Offering Memorandum, nor should any such information be relied upon to make investment decisions regarding the Bonds. SOURCES OF INFORMATION General The information contained in this Limited Offering Memorandum has been obtained primarily from the City’s records, the Developer and its representatives and other sources believed to be reliable. In accordance with its responsibilities under the federal securities law, the Underwriter has reviewed the information in this Limited Offering Memorandum in accordance with, and as part of, its responsibilities to investors under the federal securities laws as applied to the facts and circumstances of the transaction, but the Underwriter does not guarantee the accuracy or completeness of such information. The information and expressions of opinion herein are subject to change without notice, and neither the delivery of this Limited Offering Memorandum or any sale hereunder will create any implication that there has been no change in the financial condition or operations of the City or the Developer described herein since the date hereof. This Limited Offering Memorandum contains, in part, estimates and matters of opinion that are not intended as statements of fact, and no representation or warranty is made as to the correctness of such estimates and opinions or that they will be realized. The summaries of the statutes, resolutions, ordinances, indentures and engineering and other related reports set forth herein are included subject to all of the provisions of such documents. These summaries do not purport to be complete statements of such provisions and reference is made to such documents for further information. Source of Certain Information The information contained in this Limited Offering Memorandum relating to the description of the Improvement Area #1 Projects, the Development, and the Developer generally and, in particular, the information included in the sections captioned “PLAN OF FINANCE – Overview,” “– Development Plan,” and “– Developer as Homebuilder,” “THE IMPROVEMENT AREA #1 PROJECTS,” “THE DEVELOPMENT,” “THE DEVELOPER,” “BONDHOLDERS’ RISKS” (only as it pertains to the Developer, the Improvement Area #1 Projects, and the Development), “LEGAL MATTERS – Litigation – The Developer,” APPENDIX F, and APPENDIX G have been provided by the Developer. Experts The information regarding the Service and Assessment Plan in this Limited Offering Memorandum has been provided by P3Works, LLC and has been included in reliance upon the authority of such firm as experts in the field of development planning and finance. The information regarding the Appraisal in this Limited Offering Memorandum has been provided by the Appraiser, and has been included in reliance upon the authority of such firm as experts in the field of the appraisal of real property. Updating of Limited Offering Memorandum If, subsequent to the date of the Limited Offering Memorandum, the City learns, through the ordinary course of business and without undertaking any investigation or examination for such purposes, or is notified by the Underwriter, of any adverse event which causes the Limited Offering Memorandum to be materially misleading, and unless the Underwriter elects to terminate its obligation to purchase the Bonds, the City will promptly prepare and supply to the Underwriter an appropriate amendment or supplement to the Limited Offering Memorandum satisfactory to the Underwriter; provided, however, that the obligation of the City to so amend or supplement the Limited Offering Memorandum will terminate when the City delivers the Bonds to the Underwriter, unless the Underwriter notifies the City on or before such date that less than all of the Bonds have been sold to ultimate customers; in which case the City’s obligations hereunder will extend for an additional period of time (but not more than 90 days after the date the City delivers the Bonds) until all of the Bonds have been sold to ultimate customers. 72 FORWARD-LOOKING STATEMENTS Certain statements included or incorporated by reference in this Limited Offering Memorandum constitute “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995, Section 21E of the United States Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act. Such statements are generally identifiable by the terminology used such as “plan,” “expect,” “estimate,” “project,” “anticipate,” “budget” or other similar words. THE ACHIEVEMENT OF CERTAIN RESULTS OR OTHER EXPECTATIONS CONTAINED IN SUCH FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS WHICH MAY CAUSE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS DESCRIBED HEREIN TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD- LOOKING STATEMENTS. THE CITY DOES NOT PLAN TO ISSUE ANY UPDATES OR REVISIONS TO THOSE FORWARD-LOOKING STATEMENTS IF OR WHEN ANY OF ITS EXPECTATIONS, OR EVENTS, CONDITIONS OR CIRCUMSTANCES ON WHICH SUCH STATEMENTS ARE BASED OCCUR, OTHER THAN AS DESCRIBED UNDER “CONTINUING DISCLOSURE” HEREIN. AUTHORIZATION AND APPROVAL The City Council has approved by resolution this Preliminary Limited Offering Memorandum and the City Council has authorized this Preliminary Limited Offering Memorandum to be used by the Underwriter in connection with the marketing and sale of the Bonds. In the Bond Ordinance, the City Council will approve the form and content of the final Limited Offering Memorandum. THE REMAINDER OF THIS PAGE IS LEFT BLANK INTENTIONALLY. APPENDIX A – Page 1 APPENDIX A GENERAL INFORMATION REGARDING THE CITY AND SURROUNDING AREAS The following information has been derived from various sources, including the U.S. Census and the Municipal Advisory Council of Texas. While such sources are believed to be reliable, no representation is made as to the accuracy thereof. Location and Population The City is located in north central Collin County, 40 miles north of Dallas and 12 miles northwest of the City of McKinney. Access to the City is provided by State Highway 121, State Highway 5, US-75, and Farm Road 455. The City covers approximately 15 square miles. Some of the services that the City provides are public safety (police and fire protection), streets, water and sanitary sewer utilities, planning and zoning, and general administrative services. The 2020 Census population for the City was 16,896, while the current estimated population is 23,558. Historical Employment in Collin County Average Annual 2024 (1) 2023 2022 2021 2020 Civilian Labor Force 654,007 644,705 625,800 600,186 578,797 Total Employed 632,478 622,134 605,672 574,037 542,541 Total Unemployed 21,529 22,571 20,128 26,149 36,256 Unemployment Rate 3.3% 3.5% 3.2% 4.4% 6.3% _____________ (1) Data through April 2024. Source: Texas Workforce Commission, Department of Economic Research and Analysis. Major Employers The major employers in the City are set forth in the table below. Employer Product or Service Employees Anna Independent School District Education 713 Walmart Retail 412 Pate Rehab Medical 162 City of Anna Municipal Government 152 Brookshire’s Grocery Store 84 Bronco Manufacturing Machine Shop 33 Hurricane Creek Country Club Country Club 51 Love’s Travel Shop Retail 47 McDonald’s Restaurant 40 Tri-Country Vet Vet Clinic 12 Source: City’s Annual Comprehensive Financial Report for Fiscal Year Ended September 30, 2022 APPENDIX A – Page 2 Surrounding Economic Activity The major employers of certain municipalities in the Dallas–Fort Worth–Arlington metropolitan area are set forth in the table below. Source: Municpal Advisory Council of Texas City of Mesquite (2022) City of Frisco (2022) City of Plano (2023) Approximately 14 miles from the City Approximately 28 miles from the City Approximately 27 miles from the City Employer Employees Employer Employees Employer Employees Mesquite ISD 5,487 Frisco ISD 8,088 JP Morgan Chase 9,500 Town East Mall 2,750 T-Mobile USA 1,800 Capital One Finance 7,542 United Parcel Service Inc. 2,300 City of Frisco 1,688 Toyota Motor North America, Inc. 4,573 Baker Triangle 1,900 Keurig Dr. Pepper Inc. 1,100 Bank of America 4,500 City of Mesquite 1,251 Mario Sinacola & Sons Excavating 935 At&T Foundry 2,500 Eastfield College 950 Conifer 903 Ericsson 2,406 Dallas Regional Medical Center 900 Baylor Medical Center 663 Liberty Mutual Insurance Co. 2,385 Wal-Mart Supercenter 850 Baylor Scott White/Centennial Hosp. 466 Medical City Plano 2,332 Pepsi Beverages Co. 800 IKEA Frisco 423 USAA 2,092 Ashley Furniture 785 UT Southwestern/Texas Health Hosp. 300 Fannie Mae 2,000 City of Grapevine (2022) Approximately 49 miles from the City Employer Employees Gaylord Texas Resort & Conv Ctr 2,000 Dallas/Ft. Worth Int’l Airport 1,980 Grapevine-Colleyville ISD 1,700 Paycom 900 City of Grapevine 700 Baylor Medical 660 Great Wolf Lodge 600 Hyatt Regency DFW 500 Texas Toyota Grapevine 350 American Warranty Service 340 City of Dallas (2023) Approximately 32 miles from the City Employer Employees UT Southwestern Medical Ctr. 23,817 Dallas ISD 23,271 City of Dallas 16,000 Southwest Airlines Co. 14,618 Parkland Health & Hosp Sys 13,000 Medical City Dallas 10,974 Dallas County Comm College 8,230 Texas Instruments Inc. 7,722 Dallas County 6,500 Methodist Dallas Medical Center 6,452 THIS PAGE IS LEFT BLANK INTENTIONALLY. APPENDIX B FORM OF INDENTURE THIS PAGE IS LEFT BLANK INTENTIONALLY. APPENDIX C FORM OF SERVICE AND ASSESSMENT PLAN THIS PAGE IS LEFT BLANK INTENTIONALLY. APPENDIX D FORM OF OPINION OF BOND COUNSEL THIS PAGE IS LEFT BLANK INTENTIONALLY. APPENDIX E-1 FORM OF DISCLOSURE AGREEMENT OF ISSUER THIS PAGE IS LEFT BLANK INTENTIONALLY. APPENDIX E-2 FORM OF DISCLOSURE AGREEMENT OF DEVELOPER THIS PAGE IS LEFT BLANK INTENTIONALLY. APPENDIX F DEVELOPMENT AGREEMENT THIS PAGE IS LEFT BLANK INTENTIONALLY. APPENDIX G FORM OF CFA AGREEMENT THIS PAGE IS LEFT BLANK INTENTIONALLY. APPENDIX H APPRAISAL THIS PAGE IS LEFT BLANK INTENTIONALLY. Item No. 6.g. City Council Agenda Staff Report Meeting Date: 6/25/2024 Staff Contact: Bernie Parker AGENDA ITEM: Approve a Resolution approving the Anna Community Development Corporation’s amendment to its 2023-2024 Fiscal Year Budget. (Director of Economic Development Bernie Parker) SUMMARY: On June 20th, CDC considered a resolution to amend the Community Development budget to support land acquisition in the downtown area. FINANCIAL IMPACT: Amend the FY2024 Community Development Corporation budget as outlined in Exhibit A. BACKGROUND: In 2022, the City Council and CDC-EDC Board held a joint workshop, and identified property acquisition in downtown as a priority. STRATEGIC CONNECTIONS: This item supports the City of Anna Strategic Plan, specifically advancing the strategic outcome area: Excellent. ATTACHMENTS: 1. Council CDC Budget Resolution June 25 CDC Budget Amendment Exhibita CITY OF ANNA, TEXAS RESOLUTION NO. _________ A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ANNA, TEXAS APPROVING AN AMENDMENT TO THE FISCAL YEAR 2023-24 BUDGET FOR THE ANNA COMMUNITY DEVELOPMENT CORPORATION WHEREAS, the City of Anna, Texas is a home-rule municipality; and WHEREAS, the Anna Community Development Corporation (the “CDC”) is a Type B development corporation operating under Tex. Local Gov’t Code Chapter 505; and WHEREAS, the CDC Board of Directors approved the CDC Fiscal Year 2023-24 Budget effective October 1, 2023; and WHEREAS, on June 20, 2024, the CDC Board of Directors held a special meeting and approved an amendment to said CDC Fiscal Year 2023-24 and said amendment was submitted to the City Council of the City of Anna (the “City Council”) for approval; and WHEREAS, after review and consideration of said budget amendment, the City Council finds that said budget amendment should be approved; NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ANNA, TEXAS, THAT: Recitals Incorporated The recitals set forth above are incorporated herein for all purposes as if set forth in full. Approval of Amendment of the Anna Community Development Corporation Fiscal Year 2023-24 Budget The City Council hereby approves the amendment to the Anna Community Development Corporation 2023-24 fiscal year budget as set forth in Exhibit A, attached hereto and incorporated herein for all purposes as if set forth in full. ADOPTED AND APPROVED on this 25th day of June 2024. ATTEST: APPROVED: _____________________________ ___________________________ Carrie L. Land, City Secretary Pete Cain, Mayor EXHIBIT A Community Development Corporation Expense: Account No. Project No. Budget Change Revised Budget 890-825-67053 FF-2023-02 2,000,000$ (2,000,000)$ -$ 890-825-69310 350,000$ 2,700,000$ 3,050,000$ Justification: CITY OF ANNA DETAIL OF RECOMMENDED FY2023-24 BUDGET AMENDMENT Project Name Municipal Complex Plaza In 2022, the City Council and CDC-EDC Board held a joint workshop, and identified property acquisition in downtown as a priority. To carry out that goal, the CDC has identified two properties at the northeast corner of White Street and Powell Pkwy for acquisition. Land Acquisition EXHIBIT A Actual Budget Adopted Budget Revised Budget 2021-22 2022-23 2023-24 2023-24 BEGINNING BALANCES 1,791,879$ 1,613,338$ 7,691,277$ 6,638,149$ REVENUES: Property Taxes -$ -$ -$ -$ Sales Tax 2,308,746 2,460,000 2,460,000 2,460,000 Charges for Services - - - - Permits, Licenses and Fees - - - - Franchise and Local Taxes - - - - Investment Income - - - - Other Revenues - - - - Intergovernmental 14,953 5,000 15,000 15,000 Fines 5,615,808 - - - TOTAL OPERATIONAL REVENUE 7,939,507$ 2,465,000$ 2,475,000$ 2,475,000$ Transfers from other funds - - - - TOTAL REVENUES 7,939,507$ 2,465,000$ 2,475,000$ 2,475,000$ TOTAL AVAILABLE RESOURCES 9,731,386$ 4,078,338$ 10,166,277$ 9,113,149$ EXPENDITURES: Payroll 393,067$ 468,189$ 462,634$ 462,634$ Supplies 12,393 13,100 16,100 16,100 Maintenance - - - - Services 890,769 2,286,889 4,289,665 2,289,665 Debt Service 256,837 193,865 203,006 497,024 Capital Outlay - - - - Capital Improvement - - 350,000 3,050,000 TOTAL OPERATIONAL EXPENDITURES 1,553,066$ 2,962,043$ 5,321,405$ 6,315,423$ Transfers to other funds - - - - TOTAL EXPENDITURES 1,553,066$ 2,962,043$ 5,321,405$ 6,315,423$ ENDING FUND BALANCES 8,178,320$ 1,116,295$ 4,844,872$ 2,797,726$ CITY OF ANNA COMMUNITY DEVELOPMENT CORPORATION Item No. 7.a. City Council Agenda Staff Report Meeting Date: 6/25/2024 Staff Contact: Lauren Mecke AGENDA ITEM: Conduct a Public Hearing/Consider/Discuss/Action on an Ordinance to rezone 0.22± acres located at the southwest corner of W. 4th Street & S. Powell Parkway from Commercial (C-1) District within the Thoroughfare (THOR) Overlay District to Downtown Core (DT/CE). (Planning Manager Lauren Mecke) SUMMARY: REMARKS: The applicant is requesting to rezone the property to Downtown (DT) District zoning. The intent of the Downtown (DT) District is to: 1. Implement the Anna 2050 Downtown Master Plan adopted by City Council; 2. Facilitate pedestrian-oriented, mixed-use, urban infill development providing shopping, employment, housing, and business and personal services; 3. Promote an efficient, compact, and walkable development pattern; 4. Encourage pedestrian activity while reducing reliance on automobiles; and 5. Allow developers flexibility in land use and site design. Surrounding Land Use and Zoning North Across W. 4th St, restaurant zoned PD (Ord. No. 313-2007) East Single-family detached dwelling zoned C-1 South Vacant zoned C-1 West Across S. Powell Pkwy, Brew Pub and Personal Service Shop zoned C-1 Future Land Use Plan The subject property is situated within the Downtown Core District. In the Anna 2050 Downtown Master Plan, the property is identified as a Retail Center area. • Retail Center areas - Future land use decisions should complement the Retail Center and reinforce the multimodal atmosphere that accommodates a wide array of Downtown activity. SUMMARY: The applicant is proposing to rezone the property to the Downtown – Core (DT/CE) District to allow for future development which is in line with the Anna 2050 Downtown Master Plan for the Downtown Core District. The request is in conformance with the Anna 2050 Future Land Use Plan. FINANCIAL IMPACT: This item has no financial impact. BACKGROUND: At the June 3, 2024, Planning & Zoning Commission meeting, the recommendation of the zoning request was for approval by a vote of 6-0. STRATEGIC CONNECTIONS: This item supports the City of Anna Strategic Plan, specifically advancing the strategic outcome area: Unique. ATTACHMENTS: 1. A.L. Geer Addition, Block A, Lot 1R Zoning Locator Map 2. Ordinance - Geer DT Zoning 3. EXHIBIT 1 4. Exhibit 2 (RP) AL Geer Addition N JAMES STN POWELL PKWYNINTERURBANSTN RIGGINS STN SHERLEY AVEE SECOND ST E THIRD ST E FOURTH ST E FIFTH ST E SIXTH STS RIGGINS STW FIFTH ST W FOURTH S T W THIRD ST S JAMES STW SECOND ST S POWELL PKWYHARPERSTS INTERURBAN STS SHERLEY AVECopyright nearmap 2015 Subject Property 200' Notice Boundary City Limits ETJ ¯ 0 200 400100 Feet May 2024 H:\Notification Maps\Notification Maps\ Zoning - A.L. Geer Addition, Block A, Lot 1R 1 CITY OF ANNA, TEXAS (Property rezoned under this ordinance is located at the southwest corner of W. Fourth Street and S. Powell Parkway (S.H 5)) ORDINANCE NO. ________________ AN ORDINANCE OF THE CITY OF ANNA, TEXAS AMENDING THE CITY’S COMPREHENSIVE PLAN, ZONING MAP, AND ZONING ORDINANCE AND CHANGING THE ZONING OF CERTAIN PROPERTY AS DESCRIBED HEREIN; PROVIDING FOR SAVINGS, REPEALING AND SEVERABILITY CLAUSES; PROVIDING FOR AN EFFECTIVE DATE; PROVIDING FOR A PENALTY CLAUSE NOT TO EXCEED $2,000 OR THE HIGHEST PENALTY AMOUNT ALLOWED BY LAW, WHICHEVER IS LESS; AND, PROVIDING FOR THE PUBLICATION OF THE CAPTION HEREOF. WHEREAS, the City of Anna, Texas (“City”) has previously adopted ordinances, rules and regulations governing the zoning in the City; and WHEREAS, the City has received a requested zoning change on Property described in Exhibit 1 (Legal Description) and depicted in Exhibit 2 (Zoning Exhibit) (“Property”) attached hereto and incorporated herein for all purposes as if set forth in full; and WHEREAS, said Property located on the southwest corner of W. Fourth Street and S. Powell Parkway (S.H 5) being rezoned from Local Commercial (C-1) District to Downtown – Core (DT/CE) District zoning; and WHEREAS, the Planning and Zoning Commission of the City and the City Council of the City of Anna (“City Council”) have given the requisite notices by publication and otherwise and have held the public hearings as required by law and afforded a full and fair hearing to all property owners and generally to all persons interested in and situated in the affected area and in the vicinity thereof, the City Council has concluded that the Zoning Ordinance of the City should be amended as set forth below. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF ANNA, TEXAS THAT: Section 1.Recitals Incorporated The above recitals are incorporated herein by reference for all purposes. Section 2.Zoning Change The Anna City Code of Ordinances are hereby amended by changing the zoning of the Property described in Exhibit 1 (Legal Description) and depicted in Exhibit 2 (Zoning Exhibit) from Local Commercial (C-1) District to Downtown – Core (DT/CE) District zoning. 