HomeMy WebLinkAbout2024-12-17 Work Session & Regular Meeting PacketAGENDA
City Council Meeting
Tuesday, December 17, 2024 at 5:30 PM
Anna Municipal Complex - Council Chambers
120 W. 7th Street, Anna, Texas 75409
The City Council of the City of Anna will meet on 12/17/2024 at 5:30 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.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).
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.
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.
4.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 12/13/2024.
Carrie L. Land, City Secretary
AGENDA
City Council Meeting
Tuesday, December 17, 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 12/17/2024 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.
5. 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 Minutes for November 4, November 12, and December
10, 2024. (City Secretary Carrie Land)
b. Review Minutes of the October 3, 2024, Joint Community Development
Corporation and Economic Development Corporation Board Meeting. (Director
of Economic Development Bernie Parker) c. Review Minutes of the November 7, 2024, Joint Community Development
Corporation and Economic Development Corporation Board Meeting. (Director
of Economic Development Bernie Parker) d. Approve a Resolution adopting a Prohibited Technologies Policy. (IT Manager
Chris Talbot) e. Approve a Resolution and authorize the City Manager to execute an Interlocal
Agreement for the 2024 Buy-Sell Program implementation for the Collin
Grayson Municipal Alliance with the City of Melissa, Texas. (Director of Public
Works Steven Smith)
f. Approve a Resolution and authorize the City Manager to execute an Interlocal
Agreement for the 2024 Buy-Sell Program implementation for the Collin
Grayson Municipal Alliance with the City of Van Alstyne, Texas. (Director of
Public Works Steven Smith) g. Approve a Resolution of the City of Anna, Texas Approving a Remainder Area
Funding and Reimbursement Agreement for The Woods at Lindsey Place
Public Improvement District; Authorizing the Execution of said Agreement in the
name of and on behalf of the City; and Resolving other Matters related to the
Subject. (Director of Economic Development Bernie Parker)
h. Approve a Resolution authorizing the City Manager to execute a Pump and
Haul Agreement by and between the City of Anna Texas and MM Mantua 701,
LLC, for municipal wastewater. (Assistant City Manager Greg Peters, P.E.) i. Approve a Resolution authorizing the City Manager to enter into a Project
Specific Purchase Order with Kimley-Horn and Associates, Incorporated, for an
update to the water model for the City of Anna, Texas. (Assistant City Manager,
Greg Peters, P.E.) j. Approve a Resolution authorizing the City Manager to enter into a Project
Specific Purchase Order with Kimley-Horn and Associates, Incorporated, for an
update to the Wastewater Master Plan for the City of Anna, Texas. (Assistant
City Manager, Greg Peters, P.E.)
k. Approve a Resolution and authorize the City Manager to execute a Master
Professional Services Agreement with Project Advocates for management
assistance with Park CIP projects. (Park Planning and Development Manager
Dalan Walker) l. Approve a Resolution and authorize the City Manager to execute a Professional
Service Project Order with Dunkin Sims Stoffels for the development of
construction documents for Bryant Park. (Park Planning and Development
Manager Dalan Walker)
6. Items For Individual Consideration. a. Conduct a Public Hearing/Consider/Discuss/Action on an Ordinance amending
the Planned Development (Ord. No. 792-2018) for Lakeview Estates Phase 3,
Block B, Lot 17(PD 24-0003). (Director of Development Services Stephanie
Scott-Sims)
b. Consider/Discuss/Action on a Resolution approving a Service Plan Agreement
for municipal services for 62.4± acres on the north side of County Road 371,
1,100± feet west of Bryant Farm Road in accordance with the City Park Heights
East Development Agreement (Res. No. 2024-04-1614). (ANX 24-0001)
(Planning Manager Lauren Mecke)
c. Conduct a Public Hearing/Consider/Discuss/Action on an Ordinance to annex
62.4± acres on the north side of County Road 371, 1,100± feet west of Bryant
Farm Road in accordance with the City Park Heights East Development
Agreement (Res. No. 2024-04-1614). (ANX 24-0001) (Planning Manager
Lauren Mecke) d. Conduct a Public Hearing/Consider/Discuss/Action on an Ordinance to zone
62.4± acres on the north side of County Road 371, 1,100± feet west of Bryant
Farm Road to Planned Development in accordance with the City Park Heights
East Development Agreement (Res. No. 2024-04-1614). (PD 24-0001)
(Planning Manager Lauren Mecke) e. Consider/Discuss/Action on a Resolution approving an Agreement regarding
Services including a plan for municipal services for 202.3± acres of land located
at the southwest corner of County Road 285 and County Road 827 in
accordance with the City Park Heights West, Development Agreement (Res.
No. 2024-04-1615) (ANX 24-0003). (Planning Manager Lauren Mecke)
f. Conduct a Public Hearing/Consider/Discuss/Action on an Ordinance to annex
202.3± acres of land located at the southwest corner of County Road 285 and
County Road 827 in accordance with the City Park Heights West, Development
Agreement (Res. No. 2024-04-1615) (ANX 24-0003). (Planning Manager
Lauren Mecke)
g. Conduct a Public Hearing/Consider/Discuss/Action on an Ordinance to zone
202.3± acres of land located at the southwest corner of County Road 285 and
County Road 827 to Planned Development in accordance with the City Park
Heights West, Development Agreement (Res. No. 2024-04-1615). (PD 24-
0004) (Planning Manager Lauren Mecke) h. Consider/Discuss/Action on a Resolution approving a Development Agreement
with Tellus Texas III, LLC, a Texas limited liability company and its successors
and assigns, and Sherley Partners, LTD. (Director of Economic Development
Bernie Parker)
i. Acting as the Anna Public Facility Corporation Board of Directors,
Consider/Discuss/Action on a resolution authorizing and approving final
transaction and financing documents in connection with the acquisition,
financing and construction of the “Anna Apartments” to be located at 900 S
Buddy Hayes Blvd in the City of Anna, Texas. (Director of Economic
Development Bernie Parker)
j. Acting as the Anna Housing Financial Corportation Board of Directors,
Consider/Discuss/Action upon resolutions authorizing and approving final
transaction documents in connection with the issuance of the Collin County
Housing Finance Corporation Multifamily Housing Revenue Note (Parmore
Anna) Series 2025 and permanent loan financing to refund the existing
governmental note and refinance the construction debt for the “Parmore Anna”
multifamily residential development, and related transactions. (Director of
Economic Development Bernie Parker) k. Consider/Discuss/Action on a Resolution authorizing the City Manager to
execute a Wholesale Wastewater Contract by and between the City of Anna,
Texas and the City of Van Alstyne, Texas. (Assistant City Manager Greg
Peters, P.E.)
l. Consider/Discuss/Action on the TCAP Election Ballot for 2025-2026 Board of
Directors. (City Manager Ryan Henderson)
m. Consider/Discuss/Action on appointment to the Neighbor Engagement and
Inclusion Commission to fill a vacancy. (Interview Committee)
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). Boards
and Commission. City Council.
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.
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.
9. 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 12/13/2024.
Carrie L. Land, City Secretary
Item No. 5.a.
City Council Agenda
Staff Report
Meeting Date: 12/17/2024
Staff Contact:
AGENDA ITEM:
Approve City Council Minutes for November 4, November 12, and December 10, 2024.
(City Secretary Carrie Land)
SUMMARY:
FINANCIAL IMPACT:
BACKGROUND:
STRATEGIC CONNECTIONS:
ATTACHMENTS:
1. CCmin2024-11-04
2. CCmin2024-11-12 Joint Meeting
3. CCmin2024-11-12 Regular
4. CCmin2024-12-10 Joint Meeting
Regular City Council Meeting
Meeting Minutes
Monday, November 4, 2024 @ 1:00 PM
Central Fire Station - Ashmore Room
305 Powell Parkway, Anna, Texas 75409
The City Council of the City of Anna will meet on 11/04/2024 at 1:00 PM in the Anna Fire
Department, Ashmore Room, located at 305 Powell Parkway, 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.
Mayor Cain called the meeting to order at 1:00 PM.
Members Present:
Mayor Pete Cain
Mayor Pro Tem Stan Carver ll
Deputy Mayor Pro Tem Elden Baker
Council Member Kelly Herndon
Members Absent:
Council Member Kevin Toten
Council Member Jody Bills
Council Member Lee Miller
2.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.
No comments.
3.Work Session.
a.Review the Vision and Success Statements.
4.Adjourn.
Deputy Mayor Pro Tem Baker left the meeting at 2:30 leaving less than a
quorum. Meeting ended.
City Council Meeting and Planning and Zoning
Joint Meeting Minutes
Tuesday, November 12, 2024 @ 6:00 PM
Anna Municipal Complex - Council Chambers
120 W. 7th Street, Anna, Texas 75409
The City Council and Planning and Zoning Commission of the City of Anna met on
11/12/2024 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.
a.City Council
Mayor Cain called the meeting to order at 6:00 PM.
Members Present:
Mayor Pete Cain
Mayor Pro Tem Stan Carver ll
Deputy Mayor Pro Tem Elden Baker
Council Member Kevin Toten
Council Member Jody Bills
Council Member Kelly Herndon
Council Member Lee Miller
Members Absent:
None
b.Planning and Zoning Commission
Chair Walden called the meeting to order at 6:00 PM.
Members Present:
Chair Jessica Walden
Vice-Chair Josh Vollmer
Commissioner Staci Martin
Commissioner David Nylec
Commissioner Tom Longmire
Members Absent:
Commissioner Matt Blanscet
Commissioner Doug Hermann
2.Invocation and Pledge of Allegiance.
Mayor Cain led the 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.
Betty Sharp spoke with regards to preserving trees.
4.Work Session.
a.Participate in a joint work session with the Planning & Zoning Commission
facilitated by Kimley-Horn & Associates, Inc. on the Anna 2050 Comprehensive
Plan update.
Kimley-Horn’s Project Manager Mark Bowers gave a presentation on the
Comprehensive 2050 Plan update to receive feedback on the current
Comprehensive Plan.
The next Work Session will be held December 10, 2024 at Rattan Elementary.
5.Adjourn.
a.City Council
Mayor Cain adjourned the meeting at 7:17 PM.
b.Planning and Zoning Commission
Chairperson Walden adjourned the meeting at 7:17 PM.
APPROVED this _____ day of _____________, 2024
____________________________________
Mayor Pete Cain
ATTEST:
_______________________________
City Secretary Carrie L. Land
City Council Meeting and Planning and Zoning
Joint Meeting Minutes
Tuesday, December 10, 2024 @ 6:00 PM
Sue Rattan Elementary School
1221 Ferguson Parkway, Anna, Texas 75409
The City Council and Planning and Zoning Commission of the City of Anna met on
12/10/2024 at 6:00 PM in the Sue Rattan Elementary School - Cafeteria, located at 1221
Ferguson Parkway, to consider the following items.
1.Call to Order, Roll Call, and Establishment of Quorum.
a.City Council
Mayor Cain called the meeting to order at 6:00 PM.
Members Present:
Mayor Pete Cain
Mayor Pro Tem Stan Carver ll
Deputy Mayor Pro Tem Elden Baker
Council Member Kevin Toten
Council Member Jody Bills
Council Member Kelly Herndon
Council Member Lee Miller
Members Absent:
None
b.Planning and Zoning Commission
Chair Walden called the meeting to order at 6:00 PM.
Members Present:
Chair Jessica Walden
Commissioner Staci Martin
Commissioner David Nylec
Commissioner Tom Longmire
Members Absent:
Vice-Chair Josh Vollmer
Commissioner Matt Blanscet
Commissioner Doug Hermann
2.Invocation and Pledge of Allegiance.
Commissioner Longmire led the 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.Work Session.
a.Participate in a joint work session with the Planning & Zoning Commission
facilitated by Kimley-Horn & Associates, Inc. on the Anna 2050 Comprehensive
Plan update.
Kimley-Horn’s Project Manager Mark Bowers gave a presentation on the
Comprehensive 2050 Plan update to receive feedback on the current
Comprehensive Plan.
5.Adjourn.
a.City Council
Mayor Cain adjourned the meeting at 7:59 PM.
b.Planning and Zoning Commission
Chairperson Walden adjourned the meeting at 7:59 PM.
APPROVED this 17th day of December, 2024
____________________________________
Mayor Pete Cain
ATTEST:
_______________________________
City Secretary Carrie L. Land
Item No. 5.b.
City Council Agenda
Staff Report
Meeting Date: 12/17/2024
Staff Contact: Bernie Parker
AGENDA ITEM:
Review Minutes of the October 3, 2024, Joint Community Development Corporation and
Economic Development Corporation Board Meeting. (Director of Economic
Development Bernie Parker)
SUMMARY:
This item is for Council to review meeting minutes from the October 3, 2024, CDC/EDC
Joint Board Meeting.
FINANCIAL IMPACT:
This item has no financial impact.
BACKGROUND:
The CDC/EDC Board met on October 3, 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. October 3_2024 CDC EDC Joint Meeting Minutes (Signed)
Item No. 5.c.
City Council Agenda
Staff Report
Meeting Date: 12/17/2024
Staff Contact: Bernie Parker
AGENDA ITEM:
Review Minutes of the November 7, 2024, Joint Community Development Corporation
and Economic Development Corporation Board Meeting. (Director of Economic
Development Bernie Parker)
SUMMARY:
This item is for Council to review meeting minutes from the November 7, 2024,
CDC/EDC Joint Board Meeting.
FINANCIAL IMPACT:
This item has no financial impact.
BACKGROUND:
The CDC/EDC Board met on November 7, 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. November 7_2024 CDC EDC Joint Meeting Minutes (Signed)
Item No. 5.d.
City Council Agenda
Staff Report
Meeting Date: 12/17/2024
Staff Contact:
AGENDA ITEM:
Approve a Resolution adopting a Prohibited Technologies Policy. (IT Manager Chris
Talbot)
SUMMARY:
Upon consultation with legal counsel, staff recommends the City Council approve a
resolution prohibiting the use of TikTok and certain other social media applications and
services on governmental devices.
FINANCIAL IMPACT:
This item has no financial impact.
BACKGROUND:
Last session, the Texas Legislatures passed Senate Bill 1893, which prohibits the
installation of TikTok or another covered application on any device owned or leased by
the governmental entity and requiring removal of covered application from those
devices. The City of Anna issued an administrative directive from the City Manager in
compliance with the new state law on December 14, 2023. The City of Anna is in
compliance with Chapter 620 of the Texas Government Code in this regard.
STRATEGIC CONNECTIONS:
This item supports the City of Anna Strategic Plan, specifically advancing the strategic
outcome area: Safe.
ATTACHMENTS:
1. Resolution Adopting Prohibited Tech Policy
2. Prohibited Technologies Policy Signed
CITY OF ANNA, TEXAS
RESOLUTION NO. _____________________
A RESOLUTION OF THE CITY OF ANNA, TEXAS ADOPTING A PROHIBITED
TECHNOLOGIES POLICY
WHEREAS, the 88th Texas Legislature passed Senate Bill 1893 to create Chapter 620 of the
Texas Government Code, which requires all Texas municipalities to adopt a policy prohibiting the
installation or use of certain applications on government-owned devices; and
WHEREAS, to comply with the applicable provisions of Chapter 620 of the Texas Government
Code, the City Manager authorized an administrative directive December 14, 2023, which was
effective immediately; and
WHEREAS, the City Council for the City of Anna has determined that it is necessary and
appropriate to authorize the City Manager to adopt the policy set forth herein; 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.
The City Council hereby authorizes the City Manager to execute on its behalf, subject to legal
review and approval by the City Attorney, a policy prohibiting technology in compliance with
state law, as shown hereto as Exhibit 1.
PASSED AND APPROVED by the City Council of the City of Anna, Texas on this 17th day of
December 2024.
APPROVED: ATTEST:
_____________________________ ____________________________
Mayor Pete Cain City Secretary Carrie Land
Item No. 5.e.
City Council Agenda
Staff Report
Meeting Date: 12/17/2024
Staff Contact: Steven Smith
AGENDA ITEM:
Approve a Resolution and authorize the City Manager to execute an Interlocal
Agreement for the 2024 Buy-Sell Program implementation for the Collin Grayson
Municipal Alliance with the City of Melissa, Texas. (Director of Public Works Steven
Smith)
SUMMARY:
The attached Resolution and Interlocal Agreement allows the City of Anna to sell the
unused portion of the City of Anna's apportionment of water through the Collin Grayson
Municipal Alliance to the City of Melissa.
FINANCIAL IMPACT:
This item (along with the companion item with the City of Van Alstyne) will result in a
total payment to the City of Anna by the City of Melissa and the City of Van Alstyne of
approximately $800,000. The funds will be deposited into the Utility Fund, for use in
paying for utility operations, maintenance, and the purchase of future water.
BACKGROUND:
The Colllin Grayson Municipal Alliance (CGMA) is a four-city conglomerate which
contracts with the Greater Texoma Utility Authority (GTUA) for the purchase of treated
potable water from the North Texas Municipal Water District (NTMWD). The CGMA as a
whole is allotted a specific amount of water on an annual basis from NTMWD. This
allotment is distributed between the four cities based upon anticipated use. Each year,
the cities participate in a buy-sell program, to allow cities who have used more than their
share of the CGMA allotment to purchase an unused portion of another CGMA city's
allotment.
In prior years, the City of Anna purchased unused water from Howe, Van Alstyne, and
Melissa. This year, the City of Anna is able to sell our unused portion to the cities of
Melissa and Van Alstyne. The program provides a financial benefit to all four cities by
allowing for flexibility to meet water demand without increasing the "take-or-pay" amount
NTMWD sells to CGMA.
STRATEGIC CONNECTIONS:
This item supports the City of Anna Strategic Plan, specifically advancing the strategic
outcome area: Resilient.
ATTACHMENTS:
1. Res Anna sell portion of Anna 2024 MAV to Melissa _11-11-24
2. ILA Anna_buy-sell-MAV from Anna to Melissa 2024 wtr yr_11-11-2024
3. Exhibit A - Memo from Don Pascal with Buy-Sell calculations
4. Exhibit B - Buy-Sell-Use Calculations from Don Pascal
RESOLUTION NO. __________
A RESOLUTION RELATED TO AN INTER-LOCAL AGREEEMNT
BETWEEN THE CITIES OF ANNA AND MELISSA IN WHICH ANNA
AGREES TO TRANSFER A PORTION OF IT’S RESPECTIVE
CONTRACTUAL MINIMUM ANNUAL VOLUME WATER OBLIGATION
WITH THE GREATER TEXOMA UTILITY AUTHORITY TO THE CITY OF
MELISSA IN EXCHANGE FOR AN AGREED PAYMENT FROM MELISSA
AND AUHORIZING THE EXECUTION AND ADMINISTRATION OF SAID
INTER-LOCAL AGREEMENT
WHEREAS, the Cities of MELISSA, ANNA, VAN ALSTYNE, and HOWE have
previously authorized and executed agreements with the Greater Texoma Utility Authority for a
surface water supply system to be planned, funded, constructed, and operated by GTUA,
including the payment of monthly Minimum Annual Volume (MAV water) purchase provisions
necessary to fund said water transmission system and purchase of potable water; and
WHEREAS, the City of ANNA has chosen to not accept delivery of some or all of the
required water through the end of the 2024 water year (ended July 31, 2024) and said City
desires to transfer a portion of its respective and obligated Minimum Annual Volume for said
2024 water year to the City of MELISSA for consideration detailed in an inter-local agreement;
and
WHEREAS, the City of MELISSA has indicated interest in purchasing the stated portion
of the Minimum Annual Volume from the City of ANNA for the water year ended July 31, 2024
as explained in a report memorandum to the City Managers / Administrators of the Cities of
Melissa, Anna, Van Alstyne, and Howe dated September 21, 2024 and revised October 3,
2024 by Donald E. Paschal, Jr., consultant to said cities, which memorandum is attached to the
respective Inter-local agreements for each specified City as “Exhibit A”; and
NOW, THEREFORE BE IT RESOLVED, by the City Council of the City of ANNA that:
SECTION 1: The City Council of the City of ANNA authorizes the City Manager to execute an
inter-local agreement with the City of MELISSA under the terms detailed in said inter-local
agreement, which provides for the following:
A. Transferring a portion of said selling City of ANNA’s GTUA required 2024 water
year MAV to the City of MELISSA as provided for in the respective Inter-local
Agreement.
B. Sending an invoice to the receiving City of MELISSA for the volume of water said
respective selling City of ANNA is transferring to said receiving City of MELISSA
at the price stipulated for said agreed portion of the 2024 water year MAV specified
in the inter-local agreement.
Receiving the transfer of a portion of said selling City of ANNA’s GTUA required 2024
water year MAV to MELISSA as provided for in the respective Inter-local Agreement.
A. Paying the invoice submitted by the respective selling City of ANNA for the agreed
portion of the 2024 water year MAV specified in the inter-local agreement.
SECTION 2: It is specifically provided that the participating cities shall have the right to verify
quantities of water with the GTUA prior to final consummation of the attached agreement.
Upon motion of________________________ seconded by _______________________,
the above resolution was approved by the City Council of the City of ____________ at its
meeting held this ______ day of _________________, 2024, by the following vote:
_____ AYE _____ NAY _____ ABSTAIN
_____________________________
Mayor, City of Anna
______________________________
City Secretary, City of Anna
(S E A L)
ILA for MAV Transfer Agreement from Anna to Melissa for 2024 Water Year - Page 1
INTERLOCAL AGREEMENT BY AND BETWEEN
THE CITY OF MELISSA, TEXAS AND THE CITY OF ANNA, TEXAS
FOR PURCHASE AND CORRESPONDING SALE OF A PORTION OF THE
SELLING CITY’S MINIMUM ANNUAL VOLUME OBLIGATION UNDER THE
GTUA-CITIES OF MELISSA, ANNA, VAN ALSTYNE, AND HOWE POTABLE
WATER SUPPLY CONTRACT
THIS AGREEMENT is made and entered by and between the CITY OF MELISSA,
TEXAS, a Texas Home-Rule Municipal Corporation, hereinafter referred to as "Melissa", and
the CITY OF ANNA, TEXAS, a Texas Home Rule Municipal Corporation” hereinafter
referred to as "Anna”, collectively referred to herein as the “Cities”, as follows:
W I T N E S S E T H:
WHEREAS, both Anna and Melissa are political subdivisions within the meaning of
Interlocal Cooperation Act, Texas Government Code, Chapter 791, as amended (the “Act”); and
WHEREAS, the Act provides authority for entities such as Anna and Melissa to enter
into inter-local agreements with each other to perform governmental functions and services as set
forth in the Act; and
WHEREAS, each of the Cities have previously entered into an agreement with the
Greater Texoma Utility Authority, hereinafter referred to as “GTUA” for the planning,
construction, funding, and operations of a surface water supply system to serve the collective
Contract Cities of Melissa, Anna, Van Alstyne, and Howe, which agreement specifies the
obligations of each participant; and
WHEREAS, each of said Cities has entered an Amended and Restated Contract for
Water Supply providing that from the time water has been delivered to each Participating City
for one month and forward, on a monthly basis, each Participating City shall be charged for
water at the greater of its minimum annual volume amount (MAV) under the Potable Water
Supply Contract made and entered between such Participating Cities and GTUA; and
WHEREAS, for the water year 2023-2024 ended July 31, 2024, as provided for in said
water purchase agreements, including the North Texas Municipal Water District, hereinafter
referred to as “NTMWD” standard water purchase agreement, only the Cities of Howe, Van
Alstyne, and Melissa received delivery of water which equaled or exceeded the individual City
required MAV; and
WHEREAS, the Contract Cities of Melissa, Anna, Van Alstyne, and Howe have a multi-
year precedent of the referenced Minimum Annual Volume (MAV) Buy-Sell concept as
referenced herein and as is further referenced and detailed in “Exhibit A” attached hereto for
reference in establishing the buy-sell rate, identifying the MAV water to be transferred, and
referencing the amount of purchase / transfer cost; and
WHEREAS, the City of Anna is desirous of selling to each Van Alstyne, Melissa, and
Howe a portion of their unused MAV and Van Alstyne, Melissa, and Howe are willing to
ILA for MAV Transfer Agreement from Anna to Melissa for 2024 Water Year - Page 2
purchase said unused portion of the MAV as defined in this agreement and detailed in “Exhibit
A” thus allowing Anna to recover a portion of its purchased but unused MAV for the stated
water year; and
WHEREAS, the background of the above noted agreements, volumes, rates, and
circumstances are further detailed in the September 21, 2024, updated October 3, 2024,
memorandum titled “Sale of GTUA-CGMA Buy-Sell MAV to Participant City” attached hereto
for reference and labeled “Exhibit A”.
NOW, THEREFORE, MELISSA and ANNA, for and in consideration of the recitals set
forth above and terms and conditions below, agree as follows:
I.
TERM
This Agreement shall apply to the NTMWD water year ended July 31, 2024 and shall be
executed and consummated in full between October 31, 2024 and January 31, 2025 or as soon
thereafter as reasonably possible and shall not apply to subsequent water volumes or water years
unless said Cities so authorize by subsequent agreement.
II.
AGREEMENT
The Cities agree that ANNA shall transfer 187,744,200 gallons (187,744.2 one-thousand-
gallon increments) of MAV water to MELISSA for the water year ended July 31, 2024, and
MELISSA shall remit to ANNA a payment for said transfer of MAV at the rate of $3.09 per
thousand gallons totaling the sum of $580,129.70 as payment in full for said portion of Anna’s
unused 2024 MAV. Following execution of this agreement, ANNA shall submit to MELISSA
an invoice for the transfer of the described MAV for the above stated sum and MELISSA shall
remit payment for said transfer within thirty (30) days of receipt of said invoice, it being the
intent that this transaction shall be completed as soon as reasonably possible, but on or before
January 31, 2025, if possible, although it is specifically provided that completion of said
invoicing and payment after said date shall not invalidate any portion of this agreement, it being
the intent Melissa to complete said transaction before or by the stipulated date.
III.
RESPONSIBILITIES OF THE PARTIES
1. The respective City Councils of MELISSA and ANNA shall each approve an Interlocal
agreement authorizing the sale / purchase of the stipulated portion of MAV water as described
herein and further detailed in the attached Exhibit A.
2. ANNA, following approval of the interlocal agreement by each party thereto shall submit
to MELISSA an invoice for the referenced volume of MAV water detailed above in Section II
and for the stipulated sell / purchase amount.
3. MELISSA shall remit to ANNA the above stated payment for the transferred MAV water
within thirty (30) working days of the receipt of referenced invoice.
ILA for MAV Transfer Agreement from Anna to Melissa for 2024 Water Year - Page 3
4. Any party hereto wishing to verify the metered quantities of water or the portion of the
minimum annual volume to which this agreement refers shall be entitled to verification subject to
said verification being completed prior to the submission of the invoice referenced in item III – 2
above. Should GTUA verification indicate a different volume of minimum annual volume than
referenced herein, the parties hereto shall modify said quantity and the resultant payment for said
quantity of minimum annual volume prior to the invoicing and payment phase (item III – 2 & 3
above).
IV.
TERMINATION
The Cities recognize that this Agreement shall commence upon the effective date herein
and continue in full force and effect until termination in accordance with its provisions. ANNA
and MELISSA herein recognize that the continuation of any contract after the termination of this
agreement or impacting any future water year shall be subject to City Council approval for each
City, respectively. Following termination of this agreement, or should either City fail to execute
this agreement, there shall be no further commitment hereunder. However, upon the occurrence
of such event in which either party terminates this Agreement by giving the other party thirty
(30) days written notice, the selling party shall forward such notice to GTUA so that alternative
billing for the water volume specified in this agreement may be processed per the GTUA-CGMA
billing policy.
V.
RELEASE AND HOLD HARMLESS
ANNA and MELISSA, to the extent authorized under the constitution and laws of the
State of Texas, agree to be responsible for their own acts of negligence which may arise in
connection with any and all claims for damages, cost, and expenses to person or persons and
property that may arise out of or be occasioned by this Agreement. In the event of joint and
concurrent negligence, ANNA and MELISSA agree that responsibility shall be apportioned
comparatively. This obligation shall be construed for the benefit of the parties hereto, and not
for the benefit of any third parties, nor to create liability for the benefit of any third parties, nor to
deprive the parties hereto of any defenses each may have against third parties under the laws and
court decisions of the State of Texas.
VI.
AUTHORITY TO SIGN
The undersigned officer and/or agents of the parties hereto are the properly authorized
officials and have the necessary authority to execute this Agreement on behalf of the parties
hereto. The Cities have executed this Agreement pursuant to the authority granted by its
governing body.
IX.
SEVERABILITY
ILA for MAV Transfer Agreement from Anna to Melissa for 2024 Water Year - Page 4
The provisions of this Agreement are severable. If any paragraph, section, subdivision,
sentence, clause, or phrase of this Agreement is for any reason held to be contrary to the law or
contrary to any rule or regulation having the force and effect of the law, such decisions shall not
affect the remaining portions of the Agreement.
X.
VENUE
This Agreement and any of its terms or provisions, as well as the rights and duties of the
parties hereto, shall be governed by the laws of the State of Texas. The parties agree that this
Agreement shall be enforceable in Collin County, Texas, and, if legal action is necessary,
exclusive venue shall lie in Collin County, Texas.
XI.
INTERPRETATION OF AGREEMENT
It is acknowledged that this is a negotiated document. Should any part of this Agreement
be in dispute, the Cities agree that the Agreement shall not be construed more favorably for
either City.
XII.
REMEDIES
No right or remedy granted herein or reserved to the parties is exclusive of any right or
remedy granted by law or equity; but each shall be cumulative of every right or remedy given
hereunder. No covenant or condition of this Agreement may be waived without the express
written consent of the parties. It is further agreed that one (1) or more instances of forbearance
by either party in the exercise of its respective rights under this Agreement shall in no way
constitute a waiver thereof.
XIII.
SUCCESSORS AND ASSIGNS
The parties each bind themselves, their respective successors, executors, administrators
and assigns to the other party to this contract. Neither party will assign, sublet, subcontract or
transfer any interest in this Agreement without the prior written consent of the other party. No
assignment, delegation of duties or subcontract under this Agreement will be effective without
the written consent of both parties.
ILA for MAV Transfer Agreement from Anna to Melissa for 2024 Water Year - Page 5
IN WITNESS WHEREOF, the parties have executed this Agreement by signing below.
CITY OF ANNA, TEXAS
Date: By:
Ryan Henderson
City Manager
APPROVED AS TO FORM:
CITY ATTORNEY
CITY OF MELISSA, TEXAS
Date: ____________________ By: ________________________
Jason Little
City Manager
APPROVED AS TO FORM
CITY ATTORNEY
ILA for MAV Transfer Agreement from Anna to Melissa for 2024 Water Year - Page 6
ACKNOWLEDGMENTS
STATE OF TEXAS §
§
COUNTY OF COLLIN §
This instrument was acknowledged before me on the ______ day of _____________,
2024, by _____________________, _______________ of the City of Anna, Texas, a Texas
Home-Rule Municipal Corporation, on behalf of said municipality.
Notary Public, State of Texas
STATE OF TEXAS §
§
COUNTY OF GRAYSON §
This instrument was acknowledged before me on the ______ day of _____________,
2024, by ____________________, ____________________, of the City of Van Alstyne, Texas,
a Texas Home Rule Corporation, on behalf of said municipality.
________________________________
Notary Public, State of Texas
Exhibit A
Attach copy of October3, 2024 memorandum from Donald E. Paschal, Jr. to CGMA Mayors
and City Managers regarding the subject: “Sale of GTUA-CGMA MAV to Participant City”
DONALD E. PASCHAL, JR.
904 Parkwood Court McKinney, TX 75070 Tel. & FAX 972.529.1325
email: don@paschalconsulting.com
To: CGMA City Managers and Mayors
Subject: “Sale of GTUA-CGMA Buy-Sell MAV to Participant City Report”
with Buy-Sell Program Concept Changes / Revisions
Date: October 3, 2024
Buy-Sell Concept Overview:
GTUA-CGMA Cities have engaged the Minimum Annual Volume (MAV) Buy -Sale Concept
since October 2011. The process of the Buy-Sale process includes a detailed Concept Report
with recommendations from the CGMA Facilitator / Consultant (Don Paschal), a summary
report of the recently completed Water Year water take with data showing both unused and
overused MAV (Minimum Annual Volume) includes an annual report, a recommendation from
Consultant (Don Paschal), the MAV available for sell from under using Cites to overusing
Cities, and the projected MAV volume in K (1000) gal units proposed for sale to buying Cites.
Both Selling and Buying cities must execute an interlocal agreement documenting the sale in
MAV volume and the dollar amount of the buy / sell actions. The Concept plan and associated
MAV volumes are recommended to the Cities by the CGMA Board at the Fall Board meeting
and subsequently followed by City adoption of the authorizing Resolutions & ILAs. The
Consultant has traditionally prepared the Re solutions and ILA using a consistent format for all
Cities. Consultant typically distributes the documents to all Cities prior to the Fall Board
meeting to allow time for the respective City Staffs to review and provide comments to the
Mayors prior to the CGMA Board meeting and ultimately to their respective City Council s.
The purpose was and still is to allow Cities using more than their MAV (formerly MT/P) to
purchase unused MAV from Cities using less than their MAV (Minimum Annual Amount). The
selling City recoups a portion of their already purchased MAV and the purchasing City
purchases an amount of the selling city(s) unused water up to the amount of aggregate
underuse by the selling City(s). The purchased volume of untaken / unused MAV is prorated
as a ratio of the buying Cites overuse to the aggregate overuse by all CGMA cities. Overage
of water in excess of the MAV purchased by overusing Cities cannot exceed the unused MAV
volume of underusing Cities. .
All the water purchased from NTMWD by GTUA for the benefit of CGMA Cities goes through
GTUA as the contracting / managing entity based on the collective CGMA MAV for the subject
Water Year (August 1 through July 31). The MAV for each City is paid in full by all CGMA
Cities in monthly payments beginning the first month of the GTUA (and City) Fiscal Year
October 1 through September 30 following the Water Year completed on the prior July 31 WY
completion. Currently all CGMA Cities have the same FY as GTUA and NTMWD. Following
the end of the Water Year, final accounting is computed by NTMWD (usually the variance in
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NTMWD and GTUA total take is negligible with final accounting of volumes based on the end
of WY “true up”. Additionally, any rebates / refunds based on NTMWD system cost savings
are also reported and incorporated on any end of year “true up” by GTUA and either credited
to the last billing of the FY or first billing of the new FY or may be paid directly to the subject
City by GTUA.
The purchased MAV water between buying and selling City is then reduced from the final
calculated take of the buying Cities to arrive at the MAV for the subsequent Water Year (but
not less than the prior year MAV). The Sell ing City subsequently invoices the buying Cities
for the prior year MAV purchased at a reduced rate generally based on historical variable cost
reduction. Thus, both the selling and buying Cities received benefit with the selling Cities
recouping a material portion of the previously purchased but unused MAV and the buying Cities
paying for the additional water taken, but at the somewhat reduced rate and receiving credit
(reduction) for the subsequent WY MAV. The Buy-Sell of MAV water is accomplished through
an interlocal agreement as referenced above between the cities and thus is not a component
or process which GTUA either blesses or manages other than documenting the adjustment to
future MAV of the buying Cities (the selling Cities subsequent year MAV is not generally
impacted by the buy-sell process (but could be impacted by flushing water used).
The purpose of this Communication to the Cities is to advise all CGMA participants that the
Buy-Sell Program has been impacted by the Contract Entity agreement implemented in 2021
Water year by NTMWD. Prior to that date, NTMWD operated under a policy which provided
with entities using water volume in excess of the then Minimum Take or Pay which was the
term for minimum required water purchase for the water year; that term and concept were
replaced in 2021 by the new standard Member and Customer Contract which used the term
Minimum Annual Volume (MAV) referencing the base level of water obligation by each entity
during a given Water Year. The terminology change was mainly to provide awareness of two
major changes:
1. Prior to the change, water purchased more than the MT/P was charged as a significantly
reduced rate based on the calculation of production cost that were not incurred by
NTMWD due to the water not being produced and pumped to the users. Cost related
to debt service, maintenance, and System operational cost were all charged a s
budgeted as the minimum revenue to keep the system solvent and operational.
2. Subsequent to the change in 2021, Member Cities which had experienced significant
reduction in water demand due to conservation programs could qualify through specific
criteria for a gradual reduction in MAV whereas there previously had been no way to
reduce annual water year contract water volume.
GTUA and the CGMA Cities had been practicing the buy-sell concept since 2011 using the
reality that the contract was with GTUA, an “aggregating entity” responsible for a single GTUA
MT/P or MAV. Each participant City had its own MT/P or MAV under their contracts with GTUA
(same basic contract as NTMWD has with others including GTUA, thus there is consistenc y in
terms, definitions, etc.). In 2011 we developed the mechanism for under MAV users to sell a
portion of the untaken MAV to other CGMA participants taking excess water over their MAV.
This allows users taking excess water over MAV to reduce a portion of the increase in their
MAV while allowing the under user to recoup a portion of the water charges paid during prior
Fiscal year for water year MAV. The GTUA group is the only group known by this consultant
3
to use this concept to reduce the sunk cost of underuse MAV while helping over users to
reduce their subsequent year MAV. Both entities receive benefits which is a significant offset
to the increased cost of excess water or reduction of cost of under MAV use to the respective
GTUA City customer participants.
This Concept Report also serves the purpose of advising each Participant City of any program
implementation changes for the current Water & Fiscal Year with summaries as needed of the
historical program interpretations and adjustments. The primary adjustments involve
interpretation of the credit to the water rate paid by buying Cities and similar reduction in
payment received by the selling City or Cities. Prior to 2021, the cost of excess water varied
but was generally as much as 35% or more of the base water cost per K gallons Beginning in
2021, the cost credit buyers received from sellers has been relatively moderate being generally
based on the cost of power and chemical cost that the District might have avoided under the
older program….this was the best way to identify a cost that mimicked the old system. While
underuse does not occur every year, there are years where this program cannot be used, but
it was positive under the old definitions / program and has been worthwhile under the new MAV
program.
It appears to be a good opportunity for all CGMA cities for the recently completed water 2024
Water Year to either reduce otherwise lager 2025 MAVs, recoup a large portion of the untaken
MAV cost, and purchase another’s unused MAV at an attractive cost; the program is therefore
recommended for 2024 and future years. Consultant will proceed with crafting the final
program for CGMA Board and Cities to act on which consists of Buy-Sale Interlocal
Agreements and Resolutions that will be forwarded to Participant Cities for review by City Staff
to allow review prior to approval of the enacting City Resolutions which authorize execution of
the Interlocal Agreements between buying and selling Cities . This process can be executed
as early as the end of September or in October with payments occurring in October or later. It
is noted as a reminder that the last MAV payment is made in September with October
beginning a new Fiscal Year of payment for Water Year water take based on the 12-month
water year ending July 31. It has been the practice for the CGMA Board to consider and act
on recommending the program for acceptance and approval at the fall, preferably October,
Board Meeting. CGMA Board endorsement at the noted fall Board Meeting (or by email review
and approval as may be necessary) is a historic precedent that serves the purpose of group
review and discussion followed by the CGMA policy advisory Board recommending the
program and having that action recorded in the Board Minutes. There could be adjustments
to the concept details as implementation alternatives are identified.
Concept Modifications Contemplated:
The following summarizes the concepts and proposed actions for Buy-Sell Program
modifications:
➢ Historical 2011 thru 2024 Program & Summary of Proposed Program
Modifications
o Based on prior year precedents, a member City which took water beyond its MAV
may acquire a portion of the unused MT/P (now MAV) from other CGMA member
City or Cities. Such acquisition allows the selling City to recoup a major portion of
4
the cost of the MAV paid during the Fiscal Year for Water Year MAV (ending on
July 31 of a given year) for an established discounted price.
This practice is recommended for continuation for the benefit of all CGMA
Cities with adjustments as detailed below.
o The change (implemented in 2021) is that the established price no longer has a
NTMWD Excess Water Rate to use for adjusting the price of the buy-sell MAV
water. The NTMWD base contract provides for Additional Water vol over MAV, to
be purchased by Cities at the annual water rate set by NTMWD plus the GTUA -
CGMA cost components set by GTUA-CGMA Policy. The NTMWD Customer
Contract, implemented with the 2021 Water Year provides that Contract & member
Cities (entities) pay the full water rate for Additional Wa ter (at least until such time
as The District reinstates some form of excess or discounted additional water take
policy. Therefore, based on the 2021 Customer contract, buying Cities shall pay
the established water year rate for Additional Water taken over the MAV. This
would require cities using more than the MAV to pay the annually established MAV
water rate for volumes over the MAV. Hence, the benefit of the CGMA-GTUA
(group) system, which NTMWD considers as a single MAV purchase by GTUA,
provides the opportunity for unused water by some participants to sell their unused
MAV to participants using more that its established MAV for a given water ye ar at
a discounted rate (otherwise, all cities would simply pay the full rate resulting in
overpayment for the GTUA system.
o Basis for buy-sell rate calculation – GTUA and other Customer as well as Member
Cities were impacted starting in 2021 by an advisory notice of failure to reach the
MAV volume from NTMWD if a portion of the MAV was not used. The basis of
this concept was that entities using less than the Water Year MAV could share
proportionally in one-third of the unspent / unused NTMWD budget. This policy
of the District has not produced m uch savings or refunds for most entities except
larger entities which had allowed their MAV to get out of hand by not implementing
conservation policies aggressively resulting in high and unsustainable use.
Further, this policy is restrictive for CGMA Cities as the individual entities are
generally not contract entities of NTMWD. CGMA as a whole seldom has
significant untaken MAV and thus the policy is of little use. In reviewing the recent
history of CGMA Cites, the tendency has been to use excess water (above MAV
level) after hitting the established MAV. The growth of all CGMA Cities tends to
indicate that refunds from unuse are not likely to be significant. On the other hand,
the Buy-sell has projected positive benefits for under and over users of their MAV.
o For 2022 Water Year, the available NTMWD data showed a discount for Cities
selling unused MAV at a price of $0.60 / K gallons. No buy-sell was performed in
2023 water year as all cities used their full MAV
o For2024 Water year, it is suggested that the same rate as 2022 be used; thus a
$0.60 discounted purchase of unused MAV. As Water Rates rose, it is likely that
if available, similar data as used in 2022 would have generated an equal or higher
5
rate than the 2022 WY discount for the buy-sell agreement, therefore, using the
same discounted amount as 2022 is rational. If any adjustments were identified,
it is believed that a higher discounted amount than $0.60 / K gallons would result.
o Observations for buy-sell alternative discounting polities:
The Policy provision has been: the Selling Participants discounted price for the
water being sold under the Buy-Sell agreements shall be based on the cost
savings from NTMWD budget data using cost avoidance for electricity,
chemicals, and similar cost not incurred for untaken MAV. Unused group MAV
will be proportionately shared among Participant’s individual under use of Entity
MAV allowing individual entity remaining unused MAV to be sold through the
Buy-Sell Program and discounted to the Buying Participant.
The GTUA-CGMA buy-sell cost calculations should be adjusted to apply the
discount methodology as the buy-sell cost calculation using the NTMWD data
if available, although it is likely difficult to secure all the same data in the future
since the District does not routinely produce that data as it is no longer part of
District operational contracts. GTUA should be able to secure enough
indicators of likely impact on the discount rate even if specific, detailed costs
are not available. Therefore, if the CGMA group wants to retain the practice of
using available District data there is likely still enough information to provide a
rational provision available to discount the buy-sell MAV water.
Alternatively, the cost discounted rate or rate concept could be one approved
by the CGMA Board with discussion from CGMA Cities Staff. As an example,
the process could be simplified to be a specified percentage such as a fixed
20%. Such a fixed rate could be adjusted annually or periodically as the CGMA
members agree is reasonable and could be independent from the con cerns
over gathering appropriated cost reduction data from specific NTMWD.
Another alternative could be to take an average of the % of rate discount over
time. For example: in eleven of the last 12 years, a discounted rate was
calculated using either District data or the same as the prior year. The result
is an average or 21.43 % off the standard NTMWD rate (does not impact the
GTUA budget allocation or CGMA-GTUA debt / capital rate calculation). Based
on the 2024 Water Year rate after $0.05 adjustment recently granted resulted
in a $3.74 / K gallons rate times a 21.43% rate adjustment for purchased MAV
would result in a $0.8015 rate discount. Thus, the above referenced $0.60
discount may seem too low to some cities. If the group overall want toe raise
the discount amount, it is suggested that it be gradually phased in at the rate
of 2 to 3 cents per year in an effort to be as equitable to both buying and selling
Cities.
o It is important that:
6
a. There be a benefit that induces the Buying Participants to purchase unused
MAV from Selling Participants, and
b. it is rational that Participants not using all their allocated MAV bear some
cost exposure.
c. This concept proposed has provided the buyers that purchased amounts of
unused MAV a discount ranging from 13% to 16% (except for the 2011 &
2012 anomaly years with the Sellers having the similar, but moderately
increasing levels of reduction from the base cost of water.
d. Additionally, the buyer Participant(s) will continue to receive credit for the
purchase of unused MAV volume reducing their subsequent year MAV by
the purchase volume. This also allows the aggregate CGMA MAV to match
the calculated GTUA MAV as calculated by NTMWD.
e. The Policy provides that the Selling Participants discount the water under
the Buy-Sell agreements by calculation, if available, of rational cost savings
to the production of water from the source assuming adequate data is
available. Alternatively, the cost discounted rate or rate concept could be
one approved by the CGMA Board with consent of the CGMA Cities Staff.
As an example, the process could be simplified to be a specified percentage
such as a fixed 20%. Such a fixed rate could be adjusted annually or
periodically as the CGMA members agree is reasonable and could be
independent from the concern over gathering detailed cost reduction data
from specific annual cost factors. gallons.
f. For the 2024 water year buy-sell agreement, the $0.05 cost rebated to the
base price resulted in a base price for the year $0.05 less than the initial and
invoiced price for all the MAV water; this nickel system wide credit or
reduction in base price shall be used as the base price for calculat ing the
buy-sell price.
o It is possible (as occurred in the 2021 Water year and again in the recently
completed 2022 Water Year) that an overusing City may have used more water in
excess of its MAV than available from at the Selling Cities; in such case, said city
shall pay the GTUA-CGMA system the full rate for the Water Year based on billing
after all true up volume data is validated by NTMWD and GTUA. Such was not
the case for the 2021 WY.
Therefore, to assure clarity, the Buying City is responsible for:
1. Purchasing it’s full share of MAV as billed for the WY by GTUA.
2. Purchasing available or agreed portion of unused MAV water from selling
City or Cities.
3. Purchasing any additional water taken beyond said Participant’s MAV plus
any unused MAV purchased from Selling Participants; the cost for this
volume shall be the full established rate for the subject water year as a true
up at the end of the water year when volumes and any rebates are validated
by both GTUA and NTMWD.
4. Additionally, purchasing City will receive a credit applied to the subsequent
Water Year MAV thus reducing the subsequent year MAV by the volume
purchased from Selling Cities.
7
o Staff recommends the above methodology which provides:
1. Transparency in source of applicable rate and discount amount
2. Avoids conflicting accounting for short-term issues by charging the annually
charged rates, and
3. Maintaining the credit for subsequent year MAV volume. Back testing has
indicated consistency with audit validity with NTMWD volumes and the
collective GTUA MAV while maintaining full accounting audit capabilities.
• The following tables illustrate the funding methodologies and the resulting buy – sell
amounts for the 2023-24 water year which started August 1, 2023 and ended July 31,
2024. The NTMWD beginning of year price / K gal was $3.79 / K gal. Subsequently,
last month, NTMWD granted a $0.05 / K gal credit (reduced price for the full 2023 -24
water year. While no credit for underused water was grant ed in the 2023 WY,
Documentation from historical records indicated that if a credit for unused water had
been granted, the adopted Water credit for 2023 WY was would likely have been based
on $0.60 / K Gallons for that water year and that is the discounted rated included
in the data below. If the Cities want to increase the discount rate, Consultant
will be pleased to make the necessary revisions to this document. Therefore,
it is recommended that the 2024 WY credit for the buy-sell agreements be $0.60
/ K gallons as a reasonable and equitable discount rate for the 2024 Buy-Sell
program; unless a differing policy is desired. Several optional methodologies are
noted in the above paragraphs.
2023-24 WY (ended July 31, 2024) customer rate data
All
Entities
CGMA MAV water / K
gal (1000 gal units)
Recommended Discount
Policy for unused MAV
Net sell rate for 2024
Water Year
Net Buy-Sell
Program Rate
rates $3.69 $0.60
$3.09 $3.429
Proportionate Share Use: MAV available to be sold to Excess use City for 20 23-
24 water year
MAV (in K Gal) Melissa Anna Van
Alstyne
Howe
MAV water (all in K
gallons)
571,761.6 859,848
126,469 75,505.6
Flush, ratio City MAV
to tot MAV
0.4453 0.3442 0.1135 0.0464
Share Flush by Ctiy 37,565 29,032 9,571 3,911
Tot Adj Wtr Take incl
share flushing, maint
778,671.3 601788.5 198,396.0 81,071.3
Over / under used MAV 206,909.7 258,059 65,264.6 5,050.1
8
Buy-Sell Vol ratio to
total City overused
0.7275 NA 0.2529 0.0196
Buy Vol in K gal 187,744.2 NA 65,264.6 5,050.1
Tot Net take over
MAV
22,279.2 NA 7,717 622
K gal purchased 187,744.2 NA 65,264.6 5,050.1
K gal sold NA 258,059 NA NA
Total paid $ $580,129.70 NA $201,667.80 $15,604.80
Total received $ NA $797,402.30 NA NA
Thus, the purchase of unused MT/P from Seller City to purchasing Cities of Melissa,
Van Alstyne and Howe is shown above resulting in a total purchase of unused MAV
from Anna of $ 810,305.3
Note that there was no refund from NTMWD for rebate program from usage under
MAV to GTUA 2024 water year.
Note that program responsibility is CGMA Cities:
This program is not regulated or controlled by GTUA but has been developed by the CGMA
Facilitator as an Interlocal-Agreement among CGMA participating cities for the benefit of the
participants with GTUA recognizing the cooperative arrangement between the Cities and
reducing the Buying Cities subsequent year MAV by the volume purchased through the
Interlocal Agreements between Buyer and Seller Cities. MAV obligations are paid by all cities
in equal monthly payments beginning in October and concluding in S eptember of each fiscal /
budget year for the MAV as set for the water year beginning August 1 of each year based on
the adjusted consumption in the prior water year ending July 31. A true up of additional water
volumes over MAV is charged upon final determination of actual volumes based on both
NTMWD and GTUA records.
Participation in this program is not a requirement, but a choice that each participant
determines independently. It is noted that the Buying City would have to pay the established
water rate for the water year if this option were not available and no recovery would be
available to selling Cities absent this program. However, the program allows:
1. Selling Cities to recoup a portion of the funds already spent for their required 2024
MAV; and for
2. Purchasing Cities to pay for water actually used at a moderately discounted price
which allows said Purchasing City to reduce the increase in their respective MAV
for the subsequent year by up to the amount of purchased MAV from selling City(s).
level.
9
3. Cites should remember that regardless of where its consumption is for any year ….
either a buyer or seller of unused MAV, that position could be changed as growth
and water consumption impacts each Participant differently in future years.
It is anticipated that this program will be presented to the CGMA Board for review at a Board
Meeting in October 2024, CGMA Board meeting. A recommendation will be made by Staff at
that meeting; however, while this report is Staff prepared and recommended, no action is
anticipated or suggested until City Management and other staff have had time to review and
comment if desired.
CGMA Water System Recent History After buy sell Adjust 2022-2024 9/21/2024 DP revised
Option 1 Flush-ratio based on ratio of City Take to total System Take Page 1
Actual 2023-24 MAV 1,633,584 571,761.6 859,848 126,469 75,505.4 1,633,584 Corrected MAV Feb, 24 based
no buy sell adjustment Tot mo / ann Melissa Anna Van Alstyne Howe lost , flushed
Received Delivered Delivered Delivered Delivered & unaccted Water Yr BD-PS
2023-24 Water Year use K Gallons K Gallons K Gallons K Gallons K Gallons K Gallons K Gal Total Average
31 August 241,632 108,222 94,933 21,267 7,976 11,062 243,460 7.85
30 September 219,404 97,815 71,339 22042 6,497 8,370 206,063 6.87
31 October 133,055 66,142 41,311 17488 4,046 2,496 131,483 4.50
30 November 83,828 41,104 30,761 10643 1,012 3,837 87,357 2.87
31 December 90,076 32,600 33,543 9,351 5,797 2,088 83,379 2.75
31 2024 January 110,660 33,900 50,274 16,003 7,072 3,129 110,378 3.53
28 February 82,322 33,249 32,234 11,159 6,799 7,186 90,627 2.99
31 March 115,170 42,481 45,956 11,772 7,194 7,390 114,793 3.70
30 April 108,592 48,996 30109 12,622 6,464 5,719 103910 3.52
31 May 98,553 51,276 32,585 14,188 7,742 7,120 112,911 3.60
30 June Projected 161,624 76,499 43,836 16,369 7,377 17,541 161622 5.04
31 July Projected 219,287 108,822 65,877 25,921 9,184 8,416 218220 7.33 below, checks on math
totals - actual Wtr Yr take 1,664,203 741,107 572,757 188,825 77,160 84,354 1,664,203
Flush-ratio City take to Tot Take before buy-sell 0.4453 0.3442 0.1135 0.0464 % flush to Take 5.069%94.931%
Flushing, allocated volume per above ratio 37,565 29,032 9,571 3,911.03 80,078 80,078 4,275.70 flush diff
Total Adjusted Wtr Take incl flushing adj 778,671.3 601,788.5 198,396.0 81,071.03 see note 1 below 1,659,927 1,664,202.55
overused / unused take (Volume 206,909.7 258,059 71,927.0 5,565.6 284,402 tot City overuse
Ea City take % of tot City overage 0.7275 NA 0.2529 0.0196 1.00
Buy Vol in K gal - Ci over use ratio total over use 187,744.2 NA 65,264.6 5,050.1 see note 2 below 258,059 total buy and
Sell Volume in K gallons NA 258,059 NA NA sell vol
Adj 25 WY MAV after buy-sell 1,664,203 590,316 859,848 133,142 76,021 Projected 1,659,327 note:ck 1 K gal
Tot 2025 WY MAV increased 30,619 off in calc
% MAV increase 1.87%(4,876) diff in flush
Buy / Sell price / K Gal - & total 3.09 / K gal 580,129.7$ 797,402.3$ 201,667.8$ 15,604.8$ 797,402.3
on adjusted flushg Feb-July, 2023
Page 1
P2
notes: 1. 2024 flushing allocated as ratio WY Take tp total System Take. Adjustments should be all complete, but there could
be another small adjustment missed in the spreadsheet preparation.
2. Buy -Sell allocations based on ea Buying City over MAV take as % of total overage take by Selling City.
3. Consistent with historical calculation, buying Cities pay selling Cities for buying cities overuse from selling ciites underuse;
limited to Buying citiies total over use limited to Selling ciities underuse volume. Selling Citiies excess underuse beyond
4. Setting new year MAV:
A. Selling Ciities excess underuse that exceeds Buying Cites aggregate overuse is added to Selling Cities MAV from use
the recent water year MAV to set subsequesnt year Selling Cities MAV.
B. Buying Cities new water year MAV is set by reducing the recent water year MAV total take by the volume of water
purchased from the Selling City or Cities with the explicit provision that the result cannot be less than the Buying City or
Cities most recent fully completed water year MAV.
5. Buy -Sell water volume price per K Gallons is set by the calculations illustrated in the Buiy-Sell Concpet paper (for the subject
Buy-Sell of unules MAV from the most recently completed water year. Said Concept paper will be finalized and
distributed within days of NTMWD final volumes for the recently completed water year being received by GTUA.
Volumnes per K gallons will be detailed based on all cities participating; should any Buying Ciity not participate, the
buy volume of that City may be redistributed to other Buying Cities up to the Max Volume available from the Selling
City or Cities.
6. It is noted that the benefits to the selling City or Cities is to recoup the amount of sell price (reduced by prior historical
buy-sell price or by other method to arrive as a reasonable and faiir buy sell priice inlcuding NTMWD or GTUA cost
records or an average of the purchase price reduction from prior years. It is intended that the selling City can sell up
to the volume of undertaken MAV water from the selling City from the immediately completed Water Year; however
such volume may not reduce the MAV in said Buying City or Cities.
Page 2
Item No. 5.f.
City Council Agenda
Staff Report
Meeting Date: 12/17/2024
Staff Contact: Steven Smith
AGENDA ITEM:
Approve a Resolution and authorize the City Manager to execute an Interlocal
Agreement for the 2024 Buy-Sell Program implementation for the Collin Grayson
Municipal Alliance with the City of Van Alstyne, Texas. (Director of Public Works Steven
Smith)
SUMMARY:
The attached Resolution and Interlocal Agreement allows the City of Anna to sell the
unused portion of the City of Anna's apportionment of water through the Collin Grayson
Municipal Alliance to the City of Van Alstyne.
FINANCIAL IMPACT:
This item (along with the companion item with the City of Melissa) will result in a total
payment to the City of Anna by the City of Melissa and the City of Van Alstyne of
approximately $800,000. The funds will be deposited into the Utility Fund, for use in
paying for utility operations, maintenance, and the purchase of future water.
BACKGROUND:
The Colllin Grayson Municipal Alliance (CGMA) is a four-city conglomerate which
contracts with the Greater Texoma Utility Authority (GTUA) for the purchase of treated
potable water from the North Texas Municipal Water District (NTMWD). The CGMA as a
whole is allotted a specific amount of water on an annual basis from NTMWD. This
allotment is distributed between the four cities based upon anticipated use. Each year,
the cities participate in a buy-sell program, to allow cities who have used more than their
share of the CGMA allotment to purchase an unused portion of another CGMA city's
allotment.
In prior years, the City of Anna purchased unused water from Howe, Van Alstyne, and
Melissa. This year, the City of Anna is able to sell our unused portion to the cities of
Melissa and Van Alstyne. The program provides a financial benefit to all four cities by
allowing for flexibility to meet water demand without increasing the "take-or-pay" amount
NTMWD sells to CGMA.
STRATEGIC CONNECTIONS:
This item supports the City of Anna Strategic Plan, specifically advancing the strategic
outcome area: Resilient.
ATTACHMENTS:
1. Res Anna sell to Van Alstyne 2024 MAV_ 11-11-24
2. ILA Anna-VA _buy-sell-MAV from Anna to VA 2024 wtr yr_11-11-2024 - Copy
3. Exhibit A - Memo from Don Pascal with Buy-Sell calculations
4. Exhibit B - Buy-Sell-Use Calculations from Don Pascal
RESOLUTION NO. __________
A RESOLUTION RELATED TO AN INTER-LOCAL AGREEEMNT
BETWEEN THE CITIES OF VAN ALSTYNE AND ANNA IN WHICH ANNA
AGREES TO TRANSFER A PORTION OF IT’S RESPECTIVE
CONTRACTUAL MINIMUM ANNUAL VOLUME WATER OBLIGATION
WITH THE GREATER TEXOMA UTILITY AUTHORITY TO THE CITY OF
VAN ALSTYNE IN EXCHANGE FOR AN AGREED PAYMENT FROM VAN
ALSTYNE AND AUHORIZING THE EXECUTION AND ADMINISTRATION
OF SAID INTER-LOCAL AGREEMENTS
WHEREAS, the Cities of MELISSA, ANNA, VAN ALSTYNE, and HOWE have
previously authorized and executed agreements with the Greater Texoma Utility Authority for a
surface water supply system to be planned, funded, constructed, and operated by GTUA,
including the payment of monthly Minimum Annual Volume (MAV water) purchase provisions
necessary to fund said water transmission system and purchase of potable water; and
WHEREAS, the City of ANNA has chosen to not accept delivery of some or all of the
required water through the end of the 2024 water year (ended July 31, 2024) and said City
desires to transfer a portion of its respective and obligated Minimum Annual Volume for said
2024 water year to the City of VAN ALSTYNE for consideration detailed in an inter-local
agreement; and
WHEREAS, the City of VAN ALSTYNE has indicated interest in purchasing the stated
portion of the Minimum Annual Volume from the Cities of ANNA for the water year ended July
31, 2024 as explained in a report memorandum to the City Managers / Administrators of the
Cities of Melissa, Anna, Van Alstyne, and Howe dated September 21, 2024 and revised
October 3, 2024 by Donald E. Paschal, Jr., consultant to said cities, which memorandum is
attached to the respective Inter-local agreements for each specified City as “Exhibit A”; and
NOW, THEREFORE BE IT RESOLVED, by the City Council of the City of VAN
ALSTYNE that:
SECTION 1: The City Council of the City of VAN ALSTYNE authorizes the City
Administrator to execute inter-local agreements with the City of ANNA under the terms detailed
in said inter-local agreement, which provides for the following:
A. Receiving the transfer of a portion of said selling City of ANNA’s GTUA required
2024 water year MAV to VAN ALSTYNE as provided for in the respective Inter-
local Agreement.
B. Paying the invoice submitted by the respective selling City of ANNA for the agreed
portion of the 2024 water year MAV specified in the inter-local agreement.
SECTION 2: It is specifically provided that the participating cities shall have the right to verify
quantities of water with the GTUA prior to final consummation of the attached agreement.
Upon motion of _______________________ seconded by _______________________,
the above resolution was approved by the City Council of the City of ____________ at its
meeting held this ______ day of _________________, 2024, by the following vote:
_____ AYE _____ NAY _____ ABSTAIN
_____________________________
Mayor, City of Anna
______________________________
City Secretary, City of Anna
(S E A L)
ILA for MAV Transfer Agreement from Anna to VA for 2024Water Year - Page 1
INTERLOCAL AGREEMENT BY AND BETWEEN
THE CITY OF VAN ALSTYNE, TEXAS AND THE CITY OF ANNA, TEXAS
FOR PURCHASE AND CORRESPONDING SALE OF A PORTION OF THE
SELLING CITY’S MINIMUM ANNUAL VOLUME OBLIGATION UNDER THE
GTUA-CITIES OF MELISSA, ANNA, VAN ALSTYNE, AND VAN ALSTYNE
POTABLE WATER SUPPLY CONTRACT
THIS AGREEMENT is made and entered by and between the CITY OF VAN
ALSTYNE, TEXAS, a Texas Home-Rule Municipal Corporation, hereinafter referred to as
"Van Alstyne", and the CITY OF ANNA, TEXAS, a Texas Home Rule Municipal Corporation”
hereinafter referred to as "Anna”, collectively referred to herein as the “Cities”, as follows:
W I T N E S S E T H:
WHEREAS, both Anna and Van Alstyne are political subdivisions within the meaning
of Interlocal Cooperation Act, Texas Government Code, Chapter 791, as amended (the “Act”);
and
WHEREAS, the Act provides authority for entities such as Anna and Van Alstyne to
enter into inter-local agreements with each other to perform governmental functions and services
as set forth in the Act; and
WHEREAS, each of the Cities have previously entered into an agreement with the
Greater Texoma Utility Authority, hereinafter referred to as “GTUA” for the planning,
construction, funding, and operations of a surface water supply system to serve the collective
Contract Cities of Melissa, Anna, Van Alstyne, and Van Alstyne, which agreement specifies the
obligations of each participant; and
WHEREAS, each of said Cities has entered an Amended and Restated Contract for
Water Supply providing that from the time water has been delivered to each Participating City
for one month and forward, on a monthly basis, each Participating City shall be charged for
water at the greater of its minimum annual volume amount (MAV) under the Potable Water
Supply Contract made and entered between such Participating Cities and GTUA; and
WHEREAS, for the water year 2023-2024 ended July 31, 2024, as provided for in said
water purchase agreements, including the North Texas Municipal Water District, hereinafter
referred to as “NTMWD” standard water purchase agreement, only the Cities of Howe, Van
Alstyne, and Melissa received delivery of water which equaled or exceeded the individual City
required MAV; and
WHEREAS, the Contract Cities of Melissa, Anna, Van Alstyne, and Howe have a multi-
year precedent of the referenced Minimum Annual Volume (MAV) Buy-Sell concept as
referenced herein and as is further referenced and detailed in “Exhibit A” attached hereto for
reference in establishing the buy-sell rate, identifying the MAV water to be transferred, and
referencing the amount of purchase / transfer cost; and
ILA for MAV Transfer Agreement from Anna to VA for 2024Water Year - Page 2
WHEREAS, the City of Anna is desirous of selling to each Van Alstyne, Melissa, and
Van Alstyne a portion of their unused MAV and Van Alstyne, Melissa, and Van Alstyne are
willing to purchase said unused portion of the MAV as defined in this agreement and detailed in
“Exhibit A” thus allowing Anna to recover a portion of its purchased but unused MAV for the
stated water year; and
WHEREAS, the background of the above noted agreements, volumes, rates, and
circumstances are further detailed in the September 21, 2024, updated October 3, 2024,
memorandum titled “Sale of GTUA-CGMA Buy-Sell MAV to Participant City” attached hereto
for reference and labeled “Exhibit A”.
NOW, THEREFORE, VAN ALSTYNE and ANNA, for and in consideration of the
recitals set forth above and terms and conditions below, agree as follows:
I.
TERM
This Agreement shall apply to the NTMWD water year ended July 31, 2024 and shall be
executed and consummated in full between October 31, 2024 and January 31, 2025 or as soon
thereafter as reasonably possible and shall not apply to subsequent water volumes or water years
unless said Cities so authorize by subsequent agreement.
II.
AGREEMENT
The Cities agree that ANNA shall transfer 65,264,600 gallons (65,264.1 one-thousand-
gallon increments) of MAV water to VAN ALSTYNE for the water year ended July 31, 2024,
and VAN ALSTYNE shall remit to ANNA a payment for said transfer of MAV at the rate of
$3.09 per thousand gallons totaling in the sum of $201,667.80 as payment in full for said portion
of Anna’s unused 2024 MAV. Following execution of this agreement, ANNA shall submit to
VAN ALSTYNE an invoice for the transfer of the described MAV for the above stated sum and
VAN ALSTYNE shall remit payment for said transfer within thirty (30) days of receipt of said
invoice, it being the intent that this transaction shall be completed as soon as reasonably possible,
but on or before January 31, 2025, if possible, although it is specifically provided that
completion of said invoicing and payment after said date shall not invalidate any portion of this
agreement, it being the intent Van Alstyne to complete said transaction before or by the
stipulated date.
III.
RESPONSIBILITIES OF THE PARTIES
1. The respective City Councils of VAN ALSTYNE and ANNA shall each approve an
Interlocal agreement authorizing the sale / purchase of the stipulated portion of MAV water as
described herein and further detailed in the attached Exhibit A.
2. ANNA, following approval of the interlocal agreement by each party thereto shall submit
to VAN ALSTYNE an invoice for the referenced volume of MAV water detailed above in
Section II and for the stipulated sell / purchase amount.
ILA for MAV Transfer Agreement from Anna to VA for 2024Water Year - Page 3
3. VAN ALSTYNE shall remit to ANNA the above stated payment for the transferred
MAV water within thirty (30) working days of the receipt of referenced invoice.
4. Any party hereto wishing to verify the metered quantities of water or the portion of the
minimum annual volume to which this agreement refers shall be entitled to verification subject to
said verification being completed prior to the submission of the invoice referenced in item III – 2
above. Should GTUA verification indicate a different volume of minimum annual volume than
referenced herein, the parties hereto shall modify said quantity and the resultant payment for said
quantity of minimum annual volume prior to the invoicing and payment phase (item III – 2 & 3
above).
IV.
TERMINATION
The Cities recognize that this Agreement shall commence upon the effective date herein
and continue in full force and effect until termination in accordance with its provisions. ANNA
and VAN ALSTYNE herein recognize that the continuation of any contract after the termination
of this agreement or impacting any future water year shall be subject to City Council approval
for each City, respectively. Following termination of this agreement, or should either City fail to
execute this agreement, there shall be no further commitment hereunder. However, upon the
occurrence of such event in which either party terminates this Agreement by giving the other
party thirty (30) days written notice, the selling party shall forward such notice to GTUA so that
alternative billing for the water volume specified in this agreement may be processed per the
GTUA-CGMA billing policy.
V.
RELEASE AND HOLD HARMLESS
ANNA and VAN ALSTYNE, to the extent authorized under the constitution and laws of
the State of Texas, agree to be responsible for their own acts of negligence which may arise in
connection with any and all claims for damages, cost, and expenses to person or persons and
property that may arise out of or be occasioned by this Agreement. In the event of joint and
concurrent negligence, ANNA and VAN ALSTYNE agree that responsibility shall be
apportioned comparatively. This obligation shall be construed for the benefit of the parties
hereto, and not for the benefit of any third parties, nor to create liability for the benefit of any
third parties, nor to deprive the parties hereto of any defenses each may have against third parties
under the laws and court decisions of the State of Texas.
VI.
AUTHORITY TO SIGN
The undersigned officer and/or agents of the parties hereto are the properly authorized
officials and have the necessary authority to execute this Agreement on behalf of the parties
hereto. The Cities have executed this Agreement pursuant to the authority granted by its
governing body.
ILA for MAV Transfer Agreement from Anna to VA for 2024Water Year - Page 4
IX.
SEVERABILITY
The provisions of this Agreement are severable. If any paragraph, section, subdivision,
sentence, clause, or phrase of this Agreement is for any reason held to be contrary to the law or
contrary to any rule or regulation having the force and effect of the law, such decisions shall not
affect the remaining portions of the Agreement.
X.
VENUE
This Agreement and any of its terms or provisions, as well as the rights and duties of the
parties hereto, shall be governed by the laws of the State of Texas. The parties agree that this
Agreement shall be enforceable in Collin County, Texas, and, if legal action is necessary,
exclusive venue shall lie in Collin County, Texas.
XI.
INTERPRETATION OF AGREEMENT
It is acknowledged that this is a negotiated document. Should any part of this Agreement
be in dispute, the Cities agree that the Agreement shall not be construed more favorably for
either City.
XII.
REMEDIES
No right or remedy granted herein or reserved to the parties is exclusive of any right or
remedy granted by law or equity; but each shall be cumulative of every right or remedy given
hereunder. No covenant or condition of this Agreement may be waived without the express
written consent of the parties. It is further agreed that one (1) or more instances of forbearance
by either party in the exercise of its respective rights under this Agreement shall in no way
constitute a waiver thereof.
XIII.
SUCCESSORS AND ASSIGNS
The parties each bind themselves, their respective successors, executors, administrators
and assigns to the other party to this contract. Neither party will assign, sublet, subcontract or
transfer any interest in this Agreement without the prior written consent of the other party. No
assignment, delegation of duties or subcontract under this Agreement will be effective without
the written consent of both parties.
ILA for MAV Transfer Agreement from Anna to VA for 2024Water Year - Page 5
IN WITNESS WHEREOF, the parties have executed this Agreement by signing below.
CITY OF ANNA, TEXAS
Date: By:
Ryan Henderson
City Manager
APPROVED AS TO FORM:
CITY ATTORNEY
CITY OF VAN ALSTYNE, TEXAS
Date: _____________________ By: ________________________
Lane Jones
City Manager
APPROVED AS TO FORM
CITY ATTORNEY
ILA for MAV Transfer Agreement from Anna to VA for 2024Water Year - Page 6
ACKNOWLEDGMENTS
STATE OF TEXAS §
§
COUNTY OF COLLIN §
This instrument was acknowledged before me on the ______ day of _____________,
2024, by _____________________, _______________ of the City of Anna, Texas, a Texas
Home-Rule Municipal Corporation, on behalf of said municipality.
Notary Public, State of Texas
STATE OF TEXAS §
§
COUNTY OF GRAYSON §
This instrument was acknowledged before me on the ______ day of _____________,
2024, by ____________________, ____________________, of the City of Van Alstyne, Texas,
a Texas Home Rule Municipal Corporation, on behalf of said municipality.
________________________________
Notary Public, State of Texas
Exhibit A
Attach copy of October3, 2024 memorandum from Donald E. Paschal, Jr. to CGMA Mayors
and City Managers regarding the subject: “Sale of GTUA-CGMA MAV to Participant City”
DONALD E. PASCHAL, JR.
904 Parkwood Court McKinney, TX 75070 Tel. & FAX 972.529.1325
email: don@paschalconsulting.com
To: CGMA City Managers and Mayors
Subject: “Sale of GTUA-CGMA Buy-Sell MAV to Participant City Report”
with Buy-Sell Program Concept Changes / Revisions
Date: October 3, 2024
Buy-Sell Concept Overview:
GTUA-CGMA Cities have engaged the Minimum Annual Volume (MAV) Buy -Sale Concept
since October 2011. The process of the Buy-Sale process includes a detailed Concept Report
with recommendations from the CGMA Facilitator / Consultant (Don Paschal), a summary
report of the recently completed Water Year water take with data showing both unused and
overused MAV (Minimum Annual Volume) includes an annual report, a recommendation from
Consultant (Don Paschal), the MAV available for sell from under using Cites to overusing
Cities, and the projected MAV volume in K (1000) gal units proposed for sale to buying Cites.
Both Selling and Buying cities must execute an interlocal agreement documenting the sale in
MAV volume and the dollar amount of the buy / sell actions. The Concept plan and associated
MAV volumes are recommended to the Cities by the CGMA Board at the Fall Board meeting
and subsequently followed by City adoption of the authorizing Resolutions & ILAs. The
Consultant has traditionally prepared the Re solutions and ILA using a consistent format for all
Cities. Consultant typically distributes the documents to all Cities prior to the Fall Board
meeting to allow time for the respective City Staffs to review and provide comments to the
Mayors prior to the CGMA Board meeting and ultimately to their respective City Council s.
The purpose was and still is to allow Cities using more than their MAV (formerly MT/P) to
purchase unused MAV from Cities using less than their MAV (Minimum Annual Amount). The
selling City recoups a portion of their already purchased MAV and the purchasing City
purchases an amount of the selling city(s) unused water up to the amount of aggregate
underuse by the selling City(s). The purchased volume of untaken / unused MAV is prorated
as a ratio of the buying Cites overuse to the aggregate overuse by all CGMA cities. Overage
of water in excess of the MAV purchased by overusing Cities cannot exceed the unused MAV
volume of underusing Cities. .
All the water purchased from NTMWD by GTUA for the benefit of CGMA Cities goes through
GTUA as the contracting / managing entity based on the collective CGMA MAV for the subject
Water Year (August 1 through July 31). The MAV for each City is paid in full by all CGMA
Cities in monthly payments beginning the first month of the GTUA (and City) Fiscal Year
October 1 through September 30 following the Water Year completed on the prior July 31 WY
completion. Currently all CGMA Cities have the same FY as GTUA and NTMWD. Following
the end of the Water Year, final accounting is computed by NTMWD (usually the variance in
2
NTMWD and GTUA total take is negligible with final accounting of volumes based on the end
of WY “true up”. Additionally, any rebates / refunds based on NTMWD system cost savings
are also reported and incorporated on any end of year “true up” by GTUA and either credited
to the last billing of the FY or first billing of the new FY or may be paid directly to the subject
City by GTUA.
The purchased MAV water between buying and selling City is then reduced from the final
calculated take of the buying Cities to arrive at the MAV for the subsequent Water Year (but
not less than the prior year MAV). The Sell ing City subsequently invoices the buying Cities
for the prior year MAV purchased at a reduced rate generally based on historical variable cost
reduction. Thus, both the selling and buying Cities received benefit with the selling Cities
recouping a material portion of the previously purchased but unused MAV and the buying Cities
paying for the additional water taken, but at the somewhat reduced rate and receiving credit
(reduction) for the subsequent WY MAV. The Buy-Sell of MAV water is accomplished through
an interlocal agreement as referenced above between the cities and thus is not a component
or process which GTUA either blesses or manages other than documenting the adjustment to
future MAV of the buying Cities (the selling Cities subsequent year MAV is not generally
impacted by the buy-sell process (but could be impacted by flushing water used).
The purpose of this Communication to the Cities is to advise all CGMA participants that the
Buy-Sell Program has been impacted by the Contract Entity agreement implemented in 2021
Water year by NTMWD. Prior to that date, NTMWD operated under a policy which provided
with entities using water volume in excess of the then Minimum Take or Pay which was the
term for minimum required water purchase for the water year; that term and concept were
replaced in 2021 by the new standard Member and Customer Contract which used the term
Minimum Annual Volume (MAV) referencing the base level of water obligation by each entity
during a given Water Year. The terminology change was mainly to provide awareness of two
major changes:
1. Prior to the change, water purchased more than the MT/P was charged as a significantly
reduced rate based on the calculation of production cost that were not incurred by
NTMWD due to the water not being produced and pumped to the users. Cost related
to debt service, maintenance, and System operational cost were all charged a s
budgeted as the minimum revenue to keep the system solvent and operational.
2. Subsequent to the change in 2021, Member Cities which had experienced significant
reduction in water demand due to conservation programs could qualify through specific
criteria for a gradual reduction in MAV whereas there previously had been no way to
reduce annual water year contract water volume.
GTUA and the CGMA Cities had been practicing the buy-sell concept since 2011 using the
reality that the contract was with GTUA, an “aggregating entity” responsible for a single GTUA
MT/P or MAV. Each participant City had its own MT/P or MAV under their contracts with GTUA
(same basic contract as NTMWD has with others including GTUA, thus there is consistenc y in
terms, definitions, etc.). In 2011 we developed the mechanism for under MAV users to sell a
portion of the untaken MAV to other CGMA participants taking excess water over their MAV.
This allows users taking excess water over MAV to reduce a portion of the increase in their
MAV while allowing the under user to recoup a portion of the water charges paid during prior
Fiscal year for water year MAV. The GTUA group is the only group known by this consultant
3
to use this concept to reduce the sunk cost of underuse MAV while helping over users to
reduce their subsequent year MAV. Both entities receive benefits which is a significant offset
to the increased cost of excess water or reduction of cost of under MAV use to the respective
GTUA City customer participants.
This Concept Report also serves the purpose of advising each Participant City of any program
implementation changes for the current Water & Fiscal Year with summaries as needed of the
historical program interpretations and adjustments. The primary adjustments involve
interpretation of the credit to the water rate paid by buying Cities and similar reduction in
payment received by the selling City or Cities. Prior to 2021, the cost of excess water varied
but was generally as much as 35% or more of the base water cost per K gallons Beginning in
2021, the cost credit buyers received from sellers has been relatively moderate being generally
based on the cost of power and chemical cost that the District might have avoided under the
older program….this was the best way to identify a cost that mimicked the old system. While
underuse does not occur every year, there are years where this program cannot be used, but
it was positive under the old definitions / program and has been worthwhile under the new MAV
program.
It appears to be a good opportunity for all CGMA cities for the recently completed water 2024
Water Year to either reduce otherwise lager 2025 MAVs, recoup a large portion of the untaken
MAV cost, and purchase another’s unused MAV at an attractive cost; the program is therefore
recommended for 2024 and future years. Consultant will proceed with crafting the final
program for CGMA Board and Cities to act on which consists of Buy-Sale Interlocal
Agreements and Resolutions that will be forwarded to Participant Cities for review by City Staff
to allow review prior to approval of the enacting City Resolutions which authorize execution of
the Interlocal Agreements between buying and selling Cities . This process can be executed
as early as the end of September or in October with payments occurring in October or later. It
is noted as a reminder that the last MAV payment is made in September with October
beginning a new Fiscal Year of payment for Water Year water take based on the 12-month
water year ending July 31. It has been the practice for the CGMA Board to consider and act
on recommending the program for acceptance and approval at the fall, preferably October,
Board Meeting. CGMA Board endorsement at the noted fall Board Meeting (or by email review
and approval as may be necessary) is a historic precedent that serves the purpose of group
review and discussion followed by the CGMA policy advisory Board recommending the
program and having that action recorded in the Board Minutes. There could be adjustments
to the concept details as implementation alternatives are identified.
Concept Modifications Contemplated:
The following summarizes the concepts and proposed actions for Buy-Sell Program
modifications:
➢ Historical 2011 thru 2024 Program & Summary of Proposed Program
Modifications
o Based on prior year precedents, a member City which took water beyond its MAV
may acquire a portion of the unused MT/P (now MAV) from other CGMA member
City or Cities. Such acquisition allows the selling City to recoup a major portion of
4
the cost of the MAV paid during the Fiscal Year for Water Year MAV (ending on
July 31 of a given year) for an established discounted price.
This practice is recommended for continuation for the benefit of all CGMA
Cities with adjustments as detailed below.
o The change (implemented in 2021) is that the established price no longer has a
NTMWD Excess Water Rate to use for adjusting the price of the buy-sell MAV
water. The NTMWD base contract provides for Additional Water vol over MAV, to
be purchased by Cities at the annual water rate set by NTMWD plus the GTUA -
CGMA cost components set by GTUA-CGMA Policy. The NTMWD Customer
Contract, implemented with the 2021 Water Year provides that Contract & member
Cities (entities) pay the full water rate for Additional Wa ter (at least until such time
as The District reinstates some form of excess or discounted additional water take
policy. Therefore, based on the 2021 Customer contract, buying Cities shall pay
the established water year rate for Additional Water taken over the MAV. This
would require cities using more than the MAV to pay the annually established MAV
water rate for volumes over the MAV. Hence, the benefit of the CGMA-GTUA
(group) system, which NTMWD considers as a single MAV purchase by GTUA,
provides the opportunity for unused water by some participants to sell their unused
MAV to participants using more that its established MAV for a given water ye ar at
a discounted rate (otherwise, all cities would simply pay the full rate resulting in
overpayment for the GTUA system.
o Basis for buy-sell rate calculation – GTUA and other Customer as well as Member
Cities were impacted starting in 2021 by an advisory notice of failure to reach the
MAV volume from NTMWD if a portion of the MAV was not used. The basis of
this concept was that entities using less than the Water Year MAV could share
proportionally in one-third of the unspent / unused NTMWD budget. This policy
of the District has not produced m uch savings or refunds for most entities except
larger entities which had allowed their MAV to get out of hand by not implementing
conservation policies aggressively resulting in high and unsustainable use.