2 Section 3.Official Zoning Map The official Zoning Map of the City shall be corrected to reflect the change in zoning described herein. Section 4.Savings, Repealing and Severability Clauses It is hereby declared to be the intention of the City Council that the words, sentences, paragraphs, subdivisions, clauses, phrases, and provisions of this ordinance are severable and, if any phrase, sentence, paragraph, subdivision, clause, or provision of this ordinance shall be declared unconstitutional or otherwise invalid or inapplicable by the valid judgment or decree of any court of competent jurisdiction, such unconstitutionality, invalidity or inapplicability shall not affect any of the remaining words, sentences, paragraphs, subdivisions, clauses, phrases, or provisions of this ordinance, since the same would have been enacted by the City Council without the incorporation in this ordinance of any such unconstitutional, invalid or inapplicable words, sentences, paragraphs, subdivisions, clauses, phrases, or provisions. Further, all ordinances or parts of ordinances in force when the provisions of this ordinance become effective that are consistent and do not conflict with the terms and provisions of this ordinance are hereby ratified to the extent of such consistency and lack of conflict, and all ordinances or parts of ordinances in force when the provisions of this ordinance become effective that are inconsistent or in conflict with the terms and provisions contained in this ordinance are hereby repealed only to the extent of any such conflict. Section 5.Penalty Any violation of any of the terms of this ordinance, whether denominated in this ordinance as unlawful or not, shall be deemed a misdemeanor. Any person convicted of any such violation shall be fined in an amount not to exceed $2,000 for each incidence of violation. Each day a violation exists is considered a separate offense and will be punished separately. Section 6.Publication of the Caption and Effective Date This ordinance shall be effective upon its passage by the City Council, approval by the Mayor, and posting and/or publication, if required by law, of its caption. The City Secretary is hereby authorized and directed to implement such posting and/or publication. PASSED by the City Council of the City of Anna, Texas this 25th day of June, 2024. ATTESTED: APPROVED: ________________________________ _________________________ Carrie L. Land, City Secretary Pete Cain, Mayor EXHIBIT 1 (LEGAL DESCRIPTION) A.L. Geer Addition, Block A, Lot 1R APPROVEDJUNE 3, 2024P&Z COMMISSIONCITY OF ANNAEXHIBIT A2 Item No. 7.b. City Council Agenda Staff Report Meeting Date: 6/25/2024 Staff Contact: Lauren Mecke AGENDA ITEM: Conduct a Public Hearing/Consider/Discuss/Action on an Ordinance to rezone 28± acres from SF-E Single Family Residential- Large Lot to Regional Commercial (C-2), located at the southeast corner of Rosamond Parkway and U.S. Highway 75. (Planning Manager Lauren Mecke) SUMMARY: REMARKS: 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. Surrounding Land Uses and Zoning North Vacant land zoned Planned Development (Liberty Hills) East Vacant land zoned Planned Development (Ord. No. 881-2020; Woods at Lindsey Place), Communications Tower and vacant land located in the ETJ, vacant land zoned Planned Development (Ord. No. 839-2019; Meadow Vista) South Vacant land zoned Planned Development (Ord. No. 506-2010) and Agricultural West Across U.S. Highway 75, vacant land zoned Regional Commercial (C-2) and Planned Development (Ord. No. 860-2020)   Conformance with the Anna 2050 Comprehensive Plan The Anna 2050 Future Land Use Plan identifies this area as Regional Activity Center place type. The proposed zoning district does conform to the Regional Activity Center place type. SUMMARY: Request to rezone 28± acres from SF-E Single Family Residential- Large Lot to Regional Commercial (C-2). Located at the southeast corner of Rosamond Parkway and U.S. Highway 75. The request for is in conformance with the Future Land Use Plan within the Anna 2050 Comprehensive Plan. FINANCIAL IMPACT: This item has no financial impact. BACKGROUND: At the June 3, 2024, Planning & Zoning Commission meeting, the recommendation of the zoning request was for approval by a vote of 6-0. STRATEGIC CONNECTIONS: This item supports the City of Anna Strategic Plan, specifically advancing the strategic outcome area: Unique. ATTACHMENTS: 1. Rosamond Crossing Zoning Locator Map 2. Ordinance (Zoning) Rosamond Crossing 3. Exhibit 1 (Legal Description) Rosamond Crossing 4. Exhibit 2 (ZE) Rosamond Crossing EUGENE ST URBAN WAY SABLE TRACE LN W ROSAMOND PKWY E COUNTY ROAD 370HARL O W BLVDN BUDDY HAYES BLVDSTINNET ST NCENTRALEXPYHAMPTON ST US HIGHWAY 75W COUNTY ROAD 370 Copyright nearmap 2015 Subject Property 200' Notice Boundary City Limits ETJ ¯ 0 400 800200 Feet April 2024 H:\Notification Maps\Notification Maps\ Zoning - Rosamond Crossing Page 1 of 2 CITY OF ANNA, TEXAS (Property rezoned under this ordinance is located at the southeast corner of Rosamond Parkway and U.S. Highway 75) ORDINANCE NO. ________________ AN ORDINANCE OF THE CITY OF ANNA, TEXAS AMENDING THE CITY’S COMPREHENSIVE PLAN, ZONING MAP, AND ZONING ORDINANCE AND CHANGING THE ZONING OF CERTAIN PROPERTY AS DESCRIBED HEREIN; PROVIDING FOR SAVINGS, REPEALING AND SEVERABILITY CLAUSES; PROVIDING FOR AN EFFECTIVE DATE; PROVIDING FOR A PENALTY CLAUSE NOT TO EXCEED $2,000 OR THE HIGHEST PENALTY AMOUNT ALLOWED BY LAW, WHICHEVER IS LESS; AND, PROVIDING FOR THE PUBLICATION OF THE CAPTION HEREOF. WHEREAS, the City of Anna, Texas (“City”) has previously adopted ordinances, rules and regulations governing the zoning in the City; and WHEREAS, the City has received a requested zoning change on Property described in Exhibit 1 and illustrated in Exhibit 2 (“Property”) attached hereto and incorporated herein for all purposes as if set forth in full; and WHEREAS, said Property located at the southeast corner of Rosamond Parkway and U.S. Highway 75 being rezoned from SF-E Single-Family Residential - Large Lot to Regional Commercial (C-2); and WHEREAS, the Planning and Zoning Commission of the City and the City Council of the City of Anna (“City Council”) have given the requisite notices by publication and otherwise and have held the public hearings as required by law and afforded a full and fair hearing to all property owners and generally to all persons interested in and situated in the affected area and in the vicinity thereof, the City Council has concluded that the Zoning Ordinance of the City should be amended as set forth below. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF ANNA, TEXAS THAT: Section 1.Recitals Incorporated The above recitals are incorporated herein by reference for all purposes. Section 2.Zoning Change The Anna City Code of Ordinances are hereby amended by changing the zoning of the Property from SF-E Single-Family Residential - Large Lot to Regional Commercial (C-2) District zoning, as described in the Legal Description and depicted in the Zoning Exhibit on the attached as Exhibit 1 and Exhibit 2. Page 2 of 2 Section 3.Official Zoning Map The official Zoning Map of the City shall be corrected to reflect the change in zoning described herein. Section 4.Savings, Repealing and Severability Clauses It is hereby declared to be the intention of the City Council that the words, sentences, paragraphs, subdivisions, clauses, phrases, and provisions of this ordinance are severable and, if any phrase, sentence, paragraph, subdivision, clause, or provision of this ordinance shall be declared unconstitutional or otherwise invalid or inapplicable by the valid judgment or decree of any court of competent jurisdiction, such unconstitutionality, invalidity or inapplicability shall not affect any of the remaining words, sentences, paragraphs, subdivisions, clauses, phrases, or provisions of this ordinance, since the same would have been enacted by the City Council without the incorporation in this ordinance of any such unconstitutional, invalid or inapplicable words, sentences, paragraphs, subdivisions, clauses, phrases, or provisions. Further, all ordinances or parts of ordinances in force when the provisions of this ordinance become effective that are consistent and do not conflict with the terms and provisions of this ordinance are hereby ratified to the extent of such consistency and lack of conflict, and all ordinances or parts of ordinances in force when the provisions of this ordinance become effective that are inconsistent or in conflict with the terms and provisions contained in this ordinance are hereby repealed only to the extent of any such conflict. Section 5.Penalty Any violation of any of the terms of this ordinance, whether denominated in this ordinance as unlawful or not, shall be deemed a misdemeanor. Any person convicted of any such violation shall be fined in an amount not to exceed $2,000 for each incidence of violation. Each day a violation exists is considered a separate offense and will be punished separately. Section 6.Publication of the Caption and Effective Date This ordinance shall be effective upon its passage by the City Council, approval by the Mayor, and posting and/or publication, if required by law, of its caption. The City Secretary is hereby authorized and directed to implement such posting and/or publication. PASSED by the City Council of the City of Anna, Texas this 25th day of June, 2024. ATTESTED: APPROVED: ________________________________ _________________________ Carrie L. Land, City Secretary Pete Cain, Mayor Exhibit 1 BEING a tract of land situated in the John Elliott Survey, Abstract No. 296, City of Anna, Collin County, Texas, and being a portion of a called 17.863-acre tract of land, described in a Special Warranty Deed to Anna 18, LLC, as recorded in Instrument No. 20161020001423440 and a portion of a called 38.15-acre tract of land, described in a Special Warranty Deed to MJLA Adams, Ltd., as recorded in Instrument No. 20110505000452590, both of the Official Public Records of Collin County, Texas, and being more particularly described as follows: BEGINNING at a 1/2-inch iron rod found for the northeast corner of said 17.863-acre tract and the southeast corner of a called 74.451-acre tract of land, described in a Special Warranty Deed to Liberty 75, LP, as recorded in Instrument No. 2024000024415 of the Official Public Records of Collin County, Texas, same also being on the westerly line of a called 275-acre tract of land, described in a deed to DR Horton-Texas, Ltd., as recorded in Instrument No. 20210212000310470 of the Official Public Records of Collin County, Texas; THENCE South 01°03'26" East, along the easterly line of said 17.863-acre tract and the westerly line of said 275-acre tract, a distance of 272.50 feet to a PK nail found in an asphalt road, known as County Road 370, an apparent public use right of way, no record found, for the southwest corner of said 275-acre tract, same being the northwest corner of a called 64.50-acre tract of land, described in a deed to QJR Partnership, Ltd., as recorded in Volume 5106, Page 2380 of the Official Public Records of Collin County, Texas; THENCE South 01°08'29" East, continuing along the easterly line of said 17.863-acre tract, the westerly line of said 64.50-acre tract and along said County Road 370, a distance of 433.10 feet to a PK Nail found for the southeast corner of said 17.863-acre tract and the northeast corner of aforesaid 38.15-acre tract, same being a northwest corner of a called 61.905-acre tract of land, described in a deed to Bloomfield Homes, LP, as recorded in Instrument No. 20211220002555410 of the Official Public Records of Collin County, Texas; THENCE South 01°37'57" East, along the easterly line of said 38.15-acre tract, the westerly line of said 61.905-acre tract and along said County Road 370 for part of the way, a distance of 501.53 feet to a 1/2-inch iron rod with an illegible red plastic cap found for the easterly, southeast corner of said 38.15-acre tract; THENCE North 89°55'38" West, departing the westerly line of said 61.905-acre tract and along a southerly line of said 38.15-acre tract, a distance of 599.34 feet to a point for corner; THENCE North 00°16'44" East, departing said southerly line, crossing said 38.15-acre tract, a distance of 169.72 feet to a point for corner; THENCE South 89°07'26" West, continuing across said 38.15-acre tract, a distance of 731.23 feet to a point for corner on the easterly right of way line of U. S. Highway 75, described in a called 1.790-acre tract of land, in a deed to the State of Texas, as recorded in Instrument No. 20150213000160620 of the Official Public Records of Collin County, Texas; THENCE in a northerly direction, along the easterly right of way line of U. S. Highway 75 as described in said 1.790-acre tract, the following: North 15°52'21" East, a distance of 35.52 feet to a brass disk TXDOT right of way monument found for corner; North 00°52'01" East, a distance of 112.89 feet to a brass disk TXDOT right of way monument found for corner; North 19°25'33" East, passing the northeast corner of said 1.790-acre tract and the southeast corner of a called 2.881-acre tract of land, described in a deed to the State of Texas, as recorded in Instrument No. 20161021001426700 of the Official Public Records of Collin County, Texas, continuing along the easterly right of way line of said U. S. Highway 75, a total distance of 561.90 feet to a brass disk TXDOT right of way monument found for corner; THENCE in a northerly direction, continuing along the easterly right of way line of U. S. Highway 75 as described in said 2.881-acre tract, the following: North 07°36'56" East, a distance of 225.00 feet to a brass disk TXDOT right of way monument found for corner; North 44°48'43" East, a distance of 81.08 feet to a brass disk TXDOT right of way monument found for corner; North 83°43'06" East, a distance of 209.31 feet to a PK Nail found on the east side of a brass disk TXDOT right of way monument for corner; North 00°34'15" West, a distance of 19.96 feet to a 1/2-inch iron rod with an eligible red plastic cap found for the southwest corner of a called 0.076-acre tract of land, described in a deed to the City of Anna, Texas, as recorded in Instrument No. 2023000066100 of the Official Public Records of Collin County, Texas, and being the beginning of a non- tangent curve to the left with a radius of 1,260.00 feet, a central angle of 01°33'01", and a chord bearing and distance of North 77°12'56" East, 34.09 feet; THENCE in an easterly direction, departing the easterly right of way line of said U. S. Highway 75, along the southerly line of said 0.076-acre tract, with said non-tangent curve to the left, an arc distance of 34.09 feet to a point for beginning of a reverse curve to the right with a radius of 1,140.00 feet, a central angle of 11°44'31", and a chord bearing and distance of North 82°18'42" East, 233.22 feet; THENCE in an easterly direction, continuing along the southerly line of said 0.076-acre tract, with said reverse curve to the right, an arc distance of 233.63 feet the northeasterly corner of said 0.076-acre tract, same being on the northerly line of aforesaid 17.863-acre tract and the southerly line of aforesaid 74.451-acre tract; THENCE North 89°07'00" East, along the northerly line of aforesaid 17.863-acre tract and the southerly line of aforesaid 74.451-acre tract, a distance of 544.30 feet to the POINT OF BEGINNING and containing 29.747 acres (1,295,755 square feet) of land, more or less. CALLED 1.790 ACRES STATE OF TEXAS INST. NO. 20150213000160620 O.P.R.C.C.T. ZONING: SF-E CALLED 38.15 ACRES MJLA ADAMS, LTD. INST. NO. 20110505000462590 O.P.R.C.C.T. ZONING: SF-E CALLED 51.195 ACRES TWO-J PARTNERS, LLLP INST. NO. 20080509000562500 O.P.R.C.C.T. ZONING: PD (506-2010) CALLED 61.905 ACRES BLOOMFIELD HOMES, LP INST. NO. 20211220002555410 O.P.R.C.C.T. ZONING: PD (ORD. NO. 839-2019) REMAINING PORTION OF A CALLED 64.50 ACRES QJR PARTNERSHIP, LTD. VOL. 5106, PG. 2380 O.P.R.C.C.T. ZONING: ETJ CALLED 275 ACRE DR HORTON - TEXAS, LTD., INST. NO. 20210212000310470 O.P.R.C.C.T. ZONING: PD (ORD. NO. 881-2020) ROSAMOND PARKWAY CALLED 0.076 ACRE CITY OF ANNA, TEXAS INST. NO. 2023000066100 O.P.R.C.C.T. ZONING: SF-E CALLED 17.863 ACRES ANNA 18, LLC INST. NO. 20161020001423440 O.P.R.C.C.T. ZONING: SF-E CALLED 2.881 STATE OF TEXAS INST. NO. 20161021001426700 O.P.R.C.C.T. ZONING: SF-E CALLED 9.306 STATE OF TEXAS INST. NO. 20170920001260330 O.P.R.C.C.T. ZONING: SF-E CALLED 74.451 ACRES LIBERTY 75, LP INST. NO. 2024000024415 O.P.R.C.C.T. ZONING: PD CALLED 38.15 ACRES MJLA ADAMS, LTD. INST. NO. 20110505000462590 O.P.R.C.C.T. ZONING: SF-EU.S.HWY 75∆=11°35'46" R=1140.00' L=230.72' CB=S82°14'19"W C=230.33' S77°12'56"W 34.09' S0°34'15"E 19.96' S83°43'06"W 209.31' S44°48'43"W 81.08'S7°36'56"W225.00'S19°25'31"W375.37'S19°25'31"W186.53'S0°52'01"W 112.89' S15°52'21"W 35.52' N89°07'26"E 731.23'S0°16'44"W169.72'S89°55'38"E 599.41'N1°38'26"W501.53'N1°06'32"W433.10'N1°06'32"W272.57'S89°06'14"W 547.20' JOHN ELLIOTT SURVEY, ABSTRACT NO. 296 W. S. RATTAN SURVEY, ABSTRACT NO. 752 DEED LINE 120' ROWThis document, together with the concepts and designs presented herein, as an instrument of service, is intended only for the specific purpose and client for which it was prepared. Reuse of and improper reliance on this document without written authorization and adaptation by Kimley-Horn and Associates, Inc. shall be without liability to Kimley-Horn and Associates, Inc.BYDATEAS SHOWNREVISIONSNo.DATESHEET NUMBER CHECKED BYSCALEDESIGNED BYDRAWN BYKHA PROJECT2600 N. CENTRAL EXPRESSWAY, RICHARDSON, TX 75080PHONE: (972) 770-1330 WWW.KIMLEY-HORN.COM TX F-928RPSRPS RCLLAST SAVED5/28/2024 10:58 AMPLOTTED BYPOTTS, GRIFFIN 5/28/2024 10:58 AMDWG PATHK:\RCH_CIVIL\063006061 - SEITZ ANNA SEC\CAD\PLANSHEETS\ZONING EXHIBITDWG NAMEZONING EXHIBIT.DWG , [ 24 x 36 ]IMAGESXREFS xBrdr-SEC : xBndy : xSite-SEC063006061ANNA RETAIL TRACTCITY OF ANNACOLLIN COUNTY, TEXAS© 2024 KIMLEY-HORN AND ASSOCIATES, INC.MAY 2024VICINITY MAP N.T.SU.S.75ROSAMOND PARKWAY E. COUNTY RD. 370 W. COUNTY RD. 370 STANDBRIDGEBLVDBUDDY HAYS BLVD.HACKBERRY DR. EX-1ZONING EXHIBITNORTH 0 GRAPHIC SCALE IN FEET 100 50 100 200 PREPARATION DATE: MAY 09, 2024 ±29.7465 ACRES CITY OF ANNA, COLLIN COUNTY, TEXAS JOHN ELLIOT SURVEY, ABST. NO. 296, COLLIN COUNTY ZONING EXHIBIT ROSAMOND CROSSING BLOCK A, LOT 1 SCALE: 1" = 100' EXHIBIT A2 Item No. 7.c. City Council Agenda Staff Report Meeting Date: 6/25/2024 Staff Contact: Lauren Mecke AGENDA ITEM: Conduct a Public Hearing/Consider/Discuss/Action on an Ordinance for a request to rezone 59.1± acres from Single-Family Residential – Large Lot (SF-E) to Planned Development for multi-family, single-family, commercial, and industrial development. Located on the northwest and southwest corner of County Road 423 and Powell Parkway. (Planning Manager Lauren Mecke) SUMMARY: 312 multi-family dwellings with Mixed-Use (MU) District on Tract 1-A, Mixed Density (MD) District on Tract 1-B & Tract 2-A, Regional Commercial (C-2) District on Tract 2-B, and Light Industrial (I-1) District on Tract 3-A. REMARKS: A Planned Development (PD) is intended to provide for combining and mixing of uses allowed in various districts with appropriate regulations and to permit flexibility in the use and design of land and buildings in situations where modification of specific provisions of this article is not contrary to its intent and purpose or significantly inconsistent with the planning on which it is based and will not be harmful to the community. A PD district may be used to permit new and innovative concepts in land utilization. While great flexibility is given to provide special restrictions, which will allow development not otherwise permitted, procedures are established herein to insure against misuse of the increased flexibility. The subject property is currently undeveloped. The Zoning Exhibit (Exhibit 2) illustrates the zoning districts. A concept plan, Powell Corners, accompanies this request as Exhibit 3. Surrounding Land Uses and Zoning North Single-Family dwelling partially zoned SF-E and partially located in the ETJ and vacant lot zoned SF-E East Across DART railroad, multi-family dwellings zoned Planned Development [Anna Town Square] South Single-Family dwellings and vacant land zoned SF-E West Single-Family dwellings located in the ETJ Conformance with the Anna2050 Comprehensive Plan Future Land Use Plan The Future Land Use Plan designates this property as Cluster Residential, Parks and Open Space, and Community Commercial. The Place Type descriptions from the Comprehensive Plan follows this page. The C-2 & MD zoning districts are in conformance with the Future Land Use Plan. The MF zoning district is not in conformance with the Future Land Use Plan. Although I-1 zoning is not in conformance with the Future Land Use Plan, allowing for the mix of uses to flex between I-1 and C-2 would bring it into conformance. Proposed Stipulations • Exempting the properties from the Thoroughfare Overlay (THOR) District requirements. o Sec. 9.04.025 requires lots to be a minimum one acre each with a 50-foot front yard building setback. ▪ The regulation of this overlay district shall apply to new development and redevelopment located within the greater of a geographic buffer extending outward 500 feet perpendicularly from the right-of-way, or to the back of abutting adjacent lots, for those portions of the following scheduled thoroughfares located within the City limits: (1) U.S. Highway 75;(2) White Street (FM 455);(3) Powell Parkway (SH 5);(4) Sam Rayburn Memorial Highway (SH 121); and(5) Collin County Outer Loop. • Amending zoning regulations pertaining to multi-family dwellings o Reducing residential separation requirements ▪ Regulation: Sec. 9.04.041 (h) Stepback Regulations: • (1) Stepback regulations apply to all new building construction and all additions with multiple stories and a height greater than 35 feet located adjacent to residential zoning districts and existing single-family uses but do not apply when an improved public street or railroad right-of-way separates the new building construction from the existing residential zoning district or single-family residential use. (2) A 25-foot stepback applies for each additional story after the second story exceeding 35 feet in height (See Figure 7: Stepback Exhibit). Proposed: minimum setback adjacent to residential uses 50 feet • Decreasing building height o Regulation: 70 feet o Proposed: 50 feet/three (3) stories • Decreasing maximum density o Regulation: 25 dwelling units per acre o Proposed: 18 dwelling units per acre • Providing stricter requirements on the Multi-Family Amenities o Private Community Center ▪ The proposed location shall be in general conformance with the approved Concept Plan and shall include; bathroom facilities, a leasing office, community room with food preparation area, fitness center, a pool, tanning deck, outdoor grill and lounge area. o Fire Pit ▪ The fire pit area shall include hardscape and seating provisions. o Pet Park ▪ The Pet park shall include (2) waste receptacles, agility equipment, covered seating area, pet fountain, and adjacent pet wash station. The Pet Park shall be enclosed with a decorative, tubular metal fence. o Sports Court ▪ The sports court can be one of the following: Badminton, Basketball, Pickleball, Tennis, or two beach Volleyball courts.If a Pickleball, tennis, or badminton court is constructed, it shall be a coated asphalt regulation size court with permanent net fixture. o Nature Trail ▪ The trail shall be designed to a specification and finish intended to minimize impact to the surrounding undeveloped area, while allowing residents to enjoy the undisturbed natural features of the property. Final layout and finish