Further, this policy is restrictive for CGMA Cities as the individual entities are
generally not contract entities of NTMWD. CGMA as a whole seldom has
significant untaken MAV and thus the policy is of little use. In reviewing the recent
history of CGMA Cites, the tendency has been to use excess water (above MAV
level) after hitting the established MAV. The growth of all CGMA Cities tends to
indicate that refunds from unuse are not likely to be significant. On the other hand,
the Buy-sell has projected positive benefits for under and over users of their MAV.
o For 2022 Water Year, the available NTMWD data showed a discount for Cities
selling unused MAV at a price of $0.60 / K gallons. No buy-sell was performed in
2023 water year as all cities used their full MAV
o For2024 Water year, it is suggested that the same rate as 2022 be used; thus a
$0.60 discounted purchase of unused MAV. As Water Rates rose, it is likely that
if available, similar data as used in 2022 would have generated an equal or higher
5
rate than the 2022 WY discount for the buy-sell agreement, therefore, using the
same discounted amount as 2022 is rational. If any adjustments were identified,
it is believed that a higher discounted amount than $0.60 / K gallons would result.
o Observations for buy-sell alternative discounting polities:
The Policy provision has been: the Selling Participants discounted price for the
water being sold under the Buy-Sell agreements shall be based on the cost
savings from NTMWD budget data using cost avoidance for electricity,
chemicals, and similar cost not incurred for untaken MAV. Unused group MAV
will be proportionately shared among Participant’s individual under use of Entity
MAV allowing individual entity remaining unused MAV to be sold through the
Buy-Sell Program and discounted to the Buying Participant.
The GTUA-CGMA buy-sell cost calculations should be adjusted to apply the
discount methodology as the buy-sell cost calculation using the NTMWD data
if available, although it is likely difficult to secure all the same data in the future
since the District does not routinely produce that data as it is no longer part of
District operational contracts. GTUA should be able to secure enough
indicators of likely impact on the discount rate even if specific, detailed costs
are not available. Therefore, if the CGMA group wants to retain the practice of
using available District data there is likely still enough information to provide a
rational provision available to discount the buy-sell MAV water.
Alternatively, the cost discounted rate or rate concept could be one approved
by the CGMA Board with discussion from CGMA Cities Staff. As an example,
the process could be simplified to be a specified percentage such as a fixed
20%. Such a fixed rate could be adjusted annually or periodically as the CGMA
members agree is reasonable and could be independent from the con cerns
over gathering appropriated cost reduction data from specific NTMWD.
Another alternative could be to take an average of the % of rate discount over
time. For example: in eleven of the last 12 years, a discounted rate was
calculated using either District data or the same as the prior year. The result
is an average or 21.43 % off the standard NTMWD rate (does not impact the
GTUA budget allocation or CGMA-GTUA debt / capital rate calculation). Based
on the 2024 Water Year rate after $0.05 adjustment recently granted resulted
in a $3.74 / K gallons rate times a 21.43% rate adjustment for purchased MAV
would result in a $0.8015 rate discount. Thus, the above referenced $0.60
discount may seem too low to some cities. If the group overall want toe raise
the discount amount, it is suggested that it be gradually phased in at the rate
of 2 to 3 cents per year in an effort to be as equitable to both buying and selling
Cities.
o It is important that:
6
a. There be a benefit that induces the Buying Participants to purchase unused
MAV from Selling Participants, and
b. it is rational that Participants not using all their allocated MAV bear some
cost exposure.
c. This concept proposed has provided the buyers that purchased amounts of
unused MAV a discount ranging from 13% to 16% (except for the 2011 &
2012 anomaly years with the Sellers having the similar, but moderately
increasing levels of reduction from the base cost of water.
d. Additionally, the buyer Participant(s) will continue to receive credit for the
purchase of unused MAV volume reducing their subsequent year MAV by
the purchase volume. This also allows the aggregate CGMA MAV to match
the calculated GTUA MAV as calculated by NTMWD.
e. The Policy provides that the Selling Participants discount the water under
the Buy-Sell agreements by calculation, if available, of rational cost savings
to the production of water from the source assuming adequate data is
available. Alternatively, the cost discounted rate or rate concept could be
one approved by the CGMA Board with consent of the CGMA Cities Staff.
As an example, the process could be simplified to be a specified percentage
such as a fixed 20%. Such a fixed rate could be adjusted annually or
periodically as the CGMA members agree is reasonable and could be
independent from the concern over gathering detailed cost reduction data
from specific annual cost factors. gallons.
f. For the 2024 water year buy-sell agreement, the $0.05 cost rebated to the
base price resulted in a base price for the year $0.05 less than the initial and
invoiced price for all the MAV water; this nickel system wide credit or
reduction in base price shall be used as the base price for calculat ing the
buy-sell price.
o It is possible (as occurred in the 2021 Water year and again in the recently
completed 2022 Water Year) that an overusing City may have used more water in
excess of its MAV than available from at the Selling Cities; in such case, said city
shall pay the GTUA-CGMA system the full rate for the Water Year based on billing
after all true up volume data is validated by NTMWD and GTUA. Such was not
the case for the 2021 WY.
Therefore, to assure clarity, the Buying City is responsible for:
1. Purchasing it’s full share of MAV as billed for the WY by GTUA.
2. Purchasing available or agreed portion of unused MAV water from selling
City or Cities.
3. Purchasing any additional water taken beyond said Participant’s MAV plus
any unused MAV purchased from Selling Participants; the cost for this
volume shall be the full established rate for the subject water year as a true
up at the end of the water year when volumes and any rebates are validated
by both GTUA and NTMWD.
4. Additionally, purchasing City will receive a credit applied to the subsequent
Water Year MAV thus reducing the subsequent year MAV by the volume
purchased from Selling Cities.
7
o Staff recommends the above methodology which provides:
1. Transparency in source of applicable rate and discount amount
2. Avoids conflicting accounting for short-term issues by charging the annually
charged rates, and
3. Maintaining the credit for subsequent year MAV volume. Back testing has
indicated consistency with audit validity with NTMWD volumes and the
collective GTUA MAV while maintaining full accounting audit capabilities.
• The following tables illustrate the funding methodologies and the resulting buy – sell
amounts for the 2023-24 water year which started August 1, 2023 and ended July 31,
2024. The NTMWD beginning of year price / K gal was $3.79 / K gal. Subsequently,
last month, NTMWD granted a $0.05 / K gal credit (reduced price for the full 2023 -24
water year. While no credit for underused water was grant ed in the 2023 WY,
Documentation from historical records indicated that if a credit for unused water had
been granted, the adopted Water credit for 2023 WY was would likely have been based
on $0.60 / K Gallons for that water year and that is the discounted rated included
in the data below. If the Cities want to increase the discount rate, Consultant
will be pleased to make the necessary revisions to this document. Therefore,
it is recommended that the 2024 WY credit for the buy-sell agreements be $0.60
/ K gallons as a reasonable and equitable discount rate for the 2024 Buy-Sell
program; unless a differing policy is desired. Several optional methodologies are
noted in the above paragraphs.
2023-24 WY (ended July 31, 2024) customer rate data
All
Entities
CGMA MAV water / K
gal (1000 gal units)
Recommended Discount
Policy for unused MAV
Net sell rate for 2024
Water Year
Net Buy-Sell
Program Rate
rates $3.69 $0.60
$3.09 $3.429
Proportionate Share Use: MAV available to be sold to Excess use City for 20 23-
24 water year
MAV (in K Gal) Melissa Anna Van
Alstyne
Howe
MAV water (all in K
gallons)
571,761.6 859,848
126,469 75,505.6
Flush, ratio City MAV
to tot MAV
0.4453 0.3442 0.1135 0.0464
Share Flush by Ctiy 37,565 29,032 9,571 3,911
Tot Adj Wtr Take incl
share flushing, maint
778,671.3 601788.5 198,396.0 81,071.3
Over / under used MAV 206,909.7 258,059 65,264.6 5,050.1
8
Buy-Sell Vol ratio to
total City overused
0.7275 NA 0.2529 0.0196
Buy Vol in K gal 187,744.2 NA 65,264.6 5,050.1
Tot Net take over
MAV
22,279.2 NA 7,717 622
K gal purchased 187,744.2 NA 65,264.6 5,050.1
K gal sold NA 258,059 NA NA
Total paid $ $580,129.70 NA $201,667.80 $15,604.80
Total received $ NA $797,402.30 NA NA
Thus, the purchase of unused MT/P from Seller City to purchasing Cities of Melissa,
Van Alstyne and Howe is shown above resulting in a total purchase of unused MAV
from Anna of $ 810,305.3
Note that there was no refund from NTMWD for rebate program from usage under
MAV to GTUA 2024 water year.
Note that program responsibility is CGMA Cities:
This program is not regulated or controlled by GTUA but has been developed by the CGMA
Facilitator as an Interlocal-Agreement among CGMA participating cities for the benefit of the
participants with GTUA recognizing the cooperative arrangement between the Cities and
reducing the Buying Cities subsequent year MAV by the volume purchased through the
Interlocal Agreements between Buyer and Seller Cities. MAV obligations are paid by all cities
in equal monthly payments beginning in October and concluding in S eptember of each fiscal /
budget year for the MAV as set for the water year beginning August 1 of each year based on
the adjusted consumption in the prior water year ending July 31. A true up of additional water
volumes over MAV is charged upon final determination of actual volumes based on both
NTMWD and GTUA records.
Participation in this program is not a requirement, but a choice that each participant
determines independently. It is noted that the Buying City would have to pay the established
water rate for the water year if this option were not available and no recovery would be
available to selling Cities absent this program. However, the program allows:
1. Selling Cities to recoup a portion of the funds already spent for their required 2024
MAV; and for
2. Purchasing Cities to pay for water actually used at a moderately discounted price
which allows said Purchasing City to reduce the increase in their respective MAV
for the subsequent year by up to the amount of purchased MAV from selling City(s).
level.
9
3. Cites should remember that regardless of where its consumption is for any year ….
either a buyer or seller of unused MAV, that position could be changed as growth
and water consumption impacts each Participant differently in future years.
It is anticipated that this program will be presented to the CGMA Board for review at a Board
Meeting in October 2024, CGMA Board meeting. A recommendation will be made by Staff at
that meeting; however, while this report is Staff prepared and recommended, no action is
anticipated or suggested until City Management and other staff have had time to review and
comment if desired.
CGMA Water System Recent History After buy sell Adjust 2022-2024 9/21/2024 DP revised
Option 1 Flush-ratio based on ratio of City Take to total System Take Page 1
Actual 2023-24 MAV 1,633,584 571,761.6 859,848 126,469 75,505.4 1,633,584 Corrected MAV Feb, 24 based
no buy sell adjustment Tot mo / ann Melissa Anna Van Alstyne Howe lost , flushed
Received Delivered Delivered Delivered Delivered & unaccted Water Yr BD-PS
2023-24 Water Year use K Gallons K Gallons K Gallons K Gallons K Gallons K Gallons K Gal Total Average
31 August 241,632 108,222 94,933 21,267 7,976 11,062 243,460 7.85
30 September 219,404 97,815 71,339 22042 6,497 8,370 206,063 6.87
31 October 133,055 66,142 41,311 17488 4,046 2,496 131,483 4.50
30 November 83,828 41,104 30,761 10643 1,012 3,837 87,357 2.87
31 December 90,076 32,600 33,543 9,351 5,797 2,088 83,379 2.75
31 2024 January 110,660 33,900 50,274 16,003 7,072 3,129 110,378 3.53
28 February 82,322 33,249 32,234 11,159 6,799 7,186 90,627 2.99
31 March 115,170 42,481 45,956 11,772 7,194 7,390 114,793 3.70
30 April 108,592 48,996 30109 12,622 6,464 5,719 103910 3.52
31 May 98,553 51,276 32,585 14,188 7,742 7,120 112,911 3.60
30 June Projected 161,624 76,499 43,836 16,369 7,377 17,541 161622 5.04
31 July Projected 219,287 108,822 65,877 25,921 9,184 8,416 218220 7.33 below, checks on math
totals - actual Wtr Yr take 1,664,203 741,107 572,757 188,825 77,160 84,354 1,664,203
Flush-ratio City take to Tot Take before buy-sell 0.4453 0.3442 0.1135 0.0464 % flush to Take 5.069%94.931%
Flushing, allocated volume per above ratio 37,565 29,032 9,571 3,911.03 80,078 80,078 4,275.70 flush diff
Total Adjusted Wtr Take incl flushing adj 778,671.3 601,788.5 198,396.0 81,071.03 see note 1 below 1,659,927 1,664,202.55
overused / unused take (Volume 206,909.7 258,059 71,927.0 5,565.6 284,402 tot City overuse
Ea City take % of tot City overage 0.7275 NA 0.2529 0.0196 1.00
Buy Vol in K gal - Ci over use ratio total over use 187,744.2 NA 65,264.6 5,050.1 see note 2 below 258,059 total buy and
Sell Volume in K gallons NA 258,059 NA NA sell vol
Adj 25 WY MAV after buy-sell 1,664,203 590,316 859,848 133,142 76,021 Projected 1,659,327 note:ck 1 K gal
Tot 2025 WY MAV increased 30,619 off in calc
% MAV increase 1.87%(4,876) diff in flush
Buy / Sell price / K Gal - & total 3.09 / K gal 580,129.7$ 797,402.3$ 201,667.8$ 15,604.8$ 797,402.3
on adjusted flushg Feb-July, 2023
Page 1
P2
notes: 1. 2024 flushing allocated as ratio WY Take tp total System Take. Adjustments should be all complete, but there could
be another small adjustment missed in the spreadsheet preparation.
2. Buy -Sell allocations based on ea Buying City over MAV take as % of total overage take by Selling City.
3. Consistent with historical calculation, buying Cities pay selling Cities for buying cities overuse from selling ciites underuse;
limited to Buying citiies total over use limited to Selling ciities underuse volume. Selling Citiies excess underuse beyond
4. Setting new year MAV:
A. Selling Ciities excess underuse that exceeds Buying Cites aggregate overuse is added to Selling Cities MAV from use
the recent water year MAV to set subsequesnt year Selling Cities MAV.
B. Buying Cities new water year MAV is set by reducing the recent water year MAV total take by the volume of water
purchased from the Selling City or Cities with the explicit provision that the result cannot be less than the Buying City or
Cities most recent fully completed water year MAV.
5. Buy -Sell water volume price per K Gallons is set by the calculations illustrated in the Buiy-Sell Concpet paper (for the subject
Buy-Sell of unules MAV from the most recently completed water year. Said Concept paper will be finalized and
distributed within days of NTMWD final volumes for the recently completed water year being received by GTUA.
Volumnes per K gallons will be detailed based on all cities participating; should any Buying Ciity not participate, the
buy volume of that City may be redistributed to other Buying Cities up to the Max Volume available from the Selling
City or Cities.
6. It is noted that the benefits to the selling City or Cities is to recoup the amount of sell price (reduced by prior historical
buy-sell price or by other method to arrive as a reasonable and faiir buy sell priice inlcuding NTMWD or GTUA cost
records or an average of the purchase price reduction from prior years. It is intended that the selling City can sell up
to the volume of undertaken MAV water from the selling City from the immediately completed Water Year; however
such volume may not reduce the MAV in said Buying City or Cities.
Page 2
Item No. 5.g.
City Council Agenda
Staff Report
Meeting Date: 12/17/2024
Staff Contact: Bernie Parker
AGENDA ITEM:
Approve a Resolution of the City of Anna, Texas Approving a Remainder Area Funding
and Reimbursement Agreement for The Woods at Lindsey Place Public Improvement
District; Authorizing the Execution of said Agreement in the name of and on behalf of
the City; and Resolving other Matters related to the Subject. (Director of Economic
Development Bernie Parker)
SUMMARY:
Staff recommends to approve a Resolution of the City of Anna, Texas Approving a
Remainder Area Funding and Reimbursement Agreement for The Woods at Lindsey
Place Public Improvement District; Authorizing the Execution of said Agreement in the
name of and on behalf of the City; and Resolving other Matters related to the Subject.
FINANCIAL IMPACT:
All costs are paid for by PID Assessments/ And or Developer.
BACKGROUND:
On February 14, 2023, the City Council passed and approved Resolution No. 2023-02-
1379 authorizing the establishment of the District in accordance with the PID Act, which
authorization was effective upon publication 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 198.006 acres located within the corporate limits of the
City,
On March 14, 2023, the City Council approved the Original Service and Assessment
Plan and levied the Improvement Area #1 Assessments to finance the Improvement
Area #1 Projects to be constructed for the benefit of the Improvement Area #1
Assessed Property within the District by approving Ordinance No. 1036-2023-03. The
Original Service and Assessment Plan identified the Improvement Area #1 Authorized
Improvements to be provided by the District, the costs of the Improvement Area #1
Authorized Improvements, the indebtedness to be incurred for the Improvement Area #1
Authorized Improvements, and the manner of assessing the property in the District for
the costs of the Improvement Area #1 Authorized Improvements.
On September 12, 2023, the City Council approved the 2023 Amended and Restated
Service and Assessment Plan which served to amend and restate the Original Service
and Assessment Plan in its entirety for the purposes of (1) issuing the Improvement
Area #1 Bonds; and (2) updating the Improvement Area #1 Assessment Roll.
This 2024 Amended and Restated Service and Assessment Plan serves to amend and
restate the 2023 Amended and Restated Service and Assessment Plan in its entirety for
the purposes of (1) identifying the Improvement Area #2 Authorized Improvements to be
provided by the District; (2) identifying the costs of the Improvement Area #2 Authorized
Improvements (3) identifying the indebtedness to be incurred for the Improvement Area
#2-A Authorized Improvements, and the manner of assessing the Improvement Area
#2-A Assessed Property for the costs of the Improvement Area #2-A Authorized
Improvements; (4) identifying the indebtedness to be incurred for the Improvement Area
#2-B Authorized Improvements, and the manner of assessing the Improvement Area
#2-B Assessed Property for the costs of the Improvement Area #2-B Authorized
Improvements; (5) levying the Improvement Area #2-A Assessments for Improvement
Area #2-A Assessed Property; (6) levying the Improvement Area #2-B Assessments for
Improvement Area #2-B Assessed Property; (7) updating the Improvement Area #1
Assessment Roll; (8) approving the Improvement Area #2-A Assessment Roll; and (9)
approving the Improvement Area #2-B Assessment Roll.
This reimbursement agreement will cover Area's #2-A and #2-B of this Development
along with future phases of project as PID Bonds are brought to council for
consideration.
STRATEGIC CONNECTIONS:
Goal 1: Sustainable Anna Community Through Planned Managed Growth
ATTACHMENTS:
1. Resolution Approving CFA v1
2. Remainder Area Funding and Reimbursement Agreement - The Woods at
Lindsey Place PID v3
CERTIFICATE FOR RESOLUTION
THE STATE OF TEXAS
COLLIN COUNTY
CITY OF ANNA
We, the undersigned officers of the City of Anna, Texas (the "City"), hereby certify as
follows:
1. The City Council (the "Council") of the City convened in a regular meeting on
December 17, 2024, at the regular designated meeting place, and the roll was called of the duly
constituted officers and members of the Council, to wit:
Pete Cain, Mayor Lee Miller, Council Member
Stan Carver II, Mayor Pro Tem Kelly Patterson-Herndon, Council Member
Elden Baker, Deputy Mayor Pro-Tem Kevin Toten, Council Member
Jody Bills, Council Member
Ryan Henderson, City Manager
Carrie Land, City Secretary
and all of said persons were present, except ___________________________________________,
thus constituting a quorum. Whereupon, among other business the following was transacted at
said meeting: a written
A RESOLUTION OF THE CITY OF ANNA, TEXAS APPROVING A
REMAINDER AREA FUNDING AND REIMBURSEMENT AGREEMENT
FOR THE WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT
DISTRICT; AUTHORIZING THE EXECUTION OF SAID AGREEMENT
IN THE NAME OF AND ON BEHALF OF THE CITY; AND RESOLVING
OTHER MATTERS RELATED TO THE SUBJECT.
was duly introduced for the consideration of the Council. It was then duly moved and seconded
that said Resolution be passed; and, after due discussion, said motion, carrying with it the passage
of said Resolution, prevailed and carried, with all members of the Council shown present above
voting "Aye," except as noted below:
NAYS:ABSTENTIONS:
Signature Page to a Certificate for
A RESOLUTION OF THE CITY OF ANNA, TEXAS APPROVING A REMAINDER AREA
FUNDING AND REIMBURSEMENT AGREEMENT FOR THE WOODS AT LINDSEY
PLACE PUBLIC IMPROVEMENT DISTRICT; AUTHORIZING THE EXECUTION OF SAID
AGREEMENT IN THE NAME OF AND ON BEHALF OF THE CITY; AND RESOLVING
OTHER MATTERS RELATED TO THE SUBJECT
2. A true, full, and correct copy of the aforesaid Resolution passed at the meeting
described in the above and foregoing paragraph is attached to and follows this Certificate; said
Resolution has been duly recorded in the Council's minutes of said meeting; the above and
foregoing paragraph is a true, full, and correct excerpt from the Council's minutes of said meeting
pertaining to the passage of said Resolution; the persons named in the above and foregoing
paragraph are the duly chosen, qualified, and acting officers and members of the Council as
indicated therein; that each of the officers and members of the Council was duly and sufficiently
notified officially and personally, in advance, of the time, place, and purpose of the aforesaid
meeting, and that said Resolution would be introduced and considered for passage at said meeting,
and each of said officers and members consented, in advance, to the holding of said meeting for
such purpose; and that said meeting was open to the public, and public notice of the time, place,
and purpose of said meeting was given all as required by the Texas Government Code, Chapter
551.
3. The Council has approved and hereby approves the Resolution; and the Mayor and
City Secretary hereby declare that their signing of this certificate shall constitute the signing of the
attached and following copy of said Resolution for all purposes.
SIGNED AND SEALED ON DECEMBER 17, 2024.
ATTEST: ___________________________________
Pete Cain, Mayor
___________________________________
Carrie Land, City Secretary
(SEAL)
CITY OF ANNA, TEXAS
RESOLUTION NO. 2024-12-____
A RESOLUTION OF THE CITY OF ANNA, TEXAS APPROVING A REMAINDER
AREA FUNDING AND REIMBURSEMENT AGREEMENT FOR THE WOODS AT
LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT; AUTHORIZING THE
EXECUTION OF SAID AGREEMENT IN THE NAME OF AND ON BEHALF OF THE
CITY; AND RESOLVING OTHER MATTERS RELATED TO THE SUBJECT
WHEREAS, D.R. HORTON – TEXAS, LTD., a Texas limited partnership (the
“Developer”) is the developer of tracts of land located within the corporate limits of the City of
Anna, Texas (the “City”), containing, collectively, approximately 198.006 acres (the “District”);
and
WHEREAS, on February 14, 2023, the City Council passed and approved Resolution No.
2023-02-1378 (the “PID Creation Resolution”) creating a Public Improvement District
encompassing all of the District, but no other land; and
WHEREAS, said PID Creation Resolution identified, defined and authorized the public
improvement projects that will promote the interests of the City and will confer a special benefit
on the District; and
WHEREAS, the City Council intends to pass and approve one or more Bond Ordinances
pursuant to the authority of Section 372.024 of the Public Improvement District Assessment Act
and in accordance with Subtitles A and C, Title 9, of the Texas Government Code; and
WHEREAS, Bond Proceeds will be deposited into the Project Fund and disbursed for (i)
the payment of the Bond Issuance Costs, (ii) reimbursement of the Developer for that portion of
the Actual Costs of the Authorized Improvements that Developer has funded out of pocket from
its own funds for the remaining undeveloped portions of the District excluding Improvement Area
#1 (the “Remainder Area”); and
WHEREAS, the City Council finds and determines that the Remainder Area Funding and
Reimbursement Agreement (the “Reimbursement Agreement”) attached to this resolution as
Exhibit A is necessary and appropriate to specify the respective rights and obligations of the City
and the Developer as set forth therein;
NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
ANNA, TEXAS, THAT:
Section 1. The recitals above are incorporated herein as if set forth in full for all purposes.
Section 2. The City Council hereby approves the Reimbursement Agreement attached
hereto as Exhibit A and authorizes the Mayor to execute same on behalf of the City.
Section 3. This resolution shall be in full force and effect from and after its passage, and
it is accordingly so resolved.
PASSED AND APPROVED ON THIS 17TH DAY OF DECEMBER, 2024.
ATTEST: APPROVED:
___________________________ __________________________
Carrie L. Land, City Secretary Pete Cain, Mayor
EXHIBIT A
Remainder Area Funding and Reimbursement Agreement
The Woods at Lindsey Place Public Improvement District
(Attached)
PAGE 1
REMAINDER AREA
FUNDING AND REIMBURSEMENT AGREEMENT
The Woods at Lindsey Place Public Improvement District
This REMAINDER AREA FUNDING AND REIMBURSEMENT AGREEMENT (this
“Agreement”) is entered into effective this 17th day of December, 2024, between the CITY OF ANNA,
TEXAS, a home rule municipality located in Collin County, Texas (the “City”), and D.R. HORTON –
TEXAS, LTD., a Texas limited partnership (the “Developer”).
SECTION 1
RECITALS
WHEREAS, capitalized terms used in this Agreement shall have the meanings given to them in
Section 2 of this Agreement or the SAP; and
WHEREAS, Developer is the developer of tracts of land located within the corporate limits of the
City, containing, collectively, approximately 198.006 acres, and being more particularly described in
Exhibit “A” attached hereto and incorporated herein for all purposes (the “Property”); and
WHEREAS, on February 14, 2023, the City Council passed and approved the PID Creation
Resolution creating the PID pursuant to the authority of the Act, encompassing all of the PID, but no other
land; and
WHEREAS, the PID Creation Resolution identified, defined, and authorized the public
improvement projects that will promote the interests of the City and will confer a special benefit on the
PID; and
WHEREAS, the Property is being developed in multiple Improvement Areas, and special
assessments for each Improvement Area have been or will be levied against the Assessed Property within
each Improvement Area to pay the costs of Authorized Improvements that confer a special benefit on the
Assessed Property within such Improvement Area; and
WHEREAS, Improvement Area #1, consisting of approximately 57.444 acres, is the first
Improvement Area to be developed, and the City and Developer previously entered into that “Improvement
Area #1 Reimbursement Agreement, The Woods at Lindsey Place Public Improvement District”,
authorized by Resolution No 2023-03-1398 adopted by the City Council on March 14, 2023; and
WHEREAS, the remaining area of the PID, consisting of approximately 140.562 acres of land (the
“Remainder Area”) is being developed in multiple Phases and encompasses the land described in Exhibit
“B”; and
WHEREAS, the Parties estimate that the total cost of the Remainder Area Improvements needed
to develop the Remainder Area Assessed Property, are listed with approximate dollar amounts as shown in
Exhibit “C” attached hereto and incorporated herein for all purposes; and
WHEREAS, in consideration of the Developer’s agreements contained herein, the City shall
exercise its powers under Chapter 372, Texas Local Government Code, to provide financing arrangements
that will enable the Developer, in accordance with the procedures and requirements of the Act and this
PAGE 2
Agreement, to fully develop the Remainder Area Assessed Property and be reimbursed for a specified
portion of the public improvement projects using the Bond Proceeds; and
WHEREAS, the City, subject to the consent and approval of the City Council, the satisfaction of
all conditions for issuing the PID Bonds, the Developer’s compliance with this Agreement, and in
accordance with the terms of this Agreement and all legal requirements, including but not limited to an
Indenture, shall use best efforts to (i) amend and update the SAP; (ii) adopt one or more assessment
ordinances; and (iii) issue an aggregate principal amount of PID Bonds not to exceed $47,581,000 for the
purpose of financing the Remainder Area Improvements in accordance with the amended SAP and
reimbursing the Developer for that portion of the Remainder Area Improvements, including, without
limitation, the Developer’s costs to create the PID, heretofore funded or to be funded by Developer; and
WHEREAS, prior to the issuance of the PID Bonds owners of the Remainder Area Assessed
Property shall have executed and delivered a Landowner Consent Certificate to the City with respect to
such Phase; and
WHEREAS, the Developer will construct the Remainder Area Improvements set forth in the SAP
on or otherwise serving the Remainder Area Assessed Property; and
WHEREAS, the City intends to adopt an Assessment Ordinance with respect to each Phase and
amend the SAP as a part of each Assessment Ordinance; and
WHEREAS, the City and the Developer have agreed upon a budget (the “Budgeted Costs”) of the
Costs of the Remainder Area Improvements as set forth on Exhibit “C”; and
WHEREAS, the SAP will apportion the Actual Costs of the Remainder Area Improvements to the
Remainder Area Assessed Property as set forth on an assessment roll in the Assessment Ordinance; and
WHEREAS, each Assessment Ordinance will levy the Actual Costs of the Remainder Area
Improvements for each Phase as Special Assessments against the respective Remainder Area Assessed
Property in the amounts set forth on an assessment roll in the respective Assessment Ordinance; and
WHEREAS, Special Assessments will be due and payable as described in the SAP; and
WHEREAS, the Actual Costs of the Remainder Area Improvements payable from the Special
Assessments as set forth in this Agreement may be paid by the issuance and sale of bonds under Section
372.024 of the Act; and
WHEREAS, the City Council intends to pass and approve one or more Bond Ordinances pursuant
to the authority of Section 372.024 of the Act and in accordance with Subtitles A and C, Title 9, of the
Texas Government Code; and
WHEREAS, Bond Proceeds will be deposited into the Project Fund and disbursed for (i) the
payment of the Bond Issuance Costs, (ii) reimbursement of the Developer for that portion of the Actual
Costs of the respective Remainder Area Improvements, including, without limitation, the Developer’s costs
to create the PID, that Developer has funded out of pocket from its own funds, and (iii) funding of a portion
of all of the Actual Costs of the Remainder Area Improvements; and
WHEREAS, these recitals are incorporated into and made a part of this Agreement for all purposes;
and
PAGE 3
WHEREAS, all resolutions and ordinances referenced in this Agreement, together with all other
documents referenced in this Agreement, are incorporated into this Agreement for all purposes as if such
resolutions, ordinances and other documents were set forth in their entirety in or as exhibits to this
Agreement; and
WHEREAS, unless otherwise defined: (1) all references to “sections” shall mean sections of this
Agreement; (2) all references to “exhibits” shall mean exhibits to this Agreement which are incorporated
as part of this Agreement for all purposes; and (3) all references to “ordinances” or “resolutions” shall mean
ordinances or resolutions adopted by the City Council.
NOW THEREFORE, for and in consideration of the mutual obligations of the City and the
Developer set forth in this Agreement, the City and the Developer agree as follows:
SECTION 2.
DEFINITIONS
“Act” means Chapter 372, Texas Local Government Code, as amended.
“Actual Costs” has the meaning given such term in the SAP.
“Assessment Ordinance” means the ordinance to be passed and approved by the City Council for
the purposes of levying the Actual Costs of the Improvement Area #2 Projects as Special Assessments
against the Improvement Area #2 Assessed Property in the amounts set forth therein.
“Assessment Revenue” means the revenues actually received by or on behalf of the City from the
collection of Special Assessments.
“Authorized Improvements” shall have the meaning assigned such term in the SAP.
“Bond Closing” means the issuance and delivery, by the City, of the Improvement Area #2 Bonds.
“Bond Issuance Costs” shall have the meaning assigned such term in the SAP.
“Bond Ordinance” means the ordinance to be adopted by the City Council authorizing the issuance
of the Improvement Area #2 Bonds.
“Bond Par Amount” means the cumulative face amount of issued and delivered PID Bonds for all
Phases within the Remainder Area Assessed Property, not to exceed $47,581,000.
“Bond Proceeds” means the proceeds derived from the issuance and sale of each series of PID
Bonds that are deposited and made available to pay Actual Costs and Bond Issuance Costs in accordance
with the applicable Indenture.
“Budgeted Costs” has the meaning given such term in the Recitals.
“Certificate for Payment” means a certificate (substantially in the form of Exhibit D-1 or as
otherwise approved by the Developer and the City Representative) executed by a person approved by the
City Representative, delivered to the City Representative (and/or, if applicable, to the Trustee), specifying
the work performed and the amount charged (including materials and labor costs) for Actual Costs, and
requesting payment of such amount from the Project Fund.
PAGE 4
“City Council” means the governing body of the City.
“City Representative” means the person authorized by the City Council to undertake the actions
referenced herein. As of the Effective Date, the City Representative is the City Manager.
“Closing Disbursement Request” means a certificate (substantially in the form of Exhibit D-2 or as
otherwise approved by the Developer and the City Representative) executed by a person approved by the
City Representative, delivered to the City Representative (and/or, if applicable, to the Trustee), specifying
the Developer Advances which are to be reimbursed from Bond Proceeds.
“Default” has the meaning given such term in Section 4.6.1 of this Agreement.
“Developer Advances” mean advances made by the Developer to pay Actual Costs in accordance
with Section 3 of this Agreement.
“Development Agreement” means that certain Development Agreement entered into between the
City and LHJH Properties, Ltd., a Texas limited partnership, effective November 10, 2020, applicable to
all of the Property, as amended by First Amendment to Development Agreement entered into between the
City and Developer, dated the 24th day of January, 2023 and a Second Amendment to Development
Agreement entered into between the City and Developer, dated the 25th of July, 2023.
“Developer Continuing Disclosure Agreement” means any Continuing Disclosure Agreement of
the Developer executed contemporaneously with the issuance and sale of Bonds.
“Developer Improvement Account” means each construction fund account created under an
Indenture, if any, funded by the Developer and used to pay for portions of the acquisition, design, and
construction of the Authorized Improvements for a particular Phase attributable to the Developer, the need
for which account shall be determined on a Phase-by-Phase basis.
“Effective Date” has the meaning given such term in the Preamble to this Agreement.
“Failure” has the meaning given such term in Section 4.6.1 of this Agreement.
“Improvement Area #1” shall have the meaning assigned such term in the SAP.
“Indenture” means an Indenture of Trust, between the City and the Trustee, pursuant to which a
particular series of PID Bonds will be issued.
“Maturity Date” means the final maturity date of the applicable series of PID Bonds.
“Party” means individually either City or Developer and “Parties” means collectively both the City
and Developer.
“Phase” means any distinct phase of development within the PID which is to be developed
concurrently as finished lots and for which Special Assessments will be levied simultaneously on all
Remainder Area Assessed Property pursuant to a common assessment roll. As of the effective date hereof,
the Parties contemplate that the Remainder Area Assessed Property will be developed as Phase 2A, Phase
2B, Phase 3, and Phase 4.
PAGE 5
“PID” means the tract of land located in the corporate limits of the City, containing, collectively,
approximately 198.006 acres, and being more particularly described in Exhibit A attached hereto and
incorporated herein for all purposes.
“PID Bonds” means each series of special assessment revenue bonds issued on a Phase-by-Phase
basis pursuant to the provisions of the Act to fund the Actual Costs of the Authorized Improvements for the
respective Phase(s) or to reimburse Developer for Actual Costs with respect to each Phase.
“Pledged Revenue Fund” means the “Pledged Revenue Fund”, including all accounts created
within such fund, created pursuant to the applicable Indenture (and segregated from all other funds of the
City) into which the City deposits Assessment Revenue from the collection of the Special Assessments
securing the applicable series of PID Bonds issued and still outstanding.
“PID” means the Woods At Lindsey Place Public Improvement District created by the PID Creation
Resolution.
“PID Bond, Net Amount” means an amount equal to (x) the Bond Par Amount, less (y) Bond
Issuance Costs.
“PID Creation Resolution” means City of Anna, Texas, Resolution No. 2023-02-1378 passed and
approved by the City Council on February 14, 2023.
“PID Payment Balance” means the unpaid principal balance owed the Developer for all Certificates
of Payment.
“Project Fund” means the “Project Fund”, including all accounts created within such fund,
established by the City under the applicable Indenture (and segregated from all other funds of the City) into
which the City deposits Bond Proceeds and any other funds authorized or required by the applicable
Indenture.
“Remainder Area Assessed Property” means the remaing areas to be developed and assessed within
the PID, excluding Improvement Area#1, containing approximately 140.562 acres, and being more
particularly described in Exhibit B attached hereto and incorporated herein for all purposes.
“Remainder Area Improvements” shall have the meaning assigned such term in the SAP.
“Remainder Area Projects” shall have the meaning assigned such term in the SAP.
“Reserve Fund” means the “Reserve Fund” to be created pursuant to the applicable Indenture.
“SAP” means The 2024 Amended and Restated Service and Assessment Plan, The Woods At
Lindsey Place Public Improvement District, dated August 27, 2024 in as same may be amended by the City
Council from time to time.
“Special Assessment(s)” means the special assessments levied against the Remainder Area
Assessed Property pursuant to the applicable Assessment Ordinance and in accordance with the SAP for
the payment of the applicable series of PID Bonds.
“Transfer” and “Transferee” have the meanings given such terms in Section 4.8 of this Agreement.
PAGE 6
“Trustee” shall have the meaning assigned such term in the SAP, and as identified in the applicable
Indenture.
SECTION 3.
FUNDING IMPROVEMENTS
3.1 Project Fund. The City intends in the near future to proceed with the issuance and delivery
of one or more series of PID Bonds. Upon issuance of such bonds, the City shall deposit all Bond Proceeds
and any other funds authorized or required by the respective Indenture(s) into the applicable Project Fund.
Funds in the Project Fund shall only be used to pay Bond Issuance Costs and the Actual Costs of the
Authorized Improvements for the applicable Phase(s) in accordance with the respective Indenture. The
Indenture for the applicable Phase shall control in the event of any conflicts with this Agreement.
3.2 PID Bonds. The Developer will install and construct the Remainder Area Improvements,
on a Phase-by-Phase basis.
3.3 Payment of Actual Costs. The Bond Proceeds shall be used to pay (i) Actual Costs, up to
the sum of the PID Bond Net Amount and (ii) Bond Issuance Costs.
3.4 Cost Overrun. If the Actual Cost of an Authorized Improvement (or segment or section
thereof) exceeds the total amount of the Budgeted Cost for such Authroized Improvement for the applicable
Phase (or segment or section thereof) (a “Cost Overrun”), the Developer shall be solely responsible for
payment of the remainder of the costs of such Authorized Improvement (or segment or section thereof),
except as provided in Section 3.5 below.
3.5 Cost Underrun. If, upon the completion of construction of an Authorized Improvement
within a particular Phase (or segment or section thereof) and payment or reimbursement for such Authorized
Improvement (or segment or section thereof), the Actual Cost of such Authorized Improvement is less than
the total amount of the Budgeted Cost for such Authorized Improvements with respect to such Phase (or
segment or section thereof) (a “Cost Underrun”), any remaining Budgeted Cost(s) may be available to pay
Cost Overruns on any other Authorized Improvement within the same Phase with the approval of the City
Representative or his designee. The elimination of a category of Authorized Improvements in the Service
and Assessment Plan will require an amendment to the SAP. If, upon completion of the Authorized
Improvements (or segment or section thereof) in any improvement category for a particular Phase, any
funds remain in such category, those funds may be used to reimburse the Developer for any qualifying costs
of the Authorized Improvements (or segment or section thereof) with respect to the same Phase that have
not been paid.
3.6 Remainder of Funds in the Developer Improvement Account of the Project Fund. If funds
remain in any Developer Improvement Account of the Project Fund established under the Indenture for a
particular Phase after the completion of all Authorized Improvements for said Phase and reimbursement
therefor to Developer pursuant to this Agreement and the applicable Indenture, City shall be the recipient
of the remainder of funds for any lawful expenditure of public funds in accordance with applicable
Indenture. In the event of any conflict between the terms of this Agreement and the terms of any Indenture
relative to deposit and/or disbursement, the terms of the Indenture shall control.
3.7 Disbursements at and after Bond Closing. The City and the Developer agree that from the
Bond Proceeds, the City will direct the Trustee in writing under the applicable Indenture to pay at closing
of the PID Bonds any Bond Issuance Costs. In order to receive an initial disbursement at the Bond Closing
from Bond Proceeds for Actual Costs of the Authorized Improvements, the Developer shall execute a
PAGE 7
Closing Disbursement Request to be delivered to the City (along with all accompanying documentation
reasonably required by the City as customarily accepted by the City for similar construction projects) no
less than ten (10) business days prior to the scheduled date for the Bond Closing, and the City will direct
the Trustee in writing under the applicable Indenture to pay at the Bond Closing the Actual Costs of the
Authorized Improvements set forth in the Closing Disbursement Request. In order to receive additional
disbursements of Bond Proceeds or funds on deposit from Developer from the applicable Project Fund, the
Developer shall execute a Certificate for Payment, no more frequently than monthly, to be delivered to the
City for payment in accordance with the provisions of this Agreement. Upon receipt of a Certificate for
Payment (along with all accompanying documentation reasonably required by the City as customarily
accepted by the City for similar construction projects) from the Developer, the City shall conduct a review
and inspection in order to confirm that such request is complete, to confirm that the work for which payment
is requested was performed in accordance with all applicable City ordinances, codes and regulations and
applicable plans therefore and with the terms of this Agreement and to verify and approve the Actual Costs
of such work specified in such Certificate for Payment. A cost overrun may be approved in the same
manner as any cost underrun as set forth in Section 7.3 of the Development Agreement. The City shall also
conduct such review as is required in its discretion to confirm the matters certified in the Certificate for
Payment. The Developer agrees to cooperate with the City in conducting each such review and inspection
and to provide the City with such additional information and documentation as is reasonably necessary for
the City to conclude each such review. Within fifteen (15) business days following receipt of any Certificate
for Payment, the City shall either: (1) approve the Certificate for Payment and forward it to the Trustee with
written instructions for payment, or (2) provide the Developer with written notification of disapproval of
all or part of a Certificate for Payment, specifying the basis for any such disapproval. If there is a dispute
over the amount of any payment, the City shall nevertheless pay the undisputed amount, and the Parties
shall use all reasonable efforts to resolve the disputed amount before the next payment is made; however,
if the Parties are unable to resolve the disputed amount, then the City’s determination of the disputed amount
(as approved by the City Council) shall control. The City shall deliver the approved or partially approved
Certificate for Payment to the Trustee with written instructions for payment, and after receipt of said written
instructions or directive, the Trustee shall make the disbursements as quickly as practicable thereafter in
accordance with the terms of the applicable Indenture.
3.8 Obligations Limited. The obligations of the City under this Agreement shall not, under
any circumstances, give rise to or create a charge against the general credit or taxing power of the City or
a debt or other obligation of the City payable from any source other than the applicable Project Fund.
Unless approved by the City, no other City funds, revenues, taxes, or income of any kind shall be used to
pay: (1) the Actual Costs of the Authorized Improvements; (2) the PID Payment Balance even if the PID
Payment Balance is not paid in full on or before the Maturity Date; or (3) debt service on any PID Bonds.
None of the City or any of its elected or appointed officials or any of its officers, employees, consultants or
representatives shall incur any liability hereunder to the Developer or any other party in their individual
capacities by reason of this Agreement or their acts or omissions under this Agreement. Notwithstanding
the preceding, in the event the City fails to issue the PID Bonds for any reason, the Assessment Revenue
shall be used to reimburse Developer annually.
3.9 Obligation to Pay. Subject to the provisions of Section 3.6 above and as determined solely
by the City, if the Developer is current on the payment of all taxes, assessments and fees owed to the City,
and (ii) the Developer is in then-current compliance with its obligations under this Agreement, the
PAGE 8
Development Agreement and the Developer Continuing Disclosure Agreement (if PID Bonds are issued
and remain outstanding), then following, as applicable, the City’s approval of a Closing Disbursement
Request or the inspection and approval of any portion of Authorized Improvements for which Developer
seeks reimbursement of the Actual Costs by submission of a Certificate for Payment, the obligations of the
City under this Agreement to pay disbursements (whether to the Developer or to any person designated by
the Developer) identified in any Closing Disbursement Request or in any Certificate for Payment and are
unconditional and not subject to any defenses or rights of offset except as may be provided herein or in the
applicable Indenture. The City shall timely pay debt service on the PID Bonds from the Pledged Revenue
Fund created under the applicable Indenture, and, after depletion of such Pledged Revenue Fund, from the
applicable Reserve Fund.
3.10 Commencement and Completion of Construction. All Authorized Improvements being
reimbursed shall be constructed by or at the direction of the Developer in accordance with the City’s
applicable ordinances, codes and regulations, applicable plans therefor and this Agreement. The Developer
shall perform, or cause to be performed, all of its obligations and shall conduct, or cause to be conducted,
all operations with respect to the installation and construction of Authorized Improvements in a good,
workmanlike and commercially reasonable manner, with the standard of diligence and care normally
employed by duly qualified persons utilizing their commercially reasonable efforts in the performance of
comparable work and in accordance with generally accepted practices appropriate to the activities
undertaken. The Developer shall employ or hire/contract at all times adequate staff or consultants with the
requisite experience necessary to administer and coordinate all work related to the design, engineering,
acquisition, construction and installation of all Authorized Improvements to be conveyed to, and accepted
by, the City from the Developer. If any Authorized Improvements are or will be on land owned by the City,
the City hereby grants to the Developer a license to enter upon such land for purposes related to construction
(and maintenance pending acquisition and acceptance) of the Authorized Improvements. Inspection and
acceptance of Authorized Improvements will be in accordance with applicable City ordinances, codes and
regulations.
3.11 Conveyance to the City; Security for Authorized Improvements. Upon completion of the
Authorized Improvements, the Developer shall convey such Authorized Improvements to the City, and,
subject to the terms of Sections 3.7 and 3.9 of this Agreement, the City shall approve and accept such
conveyance. Prior to completion and conveyance to the City of any Authorized Improvements, the
Developer shall cause to be provided to the City a maintenance bond in the amount required by the City’s
applicable subdivision regulations for the subject Authorized Improvements, which maintenance bond shall
be for a term of two (2) years from the date of final acceptance of the subject Authorized Improvements.
Any surety company through which a bond is written shall be a surety company duly authorized to do
business in the State of Texas, provided that legal counsel for the City has the right to reject reasonably any
surety company regardless of such company’s authorization to do business in Texas. Nothing in this
Agreement shall be deemed to prohibit the Developer or the City from contesting in good faith the validity
or amount of any mechanics or materialman’s lien and/or judgment nor limit the remedies available to the
Developer or the City with respect thereto so long as such delay in performance shall not subject the
Authorized Improvements to foreclosure, forfeiture or sale. In the event that any such lien and/or judgment
with respect to the Authorized Improvements is contested, the Developer shall be required to post or cause
the delivery of a surety bond or letter of credit, whichever is preferred by the City, in an amount reasonably
determined by the City, not to exceed one hundred twenty percent (120%) percent of the disputed amount.
3.12 Ownership and Transfer of Authorized Improvements. The Developer shall furnish to the
City a preliminary title report for land related to the Authorized Improvements to be conveyed to, and
accepted by, the City from the Developer and not previously dedicated or otherwise conveyed to the City.
The report shall be made available for City review and approval prior to the scheduled conveyance. The
City shall approve the preliminary title report unless it reveals a matter which, in the reasonable judgment
PAGE 9
of the City, would materially affect the City’s use and enjoyment of the Authorized Improvements. If the
City objects to any preliminary title report, the City shall not be obligated to accept the subject Authorized
Improvements until the Developer has cured the objections to the reasonable satisfaction of the City. The
Developer shall provide all documents necessary to convey to the City all right, title and interest in and to
the Authorized Improvements, free and clear of all liens. The City shall issue a letter of acceptance for all
Authorized Improvements accepted by the City. Upon completion of all Remainder Area Projects, any
amounts remaining in the Project Fund shall be transferred pursuant to the respective Indenture.
3.13 Pledged Revenue Fund. The City shall deposit Assessment Revenue from the collection
of the Special Assessments securing the Improvement Area #2 Bonds issued and still outstanding in the
Pledged Revenue Fund, except as otherwise provided in the Improvement Area #2 Indenture.
3.14 PID Bond Issuance. In addition to the conditions and requirements for PID Bond issuance
as set forth in the Development Agreement, the issuance of PID Bonds is subject to the following
conditions:
(1) amendment of the SAP and an assessment ordinance levying assessments on all or any
portion of the Remainder Area Assessed Property benefitted by such Authorized
Improvements in amounts sufficient to pay all costs related to the respective series of PID
Bonds;
(2) the Developer, at the request of the City, providing an appraisal report;
(3) approval by the Texas Attorney General of the PID Bonds and registration of the PID
Bonds by the Comptroller of Public Accounts of the State of Texas;
(4) the Developer is not in default under this Agreement or any other agreement with the City;
(5) the Authorized Improvements to be financed by the PID Bonds have been or will be
constructed according to the approved design specifications and construction standards
imposed by this Agreement, if any, including any applicable City regulations;
(6) the maximum maturity for any series of PID Bonds shall not exceed thirty (30) years from
the date of delivery thereof; and
(7) the Developer agrees to provide periodic information and notices of material events
regarding the Developer as it relates to the development of the Remainder Area Assessed
Property benefitted by such PID Bonds in accordance with Securities and Exchange
Commission Rule 15c2-12 and any continuing disclosure agreements executed by the
Developer in connection with the issuance of said PID Bonds.
(8) the PID Bonds are offered for sale by the Underwriter thereof in minimum denominations
of $100,000 in a placement with a “qualified institutional buyer” as defined in Securities
and Exchange Commission Rule 144A.
SECTION 4.
ADDITIONAL PROVISIONS
4.1 Term. The term of this Agreement shall begin on the Effective Date and shall continue
until the earlier of the (i) Maturity Date, or (ii) the date on which the PID Payment Balance is paid in full,
PAGE 10
such that the total of all such disbursements is not less than the full PID Bond Net Amount plus Developer
Advances.
4.2 No Competitive Bidding. Construction of the Authorized Improvements shall not require
competitive bidding pursuant to Section 252.022(a) (9) of the Texas Local Government Code, as amended.
All plans and specifications for the Authorized Improvements, but not construction contracts, shall be
reviewed and approved, in writing, by the City prior to Developer’s commencing construction of such
Authorized Improvements.
4.3 Independent Contractor. In performing this Agreement, the Developer is an independent
contractor and not the agent or employee of the City.
4.4 Audit. The City Representative shall have the right, during normal business hours and
upon three (3) business days’ prior written notice to the Developer, to review all books and records of the
Developer pertaining to costs and expenses incurred by the Developer with respect to any of the Authorized
Improvements. For a period of two (2) years after completion of the Authorized Improvements, the
Developer shall maintain proper books of record and account for the construction of the Authorized
Improvements and all costs related thereto. Such accounting books shall be maintained in accordance with
customary real estate accounting principles.
4.5 Mutual Representations and Warranties.
4.5.1 The Developer represents and warrants to the City that: (1) the Developer has the authority
to enter into and perform its obligations under this Agreement; (2) the Developer has the financial resources,
or the ability to obtain sufficient financial resources, to meet its obligations under this Agreement; (3) the
person executing this Agreement on behalf of the Developer has been duly authorized to do so; (4) this
Agreement is binding upon the Developer in accordance with its terms; and (5) the execution of this
Agreement and the performance by the Developer of its obligations under this Agreement do not constitute
a breach or event of default by the Developer under any other agreement, instrument, or order to which the
Developer is a party or by which the Developer is bound.
4.5.2 If in connection with the issuance of any series of PID Bonds the City is required to deliver
a certificate as to tax exemption (a “Tax Certificate”) to satisfy requirements of the Internal Revenue Code,
the Developer agrees to provide, or cause to be provided, such facts and estimates as the City reasonably
considers necessary to enable it to execute and deliver its Tax Certificate, including without limitation a
certificate from an independent third-party engineer projecting the spending schedule of the Bond Proceeds
from the PID Bonds issued for the applicable Phase. The Developer represents that such facts and estimates
will be based on its reasonable expectations on the date of issuance of the respective series of PID Bonds
and will be, to the knowledge of the officers of the Developer providing such facts and estimates, true,
correct and complete as of such date. To the extent that it exercises control or direction over the use or
investment of the Bond Proceeds (including, but not limited to, the use of the Authorized Improvements),
the Developer further agrees that it will not knowingly make, or permit to be made, any use or investment
of such funds that would cause any of the covenants or agreements of the City contained in a Tax Certificate
to be violated or that would otherwise have an adverse effect on the tax-exempt status of the interest payable
on the PID Bonds for federal income tax purposes.
4.5.3 The City represents and warrants to the Developer that: (1) the City has the authority to
enter into and perform its obligations under this Agreement; (2) the person executing this Agreement on
behalf of the City has been duly authorized to do so; (3) this Agreement is binding upon the City in
accordance with its terms; and (4) the execution of this Agreement and the performance by the City of its
PAGE 11
obligations under this Agreement do not constitute a breach or event of default by the City under any other
agreement, instrument or order to which the City is a party or by which the City is bound.
4.6 Default/Remedies.
4.6.1 If either Party fails to perform an obligation imposed on such Party by this Agreement (a
“Failure”) and such Failure is not cured after notice and the expiration of the cure periods provided in this
Section 4.6, then such Failure shall constitute a “Default”. If a Failure is monetary, the non-performing
Party shall have ten (10) days within which to cure. If the Failure is non-monetary, the non-performing
Party shall have thirty (30) days within which to cure.
4.6.2 If the Developer is in Default, the City shall be limited to mandamus relief to compel
actions required to be taken by the Developer under this Agreement, but in no event shall the City have any
other recourse of any kind against the Developer or its officers, officials, employees or representatives,
including but not limited to damages or other forms of monetary relief; provided no default by the
Developer shall entitle the City to terminate this Agreement or to withhold payments to the Developer from
the Project Fund in accordance with this Agreement and the applicable Indenture.
4.6.3 If the City is in Default, the Developer shall have available all remedies at law or in equity;
provided, however, no Default by the City shall entitle the Developer to terminate this Agreement.
4.6.4 The City shall give notice of any alleged Failure by the Developer to each Transferee
identified in any notice from the Developer, and such Transferees shall have the right, but not the obligation,
to cure the alleged Failure within the same cure periods that are provided to the Developer. The election
by a Transferee to cure a Failure by the Developer shall constitute a cure by the Developer but shall not
obligate the Transferee to be bound by this Agreement unless the Transferee agrees in writing to be bound.
4.7 Remedies Outside the Agreement. Except as otherwise provided in Section 4.6, nothing
in this Agreement constitutes a waiver by the City of any remedy the City may have outside this Agreement
against the Developer, any Transferee or any other person or entity involved in the design, installation or
construction of the Authorized Improvements. The obligations of the Developer hereunder shall be those
of a party hereto and not as an owner of property in the PID. Nothing herein shall be construed as affecting
the rights or duties of the City or the Developer to perform their respective obligations under other
agreements, use regulations or subdivision requirements relating to the development of property in the PID.
4.8 Transfers. The Developer has the right to convey, transfer, assign, mortgage, pledge or
otherwise encumber, in whole or in part without the consent of (but with notice to) the City, the Developer’s
right, title or interest to payments under this Agreement (but not performance obligations) including, but
not limited to, any right, title or interest of the Developer in and to payments of the PID Payment Balance
(any of the foregoing, a “Transfer,” and the person or entity to whom the transfer is made, a “Transferee”).
The rights of the Developer to Transfer are conditioned upon the Transferee agreeing, in writing, to assume
the duties, obligations and rights being assigned and to be bound by the terms and conditions of this
Agreement to the extent they apply to the duties, obligations or rights being assigned. A Transfer by the
Developer pursuant to this Section shall be effective upon delivery to the City of a copy of the fully executed
Transfer or assignment agreement which shall include the information required by Section 4.11 and
unambiguous provisions regarding any apportionment between the Developer and the Transferee of the
right to receive any payments under this Agreement, and from and after the effective date of any Transfer,
the Developer shall be released from performing or benefiting from the duties, obligations and rights
assigned. The City may rely on notice of a Transfer received from the Developer without obligation to
investigate or confirm the validity of the Transfer. The Developer waives all rights or claims against the
City for any funds paid to a third party as a result of a Transfer for which the City received notice from the
PAGE 12
Developer. No Transfer shall increase the liability of, or impose additional liabilities upon, the City beyond
what is specifically provided for herein or increase the duties or expenses of, or impose additional duties or
expenses upon, the City beyond what is specifically provided for herein.
4.9 Eminent Domain. Developer agrees to use reasonable efforts to obtain all third party
rights-of-way, consents, or easements, if any, required for the Authorized Improvements. If, however,
Developer is unable to obtain such third-party rights-of-way, consents, or easements within ninety (90) days
of commencing efforts to obtain the needed easements and right of way, the City agrees to take reasonable
steps to secure same (subject to City Council authorization after a finding of public necessity) through the
use of the City's power of eminent domain, pursuant to the provisions of the Development Agreement.
4.10 Applicable Law; Venue. This Agreement is being executed and delivered and is intended
to be performed in the State of Texas. The substantive laws of the State of Texas shall govern the
interpretation and enforcement of this Agreement. In the event of a dispute involving this Agreement,
venue shall lie in any court of competent jurisdiction in Collin County, Texas.
4.11 Notice. Any notice referenced in this Agreement must be in writing and shall be deemed
given at the addresses shown below: (1) when delivered by a nationally recognized delivery service such
as Federal Express or UPS with evidence of delivery signed by any person at the delivery address regardless
of whether such person is the named addressee; or (2) seventy-two (72) hours after deposited with the
United States Postal Service, Certified Mail, Return Receipt Requested.
To the City:
City of Anna
Attn: Ryan Henderson, City Manager
120 W. 7th Street
Anna, TX 75409
With a copy to:
Clark McCoy
Wolfe, Tidwell & McCoy, LLP
2591 Dallas Parkway, Suite 300
Frisco, Texas 75034
To the Developer:
D.R. Horton – Texas, Ltd.
Attn: Mr. David Booth
4306 Miller Road
Rowlett, Texas 75088
With a copy to:
Coats Rose, P.C.
Attn: Timothy G. Green
Tollway Plaza, 16000 Dallas Parkway
Suite 350
Dallas, Texas 75248
PAGE 13
Any Party may change its address by delivering notice of the change in accordance with this section.
4.12 Amendment; Binding Agreement. This Agreement may only be amended by written
agreement of the City and the Developer. This Agreement shall be binding upon, and inure to the benefit
of, the respective successors and assigns of the City and the Developer.
4.13 Severability. If any provision of this Agreement is held invalid by any court, such holding
shall not affect the validity of the remaining provisions.
4.14 Non-Waiver. The failure by a party to insist upon the strict performance of any provision
of this Agreement by the other party, or the failure by a party to exercise its rights upon a Default by the
other party, shall not constitute a waiver of such party’s right to insist and demand strict compliance by
such other party with the provisions of this Agreement.
4.15 Third Party Beneficiaries. Nothing in this Agreement is intended to or shall be construed
to confer upon any person or entity other than the City, the Developer and Transferees any rights under or
by reason of this Agreement. All provisions of this Agreement shall be for the sole and exclusive benefit
of the City, the Developer and Transferees.
4.16 Counterparts. This Agreement may be executed in multiple counterparts, which, when
taken together, shall be deemed one original.
4.17 Employment of Undocumented Workers. During the term of this Agreement, Developer
agrees not to knowingly employ any undocumented workers and if convicted of a violation under 8 U.S.C.
Section 1324a (f), Developer shall repay the amount of any Reimbursement Payment or other funds
received by Developer from City from the date of this Agreement to the date of such violation within 120
days after the date Developer is notified by City of such violation, plus interest at the rate of 4%
compounded annually from the date of violation until paid. Developer is not liable for a violation of this
section by a subsidiary, affiliate, or franchisee of Developer or by a person with whom Developer contracts.
4.18 Boycott Israel. The Developer verifies that the Developer (including any wholly owned
subsidiary, majority-owned subsidiary, parent company, or affiliate of the Developer) does not Boycott
Israel and agrees that during the term of this Agreement (Contract as applicable) will not Boycott Israel as
that term is defined in Texas Government Code Section 808.001, as amended. As used in the foregoing
verification, “boycott Israel,” means refusing to deal with, terminating business activities with, or otherwise
taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations
specifically with Israel, or with a person or entity doing business in Israel or in an Israeli-controlled territory,
but does not include an action made for ordinary business purposes.
4.19 Verification Pursuant to Chapters 2252 and 2270 of the Texas Government Code. Pursuant
to Texas Government Code, Chapter 2252, as amended, Developer represents and verifies that at the time
of execution and delivery of this Agreement and for the term of this Agreement, neither the Developer, its
parent companies, nor its common-control affiliates (i) engage in business with Iran, Sudan, or any foreign
terrorist organization as described in Chapters 806 or 807 of the Texas Government Code, or Subchapter F
of Chapter 2252 of the Texas Government Code, or (ii) is a company listed by the Texas Comptroller of
Public Accounts under Sections 2270.0201 or 2252.153 of the Texas Government Code.
4.20 Verifications Pursuant to Chapters 2274 and 2276, Texas Government Code. (a) The
Developer hereby verifies that it and its parent company, wholly- or majority-owned subsidiaries, and other
affiliates, if any, do not boycott energy companies and will not boycott energy companies during the term
of this Agreement. The foregoing verification is made solely to enable the Developer to comply with
PAGE 14
Section 2276.002, Texas Government Code, as amended. As used in the foregoing verification, “boycott
energy companies,” a term defined in Section 2276.001(1), Texas Government Code (as enacted by such
Senate Bill) by reference to Section 809.001, Texas Government Code (also as enacted by such Senate
Bill), shall mean, without an ordinary business purpose, refusing to deal with, terminating business
activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit
commercial relations with a company because the company (A) engages in the exploration, production,
utilization, transportation, sale, or manufacturing of fossil fuel-based energy and does not commit or pledge
to meet environmental standards beyond applicable federal and state law; or (B) does business with a
company described by (A) above.
(b) The Developer hereby verifies that it and its parent company, wholly- or majority-owned
subsidiaries, and other affiliates, if any, do not have a practice, policy, guidance, or directive that
discriminates against a firearm entity or firearm trade association and will not discriminate against a firearm
entity or firearm trade association during the term of this Agreement. The foregoing verification is made
solely to enable the Developer to comply with Section 2274.002, Texas Government Code, as amended. As
used in the foregoing verification and the following definitions, ‘discriminate against a firearm entity or
firearm trade association,’ a term defined in Section 2274.001(3), Texas Government Code (as enacted by
such Senate Bill), (A) means, with respect to the firearm entity or firearm trade association, to (i) refuse to
engage in the trade of any goods or services with the firearm entity or firearm trade association based solely
on its status as a firearm entity or firearm trade association, (ii) refrain from continuing an existing business
relationship with the firearm entity or firearm trade association based solely on its status as a firearm entity
or firearm trade association, or (iii) terminate an existing business relationship with the firearm entity or
firearm trade association based solely on its status as a firearm entity or firearm trade association and (B)
does not include (i) the established policies of a merchant, retail seller, or platform that restrict or prohibit
the listing or selling of ammunition, firearms, or firearm accessories and (ii) a company’s refusal to engage
in the trade of any goods or services, decision to refrain from continuing an existing business relationship,
or decision to terminate an existing business relationship (aa) to comply with federal, state, or local law,
policy, or regulations or a directive by a regulatory agency or (bb) for any traditional business reason that
is specific to the customer or potential customer and not based solely on an entity’s or association’s status
as a firearm entity or firearm trade association, (b) ‘firearm entity,’ a term defined in Section 2274.001(6),
Texas Government Code (as enacted by such Senate Bill), means a manufacturer, distributor, wholesaler,
supplier, or retailer of firearms (defined in Section 2274.001(4), Texas Government Code, as enacted by
such Senate Bill, as weapons that expel projectiles by the action of explosive or expanding gases), firearm
accessories (defined in Section 2274.001(5), Texas Government Code, as enacted by such Senate Bill, as
devices specifically designed or adapted to enable an individual to wear, carry, store, or mount a firearm
on the individual or on a conveyance and items used in conjunction with or mounted on a firearm that are
not essential to the basic function of the firearm, including detachable firearm magazines), or ammunition
(defined in Section 2274.001(1), Texas Government Code, as enacted by such Senate Bill, as a loaded
cartridge case, primer, bullet, or propellant powder with or without a projectile) or a sport shooting range
(defined in Section 250.001, Texas Local Government Code, as a business establishment, private club, or
association that operates an area for the discharge or other use of firearms for silhouette, skeet, trap, black
powder, target, self-defense, or similar recreational shooting), and (c) ‘firearm trade association,’ a term
defined in Section 2274.001(7), Texas Government Code (as enacted by such Senate Bill), means any
person, corporation, unincorporated association, federation, business league, or business organization that
(i) is not organized or operated for profit (and none of the net earnings of which inures to the benefit of any
private shareholder or individual), (ii) has two or more firearm entities as members, and (iii) is exempt
from federal income taxation under Section 501(a), Internal Revenue Code of 1986, as an organization
described by Section 501(c) of that code.
4.21 Survival of State Law Verifications. Liability for breach of any of the Developer’s
agreements and verifications contained in Sections 4.18, 4.19, and 4.20 above during the term of this
PAGE 15
Agreement shall survive until barred by the applicable statute of limitations, and shall not be liquidated or
otherwise limited by any provision of this Agreement, notwithstanding anything in this Agreement to the
contrary.
4.22 Form 1295. The Developer represents that it has complied with Texas Government Code,
Section 2252.908 and in connection therewith, the Developer has completed a Texas Ethics Commission
Form 1295 Certificate generated by the Texas Ethics Commission’s electronic filing system in accordance
with the rules promulgated by the Texas Ethics Commission. The Developer further agrees to print the
completed certificate and execute the completed certificate in such form as is required by Texas
Government Code, Section 2252.908 and the rules of the Texas Ethics Commission and provide to the City
at the time of delivery of an executed counterpart of this Agreement, a duly executed completed Form 1295
Certificate. The Parties agree that, except for the information identifying the Cirt and the contract
identification number, the City is not responsible for the information contained in the Form 1295 completed
by the Developer. The information contained in the Form 1295 completed by the Developer has been
provided solely by the Developer and the City has not verified such information.
16
CITY:
CITY OF ANNA, TEXAS,
a home rule municipality
______________________________________
ATTEST: Pete Cain, Mayor
______________________________________
Carrie Land, City Secretary
(SEAL)
17
DEVELOPER:
D.R. Horton – Texas, Ltd.
a Texas limited partnership
BY: D.R. Horton, Inc., a Delaware corporation
Its: Authorized Agent
By: _________________________
Name: _________________________
Its: _________________________
EXHIBIT A
Legal Description of District
EXHIBIT B
EXHIBIT B
Legal Description of the Remainder Area Assessed Property
EXHIBIT D-1
EXHIBIT C
Budgeted Costs
EXHIBIT D-1
EXHIBIT D-1
Form of Certificate for Payment
The undersigned, on behalf of D.R. Horton – Texas, Ltd., a Texas limited partnership (the
“Developer”), requests payment from the Project Fund from the City of Anna, Texas, a home rule
municipality (the “City”) in the amount of $____________ for labor, materials, fees and/or other general
costs related to the acquisition, installation or construction of certain Authorized Improvements pursuant to
that certain Remainder Area Funding and Reimbursement Agreement, dated December 17, 2024, between
the City and the Developer (“Funding Agreement”).
In connection with the above referenced payment, the Developer represents and warrants to the City as
follows:
1. The undersigned is a duly authorized officer of the Developer, is qualified to execute this
Certificate for Payment on behalf of the Developer and is knowledgeable as to the matters set forth herein.
Capitalized terms not otherwise defined in this Certificate for Payment have the meanings given such terms
in the Funding Agreement.
2. The payment requested for the below referenced Authorized Improvements has not been
the subject of any prior payment request submitted for the same work to the City or, if previously requested,
no disbursement was made with respect thereto.
3. The amount listed for the Authorized Improvements below is a true and accurate
representation of the Actual Costs associated with the acquisition, installation or construction of said
Authorized Improvements, and such costs are in compliance with the Funding Agreement and consistent
with the SAP.
4. The Developer is in substantial compliance with the terms and provisions of the Funding
Agreement, the Developer Continuing Disclosure Agreement, the Service and Assessment Plan and the
Indenture, if applicable.
5. All ad valorem taxes that the Developer owes and that are due and payable or that an entity
the Developer controls owes and that are due and payable with respect to the Remainder Area Assessed
Property have been paid.
6. All conditions set forth in the Indenture for the payment hereby requested have been
satisfied.
7. The work with respect to the Authorized Improvements referenced below (or its completed
segment) has been completed, and the City has inspected such Authorized Improvements (or its completed
segment).
8. The Developer agrees to cooperate with the City in conducting its review of the requested
payment and agrees to provide additional information and documentation as is reasonably necessary for the
City to complete said review.
9. The Developer confirms that [based on the percentage of the Authorized Improvements as
of the date of this Certificate as verified by the City against the estimated costs from the SAP,] payment of
the amounts requested in this Certificate for Payment, taking into account [all prior payments for the
EXHIBIT D-1
Authorized Improvements and] the amount of work related to the Authorized Improvements remaining to
be completed as of the date of this Certificate for Payment will not cause the amounts on deposit in the
[Insert Name of applicable Fund within applicable Indenture] to fall below the amount necessary to
complete the remaining Authorized Improvements.
PAYMENTS REQUESTED ARE AS FOLLOWS:
Payee:
Work:
Amount:
Attached hereto are invoices, receipts, statements, purchase orders, change orders, notarized all bills paid
affidavits for soft costs, lien releases, cancelled checks and similar instruments which support and validate
the above requested payments.
DEVELOPER:
D.R. Horton – Texas, Ltd.,
a Texas limited partnership
BY: D.R. HORTON, INC.
By:
Name:
Its:
Date:
EXHIBIT D-1
APPROVAL OF REQUEST BY CITY
The City is in receipt of the attached Certificate for Payment, acknowledges the Certificate for Payment,
acknowledges that the Authorized Improvements (or its completed segment) covered by the certificate have
been inspected by the City and otherwise finds the Certificate for Payment to be in order. After reviewing
the Certificate for Payment, the City approves the Certificate for Payment and shall include said payments
in the City Certificate submitted to the Trustee directing payments to be made from the Project Fund to the
Developer or to any person designated by the Developer.
CITY OF ANNA, TEXAS,
a home rule law municipality
By:
Printed Name:
Its:
EXHIBIT D-2
EXHIBIT D-2
Form of Closing Disbursement Request
The undersigned, on behalf of D.R. Horton – Texas, Ltd., a Texas limited partnership (the “Developer”), requests
payment from the Project Fund from the City of Anna, Texas, a home rule municipality (the “City”) in the amount of
$____________ for costs and expenses incurred by Developer in connection with the Authorized Improvements and/or
Bond Issuance Costs to be funded pursuant to that Remainder Area Funding and Reimbursement Agreement, dated
December 17, 2024 (“Funding Agreement”).
In connection with the above referenced payment, the Developer represents and warrants to the City as follows:
1. The undersigned is a duly authorized officer of the Developer, is qualified to execute this Closing
Disbursement Request on behalf of the Developer and is knowledgeable as to the matters set forth herein. Capitalized terms
not otherwise defined in this Closing Disbursement Request have the meanings given such terms in the Funding Agreement.
2. The payment requested for the below referenced costs for the Authorized Improvements at the time of the
delivery of the applicable series of PID Bonds have not been the subject of any prior payment request submitted to the City.
3. The amount listed for the below costs is a true and accurate representation of the Actual Costs associated
with the Authorized Improvements at the time of the delivery of the applicable series of PID Bonds, and such costs are in
compliance with the Funding Agreement and the SAP.
4. All conditions set forth in the Funding Agreement and in the Indenture for the payment hereby requested
have been satisfied.
5. The Developer agrees to cooperate with the City in conducting its review of the requested payment and
agrees to provide additional information and documentation as is reasonably necessary for the City to complete said review.
PAYMENTS REQUESTED ARE AS FOLLOWS:
Payee:
Description of Cost:
Amount:
Attached hereto are invoices, receipts, statements, purchase orders, notarized all bills paid affidavits for soft costs, lien
releases, cancelled checks and similar instruments which support and validate the above requested payments.
EXHIBIT D-2
DEVELOPER:
D.R. HORTON – TEXAS, LTD., a Texas limited partnership
BY: D.R. Horton, Inc., a Delaware corporation,
Authorized Agent
By:
Name: ______________________________
Its: _________________________________
Date:
APPROVAL OF REQUEST BY CITY
The City is in receipt of the attached Closing Disbursement Request, acknowledges the Closing Disbursement Request and
finds the Closing Disbursement Request to be in order. After reviewing the Closing Disbursement Request, the City
approves the Closing Disbursement Request and shall include said payments in the City Certificate submitted to the Trustee
directing payments to be made upon delivery of the applicable series of PID Bonds.
CITY OF ANNA, TEXAS,
a general law municipality
By:
Printed Name:
Its:
Item No. 5.h.
City Council Agenda
Staff Report
Meeting Date: 12/17/2024
Staff Contact: Gregory Peters
AGENDA ITEM:
Approve a Resolution authorizing the City Manager to execute a Pump and Haul
Agreement by and between the City of Anna Texas and MM Mantua 701, LLC, for
municipal wastewater. (Assistant City Manager Greg Peters, P.E.)
SUMMARY:
This item is to approve the execution of a pump and haul agreement for wastewater
with a developer seeking to develop property in the Extraterritorial Jurisdiction of Van
Alstyne.
FINANCIAL IMPACT:
This item has no financial impact on the City's current fiscal year budget. However, a
small amount of revenue could be seen in FY25-26 as a result of this agreement.
BACKGROUND:
MM Mantua 701, LLC, is the developer of property located in Van Alstyne's
Extraterritorial Jurisdiction (ETJ). In the future, municipal wastewater from the
development will flow from the City of Van Alstyne to the City of Anna, and into the
Hurricane Creek Regional Wastewater Treatment Plant. The City will charge wholesale
wastewater rates to the City of Van Alstyne for the treatment and transport of
wastewater, and Van Alstyne will bill the development.
The developer is seeking the ability to pump and haul small amounts of wastewater
from the development and into Anna's wastewater system, in case some homes are
constructed prior to the regional trunk sewer line in Van Alstyne connecting to the
development. Per the agreement, the developer will be responsible for the staff,
equipment, and resources necessary to complete the pump and haul of wastewater,
solely at the developer's cost. The City will bill the developer a flat fee of $33.25 per
truck, and the developer's contractor will only be allowed to dump the wastewater in a
specific location as identified in the agreement.
This agreement will function as a back-up plan, and pump and haul will only be utilized
as necessary until the trunk sewer connection is available. City staff and the City
Attorney have reviewed and assisted in the preparation of this agreement, and
recommend approval.
STRATEGIC CONNECTIONS:
This item supports the City of Anna Strategic Plan, specifically advancing the strategic
outcome area: Resilient.
ATTACHMENTS:
1. Resolution - Mantua Pump and Haul Agreement
2. Mantua Pump and Haul Agreement
CITY OF ANNA, TEXAS
RESOLUTION NO. _______________
A RESOLUTION OF THE CITY OF ANNA, TEXAS AUTHORIZING THE CITY
MANAGER TO EXECUTE A PUMP AND HAUL AGREEMENT WITH MM MANTUA
701, LLC, WITH AN EFFECTIVE DATE.
WHEREAS, MM Mantua 701, LLC, is the developer of 701.013 acres of land in the
Extraterritorial Jurisdiction of the City of Van Alstyne, Texas, and;
WHEREAS, the 701.013 acre development will sewer to the City of Anna’s Hurricane
Creek Regional Wastewater Treatment Plant, once the plant is complete and trunk sewer
mains are in place, and;
WHEREAS, the Developer is seeking to enter into a pump and haul agreement for
temporary wastewater transport to Anna’s wastewater collection system if necessary
while the construction of infrastructure is taking place, and;
WHEREAS, the Developer, at its sole cost, shall pay for the equipment, staff, and
operations of transporting the wastewater to the point of entry identified by the City of
Anna, and;
WHEREAS, the Developer agrees to pay a flat fee of $33.25 per truck to the City of Anna
for the costs associated with the acceptance and treatment of the wastewater, and;
WHEREAS, the proposed Mantua Pump and Haul Agreement is attached hereto, as
exhibit “A,” 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 Agreement.
The City Council of the City of Anna, Texas, authorizes the City Manager to execute the
attached Mantua Pump and Haul Agreement.
The City Council of the City of Anna, Texas, authorizes the city to invoice the developer
for accepting and treating the wastewater in accordance with the terms of the Mantua
Pump and Haul Agreement.
PASSED AND APPROVED by the City Council of the City of Anna, Texas on this ___
day of December 2024.
ATTEST: APPROVED:
__________________________ __________________________
City Secretary, Carrie Land Mayor, Pete Cain
Exhibit A
(following Page)
Item No. 5.i.
City Council Agenda
Staff Report
Meeting Date: 12/17/2024
Staff Contact: Gregory Peters
AGENDA ITEM:
Approve a Resolution authorizing the City Manager to enter into a Project Specific
Purchase Order with Kimley-Horn and Associates, Incorporated, for an update to the
water model for the City of Anna, Texas. (Assistant City Manager, Greg Peters, P.E.)
SUMMARY:
This item is for the approval of a project specific purchase order with Kimley-Horn and
Associates, Incorporated, for professional engineering services.
FINANCIAL IMPACT:
Funding for this service is available in the Contract Services line item of the FY2024-
2025 Public Works Department Water Division budget.
BACKGROUND:
The City of Anna is continuing to experience record growth in residential and
commercial development. Over the past year, multiple major master planned
developments have begun to move forward across different portions of the community.
These projects will include significant expansion to the City’s public water system, and
significantly increase water system demands.
In an effort to ensure the City is well-prepared to continue to meet the public drinking
water needs of the community, the City is seeking to work with Kimley-Horn to fully
update the existing water model for the City. Kimley-Horn originally created the water
model in 2019, and updates were made in 2020 thru 2022. The growth in the
community is necessitating another update to the model, to ensure that the City can
properly make informed decisions on future water system capital improvement projects.
The updated water model will be utilized to run scenarios pertaining to new
development and existing system infrastructure to determine the best way to make
future investments in water infrastructure.
STRATEGIC CONNECTIONS:
This item supports the City of Anna Strategic Plan, specifically advancing the strategic
outcome area: Resilient.
ATTACHMENTS:
1. Resolution - Kimley Horn Water Model Updates
2. Project Specific Purchase Order - Water Model Updates
CITY OF ANNA, TEXAS
RESOLUTION NO. _______________
A RESOLUTION OF THE CITY OF ANNA, TEXAS AUTHORIZING THE CITY
MANAGER TO EXECUTE A PROJECT SPECIFIC PURCHASE ORDER WITH
KIMLEY-HORN AND ASSOCIATES, INCORPORATED, FOR PROFESSIONAL
SERVICES PERTAINING TO WATER MODEL UPDATES, WITH AN EFFECTIVE
DATE.
WHEREAS, the City of Anna is experiencing record growth, including residential and
commercial development, and;
WHEREAS, maintaining an accurate water model is critical to ensure the continued ability
of the City of Anna to meet the public drinking water needs of the community, and;
WHEREAS, the City has multiple, large, master planned developments moving forward
into design and construction, which will result in significant expansion of the public water
system in the City of Anna, Texas, and;
WHEREAS, the City Council finds that it is necessary to proactively prepare for the
growing infrastructure needs of the community, and;
WHEREAS, Kimley-Horn and Associates, Incorporated, has been pre-selected in the
Utility Facility Engineering and Utility Collection & Distribution categories of the City of
Anna Professional Services RFQ conducted in 2021, and;
WHEREAS, Kimley-Horn and Associates has developed and maintained the City of
Anna’s water model since 2019, and;
WHEREAS, the City has negotiated a scope of services and fee to provide the necessary
professional engineering services required to update the water model for the City of Anna,
Texas, 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 Project Specific Purchase Order and Funding.
The City Council of the City of Anna, Texas, authorizes the City Manager to execute the
attached Project Specific Purchase Order.
The City Council of the City of Anna, Texas, finds that funding for the Purchase Order
shall come from the Contract Services line item in the Fiscal Year 2024-2025 Public
Works Department, Water Division operating budget.
PASSED AND APPROVED by the City Council of the City of Anna, Texas on this ___
day of December 2024.
ATTEST: APPROVED:
__________________________ __________________________
City Secretary, Carrie Land Mayor, Pete Cain
Exhibit A
(following Page)
rev 1/2021
INDIVIDUAL PROJECT ORDER NUMBER 064512922
Describing a specific agreement between Kimley-Horn and Associates, Inc. (the Consultant), and the City
of Anna (the Client) in accordance with the terms of the Master Agreement for Continuing Professional
Services dated July 27th 2021, which is incorporated herein by reference.
Identification of Project:
Project Name: Existing Water Model Updates
KH Project Manager: David Perkins, P.E.
Project Number: 064512922
Specific Scope of Basic Services:
Project Understanding:
This project consists of updating the existing City of Anna water model in WaterCAD and providing a
summary of existing deficiencies found from the existing water model in a technical memorandum.
Task 1 – Existing Water Model Updates
Data Collection:
The City will assist Kimley-Horn in obtaining updated record information regarding the following:
a. Historic Demands (peak day, yearly average, winter low, etc.)
b. Service Connections – The City will provide total number of service connection on
December 31 for the last five (5) years, including subtotals for residential, commercial and
industrial connections for the past year, if available.
c. Metering Records – The City will provide a list of all large water users, their locations and
metering records for the past year, including local industries, restaurants, schools,
hospitals and other businesses.
d. Wholesale water supply capacity and applicable contracts
e. As-Built drawings for new developments.
Analysis:
The current hydraulic water model for the City will be updated. The model will be created using the
computerized modeling software “WaterCad” by Haestead Methods. Kimley-Horn will use this model to
identify infrastructure improvements required to accommodate existing deficiencies.
a. Existing System Analysis
i. Design Criteria - Kimley-Horn will develop design criteria to base the analysis upon
including but not limited to:
Minimum and maximum pressures,
Minimum and maximum pipe velocities,
Elevated storage,
Ground storage,
Pumping,
Fire Flow,
Texas Commission on Environmental Quality (TCEQ) criteria.
rev 1/2021
ii. Existing Water Demands – Kimley-Horn will utilize the City’s existing water usage
data to calculate the City’s existing and historical water demands. Tasks will
include:
Historical and current average day, maximum day, and peak hour water
demand,
Historical and current average day water demand per acre by each unique
land use type,
Representative maximum day water diurnal demand curve.
iii. Water System Model – Kimley-Horn will update the City’s water system model to
represent the existing water system and existing water system demands. The
model will utilize existing infrastructure information, system operational
parameters, and available customer demand information. This will include:
Evaluation of system connectivity.
Confirmation of pipe and node parameters, such as pipe size, roughness
factor, and node elevation.
Calibration using fire flow data provided by the City.
Confirmation of system operational parameters and controls.
Evaluation of the distribution of existing demands.
Meetings:
Kimley-Horn will attend up to 2 meetings with Staff to review the findings of the existing system
analysis.
Deliverables:
Final Tech Memo to include following:
o Summary of updates made to the existing water model demands, pumping, storage,
supply, and controls.
o Recommendations on existing system deficiencies if applicable.
Task 2 – Additional Water Model Scenarios
Kimley-Horn will evaluate alternative scenarios as requested by the client that are outside of the scope
described in Task 1. This may include evaluation of future elevated storage tank location, size and water
main sizing. This task Includes up to 80 hours of Kimley-Horn effort.
Additional Services if required:
Any services not specifically provided for in the above scope will be billed as additional services and
performed at Kimley-Horn’s then current hourly rate. Additional services Kimley-Horn can provide include,
but are not limited to the following:
- Proposed construction cost of existing system deficiencies
- Survey services
- Geotechnical engineering services
- Preparing applications and supporting documents for government grants, loans, or planning
advances, and providing data for detailed applications.
- Any services no listed in the Scope of Services
rev 1/2021
Schedule:
The consultant will provide the services listed in the Scope of Services upon receipt of signed IPO within a
length of time as mutually agreed to by both the client and consultant.
Terms of Compensation:
Task 1 – Existing Water Model Updates $35,000 Lump Sum
Task 2 – Additional Water Model Scenarios $18,000 Hourly, Not to Exceed
ACCEPTED:
CITY OF ANNA KIMLEY-HORN AND ASSOCIATES, INC.
BY: BY:
TITLE: TITLE: Senior Vice President
DATE: DATE: 12/09/2024
rev 1/2021
Kimley-Horn and Associates, Inc.
Hourly Labor Rate Schedule
Classification Rate
Analyst $165 - $250
Professional $235 - $300
Senior Professional I $260 - $360
Senior Professional II $345 - $380
Senior Technical Support $160 - $285
Support Staff $110 - $150
Technical Support $125 - $155
Effective through June 30, 2025
Subject to adjustment thereafter
Item No. 5.j.
City Council Agenda
Staff Report
Meeting Date: 12/17/2024
Staff Contact: Gregory Peters
AGENDA ITEM:
Approve a Resolution authorizing the City Manager to enter into a Project Specific
Purchase Order with Kimley-Horn and Associates, Incorporated, for an update to the
Wastewater Master Plan for the City of Anna, Texas. (Assistant City Manager, Greg
Peters, P.E.)
SUMMARY:
This item is for the approval of a project specific purchase order with Kimley-Horn and
Associates, Incorporated, for professional engineering services.
FINANCIAL IMPACT:
Funding for the Wastewater Master Plan Update is available in the Sewer Impact Fees
Fund. The estimated cost of the project is $90,000.
BACKGROUND:
The City of Anna is continuing to experience record growth in residential and
commercial development. As such, the City is reviewing options to continue to increase
sewer system capacity and availability throughout the community.
The City of Anna has a 10-year Capital Improvement Plan, which identifies major
roadway, water system, and wastewater system project needs. In addition, the City has
master plans for all three, including a Thoroughfare Master Plan, Water System Master
Plan, and Wastewater System Master Plan. It is critical for the City to maintain and
update the 10-year plan and associated master plans as growth continues.
In an effort to ensure the City is well-prepared to identify and execute critical wastewater
infrastructure projects in the near future, the City is seeking to work with Kimley-Horn to
update the existing Wastewater Master Plan. Upon completion of the plan, the City will
be making updates to the 10-year Capital Improvement Plan in 2025. Kimley-Horn was
the engineering firm who prepared the Wastewater System Master Plan in 2020, and is
in the best position to efficiently work with City staff to make updates.
STRATEGIC CONNECTIONS:
This item supports the City of Anna Strategic Plan, specifically advancing the strategic
outcome area: Resilient.
ATTACHMENTS:
1. Resolution - Kimley Horn Wastewater Master Plan Update
2. Project Specific Purchase Order - Wastewater Master Plan Update
CITY OF ANNA, TEXAS
RESOLUTION NO. _______________
A RESOLUTION OF THE CITY OF ANNA, TEXAS AUTHORIZING THE CITY
MANAGER TO EXECUTE A PROJECT SPECIFIC PURCHASE ORDER WITH
KIMLEY-HORN AND ASSOCIATES, INCORPORATED, FOR PROFESSIONAL
SERVICES PERTAINING TO AN UPDATE TO THE WASTEWATER SYSTEM
MASTER PLAN, WITH AN EFFECTIVE DATE.
WHEREAS, the City of Anna is experiencing record growth, including residential and
commercial development, and;
WHEREAS, maintaining an updated Wastewater Master Plan is critical to ensure the
continued ability of the City of Anna to meet the sanitary sewer needs of the community,
and;
WHEREAS, the City has multiple, large, master planned developments moving forward
into design and construction, which will result in significant expansion of the public sewer
system in the City of Anna, Texas, and;
WHEREAS, the City Council finds that it is necessary to proactively prepare for the
growing infrastructure needs of the community, and;
WHEREAS, Kimley-Horn and Associates, Incorporated, has been pre-selected in the
Utility Facility Engineering and Utility Collection & Distribution categories of the City of
Anna Professional Services RFQ conducted in 2021, and;
WHEREAS, Kimley-Horn and Associates prepared the Wastewater Master Plan in 2020,
and is well positioned to efficiently work with City staff to update the plan, and;
WHEREAS, the City has negotiated a scope of services and fee to provide the necessary
professional engineering services required to update the Wastewater Master Plan for the
City of Anna, Texas, 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 Project Specific Purchase Order and Funding.
The City Council of the City of Anna, Texas, authorizes the City Manager to execute the
attached Project Specific Purchase Order.
The City Council of the City of Anna, Texas, finds that funding for the Purchase Order
shall come from Sewer Impact Fee Funds.
PASSED AND APPROVED by the City Council of the City of Anna, Texas on this ___
day of December 2024.
ATTEST: APPROVED:
__________________________ __________________________
City Secretary, Carrie Land Mayor, Pete Cain
Exhibit A
(following Page)
rev 1/2021
INDIVIDUAL PROJECT ORDER NUMBER 064512923
Describing a specific agreement between Kimley-Horn and Associates, Inc. (the Consultant), and the City
of Anna (the Client) in accordance with the terms of the Master Agreement for Continuing Professional
Services dated July 27th 2021, which is incorporated herein by reference.
Identification of Project:
Project Name: Wastewater Master Plan Update
KH Project Manager: David Perkins, P.E.
Project Number: 064512923
Specific scope of basic Services:
Project Understanding:
This project consists of updating the existing wastewater master plan completed in 2022.
Task 1 – Wastewater Master Plan Update
Kick-Off Meeting:
The Consultant will meet with the City for a formal kick-off meeting for the wastewater master plan. During
this meeting, data collection, the scope for each task, and City contacts will be discussed.
Data Collection:
The Consultant will coordinate with the City to obtain the following data:
Wastewater Specific Data Collection
o Physical Data
Lift Stations: total capacity, number of pumps, flow and head range, pump
curves, pump impeller elevation
Wastewater treatment plant average day and maximum day capacity
Wastewater discharge records – Previous five (5) years
o Current and historical population (annually)
o Current and historical number and type of water connections (monthly)
o Wastewater treatment plant discharge (daily)
o Lift station discharge (daily)
o Specific commercial/industrial meters (daily)
System Operational Parameters and Controls
o Lift station pump control settings
Historical maintenance data
o Sanitary Sewer Overflow (SSO) History
o Maintenance problem areas
Analysis:
This task shall consist of compiling existing infrastructure information and demographics to update the
existing hydraulic sewer model for the Client. The model will be updated using industry standard sewer
modeling software such as “SewerCAD” by Bentley. The model will consist of 10-inch and larger wastewater
lines. Consultant will use this model with the developed design criteria to identify infrastructure
improvements required to alleviate existing deficiencies and to serve future growth. The scope is
anticipated to be as follows:
rev 1/2021
Existing System Analysis
Land Use Assumptions – Consultant will incorporate land use assumptions from the current
Comprehensive Plan Update.
Design Criteria – Consultant will develop design criteria that meets Texas Commission on
Environmental Quality (TCEQ) regulations and industry design standards for:
o Sewer line capacity
o Lift station and force main capacity
Existing Wastewater Demands – Consultant will utilize the City’s existing wastewater discharge
data and field data to calculate the Client’s existing and historical wastewater discharges. Tasks
will include:
o Calculate historical and current average day, dry weather wastewater discharges for
the City and for the 10 wastewater basins.
o Calculate historical and current average day, dry weather wastewater discharges by
each unique land use type.
o Calculate a representative diurnal wastewater demand curve for the City and for each
wastewater basin.
o Calculate wet weather wastewater discharges for the City and for each wastewater
basin for each unique rainfall event.
Wastewater System Model – Consultant will update the City’s wastewater system model to
represent the existing wastewater system and existing wastewater system demands. The
model will utilize existing infrastructure information, system operational parameters, and
available customer demand information. Tasks will include:
o Evaluate system connectivity.
o Confirm pipe and node parameters, such as pipe size, roughness factor, and node
elevation.
o Confirm system components, such as lift stations, are shown in the model with the
correct location, connectivity, and geometry.
o Confirm system operational parameters and controls.
o Evaluate the distribution of existing demands.
Model and Infrastructure Verification
o Consultant will calibrate the model using flow monitoring data provided by the Client.
o Consultant will coordinate with Client staff to verify that the existing infrastructure
matches the wastewater system model.
o Perform a calibration analysis to compare model results with the recorded data.
Capital Improvement Plan
Wastewater System Analysis and Infrastructure Sizing – Consultant will utilize the wastewater
system model to determine existing infrastructure that does not meet the design criteria and to
size infrastructure to serve future growth. Tasks will include:
o Determine sewer shed boundaries for the service area and establish a 10th major
wastewater basin.
o Identify infrastructure needed to alleviate existing system deficiencies.
o Utilize future land use projections to prepare projected demand distributions and
incorporate into the model.
o Execute the model to identify infrastructure improvements necessary to meet future
demands.
o Develop flow rate or connection number triggers for each major wastewater projects
with a projected improvement year.
o The following components will be evaluated and sized:
Transmission Lines
Lift Stations
Treatment Facilities
Capital Improvement Plan – Consultant will develop a wastewater Capital Improvement Plan
rev 1/2021
that identifies projects to be constructed. Tasks will Include:
o Develop capital improvements project list.
o Develop opinions of probable construction cost for each project.
CIP Meeting
The Consultant will meet with the City to discuss the proposed CIP and preliminary cost projections. Any
comments will be incorporated into the final CIP and cost projections.
Report:
Consultant will update the Wastewater Master Plan report summarizing the findings of the analysis and the
recommendations.
Prepare draft report for review and comment by Client.
Prepare final report based on Client comments.
The report is anticipated to include the following:
o Executive summary
o Introduction
o Description of existing infrastructure
o Design criteria and modeling methodology
o Existing wastewater system deficiencies
o Future land use and wastewater demand projections
o Analysis and recommendations
o Capital improvements plan
Opinion of probable construction cost
Project description
o Maps
Existing land use map
Ultimate land use map
Existing system infrastructure map
Capital Improvement Plan map
Additional Services if required:
Any services not specifically provided for in the above scope will be billed as additional services and
performed at Kimley-Horn’s then current hourly rate. Additional services Kimley-Horn can provide include,
but are not limited to the following:
- Flow monitoring
- Rainfall monitoring
- Survey services
- Geotechnical engineering services
- Preparing applications and supporting documents for government grants, loans, or planning
advances, and providing data for detailed applications.
- Any services no listed in the Scope of Services
Schedule:
The consultant will provide the services listed in the Scope of Services upon receipt of signed IPO within a
length of time as mutually agreed to by both the client and consultant.
Terms of Compensation:
Kimley-Horn will perform the Scope of Service for the lump sum fee below:
rev 1/2021
Task 1: Wastewater Master Plan Update $90,000
Lump sum fees will be invoiced monthly based upon the overall percentage of services performed.
ACCEPTED:
CITY OF ANNA KIMLEY-HORN AND ASSOCIATES, INC.
BY: BY:
TITLE: TITLE: Senior Vice President
DATE: DATE: 12/09/2024
Item No. 5.k.
City Council Agenda
Staff Report
Meeting Date: 12/17/2024
Staff Contact: Dalan Walker
AGENDA ITEM:
Approve a Resolution and authorize the City Manager to execute a Master Professional
Services Agreement with Project Advocates for management assistance with Park CIP
projects. (Park Planning and Development Manager Dalan Walker)
SUMMARY:
Staff is seeking assistance with project management for Park CIP projects due to the
acceleration of several project timelines. The Park Planning and Development Manager
will utilize the services of Project Advocates as an extension of his office in lieu of
requesting additional staff positions.
FINANCIAL IMPACT:
Financial impact will be determined once Professional Service Project Orders are
executed for individual projects.
BACKGROUND:
Project Advocates has played a crucial role in the library project, and their efforts have
kept the project moving forward and within budget. Staff will utilize their expertise to
focus on projects at Slayter Creek Park. There are many small and medium-sized
projects that take as much, if not more, staff time than larger projects. Project
Advocates will assist with finding bidders and contractors, reviewing submittals,
scheduling, invoicing and overall project tracking. As the scope of their services is
further defined, Professional Services Project Orders will be developed for each project
and executed. A memorandum detailing the upcoming Park CIP project was sent to
Council on December 6th and is attached to this agenda item.
Staff presented the Master Professional Services Agreement to the Parks Advisory
Board on November 18, 2024, and the Board unanimously recommended that City
Council approve the agreement.
STRATEGIC CONNECTIONS:
This item supports the City of Anna Strategic Plan, specifically advancing the strategic
outcome area: Active.
ATTACHMENTS:
1. Resolution for Master APS Project Advocates 2024-29
2. Project Advocates MASTER PSA (PA Signed)
3. Memorandum 24-136 - Parks Projects - Upcoming Action Items
CITY OF ANNA, TEXAS
RESOLUTION NO. _________________
A RESOLUTION OF THE CITY OF ANNA, TEXAS, APPROVING A MASTER
AGREEMENT FOR PROFESSIONAL SERVICES WITH PROJECT
ADVOCATES, LLC. TO PROVIDE PROFESSIONAL SERVICES, INCLUDING
PROJECT MANAGEMENT RESOURCES, FOR VARIOUS PARK CAPITAL
IMPROVEMENT PROGRAM PROJECTS.
WHEREAS, the City Council of the City of Anna, Texas, (“City Council”) finds that the master
agreement for professional services with Project Advocates, LLC. is instrumental and necessary
to the management of multiple Park CIP projects in the City of Anna; and
WHEREAS, the City Council considers the completion of project planned in the current Park CIP
to be beneficial to the neighbors of Anna, Texas, meeting several goals and objectives set forth
in the Strategic Plan adopted by City Council; and
WHEREAS, the City Council approves the proposed master agreement for professional services
with Project Advocates, LLC.
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 as set forth in full.
Section 2. Approval and Authorization of Agreement.
The City Council hereby approves a master agreement for professional services with Project
Advocates, LLC. and ratifies and approves the City Manager’s execution of the same. The City
Manager is hereby authorized to execute all documents and to take all other actions necessary
to finalize and enforce the agreement for professional services with Project Advocates, LLC.
PASSED, APPROVED, AND ADOPTED on first and final reading on this 17th day of December
2024.
ATTEST: APPROVED:
_____________________________ ______________________________
City Secretary, Carrie Land Mayor, Pete Cain
City of Anna, Texas – Master Professional Services Agreement Page 1 of 25
Program and/or Project Management and/or Owner Representation
MASTER AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN THE CITY OF ANNA, TEXAS, AND Project Advocates, LLC.
2025-2030
Made as of the _____ day of _________________ 20___ (“Effective Date”)
Between the City: The City of Anna, Texas
120 W. 7th Street
Anna, Texas 75409
Telephone: (469) 885-8807
and the Firm: Project Advocates, LLC
3833 Ridgetop Lane
Plano, TX 75074
for the following Project: Master Agreement for Program and/or Project Management and/or
Owner Representation
THIS MASTER AGREEMENT FOR PROFESSIONAL SERVICES (this “Agreement”) is made
and entered into by and between the City of Anna, Texas, a home-rule municipality (“City”), and
Project Advocates, LLC [Program and/or Project Management and/or Owner
Representation] (“Firm”), to be effective from and after the date as provided above. City and
Firm are at times each referred to herein as a “party” or collectively as the “parties.”
WHEREAS, the City desires to engage the services of the Firm to provide professional services
as describe for Program and/or Project Management and/or Owner Representation on an
on-call basis (“Project”); and
WHEREAS, the Firm desires to render such professional services for the City upon the terms and
conditions provided herein.
NOW, THEREFORE, KNOW ALL PERSONS BY THESE PRESENTS:
That for and in consideration of the covenants contained herein, for the mutual benefits to be
obtained hereby and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties agree as follows:
ARTICLE 1
FIRM’S SERVICES
1.1 Engagement of the Firm – At City's request and in City's sole discretion, City is entitled
to engage Firm from time to time to perform professional services in accordance with the
terms and conditions of this Agreement (“Services”). Firm agrees to perform such Services
in accordance with the terms and conditions of this Agreement and with any individual
written Project Order issued pursuant to Article 1.2 hereof. City reserves the right, in its
sole discretion, to hire other firms or Firms for any reason and for any purpose. If any
employee of Firm, who is performing the day-to-day Services under this Agreement, is
separated, for any reason, from employment with Firm, Firm shall provide City with written
notice thereof at least five (5) business days’ prior to said separation unless circumstances
City of Anna, Texas – Master Professional Services Agreement Page 2 of 25
Program and/or Project Management and/or Owner Representation
reasonably warrant a shorter notice period, which shall not exceed two (2) business days
following the separation.
1.2 Scope of Services – The Services to be provided by Firm to City shall be as mutually
agreed to in a separate written Project Order executed by City and Firm (“Scope of
Services”). Whenever used in this Agreement, the term Services shall mean those
services specified in this Agreement and in a Project Order issued pursuant to this
Agreement and all related work. Each Project Order shall include, directly or by reference,
appropriate cost and pricing data and such other documentation as required by the City.
Each Project Order shall be subject to and integrated into this Agreement, and the terms
of this Agreement are incorporated into and made a part of each Project Order by
reference to this Agreement. All Services within the Scope of Services shall be performed
by the employees of Firm or Firm's officers, employees, agents, representatives, sub-
contractors or sub-Firms unless otherwise provided in a Project Order. Firm shall be wholly
and solely responsible for any Services or subcontracted Services provided by any officer,
employee, agent, representative, sub-contractors or sub-Firms of Firm (collectively,
“Firm's Personnel”). If at any time after entering into this Agreement, City has any
objection to Firm's representative or to any of Firm's Personnel, or any objection to any
personnel of sub-Firm retained by Firm and assigned to perform the Services, Firm shall
promptly propose substitutes to whom City has no objection. The parties understand and
agree that deviations or modifications to the Scope of Services, in the form of written
change orders, may be authorized from time to time by City (“Change Order(s)”).
1.2.1 Requirement of Written Change Order – “Extra” work, or “claims” invoiced as
“extra” work, or “claims” that have not been issued as a duly executed, written
Project Order or Change Order issued by the Anna City Manager, will not be
authorized for payment and/or shall not become part of the subcontracts. A duly
executed written Change Order shall be preceded by the Anna City Council’s
authorization for the Anna City Manager to execute said Change Order.
1.2.2 FIRM SHALL NOT PERFORM ANY “EXTRA” WORK AND/OR ADDITIONAL
SERVICES WITHOUT A DULY EXECUTED WRITTEN CHANGE ORDER
ISSUED BY THE ANNA CITY MANAGER. Firm acknowledges that Project
Managers, Superintendents, and/or Inspectors of the City are not authorized to
issue verbal or written change orders.
1.3 Schedule of Work – Firm agrees to commence work immediately upon the execution of
a Project Order, and to proceed diligently with said work to completion as described in
such Project Order.
1.4 Standard of Care – Firm shall perform the Services required hereunder: (1) with the
professional skill and care ordinarily provided by competent professionals practicing under
the same or similar circumstances and professional license; and (2) as expeditiously as is
prudent considering the ordinary professional skill and care of a competent professional
under the same professional license.
1.5 Term – The term of this Agreement shall begin on the Effective Date and shall continue
until _01/01/2025 – 01/01/2030_, unless sooner terminated as provided herein.
City of Anna, Texas – Master Professional Services Agreement Page 3 of 25
Program and/or Project Management and/or Owner Representation
1.6 Subcontracted Services – When necessary, subcontracted services shall be procured
by Firm in connection with the Services provided pursuant to this Agreement, subject to
City's prior written consent. Firm shall issue subcontracts for such subcontracted services
in Firm's own name. Firm shall be compensated for subcontracted services for the actual
amount invoiced by the subcontractor. Except as set forth in this Agreement , neither Firm
nor City may assign, sublet, transfer, or otherwise convey (together, an "Assignment"),
and neither Firm nor City has the power to enter into an Assignment of any or all of the
rights, duties and obligations or interest in this Agreement without the prior written consent
of the other party. Unless specifically stated to the contrary in any written consent to an
Assignment, no Assignment will release or discharge the assignor from any duty or
responsibility under this Agreement.
ARTICLE 2
THE CITY’S RESPONSIBILITIES
City shall use reasonable efforts to not delay the Services of Firm as follows:
2.1 Project Data – The City shall furnish information that is reasonably requested by Firm and
that City has in its possession at the time of Firm’s request as expeditiously as necessary
for the orderly progress of the Services, and Firm shall be entitled to rely upon the
accuracy and completeness of the information furnished by City under this Article 2.1.
2.2 City Project Manager – The City shall designate, when necessary, a representative
authorized to act on City’s behalf with respect to the Services (“Project Manager”). City,
or the authorized Project Manager, shall on an as-needed basis, issue Project Orders to
Firm in accordance with the Scope of Services. City, or the authorized Project Manager
shall examine the documents submitted by Firm and shall render any required decisions
pertaining thereto as soon as practicable to avoid unreasonable delay in the progress of
Firm’s Services. Firm understands and agrees that the Project Manager and his or her
authorized designee are not authorized to issue verbal or written Change Orders for
“extra” work or “claims” invoiced as “extra” work.
ARTICLE 3
FIRM’S COMPENSATION
3.1 Compensation for Firm’s Services – Compensation by the City to Firm for Services shall
be on a fixed fee or a time and materials basis as specified in the applicable Professional
Services Project Order (“Firm’s Fee”). All time shall be billed at Firm's labor billing rates
agreed upon by City. Said rates shall only be adjusted in writing as may be agreed to
between the Parties.
3.1.1 Disputes between City and Construction Contractor – If the Scope of Services
involves the Firm performing Construction Administration Services relating to an
agreement between a Construction Contractor (the “Contractor”) and the City, and
upon receipt of a written request by City, Firm shall research previous and existing
conditions of the Services, and make a determination whether or not to certify that
sufficient cause exists for the City to declare the Contractor in default of the terms
and conditions of the agreement. Firm shall submit his findings in writing to the
City, or submit a written request for a specific extension of time (including the basis
for such extension), within fifteen (15) calendar days of receipt of the written
City of Anna, Texas – Master Professional Services Agreement Page 4 of 25
Program and/or Project Management and/or Owner Representation
request from the City. City and Firm agree that if requested by the City, completion
of this task shall be included in the Firm’s Fee and considered to be within the
Scope of Services as defined under this Agreement.
3.2 Direct Expenses – Direct Expenses are included in the Firm’s Fee as described in Article
3.1 and include actual reasonable and necessary expenditures made by the Firm and the
Firm’s Personnel in connection with the Services. All submitted Direct Expenses are to
be within the amounts as set forth in the applicable Project Order, and consistent with
Exhibit E, City of Anna Guidelines for Direct Expenses, General and Administrative
Markup, and Travel and Subsistence Expenses. The Firm shall be solely responsible for
the auditing of all Direct Expenses prior to submitting to the City for reimbursement, and
shall be responsible for the accuracy thereof. Any over-payment by the City for errors in
submittals for reimbursement may be deducted from the Firm’s subsequent payment for
Services; provided, however this shall not be the City’s sole and exclusive remedy for said
overpayment.
3.3 Invoices – No payment to Firm shall be made until Firm tenders an invoice to the City.
Invoices are to be submitted to City immediately upon completion work as set forth in the
applicable Project Order. On all submitted invoices, Firm shall include appropriate
background materials and sufficient detail for the City to verify the Services performed and
Direct Expenses incurred in support of the submitted charges on said invoice. Such
background material shall include employee timesheets, invoices for work obtained from
other parties, and receipts and/or log information relating to Direct Expenses. Each
invoice shall constitute a representation of the Firm that the proportion of the Services has
been fully performed in accordance with this Agreement, that the Direct Expenses have
been actually incurred and that payment of the indicated amount has been earned by, and
is properly due and payable to, the Firm in accordance with this Agreement.
Notwithstanding the presentation of any invoice to the City, the amount reflected thereon
shall be due and payable to the Firm only to the extent earned by the Firm in accordance
with the terms of this Agreement. All invoices for payment shall provide a summary
methodology for administrative markup and/or overhead charges.
3.4 Timing of Payment – City shall make payment to Firm for said invoices within thirty (30)
days following receipt and acceptance thereof. The parties agree that payment by City to
Firm is considered to be complete upon mailing of payment by City. Furthermore, the
parties agree that the payment is considered to be made and mailed on the date that the
payment is postmarked. If the City makes any payment by electronic means, the payment
is considered to be made on the date that the City requests and authorizes the payment
to be made.
3.5 Disputed Payment Procedures – In the event of a disputed or contested invoice by City,
only that portion so contested may be withheld from payment, and the undisputed portion
will be paid. City shall notify Firm of a disputed invoice, or portion of an invoice, in writing
by the twenty-first (21st) calendar day after the date the City receives the invoice. The
written notice shall include a detailed statement of the amount of the invoice which is
disputed and the City shall provide Firm an opportunity to cure the basis of the dispute. If
a dispute is resolved in favor of the Firm, City shall proceed to process said invoice, or the
disputed portion of the invoice, within the provisions of Article 3.4. If a dispute is resolved
in favor of the City, Firm shall submit to City a corrected invoice, reflecting any and all
City of Anna, Texas – Master Professional Services Agreement Page 5 of 25
Program and/or Project Management and/or Owner Representation
payment(s) of the undisputed amounts, documenting the credited amounts, and
identifying outstanding amounts on said invoice to aid City in processing payment for the
remaining balance. Such revised invoice shall have a new invoice number, clearly
referencing the previous submitted invoice. City agrees to exercise reasonableness in
contesting any invoice or portion thereof that has background materials supporting the
submitted charges.
3.6 Failure to Pay – Failure of the City to pay an invoice, for a reason other than upon written
notification as stated in the provisions of Article 3.5 to the shall grant the Firm the right, in
addition to any and all other rights provided, to, upon written notice to the City, suspend
performance under this Agreement, and such act or acts shall not be deemed a breach of
this Agreement. However, Firm shall not suspend performance under this Agreement
prior to the tenth (10th) calendar day after the Firm gives written notice of suspension to
the City, in accordance with Chapter 2251, Subchapter “D” of the Texas Government
Code. The City shall not be required to pay any invoice submitted by the Firm if the Firm
is in breach of any provision(s) of this Agreement.
3.7 Adjusted Compensation – If the Scope of Services or if the Firm’s Services are materially
changed due to no error on behalf of Firm in the performance of Services under this
Agreement, the amounts of the Firm’s compensation shall be equitably adjusted as
approved by City. Any additional amounts paid to the Firm as a result of any material
change to the Scope of the Services shall be authorized by written change order duly
executed by both parties before the services are performed.
3.8 Project Order Suspension – If the Firm’s work is suspended or abandoned in whole or
in part for more than three (3) months for reasons that are not wholly or partially the Firm’s
fault, Firm shall be entitled to compensation for any and all work completed to the
satisfaction of City in accordance with the provisions of this Agreement prior to suspension
or abandonment. In the event of such suspension or abandonment, Firm shall deliver to
City all finished or unfinished documents, data, studies, surveys, drawings, maps, models,
reports, photographs, and/or any other items prepared by Firm in connection with this
Agreement prior to Firm receiving final payment. If the work is resumed after being
suspended for more than three (3) months, the Firm’s compensation shall be equitably
adjusted as approved by the City. Any additional amounts paid to the Firm after the work
is resumed shall be agreed upon in writing by both parties before the services are
performed.
ARTICLE 4
OWNERSHIP OF DOCUMENTS
4.1 Documents Property of the City – The Firm’s work in connection with the Services is
the property of the City, and Firm may not use the documents, plans, data, studies,
surveys, drawings, maps, models, reports, photographs, and/or any materials for any
other purpose not relating to the Services without City’s prior written consent. City shall
be furnished with such reproductions of the plans, data, documents, maps, and any other
information as defined in the applicable Project Order. Upon completion of the work, or
any earlier termination of this Agreement under Article 3 and/or Article 7, Firm will revise
plans, data, documents, maps, and any other information as defined in the applicable
Project Order to reflect changes while performing the Services and promptly furnish the
same to the City in an acceptable electronic or other format. All such reproductions shall
be the property of the City who may use them without the Firm’s permission for any
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purpose relating to the Services, including, but not limited to, completion of the Services,
and/or additions, alterations, modifications, and/or revisions to the Services.
4.1.1 Work for Hire – The agreements and obligations set forth in this Article 4.1.1
are supported by the mutual considerations and covenants set forth in this
Agreement and also by consideration of the payment of $10.00 by the City to Firm,
and other good and valuable consideration, the payment and sufficiency of which
is hereby acknowledged.
4.1.1.1 The term “Work” as used in this Section 4.1.1 means the materials
created by Firm as part or in furtherance of the Services including without
limitation any and all documents, plans, data, studies, surveys, drawings,
maps, models, reports, photographs, assessments, memorandums,
appraisals and/or any other materials or copies thereof in any reproducible,
tangible, or electronic form or medium. The Work conceived, or originated
by Firm or others for the Firm, or on behalf of the Firm, or performed in
connection with the Services is and will be of original development by Firm
and are to be considered works made for hire as that term is defined in the
Copyright Act (17 U.S.C. §101) and shall be the sole and exclusive property
of the City, without any consideration paid to Firm beyond that set forth
under this Agreement. All rights of Firm with respect to all designs and
copyrights, trademarks, trade names, and other proprietary rights relating
to the Work are by this Agreement assigned to the City. Firm agrees to
promptly support and give all reasonable assistance to enable the City to
prepare, file and prosecute any United States or foreign application for all
types of design trademark or copyright registrations related to the Work that
the City deems appropriate, and Firm will execute all appropriate
documents and assignments for such. The City shall have the sole right to
determine the treatment of information received from Firm, including but
limited to the right to keep the same as a trade secret, to use, disclose, and
publish the same with or without prior copyright registration and to file,
license or share the same in its own name or the name of an affiliate or to
follow any other procedure that the City may deem appropriate.
4.1.1.2 To the extent that any material produced under this Agreement
may not be considered works made for hire, or to the extent that Article
4.1.1 or any portion thereof is declared invalid either in substance or
purpose, in whole or in part, Firm agrees to irrevocably transfer, grant,
convey, assign, and relinquish exclusively to the City all of Firm’s right, title,
and interest, including ownership of copyright and patent rights, to any
material developed by Firm under this Agreement, without the necessity of
further consideration. Firm shall have no right to disclose or use any of the
Work for any purpose whatsoever except as expressly set forth in this
Agreement. Further, the rights conveyed by this instrument include the right
and authority of the City, at its expense, to make timely application for the
renewal and extension of any copyright of the Work as allowed by the laws
now or later in force in the United States and in any other country. Firm
irrevocably constitutes and appoints the City “attorney in fact” to apply for
renewal within one year before the expiration of the initial copyright term,
and covenants to execute any further instruments that may be necessary
to perfect the City’s full enjoyment of the renewal right.
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4.1.1.3 No rights or licenses, expressed or implied, in any other work or
other information is granted to Firm by this agreement, and no license,
partnership, or assignment of any right, title, or interest is created, granted
or implied by the City under this Agreement.
4.1.1.4 Furthermore, Firm acknowledges and agrees that the Work—to
the extent permitted by applicable law—is confidential and proprietary trade
secret information of the City, and of substantial value to the City. Firm
agrees that it will not use the Work in any way, for its own account or the
account of any third party, except as expressly permitted by, or required to
achieve the purposes of, this Agreement. Firm also agrees not to disclose
to any third party any part of the Work except as is necessary to perform
the Services. Firm will take reasonable precautions at least as stringent as
it takes to protect its own most highly confidential and proprietary
information to protect the confidentiality of the Work. Firm’s breach of this
obligation will result in irreparable and continuing damage to the City for
which there will be no adequate remedy at law, entitling the City to
injunctive relief and a decree for specific performance, and such other relief
as may be proper (including monetary damages if appropriate).
4.1.1.5 Firm affirms that the Work is original, that all statements asserted
as facts are based on careful investigation and research for accuracy, that
the Work does not, in whole or part, infringe any copyright or violate any
right or privacy or other personal or property right whatsoever, that it has
not been published or used in total or in part and is not being submitted or
considered for publication or use in total or in part elsewhere, and that Firm
has full power and authority to enter into this Agreement and to make the
grants and transfers contained herein. Subject to any limitations stated in
Article 10 of this Agreement, Firm will indemnify, and hold harmless the
City, its officials, officers, agents, representatives and anyone directly or
indirectly employed by it against damages, losses, and expenses, including
attorney’s fees and related expenses, arising out of infringement of any
rights during or after completion of the Work, and will defend all claims in
connection with any alleged infringement of those rights utilizing legal
counsel approved by the City.
4.1.1.6 The obligations imposed by this Article 4.1.1 shall remain in effect
indefinitely and shall survive any termination or expiration of the
Agreement, whether by expiration of time, operation of law or otherwise.
4.2 Documents Subject to Laws Regarding Public Disclosure – Firm acknowledges that
City is a governmental entity and that all documents, plans, data, studies, surveys,
drawings, maps, models, reports, photographs, and/or any items prepared or furnished by
Firm (and Firm’s Personnel) under this Agreement are property of the City and upon
completion of the Services shall thereafter be subject to the Texas Public Information Act
(Texas Government Code, Chapter 552) the (“PIA”) and exceptions to the PIA and any
other applicable laws requiring public disclosure of the information contained in said items.
ARTICLE 5
FIRM’S INSURANCE REQUIREMENTS
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5.1 Required General Liability Insurance – Consistent with the terms and provisions of
Exhibit F, City of Anna Contractor Insurance Requirements, Firm shall maintain, at no
expense to City, a general liability (errors and omissions) insurance policy with a company
that maintains a minimum rating of “A” by A.M. Best’s Key Rating Guide, or other
equivalent rating service(s), authorized to transact business in the State of Texas, in an
amount not less than One Million and 00/100 Dollars ($1,000,000.00) for each occurrence,
and Two Million and 00/100 Dollars ($2,000,000.00) in the aggregate. Such policy shall
name the City, its past, present and future officials, officers, agents, representatives, and
employees as additional insureds as to all applicable coverage. Such policy shall provide
for a waiver of subrogation against the City for injuries, including death, property damage,
or any other loss to the extent that same is covered by the proceeds of the insurance.
Such policy shall require the provision of written notice to City at least thirty (30) days prior
to cancellation or non-renewal of any policies. In the event that there is a material
modification to such policy, Firm shall provide written notice of such modification to City at
least thirty (30) days prior to such material modification. Firm shall furnish City with
certificates evidencing such coverage prior to commencing work on the Services.
5.2 Required Professional Liability Insurance – Consistent with the terms and provisions
of Exhibit F, City of Anna Contractor Insurance Requirements, Firm shall maintain, at no
expense to City, a professional liability (errors and omissions) insurance policy with a
company that maintains a minimum rating of “A” by A.M. Best’s Key Rating Guide, or other
equivalent rating service(s), authorized to transact business in the State of Texas, in an
amount not less than One Million and 00/100 Dollars ($1,000,000.00) for each occurrence,
and Two Million and 00/100 Dollars ($2,000,000.00) in the aggregate. Such policy shall
name the City, its past, present and future officials, officers, agents, representatives, and
employees as additional insureds as to all applicable coverage. Such policy shall provide
for a waiver of subrogation against the City for injuries, including death, property damage,
or any other loss to the extent that same is covered by the proceeds of the insurance.
Such policy shall require the provision of written notice to City at least thirty (30) days prior
to cancellation or non-renewal of any policies. In the event that there is a material
modification to such policy, Firm shall provide written notice of such modification to City at
least thirty (30) days prior to such material modification. Firm shall furnish City with
certificates evidencing such coverage prior to commencing work on the Services.
5.3 Required Workers Compensation Insurance – Consistent with the terms and provisions
of Exhibit F, City of Anna Contractor Insurance Requirements, Firm shall maintain, at no
expense to City, all Statutory Workers Compensation Insurance as required by the laws
of the State of Texas. Such insurance policy shall be with a company that maintains a
minimum rating of “A” by A.M. Best’s Key Rating Guide, or other equivalent service(s),
and authorized to transact business in the State of Texas. Such policy shall provide for a
waiver of subrogation against the City for injuries, including death, property damage, or
any other loss to the extent that same is covered by the proceeds of the insurance. Such
policy shall require the provision of written notice to City at least thirty (30) days prior to
cancellation, non-renewal, or material modification of any policies. Firm shall furnish City
with certificates evidencing such coverage prior to commencing work on the Services.
5.4 Required Umbrella Coverage or Excess Liability Coverage – Firm shall maintain, at
no expense to the City, an umbrella coverage or excess liability coverage insurance policy
with a company that maintains a minimum rating of “A” by A.M. Best’s Key Rating Guide,
or other equivalent rating service(s), authorized to transact business in the State of Texas,
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in an amount of Two Million and 00/100 Dollars ($2,000,000.00). Consistent with the terms
and provisions of Exhibit F, such policy shall name the City, its past, present and future
officials, officers, agents, representatives, and employees as additional insureds as to all
applicable coverage. Such policy shall provide for a waiver of subrogation against the City
for injuries, including death, property damage, or any other loss to the extent that the same
is covered by the proceeds of the insurance. Such policy shall require the provision of
written notice to the City at least thirty (30) days prior to cancellation, non-renewal, or
material modification of any policies, evidenced by return receipt or United States Certified
Mail. Firm shall furnish City with certificates evidencing such coverage prior to
commencing work on the Services.
ARTICLE 6
FIRM’S ACCOUNTING RECORDS
Records of Direct Expenses and expenses pertaining to work performed in conjunction with the
Services shall be kept on the basis of generally accepted accounting principles. Invoices will be
sent to the City as indicated in Article 3. Copies of employee time sheets, receipts for direct
expense items and other records of expenses will be included in the monthly invoices.
ARTICLE 7
AUDITS AND RECORDS /
COMPLIANCE WITH FEDERAL, STATE, LOCAL LAWS AND CITY CHARTER
The Firm agrees that at any time during normal business hours and as often as the City may
deem necessary, Firm shall make available to representatives of the City for examination all of its
records with respect to all matters covered by this Agreement, and will permit such
representatives of the City to audit, examine, copy and make excerpts or transcripts from such
records, and to make audits of all contracts, invoices, materials, payrolls, records of personnel,
conditions of employment and other data relating to all matters covered by this Agreement, and
for a period of four (4) years from the date of final settlement of this Agreement or for such other
or longer period, if any, as may be required by applicable statute or other lawful requirement.
The Firm agrees that it is aware of the Compliance with Federal, State, Local Laws and City
Charter requirements as set forth in Exhibit G, and is in compliance therewith. Firm agrees that
it is further aware of the vendor disclosure requirements set forth in Chapter 176, Local
Government Code, as amended, and will abide by the same. In this connection, a lawful
representative of Firm shall execute the Conflict of Interest Questionnaire, Form CIQ, attached
hereto as Exhibit H and incorporated herein for all purposes.
ARTICLE 8
TERMINATION OF AGREEMENT / REMEDIES
City may, upon thirty (30) days written notice to Firm, terminate this Agreement or any individual
Project Order, for any reason or no reason at all, before the termination date hereof, and without
prejudice to any other remedy it may have. If City terminates this Agreement or a Project Order
due to a default of and/or breach by Firm and the expense of finishing the Services exceeds the
Firm’s Fee at the time of termination, Firm waives its right to any portion of Firm’s Fee as set forth
in Article 3 herein and agrees to pay any costs over and above the fee which the City is required
to pay in order to finish the Services. On any default and/or breach by Firm, City may elect not to
terminate the Agreement or a Project Order, and in such event it may make good the deficiency
in which the default consists, and deduct the costs from the Firm’s Fee that would otherwise be
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due to Firm as set forth in Article 3 herein. If City terminates this Agreement and Firm is not in
default of the Agreement or a Project Order, Firm shall be entitled to compensation for any and
all work completed to the satisfaction of the City in accordance with the provisions of this
Agreement prior to termination.
In the event of any termination, Firm shall deliver to City all finished and/or unfinished documents,
data, studies, surveys, drawings, maps, models, reports, photographs and/or any items prepared
by Firm in connection with this Agreement prior to Firm receiving final payment.
The rights and remedies provided by this Agreement are cumulative, and the use of any one right
or remedy by either party shall not preclude or waive its rights to use any or all other remedies.
These rights and remedies are given in addition to any other rights the parties may have by law,
statute, ordinance, or otherwise.
ARTICLE 9
DISPUTE RESOLUTION / MEDIATION
In addition to all remedies at law, the parties may resolve/mediate any controversy, claim or
dispute arising out of or relating to the interpretation or performance of this Agreement, or breach
thereof, by voluntary, nonbinding mediation to be conducted by a mutually acceptable mediator.
ARTICLE 10
INDEMNITY
FIRM SHALL RELEASE, DEFEND, INDEMNIFY AND HOLD HARMLESS CITY AND ITS PAST, PRESENT AND
FUTURE OFFICIALS, OFFICERS, AGENTS, REPRESENTATIVES AND EMPLOYEES (COLLECTIVELY,
“INDEMNIFIED PARTIES”) FROM AND AGAINST ALL DAMAGES, INJURIES (INCLUDING DEATH), CLAIMS,
PROPERTY DAMAGES (INCLUDING LOSS OF USE), LOSSES, DEMANDS, SUITS, JUDGMENTS AND COSTS,
INCLUDING REASONABLE ATTORNEY’S FEES AND EXPENSES (INCLUDING ATTORNEYS’ FEES AND
EXPENSES INCURRED IN ENFORCING THIS INDEMNITY), CAUSED BY THE NEGLIGENT, GROSSLY
NEGLIGENT, AND/OR INTENTIONAL ACT AND/OR OMISSION OF FIRM, ITS OFFICERS, AGENTS,
REPRESENTATIVES, EMPLOYEES, SUBCONTRACTORS, LICENSEES, INVITEES OR ANY OTHER THIRD
PARTIES FROM WHOM FIRM IS LEGALLY RESPONSIBLE, IN ITS/THEIR PERFORMANCE OF THIS
AGREEMENT AND/OR ARISING OUT OF GOODS AND/OR SERVICES PROVIDED BY FIRM PURSUANT TO
THIS AGREEMENT, REGARDLESS OF THE JOINT OR CONCURRENT NEGLIGENCE OF THE CITY
(COLLECTIVELY, “CLAIMS”). THIS INDEMNIFICATION PROVISION AND THE USE OF THE TERM “CLAIMS”
IS ALSO SPECIFICALLY INTENDED TO APPLY TO, BUT NOT LIMITED TO, ANY AND ALL CLAIMS, WHETHER
CIVIL OR CRIMINAL, BROUGHT AGAINST CITY BY ANY GOVERNMENT AUTHORITY OR AGENCY RELATED
TO ANY PERSON PROVIDING SERVICES UNDER THIS AGREEMENT THAT ARE BASED ON ANY FEDERAL
IMMIGRATION LAW AND ANY AND ALL CLAIMS, DEMANDS, DAMAGES, ACTIONS AND CAUSES OF ACTION
OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, EXISTING OR CLAIMED TO EXIST, RELATING TO
OR ARISING OUT OF ANY EMPLOYMENT RELATIONSHIP BETWEEN FIRM AND ITS EMPLOYEES OR
SUBCONTRACTORS AS A RESULT OF THAT SUBCONTRACTOR’S OR EMPLOYEE’S EMPLOYMENT AND/OR
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SEPARATION FROM EMPLOYMENT WITH THE FIRM, INCLUDING BUT NOT LIMITED TO ANY
DISCRIMINATION CLAIM BASED ON SEX, SEXUAL ORIENTATION OR PREFERENCE, RACE, RELIGION,
COLOR, NATIONAL ORIGIN, AGE OR DISABILITY UNDER FEDERAL, STATE OR LOCAL LAW, RULE OR
REGULATION, AND/OR ANY CLAIM FOR WRONGFUL TERMINATION, BACK PAY, FUTURE WAGE LOSS,
OVERTIME PAY, EMPLOYEE BENEFITS, INJURY SUBJECT TO RELIEF UNDER THE WORKERS’
COMPENSATION ACT OR WOULD BE SUBJECT TO RELIEF UNDER ANY POLICY FOR WORKERS
COMPENSATION INSURANCE, AND ANY OTHER CLAIM, WHETHER IN TORT, CONTRACT OR OTHERWISE.
FIRM IS EXPRESSLY REQUIRED TO DEFEND CITY AGAINST ALL SUCH CLAIMS; PROVIDED, HOWEVER, IF
A COURT OF COMPETENT JURISDICTION DETERMINES THAT THE CITY (WITHOUT WAIVING ANY
GOVERNMENTAL IMMUNITY) HAS JOINT, CONCURRENT OR SOLE NEGLIGENCE FOR THE CLAIMS, IN
ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS (“JUDGMENT”), THEN FIRM IS NOT REQUIRED
TO INDEMNIFY OR DEFEND THE CITY TO THE EXTENT OF THE NEGLIGENCE APPORTIONED TO THE CITY.
IN THE EVENT THE JUDGMENT PROVIDES THAT CITY IS JOINTLY, CONCURRENTLY OR SOLELY
NEGLIGENT FOR THE CLAIMS REFERRED TO THEREIN, CITY AGREES TO REIMBURSE FIRM FOR ALL
REASONABLE AND NECESSARY COSTS INCURRED AND PAID BY FIRM THAT ARE ATTRIBUTABLE TO
CITY’S PERCENTAGE OF JOINT, CONCURRENT OR SOLE NEGLIGENCE, AS SET FORTH IN THE JUDGMENT,
INCLUDING REASONABLE AND NECESSARY ATTORNEY’S FEES AND EXPENSES, WITHIN SIXTY (60) DAYS
OF THE DATE THE JUDGMENT BECOMES FINAL AND NON-APPEALABLE. NOTWITHSTANDING THE
FOREGOING, IF THIS AGREEMENT IS A CONTRACT FOR ENGINEERING OR ARCHITECTURAL SERVICES,
THEN FIRM’S INDEMNITY AND DEFENSE OBLIGATIONS UNDER THIS ARTICLE 10 ARE LIMITED BY, AND
TO BE READ AS COMPLYING WITH, SECTION 271.904 OF THE TEXAS LOCAL GOVERNMENT CODE, SUCH
THAT THE FIRM SHALL: (1) DEFEND, INDEMNIFY, AND HOLD HARMLESS THE INDEMNIFIED PARTIES
AGAINST LIABILITY FOR DAMAGE TO THE EXTENT THAT THE DAMAGE IS CAUSED BY OR RESULTS FROM
AN ACT OF NEGLIGENCE, INTENTIONAL TORT, INTELLECTUAL PROPERTY INFRINGEMENT, OR FAILURE
TO PAY A SUBCONTRACTOR OR SUPPLIER COMMITTED BY THE FIRM OR THE FIRM’S AGENT,
CONSULTANT UNDER CONTRACT, OR ANOTHER ENTITY OVER WHICH THE FIRM EXERCISES CONTROL;
AND (2) REIMBURSE THE CITY’S REASONABLE ATTORNEY'S FEES IN PROPORTION TO THE FIRM’S
LIABILITY.
IN ITS SOLE DISCRETION, CITY SHALL HAVE THE RIGHT TO APPROVE OR SELECT DEFENSE COUNSEL TO
BE RETAINED BY FIRM IN FULFILLING ITS OBLIGATION HEREUNDER TO DEFEND AND INDEMNIFY CITY,
UNLESS SUCH RIGHT IS EXPRESSLY WAIVED BY CITY IN WRITING. CITY RESERVES THE RIGHT TO
PROVIDE A PORTION OR ALL OF ITS OWN DEFENSE; HOWEVER, CITY IS UNDER NO OBLIGATION TO DO
SO. ANY SUCH ACTION BY CITY IS NOT TO BE CONSTRUED AS A WAIVER OF FIRM’S OBLIGATION TO
DEFEND CITY OR AS A WAIVER OF FIRM’S OBLIGATION TO INDEMNIFY CITY PURSUANT TO THIS
AGREEMENT. FIRM SHALL RETAIN CITY-APPROVED DEFENSE COUNSEL WITHIN SEVEN (7) BUSINESS
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DAYS OF CITY’S WRITTEN NOTICE THAT CITY IS INVOKING ITS RIGHT TO INDEMNIFICATION UNDER THIS
AGREEMENT. IF FIRM FAILS TO RETAIN COUNSEL WITHIN SUCH TIME PERIOD, CITY SHALL HAVE THE
RIGHT TO RETAIN DEFENSE COUNSEL ON ITS OWN BEHALF, AND FIRM SHALL BE LIABLE FOR ALL COSTS
INCURRED BY CITY. THE RIGHTS AND OBLIGATIONS CREATED BY THIS ARTICLE SHALL SURVIVE
TERMINATION OF THIS AGREEMENT.
ARTICLE 11
NOTICES
Firm agrees that all notices or communications to City permitted or required under this Agreement
shall be delivered to City at the following addresses:
Ryan HendersonCity Manager
City of Anna
P.O. Box 776
Anna, TX 75409-0776
City agrees that all notices or communication to Firm permitted or required under this Agreement
shall be delivered to Firm at the following addresses:
Project Advocates, LLC
ATTN: Phil Miller
3833 Ridgetop Lane
Plano, TX 75074
Any notice provided in writing under the terms of this Agreement by either party to the other shall
be in writing and may be effected by registered or certified mail, return receipt requested.
All notices or communication required to be given in writing by one party or the other shall be
considered as having been given to the addressee on the date such notice or communication is
postmarked and deposited in the U.S. mail with proper postage by the sending party. Each party
may change the address to which notice may be sent to that party by giving notice of such change
to the other party in accordance with the provisions of this Agreement.
ARTICLE 12
MISCELLANEOUS
12.1 Complete Agreement – This Agreement, including the exhibits hereto labeled “A” through
“H,” all of which are incorporated herein for all purposes, constitute the entire Agreement
by and between the parties regarding the subject matter hereof and supersedes all prior
and/or contemporaneous written and/or oral understandings. This Agreement may not be
amended, supplemented, and/or modified except by written agreement duly executed by
both parties. The following exhibits are attached below and made a part of this Agreement:
12.1.1 Exhibit A, Professional Services Project Order Form
12.1.5 Exhibit E, City of Anna Guidelines for Direct Expenses; General and
Administrative Markup; Travel and Subsistence Expenses.
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12.1.6 Exhibit F, City of Anna Contractor Insurance Requirements.
12.1.7 Exhibit G, City of Anna Compliance with Federal, State, Local Laws and City
Charter
12.1.8 Exhibit H, Conflict of Interest Questionnaire, Form CIQ.
To the extent that Exhibit A, , Exhibit E, Exhibit F, Exhibit G or Exhibit H are in conflict
with provisions of this Agreement or each other, the provisions of this Agreement, then the
provisions of Exhibit A, , Exhibit E, Exhibit F, Exhibit G, Exhibit H or shall prevail in
that order.
12.4 Severability – In the event of a term, condition, or provision of this Agreement is
determined to be invalid, illegal, void, unenforceable, or unlawful by a court of competent
jurisdiction, then that term, condition, or provision, shall be deleted and the remainder of
this Agreement shall remain in full force and effect as if such invalid, illegal, void,
unenforceable or unlawful provision had never been contained herein.
12.5 Governing Law/Venue – This Agreement shall be governed by and construed in
accordance with the laws of the State of Texas, without regard to conflict of law principles.
The exclusive venue for any action arising out of this Agreement shall be a court of
appropriate jurisdiction in Collin County, Texas.
12.6 Execution / Consideration – This Agreement is executed by the parties hereto without
coercion or duress for any substantial consideration, the sufficiency of which is forever
confessed.
12.7 Authority – The individuals executing this Agreement on behalf of the respective parties
below represent to each other that all appropriate and necessary action has been taken
to authorize the individual who is executing this Agreement to do so for and on behalf of
the party for which his or her signature appears, that there are no other parties or entities
required to execute this Agreement in order for the same to be an authorized and binding
agreement on the other party for whom the individual is signing this Agreement and that
each individual affixing his or her signature hereto is authorized to do so, and such
authorization is valid and effective on the date hereof.
12.8 Waiver – Waiver by either party of any breach of this Agreement, or the failure of either
party to enforce any of the provisions of this Agreement, at any time, shall not in any way
affect, limit, or waive such party’s right thereafter to enforce and compel strict compliance.
12.9 Headings – The headings of the various sections of this Agreement are included solely
for convenience of reference and are not to be full or accurate descriptions of the content
thereof.
12.10 Multiple Counterparts – This Agreement may be executed in a number of identical
counterparts, each of which shall be deemed an original for all purposes. An electronic
mail and/or facsimile signature will also be deemed to constitute an original if properly
executed and delivered to the other party.
12.11 Immunity – The parties acknowledge and agree that, in executing and performing this
Agreement, City has not waived, nor shall be deemed to have waived, any defense or
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immunity, including governmental, sovereign and official immunity, that would otherwise
be available to it against claims arising in the exercise of governmental powers and
functions. By entering into this Agreement, the parties do not create any obligations,
express or implied, other than those set forth herein.
12.12 Attorney’s Fees – If either party files any action or brings any proceeding against the
other arising from this Agreement, then as between City and Firm, the prevailing party
shall be entitled to recover as an element of its costs of suit, and not as damages,
reasonable and necessary attorney’s fees and litigation expenses both at trial and on
appeal, subject to the limitations set forth in TEX. LOC. GOV’T CODE § 271.153, as it exists
or may be amended, if applicable.
12.13 Additional Representations – Each signatory represents this Agreement has been read
by the party for which this Agreement is executed and that such party has had the
opportunity to confer with its counsel.
12.14 Independent Contractor – In performing this Agreement, Firm and Firm’s Personnel shall
act as an independent contractor with respect to City. In no event shall this Agreement
be construed as establishing a partnership, joint venture or similar relationship between
the parties and nothing herein shall authorize either party to act as agent for the other.
Firm shall be liable for its own debts, obligations, acts and omissions, including the
payment of all required withholding, social security and other taxes and benefits with
respect to all of Firm’s officers, directors, partners, employees and representatives, who
shall not be considered City employees and shall not be eligible for any employee benefit
plan offered by City. At no time shall the City have any control or direction, direct or
indirect, over the Firm’s means, methods, sequences, techniques, procedures,
supervision, subcontractors or other undertakings utilized to perform the Services.
12.15 Miscellaneous Drafting Provisions – This Agreement shall be deemed drafted equally
by all parties hereto. The language of all parts of this Agreement shall be construed as a
whole according to its fair meaning, and any presumption or principle that the language
herein is to be construed against any party shall not apply.
12.16 No Third Party Beneficiaries – Nothing in this Agreement shall be construed to create
any right in any third party not a signatory to this Agreement, and the parties do not intend
to create any third party beneficiaries by entering into this Agreement.
12.17 Duty to Facilitate Compliance with Public Information Act
(a) The obligations in this section apply if this Agreement (1) has a stated expenditure
of at least $1 million in public funds for the purchase of goods or services by City;
or (2) results in the expenditure of at least $1 million in public funds for the
purchase of goods or services by City in a fiscal year of the Anna City Council.
(b) If this Agreement is described in subsection (a) above, Firm shall comply with the
following obligations, which are set forth in Subchapter J, Chapter 552, Texas
Government Code:
(1) preserve all contracting information related to this Agreement as provided
by the records retention requirements applicable to Anna for the duration
of this Agreement;
City of Anna, Texas – Master Professional Services Agreement Page 15 of 25
Program and/or Project Management and/or Owner Representation
(2) promptly provide to Anna any contracting information related to this
Agreement that is in the custody or possession of Firm on request of Anna;
and
(3) on completion of this Agreement, either: (1) provide at no cost to City all
contracting information related to the contract that is in the custody or
possession of Firm; or (2) preserve the contracting information related to
this Agreement as provided by the records retention requirements
applicable to City.
(c) As used in this provision, the term “contracting information” shall have the same
meaning as that term is defined in Section 552.003, Texas Government Code, as
amended.
(d) The requirements of Subchapter J, Chapter 552, Texas Government Code, may
apply to this Agreement and the Firm agrees that this Agreement can be
terminated if the Firm knowingly or intentionally fails to comply with a requirement
of that subchapter.
IN WITNESS WHEREOF, the parties have executed this Agreement and caused this Agreement
to be effective on the latest day as reflected by the signatures below.
Effective Date: ________________________________
CITY:
City of Anna, Texas
By:________________________
Ryan Henderson, City Manager
Date: ____________________
FIRM: Project Advocates, LLC
By:
Phil Miller, Principal
Date: 12/10/2024
STATE OF TEXAS §
§
COUNTY OF COLLIN §
City of Anna, Texas – Master Professional Services Agreement Page 16 of 25
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BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on
this day personally appeared Ryan Henderson, known to me to be the person whose name is
subscribed to the foregoing instrument and acknowledged to me that he executed the same for
the purpose and consideration expressed, and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this ___ day of ___________,
20____.
__________________________________
Notary Public In and For the State of Texas
My commission expires: _______________
STATE OF __________________ §
§
COUNTY OF ________________ §
BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on
this day personally appeared__________________________, known to me to be the person
whose name is subscribed to the foregoing instrument and acknowledged to me that he/she
executed the same for the purpose and consideration expressed, and in the capacity therein
stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this ___ day of ____________,
20___.
__________________________________
Notary Public In and For the State of ________
My commission expires: _______________
City of Anna, Texas – Master Professional Services Agreement Page 17 of 25
Program and/or Project Management and/or Owner Representation
EXHIBITS to MASTER AGREEMENT FOR PROFESSIONAL SERVICES
EXHIBIT A
PROFESSIONAL SERVICES PROJECT ORDER FORM:
Individual “Professional Services Project Orders” will be issued for each project.
Sample PSPO is included in the City’s RFQ.
EXHIBIT E
CITY OF ANNA GUIDELINES FOR DIRECT EXPENSES; GENERAL AND ADMINISTRATIVE
MARKUP; TRAVEL AND SUBSISTENCE EXPENSES
______________________________________________________________________
City of Anna, Texas – Master Professional Services Agreement Page 18 of 25
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I. FIRM’S RESPONSIBILITY. The Firm shall be solely responsible for the auditing of all direct expense,
approved markup (general and/or administrative), and approved travel and/or subsistence charges,
including those to be included under a sub-contract, prior to the City for reimbursement, and Firm shall
be responsible for the accuracy thereof. Any overpayment by the City for errors in submittals for
reimbursement may be deducted from the Firm’s subsequent payment(s) for services; however, this
shall not be the City’s sole and exclusive remedy for said overpayment.
II. GUIDELINES FOR DIRECT EXPENSES.
A. Local Transportation – Transportation in connection with the Services, when such transportation
is not a function of routine performance of the duties of the Firm in connection with the Services,
and when such transportation exceeds beyond fifty (50) miles from the Services site, shall be
reimbursed at a standard mileage rate consistent with that as issued, and periodically revised, by
the United States Internal Revenue Service (IRS). Under no circumstances shall City reimburse
Firm at a higher standard mileage rate or pay additional markup on charges for local transportation.
Completion of City’s Standard Mileage Log is required for submittal of these charges for
reimbursement, including justification for each submitted expense.
Under no circumstances are charges associated with rental cars for local transportation eligible for
reimbursement by City. Toll road subscriptions or toll plaza receipts are not reimbursable. Firm
agrees to place these standards in all subcontracts for work on the Services.
B. Supplies, Material, Equipment – City shall reimburse the actual cost of other similar direct
Services-related expenses, which are duly presented in advance and approved by City’s Project
Manager in writing.
C. Commercial Reproduction – City shall reimburse the actual cost of reproductions, specifically
limited to progress prints prepared for presentation to City at each phase of progress, and final
Construction Documents prepared for distribution at bidding phase, provided that the Firm has duly
obtained at least three (3) quotations from commercial firms and has chosen the best value for the
City. Firm shall provide such documentation to City for review prior to submitting these expenses
for reimbursement. Firm agrees to place these standards in all subcontracts for work on the
Services.
D. In-House Reproduction - Firm shall make arrangements with the City for prior approval of in-
house reproduction rates prior to submitting these expenses for reimbursement. City shall provide
Firm with a standard format for documenting these charges. Completion of the City’s reproduction
log is required as a prerequisite for payment, including the number or reproductions, the date, time,
description, the approved standard rate, and a justification for each submitted expense for
reimbursement. Firm agrees to place these standards in all subcontracts for work on the Services.
E. Commercial Plotting – City shall reimburse the actual cost of plots, specifically limited to final
documents, provided the Firm has duly obtained at least three (3) quotations from commercial firms
and has chosen the best value for the City. Firm shall provide such documentation to City for
review prior to submitting these expenses for reimbursement. Firm agrees to place these standards
in all subcontracts for work on the Services.
F. In-House Plotting – Firm shall make arrangements with City for prior written approval of in-house
plotting rates prior to submitting these charges for reimbursement. City shall provide Firm with a
standard format for documenting these charges. Completion of the City’s reproduction log is
required as a prerequisite for payment, including the number of plots, the date, time, description,
the approved standard rate, and a justification for each submitted charge for reimbursement.
City of Anna, Texas – Master Professional Services Agreement Page 19 of 25
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G. Communications – Reimbursement for expenses relating to electronic communications shall be
limited to long-distance telephone or fax toll charges specifically required in the discharge of
professional responsibilities related to the Services. Telephone service charges including office or
cellular phones, WATTS, or Metro line services or similar charges are not reimbursable.
H. Postage, Mail, and Delivery Service – City shall reimburse the actual cost of postage and delivery
of Instruments of Service, provided the Firm duly considers all circumstances (including available
time for assured delivery) of the required delivery and selects the best value for the City, which may
require comparison of delivery costs offered by three (3) or more sources or methods of delivery,
which at a minimum shall include U.S. Mail. Courier service is acceptable only in circumstances
requiring deadline-sensitive deliveries and not for the convenience of the Firm and/or the Firm’s
employees. Firm agrees to place these standards in all subcontracts for work on the Services.
I. Meals and Other Related Charges – Meals or any other related expenses are not reimbursable
unless incurred outside a fifty (50) mile radius of the Service site, and then only reimbursable for
the actual cost subject to compliance with the City’s currently adopted policy. Non -allowable costs
include, but are not limited to, charges for entertainment, alcoholic beverages, and gratuities.
III. GUIDELINES FOR GENERAL AND ADMINISTRATIVE MARKUP.
1. Requirement of Prior Approval – Firm may be allowed to charge a General and/or Administrative
Markup on work completed if Firm can clearly define to City specifically what costs are included in
the markup calculation. To apply General and/or Administrative Markup, Firm must also document
to City what costs would be considered direct costs. City shall issue approval in writing to allow
Firm to charge General and/or Administrative Markup. City reserves the right to reject any and all
requests for General and/or Administrative Markup.
IV. GUIDELINES FOR TRAVEL AND SUBSISTENCE EXPENSES.
1. Requirement of Prior Approval – City shall reimburse the actual cost of travel and/or subsistence
expenses upon prior written approval by the City’s Project Manager.
2. Adherence to Currently Adopted City Travel Policy – Reimbursements shall be governed by
the same travel policies provided for City employees according to current adopted policy. Prior to
the event, Firm shall request, and the City’s Project Manager shall provide the provisions and the
restrictions that apply to out-of-town reimbursements.
END OF SECTION
EXHIBIT F
CITY OF ANNA CONTRACTOR INSURANCE GUIDELINES
____________________________________________________________________________
City of Anna, Texas – Master Professional Services Agreement Page 20 of 25
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I. Requirement of Insurance –
A. All required insurance policies shall name the City, its past, present, and future officials,
officers, agents, representatives, and employees as additional insured as to all applicable
coverage with the exception of workers compensation insurance and professional liability
insurance.
B. Such policies shall require the provision of written notice to City at least thirty (30) days
prior to cancellation, non-renewal, or material modification of any policies
C. Such policies shall provide for a waiver of subrogation against the City for injuries,
including death, property damage, or any other loss to the extent the same is covered by
the proceeds of the insurance.
II. Insurance Company Qualification – All insurance companies providing the required
insurance shall be authorized to transact business in the State of Texas, and shall have a
minimum rating of “A” by A.M. Best’s Key Rating Guide, or other equivalent rating service(s).
III. Certificate of Insurance – A Certificate of Insurance and applicable endorsements
evidencing the required insurance shall be submitted with the contractor’s bid or response to
proposal. If the contract is renewed or extended by the City a Certificate of Insurance and
applicable endorsements shall also be provided to the City prior to the date the contract is
renewed or extended.
Insurance Checklist – “X” means that the following coverage is required for this Agreement.
Copies of all endorsements for each policy required.
Coverage Required Limits
_X_ 1. Worker’s Compensation &
Employer’s Liability
▪ Statutory Limits of the State of Texas
_X_ 2. General Liability ▪ Minimum $ 1,000,000.00 each occurrence;
___
3. XCU Coverage ▪ Minimum $ 1,000,000.00 per occurrence;
▪ Minimum $ 2,000,000.00 aggregate.
_X_
4. Professional Liability ▪ Minimum $ 1,000,000.00 each occurrence;
▪ Minimum $ 2,000,000.00 in the aggregate.
_X_
5. Umbrella Coverage or
Excess Liability Coverage
▪ An amount of $ 2,000,000.00.
_X_ 6. City and its past, present, and future officials, officers, agents, representatives, and
employees named as additional insured on General Liability Policy and Umbrella
or Excess Liability Coverage. This coverage is primary to all other coverage the
City may possess.
City of Anna, Texas – Master Professional Services Agreement Page 21 of 25
Program and/or Project Management and/or Owner Representation
_X_
7. General Liability Insurance provides for a Waiver of Subrogation against the City
for injuries, including death, property damage, or any other loss to the extent that
same is covered by the proceeds of the insurance. All insurance policies that are
required to name the City as an additional insured must be endorsed to read as
primary and non-contributory coverage regardless of the application of other
insurance.
_X_ 8. Thirty (30) days notice of cancellation, non-renewal, or material change required.
_X_ 9. Insurance company has a minimum rating of “A” by A.M. Best’s Key Rating Guide,
or other equivalent rating service(s).
_X_ 10. Each Policy and Certificate of Insurance must state the project title and Professional
Service Project Order number.
___ 11. Other Insurance Requirements (State Below):
END OF SECTION
EXHIBIT G
COMPLIANCE WITH FEDERAL, STATE, LOCAL LAWS and CITY CHARTER
____________________________________________________________________________
City of Anna, Texas – Master Professional Services Agreement Page 22 of 25
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By submitting a response to the solicitation and entering into a contract with the City, the Firm
hereby verifies and certifies that he/she/it is in compliance with all applicable federal, state and
local laws, and the City Charter. The Firm also certifies the following:
CERTIFICATION OF ELIGIBILITY
The bidder/proposer certifies that at the time of submission, he/she/it is not on the Federal
Government’s list of suspended, ineligible, or debarred contractors.
In the event of placement on the list between the time of bid/proposal submission and time
of award, the bidder/proposer will notify the City of Anna Purchasing Agent. Failure to do
may result in terminating this contract for default.
DISCLOSURE OF INTERESTED PARTIES (Form 1295)
By submitting a bid or proposal in response to this solicitation, the bidder/proposer agrees to
comply with Texas Government Code Section 2252.908. Bidder/proposer agrees to provide
the City of Anna Finance Department, and/or requesting department, the “Certificate of
Interested Parties,” FORM 1295 as required, with in ten (10) business days from notification
of award, renewal, amended or extended contract.
Visit https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm for more information.
CERTIFICATION OF COMPLIANCE WITH IMMIGRATION LAWS
The bidder/proposer certifies that he/she/it is in compliance with all provisions of Immigration
and Nationality Act (“INA”) and Immigration Reform and Control Act of 1986 (“IRCA”) in
regards to his/her/its employees/laborers and that employment eligibility has been verified
by the bidder/proposer for all persons who will provide services to City.
COMPLIANCE INDEMNIFICATION: IN CONSIDERATION FOR THE AGREEMENT BETWEEN
CONTRACTOR AND THE CITY OF ANNA, VENDER AGREES TO RELEASE, DEFEND, INDEMNIFY AND
HOLD HARMLESS THE CITY OF ANNA AND ITS PAST, PRESENT, AND FUTURE OFFICIALS,
OFFICERS, COUNCIL MEMBERS, REPRESENTATIVES, AGENTS AND EMPLOYEES (“INDEMNIFIED
PARTIES”) FROM ANY AND ALL CLAIMS, WHETHER CIVIL OR CRIMINAL, BROUGHT AGAINST THE
CITY OF ANNA BY ANY GOVERNMENT AUTHORITY OR AGENCY RELATED TO ANY PERSON OR
ENTITY PROVIDING SERVICES BY, THROUGH OR UNDER VENDOR’S AGREEMENT WITH THE CITY OF
ANNA THAT ARE BASED ON ANY FEDERAL IMMIGRATION LAW, INCLUDING BUT NOT LIMITED TO
INA AND IRCA. NOTWITHSTANDING THE FOREGOING, IF THE AGREEMENT IS A CONTRACT FOR
ENGINEERING OR ARCHITECTURAL SERVICES, THEN VENDOR’S INDEMNITY AND DEFENSE
OBLIGATIONS UNDER ARE LIMITED BY, AND TO BE READ AS COMPLYING WITH, SECTION 271.904
OF THE TEXAS LOCAL GOVERNMENT CODE, SUCH THAT THE VENDOR SHALL: (1) DEFEND,
INDEMNIFY, AND HOLD HARMLESS THE INDEMNIFIED PARTIES AGAINST LIABILITY FOR DAMAGE TO
THE EXTENT THAT THE DAMAGE IS CAUSED BY OR RESULTS FROM AN ACT OF NEGLIGENCE,
INTENTIONAL TORT, INTELLECTUAL PROPERTY INFRINGEMENT, OR FAILURE TO PAY A
SUBCONTRACTOR OR SUPPLIER COMMITTED BY THE VENDOR OR THE VENDOR’S AGENT,
CONSULTANT UNDER CONTRACT, OR ANOTHER ENTITY OVER WHICH THE VENDOR EXERCISES
CONTROL; AND (2) REIMBURSE THE CITY’S REASONABLE ATTORNEY'S FEES IN PROPORTION TO
THE VENDOR’S LIABILITY.
NO PROHIBITED INTEREST
I, the undersigned, declare and affirm that no person or officer of the submitting firm or its
partners are either employed by the City of Anna or is an elected official of the City of Anna
EXHIBIT G
COMPLIANCE WITH FEDERAL, STATE, LOCAL LAWS and CITY CHARTER
____________________________________________________________________________
City of Anna, Texas – Master Professional Services Agreement Page 23 of 25
Program and/or Project Management and/or Owner Representation
and who has a financial interest, direct or indirect, in any contract with the City of Anna or
has a financial interest, directly or indirectly, in the sale to the City of Anna of any land, or
rights or interest in any land, materials, supplies or service. As per Section 11.02 of the
Anna City Charter, interest represented by ownership of stock by a City of Anna employee
or official is permitted if the ownership amounts to less than one (1) per cent of the
corporation stock.
I further understand and acknowledge that the existence of a prohibited interest at any time
during the term of this contract will render the contract voidable.
DISCLOSURE OF CERTAIN RELATIONSHIPS
Chapter 176 of the Texas Local Government Code requires that any vendor or person
considering doing business with a local government entity disclose in the Questionnaire
Form CIQ, the vendor or person's affiliation or business relationship that might cause a
conflict of interest with a local government entity. By law, this questionnaire must be filed
with the records administrator of The City of Anna no later than the 7th business day after
the date the person becomes aware of facts that require the statement to be filed. See
Section 176.006, Local Government Code. A person commits an offense if the person
violates Section 176.006, Local Government Code. An offense under this section is a Class
C misdemeanor. By submitting a response to this request, the vendor represents that it is
in compliance with the requirements of Chapter 176 of the Texas Local Government Code.
Form is attached to the bid specifications and to this Agreement as Exhibit H.
DISCLOSURE OF COMMERCIAL OR SOCIAL RELATIONSHIP WITH ISRAEL
Section 2271.002, Texas Government Code: the Firm entering into a contract with the City
verifies that it (1) does not boycott Israel; and (2) will not boycott Israel during the term of
the contract and any subsequent renewals.
DISCLOSURE OF BUSINESS RELATIONSHIPS WITH IRAN, SUDAN, OR A FOREIGN
TERRORIST ORGANIZATION
Section 2252.153 or Section 2270.0201, Texas Government Code: provides that the City
may not enter into a governmental contract with” (1) a Firm that is identified on a list
prepared and maintained by the comptroller and that does business with Iran, Sudan, or a
foreign terrorist organization; or (2) a company that the United States government
affirmatively declares to be excluded from its federal sanctions regime relating to Sudan, its
federal sanctions regime relating to Iran, or any federal sanctions regime relating to a
foreign terrorist organization is not subject to contract prohibition under this subchapter.
Authorized Representative:
Company Name: Project Advocates
Date: 12/10/2024
Printed Name: Phil Miller
Title: Principal
EXHIBIT G
COMPLIANCE WITH FEDERAL, STATE, LOCAL LAWS and CITY CHARTER
____________________________________________________________________________
City of Anna, Texas – Master Professional Services Agreement Page 24 of 25
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Signature:
SWORN AND SUBSCRIBED to before me this ____ day of ______________, 20___ to
certify with witness my hand and official seal.
__________________________________________
Notary Public in and for the State of ___________
EXHIBIT H
CONFLICT OF INTEREST QUESTIONNAIRE FORM CIQ
____________________________________________________________________________
City of Anna, Texas – Master Professional Services Agreement Page 25 of 25
Program and/or Project Management and/or Owner Representation
Memorandum
Memorandum No: 24-136
Date: December 6, 2024
To: Honorable Mayor and City Council
From: Ryan Henderson, City Manager
Re: Parks Projects – Upcoming Action Items
_____________________________________________________________________________________
This memo is intended to serve as an update for the City Council regarding park projects with action
items which will be coming before the City Council over the next few months for formal action. The
projects are listed below, in order of likely meeting dates.
Slayter Creek Park Projects (December 17 City Council)
At the November 18 Parks and Recreation Advisory Board Meeting, staff gave the board a presentation
on multiple capital projects proposed to complete Slayter Creek Park as a signature park for the
community. The proposed projects include:
•Replacement of the existing playground with a large, first-class playground with multiple
accessible elements.
•Removal and replacement of the existing restroom portion of the Concession Building at the
ballfields, with attached pavilion.
•Construction of a storage building for equipment and maintenance materials.
•Replacement of the Tennis Court Fence.
•Drainage improvements behind Field 3.
•Construction of a pavilion/gazebo structure at the Disc Golf Course.
•Enhancements to the existing Park Pavilion adjacent to the playground.
Due to the wide-ranging scope of these items and a desire to accelerate the process of completing these
improvements, staff is recommending that the City utilize a project management company to oversee
and manage the vendor coordination, design scope, and construction for these items. This will allow our
Parks CIP staff to continue to focus on bringing Anna Crossing Park and Bryant Park forward through
design/bidding – as these are new parks which require more significant design oversight.
Project Advocates has proven to be a valued team member during their work on the Anna Community
Library. Project Advocates has kept the library project under budget and on-schedule and has
demonstrated the ability to manage multiple different contractors and vendors on a job-site at the same
time. Staff is preparing an agenda item for a Master Service Agreement with Project Advocates, to be
considered for approval by the City Council at the December 17 City Council meeting. The Parks and
Recreation Advisory Board recommended approval of the concept unanimously at the November 18
board meeting. If approved, this will allow the City and Project Advocates to work together to develop
more detailed project specific scopes for each of the items listed above. Those specific scopes will be
brought to the City Council for consideration in the first half of 2025.
Bryant Park (December 17 City Council)
At the November 18 Parks and Recreation Advisory Board Meeting, staff presented a report on the final
draft of the master plan for Bryant Park, along with the consultant contract to proceed with final design
and construction documents. The board voted unanimously to recommend approval of the master plan
and to move forward with the contract with the consultant. At the December 17 City Council Meeting,
staff will be presenting the final draft master plan and requesting City Council consideration of approval
for the final design contract with the consultant.
Parks, Trails, and Open Space Master Plan Update (January City Council)
At the November 18 Parks and Recreation Advisory Board Meeting, staff presented information
regarding the upcoming Parks, Trails, and Open Space Master Plan update. First adopted in 2021, the
City’s Parks Master Plan has been used as a guiding document for many decisions regarding parks and
recreation construction projects, programming, and facility use in the community. Typically, these
master plans are updated every five years. However, with the fast growth of the community and the
completion of many of the projects originally identified, it is time to begin the process of an update to
the plan. The proposed update will not be a complete overhaul of the existing Master Plan. Rather, it
will be a streamlined update, with a focus on narrowing the scope of projects already in the plan, and
identifying new project needs to include in the updated plan.
Pecan Grove Trail (January City Council)
During the August 27, 2024, City Council Meeting, the City Council approved the award of the Pecan
Grove Trail construction project to Perfect Finish Landscaping. Councilman Toten made the motion,
which included the addition of parking at both Leslie Lane and Luscombe Lane, as well as the inclusion of
decorative manhole covers. Mayor Pro Tem Stan Carver seconded the motion, and the item with
enhancements was approved unanimously with a 7-0 vote.
Following Council’s direction, city staff have conducted a thorough review of the requested manhole
decorations. There are 12 total manholes along the Pecan Grove Trail project corridor. A detailed scope
of required work on the manholes to seal and surface the manholes for painting has been developed,
and is estimated to cost $54,000. This maintenance work is required to be done prior to the proposed
manhole decoration.
Staff has investigated the potential of working with local artists and/or art non-profits for the decorating
process. The total anticipated cost of materials, supplies, and assorted project costs which the City
would need to fund is approximately $15,000. The $15,000 budget assumes no paid professional artists.
The hiring of professional artists would likely increase the cost significantly.
The total estimated budget of $69,000 for manhole preparation and decorative painting is not currently
accounted for in any specific budget and will require additional funds. The current trail project budget
does not have sufficient funding available to cover this additional cost. Staff is preparing a final scope of
work and budget amendment for consideration at the January City Council Meeting.
Carol Park Improvements (February City Council)
Carol Park is a new park located on the south side of FM 455, east of the new Walgreens. At the
November 18 Parks and Recreation Advisory Board Meeting, staff presented an update on Carol Park to
the board, including the proposed amenities, which include a trail, two pickleball courts, and a small
parking lot. Staff are working with the developers of the adjacent projects (NRP Meryl Street, JPI, Don
Collins) on finalizing the design and the timing of construction. The final design will be brought before
the Parks and Recreation Advisory Board and the City Council prior to construction beginning.
Anna Crossing Park (March City Council)
At the November 18 Parks Advisory Board Meeting, staff presented the board with feedback received
from the City Council in October regarding the master plan for the proposed park. One of the items
mentioned during the City Council feedback was the inclusion of a dog park in the project. Staff worked
with the consultant to update the master plan to include a dog park.
In addition, staff provided a brief presentation on the need for a formal name for this park. The Parks
and Recreation Advisory Board will be having further discussions in the near future regarding potential
names.
Lastly, the City was recently contacted by the National Fitness Campaign regarding the success of our
fitness court at Slayter Creek Park. Thanks to the use of their app and digital check-ins, the National
Fitness Campaign was able to determine that Anna’s fitness court is one of the highest used in the
country. As such, the National Fitness Campaign has informed staff that they are very interested in
working with Anna on a second location, and that Anna would be eligible to submit for another grant for
a second location. Staff is reviewing the layout of Anna Crossing Park to determine a proper location for
the court to be placed.
The final design plans for the project are at 30%. We anticipated being at 60% plans in March, and will
be bringing the project back to both the board and the City Council at that time for final review prior to
finalizing the plans.
Hassie Morgan Park (April City Council)
Hassie Morgan Park is a proposed new park located on Foster Crossing Road adjacent to the Parks at
Foster Crossing development project. The developer’s consultants are currently working on the design
of the park. Staff anticipates having a full plan set for review and discussion with the Parks and
Recreation Advisory Board and the City Council in March/April of next year.
c: Marc Marchand, Neighborhood Services Director
Dalan Walker, Park Planning and Development Manager
Greg Peters, Assistant City Manager
Taylor Lough, Assistant City Manager
Management Team
Item No. 5.l.
City Council Agenda
Staff Report
Meeting Date: 12/17/2024
Staff Contact: Dalan Walker
AGENDA ITEM:
Approve a Resolution and authorize the City Manager to execute a Professional Service
Project Order with Dunkin Sims Stoffels for the development of construction documents
for Bryant Park. (Park Planning and Development Manager Dalan Walker)
SUMMARY:
Staff requests City Council approval for PSPO #PARKS2 for the preparation of
construction drawings for Bryant Park.
FINANCIAL IMPACT:
Funding for the Bryant Park project was appropriated in the FY2025-2029 Community
Investment Program budget in the amount of $3.9 million from the Capital Projects Bond
Fund. The estimated cost of this services contract is $537,834.
BACKGROUND:
Bryant Park is a minimally developed existing City park located on County Road 371,
west of State Highway 5. Two years ago, the city installed some basic improvements to
allow the park to be used by the public as practice fields and open space.
The City included funding for a capital improvement plan project to improve Bryant Park
in the FY2023-2024 budget. Last year, Dunkin Sims Stoffels was hired to create a
master plan for Bryant Park. Dunkin was previously selected as a preferred vendor
during the City's multidisciplinary RFQ process in 2020-2021.