specifications shall be approved by the Director of Development services prior to Site Plan approval. o Private outdoor space ▪ A minimum of 90% of multiple family units shall be provided with a private balcony or patio with a minimum depth of 6’ from the unit door and minimum usable sfquare feet of 70 square feet. Amending MD zoning regulations o Lot size ▪ Regulation: 4,500 square feet (for single-family detached) ▪ Proposed: 3,000 square feet o Common area lot tree requirement ▪ Regulation: Canopy trees, as specified on the approved plant list, shall account for at least 50% of the required total trees on a site. ▪ Proposed: Sec 9.04.045 (f)(1)(B) shall allow the Director of Planning, at their sole discretion, to approve a reduction in the requirement the percentage of the total trees on site be Canopy Trees from 50% to 30% with the presentation of landscape plan. o Alternate trees in the front yard ▪ Regulation: At least one of the trees must be placed in the front yard of the lot. ▪ Proposed: Sec 9.04.045 (f)(4)(B)(ii) shall allow the Director of Planning, at their sole discretion, to approve allowing one tree be planted every other lot so long as the total number of trees on site remain the same. A landscape plan must be submitted for review and approval. • Amenities o Proposed: ▪ A pier or overlook at the pond shall qualify as a required amenity under sec. 9.04.042(e)(B). ▪ No more than one (1) amenity shall be required as part of the Mixed Density Residential district as long as the density remains under 100 units. Otherwise, anything over 100 units will follow the table located under sec. 9.04.042(e)(A). o Exempting the MD district from the 1,200-foot setback requirement from a highway. ▪ Sec. 9.04.017 prohibits the MD district within 1,200 feet of a designated Master Thoroughfare Plan highway. • Tract 3-A o Flexibility between the C-2 and I-1 land uses and regulations. ▪ Given the adjacency to the railroad tracts and the odd shape of the property, giving greater flexibility is in the best interest of the city. o Allowing outdoor storage to exceed the screening wall height.Regulation: Outdoor Storage shall not be placed ▪ (i) Within any required setbacks, ▪ (ii) Within parking spaces, fire lanes, easements, maneuvering aisles, or loading areas, ▪ (iii) On the roof of any structure, ▪ (iv) To exceed the required screening height ▪ (v) At the front of any primary building. ▪ Proposed: May exceed the height of screening but shall be set back from the adjacent right-of-way a minimum of 50 feet. • Increasing the percentage of the lot for outdoor storage. o Regulation: limited to 5% of the total lot area or 20% of the primary building’s gross floor area, whichever is more restrictive. o Proposed: 20% of the total lot area • Applying Tree Preservation credits across the Planned Development o The applicants are requesting language be included for tree preservation credits to be applied across the development. This is common practice for large, multi-phased Planned Developments. SUMMARY: Request to rezone 59.1± acres from Single-Family Residential – Large Lot (SF-E) to Planned Development for multi-family, single-family, commercial, and industrial development. Located on the northwest and southwest corner of County Road 423 and Powell Parkway. The request contains elements that are in conformance with the Anna 2050 Comprehensive Plan but does include multi-family zoning which is not in conformity with the Future Land Use Plan. FINANCIAL IMPACT: This item has no financial impact. BACKGROUND: At the May 6, 2024, Planning & Zoning Commission meeting, the recommendation of the zoning request was for approval with the condition that the Multi-Family (MF) Zoning District be zoned Mixed-Use (MU) Zoning District by a vote of 5-0-1. STRATEGIC CONNECTIONS: This item supports the City of Anna Strategic Plan, specifically advancing the strategic outcome area: Unique. ATTACHMENTS: 1. Powell Corners Zoning Locator Map 2. Ordinance (Zoning) Powell Corners 3. Exhibit 1 (Legal Description) Powell Corners 4. Exhibit 2 (ZE) Powell Corners with amendments 5. Exhibit 3 (CP) Powell Corners with amendments 6. 24_06-17_Morphic_PPT_presentation_Hayslett 7. Responses CC 8. PZ - STAFF REPORT (Zoning) Powell Corners SOFI ALNJE S S I C A LY N N L N LILIA NALN COUNTYROAD1036 ELENADRS POWELL PKWYNELSONSTREDFOXRDSHERWOODDRMASTON DRINDIANOLA TRL NOBLE FIR DRSANDALWOODLNSHARP ST W A R N E R D R ALLYSSASTSLATERCREEKRDBROCK DRSTONERIDGEDR ELIJAH DR CHERRY BLOSSOM STNAOMILN JACQUELYNEDRGRAHAMRDABIGAIL LNMATHEW DR ROCKETBENDDRSTRAWBERRYHILLLNHAV E N D R AZALEASRUNDRCODY DRMAJESTICPALM STKADYNCE LN SU S A N S T LILLY LNCLARKSTM AV E R ICK ST RILEYDRW FINLEY BLVD MAE ST NU E H O F F CI R STARS D R CADESTSINTERURBANSTCAINDRROAD RUNNER RD JOYCTELIZABETH STCHERRYHILLDR AMYBLVD PEACHTREELN SILV E RLEAFLNLA K E VIEW DRNATHAN LN D AVID DR SEANSTJANA WAYNUEHOFFDRF L OR E N C E WAY OLIVER DR A D E LYN ST ETHAN CIR ADRIANADRGOULD WAYBENS DRCOWBOY WAYHAZELS WAYWILSONDRWESTFIELDDRB RITTANY DR KRISTINAST R O B E R T S TPEN N Y S T ANNECT BURGERT DRJOSI AHDRBRIDGEPORT DR ROCKRIDGE TRL ZELKOVABLVDBURLINGTONCRESTTRLERROLSTBROOKLYN DR THAYNEDRWESTWOOD CT TATE LN HILLRICHDRBURN STKATELYNNLNDEYADRMOMBIN ST CEDARELMDR TIA N A S T TAMARIND ST JUNIPER ST EVELYNCIRGARDENDALE HOLLOW LN RABBITRUN RD PARK VISTA DR EDWARD STISABELDRBRENTFIELD DR HUNTINGTON DR B E A R C R E E K D R ASKEWDRRENDYN ST SUNBEAM CV STAFFORDS POINT LN PISTACHIO DR FAITH LN E FINLEY BLVD B R O O K D RPRIVATEROAD5031COUNTY ROAD 422 CARINNA DRLEONARDAVES RIGGINS STCOUNTY ROAD 423Copyright nearmap 2015 Subject Property 200' Notice Boundary City Limits ETJ ¯ 0 900 1,800450 Feet April 2024 H:\Notification Maps\Notification Maps\ Zoning - Powell Corners CITY OF ANNA, TEXAS (Property zoned under this ordinance is generally located on the northwest and southwest corner of County Road 423 and S. Powell Parkway and the northeast corner of Finley Boulevard and S. Powell Parkway) ORDINANCE NO. ________________ AN ORDINANCE OF THE CITY OF ANNA, TEXAS AMENDING THE CITY’S COMPREHENSIVE PLAN, ZONING MAP, AND ZONING ORDINANCE AND CHANGING THE ZONING OF CERTAIN PROPERTY AS DESCRIBED HEREIN; PROVIDING FOR SAVINGS, REPEALING AND SEVERABILITY CLAUSES; PROVIDING FOR AN EFFECTIVE DATE; PROVIDING FOR A PENALTY CLAUSE NOT TO EXCEED $2,000 OR THE HIGHEST PENALTY AMOUNT ALLOWED BY LAW, WHICHEVER IS LESS; AND, PROVIDING FOR THE PUBLICATION OF THE CAPTION HEREOF. WHEREAS, the City of Anna, Texas (“City”) has previously adopted ordinances, rules and regulations governing the zoning in the City; and WHEREAS, the City has received a requested zoning amendment from Ann Warren Hayslett on Property described in Exhibit 1 (“Legal Description”) and shown in Exhibit 2 (“Zoning Exhibit”) attached hereto and incorporated herein for all purposes as if set forth in full; and WHEREAS, said Property generally located on the northwest and southwest corner of County Road 423 and S. Powell Parkway and the northeast corner of Finley Boulevard and S. Powell Parkway is currently zoned SF-E Single-Family Residential; and WHEREAS, the Planning and Zoning Commission of the City and the City Council of the City of Anna (“City Council”) have given the requisite notices by publication and otherwise and have held the public hearings as required by law and afforded a full and fair hearing to all property owners and generally to all persons interested in and situated in the affected area and in the vicinity thereof, the City Council has concluded that the Zoning Ordinance of the City should be amended as set forth below. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF ANNA, TEXAS THAT: Section 1.Recitals Incorporated The above recitals are incorporated herein by reference for all purposes. Section 2.Zoning Change The Anna City Code of Ordinances (the “Anna Code”) are hereby amended by amending the zoning of the Property as depicted on the Zoning Exhibit. 1. Purpose. The purpose of this Planned Development District is to facilitate the development of high-quality commercial, multi-family, and single-family residence subdivision. The zoning classification(s) or combination of zoning classifications to which the uses in this Planned Development District are most similar include all of the following: Mixed- Use (MU) District, Mixed Density (MD) District, Regional Commercial (C-2) District, and Light Industrial (I-1) District. 2. Definitions. Except as otherwise provided herein, the definitions in Division 10 (§9.04.080 - §9.04.082) of the City’s Zoning Ordinance shall apply. 3. Development Standards. A. The location of the planned development zoning district shall be in substantial conformance with the Zoning Exhibit (Exhibit 2) and Concept Plan (Exhibit 3). The Concept Plan will expire after two (2) years of approval. B. Standards and Area Regulations: Development must comply with the development standards for use, density, lot area, lot width, lot depth, yard depths and widths, building height, building elevations, coverage, floor area ratio, parking, access, screening, landscaping, accessory buildings, signs, and lighting, set forth in the Mixed-Use (MU) District, Mixed-Density Residential District (MD), Regional Commercial (C-2) District, Light Industrial (I-1) District, and the Planning and Development Regulations except as otherwise specified herein. i. §9.04.025 Thoroughfare Overlay (THOR) District shall not apply to this Planned Development District. ii. Tract 1-A: Mixed-Use (MU) District 1. Maximum Height: 50 feet/three (3) stories 2. Minimum setback adjacent to residential uses: 50 feet 3. Minimum setback adjacent to commercial uses: 25 feet 4. Maximum lot coverage: 50% 5. Maximum Density: 18 dwelling units/ gross acre. 6. Multi-family Amenities: a. Private Community Center The proposed location shall be in general conformance with the approved Concept Plan and shall include; bathroom facilities, a leasing office, community room with food preparation area, fitness center, a pool, tanning deck, outdoor grill and lounge area. b. Fire Pit The fire pit area shall include hardscape and seating provisions. c. Pet Park The Pet park shall include (2) waste receptacles, agility equipment, covered seating area, pet fountain, and adjacent pet wash station. The Pet Park shall be enclosed with a decorative, tubular metal fence. d. Sports Court i. The sports court can be one of the following: Badminton, Basketball, Pickleball, Tennis, or two beach Volleyball courts. ii. If a Pickleball, tennis, or badminton court is constructed, it shall be a coated asphalt regulation size court with permanent net fixture. e. Nature Trail The trail shall be designed to a specification and finish intended to minimize impact to the surrounding undeveloped area, while allowing residents to enjoy the undisturbed natural features of the property. Final layout and finish specifications shall be approved by the Director of Development services prior to Site Plan approval. f. Private Outdoor Space. A minimum of 90% of multiple family units shall be provided with a private balcony or patio with a minimum depth of 6’ from the unit door and minimum usable sf of 70sf. iii. Tracts 1-B & 2-A – Mixed Density Residential (MD) District 1. The Mixed-Density Residential (MD) district is permitted within 1,200 feet of a designated Master Thoroughfare Plan highway. 2. Minimum lot size for detached single-family dwellings: 3,000 square feet 3. Common area lot tree requirement: the total trees on site required to be Canopy Trees may be reduced from 50% to 30% with the presentation of landscape plan. 4. Every other lot is required to have a minimum of one tree per front yard. 5. Amenities a. No more than one (1) amenity shall be required as part of the Mixed Density Residential district as long as the density remains under 100 units. Otherwise, anything over 100 units will follow the table located under §9.04.042(e)(A). b. A pier or overlook at the pond shall qualify as a required amenity. 6. Fencing a. Masonry screening, if necessary, wall shall be constructed, owned, and maintained by the more intense use. b. All other fencing constructed between residences can be wood. All wood fencing shall be at least six feet in height. Wood fencing shall be stained and sealed. Plastic and chain link fencing is prohibited. iv. Tract 2-B – Regional Commercial (C-2) District v. Tract 3-A – Light Industrial (I-1) District 1. Uses permitted by right in the C-2 district shall be allowed by right; uses permitted by specific use permit in the C-2 district shall require a specific use permit. 2. Outdoor Storage a. May exceed the height of screening but shall be set back from the adjacent right-of-way a minimum of 50 feet. b. Outdoor storage is limited to 20% of the total lot area. vi. Tree Preservation Any trees that are preserved over and above the required amount for the MU lot shall be carried over and used for preservation on the remaining zoned property per the attached zoning exhibit for the overall Planned Development Districts (MD, C-2, & I-1). C. Plats and/or site plans submitted for the development of the PD shall conform to the data presented and approved on the zoning exhibit (Exhibit 2) and concept plan (Exhibit 3). Non-substantial changes of detail on the final development plan(s) that differ from the concept plan may be authorized by the Director of Development Services with the approval of the final development plan(s) and without public hearing. Section 3.Official Zoning Map The official Zoning Map of the City shall be corrected to reflect the change in zoning described herein. Section 4.Savings, Repealing and Severability Clauses It is hereby declared to be the intention of the City Council that the words, sentences, paragraphs, subdivisions, clauses, phrases, and provisions of this ordinance are severable and, if any phrase, sentence, paragraph, subdivision, clause, or provision of this ordinance shall be declared unconstitutional or otherwise invalid or inapplicable by the valid judgment or decree of any court of competent jurisdiction, such unconstitutionality, invalidity or inapplicability shall not affect any of the remaining words, sentences, paragraphs, subdivisions, clauses, phrases, or provisions of this ordinance, since the same would have been enacted by the City Council without the incorporation in this ordinance of any such unconstitutional, invalid or inapplicable words, sentences, paragraphs, subdivisions, clauses, phrases, or provisions. Further, all ordinances or parts of ordinances in force when the provisions of this ordinance become effective that are consistent and do not conflict with the terms and provisions of this ordinance are hereby ratified to the extent of such consistency and lack of conflict, and all ordinances or parts of ordinances in force when the provisions of this ordinance become effective that are inconsistent or in conflict with the terms and provisions contained in this ordinance are hereby repealed only to the extent of any such conflict. Notwithstanding any provision of this ordinance or the Anna Code, it is intended that this ordinance fully comply with Chapter 3000 of the Texas Government Code (“Chapter 3000”) and this ordinance shall and the City Code shall be interpreted in a manner to comply with Chapter 3000. For the purposes of this ordinance, any provision of the City Code that does not comply with Chapter 3000 shall be deemed to have been excluded and not a part of this ordinance. Section 5.Penalty Any violation of any of the terms of this ordinance, whether denominated in this ordinance as unlawful or not, shall be deemed a misdemeanor. Any person convicted of any such violation shall be fined in an amount not to exceed $2,000 for each incidence of violation. Each day a violation exists is considered a separate offense and will be punished separately. Section 6.Publication of the Caption and Effective Date This ordinance shall be effective upon its passage by the City Council, approval by the Mayor, and posting and/or publication, if required by law, of its caption. The City Secretary is hereby authorized and directed to implement such posting and/or publication. PASSED by the City Council of the City of Anna, Texas this 25th day of June 2024. ATTESTED: APPROVED: ________________________________ _____________________________ Carrie L. Land, City Secretary Pete Cain, Mayor 14.71 Acres Granderson Stark Survey, Abstract No. 796 Collin Country Texas BEING a 14.71 acre tract of land located in the Granderson Stark Survey, Abstract No. 796, Collin County Texas, being Tract 4, as described in Quitclaim Deed to Ann Warren Hayslett as recorded in Document No. 96-0110243, Public Records Collin County, Texas, said 14.71 acres being more particularly described as follows: BEGINNING southwest corner of said tract 4, being on the east right of way line for State Highway 5 (100 foot Right of way), and being the northeast corner for the intersection of said Highway 5 and Finley Road; THENCE northerly with said east right of way line as follows: North 19° 50' 00" East, a distance of 56.76 feet to the beginning of a curve; Along the arc of said curve to the left, having a central angle of 14° 34' 00.2", a radius of 3869.72 feet, an arc length of 983.83 feet, and a chord of North 12° 33' 00" East, 981.18 feet to the end of said curve; North 05° 16' 00" East, a distance of 591.60 feet to a point for corner; South 84° 44' 00" East, a distance of 10.00 feet to a point for corner; North 05° 16' 00" East, a distance of 749.70 feet to a point for corner; THENCE South 89° 16' 48" East leaving said right of way, a distance of 560.71 feet to a point for corner; THENCE South 19° 50' 00" West, a distance of 2487.83 feet to a point for corner on the northerly line of Finley Road; THENCE North 88° 59' 08" West with said north line, a distance of 82.13 feet to a point for corner to the POINT OF BEGINNING containing 14.71 acres more or less. This description has been prepared from record information and is not the results of a boundary survey. 47.30 Acres Granderson Stark Survey, Abstract No. 796, Collin County Texas BEING a 47.30 acre tract of land located in the Granderson Stark Survey, Abstract No. 796, Collin County Texas, being Tracts 1A and 2A, as described in Quitclaim Deed to Ann Warren Hayslett as recorded in Document No. 96-0110243, Public Records Collin County, Texas, said 47.30 acres being more particularly described as follows: BEGINNING at the northeast corner of said Tract 1-A, said point being on the west right of way line for State Highway 5 (called 100 foot right of way), being the southeast corner of a Joe A. Greer Jr. tract; THENCE southerly with said right of way as follows: South 05° 16' 00" West, a distance of 963.42 feet to a point for corner; North 84° 44' 00" West, a distance of 10.00 feet to a point for corner; South 05° 16' 00" West, a distance of 857.74 feet to a point for corner; THENCE North 88° 54' 14" West leaving said right of way line, a distance of 191.32 feet to a point for corner; THENCE South 05° 16' 00" West, a distance of 191.64 feet to a point for corner; THENCE North 88° 54' 14" West, a distance of 756.77 feet to a point for corner; THENCE North 01° 48' 35" East, a distance of 224.93 feet to the beginning of a curve; THENCE along said curve to the right, having a central angle of 37° 59' 29", a radius of 484.26 feet, an arc length of 321.10 feet, and a chord of North 20° 48' 19" East, 315.25 feet to a point for corner; THENCE North 39° 48' 04" East, a distance of 178.60 feet to a point for corner; THENCE North 50° 11' 56" West, a distance of 60.00 feet to a point for corner; THENCE South 88° 02' 58" West, a distance of 219.74 feet to a point for corner; THENCE North 00° 19' 33" East, a distance of 1332.52 feet to a point for corner; THENCE South 88° 17' 14" East, a distance of 1167.88 feet to the POINT OF BEGINNING and containing 47.30 acres more or less. This description has been prepared from record information and is not the results of a boundary survey. Land Use Summary: Tracts Proposed Zoning Acreage Tract 1-A Mixed-Use (MU)19.89 ac. Tract 1- B Mixed-Density Residential (MD)5.22 ac. Tract 2-A Mixed-Density Residential (MD)11.87 ac. Tract 2-B Commercial (C-2)8.47 ac. Tract 3-A Industrial (I-1), Commercial (C-2)13.92 ac. Project Total 59.37 ac. General Notes: • Contour Interval = two feet (2’). • A portion of the subject property is located in the NRCS Floodplain Easement and 100-year floodplain according to FEMA Map No. 48085C0160J, Map Revised: June 2, 2009. Floodplain shown is from NRCS and matches FEMA. • All driveways will meet City of Anna ordinances. Owner: Hayslett Ann Warren 7257 Stefani Dr Dallas, TX 75225-1751 Applicant: Morphic Development 1650 W. Virginia St. Ste 110 McKinney, TX 75069 (469) 450-6269 Contact: Sam Franklin Land Planner: Knapp Land Solutions (KLS) 5381 Moss Glen Dr. Frisco, TX 75034 (972) 885-7537 Contact: James Knapp Project Hayslett TractsAnna, TX Development Team Scale 1”=150’ 0’150’300’ 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 information contained herein. Concept Plan Location Map Date: Abstract +/-58.27 gross acres located off Highway 5 (S. Powell Parkway) and County Road 423 in the City of Anna, Collin County, Texas. Granderson Stark Survey Abstract No. 798 Date Issued: February 28, 2024 Revisions: _______________________________ _______________________________ _______________________________ _______________________________ _______________________________ March 19, 2024 April 05, 2024 April 08, 2024 April 22, 2024 June 14, 2024 KNAPP LAND SOLUTIONS N.T.S. Hwy 5 W. White St.CR 423 Hwy 75 9 12 12 12 7 9 9 211 3 11 12 11 12 1213 11 11 11 5 2 4 4 10 3 10 2 312 11 10 12 9 11 109 10 7 11 10 7 10 11 13 13 9 9 8 7 7 9 95 5 5 4 12 11 10 11 N CONTINENTAL PROPERTIES CITY OF ANNA, COLLIN COUNTY, TEXAS TM 8 1 4 4 W a l n u t H i l l S t e 7 5 0 , D a l l a s , T X 7 5 2 4 3 p h :9 7 2 .9 7 2 .4 2 5 0 m a n h a r d .c o m C i v i l E n g i n e e r s | S u r v e y o r s | W a t e r R e s o u r c e E n g i n e e r s | W a t e r & W a s t e W a t e r E n g i n e e r s C o n s t r u c t i o n M a n a g e r s | E n v i r o n m e n t a l S c i e n t i s t s | L a n d s c a p e A r c h i t e c t s | P l a n n e r s Texas Board of Prof essional Engineers & Land Surveyors Reg. No. F-10194754 (Surv), F-22053 (Eng) CSP CONCEPTUAL UTILITY LAYOUT ABS A0798 G STARK SURVEY, SHEET 1, TRACT 114, 22.4321 ACRES POWELL CORNERS BLOCK A, LOT 1 ±19.89 AC MULTIFAMILY UNITS MULTIFAMILY PARKING PLANNING & ZONING COMMISSION POWELL CORNERS PLANNED DEVELOPMENT 2 Continental Properties Multifamily Developer Morphic Development Single Family Developer Knapp Land Solutions Land Planner Manhard Consulting Engineer PROJECT TEAM The project team is seeking zoning approval for its 58-acre planned development district formally named Powell Corners located along Highway 5 (Powell Rd) and CR 423. There are four (4) distinct districts within the proposed development will allow for a mix of uses, including: •Commercial (C-2) •Industrial/Commercial Flex (I-1/C-2) •Medium Density Residential (MD) •High Density Residential (MU) 3 PROJECT OVERVIEW White St 4 Cluster Residential •Planned with the intent for smaller lot single family detached and attached residential lots located within a platted subdivision. COMPREHENSIVE PLAN Community Commercial •Characterized by small, freestanding buildings containing one or more businesses. Unlike larger shopping centers that may attract regional customers, Community Commercial developments primarily provide services for residents of surrounding neighborhoods. 