The consultant has been working on the master plan this year, developing options and
coordinating with city staff. During the plan process, the scope was coordinated with
Anna ISD, since Bryant Elementary is immediately adjacent and shares access points
with the park. The consultant provided staff with a final draft of the master plan in
November for review. The master plan includes the following proposed improvements:
• Re-graded and irrigated grass turf soccer fields
• A small pavilion and restrooms
• Additional on-site parking with a new shared driveway for the park and the school
• A walking trail
• Perimeter fencing
• A small storage building for park equipment
• Drainage improvements and underground utilities
The Bryant Park master plan was presented to the Parks Advisory Board on November
18th for review and feedback. The overall feedback from the Parks Advisory Board was
positive, and no changes were requested. The master plan is attached to this agenda
item for review by the City Council.
This item is to approve a purchase order with the consultant to complete the final design
and preparation of documents for bidding and construction. The design scope includes
landscape architectural design and engineering for all the components listed above. In
addition, the proposal includes a land survey, geotechnical investigation, platting and
site planning processes per City regulations.
It is important to note that field lighting will be designed as part of this scope and will be
included in the bid package as an alternate. This will allow the Parks Advisory Board
and City Council to consider whether lighting should be included in the construction
phase, or set aside as a future improvement.
The Parks Advisory Board unanimously recommended approval of the Bryant Park
master plan and the PSPO with Dunkin Sims Stoffels to develop construction
documents.
STRATEGIC CONNECTIONS:
This item supports the City of Anna Strategic Plan, specifically advancing the strategic
outcome area: Active.
ATTACHMENTS:
1. Resolution for PSPO PARKS2 with Dunkin Sims Stoffels for the Design of Bryant
Park
2. PSPO PARKS2 Dunkin Sims Stoffels Bryant Park SIGNED by DSS
3. Bryant Park Proposal 10-14-24
4. Bryant Park - Final Master Plan Concept
CITY OF ANNA, TEXAS
RESOLUTION NO. _________________
A RESOLUTION OF THE CITY OF ANNA, TEXAS, APPROVING A
PROFESSIONAL SERVICES PROJECT ORDER FOR DESIGN SERVICES
RELATED TO BRYANT PARK BY DUNKIN SIMS STOFFELS.
WHEREAS, the City Council of the City of Anna, Texas, (“City Council”) finds that the professional
services project order (PSPO) #PARKS2 with Dunkin Sims Stoffels is instrumental and necessary
to the design of improvements at Bryant Park; and
WHEREAS, PSPO #PARKS2 amends Master Agreement for Professional Services 2021-2026
with Dunkin Sims Stoffels; and
WHEREAS, the City Council considers park improvements at Bryant Park to be beneficial to the
neighbors of Anna, Texas, meeting several goals and objectives set forth in the Strategic Plan
adopted by City Council; and
WHEREAS, the City Council approves PSPO #PARKS2 to include the following fee:
“The total amount for fiscal year 2024: $537,834.”
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 as set forth in full.
Section 2. Approval and Authorization of Agreement.
The City Council hereby approves the extension attached hereto as Exhibit 1 to execute a PSPO
that amends Master Services Agreement 2021-2026 with Dunkin Sims Stoffels and ratifies and
approves the City Manager’s execution of the same. The City Manager is hereby authorized to
execute all documents and to take all other actions necessary to finalize and enforce the PSPO
with Dunkin Sims Stoffels.
PASSED, APPROVED, AND ADOPTED on first and final reading on this 17th day of December
2024.
ATTEST: APPROVED:
_____________________________ ______________________________
City Secretary, Carrie Land Mayor, Pete Cain
4301 Running Brook Drive Rowlett, Texas 75088 (214) 616-6315
LANDSCAPE ARCHITECTS / PLANNERS
SIMS
STOFFELS
Inc.
October 14, 2024
Mr. Dalan Walker
Park Planning & Development Manager
City of Anna
120 W. 7th Street
Anna, Texas 75409
Dear Mr. Walker:
We appreciate the opportunity to submit this Scope of Services for Bryant Park in Anna, Texas.
This proposal is being submitted for your review and approval. This Scope of Services is divided
into two Phases: Phase I – Basic Design Services and Construction Documents for Phase I
development; and Phase II – Additional Services related to the project.
Dunkin Sims Stoffels, Inc. and City Staff have met over the last year to discuss Bryant Park
development. Conceptual plans and preliminary cost estimates were prepared for discussion and
to determine the scope of services. The following program elements for the park were presented:
Soccer Fields for Practice or Game Use
Soccer Fields Lighting (Alternate)
Parking Spaces and West Access Drive
Concrete Walking Trail
Pre-Fabricated Restroom Building
Rain Garden and Entry Design
Utilities (Water, Sewer, Electrical)
Landscape Planting Plan
Based on these meetings this proposal will outline the scope of services for preparation of the
necessary studies and obtain the required permits and prepare the construction documents and
specifications for construction of the park.
PHASE I – BASIC DESIGN SERVICES & CONSTRUCTION DOCUMENTS FOR PHASE I
Design Development Services
An opinion of probable cost for construction has been prepared for the program elements identified
by the City for construction in this phase of the project. We have based our fee on the estimated
construction amount presented in Opinion of Probable Cost dated August 2024 which is
$3,206,950.00, plus $750,000 for the lighting alternative for a total cost of $3,956,950.00.
The services in this phase are divided into three sections: (1) Construction Documents and
Specifications; (2) Bidding and Contract Award; (3) Construction Manager at Risk, if CMR is
chosen; and (4) Construction Administration. Each section sets forth the services to be performed.
2
Bryant Park Master Plan
This proposal is based on the Master Plan and Preliminary Cost Estimate reviewed by staff. An
opinion of probable cost for construction of the park will be developed as the project progresses
through the design development phases.
Construction Documents and Specifications
Construction documents and specifications will be prepared for the park elements outlined in the
Opinion of Probable Cost for construction dated August 1, 2018 (see attached). The consulting
team will perform the following tasks in this section of the project:
Grading Plan(s), which will establish grades for all elements of the project.
Parking Spaces and Access Road.
On-Site Utilities (Water, Sewer, Electric).
Walking Trail Design.
Soccer Fields / Practice or Game Facilities.
Layout Plan(s) locating by dimensions all structures, walks, fence lines, planting areas, etc.
Pre-Fabricated Restroom Building.
Sports lighting for the field will be prepared as an alternate.
Irrigation Plan(s) showing the location of all heads, pipe, valves, pumps, and controls.
Landscape Planting Plan.
Construction Details providing plans, sections, elevations of the individual elements of the
plan.
Prepare proposal forms and appropriate add or deduct alternates.
Prepare the project manual.
Bidding and Contract Award
The Consultant will be responsible for the following tasks in this phase:
Answer questions and interpret drawing during the bidding period.
Assist the City in assessing bids.
Prepare and distribute any required addendum.
Attend the bid opening and prepare a bid tabulation sheet after the bids are opened.
Analyze the bids and make a written recommendation to the City for awarding a contract.
3
Construction Manager at Risk
Should the City elect to construct the park utilizing the Construction Manager at Risk we can
prepare the advertisement for selection of Construction Manager at Risk (CMR). This is a
document which is prepared and used to solicit proposals for selection of the CMR.
Dunkin Sims Stoffels, Inc. will assist the City in reviewing the proposals and determining the most
qualified for CMR and will participate with the City during the interviews/interview process of the
Construction Manager Firm.
Construction Administration
We will perform the following tasks during this phase of the project.
Consultation and advice to the City.
Preparation of elementary and supplementary sketches required to resolve field conditions.
Approval of submittals and shop drawings submitted by contractors for conformance with
the design concept.
The consulting team shall make periodic site visits to determine if the project is proceeding
in accordance with the contract documents. The consulting team shall not be responsible
or liable for the Contractor’s failure to perform the construction work in accordance with the
contract documents.
Review and approval of all certificates for payment submitted by the Contractor.
Prepare Change Orders for the City’s approval and execution.
Coordinate final site walk through with the City at the conclusion of the construction and
provide a punch list to Contractor to complete the project.
PHASE II – ADDITIONAL SERVICES
Final Plat or Replat for Park Expansion
The park area designated as park land will be platted. A northern property line for the park will be
established based on the final construction documents. We would recommend the City budget
$16,000.00 for this task.
Site Survey
A topographic field survey will be prepared for the site. The site survey will tie and locate existing
topographic contours and existing site features. Underground utilities made known through
Dig-Tess and the City of Anna will be located. An electronic drawing file will be prepared from the
collected information. This file will be used for the preparation of construction documents. We
recommend that the City budget $17,000.00 for the site survey.
Geotechnical Report
A geotechnical report will provide soil analysis and recommendation for the construction of various
elements in the park. Based on our experience, we recommend that the City allow $20,000.00 for
this report.
4
EXCLUDED SERVICES
This Scope of Work does not include redesign or modification of the drainage structures at the
intersection of Bryant Road and County Road 371.
CONTRACT TIMING
This Scope of Work is valid for 6 months from October 9, 2024. After that 6-month timeframe,
services will be reviewed and may be modified.
REIMBURSABLE EXPENSES
Plan and Specification Reimbursables
The Consultant will invoice the City at cost plus a 10% mark-up for all out-of-house printing of
plans, specifications and plotting of AutoCAD files. Requested mounting or laminating of master
plans will also be invoiced at the incurred cost.
Postage and delivery expenses will not be invoiced during the Design Phase of the contract.
Courier, express mail, or overnight delivery charges, as well as, the cost of mailing sets of contract
documents to prospective bidders will be charged to the City. We would recommend the City
budget $5,000.00 for this task.
Texas Department of Licensing and Regulation Fee
The City should budget $5,000.00 for plan review and inspection fees for ADA compliance. Any
fees not utilized will be returned to the City.
SUMMARY OF FEES
Phase I – Basic Design Services & Construction Documents for Phase I $ 474,834.00
(Based on Construction Budget of $3,206,950 plus $750,000 for the lighting alternative for a
total of $3,956,950.00)
Phase I Total: $ 474,834.00
Phase II – Additional Services
Plat or Replat of Park Addition $ 16,000.00
Site Survey……………………………………………………………………………..$ 17,000.00
Geotechnical Report $ 20,000.00
Additional Services Total: $ 53,000.00
Reimbursable Expenses
Plan and Specification Reimbursables $ 5,000.00
TDLR Fees $ 5,000.00
Reimbursable Expenses Total: $ 10,000.00
TOTAL SERVICES FEE: $ 537,834.00
5
Preparation of Alternates
The Consultant’s fees are based upon the total dollars allocated for construction of the project.
The Consultant will prepare an estimate for probable cost of construction. This estimate will be
based on the design development phase of the project. Should the City request design alternates
be prepared for bidding, the consulting team will invoice the City in addition to the original contract
amount, the agreed percentage of construction cost for preparation of plans, construction
documents and specifications for the alternates. Any such expenses shall be pre-authorized by
the City in advance of work being performed.
The consulting team appreciates the opportunity to submit this Scope of Services and we look
forward to working with you and the City of Anna. If you have any questions, do not hesitate to call
me.
Sincerely,
Bob Stoffels, RLA
Principal
COUNTY RD. NO. 371 BRYANT FARM RD.CONNECTION ROADU8U8U8
225' X 360'
25' BUILDING SETBACK
FUTURE 21 PARKING SPACES
15' GATE
25' BUILDING SETBACK
PERIMETER FENCE
8' WIDE CONCRETE TRAIL
APPROX.- 1,693 L.F.
15' GATE
7' WIDE SIDEWALK
7' WIDE SIDEWALK
FUTURE 37 PARKING SPACES
ACCESSIBLE PARKING
AT ENTRY AREA
EXISTING PARKING LOT
128 SPACES
DROP- OFF AREA
SOCCER LARGE TURFED AREA
( APPROX. 4 AC.)
PIPED DRAINAGE
RAIN GARDEN/ WITH
EDUCATIONAL DISPLAY
BOARDS
ELEVATED BOARDWALK
MAIN DROP-OFF AREA
15' X 20' SHADE PAVILION
15' GATE
U6
U6
U10 U10
RESTROOM BUILDING
0
SCALE:
40 80 120
1"=40'-0"
feet
N O R T H
Master Plan:
Bryant Park
Recreational Enhancement Project:
City of Anna, Texas
Concept 'C'
date: august, 2024
Item No. 6.a.
City Council Agenda
Staff Report
Meeting Date: 12/17/2024
Staff Contact: Stephanie Scott-Sims
AGENDA ITEM:
Conduct a Public Hearing/Consider/Discuss/Action on an Ordinance amending the
Planned Development (Ord. No. 792-2018) for Lakeview Estates Phase 3, Block B, Lot
17(PD 24-0003). (Director of Development Services Stephanie Scott-Sims)
SUMMARY:
The planned development ordinance limits the use of the property to a daycare use only
and the applicant began constructing the building in 2024. The applicant is proposing to
use the building for elementary school classes, which is not currently allowed under the
ordinance.Therefore, the applicant is requesting to repeal and replace the planned
development ordinance to also allow a school use.
The Planning & Zoning Commission recommended approval (7-0) of the zoning request
at the November 4, 2024 Planning & Zoning Commission meeting.
FINANCIAL IMPACT:
This item has no financial impact.
BACKGROUND:
A Daycare on one lot on 2.0± acres on the east side of South Ferguson Parkway, 140±
feet north of Elm Street. Zoned Planned Development-Commercial (PD-C).
History
Ordinance No. 792-2018 - City Council approved a Planned Development containing a
land use restriction to daycare facility.
Surrounding Land Use and Zoning
North A School zoned SF-E
East Single-family residential zoned Planned Development-Residential (PD-R)
(Ord. No. 791-2018)
South Single-family residential zoned Planned Development-Residential (PD-R)
(Ord. No. 791-2018)
West Single-family residential zoned Planned Development-Residential (PD-R)
(Ord. No. 2000-15)
Proposed Use
The applicant is proposing to use the building to hold elementary school classes. Within
the Zoning Ordinance (Sec. 9.04.081 Land Use Terms), these uses are defined as:
Child Care Facility, Daycare
An establishment providing care for seven (7) or more children for less than twenty-
four (24) hours a day at a location other than the permit holder’s home. A State
license is required. Also includes similar terms such as nursery and child care center.
See Chapter 42 of the Human Resources Code.
School
A public or private educational facility offering instruction at the elementary, junior,
and/or senior high school levels in the branches of learning and study required to be
taught in the schools of Texas.
STRATEGIC CONNECTIONS:
This item supports the City of Anna Strategic Plan, specifically advancing the strategic
outcome area: Unique.
ATTACHMENTS:
1. Locator Map - Lakeview Estates, Phase 3, Block B, Lot 17 (PD 24-0003)
2. Ordinance - Lakeview Estates, Phase 3, Block B, Lot 17 (PD 24-0003)
3. Exhibit A Legal Description - Lakeview Estates, Phase 3, Block B, Lot 17 (PD 24-
0003)
4. Exhibit B Site Plan - Lakeview Estates, Phase 3, Block B, Lot 17 (PD 24-0003)
5. Current PD Ordinance 792-2018 - Lakeview Estates, Phase 3, Block B, Lot 17
(PD 24-0003)
LIVE OAK DRARROWWOOD
DRSFERGUSONPKWYSHERWOODDRCEDARC REEKDRSANDALWOODLNELM ST STONERIDGEDRWHITE PINE TRL
WHITE OAK RD
WILLOW WAY
CANDLEWOOD DRPOSTOAKTRL BRIDGEPORT DR
ROCKRIDGE TRLASH STCHERRY LNWATEROAKWAYBLACK MAPLE DRREDPINERDPARK VISTA DR
BIRCH WOOD RD
BRENTFIELD DR
CRESTWOOD DR
RED OAK TRL
CHERRYHILLDRCHESTNUT ST
East
ForkTr
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n
it
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R
i
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er121
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75 SH 121
SH 5
Subject
Property
200' Notice
Boundary
City Limits
ETJ
¯
0 300 600150
Feet
October 2024
U:\GIS\Notification Maps\Notification Maps\
Lakeview Estates, Phase 3, Block B, Lot 17
Zoning (PD 24-0003)
Inset Map
1
CITY OF ANNA, TEXAS
(Property rezoned under this ordinance is generally located generally located on the east
side of South Ferguson Parkway, 140± feet north of Elm 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 amendment to a Planned Development
(Ordinance No. 792-2018) on Property described in Exhibit A (“Property”) and depicted in Exhibit
B (“Site Plan”) attached hereto and incorporated herein for all purposes as if set forth in full; and
WHEREAS, said zoning for Property generally located on the east side of South Ferguson
Parkway, 140± feet north of Elm Street; 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 Ordinance Amended
The Anna City Code of Ordinances (the “Anna Code”) are hereby amended by repealing
Ordinance No. 792-2018 and replacing the zoning of the property described in Exhibit A and as
depicted in the Site Plan on the attached Exhibit B (“Concept Plan”).
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
2
elevations, coverage, floor area ratio, parking, access, screening, landscaping, accessory
buildings, signs, and lighting, set forth in the Local Commercial District (C-1) and the Planning
and Development Regulations except as otherwise specified herein.
a. Permitted Uses
This property is restricted to the following uses in substantial conformance with the
previously approved site plan (Res. No. 2024-02-0044):
i. Child Care Facility, Daycare
ii. School.
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
3
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 17th day of December 2024.
ATTESTED: APPROVED:
________________________________ _________________________
Carrie L. Land, City Secretary Pete Cain, Mayor
EXHIBIT A
LEGAL DESCRIPTION:
Lakeview Estates, Phase 3, Block B, Lot 17
EX W EX W EX W EX W EX W EX W EX W EX W EX W EX W EX W EX W EX W
SOUTH FERGUSON PARKWAYLOT 1,
BLOCK 1 ANNA ELEMENTARY SCHOOL #
2 ADDITION VOL. 2006,
PG. 364 P.R.C.
C.T.BRENTFIELD DRIVEOHEOHEOHEOHEOHEOHEOHEOHEOHEOHEOHEOHEOHEOHEOHEOHEOHEOHESDSDSD SD SD SD SD
SD SD
EX W EX W EX W EX W
EX W
EX W
EX
W
SD
SD EX WEX WEX WEX WEX WEX WEX WEX WEX WEX WEX WEX WFH EX W6'' SSEX 8"SSEX 8"SSEX 8"SS EX
8"SS
EX 8"
SS EX
8"SS
EX 8"
SS EX
8"SS
EX 8"
SS EX
8"SS
EX 8"SSEX 8"
SSEX 8"SSGASGASGASGASGASGASGASGASGASGASGASGASGASBLOCK
B LOT 16
BLOCK B
LOT 15 BLOCK B LOT
14 BLOCK
B LOT
13 BLOCK B LOT
12 LOT 1,
BLOCK A 2.03 ACRES
88,365
SF)X
FOUND"1/
2"
I.R.
F.BLOCK BLAKEVIEW
ESTATES, PHASE 3DOC.
NO. 20210225010000540P.R.
C.C.TLOT
11
BLOCK
B LAKEVIEW ESTATES, PHASE 3 DOC. NO. 20210225010000540
P.
R.
C.
C.
T.
24FT FIRE
LANE42
936FH
WWFIREFIREFIREFIREFIREFIRE8FIRE
FIRE
FI R
E
FIREFIREFIREFIREFIREFIREFIREFIREFIREFIREFIREFIREFIREFIREFIREFIREFIREFIREFIREFIREFIREFIREFH FDC WWWW20'
LANDSCAPE
BUFFER25'
BUILDING
SETBACK5'
BUILDING
SETBACK5'
BUILDINGSETBACK
10' LANDSCAPE
BUFFER 10'
LANDSCAPE BUFFER25'
BUILDING
SETBACK
10'
LANDSCAPE
BUFFER
WM
DCO
W
W
W
W
W
W
W W
3
R
3
0
0 R30.
0'50.
0'170.
0'R
1 0
0
R10.
0'COURTYARD 6270
sq. ft.14.
7'LS
LS LS
LS LS LS
LS LS6.0'6.
0'6.0'5.0'
6.0'7007007057057107 1 0 701702703 703 704704706706707707708 708708 709709709
7117 1
1 712R30.0'R30.
0'9.
0'
R 3 0
0 24.0'24.0'
25.0'
25.0'25.0'
25.0'
25.
0'25.
0'25.
0'25.
0'25.
0'25.
0'CONCRETEPAVEMENTCONCRETEPAVEMENTCONCRETE
PAVEMENT NEW
CURB OPENING NEW CURB
OPENING POWER POLE ENCLOSED DUMPSTERS
7' MASONRY SCREENING WALL TO
MATCH BUILDING WITH 7' SOLID
METAL GATES)27.0'31.
0'30.9'81.0'
28.
4'
24.0'
18.0'
24.0'18.
0'
6.0'
10.
0'
70.
0'
204.7'
11.0'
39.0'
63.
0'
36.
0'
72.0'
36.0'
EXISTING ELECTRICAL TRANSFORMER EXISTING
FIRE HYDRANT
EXISTING 21"
RCP STORM DRAIN
SWALE FLOWLINE 5' FH
LINE EASEMENT 15' DRAINAGE
EASEMENT EXISTING
6'WOOD FENCE
EXISTING
3'IRON
FENCE EXISTING
6'WOOD
FENCE RETAINING WALL
0.
1'-
5.
4')24.
0'
25' X
25'
VAM
EASEMENT
25'
X 25'
VAM
EASEMENT
25'
X 25'
VAM EASEMENT 25'
X
25'
VAM
EASEMENT25'
X
25'
VAM
EASEMENT
CONCRETE
PAVEMENT
24.0'14.
0'
72.
5'DO NOT
ENTER"SIGN 12.
7'PROPOSED DRIVEWAY
PROPOSED DRIVEWAY PROPOSEDPARKINGPROPOSEDPARKINGPROPOSEDPARKINGPROPOSEDPARKINGPROPOSEDPARKING9.
0'18.0'
60.0'60.
0'ROAD CENTERLINE
EXISTINGCONCRETE
ROADPROPOSED
SIDEWALK PROPOSEDSIDEWALK139.
7'
131' TO ELM
STREET INTERSECTION18.0'
15.0'5.0'
18.0'
9.
0'
85.3'LAKEVIEW
ESTATES
PHASE
3 SUBDIVISION
CORNERPOWER
POLE 1
STORY DAYCARE
13,
729
sq.
ft.
MAX HEIGHT : 25
ft R30.0'
PROPOSED 2" WATER SERVICE
PROPOSED 6"
SANITARY SEWER PROPOSED
6"WATER LINE FOR FDC 705705705
705705710701702 70370370370370370470 4 704
70470470470670670 6 706706707707707 707707708708708708708708708708708708708 709709709709709709709709 709711711
711PROPOSED WATER METER
FDC PROPOSED FIRE
HYDRANT
PROPOSED
FIRE
HYDRANT
DCO
EXISTING SIDEWALK EXISTING SIDEWALK18.0'
R30.
0'R 3
0 0
AIR CONDITIONING
UNITS 6.
0'PROPOSED
SIDEWALK 2' PARKING
OVERHANG 2'
PARKING OVERHANG
2' PARKING
OVERHANG 2'
PARKING OVERHANG
2' PARKING OVERHANG 2'
PARKING OVERHANGPLEASE RECYCLEDrawing:
N:\Modern Engineering Solutions\
Modern Engineering Solutions\
MES - Files\
23-011
Anna Daycare\
CAD\
23-
011-
C-
SITELast
Saved by: HPLast
Saved:
1/18/2024 5:43 PMPlot By/
Date/Time: Vimal Thakkar, 1/24/2024
10:18 PMNO.DATE REVISION PROJECT #DESIGNED: DRAWN:DATE
SHEET REVIEWER:805 GLENDEVON DRIVE MCKINNEY TX, 75051 PHONE: (214)
734-2305 FIRM #20221 ESS
SI NO
AL LPRO F E
ECIN
T TA SOE F
NE REG D NIEAX
STE 125681 MICHAEL
R. GROSELLE LAKEVIEW
ESTATES COMMERCIAL BLOCK A,
LOT 1 SITE
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Item No. 6.b.
City Council Agenda
Staff Report
Meeting Date:12/17/2024
Staff Contact:Lauren Mecke
AGENDA ITEM:
Consider/Discuss/Action on a Resolution approving a Service Plan Agreement for
municipal services for 62.4± acres on the north side of County Road 371, 1,100± feet
west of Bryant Farm Road in accordance with the City Park Heights East Development
Agreement (Res. No. 2024-04-1614). (ANX 24-0001) (Planning Manager Lauren
Mecke)
SUMMARY:
Anna 60 Partners, L.P. has submitted a petition to annex 62.4± acres of land. The
Service Plan Agreement is required by state law prior to approval of annexation. The
annexation request is on this agenda.
FINANCIAL IMPACT:
This item has no direct financial impact. However, annexation of the property will make
it subject to City of Anna property taxes. Properties located in the Extraterritorial
Jurisdiction (ETJ) are not taxed by the City.
BACKGROUND:
History
March 4, 2024 - Work Session presentation to the Planning & Zoning Commission.
April 23, 2024 - City Council approved a Pre-Annexation Development Agreement
containing development standards for the City Park Heights East development
(Resolution No. 2024-04-1614).
November 4, 2024 - Planning & Zoning Commission recommended approval of the
request to zone the property to Planned Development in accordance with the City Park
Heights East, Development Agreement Resolution No. 2024-04-1614.
State Law
Section 43.0671 of the Texas Local Government Code authorizes a municipality to
extend the boundaries of the municipality and annex areas by request of the owner(s) of
the area(s). This conditional written agreement regarding municipal services is in
accordance with Texas Local Government Code § 43.0672.
STRATEGIC CONNECTIONS:
This item supports the City of Anna Strategic Plan, specifically advancing the strategic
outcome area: Unique.
ATTACHMENTS:
1.Resolution - City Park Heights East (ANX 24-0001)
2.Exhibit A Service Plan Agreement - City Park Heights East (ANX 24-0001)
City of Anna, Texas Resolution No. ____________ Page 1 of 2
CITY OF ANNA, TEXAS
RESOLUTION NO. ___________
A RESOLUTION ADOPTING A CONDITIONAL AGREEMENT REGARDING
SERVICES RELATED TO ANNEXATION OF A 62.4± ACRE TRACT OF LAND
WHEREAS, Chapter 43 of the Texas Local Government Code authorizes the annexation of
territory, subject to the laws of this state; and
WHEREAS, the City of Anna, Texas (the “City”) is a Texas home-rule municipality; and
WHEREAS, Section 43.0671 of the Texas Local Government Code authorizes a municipality to
extend the boundaries of the municipality and annex areas by request of the owner(s) of the areas;
and
WHEREAS, on or about October 9, 2024, the respective owners submitted a written request to
the City for annexation of a tract of land into the corporate limits of the City (the “Annexation
Tract”); and
WHEREAS, the Annexation Tract is a 62.4± acre tract of land situated in James C. Burge Survey,
Abstract No. 106, in Collin County, Texas, conveyed to Samuel Harry Collins, Trustee of the
Revocable Collins Family Trust, by deed recorded in Instrument No. 2022000114771, Official
Public Records, Collin County, Texas; and
WHEREAS, the owners of the Annexation Tract have executed a conditional written agreement
regarding municipal services to be provided by the City in accordance with Texas Local
Government Code § 43.0672 (the “Conditional Agreement”) and said agreement is as set forth in
EXHIBIT A, attached hereto; and
WHEREAS, the Conditional Agreement is conditioned on the City of Anna City Council (the
“City Council”) adopting an ordinance annexing the Annexation Tract described above on or
before the 17th day of December 2024 and if the City Council does not adopt such ordinances on
or before said date then the Conditional Agreement shall be null and void in its entirety; and
WHEREAS, the City desires to adopt and enter into the Conditional Agreement; provided,
however, that the Conditional Agreement shall not require the City Council to annex the
Annexation Tract;
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF CITY OF ANNA,
TEXAS:
SECTION 1. The recitals set forth above are hereby incorporated in this resolution as if set forth
in full for all purposes.
SECTION 2. The City Council hereby approves and enters into the Conditional Agreement and
authorizes the City Manager to execute said agreement on behalf of the City.
City of Anna, Texas Resolution No. ____________ Page 2 of 2
SECTION 3. This resolution shall become effective immediately upon the date and time of its
adoption and it is accordingly so resolved.
PASSED, APPROVED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF ANNA,
TEXAS, THIS THE 17TH DAY OF DECEMBER 2024.
CITY OF ANNA, TEXAS
___________________________________
PETE CAIN
MAYOR
ATTEST:
_______________________________________
CARRIE L. LAND
CITY SECRETARY
Page 1 of 5
AGREEMENT REGARDING SERVICES
This Agreement Regarding Services (this “Agreement” or “Service Plan”) is entered into
this 17th day of December, 2024 by and between Anna 60 Partners, LP and the City of
Anna, Texas a home rule municipality.
SUBJECT PROPERTY
The real property that is the subject of this Service Plan is described as follows:
City Park Heights East. 62.4± acres on the north side of County Road 371, 1,100± feet
west of Bryant Farm Road
AGREEMENT CONDITIONED ON ANNEXATION
This Agreement is conditioned on the City of Anna City Council adopting an ordinance
annexing the Subject Property described above. Nothing in this Agreement shall require
the City Council to annex the Subject Property.
POLICE PROTECTION
On the effective date of annexation, the City of Anna, Texas and its Police Department
will provide police protection to the newly annexed area at the same or similar level of
service now being provided to other areas of the City of Anna, Texas with similar
topography, land use, and population density within the newly annexed area.
FIRE PROTECTION
On the effective date of annexation, the City of Anna, Texas and its Fire Department will
provide fire protection to the newly annexed area at the same or similar level of service
now being provided to other areas of the City of Anna, Texas with similar topography,
land use, and population density within the newly annexed area.
EMERGENCY MEDICAL SERVICES
On the effective date of annexation, the City of Anna, Texas will provide emergency
medical services to the newly annexed area at the same or similar level of service now
being provided to other areas of the City of Anna, Texas with similar topography, land
use, and population density within the newly annexed area.
Page 2 of 5
SOLID WASTE COLLECTION
On the effective date of annexation, the City of Anna, Texas, through its contract with
CARDS Dallas, Inc. or another service provider, will provide solid waste collection to
residents and businesses in the newly annexed area (to the extent that the service
provider has access to the area to be serviced) at the same or similar level of service now
being provided to other areas of the City of Anna, Texas with similar topography, land
use, and population density within the newly annexed area. Such service will be provided
in accordance with existing City policies and Ordinances, and only upon payment of any
required deposits and the agreement to pay lawful service fees and charges for solid
waste collection. Solid waste collection through a subscription with the City’s solid waste
franchisee is mandatory for City of Anna residents and businesses operating within the
city limits unless provided for otherwise by ordinance.
WATER AND WASTEWATER FACILITIES
On the effective date of annexation, any and all water or wastewater facilities owned by
the City of Anna, Texas at the time of annexation shall be maintained and operated by
the City of Anna, Texas. Of such facilities, the City will maintain the main water
transmission and wastewater collection lines. All water and wastewater service lines from
the building to the easement or right-of-way line, shall be maintained by the property
owner served by the service connection.
Residents and owners of property in newly annexed areas that are located within the
City’s water or wastewater CCN will be offered water and wastewater service in
accordance with City policies and ordinances in existence at the time of annexation or as
may be amended from time-to-time by the City Council. Generally, these ordinances
state that the landowner or customer must bear the cost of construction of water and
wastewater system facilities to a point where suitable connection to the existing system
can be made and service to the customer can be provided. All water and wastewater
facilities designed to connect to the City’s existing system must be approved by the City
and meet all City zoning, subdivision, and other development ordinances and
requirements.
ROADS AND STREETS
On the effective date of annexation, any and all existing public roads or streets in the
newly annexed area which have been dedicated to Collin County, Texas or to the City of
Anna, Texas, or which are owned by the City of Anna, Texas shall be maintained to the
same degree and extent that other roads and streets are maintained in areas of the City
with similar topography land use and population density. Specific maintenance activities
are determined by available funding and the need for maintenance as determined by the
City. The City is not obligated to maintain any portion of a private road or street. Any and
all lighting of roads and streets which may be positioned in a public right of way, roadway
or utility company easement shall be maintained by the applicable utility company
Page 3 of 5
servicing that area of the City of Anna, Texas pursuant to the rules regulations and fees
of such utility.
An owner of land within the newly annexed area that desires to develop said property will
be required pursuant to the ordinances of the City of Anna, Texas to provide internal and
peripheral streets and to construct those streets in accordance with the specifications
required by the City of Anna, Texas.
PARKS PLAYGROUNDS AND SWIMMING POOLS OR ANY
OTHER PUBLICLY OWNED FACILITY BUILDING OR SERVICE
The City Council of the City of Anna, Texas is not aware of the existence of any public
parks, public playgrounds, public swimming pools, or any other publicly owned facility,
building or service now located in the area proposed for annexation. In the event any
such parks, playgrounds, swimming pools, or any other public facilities, buildings or
services do exist and are public facilities, the City of Anna, Texas will maintain such areas
upon annexation to the same extent and degree that it maintains public parks, public
playgrounds, public swimming pools, other public facilities buildings or services and other
similar areas of the City now incorporated in the City of Anna, Texas.
To the extent that it becomes necessary because of development demands population
growth or a bona fide need, the City Council of the City of Anna, Texas will undertake to
provide any such facility which it deems necessary to adequately provide for the health
and safety of the citizens of the newly incorporated area based upon the standard
considerations of topography, land use and population density.
OTHER MUNICIPAL SERVICES
Following annexation by the City of Anna, Texas, the City will provide code enforcement,
planning, and animal control services to the newly annexed area, to the extent such
services are funded in the annual budget and provided by the City within its full-purpose
boundaries. In addition, the City will provide other municipal services that the City may
from time to time provide to other similarly situated areas within the City’s corporate limits.
The services referenced in this paragraph will be provided to the newly annexed area at
the same or similar level of service now being provided to other areas of the City of Anna,
Texas with similar topography, land use, and population density within the newly annexed
area.
CONSTRUCTION OF CAPITAL IMPROVEMENTS
The City Council of the City of Anna, Texas finds and determines it may be necessary to
acquire or construct specific capital improvements for the purposes of providing full
municipal services to the newly annexed area. These capital improvements shall be
constructed as part of the development of the property and may be eligible for impact fee
reimbursement. Subject to the foregoing, the City Council finds and determines that it has
Page 4 of 5
at the present time adequate facilities to provide the same type, kind and level of service
which exists in and is presently being administered to other areas already incorporated in
the City of Anna, Texas with the same or similar topography, land use and population
density.
SPECIFIC FINDINGS
The City Council of the City of Anna, Texas finds and determines that this Service Plan
will not provide any fewer services and it will not provide a lower level of service in the
area proposed to be annexed than were in existence in the proposed area at the time
immediately preceding the annexation process. Furthermore, the City Council of the City
of Anna, Texas finds and determines that the rural nature of the area is characteristically
different from other more highly developed areas within the corporate limits of the City of
Anna, Texas. Consequently because of the differing characteristics of topography, land
use, and population density the service levels which may ultimately be provided in the
newly annexed area may differ somewhat from services provided in other areas of the
City of Anna, Texas. These differences are specifically dictated because of differing
characteristics of the property. The City of Anna, Texas will undertake to perform
consistent with this contract so as to provide this newly annexed area with the same type,
kind and quality of service presently enjoyed by the citizens of the City of Anna, Texas
who reside in areas of similar topography, land use and population density.
AMENDMENTS
This Service Plan may be amended if the City Council determines at a public hearing that
changed conditions or subsequent occurrences make this Service Plan unworkable or
obsolete. The City Council may amend the Service Plan to conform to the changed
conditions or subsequent occurrences pursuant to Texas Local Government Code,
Section 43.056.
Page 5 of 5
Owner:
Anna 60 Partners, LP,
a Texas Foreign Limited Partnership
By: Anna 60 Partners LP,
a Texas Foreign Limited Partnership
Its President
By: ____________________________
Name: Chris Zeppa
Title: President
STATE OF TEXAS §
§
COUNTY OF DALLAS §
This instrument was acknowledged before me on the _____ day of ________________,
2024 by Chris Zeppa as President of Anna 60 Partners, LP on behalf of said company.
_____________________________
Notary Public, State of Texas
City of Anna:
By:
Name: Ryan Henderson
Title: City Manager
IN WITNESS WHEROF:
STATE OF TEXAS §
§
COUNTY OF COLLIN §
This instrument was acknowledged before me on the ___ day of ________, 2024, by
Ryan Henderson as representative of the City of Anna.
Notary Public, State of Texas
[SEAL]
Item No. 6.c.
City Council Agenda
Staff Report
Meeting Date:12/17/2024
Staff Contact:Lauren Mecke
AGENDA ITEM:
Conduct a Public Hearing/Consider/Discuss/Action on an Ordinance to annex 62.4±
acres on the north side of County Road 371, 1,100± feet west of Bryant Farm Road in
accordance with the City Park Heights East Development Agreement (Res. No. 2024-
04-1614). (ANX 24-0001) (Planning Manager Lauren Mecke)
SUMMARY:
Anna 60 Partners, L.P. has submitted a petition to annex 62.4± acres of land in
accordance with the Pre-Annexation Development Agreement (Res. No. 2024-04-
1614). The request to enter into a Service Plan Agreement for the development is on
this agenda.
FINANCIAL IMPACT:
This item has no direct financial impact. However, annexation of the property will make
it subject to City of Anna property taxes. Properties located in the Extraterritorial
Jurisdiction (ETJ) are not taxed by the City.
BACKGROUND:
History
March 4, 2024 - Work Session presentation to the Planning & Zoning Commission.
April 23, 2024 - City Council approved a Pre-Annexation Development Agreement
containing development standards for the City Park Heights East development
(Resolution No. 2024-04-1614).
November 4, 2024 - Planning & Zoning Commission recommended approval of the
request to zone the property to Planned Development in accordance with the City Park
Heights East, Development Agreement Resolution No. 2024-04-1614.
Project Overview
The applicant is proposing 449 Mixed-Density (MD) lots (234 single-family detached
residential lots and 215 single-family attached residential lots) with 11 Homeowners’
Association lots.
State Law
Section 43.0671 of the Texas Local Government Code authorizes a municipality to
extend the boundaries of the municipality and annex areas by request of the owner(s) of
the area(s).
STRATEGIC CONNECTIONS:
This item supports the City of Anna Strategic Plan, specifically advancing the strategic
outcome area: Unique.
ATTACHMENTS:
1.Locator Map - City Park Heights East (ANX 24-0001)
2.Ordinance - City Park Heights East (ANX 24-0001)
3.Exhibit A Legal Description - City Park Heights East (ANX 24-0001)
4.Exhibit B Service Plan Agreement - City Park Heights East (ANX 24-0001)
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C:\Users\cbrooks\OneDrive - City of Anna\GIS\Notification Maps\Notification Maps\
City Park Heights East
Annexation (ANX 24-0001)
Inset Map
City of Anna, Texas Ordinance No. ____________ Page 1 of 2
CITY OF ANNA, TEXAS
ORDINANCE NO. _____________________
AN ORDINANCE ANNEXING THE HEREINAFTER DESCRIBED TERRITORY TO
THE CITY OF ANNA, COLLIN COUNTY, TEXAS, AND EXTENDING THE
BOUNDARY LIMITS OF SAID MUNICIPALITY SO AS TO INCLUDE SAID
HEREINAFTER DESCRIBED PROPERTY WITHIN SAID MUNICIPAL CORPORATE
LIMITS AND GRANTING TO ALL THE INHABITANTS OF SAID PROPERTY ALL
THE RIGHTS AND PRIVILEGES OF OTHER CITIZENS AND BINDING SAID
INHABITANTS BY ALL OF THE ACTS, ORDINANCES, RESOLUTIONS, AND
REGULATIONS OF SAID CITY AS SET FORTH HEREIN; PROVIDING A REPEALER
CLAUSE; PROVIDING A SEVERABILITY CLAUSE; AND PROVIDING AN
EFFECTIVE DATE.
WHEREAS, Chapter 43 of the Texas Local Government Code authorizes the annexation of
territory, subject to the laws of this state; and
WHEREAS, the City of Anna, Texas (the “City”) is a Texas home-rule municipality; and
WHEREAS, Section 43.0671 of the Texas Local Government Code authorizes a municipality to
extend the boundaries of the municipality and annex areas by request of the owner(s) of the areas;
and
WHEREAS, the procedures prescribed by the Texas Local Government Code and the laws of this
state have been duly followed with respect to the City’s annexation of following described
territory, to wit: a tract of land situated in James C. Burge Survey, Abstract No. 106, in Collin
County, Texas, conveyed to Samuel Harry Collins, Trustee of the Revocable Collins Family Trust,
by deed recorded in Instrument No. 2022000114771, Official Public Records, Collin County,
Texas; and
WHEREAS, the land being annexed under this ordinance (the “Annexation Tract”) is described
and depicted more specifically in EXHIBIT A, attached hereto; and
WHEREAS, the Annexation Tract is wholly located with the City’s extraterritorial jurisdiction;
and
WHEREAS, on or about October 9, 2024, the respective owner of the Annexation Tract submitted
a written request to the City for annexation of said tract into the corporate limits of the City and
the City and said owners have entered into a written agreement regarding municipal services to be
provided by the City in accordance with Texas Local Government Code § 43.0672 and said written
agreement is as set forth in EXHIBIT B, attached hereto; and
WHEREAS, the City timely published notice and held a public hearing on this annexation at a
duly noticed public meeting in accordance with the laws of this state;
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF
ANNA, TEXAS:
City of Anna, Texas Ordinance No. ____________ Page 2 of 2
SECTION 1. The recitals set forth above are hereby incorporated in this ordinance as if set forth
in full for all purposes.
SECTION 2. The Annexation Tract is hereby annexed into the corporate boundary limits of the
City of Anna, Collin County, Texas, and that said corporate boundary limits of the City of Anna
be and the same are hereby extended to include the above described territory within the corporate
limits of the City, and the same shall hereafter be included within the territorial limits of the City,
and the inhabitants thereof shall hereafter as set forth be entitled to all the rights and privileges of
other similarly situated citizens of the City of Anna and they shall be bound by the acts, ordinances,
resolutions, regulations and all other legal acts of said city.
SECTION 3. The official map and boundaries of the City of Anna are hereby amended and revised
so as to include the area annexed, and to reflect the expansion of the City's extraterritorial
jurisdiction resulting from such annexation and the City Manager is directed to take all actions
necessary to make said changes to the official boundary map of the City.
SECTION 4. The City Secretary is hereby directed to file a certified copy of this ordinance and
the amended official boundary map referenced in Section 3 with the with the County Clerk of
Collin, Texas and the Texas Comptroller’s Office.
SECTION 5. It is hereby declared to be the intention of the City Council that the phrases, clauses,
sentences, paragraphs and sections of this ordinance be severable, and if any phrase, clause,
sentence, paragraph or section of this ordinance shall be declared unconstitutional by the valid
judgment or decree of any court of competent jurisdiction, such unconstitutionality shall not affect
any of the remaining phrases, clauses, sentences, paragraphs or sections of this ordinance, and the
remainder of this ordinance shall be enforced as written.
SECTION 6. All ordinances and parts thereof in conflict herewith are hereby expressly repealed
insofar as they conflict herewith.
SECTION 7.This ordinance shall become effective immediately upon the date and time of its
adoption and it is accordingly so ordained.
PASSED, APPROVED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF ANNA,
TEXAS, THIS THE 17TH DAY OF DECEMBER 2024.
CITY OF ANNA, TEXAS
___________________________________
PETE CAIN, MAYOR
ATTEST:
_______________________________________
CARRIE L. LAND, CITY SECRETARY
EXISTING CR 371 TO BE ABANDONED ON THE WESTSIDE OF SUBJECT PROPERTY SOUTH OF STREET H1234561110987121314151617181920212223242526272829303132331110987654321432424140393837363534333231302928272625242322212019181716151413121110987654311234567891012422332242152061971881791610151114121312345789131415161718192021222324252627282930313233343536373839404142444546474849505164323453463373283193010291128122713261425152416231722212011234567812345678910STREET A
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PLANNED 120' RIGHT-OF-WAYFERGUSON PARKWAY80' RIGHT-OF-WAYFERGUSON PARKWAY80' RIGHT-OF-WAYFERGUSON PARKWAY80' RIGHT-OF-WAY626364STREET HSTREET TMaster Planning
Civil Engineering
Land Development
210 Adriatic Parkway, Suite 200
McKinney, TX 75072
Tel 469 424 5900
thesanchezgroup.biz
Certificate of Registration No. F-8665
SCALE 1:300
EXHIBIT: "A-SUBJECT PROPERTY"
Page 1 of 5
AGREEMENT REGARDING SERVICES
This Agreement Regarding Services (this “Agreement” or “Service Plan”) is entered into
this 17th day of December, 2024 by and between Anna 60 Partners, LP and the City of
Anna, Texas a home rule municipality.
SUBJECT PROPERTY
The real property that is the subject of this Service Plan is described as follows:
City Park Heights East. 62.4± acres on the north side of County Road 371, 1,100± feet
west of Bryant Farm Road
AGREEMENT CONDITIONED ON ANNEXATION
This Agreement is conditioned on the City of Anna City Council adopting an ordinance
annexing the Subject Property described above. Nothing in this Agreement shall require
the City Council to annex the Subject Property.
POLICE PROTECTION
On the effective date of annexation, the City of Anna, Texas and its Police Department
will provide police protection to the newly annexed area at the same or similar level of
service now being provided to other areas of the City of Anna, Texas with similar
topography, land use, and population density within the newly annexed area.
FIRE PROTECTION
On the effective date of annexation, the City of Anna, Texas and its Fire Department will
provide fire protection to the newly annexed area at the same or similar level of service
now being provided to other areas of the City of Anna, Texas with similar topography,
land use, and population density within the newly annexed area.
EMERGENCY MEDICAL SERVICES
On the effective date of annexation, the City of Anna, Texas will provide emergency
medical services to the newly annexed area at the same or similar level of service now
being provided to other areas of the City of Anna, Texas with similar topography, land
use, and population density within the newly annexed area.
Page 2 of 5
SOLID WASTE COLLECTION
On the effective date of annexation, the City of Anna, Texas, through its contract with
CARDS Dallas, Inc. or another service provider, will provide solid waste collection to
residents and businesses in the newly annexed area (to the extent that the service
provider has access to the area to be serviced) at the same or similar level of service now
being provided to other areas of the City of Anna, Texas with similar topography, land
use, and population density within the newly annexed area. Such service will be provided
in accordance with existing City policies and Ordinances, and only upon payment of any
required deposits and the agreement to pay lawful service fees and charges for solid
waste collection. Solid waste collection through a subscription with the City’s solid waste
franchisee is mandatory for City of Anna residents and businesses operating within the
city limits unless provided for otherwise by ordinance.
WATER AND WASTEWATER FACILITIES
On the effective date of annexation, any and all water or wastewater facilities owned by
the City of Anna, Texas at the time of annexation shall be maintained and operated by
the City of Anna, Texas. Of such facilities, the City will maintain the main water
transmission and wastewater collection lines. All water and wastewater service lines from
the building to the easement or right-of-way line, shall be maintained by the property
owner served by the service connection.
Residents and owners of property in newly annexed areas that are located within the
City’s water or wastewater CCN will be offered water and wastewater service in
accordance with City policies and ordinances in existence at the time of annexation or as
may be amended from time-to-time by the City Council. Generally, these ordinances
state that the landowner or customer must bear the cost of construction of water and
wastewater system facilities to a point where suitable connection to the existing system
can be made and service to the customer can be provided. All water and wastewater
facilities designed to connect to the City’s existing system must be approved by the City
and meet all City zoning, subdivision, and other development ordinances and
requirements.
ROADS AND STREETS
On the effective date of annexation, any and all existing public roads or streets in the
newly annexed area which have been dedicated to Collin County, Texas or to the City of
Anna, Texas, or which are owned by the City of Anna, Texas shall be maintained to the
same degree and extent that other roads and streets are maintained in areas of the City
with similar topography land use and population density. Specific maintenance activities
are determined by available funding and the need for maintenance as determined by the
City. The City is not obligated to maintain any portion of a private road or street. Any and
all lighting of roads and streets which may be positioned in a public right of way, roadway
or utility company easement shall be maintained by the applicable utility company
Page 3 of 5
servicing that area of the City of Anna, Texas pursuant to the rules regulations and fees
of such utility.
An owner of land within the newly annexed area that desires to develop said property will
be required pursuant to the ordinances of the City of Anna, Texas to provide internal and
peripheral streets and to construct those streets in accordance with the specifications
required by the City of Anna, Texas.
PARKS PLAYGROUNDS AND SWIMMING POOLS OR ANY
OTHER PUBLICLY OWNED FACILITY BUILDING OR SERVICE
The City Council of the City of Anna, Texas is not aware of the existence of any public
parks, public playgrounds, public swimming pools, or any other publicly owned facility,
building or service now located in the area proposed for annexation. In the event any
such parks, playgrounds, swimming pools, or any other public facilities, buildings or
services do exist and are public facilities, the City of Anna, Texas will maintain such areas
upon annexation to the same extent and degree that it maintains public parks, public
playgrounds, public swimming pools, other public facilities buildings or services and other
similar areas of the City now incorporated in the City of Anna, Texas.
To the extent that it becomes necessary because of development demands population
growth or a bona fide need, the City Council of the City of Anna, Texas will undertake to
provide any such facility which it deems necessary to adequately provide for the health
and safety of the citizens of the newly incorporated area based upon the standard
considerations of topography, land use and population density.
OTHER MUNICIPAL SERVICES
Following annexation by the City of Anna, Texas, the City will provide code enforcement,
planning, and animal control services to the newly annexed area, to the extent such
services are funded in the annual budget and provided by the City within its full-purpose
boundaries. In addition, the City will provide other municipal services that the City may
from time to time provide to other similarly situated areas within the City’s corporate limits.
The services referenced in this paragraph will be provided to the newly annexed area at
the same or similar level of service now being provided to other areas of the City of Anna,
Texas with similar topography, land use, and population density within the newly annexed
area.
CONSTRUCTION OF CAPITAL IMPROVEMENTS
The City Council of the City of Anna, Texas finds and determines it may be necessary to
acquire or construct specific capital improvements for the purposes of providing full
municipal services to the newly annexed area. These capital improvements shall be
constructed as part of the development of the property and may be eligible for impact fee
reimbursement. Subject to the foregoing, the City Council finds and determines that it has
Page 4 of 5
at the present time adequate facilities to provide the same type, kind and level of service
which exists in and is presently being administered to other areas already incorporated in
the City of Anna, Texas with the same or similar topography, land use and population
density.
SPECIFIC FINDINGS
The City Council of the City of Anna, Texas finds and determines that this Service Plan
will not provide any fewer services and it will not provide a lower level of service in the
area proposed to be annexed than were in existence in the proposed area at the time
immediately preceding the annexation process. Furthermore, the City Council of the City
of Anna, Texas finds and determines that the rural nature of the area is characteristically
different from other more highly developed areas within the corporate limits of the City of
Anna, Texas. Consequently because of the differing characteristics of topography, land
use, and population density the service levels which may ultimately be provided in the
newly annexed area may differ somewhat from services provided in other areas of the
City of Anna, Texas. These differences are specifically dictated because of differing
characteristics of the property. The City of Anna, Texas will undertake to perform
consistent with this contract so as to provide this newly annexed area with the same type,
kind and quality of service presently enjoyed by the citizens of the City of Anna, Texas
who reside in areas of similar topography, land use and population density.
AMENDMENTS
This Service Plan may be amended if the City Council determines at a public hearing that
changed conditions or subsequent occurrences make this Service Plan unworkable or
obsolete. The City Council may amend the Service Plan to conform to the changed
conditions or subsequent occurrences pursuant to Texas Local Government Code,
Section 43.056.
Page 5 of 5
Owner:
Anna 60 Partners, LP,
a Texas Foreign Limited Partnership
By: Anna 60 Partners LP,
a Texas Foreign Limited Partnership
Its President
By: ____________________________
Name: Chris Zeppa
Title: President
STATE OF TEXAS §
§
COUNTY OF DALLAS §
This instrument was acknowledged before me on the _____ day of ________________,
2024 by Chris Zeppa as President of Anna 60 Partners, LP on behalf of said company.
_____________________________
Notary Public, State of Texas
City of Anna:
By:
Name: Ryan Henderson
Title: City Manager
IN WITNESS WHEROF:
STATE OF TEXAS §
§
COUNTY OF COLLIN §
This instrument was acknowledged before me on the ___ day of ________, 2024, by
Ryan Henderson as representative of the City of Anna.
Notary Public, State of Texas
[SEAL]
Item No. 6.d.
City Council Agenda
Staff Report
Meeting Date:12/17/2024
Staff Contact:Lauren Mecke
AGENDA ITEM:
Conduct a Public Hearing/Consider/Discuss/Action on an Ordinance to zone 62.4±
acres on the north side of County Road 371, 1,100± feet west of Bryant Farm Road to
Planned Development in accordance with the City Park Heights East Development
Agreement (Res. No. 2024-04-1614). (PD 24-0001) (Planning Manager Lauren Mecke)
SUMMARY:
The applicant is proposing 449 Mixed-Density (MD) lots (234 single-family detached
dwellings and 215 single-family attached dwellings) lots with 11 Homeowners’
Association lots in accordance with a Pre-Annexation Development Agreement (Res.
No. 2024-04-1614).
FINANCIAL IMPACT:
This item has no financial impact.
BACKGROUND:
History
April 23, 2024 – City Council approved a Pre-Annexation Development Agreement
containing development standards for the City Park Heights East development
(Resolution No. 2024-04-1614).
November 4, 2024 - The Planning & Zoning Commission recommended approval of the
zoning request.
CASE OVERVIEW
Project Overview
The applicant is proposing 449 Mixed-Density (MD) lots (234 single-family detached
dwellings and 215 single-family attached dwellings) lots with 11 Homeowners’
Association lots.
The applicant’s request to enter into a Service Plan Agreement and for annexation of
the property are on this agenda.
Public Notice
Staff mailed public hearing notices to surrounding property owners in accordance with
state law. Staff has not received any input on this case.
Adjacent Land Use/Zoning Chart
North Vacant land located in the ETJ
East Bryant Elementary School and vacant land located in the ETJ
South Across CR 371, vacant land zoned PD (Anacapri, Phase 3; Ord. No.
887-2020)
West Across CR 371, vacant land zoned AG
This development is compatible with the adjacent suburban developments of the
properties to the north and south of this tract and the school on the east side of this
tract. While the City’s Future Land Use Plan designates this area as Ranching &
Agricultural, Cluster Residential, and Parks & Open Space, the City Council has
determined that the proposed development is appropriate for the area and approved a
Pre-Annexation Development Agreement for the project.
COMPATIBILITY CONSIDERATIONS
- Future Land Use Plan: The Anna 2050 Future Land Use Plan identifies this area as
Ranching & Agricultural, Cluster Residential, and Parks & Open Space place types. The
Ranching & Agricultural place type states that Cluster Residential may be appropriate
when preservation of open space is included. The proposed density of this property is
higher than the Cluster Residential designation.
- Thoroughfare Plan: The proposed Illustrative Layout conforms to the Master
Thoroughfare Plan by providing future right-of-way dedication for future Lindsey Lane
(east-west minor collector) and future Ferguson Parkway (north-south major arterial).
- Access: The development will have access to existing and future thoroughfares.
- Existing Utilities: The applicant will be required to provide sewer and water facilities.
- Schools: The tract is adjacent to Bryant Elementary School.
- Parks and Public Trails: This development is not proposing park land dedication due to
its close proximity to Bryant Park.
STRATEGIC CONNECTIONS:
This item supports the City of Anna Strategic Plan, specifically advancing the strategic
outcome area: Unique.
STAFF RECOMMENDATION:
Staff recommends approval as submitted.
ATTACHMENTS:
1.Locator Map - City Park Heights East (PD 24-0001)
2.Ordinance - City Park Heights East (PD 24-0001)
3.Exhibit A Legal Description - City Park Heights East (PD 24-0001)
4.Exhibit B Development Standards - City Park Heights East (PD 24-0001)
5.Exhibit C General Development Plan - City Park Heights East (PD 24-0001)
6.Exhibit D-1 Roadway Dedication Ferguson Parkway - City Park Heights East (PD
24-0001)
7.Exhibit D-2 Roadway Dedication Mantua Parkway - City Park Heights East (PD
24-0001)
8.Exhibit I Architectural Styles-Midtown Descriptions - City Park Heights East (PD
24-0001)
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October 2024
U:\GIS\Notification Maps\Notification Maps\
City Park Heights East
Zoning (PD 24-0001)
Inset Map
1
CITY OF ANNA, TEXAS
(Property rezoned under this ordinance is generally located on the north side of County
Road 371, 1,100 feet west of Bryant Farm Road)
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 Council previously approved Res. No. 2024-04-1614 (“Pre-annexation
Development Agreement”) on Property described and depicted in Exhibit A (Legal Description)
following the zoning in Exhibit B (Development Standards) as depicted in Exhibit C (Illustrative
Layout) (“Property”) attached hereto and incorporated herein for all purposes as if set forth in full;
and
WHEREAS, said Property generally located on the north side of County Road 371, 1,100 feet
west of Bryant Farm Road, is being zoned to Planned Development (PD).
WHEREAS, the PD will include the following zoning districts with modified development
standards; Mixed Density (MD) District in conformance with the Pre-annexation Development
Agreement and associated exhibits attached hereto and incorporated herein for all purposes as if
set forth in full; 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.
2
Section 2.Zoning Change
The Anna City Code of Ordinances are hereby amended by establishing the zoning of the Property
described in Exhibit A to Planned Development (PD) zoning with modified Development
Standards (Exhibit B) with the associated exhibits: Exhibit C (Illustrative Layout), Exhibit D-1
(Roadway Dedication Ferguson Parkway), Exhibit D-2 (Mantua Parkway), and Exhibit I
(Architectural Styles-Midtown Descriptions)
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.
3
PASSED by the City Council of the City of Anna, Texas this 17th day of December 2024.
ATTESTED: APPROVED:
________________________________ _________________________
Carrie L. Land, City Secretary Pete Cain, Mayor
EXISTING CR 371 TO BE ABANDONED ON THE WESTSIDE OF SUBJECT PROPERTY SOUTH OF STREET H1234561110987121314151617181920212223242526272829303132331110987654321432424140393837363534333231302928272625242322212019181716151413121110987654311234567891012422332242152061971881791610151114121312345789131415161718192021222324252627282930313233343536373839404142444546474849505164323453463373283193010291128122713261425152416231722212011234567812345678910STREET A
STREET BSTREET DSTREET DSTREET E
STREET FSTREET HSTREET G
STREET J
STREET KSTREET LSTREET MSTREET NSTREET P
STREET R
STREET Q
STREET TSTREET S
ALLEY A
ALLEY B
ALLEY C
ALLEY DALLEY EALLEY FSTREET O AACBDDEEFFFFGGHHII43214321432143214321432143214321432143214321432143214321432143214321432143214321432143214321432143214321STREET C22212019181716151413122322212019181716151413241110987654321121011125253545556585960611918234534633732831930102911281227132614251524162317222120119182345346337328319301029112812271326142515241623172221201191830' RIGHT-OF-WAY DEDICATION FOR CR 371 12345STREET I
50' R.O.W.60'MANTUA PARKWAY
PLANNED 120' RIGHT-OF-WAYFERGUSON PARKWAY80' RIGHT-OF-WAYFERGUSON PARKWAY80' RIGHT-OF-WAYFERGUSON PARKWAY80' RIGHT-OF-WAY626364STREET HSTREET TMaster Planning
Civil Engineering
Land Development
210 Adriatic Parkway, Suite 200
McKinney, TX 75072
Tel 469 424 5900
thesanchezgroup.biz
Certificate of Registration No. F-8665
SCALE 1:300
EXHIBIT: "A-SUBJECT PROPERTY"
Exhibit: “B”
Development Standards for the City Park Heights East
The permitted uses and standards for development of the Subject Property shall be in accordance
with the Mixed Density Residential (MD) District. The proposed Planned Development District
Standards proposed herein are aimed at promoting a mixed-use residential district encompassing
a diversified medium-density residential mix of housing choices. This proposed district will
have a mixture of single family detached bungalows, urban townhomes and courtyard focused
cottage-style townhomes. The integrated land plan, streetscape characteristics and overall
community design encourage pedestrian activity by enforcing and promoting the walkable
community principles outlined in the City of Anna Unified Development Code.
Disclaimer: Zoning Ordinance modifications set forth herein are specifically related to the Subject Property associated with this Development
Agreement and shall not apply to any additional areas without or outside of the city limits of the City of Anna.
Illustrative Layout – General Development Plan; Conflicts and Terms:
1. Development shall generally follow, but not exactly, the circulation, block patterns and
street alignments illustrated in Exhibit C – “GDP - General Development Plan /
Illustrative Plan” (GDP). Conflicts between the Development Standards, GDP and City
Ordinances will be addressed in priority as in Section 4 below.
2. Details on a Preliminary Plat that differ from the GDP which do not alter the basic
relationship of the proposed single-family development area to adjacent property and
which do not alter the uses permitted or increase the density, building height, or coverage
of the site and which do not reduce the yards provided at the boundary of the site, as
indicated in these Development Regulations or associated General Development Plan,
may be authorized by the Director of Planning as updates to the General Development
Plan without requiring a rezoning of the subject property and without requiring an
Amendment to the Pre Annexation Development Agreement. These types of updates
shall be considered as “Administrative Updates” for the City files.
3. As part of any annexation request and future development of the subject property, the
applicant agrees to abide by all applicable procedural requirements under City
Regulations or as amended herein.
4. Conflicts:
a. Where there is a conflict between these Development Regulations and the City’s
Zoning Ordinance these Development Regulations shall prevail and control.
b. Where these Development Regulations may be silent, the General Development
Plan shall prevail and control.
c. Where these Development Regulations and the General Development Plan are
silent, the City’s Unified Development Code shall prevail and control.
5. Terms that are not defined in these Development Regulations shall have the meanings
ascribed to such terms in the City of Anna’s Zoning Ordinance of the Development
Agreement, as applicable. When there is a conflict between the City’s Zoning Ordinance
and the Development Agreement, the Development Agreement shall control.
6. Maximum number of single-family residential units shall be as follows:
a. Maximum number of Residential Bungalows (SFD-Bungalow): 140 units
b. Maximum number of Urban Residential (THA): 80 units
c. Maximum number of Urban Residential (THB): 160 Units
d. Maximum number of Urban Cottages (SFA-Cottage): 110 units
7. Lot size shall be mixed in each area to provide additional options and character to
community.
8. Fencing
a. All fences on the portion(s) of a residential lot adjacent to an open space/common
area lot(s), with the exception of lots facing and/or siding to the required
Homeowner’s Association (HOA) lots adjacent to major/minor thoroughfares and
internal primary entrance roadways, shall be ornamental iron fences such as
wrought iron or tubular steel.
b. Fences constructed between residences may be wood.
c. All wood privacy fencing between residences shall be at least six feet in height.
Wood fencing shall be stained and sealed.
d. Plastic and chain-link fencing is prohibited.
e. Wood fencing of a uniform design shall be constructed along the rear or side lot
lines to single-family homes that are adjacent to HOA common area lots.
9. A minimum of 15-foot-wide common area “east-west” tract with an associated minimum
10-foot wide sidewalk shall be owned and maintained by the HOA on the south side of
the “Bungalows” connecting from Ferguson Road east to Bryant Elementary School.
Exhibit C.
10. Private Amenities:
a. The “Nature Area” shall be the centerpiece of the development. The intent is to
designate a non-disturbance area to promote the natural flora and fauna of the
area. This area will have some limited accessibility but is mostly reserved for
passive enjoyment.
b. The “Nature Pond” will serve two purpose: drainage and contextually sensitive
nature area. The overall development’s detention requirements shall be focused
in this location. The detention pond will be designed as a “wet pond” with a
calculated “free board” detention function. A hiking trail and lookouts shall be
incorporated into the design of the pond.
c. There will be a dedicated “School Trail Route” which provides a safe yet direct
route for elementary aged students (Section 9 above). The dedicated path is
intended to encourage students to walk to the Bryant Elementary School and
reducing local vehicle trips. This route shall include:
i. Dedicated hike-bike trail 10’ concrete sidewalk
ii. Canopy trees and landscaping
iii. Decorative Benches
iv. Decorative Trash receptacles
d. A private “Amenity Center” facility shall be provided as part of the development.
The Amenity Center facility shall include, at a minimum, the following:
i. Swimming Pool
ii. Restrooms
iii. Picnic area
e. All plans and specifications for the construction of such amenities and
improvements must be reviewed and approved by the Director of Development
Services or applicable designee. Developer shall receive credits against Parkland
Dedication Fees as set forth in the Development Agreement. Given the open
space and amenities provided, no Parkland Dedication shall be due.
f. All sidewalks and barrier free ramps (BFR’s) shall be in accordance with the City
of Anna Development Regulations and be ADA compliant.
11. Infrastructure Improvements:
a. As shown on the General Development Plan (Exhibit C), the north-south right-
of-way (ROW) (future Ferguson Parkway) that traverses between CR 371 through
the subject property to the northern “east-west” arterial which connects to US 75
shall be a minimum of eighty feet) (80) feet wide of ROW and be constructed as a
Minor Arterial. Exhibit D-1.
b. As shown on the General Development Plan (Exhibit C), the east-west right-of-
way (ROW) (future Road H) that traverses from the West Property Line to the
East Property line through the center of the property shall be a minimum of sixty
feet (60’) of ROW and be constructed as a residential collector. Exhibit D-2.
c. As shown on the General Development Plan (Exhibit C), the east-west right-of-
way (ROW) (future Street “S”) that traverses from the East Property line to future
Ferguson Road shall be a minimum of sixty feet (60’) of ROW and be constructed
as a residential collector. Exhibit D-3.
12. Private Improvements / Amenities:
a. There is an elementary school site immediately east of the subject property. The
School Trail Route shall be owned and maintained by the HOA on the south side
of the “Cottages” connecting from Ferguson Road east to Bryant Elementary
School. Exhibit C.
b. A nature trail around the detention pond along the western property line shall be
constructed by the Developer in an environmentally sensitive manner to allow for
access to the pond while minimizing impacts to the natural landscape.
c. A nature trail around the detention pond at the northeastern property line shall be
constructed by the Developer in an environmentally sensitive manner to allow for
access to the pond while minimizing impacts to the natural landscape.
d. The Developer shall construct and maintain, via the Homeowner’s Association, an
Amenity Center for the use and enjoyment of the residents of Bryant Park
Heights. Amenity Center shall include, but not limited to, a swimming pool,
restroom/changing facilities, picnic area and dedicated parking (including
handicapped parking).
e. Developer shall construct and maintain, via the Homeowner’s Association,
various pocket parks and pet areas along the eastern property adjacent and in
conjunction with the SFA- Cottage homes.
f. The Developer shall construct and maintain, via the Homeowner’s Association,
forty (40) additional guest parking spaces along the eastern property adjacent and
in conjunction with the SFA-Cottage homes.
ARTICE 9.04 ZONING ORDINANCE
1. Sec. 9.04.004 Definitions
2. Sec. 9.04.042 Site Design Requirements
a. No Change
b. No Change
c. Single-Family and Two-Family Residential Standards
1) Building Articulation – At least four facade articulation techniques
are required on each single-family or two-family dwelling to add
variety and interest to a building. The following features are a partial
list of acceptable techniques of exterior articulation, but others may
also be proposed or utilized as part of a specific set of architectural
designs plans. Exhibit I provides (for illustration purposes only)
architectural styles proposed for the subject property.
A. One of the following:
•A base course or plinth course;
•Banding, moldings, or stringcourses;
•Quoins;
•Oriels;
•Cornices;
•Arches;
•Balconies;
•Brackets;
•Shutters;
•Keystones;
•Dormers; or
•Louvers as part of the exterior wall construction.
(Quoins and banding shall wrap around the corner of
the structure for at least two feet.)
B. Horizontal banding continues the length of the wall that faces a
street or other similar highly visible areas.
C. Front Porch of at least 20 square feet.
D. No Change
E. No Change
2) Roof Treatment. No change
3) Fenestration. No change.
4) Garages. On front entry garages, the face of a garage shall not:
A. No Change
B. Be over 80% of the total frontage width of a dwelling. Porches
or columns are not considered part of the front elevation of the
primary living area.
5) House Repetition.
A. Within residential development, single-family and two-family
dwellings with substantially identical exterior elevations can
only repeat every four (4) lots when fronting the same right-of-
way including both sides of the street.
B. No Changes
d. Multi-family Residential Standards. No change
e. Townhome Unit and Single-Unit or Duplex Unit Park Standards.
1) Building Articulation. No change.
A. No Change.
B. No Change.
C. Front porch of at least 24 square feet.
D. The installation of at least one (1) coach lights.
E. No Change
2) No Change.
3) No Change
4) No Change
5) Unit Repetition
A. Single Family Attached Townhomes on which each
unit of a multi-unit building is located upon an
individually platted lot creates a unique design
challenge and opportunity.
B. Each Townhome Building shall have a maximum of 4
attached units on individually platted lots.
C. The “end lots” for each multi-unit building shall have a
sufficient side yard setback to provide a ten-foot (10’)
building separation from the adjacent Townhome
Building or to provide adequate site visibility at the
intersection of two streets if the end unit is at the end of
a block.
D. Each Townhome Building shall have a comprehensive
and cohesive architectural form in terms of color palette
and articulation features as defined herein.
E. No two individual but adjacent 4-Pack (or smaller)
buildings shall be designed with substantially identical
exterior elevations.
F. The SFA-Cottages shall be exempt from any
prohibition on repetition since this unit type faces a
common landscaped courtyard and not a right-of-way,
fire lane, or easement. The SFA-Cottages have a siding
condition to the right-of-way.
3. Sec. 9.04.029 Residential Use-Specific Standards
a. No Change
b. No Change
c. No Change.
d. Townhome Unit and Single-Unit or Duplex Unit Park
i. No Change
ii. No Change
iii. A Townhome Unit or Single-Unit or Duplex Unit Park shall provide
the required amount of useable open space, per Table 21: Townhome
Unit or Single-Unit or Duplex Unit Park Open Space Below.
Number of Bedrooms Size
1 or less 300 square feet
Each additional bedroom over 1 300 square feet
4. ZONING DISRICT AREA REGULATIONS
Each lot type shall be developed in accordance with the area regulations contained in
Table 1 below:
SFD-Bungalow SFA-Cottage TH A TH B
Maximum Height (feet)35 35 35 35
Side Yard, Interior (feet)5 0 0 0
Side Yard, Corner Lot,
Street Side (feet)
10 10 10 10
Rear Yard (feet) from ROW 15 20 20 20
Rear Yard (feet) from fire lane /
first floor
15 20 20 20
Rear Yard (feet) from fire lane /
upper floors
15 15 15 15
Front Yard (feet)20 10 10 10
Lot Area (square feet)4000 2100 2000 2200
Min. Lot Width (feet)40 24 24 24
Min. Lot Depth (feet)90 80 80 85
Max. Lot Coverage (%)55%70% 75% 70%
Minimum Building Size
(square feet)
2000 2000 2000 2000
Maximum Building Size
(square feet)
3600 2800 2800 3000
Min Masonry (%)50 25 25 25
5. Sec. 9.04.045 Landscaping
1) No Change
2) No Change
3) No Change
4) Residential Development
A. No Change
i. No Change
ii. No Change
iii. No Change
iv. The following minimum standards apply as established in Table 27:
Residential Planting Requirements. An applicant shall choose one of
the three planting options. An applicant may plant the required
canopy trees, ornamental trees, or a combination of canopy and
ornamental trees specified in Table 27: Residential Planting
Requirements.
a) For the Urban Cottage Lots, the number of trees shall
be calculated as per Table 27; however, the final tree
planting shall be consistent with the Landscape Plan
submitted by the Developer. The ultimate location and
planting of the required number of trees shall be used to
highlight the landscape courtyards, paseos, urban
garden niches and other related areas. A conceptual
landscape plan for the entire site shall be submitted
with the first Preliminary Plat.
b) The Landscape Plan for the area surrounding the Urban
Cottages may also incorporate some of the required
trees as indicated in Table 27 into the streetscape /
landscape buffers / landscape setbacks / tree planting
areas along the adjacent local street.
c) Minor modifications: The Director of Development
Services or his/her designee is authorized to
administratively approve modifications to landscaping
requirements necessitated by conflicting requirements
for public or franchise utilities or drainage
improvements.
PROPOSED 120' R.O.W.
MAJOR ARTERIAL
FERGUSON PARKWAY80' R.O.W."OPEN SPACE
NATURE SPACE"
"COTTAGE PARK
DOG PARK"
"COTTAGE PARK
DOG PARK"
"DEDICATED HIKE-BIKE
TRAIL / PEDESTRIAN
ACCESS TO SCHOOL"
"OPEN SPACE
NATURE SPACE"
"COMMUNITY
POND"
"AMENITY CENTER"EXISTING CR 371 TO BE ABANDONED ON THE WESTSIDE OF SUBJECT PROPERTY SOUTH OF STREET I30' RIGHT-OF-WAY DEDICATION FOR CR 371
MANTUA PARKWAY
PLANNED 120' RIGHT-OF-WAY
FEMA 100-YR
FLOOD PLAIN 1234561110987121314151617181920212223242526272829303132331110987654321432424140393837363534333231302928272625242322212019181716151413121110987654311234567891012422332242152061971881791610151114121312345789131415161718192021222324252627282930313233343536373839404142444546474849505164323453463373283193010291128122713261425152416231722212011234567812345678910STREET A
STREET BSTREET DSTREET DSTREET E
STREET FSTREET HSTREET G
STREET J
STREET KSTREET LSTREET MSTREET NSTREET P
STREET R
STREET Q
STREET TSTREET S
ALLEY A
ALLEY B
ALLEY C
ALLEY DALLEY EALLEY FSTREET O AACBDDEEFFFFGGHHII43214321432143214321432143214321432143214321432143214321432143214321432143214321432143214321432143214321STREET C22212019181716151413122322212019181716151413241110987654321121011125253545556585960611918234534633732831930102911281227132614251524162317222120119182345346337328319301029112812271326142515241623172221201191812345STREET I
50' R.O.W.
MANTUA PARKWAY
PLANNED 120' RIGHT-OF-WAY
FERGUSON PARKWAY80' RIGHT-OF-WAY626364STREET HSTREET TPHASE 2
102 - TH-B
64 - BUNGALOWS
PHASE 1
70 - TH-A
43 - TH-B
43 - BUNGALOWS
PHASE 3
104 - COTTAGES
23 - BUNGALOWS
Master Planning
Civil Engineering
Land Development
210 Adriatic Parkway, Suite 200
McKinney, TX 75072
Tel 469 424 5900
thesanchezgroup.biz
Certificate of Registration No. F-8665
City Park
Heights East
ANNA, TEXAS
LEGEND
SFD - BUNGALOWS
40' X 100'
TOWNHOMES - TH-A
24' x 100'
TOWNHOMES - TH-B
24 X 85' MIN.
130
70
145
COTTAGES
24' X 92'104
EXHIBIT: "C-GENERAL DEVELOPMENT PLAN"
SITE DATA TABLE
AMENITY CENTER 4,230 SQ. FT.
OPEN SPACE ±15.9 AC.
ENLARGED HIKE-BIKE
SCALE: N.T.S.
CR 371 STATE HWY
5STATE HWY 75ROSAMOND PKWY
SUBJECT
TRACT
LOCATION MAP
SCALE: NTS
Master Planning
Civil Engineering
Land Development
210 Adriatic Parkway, Suite 200
McKinney, TX 75072
Tel 469 424 5900
thesanchezgroup.biz
Certificate of Registration No. F-8665
SCALE 1:300
EXHIBIT: "D-1 ROADWAY DEDICATION
FERGUSON PARKWAY"
S 88°27'42" E 1636.24'S 01°39'52" W 676.15'S 01°38'41" W 1611.78'N 00°29'33" E 1890.69'N 89°18'17" W 1601.69'COUNTY ROAD 371COUNTY ROAD 371N 02°07'06" E 421.14'8" PVC WTR.
8" PVC WTR.
8" PVC WTR.
8" PVC WTR.
8" PVC WTR.8" PVC WTR.
8" PVC WTR.
8" PVC WTR.
8" PVC WTR.
8" PVC WTR.
8" PVC WTR.8" PVC WTR.8" PVC WTR.8" PVC WTR.8" PVC WTR.8" PVC WTR.8" PVC WTR.8" PVC WTR.8" PVC WTR.8" SDR-35 S.S.
8" SDR-35 S.S.8" SDR-35 S.S.
8" SDR-35 S.S.8" SDR-35 S.S.
8" SDR-35 S.S.
8" SDR-35 S.S.
8" SDR-35 S.S.8" SDR-35 S.S.8" SDR-35 S.S.8" SDR-35 S.S.8" SDR-35 S.S.8" SDR-35 S.S.8" SDR-35 S.S.FHFHFHFHFHFHFHFHFHFHFHFHSSMHSSMHSSMHSSMHSSMHSSMHSSMHSSMHSSMHSSMHSSMHSSMHSSMHSSMHSSMHSSMHSSMHSSMHSSMHSSMHSSMH8" SDR-35 S.S.8" SDR-35 S.S.SSMHSSMHSSMH8" PVC WTR.
FERGUSON PARKWAY
80' RIGHT-OF-WAY
1234561110987121314151617181920212223242526272829303132331110987654321432424140393837363534333231302928272625242322212019181716151413121110987654311234567891012422332242152061971881791610151114121312345789131415161718192021222324252627282930313233343536373839404142444546474849505164323453463373283193010291128122713261425152416231722212011234567812345678910STREET A
STREET BSTREET DSTREET DSTREET E
STREET FSTREET HSTREET G
STREET J
STREET KSTREET LSTREET MSTREET NSTREET P
STREET R
STREET Q
STREET TSTREET S
ALLEY A
ALLEY B
ALLEY C
ALLEY DALLEY EALLEY FSTREET O AACBDDEEFFFFGGHHII43214321432143214321432143214321432143214321432143214321432143214321432143214321432143214321432143214321STREET C22212019181716151413122322212019181716151413241110987654321121011125253545556585960611918234534633732831930102911281227132614251524162317222120119182345346337328319301029112812271326142515241623172221201191812345STREET I
50' R.O.W.60'MANTUA PARKWAY
PLANNED 120' RIGHT-OF-WAYFERGUSON PARKWAY80' RIGHT-OF-WAYFERGUSON PARKWAY80' RIGHT-OF-WAYFERGUSON PARKWAY80' RIGHT-OF-WAY626364STREET HSTREET T
12STREET Q
STREET T432143214321432143214321432143211234560'MANTUA PARKWAY
PLANNED 120' RIGHT-OF-WAYFERGUSON PARKWAY80' RIGHT-OF-WAYMaster Planning
Civil Engineering
Land Development
210 Adriatic Parkway, Suite 200
McKinney, TX 75072
Tel 469 424 5900
thesanchezgroup.biz
Certificate of Registration No. F-8665
SCALE 1:100
EXHIBIT: "D-2 ROADWAY DEDICATION
MANTUA PARKWAY"
This single-family home exudes a harmonious blend of classic charm
and modern aesthetics, stretching comfortably across a 30-foot
width. Its design is steeped in the modern farmhouse style, which is
characterized by a warm and inviting atmosphere that brings to mind
the simplicity and comfort of rural living combined with
contemporary elements.
The lower portion of the exterior walls is adorned with stone
wainscot, providing a sturdy and timeless foundation that adds
texture and depth to the facade. This natural stone element not only
enhances the home's curb appeal but also acts as a durable
protective layer.
Above the stone wainscot, the home features vertical board and
batten siding, a hallmark of farmhouse design. This siding choice
contributes a rustic yet clean-lined look that's both visually striking
and understated. The vertical lines of the board and batten add
height and elegance to the home's profile.
Adding to the home's distinct character, window shutters flank the
windows, offering a traditional touch as well as practical benefits.
These shutters can provide privacy, control over natural lighting, and
protection against the elements, while also contributing to the
overall aesthetic with their color and style.
A standout feature of this residence is the metal roof that crowns the
garage. The sleek and durable metal roof not only provides long-
lasting protection but also complements the modern farmhouse
theme with its industrial flair. The contrast between the metal roof
and the more traditional elements of the home creates a visually
appealing dynamic that's both fresh and familiar.
Overall, this 30-foot wide single-family home balances the pastoral
allure of farmhouse design with modern sensibilities, resulting in a
living space that's as stylish as it is welcoming. The combination of
stone, metal, and wood materials along with the functional shutters
provides a multi-textured appearance that's both grounded in
tradition and aligned with contemporary trends.
Exhibit I: Architectural Style (for illustration purposes only)
This 30-foot wide single-family home is a beautiful representation of
transitional architecture, where the warmth of traditional design
meets the clean lines of contemporary style. The facade features a
handsome brick exterior, providing a classic and durable base with a
timeless appeal. The brickwork adds depth and character to the
home, setting the stage for a blend of styles that complement the
overall design.
A subtle transition to stucco at the second floor introduces a modern
touch, offering a smooth and refined contrast to the textured brick.
This stucco band encapsulates the transitional nature of the home,
seamlessly integrating the traditional lower facade with the
contemporary elements above, without overwhelming the design.
The residence is crowned with a high-pitched gable roof that gives
the home an impressive profile and a sense of grandeur. This
architectural choice not only adds to the visual interest but also
allows for a spacious interior with high ceilings. The steep slopes of
the gable roof create an inviting aesthetic reminiscent of classic
homes, yet the execution remains clean and modern.
A metal awning over the front door provides a sleek and functional
accent, protecting visitors from the elements while adding a
contemporary edge. Headers over the windows and the garage door
further enhance the home's elegance, framing these features with a
touch of sophistication that unifies the transitional theme. The
combination of these elements—brick, stucco, and metal—results in
a cohesive and attractive home that bridges the past and present
with style and grace.
Exhibit I: Architectural Style (for illustration purposes only)
This 30-foot wide single-family home artfully embodies the Modern
Prairie style, characterized by horizontal lines and a connection to
the earth. A significant design feature is the high brick watertable
that reaches past the second floor, grounding the home with a
substantial and textured presence. The warm brickwork provides a
nod to the natural elements that are central to Prairie architecture.
Above, a metal awning roof shelters the front door, introducing a
modern element that contrasts with the traditional brick. This sleek
canopy not only serves a practical function but also enhances the
home's contemporary aesthetic. A header over the garage door adds
a refined touch, contrasting the rustic brick with its polished finish.
The second floor is clad in horizontal siding, maintaining the home's
linear motif and contributing to the modern interpretation of the
Prairie style. This feature lightens the visual weight of the brick and
complements the home's broad, hipped roof, which completes the
design with a sense of enclosure and protection.
The overall effect is a harmonious blend of the Prairie School's
organic influence with modern design elements. The high brick
watertable, metal awning, brick accents, and horizontal siding come
together to create a residence that is both rooted in tradition and
refreshingly contemporary, offering a serene and stylish place to call
home.
Exhibit I: Architectural Style (for illustration purposes only)
This 4-unit townhouse development elegantly combines modern farmhouse style with urban practicality. The lower exterior features a dual wainscot of stone and brick, providing not only a durable base but also a
rich, textural contrast that is both visually striking and reminiscent of classic farmhouse architecture.
Metal awnings over the first floor windows and doors introduce an industrial element, offering weather protection while complementing the vertical board and bat ten siding above. This siding choice, with its clean
vertical lines, adds a contemporary twist to the traditional aesthetic and draws the eye upward to the second story.
The second floor is adorned with window shutters, enhancing the farmhouse charm and providing residents with additional priva cy and control over their home's natural lighting. The shutters balance form and
function, adding to the townhouse's rustic yet refined appearance.
Topping off the design are the metal roof dormers, which not only add architectural interest to the roofline but also invite ample daylight into the upper living spaces. These dormers reflect the metal details below,
tying together the modern and traditional elements into a cohesive and inviting residential development.
Exhibit I: Architectural Style (for illustration purposes only)
Exhibit I: Architectural Style (for illustration purposes only)
This architecturally distinct 4-unit townhouse exemplifies the Modern Prairie style with its strong horizontal lines and integration of natural materials. A defining feature is the high brick watertable that extends
past the second floor, creating a visual anchor and adding a layer of texture and warmth. The brick's rich earth tones and du rability pay homage to the organic foundations of Prairie design while providing a
modern, urban edge.
The end units boast a striking metal roof, adding an industrial yet sleek counterpoint to the traditional brick below. This m etallic element not only reinforces the townhouse's contemporary credentials but also
provides a durable and weather-resistant covering. Central to the front elevation, a metal canopy stretches over the first -floor windows and the center front entry doors, offering both shelter and a touch of
modern sophistication.
Above the brick watertable, the second floor features horizontal siding, reinforcing the horizontal emphasis typical of Prairie architecture and contri buting to the building's streamlined appearance. This choice of
siding balances the solidity of the brick with a lighter, more modern material that complements the overall design narrative.
A gently sloping hipped roof caps the townhouses, mirroring the broad, flat expanses of the Prairie landscape and contributin g to the sense of horizontality that is key to this architectural style. The roof's
overhanging eaves extend beyond the walls, providing protection from the elements and emphasizing the clean, geometric lines that are characteristic of the Modern Prairie aesthetic.
Exhibit I: Architectural Style (for illustration purposes only)
This 30-foot wide single-family home stands as a striking example of transitional architecture, effortlessly blending the timeless appeal of traditional materials with the streamlined aesthetics of contemporary
design. The facade is distinguished by richly textured brickwork, imbuing the structure with depth and enduring charm. This c lassic foundation is elegantly juxtaposed with a modern touch of stucco at the second
floor, creating a refined contrast that highlights the home's layered design.
Atop the home, high-pitched gable roofs command attention, their steep slopes adding a dramatic element to the home's silhouette . These roofs not only enhance the structure's visual appeal but also contribute
to a spacious interior, allowing for vaulted ceilings and ample natural light. The prominence of the high -pitched gable roofs is a nod to traditional architecture, yet their clean, sharp lines resonate with modern
sensibilities.
A contemporary metal awning over the front door adds a practical yet stylish feature, offering shelter with a minimalist flai r. Complementing this, headers above the windows and garage door inject an element of
sophistication, framing these openings with precision and elegance. These details, when combined with the distinct transition from brick to stucco and the striking gable roofs, culminate in a home that embodies
the essence of transitional style—harmoniously fusing the old with the new.
Item No. 6.e.
City Council Agenda
Staff Report
Meeting Date:12/17/2024
Staff Contact:Lauren Mecke
AGENDA ITEM:
Consider/Discuss/Action on a Resolution approving a Service Plan Agreement for
municipal services for 204.3± acres of land located at the southwest corner of County
Road 285 and County Road 827 in accordance with the City Park Heights West,
Development Agreement (Res. No. 2024-04-1615) (ANX 24-0003). (Planning Manager
Lauren Mecke)
SUMMARY:
Anna 204 Partners, L.P. has submitted a petition to annex 204.3± acres of land. The
Service Plan Agreement is required by state law prior to approval of annexation.
The applicant’s annexation request and zoning request is on this agenda.
FINANCIAL IMPACT:
This item has no direct financial impact. However, annexation of the property will make
it subject to City of Anna property taxes. Properties located in the Extraterritorial
Jurisdiction (ETJ) are not taxed by the City.
BACKGROUND:
History
April 1, 2024 - Work Session presentation to the Planning & Zoning Commission.
April 23, 2024 - City Council approved a Pre-Annexation Development Agreement on
(Resolution No. 2024-04-1615).
November 4, 2024 - Planning & Zoning Commission recommended approval of the
request to zone the property to Planned Development in accordance with the City Park
Heights West, Development Agreement (Resolution No. 2024-04-1615).
State Law
Section 43.0671 of the Texas Local Government Code authorizes a municipality to
extend the boundaries of the municipality and annex areas by request of the owner(s) of
the area(s). This conditional written agreement regarding municipal services is in
accordance with Texas Local Government Code § 43.0672.
STRATEGIC CONNECTIONS:
This item supports the City of Anna Strategic Plan, specifically advancing the strategic
outcome area: Unique.
ATTACHMENTS:
1.Resolution - City Park Heights West (ANX 24-0004)
2.Exhibit A Service Plan Agreement - City Park Heights West (ANX 24-0004)
City of Anna, Texas Resolution No. ____________ Page 1 of 2
CITY OF ANNA, TEXAS
RESOLUTION NO. ___________
A RESOLUTION ADOPTING A CONDITIONAL AGREEMENT REGARDING
SERVICES RELATED TO ANNEXATION OF A 202.30± ACRE TRACT OF LAND
WHEREAS, Chapter 43 of the Texas Local Government Code authorizes the annexation of
territory, subject to the laws of this state; and
WHEREAS, the City of Anna, Texas (the “City”) is a Texas home-rule municipality; and
WHEREAS, Section 43.0671 of the Texas Local Government Code authorizes a municipality to
extend the boundaries of the municipality and annex areas by request of the owner(s) of the areas;
and
WHEREAS, on or about October 9, 2024, the respective owners submitted a written request to
the City for annexation of a tract of land into the corporate limits of the City (the “Annexation
Tract”); and
WHEREAS, the Annexation Tract is a 202.3± acre tract of land situated in H.T. Chenoweth
Survey, Abstract No. 158, in Collin County, Texas, same being called 204.371 acre tract of land
conveyed to Twin Rivers Estates, LLC, a Texas Limited Liability Company, by deed recorded in
Document No. 20080229000243760, Official Public Records, Collin County, Texas; and
WHEREAS, the owners of the Annexation Tract have executed a conditional written agreement
regarding municipal services to be provided by the City in accordance with Texas Local
Government Code § 43.0672 (the “Conditional Agreement”) and said agreement is as set forth in
EXHIBIT A, attached hereto; and
WHEREAS, the Conditional Agreement is conditioned on the City of Anna City Council (the
“City Council”) adopting an ordinance annexing the Annexation Tract described above on or
before the 17th day of December 2024 and if the City Council does not adopt such ordinances on
or before said date then the Conditional Agreement shall be null and void in its entirety; and
WHEREAS, the City desires to adopt and enter into the Conditional Agreement; provided,
however, that the Conditional Agreement shall not require the City Council to annex the
Annexation Tract;
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF CITY OF ANNA,
TEXAS:
SECTION 1. The recitals set forth above are hereby incorporated in this resolution as if set forth
in full for all purposes.
SECTION 2. The City Council hereby approves and enters into the Conditional Agreement and
authorizes the City Manager to execute said agreement on behalf of the City.
City of Anna, Texas Resolution No. ____________ Page 2 of 2
SECTION 3. This resolution shall become effective immediately upon the date and time of its
adoption and it is accordingly so resolved.
PASSED, APPROVED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF ANNA,
TEXAS, THIS THE 17TH DAY OF DECEMBER 2024.
CITY OF ANNA, TEXAS
___________________________________
PETE CAIN
MAYOR
ATTEST:
_______________________________________
CARRIE L. LAND
CITY SECRETARY
Page 1 of 5
AGREEMENT REGARDING SERVICES
This Agreement Regarding Services (this “Agreement” or “Service Plan”) is entered into
this 17th day of December, 2024 by and between Anna 204 Partners, LP and the City of
Anna, Texas a home rule municipality.
SUBJECT PROPERTY
The real property that is the subject of this Service Plan is described as follows:
City Park Heights West. 202.3± acres at the southwest corner of County Road 285 and
County Road 827
AGREEMENT CONDITIONED ON ANNEXATION
This Agreement is conditioned on the City of Anna City Council adopting an ordinance
annexing the Subject Property described above. Nothing in this Agreement shall require
the City Council to annex the Subject Property.
POLICE PROTECTION
On the effective date of annexation, the City of Anna, Texas and its Police Department
will provide police protection to the newly annexed area at the same or similar level of
service now being provided to other areas of the City of Anna, Texas with similar
topography, land use, and population density within the newly annexed area.
FIRE PROTECTION
On the effective date of annexation, the City of Anna, Texas and its Fire Department will
provide fire protection to the newly annexed area at the same or similar level of service
now being provided to other areas of the City of Anna, Texas with similar topography,
land use, and population density within the newly annexed area.
EMERGENCY MEDICAL SERVICES
On the effective date of annexation, the City of Anna, Texas will provide emergency
medical services to the newly annexed area at the same or similar level of service now
being provided to other areas of the City of Anna, Texas with similar topography, land
use, and population density within the newly annexed area.
Page 2 of 5
SOLID WASTE COLLECTION
On the effective date of annexation, the City of Anna, Texas, through its contract with
CARDS Dallas, Inc. or another service provider, will provide solid waste collection to
residents and businesses in the newly annexed area (to the extent that the service
provider has access to the area to be serviced) at the same or similar level of service now
being provided to other areas of the City of Anna, Texas with similar topography, land
use, and population density within the newly annexed area. Such service will be provided
in accordance with existing City policies and Ordinances, and only upon payment of any
required deposits and the agreement to pay lawful service fees and charges for solid
waste collection. Solid waste collection through a subscription with the City’s solid waste
franchisee is mandatory for City of Anna residents and businesses operating within the
city limits unless provided for otherwise by ordinance.
WATER AND WASTEWATER FACILITIES
On the effective date of annexation, any and all water or wastewater facilities owned by
the City of Anna, Texas at the time of annexation shall be maintained and operated by
the City of Anna, Texas. Of such facilities, the City will maintain the main water
transmission and wastewater collection lines. All water and wastewater service lines from
the building to the easement or right-of-way line, shall be maintained by the property
owner served by the service connection.
Residents and owners of property in newly annexed areas that are located within the
City’s water or wastewater CCN will be offered water and wastewater service in
accordance with City policies and ordinances in existence at the time of annexation or as
may be amended from time-to-time by the City Council. Generally, these ordinances
state that the landowner or customer must bear the cost of construction of water and
wastewater system facilities to a point where suitable connection to the existing system
can be made and service to the customer can be provided. All water and wastewater
facilities designed to connect to the City’s existing system must be approved by the City
and meet all City zoning, subdivision, and other development ordinances and
requirements.
ROADS AND STREETS
On the effective date of annexation, any and all existing public roads or streets in the
newly annexed area which have been dedicated to Collin County, Texas or to the City of
Anna, Texas, or which are owned by the City of Anna, Texas shall be maintained to the
same degree and extent that other roads and streets are maintained in areas of the City
with similar topography land use and population density. Specific maintenance activities
are determined by available funding and the need for maintenance as determined by the
City. The City is not obligated to maintain any portion of a private road or street. Any and
all lighting of roads and streets which may be positioned in a public right of way, roadway
or utility company easement shall be maintained by the applicable utility company
Page 3 of 5
servicing that area of the City of Anna, Texas pursuant to the rules regulations and fees
of such utility.
An owner of land within the newly annexed area that desires to develop said property will
be required pursuant to the ordinances of the City of Anna, Texas to provide internal and
peripheral streets and to construct those streets in accordance with the specifications
required by the City of Anna, Texas.
PARKS PLAYGROUNDS AND SWIMMING POOLS OR ANY
OTHER PUBLICLY OWNED FACILITY BUILDING OR SERVICE
The City Council of the City of Anna, Texas is not aware of the existence of any public
parks, public playgrounds, public swimming pools, or any other publicly owned facility,
building or service now located in the area proposed for annexation. In the event any
such parks, playgrounds, swimming pools, or any other public facilities, buildings or
services do exist and are public facilities, the City of Anna, Texas will maintain such areas
upon annexation to the same extent and degree that it maintains public parks, public
playgrounds, public swimming pools, other public facilities buildings or services and other
similar areas of the City now incorporated in the City of Anna, Texas.
To the extent that it becomes necessary because of development demands population
growth or a bona fide need, the City Council of the City of Anna, Texas will undertake to
provide any such facility which it deems necessary to adequately provide for the health
and safety of the citizens of the newly incorporated area based upon the standard
considerations of topography, land use and population density.
OTHER MUNICIPAL SERVICES
Following annexation by the City of Anna, Texas, the City will provide code enforcement,
planning, and animal control services to the newly annexed area, to the extent such
services are funded in the annual budget and provided by the City within its full-purpose
boundaries. In addition, the City will provide other municipal services that the City may
from time to time provide to other similarly situated areas within the City’s corporate limits.
The services referenced in this paragraph will be provided to the newly annexed area at
the same or similar level of service now being provided to other areas of the City of Anna,
Texas with similar topography, land use, and population density within the newly annexed
area.
CONSTRUCTION OF CAPITAL IMPROVEMENTS
The City Council of the City of Anna, Texas finds and determines it may be necessary to
acquire or construct specific capital improvements for the purposes of providing full
municipal services to the newly annexed area. These capital improvements shall be
constructed as part of the development of the property and may be eligible for impact fee
reimbursement. Subject to the foregoing, the City Council finds and determines that it has
Page 4 of 5
at the present time adequate facilities to provide the same type, kind and level of service
which exists in and is presently being administered to other areas already incorporated in
the City of Anna, Texas with the same or similar topography, land use and population
density.
SPECIFIC FINDINGS
The City Council of the City of Anna, Texas finds and determines that this Service Plan
will not provide any fewer services and it will not provide a lower level of service in the
area proposed to be annexed than were in existence in the proposed area at the time
immediately preceding the annexation process. Furthermore, the City Council of the City
of Anna, Texas finds and determines that the rural nature of the area is characteristically
different from other more highly developed areas within the corporate limits of the City of
Anna, Texas. Consequently because of the differing characteristics of topography, land
use, and population density the service levels which may ultimately be provided in the
newly annexed area may differ somewhat from services provided in other areas of the
City of Anna, Texas. These differences are specifically dictated because of differing
characteristics of the property. The City of Anna, Texas will undertake to perform
consistent with this contract so as to provide this newly annexed area with the same type,
kind and quality of service presently enjoyed by the citizens of the City of Anna, Texas
who reside in areas of similar topography, land use and population density.
AMENDMENTS
This Service Plan may be amended if the City Council determines at a public hearing that
changed conditions or subsequent occurrences make this Service Plan unworkable or
obsolete. The City Council may amend the Service Plan to conform to the changed
conditions or subsequent occurrences pursuant to Texas Local Government Code,
Section 43.056.
Page 5 of 5
Owner:
Anna 204 Partners LP,
a Texas Foreign Limited Partnership
By: Anna 204 Partners LP,
a Texas Foreign Limited Partnership
Its President
By: ____________________________
Name: Chris Zeppa
Title: President
STATE OF TEXAS §
§
COUNTY OF DALLAS §
This instrument was acknowledged before me on the _____ day of ________________,
2024 by Chris Zeppa as President of Anna 204 Partners, LP on behalf of said company.
_____________________________
Notary Public, State of Texas
City of Anna:
By:
Name: Ryan Henderson
Title: City Manager
IN WITNESS WHEROF:
STATE OF TEXAS §
§
COUNTY OF COLLIN §
This instrument was acknowledged before me on the ___ day of ________, 2024, by
Ryan Henderson as representative of the City of Anna.
Notary Public, State of Texas
[SEAL]
Item No. 6.f.
City Council Agenda
Staff Report
Meeting Date:12/17/2024
Staff Contact:Lauren Mecke
AGENDA ITEM:
Conduct a Public Hearing/Consider/Discuss/Action on an Ordinance to annex 202.3±
acres of land located at the southwest corner of County Road 285 and County Road
827 in accordance with the City Park Heights West, Development Agreement (Res. No.
2024-04-1615) (ANX 24-0003). (Planning Manager Lauren Mecke)
SUMMARY:
Anna 204 Partners, L.P. has submitted a petition to annex 202.3± acres of land in
accordance with the Pre-Annexation Development Agreement (Res. No. 2024-04-
1615).
The applicant’s request to enter into a Service Plan Agreement and zoning request are
on this agenda
FINANCIAL IMPACT:
This item has no direct financial impact. However, annexation of the property will make
it subject to City of Anna property taxes. Properties located in the Extraterritorial
Jurisdiction (ETJ) are not taxed by the City.
BACKGROUND:
History
April 1, 2024 - Work Session presentation to the Planning & Zoning Commission.
April 23, 2024 - City Council approved a Pre-Annexation Development Agreement on
(Resolution No. 2024-04-1615).
November 4, 2024 - Planning & Zoning Commission recommended approval of the
request to zone the property to Planned Development in accordance with the City Park
Heights West, Development Agreement (Resolution No. 2024-04-1615).
Project Overview
The applicant is proposing 432 single family detached dwellings, 275 single family
attached dwellings, 58 Homeowners’ Association lots, two City parks, and a civic center
(fire station) lot.
State Law
Section 43.0671 of the Texas Local Government Code authorizes a municipality to
extend the boundaries of the municipality and annex areas by request of the owner(s) of
the area(s).
STRATEGIC CONNECTIONS:
This item supports the City of Anna Strategic Plan, specifically advancing the strategic
outcome area: Unique.
ATTACHMENTS:
1.City Park Heights West Annexation Locator Map
2.Ordinance - City Park Heights West (ANX 24-0004)
3.Exhibit A Legal Description - City Park Heights West (ANX 24-0004)
4.Exhibit B Service Plan Agreement - City Park Heights West (ANX 24-0004)
WILLIS LN COUNTYROAD937COUNTYROAD827WILLISOSBURNTRL
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COUNTY ROAD 286BOURLANDBNDPOLARISRDCHAMBERSVILLE RD
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October 2024
C:\Users\cbrooks\OneDrive - City of Anna\GIS\Notification Maps\Notification Maps\
City Park Heights West
Annexation (ANX 24-0003)
Inset Map
City of Anna, Texas Ordinance No. ____________ Page 1 of 2
CITY OF ANNA, TEXAS
ORDINANCE NO. _____________________
AN ORDINANCE ANNEXING THE HEREINAFTER DESCRIBED TERRITORY TO
THE CITY OF ANNA, COLLIN COUNTY, TEXAS, AND EXTENDING THE
BOUNDARY LIMITS OF SAID MUNICIPALITY SO AS TO INCLUDE SAID
HEREINAFTER DESCRIBED PROPERTY WITHIN SAID MUNICIPAL CORPORATE
LIMITS AND GRANTING TO ALL THE INHABITANTS OF SAID PROPERTY ALL
THE RIGHTS AND PRIVILEGES OF OTHER CITIZENS AND BINDING SAID
INHABITANTS BY ALL OF THE ACTS, ORDINANCES, RESOLUTIONS, AND
REGULATIONS OF SAID CITY AS SET FORTH HEREIN; PROVIDING A REPEALER
CLAUSE; PROVIDING A SEVERABILITY CLAUSE; AND PROVIDING AN
EFFECTIVE DATE.
WHEREAS, Chapter 43 of the Texas Local Government Code authorizes the annexation of
territory, subject to the laws of this state; and
WHEREAS, the City of Anna, Texas (the “City”) is a Texas home-rule municipality; and
WHEREAS, Section 43.0671 of the Texas Local Government Code authorizes a municipality to
extend the boundaries of the municipality and annex areas by request of the owner(s) of the areas;
and
WHEREAS, the procedures prescribed by the Texas Local Government Code and the laws of this
state have been duly followed with respect to the City’s annexation of following described
territory, to wit: a tract of land situated in H.T. Chenoweth Survey, Abstract No. 158, in Collin
County, Texas, same being called 204.371 acre tract of land conveyed to Twin Rivers Estates,
LLC, a Texas Limited Liability Company, by deed recorded in Document No.
20080229000243760, Official Public Records, Collin County, Texas; and
WHEREAS, the land being annexed under this ordinance (the “Annexation Tract”) is described
and depicted more specifically in EXHIBIT A, attached hereto; and
WHEREAS, the Annexation Tract is wholly located with the City’s extraterritorial jurisdiction;
and
WHEREAS, on or about October 9, 2024, the respective owner of the Annexation Tract submitted
a written request to the City for annexation of said tract into the corporate limits of the City and
the City and said owners have entered into a written agreement regarding municipal services to be
provided by the City in accordance with Texas Local Government Code § 43.0672 and said written
agreement is as set forth in EXHIBIT B, attached hereto; and
WHEREAS, the City timely published notice and held a public hearing on this annexation at a
duly noticed public meeting in accordance with the laws of this state;
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF
ANNA, TEXAS:
City of Anna, Texas Ordinance No. ____________ Page 2 of 2
SECTION 1. The recitals set forth above are hereby incorporated in this ordinance as if set forth
in full for all purposes.
SECTION 2. The Annexation Tract is hereby annexed into the corporate boundary limits of the
City of Anna, Collin County, Texas, and that said corporate boundary limits of the City of Anna
be and the same are hereby extended to include the above described territory within the corporate
limits of the City, and the same shall hereafter be included within the territorial limits of the City,
and the inhabitants thereof shall hereafter as set forth be entitled to all the rights and privileges of
other similarly situated citizens of the City of Anna and they shall be bound by the acts, ordinances,
resolutions, regulations and all other legal acts of said city.
SECTION 3. The official map and boundaries of the City of Anna are hereby amended and revised
so as to include the area annexed, and to reflect the expansion of the City's extraterritorial
jurisdiction resulting from such annexation and the City Manager is directed to take all actions
necessary to make said changes to the official boundary map of the City.
SECTION 4. The City Secretary is hereby directed to file a certified copy of this ordinance and
the amended official boundary map referenced in Section 3 with the with the County Clerk of
Collin, Texas and the Texas Comptroller’s Office.
SECTION 5. It is hereby declared to be the intention of the City Council that the phrases, clauses,
sentences, paragraphs and sections of this ordinance be severable, and if any phrase, clause,
sentence, paragraph or section of this ordinance shall be declared unconstitutional by the valid
judgment or decree of any court of competent jurisdiction, such unconstitutionality shall not affect
any of the remaining phrases, clauses, sentences, paragraphs or sections of this ordinance, and the
remainder of this ordinance shall be enforced as written.
SECTION 6. All ordinances and parts thereof in conflict herewith are hereby expressly repealed
insofar as they conflict herewith.
SECTION 7.This ordinance shall become effective immediately upon the date and time of its
adoption and it is accordingly so ordained.
PASSED, APPROVED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF ANNA,
TEXAS, THIS THE 17TH DAY OF DECEMBER 2024.
CITY OF ANNA, TEXAS
___________________________________
PETE CAIN, MAYOR
ATTEST:
_______________________________________
CARRIE L. LAND, CITY SECRETARY
Being a 202.30 acre tract of land situated in the H.T. Chenoweth Survey, Abstract No. 158, Collin County, Texas,
same being that called 204.371 acre tract of land conveyed to Twin Rivers Estates, LLC, a Texas Limited Liability
Company, by deed recorded in Document No. 20080229000243760, Official Public Records, Collin County, Texas,
and being more particularly described by metes and bounds as follows:
BEGINNING at a 1/2 inch iron rod found with a yellow cap stamped “RPLS 5686” for corner, said corner lying
along the East line of a tract of land conveyed to Clay Don Bourland and Brenda Sue Bourland, Co-Trustees of the
Bourland Family Trust, by deed recorded in Document No. 20211208002486000, Official Public Records, Collin
County, Texas, same being the Southwest corner of a tract of land conveyed to Joan Ardon Williamson, by deed
recorded in Document No. 19740125000016520, Official Public Records, Collin County, Texas;
THENCE South 89 degrees 03 minutes 43 seconds East, along the South line of said Joan Ardon Williamson tract, a
distance of 595.71 feet to a 1/2 inch iron rod found with a yellow cap stamped “RPLS 5686” for corner, said corner
being the Southeast corner of said Joan Ardon Williamson tract, same being the Southwest corner of a tract of land
conveyed to Kent Cornelius Stryker Williamson, by deed recorded in Document No. 20170721000962310, Official
Public Records, Collin County, Texas;
THENCE South 89 degrees 09 minutes 48 seconds East, along the South line of said Kent Cornelius Stryker
Williamson tract, a distance of 584.41 feet to a 1/2 inch iron rod found for corner, said corner being the Southeast
corner of said Kent Cornelius Stryker Williamson tract, same being the Southwest corner of a tract of land conveyed
to Joan Williamson Hunter and Kent C. Williamson, Co-Trustees of the Martha Littrell Williamson Revocable Trust,
by deed recorded in Document No. 20110701000684190, Official Public Records, Collin County, Texas;
THENCE South 89 degrees 04 minutes 09 seconds East, along the South line of said Martha Littrell Williamson
Revocable Trust tract, a distance of 593.94 feet to a 1/2 inch iron rod found for corner, said corner being the
Southeast corner of said Martha Littrell Williamson Revocable Trust tract, same being the Southwest corner of a
tract of land conveyed to Joan Williamson Hunter and Charles Michael Hunter, wife and husband, by deed recorded
in Document No. 20181116001420200, Official Public Records, Collin County, Texas;
THENCE South 89 degrees 12 minutes 26 seconds East, along the South line of said Hunter tract, a distance of
602.51 feet to a point for corner, said corner being the Southeast corner of said Hunter tract, same lying along the
centerline of County Road 285 (a public Right-of-Way), from which a 1/2 inch iron rod found bears South 87
degrees 46 minutes 27 seconds East, a distance of 8.70 feet for witness;
THENCE South 00 degrees 39 minutes 12 seconds West, along the West line of a tract of land conveyed to Verla
Sue Holland, a single woman, and Maurine Dickey, a married woman, as her sole and separate property, by deed
recorded in Document No. 95-0011069, Official Public Records, Collin County, Texas, a distance of 2,049.27 feet to
a 1/2 inch iron rod found for corner, said corner being the Southwest corner of said Holland/Dickey tract;
THENCE South 89 degrees 05 minutes 16 seconds East, along the South line of said Holland/Dickey tract, a
distance of 179.30 feet to a point for corner, said corner meandering along the approximate centerline of Hurricane
Creek;
THENCE along the approximate centerline of Hurricane Creek the following courses and distances:
South 55 degrees 03 minutes 01 second West, a distance of 104.49 feet to a point for corner;
South 12 degrees 03 minutes 34 seconds East, a distance of 111.00 feet to a point for corner;
South 70 degrees 10 minutes 06 seconds East, a distance of 70.41 feet to a point for corner;
South 25 degrees 22 minutes 25 seconds East, a distance of 41.91 feet to a point for corner;
South 34 degrees 12 minutes 50 seconds West, a distance of 108.84 feet to a point for corner;
North 85 degrees 43 minutes 15 seconds West, a distance of 120.83 feet to a point for corner;
North 63 degrees 33 minutes 59 seconds West, a distance of 102.81 feet to a point for corner;
South 73 degrees 44 minutes 48 seconds West, a distance of 107.37 feet to a point for corner;
South 38 degrees 24 minutes 30 seconds West, a distance of 46.37 feet to a point for corner;
South 32 degrees 03 minutes 41 seconds East, a distance of 114.76 feet to a point for corner;
North 84 degrees 03 minutes 00 seconds East, a distance of 111.13 feet to a point for corner;
North 68 degrees 15 minutes 57 seconds East, a distance of 103.58 feet to a point for corner;
South 64 degrees 51 minutes 01 second East, a distance of 53.06 feet to a point for corner;
South 44 degrees 26 minutes 17 seconds East, a distance of 42.52 feet to a point for corner;
South 21 degrees 29 minutes 31 seconds West, a distance of 48.25 feet to a point for corner;
South 65 degrees 16 minutes 54 seconds West, a distance of 49.20 feet to a point for corner;
South 86 degrees 08 minutes 08 seconds West, a distance of 61.98 feet to a point for corner;
South 76 degrees 12 minutes 11 seconds West, a distance of 61.47 feet to a point for corner;
South 87 degrees 47 minutes 37 seconds West, a distance of 116.87 feet to a point for corner;
South 52 degrees 49 minutes 20 seconds West, a distance of 26.20 feet to a point for corner;
South 07 degrees 00 minutes 20 seconds West, a distance of 123.25 feet to a point for corner;
South 46 degrees 51 minutes 18 seconds East, a distance of 55.34 feet to a point for corner;
South 01 degree 50 minutes 33 seconds East, a distance of 41.18 feet to a point for corner;
South 55 degrees 00 minutes 26 seconds West, a distance of 35.96 feet to a point for corner;
North 74 degrees 43 minutes 20 seconds West, a distance of 39.23 feet to a point for corner;
North 50 degrees 09 minutes 02 seconds West, a distance of 100.20 feet to a point for corner;
South 44 degrees 59 minutes 36 seconds West, a distance of 46.53 feet to a point for corner;
South 02 degrees 31 minutes 34 seconds East, a distance of 134.77 feet to a point for corner;
South 28 degrees 38 minutes 28 seconds West, a distance of 44.20 feet to a point for corner;
South 78 degrees 18 minutes 17 seconds West, a distance of 33.48 feet to a point for corner;
North 89 degrees 49 minutes 18 seconds West, a distance of 123.17 feet to a point for corner;
North 46 degrees 51 minutes 22 seconds West, a distance of 63.19 feet to a point for corner;
South 73 degrees 23 minutes 44 seconds West, a distance of 116.26 feet to a point for corner;
South 86 degrees 25 minutes 42 seconds West, a distance of 75.93 feet to a point for corner;
South 53 degrees 42 minutes 03 seconds West, a distance of 30.24 feet to a point for corner;
South 09 degrees 28 minutes 59 seconds East, a distance of 39.74 feet to a point for corner;
South 49 degrees 59 minutes 57 seconds East, a distance of 43.66 feet to a point for corner;
South 19 degrees 35 minutes 25 seconds East, a distance of 30.97 feet to a point for corner;
South 36 degrees 45 minutes 25 seconds West, a distance of 16.33 feet to a point for corner;
South 66 degrees 07 minutes 56 seconds West, a distance of 55.73 feet to a point for corner;
North 67 degrees 27 minutes 25 seconds West, a distance of 37.50 feet to a point for corner;
North 11 degrees 49 minutes 42 seconds West, a distance of 62.99 feet to a point for corner;
North 69 degrees 16 minutes 28 seconds West, a distance of 31.91 feet to a point for corner;
South 28 degrees 22 minutes 24 seconds West, a distance of 115.07 feet to a point for corner;
North 86 degrees 29 minutes 49 seconds West, a distance of 111.59 feet to a point for corner;
South 70 degrees 07 minutes 34 seconds West, a distance of 84.80 feet to a point for corner;
North 83 degrees 44 minutes 27 seconds West, a distance of 51.75 feet to a point for corner;
South 17 degrees 38 minutes 10 seconds West, a distance of 86.15 feet to a point for corner;
South 88 degrees 59 minutes 11 seconds West, a distance of 51.26 feet to a point for corner;
North 27 degrees 41 minutes 55 seconds West, a distance of 93.55 feet to a point for corner;
North 09 degrees 46 minutes 30 seconds West, a distance of 95.32 feet to a point for corner;
North 82 degrees 16 minutes 24 seconds West, a distance of 43.74 feet to a point for corner;
South 60 degrees 35 minutes 55 seconds West, a distance of 47.69 feet to a point for corner;
South 12 degrees 42 minutes 24 seconds West, a distance of 81.05 feet to a point for corner;
South 19 degrees 25 minutes 40 seconds East, a distance of 45.80 feet to a point for corner;
South 56 degrees 05 minutes 18 seconds East, a distance of 65.28 feet to a point for corner;
South 25 degrees 22 minutes 38 seconds East, a distance of 51.64 feet to a point for corner;
South 27 degrees 24 minutes 40 seconds West, a distance of 41.03 feet to a point for corner;
South 74 degrees 42 minutes 12 seconds West, a distance of 99.39 feet to a point for corner;
South 65 degrees 42 minutes 02 seconds West, a distance of 36.50 feet to a point for corner;
South 03 degrees 40 minutes 56 seconds East, a distance of 71.65 feet to a point for corner;
South 23 degrees 46 minutes 24 seconds West, a distance of 54.10 feet to a point for corner;
South 58 degrees 30 minutes 45 seconds West, a distance of 58.56 feet to a point for corner;
THENCE South 34 degrees 23 minutes 55 seconds West, along the approximate centerline of said Hurricane Creek,
a distance of 162.73 feet to a point for corner, said corner lying along the centerline of Hurricane Creek and the
approximate centerline of the East Fork of the Trinity River;
THENCE along the approximate centerline of said East Fork of the Trinity River the following courses and
distances:
North 77 degrees 31 minutes 52 seconds West, a distance of 136.72 feet to a point for corner;
North 27 degrees 43 minutes 43 seconds West, a distance of 163.47 feet to a point for corner;
South 72 degrees 06 minutes 31 seconds West, a distance of 332.90 feet to a point for corner;
South 54 degrees 22 minutes 06 seconds West, a distance of 243.78 feet to a point for corner;
South 82 degrees 38 minutes 25 seconds West, a distance of 187.16 feet to a point for corner;
North 78 degrees 03 minutes 15 seconds West, a distance of 58.13 feet to a point for corner;
North 12 degrees 23 minutes 45 seconds West, a distance of 91.69 feet to a point for corner;
North 00 degrees 39 minutes 25 seconds West, a distance of 219.03 feet to a point for corner;
North 12 degrees 41 minutes 17 seconds West, a distance of 142.15 feet to a point for corner;
North 53 degrees 50 minutes 45 seconds West, a distance of 111.77 feet to a point for corner;
North 80 degrees 03 minutes 09 seconds West, a distance of 177.19 feet to a point for corner;
North 67 degrees 10 minutes 05 seconds West, a distance of 70.02 feet to a point for corner;
North 43 degrees 19 minutes 20 seconds West, a distance of 121.72 feet to a point for corner;
North 52 degrees 32 minutes 09 seconds West, a distance of 42.07 feet to a point for corner;
North 65 degrees 21 minutes 07 seconds West, a distance of 63.76 feet to a point for corner;
South 83 degrees 50 minutes 26 seconds West, a distance of 115.26 feet to a point for corner;
North 73 degrees 53 minutes 09 seconds West, a distance of 47.26 feet to a point for corner;
North 38 degrees 40 minutes 43 seconds West, a distance of 273.83 feet to a point for corner;
North 36 degrees 20 minutes 49 seconds West, a distance of 167.31 feet to a point for corner;
North 09 degrees 37 minutes 12 seconds West, a distance of 81.87 feet to a point for corner;
North 73 degrees 33 minutes 16 seconds East, a distance of 250.61 feet to a point for corner;
North 71 degrees 25 minutes 07 seconds East, a distance of 218.32 feet to a point for corner;
North 48 degrees 01 minute 04 seconds East, a distance of 166.69 feet to a point for corner;
THENCE North 11 degrees 12 minutes 37 seconds East, along a West line of a tract of land conveyed to the George
W. Apple Jr. Family Trust, a distance of 262.48 feet to a point for corner, said corner lying along the approximate
centerline of said East Fork of the Trinity River, same being along a West line of said Apple tract;
THENCE North 88 degrees 06 minutes 26 seconds West, along the South line of said Bourland tract, a distance of
495.01 feet to a 1/2 inch iron rod found with a red cap stamped “Owens RPLS 5387”, said corner being a Southeast
corner of said Bourland tract;
THENCE along the West line of said Bourland tract the following courses and distances:
North 02 degrees 51 minutes 16 seconds East, a distance of 519.03 feet to a 1/2 inch iron rod found with a red cap
stamped “Owens RPLS 5387”;
North 02 degrees 11 minutes 33 seconds East, a distance of 375.20 feet to a 1/2 inch iron rod found with a red cap
stamped “Owens RPLS 5387”;
North 00 degrees 03 minutes 32 seconds West, a distance of 550.05 feet to a 1/2 inch iron rod found with a red cap
stamped “Owens RPLS 5387”;
North 01 degree 59 minutes 04 seconds East, a distance of 430.24 feet to a 1/2 inch iron rod found with a yellow cap
stamped “RPLS 5387”
South 89 degrees 39 minutes 13 seconds East, a distance of 41.60 feet to a 1/2 inch iron rod found with a yellow cap
stamped “RPLS 5387”
THENCE North 00 degrees 45 minutes 02 seconds East, along the West line of said Bourland tract, a distance of
218.53 feet to the POINT OF BEGINNING and containing 8,811,217.10 square feet or 202.30 acres of land.
FUTURE TAYLOR
BOULEVARD (80' ROW)FUTURE MAJORARTERIAL (120' ROW)SUBJECT PROPERTY
(204 ACRES)CR 827PROPOSED AMENITY
CENTER AND PARKING
VETERANS
MEMORIALFIRESTATION
PARK
PROPOSED REVISED
FLOOD BOUNDARY
Master Planning
Civil Engineering
Land Development
210 Adriatic Parkway, Suite 200
McKinney, TX 75072
Tel 469 424 5900
thesanchezgroup.biz
Certificate of Registration No. F-8665
SCALE 1:1000
EXHIBIT: "A - SUBJECT PROPERTY"
CR 205
CR 281 CR 282
RIDGEVIEW
SKYVIEW
CR 286
CR 283
HIGHVIEW
CR 284
W FM 455
ROSEWAY
CR 288
W FM 455
W FM 455
COWAN RD
COWAN RD
CR 206
RIGSBY
CR 971
FM 543CR 204CR 206CR 281CR 277CR 286CR 368CR 368CR 288W FM 455CR 216LAKE TRAILCR 209CR 209CR 971CR 285CR 827CR 937CR 286SITE
LOCATION MAP
SCALE: NTS
Page 1 of 5
AGREEMENT REGARDING SERVICES
This Agreement Regarding Services (this “Agreement” or “Service Plan”) is entered into
this 17th day of December, 2024 by and between Anna 204 Partners, LP and the City of
Anna, Texas a home rule municipality.
SUBJECT PROPERTY
The real property that is the subject of this Service Plan is described as follows:
City Park Heights West. 202.3± acres at the southwest corner of County Road 285 and
County Road 827
AGREEMENT CONDITIONED ON ANNEXATION
This Agreement is conditioned on the City of Anna City Council adopting an ordinance
annexing the Subject Property described above. Nothing in this Agreement shall require
the City Council to annex the Subject Property.
POLICE PROTECTION
On the effective date of annexation, the City of Anna, Texas and its Police Department
will provide police protection to the newly annexed area at the same or similar level of
service now being provided to other areas of the City of Anna, Texas with similar
topography, land use, and population density within the newly annexed area.
FIRE PROTECTION
On the effective date of annexation, the City of Anna, Texas and its Fire Department will
provide fire protection to the newly annexed area at the same or similar level of service
now being provided to other areas of the City of Anna, Texas with similar topography,
land use, and population density within the newly annexed area.
EMERGENCY MEDICAL SERVICES
On the effective date of annexation, the City of Anna, Texas will provide emergency
medical services to the newly annexed area at the same or similar level of service now
being provided to other areas of the City of Anna, Texas with similar topography, land
use, and population density within the newly annexed area.
Page 2 of 5
SOLID WASTE COLLECTION
On the effective date of annexation, the City of Anna, Texas, through its contract with
CARDS Dallas, Inc. or another service provider, will provide solid waste collection to
residents and businesses in the newly annexed area (to the extent that the service
provider has access to the area to be serviced) at the same or similar level of service now
being provided to other areas of the City of Anna, Texas with similar topography, land
use, and population density within the newly annexed area. Such service will be provided
in accordance with existing City policies and Ordinances, and only upon payment of any
required deposits and the agreement to pay lawful service fees and charges for solid
waste collection. Solid waste collection through a subscription with the City’s solid waste
franchisee is mandatory for City of Anna residents and businesses operating within the
city limits unless provided for otherwise by ordinance.
WATER AND WASTEWATER FACILITIES
On the effective date of annexation, any and all water or wastewater facilities owned by
the City of Anna, Texas at the time of annexation shall be maintained and operated by
the City of Anna, Texas. Of such facilities, the City will maintain the main water
transmission and wastewater collection lines. All water and wastewater service lines from
the building to the easement or right-of-way line, shall be maintained by the property
owner served by the service connection.
Residents and owners of property in newly annexed areas that are located within the
City’s water or wastewater CCN will be offered water and wastewater service in
accordance with City policies and ordinances in existence at the time of annexation or as
may be amended from time-to-time by the City Council. Generally, these ordinances
state that the landowner or customer must bear the cost of construction of water and
wastewater system facilities to a point where suitable connection to the existing system
can be made and service to the customer can be provided. All water and wastewater
facilities designed to connect to the City’s existing system must be approved by the City
and meet all City zoning, subdivision, and other development ordinances and
requirements.
ROADS AND STREETS
On the effective date of annexation, any and all existing public roads or streets in the
newly annexed area which have been dedicated to Collin County, Texas or to the City of
Anna, Texas, or which are owned by the City of Anna, Texas shall be maintained to the
same degree and extent that other roads and streets are maintained in areas of the City
with similar topography land use and population density. Specific maintenance activities
are determined by available funding and the need for maintenance as determined by the
City. The City is not obligated to maintain any portion of a private road or street. Any and
all lighting of roads and streets which may be positioned in a public right of way, roadway
or utility company easement shall be maintained by the applicable utility company
Page 3 of 5
servicing that area of the City of Anna, Texas pursuant to the rules regulations and fees
of such utility.
An owner of land within the newly annexed area that desires to develop said property will
be required pursuant to the ordinances of the City of Anna, Texas to provide internal and
peripheral streets and to construct those streets in accordance with the specifications
required by the City of Anna, Texas.
PARKS PLAYGROUNDS AND SWIMMING POOLS OR ANY
OTHER PUBLICLY OWNED FACILITY BUILDING OR SERVICE
The City Council of the City of Anna, Texas is not aware of the existence of any public
parks, public playgrounds, public swimming pools, or any other publicly owned facility,
building or service now located in the area proposed for annexation. In the event any
such parks, playgrounds, swimming pools, or any other public facilities, buildings or
services do exist and are public facilities, the City of Anna, Texas will maintain such areas
upon annexation to the same extent and degree that it maintains public parks, public
playgrounds, public swimming pools, other public facilities buildings or services and other
similar areas of the City now incorporated in the City of Anna, Texas.
To the extent that it becomes necessary because of development demands population
growth or a bona fide need, the City Council of the City of Anna, Texas will undertake to
provide any such facility which it deems necessary to adequately provide for the health
and safety of the citizens of the newly incorporated area based upon the standard
considerations of topography, land use and population density.
OTHER MUNICIPAL SERVICES
Following annexation by the City of Anna, Texas, the City will provide code enforcement,
planning, and animal control services to the newly annexed area, to the extent such
services are funded in the annual budget and provided by the City within its full-purpose
boundaries. In addition, the City will provide other municipal services that the City may
from time to time provide to other similarly situated areas within the City’s corporate limits.
The services referenced in this paragraph will be provided to the newly annexed area at
the same or similar level of service now being provided to other areas of the City of Anna,
Texas with similar topography, land use, and population density within the newly annexed
area.
CONSTRUCTION OF CAPITAL IMPROVEMENTS
The City Council of the City of Anna, Texas finds and determines it may be necessary to
acquire or construct specific capital improvements for the purposes of providing full
municipal services to the newly annexed area. These capital improvements shall be
constructed as part of the development of the property and may be eligible for impact fee
reimbursement. Subject to the foregoing, the City Council finds and determines that it has
Page 4 of 5
at the present time adequate facilities to provide the same type, kind and level of service
which exists in and is presently being administered to other areas already incorporated in
the City of Anna, Texas with the same or similar topography, land use and population
density.
SPECIFIC FINDINGS
The City Council of the City of Anna, Texas finds and determines that this Service Plan
will not provide any fewer services and it will not provide a lower level of service in the
area proposed to be annexed than were in existence in the proposed area at the time
immediately preceding the annexation process. Furthermore, the City Council of the City
of Anna, Texas finds and determines that the rural nature of the area is characteristically
different from other more highly developed areas within the corporate limits of the City of
Anna, Texas. Consequently because of the differing characteristics of topography, land
use, and population density the service levels which may ultimately be provided in the
newly annexed area may differ somewhat from services provided in other areas of the
City of Anna, Texas. These differences are specifically dictated because of differing
characteristics of the property. The City of Anna, Texas will undertake to perform
consistent with this contract so as to provide this newly annexed area with the same type,
kind and quality of service presently enjoyed by the citizens of the City of Anna, Texas
who reside in areas of similar topography, land use and population density.
AMENDMENTS
This Service Plan may be amended if the City Council determines at a public hearing that
changed conditions or subsequent occurrences make this Service Plan unworkable or
obsolete. The City Council may amend the Service Plan to conform to the changed
conditions or subsequent occurrences pursuant to Texas Local Government Code,
Section 43.056.
Page 5 of 5
Owner:
Anna 204 Partners LP,
a Texas Foreign Limited Partnership
By: Anna 204 Partners LP,
a Texas Foreign Limited Partnership
Its President
By: ____________________________
Name: Chris Zeppa
Title: President
STATE OF TEXAS §
§
COUNTY OF DALLAS §
This instrument was acknowledged before me on the _____ day of ________________,
2024 by Chris Zeppa as President of Anna 204 Partners, LP on behalf of said company.
_____________________________
Notary Public, State of Texas
City of Anna:
By:
Name: Ryan Henderson
Title: City Manager
IN WITNESS WHEROF:
STATE OF TEXAS §
§
COUNTY OF COLLIN §
This instrument was acknowledged before me on the ___ day of ________, 2024, by
Ryan Henderson as representative of the City of Anna.
Notary Public, State of Texas
[SEAL]
Item No. 6.g.
City Council Agenda
Staff Report
Meeting Date:12/17/2024
Staff Contact:Lauren Mecke
AGENDA ITEM:
Conduct a Public Hearing/Consider/Discuss/Action on an Ordinance to zone 202.3±
acres of land located at the southwest corner of County Road 285 and County Road
827 to Planned Development in accordance with the City Park Heights West,
Development Agreement (Res. No. 2024-04-1615). (PD 24-0004) (Planning Manager
Lauren Mecke)
SUMMARY:
The applicant is proposing 432 single family detached dwellings, 275 single family
attached dwellings, 58 Homeowners’ Association lots, two City parks, and a civic center
(fire station) lot in accordance with the Pre-Annexation Development Agreement (Res.
No. 2024-04-1615).
FINANCIAL IMPACT:
This item has no financial impact.
BACKGROUND:
History
April 1, 2024 - Work Session presentation to the Planning & Zoning Commission.
April 23, 2024 - City Council approved a Pre-Annexation Development Agreement on
(Resolution No. 2024-04-1615).
November 4, 2024 - Planning & Zoning Commission recommended approval of the
request to zone the property to Planned Development in accordance with the City Park
Heights West, Development Agreement (Resolution No. 2024-04-1615).
CASE OVERVIEW
Project Overview
The applicant is proposing 432 single family detached dwellings, 275 single family
attached dwellings, 58 Homeowners’ Association lots, two City parks, and a civic center
(fire station) lot.
Public Notice
Staff mailed public hearing notices to property owners in accordance with state law.
Staff has not received any input on this case.
Adjacent Land Use/Zoning Chart
North Single-family dwellings and vacant land located in the ETJ
East Vacant land located in the ETJ
South Across East Fork Trinity River and Hurricane Creek, single-family
dwellings and vacant land located in the ETJ
West Vacant land located in the ETJ
The applicant is proposing to zone the property as a residential Planned Development.
The surrounding property is generally undeveloped land in the extraterritorial jurisdiction
(ETJ). While the City’s Future Land Use Plan designates this area as Ranching &
Agriculture (RA), the City Council has determined that the proposed development is
appropriate for the area and approved a Pre-Annexation Development Agreement for
the project.
COMPATIBILITY CONSIDERATIONS
- Future Land Use Plan: The Anna 2050 Future Land Use Plan identifies this area as
Ranching & Agricultural and Parks & Open Space place types. The Ranching &
Agricultural place type states that Cluster Residential may be appropriate when
preservation of open space is included. The proposed density of this property is higher
than the Cluster Residential designation.
- Thoroughfare Plan: The Illustrative Layout conforms to the Master Thoroughfare Plan
by providing future right-of-way dedication for future Taylor Boulevard (east-west Major
Collector) and an unnamed future north-south major arterial.
- Access: The development will have access to future thoroughfares.
- Existing Utilities: This tract is located along the main trunk line of the new wastewater
treatment plant. The applicant will be required to upgrade water facilities to the site.
- Schools: Anna ISD has not identified future school locations as part of this
development.
- Parks and Public Trails: The Anna 2050 Parks Master Plan identifies this area as
having a future regional trail. The proposal meets the intent by identifying future park
land dedication and trails.
STRATEGIC CONNECTIONS:
This item supports the City of Anna Strategic Plan, specifically advancing the strategic
outcome area: Unique.
STAFF RECOMMENDATION:
Staff recommends approval as submitted.
ATTACHMENTS:
1.Locator Map - City Park Heights West (PD 24-0004)
2.Ordinance - City Park Heights West (PD 24-0004)
3.Exhibit A Subject Property - City Park Heights West (PD 24-0004)
4.Exhibit B Development Standards - City Park Heights West (PD 24-0004)
5.Exhibit C General Development Plan - City Park Heights West (PD 24-0004)
6.Exhibit I Architectural Styles-Midtown Descriptions - City Park Height West (PD
24-0004)
WILLIS LN COUNTYROAD937HIGHVIEW LN
COUNTY
ROAD 287
W FOSTER
CROSSING RD
WILLIS
O S B URNTRL
PRIVATEROAD5442DIAMOND J RD
COUNTY ROAD 286BOURLANDBNDPOLARIS
R D
CHAMBERSVILLE RD
CO U N TY ROAD285
S KYVIE W
DRQUEENSWAYWFM455COUNTYROAD827COUNTYROAD971
W WHITE ST
P R IV A T E R O A D5658East
ForkTr
i
n
it
y
R
i
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er121
V a n A l s t y n e
75 SH 121
SH 5
Subject
Property
City Limits
ETJ
¯
0 1,000 2,000500
Feet
October 2024
U:\GIS\Notification Maps\Notification Maps\
City Park Heights West
Zoning (PD 24-0004)
Inset Map
1
CITY OF ANNA, TEXAS
(Property rezoned under this ordinance is generally located at the intersection of County
Road 285 and County Road 827)
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 Council previously approved Res. No. 2024-04-1615 (“Pre-annexation
Development Agreement”) on Property described and depicted in Exhibit A (Legal Description)
following the zoning in Exhibit B (Development Standards) as depicted in Exhibit C (Illustrative
Layout) (“Property”) attached hereto and incorporated herein for all purposes as if set forth in full;
and
WHEREAS, said Property generally located at the intersection of County Road 285 and County
Road 827, is being zoned to Planned Development (PD).
WHEREAS, the PD will include the following zoning districts with modified development
standards; Mixed Density (MD) District in conformance with the Pre-annexation Development
Agreement and associated exhibits attached hereto and incorporated herein for all purposes as if
set forth in full; 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.
2
Section 2.Zoning Change
The Anna City Code of Ordinances are hereby amended by establishing the zoning of the Property
described in Exhibit A to Planned Development (PD) zoning with modified Development
Standards (Exhibit B) with the associated exhibits: Exhibit C (Illustrative Layout) and Exhibit I
(Architectural Styles-Midtown Descriptions)
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.
3
PASSED by the City Council of the City of Anna, Texas this 17th day of December 2024.
ATTESTED: APPROVED:
________________________________ _________________________
Carrie L. Land, City Secretary Pete Cain, Mayor
FUTURE TAYLOR
BOULEVARD (80' ROW)FUTURE MAJORARTERIAL (120' ROW)SUBJECT PROPERTY
(204 ACRES)CR 827PROPOSED AMENITY
CENTER AND PARKING
VETERANS
MEMORIALFIRESTATION
PARK
PROPOSED REVISED
FLOOD BOUNDARY
Master Planning
Civil Engineering
Land Development
210 Adriatic Parkway, Suite 200
McKinney, TX 75072
Tel 469 424 5900
thesanchezgroup.biz
Certificate of Registration No. F-8665
SCALE 1:1000
EXHIBIT: "A - SUBJECT PROPERTY"
CR 205
CR 281 CR 282
RIDGEVIEW
SKYVIEW
CR 286
CR 283
HIGHVIEW
CR 284
W FM 455
ROSEWAY
CR 288
W FM 455
W FM 455
COWAN RD
COWAN RD
CR 206
RIGSBY
CR 971
FM 543CR 204CR 206CR 281CR 277CR 286CR 368CR 368CR 288W FM 455CR 216LAKE TRAILCR 209CR 209CR 971CR 285CR 827CR 937CR 286SITE
LOCATION MAP
SCALE: NTS
Exhibit: “B”
Development Standards for the City Park Heights West
The permitted uses and standards for development of the Subject Property shall be in accordance
with the Mixed Density Residential (MD) District. The proposed Planned Development District
Standards proposed herein are aimed at promoting a mixed-use residential district encompassing
a diversified medium-density residential mix of housing choices. This proposed district will
have a mixture of single family detached bungalows, urban townhomes and courtyard focused
cottage-style townhomes. The integrated land plan, streetscape characteristics and overall
community design encourage pedestrian activity by enforcing and promoting the walkable
community principles outlined in the City of Anna Unified Development Code.
Disclaimer: Zoning Ordinance modifications set forth herein are specifically related to the Subject Property associated with this Development
Agreement and shall not apply to any additional areas without or outside of the city limits of the City of Anna.
Illustrative Layout – General Development Plan; Conflicts and Terms:
1. Development shall generally follow, but not exactly, the circulation, block patterns and
street alignments illustrated in Exhibit C – “GDP - General Development Plan /
Illustrative Plan” (GDP). Conflicts between the Development Standards, GDP and City
Ordinances will be addressed in priority as outlined in Section 4 below.
2. Details on a Preliminary Plat that differ from the GDP which do not alter the basic
relationship of the proposed single-family development area to adjacent property and
which do not alter the uses permitted or increase the density, building height, or coverage
of the site and which do not reduce the yards provided at the boundary of the site, as
indicated in these Development Regulations or associated General Development Plan,
may be authorized by the Director of Planning as updates to the General Development
Plan without requiring a rezoning of the subject property and without requiring an
Amendment to the Pre Annexation Development Agreement. These types of updates
shall be considered as “Administrative Updates” for the City files.
3. As part of any annexation request and future development of the subject property, the
applicant agrees to abide by all applicable procedural requirements under City
Regulations or as amended herein.
4. Conflicts:
a. Where there is a conflict between these Development Regulations and the City’s
Zoning Ordinance these Development Regulations shall prevail and control.
b. Where these Development Regulations may be silent, the General Development
Plan shall prevail and control.
c. Where these Development Regulations and the General Development Plan are
silent, the City’s Unified Development Code shall prevail and control.
5. Terms that are not defined in these Development Regulations shall have the meanings
ascribed to such terms in the City of Anna’s Zoning Ordinance of the Development
Agreement, as applicable. When there is a conflict between the City’s Zoning Ordinance
and the Development Agreement, the Development Agreement shall control.
6. Developer intends to conduct a flood study to determine the amount of potential
floodplain reclamation. In anticipation of these floodplain reclamation efforts, Developer
has prepared a “Maximum Potential Land Use Study” which is depicted as “Exhibit C-
General Development Plan”. The majority of the residential lots that are anticipated in
the reclaimed floodplain area will be “Residential Bungalows: SFD-Bungalow 50’ x
100’). As such, the maximum number of single-family residential units shall be as
follows:
a. Max number of Res Bungalows (SFD–Bungalow 40’ x 100’): 325 units
b. Max number of Urban Residential (TH 24’x100’): 250 units
c. Maximum number of Urban Cottages (SFA-Cottage 24’ x 90’): 180 units
7. Lot sizes shall be mixed in each area to provide additional options and character to
community. Exhibit C illustrates a design philosophy which follows a more traditional
transect design which focuses the more urban product nearer the open spaces and
amenities while promoting a less dense product radiating away from the core open
spaces. It is anticipated that the final land plan (at platting) will include larger lots in the
area to be reclaimed.
8. Fencing
a. All fences on the portion(s) of a residential lot adjacent to an open space/common
area lot(s), with the exception of lots facing and/or siding to the required
Homeowner’s Association (HOA) lots adjacent to major/minor thoroughfares and
internal primary entrance roadways, shall be ornamental iron fences such as
wrought iron or tubular steel.
b. Fences constructed between residences may be wood.
c. All wood privacy fencing between residences shall be at least six feet in height.
Wood fencing shall be stained and sealed.
d. Plastic and chain-link fencing is prohibited.
e. Wood fencing of a uniform design shall be constructed along the rear or side lot
lines to single-family homes that are adjacent to HOA common area lots.
9. Private Amenities:
a. A private “Amenity Center” facility shall be provided as part of the development.
It is anticipated that the Amenity Center will be centrally located as shown in the
attached General Development Plan. The Amenity Center facility shall include, at
a minimum, the following:
i. Swimming Pool
ii. Restrooms
iii. Picnic area
b. A hike-bike trail and future trail head are planned as shown on Exhibit C –
General Development Plan.
c. All plans and specifications for the construction of such amenities and
improvements must be reviewed and approved by the Director of Development
Services or applicable designee. Developer shall receive credits against Parkland
Dedication Fees as set forth in the Development Agreement. Given the open
space and amenities provided, no Parkland Dedication shall be due.
d. All sidewalks and barrier free ramps (BFR’s) shall be in accordance with the City
of Anna Development Regulations and be ADA compliant.
10. Private Improvements / Amenities:
a. Developer shall construct and maintain, via the Homeowner’s Association, an
Amenity Center for the use and enjoyment of the residents of City Park Heights
West. It is anticipated that the Amenity Center will be centrally located as shown
in the General Development Plan. Amenity Center shall include, but not limited
to, a swimming pool, restroom/changing facilities, picnic area and dedicated
parking (including handicapped parking).
b. Developer shall construct and maintain, via the Homeowner’s Association,
various common areas and pet areas along the eastern property adjacent and in
conjunction with the SFA- Cottage homes and townhomes.
11. Developer shall dedicate the northwest +/-14 acres and the hike / bike trail to the City of
Anna. Tract shall be used for municipal uses included but not limited to a fire station,
park, veteran’s memorial and/or other such uses.
ARTICE 9.04 ZONING ORDINANCE
1. Sec. 9.04.004 Definitions
2. Sec. 9.04.042 Site Design Requirements
a. No Change
b. No Change
c. Single-Family and Two-Family Residential Standards
1) Building Articulation – At least four facade articulation techniques
are required on each single-family or two-family dwelling to add
variety and interest to a building. The following features are a partial
list of acceptable techniques of exterior articulation, but others may
also be proposed or utilized as part of a specific set of architectural
designs plans. Exhibit I provides (for illustration purposes only)
architectural styles proposed for the subject property.
A. One of the following:
• A base course or plinth course;
• Banding, moldings, or stringcourses;
• Quoins;
• Oriels;
• Cornices;
• Arches;
• Balconies;
• Brackets;
• Shutters;
• Keystones;
• Dormers; or
• Louvers as part of the exterior wall construction.
(Quoins and banding shall wrap around the corner of
the structure for at least two feet.)
B. Horizontal banding continues the length of the wall that faces a
street or other similar highly visible areas.
C. Front Porch of the at least 20 square feet.
D. No Change
E. No Change
2) Roof Treatment. No change
3) Fenestration. No change.
4) Garages. On front entry garages, the face of a garage shall not:
A. No Change
B. Be over 80% of the total frontage width of a dwelling. Porches
or columns are not considered part of the front elevation of the
primary living area.
5) House Repetition.
A. No Change
B. No Changes
d. Multi-family Residential Standards. No change
e. Townhome Unit (Single Family Attached Townhomes) and Single-Unit or
Duplex Unit Park Standards.
1) Building Articulation. No change.
A. No Change.
B. No Change.
C. Front porch of at least 24 square feet.
D. The installation of at least one (1) coach lights.
E. No Change
2) No Change.
3) No Change
4) No Change
5) Unit Repetition
A. Single Family Attached Townhomes on which each unit
of a multi-unit building is located upon an individually
platted lot creates a unique design challenge and
opportunity.
B. Each Townhome Building shall have a maximum of 4
attached units on individually platted lots.
C. The “end lots” for each multi-unit building shall have a
sufficient side yard setback to provide a ten-foot (10’)
building separation from the adjacent Townhome
Building or to provide adequate site visibility at the
intersection of two streets if the end unit is at the end of
a block.
D. Each Townhome Building shall have a comprehensive
and cohesive architectural form in terms of color palette
and articulation features as defined herein.
E. No two individual but adjacent 4-Pack (or smaller)
buildings shall be designed with substantially identical
exterior elevations.
F. The SFA-Cottages shall be exempt from any
prohibition on repetition since this unit type faces a
common landscaped courtyard and not a right-of-way,
fire lane, or easement. The SFA-Cottages have a siding
condition to the right-of-way.
3. ZONING DISRICT AREA REGULATIONS
Each lot type shall be developed in accordance with the area regulations contained in
Table 1 below:
SFD-
Bungalow
(40’x100’)
Townhome: TH SFA-Cottage
Maximum Height (feet) 35 35 35
Maximum Stories 2 2 2
Side Yard, mid-block (feet) 5 5 5
Side Yard, Corner Lot,
Street Side (feet)
10 10 10
Building Separation 10 10 10
Rear Yard (feet) from ROW 15 20 20
Rear Yard (feet) from fire
lane / first floor
15 20 20
Rear Yard (feet) from fire
lane / upper floors
15 15 15
Front Yard (feet) 20 10 10
Lot Area (square feet) 4000 2000 2100
Min. Lot Width (feet) 40 24 24
Min. Lot Depth (feet) 90 80 90
Max. Lot Coverage (%) 55% 75% 75%
Minimum Building Size
(square feet)
1800 1750 1800
Min Masonry (%) 50 25 25
4. Sec. 9.04.045 Landscaping
1) No Change
2) No Change
3) No Change
4) Residential Development
A. No Change
i. No Change
ii. No Change
iii. No Change
iv. The following minimum standards apply as established in Table 27:
Residential Planting Requirements. An applicant shall choose one of
the three planting options. An applicant may plant the required
canopy trees, ornamental trees, or a combination of canopy and
ornamental trees specified in Table 27: Residential Planting
Requirements.
a) For the Urban Cottage Lots, the number of trees shall
be calculated as per Table 27; however, the final tree
planting shall be consistent with the Landscape Plan
submitted by the Developer. The ultimate location and
planting of the required number of trees shall be used to
highlight the landscape courtyards, paseos, urban
garden niches and other related areas. A conceptual
landscape plan for the entire site shall be submitted
with the first Preliminary Plat.
b) The Landscape Plan for the area surrounding the Urban
Cottages may also incorporate some of the required
trees as indicated in Table 27 into the streetscape /
landscape buffers / landscape setbacks / tree planting
areas along the adjacent local street.
c) Minor modifications: The Director of Development
Services or his/her designee is authorized to
administratively approve modifications to landscaping
requirements necessitated by conflicting requirements
for public or franchise utilities or drainage
improvements.
FUTURE MAJOR ARTERIAL (120' ROW)
CR 827 POSSIBLEVETERANSMEMORIALPOSSIBLEFIRESTATIONPOSSIBLEPARKF
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S
I
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E
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P
A
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S
IO
NAFTER RECLAMATIONPOTENTIAL REVISEDFLOOD BOUNDARYHI
K
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AND
B
I
K
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TR
A
I
L MUNICIPALZONEHIKE AND BIKE TRAIL
FUTURE TAYLOR BOULEVARD (80' ROW)EXHIBIT:"C-GENERAL DEVELOPMENT PLAN"Master PlanningCivil EngineeringLand Development210 Adriatic Parkway, Suite 200McKinney, TX 75072Tel 469 424 5900thesanchezgroup.bizCertificate of Registration No. F-8665CITY PARK HEIGHTSWESTANNA, TEXASLEGENDSINGLE FAMILY40' x 100'180TOWNHOMES - TH24' X 100'233FUTURE LOTS (GREY SCALE)50' X 100'107COTTAGES24' X 92'163
This single-family home exudes a harmonious blend of classic charm
and modern aesthetics, stretching comfortably across a 30-foot
width. Its design is steeped in the modern farmhouse style, which is
characterized by a warm and inviting atmosphere that brings to mind
the simplicity and comfort of rural living combined with
contemporary elements.
The lower portion of the exterior walls is adorned with stone
wainscot, providing a sturdy and timeless foundation that adds
texture and depth to the facade. This natural stone element not only
enhances the home's curb appeal but also acts as a durable
protective layer.
Above the stone wainscot, the home features vertical board and
batten siding, a hallmark of farmhouse design. This siding choice
contributes a rustic yet clean-lined look that's both visually striking
and understated. The vertical lines of the board and batten add
height and elegance to the home's profile.
Adding to the home's distinct character, window shutters flank the
windows, offering a traditional touch as well as practical benefits.
These shutters can provide privacy, control over natural lighting, and
protection against the elements, while also contributing to the
overall aesthetic with their color and style.
A standout feature of this residence is the metal roof that crowns the
garage. The sleek and durable metal roof not only provides long-
lasting protection but also complements the modern farmhouse
theme with its industrial flair. The contrast between the metal roof
and the more traditional elements of the home creates a visually
appealing dynamic that's both fresh and familiar.
Overall, this 30-foot wide single-family home balances the pastoral
allure of farmhouse design with modern sensibilities, resulting in a
living space that's as stylish as it is welcoming. The combination of
stone, metal, and wood materials along with the functional shutters
provides a multi-textured appearance that's both grounded in
tradition and aligned with contemporary trends.
Exhibit I: Architectural Style (for illustration purposes only)
This 30-foot wide single-family home is a beautiful representation of
transitional architecture, where the warmth of traditional design
meets the clean lines of contemporary style. The facade features a
handsome brick exterior, providing a classic and durable base with a
timeless appeal. The brickwork adds depth and character to the
home, setting the stage for a blend of styles that complement the
overall design.
A subtle transition to stucco at the second floor introduces a modern
touch, offering a smooth and refined contrast to the textured brick.
This stucco band encapsulates the transitional nature of the home,
seamlessly integrating the traditional lower facade with the
contemporary elements above, without overwhelming the design.
The residence is crowned with a high-pitched gable roof that gives
the home an impressive profile and a sense of grandeur. This
architectural choice not only adds to the visual interest but also
allows for a spacious interior with high ceilings. The steep slopes of
the gable roof create an inviting aesthetic reminiscent of classic
homes, yet the execution remains clean and modern.
A metal awning over the front door provides a sleek and functional
accent, protecting visitors from the elements while adding a
contemporary edge. Headers over the windows and the garage door
further enhance the home's elegance, framing these features with a
touch of sophistication that unifies the transitional theme. The
combination of these elements—brick, stucco, and metal—results in
a cohesive and attractive home that bridges the past and present
with style and grace.
Exhibit I: Architectural Style (for illustration purposes only)
This 30-foot wide single-family home artfully embodies the Modern
Prairie style, characterized by horizontal lines and a connection to
the earth. A significant design feature is the high brick watertable
that reaches past the second floor, grounding the home with a
substantial and textured presence. The warm brickwork provides a
nod to the natural elements that are central to Prairie architecture.
Above, a metal awning roof shelters the front door, introducing a
modern element that contrasts with the traditional brick. This sleek
canopy not only serves a practical function but also enhances the
home's contemporary aesthetic. A header over the garage door adds
a refined touch, contrasting the rustic brick with its polished finish.
The second floor is clad in horizontal siding, maintaining the home's
linear motif and contributing to the modern interpretation of the
Prairie style. This feature lightens the visual weight of the brick and
complements the home's broad, hipped roof, which completes the
design with a sense of enclosure and protection.
The overall effect is a harmonious blend of the Prairie School's
organic influence with modern design elements. The high brick
watertable, metal awning, brick accents, and horizontal siding come
together to create a residence that is both rooted in tradition and
refreshingly contemporary, offering a serene and stylish place to call
home.
Exhibit I: Architectural Style (for illustration purposes only)
This 4-unit townhouse development elegantly combines modern farmhouse style with urban practicality. The lower exterior features a dual wainscot of stone and brick, providing not only a durable base but also a
rich, textural contrast that is both visually striking and reminiscent of classic farmhouse architecture.
Metal awnings over the first floor windows and doors introduce an industrial element, offering weather protection while complementing the vertical board and bat ten siding above. This siding choice, with its clean
vertical lines, adds a contemporary twist to the traditional aesthetic and draws the eye upward to the second story.
The second floor is adorned with window shutters, enhancing the farmhouse charm and providing residents with additional priva cy and control over their home's natural lighting. The shutters balance form and
function, adding to the townhouse's rustic yet refined appearance.
Topping off the design are the metal roof dormers, which not only add architectural interest to the roofline but also invite ample daylight into the upper living spaces. These dormers reflect the metal details below,
tying together the modern and traditional elements into a cohesive and inviting residential development.
Exhibit I: Architectural Style (for illustration purposes only)
Exhibit I: Architectural Style (for illustration purposes only)
This architecturally distinct 4-unit townhouse exemplifies the Modern Prairie style with its strong horizontal lines and integration of natural materials. A defining feature is the high brick watertable that extends
past the second floor, creating a visual anchor and adding a layer of texture and warmth. The brick's rich earth tones and du rability pay homage to the organic foundations of Prairie design while providing a
modern, urban edge.
The end units boast a striking metal roof, adding an industrial yet sleek counterpoint to the traditional brick below. This m etallic element not only reinforces the townhouse's contemporary credentials but also
provides a durable and weather-resistant covering. Central to the front elevation, a metal canopy stretches over the first -floor windows and the center front entry doors, offering both shelter and a touch of
modern sophistication.
Above the brick watertable, the second floor features horizontal siding, reinforcing the horizontal emphasis typical of Prairie architecture and contri buting to the building's streamlined appearance. This choice of
siding balances the solidity of the brick with a lighter, more modern material that complements the overall design narrative.
A gently sloping hipped roof caps the townhouses, mirroring the broad, flat expanses of the Prairie landscape and contributin g to the sense of horizontality that is key to this architectural style. The roof's
overhanging eaves extend beyond the walls, providing protection from the elements and emphasizing the clean, geometric lines that are characteristic of the Modern Prairie aesthetic.
Exhibit I: Architectural Style (for illustration purposes only)
This 30-foot wide single-family home stands as a striking example of transitional architecture, effortlessly blending the timeless appeal of traditional materials with the streamlined aesthetics of contemporary
design. The facade is distinguished by richly textured brickwork, imbuing the structure with depth and enduring charm. This c lassic foundation is elegantly juxtaposed with a modern touch of stucco at the second
floor, creating a refined contrast that highlights the home's layered design.
Atop the home, high-pitched gable roofs command attention, their steep slopes adding a dramatic element to the home's silhouette . These roofs not only enhance the structure's visual appeal but also contribute
to a spacious interior, allowing for vaulted ceilings and ample natural light. The prominence of the high -pitched gable roofs is a nod to traditional architecture, yet their clean, sharp lines resonate with modern
sensibilities.
A contemporary metal awning over the front door adds a practical yet stylish feature, offering shelter with a minimalist flai r. Complementing this, headers above the windows and garage door inject an element of
sophistication, framing these openings with precision and elegance. These details, when combined with the distinct transition from brick to stucco and the striking gable roofs, culminate in a home that embodies
the essence of transitional style—harmoniously fusing the old with the new.
Item No. 6.h.
City Council Agenda
Staff Report
Meeting Date: 12/17/2024
Staff Contact: Bernie Parker
AGENDA ITEM:
Consider/Discuss/Action on a Resolution approving a Development Agreement with
Tellus Texas III, LLC, a Texas limited liability company and its successors and assigns,
and Sherley Partners, LTD. (Director of Economic Development Bernie Parker)
SUMMARY:
Over the past few months, staff has been working with the Tellus Group and our
financial consultants and legal counsel to develop a Development Agreement. Staff
recommends approval.
FINANCIAL IMPACT:
The City will collect PID fees as per the City's PID policy at the amount of $10.8 Million.
The development will provide major future property tax revenues undetermined at this
time.
BACKGROUND:
The Tellus Group presented to the City Council twice in 2024 in which they highlighted
the successful developments they have been a part of in the Dallas Metroplex as well
as detailing the unique and one-of-a-kind features that the Anna Sherley Development
will include.
Below are the highlights and business terms of the development agreement before City
Council:
• Creation of a Public Improvement District and Tax Increment Reinvestment
Zone;
• 65 Acre farm style amenity center with operational farming facilities;
• Higher residential construction standards;
• Diverse mix of residential lot types and densities, ranging up to 1/2 acre lots;
• Enhanced open space with internal trail systems which will connect to the
downtown area;
• Addition of major roadway, water, and sanitary sewer Infrastructure East of Hwy
5;
• Future Anna ISD school sites;
• Future Municipal property sites ;
• City will collect PID fees as per the City's PID policy at the amount of $10.8
Million;
• City will dedicate 50% of the TIRZ tax increment reinvestment zone for this
development;
• Agreement confirms limitation of lot sales to institutional investors; and
• Offers a pathway for the annexation of properties within Anna's Extraterritorial
Jurisdiction (ETJ) that are part of this development upon meeting all
requirements stipulated in this agreement.
STRATEGIC CONNECTIONS:
Goal 1: Sustainable Anna Community Through Planned Managed Growth
ATTACHMENTS:
1. 2024-10-22 City Council Presentation_Tellus
2. (TELLUS) SHERLEY FARMS -- Development Agreement [DEVELOPER
EXECUTED] (1)
Sherley Farms
City Council Workshop | October 22, 2024
Firm Overview
The Tellus Group has a demonstrated track record of creating long term value for their
residents and partners in the communities in which they build by engineering and executing
smart, disciplined, proactive management and capital strategies. We are committed to
creating places that positively affect the lives of those that live in a Tellus community while
honoring the land on which it’s built.
Communities
Aesthetic
Design
•Iconic entries
•Preservation of natural
features
•Curvilinear and single-
loaded street design
•Deeper lots with
varying setbacks and
repetition restrictions
•Detailed builder
guidelines
•Integrated trail network
Creating a sense
of Community
•Well -planned public spaces
•School District partnership
•Community wide events
•Dedicated lifestyle director
Lifestyle
Driven
•Integrated network of
trails and sidewalks
•High-end water activities
•Sport courts in select
locations
•Dog parks
•Active parks with
playscapes
•Passive parks and
meditative spaces
•Community gardens
•Fishing Ponds
Located in Prosper, TX Windsong Ranch includes
over 3,100 homes with prices ranging from $500K
to $2.5 Million and is one of the largest and most
naturally beautiful master-planned communities in
North Texas . It features over 2,000 acres, including
600 acres of open space, lakes, wooded creeks,
parks, hike & bike trails, outdoor fields and resort
style amenities, plus an award -winning lifestyle
program.
Links:
About Windsong Ranch: https://windsongranchliving.com/
About the Developer: https://tellusgroupllc.com/8
“The Most Award-Winning Community in Dallas. “
Windsong Ranch
Mosaic, located in Celina, Texas will
include over 1,600 homes currently
priced from $500k - $1.3 Million.
Mosaic will feature a beautiful major
amenity area complete with a lazy
river and pool complex, a lake with
fishing piers, numerous indoor and
outdoor social gathering areas, a
unique creative play structure, a
fitness center and miles of hike and
bike trails with every homesite in the
community within a five-minute walk
to a greenway or park. Tellus Group
will deliver Phase 2 Mosaic in late
2024.
Mosaic
Meraki, located in McLendon-Chisholm ETJ
within Kaufman County. The new 1,095-acre
Master Planned community is interwoven
around two activated existing lakes and
approximately 300 acres of open space. It
will include a network of pedestrian linkages
amongst the natural sustainable landscape
accentuated by contemporary architectural
styling, a signature of a Tellus Group
community.
Tellus Group commenced construction at
Meraki in 2024 and will deliver Phase 1 of
the development in 2025.
Project Background
Sherley Farms – Project Team
Sherley Farms – Commitment to Market-Leading Design
•In February 2024, Tellus Group
hosted a two-day design charette
where we flew out consultants from
across the country to visit the
development site, explore the City
of Anna and brainstorm design
ideas for Sherley Farms.
•Overall, we had over 25
participants from six different firms
representing land-planners,
engineers and agrihood experts
based across four states with global
design experience.
•Since then our design team has
been working to refine the design in
working meetings with City Staff
Project Vision
Design Principles
Connect
to Anna and the history of the
land itself, activated with
engaging reasons for people to
visit.
Embrace
the Global Wellness Institute's
framework for wellness
communities, integrating all
domains of wellness in
development decisions.
Create
a complete community, that
gives people places to walk and
blends seamlessly with a mix of
homes.
Cultivate
an agriculture-forward
community where the farm and
landscape respects seasonality
and natural systems.
Reimagine
the typical master planned
community, where Sherley
Farms is a place everyone talks
about.
Sherley Farms – Overview
•An approximately 970-acre single-family residential community
including:
•~ Entitlements for 3,000 high-quality single-family homes
with strict design guidelines and rental restrictions
•150+ acres of open space including: a sweeping central
green through the community, pocket parks, miles of hike and
bike trails and preserved tree lines
•A 65-acre working organic farm with a substantive
“agritainment” component hosting both resident events and
events open to the public
•Two unique amenity centers planned, the first of which is
anticipated to start construction along with Phase 1
•Significant lifestyle programming centered around health
and wellness and the “agrihood” concept
•A civic/Emergency Services site to be provided to the City
•A location for a water tower to be provided to the City
•An elementary school site to be provided to Anna ISD
•A substantive connection to Geer Park connecting the
community to the broader Downtown Anna
•The Sherley Family will retain approximately 70 net acres to be
developed into a mix of uses, but likely to include a mix of mixed-
use, retail, multifamily and additional residential.
Tellus Group plans for Sherley Farms to become an award-winning
community with national recognition just as our Windsong Ranch
development became the most award-winning community in DFW.
Single Family Residential
Commercial / Multi-Use
Civic / School
Multi-family
The Farm
Open Space
Amenity Center
Open Space & Trails Plan
Central Green
Pocket Parks
The Farm
Agricultural Land
Floodplain
Regional Trail
Roadside Trail (per thoroughfare plan street section)
Roadside Trail (per thoroughfare)
Community Trail
Neighborhood Trail
Amenity Center
Entry Experience
Amenity Center
Central Green
The Farm
The Farm – Character Imagery
Tellus Group – High-Quality Builders
70’ Lot 70’ Lot 60’ Lot
Estate Estate
Tellus Group – High-Quality Builders
Estate EstateEstate
60’ Lot60’ Lot60’ Lot
Tellus Group – High-Quality Builders
Estate
70’ Lot70’ Lot
40’ Lot
50’ LotTownhome
Tellus Group – High-Quality Builders
Cottage Cottage
CottageCottageCottage
Commercial
Commercial zone entitlement includes flexibility for a number of
uses in order to:
•Respond to the City and the development as it evolves
through buildout
•Adjust to market conditions
•Respond to and take advantage of proximity to Downtown
Anna, Geer park through future planning efforts
•Flexibility will allow the commercial to respond to the
neighborhood demand in size, type, and timing.
Multi-family flexibility
•600 unit cap on multi-family units
•Zone 2 can flex to be either single family or multi-family
•Zone 3, multi-family is one use within range of allowed uses
We are working with Staff on:
•Refining certain uses
•Providing adequate Architectural and planning guidance to
guide the commercial buildout
Commercial / Multi-Use Multi-family
Zone 2Zone 3
Zone 4
Zone 4
Zone 4
Project Impact
Sherley Farms: Mutual Goals
•New, exciting, innovative development: We know the City wants something
different and more than what you have seen in the past. Tellus is committed to
bringing best in class quality design to all of its communities and now to include
Sherley Farms
•High Quality, Built to Last, Owner-Occupied Homes: Tellus understands that the
best communities include quality builders, a sense of place, invested residents, and
continuous commitment to preserving the community vision. We require builders to
obtain architectural approval of design, require home buyers to agree in writing that
their home will be a primary residence (not a rental), and continuously monitor
each of these covenants to ensure the vision we brought to you today is the project
you will see a decade from now and thereafter.
•Aligned with the City’s Strategic Vision
City of Anna Strategic Plan: City Vision
Delivering on City Vision Synergy with Downtown Anna & consistent with City
Vision for Uniqueness & something Different
Unique
Agrihood / Wellness focused community
Lifestyle driven
Excellence
High quality land planning & parks
High quality Architectural requirements & builders
to match
Rental Restrictions
Active
Park, Open space & trail connections
Resilience
Mix of uses facilitating further interdependence
Vibrant
HOA/lifestyle director and farm-focused activities
Neighborly
A community-minded demographic.
Safe
A tight knit community is a safer community
Sherley Farms – Infrastructure Overview
•Total investment of approx. $280M
•To be Constructed by Tellus
•$210M in infrastructure
•Approximately $70M in Parks, Trails &
Amenity Centers
•Of the $210M in infrastructure costs
$35.3M are CIP reimbursement
eligible
•Construction Timing
•Estimated Buildout over approximately
10-12 years
•Construction of Leonard to potentially
be expedited
Roads Water
Parks, Trails
& Amenity
Centers
Sewer
Sherley Farms – Economic Impact
Estimated Total Buildout Valuation
of $1.5 Billion which equates to:
•Over $7.8 million in total
annual City ad valorem tax at
buildout
•Over $19.4 million in total
annual Anna ISD ad valorem
tax at buildout
Key Deal Points
Sherley Farms – Key Deal Points
•Regional CIP Infrastructure: The total cost of the CIP eligible infrastructure exceeds the impact fees
collected in the project, and the cost of the roads is significantly different than the road impact fees
collected. We are requesting an “impact fee grant” (paid from impact fees collected within the project)
similar to other projects to assist in covering these costs which benefit the region in addition to Sherley
Farms.