5 COMPREHENSIVE PLAN CONSTRAINTS Intent •Smaller lot single family detached and attached residential lots located within a platted subdivision •Generally aligns with MD zoning district Constraints •All individual platted residential (MD) districts shall not be within 1,200 feet of designated master thoroughfare plan high (i.e. Highway 5). •THOR district prohibits building lots less than one acre within 500 -feet of Highway 5. •Existing site features, including floodplain and wetlands, require additional design flexibility of multiple land uses to plan around and protect these natural resources and provide the highest and best use for each tract. Cluster Residential Community Commercial Intent •Characterized by small, freestanding buildings containing one or more businesses Constraints •Area east of Highway 5 backs to an existing rail line. •Lot depth limits opportunities for internal circulation within the city. Coupled, with limited access and connectivity opportunities onto Highway 5, will require flexibility in programming and use type. •The intent of this land use to “provide freestanding buildings for one or more businesses” can be maintained east of Highway 5 through the I1/C2 land uses. 6 CURRENT ZONING Current Zoning Agriculture Adjacent Zoning MF-2 (north) Planned Development (east) Agriculture (east and south) Unincorporated Collin County (west) 7 PROPOSED ZONING Mixed-Use (MU) •Mixed-use on the northern portion of the planned area is compatible and complementary with the existing MU zoning to the north. Commercial (C-2) •Commercial west of Highway 5 will provide better access from Highway 5 and CR 423 and provides a buffer between Highway 5 and the single-family area. •The location of the commercial tracts adjacent to the multifamily and single-family tracts provide for easy pedestrian connectivity and walkability between the different land uses. Medium Density Residential (MD) •Situating the single-family area behind the commercial provides walkable pedestrian access to the commercial lots while being buffered from Highway 5. MU C-2 C-2 MD MD I-1/C-2 Industrial and Commercial (I-1 and C-2) •Industrial and commercial land uses provide the flexibility for various development options east of Highway 5 given the existing linear site layout. In summary, the proposed zoning provides compatible uses sited intentionally to support each other physically through proper buffering and pedestrian connectivity. 8 •Overarching •Exception: Sec 9.04.025 – Remove requirement for all building lots within 500’ from Highway 5 to be greater than 1 acre. •This standard would not allow SF lots on the property. •C-2 – No exceptions requested •I-1 •Requested Exceptions: •Sec. 9.04.038 (6)(B)(iv) – shall be allowed to exceed the designated screening height. However, any screening above the typically allowed screening height shall be setback 50’ •Sec. 9.04.038.(6)(C) shall be adjusted to allow for outdoor storage to total 20% of the total lot area. •MU •Requested Exception: •Requested allowance of any tree preservation on the MU lot which may exceed the minimum requirement, shall be creditable to C-2, I-1 or MD districts. •Enhancements Proposed: •Max Density 18du/acre proposed vs. 25 du/acre per MU •Enhanced amenities defined – to be described later in presentation. •Defined requirement of 90% of units to be provided with private patio or balcony with minimum dimensions of 7’ depth and 70 usable sf. •MD •Requested Exceptions: •Removal of requirement for MD district platted lots to be greater than 1,200 feet from Highway 5. •Would not allow MD SF lots on development parcel. •Minimum lot area: 3,000 sf •Allow for more flexibility in site planning to preserve natural resources. •Allow for Planning Director to approve: •Reduction in Canopy trees from 50% to 30% •One tree per every other lot pending conformance with overall required tree qty. PROPOSED PD REGULATIONS SUMMARY MU MD MD C-2C-2 I-1/C-2 9 OPEN SPACE PRESERVATION & CONNECTIVITY Mixed-Use (MU) Commercial (C2) Single Family (MD) Flex (I-2/C2) Protected Floodplain & Tree Save Area Tree Save Area Protected Stream Pedestrian Connection Future Pedestrian Connection •The variety of uses have been sited specifically to work around the existing natural resources. •Thoughtful planning of pedestrian network allows for walkability to/from residential and commercial uses. MU MD MD C-2 C-2 I-1/C-2 TRAFFIC PATTERNS/POWELL GATEWAY Auto Connection Future Auto Connection Gateway •Access has been planned to quickly funnel traffic to CR423 (Collector Road) to Highway 5 (Arterial road), to avoid long-term challenges of traffic on a network of inefficient local roads. •Pursuing an isolated Highway 5 access point from TXDOT for MF property to promote safety in the single-family tracts. Mixed-Use (MU) Commercial (C2) Single Family (MD) Flex (I-2/C2) 10 11 PD SUMMARY Comprehensive Plan/Zoning Constraints •All individual platted residential (MD) districts shall not be within 1,200 feet of designated master thoroughfare plan high (i.e. Highway 5). •THOR district prohibits building lots less than one acre within 500 -feet of Highway 5. •As a result of these constraints, single-family homes are not allowed to be built anywhere on the entire 58-acre parcel. Site Constraints •Existing site features, including floodplain and wetlands, require additional design flexibility of multiple land uses to plan around and protect these natural resources and provide the highest and best use for each tract. •CR 423 will need to be realigned to provide a safer and more suitable intersection with Highway 5. Constraints Opportunities Comprehensive, Mixed-Use Plan •The proposed land uses and PD regulations will allow for a more comprehensive, mixed-use plan of residential, commercial, and industrial that isn’t otherwise allowed under current regulations. •The proposal offers compatible uses sited intentionally to support each other physically through proper buffering and pedestrian connectivity. •The variety of housing types serves a mix of demographics ranging from younger professionals and empty nesters in the MU district, to traditional households in the proposed MD district. •The proposed multifamily product includes a low mix of 3-bedroom homes (less then 10% of units). Limiting the impact on the school system while creating the population density required to attract and support quality retail users. Open Space & Preservation of Natural Resources •The variety of land uses and more flexible site design standards will allow for ample open space throughout the planned area and the preservation of the existing floodplain, wetlands, and streams. Traffic Control and CR 423 Realignment •CR 423 will be realigned and provide better and safer access to the commercial and single-family areas. CONTINENTAL PROPERTIES 12 Continental’s vertically integrated team, track record of delivering high quality product, and unmatched customer satisfaction makes Continental a national leader in multifamily development and operations. Our dedicated Team of research professionals goes beyond traditional methods to unlock the full potential of market selection. By harnessing strategic third-party databases and employing proprietary tools, we provide unparalleled insights and solutions. MARKET RESEARCH At our core, we are committed to crafting products that withstand the test of time. Our team's relentless pursuit of improvement and collaboration creates an inclusive community centered around innovation. PRODUCT DESIGN & DEVELOPMENT At our core, we are committed to crafting products that withstand the test of time. Our team's relentless pursuit of improvement and collaboration creates an inclusive community centered around innovation. CONSTRUCTION OVERSIGHT Delivering above-and-beyond customer service is at the heart of our Team's mission, and we will listen when we've missed the mark. Continental directly oversees and manages each of its properties, making it one of only a few companies that both develop and operate its communities across the country. PROPERTY MANAGEMENT We believe in investing in our customers' needs and desires. By thoroughly understanding their unique perspectives, our team drives meaningful change in our designs, creating exceptional experiences for our communities. CUSTOMER EXPERIENCE Our Team takes pride in owning and managing our properties long-term. With a disciplined approach and unwavering commitment, we ensure our portfolio’s sustained success and value. PORTFOLIO MANAGEMENT +125 Developed Communities +45,000 Homes built to date 19 States +20,000 Homes currently managed NMHC Top 10 Developer in 2022 13 CONTINENTAL PROPERTIES NATIONAL PORTFOLIO 14 CONTINENTAL PROPERTIES TEXAS PORTFOLIO NATURE TRAIL HAMMOCK PARK CLUBHOUSE RESORT STYLE POOL AND SUN DECK FIRE PIT PET PARK UNIT COUNT: 324 UNIT MIX: •STUDIO: 27 UNITS (8%) •1BR: 135 UNITS (42%) •2BR: 135 UNITS (42%) •3BR: 27 UNITS (8%) LANDSCAPE BUFFERS: North: 25’ min West: 60’ min. BUILDING SETBACKS: North: 50’ min. West: 100’ min. SPORT COURT PET WASH PROPOSED SITE PLAN PROTECTED FLOODPLAIN LANDSCAPE BUFFER BUILDING SETBACK AMENITIES 16 NATURE TRAIL HAMMOCK PARK Community Amenities •Clubhouse with resort-style pool, sun deck, 24-hour fitness center, business center, indoor demonstration-style kitchen, outdoor kitchen and grilling area, and lounge area •Nature trail •Fire pit •Pet playground •Sport Court •Valet trash service •Dog wash area •Car cleaning station •Select homes with private, enclosed yards •90% Units include private patios or balconies •Covered parking options (garages, carports) In-Home Amenities •Studio, One-, Two-, and Three-bedroom options •Private entry for select homes with secure entry features •Open concept floor plans with premium finishes •Hardwood-style flooring •Energy-Efficient appliances •In-home washer and dryers •Stainless steel appliances •Granite countertops •Pet-friendly policies Business Center Café and Community Room Fitness Center Outdoor Lounge and Grill Resort Style Pool and Sun Deck CLUBHOUSE RENDERING 17 RESIDENTIAL BUILDING RENDERING 18 CLUBHOUSE – COMMUNITY ROOM AND CAFE 19 CLUBHOUSE – FITNESS CENTER 20 CLUBHOUSE – POOL 21 CLUBHOUSE – OUTDOOR LOUNGE 22 AMENITIES – CONCEPT IMAGERY 23 NATURE TRAIL SPORT COURT HAMMOCK PARK 24 OPEN CONCEPT FLOORPLANS 25 LARGE BEDROOMS WITH WALK-IN CLOSETS THANK YOU SAM@FRANKLINLANDCO.COM (469) 450-6269 Page 1 of 2Page 1 of 39 Page 2 of 2Page 2 of 39 Page 3 of 39 From:NEAL BEATY To:Lauren Mecke Subject:[EXTERNAL]: AGAINST proposal for zone change. Items #14 and #15 on the 5/6/24 agenda. Date:Monday, May 6, 2024 1:56:55 PM CAUTION: This email originated from outside of the organization. Do not click links or open attachments unless you recognize the sender and know the content is safe. If you are still unsure, please report this email via the PhishNotify button. We understand a developer is requesting these two sites (see below) be rezoned multi family. Last year city council turned down a developer for an area right near this land on the other side of HWY 5 due to congestion . The land on the other side of Hwy 5 (as of now) is supposed to be for estate lots. 14. Conduct a Public Hearing/Consider/Discuss/Action on a request to rezone 59.1± acres from Single-Family Residential – Large Lot (SF-E) to Planned Development for multi- family, single-family, commercial, and industrial development. Located on the northwest and southwest corner of County Road 423 and Powell Parkway. Applicant: Ann Warren Hayslett 15. Consider/Discuss/Action regarding the Powell Corners, Block A, Lot 1, Concept Plan. Applicant: Ann Warren Hayslet Our thoughts: 1. This is not part of the 2050 plan 2. Congestion on Hwy 5 is already bad - All the apartments in/around ATS are not open yet. Traffic is already bad and will worsen. 3. This is a corridor to the downtown area. 4. Apartments are already being built north of ATS on Hwy 5. We are completely AGAINST this rezoning. We have been inundated with apartments in Anna and especially in and around Anna Town Square. Thank you, Neal and Karla Beaty 2213 Nuehoff Dr. Anna, TX 75409 Page 4 of 39 From:Zak Bednarski To:Lauren Mecke Subject:[EXTERNAL]: Vote No (Hwy 5 rezone to multi-family) Date:Monday, May 6, 2024 3:28:02 PM CAUTION: This email originated from outside of the organization. Do not click links or open attachments unless you recognize the sender and know the content is safe. If you are still unsure, please report this email via the PhishNotify button. Hi Lauren, I would like to submit my NO vote to the developer's request to rezone the Hwy 5 land tract to multi-family. I strongly believe we need to let our infrastructure and schools catch up, especially concerning the amount of multi-family housing already in the works. Thanks! Zak Bednarski Melissa Country Ridge Resident Page 5 of 39 From: Richard Brown Sent: Monday, May 6, 2024 9:56 AM To: Lauren Mecke Subject: From:Casi Cleavelin To:Lauren Mecke Subject:[EXTERNAL]: Rezoning Vote Date:Monday, May 6, 2024 12:02:34 PM CAUTION: This email originated from outside of the organization. Do not click links or open attachments unless you recognize the sender and know the content is safe. If you are still unsure, please report this email via the PhishNotify button. Hi, I am writing to express my desire to reject the request to rezone the area south of the Highway 5 Sonic restaurant to multi family. We currently have a massive amount of new multi family developments in the area and our school systems cannot keep up. Would be great to allow them to catch up before adding more developments. Thank you, Casi Cleavelin Page 7 of 39 From:Savannah Farrell To:Lauren Mecke Subject:[EXTERNAL]: Zoning change vote Date:Monday, May 6, 2024 1:59:57 PM CAUTION: This email originated from outside of the organization. Do not click links or open attachments unless you recognize the sender and know the content is safe. If you are still unsure, please report this email via the PhishNotify button. Hi Lauren! My husband and I live in Anna Town Square and are not able to attend tonight’s zoning meeting, but we would like it known that we are against the zoning change across from our neighborhood on highway 5 from single family estate lots to more multi family (frankly we have had ENOUGH multi family in the area. Traffic sucks enough as is.) Thank you in advance, Savannah and Stephen Somers Sent from my iPhone Page 8 of 39 From:Stewart Forrester To:Lauren Mecke Subject:[EXTERNAL]: Vote for new apartments Date:Monday, May 6, 2024 9:09:12 AM CAUTION: This email originated from outside of the organization. Do not click links or open attachments unless you recognize the sender and know the content is safe. If you are still unsure, please report this email via the PhishNotify button. I vote no for the new apartment on west side of the 5. Page 9 of 39 From:Nick Granberry To:Lauren Mecke Subject:[EXTERNAL]: Zoning Date:Monday, May 6, 2024 8:39:25 AM CAUTION: This email originated from outside of the organization. Do not click links or open attachments unless you recognize the sender and know the content is safe. If you are still unsure, please report this email via the PhishNotify button. Resident @ 204 Wyndsor Trl Voting no to any multi-family zoning changes at tonight’s meeting. Nick Granberry Sent from my iPhone Page 10 of 39 From:ReetaL To:Lauren Mecke Subject:[EXTERNAL]: Rezoning along hwy 5 south of Sonic Date:Monday, May 6, 2024 12:24:29 PM CAUTION: This email originated from outside of the organization. Do not click links or open attachments unless you recognize the sender and know the content is safe. If you are still unsure, please report this email via the PhishNotify button. Please do not rezone this area ( along hwy 5 south of Sonic) to multi-family!! We have had plenty of multi-family housing units built (or in the process) over the past year!!! Please allow time for infrastructure to catch up with new development! Or better yet, leave some spaces undeveloped!!! We need green areas!!! Why “always say yes”? Wouldn’t it be better to have a city with a little less money game and happy residents?? Respectfully, Reeta Lamphere Page 11 of 39 From: michael lenzi Sent: Monday, May 6, 2024 10:23 AM To: Lauren Mecke Subject: [EXTERNAL]: Powell Corners CAUTION: This email originated from outside of the organization. Do not click links or open attachments unless you recognize the sender and know the content is safe. If you are still unsure, please report this email via the PhishNotify button. Ms. Mecke, I want to thank you for taking the time to read my email about the new rezoning decision off Hwy 5. I personally think that we have enough rental pr operties and apartment complexes in this town. We do not need anymore. I pe rsonally believe creating more will continue the downward spiral of this town. Please take my concern to heart when this decision is made. Thank you again! Michael F. Lenzi Fear not, for I am with you; be not dismayed for I a m your God; I will strengthen you, I will help you, I will uphold you with my righteous right hand. Isaiah 41:10 Page 12 of 39 From:kimberly lenzi To:Lauren Mecke Subject:[EXTERNAL]: Planning & Zoning for plot on Hwy 5 south of Sonic Date:Monday, May 6, 2024 11:16:47 AM CAUTION: This email originated from outside of the organization. Do not click links or open attachments unless you recognize the sender and know the content is safe. If you are still unsure, please report this email via the PhishNotify button. Good morning, I do not have the plot number or name but it looks like there will be voting tonight at the Planning & Zoning meeting for a Plot of land on Highway 5 south of Sonic. There is a request to change this zoning to multifamily. I would like to express my opinion against this zoning change. I live in Anna Town Square and there are already too many apartment complexes being built. Our infrastructure is not developed enough to stand up to this. I do not believe it is in the best interest of the Anna residents who already live here. Thank you for considering my opinion. Regards, Kimberly Lenzi Page 13 of 39 From:Beth Lowry To:Lauren Mecke; Ross Altobelli Subject:[EXTERNAL]: Upcoming rezoning Date:Saturday, May 4, 2024 3:18:19 PM CAUTION: This email originated from outside of the organization. Do not click links or open attachments unless you recognize the sender and know the content is safe. If you are still unsure, please report this email via the PhishNotify button. I absolutely vote NO on items 14 & 15 rezoning to multi family near Anna Town Square! You guys are smothering the single family residents with all of the apartments already! It really seems as if you wish to ruin our property values and quality of life by surrounding us with more multifamily! Beth Lowry ATS resident 214-726-2725 Page 14 of 39 Page 15 of 39 From: To:Lauren Mecke Subject:[EXTERNAL]: Hey 5 rezoning Date:Monday, May 6, 2024 1:13:51 PM CAUTION: This email originated from outside of the organization. Do not click links or open attachments unless you recognize the sender and know the content is safe. If you are still unsure, please report this email via the PhishNotify button. Hello, I’d like to enter my down vote on the rezoning proposal behind sonic on hwy5. My vote is NO. Thank you. Nick Page 16 of 39 From:julia To:Lauren Mecke Subject:[EXTERNAL]: Upcoming multi family housing Date:Monday, May 6, 2024 2:31:27 PM CAUTION: This email originated from outside of the organization. Do not click links or open attachments unless you recognize the sender and know the content is safe. If you are still unsure, please report this email via the PhishNotify button. Please, please do not approve any more multi family housing until the road grid lock is resolved. It impossible to get in and out if this town without horrific traffic congestion. One third of Anna is rentals. That’s pathetic. We also bring in another grocery store. People come from surrounding towns to grocery shop here and there are only 2 grocery stores. It’s all just nuts. Thank you for considering maintaining single family homes, infrastructure, and grocery stores over big business multi family housing. Kind regards, Julia Page 17 of 39 From:Hannah Petty To:Lauren Mecke Subject:[EXTERNAL]: Vote Against Rezoning Off CR 423 Date:Monday, May 6, 2024 10:37:07 AM CAUTION: This email originated from outside of the organization. Do not click links or open attachments unless you recognize the sender and know the content is safe. If you are still unsure, please report this email via the PhishNotify button. Hi Lauren! I’m not sure if I will be able to attend the meeting tonight so I wanted to send in my stance against the rezoning to multi family off of CR 423 and Powell Pkwy in Anna (Concept Plan- Powell Corners). I live off 423 and there is not adequate infrastructure on the road to support multi family traffic, the vets office on this road is already more traffic than it can handle. This development would create a nightmare with traffic and not be safe for those getting on and off of Powell Pkwy. It is already very difficult for those living here to get on Powell from 423, and that is with only a handful of homes being back here. I cannot imagine the danger if multi family was added. The current infrastructure is no where near being ready to support hundreds of additional units and the volume of traffic that comes with that. Please consider my statement in this decision process. Appreciate all you do. With Joy, Hannah Hanson Page 18 of 39 From:Jessica Bednarski To:Lauren Mecke Subject:[EXTERNAL]: Vote No (Hwy 5 rezone to multi-family) Date:Monday, May 6, 2024 11:48:37 AM CAUTION: This email originated from outside of the organization. Do not click links or open attachments unless you recognize the sender and know the content is safe. If you are still unsure, please report this email via the PhishNotify button. Hi Lauren, I would like to submit my NO vote to the developer's request to rezone the Hwy 5 land tract to multi-family. I strongly believe we need to let our infrastructure and schools catch up, especially concerning the amount of multi-family housing already in the works. Thanks in advance for considering my vote and opinion. Thanks! Jessica Quinby Freelance Senior Copywriter jessicaquinby.com jrquinby@gmail.com 312.515.4201 Page 19 of 39 From:Stephanie Reece To:Lauren Mecke Subject:[EXTERNAL]: Opposition to zoning change 5/6/24 P&Z Mtg agenda Date:Monday, May 6, 2024 9:40:18 AM CAUTION: This email originated from outside of the organization. Do not click links or open attachments unless you recognize the sender and know the content is safe. If you are still unsure, please report this email via the PhishNotify button. I am writing to officially document my opposition to these rezoning requests that are on tonight’s agenda: 14. Conduct a Public Hearing/Consider/Discuss/Action on a request to rezone 59.1± acres from Single-Family Residential – Large Lot (SF-E) to Planned Development for multi-family, single-family, commercial, and industrial development. Located on the northwest and southwest corner of County Road 423 and Powell Parkway 15. Consider/Discuss/Action regarding the Powell Corners, Block A, Lot 1, Concept Plan PLEASE do not change this zoning. We can’t take more apartments in this area of town. The traffic congestion from already approved apartments, neighborhoods, and schools in this area of Anna is already horrendous. Anna needs to quash any plans for new apartments, especially in this area. Respectfully, Stephanie Reece, concerned neighbor 1237 Carinna Drive Page 20 of 39 From:Amanda Robinson To:Lauren Mecke Subject:[EXTERNAL]: Multi Family Date:Monday, May 6, 2024 3:28:39 PM CAUTION: This email originated from outside of the organization. Do not click links or open attachments unless you recognize the sender and know the content is safe. If you are still unsure, please report this email via the PhishNotify button. Hello, I am a Melissa resident and I am emailing my viewpoint on the multi family unit being discussed today on Hwy 5. We live in Country Ridge, which is located on the northern side of Melissa. There has been a huge influx in multifamily housing in our area. Simply put, the school districts and police force cannot keep up with the increase. Although I technically don't get a vote as I am not an Anna resident, I just wanted to email on behalf of my family that we are against multi family housing in the area on of Hwy 5. Best, Amanda Robinson Get Outlook for iOS Page 21 of 39 From:Tammy Snowder To:Lauren Mecke Subject:[EXTERNAL]: items 14&15 on tonight’s agenda AGAINST Date:Monday, May 6, 2024 2:27:36 PM CAUTION: This email originated from outside of the organization. Do not click links or open attachments unless you recognize the sender and know the content is safe. If you are still unsure, please report this email via the PhishNotify button. Lauren, Regarding items 14 & 15 on tonight’s P& Z meeting, which I cannot attend due to work conflicts: A. This is not part of the 2050 plan B. Congestion on Hwy 5 is already bad - consider that the apartments in ATS are not open yet and what the traffic will be like then C. This is a corridor to the downtown area D. Apartments are already being built north of ATS on Hwy 5 We STRONGLY oppose this plan!! There are already way too many apartments going in along this area and in ATS. Regards, Don & Tammy Snowder 2217 Nuehoff Dr 972.658.1378 Sent from my iPhone Page 22 of 39 From:Bridget Sullivan To:Lauren Mecke Subject:[EXTERNAL]: proposed rezoning on HWY 5 near Anna Town Square, Powell Corners and Powell Rd. Date:Monday, May 6, 2024 10:29:42 AM CAUTION: This email originated from outside of the organization. Do not click links or open attachments unless you recognize the sender and know the content is safe. If you are still unsure, please report this email via the PhishNotify button. I am writing to respectfully request denial of rezoning request # 14 and 15 on today's P&Z agenda for "Powell Corners" and the 59+ acres on Powell Parkway. There is absolutely no need for more multi family in Anna, and certainly none in this location where there are already 2000+ units zoned, under construction or already built. The zoning in and around Anna Town Square has already contributed to dampening single family housing values and the coming traffic, noise and trash with accompanying increased crime and congestion is very worrisome. Please do not add to this toxic mix, dooming this neighborhood for the foreseeable future. The mayor believes Powell Parkway will be Anna's "Preston Rd". This does not mean all commercial and apartments. Please look at the example of Lakeside on Preston Rd with estate sized homes and lots, a very well planned and desirable location directly on Preston Rd. https://janrichey.com/neighborhood/lakeside-on- preston This is the type of development Anna should be encouraging, we have plenty of starter homes and fixed income apartments. (As an aside, if Foster Crossing/Ferguson is to be developed, this is the way to go). Maintaining the current zoning for estate homes would provide the most desirable outcome for the future of Anna as a community. It may not please the developers currently but the city has a responsibility to manage our explosive growth responsibly and for the long term health and prosperity of Anna. Thank you, Bridget Sullivan 1904 Nelson St. Anna TX 75409 Conduct a Public Hearing/Consider/Discuss/Action on a request to rezone 59.1± acres Page 23 of 39 From:Rob Williamson To:Lauren Mecke Subject:[EXTERNAL]: Rezoning on highway 5 Date:Monday, May 6, 2024 9:21:52 AM CAUTION: This email originated from outside of the organization. Do not click links or open attachments unless you recognize the sender and know the content is safe. If you are still unsure, please report this email via the PhishNotify button. Lauren, As a citizen of Anna and Anna Town Square, I am strongly opposed to more apartments in this area. There are so many reasons I am against this and most are probably obvious so I would like to have my vote heard when I say no more apartments, please! Thank you, Rob Williamson Page 24 of 39 Rob Sent from my iPhone Page 25 of 39 From:Tammy Bacon To:Lauren Mecke Subject:[EXTERNAL]: Zoning for multi family Date:Monday, May 6, 2024 4:48:22 PM CAUTION: This email originated from outside of the organization. Do not click links or open attachments unless you recognize the sender and know the content is safe. If you are still unsure, please report this email via the PhishNotify button. Your social media I found that on tonight’s agenda is to vote on a zoning change for multifamily. Please do not change this to multifamily. It’s not that I’m against multifamily, but I believe we have enough in Anna or now at least Thank you very much Page 26 of 39 From:Kathi Dixon To:Lauren Mecke Subject:[EXTERNAL]: highway 5 and fm 423 Apartments. Date:Monday, May 6, 2024 5:35:26 PM CAUTION: This email originated from outside of the organization. Do not click links or open attachments unless you recognize the sender and know the content is safe. If you are still unsure, please report this email via the PhishNotify button. Vote NO NO NO Kathi Dixon 1580 cr 1036 Page 27 of 39 From:Stacy Fieker To:Lauren Mecke Subject:[EXTERNAL]: Please vote no Date:Monday, May 6, 2024 6:14:27 PM CAUTION: This email originated from outside of the organization. Do not click links or open attachments unless you recognize the sender and know the content is safe. If you are still unsure, please report this email via the PhishNotify button. Please vote to reject the redevelopment off of Highway five behind sonic. There are already l a lot of multifamily developments that are causing pressure on the school systems and we need to give it time for them to catch up before adding more. Thanks! S. Page 28 of 39 From:Todd Hannan To:Lauren Mecke Subject:[EXTERNAL]: Multi family zoning. Date:Monday, May 6, 2024 6:16:19 PM CAUTION: This email originated from outside of the organization. Do not click links or open attachments unless you recognize the sender and know the content is safe. If you are still unsure, please report this email via the PhishNotify button. As an Anna resident I would like to voice my disapproval over proposed zoning changes on Powell dr south of white street. We got too many apartments as it is in that area Sent from my iPhone Page 29 of 39 From:Terry Kappler To:Lauren Mecke Subject:[EXTERNAL]: Multi family zoning Date:Monday, May 6, 2024 7:00:27 PM CAUTION: This email originated from outside of the organization. Do not click links or open attachments unless you recognize the sender and know the content is safe. If you are still unsure, please report this email via the PhishNotify button. Please - No more apartments. Terry Kappler 1109 Batt Masterson Dr. Anna, TX 75409 214-770-1725 Page 30 of 39 From:Karissa Lorenz To:Lauren Mecke Subject:[EXTERNAL]: Planning and Zoning Date:Monday, May 6, 2024 6:24:29 PM CAUTION: This email originated from outside of the organization. Do not click links or open attachments unless you recognize the sender and know the content is safe. If you are still unsure, please report this email via the PhishNotify button. Hello, In regards to the zoning for multi family development on HWY 5, we would vote no for allowing/approving that, please. Would introduce too much congestion in a clogged highway and there are several other multi family areas in progress of being built. We do not need any more. Thank you, Page 31 of 39 -Karissa Keezer Page 32 of 39 From:Christopher Reeves To:Lauren Mecke Subject:[EXTERNAL]: Rezoning Question Date:Monday, May 6, 2024 4:40:14 PM CAUTION: This email originated from outside of the organization. Do not click links or open attachments unless you recognize the sender and know the content is safe. If you are still unsure, please report this email via the PhishNotify button. Good afternoon. Chris Reeves 121 Drayton Drive Anna TX I do not agree with allowing the rezoning to support multipurpose housing in the area mentioned south of sonic. thanks Chris and Laura Reeves Chris Reeves Sergeant Prosper Independent School District Police Department 605 East 7th Street Prosper, TX 75078 (469)219-2180 ext.80177 Page 33 of 39 From:Michelle Salazar To:Lauren Mecke Subject:[EXTERNAL]: Objection to zoning change tonight 5/6/2024 Date:Monday, May 6, 2024 5:36:36 PM CAUTION: This email originated from outside of the organization. Do not click links or open attachments unless you recognize the sender and know the content is safe. If you are still unsure, please report this email via the PhishNotify button. Hi Ms. Mecke, I am not able to be at the meeting this evening, but would like to voice my objection to the following items on the P&Z agenda. #14 and #15. I do not think that Anna needs more apartments at this time. The infrastructure, as much that has been changed, is still not ready for all the apartments that we currently have being built. Best, Michelle Salazar 2403 Wilson Dr, Anna, TX 75409 214-836-4865 Page 34 of 39 From:Tina Sterling To:Lauren Mecke Subject:[EXTERNAL]: Zoning Date:Monday, May 6, 2024 7:32:36 PM CAUTION: This email originated from outside of the organization. Do not click links or open attachments unless you recognize the sender and know the content is safe. If you are still unsure, please report this email via the PhishNotify button. Page 35 of 39 Page 36 of 39 Sent from my iPhone Page 37 of 39 From:Nathan Thomas To:Lauren Mecke Subject:[EXTERNAL]: Re-zoning south of sonic for mult family units Date:Monday, May 6, 2024 4:32:39 PM CAUTION: This email originated from outside of the organization. Do not click links or open attachments unless you recognize the sender and know the content is safe. If you are still unsure, please report this email via the PhishNotify button. Please count my vote as against the change. I own a house at 8182 red fox round and will directly be affected. My name is Nathan Thomas. Page 38 of 39 Page 39 of 39 Page 1 of 12 CITY OF ANNA Planning & Zoning Commission May 6, 2024 Zoning: Powell Corners Applicant: Ann Warren Hayslett DESCRIPTION: Conduct a Public Hearing/Consider/Discuss/Action on a request to rezone 59.1± acres from Single-Family Residential – Large Lot (SF-E) to Planned Development for multi- family, single-family, commercial, and industrial development. Located on the northwest and southwest corner of County Road 423 and Powell Parkway. 312 multi-family dwellings with Multi-family (MF) zoning on Tract 1-A, Mixed Density (MD) zoning on Tract 1-B & Tract 1C, Regional Commercial (C-2) on Tract 1-B & 2-B, and Light Industrial (I-1) zoning with C-2 uses on Tract 3-A. REMARKS: A Planned Development (PD) is intended to provide for combining and mixing of uses allowed in various districts with appropriate regulations and to permit flexibility in the use and design of land and buildings in situations where modification of specific provisions of this article is not contrary to its intent and purpose or significantly inconsistent with the planning on which it is based and will not be harmful to the community. A PD district may be used to permit new and innovative concepts in land utilization. While great flexibility is given to provide special restrictions, which will allow development not otherwise permitted, procedures are established herein to insure against misuse of the increased flexibility. The subject property is currently undeveloped. The applicant’s representatives have provided a letter (Exhibit 1) and Zoning Exhibit (Exhibit 2). A concept plan, Powell Corners, Block A, Lot 1, accompanies this request as Exhibit 3. Surrounding Land Uses and Zoning North Single-Family dwelling partially zoned SF-E and partially located in the ETJ and vacant lot zoned SF-E East Across DART railroad, multi-family dwellings zoned Planned Development [Anna Town Square] South Single-Family dwellings and vacant land zoned SF-E West Single-Family dwellings located in the ETJ Page 2 of 12 Conformance with the Anna2050 Comprehensive Plan Future Land Use Plan The Future Land Use Plan designates this property as Cluster Residential, Parks and Open Space, and Community Commercial. The Place Type descriptions from the Comprehensive Plan follows this page. The C-2 & MD zoning districts are in conformance with the Future Land Use Plan. The MF zoning district is not in conformance with the Future Land Use Plan. Although I-1 zoning is not in conformance with the Future Land Use Plan, allowing for the mix of uses to flex between I-1 and C-2 would bring it into conformance. Page 3 of 12 Page 4 of 12 Page 5 of 12 Proposed Stipulations •Exempting the properties from the Thoroughfare Overlay (THOR) District requirements. ➢Sec. 9.04.025 requires lots to be a minimum one acre each with a 50-foot front yard building setback. The regulation of this overlay district shall apply to new development and redevelopment located within the greater of a geographic buffer extending outward 500 feet perpendicularly from the right-of-way, or to the back of abutting adjacent lots, for those portions of the following scheduled thoroughfares located within the City limits: (1) U.S. Highway 75; (2) White Street (FM 455); (3) Powell Parkway (SH 5); (4) Sam Rayburn Memorial Highway (SH 121); and (5) Collin County Outer Loop. •Amending MF zoning regulations ➢Reducing residential separation requirements ▪Regulation: Sec. 9.04.041 (h) Stepback Regulations (1) Stepback regulations apply to all new building construction and all additions with multiple stories and a height greater than 35 feet located adjacent to residential zoning districts and existing single- family uses but do not apply when an improved public street or railroad right-of-way separates the new building construction from the existing residential zoning district or single-family residential use. (2) A 25-foot stepback applies for each additional story after the second story exceeding 35 feet in height (See Figure 7: Stepback Exhibit). Page 6 of 12 ▪Proposed: minimum setback adjacent to residential uses 50 feet ➢Decreasing building height ▪Regulation: 70 feet ▪Proposed: 50 feet/three (3) stories ➢Decreasing maximum density ▪Regulation: 25 dwelling units per acre ▪Proposed: 18 dwelling units per acre •Providing stricter requirements on the Multi-Family Amenities ➢Private Community Center The proposed location shall be in general conformance with the approved Concept Plan and shall include; bathroom facilities, a leasing office, community room with food preparation area, fitness center, a pool, tanning deck, outdoor grill and lounge area. ➢Fire Pit The fire pit area shall include hardscape and seating provisions. ➢Pet Park The Pet park shall include (2) waste receptacles, agility equipment, covered seating area, pet fountain, and adjacent pet wash station. The Pet Park shall be enclosed with a decorative, tubular metal fence. ➢Sports Court Page 7 of 12 The sports court can be one of the following: Badminton, Basketball, Pickleball, Tennis, or two beach Volleyball courts. If a Pickleball, tennis, or badminton court is constructed, it shall be a coated asphalt regulation size court with permanent net fixture. ➢Nature Trail The trail shall be designed to a specification and finish intended to minimize impact to the surrounding undeveloped area, while allowing residents to enjoy the undisturbed natural features of the property. Final layout and finish specifications shall be approved by the Director of Development services prior to Site Plan approval. ➢Private outdoor space A minimum of 90% of multiple family units shall be provided with a private balcony or patio with a minimum depth of 6’ from the unit door and minimum usable sf of 70sf. •Amending MD zoning regulations ➢Lot size ▪Regulation: 4,500 square feet (for single-family detached) ▪Proposed: 3,000 square feet ➢Common area lot tree requirement ▪Regulation: Canopy trees, as specified on the approved plant list, shall account for at least 50% of the required total trees on a site. ▪Proposed: Sec 9.04.045 (f)(1)(B) shall allow the Director of Planning, at their sole discretion, to approve a reduction in the requirement the percentage of the total trees on site be Canopy Trees from 50% to 30% with the presentation of landscape plan. ➢Alternate trees in the front yard ▪Regulation: At least one of the trees must be placed in the front yard of the lot. ▪Proposed: Sec 9.04.045 (f)(4)(B)(ii) shall allow the Director of Planning, at their sole discretion, to approve allowing one tree be planted every other lot so long as the total number of trees on site remain the same. A landscape plan must be submitted for review and approval. ➢Amenities ▪Proposed: •A pier or overlook at the pond shall qualify as a required amenity under sec. 9.04.042(e)(B). Page 8 of 12 •No more than one (1) amenity shall be required as apart of the Mixed Density Residential district as long as the density remains under 100 units. Otherwise, anything over 100 units will follow the table located under sec. 9.04.042(e)(A). ➢Exempting the MD district from the 1,200-foot setback requirement from a highway. ▪Sec. 9.04.017 prohibits the MD district within 1,200 feet of a designated Master Thoroughfare Plan highway. •Tract 3-A ➢Flexibility between the C-2 and I-1 land uses and regulations. ▪Given the adjacency to the railroad tracts and the odd shape of the property, giving greater flexibility is in the best interest of the city. ➢Allowing outdoor storage to exceed the screening wall height. ▪Regulation: Outdoor Storage shall not be placed (i) Within any required setbacks, (ii) Within parking spaces, fire lanes, easements, maneuvering aisles, or loading areas, (iii) On the roof of any structure, (iv) To exceed the required screening height (v) At the front of any primary building. ▪Proposed: May exceed the height of screening but shall be set back from the adjacent right-of-way a minimum of 50 feet. ➢Increasing the percentage of the lot for outdoor storage. ▪Regulation: limited to 5% of the total lot area or 20% of the primary building’s gross floor area, whichever is more restrictive. ▪Proposed: 20% of the total lot area •Applying Tree Preservation credits across the Planned Development ➢The applicants are requesting language be included for tree preservation credits to be applied across the development. This is common practice for large, multi-phased Planned Developments. Page 9 of 12 SUMMARY: Request to rezone 59.1± acres from Single-Family Residential – Large Lot (SF-E) to Planned Development for multi-family, single-family, commercial, and industrial development. Located on the northwest and southwest corner of County Road 423 and Powell Parkway. The request contains elements that are in conformance with the Anna 2050 Comprehensive Plan but does include multi-family zoning which is not in conformity with the Future Land Use Plan. RECOMMENDATION: If the Commission votes in favor of the zoning request, below are recommended restrictions for the applicants’ zoning request: A. The location of the planned development zoning district shall be in substantial conformance with the Zoning Exhibit (Exhibit 2). B. Standards and Area Regulations: Development must comply with the development standards for use, density, lot area, lot width, lot depth, yard depths and widths, building height, building elevations, coverage, floor area ratio, parking, access, screening, landscaping, accessory buildings, signs, and lighting, set forth in the Multi-Family Residential (MF) District, Mixed-Density Residential District (MD), Regional Commercial (C-2) District, Light Industrial (I-1) District, and the Planning and Development Regulations except as otherwise specified herein. 