•Sewer Service: Obtaining adequate sewer capacity is the most critical utility issue for the project. We are
asking for a firm City commitment to providing capacity in time with each phase of development.
•PID with TIRZ offset: Given the significant infrastructure investments and design-forward, best-in-class
amenities planned for this community a PID + TIRZ structure will be necessary to make this development
feasible. We are asking for 50% TIRZ participation from the City, which will be used to offset
assessments and lessen the annual installment charged to the homeowner.
•Park & Park Development Fee Credits: The project has significant Open Space acreage, and we will
invest heavily to amenitize it appropriately. Accordingly, we are requesting a Park Fee and Park
Development Fee Credit (no Park of Park Development Fees).
•Commercial Land Use: Our project will grow and develop along the east side of Anna. Because the
most ideal uses and needs will change with that growth, we are requesting flexibility in land use for
commercial components of the development.
Thank you
Appendix
Tellus Group – Internal Architecture Approval Process
Step 1: Master Plan Submittals
•All Builders must submit their set of Master Plans to Developer for internal review by the Architecture Review Committee.
•Architecture Review Committee reviews plans with the Developer Builder Guidelines and the City Ordinances to ensure all plans
are compliant.
Step 2: ARC Submittals (Site/Plot Plan & Architecture Plan Set)
•All Builders must submit a Site/Plot Plan and Architecture Plan set for each individual lot to Developer for review.
•Site/Plot plans are reviewed by the Developer for the following:
•Setbacks (Staggered Front)
•Plan Width
•Plan Type (Non-repetitive restrictions)
•Driveway Width and Driveway Slope
•Lot Drainage
•Fencing Requirements and Setbacks
•Sidewalk and Parkway Width
•Home Layout is compliant with Developer Builder Guidelines and City Ordinances
Step 3: Submit Materials
•All Builders must submit their Brick or Painted Brick for each lot from the Developer Approved Brick/Paint List.
•This process is approved by a dual system.
•Runway Proptech Software (Home Builder and Developer Software) limits what can be used on each lot as set by
the Developer and must be spaced out (non-repetitive)
•Once selected in Runway, the Architecture Review Committee will give final approval.
Step 4: Final Inspections
•All Builders are required to get an approved Final Inspection from the Developer prior to the home closing.
•Developer also performs weekly lot drives to ensure lot construction cleanliness and identify non-complying construction
activities.
•Violations are addressed per lot and fine amounts will be set forth in the Fine and Enforcement Policy in the Community Manual
(as defined in the CCR’s).
Tellus Group – CCR’s & Rental Restrictions
Master Covenant
•HOA Governing
Documents
•Created to maintain
property values and
protect the rights and
interest of homeowners.
•Sets the Guidelines for
Resident Modification
Request which are
reviewed by the HOA and
Developer.
Primary Residence Agreement (PRA)
•Sets restrictions for
rentals in each
Community.
•Builders are required to
get the form signed by the
buyer at the time of
contract.
•Builders will then send
the signed form back to
the Developer within 30
days of the home/lot sale.
CITY OF ANNA, TEXAS
RESOLUTION NO.
A RESOLUTION OF THE CITY OF ANNA, TEXAS APPROVING THE SHERLEY
FARMS DEVELOPMENT AGREEMENT WITH TELLUS TEXAS III, LLC AND
SHERLEY PARTNERS, LTD, RELATING TO DEVELOPMENT OF PROPERTY FOR A
MIXED USE DEVELOPMENT
WHEREAS, Tellus Texas III, LLC and Sherley Partners, LTD (collectively, Developer)
owns or controls approximately 1,123 acres of real property located in the municipal Extra-
Territorial Jurisdiction of the City, in Collin County, Texas, (the “Property”); and
WHEREAS, the City Council and the Developer intend that the Property be developed in
accordance with the Sherley Farms Development Agreement (the “Agreement”) attached hereto as
Exhibit 1;
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
ANNA, TEXAS THAT:
Section 1. Recitals Incorporated.
The recitals above are incorporated herein as if set forth in full for all purposes.
Section 2. Approval and Authority to Execute
The City Council hereby approves the Sherley Farms Development Agreement, attached hereto as
Exhibit 1, and authorizes the Mayor’s execution of the same. The Mayor and/or City Manager are
hereby authorized to execute all documents and take all other actions necessary to finalize, act
under, and enforce the Agreement.
PASSED by the City Council of the City of Anna, Texas, on this 17th day of December 2024.
ATTESTED: APPROVED:
________________________________ __________________________
Carrie L. Land, City Secretary Pete Cain, Mayor
SHERLEY FARMS DEVELOPMENT AGREEMENT PAGE 1136741781V.19
SHERLEY FARMS DEVELOPMENT AGREEMENT
This Sherley Farms Development Agreement (this “Agreement”) is entered into by and
between the CITY OF ANNA, TEXAS, a Texas home-rule municipality (the “City”), TELLUS
TEXAS III, LLC, a Texas limited liability company and its successors and assigns (“Tellus”), and
SHERLEY PARTNERS, LTD., a Texas limited partnership and its successors and assigns
(“Owner” and together with Tellus, the “Developers”) (each individually, a “Party,” and
collectively, the “Parties”), to be effective on the Effective Date.
SECTION 1
RECITALS
WHEREAS, certain capitalized terms used in these recitals are defined in Section 2; and
WHEREAS, the City is a home-rule municipality of the State of Texas; and
WHEREAS, Owner owns, and Tellus is under contract to purchase a portion of, the
approximately 1,123 acres of real property, described by metes and bounds in Exhibit A (the
“Property”); and
WHEREAS, the Property is located within the extraterritorial jurisdiction (the “ETJ”) of
the City; and
WHEREAS, it is intended that the Property, which is depicted in Exhibit B, be developed
to contain single-family homes of various sizes, townhomes, multi-family, commercial and other
mixed-use development constructed over multiple phases and is to be known and referred to as
“Sherley Farms” (the “Project”), as generally depicted on the Illustrative Layout (as defined
herein), which is attached hereto as Exhibit C, which may be revised as set forth in this Agreement,
and in accordance with applicable City Regulations and the development standards set forth in
certain proposed planned development standards (“Development Standards”), which Development
Standards are attached hereto as Exhibit D; and
WHEREAS, the Illustrative Layout is intended to comply with the vision of the 2050
Comprehensive Plan; and
WHEREAS, the Owner and Tellus (to the extent Tellus has taken ownership of any portion
of the Property) intend to file a voluntary petition for annexation of the Property; and
WHEREAS, the Parties intend for the City to provide water and sewer service to the
Property; and
WHEREAS, the Developers desire and intend to design, construct and install and/or make
financial contributions to certain Authorized Improvements to serve the Project; and
WHEREAS, in consideration of the Developers’ agreements contained herein, the City
shall use reasonable efforts to exercise its powers under Texas Local Government Code, Chapter
372 (the “PID Act”) to create a PID (as defined herein) encompassing the Property to provide
financing arrangements that will enable Developers to do the following in accordance with the
EXHIBIT 1
SHERLEY FARMS DEVELOPMENT AGREEMENT PAGE 2136741781V.19
procedures and requirements of the PID Act and this Agreement: (a) fund or be reimbursed for a
specified portion of the costs of the PID Projects using the proceeds of PID Bonds; or (b) obtain
reimbursement for the specified portion of the costs of the PID Projects, the source of which
reimbursement will be installment payments from Assessments within the PID, provided that such
reimbursements shall be subordinate to the payment of PID Bonds and Administrative Expenses;
and
WHEREAS, in consideration of the Developers’ agreements contained herein, as allowed
by law, the City agrees to exercise its powers under the TIRZ Act to create the TIRZ and to dedicate
fifty percent (50%) of the City’s ad valorem tax increment, less collection and administrative costs,
attributable to the TIRZ, based on the City’s tax rate each year and as authorized by law, for a
period of up to forty (40) years: (a) for property located in a Single-Family Subzone (as defined
herein) to offset or pay a portion of any Assessment levied on assessed parcels within the PID for
the costs of Authorized Improvements that qualify as TIRZ Projects under the TIRZ Act and (b)
for property located in a Commercial Subzone, to the extent such property is not subject to
Assessments or all ad valorem tax increment generated on a particular parcel in the Commercial
Subzone is not needed to offset Assessments, to fund a Chapter 380 Grant as described herein; and
WHEREAS, after creation of the PID and the TIRZ, all of the City’s administrative costs
associated with the PID will be funded by the levy of Assessments on the Property in accordance
with the PID Act, and all of the City’s administrative costs associated with the TIRZ will be funded
from the TIRZ Revenue in accordance with the TIRZ Act; and
WHEREAS, the City desires to provide certain economic incentives related to the
commercial development on the portions of the Property designated for commercial development;
WHEREAS, the Parties desire and intend for the design, funding, construction, and
installation of the Public Infrastructure to occur in a phased manner over the Term of this
Agreement and that Developers will dedicate to and the City will accept the Public Infrastructure
for public use and maintenance, subject to the City’s approval of the plans and inspection of the
Public Infrastructure in accordance with this Agreement and the City Regulations; and
WHEREAS, the City, subject to the consent and approval of the City Council, and in
accordance with the terms of this Agreement and all legal requirements, including but not limited
to the Indenture, intends to: (i) adopt a Service and Assessment Plan; (ii) adopt an Assessment
Ordinance (to pay for a specified portion of the PID Projects and approved by the City Engineer
or his designee and the costs associated with the administration of the PID and the issuance of the
PID Bonds for each respective Phase of the Project); and (iii) issue, in multiple series, estimated
to be $300,000,000 in the principal amount of PID Bonds for the purpose of financing a specified
portion of the costs of the PID Projects and paying associated costs as described herein; and
WHEREAS, unless expressly set forth to the contrary in this Agreement, it is the Parties’
mutual intent that this Agreement shall supersede City Regulations only to the extent that City
Regulations directly conflict with the terms of this Agreement; and
WHEREAS, the Developers understand and acknowledge that the obligations undertaken
under this Agreement are primarily for the benefit of the Property; and
SHERLEY FARMS DEVELOPMENT AGREEMENT PAGE 3136741781V.19
WHEREAS, the Developers understand and acknowledge that acceptance of this
Agreement is not an exaction or a concession demanded by the City but rather is an undertaking
of Developers’ voluntary design to ensure consistency, quality, and adequate infrastructure that
will benefit development of the Property; and
WHEREAS, following annexation of the Property, the City intends to consider zoning any
portion of the Property in the corporate limits as a planned development district and the Parties
acknowledge that the Property may be developed and used in accordance with this Agreement;
and
WHEREAS, the City recognizes the positive impact the Public Infrastructure will bring to
the City and that said improvements will promote state and local economic development, stimulate
business and commercial activity in the City for the development and diversification of the
economy of the state, promote the development and expansion of commerce in the state, and
reduce unemployment or underemployment in the state; and
WHEREAS, as the Property is in the City’s ETJ on the Effective Date of this Agreement,
the Parties intend that this Agreement is a development agreement as provided for by state law in
Section 212.171 et seq of the Texas Local Government Code; and
WHEREAS, this Agreement shall constitute a “permit” under Chapter 245 of the Texas
Local Government Code and as allowed pursuant to Section 212.172(g) of the Texas Local
Government Code and that all prerequisites for entering into such agreement have been completed
in full and that the City has provided the Developers with the written disclosures required when
offering this Agreement under Section 212.171(b-1), said section being incorporated herein as if
set forth in full;
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the
Parties hereby agree as follows:
SECTION 2
DEFINITIONS
Certain terms used in this Agreement are defined in this Section 2. Other terms used in this
Agreement are defined in the recitals or in other sections of this Agreement. Unless the context
requires otherwise, the following terms shall have the meanings hereinafter set forth:
2050 Comprehensive Plan means the Anna 2050 Comprehensive Plan and applicable
provisions of the Anna 2050 Parks Master Plan adopted by the City Council on April 27, 2021
under Ordinance No. 903-2021 and as amended as of the Effective Date.
Administrative Expenses means reasonable expenses incurred by the City in the
establishment, administration, and operation of the PID and the TIRZ.
Administrator means an employee, consultant, or designee of the City who shall have the
responsibilities provided in the Service and Assessment Plan, an Indenture, or any other agreement
or document approved by the City related to the duties and responsibilities for the administration
of the PID.
SHERLEY FARMS DEVELOPMENT AGREEMENT PAGE 4136741781V.19
Assessment(s) means the special assessments levied on the Property pursuant to the PID
Act on a Phase-by-Phase basis, under one or more Assessment Ordinances adopted on a Phase-
by-Phase basis to reimburse the Developers on a Phase-by-Phase basis for a portion of the PID
Projects benefitting the applicable Phase(s) as set forth in the Service and Assessment Plan, as well
as payment of Administrative Expenses and repayment of the PID Bonds and the costs associated
with the issuance of the PID Bonds.
Assessment Ordinance means an ordinance approved by the City Council under the PID
Act levying one or more Assessment(s).
Authorized Improvements means the PID Projects and all on- and off-site public water,
sewer, drainage, and roadway facilities, rights-of-way, along with other public improvements, such
as parks, trails, landscaping and screening, that benefit the Property, are to be constructed by
Developers, are identified on Exhibit E, and for which the Parties intend Developers will be fully
or partially reimbursed pursuant to the terms of this Agreement.
Bond Ordinance means each ordinance adopted by the City Council that authorizes and
approves the issuance and sale of any PID Bonds for the applicable Phase(s) of the Project.
Budgeted Cost means, with respect to any given Authorized Improvement, the estimated
cost of the improvement as set forth by Phase in Exhibit E.
Capital Improvement(s) shall have the meaning provided in Chapter 395, Texas Local
Government Code.
Capital Improvement Costs means any construction, contributions, or dedications of
Capital Improvements, including actual costs of design, engineering, construction, acquisition, and
inspection, and all costs related in any manner to the Capital Improvement.
Capital Improvements Plan or “CIP” means all capital improvements plan(s) duly adopted
by the City under Chapter 395, Texas Local Government Code, as may be updated or amended
from time to time.
Chapter 245 means Chapter 245, Texas Local Government Code, as amended.
Chapter 380 Agreement means an agreement, other than the Impact Fee 380 Agreement,
in which the City agrees to provide a Chapter 380 Grant pursuant to Chapter 380, Texas Local
Government Code, as amended.
Chapter 380 Grant means any grant provided by the City pursuant to a Chapter 380
Agreement as described in this Agreement.
Chapter 395 means Chapter 395, Texas Local Government Code, as amended.
City means the City of Anna, a home rule municipality located in Collin County, Texas.
City Code means the Anna City Code of Ordinances and all of its provisions and
regulations or standards adopted by reference in said Code in effect on the Effective Date;
SHERLEY FARMS DEVELOPMENT AGREEMENT PAGE 5136741781V.19
provided, however, that as it relates to Public Infrastructure for any given Phase, the applicable
construction standards (including, without limitation, uniform building codes) shall be those that
the City has duly adopted at the time of the filing of an application for a preliminary plat for that
Phase unless construction has not commenced within two years of approval of such preliminary
plat in which case the construction standards shall be those that the City has duly adopted at the
time that construction commences, except that to the extent there is a conflict between the City
Code and the Development Standards, the Development Standards shall control.
City Council means the City Council of the City.
City Engineer means the person or entity acting as the City Engineer.
City Manager means the current or acting City Manager of the City of Anna or a person
designated to act on behalf of the City Manager if the designation is in writing and signed by the
current or acting City Manager.
City PID Fee means the per single-family-residential-lot fee to be paid to the City in
accordance with the established City PID Policy as of the Effective Date and in accordance with
Section 5.21 hereof.
City PID Policy means the City of Anna Public Improvement District Policy approved by
the City Council on June 23, 2020 via Resolution No. 2020-06-747.
City Regulations mean City Code provisions, ordinances, design standards (including but
not limited to the City design standards and the Development Standards), uniform codes, policies,
requirements, limitations, restrictions, and other regulations (including but not limited to all fees
and land dedications applicable to the Project) duly adopted by the City and in effect on the
Effective Date; provided, however, that as it relates to Public Infrastructure for any given phase,
the applicable construction standards (including, without limitation, uniform building codes) shall
be those that the City has duly adopted at the time of the filing of an application for a preliminary
plat for that phase unless construction has not commenced within two years of approval of such
preliminary plat in which case the construction standards shall be those that the City has duly
adopted at the time that construction commences, except that to the extent there is a conflict
between the City Regulations and the PD, the PD shall control. The term does not include Park
Fees, which shall be waived on the Property in accordance with this Agreement.
Concept Plan means the intended conceptual plan for each Phase of the Project as may be
approved by the City in accordance with Section 5.7 in which case it shall fully supersede and
replace the Illustrative Layout.
Cost Underruns means actual PID Projects Costs that are less than the Budgeted Costs set
forth in the SAP.
Developer means, when used in the singular, the entity developing and constructing
Authorized Improvements on a particular Phase or portion of the Property, such entity being Tellus
or the Owner as the context requires.
Developer Continuing Disclosure Agreement means any continuing disclosure agreement
SHERLEY FARMS DEVELOPMENT AGREEMENT PAGE 6136741781V.19
of either of the Developers executed contemporaneously with the issuance and sale of PID Bonds.
Developer Improvement Account means each construction fund account created under an
Indenture, if any, funded by either of the Developers, and used to pay for portions of the
acquisition, design, and construction of the PID Projects for a particular Phase of the Project
attributable to a Developer, the need for which account shall be determined on a Phase-by-Phase
basis.
Development Standards mean the design specifications and construction standards
identified in Section 5.13 of this Agreement, including without limitation the standards set forth
in Exhibit D and applicable City Regulations.
Effective Date means the effective date of this Agreement, which shall be the date upon
which all Parties have fully executed and delivered this Agreement and the City’s legal counsel
has signed this Agreement, approving same as to form; provided that, notwithstanding anything
contained herein, no obligation of Tellus to construct Authorized Improvements on any portion of
the Property that solely benefit such portion of the Property or obtain any easements or rights-of-
way therefor shall take effect until Tellus has taken ownership of such portion of the Property.
End User means any tenant, user, or owner of a Fully Developed and Improved Lot, but
excluding the HOA or POA.
Equivalent Dwelling Unit (EDU) means the water and/or sewer capacity equal to one single
family residential unit.
ETJ shall have the meaning given to it in the Recitals.
Fully Developed and Improved Lot means any privately-owned lot in the Project,
regardless of proposed use, intended to be served by the Authorized Improvements and for which
a final plat has been approved by the City and recorded in the Real Property Records of Collin
County, Texas.
HOA means one or more homeowners associations formed with respect to and single-
family residential portion of the Project, which shall privately function as a homeowners
association for the Project.
Home Buyer Disclosure Program means the disclosure provisions relating to property
located in public improvement districts set forth in Chapter 5 of the Texas Property Code, which
establish a mechanism to disclose to each buyer the terms and conditions under which their lot is
burdened by Assessments.
Illustrative Layout means the intended plan for the development of the Project as depicted
on Exhibit C.
Impact Fees means those fees assessed and charged against the Project in accordance with
Chapter 395 and as defined therein.
Improvement Account of the Project Fund means the construction fund account created
SHERLEY FARMS DEVELOPMENT AGREEMENT PAGE 7136741781V.19
under a particular Indenture, funded by the PID Bond Proceeds, and used to pay or reimburse for
certain portions of the construction or acquisition of the PID Projects.
Indenture means a trust indenture by and between the City and a trustee bank under which
PID Bonds are issued and funds are held and disbursed with respect to the particular Phase for
which such PID Bonds are issued.
Independent Appraisal means, in establishing the appraised value, (i) the appraised value
of a specific assessed parcel or assessed parcels, as applicable, in a specific Phase for which
Assessments have been levied as established by publicly available data from the Collin Central
Appraisal District, (ii) the Collin Central Appraisal District Chief Appraiser’s estimated assessed
valuation for completed homes (home and lot assessed valuation) and estimated lot valuation for
lots on which homes are under construction, (iii) an “as-complete” appraisal delivered by an
independent appraiser licensed in the State of Texas, which appraisal shall assume completion of
the particular Phase for which said Assessments have been or will be levied, as applicable, or (iv)
a certificate delivered to the City by a qualified independent third party (which party may be the
Administrator or a licensed appraiser) certifying on an individual lot type basis, the value of each
lot in the particular Phase, as applicable, for which such Assessments have been levied based on
either (x) the average gross sales price (which is the gross amount including escalations and
reimbursements due to the seller of the lots) for each lot type based on closings of lots in such
Phase for which the Assessments have been levied or (y) the sales price in the actual lot purchase
contracts in the particular Phase for which such Assessments have been or will be levied, as
applicable.
Institutional Investor shall mean an entity or individual that intends or desires to purchase
more than five (5) detached single-family lots within the Project to construct or cause to be
constructed homes owned by such entity or individual thereon to be owned for rental or leasing
purposes.
Notice means any notice required or contemplated by this Agreement (or otherwise given
in connection with this Agreement).
Park Fees means those fees assessed and charged against the Project in accordance with
Sections 9.02.135 and A3.006 of the City Code and shall include any “park development fees” as
described in City Code.
Phase means any distinct phase of development on the Property which is to be developed
concurrently as finished lots.
Phase 1 means the initial phase of development on the Property which is to be developed
concurrently as finished lots.
Phase 2 means the first subsequent phase of development on the Property which is to be
developed concurrently as finished lots after Phase 1.
PID means one or more public improvement districts encompassing all or a portion of the
Property, for which the City agrees to exert reasonable efforts to create for the benefit of certain
portions of the Project pursuant to the PID Act and this Agreement.
SHERLEY FARMS DEVELOPMENT AGREEMENT PAGE 8136741781V.19
PID Act means Chapter 372, Texas Local Government Code, as amended.
PID Bond(s) means assessment revenue bonds, but not Refunding Bonds, issued by the
City pursuant to the PID Act to finance the PID Projects.
PID Bond Proceeds means the funds generated from the sale of the PID Bonds.
PID Documents means, but not limited to, collectively, the PID Resolution, the SAP, and
the Assessment Ordinance(s).
PID Financial Summary means the document attached to this Agreement as Exhibit K,
which summarizes financial data related to the PID.
PID Projects means all water, wastewater/sewer, drainage, roadway, park, trail, landscape,
irrigation, hardscape, and other improvements allowable under the PID Act and benefitting and
necessary to serve the Project and which shall be owned by the City or dedicated to the City by
easement and maintained by the City (unless the City requires another entity to maintain projects
such as trails, parks or landscaping as provided in Section 5.6 herein), including those identified
in the PID Documents and outlined in Exhibit E.
PID Projects Cost means the actual cost of design, engineering, construction, acquisition,
and/or inspection of the PID Projects, along with Administrative Expenses associated with the
PID.
PID Resolution means the resolution adopted by the Council creating the PID as recorded
in the real property records of Collin County, Texas.
POA means one or more property owners associations that may be formed with respect to
the commercial and multifamily portions of the Project.
Project and Finance Plan means a final TIRZ Project and Finance Plan approved and
adopted by the City in accordance with this Agreement as such plan may be amended from time
to time.
Public Infrastructure means all water, wastewater/sewer, detention and drainage, roadway,
park and trail, and other infrastructure necessary to serve the full development of the Project and/or
to be constructed by Developers and dedicated to the City under this Agreement. The term includes
the PID Projects.
Real Property Records means the official land recordings of the Collin County Clerk’s
Office.
Refunding Bonds means bonds issued pursuant to Section 372.027 of the PID Act.
Reimbursement Agreement means an agreement by and between the City and the
applicable Developer by which the Parties establish the terms by which the applicable Developer
may obtain reimbursements for PID Projects through the PID Bond Proceeds or Assessments for
the respective Phase.
SHERLEY FARMS DEVELOPMENT AGREEMENT PAGE 9136741781V.19
School Site means a tract of land of up to ten (10) acres (or such size as agreed to by Tellus
and Anna ISD at the time of dedication) that Tellus shall convey or dedicate to the Anna ISD (as
defined herein) for use as a school.
Service and Assessment Plan (“SAP”) means the service and assessment plan for the PID,
to be adopted and updated at least annually by the City Council pursuant to the PID Act for the
purpose of assessing allocated costs against portions of the Project located within the boundaries
of the PID having terms, provisions, and findings approved by the City, as required by the PID
Act and this Agreement.
TIRZ means a tax increment reinvestment zone encompassing any portion of the Property
to be created by the City pursuant to the TIRZ Act.
TIRZ Act means Chapter 311 of the Texas Tax Code, as amended.
TIRZ Documents means collectively the TIRZ Project and Finance Plan, the TIRZ
ordinance, and the TIRZ participation agreement(s) with other taxing entities, if applicable.
TIRZ Fund(s) means the fund(s) set up by the City in order to receive TIRZ funds in
accordance with this Agreement, the TIRZ Documents and state law.
TIRZ Revenue means the tax increment received by the City from the City property taxes
levied against the Property and to be deposited into the TIRZ Fund(s) in accordance with the TIRZ
Act.
SECTION 3
PUBLIC IMPROVEMENT DISTRICT
3.1 Creation of the PID; Levy of Assessments. The City shall use reasonable efforts to
initiate and approve all necessary documents, resolutions and ordinances, including without
limitation the PID Documents, required to effectuate this Agreement, to create the PID
encompassing the Property, and to levy the Assessments. For each Phase of development, the City
will prepare and approve a preliminary Service and Assessment Plan (or amended Service and
Assessment Plan) providing for the levy of the Assessments such Phase of the PID. Promptly
following preparation and approval of a preliminary SAP acceptable to the applicable Developer
for the portion of the Property being assessed and subject to the City Council making findings that
the PID Projects confer a special benefit on the Property, the City Council shall consider an
Assessment Ordinance for the applicable Phase within the PID. Developers shall develop the
Property consistent with the terms of this Agreement. Nothing contained in this Agreement,
however, shall be construed as creating a contractual obligation that controls, waives, or supplants
the City Council’s legislative discretion or functions.
3.2 Acceptance of Assessments and Recordation of Covenants Running with the Land.
Prior to the levy of the Assessment applicable to a particular Phase of the Project, the applicable
Developer shall: (a) approve and accept in writing the levy of the Assessment(s) on all land owned
by the applicable Developer and (b) cause covenants running with the land to be recorded against
the portion of the Property within the applicable Phase that will bind any and all current and
SHERLEY FARMS DEVELOPMENT AGREEMENT PAGE 10136741781V.19
successor developers and owners of all or any part of such Phase of the Project to pay the
Assessments, with applicable interest and penalties thereon, as and when due and payable
hereunder and that the purchasers of such land take their title subject to and expressly assume the
terms and provisions of such assessments and the liens created thereby. Assessments may not be
levied on any land owned by a Developer without the express prior written consent of that
Developer required by this section. The covenants required to be recorded under this paragraph
shall be recorded substantially contemporaneously with the recordation of the final plat of the
applicable Phase, except for the final SAP which will be recorded by the City upon its approval in
accordance with the PID Act. The Developers hereby acknowledge and accept the Home Buyer
Disclosure Program.
SECTION 4
AUTHORIZED IMPROVEMENTS, PID PROJECTS, AND PUBLIC
INFRASTRUCTURE
4.1 PID Projects. Prior to the issuance of PID Bonds, the PID Projects and PID Projects
Costs are subject to change as may be agreed upon by the Developers and the City and, if changed,
shall be updated by Developers and the City consistent with the Service and Assessment Plan and
the PID Act. All approved final plats within the Property shall include those PID Projects located
therein and the respective PID Projects Costs shall be finalized before the applicable final plat is
approved by the City Council. Without limiting the foregoing, and on a Phase-by-Phase basis, as
applicable, PID Projects Costs, the timetable for installation of the PID Projects, and all other
pertinent information and data will be reviewed at least annually by the Parties in an annual update
of the Service and Assessment Plan adopted and approved by the City Council consistent with the
requirements of Section 372.013(b) of the PID Act.
4.2 Construction, Ownership, and Transfer of Authorized Improvements and Public
Infrastructure.
(a)Construction Standards and Inspection. Except as otherwise expressly set
forth in this Agreement, the Authorized Improvements and all other Public Infrastructure required
for the development of the Property shall be constructed and inspected in accordance with this
Agreement, the City Regulations, and any other governing body or entity with jurisdiction over
the Public Infrastructure. The Developers agree to cause all Public Infrastructure to be constructed
in a good and workmanlike manner. Upon request, the City shall provide “tax-exempt” letters to
Developers for use by all contractors, subcontractors, and suppliers installing Public Infrastructure
within the Property.
(b)Contract Letting. The Parties understand that construction of the
Authorized Improvements to be funded through Assessments are legally exempt from competitive
bidding requirements pursuant to the Texas Local Government Code. The Parties acknowledge
that, as of the Effective Date, the construction contracts for the construction of Authorized
Improvements have not been awarded and contract prices have not yet been determined. Before
entering into any construction contract for the construction of all or any part of the Public
Infrastructure, the applicable Developer’s engineer shall prepare, or cause the preparation of, and
submit to the City all contract specifications and necessary related documents, including the
contract proposal showing the negotiated total contract price and scope of work.
SHERLEY FARMS DEVELOPMENT AGREEMENT PAGE 11136741781V.19
(c)Ownership. All of the Authorized Improvements and Public Infrastructure
shall be owned by the City upon acceptance of them by the City. Subject to Section 5.20, the
Developers agree to take any action reasonably required by the City to transfer or otherwise
dedicate or ensure the dedication of easements or property for the Authorized Improvements and
Public Infrastructure to the City and the public.
(d)Operation and Maintenance. Upon inspection, approval, and acceptance of
the Authorized Improvements, the City shall maintain and operate the accepted Authorized
Improvements (except to the extent the City requires another entity to maintain improvements in
accordance with Section 5.6).
(e)Applicability. Subsections (a)-(b), above, shall not apply to Public
Infrastructure that the City is obligated to fund and construct under this Agreement, if any.
4.3 Public Infrastructure, Generally. Except as otherwise expressly provided for in this
Agreement, each Developer shall provide all Public Infrastructure necessary to serve the portion
of the Project owned and being developed by such Developer, including without limitation streets,
utilities, drainage, sidewalks, parks, trails, street lighting, street signage, and all other required
improvements, at no cost to the City except as provided herein, and in accordance with City
Regulations, and as approved by the City Engineer or his/her designee. The applicable Developer
shall cause the installation of such improvements within all applicable time frames in accordance
with the City Regulations unless otherwise approved herein. The applicable Developer shall
provide engineering studies, plan/profile sheets, and other construction documents at the time of
final platting as required by City Regulations. Such plans shall be approved by the City Engineer
or his/her designee prior to approval of a final plat. Construction of any portion of the Public
Infrastructure shall not be initiated until a pre-construction conference that includes a City
representative has been held regarding the proposed construction and City has issued a written
notice to proceed which includes such Public Infrastructure.
4.4 Maintenance Bonds. The applicable Developer shall execute or cause to be
executed a valid maintenance bond in accordance with applicable City Regulations that guarantees
the costs of any repairs which may become necessary to any part of the construction work
performed in connection with the Public Infrastructure constructed by such Developer, arising
from defective workmanship or materials used therein, for a full period of not more than two (2)
years from the date of final acceptance of the Public Infrastructure constructed under any such
contract(s).
4.5 Inspections, Acceptance of Public Infrastructure, and Developers’ Remedy. The
City shall inspect, as required by City Regulations, the construction of all Public Infrastructure
necessary to support the proposed development within the Property, including without limitation
water, sanitary sewer, drainage, streets, park facilities, electrical, and streetlights and signs. The
City’s inspections shall not release Developers from their responsibility to construct, or ensure the
construction of adequate Authorized Improvements and Public Infrastructure with respect to their
owned portions of the Property in accordance with approved engineering plans, construction plans,
and other approved plans related to development of the Property. From and after the inspection
and acceptance by the City of the Public Infrastructure and any other dedications required under
this Agreement, such improvements and dedications shall be owned by the City. The Developers’
SHERLEY FARMS DEVELOPMENT AGREEMENT PAGE 12136741781V.19
sole remedy for nonperformance of this Agreement by the City shall be to seek specific
performance and cost reimbursements pursuant to the terms of this Agreement.
4.6 Insurance. The applicable Developer or its contractor(s) shall acquire and maintain,
during the period of time when any of the Public Infrastructure with respect to the applicable
Developer’s owned property is under construction (and until the full and final completion of such
Public Infrastructure and acceptance thereof by the City): (a) workers compensation insurance in
the amount required by law; and (b) commercial general liability insurance including personal
injury liability, premises operations liability, and contractual liability, covering, but not limited to,
the liability assumed under any indemnification provisions of this Agreement, with limits of
liability for bodily injury, death and property damage of not less than $1,000,000.00. Such
insurance shall also cover any and all claims which might arise out of the Public Infrastructure
construction contracts, whether by the applicable Developer, a contractor, subcontractor, material
man, or otherwise. Coverage must be on a “per occurrence” basis. All such insurance shall be
issued by a carrier which is rated “A-1” or better by A.M. Best’s Key Rating Guide and licensed
to do business in the State of Texas. Upon the execution of Public Infrastructure construction
contracts, the applicable Developer shall provide to the City certificates of insurance evidencing
such insurance coverage together with the declaration of such policies. Each such policy shall
provide that, at least thirty (30) days prior to the cancellation, non-renewal or modification of the
same, the City shall receive written notice of such cancellation, non-renewal or modification.
SECTION 5
ADDITIONAL OBLIGATIONS AND AGREEMENTS
5.1 Wastewater/Sanitary Sewer Facilities.
(a)Tellus Obligations. Tellus is responsible for the design, installation, and
construction of the wastewater/sanitary sewer improvements necessary to serve the Property as
generally depicted on Exhibit F-1 (the “Major Sewer Improvements”), provided that Tellus and
the City Engineer may mutually agree to modifications to the sizing and location of such
improvements at the time of construction thereof. The design of all Major Sewer Improvements
shall be approved by the City in advance of the construction of same and shall be constructed in
accordance with the Exhibit F-3 (the “Sewer Improvements Schedule”). Subject to the City’s
obligations under Section 5.20 and Section 5.1(c), Tellus shall be responsible for the acquisition
of any easements and other property acquisitions necessary for Major Sewer Improvements, the
size and extent of each such easement or other property interest to be approved by the City. The
maximum width of the required easement shall not exceed 2.5 times the depth of the sewer line
for linear improvements. The locations of said easements or other property interests shall be
approved by the City Engineer or his/her designee as part of the platting process. The City will
reimburse Tellus for the costs of the Major Sewer Improvements, and costs of obtaining any
necessary offsite easements for the Major Sewer Improvements, through the Eligible Infrastructure
Grant as set forth in Section 7.3.
(b)Timing of Developers’ Obligations. Except as otherwise provided herein,
the applicable Developer shall complete in a good and workmanlike manner all on-site
wastewater/sanitary sewer improvements necessary to serve each Phase of the Project owned by
such Developer prior to the recordation of the final plat covering such Phase; provided that the
SHERLEY FARMS DEVELOPMENT AGREEMENT PAGE 13136741781V.19
applicable Developer may submit the final plat for any Phase prior to the installation of such
improvements if it obtains approval for and executes an improvement agreement and provides
adequate security therefor in accordance with the City’s Subdivision Regulations.
(c)City Constructed Sewer Infrastructure. The City will construct the sewer
improvements shown on Exhibit F-2 (the “City Constructed Sewer Infrastructure”). Design work,
construction start, and construction completion of the City Constructed Sewer Infrastructure shall
be in accordance with the timing shown on Exhibit F-3 (the “Sewer Improvements Schedule”).
The City may make adjustments to the scope of the City Constructed Sewer Infrastructure shown
in Exhibit F-2 and provide an updated timeline for construction of such revised City Constructed
Infrastructure (the “Revised City Constructed Sewer Infrastructure”), subject to the review and
approval by the City Engineer, if the City delivers to Developers (i) engineering studies reviewed
and approved by the City Engineer showing that such Revised City Constructed Sewer
Infrastructure (a) does not negatively impact the ability of the Project to flow its sewer downstream
and (b) provides for access to sewer services consistent with the schedule set forth Exhibit F-3 on
the Effective Date,and (ii) an updated schedule for construction of such Revised City Constructed
Sewer Infrastructure reflecting access to an equivalent number of ESFCs for each Phase of
development shown in a manner consistent with the timing shown on Exhibit F-3 on the Effective
Date. After delivery of the foregoing, any such changes shall constitute an amendment to Exhibit
F-2 and Exhibit F-3 upon the delivery of a written instrument signed by the City Manager
approving same to the other Parties hereto, and thereafter references to “City Constructed Sewer
Infrastructure” herein shall be deemed to refer to such Revised City Constructed Sewer
Infrastructure.
Any adjustments solely to the timing of available capacity provided by the City
Constructed Sewer Infrastructure shown in Exhibit F-3 is subject to review and approval by Tellus
and the City Engineer. The City and Tellus may amend Exhibit F-3 by delivery of a written
instrument signed by Tellus and the City Manager approving same to all parties hereto.
If the City does not complete the City Constructed Sewer Infrastructure in time or in a
manner sufficient to serve a particular Phase of the Development as provided in the Sewer
Improvements Schedule for any Phase of the Development (to the extent modified in accordance
with the preceding paragraphs):
(i)the City agrees to provide, at its sole cost, pump and haul service for sewage until such
time as the City Constructed Sewer Infrastructure is complete to serve that particular Phase
of development, and shall approve plats and allow the issuance of building permits in the
Development in accordance with Section 5.12 below. In the event that existing permanent
infrastructure is insufficient to provide sewer services to any Phase of the Development
and the City has to utilize pump and haul to accommodate sewer flows in such Phase of
the Development, then the City, at City’s cost, will construct the necessary sewer lines and
lift station to facilitate a pump and haul operation from the location designated in Exhibit
F-1 labeled “Prop. Regional Lift Station.” Pump and haul services in any applicable Phase
shall continue at City’s cost until such time as the permanent sewer infrastructure is
constructed in a manner to provide service for all flows produced in the applicable Phase
of the Development for which the pump and haul services are being provided. The
expected location of the “Proposed Regional Lift Station” is the northeast corner/quadrant
SHERLEY FARMS DEVELOPMENT AGREEMENT PAGE 14136741781V.19
of the future intersection of FM 455 and the collector road illustrated on Exhibit F-1. Any
alternative location for the “Proposed Regional Lift Station” shall be approved by the
Developers as part of a good faith effort and, provided that the Developers have evidenced
their written consent to the City, the location of the “Proposed Regional Lift Station” may
be changed without an amendment to this Agreement.; and
(ii)the City agrees that it shall not withdraw any City PID Fees collected for the particular
Phase until the City has completed the City Constructed Sewer Infrastructure for such
Phase in a manner to permanently provide sewage service for such Phase without any pump
and haul services described in (i), above.
5.2 Water Facilities.
(a)Developers’ General Obligations. Developers are responsible for design,
installation, and construction of the respective on-site water improvements necessary to serve the
applicable portion of the Property owned and being developed by each. Subject to the provisions
of Section 5.2(c) hereof, Tellus is responsible for design, installation, and construction of certain
major water lines as generally depicted in as generally depicted on Exhibit G (the “Major Water
Improvements”) provided that Tellus and the City Engineer may mutually agree to modifications
to the sizing and location of such improvements at the time of construction thereof The design of
water improvements shall be approved by the City in advance of the construction of same. Subject
to the City’s obligations under Section 5.20, Tellus shall be responsible for the acquisition of any
easements and other property acquisitions necessary for the Major Water Improvements, the size
and extent of each such easement or other property interest to be approved by the City provided
that the maximum width of the required easement shall not exceed 2.5 times the depth of the water
line. The locations of said easements or other property interests shall be approved by the City
Engineer or his/her designee as part of the platting process. Tellus’ costs of obtaining such
easements may be included in the projects to be reimbursed through the Eligible Infrastructure
Grant. Tellus is not required to begin construction of a second point of connection to the City’s
water system until the issuance of the 250th certificate of occupancy for the Project.
(b)Timing of Developers’ Obligations. Except as otherwise provided herein,
the applicable Developer shall complete in a good and workmanlike manner all on-site water
improvements necessary to serve each Phase of the Project owned by such Developer prior to the
recordation of the final plat covering such Phase, provided that the applicable Developer may
submit the final plat for any Phase prior to the installation of such improvements if it obtains
approval for and executes an improvement agreement and provides adequate security therefor in
accordance with the City’s Subdivision Regulations.
(c)Major Water Improvements. Tellus will construct the Major Water
Improvements each as depicted on Exhibit G. The Major Water Improvements shall be
constructed in the size shown on Exhibit G or such dimensions as mutually agreed to by the City
Engineer and Tellus at the time of construction of the Major Water Improvements and shall be
oversized as mutually agreed to by the City Engineer and Tellus at the time of construction of the
Major Water Improvements. The City will reimburse Tellus for the costs of the Major Water
Improvements through the Eligible Infrastructure Grant.
SHERLEY FARMS DEVELOPMENT AGREEMENT PAGE 15136741781V.19
5.3 Water and Wastewater Services; Ownership of Water and Wastewater
Infrastructure.
(a)The City represents and confirms that it currently has and reasonably
expects to continue to have the capacity to provide to the Property continuous and adequate retail
water service at times and in capacities sufficient to meet the service demands of the Project as it
is developed and reserves such capacity for the Project. The City agrees to provide a will-serve
letter for water service upon written request of either of the Developers.
(b)It is acknowledged that the City currently has sufficient wastewater capacity
for the expected 957 Equivalent Dwelling Units in Phase 1 and Phase 2 of the Project. The City
agrees to make such capacity available to Tellus. The City shall expand the capacity of its
wastewater treatment system in accordance with Exhibit F-2 and the Sewer Improvements
Schedule on Exhibit F-3 to provide for service to each Phase of the Development in accordance
with the Sewer Improvements Schedule and agrees to reserve capacity for each Phase of the
Development as each phase of the City Constructed Sewer Improvements is completed. The City
agrees to provide a will-serve letter for wastewater service upon written request of either of the
Developers.
(c)Upon acceptance by the City of the water and wastewater facilities
described herein, the City shall operate or cause to be operated said water and wastewater facilities
serving the Project and use them to provide service to all customers within the Project at the same
rates as similar projects located within the City. Upon acceptance by the City, the City shall at all
times maintain said water and wastewater facilities, or cause the same to be maintained, in good
condition and working order in compliance with all applicable laws and ordinances and all
applicable regulations, rules, policies, standards, and orders of any governmental entity with
jurisdiction over same.
5.4 Roadway Facilities and Drainage Improvements.
(a)Developers General Obligations. Developers are respectively responsible
for the design, installation, and construction of all on-site roadway facilities required to serve the
portions of the Property owned and being developed by such Developer. Subject to the provisions
of Section 5.4(d) hereof, Tellus is responsible for design, installation, and construction of certain
major road improvements as generally depicted on Exhibit H (the “Major Roadway
Improvements”) and such Major Roadway Improvements shall be reimbursed through the Eligible
Infrastructure Grant. The design of all roadway improvements shall be approved by the City in
advance of the construction.
(b)Timing of General Obligations. Prior to the recordation of any final plat for
any Phase of the Project, the applicable Developer shall complete, in a good and workmanlike
manner, construction of all on-site roadway facilities and related improvements necessary to serve
such Phase in accordance with construction plans approved by the City; provided that the
applicable Developer may submit the final plat for any Phase prior to the installation of such
improvements if it obtains approval for and executes an improvement agreement and provides
adequate security therefor in accordance with the City’s Subdivision Regulations. Thereafter, the
roads shall be conveyed to the City for ownership and maintenance.
SHERLEY FARMS DEVELOPMENT AGREEMENT PAGE 16136741781V.19
(c)Drainage/Detention Infrastructure. The Developers shall have full
responsibility for designing, installing, and constructing the drainage/detention infrastructure that
will serve their applicable portions of the Property and the cost thereof and said infrastructure shall
be designed and constructed in accordance with applicable City Regulations. Neither Developer
shall be responsible for the design, installation or construction of drainage/detention infrastructure
unless located on that Developer’s property and a Developer may not construct drainage/detention
infrastructure with a material impact on the other Developer’s property without the express written
consent of the other Developer. Prior to the recordation of the final plat for any Phase of
development, the applicable Developer shall complete in a good and workmanlike manner
construction of the drainage/detention improvements necessary to serve such Phase provided that
the applicable Developer may submit the final plat for any Phase prior to the installation of such
improvements if it obtains approval for and executes an improvement agreement and provides
adequate security therefor in accordance with the City’s Subdivision Regulations. Upon
inspection, approval, and acceptance, City shall maintain and operate the drainage improvements
for the Property. The HOA, POA, or other entity as applicable, will maintain and operate all
detention facilities except to the extent expressly set forth to the contrary in this Agreement.
(d)CR 424 Improvements. Within the Project, Tellus shall construct what is
currently referenced on the City’s Thoroughfare Plan as CR 424 as a collector road section in an
alignment generally consistent with that shown on Exhibit H-1 unless the Developers mutually
agree that the project traffic impact analysis does not support that option. Should the traffic impact
analysis not support the layout in Exhibit H-1 and/or collector road section for CR 424 in Exhibit
D, Tellus will construct a subsequent alternative option as mutually approved by the City Engineer
and Developers. To the extent that an alternative option is provided by Owner, Tellus or City, the
applicable other Parties shall have sixty calendar days to review and respond to such alternative
option in writing.
5.5 Infrastructure Oversizing. The Developers shall not be required to construct or
fund any Public Infrastructure so that it is oversized to provide a benefit to land outside the
Property (“Oversized Public Infrastructure”) unless, by the commencement of construction, the
City has made arrangements to finance the City’s portion of the costs of construction of such
improvements attributable to the oversizing required by the City from sources other than PID Bond
Proceeds, funds from the TIRZ that the City is obligated to utilize for this Project under Section
7.1, Assessments, or the Eligible Infrastructure Grant. In the event either of the Developers is
required by the City to construct or cause the construction of any Oversized Public Infrastructure
on behalf of the City, the City shall be solely responsible for all costs attributable to the oversizing
of the Oversized Public Infrastructure and none of the PID Bond Proceeds, the TIRZ Increment
that the City is obligated to utilize for this Project under Section 7.1, or the Eligible Infrastructure
Grant shall be utilized for financing the costs of Oversized Public Infrastructure that is attributable
to the oversizing of the Oversized Public Infrastructure.
5.6 Mandatory HOA and POA. If a Phase includes single family residential, then
Developers will create, in a manner acceptable to the City, an HOA, which HOA, whether one or
more, shall be required to levy and collect from home owners within the PID HOA fees (annually,
quarterly or monthly) in an amount calculated to maintain the open spaces, parks, common areas,
hike and bike trails located in common areas, portions of which trails and parks will be open to the
public, right-of-way irrigation systems, raised medians and other right-of-way landscaping, and
SHERLEY FARMS DEVELOPMENT AGREEMENT PAGE 17136741781V.19
screening walls within the PID. Common areas including but not limited to screening,
landscaping, gardens, entrances to the Property and right-of-way landscaping shall be maintained
solely by the HOA. Maintenance of public rights-of-way landscaping and screening by the HOA
shall comply with City Regulations and the HOA shall be subject to enforcement by the City. To
the extent that a Phase includes commercial or multifamily development with open space, common
areas, and the like that are shared by more than one separately platted parcel, then, such common
areas, open space and the like shall be maintained by a POA created for such commercial or
multifamily development in the manner set forth in this paragraph or shall be maintained under a
reciprocal easement agreement, declaration of covenants, conditions and restrictions, or other
covenant regarding land use. To the extent a POA is created, the applicable declarant shall have
the option of whether or not to include single-family residential in such POA.
5.7 Illustrative Layout; Concept Plan.
(a)The Illustrative Layout illustrates the approved development layout for the
Property but has not been engineered and does not represent the final design that will be approved
through the final platting process. Prior to approval of the Zoning, the Developers may revise the
Illustrative Layout through an administrative approval, provided the number of residential lots
shown on the Illustrative Layout does not increase by greater than ten percent (10%), the numbers
of residential lots in each category shown on the Illustrative Layout does not increase by greater
than ten percent (10%), and the amount of open space shown on the Illustrative Layout does not
decrease by greater than ten percent (10%). Nothing in this paragraph shall preclude Developers
from applying directly to the City Council for approval of any Illustrative Layout revisions,
including revisions greater than the percentages listed herein. If the Developers submit a revised
Illustrative Layout as provided by this section and the City Manager or his/her designee determines
that the Illustrative Layout should be administratively approved, the City Manager or his or her
designee shall cause the revised Illustrative Layout to be attached to the official version of this
Agreement on file with the City’s Secretary’s office, and the Developers shall record a
memorandum of the revised Illustrative Layout in the Real Property Records.
(b)A Concept Plan will be required as part of the zoning process identified in
Section 9.1 and the Concept Plan, once approved by the City, shall be deemed to fully supersede
and replace the Illustrative Layout for all purposes. Revisions to the Concept Plan that is part of
approval of zoning may be subsequently revised with approval by the City Council and/or the
Planning and Zoning Commission through the normal zoning process.
(c)If the Developers submit a Concept Plan as provided by this section and the
City Manager or his/her designee determines that the Concept Plan should be administratively
approved, the City Manager or his or her designee shall cause the revised Concept Plan to be
attached to the official version of this Agreement on file with the City’s Secretary’s office, and
Developers shall record a memorandum of the revised Concept Plan in the Real Property Records.
5.8 Community Amenities.Tellus will (or will cause) the design, construction,
maintenance, and operation of certain amenities in the Project as described in (a) and (b) below.
(a)Tellus shall be required to construct the following three (3) amenities:
SHERLEY FARMS DEVELOPMENT AGREEMENT PAGE 18136741781V.19
(1)An amenity center located in Phase 1 (the “Phase 1 Amenity
Center”) on a minimum 2 -acre site containing an amenity center building of at least
4,000 sf air conditioned square feet which can be split between multiple buildings, a
minimum 3,500 sf -size swimming pool which can be split between multiple pools,
bathrooms, a playground and an open recreation area, which amenity center shall
commence construction prior to the 250th building permit and shall be completed within
twenty four (24) months of commencement;
(2)A second amenity center located generally as shown on Exhibit C
containing an amenity center building or shaded structure, bathrooms, a playground and
an open recreation area to commence construction prior to the 1,750 building permit and
shall be completed within eighteen (18) months of commencement;
(3)A working farm-style amenity center with operational farming
facilities (the “Farm Amenity”). Tellus will commence construction of the first phase of
the Farm Amenity prior to the 600th building permit and shall complete construction of
the first phase within eighteen (18) months of commencement. The Farm Amenity shall
be solely owned, operated and maintained by Tellus, a Tellus controlled entity or the
HOA. The Farm Amenity will include a minimum five (5) -acre programmed site
adjacent to the working farm. The first phase of the Farm Amenity will include the
following features at a minimum: a working farm, a structure for agricultural education,
a multi-use field area for events, and a parking lot;
(b)Tellus will (or will cause) the design, construction, maintenance, and
operation of certain amenities in the Project. Tellus shall be required to construct four (4) of the
following nine (9) amenities (such four (4) amenities, together with the three required amenities
in this section, collectively, the “Community Amenities”):
(i)playground (2-5 years of age);
(ii)playground (5-8 years of age);
(iii)sand volleyball court or tennis court or pickleball court;
(iv)basketball court;
(v)the trails and open space described in Section 5.9;
(vi)outdoor workout equipment along hike and bike trails;
(vii)Three or more pocket parks at least 1 acre in size each;
(viii)dog park; and
(ix)park benches, trash cans, and pet stations along the trail and in the
dog.
General depictions of a portion of the Community Amenities, which are provided as examples but
are not binding on Tellus, are included on Exhibit I. To the extent that any Community Amenities
may be included as PID Projects pursuant to the PID Act, the City may, at the City’s sole
discretion, accept dedication of such Community Amenities, and such Community Amenities may
be maintained by the City or the HOA, as applicable. To the extent any Community Amenities are
SHERLEY FARMS DEVELOPMENT AGREEMENT PAGE 19136741781V.19
not owned or dedicated to the City and maintained by the City, such Community Amenities shall
be owned and maintained by the HOA.
5.9 Parkland Dedication Credit. Tellus shall timely improve and construct the Farm
Amenity and timely construct trails and dedicate such trails as outlined in this Section 5.9, and the
applicable Developer shall dedicate open space in the final plat for each phase each as generally
depicted on Exhibit J (collectively, the “Trails and Open Space Acreage”). Provided the
Developers cause such Trails and Open Space Acreage to be dedicated for such purposes,
Developers shall be deemed to have satisfied all applicable parkland dedication or improvement
requirements or fees required in lieu thereof, of any kind whatsoever and no Park Fees shall be
imposed on the Property. To be considered timely for any given Phase, with respect to open space,
the applicable Developer shall dedicate the open space applicable to such Phase as shown on
Exhibit J at the time of the filing of the final plat for such Phase, with respect to the trails
applicable to such Phase, and complete construction of such trails within nine months of the
recordation of the final plat for such Phase, subject to force majeure. For any Phase that is
developed without Developer timely causing such Trails and Open Space Acreage to be
constructed and dedicated as shown on Exhibit J, the City’s otherwise applicable Park Fees shall
apply and not be waived for such Phase. Notwithstanding the foregoing to the contrary, by
execution of this Agreement, Owner shall be deemed to have satisfied all applicable parkland
dedication or improvement requirements or fees required in lieu thereof, of any kind whatsoever
and no Park Fees shall be imposed on Zone III and Zone IV (as identified on the Illustrative
Layout). Any dedication of Trail and Open Space Acreage under this Section 5.9 may be by
public access easement or fee dedication at the election of the applicable Developer. For the
avoidance of doubt, the Developers shall not be required to provide a public access easement or
dedication of any amenity center described in Section 5.8.
5.10 Impact Fees.
(a)Impact Fees shall be assessed and collected on the Property at the rates in
effect at the time of submission of an application for a building permit. The City shall collect
Impact Fees from all third-party permit applicants within the Property. Upon the payment of
Impact Fees, such payments shall be sequestered into a separate account created with the City (the
“Sherley Farms Impact Fee Account”) to facilitate the payment of the Eligible Infrastructure Grant
described in Section 7.3 hereof.
(b)To the extent that the Eligible Infrastructure is not currently included in the
City’s CIP, the City agrees to take all necessary steps to include Eligible Infrastructure, along with
any additional Authorized Improvements that may reasonably qualify as Capital Improvements,
in the City’s CIP. The City acknowledges that Tellus is providing certain Capital Improvements
on the Property and the Eligible Infrastructure, to the City at the initial cost of Tellus.
5.11 Dedication of Water Tank Site and School Site.
(a)When requested by Anna Independent School District (“Anna ISD”), Tellus
shall convey or dedicate the School Site to Anna ISD and such conveyance shall include restrictive
covenants that shall prevent certain commercial uses and electronic, radio, electromagnetic or
other similar wireless transmission equipment.
SHERLEY FARMS DEVELOPMENT AGREEMENT PAGE 20136741781V.19
(b)Tellus shall, at the request of the City after Tellus has taken ownership of
the applicable portion of the Property, convey a site of up to 1.5 acres located in the PID to the
City for use in construction of an elevated water storage tank. The elevated storage tank site (the
“Elevated Storage Tank Site”) shall be in a location mutually agreeable to the City and Tellus at
the time of conveyance and such conveyance shall include restrictive covenants that shall prevent
certain commercial uses and electronic radio, electromagnetic or other similar wireless
transmission equipment. The dedication and conveyance of such Elevated Storage Tank Site shall
be reimbursable through the Eligible Infrastructure Grant.
(c)Notwithstanding subsection (b), above, if the City determines to construct
a fire station at the Elevated Storage Tank Site, then Tellus shall increase the size of the conveyance
to a total of three (3) contiguous acres with the same restrictive covenants described in said
subsection (b); provided, however, that such restrictive covenants shall not restrict the use of any
equipment that is necessary for emergency services communications purposes.
(d)In addition to subsections (a), (b) and (c), above, if the City adopts an
ordinance governing electronic radio, electromagnetic or other similar wireless transmission
equipment, the Developers and the City shall endeavor in good faith to amend the applicable
zoning to govern the use of electromagnetic transmission equipment within the Property.
5.12 Withholding of Building Permits, Etc. The City shall not be required to issue any
building permits or certificates of occupancy or provide utilities for any structure on the Property
until after the applicable final plat is approved, the City approves the applicable maintenance
bond(s) required under Section 4.4, and the City issues final written acceptance of any Public
Infrastructure necessary to serve such applicable portion of the Property with utility, fire safety
(i.e., paving complete and water system/hydrants installed, tested and pressurized) and roadway
service; provided that the City shall allow for the issuance of building permits for up to 10% of the
single-family building permits in any Phase of the Development once the applicable Developer
has achieved fire safety. To assist in the determination as to whether building permits for any Phase
of development should be issued, the applicable Developer shall include all Public Infrastructure
necessary to serve such Phase with utility, fire safety, and roadway service in the construction
plans required to be submitted under applicable City Regulations. Notwithstanding the foregoing,
the City shall not unreasonably withhold plat approval for any Phase of development and shall
issue building permits and certificates of occupancy and provide utilities for any structure on the
Property if the applicable Public Infrastructure to provide utility and roadway service other than
the City Constructed Sewer Infrastructure shown on Exhibit F-2 is complete and pump and haul
service is being provided pursuant to Section 5.1 of this Agreement.
5.13 Governing Regulations. Development of the Property shall be governed by the
following regulations (collectively, the “Governing Regulations,” all of which are incorporated
into this Agreement as if set forth in full):
(a)City Code, Article 9.02, the subdivision regulations of the City, in effect on
the Effective Date (the “Subdivision Regulations”);
(b)except as amended by the Development Standards (defined below), the
comprehensive zoning ordinance of the City, in effect on the Effective Date (the “Zoning
SHERLEY FARMS DEVELOPMENT AGREEMENT PAGE 21136741781V.19
Ordinance”);
(c)City Code, Article 9.05, in effect on the Effective Date (the “Sign
Ordinance”);
(d)the Illustrative Layout set forth on Exhibit C and the development
regulations for the Property set forth on Exhibit D (except as otherwise approved in accordance
with Section 5.15 in the event of conflicts) (the “Development Standards”);
(e)upon annexation pursuant to Section 9.1, the uniform building codes, as
amended from time to time, including any local amendments thereto adopted by the City (the
“Building Codes”). The term “Building Codes,” as applied to a particular building shall mean the
Building Codes in effect on the date the first application is filed for a building permit for the
building in question. For the avoidance of doubt, the Building Codes shall only apply to the
Property from and after annexation of the Property. As it relates solely to Property Public
Infrastructure for any given Phase of the Project—notwithstanding any provision of this
Agreement—the applicable construction standards (including, without limitation, the Building
Codes) shall be those that the City has duly adopted at the time of the filing of an application for
a preliminary plat for such Phase containing the Property Public Infrastructure in question; and
(f)except as set forth in this Agreement to the contrary, any other applicable
provisions of Chapter 4 (Building Regulations), Chapter 6 (Fire Prevention and Protection),
Chapter 9 (Planning and Development Regulations), Chapter 12 (Utilities) and Appendix A (Fee
Schedule) of the City Code in effect on the Effective Date.
The Governing Regulations are the controlling regulations for development of the
Property, and no other City Regulations, rules, standards, policies, orders, guidelines, or other
City-adopted or City-enforced requirements of any kind (including but not limited to any
moratorium adopted by the City) apply to the use or development of the Property to the extent
such regulations or requirements are in conflict with the Governing Regulations or this Agreement.
The Governing Regulations are considered part of this Agreement and are incorporated herein by
reference for all purposes.
5.14 Compliance with Materials and Methods Regulations. It is expressly understood
that the City Regulations (as amended by the Governing Regulations and this Agreement) are
enforceable as relates to the Property and its use and development, including but not limited to any
such City Regulations that would otherwise be unenforceable under Chapter 3000 of the Texas
Government Code (“Materials and Methods Regulations”) and the Material and Methods
Regulations are incorporated herein as if set forth in full; provided, however, to the extent of any
conflict between the requirements of the Materials and Methods Regulations and the requirements
of this Agreement, this Agreement shall control. The Zoning Ordinance shall also be considered
to be Materials and Methods Regulations to the extent that its requirements and restrictions would
otherwise be unenforceable under Chapter 3000 of the Texas Government Code
5.15 Conflicts. When not in conflict with the terms and conditions of this Agreement,
the development of the Property shall be subject to all applicable City Regulations, including but
not limited to the City’s subdivision regulations and engineering design standards. In the event of
SHERLEY FARMS DEVELOPMENT AGREEMENT PAGE 22136741781V.19
any conflict between the Development Standards and the Zoning Ordinance, Sign Ordinance, or
Building Codes, the Development Standards shall control until the PD Zoning (as defined herein)
has been approved by the City. After the PD Zoning has been approved for the Property, in the
event of a conflict between the PD Zoning and the Development Standards, the Zoning Ordinance,
Sign Ordinance, or Building Codes, the PD Zoning shall control for such portion of the Property
subject to the PD Zoning, and no amendment to the applicable PD Zoning shall require an
amendment to this Agreement. In the event of a conflict between the Governing Regulations and
the City Regulations, the Governing Regulations shall control. In the event of any conflict between
this Agreement and any other ordinance, rule, regulation, standard, policy, order, guideline or other
City-adopted or City-enforced requirement, whether existing on the Effective Date or hereinafter
adopted, unless otherwise agreed by the Parties, this Agreement shall control. In the event of any
conflict between the Illustrative Layout and the remainder of the Development Standards in
Exhibit D, the remainder of the Development Standards in Exhibit D shall control. In the event
of any conflict between any future Concept Plan and the Development Standards in Exhibit D, the
Development Standards in Exhibit D shall control (except for modifications to the Illustrative
Layout that are allowed pursuant to the terms of the Development Standards and/or Zoning
Ordinance).
5.16 Phasing. The Property may be developed in phases and the applicable Developer
must submit the appropriate plat(s) for each Phase, and, if permitted under applicable law, may
submit a replat or amending plat for all or any portions of the Property. Any plat, replat or
amending plat shall be in conformance with applicable City Regulations and be subject to City
approval.
5.17 Vested Rights. This Agreement shall constitute a “permit” (as defined in
Chapter 245) that is deemed filed with the City on the Effective Date.
5.18 Approval of Plats/Plans. Approval by the City, the City Engineer, or other City
employee or representative, of any plans, designs, or specifications submitted by the applicable
Developer pursuant to this Agreement or pursuant to applicable City Regulations shall not
constitute or be deemed to be a release of the responsibility and liability of the applicable
Developer, its engineers, employees, officers, or agents for the accuracy and competency of their
design and specifications. Further, any such approvals shall not be deemed to be an assumption of
such responsibility and liability by the City for any defect in the design and specifications prepared
by the applicable Developer or the applicable Developer’s engineers, or their respective officers,
agents, servants or employees, it being the intent of the Parties that approval by the City Engineer
or his/her designee signifies approval on only the general design concept of the improvements to
be constructed.
5.19 Agricultural Exemption. The City acknowledges that some or all of the Property
may now have or may in the future have an agricultural, timber, or wildlife management use tax
classification, and the City may not request removal of any such tax classification for any Property
within the PID until PID Bonds secured by Assessments levied in the applicable portion of the
PID are issued to pay for the costs of the PID Projects and related costs and development within
the applicable portion of the PID has commenced to a degree that would trigger a change in use
tax exemption under state law, notwithstanding any waiver of such exemption for other political
subdivisions or public entities.
SHERLEY FARMS DEVELOPMENT AGREEMENT PAGE 23136741781V.19
5.20 Eminent Domain. Tellus agrees to use commercially reasonable efforts to obtain
all third-party rights-of-way, consents, or easements, if any, required for any off-site Public
Infrastructure. To the extent required, the Developers agree to use commercially reasonable
efforts to obtain all third-party rights-of-way, consents, or easements, if any, required for any on-
site Public Infrastructure being constructed by such Developer. If, however, the applicable
Developer is unable to obtain such third-party rights-of-way, consents, or easements within
ninety (90) days of sending an initial offer to the owner of such property to purchase the needed
easements and right-of-way, the City agrees to take reasonable steps to secure same (subject to
City Council authorization after a finding of public necessity) through the use of the City’s power
of eminent domain. The City shall request and order any appraisal required in connection with the
applicable Developer’s (if requested by such Developer) or the City’s acquisition of such third-
party rights-of-way, consents, or easements as described in the preceding two sentences, and the
applicable Developer shall pay the costs of such appraisal. The applicable Developer shall be
responsible for funding all reasonable and necessary legal proceeding/litigation costs, attorney’s
fees and related expenses, and appraiser and expert witness fees (collectively, “Eminent Domain
Fees”) actually incurred by the City in the exercise of its eminent domain powers that for any
reason are not funded by the PID Bond Proceeds and shall escrow with a mutually agreed upon
escrow agent the City’s reasonably estimated Eminent Domain Fees both in advance of the
initiation of each eminent domain proceeding and as funds are needed by the City. Provided that
the escrow fund remains appropriately funded in accordance with this Agreement, the City will
use all reasonable efforts to expedite such condemnation procedures so that the Public
Infrastructure can be constructed as soon as reasonably practicable. If the City’s Eminent Domain
Fees exceed the amount of funds escrowed in accordance with this paragraph, the applicable
Developer shall deposit additional funds as requested by the City into the escrow account within
ten (10) days after written notice from the City. Any unused escrow funds will be refunded to the
applicable Developer within thirty (30) days after any condemnation award or settlement becomes
final and non-appealable. Nothing in this section is intended to constitute a delegation of the police
powers or governmental authority of the City, and the City reserves the right, at all times, to control
its proceedings in eminent domain.
To the extent Eminent Domain Fees are paid by a Developer, the applicable Developer
may seek reimbursement of any or all eligible Eminent Domain Fees from PID Bonds, or if PID
Bonds are not issued, Assessments.
5.21 Payment of City PID Fee.
Tellus shall deposit or cause to be deposited the amount of the City PID Fee in an
identifiable City-owned escrow account that contains the full amount of the City PID Fee (the
“City PID Fee Account”) for a particular Phase of Development and shall provide proof of such
deposit to the City on the date Assessments are levied for such Phase or a subsequent date that is
no later than the 30th day after the closing date of the PID Bonds for such Phase of Development.
No Party shall withdraw from or otherwise reduce or in any manner encumber the amount
deposited into the City PID Fee Account for any Phase of Development until such time as the City
Constructed Sewer Improvements necessary to provide sewer service to such Phase have been
completed. Upon the completion of the City Completed Sewer Improvements for the applicable
Phase, the City may withdraw the full amount in the City PID Fee Account and utilize same for
any municipal purpose. The City PID Fee shall be calculated in accordance with the City PID
SHERLEY FARMS DEVELOPMENT AGREEMENT PAGE 24136741781V.19
Policy and shall be based upon the number of single-family residential lots included within the
applicable Phase of Development that are being assessed. For the avoidance of doubt, the “single-
family residential lot” shall include any townhome (whether attached or detached) located in the
PID. The amount of the City PID Fee shall not increase and the City PID Fee shall not be
reimbursable from Assessments, PID Bond Proceeds or the TIRZ.
5.22 Rental Property. It is a material breach of this Agreement if a Party knowingly
sells—in any single transaction or combination of transactions—a total of more than five percent
(5%) of the total number of single-family detached lots projected to be within the Project to one
or more Institutional Investors that intend to own and rent or lease single-family residences within
the Project.
SECTION 6
PID BONDS
6.1 PID Bond Issuance. Subject to the satisfaction of conditions set forth in this section,
the City may issue PID Bonds solely for the purposes of acquiring or constructing PID Projects.
Either of the Developers may request issuance of PID Bonds by filing with the City a list of the
PID Projects within their property to be funded with the PID Bonds and the estimated costs of such
PID Projects. Developers acknowledge that the City may require at that time a professional
services agreement that obligates the applicable Developer to fund the costs of the City’s
professionals relating to the preparation for and issuance of PID Bonds, which amount shall be
agreed to by the Parties and considered a cost payable from such PID Bonds. The issuance of PID
Bonds is subject to the following conditions:
(a)The City has determined that (a) there will be no negative impact on the
City’s creditworthiness, bond rating, access to or cost of capital, or potential for liability
and (b) the PID Bonds assessment level, structure, terms, conditions and timing of the
issuance of the PID Bonds are reasonable for the PID Projects Costs to be financed and
that there is sufficient security for the PID Bonds to be creditworthy.
(b)All costs incurred by the City that are associated with the administration of
the PID shall be paid out of special assessment revenue levied against property within the
PID. City administration costs shall include without limitation those associated with
continuing disclosure, compliance with federal tax law, agent fees, staff time, regulatory
reporting and legal and financial reporting requirements.
(c)The adoption of a Service and Assessment Plan and an Assessment
Ordinance levying assessments on all or any portion of the PID benefitted by such PID
Projects in amounts sufficient to pay all costs related to such PID Bonds.
(d)Unless otherwise agreed to by the City, the aggregate principal amount of
PID Bonds issued and to be issued shall be estimated to be $300,000,000.
(e)If requested by the City, delivery of an Independent Appraisal to the City
confirming that the special benefits conferred on the properties being assessed for the PID
Projects increase the value of the property by an amount at least equal to the amount
assessed against such property.
SHERLEY FARMS DEVELOPMENT AGREEMENT PAGE 25136741781V.19
(f)Approval by the Texas Attorney General of the PID Bonds and registration
of the PID Bonds by the Comptroller of Public Accounts of the State of Texas.
(g)The applicable Developer is current on all taxes, assessments, fees and
obligations to the City including without limitation payment of Assessments.
(h)The applicable Developer is not in material default under this Agreement or
any other agreement with the City.
(i)No outstanding PID Bonds are in default and no reserve funds established
for outstanding PID Bonds have been drawn upon that have not been replenished.
(j)The Administrator has certified that the specified portions of the costs of
the PID Projects to be paid from the proceeds of the PID Bonds are eligible to be paid with
the proceeds of such PID Bonds; therewith, such approval not to be unreasonably withheld,
conditioned or delayed upon presentation of a certificate in compliance with the applicable
Indenture.
(k)The PID Projects to be financed by the PID Bonds have been or will be
constructed according to the approved Development Standards imposed by this Agreement
including without limitation any applicable Governing Regulations and/or City
Regulations.
(l)The maximum maturity for each issuance of PID Bonds shall not exceed 30
fiscal years from the date of delivery thereof.
(m)The final maturity for any PID Bonds shall be not later than 50 years from
the Effective Date.
(n)The City has determined that the PID Bonds meet all regulatory and legal
requirements applicable to the issuance of the PID Bonds.
(o)If the applicable portion of PID Projects has not already been constructed
and to the extent PID Bond Proceeds are insufficient to fund such PID Projects Cost, plus
private costs to reach final lot completion, the City may require the applicable Developer
to, at time of closing the PID Bonds, provide evidence of (i) available funds to the
applicable Developer or any corporate parent of the applicable Developer and made
available to the Developer, (ii) evidence of financial security from a Lender (as defined
herein) of loan funds available under a loan, letter of credit or other credit facility extended
to the applicable Developer or any corporate parent of the applicable Developer and made
available to the applicable Developer by a financial institution or other lender (a “Lender”)
for the purpose of development of the Authorized Improvements, equal to or greater than
the difference between the PID Projects Costs and the PID Bond Proceeds available to fund
such PID Projects Costs plus private costs to reach final lot completion or (iii) a completion
agreement; or any combination of (i), (ii) or (iii) in the discretion of the applicable
Developer. If the applicable Developer provides evidence of available funds or fiscal
security as described in the preceding sentence in connection with a series of PID Bonds,
the applicable Developer shall not be required to provide any up-front cash deposit to fund
SHERLEY FARMS DEVELOPMENT AGREEMENT PAGE 26136741781V.19
the applicable PID Projects not otherwise funded through the applicable series of PID
Bonds.
(p)No information regarding the City, including without limitation financial
information, shall be included in any offering document relating to PID Bonds without the
consent of the City.
(q)The applicable Developer agrees to provide periodic information and
notices of material events regarding the applicable Developer and the applicable
Developer’s development of their portion of the Project and any continuing disclosure
agreements executed by the applicable Developer in connection with the issuance of PID
Bonds.
(r)The applicable Developer is not in default under a Developer Continuing
Disclosure Agreement.
(s)The issuance of any Refunding Bonds, the amount of assessment necessary
to pay the Refunding Bonds shall not exceed the remaining principal amount of
assessments that were levied to pay the PID Bonds that are being refunded.
(t)The gross tax equivalent rate for the annual installments of the Assessments
shall not exceed $1.35 per $100.00 of taxable assessed valuation prior to application of the
TIRZ Revenue (which maximum total tax equivalent rate shall be measured based on the
estimated build out value of the applicable portion of the Property), without prior written
consent of the City, in its sole discretion, which written consent may be evidenced by the
City’s adoption of an Assessment Ordinance without the necessity of amending this
Agreement.
(u)The City may not require the value to lien ratio for any PID Bonds to be
higher than 2:1; provided that the City may allow for a lesser ratio through the adoption of
a resolution, Bond Ordinance, Assessment Ordinance or other applicable council action
that authorizes a lesser value to lien ratio without the necessity of amending this
Agreement. Any such value-to-lien ratio shall apply solely to the portion of the
Assessments securing the PID Bonds.
(v)The applicable Developer and the City shall have entered into a
Reimbursement Agreement with respect to the Phase primarily benefitted by such PID
Bonds.
(w)The Phase 1 Amenity Center shall be fully completed with the swimming
pool having received all required approvals for operation and the building thereon having
received a certificate of occupancy for any PID Bonds issued after the second series of PID
Bonds.
6.2 Disclosure Information. Prior to the issuance of PID Bonds by the City, the
applicable Developer agrees to provide all relevant information, including financial information,
that is reasonably necessary in order to provide potential bond investors with a true and accurate
offering document for any PID Bonds. The applicable Developer agrees, represents, and warrants
SHERLEY FARMS DEVELOPMENT AGREEMENT PAGE 27136741781V.19
that any information provided by the applicable Developer for inclusion in a disclosure document
for an issue of PID Bonds will not, to the applicable Developer’s actual knowledge, contain any
untrue statement of a material fact or omit any statement of material fact required to be stated
therein or necessary to make the statements made therein, in light of the circumstances under which
they were made, not misleading, and the applicable Developer further agrees that it will provide a
certification to such effect as of the date of the closing of any PID Bonds.
6.3 Tax Certificate. If, in connection with the issuance of the PID Bonds, the City is
required to deliver a certificate as to tax exemption (a “Tax Certificate”) to satisfy requirements of
the United States Internal Revenue Code, the applicable Developer agrees to provide, or cause to
be provided, such facts and estimates as the City reasonably considers necessary to enable it to
execute and deliver its Tax Certificate. The Developers each represent that such facts and
estimates will be based on its reasonable expectations on the date of issuance of the PID Bonds
and will be, to the best of the knowledge of the officers of the applicable Developer providing such
facts and estimates, true, correct and complete as of such date. To the extent that it exercises control
or direction over the use or investment of the PID Bond Proceeds, including, but not limited to,
the use of the PID Projects, the Developers further agree that they will not knowingly make, or
permit to be made, any use or investment of such funds that would cause any of the covenants or
agreements of the City contained in a Tax Certificate to be violated or that would otherwise have
an adverse effect on the tax-exempt status of the interest payable on the PID Bonds for federal
income tax purposes.
SECTION 7
TAX INCREMENT REINVESTMENT ZONE; CHAPTER 380 GRANTS
7.1 Tax Increment Reinvestment Zone. Prior to the issuance of the first series of PID
Bonds, the City will create a TIRZ coterminous with all of the Property. The TIRZ may be divided
into zones or subzones for each Phase of development and may be divided into subzones for single-
family residential development, which single-family development may include townhome or other
attached residential product (a “Single-Family Subzone”) and for property containing mixed use
development, which mixed use development may include commercial, multi-family or retail
development and the like (a “Commercial Subzone”). The base year of any subzone of the TIRZ
shall be the year in which the subzone is created. The City agrees to use fifty percent (50%) of the
ad valorem tax increment generated by the TIRZ (the “Tax Increment”), for a period of up to forty
(40) years for the purposes and in the manner described in this paragraph. The Tax Increment
generated within the TIRZ in any Single-Family Subzone shall be used for each Phase (i) first, to
pay the Administrative Expenses for the TIRZ and (ii) second to, on a parcel-by-parcel basis, offset
or pay a portion of any Assessment levied on assessed parcels for the costs of Authorized
Improvements. The Tax Increment generated in any Commercial Subzone shall be placed into a
separate account as set forth in the Project and Finance Plan and be used (x) first, to pay the
Administrative Expenses for the TIRZ, (y) second to, on a parcel-by-parcel basis, offset or pay a
portion of any Assessment levied on assessed parcels in the Commercial Subzone for the costs of
Authorized Improvements and (z) third, to the extent such property is not subject to Assessments
or all Tax Increment generated by a particular parcel in the Commercial Subzone is not needed to
offset Assessments, to pay to the Owner the remaining Tax Increment generated in the Commercial
Subzone, in the form of a Chapter 380 Grant for costs of Authorized Improvements not otherwise
reimbursed under the terms of this Agreement. The City will enter into a separate Chapter 380
SHERLEY FARMS DEVELOPMENT AGREEMENT PAGE 28136741781V.19
Agreement with the Owner for the Chapter 380 Grant related to the Commercial Subzone upon
terms mutually agreeable to the Owner and the City and consistent with this Agreement. The City
shall take steps to consider and adopt or approve the TIRZ Documents, including the Project and
Finance Plan, necessary to effectuate this Section 7. Any amount of the TIRZ Increment that is not
required to be used as set forth in this paragraph may be used by the City for any municipal
purpose.
7.2 TIRZ Funds. The Tax Increment obtained from the TIRZ subzones shall be placed
into a separate accounts as appropriate and shall be used as described above and the Tax Increment
and uses herein shall be incorporated into the Project and Finance Plan.
7.3 Eligible Infrastructure Grant. In consideration of Tellus’ agreement to construct
certain Authorized Improvements as outlined herein, the City shall enter into a Chapter 380
Agreement (the “Impact Fee 380 Agreement”) with Tellus to provide a grant (the “Eligible
Infrastructure Grant”) to reimburse Tellus for the costs of the Elevated Storage Tank Site and the
water, wastewater, roadway, and drainage improvements shown on Exhibits F-1, G, and H
(collectively, the “Eligible Infrastructure”) in an amount up to the same amount of the total Impact
Fees collected from all portions of the Property. The Eligible Infrastructure Grant shall be payable
to Tellus on a quarterly basis after the City’s approval of the submission of evidence of costs of
the Eligible Infrastructure as more particularly described in the Impact Fee 380 Agreement solely
from Impact Fees deposited in the Sherley Farms Impact Fee Account in accordance with Section
5.10.
SECTION 8
PAYMENT AND REIMBURSEMENT OF PID PROJECTS
8.1 Payment of Costs of PID Projects. The Parties understand that PID Bond Proceeds
and/or the proceeds from Assessments will be used to reimburse the Developers for certain PID
Projects Costs related to the PID Projects and, in the event PID Bond Proceeds and/or proceeds
from Assessments are not available at the time that all or a portion of the PID Projects are
substantially complete and the City is ready to accept said PID Projects or portion thereof, PID
Bond Proceeds and/or proceeds from Assessments, once available, will be used to reimburse the
applicable Developer for said PID Projects Cost following acceptance by the City. Such
reimbursement will be governed by the terms of the Reimbursement Agreement to be entered into
between the applicable Developer and the City for the applicable Phase.
8.2 Improvement Account of the Project Fund and Developer Improvement Account.
The Improvement Accounts of the Project Fund and the Developer Improvement Account shall be
administered and controlled by the City and funds in the Improvement Account of the Project Fund
and the Developer Improvement Account shall be deposited and disbursed in accordance with the
terms of the respective Indenture.
8.3 Cost Overrun. If the total PID Projects Cost for any Phase of development exceeds
the total amount of monies on deposit in the Improvement Account of the Project Fund and the
Developer Improvement Account (a “Cost Overrun”), the applicable Developer shall be solely
responsible for the Cost Overrun, except as provided in Section 8.4.
SHERLEY FARMS DEVELOPMENT AGREEMENT PAGE 29136741781V.19
8.4 Cost Underrun. If, upon the completion of construction of an PID Project (or
segment or section thereof) and payment or reimbursement for such PID Project (or segments or
section thereof), there are Cost Underruns, any remaining Budgeted Cost(s) may be available to
pay Cost Overruns on any other PID Project without amending the SAP. The elimination of a
category of PID Projects as set forth in the Service and Assessment Plan will require an amendment
to the SAP. Prior to the completion of all of the PID Projects within an improvement category, as
listed in the applicable SAP and the PID, funds available from an improvement category may be
used as Cost Underruns and applied to another Improvement category without approval of the
City. If, upon completion of the PID Projects in any improvement category, there are funds
remaining in any improvement categories, those funds can then be used to reimburse the applicable
Developer for any qualifying costs of the PID Projects that have not been previously paid.
SECTION 9
ANNEXATION AND POST-ANNEXATION MATTERS
9.1 Annexation.
(a) Annexation. Within sixty (60) days after the Effective Date of this
Agreement, Owner, Tellus (to the extent Tellus owns any portion of the Property), and any other
owner(s) of any part of the Property shall submit a voluntary irrevocable petition for annexation
of the Property to the City in compliance with Chapter 43, Texas Local Government Code, or
other applicable law, as amended (an “Annexation Petition”). Owner, Tellus (to the extent Tellus
owns any portion of the Property), and any other owner(s) of any part of the Property agree to
execute and supply any and all instruments and/or other documentation necessary for the City to
legally annex the Property. The City shall, in accordance with applicable statutory requirements,
take all steps necessary to complete the annexation of the Property within sixty (60) days
following submission of the Annexation Petition. Should the City fail to complete the annexation
of the Property in accordance with this Agreement, Owner and Tellus shall each have the right to
terminate this Agreement with respect to Property owned by Owner or Tellus with written notice
to the City and, upon such termination, the applicable portion of the Property shall be immune to
involuntary annexation by the City for a period of thirty (30) years thereafter regardless of any
change of law, and the City shall be subject to the provisions of subsection (c) herein for creation
of a municipal utility district. The City shall, subject to Section 9.1(b) in accordance with
applicable statutory requirements, take all steps necessary to complete the annexation of the
Property immediately prior to any ordinance adopting the PD Zoning.