1. Thoroughfare (THOR) Overlay District The property within this Planned Development is exempt from the requirements of the THOR Overlay District. 2. Tract 1-A: Multi-Family (MF) Residential District i. Maximum Height: 50 feet/three (3) stories ii. Minimum Setback Adjacent to Residential Uses: 50 feet iii. Maximum Density: 18 dwelling units/ gross acre. iv. Amenities: 1. Private Community Center a. The proposed location shall be in general conformance with the approved Concept Plan and shall include; Page 10 of 12 bathroom facilities, a leasing office, community room with food preparation area, fitness center, a pool, tanning deck, outdoor grill and lounge area. 2. Fire Pit a. The fire pit area shall include hardscape and seating provisions. 3. Pet Park a. The Pet park shall include (2) waste receptacles, agility equipment, covered seating area, pet fountain, and adjacent pet wash station. The Pet Park shall be enclosed with a decorative, tubular metal fence. 4. Sports Court a. The sports court can be one of the following: Badminton, Basketball, Pickleball, Tennis, or two beach Volleyball courts. b. If a Pickleball, tennis, or badminton court is constructed, it shall be a coated asphalt regulation size court with permanent net fixture. 5. Nature Trail a. The trail shall be designed to a specification and finish intended to minimize impact to the surrounding undeveloped area, while allowing residents to enjoy the undisturbed natural features of the property. Final layout and finish specifications shall be approved by the Director of Development services prior to Site Plan approval. v. Private Outdoor Space. A minimum of 90% of multiple family units shall be provided with a private balcony or patio with a minimum depth of 6’ from the unit door and minimum usable sf of 70sf. 3. Tracts 1-C & 2-A: Mixed-Density (MD) District i. Lot size: 3,000 square feet ii. Common area lot tree requirement: the total trees on site required to be Canopy Trees may be reduced from 50% to 30% with the presentation of landscape plan. Page 11 of 12 iii. Every other lot is required to have a minimum of one tree per front yard. iv. Amenities 1. No more than one (1) amenity shall be required as apart of the Mixed Density Residential district as long as the density remains under 100 units. Otherwise, anything over 100 units will follow the table located under sec. 9.04.042(e)(A). 2. A pier or overlook at the pond shall qualify as a required amenity. v. Fencing 1. Masonry screening, if necessary, wall shall be constructed, owned, and maintained by the more intense use. 2. All other fencing constructed between residences can be wood. All wood fencing shall be at least six feet in height. Wood fencing shall be stained and sealed. Plastic and chain link fencing is prohibited. 4. Tracts 1-B & 2-B: Regional Commercial (C-2) District 5. Tract 3-A: Light Industrial (I-1)/Regional Commercial (C-2) District i. Uses permitted by right in the C-2 district shall be allowed by right; uses permitted by specific use permit in the C-2 district shall require a specific use permit. ii. Where conflicts exist between the C-2 & I-1 districts, the least restrictive regulation shall apply. iii. Outdoor Storage 1. May exceed the height of screening but shall be set back from the adjacent right-of-way a minimum of 50 feet. 2. Outdoor storage is limited to 20% of the total lot area. C. Tree Preservation a. Any trees that are preserved over and above the required amount for the multifamily lot shall be carried over and used for preservation on the Page 12 of 12 remaining zoned property per the Zoning Exhibit for the overall Planned Development. D. Plats and/or site plans submitted for the development of the PD shall conform to the data presented and approved on the Concept Plan. Non-substantial changes of detail on the final development plan(s) that differ from the Concept Plan may be authorized by the City Council with the approval of the final development plan(s) and without a public hearing. E. The Concept Plan will expire after two (2) years of approval. Item No. 7.d. City Council Agenda Staff Report Meeting Date: 6/25/2024 Staff Contact: Lauren Mecke AGENDA ITEM: Consider/Discuss/Action on a Resolution approving the Powell Corners, Concept Plan. (Planning Manager Lauren Mecke) SUMMARY: 312 multifamily dwelling units on one lot on 19.4± acres located on the west side of S. Powell Parkway, 2,490± feet south of W. White Street. The Concept Plan is associated with the zoning case and is contingent upon approval of the zoning case. The purpose for the Concept Plan is to show the conceptual layout and related site improvements of the multi-family development. The Concept Plan complies with the zoning district's area regulations as recommended by the Planning & Zoning Commission. FINANCIAL IMPACT: This item has no financial impact. BACKGROUND: At the May 6, 2024, Planning & Zoning Commission meeting, the recommendation of the concept plan was for approval with the condition of the changes to account for the rezoning request by a vote of 5-0-1. The applicant has made changes to the Concept Plan in conformance with the Mixed-Use District. STRATEGIC CONNECTIONS: This item supports the City of Anna Strategic Plan, specifically advancing the strategic outcome area: Unique. ATTACHMENTS: 1. Powell Corners Concept Plan Locator Map 2. RESOLUTION (CP) Powell Corners 3. Exhibit A (CP) Powell Corners with amendments SOFI ALNJE S S I C A LY N N L N LILIA NALN COUNTY ROAD 1036 ELENADRS POWELL PKWYNELSONSTREDFOXRDSHERWOODDRMASTON DRINDIANOLA TRL NOBLE FIR DRSANDALWOODLNSHARP STDRYCREEKWASH W A R N E R D R ALLYSSASTSLATERCREEKRDBROCK DRSTONERIDGEDR ELIJAH DR CHERRY BLOSSOM STNAOMILN JACQUELYNEDRGRAHAMRDABIGAIL LNMATHEW DR ROCKETBENDDRSTRAWBERRYHILLLNHAV E N D R AZALEASRUNDRCODY DRMAJESTICPALM STKADYNCE LN SU S A N S T LILLY LNCLARKSTM AV E R ICK ST RILEYDRW FINLEY BLVD MAE ST NU E H O F F CI R STARS D R CADESTSINTERURBANSTCAINDRROAD RUNNER RD JOYCTELIZABETH STCHERRYHILLDR AMYBLVD PEACHTREELN SILV E RLEAFLNLA K E VIEW DRNATHAN LN D AVID DR SEANSTJANA WAYNUEHOFFDRF L OR E N C E WAY OLIVER DR A D E LYN ST ETHAN CIR ADRIANADRGOULD WAYBENS DRCOWBOY WAYHAZELS WAYWILSONDRWESTFIELDDRB RITTANY DR KRISTINAST R O B E R T S TPEN N Y S T ANNECT BURGERT DRJOSI AHDRBRIDGEPORT DR ROCKRIDGE TRL ZELKOVABLVDBURLINGTONCRESTTRLERROLSTBROOKLYN DR THAYNEDRWESTWOOD CT TATE LN HILLRICHDRBURN STKATELYNNLNDEYADRMOMBIN ST CEDARELMDR TIA N A S T TAMARIND ST JUNIPER ST EVELYNCIRGARDENDALE HOLLOW LN RABBITRUN RD PARK VISTA DR EDWARD STISABELDRBRENTFIELD DR HUNTINGTON DR B E A R C R E E K D R ASKEWDRRENDYN ST SUNBEAM CV STAFFORDS POINT LN PISTACHIO DR FAITH LN E FINLEY BLVD B R O O K D RPRIVATEROAD5031COUNTY ROAD 422 CARINNA DRCUNNINGHAM BLVD LEONARDAVES RIGGINS STCOUNTY ROAD 423Copyright nearmap 2015 Subject Property City Limits ETJ ¯ 0 900 1,800450 Feet April 2024 H:\Notification Maps\Notification Maps\ Concept Plan - Powell Corners CITY OF ANNA, TEXAS RESOLUTION NO. _______________ A RESOLUTION OF THE CITY OF ANNA, TEXAS APPROVING THE POWELL CORNERS, CONCEPT PLAN WHEREAS, In order to provide for the orderly development of land within the Anna city limits and extraterritorial jurisdiction, the City Council of the City of Anna, Texas has adopted Article 9.02 (“Subdivision Regulation”) and Article 9.04 (“Zoning Ordinance”) of the Anna City Code of Ordinances; and WHEREAS, Ann Warren Hayslett has submitted an application for the approval of the Powell Corners, Concept Plan; and WHEREAS, the Concept Plan conforms to the Planned Development Standards and the city’s Subdivision Regulations and Zoning Ordinance; and NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ANNA, TEXAS, THAT: Section 1. Recitals Incorporated The recitals above are incorporated herein as if set forth in full for all purposes. Section 2. Approval of Concept Plan The City Council hereby approves the Powell Corners, Concept Plan attached hereto as Exhibit A. PASSED AND APPROVED by the City Council of the City of Anna, Texas, on this 25th day of June, 2024. ATTEST: APPROVED: _____________________________ ______________________________ City Secretary, Carrie L. Land Mayor, Pete Cain 9 12 12 12 7 9 9 211 3 11 12 11 12 1213 11 11 11 5 2 4 4 10 3 10 2 312 11 10 12 9 11 109 10 7 11 10 7 10 11 13 13 9 9 8 7 7 9 95 5 5 4 12 11 10 11 N CONTINENTAL PROPERTIES CITY OF ANNA, COLLIN COUNTY, TEXAS TM 8 1 4 4 W a l n u t H i l l S t e 7 5 0 , D a l l a s , T X 7 5 2 4 3 p h :9 7 2 .9 7 2 .4 2 5 0 m a n h a r d .c o m C i v i l E n g i n e e r s | S u r v e y o r s | W a t e r R e s o u r c e E n g i n e e r s | W a t e r & W a s t e W a t e r E n g i n e e r s C o n s t r u c t i o n M a n a g e r s | E n v i r o n m e n t a l S c i e n t i s t s | L a n d s c a p e A r c h i t e c t s | P l a n n e r s Texas Board of Prof essional Engineers & Land Surveyors Reg. No. F-10194754 (Surv), F-22053 (Eng) CSP CONCEPTUAL UTILITY LAYOUT ABS A0798 G STARK SURVEY, SHEET 1, TRACT 114, 22.4321 ACRES POWELL CORNERS BLOCK A, LOT 1 ±19.89 AC MULTIFAMILY UNITS MULTIFAMILY PARKING Item No. 7.e. City Council Agenda Staff Report Meeting Date: 6/25/2024 Staff Contact: Lauren Mecke AGENDA ITEM: Conduct a Public Hearing/Consider/Discuss/Action on an Ordinance to amend the Future Land Use Designation Place Type in the Future Land Use Plan of the Anna 2050 Comprehensive Plan of 20.5± acres located on North Powell Parkway from Ranching & Agriculture and Community Commercial to Regional Activity Center. (Planning Manager Lauren Mecke) SUMMARY: The applicant is proposing a multi-family development that would front along West Crossing Boulevard N and commercial development that would front N Powell Parkway. The Zoning Ordinance provides applicants with direction if their rezoning request is not in conformance with the Future Land Use Plan of the Comprehensive Plan. § 9.04.051 Entitlement and ordinance procedures. (a) Rezoning. (6) Standards.In its review of an application for rezoning, the city council shall consider the following standards. No single factor is controlling. Instead, each is weighed in relation to the other standards. If the planning and zoning commission finds that a rezoning is inconsistent with the land use element of the comprehensive plan, the application shall not be considered until a recommendation regarding a comprehensive plan amendment for the proposed zoning amendment is forwarded to the city council, either prior to or concurrently with the proposed zoning amendment. Surrounding Land Uses and Zoning North Civic Center (Public Works Building) zoned I-1 and PD (Ord. No. 485-2010) and vacant land in the ETJ East Across N Powell Parkway, Daycare zoned SF-E. South Self-Storage zoned PD (Ord. No. 554-2011) West Vacant land in the ETJ. Development Agreement for Anacapri North (Res. No. 2024-04-1618) Comprehensive Plan The Anna 2050 Future Land Use Plan identifies this area as Ranching & Agriculture and Community Commercial place types. The Preferred Scenario Diagram identifies this property as Estate Residential and Community Commercial. The applicant is requesting to amend the Future Land Use Plan by changing the designation of this area to Regional Activity Center for a multi-family and commercial development. At the time of adoption of the Comprehensive Plan in 2021, there were no planned developments in this area. The properties in this area were designated as Ranching & Agriculture because there is no access to sewer. Buildings on surrounding properties utilize septic systems. In the three years since, several Development Agreements, annexations with zoning, and construction of infrastructure have occurred which makes sewer connectivity possible for future development. FINANCIAL IMPACT: This item has no financial impact. BACKGROUND: At the June 3, 2024, Planning & Zoning Commission meeting, the recommendation of the Future Land Use Plan amendment request to Regional Activity Center was for approval by a vote of 6-0. STRATEGIC CONNECTIONS: This item supports the City of Anna Strategic Plan, specifically advancing the strategic outcome area: Unique. ATTACHMENTS: 1. Anna 23 Comp Plan Amendment Locator Map 2. Ordinance (FLUP Amendment)Anna 23 3. Exhibit A-1 GREENMEADOWS DRCEDARVIEWCOUNTY ROAD 1106 N POWELL PKWY COUNTY ROAD 373 BOWE N S T ABERDEEN DR KYLESTTHOUSANDOAKSDRW Y N D S O R T R L SAXON TRL BRYSON DR ASHLEY LNCOLLIN S TBENTLEY TRLGREYMOOREDRN STATE H IGHWAY 5BENTCREEKDRBUTLER ST Maxar, Microsoft, Copyright nearmap 2015 Subject Property City Limits ETJ ¯ 0 400 800200 Feet June 2024 H:\Notification Maps\Notification Maps\ Comp Plan Amendment - Anna 23 CITY OF ANNA, TEXAS ORDINANCE NO._________ AN ORDINANCE AMENDING ORDINANCE 903-2021 AMENDING THE COMPREHENSIVE PLAN OF THE CITY OF ANNA, TEXAS; ADOPTING REVISIONS TO THE CITY OF ANNA FUTURE LAND USE PLAN; PROVIDING FOR SAVINGS, SEVERABILITY, AND REPEALING CLAUSES; PROVIDING FOR AN EFFECTIVE DATE; AND PROVIDING FOR THE PUBLICATION OF THE CAPTION THEREOF. WHEREAS, on April 27, 2021, the City Council of the City of Anna, Texas (“City Council”), after a duly noticed public hearing, adopted a Comprehensive Plan for the City by Ordinance 903- 2021 on April 27, 2021; and, WHEREAS, the Comprehensive Plan includes the Future Lane Use Plan for the City of Anna; and, WHEREAS, the Future Land Use Plan should be amended from time to time to reflect the changing development needs of the community; and, NOW THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF ANNA, TEXAS, THAT: Section 1.The recitals contained in the preamble hereof are hereby found to be true, and such recitals are hereby made a part of this ordinance for all purposes and are adopted as a part of the judgement and findings of the City Council with respect to the amendments described herein. Section 2.The City Council of the City officially finds, determines, and declares that the City of Anna Comprehensive Plan is hereby amended with respect to the Future Land Use Plan as set forth in the original Comprehensive Plan adopted under Ordinance No. 903-2021 by replacing the Future Land Use Plan with the amended Future Land Use Plan set forth in the attached Exhibit A, incorporated herein for all purposes. Section 3.Upon adoption and execution of this ordinance, the City Secretary is directed to attach same and its exhibits to the original City of Anna Comprehensive Plan in all places where said Comprehensive Plan is filed as of public record or posted for public inspection. Section 4.If any provision of this ordinance or the application thereof to any person or circumstance shall be held invalid, the remainder of this ordinance and the application of such provision to other persons and circumstances shall nevertheless be valid, and the City Council hereby declares that this ordinance would have been enacted without such invalid provision. Section 5.It is officially found, determined, and declared that the meeting at which this ordinance is adopted was open to the public and public notice of the time, place, and subject matter of the public business to be considered at such meeting, including this ordinance, was given, all as required by Chapter 551, as amended, Texas Government Code. PASSED, APPROVED, AND ADOPTED on the first and final reading on this 25th day of June, 2024. ATTEST: APPROVED: __________________________ __________________________ City Secretary, Carrie L. Land Mayor, Pete Cain EXHIBIT “A” Item No. 7.f. City Council Agenda Staff Report Meeting Date: 6/25/2024 Staff Contact: Lauren Mecke AGENDA ITEM: Conduct a Public Hearing/Consider/Discuss/Action on an Ordinance to rezone 20.5± acres located on N. Powell Parkway from SF-E Single-Family Residential - Large Lot to Multi-Family (MF) & Regional Commercial (C-2). (Planning Manager Lauren Mecke) SUMMARY: The applicant is requesting to rezone 20.5± acres from SF-E Single-Family Residential - Large Lot to Multi-Family (MF) & Regional Commercial (C-2) for future multi-family and commercial development. REMARKS: 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, Anna 23, accompanies this request as Exhibit A. Surrounding Land Uses and Zoning North Civic Center (Public Works Building) zoned I-1 and PD (Ord. No. 485-2010) and vacant land in the ETJ East Across N Powell Parkway, Daycare zoned SF-E. South Self-Storage zoned PD (Ord. No. 554-2011) West Vacant land in the ETJ. Development Agreement (Res. No. 2024-04- 1618) Conformance with the Anna 2050 Comprehensive Plan This request is associated with the previous item. If Council approved the Future Land Use Plan amendment to Regional Activity Center, the request is in conformance with the Comprehensive Plan. If Council denied the Future Land Use Plan amendment to Regional Activity Center, the request is not in conformance with the Ranching and Agriculture place type and multi- family is not in conformance with the Community Commercial place type. FINANCIAL IMPACT: This item has no financial impact. BACKGROUND: At the June 3, 2024, Planning & Zoning Commission meeting, the recommendation of the zoning request was for approval by a vote of 6-0. STRATEGIC CONNECTIONS: This item supports the City of Anna Strategic Plan, specifically advancing the strategic outcome area: Unique. ATTACHMENTS: 1. Anna 23 Zoning Locator Map 2. Ordinance (Zoning) Anna 23 3. Exhibit 1A 4. Exhibit 1B 5. Exhibit 2 6. PZ - STAFF REPORT (Zoning) Anna 23 GREENMEADOWS DRCEDARVIEWCOUNTY ROAD 1106 N POWELL PKWY COUNTY ROAD 373 BOWE N S T ABERDEEN DR KYLESTTHOUSANDOAKSDRW Y N D S O R T R L SAXON TRL BRYSON DR ASHLEY LNCOLLIN S TBENTLEY TRLGREYMOOREDRN STATE H IGHWAY 5BENTCREEKDRBUTLER ST Copyright nearmap 2015 Subject Property 200' Notice Boundary City Limits ETJ ¯ 0 400 800200 Feet May 2024 H:\Notification Maps\Notification Maps\ Zoning - Anna 23 Page 1 of 2 CITY OF ANNA, TEXAS (Property rezoned under this ordinance is located on the west side of N. Powell Parkway, 1,010± feet north of Butler Street) ORDINANCE NO. ________________ AN ORDINANCE OF THE CITY OF ANNA, TEXAS AMENDING THE CITY’S COMPREHENSIVE PLAN, ZONING MAP, AND ZONING ORDINANCE AND CHANGING THE ZONING OF CERTAIN PROPERTY AS DESCRIBED HEREIN; PROVIDING FOR SAVINGS, REPEALING AND SEVERABILITY CLAUSES; PROVIDING FOR AN EFFECTIVE DATE; PROVIDING FOR A PENALTY CLAUSE NOT TO EXCEED $2,000 OR THE HIGHEST PENALTY AMOUNT ALLOWED BY LAW, WHICHEVER IS LESS; AND, PROVIDING FOR THE PUBLICATION OF THE CAPTION HEREOF. WHEREAS, the City of Anna, Texas (“City”) has previously adopted ordinances, rules and regulations governing the zoning in the City; and WHEREAS, the City has received a requested zoning change on Property described in Exhibit 1A and Exhibit 1B (“Property”) attached hereto and incorporated herein for all purposes as if set forth in full; and WHEREAS, said Property located on the west side of N. Powell Parkway, 1,010± feet north of Butler Street being rezoned from SF-E Single-Family Residential - Large Lot to Multi-Family (MF) & Regional Commercial (C-2); and WHEREAS, the Planning and Zoning Commission of the City and the City Council of the City of Anna (“City Council”) have given the requisite notices by publication and otherwise and have held the public hearings as required by law and afforded a full and fair hearing to all property owners and generally to all persons interested in and situated in the affected area and in the vicinity thereof, the City Council has concluded that the Zoning Ordinance of the City should be amended as set forth below. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF ANNA, TEXAS THAT: Section 1.Recitals Incorporated The above recitals are incorporated herein by reference for all purposes. Section 2.Zoning Change The Anna City Code of Ordinances are hereby amended by changing the zoning of the Property from SF-E Single-Family Residential - Large Lot to Multi-Family (MF) & Regional Commercial (C- 2) District zoning, as depicted in the Concept Plan on the attached Exhibit 2. Page 2 of 2 Section 3.Official Zoning Map The official Zoning Map of the City shall be corrected to reflect the change in zoning described herein. Section 4.Savings, Repealing and Severability Clauses It is hereby declared to be the intention of the City Council that the words, sentences, paragraphs, subdivisions, clauses, phrases, and provisions of this ordinance are severable and, if any phrase, sentence, paragraph, subdivision, clause, or provision of this ordinance shall be declared unconstitutional or otherwise invalid or inapplicable by the valid judgment or decree of any court of competent jurisdiction, such unconstitutionality, invalidity or inapplicability shall not affect any of the remaining words, sentences, paragraphs, subdivisions, clauses, phrases, or provisions of this ordinance, since the same would have been enacted by the City Council without the incorporation in this ordinance of any such unconstitutional, invalid or inapplicable words, sentences, paragraphs, subdivisions, clauses, phrases, or provisions. Further, all ordinances or parts of ordinances in force when the provisions of this ordinance become effective that are consistent and do not conflict with the terms and provisions of this ordinance are hereby ratified to the extent of such consistency and lack of conflict, and all ordinances or parts of ordinances in force when the provisions of this ordinance become effective that are inconsistent or in conflict with the terms and provisions contained in this ordinance are hereby repealed only to the extent of any such conflict. Section 5.Penalty Any violation of any of the terms of this ordinance, whether denominated in this ordinance as unlawful or not, shall be deemed a misdemeanor. Any person convicted of any such violation shall be fined in an amount not to exceed $2,000 for each incidence of violation. Each day a violation exists is considered a separate offense and will be punished separately. Section 6.Publication of the Caption and Effective Date This ordinance shall be effective upon its passage by the City Council, approval by the Mayor, and posting and/or publication, if required by law, of its caption. The City Secretary is hereby authorized and directed to implement such posting and/or publication. PASSED by the City Council of the City of Anna, Texas this 25th day of June, 2024. ATTESTED: APPROVED: ________________________________ _________________________ Carrie L. Land, City Secretary Pete Cain, Mayor Page 1 of 2 ZONING DESCRIPTION ANNA PKWY DEVELOPMENT, LLC 8.09 ACRES BEING a 8.09 acre tract of land situated in the Z. F. Lester Survey, Abstract Number 546 Collin County, Texas and being part of a tract of land described as “Tract 1” and “Tract 2” being all of Lot 1 and Lot 2 of Block B, Walnofer Addition, an addition to Collin County recorded in Volume P, Page 297 in deed to Anna Pkwy Development, LLC recorded in Instrument Number 20180702000822980, all of the Official Public Records of Collin County, Texas (O.P.R.C.C.T) and being more particularly described as follows: BEGINNING at the northeast corner of said Tract 1, being in the west right-of-way line of State Highway Number 5 (a variable width right-of-way) and the southeast corner of Lot 1, Block A of Anna Public Works Addition, an addition to Collin County recorded in Instrument Number 20080916010003300 O.P.R.C.C.T.; THENCE South 22° 14' 00" East, 814.12 feet with the east lines of said Tract 1, Tract 2 and said Lot 1 Block B Walnofer Addition to the southeast corner of said Tract 2 and said Lot 1, Block B, being the northeast corner of Lot 2, Block A of said Walnofer Addition; THENCE North 88° 58' 05" West, 238.99 feet departing said right-of-way line, with the common north line of said Lot 2, Block A and the south line of said Tract 2 and Lot 1 Block B; THENCE South 01° 01' 55" West, 15.00 feet, continuing with said common line; THENCE North 88° 58' 05" West, continuing with said common line and passing at a distance of 244.43 feet the southwest corner of said Lot 1, Block B and continuing with the south line of said Tract 2 and said Lot 2, Block B and the north line of said Lot 2, Block A, a total distance of 384.56 feet; THENCE North 00° 55' 09" East, 763.09 feet departing the south line of said Tract 2 and said Lot 2, Block B and the north line of said Lot 2, Block A, over and across said Tract 2 and said Lot 2, Block B and said Tract 1 to the north line of said Tract 1, being the south line of said Lot 1, Block A of Anna Public Works Addition; THENCE South 88° 56' 09" East, 303.49 feet with the north line of said Tract 1 and the south line of said Lot 1, Block A to the POINT OF BEGINNING and containing 352,481 square feet or 8.092 acres more or less. PART OFTRACT 1CALLED 15.528 ACRESANNA PKWY DEVELOPMENT, LLCINST. NO. 20180702000822980PART OFTRACT 2ANNA PKWY DEVELOPMENT, LLCINST. NO. 201807020008229808.09± ACRESAPPROXIMATE LOCATIONABSTRACT LINEPOINT OFBEGINNINGSTATE HIGHWAY NO. 5(VARIABLE WIDTH RIGHT-OF-WAY)54.43569.65244.43S88°56'09"E 303.49S22°14'00"E 814.12238.99N88°58'05"W15.00S01°01'55"W384.56N88°58'05"WN00°55'09"E 763.09 N:\0050926.00\06 CAD\DWG\SURVEY C3D\0050926.00_ZONING EXHIBIT EAST.DWG 0'200'400'© 2024 Westwood Professional Services, Inc.Common Ground AllianceCall 48 Hours before digging:811 or call811.comANNA, TEXAS2 OF 2BEING PART OF A CALLED 15.528ACRE TRACT AND PART OF LOT 1,AND LOT 2, BLOCK B, WALNOFERADDITION AND BEING LOCATEDIN THE Z.F. LESTER SURVEY,ABSTRACT NO. 546, COLLINCOUNTY, TEXASZONING EXHIBIT8.09± ACRESZONING EXHIBIT CITY OF ANNAPAGE NO.PROJECT NUMBER: 0050926.00Phone(214) 473-46402901 Dallas Parkway, Suite 400Toll Free(888) 937-5150Plano, TX 7509303/25/24This exhibit and the description attached were prepared usingrecord documents. No field work was collected ormonumentation verified on the ground.JASON B. ARMSTRONG RPLS NO. 5557TEXAS REGISTERED PROFESSIONAL LAND SURVEYORCALLED 2.30 ACRE, TEJAS LAND HOLDINGS LLC, INST. NO. 20200305000323160CALLED 3.10 ACRE, TEJAS LAND HOLDINGS LLC, INST. NO. 20200305000323170AB"This document was prepared under 22 Texas Administrative Code 138.95, does not reflect the resultsof an on the ground survey, and is not to be used to convey or establish interests in real property exceptthose rights and interests implied or established by the creation or reconfiguration of the boundary ofthe political subdivision for which it was prepared."TBPE FIRM REGISTRATION NO. F-11756TBPLS FIRM REGISTRATION NO. F-100743011" = 200'CITY OF ANNA(NOT TO SCALE)VICINITY MAPWINDHAM37611063725371377THOUSAND OAKS BUTLERSITEN. POWELL PKWY. Page 1 of 2 ZONING DESCRIPTION ANNA PKWY DEVELOPMENT, LLC 15.10 ACRES BEING a 15.10 acre tract of land situated in the Z. F. Lester Survey, Abstract Number 546 and the James C. Burge Survey, Abstract Number 106, Collin County, Texas and being part of a tract of land described as “Tract 1” and “Tract 2” in deed to Anna Pkwy Development, LLC recorded in Instrument Number 20180702000822980, all of the Official Public Records of Collin County, Texas (O.P.R.C.C.T) and being part of Lot 2 of Block B, Walnofer Addition, an addition to Collin County recorded in Volume P, Page 297 O.P.R.C.C.T. and being more particularly described as follows: COMMENCING at the northeast corner of said Tract 1, being in the west right-of-way line of State Highway Number 5 (a variable width right-of-way) and the southeast corner of Lot 1, Block A of Anna Public Works Addition, an addition to Collin County recorded in Instrument Number 20080916010003300 O.P.R.C.C.T.; THENCE North 88°56’09” West, 303.49 feet departing said west right-of-way line, with the north line of said Tract 1 and the south line of said Lot 1, Block A to the POINT OF BEGINNING; THENCE South 00° 55' 09" West, 763.09 feet departing the north line of said Tract 1 and the south line of said Lot 1, Block A over and across said Tract 1, Tract 2 and said Lot 2, Block B to the south line of said Tract 2 and Lot 2, Block B being the north line of Lot 2, Block A of Walnofer Addition, an addition to Collin County recorded in Volume P, Page 297 O.P.R.C.C.T.; THENCE North 88° 58' 05" West, 865.30 feet with the south line of said Tract 2 and said Lot 2, Block B and the north line of said Lot 2, Block A to the southwest corner of said Tract 2 and said Lot 2, Block B, being the northwest corner of said Lot 2, Block A and being in the east line of a called 68.01 acre tract of land described in deed to Anacapri Laguna Azure, LLC recorded in Instrument Number 2022000084315 O.P.R.C.C.T.; THENCE North 01° 24' 55" East, 239.60 feet with the west line of said Tract 2 and said Lot 2, Block B and the east line of said 68.01 acre tract to the northwest corner of said Tract 1 and said Lot 2, Block B and the southwest corner of said Tract 1; THENCE North 01° 31' 15" East, 524.00 feet continuing with the west line of said Tract 1, and the east line of said 68.01 acre tract to the northwest corner of said Tract 1, being the southwest corner of a called 2.30 acre tract of land described in deed to Tejas Land Holdings LLC, recorded in Instrument Number 20200305000323160 O.P.R.C.C.T.; THENCE South 88° 56' 09" East, departing the east line of said 68.01 acre tract, with the north line of said Tract 1 and the south line of said 2.30 acre tract, passing at a distance of 148.99 feet the southeast corner of said 2.30 acre tract, being the southwest corner of a called 3.10 acre tract of land described in deed to Tejas Land Holdings LLC, recorded in Instrument Number 20200305000323170 O.P.R.C.C.T. and continuing with the north line of said Tract 1 and the south line of said 3.10 acre tract passing at an additional 201.16 feet, the southeast corner of said 3.10 acre tract, being the southwest corner of the aforementioned Lot 1, Block A, Anna Public Works Addition, and continuing with the north line of said Tract 1 and the south line of said Lot 1, Block A, for a combined total distance of 857.72 feet to the POINT OF BEGINNING and containing 657,732 square feet or 15.099 acres more or less. PART OFTRACT 1CALLED 15.528 ACRESANNA PKWY DEVELOPMENT, LLCINST. NO. 20180702000822980PART OFTRACT 2ANNA PKWY DEVELOPMENT, LLCINST. NO. 2018070200082298015.10± ACRESAPPROXIMATE LOCATIONABSTRACT LINEPOINT OFBEGINNINGSTATE HIGHWAY NO. 5(VARIABLE WIDTH RIGHT-OF-WAY)201.16148.99N88°58'05"W 865.30239.60N01°24'55"E N01°31'15"E 524.00 S88°56'09"E 857.72S00°55'09"W 763.09 303.49N88°56'09"WPOINT OFCOMMENCINGN:\0050926.00\06 CAD\DWG\SURVEY C3D\0050926.00_ZONING EXHIBIT WEST.DWG © 2024 Westwood Professional Services, Inc.Common Ground AllianceCall 48 Hours before digging:811 or call811.comANNA, TEXAS2 OF 2BEING PART OF A CALLED 15.528ACRE TRACT AND PART OFLOT 2, BLOCK B, WALNOFERADDITION AND BEING LOCATEDIN THE Z.F. LESTER SURVEY,ABSTRACT NO. 546, JAMES C.BURGE SURVEY, ABSTRACT NO.106, COLLIN COUNTY, TEXASZONING EXHIBIT15.10± ACRESZONING EXHIBIT CITY OF ANNAPAGE NO.PROJECT NUMBER: 0050926.0003/25/24This exhibit and the description attached were prepared usingrecord documents. No field work was collected ormonumentation verified on the ground.JASON B. ARMSTRONG RPLS NO. 5557TEXAS REGISTERED PROFESSIONAL LAND SURVEYORCALLED 2.30 ACRE, TEJAS LAND HOLDINGS LLC, INST. NO. 20200305000323160CALLED 3.10 ACRE, TEJAS LAND HOLDINGS LLC, INST. NO. 20200305000323170AB"This document was prepared under 22 Texas Administrative Code 138.95, does not reflect the resultsof an on the ground survey, and is not to be used to convey or establish interests in real property exceptthose rights and interests implied or established by the creation or reconfiguration of the boundary ofthe political subdivision for which it was prepared."Phone(214) 473-46402901 Dallas Parkway, Suite 400Toll Free(888) 937-5150Plano, TX 75093TBPE FIRM REGISTRATION NO. F-11756TBPLS FIRM REGISTRATION NO. F-100743010'200'400'1" = 200'CITY OF ANNA(NOT TO SCALE)VICINITY MAPWINDHAM37611063725371377THOUSAND OAKS BUTLERSITEN. POWELL PKWY. 20' UTILITYEASEMENT80' ROW GATED ENTRY/ EXIT 440' TO NEAREST DR IVEWAY282' TO NEAREST DR IVEWAY775' TO CR 373 x POWELL PARKWAY INTERSECT ION282' TO NEAREST DR IVEWAY705' TO CR 373 x FUTURE WEST CROSSING BOULEVARD INTERSECTIONGATED ENTRY/EXIT 26' FIRE LANE 26' FIRELANE755 7517527 5 3 75 4 756757758 753754752 753 754 7 5 5 756 755 754753752 752751754756 755754753753 7 5 0 7497 5 1 752 75 3765 STREAM PER NWI DATASET 50' MUTUAL ACCESS & UTILITY EASEMENTR30'R 3 0 'R3 0'R30'R 30'R3 0'R30'R3 0'R 30'R3 0 ' R 30'R3 0'R30'R 30'R3 0' R 30'R 30'R30 'R 3 0 'R3 0' R 3 0 ' R 30'R30'R30'R30'R30'R30'R3 0'R30'R 3 0'R30 'R 3 0'R3 0'R 30'R3 0 'R30'R30'R 30' R30' R 30'R30'R3 0'R30'R30'R30'R30 'R3 0 'R30'24' FIRELANE24' FIR E LANE 30' F IRELANE30' FIRE LANE 30' FIRE LANE 24' FIRELANE26' FIRE LANE 26' FIRE LANE26' FIRELANE26' FIRELANE26' FIRELANE26' FIRE LANE 26' FIRE LANE 26' FIRE LANE 26' FIRE LANE 24' FIRELANE24' FIRELANE24' FIRELANE24' FIRE LANE 24' FIR E LANE 24' FIR E LANE24' F IRELANE24' F IRELANE 24' FIRELANE30' FIRELANE24' FIRE LANE 24' FIRE LANE TEXAS STATE H IGHWAY NO . 5 PROPERTY ID: 2647351 LEGAL: ANNA PUBLIC WORKS ADDITION (CAN), BLK A, LOT 1 OWNER: ANNA CITY OF LAND USE: INSTITUTIONAL - CITY PROPERTY ID: 1007591 LEGAL: ABS A0546 Z F LESTER SURVEY, TRACT 2, 3.1 ACRES OWNER: TEJAS LAND HOLDINGS LLC D/B/A TEJAS LAND HOLDINGS LLC - SERIES E LAND USE: AGRICULTURAL/UNDEVELOPED PROPERTY ID: 2800931 LEGAL: ABS A0106 J C BURGE SURVEY, TRACT 1, 68.01 ACRES OWNER: ANACAPRI LAGUNA AZURE LLC LAND USE: AGRICULTURAL/UNDEVELOPED PROPERTY ID: 2534974 LEGAL: WALNOFER ADDITION, BLK A, LOT 2 OWNER: CASTLEROCK INTERESTS #5 LLC LAND USE: REAL COMMERCIAL PROPERTY ID: 2534972 LEGAL: WALNOFER ADDITION, BLK A, LOT 1 OWNER: CASTLEROCK INTERESTS #5 LLC LAND USE: REAL OFFICE COMMERCIALFUTURE WEST CROSSING BOULEVARDPROPERTY ID: 1001418 LEGAL: ABS A0106 J C BURGE SURVEY, TRACT 7, 2.3 ACRES; SN1: EMHOK12041, HUD1: TRA0185265 OWNER: TEJAS LAND HOLDINGS LLC D/B/A TEJAS LAND HOLDINGS LLC - SERIES D LAND USE: AGRICULTURAL/UNDEVELOPED POOL COURTYARDOFFICE & AMENITY CENTER OPEN SPACE & DETENTION BUILDING 1 3 STORIES 34 UNITS BUILDING 2 3 STORIES 34 UNITS BUILDING 5 3 STORIES 50 UNITS BUILDING 4 3 STORIES 50 UNITS BUILDING 6 3 STORIES 32 UNITS BUILDING 7 3 STORIES 32 UNITS BUILDING 3 3 STORIES 34 UNITS BUILDING 8 3 STORIES 34 UNITS RETAIL 1 RETAIL 2RESTAURANT 1 RETAIL 1 RETAIL 2 GROCERY 1 RETAIL 125' BUILDINGSETBACK25' BUILDING SETBACK 25' BUILDINGSETBACK120' R O W 25' LA N D S C A P E BUFFE R25' LANDSCAPE BUFFER 25' BUILDING SETBACK 25' LANDSCAPE BUFFER 30'31' 3 0 '31'30'14'30'R30' R 3 0 'PROPERTY ID: 2721038 LEGAL: ABS A0546 Z F LESTER SURVEY, TRACT 10, 1.923 ACRES OWNER: MARSKY GROUP LLC LAND USE: COMMERCIAL LOT 4 BLOCK A ±15.16 AC. LOT 1 BLOCK A ±15.16 AC. LOT 2 BLOCK A ±15.16 AC. LOT 3. BLOCK A ±15.16 AC.R30'Plot Date/Time: 5/28/2024 10:24 AMN:\0050926.00\06 CAD\DWG\Site Design C3D\Civil_Plans\00509260.00-C-SITE-EXHIBTCONCEPT PLAN ANNA 23: MUTI-FAMILY OPTION 23.3 ACRES CITY OF ANNA, COLLIN COUNTY, TEXAS ABS A0106 J C BURGE SURVEY, TRACT 6, 1.792 ACRES; ABS A0546 Z F LESTER SURVEY, TRACT 6, 13.5359 ACRES; WALNOFER ADDITION, BLK B, LOT 2; WALNOFER ADDITION, BLK B, LOT 1 DATE: 05/28/2024 THE SITE PLAN IS FOR CITY REVIEW ONLY TO ILLUSTRATE COMPLIANCE WITH ZONING AND DEVELOPMENT REGULATIONS. IT IS NOT INTENDED FOR CONSTRUCTION PURPOSES. 0'180'120'60' PROPOSED FIRELANE ACCESSIBLE CROSSWALK PROP. ACCESSIBLE ROUTE NOTES: 1.ALL DIMENSIONS ARE TO FACE OF CURB, FACE OF WALL, FACE OF BUILDING, CENTER OF STRIPING, OR PROPERTY LINE UNLESS OTHERWISE NOTED. 2.REFER TO ARCHITECTURAL AND STRUCTURAL PLANS FOR BUILDING AND DUMPSTER ENCLOSURE LAYOUT AND DESIGN. 3.REFER TO LANDSCAPE PLANS FOR FENCE AND HARDSCAPE LAYOUT AND DESIGN. 4.ALL MECHANICAL EQUIPMENT, DUMPSTERS, ROOFTOP UNITS, ETC SHALL BE SCREENED IN COMPLIANCE WITH THE ZONING ORDINANCE. 5.ALL LIGHTING SHALL COMPLY WITH THE ZONING ORDINANCE. 6.ALL PROPOSED RAMPS TO FOLLOW THE ARCHITECTURAL BARRIERS TEXAS ACCESSIBILITY STANDARDS (TAS). 7.BEARINGS AND DISTANCES WERE CREATED FROM COUNTY PARCELS, NOT WITH SURVEY DATA. 8.MINIMUM SPACING BETWEEN BUILDINGS IS 10 FEET. 9.IN COMPLIANCE WITH FUTURE WEST CROSSINGS BLVD LISTED AS A MAJOR COLLECTOR (80' R.O.W.) AND STATE HIGHWAY 5 LISTED AS A MAJOR HIGHWAY (120' ROW). LEGEND PROPERTY LINE EASEMENT LINE REFUSE FACILITY COVERED PARKING CITY OF ANNA (NOT TO SCALE) VICINITY MAP WINDHAM376 1106 372 5 371 377 THOUSAND OAKSBUTLER SITE N. POWELL PKWY . 25' X 25' V.A.M. 25' X 25' V.A.M.25' X 25' V.A.M. EXISTING 50' DRIVEWAY EXISTING 40' DRIVEWAY SCALE: 1" = 60' EXHIBIT A P&Z COMMISSION CITY OF ANNA APPROVED JUNE 25, 2023 CITY COUNCIL CITY OF ANNA APPROVED JUNE 3, 2023 2 Plot Date/Time: 5/28/2024 10:24 AMN:\0050926.00\06 CAD\DWG\Site Design C3D\Civil_Plans\00509260.00-C-SITE-EXHIBTTHE SITE PLAN IS FOR CITY REVIEW ONLY TO ILLUSTRATE COMPLIANCE WITH ZONING AND DEVELOPMENT REGULATIONS. IT IS NOT INTENDED FOR CONSTRUCTION PURPOSES. NOTES: 1.FOR TYPICAL PAVEMENT SECTIONS SEE SHEET ##. 2.REFER TO CITY OF _______ CONSTRUCTION STANDARD DETAILS FOR CONSTRUCTION NOTES AND STANDARD DETAILS. 3.THE CITY OF _______ DESIGN AND CONSTRUCTION STANDARDS APPLY WHETHER INDICATED ON THESE PLANS OR NOT. 4.REFER TO LANDSCAPE/HARDSCAPE PLANS FOR SIDEWALKS TO BE BUILT BY DEVELOPER. 5.ALL DIMENSIONS ARE TO BACK OF CURB UNLESS OTHERWISE NOTED ON PLANS. 6.ALL STREET CURB RETURNS ARE 20' RADIUS AND ALL ALLEY CURB RETURNS ARE 15' RADIUS UNLESS OTHERWISE NOTED ON PLANS. 7.ALL ELEVATIONS REFER TO TOP OF CURB UNLESS OTHERWISE NOTED. 