(b)Zoning. As soon as is practicable, after or in conjunction with the
annexation of the Property, the City shall consider planned development zoning for the Property
consistent with the Development Standards, the Illustrative Layout, and this Agreement (the “PD
Zoning”). The Parties agree that the Illustrative Layout attached hereto as Exhibit C, the
Development Standards attached hereto as Exhibit D, together with the City Regulations, and the
applicable provisions of this Agreement memorialize the approved plan for development of the
Property as of the Effective Date. Through this Agreement, Owner and Tellus expressly consent
and agree to the PD Zoning of the Property. Any such zoning of the Property shall otherwise be
in accordance with all procedures set forth in the applicable City Regulations. Should the City
Council fail—within 60 days after submittal of a complete and sufficient zoning application—to
approve the PD Zoning, or approves zoning on the Property that is in any way more restrictive
SHERLEY FARMS DEVELOPMENT AGREEMENT PAGE 30136741781V.19
than the PD Zoning without the consent of Owner and Tellus, then Owner and Tellus shall each
have the right to (i) petition for disannexation of their applicable portion of the Property upon
written request delivered to the City or (ii) terminate this Agreement and petition for
disannexation of their applicable portion of the Property with written notice to the City and, in
the event Owner and Tellus exercise the rights in (i) or (ii), and upon receipt of a request or notice
delivered pursuant to (i) or (ii), the City shall disannex the applicable portion of the Property from
the City as soon as is practicable, and the applicable portion of the Property shall be immune to
involuntary annexation by the City for a period of thirty (30) years thereafter regardless of any
change of law and the City shall be subject to the provisions of subsection (c) below for creation
of a municipal utility district. Notwithstanding the foregoing or any other provision of this
Agreement, the failure of Owner and Tellus to submit a zoning application that complies with all
provisions of the Zoning Ordinance applicable to the submittal of a zoning application shall be
deemed a failure to submit a complete and sufficient zoning application, provided that the City
provides notice within forty-five (45) days of such a submittal stating each deficiency that Owner
and Tellus shall be required to cure in order for such zoning application be processed and
considered for approval.
(c)Disannexation; Creation of Municipal Utility District. In the event that (i)
the City defaults under (a) or (b) of this Section 9.1 or (ii) PID Bonds for a particular Phase of the
Project are not issued as a result of any act or omission of the City, including the City’s refusal to
issue such PID Bonds, and a period of ninety (90) days to cure such non-occurrence has passed
after the applicable Developer provides written notice of such non-occurrence or default under
this Section 9.1, then (a) the City shall—if the applicable Developer petitions for disannexation—
disannex the Property for the applicable Developer or the applicable portion of the Property for
which PID Bonds have not been issued (in the case of a failure under item (ii) of this Section
9.1(c) within thirty (30) days of the filing of the disannexation petition by the applicable
Developer and such property shall thereafter be immune to involuntary annexation by the City
for a period of thirty (30) years and (b) the applicable Developer shall provide notice to the City
of its intent to form a municipal utility district or similar utility or improvement district created
by special act of the Texas Legislature or the TCEQ or, if necessary, any other agency with
jurisdiction (a “MUD”) on the portion of the Property disannexed pursuant to this paragraph and,
upon such notice, the City shall be deemed to have consented to the formation of the MUD with
no further action of the City or City Council required; provided that the City shall take any
necessary steps or provide any documents necessary to evidence the City’s consent to the creation
of the MUD to the TCEQ, the Texas Attorney General or other agency or body with regulatory
powers over the MUD. If PID Bonds have been issued for prior Phases of the PID or assessments
been levied, those Phases shall remain within the limits of City. For the avoidance of doubt and
notwithstanding the foregoing or any other provision of this Agreement, this paragraph shall not
apply with respect to a failure under item (ii) above and disannexation shall not be required with
respect to item (ii) above in the event that PID Bonds for a particular Phase of the Project are not
issued by the City because the conditions and requirements set forth in Section 6.1 that are in the
reasonable control of the applicable Developer, which provisions shall solely include items (g),
(h), (k), (o), (q), (r), and (w) set forth under Section 6.1, and in Section 6.2 have not been satisfied
by the applicable Developer. Other than as provided in Section 9.1, Developers waive the right
to file a petition or otherwise seek removal of any portion of the Property from the City unless
and only to the extent the City is required to disannex any part of the Property under this
paragraph.
SHERLEY FARMS DEVELOPMENT AGREEMENT PAGE 31136741781V.19
(d)Survival. In the event Owner or Tellus terminates this Agreement with
respect to a portion of the Property in accordance with this Section 9, Owner’s and Tellus’
respective rights and remedies under this section, including disannexation and the applicable
portion of the Property’s immunity to future involuntary annexation, shall survive such
termination.
(e)Agreement for Services. Pursuant to Section 43.0672, Texas Local
Government Code, this Agreement shall constitute an agreement for the provision of services to
the Property and, except as expressly provided otherwise herein, the City shall, immediately upon
the effective date of any annexation, provide the Property with all those municipal services
currently offered within the City, including those which may be offered in the future, without
discrimination. The Developers are not required to enter into this Agreement and do so in reliance
upon the representations and covenants of the City herein. The annexation procedures described
in plain language in this Agreement require the Developers’ consent. The Parties acknowledge
and agree that—prior to the Effective Date—the City fully satisfied the written disclosure
requirements under Section 212.172(b-1) of the Texas Local Government Code.
SECTION 10
EVENTS OF DEFAULT; REMEDIES
10.1 Events of Default. No Party shall be in default under this Agreement until notice of
the alleged failure of such Party to perform has been given in writing (which notice shall set forth
in reasonable detail the nature of the alleged failure) and until such Party has been given a
reasonable time to cure the alleged failure (such reasonable time to be determined based on the
nature of the alleged failure, but in no event more than thirty (30) days (or any longer time period
to the extent expressly stated in this Agreement as relates to a specific failure to perform) after
written notice of the alleged failure has been given. Notwithstanding the foregoing, no Party shall
be in default under this Agreement if, within the applicable cure period, the Party to whom the
notice was given begins performance and thereafter diligently and continuously pursues
performance until the alleged failure has been cured. Notwithstanding the foregoing, however, a
Party shall be in default of its obligation to make any payment required under this Agreement if
such payment is not made within twenty (20) business days after it is due.
10.2 Remedies. As compensation for the other party's default, an aggrieved Party is
limited to seeking specific performance of the other party's obligations under this Agreement.
10.3 Performance Window; Election to Terminate. In the event a Developer does not
deliver a request on or before December 31, 2028 that the City issue the initial series of PID Bonds,
and Tellus and Owner have not delivered notice of an assignment of Tellus’ rights and obligations
under this Agreement in accordance with Section 11.1 within 60 days prior to such date, none of
the Parties hereto shall thereafter be required to perform under this Agreement and this Agreement
will terminate. If this Agreement is terminated under this Section 10.3, if a PID has been created,
the owner of the applicable Property must within thirty (30) days of such termination file or caused
to be filed with the City an irrevocable petition by the owners of the applicable Property to dissolve
the PID and shall thereafter promptly undertake any and all reasonable and necessary actions to
facilitate the dissolution of the PID. Notwithstanding any provision of this Agreement, the
obligations of any owner of Property regarding the dissolution of the PID in accordance with this
SHERLEY FARMS DEVELOPMENT AGREEMENT PAGE 32136741781V.19
Section 10.3 shall survive the termination of this Agreement.
SECTION 11
ASSIGNMENT; ENCUMBRANCE
11.1 Assignment. This Agreement shall be binding upon and inure to the benefit of the
successors and assigns of the Parties hereto. The obligations, requirements, or covenants to
develop the Property subject to this Agreement shall be assignable, in whole or in part, by Owner
(with respect to any portion of the Property owned by Owner) or Tellus (with respect to any portion
of the Property owned by Tellus), with the prior written consent of the City. The City’s consent
to such assignment shall not be unreasonably shall not be unreasonably withheld, conditioned, or
delayed. Under no circumstances shall any part of this Agreement be assigned to an Institutional
Investor. Notwithstanding the foregoing, the Owner (with respect to any portion of the Property
owned by Owner) or Tellus has the right (with respect to any portion of the Property owned by
Tellus) from time to time, without the consent of but with written notice to the City, to assign this
Agreement in whole or in part to (i) any person or entity that is or will become an owner of any
portion of the Property, to the extent of such assignee’s ownership of the Property (or portion
thereof), (ii) any entity formed in which the Owner or Tellus or any principal of the Owner or
Tellus retains an ownership interest of at least fifty-one percent (51%), any subsidiary of the Owner
or Tellus, or any entity that is under common control with or controlled by the Owner or Tellus,
or (iii) any lien holder on the Property. An assignee shall be considered a “Party” for the purposes
of this Agreement. Each assignment shall be in writing executed by the Owner or Tellus, as
applicable, and the assignee and shall obligate the assignee to be bound by this Agreement to the
extent this Agreement applies or relates to the obligations, rights, title, or interests being assigned.
No assignment by the Owner or Tellus shall release the Owner or Tellus, as applicable, from any
liability that resulted from an act or omission by such Party that occurred prior to the effective date
of the assignment unless the City approves the release in writing. The Owner and Tellus shall
maintain written records of all assignments made by the Owner or Tellus, respectively, to
assignees, including a copy of each executed assignment and, upon written request from any Party
or assignee, shall provide a copy of such records to the requesting person or entity, and this
obligation shall survive the assigning Party’s sale, assignment, transfer, or other conveyance of
any interest in this Agreement or the Property.
11.2 Assignees as Parties. An Assignee authorized in accordance with this Agreement
and for which notice of assignment has been provided in accordance herewith shall be considered
a “Party” for the purposes of this Agreement. With the exception of: (a) the City, (b) an End User,
(c) a purchaser of a Fully Developed and Improved Lot, and (d) the Owner (which shall have the
obligations described herein), any person or entity upon becoming an owner of land within the
PID or upon obtaining an ownership interest in any part of the Property shall be deemed to be a
“Developer” and have all of the rights and obligations of a Developer with respect to such part of
the Property as set forth in this Agreement and all related documents to the extent of said ownership
or ownership interest.
11.3 Third Party Beneficiaries. Except as otherwise provided herein, this Agreement
inures to the benefit of, and may only be enforced by, the Parties. No other person or entity shall
have any right, title, or interest under this Agreement or otherwise be deemed to be a third-party
beneficiary of this Agreement.
SHERLEY FARMS DEVELOPMENT AGREEMENT PAGE 33136741781V.19
11.4 Notice of Assignment. Subject to Section 11.1 of this Agreement, the following
requirements shall apply in the event that the Owner sells, assigns, transfers, or otherwise conveys
the Property or any part thereof and/or any of its rights or benefits under this Agreement: (i) the
Owner must provide written notice to the City to the extent required under Section 11.1; (ii) said
notice must describe the extent to which any rights or benefits under this Agreement will be sold,
assigned, transferred, or otherwise conveyed; (iii) said notice must state the name, mailing address,
telephone contact information, and, if known, email address, of the person(s) that will acquire any
rights or benefits as a result of any such sale, assignment, transfer or other conveyance; and (iv)
said notice must be signed by a duly authorized person representing the applicable Owner and a
duly authorized representative of the person that will acquire any rights or benefits as a result of
the sale, assignment, transfer or other conveyance.
SECTION 12
GENERAL PROVISIONS
12.1 Recitals. The recitals contained in this Agreement: (a) are true and correct as of the
Effective Date; (b) form the basis upon which the Parties negotiated and entered into this
Agreement; (c) reflect the final intent of the Parties with regard to the subject matter of this
Agreement; and (d) are fully incorporated into this Agreement for all purposes. In the event it
becomes necessary to interpret any provision of this Agreement, the intent of the Parties, as
evidenced by the recitals, shall be taken into consideration and, to the maximum extent possible,
given full effect. The Parties have relied upon the recitals as part of the consideration for entering
into this Agreement and, but for the intent of the Parties reflected by the recitals, would not have
entered into this Agreement.
12.2 Acknowledgments. In negotiating and entering into this Agreement, the Parties
respectively acknowledge and understand that:
(a)The Developers’ obligations hereunder are primarily for the benefit of the
Property;
(b)the improvements to be constructed and the open space dedications and
donations of real property that the Developers are obligated to set aside and/or dedicate under this
Agreement will benefit the Project by positively contributing to the enhanced nature thereof,
increasing property values within the Project, and encouraging investment in and the ultimate
development of the Project;
(c)the Developers’ consent and acceptance of this Agreement is not an
exaction or a concession demanded by the City, but is an undertaking of Developers’ voluntary
design to ensure consistency, quality, and adequate public improvements that will benefit the
Property;
(d)the Public Infrastructure will benefit the City and promote state and local
economic development, stimulate business and commercial activity in the City for the
development and diversification of the economy of the state, promote the development and
expansion of commerce in the state, and reduce unemployment or underemployment in the state;
SHERLEY FARMS DEVELOPMENT AGREEMENT PAGE 34136741781V.19
(e)nothing contained in this Agreement shall be construed as creating or
intended to create a contractual obligation that controls, waives, or supplants the City Council’s
legislative discretion or functions with respect to any matters not specifically addressed in this
Agreement; and
(f)this Agreement is a development agreement under Section 212.172, Texas
Local Government Code.
12.3 Binding Obligations. This Agreement and all amendments thereto and assignments
hereof shall be recorded in the Real Property Records. This Agreement binds and constitutes a
covenant running with the Property and, upon the Effective Date, is binding upon the Owner,
Tellus and the City, and forms a part of any other requirements for development within the
Property. This Agreement, when recorded, shall be binding upon the Parties and their successors
and assigns as permitted by this Agreement and upon the Property; however, this Agreement shall
not be binding upon, and shall not constitute any encumbrance to title as to, any End User of a
Fully Developed and Improved Lot except for land use and development regulations that apply to
such Fully Developed and Improved Lot.
12.4 Complete Agreement. This Agreement embodies the entire Agreement between the
Parties and cannot be varied or terminated except as set forth in this Agreement, or by written
agreement of the Parties expressly amending the terms of this Agreement.
12.5 Consideration. This Agreement is executed by the Parties hereto without coercion
or duress and for substantial consideration, the sufficiency of which is hereby acknowledged.
12.6 Term. Unless otherwise extended by mutual agreement of the Parties, the term of
this Agreement shall be until the later of (i) thirty (30) years from the Effective Date or (ii) the
final maturity of PID Bonds sold in accordance with this Agreement (the “Original Term”). Upon
expiration of the Original Term, the City shall have no obligations under this Agreement with the
exception of maintaining and operating the PID in accordance with the SAP and the Indenture,
and the Developers’ obligations shall terminate.
12.7 INDEMNIFICATION AND HOLD HARMLESS. TELLUS AND THE OWNER,
RESPECTIVELY, INCLUDING THEIR RESPECTIVE SUCCESSORS AND ASSIGNS,
HEREBY COVENANT AND AGREE TO RELEASE, DEFEND, HOLD HARMLESS, AND
INDEMNIFY THE CITY AND ITS OFFICIALS, OFFICERS, AGENTS, REPRESENTATIVES,
SERVANTS AND EMPLOYEES (COLLECTIVELY, THE “RELEASED PARTIES”), FROM
AND AGAINST ALL THIRD-PARTY CLAIMS, SUITS, JUDGMENTS, DAMAGES, AND
DEMANDS AGAINST THE CITY OR ANY OF THE RELEASED PARTIES, WHETHER
REAL OR ASSERTED INCLUDING WITHOUT LIMITATION REASONABLE
ATTORNEY’S FEES, RELATED EXPENSES, EXPERT WITNESS FEES, CONSULTANT
FEES, AND OTHER COSTS, ARISING OUT OF THE NEGLIGENCE OR OTHER
WRONGFUL CONDUCT OF TELLUS OR OWNER, INCLUDING THE NEGLIGENCE OF
ITS RESPECTIVE EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, MATERIAL
MEN, AND/OR AGENTS, IN CONNECTION WITH THE DESIGN OR CONSTRUCTION OF
ANY PUBLIC INFRASTRUCTURE, STRUCTURES, OR OTHER FACILITIES OR
IMPROVEMENTS THAT ARE REQUIRED OR PERMITTED UNDER THIS AGREEMENT
SHERLEY FARMS DEVELOPMENT AGREEMENT PAGE 35136741781V.19
(TOGETHER, “CLAIMS”); PROVIDED THAT SUCH INDEMNIFICATION SHALL BE
SEVERAL AND PROVIDED BY THE OWNER AND TELLUS SOLELY FOR THE
RESPECTIVE PUBLIC INFRASTRUCTURE INSTALLED BY EACH AND IN NO EVENT
SHALL THE OWNER BE REQUIRED TO INDEMNIFY TELLUS FOR CLAIMS MADE
UNDER THIS AGREEMENT; AND IT IS EXPRESSLY UNDERSTOOD THAT SUCH
CLAIMS SHALL, EXCEPT AS MODIFIED BELOW, INCLUDE CLAIMS EVEN IF
CAUSED BY THE CITY’S OWN CONCURRENT NEGLIGENCE SUBJECT TO THE
TERMS OF THIS SECTION. TELLUS AND OWNER SHALL NOT, HOWEVER, BE
REQUIRED TO INDEMNIFY THE CITY AGAINST CLAIMS CAUSED BY THE CITY’S
SOLE NEGLIGENCE, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. IF THE
CITY INCURS CLAIMS THAT ARE CAUSED BY THE CONCURRENT NEGLIGENCE OF
TELLUS OR OWNER, AS APPLICABLE, AND THE CITY, TELLUS’ OR OWNER’S
RESPECTIVE INDEMNITY OBLIGATION WILL BE LIMITED TO A FRACTION OF THE
TOTAL CLAIMS EQUIVALENT TO TELLUS’ OR OWNER’S, AS APPLICABLE, OWN
PERCENTAGE OF RESPONSIBILITY. TELLUS AND OWNER, RESPECTIVELY,
INCLUDING THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, FURTHER COVENANT
AND AGREE TO RELEASE, DEFEND, HOLD HARMLESS, AND INDEMNIFY, THE CITY
AGAINST ANY AND ALL CLAIMS BY ANY PERSON CLAIMING AN OWNERSHIP
INTEREST IN THE PROPERTY OWNED BY THE OWNER OR TELLUS , AS APPLICABLE,
PRIOR TO THE EFFECTIVE DATE WHO HAS NOT SIGNED THIS AGREEMENT IF SUCH
CLAIMS RELATE IN ANY MANNER OR ARISE IN CONNECTION WITH: (1) THE CITY’S
RELIANCE UPON TELLUS’ OR OWNER’S RESPECTIVE REPRESENTATIONS IN THIS
AGREEMENT; (2) THIS AGREEMENT OR OWNERSHIP OF THE PROPERTY; OR (3) THE
CITY’S APPROVAL OF ANY TYPE OF DEVELOPMENT APPLICATION OR SUBMISSION
WITH RESPECT TO THE PROPERTY; PROVIDED THAT THE INDEMNITY PROVIDED
BY THE OWNER OR TELLUS WITH RESPECT TO SUCH CLAIMS SHALL SOLELY BE
FOR THEIR RESPCTIVE PORTIONS OF THE PROPERTY.
12.8 Status of Parties. At no time shall the City have any control over or
charge/supervision of Tellus’ or Owner’s design, construction, installation or other work related
to any of the Public Infrastructure, nor the means, methods, techniques, sequences, or procedures
utilized for said design, construction, installation or other work. This Agreement does not create a
joint enterprise or venture or employment relationship between the City, the Owner and Tellus.
12.9 Payee Information. With respect to any and every type of payment/remittance due
to be paid at any time by the City to a Party hereto after the Effective Date under this Agreement,
the name and delivery address of the payee for such payment shall be the notice address applicable
to such party set forth in Section 12.10. Any Party to receive such payments/remittance may
change the name of the payee and/or address by delivering written notice to the City designating
a new payee and/or address or through an assignment of such Party’s rights hereunder.
12.10 Notices. Any notice, submittal, payment or instrument required or permitted by
this Agreement to be given or delivered to any party shall be deemed to have been received (i) if
delivered via a method other than e-mail, when delivered personally or upon the expiration of
72 hours following deposit of the same in any United States Post Office, registered or certified
mail, postage prepaid or (ii) if delivered via e-mail, upon the earlier of receipt of a “delivery
receipt” or on the next Business Day after being sent (as recorded on the device from which the
SHERLEY FARMS DEVELOPMENT AGREEMENT PAGE 36136741781V.19
sender sent the email) unless the sender receives an automated message that the email has not been
delivered. Any such notice shall be addressed as follows:
To the City: City of Anna, Texas
Attn: City Manager
120 W. 7th Street
Anna, Texas 75409
E-mail: rhenderson@annatexas.gov
With a copy to: Wolfe, Tidwell & McCoy, LLP
Attn: Clark McCoy
2591 Dallas Parkway, Suite 300
Frisco, Texas 75034
E-mail: cmccoy@wtmlaw.net
And to: McCall, Parkhurst & Horton L.L.P.
Attn: Rodolfo Segura Jr
717 North Harwood, Suite 900
Dallas, Texas 75201
E-mail: rsegura@mphlegal.com
To Tellus: Tellus Texas III, LLC
Attn: Andre Ferrari
5301 Headquarters Dr., Suite 120
Plano, Texas 75024
E-mail: aferrari@tellusgroupllc.com
With copies to: Locke Lord
Attn: Drew Slone
2200 Ross Ave., Suite 2800
Dallas, Texas 75201
E-mail: dslone@lockelord.com
Brad Holdbrook
Haynes and Boone
2801 N. Harwood Street, Suite 2300
Dallas, TX 75201
E-mail: brad.holdbrook@haynesboone.com
Chris Simek
5301 Headquarters Dr., Suite 120
Plano, Texas 75024
E-mail: csimek@tellusgroupllc.com
SHERLEY FARMS DEVELOPMENT AGREEMENT PAGE 37136741781V.19
To Owner: Sherley Farms, LP
Attn: Tasha Escoto
P.O. Box 6069
McKinney, Texas 75071
E-mail: tasha@sherleypartnersltd.com
With a copy to: Tobin Swope
Winstead PC
2728 N. Harwood, Suite 500
Dallas, Texas 75201
E-mail: tswope@winstead.com
Any Party may change its address or addresses for delivery of notice by delivering written notice
of such change of address to the other Party.
12.11 Estoppel Certificates. From time to time, upon written request of a Developer or
Owner under this Agreement, and upon the payment to the City of a $100.00 fee plus all reasonable
costs incurred by the City in providing the certificate described in this section, the City Manager,
or his/her designee will, in his/her official capacity and to his/her reasonable knowledge and belief,
execute a written estoppel certificate identifying any obligations of the respective Owner under
this Agreement that are in default.
12.12 Interpretation. Each Party has been actively involved in negotiating and drafting
this Agreement. Accordingly, a rule of construction that any ambiguities are to be resolved against
the drafting Party will not apply to interpreting this Agreement. In the event of any dispute over
the meaning or application of any provision of this Agreement, the provision will be interpreted
fairly and reasonably and neither more strongly for nor against any Party, regardless of which Party
originally drafted the provision.
12.13 Time. In this Agreement, time is of the essence and compliance with the times for
performance herein is required.
12.14 Authority and Enforceability. The City represents and warrants that this Agreement
has been approved by official action by the City Council of the City in accordance with all
applicable public notice requirements (including, but not limited to, notices required by the Texas
Open Meetings Act) and that the individual executing this Agreement on behalf of the City has
been duly authorized to do so. The Owner and Tellus respectively represent and warrant that this
Agreement has been approved by appropriate action of the Owner and Tellus, respectively, and
that each individual executing this Agreement on behalf of the Owner or Tellus has been duly
authorized to do so. Each Party respectively acknowledges and agrees that this Agreement is
binding upon such Party and is enforceable against such Party, in accordance with its terms and
conditions.
12.15 Limited Waiver of Immunity. The Parties are entering into this Agreement in
reliance upon its enforceability. Consequently, the City unconditionally and irrevocably waives all
claims of sovereign and governmental immunity which it may have (including, but not limited to,
immunity from suit and immunity to liability) to the extent, but only to the extent, that a waiver is
SHERLEY FARMS DEVELOPMENT AGREEMENT PAGE 38136741781V.19
necessary to enforce specific performance of this Agreement (including all of the remedies
provided under this Agreement) and to give full effect to the intent of the Parties under this
Agreement. Notwithstanding the foregoing, the waiver contained herein shall not waive any
immunities that the City may have with respect to claims of injury to persons or property, which
claims shall be subject to all of their respective immunities and to the provisions of the Texas Tort
Claims Act. Further, the waiver of immunity herein is not enforceable by any party not a Party to
this Agreement.
12.16 Amendment; Severability. This Agreement shall not be modified or amended
except in writing signed by the Parties; provided that any amendment relating to a distinct portion
of the Property may be signed solely by the owner of such Property and the City without the
requirement of signatures from any other Party hereto and the remaining Parties hereto consent to
such amendment. If any provision of this Agreement is determined by a court of competent
jurisdiction to be unenforceable for any reason, then: (a) such unenforceable provision shall be
deleted from this Agreement; (b) the unenforceable provision shall, to the extent possible and upon
mutual agreement of the Parties, be rewritten to be enforceable and to give effect to the intent of
the Parties; and (c) the remainder of this Agreement shall remain in full force and effect and shall
be interpreted to give effect to the intent of the Parties.
12.17 Applicable Law; Venue. This Agreement is entered into pursuant to and is to be
construed and enforced in accordance with the laws of the State of Texas and all obligations of the
Parties are performable in Collin County. Exclusive venue for any action related to, arising out of,
or brought in connection with this Agreement shall be in a state district court in Collin County.
12.18 Non Waiver. Any failure by a Party to insist upon performance by the other Party
of any material provision of this Agreement shall not be deemed a waiver thereof, and the Party
shall have the right at any time thereafter to insist upon strict performance of any and all provisions
of this Agreement. No provision of this Agreement may be waived except by writing signed by
the Party waiving such provision. Any waiver shall be limited to the specific purposes for which
it is given. No waiver by any Party of any term or condition of this Agreement shall be deemed or
construed to be a waiver of any other term or condition or subsequent waiver of the same term or
condition.
12.19 Force Majeure. Each Party shall use good faith, due diligence and reasonable care
in the performance of its respective obligations under this Agreement, and time shall be of the
essence in such performance; however, in the event a Party is unable, due to force majeure, to
perform its obligations under this Agreement, then the obligations affected by the force majeure
shall be temporarily suspended. Within ten (10) business days after the occurrence of a force
majeure, the Party claiming the right to temporarily suspend its performance, shall give written
notice to all the Parties, including a detailed explanation of the force majeure and a description of
the action that will be taken to remedy the force majeure and resume full performance at the earliest
possible time. The term “force majeure” shall include events or circumstances that are not within
the reasonable control of the Party whose performance is suspended and that could not have been
avoided by such Party with the good faith exercise of good faith, due diligence and reasonable
care. A Party that has claimed the right to temporarily suspend its performance under this section
shall provide written reports to the other Party at least once every week detailing: (i) the extent to
which the force majeure event or circumstance continues to prevent the Party’s performance; (ii)
SHERLEY FARMS DEVELOPMENT AGREEMENT PAGE 39136741781V.19
all of the measures being employed to regain the ability to fully perform; and (iii) the projected
date upon which the Party will be able to resume full performance.
12.20 Statutory Verifications.Each of the Owner and Tellus (each, a “Representing
Party”) makes the following representations and covenants pursuant to Chapters 2252, 2271, 2274,
and 2276, Texas Government Code, as heretofore amended (the “Government Code”), in entering
into this Agreement. As used in such verifications, “affiliate” means an entity that controls, is
controlled by, or is under common control with the Representing Party within the meaning of SEC
Rule 405, 17 C.F.R. § 230.405, and exists to make a profit. Liability for breach of any such
verification during the term of this Agreement shall survive until barred by the applicable statute
of limitations, and shall not be liquidated or otherwise limited by any provision of this Agreement,
notwithstanding anything in this Agreement to the contrary.
a.Not a Sanctioned Company. Each Representing Party respectively
represents that neither it nor any of its parent company, wholly- or majority-owned
subsidiaries, and other affiliates is a company identified on a list prepared and maintained
by the Texas Comptroller of Public Accounts under Section 2252.153 or Section
2270.0201, Government Code. The foregoing representation excludes any Representing
Party and each of its parent company, wholly- or majority-owned subsidiaries, and other
affiliates, if any, that the United States government has affirmatively declared to be
excluded from its federal sanctions regime relating to Sudan or Iran or any federal sanctions
regime relating to a foreign terrorist organization.
b.No Boycott of Israel. Each Representing Party respectively hereby verifies
that it and its parent company, wholly- or majority-owned subsidiaries, and other affiliates,
if any, do not boycott Israel and will not boycott Israel during the term of this Agreement.
As used in the foregoing verification, “boycott Israel” has the meaning provided in Section
2271.001, Government Code.
c.No Discrimination Against Firearm Entities. Each Representing Party
respectively hereby verifies that it and its parent company, wholly- or majority-owned
subsidiaries, and other affiliates, if any, do not have a practice, policy, guidance, or
directive that discriminates against a firearm entity or firearm trade association and will
not discriminate against a firearm entity or firearm trade association during the term of this
Agreement. As used in the foregoing verification, “discriminate against a firearm entity or
firearm trade association” has the meaning provided in Section 2274.001(3), Government
Code.
d.No Boycott of Energy Companies. Each Representing Party respectively
hereby verifies that it and its parent company, wholly- or majority-owned subsidiaries, and
other affiliates, if any, do not boycott energy companies and will not boycott energy
companies during the term of this Agreement. As used in the foregoing verification,
“boycott energy companies” has the meaning provided in Section 2276.001(1),
Government Code.
12.21 Form 1295. Submitted herewith is a completed Form 1295 in connection with the
participation of the Owner and Tellus to the extent each constitutes a “business entity” for the
SHERLEY FARMS DEVELOPMENT AGREEMENT PAGE 40136741781V.19
purposes of Section 2252.908 of the Texas Government Code in the execution of this Agreement
generated by the Texas Ethics Commission’s (the “TEC”) electronic filing application in
accordance with the provisions of Section 2252.908 of the Texas Government Code and the rules
promulgated by the TEC (the “Form 1295”). The City hereby confirms receipt of the Form 1295
from the Owner and Tellus to the extent that each constitutes a “business entity” for the purposes
of Section 2252.908 of the Texas Government Code, and the City agrees to acknowledge such
form with the TEC through its electronic filing application not later than the 30th day after the
receipt of such form. The Owner, Tellus and the City understand and agree that, with the exception
of information identifying the City and the contract identification number, neither the City nor its
consultants are responsible for the information contained in the Form 1295; that the information
contained in the Form 1295 has been provided solely by the Owner and Tellus; and, neither the
City nor its consultants have verified such information.
12.22 Counterparts. This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original and constitute one and the same instrument.
12.23 Exhibits. The following exhibits are attached to this Agreement and are
incorporated herein for all purposes:
Exhibit A Metes and Bounds Description of the Property
Exhibit B Depiction of the Property
Exhibit C Illustrative Layout
Exhibit D Development Standards
Exhibit E Authorized Improvements and Budgeted Costs
Exhibit F-1 Major Sewer Improvements
Exhibit F-2 City Constructed Sewer Improvements
Exhibit F-3 Sewer Improvements Schedule
Exhibit G Major Water Improvements
Exhibit H Major Roadway Improvements
Exhibit H-1 Proposed Thoroughfare Plan Revision
Exhibit I Conceptual Amenity Depictions
Exhibit J Trail and Open Space Improvements
Exhibit K PID Bonds Financial Summary
[SIGNATURES PAGES AND EXHIBITS FOLLOW]
Development Agreement Signature Page136741781v.19
EXECUTED BY THE PARTIES TO BE EFFECTIVE ON THE EFFECTIVE DATE:
CITY OF ANNA, TEXAS
By:
Name: Pete Cain
Title: Mayor
Date:
STATE OF TEXAS §
COUNTY OF COLLIN §
This instrument was acknowledged before me on this ___ day of December 2024, by Pete
Cain, Mayor of the City of Anna, Texas, on behalf of said City.
Notary Public, State of Texas
[SEAL]
Approved as to form:
___________________________
Clark McCoy, City Attorney
Exhibit A
Metes and Bounds Description of the Property
SHERLEY FARMS SOUTH TRACT
LEGAL DESCRIPTION
970.482 ACRES
BEING a tract of land situated in the G. Morrison Survey, Abstract No. 559, the S. Moore Survey, Abstract
No. 625, and the J. Fisher Survey, Abstract No. 305, in Collin County, Texas, being part of Tracts 1.1, 1.2,
1.3, 1.4, all of Tract 1.6, recorded in Volume 4466, Page 153, Deed Records, Collin County, Texas (DRCCT),
and part of Tracts 1.1, 1.2, 1.3, and 1.4, recorded in Volume 4466, Page 183 DRCCT, and all of Tract 1.2,
recorded in Volume 4466, Page 201 DRCCT, with the subject tract being more particularly described as
follows:
BEGINNING at a 1/2" iron rod found on the north line of Farm to Market Road 455, a variable width public
right-of-way, for the southeast corner of a tract conveyed to Timothy P. Adams and Patricia S. Adams,
recorded in Document No. 20170117000070510, Official Public Records, Collin County, Texas (OPRCCT);
THENCE N 00°40'51" E, along the east line of said Adams tract, passing at 19.16 feet a 5/8" iron rod with
plastic cap found for witness, continuing a total distance of 321.14 feet to a 1/2" iron rod found;
THENCE N 01°18'15" E, 307.48 feet continuing along the east line thereof to a 1/2" iron rod with plastic
cap found for the southeast corner of a tract conveyed to Wilcox Anna Properties, LLC, recorded in
Document No. 20090225000210920 OPRCCT;
THENCE N 01°02'30" E, 904.66 feet along the east line thereof, and of an east line of a tract conveyed to
City of Anna recorded in Volume 5961, Page 7136 DRCCT, to a 1/2" iron rod with plastic cap stamped
"SPIARSENG" set for the southeast corner of "The Town Farm" First Tract, conveyed to MJLA Adams, Ltd.,
recorded in Document No. 20110505000462590 OPRCCT;
THENCE N 00°56'20" E, 1597.53 feet along the east line of said MJLA Adams tract to a 1/2" iron rod with
plastic cap stamped "SPIARSENG" set for the northeast corner thereof;
THENCE N 87°10'06" W, 281.88 feet along the north line of said MJLA Adams tract to a 3/8" iron rod found
for the southeast corner of a tract conveyed to Equity Trust Company Custodian FBO Raj Kakarlapudi IRA
and NKS Estates, LLC, recorded in Document No. 20210628001299290 OPRCCT;
THENCE N 02°29'42" E, 2152.51 feet along the east line thereof to a 3/8" iron rod found on the east line
of Farm to Market Road 2862, a 90-foot-wide public right-of-way;
THENCE along the east line thereof, around a non-tangent curve to the left having a central angle of
20°03'34", a radius of 363.31 feet, a chord of N 12°39'47" E - 126.55 feet, an arc length of 127.20 feet;
THENCE N 02°38'00" E, 324.15 feet continuing along the east line of said right-of-way to a 1/2" iron rod
with plastic cap found for the southwest corner of a tract conveyed to Anna Independent School District,
recorded in Volume 5816, Page 2962 DRCCT;
THENCE S 88°36'00" E, 946.63 feet along the south line thereof;
THENCE N 01°24'00" E, 946.63 feet along the east line of said Anna ISD tract to the intersection thereof
with the south line of Farm to Market Road 2862;
THENCE along the south line thereof, the following:
S 88°36'00" E, 1840.60 feet;
S 87°35'00" E, 950.82 feet;
S 87°54'00" E, 852.06 feet;
S 88°23'00" E, 1005.18 feet;
And a tangent curve to the left having a central angle of 61°39'58", a radius of 363.31 feet, a chord of N
60°47'01" E - 372.42 feet, an arc length of 391.02 feet to a 1/2" iron rod with plastic cap stamped
"SPIARSENG" set for a westerly corner of a tract conveyed to Larry Kropman Bennett and Jill Rae Bennett,
recorded in Volume 1718, Page 193 DRCCT, and from which a 5/8" iron rod with plastic cap found bears
N 17°37'19" E, 154.65 feet (a chord bearing and distance);
THENCE S 02°42'15" W, 147.06 feet along the west line of said Bennett tract to a 1/2" iron rod with plastic
cap stamped "SPIARSENG" set;
THENCE S 88°34'52" E, along the south line of said Bennett tract, passing at 317.47 feet a 3/8" iron rod
found for the southwest corner of a tract conveyed to the Nagamanohar Javvaji and Chaya Javvaji Living
Trust, recorded in Document No. 20160209000150410 OPRCCT, continuing a total distance of 1164.17
feet to a 1/2" iron rod found for the southeast corner thereof;
THENCE N 01°54'20" W, 404.61 feet along the east line thereof to a 1/2" iron rod with plastic cap found
for the southwest corner of a tract conveyed to Jacob Knettel and Alexandra T. Knettel, recorded in
Document No. 20160902001176800 OPRCCT;
THENCE N 88°51'58" E, 711.14 feet along the south line thereof to a 1/2" iron rod with plastic cap found
for the upper southwest corner of a tract conveyed to Bobby R. Beall and Mary Reloa Beall, Trustees of
the Beall Family Living Trust, recorded in Volume 5842, Page 1374 DRCCT;
THENCE N 89°53'22" E, 543.59 feet along the upper south line thereof to a fence post found;
THENCE S 00°43'46" W, 1256.27 feet along a westerly line of said Beall tract to a 1/2" iron rod found for
a northwesterly corner of a tract conveyed to JDI Investors, LP, recorded in Document No.
20141016001133750 OPRCCT;
THENCE S 00°27'02" W, 1121.81 feet, generally along a fence and along a westerly line of said JDI tract to
a fence post found;
THENCE N 89°10'40" W, 1167.05 feet, generally along a fence and along a southerly line of said JDI tract
to a fence post found;
THENCE S 00°10'31" E, 1608.22 feet, generally along a fence and along a westerly line of said JDI tract to
a 1/2" iron rod found for the northeast corner of a tract conveyed to WKG Enterprises, Ltd., recorded in
Volume 4478, Page 2546 DRCCT;
THENCE N 88°26'32" W, 1013.41 feet along the north line thereof to a 1/2" iron rod found for the
northeast corner of a tract conveyed to Miles and Bobbi Martin, recorded in Document No.
20220331000521330 OPRCCT;
THENCE N 88°01'21" W, 524.66 feet along the north line thereof to a 1/2" iron rod with plastic cap
stamped "SPIARSENG" set;
THENCE N 87°54'42" W, continuing along the north line of said Martin tract, passing at 261.79 feet a 3/4"
iron pipe found for the northeast corner of a tract conveyed to Zen Assets LLC, recorded in Document No.
2022000142528 OPRCCT, and continuing along the north line thereof a total distance of 523.20 feet to a
1/2" iron rod with plastic cap stamped "SPIARSENG" set;
THENCE S 00°57'28" W, 2078.20 feet along the west line thereof to a 1/2" iron rod found for the southwest
corner of said Zen Assets tract, being a bend point in County Road 424, a public road;
THENCE S 00°31'42" E, 913.32 feet along said road to a 60d nail found for a bend point thereof;
THENCE N 88°34'43" W, 435.86 feet continuing along said road to a point for the intersection of County
Road 424 with the north line of Farm to Market Road 455;
THENCE along the north line of said right-of-way, the following:
N 00°51'24" E, 46.08 feet to a wood highway monument;
N 89°08'36" W, 1080.65 feet to a wood highway monument;
A tangent curve to the left having a central angle of 03°40'00", a radius of 5774.58 feet, a chord of S
89°01'24" W - 369.48 feet, an arc length of 369.55 feet to a 1/2" iron rod with plastic cap stamped
"SPIARSENG" set;
N 02°48'36" W, 5.00 feet to a 1/2" iron rod with plastic cap stamped "SPIARSENG" set;
S 87°11'24" W, 1677.79 feet to a 1/2" iron rod with plastic cap stamped "SPIARSENG" set;
S 88°35'24" W, 857.61 feet to a 1/2" iron rod with plastic cap stamped "SPIARSENG" set;
S 87°45'48" W, 346.50 feet to a 1/2" iron rod with plastic cap stamped "SPIARSENG" set;
And S 88°35'24" W, 209.16 feet to the POINT OF BEGINNING with the subject tract containing 42,274,206
square feet or 970.482 acres of land.
SHERLEY FARMS NORTH TRACT
LEGAL DESCRIPTION
153.110 ACRES
BEING a tract of land situated in the J. Farris Survey, Abstract No. 330, and the S. Moore Survey, Abstract
No. 625, in Collin County, Texas, being part of Tract 1.7, recorded in Volume 4466, Page 153, Deed
Records, Collin County, Texas (DRCCT), and part of Tracts 1.5 and 1.6, recorded in Volume 4466, Page 183
DRCCT, and all of Tract 1.1, recorded in Volume 4466, Page 201 DRCCT, with the subject tract being more
particularly described as follows:
BEGINNING at a 1/2" iron rod with plastic cap stamped "SPIARSENG" set on the north line of Farm to
Market Road 2862, a called 90-foot-wide right-of-way, for the southeast corner of the "First Tract"
conveyed to Daniel W. Koen and Sue Ann Burleson-Koen, recorded in Document No. 93-0107055 DRCCT,
from which a 1/2" iron rod found bears N 88°36'00" W, 1326.83 feet;
THENCE N 01°09'20" E, 958.23 feet along the common line thereof to a fence post found for a southwest
corner of a tract conveyed to 3Mc Joint Venture, recorded in Volume 3670, Page 174 DRCCT;
THENCE along the common line thereof the following:
S 87°43'06" E, 1297.37 feet to a 1/2" iron rod with plastic cap stamped "SPIARSENG" set;
N 01°31'00" E, 90.36 feet to a point on the bank of a reservoir;
N 01°23'00" E, 892.67 feet to a point on the bank of a reservoir;
N 00°54'00" E, 297.22 feet to a 1/2" iron rod with plastic cap stamped "SPIARSENG" set;
And N 01°19'00" E, passing at 346.16 feet a 1/2" iron rod found for witness, being on the south line of
County Road 427, a public road, continuing into said road a total distance of 363.52 feet to a point for
corner;
THENCE S 88°36'15" E, 2111.97 feet along said road to a point for corner being the northwest corner of a
tract conveyed to Tina Trimbur, recorded in Volume 5570, Page 1829 DRCCT;
THENCE S 01°46'06" W, 515.24 feet along the west line thereof to a 1/2" iron rod found for the northwest
corner of a tract conveyed to Todd O'Brien Hannan and Kimberly Michele Hannan, co-trustees of the TKSL
Tattoo Revocable Trust, recorded in Document No. 20210422000816440, Official Public Records, Collin
County, Texas;
THENCE along the west line thereof, the following:
S 02°08'00" W, 125.96 feet to a 1/2" iron rod with plastic cap stamped "SPIARSENG" set;
S 01°43'00" W, 589.97 feet to a 1/2" iron rod with plastic cap stamped "SPIARSENG" set;
S 01°36'00" W, 319.63 feet to a 1/2" iron rod with plastic cap stamped "SPIARSENG" set;
And S 01°07'00" W, 163.58 feet to a 1/2" iron rod with plastic cap stamped "SPIARSENG" set on the north
line of Farm to Market Road 2862, and from which a 1" iron rod found bears S 71°47'28" W, 1.15 feet;
THENCE along the north line of said Farm to Market Road, the following:
A non-tangent curve to the left having a central angle of 29°26'09", a radius of 363.31 feet, a chord of S
15°56'04" W - 184.61 feet, an arc length of 186.65 feet to a 1/2" iron rod with plastic cap stamped
"SPIARSENG" set;
S 01°13'00" W, 446.03 feet to a 1/2" iron rod with plastic cap stamped "SPIARSENG" set;
A tangent curve to the right having a central angle of 90°24'00", a radius of 273.31 feet, a chord of S
46°25'00" W - 387.87 feet, an arc length of 431.22 feet to a 1/2" iron rod with plastic cap stamped
"SPIARSENG" set;
N 88°23'00" W, 1004.80 feet to a 1/2" iron rod with plastic cap stamped "SPIARSENG" set;
N 87°54'00" W, 851.44 feet to a 1/2" iron rod with plastic cap stamped "SPIARSENG" set;
N 87°35'00" W, 951.37 feet to a 1/2" iron rod with plastic cap stamped "SPIARSENG" set;
And N 88°36'00" W, 266.77 feet to the POINT OF BEGINNING with the subject tract containing 6,669,493
square feet or 153.110 acres of land.
Exhibit B
Depiction of the Property
970.482 Acres( 42,274,206 S.F.) COLLIN COUNTY, TEXASSherley FarmsRLEGEND12
COLLIN COUNTY, TEXASSherley FarmsSURVEYOR'S CERTIFICATESURVEY RELATED SCHEDULE "B" - EXCEPTIONSFirst American Title Insurance Company, G.F. No. 1002-391994-RTT, Effective 12/08/2023METES AND BOUNDS DESCRIPTION22
153.110 Acres( 6,669,493 S.F.)RSURVEYOR'S CERTIFICATEMETES AND BOUNDS DESCRIPTION11LEGENDSURVEY RELATED SCHEDULE "B" - EXCEPTIONSFirst American Title Insurance Company, G.F. No. 1002-391994-RTT, Effective 12/08/2023 COLLIN COUNTY, TEXASSherley Farms
Exhibit C
Illustrative Layout
LegendA Farm-style Amenity Center with operational farming facilities A Farm-style Amenity Center with operational farming facilities for the benefit of community residents and the broader for the benefit of community residents and the broader communityAmenity Center No. 1 – to be precisely located at the time of Amenity Center No. 1 – to be precisely located at the time of Phase 1 Preliminary PlatAmenity Center No. 2 – to be precisely located and construction Amenity Center No. 2 – to be precisely located and construction to start prior to the issuance of the 1,750th building permitto start prior to the issuance of the 1,750th building permitSherley Squares - conceptual locations to be determined Sherley Squares - conceptual locations to be determined through the platting processOpen Space SummaryCentral Green ±74 acPreserved Tree Line±8 acEast Detention with Floodplain±15 acPocket Park±10 acMiscellaneous±10 acTotal±117 acNote: Pocket Park locations and sizes are conceptual and final location and size will be Note: Pocket Park locations and sizes are conceptual and final location and size will be determined at plattingDescriptionZoning ClassificationMaximumsSingle-Family (SF) DUsMulti-Family (MF) DUs(Residential)SF-20.0, SF-14.5, SF-12.0, SF-10.5, SF-8.4, SF-7.2, SF-6.0, Mixed-Density SF-20.0, SF-14.5, SF-12.0, SF-10.5, SF-8.4, SF-7.2, SF-6.0, Mixed-Density Residential (MD) District and Mixed-Use (MU) District limited to 8 AC Maximum, Residential (MD) District and Mixed-Use (MU) District limited to 8 AC Maximum, single-unit Garden Homes and single-unit Townhomes3,0300(Multi-Family Multi-Family (MF) or SF-20.0, SF-14.5, SF-12.0, SF-10.5, SF-8.4, SF-7.2, SF-6.0, Multi-Family (MF) or SF-20.0, SF-14.5, SF-12.0, SF-10.5, SF-8.4, SF-7.2, SF-6.0, Mixed-Density Residential (MD) District and Mixed-Use (MU) District limited to 8 Mixed-Density Residential (MD) District and Mixed-Use (MU) District limited to 8 AC maximum, single-unit Garden Homes and single-unit TownhomesAC maximum, single-unit Garden Homes and single-unit Townhomes160*200*(Mixed-Use)Regional Commercial (C-2) District, Light Industrial (I-1) District, Regional Commercial (C-2) District, Light Industrial (I-1) District, Multi-Family (MF) District, and Mixed-Density Residential (MD) DistrictMulti-Family (MF) District, and Mixed-Density Residential (MD) District—600**Regional Commercial (C-2) District and Light Industrial (I-1) DistrictRegional Commercial (C-2) District and Light Industrial (I-1) District——Single Family (SF-20.0) District, Single Family Cottage Residential District, and Single Family (SF-20.0) District, Single Family Cottage Residential District, and Multi-Family (MF) District——Local Commercial (C-1) District, Single Family Residential (SF-20.0) District, Local Commercial (C-1) District, Single Family Residential (SF-20.0) District, Mixed-Density Residential (MD) District, Single Family Cottage Residential Mixed-Density Residential (MD) District, Single Family Cottage Residential District, Multi-Family (MF) District, Agriculture (AG) District, Light Industrial (I-1) District, Multi-Family (MF) District, Agriculture (AG) District, Light Industrial (I-1) District, and Mixed-Use (MU) District——Zone V(The Farm)Agriculture (AG) District, Local Commercial (C-1) District and Mixed-Use (MU) Agriculture (AG) District, Local Commercial (C-1) District and Mixed-Use (MU) District uses as specifically noted in Exhibit D Development StandardsDistrict uses as specifically noted in Exhibit D Development Standards——TOTAL3,190800* Indicates that use can be converted between single-family and multi-family as noted in the Development Standards Exhibit D.* Indicates that use can be converted between single-family and multi-family as noted in the Development Standards Exhibit D.* Indicates that use can be converted between single-family and multi-family as noted in the Development Standards Exhibit D.** Indicates that use is broken out into different subcategories as noted in the Development Standards Exhibit D.** Indicates that use is broken out into different subcategories as noted in the Development Standards Exhibit D.— Indicates that maximums are to be determined by site plans and plats as development occurs.— Indicates that maximums are to be determined by site plans and plats as development occurs.Note: Non-Residential uses do not have a prescribed maximum other than available acreage and specific limits within the Note: Non-Residential uses do not have a prescribed maximum other than available acreage and specific limits within the Note: Non-Residential uses do not have a prescribed maximum other than available acreage and specific limits within the Development Standards Exhibit D.The information shown is based on the best information available and is subject to change without notice.455542528620200’400’800’EXHIBIT C - ILLUSTRATIVE LAYOUTSHERLEY FARMSCITY OF ANNA, COLLIN COUNTY, TEXASCITY OF ANNA, COLLIN COUNTY, TEXASG. MORRISON SURVEY ~ ABSTRACT NO. 559G. MORRISON SURVEY ~ ABSTRACT NO. 559DECEMBER OF 2024
Exhibit D
Development Standards
Exhibit D
Development Standards
TABLE OF CONTENTS:
SECTION 1. ADMINISTRATION
SECTION 2. USE CRITERIA BY ZONE
SECTION 3. OPEN SPACE STANDARDS
SECTION 4. AMENITIES
SECTION 5. SUBDIVISION ORDINANCE MODIFICATIONS
SECTION 6. ZONING ORDINANCE MODIFICATIONS
SECTION 7. ZONING SITE DESIGN CHANGES
SECTION 8. ZONING LANDSCAPING CHANGES
SECTION 9. ARTICLE 9.05 SIGN ORDINANCE
SECTION 10. DEFINITIONS
SECTION 11. ATTACHMENTS
SECTION 1. ADMINISTRATION
A.Interpretation
In the event of any conflict between the City Regulations and the development standards on this Exhibit D, the
development standards on this Exhibit D shall control. The project shall abide by all City regulations, as amended
herein.
B.Illustrative Plan - Exhibit C
The subject property, referred to herein as the “Site”, shall generally develop per Exhibit C, the Illustrative Plan.
The Illustrative Plan displays the general location and configuration of land uses, arterial and collector roads, and
other area features. Exhibit C shall serve as the Concept Plan to inform future Preliminary Site Plans.
C.Administrative Modifications
Modifications to the Illustrative Plan, Exhibit C, shall be administered per the thresholds in Table 1.. Preliminary
Site Plans shall be administered per the thresholds in Table 1. Minor Amendments shall be administratively
approved by the Director of Development Services if such modifications otherwise comply with these
Development Standards. Major Amendments shall require approval of the Planning and Zoning Commission and
City Council. Major Amendments shall require a complete amended and restated Planned Development District
document rather than a brief amendment that refers to the original Planned Development District document.
Table 1: Major and Minor Amendments
Minor Amendment Major Amendment
Modification up to 10% to the numerical
standards of the Planned Development District
Modification greater than 10% to the
numerical standards of the district
Throughfares and Blocks may be modified
while maintaining the general throughfare
connectivity as depicted in Exhibit C.
Any change that does not maintain
connectivity as generally depicted in
Exhibit C.
Modification of the anticipated order of
development for the overall property N/A
Modifications to approved Street Cross-
Sections to accommodate specific
considerations regarding traffic calming,
emergency vehicle access, accommodate
pedestrian and bike traffic, and modify on-
street parking configuration
N/A
D.Applicability of Subdivision Ordinance, Design Standards and Zoning Ordinance
The subject property is intended to be an architecturally and culturally significant tract of land that is meaningfully
located along two regionally significant east-west thoroughfares and just east of Downtown Anna. Except as
otherwise provided in these Development Standards (Exhibit D), the City’s subdivision ordinance, design
standards and zoning ordinance in effect at the time of the written approval of this Planned Development shall
apply.
SECTION 2. USE CRITERIA BY ZONE
The site shall be developed according to applicable city regulations as amended herein to the Zones as depicted in Exhibit
C. The Site is divided into six zones with distinctive characters and uses permitted in each Zone as described herein.
A.Zone I - Residential Tracts
1.Permitted Uses
The tracts shown on Exhibit C as Zone I shall be developed in accordance with one or more of the following
zoning district regulations as modified herein and may be developed with any use permitted in any of the
following zoning districts: SF-20.0, SF-14.5, SF-12.0, SF-10.5, SF-8.4, SF-7.2, SF-6.0, Mixed-Density Residential
(MD) District uses as outlined herein, Garden Home Unit, Townhome Unit and Mixed-Use (MU) District.
Additionally, school uses and Civic/City uses are permitted within the Residential Tracts. These tracts shall
include outdoor amenitization of the adjacent open space and detention areas.
2.Lot Type Criteria
A maximum of 3,030 dwelling units may be attached or detached. Within Zone I the 3,030 dwelling unit
product mix shall be allocated in accordance with the following proportional limitations:
Table 2: Lot Type Allocation
Lot Type Zoning Designation Site Approx. Lot
Width Unit Mix Thresholds
A SF-20 100’ A Minimum of 6% of
total lots in Zone I B SF-14.5 100’
C SF-12.0 90’ A Minimum of 6% of
total lots in Zone I D SF-10.5 80’
E SF-8.4 70’
F SF-7.2 60’ A Maximum of 60% of
total lots in Zone I G SF-6.0 50’
H MD 40 40’
A Maximum of 30% of
total lots in Zone I I MD Single-Family
Attached (Townhomes) 25’
J MD Garden Homes 60’
Note: To maintain a balance of lot types, the minimum percentage of Type A through E lots (in
aggregate) will be at least 10% of the total number of lots indicated on City-approved Civil Plans to
be measured at the point where an increment of 750 lots is triggered by the submission of Civil
Plans for City Approval. The percentage of Type A through E lots in excess of 10% shall be counted
as a credit that will accumulate credit to the next 750 lot increment measure so that the measure
is accounted for as a cumulative requirement. The Civil Engineering Plans for each Phase shall
include a table that details this condition on a cumulative basis.
3.Mixed-Use Node Criteria
A maximum of four (4) two-acre Mixed-Use Nodes (“Sherley Squares”) at select locations within Zone I.
Exact locations of Mixed-Use Nodes shall be indicated on a Preliminary Site Plan within the Zone I area as
depicted on Exhibit C. Where a Mixed-Use Node is placed it shall replace the underlying zoning on the parcel
in which it is used. If the Mixed-Use Node is not used the underlying zoning shall remain. These Mixed-Use
Node locations shall maintain a 1,000’ separation between individual Mixed-Use Nodes. The Mixed-Use
Node locations shall be limited to either restaurant, retail, live-work or other service uses intended to
provide more neighborhood services dispersed throughout the development. The Mixed-Use Nodes shall be
developed according to the Mixed-Use (MU) District Dimensional Standards and shall be required to meet
the parking requirements of the particular use developed with on-street parking, off-street parking or a
mixture of both. On-street parking will be parallel.
B.Zone II - Multifamily (Flex Tract)
1.Permitted Uses
The tract shown on Exhibit C as Zone II shall be developed in accordance with either the Multi-Family
Residential (MF) District or may revert to the Residential zoning district regulations permitted in Zone I as
modified herein along with school uses and Civic/City uses. This tract shall include outdoor amenitization of
the adjacent open space and detention areas. This tract shall be subject to a maximum multi-family dwelling
unit count of 200 units.
2.Unit Reallocation Criteria
Should this tract revert to one or more of the Residential zoning districts permitted in Zone I, the 200 Multi-
Family units shall increase the 3,030 permitted dwelling units by 160 units to a revised total of 3,190 Single
Family units. If developed as single family, the unit thresholds in Table 2: Lot Type Allocation of Zone I above
shall apply.
3.Site Plan Requirement
Development in Zone II requires Site Plan approval to ensure conformance with city development standards
as modified herein.
C.Zone III – South Multi-Purpose Commercial Tract
1.Permitted Uses
The tract shown on Exhibit C as Zone III shall be developed in accordance with one or more of the following
zoning district regulations as modified herein and may be developed with any use permitted in their
corresponding base zoning districts, unless otherwise stated:
-Regional Commercial (C-2) District:
o All permitted uses
-Light Industrial (I-1) District, limited to the following uses:
o Batching Plant (Permitted as a Temporary Use)
o Brewery/Distillery
o Tasting Room
o Self-Storage (Mini-Warehouse) Limited to 125,000 SF of ground-level floor area.
o Commercial Kitchen
o Food Truck Park
o Greenhouse and Nursery
-Multi-Family Residential (MF) District:
o All permitted uses
o Total Multi-Family units not to exceed 600 total units
o Townhome Unit (multiple DUs on single platted lot) – limited to a maximum unit count of 100
o Duplex Unit (multiple DUs on single platted lot) – limited to a maximum unit count of 100
o Condos - limited to a maximum of unit count of 100
o Multi-Family building types, other than Townhome Unit and Duplex Unit, limited to a maximum
unit count of 400 Multi-Family Units
-Mixed-Density Residential (MD) District:
o All permitted uses (including Single-Family Attached (single DU on single platted lot, including
without limitation individual-lot townhome) and Two-Family Dwellings (single DU on single
platted lot including without limitation individual-lot duplex)
2.Prohibited Uses
Prohibited Uses in Zone III include the following:
-Pawn Shop / Pay day loans
-Radio/Television studios
-Taxidermist
-Funeral Services
-Governmental service yards
-Flea Market
3.Dimensional Standards
The Zoning Districts selected for Zone III shall be developed in accordance with their corresponding
dimensional standards:
-Regional Commercial (C-2) District, as modified herein
-Light Industrial (I-1) District, as defined in Section 9.04.023
-Multi-Family Residential (MF) District, as modified herein
-Mixed-Density Residential (MD) District, as modified herein
If a proposed use is permitted in multiple zoning categories, the applicant will indicate which set of
dimensional standards will apply on the site plan.
4.Buffer Criteria:
Any permitted Light Industrial (I-1) use shall be buffered from being directly adjacent to for-sale single-family
attached or detached housing by a buffer street, buffer use, or a landscape buffer.
-A Buffer street is a Collector or larger street;
-A Buffer use is either Multi-Family, Mixed-Use, Commercial, or Retail uses in-between Light Industrial uses
and for-sale single-family attached or detached housing.
-A landscape buffer shall be a landscaped area of at least 25 feet in width along the common property line
planted with one canopy tree for each 30 linear feet, provided that the spacing shall be reasonably
expanded to accommodate a specific tree species requiring more spacing to promote long term health
and growth.
5.Site Plan Requirement
Development in Zone III requires Site Plan approval to ensure conformance with city development standards.
D.Zone IV – North Multi-Purpose Commercial Tracts
1.Site Plan Requirement
Development in Zone IV and its sub-zones require Site Plan approval to ensure conformance with city
development standards.
2.Zone IV(A)
a.Permitted Uses
The tracts shown on Exhibit C as Zone IV(A) shall be developed in accordance with one or more of the
following zoning district regulations as modified herein and may be developed with any use permitted in
their corresponding base zoning districts, unless otherwise stated:
-Regional Commercial (C-2) District:
o All permitted uses
-Light Industrial (I-1) District, limited to the uses following uses:
o Batching Plant (Permitted as a Temporary Use)
o Brewery/Distillery
o Commercial Kitchen
o Food Truck Park
o Outdoor Storage
o Feed and Farm Supply
o Greenhouse and Nursery
o Auto Repair (Heavy and Light)
o Heavy Equipment Sales and Rentals
o Athletic Field (Public and Private)
o Community Center (Public and Private)
o Country Club
o Racetrack
o Sport Shooting Range
o Park
o Commercial Cleaning Facility
o Self-Storage (Mini Warehouse)
o Wholesale Showroom Facility
o Assisted Living Facility
o Child Care Facility, Daycare
o Community Home for Persons with Disabilities
o Agriculture
o Agritainment
o Outdoor Storage and Display
o Stable
o Swimming Pool Private
b.Prohibited Uses
Prohibited Uses in Zone IV(A) include the following:
-Radio/Television studios
-Taxidermist
-Funeral Services
-Governmental service yards
-Flea Market
c.Dimensional Standards
The Zoning Districts selected for Zone IV(A) shall be developed in accordance with their corresponding
dimensional standards:
-Regional Commercial (C-2) District, as modified herein
-Light Industrial (I-1) District, as defined in Section 9.04.023
If a proposed use is permitted in multiple zoning categories, the applicant will indicate which set of
dimensional standards will apply on the site plan.
3.Zone IV(B)
a.Zone Vision
Zone IV(B)- is envisioned to be a primarily residential area surrounded by floodplain open space.
b.Permitted Uses
The tract shown on Exhibit C as Zone IV(B) shall be developed in accordance with one or more of the
following zoning district regulations as modified herein and may be developed with any use permitted in
their corresponding zoning districts, unless otherwise stated:
- Single Family Residential (SF-20.0) District:
o All permitted uses
-Single-Family Cottage Residential District:
o Industrialized Home (Modular Home)
o Manufactured Homes (with permanent foundation)
o Single-Family Dwelling, detached
o Single-Unit or Duplex Unit Park
o Bed and Breakfast Facility (SUP required)
o Dormitory (SUP required)
o Athletic Field, Public
o Athletic Field, Private (SUP required)
o Community Center, Public
o Community Center, Private
o Park
o Swimming Pool
o Civic Center
o Public Library, Museum or Art Gallery (SUP required)
o Religious Land Use
o School
o Child Care Home (<6 Children) (SUP required)
o Electrical Substation (SUP required)
o Gas Metering Station (SUP required)
o Gas Metering Station with Odorizer (SUP required)
o Governmental Service yard (SUP required)
o Radio, TV or Microwave Operations, Amateur (SUP required)
o Accessory Building
o Accessory Dwelling Unit (SUP required)
o Carport
o Home Occupation
o Garage
o Swimming Pool, Private (SUP required)
o Wind Energy Conversion System (SUP required)
o Batching Plant (Permitted as a Temporary Use)
o Field or Sales Office
o May include Shared Workspace as a permitted accessory use that will serve as a residential
amenity
-Multi-Family Residential (MF) District:
o Cottage Unit only (if multiple DUs on a single platted lot)
c.Dimensional Standards
The Zoning Districts selected for Zone IV(B) shall be developed in accordance with their corresponding
dimensional standards:
-Single Family Residential (SF-20.0) District, as modified herein
-Single-Family Cottage Residential District, as defined herein
-Multi-Family Residential (MF) District, as defined herein
If a proposed use is permitted in multiple zoning categories, the applicant will indicate which set of
dimensional standards will apply on the site plan.
4.Zone IV(C)
a.Permitted Uses
The tracts shown on Exhibit C as Zone IV(C) shall be developed in accordance with one or more of the
following zoning district regulations, as modified herein, and may be developed with any use permitted
in their corresponding base zoning districts, unless otherwise stated:
- Local Commercial (C-1) District:
o All permitted uses
o Medical Care Facility
o Childcare Facility, Daycare
-Single Family Residential (SF-20.0) District:
o All permitted uses
-Mixed Density (MD) Residential
o All permitted uses
-Single-Family Cottage Residential District:
o Industrialized Home (Modular Home)
o Manufactured Home (with permanent foundation)
o Single-Family Dwelling, detached
o Single-Unit or Duplex Unit Park
o Bed and Breakfast Facility (SUP required)
o Dormitory (SUP required)
o Athletic Field, Public
o Athletic Field, Private (SUP required)
o Community Center, Public
o Community Center, Private
o Park
o Swimming Pool
o Civic Center
o Public Library, Museum or Art Gallery (SUP required)
o Religious Land Use
o School
o Child Care Home (<6 Children) (SUP required)
o Electrical Substation (SUP required)
o Gas Metering Station (SUP required)
o Gas Metering Station with Odorizer (SUP required)
o Governmental Service yard (SUP required)
o Radio, TV or Microwave Operations, Amateur (SUP required)
o Accessory Building
o Accessory Dwelling Unit (SUP required)
o Carport
o Home Occupation
o Garage
o Swimming Pool, Private (SUP required)
o Wind Energy Conversion System (SUP required)
o Batching Plant (Permitted as a Temporary Use)
o Field or Sales Office
o May include Shared Workspace as a permitted accessory use that will serve as a residential
amenity
-Multi-Family Residential (MF) District:
o Cottage Unit only (if multiple DUs on single platted lot)
-Agricultural (AG) District:
o All permitted uses
o Agritainment
o Itinerant Vendor
o Farmer’s Market
-Light Industrial (I-1) District, limited to the uses following uses:
o Batching Plant (Permitted as a Temporary Use)
o Brewery/Distillery
o Tasting Room
o Commercial Kitchen
o Food Truck Park
o Greenhouse and Nursery
o Feed and Farm Supply
o Bar
o Private Club
-Mixed Use Development
o All permitted uses
b.Dimensional Standards
The Zoning Districts selected for Zone IV(C) shall be developed in accordance with their corresponding
dimensional standards:
-Local Commercial District (C-1), as modified herein
-Single Family Residential (SF-20.0) District, as modified herein
-Single Family Cottage Residential District, as modified herein
-Mixed Density (MD) Residential, as modified herein
-Multi-Family Residential (MF) District, as defined herein
-Agricultural (AG) District, as defined herein
-Light Industrial (I-1) District, as defined herein
-Mixed-Use (MU) District, as defined herein
If a proposed use is permitted in multiple zoning categories, the applicant will indicate which set of
dimensional standards will apply on the site plan.
E.Zone V - The Farm
1.Zone Vision
The Farm is envisioned to be an agricultural reserve with agricultural focused commercial activities.
2.Permitted Uses
Tracts shown on Exhibit C as Zone V shall be developed in accordance with one or more of the following
zoning district regulations as modified herein and may be developed with any use permitted in their
corresponding base zoning district, unless otherwise stated:
-Section 9.04.028 land use table AG uses already permitted by right
-Agritainment
-Artist Studio
-Bar
-Brewpub
-Food preparation and sales
-Food Truck Park
-Grocery Store
-Mixed-Use (MU)
-Restaurant and tasting room
-Outdoor Dining
-Farmer’s Market
-On-Site Residence for Farmer
-Multi-Family (Permitted with SUP)
-Hotel (Permitted with SUP)
-Brewery/Distillery (Permitted with SUP)
-Childcare facility (Permitted with SUP)
3.Prohibited Uses
Prohibited Uses in Zone V include the following:
- Feedlot
- Mobile Home / Manufactured Homes with chassis and wheels (personal property)
- Wind Energy Conversion System
- Country Club
- Golf Course
- Carport
- Concrete Batch Plant
- Flea Market
- Seasonal Roadside Stand
4.Dimensional Standards
The Zoning Districts selected for Zone V shall be developed in accordance with their corresponding
dimensional standards:
- Agricultural (AG) District, as defined herein
-Local Commercial District (C-1), as modified herein
-Mixed-Use (MU) District, as defined herein
If a proposed use is permitted in multiple zoning categories, the applicant will indicate which set of
dimensional standards will apply on the site plan.
5.Site Plan Requirement
Development in Zone V requires Site Plan approval to ensure conformance with city development
standards.
SECTION 3. OPEN SPACE
A.Vision
The vision for the community includes extensive open space and activation of detention areas with concrete trails
and single-loaded streets that preserve the public view of the natural beauty. The pocket parks are intended to
provide valuable open space within walking distance of most residential units, provide passive and moderately
active recreational opportunities including, but not limited to, open play areas, natural interpretive areas,
neighborhood playgrounds, children’s water play areas, and small neighborhood gathering spaces. The central
green is intended to create a natural scenic connection through the center of the community and shall consist of
trails, natural landscaping, usable open space, and ponds that are reflective of the native environment. The open
space requirements in 9.04.029(d) (3) shall not apply to Mixed-Density Residential types, multifamily units or
residential uses in Zones II, III, IV and V, as the open space provided in Zone I is to serve the needs for the entire
development Site.
B.Required Elements
Open space, that is publicly accessible, whether owned and maintained by the City of Anna, the Owners
Association, or other ownership entity, shall count toward the minimum open space requirement. The open space
and amenities identified in this section and the Open Space and Trails Exhibit J satisfies the open space and park
requirements for the Site in its entirety and no park acquisition or development fees are applicable. The open
space for the Site shall include:
1.A regional trail running north / south through the project along the primary open space areas which will
include trailheads.
2.Incorporation of pocket parks and activated open space throughout the community, as generally shown on
the Illustrative Plan. The size and location of pocket parks and activated open space shall be generally
delineated on a Preliminary Site Plan and then finalized through the platting process. Pocket parks and
activated open space may be spread across multiple locations within the Zone provided the overall amount
of the requirement is met as depicted on Exhibit C.
C.Maintenance
Open Space and structures thereon shall be maintained by the property owner, the Owners Association, or other
ownership entity unless otherwise dedicated to the City. The property owner, Owners Association, or other
ownership entity may adopt rules and regulations regarding access, permitted uses, security (policing) and
maintenance responsibilities for the Open Space.
SECTION 4. AMENITIES
Amenity Centers shall be located on a private lot and shall not count towards any open space requirement.
A.One large amenity center to be located in Phase 1 including, at a minimum: an amenity center building, a
swimming pool, bathrooms, a playground, and an open recreation area. Construction for this amenity center
shall commence prior to the issuance of the 300th single family building permit.
B.A second amenity center on the southern side of the community, including at a minimum: an amenity center
building, bathrooms, a playground, and an open recreation area. Construction for this amenity center shall
commence prior to the issuance of the 1,750th single family building permit.
SECTION 5. SUBDIVISION ORDINANCE MODIFICATIONS
A.Revise 9.02.081.a to read:
The construction, arrangement, character, extent, width, grade and location of all streets shall conform to the
city's comprehensive plan and design standards and shall be considered in their relation to the following, whether
the streets are within the city, or within its ETJ area. Street sections presented in this Exhibit D shall supersede
any other City of Anna ordinances or standards.
B.Revise 9.02.081.c.4 to read:
Approach streets and access.
All subdivisions must have at least two points of vehicular access and must be connected via improved streets
(streets that meet the city standards) to the city's improved thoroughfare and street system by one or more
approach streets of such dimensions and improved to such standards as required herein. All residential
subdivisions, with the exception of multifamily dwellings and single-unit or duplex unit park developments, shall
provide no less than one entrance for each 50 lots including stubs for future development. and in no case shall
have more than 150 lots for each connection to an existing street.
C.Revise 9.02.081.c.5.A to read:
Off-site and adjacent improvements based on traffic impact analysis (TIA) of project specific impacts.
a.If in the opinion of the City Engineer or Director of Development Services, sufficient vehicular access and
street capacity approaching and adjacent to the subdivision is not available to serve the proposed
subdivision, the city may require the developer to provide a traffic impact analysis (“TIA”) of the
proposed development. Such TIA when required shall be submitted to the City as part of the preliminary
plat application. Based on the TIA, necessary improvements attributable to the proposed development
may be incorporated into the development plans at the discretion of city staff.
D.Revise 9.02.081.L.1 to read:
Street section requirements.
Typical street sections shall be based upon projected traffic volume, existing soil conditions, and drainage
condition and requirements. Street right-of-way widths, pavement widths, and median widths shall be as shown
on the comprehensive plan, in the City’s design standards, and shall specifically be as specified in Division 9, Table
1. Exhibit D in the Development Agreement.
E.Revise 9.02.081.o.1 to read:
Maximum and minimum length of block or street segments.
The maximum length of any block or street segment, including excluding looped streets, shall be 1,200 feet and
the minimum length of any block or street segment shall be 400 feet. except in a key lot scenario, as measured
along the street centerline and between the point(s) of intersection with other through streets. The minimum
block length for a horseshoe street shall be 260 feet. A cul-de-sac or dead-end street shall not be considered a
through street and shall not exceed 600’ in length for Lot Types F through J, but otherwise shall not exceed 900’
in length. The block length is not measured along the side of a block that does not include the front of any lot.
F.Revise 9.02.081.t.1 to read:
Residential driveways.
Residential driveway cuts shall not be allowed on streets that are larger than a neighborhood (50-foot right-of-
way) or residential collector street (60-foot right-of-way). Residential driveways shall be at least 30 feet from any
intersection. For corner lots residential driveways shall be located on the opposite side of the lot from the
intersection. Rear and side driveway access to collector and thoroughfare streets shall be prohibited.
G.Revise 9.02.083.b to read:
Residential alleys.
In residential districts, alleys shall be parallel, or approximately parallel, to the frontage of the street. Alleys in
residential districts shall provide a minimum of 20 feet of right-of-way and 15 feet of pavement. Alleys in
residential districts shall provide a Right-of-way and pavement width in compliance with the street sections
presented in Exhibit D of the Development Agreement.
H.Revise 9.02.086.a.1 to read:
Pedestrian concrete walkways (sidewalks) not less than the following width shall be provided along both sides of
newly constructed streets as follows:
Street Type Sidewalk Width
Arterial 6 feet
Divided and undivided collector 6 feet
Neighborhood collector 6 feet
Local residential 65 feet
I.Revise 9.02.087.e to read:
Double frontage lots.
Residential subdivisions with double frontage lots shall be avoided, except where they may be essential to provide
separation from arterial or collector streets, or to overcome a specific disadvantage or hardship imposed by
topography or other factors. Where lots have double frontage, appropriate building setback lines shall be
established for each street side, and rear yard screening shall be provided in accordance with section 9.02.167 of
this article. Except as provided within this subsection, residential lots shall not back onto any residential street or
collector street within a residential area or neighborhood. and shall not have more than ½ of their perimeter
boundaries along streets
J.Revise 9.02.087.g to read:
Residential lot depth.
(1) No lot shall be platted less than 100 feet in depth unless located within the mixed density residential (MD)
District, the downtown (DT) District, applicable planned development (PD) District, or districts where minimum
lot depth is N/A.
(2) Lots facing or backing on arterial or collector roadways (rights-of-way greater than 60 feet), shall be at least
10 feet deeper than the minimum required depth of lots facing the local streets within the development. This
depth is in addition to the minimum 20-foot-wide landscape buffer requirement for residential developments
when adjacent to arterial and collector roadways. If a landscape buffer of 30’ or deeper is provided, the
requirement for a 10’ deeper residential lot shall not apply.
K.Revise 9.02.087.b to read:
Minimum frontage on a public street.
Each lot on a subdivision plat shall front onto a dedicated, improved public street or HOA owned open space lot,
unless platted as an approved private street subdivision in accordance with these subdivision regulations. All single
family detached lots shall have a minimum of 40 feet of frontage as measured at the front building setback line
fronting a dedicated, improved street unless other provisions have been authorized under article 9.04 or an
approved planned development district. Lots that front onto an HOA-owned open space lot shall have access to a
dedicated, improved public alley.
L. Revise 2.14.A of the City of Anna Design Standards Manual to read:
Residential: Residential driveways to serve two car garages shall be not less than eleven (11) feet nor more than
twenty (20) twenty-two (22) feet in width at the property line. The width of the driveway will be larger at the
garage for a three car (width to be maximum of twenty-eight (28) feet). Shared driveways and garages larger
than three cars shall be a case-by-case basis as may be approved administratively by city staff. Residential
driveways shall be separated from one another by a distance of at least ten (10) feet. The radii of all residential
driveway returns shall be a minimum of five (5) feet and shall not extend past the adjoining property line. The
driveway approaches devoted to one use shall not occupy more than sixty percent (60%) of the frontage
abutting the roadway or alley.
SECTION 6. ZONING ORDINANCE MODIFICATIONS
A.Sec. 9.04.010 Single-Family Residential (SF-20.0) District (Type A Lot)
(a)Purpose. The Single-Family Residential (SF-20.0) district is designed to accommodate a single-family
residential development lot design on approximately half-acre (1/2 acre) lots. The district may be
appropriately located near agricultural and single-family residential uses. This district implements
the character and intent of the Comprehensive Plan’s Estate Residential Place Type.
(b)Uses. See Table 19: Use Table and all applicable regulations in Division 3.
(c)Dimensional Standards. Development in the Single-Family Residential (SF-20.0) district shall follow
Table 3: Single-Family Residential (SF-20.0) District Dimensional Standards, as modified.
Table 3: Single-Family Residential (SF-20.0) District Dimensional Standards – Type A
Single-Family Residential (SF-20.0) District Dimensional Standards
Lot Requirements
A Lot Area (min.)20,000 square feet average
15,000 square feet minimum
B Lot Width (min.)as measured
at front building setback line 100 feet
C Lot Depth (min.)150 feet
D Lot Coverage (max.)40%
Setback Requirements
E Front Yard (min.) Garage -25 feet
House Face / Porch – 20 feet
F Rear Yard (min.)25 feet
G Side Yard (min.)10 feet
H Corner Side Yard (min.)15 feet
Building Requirements
I Building Height (max.)35 feet
Additional Applicable Requirements within the Zoning Ordinance
Sec. 9.04.041 – Dimensional Regulations Sec.
9.04.042 – Site Design Requirements Sec.
9.04.043 – Parking
Sec. 9.04.044 – Loading Sec.
9.04.045 – Landscaping
Sec. 9.04.046 – Screening and Fencing Sec.
9.04.047 – Outdoor Lighting
Sec. 9.04.048 – Trash
Sec. 9.04.049 – Performance
Standards
(d)Special Regulations.
(1)The Single-Family Residential (SF-20.0) district shall not be within 1,200 feet of a Major Highway
as designated on the 2045 Master Thoroughfare Plan. This distance shall be measured from the
right-of-way centerline to the residential property line.
(2)The corner side yard for “key lots” shall meet the minimum front yard setback requirement.
(3)Average lot size will be calculated based upon the lots of the applicable type on the Final Plat and
the average lot sizes will be noted on the lot size table.
B.Sec. 9.04.011 Single-Family Residential (SF-14.5) District (Type B Lot)
(a)Purpose. The Single-Family Residential (SF-14.5) district is designed to accommodate a single-family
residential development design on roughly one-third acre (⅓-acre) lots. The district can be
appropriately located near agricultural and single-family residential uses. This district implements
the character and intent of the Comprehensive Plan’s Suburban Living Place Type.
(b)Uses. See Table 19: Use Table and all applicable regulations in Division 3.
(c)Dimensional Standards. Development in the Single-Family Residential (SF-14.5) district shall follow Table 4:
Single-Family Residential (SF-14.5) District Dimensional Standards, as modified.
Table 4: Single-Family Residential (SF-14.5) District Dimensional Standards – Type B
Single-Family Residential (SF-14.5) District Dimensional
Standards
Lot Requirements
A Lot Area (min.) 14,500 square feet Average
12,150 square feet minimum
B Lot Width (min.)as measured at
front building setback line 90 feet
C Lot Depth (min.)135 feet
D Lot Coverage (max.)45%
Setback Requirements
E Front Yard (min.) Garage -25 feet
House Face / Porch – 20 feet
F Rear Yard (min.)25 feet
G Side Yard (min.)8 feet
H Corner Side Yard (min.)15 feet
Building Requirements
I Building Height (max.)35 feet
Additional Applicable Requirements within the Zoning Ordinance
Sec. 9.04.041 – Dimensional Regulations
Sec. 9.04.042 – Site Design Requirements
Sec. 9.04.043 – Parking
Sec. 9.04.044 – Loading
Sec. 9.04.045 – Landscaping
Sec. 9.04.046 – Screening and Fencing
Sec. 9.04.047 – Outdoor Lighting
Sec. 9.04.048 – Trash
Sec. 9.04.049 – Performance
Standards
(d)Special Regulations.
(1)The Single-Family Residential (SF-14.5) district shall not be within 1,200 feet of a Major Highway
as designated on the 2045 Master Thoroughfare Plan. This distance shall be measured from the
right-of-way centerline to the residential property line.
(2)The corner side yard for “key lots” shall meet the minimum front yard setback requirement.
(3)Average lot size will be calculated based upon the lots of the applicable type on the Final Plat and
the average lot sizes will be noted on the lot size table.
C.Sec. 9.04.012 Single-Family Residential (SF-12.0) District (Type C Lot)
(a)Purpose. The Single-Family Residential (SF-12.0) district is designed to accommodate single-family
residential development on roughly quarter-acre (¼-acre) lots. The district can be appropriately located
near agricultural and single- family residential uses. This district implements the character and intent of
the Comprehensive Plan’s Suburban Living PlaceType.
(b)Uses. See Table 19: Use Table and all applicable regulations in Division 3.
(c)Dimensional Standards. Development in the Single-Family Residential (SF-12.0) district shall follow
Table 5: Single-Family Residential (SF-12.0) District Dimensional Standards, as modified.
Table 5: Single-Family Residential (SF-12.0) District Dimensional Standards – Type C
Single-Family Residential (SF-12.0) District Dimensional Standards
Lot Requirements
A Lot Area (min.) 12,000 square feet average
9,600 square feet minimum
B
Lot Width (min.)as measured
at the front building setback
line
80 feet
C Lot Depth (min.)120 feet
D Lot Coverage (max.)45%
Setback Requirements
E Front Yard (min.) Garage -25 feet
House Face / Porch – 15 feet
F Rear Yard (min.)25 feet
G Side Yard (min.)8 feet
H Corner Side Yard (min.)15 feet
Building Requirements
I Building Height (max.)35 feet
Additional Applicable Requirements within the Zoning Ordinance
Sec. 9.04.041 – Dimensional Regulations
Sec. 9.04.042 – Site Design Requirements
Sec. 9.04.043 – Parking
Sec. 9.04.044 – Loading
Sec. 9.04.045 – Landscaping
Sec. 9.04.046 – Screening and Fencing
Sec. 9.04.047 – Outdoor Lighting
Sec. 9.04.048 – Trash
Sec. 9.04.049 – Performance Standards
(d)Special Regulations.
(1)The Single-Family Residential (SF-12.0) district shall not be within 1,200 feet of a Major Highway
as designated on the 2045 Master Thoroughfare Plan. This distance shall be measured from the
right-of-way centerline to the residential property line.
(2)The corner side yard for “key lots” shall meet the minimum front yard setback requirement.
(3)Average lot size will be calculated based upon the lots of the applicable type on the Final Plat and
the average lot sizes will be noted on the lot size table.
D.Sec. 9.04.013 Single-Family Residential (SF-10.5) District (Type D Lot)
(a)Purpose. The Single-Family Residential (SF-10.5) district is designed to accommodate single-family
residential development on relatively ample lots. The district can be appropriately located near
agricultural and single-family residential uses. This district implements the character and intent of the
Comprehensive Plan’s Suburban Living PlaceType.
(b)Uses. See Table 19: Use Table and all applicable regulations in Division 3.
(c)Dimensional Standards. Development in Single-Family Residential (SF-10.5) district shall follow Table 6:
Single- Family Residential (SF-10.5) District Dimensional Standards, as modified.
Table 6: Single-Family Residential (SF-10.5) District Dimensional Standards – Type D
Single-Family Residential (SF-10.5) District Dimensional Standards
Lot Requirements
A Lot Area (min.)10,500 square feet average
8,400 square feet minimum
B
Lot Width (min.)as measured
at the front building setback
line
70 feet
C Lot Depth (min.)120 feet
D Lot Coverage (max.)55%
Setback Requirements
E Front Yard (min.) Garage -25 feet
House face / Porch – 15 feet
F Rear Yard (min.)25 feet
G Side Yard (min.)8 feet
H Corner Side Yard (min.)15 feet
Building Requirements
I Building Height (max.)35 feet
Additional Applicable Requirements within the Zoning Ordinance
Sec. 9.04.041 – Dimensional Regulations
Sec. 9.04.042 – Site Design Requirements
Sec. 9.04.043 – Parking
Sec. 9.04.044 – Loading
Sec. 9.04.045 – Landscaping
Sec. 9.04.046 – Screening and Fencing
Sec. 9.04.047 – Outdoor Lighting
Sec. 9.04.048 – Trash
Sec. 9.04.049 – Performance Standards
(d)Special Regulations.
(1)The Single-Family Residential (SF-10.5) district shall not be within 1,200 feet of a Major Highway
as designated on the 2045 Master Thoroughfare Plan. This distance shall be measured from the
right-of-way centerline to the residential property line.
(2)The corner side yard for “key lots” shall meet the minimum front yard setback requirement.
(3)Average lot size will be calculated based upon the lots of the applicable type on the Final Plat and
the average lot sizes will be noted on the lot size table.
E.Sec. 9.04.014 Single-Family Residential (SF-8.4) District (Type E Lot)
(a)Purpose. The Single-Family Residential (SF-8.4) district is designed to accommodate single-family residential
development on relatively ample lots. The district can be appropriately located near agricultural and single-
family residential uses. This district implements the character and intent of the Comprehensive Plan’s
Suburban Living PlaceType.
(b)Uses. See Table 19: Use Table and all applicable regulations in Division 3.
(c)Dimensional Standards. Development in the Single-Family Residential (SF-8.4) district shall follow
Table 7: Single-Family Residential (SF-8.4) District Dimensional Standards, as modified.
Table 7: Single-Family Residential (SF-8.4) District Dimensional Standards – Type E
Single-Family Residential (SF-8.4) District Dimensional Standards
Lot Requirements
A Lot Area (min.)8,800 square feet average
8,400 square feet minimum
B
Lot Width (min.)as measured
at the front building setback
line
70 feet
C Lot Depth (min.)120 feet
D Lot Coverage (max.)55%
Setback Requirements
E Front Yard (min.) Garage -25 feet
House Face / Porch – 15 feet
F Rear Yard (min.)20 feet
G Side Yard (min.)5 feet
H Corner Side Yard (min.)15 feet
Building Requirements
I Building Height (max.)35 feet
Additional Applicable Requirements within the Zoning Ordinance
Sec. 9.04.041 – Dimensional Regulations
Sec. 9.04.042 – Site Design Requirements
Sec. 9.04.043 – Parking
Sec. 9.04.044 – Loading
Sec. 9.04.045 – Landscaping
Sec. 9.04.046 – Screening and Fencing
Sec. 9.04.047 – Outdoor Lighting
Sec. 9.04.048 – Trash
Sec. 9.04.049 – Performance Standards
(d)Special Regulations.
(1)The Single-Family Residential (SF-8.4) district shall not be within 1,200 feet of a Major Highway as
designated on the 2045 Master Thoroughfare Plan. This distance shall be measured from the
right-of-way centerline to the residential property line.
(2)The corner side yard for “key lots” shall meet the minimum front yard setback requirement.
(3)Average lot size will be calculated based upon the lots of the applicable type on the Final Plat and
the average lot sizes will be noted on the lot size table.
F.Sec. 9.04.015 Single-Family Residential (SF-7.2) District (Type F Lot)
(a)Purpose. The Single-Family Residential (SF-7.2) district is designed to accommodate single-family
residential development on relatively ample lots. The district can be appropriately located near
agricultural and single- family residential uses. This district implements the character and intent of the
Comprehensive Plan’s Cluster Residential PlaceType.
(b)Uses. See Table 19: Use Table and all applicable regulations in Division 3.
(c)Dimensional Standards. Development in the Single-Family Residential (SF-7.2) district shall follow
Table 8: Single-Family Residential (SF-7.2) District Dimensional Standards, as modified.
Table 8: Single-Family Residential (SF-7.2) District Dimensional Standards – Type F
Single-Family Residential (SF-7.2) District Dimensional
Standards
Lot Requirements
A Lot Area (min.)7,500 square feet average
7,200 square feet minimum
B Lot Width (min.)as measured 60 feet
at the front building setback
line
C Lot Depth (min.)120 feet
D Lot Coverage (max.)55%
Setback Requirements
E Front Yard (min.) Garage -25 feet
House Face / Porch – 15 feet
F Rear Yard (min.)20 feet
G Side Yard (min.)5 feet
H Corner Side Yard (min.)15 feet
Building Requirements
I Building Height (max.)35 feet
Additional Applicable Requirements within the Zoning
Ordinance
Sec. 9.04.041 – Dimensional Regulations
Sec. 9.04.042 – Site Design Requirements
Sec. 9.04.043 – Parking
Sec. 9.04.044 – Loading
Sec. 9.04.045 – Landscaping
Sec. 9.04.046 – Screening and Fencing
Sec. 9.04.047 – Outdoor Lighting
Sec. 9.04.048 – Trash
Sec. 9.04.049 – Performance Standards
(d)Special Regulations.
(1)The Single-Family Residential (SF-7.2) district shall not be within 1,200 feet of a Major Highway as
designated on the 2045 Master Thoroughfare Plan. This distance shall be measured from the
right-of-way centerline to the residential property line.
(2)The corner side yard for “key lots” shall meet the minimum front yard setback requirement.
(3)Average lot size will be calculated based upon the lots of the applicable type on the Final Plat and
the average lot sizes will be noted on the lot size table.
G.Sec. 9.04.016 Single-Family Residential (SF-6.0) District (Type G Lot)
(a)Purpose. The Single-Family Residential (SF-6.0) district is designed to accommodate single-family
residential development on relatively smaller lots. The district can be appropriately located near
agricultural and single- family residential uses. This district implements the character and intent of the
Comprehensive Plan’s Cluster Residential PlaceType.
(b)Uses. See Table 19: Use Table and all applicable regulations in Division 3.
(c)Dimensional Standards. Development in the Single-Family Residential (SF-6.0) district shall follow
Table 9: Single-Family Residential (SF-6.0) District Dimensional Standards, as modified.
Table 9: Single-Family Residential (SF-6.0) District Dimensional Standards – Type G
Single-Family Residential (SF-6.0) District Dimensional
Standards
Lot Requirements
A Lot Area (min.)6,300 square feet average 6,000
square feet minimum
B
Lot Width (min.)as measured
at the front building setback
line
50 feet
C Lot Depth (min.)100 feet
D Lot Coverage (max.)55%
Setback Requirements
E Front Yard (min.) Garage -25 feet
House Face / Porch – 10 feet
F Rear Yard (min.)20 feet
G Side Yard (min.) 5 feet
H Corner Side Yard (min.)15 feet
Building Requirements
I Building Height (max.)35 feet
Additional Applicable Requirements within the Zoning
Ordinance
Sec. 9.04.041 – Dimensional Regulations
Sec. 9.04.042 – Site Design Requirements
Sec. 9.04.043 – Parking
Sec. 9.04.044 – Loading
Sec. 9.04.045 – Landscaping
Sec. 9.04.046 – Screening and Fencing
Sec. 9.04.047 – Outdoor Lighting
Sec. 9.04.048 – Trash
Sec. 9.04.049 – Performance Standards
(d)Special Regulations.
(1)The Single-Family Residential (SF-6.0) district shall not be within 1,200 feet of a Major Highway as
designated on the 2045 Master Thoroughfare Plan. This distance shall be measured from the
right-of-way centerline to the residential property line.
(2)The corner side yard for “key lots” shall meet the minimum front yard setback requirement.
(3)Average lot size will be calculated based upon the lots of the applicable type on the Final Plat and
the average lot sizes will be noted on the lot size table.
H.Sec. 9.04.017 Mixed-Density Residential (MD) District
(a)Purpose. The Mixed-Density Residential (MD) district provides medium-density residential development
with diversified housing choices. This district encourages a mix of single-family and two-family residential
uses and incentivizes community amenities to form compact, accessible, and walkable neighborhoods.
This district implements the character and intent of the Comprehensive Plan’s Urban Living PlaceTypes.
The Mixed-Density District is defined on the Site to consist of four sub-types: Type H (40 Foot SF), Type I
(Single Family Attached including invidual-lot townhome), Two-Family Dwelling (including individual-lot
duplex), Type J (Garden Homes).
(b)Uses. See Table 19: Use Table and all applicable regulations in Division 3.
(c)Dimensional Standards. Development in the Mixed-Density Residential (MD) district shall follow Table
10: Mixed-Density Residential (MD) District Dimensional Standards, as modified.
(d)Special Regulations.
(1)The Mixed-Density Residential (MD) district shall not be within 1,200 feet of a Major Highway as
designated on the 2045 Master Thoroughfare Plan. This distance shall be measured from the
right-of-way centerline to the residential property line.
(2)The corner side yard for “key lots” shall meet the minimum front yard setback requirement.
(3)Zero lot line, 1’/9’ split or 3’/7’ split may be allowed as long as the overall building to building
setback is 10 feet.
(4)Alley loaded garage setbacks (from the alley) shall be measured from the garage door to the edge of
pavement of the alley or mews street. The distance shall be either 1) between 3 to 5 feet or 2) more
than 20 feet.
(5)Second and third stories may extend a maximum of 2.5 feet into the rear yard setback.
(6)Average lot size will be calculated based upon the lots of the applicable type on the Final Plat and the
average lot sizes will be noted on the lot size table.
(7)Any Mixed-Density Residential Unit shall:
-Have permanent foundations
-May utilize modular construction
-Not be manufactured or mobile homes with chassis and wheels
Table 10-A:Mixed-Density Residential (MD)District Dimensional Standards – Type H (40 Foot SF)
Mixed-Density Residential (MD) District Dimensional Standards
Type H (40 Foot SF)
Lot Requirements
A Lot Area (min.)4,500 square feet average
4,000 square feet minimum
B
Lot Width (min.)as measured
at the front building setback
line
40 feet
C Lot Depth (min.)80 feet
D Lot Coverage (max.)65%
Setback Requirements
E Front Yard (min.)10 feet
F Rear Yard (min.)10 feet
G Side Yard (min.)5 feet
H Corner Side Yard (min.)10 feet
I Garage (min.) 25 feet, See Special Regulations
Note
Building Requirements
J Building Height (max.)40 feet
Additional Applicable Requirements within the Zoning Ordinance
Sec. 9.04.041 – Dimensional Regulations
Sec. 9.04.042 – Site Design Requirements
Sec. 9.04.043 – Parking
Sec. 9.04.044 – Loading
Sec. 9.04.045 – Landscaping
Sec. 9.04.046 – Screening and Fencing
Sec. 9.04.047 – Outdoor Lighting
Sec. 9.04.048 – Trash
Sec. 9.04.049 – Performance Standards
Table 10-B:Mixed-Density Residential (MD)District Dimensional Standards – Type I (Single-Family Attached – single
DU on single lot including without limitation individual-lot townhome)
Mixed-Density Residential (MD) District Dimensional Standards
Type I (Single-Family Attached – single DU on single lot)
Lot Requirements
A Lot Area (min.)2,200 square feet average
2,000 square feet minimum
B
Lot Width (min.) as measured
at the front building setback
line
25 feet
C Lot Depth (min.)80 feet
D Lot Coverage (max.)75%
Setback Requirements
E Front Yard (min.)10 feet
F Rear Yard (min.)10 feet
G Side Yard (min.)N/A
H Corner Side Yard (min.)10 feet
I Garage (min.)See Special Regulations Note
Building Requirements
J Building Height (max.)40 feet
Additional Applicable Requirements within the Zoning Ordinance
Sec. 9.04.041 – Dimensional Regulations
Sec. 9.04.042 – Site Design Requirements
Sec. 9.04.043 – Parking
Sec. 9.04.044 – Loading
Sec. 9.04.045 – Landscaping
Sec. 9.04.046 – Screening and Fencing
Sec. 9.04.047 – Outdoor Lighting
Sec. 9.04.048 – Trash
Sec. 9.04.049 – Performance Standards
Table 10-C:Mixed-Density Residential (MD)District Dimensional Standards – Two-Family (single DU on
single lot including without limitation individual-lot duplex)
Mixed-Density Residential (MD) District Dimensional Standards
Two-Family (single DU on single lot)
Lot Requirements
A Lot Area (min.)4,400 square feet average
4,000 square feet minimum
B
Lot Width (min.) as measured
at the front building setback
line
50 feet
C Lot Depth (min.)80 feet
D Lot Coverage (max.)75%
Setback Requirements
E Front Yard (min.)10 feet
F Rear Yard (min.)10 feet
G Side Yard (min.)N/A
H Corner Side Yard (min.)10 feet
I Garage (min.)See Special Regulations Note
Building Requirements
J Building Height (max.)40 feet
Additional Applicable Requirements within the Zoning Ordinance
Sec. 9.04.041 – Dimensional Regulations
Sec. 9.04.042 – Site Design Requirements
Sec. 9.04.043 – Parking
Sec. 9.04.044 – Loading
Sec. 9.04.045 – Landscaping
Sec. 9.04.046 – Screening and Fencing
Sec. 9.04.047 – Outdoor Lighting
Sec. 9.04.048 – Trash
Sec. 9.04.049 – Performance Standards
Table 10-D:Mixed-Density Residential (MD)District Dimensional Standards – Type J (Garden Homes – single DU on single lot)
Mixed-Density Residential (MD) District Dimensional Standards
Type J (Garden Homes – single DU on single lot)
Lot Requirements
A Lot Area (min.)3,300 square feet average
2,800 square feet minimum
B
Lot Width (min.) as measured
at the front building setback
line
60 feet
C Lot Depth (min.)50 feet
D Lot Coverage (max.)60%
Setback Requirements
E Front Yard (min.)
10 feet (5 feet to property line
between units, i.e. 10 feet
overall between units)
F Rear Yard (min.)
10 feet (5 feet to property line
between units, i.e. 10 feet
overall between units)
G Side Yard (min.)5 feet
H Corner Side Yard (min.)10 feet
I Garage (min.)25 feet (only if facing City Street)
Building Requirements
J Building Height (max.)40 feet
Additional Applicable Requirements within the Zoning Ordinance
Sec. 9.04.041 – Dimensional Regulations
Sec. 9.04.042 – Site Design Requirements
Sec. 9.04.043 – Parking
Sec. 9.04.044 – Loading
Sec. 9.04.045 – Landscaping
Sec. 9.04.046 – Screening and Fencing Sec.
9.04.047 – Outdoor Lighting
Sec. 9.04.048 – Trash
Sec. 9.04.049 – Performance Standards
I.Single-Family Residential (Cottage Home District)
(a)Purpose. The Single-Family Cottage Residential district is designed to accommodate a single-family
residential development of detached units on individual lots. The Cottage homes are intended to be
situated adjacent to a shared open space. The district can be appropriately located near agricultural,
commercial, and single-family residential uses. This district implements the character and intent of
the Comprehensive Plan’s Estate Residential PlaceType.
(b)Development in Single-Family Residential (Cottage Home District) requires Site Plan approval to ensure
conformance with city development standards.
(c)Dimensional Standards. Development in the Cottage Home district shall follow the Dimensional Standards,
as modified.
Single-Family Cottage Residential District Dimensional Standards
Single-Family Cottage Residential District Dimensional Standards
Lot Requirements
A Lot Area (min.)1,800 SF
B Building Separation (min.)10 feet
C Lot Depth (min.)45 feet
D Lot Coverage (max.)N/A
Setback Requirements
E Front Yard (min.)5 feet
F Rear Yard (min.)10 feet
G Side Yard (min.)5 feet
H Corner Side Yard (min.)10 feet
Building Requirements
I Building Height (max.)40 feet
Additional Applicable Requirements within the Zoning Ordinance
Sec. 9.04.041 – Dimensional Regulations
Sec. 9.04.042 – Site Design Requirements
Sec. 9.04.045 – Landscaping
Sec. 9.04.046 – Screening and Fencing
Sec. 9.04.047 – Outdoor Lighting
Sec. 9.04.048 – Trash
Sec. 9.04.049 – Performance Standards
(d)Special Regulations.
(1)Cottage homes shall provide 1.75 parking spots per unit which can be provided as off-street parking
and/or on-street parking.
(2)Not be manufactured or mobile homes with chassis and wheels Zero lot line
(3)1’/9’ split or 3’/7’ split may be allowed as long as the overall building to building setback is 10 feet.
(4)Any Single-Family Cottage Residential Unit shall:
-Have permanent foundations
-May utilize modular construction
-Not be manufactured or mobile homes with chassis and wheels
J.Sec. 9.04.018 Multifamily Residential (MF) District
(a)Purpose. The Multifamily Residential (MF) District provides for high-density residential development,
targeting well-designed multifamily uses serving as a transition between medium-density residential
development and commercial nodes. This district encourages multifamily uses with site development
characteristics that accommodate open space and access to light and air. This district implements
the character and intent of the comprehensive plan's urban living place type.
(b)Uses. See Table 19: Use Table and all applicable regulations in division 3.
(c)Dimensional Standards. Development in the Multifamily Residential (MF) District shall follow Table
11: Multifamily Residential (MF) District Dimensional Standards, as modified.
(d)For the avoidance of doubt, MF District includes the following uses if multiple dwelling units are
located on a single lot: Townhome Unit, Duplex Unit, Cottage Home Unit and Condominium Unit.
Table 11: Multifamily Residential (MF) District Dimensional Standards
Multifamily Residential (MF) District Dimensional Standards
Lot Requirements
A Lot Area (min.)5,000 square feet
B Lot Width (min.)50 feet
C Lot Depth (min.)120 feet
D Lot Coverage (max.)N/A
Setback Requirements
E Front Yard (min.)10 feet
F Rear Yard (min.)10 feet
G Side Yard (min.)10 feet
H Corner Side Yard (min.)25 feet
Building Requirements
J Building Height (max.)85 feet
Additional Applicable Requirements within the Zoning Ordinance
Sec. 9.04.041 –Dimensional Regulations
Sec. 9.04.042 – Site Design Requirements
Sec. 9.04.043 – Parking
Sec. 9.04.044 – Loading
Sec. 9.04.045 – Landscaping
Sec. 9.04.046 –Screening and Fencing
Sec. 9.04.047 – Outdoor Lighting
Sec. 9.04.048 – Trash
Sec. 9.04.049 – Performance Standards
(e)Special Regulations.
(1)Minimum lot areas for attached single-family and two-family dwellings shall be 2,400 square feet
per dwelling unit.
(2)Lot widths for a lot containing attached single-family and two-family dwellings shall be no less
than 20 feet per ground floor unit plus side yard requirements.
(3)No lot containing multifamily dwelling units shall contain less than 10,000 square feet.
(4)No lot containing a single-unit or duplex unit park shall contain less than 20,000 square feet.
(5)No building in a single-unit or duplex unit park, attached single-family dwelling, two-family dwelling, or
townhome unit shall exceed a height of 40 feet.
(6)Any building with multiple stories and greater than 40 feet tall shall comply with the regulations
specified in section 9.04.041(h).
(7)When a multifamily dwelling exceeds one story in height, an automatic sprinkler system shall be
installed in accordance with existing fire codes and each building shall have two points of entry or exit.
(8)The maximum density for a multifamily dwelling is 100 units per acre.
(9)The maximum density for a townhome unit or single-unit or duplex unit park is 18 units per acre
(10)The corner side yard for "key lots" shall meet the minimum front yard setback requirement.
(11)Any Townhome Unit, Cottage Home Unit, Condominium Unit or Duplex Unit shall:
-Have permanent foundations
-May utilize modular construction
-Not be manufactured or mobile homes with chassis and wheels
(12)A Multi-Family development, including Townhome Unit, Cottage Home Unit, Condominium Unit, and
Duplex Unit projects, may choose to satisfy the open space requirements as currently detailed in
9.04.029(c)(b) or may choose to provide open space equal to 15% of the gross development acreage
which can be met with one or more of the following options:
Usable open space and landscape buffers which can include floodplain at no greater slope than 4:1
shall receive a 1:1 square foot credit. Trails and other improvements can be collocated within the
usable open space/landscape buffers and shall receive the credit as noted in the following bullets.
Hardscape improved areas such as equipped children’s play areas, pool/spa, dog park, trails, and
other similar improvements shall receive 3:1 square footage credit
Amenities such as amenity centers, gym facilities, and other similar amenities shall receive 3:1
square footage credit
0FT
K.Sec. 9.04.020 Regional Commercial (C-2) District
(a)Purpose. 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. This district implements the character and intent of
the comprehensive plan's regional activity center place type.
(b)Uses. See Table 19: Use Table and all applicable regulations in division 3.
(c)Dimensional Standards. Development in the Regional Commercial (C-2) District shall follow Table 13:
Regional Commercial (C-2) District Dimensional Standards, as modified.
Table 13:Regional Commercial (C-2) District Dimensional Standards
Regional Commercial (C-2) District Dimensional Standards
Lot Requirements
A Lot Area (min.)10,000 square feet
B Lot Width (min.)60 feet
C Lot Depth (min.)N/A
D Lot Coverage (max.)N/A
Setback Requirements
E
Front Yard (min.)
(Conventional Context)
25 feet
Front Yard BTZ (Walkable
Context)
0-10 feet
F Rear Yard (min.)10 feet
G Side Yard (min.)5 feet
H Corner Side Yard (min.)15 feet
Building Requirements
J Building Height (max.)85 feet
Additional Applicable Requirements within the Zoning Ordinance
Sec. 9.04.041 –Dimensional Regulations
Sec. 9.04.042 – Site Design Requirements
Sec. 9.04.043 – Parking
Sec. 9.04.044 – Loading
Sec. 9.04.045 – Landscaping
Sec. 9.04.046 –Screening and Fencing
Sec. 9.04.047 – Outdoor Lighting
Sec. 9.04.048 – Trash
Sec. 9.04.049 – Performance Standards
(d)Special Regulations.
(1)Any building with multiple stories and greater than 35 feet tall shall comply with the regulations
specified in section 9.04.041(h)
(2)Bar Separation Standard. With respect to Regional Commercial (C-2) and Mixed Use (MU): Section
9.04.032(b)(3)(A) shall be amended to provide for no more restrictions than applicable state law.
(3)Section 9.04.032(b)(3)(B) shall not apply to Zone III.
(4)Front Yard Setbacks may follow one of two contexts: Conventional Context and Walkable Context.
-Conventional Context: Allows for a deeper setback or parking between the front property line
and the building, in which case the minimum front yard setback shall be a minimum of twenty-
five (25) feet.
-Walkable Context: Allows for a walkable streetscape where buildings front on a minimum eight
(8) foot wide sidewalk, in which case the Build-To-Zone shall be between zero (0) and ten (10)
feet.
L.Mixed-Use Nodes (“Sherley Squares”)
(a)Purpose. The four permitted Mixed-Use Nodes are intended to provide amenities and services at the
neighborhood scale. Retail located within these areas should be responsive to its residential context. The
Mixed-Use Nodes shall be located on sites not more than two acres, with a building height maximum of
two stories and separated by 1,000 feet from another Mixed-Use Node.
(b)Uses. Permitted uses shall include the uses from the Local Commercial (C-1) District.
(c)Dimensional Standards. Development in the Mixed-Use Nodes District shall follow the following
Dimensional Standards.
Mixed Use Nodes (Sherley Squares) Criteria
Mixed-Use Nodes District Dimensional Standards
Lot Requirements
A Lot Area (min.)N/A
B Lot Width (min.)25 feet
C Lot Depth (min.)N/A
D Lot Coverage (max.)N/A
Setback Requirements
E Front Yard (min.) (Conventional Context)25 feet
Front Yard BTZ (Walkable Context)0-10 feet
F Rear Yard (min.)15 feet
G Side Yard (min.)5 feet
H Corner Side Yard (min.)10 feet
Building Requirements
I Frontage Buildout (min.)50%
J Building Height (max.)40 feet
Additional Applicable Requirements within the Zoning Ordinance
Sec. 9.04.041 –Dimensional Regulations
Sec. 9.04.042 – Site Design Requirements
Sec. 9.04.043 – Parking
Sec. 9.04.044 – Loading
Sec. 9.04.045 – Landscaping
Sec. 9.04.046 – Screening and Fencing
Sec. 9.04.047 – Outdoor Lighting
Sec. 9.04.048 – Trash
Sec. 9.04.049 –Performance Standards
(d)Special Regulations.
•Bar Separation Standard. Mixed Use (MU): Section 9.04.032(b)(3)(A) shall be amended to provide for
no more restrictions than applicable state law. Front Yard Setbacks may follow one of two contexts:
Conventional Context and Walkable Context.
-Conventional Context: Allows for a deeper setback or parking between the front property line
and the building, in which case the minimum front yard setback shall be a minimum of twenty-
five (25) feet.
-Walkable Context: Allows for a walkable streetscape where buildings front on a minimum eight
(8) foot wide sidewalk, in which case the Build-To-Zone shall be between zero (0) and ten (10)
feet.
SECTION 7. SITE DESIGN REQUIREMENTS
A.Revise Sec. 9.04.042 Site Design Requirements to read:
(a)Purpose. The purpose of this Section is to establish minimum standards for the appearance of development
and corresponding site elements that are recognized as enhancing property values and that are in the
interest of the general welfare of the City.
(b)Applicability. This section applies to all single-family, two-family, multi-family, mixed-use, and non-
residential developments for new construction. All development shall comply with the requirements
established by the Anna Fire Marshal.
(c)Single-Family Residential Standards. Residential structures in Zones I & II shall conform to the following
residential design standards.
(1)FOR LOT TYPES A (1/2 acre lots), B (100’ lots), C (90’ lots) and D (80’ lots):
i.The exterior facades of a main building or structure, excluding glass windows and doors, shall be
constructed of seventy-five percent (75%) brick, stone or stucco. Cementitious fiber board is
considered masonry, but may only constitute fifty percent (50%) of the area for stories other than the
first story. Cementitious fiber board may also be used for architectural features, including window
box-outs, bay windows, roof dormers, garage door headers, columns, and chimneys. Cementitious
fiber board may also be used for other architectural features as approved by the Director of
Development Services.
ii.To promote architectural variety, a maximum of 25% of the homes on lot types A, B, C and D may
have up to 100% cementitious fiberboard (“Craftsman Style” homes) so long as the following
conditions are met:
•Wrap around covered porches are provided on the first floor that total a minimum of 150 square
feet.
•No more than two (2) paint colors may be used on the exterior of the house and they must be
earth tones that complement each other (main house vs. trim)
•The surface area of windows surrounded completely by brick may be included within the
computation of the exterior brick, brick veneer, stone, or stone veneer wall area of a residence.
(2)FOR LOT TYPES E (70’ lots), F ( 60’ lots), G (50’ lots), H (40’ lots):
i.The exterior facades of a main building or structure, excluding glass windows and doors, shall be
constructed of fifty percent (50%) brick, stone or stucco. Cementitious fiber board is considered
masonry, but may only constitute fifty percent (50%) of the area for stories other than the first story.
Cementitious fiber board may also be used for architectural features, including window box-outs, bay
windows, roof dormers, garage door headers, columns, and chimneys. Cementitious fiber board may
also be used for other architectural features as approved by the Director of Development Services.
ii.To promote architectural variety, a maximum of 35% of the homes on lot types E, F, G and H may have
up to 100% cementitious fiberboard (“Craftsman Style” homes) so long as the following conditions
are met:
•Wrap around covered porches are provided that total a minimum of 150 square feet.
•No more than two (2) paint colors may be used on the exterior of the house and they must be
earth tones that complement each other (main house vs. trim)
•The surface area of windows surrounded completely by brick may be included within the
computation of the exterior brick, brick veneer, stone, or stone veneer wall area of a residence.
(3)Address Plaque. An address plaque or numbers made of cast stone, metal or other materials used on the
exterior of the home of a size that meets Town fire code is required for each Lot.
(4)Chimneys. All exposed portions of the fire breast, flu and chimney shall be clad in cementitious lap siding,
brick, stone or stucco. Chimneys located on an exterior wall must be 100% brick or stone.
(5)EIFS. EIFS (Exterior Insulating and Finish Process) is not allowed.
(6)Windows.
i.All window framing shall be bronzed, cream, sand or white anodized aluminum, vinyl or wood.
ii.Window shutters may be used. Window shutters shall be painted, stained wood, or fiberglass.
iii.No reflective window coverings or treatments shall be permitted.
(7)Garage Doors. Garage doors shall be constructed of either metal or wood.
(8)Accessory Structures. Accessory structures shall be subject to the same exterior construction and
architectural standards as the main dwelling.
(9)Placement of exterior materials. Notwithstanding the minimum and maximum percentages of building
materials allowed on residential homes (shown above), any break from one material to another shall follow the
natural lines and design features of the architectural plan. A change from one material to another cannot
be arbitrarily assigned without consideration of the specific façade for which it is designed. The Director of
Development Services shall have final approval of any residential elevation submitted for construction.
(10)Alternate stucco architecture. If a home is designed with a specific architectural style that warrants the
use of stucco as the primary exterior material, including but not limited to Mediterranean, Spanish,
Southwest, or Modern, then the use of stucco as the primary or exclusive material may be approved
by the Director in lieu of other exterior material standards. All elements of the architectural style must
be incorporated, including but not limited to clay roof tiles, typical of the style. Residences with
primarily stucco finishes shall be accented with heavy wood beams, stonework, or other features to
enhance the style. Elevations with no discernable style that simply disregard the required masonry
requirement will not be considered. Only three-step stucco (or its equivalent) is allowed.
(11)Building Articulation. At least four facade articulation techniques are required on each single-family
dwelling to add variety and interest to a building. The following features are acceptable techniques of
exterior articulation.
(A)One of the following:
• A base course or plinth course;
• Banding, moldings, or stringcourses;
• Quoins;
• Oriels;
• Cornices;
• Arches;
• Balconies;
• Brackets;
• Shutters;
• Keystones;
• Dormers; or
• Louvers as part of the exterior wall construction. (Quoins and banding shall wrap around the
corners of the structure for at least two feet.)
• Carriage style garage doors
• Decorative brick patterning
• Architectural pillars or posts
• Bay Window facing the street
• Brick or Stone chimney on the exterior wall
• Stone Accents
• Covered front porches (minimum (60) square feet covered by main roof or an architectural
extension) May encroach into the front setback up to ten feet (10’) provided there is a
minimum five feet (5’) of the front yard space from the back of sidewalk to the front facing
façade of the porch. Minimum porch depth is five feet (5’).
• Cupulas or turrets
• Dormers or gables
• Roof accent upgrades (e.g. metal, tile, slate, solar tiles)
• Recessed entries a minimum of three (3) feet deeper than main front façade
• Greater than 8:12 primary roof pitch, or variable roof pitches
• Transom windows
• Shutters
• Masonry Arches
• Mixed Masonry patterns
• Coach lights at entrances
• Decorative attic or gable feature, minimum two (2) square feet in size (e.g. vent, window, brick
detail)
• Decorative driveway paving (e.g. salt finish, exposed aggregate, or other treatments approved
by City Building Official)
(B)Horizontal banding continues the length of the wall that faces a street or other similar highly visible
areas.
(C)Front porch of at least 50 square feet.
(D)The installation of at least two (2) coach lights.
(E)Other techniques for building articulation can be substituted if approved by the Director.
(12)Roof Treatment Except for porch roofs and shed roofs, pitched roofs shall have a minimum slope of 6”
x 12” (six inches vertical rise for every 12 inches horizontal run) and shall have an overhang at least 1’
(one foot) beyond the building wall. Porch roofs and shed roofs must have a minimum pitch of 4” x 12”.
(A)Structures constructed on all lots shall have a composition, slate, metal, clay tile or
cement/concrete tile roof.
(B)The color of the composition roof must appear to be weathered wood shingles, black or slate,
unless such other color is approved by the Director of Development Services.
(C)Composition roof shingles must be laminated and have a minimum warranty of 30 years.
(D)The main roof pitch of visible roofs shall have a minimum slope of 6” in 12”, exclusive of secondary
roofs that include patios, porches, bay windows and other features that are accents of the structure
and not part of the main roof. Clay tile and cement/concrete tile roofs shall have a minimum slope
of 3” in 12”. Pitch ends shall be 100% guttered.
(E)Flat or negligible slope roofs are permitted.
(13)Fenestration. Windowless exterior elevations that face a public right-of-way or other similar highly visible
areas are prohibited. On two-story structures, windows are required on the first and second stories facing
a public right-of-way.
(14)Garages.
(A)On front entry garages, the face of a garage shall not:
i.Extend more than ten feet beyond the remainder of the front elevation of the primary living
area of a dwelling; or
ii.Be over 60% of the total frontage width of a dwelling. Porches or columns are not considered
part of the front elevation of the primary living area.
(B)Front Loaded Garages:
i.Minimum: 2-car garage
ii.Maximum: 5-car garage
iii.Garage Doors Facing Street: No more than 3 single-loaded doors are allowed to face the street.
Any third street facing garage door must be recessed a minimum of three feet (3’) from other
garage doors.
iv.One Double Garage Door and One Single Garage Door allowed.
v.Three single garage doors; single garage door nearest to the adjacent side yard must be
recessed a minimum of three feet (3’) from other garage doors.
vi.Construction Material: Painted Metal, Wood, or Fiberglass
vii.Prohibited: Carports
viii.Exceptions: Tandems are allowed
(C)Rear Loaded Garages:
i.Minimum: 2-car garage
ii.Maximum: 3-car garage tandem
iii.Garage Doors Facing Alley: No more than 2 single-loaded doors or 1 double-loaded door
iv.Construction Material: Painted Metal, Wood, or Fiberglass
v.Prohibited: Carports
vi.Exceptions: Tandems are allowed
(15)House Repetition / Plan Spacing.
(A)Same Plan and same elevation can be repeated on the same side of the street every fourth (4th) Lot (see A)
(B)Same Plan and same elevation cannot be repeated across the street or diagonal from any other plan (see B)
(C)Different plan with elevations considered the “same as”another plan and elevation on the same
side of the street can be repeated third lot (see E)
(D)Different plan with elevations considered the “same as”another plan and elevation cannot be
repeated across the street or diagonal from another plan (see F)
(E)Where a street ends in a cul-de-sac, each dwelling fronting the cul-de-sac shall have a different elevation.
Plan Elevation Street Side # of Lots Between Key
Same Same Same 3 A
Same Same Opposite 2 B
Same Different Same 2 C
Same Different Opposite 1 D
Different Considered Same As Same 2 E
Different Considered Same As Opposite 1 F
A D F B A
F C D E C B E
Notes:
1)The repetition requirements only apply to single family detached units and the street facing units of
a Garden Home cluster.
2)Documentation of lot repetition tracking shall be available from the Developer upon request from the
City of Anna for verification as-needed.
(d)Single-Family Attached (including without limitation individual-lot townhome), Garden Home, Two-Family
Dwelling (including without limitiaton individual-lot duplex) and Cottage Home Standards
(1)FOR LOT TYPES I (Single-Family Attached), J (Garden Homes), Two-Family Dwelling and Cottage Homes:
i.The exterior facades of a main building or structure, excluding glass windows and doors, shall be
constructed of fifty percent (50%) brick, stone or stucco. Cementitious fiber board is considered
masonry, but may only constitute fifty percent (50%) of the area for stories other than the first story.
Cementitious fiber board may also be used for architectural features, including window box-outs, bay
windows, roof dormers, garage door headers, columns, and chimneys. Cementitious fiber board may
also be used for other architectural features as approved by the Director of Development Services.
ii.To promote architectural variety the Garden Homes and Cottage Homes may have up to 100%
cementitious fiberboard (“Craftsman Style” homes) so long as the following conditions are met:
•Covered porches are provided that total a minimum of 150 square feet.
•No more than two (2) paint colors may be used on the exterior of the house and they must be
earth tones that complement each other (main house vs. trim)
•The surface area of windows surrounded completely by brick may be included within the
computation of the exterior brick, brick veneer, stone, or stone veneer wall area of a residence.
(2)Building Articulation. At least two facade articulation techniques are required on each detached or
attached residential dwelling unit to add variety and interest to a building. The following features are
acceptable techniques of exterior articulation.
(A)One of the following:
• A base course or plinth course;
• Banding, moldings, or stringcourses;
• Quoins;
• Oriels;
• Cornices;
• Arches;
• Balconies;
• Brackets;
• Shutters;
• Keystones;
• Dormers; or
• Louvers as part of the exterior wall construction. (Quoins and banding shall wrap around the
corners of the structure for at least two feet.)
• Carriage style garage doors
• Decorative brick patterning
• Architectural pillars or posts
• Bay Window facing the street
• Brick or Stone chimney on the exterior wall
• Stone Accents
• Covered front porches (minimum (60) square feet covered by main roof or an architectural
extension) May encroach into the front setback up to ten feet (10’) provided there is a
minimum five feet (5’) of the front yard space from the back of sidewalk to the front facing
façade of the porch. Minimum porch depth is five feet (5’).
• Cupulas or turrets
• Dormers or gables
• Roof accent upgrades (e.g. metal, tile, slate, solar tiles)
• Recessed entries a minimum of three (3) feet deeper than main front façade
• Greater than 8:12 primary roof pitch, or variable roof pitches
• Transom windows
• Shutters
• Masonry Arches
• Mixed Masonry patterns
• Coach lights at entrances
• Decorative attic or gable feature, minimum two (2) square feet in size (e.g. vent, window, brick
detail)
• Decorative driveway paving (e.g. salt finish, exposed aggregate, or other treatments approved
by City Building Official)
(B)Horizontal banding continuing the length of the wall that faces a street, or other similar highly
visible areas.
(C)Front porch of at least 50 square feet.
(D)The installation of at least two (2) coach lights.
(E)Other techniques for building articulation can be substituted if approved by the Director.
Roof Treatment. Except for porch roofs and shed roofs, pitched roofs shall have a minimum slope of 6”
x 12” (six inches vertical rise for every 12 inches horizontal run) and shall have an overhang at least 1’
(one foot) beyond the building wall. Porch roofs and shed roofs must have a minimum pitch of 4” x 12”.
(3)Fenestration. Windowless exterior elevations facing a public right-of-way or other highly visible areas are
prohibited. On two-story structures, windows are required on the first and second stories facing a public
right-of-way.
(4)Garages.
(A)On front entry garages, the face of a garage shall not:
i.Extend more than ten feet beyond the remainder of the front elevation of the primary living
area of a dwelling; or
ii.Be over 60% of the total frontage width of a dwelling. Porches or columns are not considered
part of the front elevation of the primary living area. Two-Family Dwelling and Duplex Units are
exempted from this requirement.
(B)Where used Front Loaded Garages shall meet the following standards:
i.Minimum: 1-car garage
ii.Construction Material: Painted Metal, Wood, or Fiberglass
iii.Exceptions: Tandems Garages are allowed. Carports in the rear of the structure are allowed.
(C)Where used Rear Loaded Garages shall meet the following standards:
i.Minimum: 1-car garage
ii.Garage Doors Facing Alley: No more than 2 single-loaded doors or 1 double-loaded door
iii.Construction Material: Painted Metal, Wood, or Fiberglass
iv.Exceptions: Tandems Garages are allowed. Carports in the rear of the structure are allowed.
Cottage Homes are not required to have an attached garage.
(5)Unit Repetition.
(A)Single family detached dwelling units with substantially identical exterior elevations can only repeat
every four (4) units when fronting the same right-of-way, fire lane, or easement, including both
sides of that right-of-way, fire lane, or easement as approved by Developers and secondary review
by City as a part of building permit review.
(B)Single family detached dwelling units side by side or across each other within one unit (directly
across or “caddy corner”) shall not have substantially identical exterior elevations.
(C)The repetition requirements only apply to single family detached units and the street facing units of
a Garden Home cluster, Two-Family Dwelling, and Duplex Units, and Cottage Homes and Cottage
Home Units, not Single-Family Attached or Townhome Units
(D)For Two-Family Dwelling and Duplex Units and Cottage Homes and Cottage Home Units, project
covenants will require (i) a variation in facade articulation (e.g., locations of porches, entrances, and
recessed elevations) between immediately adjacent buildings, and (ii) that dwelling units with
substantially identical exterior elevations can repeat only once every three (3) units when fronting
the same street as approved by Developers and secondary review by City as a part of building permit
review.
(E)For Single-Family Attached and Townhome Units project covenants will require a variation in exterior
colors or materials between immediately adjacent buildings without requiring different elevations.
(e)Nonresidential Standards.
(1)Building Articulation.
(A)The front and two sides of all buildings shall utilize facade offsets and appropriate fenestration to
add variation and visual interest to an elevation and to break up long uninterrupted walls or
elevations.
(B)Elevations that are 60 50 feet or longer in horizontal length require at least one two offset
(projection or recess) from the primary facade plane of at least 18 inches deep and 4 feet wide.
(C)The height of those offsets is equal to the building's height at the location of the offset.
(2)Roof Treatment.
(A)Long uninterrupted roof lines and planes shall be broken into smaller segments through the use of
scaled gables or dormers, changes in height, changes in roof form, type or planes that typically
correspond to offsets in the building's facade, or other appropriate architectural elements.
(B)Parapet roof lines shall feature a well-defined cornice treatment or another similar element to
visually cap each building elevation.
(3)Fenestration.
(A)The use of recessed windows, awnings, sills, drip caps, projecting trim casings or surrounds,
projecting muntins or mullions, and other elements is generally required.
(B)Any glass with a visible light reflectance rating of 25% or greater is prohibited.
(4)Elements. All buildings or developments shall be required to provide at least two of the following
elements:
(A)The primary entrance for all buildings shall feature a protected entry through the use of a recessed
entry, porte-cochere, awning, canopy, or similar feature that serves the same purpose. The
covering shall be at least three feet in depth when measured from the face of the adjoining facade.
(B)The front and two sides of all building elevations shall feature at least one facade offset (recess or
projection) of at least five feet in depth for every 60 50 feet of horizontal length.
(C)All primary and secondary building entrances, excluding emergency exits and service doors, feature
a recessed entry, canopy, awning, or similar sheltering feature of at least 50 square feet.
(f)Mixed-Use Standards
(1)Building Articulation.
(A)Buildings facing a local street shall utilize facade offsets and appropriate fenestration to add
variation and visual interest to an elevation and to break up long uninterrupted walls or elevations.
(B)Elevations 50 feet or longer in horizontal length require at least two offsets (projection or recess)
from the primary facade plane of at least 18 inches deep and 4 feet wide.
(C)The height of those offsets is equal to the building's height at the location of the offset.
(D)Columns and piers shall be spaced no farther apart than the height of the column or pier.
(2)Roof Treatment.
(A)Long uninterrupted roof lines and planes shall be broken into smaller segments through the use of
scaled gables or dormers, changes in height, changes in roof form, type or planes that typically
correspond to offsets in the building's facade, or other appropriate architectural elements. [Discuss]
(B)Parapet roof lines shall feature a well-defined cornice treatment or another similar element to
visually cap each building elevation.
(C)Mansard roofs are prohibited.
(3)Fenestration.
(A)The use of recessed windows, awnings, sills, drip caps, projecting trim casings or surrounds,
projecting muntins or mullions, and other elements is required.
(B)Any glass with a visible light reflectance rating of 25% or greater is prohibited.
(4)Ground Floor.
(A)A mixed-use development’s ground or first floor is reserved for commercial uses, such as retail,
office, and restaurant uses. development shall have ground or first floor frontage and access
reserved for commercial uses, such as retail, office, and restaurant uses. Partial use of the first floor
for residential, and upper floor use of building for commercial, retail, office, and restaurant is at the
discretion of the applicant.
(B)For those mixed-use developments incorporating live-work units, the first floor may be shared with
residential and commercial uses.
(C)The ground floor shall have a minimum ceiling height of 14 feet if contains commercial.
(5)Elements. All buildings or developments shall be required to provide at least two of the following
elements:
(A)The primary entrance for all buildings shall feature a protected entry through the use of a recessed
entry, porte-cochere, awning, canopy, or similar feature that serves the same purpose. The
covering shall be at least three feet in depth when measured from the face of the adjoining facade.
(B)All building elevations shall feature at least two facade offsets (recess or projection) of at least five
feet in depth for every 50 feet of horizontal length.
(C)All building elevations shall feature at least three distinct roof lines.
(D)All primary and secondary building entrances, excluding emergency exits and service doors, feature
a recessed entry, canopy, awning, or similar sheltering feature of at least 50 square feet.
(E)Other similar architectural features as approved by the Director.
(6)Amenities.
(A)A mixed-use development shall provide a minimum of two amenities.
(B)The amenities below may be used to fulfill the requirements. Each amenity counts as one required
amenity towards the requirements; however, multiples of the same amenity do not count towards
the requirements. Additionally, to provide flexibility in development design, the Director may
approve different amenities that agree with the purpose of this Sec. 9.04.042.
(i)Swimming pool (minimum 850 square foot surface area) with cooling deck (minimum ten feet
wide in all areas);
(ii)Jacuzzi or hot tub area (minimum 50 square foot area);
(iii)At least two barbeque grills or one grill per 100 units, whichever is greater, with shaded seating
areas, all barbeque grills shall be:
a.Serviced with propane or other gas, and
b.Be built into a structure incorporated into an adjacent amenity (i.e., pool or seating area)
(iv)Ramada(s), arbor(s), and/or trellis(es) covering at least 1,000 square feet of recreation space;
(v)A dog park that is at least 5,000 square feet in area that:
a.Is enclosed by a minimum five-foot tall vinyl-coated chain link fence;
b.Uses grass, wood chips, or a combination of the two as surface materials; and
c.Provides at least one dog waste station that includes a bag dispenser and waste receptacle
installed along the perimeter of the enclosure for every 2,500 square feet of the associated
dog park.
(vi)Fitness center/weight room (minimum 500 square feet);
(vii)Business center (minimum 500 square feet); (viii)Media room (minimum 500 square feet).
(viii)A Plaza with hardscape features at least 3,000 square feet in area that is designed for use by,
and to complement, the ground floor mixed-use
(ix)A civic center or other publicly accessible facility (e.g., reading room)
SECTION 8. ZONING LANDSCAPING CHANGES
Revise 9.04.045 Landscaping to read:
(1)Residential Development.
(A)Generally.
(i)Applicants are required to plant the amount established in Table 27: Residential Planting
Requirements per lot prior to obtaining a certificate of occupancy.
(ii)Existing quality trees of at least three-inch caliper size located on the lot shall count to meet
this standard if appropriate tree protection measures have been followed.
(B)Requirements.
(i)Trees selected from the canopy tree list in this Section shall be planted on all single-family
and two-family lots.
(ii)At least one of the trees must be placed in the front yard of the lot. A street tree shall be
considered a front yard tree.
(iii)For all residential properties, common areas, and open space lots, applicants are required to
plant one canopy tree per 40 linear feet of street frontage. Trees may be grouped or
clustered to facilitate site design.
(iv)The following minimum standards apply as established in Table 27: Residential Planting
Requirements. An applicant shall choose one of three planting options. An applicant may
plant the required canopy trees, ornamental trees, or a combination of canopy and
ornamental trees specified in Table 27: Residential Planting Requirements. If a street tree
agreement is in place then those trees will count towards the totals in Table 27:Residential
Planting Requirements. Street trees may be canopy trees. To accommodate modified Mixed-
Density Residential types the requirement shall follow the following standards:
a.Garden Homes: One canopy tree per unit for homes not fronting on the street. Street
fronting units shall utilize the street tree to meet the yard tree requirement.
b.Two-Family Dwelling: One tree per two attached Two-Family units shall satisfy the Two-
Family front yard planting requirement.
c.Cottage Homes: One canopy tree or one ornamental tree for every two units.
d.Single-Family Attached: One Canopy Tree for every two Single-Family Attached units.
(v)Minor modifications: The Director of Development Services or his/her designee is authorized
to administratively approve modifications to the landscaping requirements necessitated by
conflicting requirements for public or franchise utilities or drainage improvements.
Revise 9.04.045.d.12 to read:
No tree shall be plated closer than four feet to a right-of-way line nor closer than eight feet to a public utility line
(water or sewer), unless no other alternative is available. Further, a landscaping area in which trees are to be
provided shall not conflict with a utility easement, unless no alternative is available. Tree planting in proximity to
right-of-way shall be governed by the street tree exhibits included in Exhibit D of the Development Agreement.
SECTION 9. ARTICLE 9.05 SIGN ORDINANCE
1. Section 9.05.018 Detached Signs
(d)Subdivision Entry Signs
Definition.
(1)
Subdivision Entry Sign. A sign which may be a freestanding monument or attached to
a subdivision wall located at the entry of a platted subdivision from a local, collector,
or arterial street.
(2)Standards.
Generally. Table 3-7 establishes the standards for subdivision entry signs.
Table 3-7: Subdivision Entry Sign Standards
Sign District →
Requirement ↓
AE SF MR CM MU DT IN
General
Allowed?Y Y Y N Y N Y
Permit Required?Y Y Y --Y --Y
Number per
entrance (max.)
1 2 2 --2 --2
Dimensions
Sign Area (max.)150 sf 200 sf 150 sf --150 sf
200 sf
--150 sf
Sign Height (max).6 ft 6 ft
15 ft
6 ft --6 ft
15 ft
--8 ft
Setbacks
From ROW 5 ft 5 ft 5 ft --5 ft --5 ft
Features
Electronic Message
Center
N N N --N --N
Changeable Copy N N N --N --N
Channel Letters Y Y Y --Y --Y
Internal
Illumination
N N N --N --N
External
Illumination
Y Y Y --Y --Y
Halo Illumination Y Y Y --Y --Y
Additional Information
Key Y = yes, a permit is required or the feature is allowed | N = no/ not
allowed | NR = the sign type or characteristic is allowed for
nonresidential uses only | sf = square feet | ft = feet | “-“ = the
standard does not apply
Sign District
Summary
AE = AG district and ETJ | SF = SF-20.0-SF-6.0 districts | MR = MD
and MF districts | CM = C-1 and C-2 districts |MU = MU district | DT
= DT district | IN = I-1 and I-2 districts
(B) Number and Location
(i) Two (2) subdivision entry signs may be located at the intersection of a
collector or arterial street and an entry street or private driveway into a
subdivision. The signs shall be configured as follows.
a. Two (2) signs with one (1) sign face each located on opposite sides of
the entry street private driveway;
b. One (1) sign with two (2) faces located within a landscaped areas
dividing two (2) one-way entry streets or private driveways;
c. One (1) sign located on one (1) side of the entry street or private
driveway; or
d. One (1) sign located on an archway above the entry street or private
driveway
(ii) Subdivision entrances from a right-of-way greater than 60 feet shall
require signage. Secondary entrance connecting to other
neighborhoods may be allowed but are not required.
(C)Design and Installation.
(i)Subdivision entry signs shall be constructed with stone, brick,
concrete, metal, routed wood planks or beams, or similar durable,
weatherproof materials.
(ii)All subdivision entry signs shall be landscaped around the base of the
sign in an area equal to four square feet for each square foot of sign
areas. In case where the location of the sign could not accommodate
such landscape areas, the area may be reduced up to 50% at the
Directors’ discretion.
(iii)When electrical service is provided to a subdivision entry sign, all
electrical service shall be underground
36
SECTION 11. DEFINITIONS
Sec. 9.04.081 Land Use Terms
Agritainment:
Events and activities that allow for education, culinary experiences, recreation, entertainment, and
tourism that is in conjunction with on-going agricultural activities on-site (examples include corn
mazes, hayrides, classes, food festivals and petting zoos).
Garden Homes:
A configuration of single family detached units that are in a cluster of 4-6 units with a shared access
easement driveway and a minimum of 2 homes facing the street. See conceptual example figure with
approximate dimensions and attributes.
Garden Home Unit:
A configuration of single family detached units, on a shared lot, that are in a cluster of 4-6 units with a
shared access easement driveway and a minimum of 2 homes facing the street. See conceptual
example figure above with approximate dimensions and attributes except that for a Garden Home Unit
it would be a single shared lot.
Mini-Warehouse/Public Storage:
A facility used for storage of goods and/or materials with separate access to individual storage units by
persons renting the individual units.
A building containing separate, individual, self-storage units of 500 square feet or less for rent or lease.
37
The conduct of sales, business, or any activity other than storage or ancillary goods and services (e.g.,
insurance, moving boxes, tape or other equipment) shall be prohibited within any individual storage
unit.
Shared Workspace:
An accessory commercial use that is a shared work area that may be in an enclosed building and/or
outdoor spaces intended as an amenity to support small-scale employment, hobbies, or crafts in
proximity to residential uses.
Cottage Home Unit:
A configuration of single family detached units, on a shared lot, with the same architectural style as the
Cottage Home Residential District.
38
SECTION 11. ATTACHMENTS
A.Attachment Road Network and Street Sections
39
40
B.Street Tree Details
41
Exhibit E
Authorized Improvements and Budgeted Costs
Lots
TBPE# F-2121
Ph. 972.422.0077, Fax 972.422.0075
Job #23.288
Exhibit E - Authorized Improvements and Budgeted Costs
Plano, Texas 75075
765 Custer Road, Suite 100
10/7/2024
Prepared by
Prepared for
Tellus Group LLC
Sherley Farms PID
Anna, Texas
Collin County
Typical Lot Size Varies
2,578
DevelopmentPhaseLotCountCostPerLotResidentialBoxCulvert&DetentionTotalPIDDirectPhase1423$52,063$20,884,308$1,138,483$22,022,792Phase2307$52,529$14,945,666$1,180,672$16,126,338Phase3419$48,737$20,241,658$179,200$20,420,858Phase4316$62,172$18,171,352$1,475,072$19,646,424Phase5421$53,579$21,332,215$1,224,704$22,556,919Phase6494$47,777$22,608,500$993,536$23,602,036Phase7198$71,503$14,157,684$0$14,157,684TOTAL2578$53,737$132,341,384$6,191,667$138,533,051ExhibitE-AuthorizedImprovementsandBudgetedCostsNotes:1.ThissummarytableonlyshowsPIDeligiblecosts.2.ItisassumedthatonlyDirectPIDcostswillbereimbursed.ItemsthatwouldbeclassifiedasMajorImprovementshavebeenexcluded.3.Turnlanes,collectorpaving,boxculverts,anddetentioncostshavebeenincluded.Itisassumedthattheywillbecategorizedasdirectcosts.PIDDirectCostsPage2
Total Number of Lots:423 Based on Lot Count and Centerlines
100's: 0 TH: 0 40's: 82 50's: 171 60's: 137 70's: 33
Unit Unit Cost
ON-SITE CONSTRUCTION COSTS
HARD COSTS
Erosion Control LF $10.00
SWPPP/Inspection LS $15,000.00
Construction Materials Testing Lot $550.00
Excavation Lot $4,500.00
Rock Surcharge LS $860,310.00
Water LF $120.00
Storm Sewer LF $160.00
Sanitary Sewer LF $110.00
Paving (Residential)LF $250.00
Paving (Collector)LF $300.00
Paving (Mews Alley)LF $200.00
Paving (Alley)LF $100.00
Turn Lanes (City)EA $40,000.00
Turn Lanes (TXDOT)EA $200,000.00
Signage (Includes CBUs)LF $10.00
Subtotal Hard Costs
On-Site Contingency (10%)
Total Hard Costs Lot $44,788.26
SOFT COSTS
Preliminary Engineering Lot $150.00
Engineering, Construction Staking, Administrative Lot $2,400.00
Survey (topo, tree, boundary, easements, etc.)LS $38,990.00
Soil Testing - Final Geotech Acre $750.00
Re-Staking Lot $50.00
Flood Study LS $50,000.00
Environmental Studies LS $20,000.00
Inspection Fees (4.0%)LS $646,536.40
Total Soft Costs Lot $4,583.63
RESIDENTIAL PID DIRECT COST Lot 49,371.89$
1
$38,990.00 1
0$0.00
$646,536.40 1
$20,884,308.40
$1,938,876.40
$83,550.00 111
$321,400.00 1,607
$63,450.00
$1,722,312.00
$1,015,200.00
$21,150.00 423
$20,000.00 1
$50,000.00
0
423
$17,223,120.00
$18,945,432.00
$200,000.00 5
$15,000.00 1
$243,000.00 810
$0.00
$5,581,500.00 22,326
$232,650.00 423
$380,700.00 423
423
$231,360.00 23,136
Phase 1 Sherley Farms: Anna, Texas
Total Quantity
$231,360.00 23,136
1
$2,544,960.00 23,136
$860,310.00
$3,701,760.00 23,136
$2,679,120.00 22,326
Page 3
Total Number of Lots:307 Based on Lot Count and Centerlines
100's: 0 TH: 0 40's: 0 50's: 134 60's: 149 70's: 24
Unit Unit Cost
ON-SITE CONSTRUCTION COSTS
HARD COSTS
Erosion Control LF $10.00
SWPPP/Inspection LS $15,000.00
Construction Materials Testing Lot $550.00
Excavation Lot $4,500.00
Rock Surcharge LS $567,060.00
Water LF $120.00
Storm Sewer LF $160.00
Sanitary Sewer LF $110.00
Paving (Residential)LF $250.00
Paving (Collector)LF $300.00
Paving (Mews Alley)LF $200.00
Paving (Alley)LF $100.00
Turn Lanes (City)EA $40,000.00
Turn Lanes (TXDOT)EA $200,000.00
Signage (Includes CBUs)LF $10.00
Subtotal Hard Costs
On-Site Contingency (10%)
Total Hard Costs Lot $44,247.95
SOFT COSTS
Preliminary Engineering Lot $150.00
Engineering, Construction Staking, Administrative Lot $2,400.00
Survey (topo, tree, boundary, easements, etc.)LS $28,840.00
Soil Testing - Final Geotech Acre $750.00
Re-Staking Lot $50.00
Flood Study LS $20,000.00
Environmental Studies LS $0.00
Inspection Fees (4.0%)LS $452,706.40
Total Soft Costs Lot $4,435.00
RESIDENTIAL PID DIRECT COST Lot 48,682.95$
$276,300.00 307
Phase 2 Sherley Farms: Anna, Texas
Total Quantity
$171,390.00 17,139
$15,000.00 1
$1,380,940.00 12,554
$2,056,680.00 17,139
$168,850.00 307
$2,742,240.00 17,139
$567,060.00 1
$4,284,750.00 17,139
$0.00 0
$114,600.00 573
$12,349,200.00
$1,234,920.00
$0.00 0
$171,390.00 17,139
$0.00 0
$400,000.00 2
$736,800.00 307
$28,840.00 1
$13,584,120.00
$46,050.00 307
$61,800.00 82
$20,000.00 1
$15,350.00 307
$0.00 0
$452,706.40 1
$14,945,666.40
$1,361,546.40
Page 4
Total Number of Lots:419 Based on Lot Count and Centerlines
100's: 0 TH: 0 40's: 155 50's: 102 60's: 162 70's: 0
Unit Unit Cost
ON-SITE CONSTRUCTION COSTS
HARD COSTS
Erosion Control LF $10.00
SWPPP/Inspection LS $15,000.00
Construction Materials Testing Lot $550.00
Excavation Lot $4,500.00
Rock Surcharge LS $772,476.00
Water LF $120.00
Storm Sewer LF $160.00
Sanitary Sewer LF $110.00
Paving (Residential)LF $250.00
Paving (Collector)LF $300.00
Paving (Mews Alley)LF $200.00
Paving (Alley)LF $100.00
Turn Lanes (City)EA $40,000.00
Turn Lanes (TXDOT)EA $200,000.00
Signage (Includes CBUs)LF $10.00
Subtotal Hard Costs
On-Site Contingency (10%)
Total Hard Costs Lot $43,893.77
SOFT COSTS
Preliminary Engineering Lot $150.00
Engineering, Construction Staking, Administrative Lot $2,400.00
Survey (topo, tree, boundary, easements, etc.)LS $41,160.00
Soil Testing - Final Geotech Acre $750.00
Re-Staking Lot $50.00
Flood Study LS $20,000.00
Environmental Studies LS $0.00
Inspection Fees (4.0%)LS $611,408.24
Total Soft Costs Lot $4,415.68
RESIDENTIAL PID DIRECT COST Lot 48,309.45$
$377,100.00 419
Phase 3 Sherley Farms: Anna, Texas
Total Quantity
$211,780.00 21,178
$15,000.00 1
$2,329,580.00 21,178
$2,252,040.00 18,767
$230,450.00 419
$3,388,480.00 21,178
$772,476.00 1
$4,691,750.00 18,767
$723,300.00 2,411
$752,000.00 3,760
$16,719,536.00
$1,671,953.60
$163,800.00 1,638
$211,780.00 21,178
$0.00 0
$600,000.00 3
$1,005,600.00 419
$41,160.00 1
$18,391,489.60
$62,850.00 419
$88,200.00 118
$20,000.00 1
$20,950.00 419
$0.00 0
$611,408.24 1
$20,241,657.84
$1,850,168.24
Page 5
Total Number of Lots:316 Based on Lot Count and Centerlines
100's: 0 TH: 19 40's: 85 50's: 71 60's: 120 70's: 21
Unit Unit Cost
ON-SITE CONSTRUCTION COSTS
HARD COSTS
Erosion Control LF $10.00
SWPPP/Inspection LS $15,000.00
Construction Materials Testing Lot $550.00
Excavation Lot $4,500.00
Rock Surcharge LS $732,786.00
Water LF $120.00
Storm Sewer LF $160.00
Sanitary Sewer LF $110.00
Paving (Residential)LF $250.00
Paving (Collector)LF $300.00
Paving (Mews Alley)LF $200.00
Paving (Alley)LF $100.00
Turn Lanes (City)EA $40,000.00
Turn Lanes (TXDOT)EA $200,000.00
Signage (Includes CBUs)LF $10.00
Subtotal Hard Costs
On-Site Contingency (10%)
Total Hard Costs Lot $52,679.19
SOFT COSTS
Preliminary Engineering Lot $150.00
Engineering, Construction Staking, Administrative Lot $2,400.00
Survey (topo, tree, boundary, easements, etc.)LS $35,385.00
Soil Testing - Final Geotech Acre $750.00
Re-Staking Lot $50.00
Flood Study LS $20,000.00
Environmental Studies LS $0.00
Inspection Fees (4.0%)LS $571,916.64
Total Soft Costs Lot $4,825.08
RESIDENTIAL PID DIRECT COST Lot 57,504.28$
$284,400.00 316
Phase 4 Sherley Farms: Anna, Texas
Total Quantity
$202,180.00 20,218
$15,000.00 1
$2,223,980.00 20,218
$2,087,640.00 17,397
$173,800.00 316
$3,234,880.00 20,218
$732,786.00 1
$4,349,250.00 17,397
$846,300.00 2,821
$564,600.00 2,823
$15,133,296.00
$1,513,329.60
$56,300.00 563
$202,180.00 20,218
$160,000.00 4
$0.00 0
$758,400.00 316
$35,385.00 1
$16,646,625.60
$47,400.00 316
$75,825.00 101
$20,000.00 1
$15,800.00 316
$0.00 0
$571,916.64 1
$18,171,352.24
$1,524,726.64
Page 6
Total Number of Lots:421 Based on Lot Count and Centerlines
100's: 0 TH: 0 40's: 173 50's: 139 60's: 81 70's: 28
Unit Unit Cost
ON-SITE CONSTRUCTION COSTS
HARD COSTS
Erosion Control LF $10.00
SWPPP/Inspection LS $15,000.00
Construction Materials Testing Lot $550.00
Excavation Lot $4,500.00
Rock Surcharge LS $813,556.50
Water LF $120.00
Storm Sewer LF $160.00
Sanitary Sewer LF $110.00
Paving (Residential)LF $250.00
Paving (Collector)LF $300.00
Paving (Mews Alley)LF $200.00
Paving (Alley)LF $100.00
Turn Lanes (City)EA $40,000.00
Turn Lanes (TXDOT)EA $200,000.00
Signage (Includes CBUs)LF $10.00
Subtotal Hard Costs
On-Site Contingency (10%)
Total Hard Costs Lot $46,142.72
SOFT COSTS
Preliminary Engineering Lot $150.00
Engineering, Construction Staking, Administrative Lot $2,400.00
Survey (topo, tree, boundary, easements, etc.)LS $40,530.00
Soil Testing - Final Geotech Acre $750.00
Re-Staking Lot $50.00
Flood Study LS $20,000.00
Environmental Studies LS $0.00
Inspection Fees (4.0%)LS $664,151.06
Total Soft Costs Lot $4,527.63
RESIDENTIAL PID DIRECT COST Lot 50,670.34$
$378,900.00 421
Phase 5 Sherley Farms: Anna, Texas
Total Quantity
$230,850.00 23,085
$15,000.00 1
$2,264,350.00 20,585
$2,625,120.00 21,876
$231,550.00 421
$3,693,600.00 23,085
$813,556.50 1
$5,469,000.00 21,876
$362,700.00 1,209
$1,087,000.00 5,435
$17,660,076.50
$1,766,007.65
$57,600.00 576
$230,850.00 23,085
$200,000.00 5
$0.00 0
$1,010,400.00 421
$40,530.00 1
$19,426,084.15
$63,150.00 421
$86,850.00 116
$20,000.00 1
$21,050.00 421
$0.00 0
$664,151.06 1
$21,332,215.21
$1,906,131.06
Page 7
Total Number of Lots:494 Based on Lot Count and Centerlines
100's: 0 TH: 101 40's: 143 50's: 123 60's: 91 70's: 36
Unit Unit Cost
ON-SITE CONSTRUCTION COSTS
HARD COSTS
Erosion Control LF $10.00
SWPPP/Inspection LS $15,000.00
Construction Materials Testing Lot $550.00
Excavation Lot $4,500.00
Rock Surcharge LS $795,220.50
Water LF $120.00
Storm Sewer LF $160.00
Sanitary Sewer LF $110.00
Paving (Residential)LF $250.00
Paving (Collector)LF $300.00
Paving (Mews Alley)LF $200.00
Paving (Alley)LF $100.00
Turn Lanes (City)EA $40,000.00
Turn Lanes (TXDOT)EA $200,000.00
Signage (Includes CBUs)LF $10.00
Subtotal Hard Costs
On-Site Contingency (10%)
Total Hard Costs Lot $41,507.57
SOFT COSTS
Preliminary Engineering Lot $150.00
Engineering, Construction Staking, Administrative Lot $2,400.00
Survey (topo, tree, boundary, easements, etc.)LS $40,635.00
Soil Testing - Final Geotech Acre $750.00
Re-Staking Lot $50.00
Flood Study LS $20,000.00
Environmental Studies LS $0.00
Inspection Fees (4.0%)LS $671,652.42
Total Soft Costs Lot $4,258.63
RESIDENTIAL PID DIRECT COST Lot 45,766.19$
$444,600.00 494
Phase 6 Sherley Farms: Anna, Texas
Total Quantity
$238,060.00 23,806
$15,000.00 1
$2,299,110.00 20,901
$2,195,760.00 18,298
$271,700.00 494
$3,808,960.00 23,806
$795,220.50 1
$4,574,500.00 18,298
$1,652,400.00 5,508
$817,600.00 4,088
$18,640,670.50
$1,864,067.05
$409,700.00 4,097
$238,060.00 23,806
$80,000.00 2
$800,000.00 4
$1,185,600.00 494
$40,635.00 1
$20,504,737.55
$74,100.00 494
$87,075.00 116
$20,000.00 1
$24,700.00 494
$0.00 0
$671,652.42 1
$22,608,499.97
$2,103,762.42
Page 8
Total Number of Lots:198 Based on Lot Count and Centerlines
100's: 150 TH: 0 40's: 0 50's: 0 60's: 0 70's: 48
Unit Unit Cost
ON-SITE CONSTRUCTION COSTS
HARD COSTS
Erosion Control LF $10.00
SWPPP/Inspection LS $15,000.00
Construction Materials Testing Lot $550.00
Excavation Lot $4,500.00
Rock Surcharge LS $611,400.00
Water LF $120.00
Storm Sewer LF $160.00
Sanitary Sewer LF $110.00
Paving (Residential)LF $250.00
Paving (Collector)LF $300.00
Paving (Mews Alley)LF $200.00
Paving (Alley)LF $100.00
Turn Lanes (City)EA $40,000.00
Turn Lanes (TXDOT)EA $200,000.00
Signage (Includes CBUs)LF $10.00
Subtotal Hard Costs
On-Site Contingency (10%)
Total Hard Costs Lot $65,967.44
SOFT COSTS
Preliminary Engineering Lot $150.00
Engineering, Construction Staking, Administrative Lot $2,400.00
Survey (topo, tree, boundary, easements, etc.)LS $35,945.00
Soil Testing - Final Geotech Acre $750.00
Re-Staking Lot $50.00
Flood Study LS $20,000.00
Environmental Studies LS $0.00
Inspection Fees (4.0%)LS $448,360.00
Total Soft Costs Lot $5,536.01
RESIDENTIAL PID DIRECT COST Lot 71,503.45$
$178,200.00 198
Phase 7 Sherley Farms: Anna, Texas
Total Quantity
$163,040.00 16,304
$15,000.00 1
$1,793,440.00 16,304
$1,956,480.00 16,304
$108,900.00 198
$2,608,640.00 16,304
$611,400.00 1
$4,076,000.00 16,304
$0.00 0
$0.00 0
$11,874,140.00
$1,187,414.00
$0.00 0
$163,040.00 16,304
$200,000.00 5
$0.00 0
$475,200.00 198
$35,945.00 1
$13,061,554.00
$29,700.00 198
$77,025.00 103
$20,000.00 1
$9,900.00 198
$0.00 0
$448,360.00 1
$14,157,684.00
$1,096,130.00
Page 9
BoxCulvert&DetentionBudgetSummaryQuantitiesbyPhaseConstructionDesign&InspectionMaintenanceDevelopmentPhaseContingencyStakingFeesBondTotalItemTotal10.00%12.00%4.00%2.00%CostPhase1024000001000002010240240$889,440$88,944$106,733$35,578$17,789$1,138,483Phase20000400006000400400$922,400$92,240$110,688$36,896$18,448$1,180,672Phase300000030000010000$140,000$14,000$16,800$5,600$2,800$179,200Phase4400000001500002001500400400$1,152,400$115,240$138,288$46,096$23,048$1,475,072Phase50020010000300006100300300$956,800$95,680$114,816$38,272$19,136$1,224,704Phase620000000250004210200200$776,200$77,620$93,144$31,048$15,524$993,536Phase70000000000000$0$0$0$0$0$0UnitsLFLFLFLFLFLFCYEASYSYSYLFLFUnitCost$500$1,200$700$750$800$850$3$100,000$50,000$100,000$200$1$5TotalQuantity6002402001004000335,00020421,5001,5401,540TOTALPROJECTCOST$300,000$288,000$140,000$75,000$320,000$0$1,005,000$2,000,000$200,000$200,000$300,000$1,540$7,700$4,837,240$483,724$580,469$193,490$96,745$6,191,667SherleyFarms:Anna,Texas5'X5' RCB9'X8' RCB8'X6' RCBExcavation8'X7' RCBHeadwallEmergency SpillwayMinor OutfallStructuresTrench SafetyStorm Sewer LineTesting and TV Insp.Asphalt Removaland Replacement6'x6' RCB7'x6' RCBPage10
1
2
3
4
5
6
7
8
9
1010
1111
Landscape, amenity, and trail costs excluded from this estimate.
Estimate assumes utilites are stubbed to seller retained parcels and multifamily tract.
Sherley Farms - Assumptions
Estimate assumes that collector paving and drainage, box culvert, and stormwater detention
improvements will be classified as direct improvements.
Estimate assumes that left turn lanes and/or escrows will be required at all entrances
to development.
Estimate assumes the following street sections:12' E-E alleys, 27' B-B residential and
36' B-B collector.
Estimate assumes that CR 424 will have a 36' B-B setion. Assumes that CR 424
extends across the entire property. This is a reduced section as compared with Anna's
Master Thoroughfare Plan.
Estimate reflects all eligible PID direct costs.
Drainage design accounts for undeveloped offsite flows. It is assumed adjacent
properties will be required to detain when they develop.
Assumes culverts under FM 455 will require a portion of the existing TxDOT road to be
demolished and re-installed.
Assumes no decelaration lanes will be required.
Assumes no right turn lanes will be required.
Exhibit F-1
Major Sewer Improvements
SNWEEXHIBIT F-1 - MAJOR SEWER IMPROVEMENTSSHERLEY FARMSCITY OF ANNA, COLLIN COUNTY, TEXASG. MORRISON SURVEY ~ ABSTRACT NO. 559OCTOBER OF 2024
Exhibit F-2
City Constructed Sewer Improvements
3.975 Acres( 173,160 S.F.)SNWEEXHIBIT F-2 - CITY CONSTRUCTED SEWER IMPROVEMENTSSHERLEY FARMSCITY OF ANNA, COLLIN COUNTY, TEXASG. MORRISON SURVEY ~ ABSTRACT NO. 559OCTOBER OF 2024
Exhibit F-3
Sewer Improvements Schedule
Construction PhaseSegment/PartFacility ClassificationDescriptionCost Responsibility (Design, Construction, Easement Acquisition, and Construction Management)Construction FundingTimingEquivalent Dwelling Units (EDUs) Construction Completion TimingEquivalent Dwelling Units (EDUs) Capacity Allocated by City to Developer upon Completion of Phase Improvements1Lift StationOnsite 6.7 MGD Peak Flow Lift StationDeveloperDeveloper (Reimbursable per Agreement)Design Start - Preliminary Plat Approval2Force Main8,000 LF of 16" force main along FM 455Developer (City to provide condemnation assistance if needed)Developer (Reimbursable per Agreement)Design Start - Preliminary Plat Approval 3Onsite Trunk Sewer5,400 LF (21"-24") Onsite Trunk Sewer to serve Phase 1 of Sherley FarmsDeveloperDeveloper (Reimbursable per Agreement)Design Start - Preliminary Plat ApprovalPhase 24Onsite Trunk Sewer2,100 LF (12"-15") Onsite Trunk Sewer to Serve Phase 2 of Sherley FarmsDeveloperDeveloper (Reimbursable per Agreement)Design Start - Phase 2 Preliminary Plat ApprovalPrior to 489 EDUs469 (957 Overall)5Onsite Trunk Sewer3,100 LF (30"-36") Trunk Sewer From FM 455 to Slayter Creek Treatment Plant DeveloperDeveloper (Reimbursable per Agreement)Design & Easement Acquisition - upon approval of this DA6Offsite Trunk Sewer7,000 LF (10") Trunk Sewer From FM 455 to Slayter Creek Treatment Plant CityCityDesign & Easement Acquisition - upon the effective date of this agreementPhase 47Offsite TreatmentRelocate Package Plant From Hurricane Creek Treatment Plant to Slayter Creek Treatment Plant or Install another package plantCityCityDesign - Currently UnderwayPrior to 1,428 EDUs928 (2,355 Overall)Phase 58Renegotiate Anna/Melissa Sewer Discharge AgreementCity of Anna to negotiate with City of Melissa to obtain increased allowable discharges covering Sherley FarmsCityCityFormal Negotiations to Begin upon the effective date of this agreementPhase 69Offsite Trunk Sewer19,000 LF of offsite trunk sewer downstream of Slayter Creek WWTPCityCityDesign - 8 months after the effective date of this agreement1. Timing is based on initial City draft of deal points.2. Phasing doesn't necessarily correspond to actual project phasingEXHIBIT F-31,568 (3923 Overall)SEWER IMPROVEMENTS SCHEDULEPhase 3Prior to 958 EDUs470 (1,427 Overall)Notes: 488 (488 Overall)Phase 1Prior to 1 EDUPrior to 2,356 EDUs
Exhibit G
Major Water Improvements
PROP. 16" WATERP
R
O
P
.
1
6
"
W
A
T
E
R
PR
O
P
.
1
2
"
W
A
T
E
R
PROP. 16" WATER PROP. 12" WATERPROP. 16" WATER
PROP. 16" WATERPROP. 16" WATERSNWEEXHIBIT G - MAJOR WATER IMPROVEMENTSSHERLEY FARMSCITY OF ANNA, COLLIN COUNTY, TEXASG. MORRISON SURVEY ~ ABSTRACT NO. 559OCTOBER OF 2024
Exhibit H
Major Roadway Improvements
SNWEEXHIBIT H - MAJOR ROADWAY IMPROVEMENTSSHERLEY FARMSCITY OF ANNA, COLLIN COUNTY, TEXASG. MORRISON SURVEY ~ ABSTRACT NO. 559OCTOBER OF 2024
Exhibit H-1
Proposed Thoroughfare Plan Revision
SNWEEXHIBIT H-1 - THOROUGHFARE REVISIONSHERLEY FARMSCITY OF ANNA, COLLIN COUNTY, TEXASG. MORRISON SURVEY ~ ABSTRACT NO. 559OCTOBER OF 2024
Exhibit I
Conceptual Amenity Depictions
Exhibit J
Trail and Open Space Improvements
EXHIBIT J - TRAILS AND OPEN SPACE IMPROVEMENTS
SHERLEY FARMS
CITY OF ANNA, COLLIN COUNTY, TEXAS
G. MORRISON SURVEY ~ ABSTRACT NO. 559
DECEMBER OF 2024LOCATION MAP / KEY MAP
N.T.S.
SITE
Legend
12’ Regional Trail
10’ Roadside Trail
(per thoroughfare plan street sections)
10’ Roadside Trail
(per thoroughfare)
8’ Community Trail
6’ Neighborhood Trail
Note:
Precise regional trail alignment is contingent
on site conditions and land ownership
Public Open Space Summary
Central Green ±74 ac
Pocket Parks ±10 ac
Landscaped Drainage Areas ±15 ac
Miscellaneous ±18 ac
Total ±117 ac
Note: Pocket Park locations and sizes are conceptual and
final location and size will be determined at platting
0 800’1600’
The information shown is based on
the best information available and is
subject to change without notice.N. Leonard AveE. Rosamond Pkwy
E. White St
E. 4th St
Exhibit K
PID Bonds Financial Summary
City of Anna, TexasFor illustration purposes onlySherley Farms Public Improvement DistrictPROPOSED DEVELOPMENT PLANExpectedExpectedExpectedExpectedFinished LotBuild OutFinishedBuild OutCategoryNo. of UnitsUnit ValueUnit ValueLots ValueValueTownhomes (Tellus)12062,500$ 250,000$ 7,500,000$ 30,000,000$ SF 40' (Tellus)63896,000384,00061,248,000244,992,000SF 50' (Tellus)740120,000480,00088,800,000355,200,000SF 60' (Tellus)740144,000576,000106,560,000426,240,000SF 70' (Tellus)190168,000672,00031,920,000127,680,000SF 1/2 ac. (Tellus)150264,0001,056,00039,600,000158,400,000Townhomes (Sherley Partners)8075,000300,0006,000,00024,000,000Cottage Homes (Sherley Partners)5562,500250,0003,437,50013,750,000SF (Sherley Partners)7250,0001,000,0001,750,0007,000,000MF (Sherley Partners)40012,500200,0005,000,00080,000,000Retail/COMM (Sherley Partners)260,00025.36329.626,592,30885,700,000358,407,808$ 1,552,962,000$ Townhomes Unit Weighted Average…...........................................................$67,500$270,000Single Family Unit Weighted Average…..........................................................$133,825$535,299Notes:Information provided by the Developers on 9/25/2024 and 10/1/2024. Subject to change.TOTAL SHERLEY FARMS IMPROVEMENT DISTRICTHilltop Securities Inc.Page 1 of 712/11/2024
City of Anna, Texas For illustration purposes only
Sherley Farms Public Improvement District
PROJECT DEBT CAPACITY SUMMARY
SINGLE-FAMILY COMMERCIAL
SUBZONE SUBZONE
PID BONDS(1) PID BONDS(2)TOTAL
SOURCES OF FUNDS
Estimated Par Amount of Bonds 235,343,000$ 9,273,000$ 244,616,000$
Total Sources of Funds 235,343,000$ 9,273,000$ 244,616,000$
USES OF FUNDS
Project Fund (Bond Proceeds PID Projects)193,911,752$ 7,660,047$ 201,571,799$
Capitalized Interest Fund(3)---
Debt Service Reserve Fund(4)17,896,948 685,653 18,582,601
Financing Costs & Admin Fees(5)23,534,300 927,300 24,461,600
Total Uses of Funds 235,343,000$ 9,273,000$ 244,616,000$
Expected Value-to-Lien per Parcel at Bond Issuance 1.47x