8.BARRIER FREE RAMPS SHALL BE CONSTRUCTED BY PAVING CONTRACTOR. LEGEND KEY MAPN PROPOSED CURB INLET PROPOSED RAMP INDICATES SIDE OF LOT WHERE DRIVEWAY MUST BE LOCATED PROPOSED PAVEMENT PROPOSED SIDEWALK (DEVELOPER) PROPOSED SIDEWALK (HOME BUILDER CONCEPT PLAN ANNA 23: MUTI-FAMILY OPTION 23.3 ACRES CITY OF ANNA, COLLIN COUNTY, TEXAS ABS A0106 J C BURGE SURVEY, TRACT 6, 1.792 ACRES; ABS A0546 Z F LESTER SURVEY, TRACT 6, 13.5359 ACRES; WALNOFER ADDITION, BLK B, LOT 2; WALNOFER ADDITION, BLK B, LOT 1 DATE: 05/28/2024 SCALE: 1" = 60' Page 1 of 6 CITY OF ANNA Planning & Zoning Commission June 3, 2024 Zoning: Anna 23 Applicant: Anna Pkwy Development LLC DESCRIPTION: Conduct a Public Hearing/Consider/Discuss/Action on a request to amend the Future Land Use Designation Place Type in the Comprehensive Plan, annex and zone 2.5± acres and rezone 20.5± acres located on North Powell Parkway from SF-E Single-Family Residential - Large Lot to Multi-Family (MF) & Regional Commercial (C-2). REMARKS: 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, Anna 23, accompanies this request as Exhibit A. Surrounding Land Uses and Zoning North Civic Center (Public Works Building) zoned I-1 and PD (Ord. No. 485-2010) and vacant land in the ETJ East Across N Powell Parkway, Daycare zoned SF-E. South Self-Storage zoned PD (Ord. No. 554-2011) West Vacant land in the ETJ. Development Agreement (Res. No. 2024- 04-1618) Page 2 of 6 Conformance with the Anna 2050 Comprehensive Plan The Anna 2050 Future Land Use Plan identifies this area as Ranching & Agriculture and Community Commercial place types. The applicant is requesting to amend the Future Land Use Plan by changing the designation of this area to Regional Activity Center. On the following pages are the pages from the Comprehensive Plan for these place types. The Preferred Scenario Diagram identifies this property as Estate Residential and Community Commercial. The proposed MF zoning district does not conform to the Ranching & Agriculture nor Estate Residential place types but C-2 does conform to the Community Commercial place type. MF & C-2 conform to the Regional Activity Center place type. Page 3 of 6 Page 4 of 6 Page 5 of 6 Page 6 of 6 SUMMARY: Request to amend the Future Land Use Designation Place Type in the Comprehensive Plan, annex and zone 2.5± acres and rezone 20.5± acres located on North Powell Parkway from SF-E Single-Family Residential - Large Lot to Multi-Family (MF) & Regional Commercial (C-2). The request is not in conformance with the current Future Land Use Plan nor Preferred Scenario Diagram within the Anna 2050 Comprehensive Plan. The applicant is requesting a recommendation to amend the Future Land Use Plan for this area to be identified as Regional Activity Center. RECOMMENDATION: The Planning & Zoning Commission can choose to make one motion for both recommendations of the Comprehensive Plan and Zoning or make two separate motions. The Planning & Zoning Commission shall make a recommendation to City Council: (i) To approve the Comprehensive Plan amendment and rezoning, or (ii) To deny the Comprehensive Plan amendment and rezoning, or (iii) To approve the Comprehensive Plan amendment and approve the rezoning with conditions. Item No. 7.g. City Council Agenda Staff Report Meeting Date: 6/25/2024 Staff Contact: Lauren Mecke AGENDA ITEM: Consider/Discuss/Action on a Resolution approving the Anna 23, Concept Plan. (Planning Manager Lauren Mecke) SUMMARY: 300 Multi-Family Dwellings on one lot on 15.2± acres and Retail and Restaurants on 8.1± acres located on the west side of N. Powell Parkway, 1,010± feet north of Butler Street. The Concept Plan is associated with the zoning case and is contingent upon approval of the zoning case. The purpose for the Concept Plan is to show the conceptual layout and related site improvements and locations associated with the multi-family & commercial development. The Concept Plan complies with the zoning district's area regulations as requested by the zoning case. FINANCIAL IMPACT: This item has no financial impact. BACKGROUND: At the June 3, 2024, Planning & Zoning Commission meeting, the recommendation of the concept plan was for approval by a vote of 6-0. STRATEGIC CONNECTIONS: This item supports the City of Anna Strategic Plan, specifically advancing the strategic outcome area: Unique. ATTACHMENTS: 1. Anna 23 Concept Plan Locator Map 2. RESOLUTION - (CP) Anna 23 3. Exhibit A (CP) Anna 23 CEDARVIEWCOUNTY ROAD 373 SAXONTRL BRYSON DRN STATEHIGHWAY 5 COUNTY ROAD 1106 A B ERDEEN DR N POWELL PKWYGREYMOOREDRCopyright nearmap 2015 Subject Property City Limits ETJ ¯ 0 300 600150 Feet May 2024 H:\Notification Maps\Notification Maps\ Concept Plan - Anna 23 CITY OF ANNA, TEXAS RESOLUTION NO. _______________ A RESOLUTION OF THE CITY OF ANNA, TEXAS APPROVING THE ANNA 23, CONCEPT PLAN WHEREAS, In order to provide for the orderly development of land within the Anna city limits and extraterritorial jurisdiction, the City Council of the City of Anna, Texas has adopted Article 9.02 (“Subdivision Regulation”) and Article 9.04 (“Zoning Ordinance”) of the Anna City Code of Ordinances; and WHEREAS, Anna Pkwy Development LLC have submitted an application for the approval of the Anna 23, Concept Plan; and WHEREAS, the Concept Plan conforms to the city’s Subdivision Regulations and Zoning Ordinance; and NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ANNA, TEXAS, THAT: Section 1. Recitals Incorporated The recitals above are incorporated herein as if set forth in full for all purposes. Section 2. Approval of Concept Plan The City Council hereby approves the Anna 23, Concept Plan attached hereto as Exhibit A. PASSED AND APPROVED by the City Council of the City of Anna, Texas, on this 25th day of June, 2024. ATTEST: APPROVED: _____________________________ ______________________________ City Secretary, Carrie L. Land Mayor, Pete Cain 20' UTILITYEASEMENT80' ROW GATED ENTRY/ EXIT 440' TO NEAREST DR IVEWAY282' TO NEAREST DR IVEWAY775' TO CR 373 x POWELL PARKWAY INTERSECT ION282' TO NEAREST DR IVEWAY705' TO CR 373 x FUTURE WEST CROSSING BOULEVARD INTERSECTIONGATED ENTRY/EXIT 26' FIRE LANE 26' FIRELANE755 7517527 5 3 75 4 756757758 753754752 753 754 7 5 5 756 755 754753752 752751754756 755754753753 7 5 0 7497 5 1 752 75 3765 STREAM PER NWI DATASET 50' MUTUAL ACCESS & UTILITY EASEMENTR30'R 3 0 'R3 0'R30'R 30'R3 0'R30'R3 0'R 30'R3 0 ' R 30'R3 0'R30'R 30'R3 0' R 30'R 30'R30 'R 3 0 'R3 0' R 3 0 ' R 30'R30'R30'R30'R30'R30'R3 0'R30'R 3 0'R30 'R 3 0'R3 0'R 30'R3 0 'R30'R30'R 30' R30' R 30'R30'R3 0'R30'R30'R30'R30 'R3 0 'R30'24' FIRELANE24' FIR E LANE 30' F IRELANE30' FIRE LANE 30' FIRE LANE 24' FIRELANE26' FIRE LANE 26' FIRE LANE26' FIRELANE26' FIRELANE26' FIRELANE26' FIRE LANE 26' FIRE LANE 26' FIRE LANE 26' FIRE LANE 24' FIRELANE24' FIRELANE24' FIRELANE24' FIRE LANE 24' FIR E LANE 24' FIR E LANE24' F IRELANE24' F IRELANE 24' FIRELANE30' FIRELANE24' FIRE LANE 24' FIRE LANE TEXAS STATE H IGHWAY NO . 5 PROPERTY ID: 2647351 LEGAL: ANNA PUBLIC WORKS ADDITION (CAN), BLK A, LOT 1 OWNER: ANNA CITY OF LAND USE: INSTITUTIONAL - CITY PROPERTY ID: 1007591 LEGAL: ABS A0546 Z F LESTER SURVEY, TRACT 2, 3.1 ACRES OWNER: TEJAS LAND HOLDINGS LLC D/B/A TEJAS LAND HOLDINGS LLC - SERIES E LAND USE: AGRICULTURAL/UNDEVELOPED PROPERTY ID: 2800931 LEGAL: ABS A0106 J C BURGE SURVEY, TRACT 1, 68.01 ACRES OWNER: ANACAPRI LAGUNA AZURE LLC LAND USE: AGRICULTURAL/UNDEVELOPED PROPERTY ID: 2534974 LEGAL: WALNOFER ADDITION, BLK A, LOT 2 OWNER: CASTLEROCK INTERESTS #5 LLC LAND USE: REAL COMMERCIAL PROPERTY ID: 2534972 LEGAL: WALNOFER ADDITION, BLK A, LOT 1 OWNER: CASTLEROCK INTERESTS #5 LLC LAND USE: REAL OFFICE COMMERCIALFUTURE WEST CROSSING BOULEVARDPROPERTY ID: 1001418 LEGAL: ABS A0106 J C BURGE SURVEY, TRACT 7, 2.3 ACRES; SN1: EMHOK12041, HUD1: TRA0185265 OWNER: TEJAS LAND HOLDINGS LLC D/B/A TEJAS LAND HOLDINGS LLC - SERIES D LAND USE: AGRICULTURAL/UNDEVELOPED POOL COURTYARDOFFICE & AMENITY CENTER OPEN SPACE & DETENTION BUILDING 1 3 STORIES 34 UNITS BUILDING 2 3 STORIES 34 UNITS BUILDING 5 3 STORIES 50 UNITS BUILDING 4 3 STORIES 50 UNITS BUILDING 6 3 STORIES 32 UNITS BUILDING 7 3 STORIES 32 UNITS BUILDING 3 3 STORIES 34 UNITS BUILDING 8 3 STORIES 34 UNITS RETAIL 1 RETAIL 2RESTAURANT 1 RETAIL 1 RETAIL 2 GROCERY 1 RETAIL 125' BUILDINGSETBACK25' BUILDING SETBACK 25' BUILDINGSETBACK120' R O W 25' LA N D S C A P E BUFFE R25' LANDSCAPE BUFFER 25' BUILDING SETBACK 25' LANDSCAPE BUFFER 30'31' 3 0 '31'30'14'30'R30' R 3 0 'PROPERTY ID: 2721038 LEGAL: ABS A0546 Z F LESTER SURVEY, TRACT 10, 1.923 ACRES OWNER: MARSKY GROUP LLC LAND USE: COMMERCIAL LOT 4 BLOCK A ±15.16 AC. LOT 1 BLOCK A ±15.16 AC. LOT 2 BLOCK A ±15.16 AC. LOT 3. BLOCK A ±15.16 AC.R30'Plot Date/Time: 5/28/2024 10:24 AMN:\0050926.00\06 CAD\DWG\Site Design C3D\Civil_Plans\00509260.00-C-SITE-EXHIBTCONCEPT PLAN ANNA 23: MUTI-FAMILY OPTION 23.3 ACRES CITY OF ANNA, COLLIN COUNTY, TEXAS ABS A0106 J C BURGE SURVEY, TRACT 6, 1.792 ACRES; ABS A0546 Z F LESTER SURVEY, TRACT 6, 13.5359 ACRES; WALNOFER ADDITION, BLK B, LOT 2; WALNOFER ADDITION, BLK B, LOT 1 DATE: 05/28/2024 THE SITE PLAN IS FOR CITY REVIEW ONLY TO ILLUSTRATE COMPLIANCE WITH ZONING AND DEVELOPMENT REGULATIONS. IT IS NOT INTENDED FOR CONSTRUCTION PURPOSES. 0'180'120'60' PROPOSED FIRELANE ACCESSIBLE CROSSWALK PROP. ACCESSIBLE ROUTE NOTES: 1.ALL DIMENSIONS ARE TO FACE OF CURB, FACE OF WALL, FACE OF BUILDING, CENTER OF STRIPING, OR PROPERTY LINE UNLESS OTHERWISE NOTED. 2.REFER TO ARCHITECTURAL AND STRUCTURAL PLANS FOR BUILDING AND DUMPSTER ENCLOSURE LAYOUT AND DESIGN. 3.REFER TO LANDSCAPE PLANS FOR FENCE AND HARDSCAPE LAYOUT AND DESIGN. 4.ALL MECHANICAL EQUIPMENT, DUMPSTERS, ROOFTOP UNITS, ETC SHALL BE SCREENED IN COMPLIANCE WITH THE ZONING ORDINANCE. 5.ALL LIGHTING SHALL COMPLY WITH THE ZONING ORDINANCE. 6.ALL PROPOSED RAMPS TO FOLLOW THE ARCHITECTURAL BARRIERS TEXAS ACCESSIBILITY STANDARDS (TAS). 7.BEARINGS AND DISTANCES WERE CREATED FROM COUNTY PARCELS, NOT WITH SURVEY DATA. 8.MINIMUM SPACING BETWEEN BUILDINGS IS 10 FEET. 9.IN COMPLIANCE WITH FUTURE WEST CROSSINGS BLVD LISTED AS A MAJOR COLLECTOR (80' R.O.W.) AND STATE HIGHWAY 5 LISTED AS A MAJOR HIGHWAY (120' ROW). LEGEND PROPERTY LINE EASEMENT LINE REFUSE FACILITY COVERED PARKING CITY OF ANNA (NOT TO SCALE) VICINITY MAP WINDHAM376 1106 372 5 371 377 THOUSAND OAKSBUTLER SITE N. POWELL PKWY . 25' X 25' V.A.M. 25' X 25' V.A.M.25' X 25' V.A.M. EXISTING 50' DRIVEWAY EXISTING 40' DRIVEWAY SCALE: 1" = 60' Plot Date/Time: 5/28/2024 10:24 AMN:\0050926.00\06 CAD\DWG\Site Design C3D\Civil_Plans\00509260.00-C-SITE-EXHIBTTHE SITE PLAN IS FOR CITY REVIEW ONLY TO ILLUSTRATE COMPLIANCE WITH ZONING AND DEVELOPMENT REGULATIONS. IT IS NOT INTENDED FOR CONSTRUCTION PURPOSES. NOTES: 1.FOR TYPICAL PAVEMENT SECTIONS SEE SHEET ##. 2.REFER TO CITY OF _______ CONSTRUCTION STANDARD DETAILS FOR CONSTRUCTION NOTES AND STANDARD DETAILS. 3.THE CITY OF _______ DESIGN AND CONSTRUCTION STANDARDS APPLY WHETHER INDICATED ON THESE PLANS OR NOT. 4.REFER TO LANDSCAPE/HARDSCAPE PLANS FOR SIDEWALKS TO BE BUILT BY DEVELOPER. 5.ALL DIMENSIONS ARE TO BACK OF CURB UNLESS OTHERWISE NOTED ON PLANS. 6.ALL STREET CURB RETURNS ARE 20' RADIUS AND ALL ALLEY CURB RETURNS ARE 15' RADIUS UNLESS OTHERWISE NOTED ON PLANS. 7.ALL ELEVATIONS REFER TO TOP OF CURB UNLESS OTHERWISE NOTED. 8.BARRIER FREE RAMPS SHALL BE CONSTRUCTED BY PAVING CONTRACTOR. LEGEND KEY MAPN PROPOSED CURB INLET PROPOSED RAMP INDICATES SIDE OF LOT WHERE DRIVEWAY MUST BE LOCATED PROPOSED PAVEMENT PROPOSED SIDEWALK (DEVELOPER) PROPOSED SIDEWALK (HOME BUILDER CONCEPT PLAN ANNA 23: MUTI-FAMILY OPTION 23.3 ACRES CITY OF ANNA, COLLIN COUNTY, TEXAS ABS A0106 J C BURGE SURVEY, TRACT 6, 1.792 ACRES; ABS A0546 Z F LESTER SURVEY, TRACT 6, 13.5359 ACRES; WALNOFER ADDITION, BLK B, LOT 2; WALNOFER ADDITION, BLK B, LOT 1 DATE: 05/28/2024 SCALE: 1" = 60' Item No. 7.h. City Council Agenda Staff Report Meeting Date: 6/25/2024 Staff Contact: Justin Clay AGENDA ITEM: Consider/Discuss/Action on a Resolution authorizing the City Manager to execute a contract with Blue Star Utilities to construct the Hurricane Creek Wastewater Interceptor Line. (CIP Manager Justin Clay) SUMMARY: This item is for the City Council to consider awarding the construction contract for the Hurricane Creek Wastewater Interceptor Line capital improvement project to Blue Star Utilities, LLC. The City bid the project publicly, and opened bids on Tuesday, June 18, 2024. The lowest qualified bid was received from Blue Star Utilities, LLC. Staff reviewed the qualifications, experience, and capabilities of Blue Star and finds them to be qualified to perform the work. FINANCIAL IMPACT: Initial funding for the Hurricane Creek Sewer Line North project was appropriated in the FY2024 Community Investment Program budget from the Wastewater Impact Fee Fund. Additionally, revenue bonds in the amount of $12 million are being issued in August to fund construction of this necessary project. The cost of this construction contract is not to exceed $10 million. BACKGROUND: The Hurricane Creek Interceptor Line is critical to providing city sewer service to the west side of US 75. The project is included in the City's 10-year Capital Improvement Plan and is shown on the City's Wastewater Master Plan. The sewer line will convey sewer from north to south, and into the new Hurricane Creek Wastewater Treatment Plant. STRATEGIC CONNECTIONS: This item supports the City of Anna Strategic Plan, specifically advancing the strategic outcome area: Resilient. ATTACHMENTS: 1. Hurricane Creek Interceptor Line Phase 1 Resolution 2 2. Hurricane Creek Interceptor ppdf 2 CITY OF ANNA, TEXAS RESOLUTION NO. _______________ A RESOLUTION OF THE CITY OF ANNA, TEXAS, AWARDING THE BID FOR PHASE 1 OF THE HURRICANE CREEK WASTEWATER INTERCEPTOR PROJECT TO BLUE STAR UTILITY, LLC, IN THE AMOUNT NOT TO EXCEED TEN MILLION DOLLARS AND ZERO CENTS ($10,000,000.00); AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the Hurricane Creek Wastewater Interceptor Project is identified as a capital sanitary sewer project in the City of Anna, Texas; and, WHEREAS, the Hurricane Creek Wastewater Interceptor Project is required in order to expand the City of Anna gravity sewer collection system West of US 75; and, WHEREAS, The City of Anna, having solicited competitive sealed proposals in accordance with State Law, opened said competitive sealed proposals on June 18, 2024, at 2:00 P.M.; and, WHEREAS, Blue Star Utilities, LLC, submitted the lowest qualified bid of $8,330,231.50. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ANNA, TEXAS, THAT: Section 1. Recitals Incorporated The recitals above are incorporated herein as if set forth in full for all purposes. Section 2. Authorization of Payment and Funding. That the City Council of the City of Anna hereby authorizes the City Manager to execute a contract in an amount not to exceed $10,000,000.00 to Blue Star Utilities, LLC for the construction of the Hurricane Creek Interceptor Line Phase One. That funding for the Hurricane Creek Sewer Line North project was appropriated in the FY2024 Community Investment Program budget from the Wastewater Impact Fee Fund. Additionally, revenue bonds in the amount of $12 million are being issued in August to fund the construction of this necessary project. The cost of this construction contract is not to exceed $10 million. PASSED AND APPROVED by the City Council of the City of Anna, Texas on this ___ day of June 2024. ATTEST: APPROVED: __________________________ __________________________ City Secretary, Carrie Land Mayor, Pete Cain Senior Transit Discussion AWARD CONTRACT For construction to Blue Star Utilities, LLC for the construction of Hurricane Creek Wastewater Interceptor Phase 1 Project June 25, 2024 Overview •Project Location •Project Scope •Project Funding Project Location The Project is located on the West side of US 75 and extends from FM 455 to the Hurricane Creek Golf Course. •9,750 LF of 42” FRP ( Fiber Reinforced Plastic Pipe).•30 Sanitary Sewer Manholes. •Clearing and Grubbing.•100 LF 66-inch steel encasement •Initial funding for the Hurricane Creek Sewer Line North project was appropriated in the FY2024 Community Investment Program budget from the Wastewater Impact Fee Fund. Additionally, revenue bonds in the amount of $12 million are being issued in August to fund the construction of this necessary project. The cost of this construction contract is not to exceed $10 million. •Contingency Funds will only be used if needed and at the direction of the City. Project Scope & Funding Bid Process • The City publicly advertised the project for bid with the selection to be determined by “best value” in accordance with the Texas Local Government Code. •Seven bids were received on June 18th, 2024. Blue Star Utilities LLC was the lowest qualified bidder, with a bid of 8,330,231.50. Staff Recommendations and Next Steps • Staff recommends awarding the contractor Blue Star Utilities, LLC. •If approved, the City will work with Blue Star Construction to develop a construction schedule. •Work is anticipated to begin in the Summer of 2024. Item No. 7.i. City Council Agenda Staff Report Meeting Date: 6/25/2024 Staff Contact: Bernie Parker AGENDA ITEM: Conduct a first reading of a Resolution approving a project of the Anna Community Development Corporation involving a purchase and sale contract with leasebacks for property owned by Bengal Anna Plaza, LLC, a Texas limited liability company, and Faizur Rahman located along or near State Highway 5. (Director of Economic Development Bernie Parker) SUMMARY: Two readings of the Resolution are required. The presiding officer will read the following: A RESOLUTION APPROVING A PROJECT OF THE ANNA COMMUNITY DEVELOPMENT CORPORATION INVOLVING A PURCHASE AND SALE CONTRACT WITH LEASEBACKS FOR PROPERTY OWNED BY BENGAL ANNA PLAZA, LLC, A TEXAS LIMITED LIABILITY COMPANY, AND FAIZUR RAHMAN LOCATED ALONG OR NEAR STATE HIGHWAY 5 FINANCIAL IMPACT: See item 7.k BACKGROUND: See item 7.k STRATEGIC CONNECTIONS: This item supports the City of Anna Strategic Plan, specifically advancing the strategic outcome area: Vibrant. ATTACHMENTS: Item No. 7.j. City Council Agenda Staff Report Meeting Date: 6/25/2024 Staff Contact: Bernie Parker AGENDA ITEM: Conduct a second reading of a Resolution approving a project of the Anna Community Development Corporation involving a purchase and sale contract with leasebacks for property owned by Bengal Anna Plaza, LLC, a Texas limited liability company, and Faizur Rahman located along or near State Highway 5. (Director of Economic Development Bernie Parker) SUMMARY: Two readings of the Resolution are required. The presiding officer will read the following: A RESOLUTION APPROVING A PROJECT OF THE ANNA COMMUNITY DEVELOPMENT CORPORATION INVOLVING A PURCHASE AND SALE CONTRACT WITH LEASEBACKS FOR PROPERTY OWNED BY BENGAL ANNA PLAZA, LLC, A TEXAS LIMITED LIABILITY COMPANY, AND FAIZUR RAHMAN LOCATED ALONG OR NEAR STATE HIGHWAY 5 FINANCIAL IMPACT: See Item 7.k BACKGROUND: See item 7.k STRATEGIC CONNECTIONS: This item supports the City of Anna Strategic Plan, specifically advancing the strategic outcome area: Vibrant. ATTACHMENTS: Item No. 7.k. City Council Agenda Staff Report Meeting Date: 6/25/2024 Staff Contact: Bernie Parker AGENDA ITEM: Consider/Discuss/Action on a Resolution approving a project of the Anna Community Development Corporation involving a purchase and sale contract with leasebacks for property owned by Bengal Anna Plaza, LLC, a Texas limited liability company, and Faizur Rahman located along or near State Highway 5. (Director of Economic Development Bernie Parker) SUMMARY: In 2022, the City Council and CDC-EDC Board held a joint workshop, and identified property acquisition in downtown as a priority. To carry out that goal, the CDC has identified two properties at the northeast corner of White Street and Powell Pkwy. FINANCIAL IMPACT: Purchase of properties $2,750,000.00 BACKGROUND: The Anna CDC Board held a Special Called Meeting on June 20th, 2024 to consider a resolution authorizing the purchase of two properties in the Downtown area. The item was also published in the newspaper on June 11, 2024. STRATEGIC CONNECTIONS: This item supports the City of Anna Strategic Plan, specifically advancing the strategic outcome area: Vibrant. ATTACHMENTS: 1. Council CDC Project Resolution C08009D20240619CR1 CITY OF ANNA, TEXAS RESOLUTION NO._______ A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ANNA, TEXAS APPROVING A PROJECT OF THE ANNA COMMUNITY DEVELOPMENT CORPORATION INCLUDING A PURCHASE AND SALE CONTRACT WITH LEASEBACKS FOR PROPERTY OWNED BY BENGAL ANNA PLAZA, LLC, AND FAIZUR RAHMAN LOCATED ALONG OR NEAR STATE HIGHWAY 5 AND SALE OR EXCHANGE OF ADDITIONAL PROPERTY LOCATED ALONG OR NEAR STATE HIGHWAY 5 WHEREAS, the Anna Community Development Corporation (the “CDC”) Board of Directors met on June 20, 2024, and approved purchase and sale agreements in the form of real estate contracts including provisions for leasebacks and exchange of additional property necessary to obtain ownership of all or portions of certain real estate as described in further detail in the attached Exhibit A (the “Project”); and WHEREAS, the City Council City of Anna, Texas (the “City Council”) finds that the Project will promote new or expanded business development in and near the City of Anna, Texas; and NOW THEREFORE, BE IT RESOLVED BY CITY COUNCIL OF THE CITY OF ANNA, TEXAS, THAT: Section 1. Findings The recitals set forth above are incorporated herein for all purposes as if set forth in full. Section 2. Approval of Project and Funding The City Council of the City of Anna, Texas hereby approves and ratifies the CDC undertaking all obligations, entering into all agreements, expending all necessary funds, and taking all necessary actions to complete the Project. ADOPTED AND APPROVED on this 25th day of June 2024. ATTEST: APPROVED: _____________________________ ___________________________ Carrie L. Land, City Secretary Pete Cain, Mayo CITY OF ANNA, TEXAS RESOLUTION NO. ____________ A RESOLUTION ACCEPTING THE FISCAL YEAR 2023 FINANCIAL AUDIT OF THE CITY OF ANNA. WHEREAS, the City of Anna, Texas (“the City”) is committed to principles and practices of open and fair government that honors the public trust; and WHEREAS, Article 7 Section 7.18 of the City’s Home-Rule Charter (“the Charter”) requires an annual independent audit of all accounts of the City by a certified public accountant. NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ANNA, TEXAS, THAT: Section 1. Recitals Incorporated. The above-referenced recitals are incorporated herein as if set forth in full for all purposes. Section 2. Audit Accepted The City Council has hereby accepted the FY 2023 audit. PASSED by the City Council of the City of Anna, Texas, on this the 25th day of June, 2024. ATTEST: ________________________________ Carrie L. Land, City Secretary APPROVED: ________________________________ Pete Cain, Mayor Item No. 7.m. City Council Agenda Staff Report Meeting Date: 6/25/2024 Staff Contact: Carrie Land AGENDA ITEM: Consider/Discuss/Action on Appointment of Board and Commission liaisons. (City Secretary Carrie Land) SUMMARY: Council Liaison Responsibilities •Ensure the Board complies with deadlines & code provisions •Encourage the board to remain within the City mission statement •Ensure compliance with Texas Open Meeting Act: •Only discuss items on the agenda •Ensure compliance with attendance •Report quarterly to the City Council the actions of the board •Share Communications from the Council to the board concerning policy direction and strategic goal aims FINANCIAL IMPACT: This item has no financial impact. BACKGROUND: Annually, the City Council appoints members as liaisons to the various boards and commissions. Current Liaisons: • D&I - Kevin Toten • Parks - Stan Carver II • P&Z- Randy Atchley • EDC/CDC-Pete Cain • BOA-Elden Baker STRATEGIC CONNECTIONS: This item has no strategic connection. ATTACHMENTS: Item No. 8.d. City Council Agenda Staff Report Meeting Date: 6/25/2024 Staff Contact: AGENDA ITEM: Discuss or deliberate personnel matters (Tex. Gov’t Code §551.074). Council liaison positions SUMMARY: FINANCIAL IMPACT: BACKGROUND: STRATEGIC CONNECTIONS: ATTACHMENTS: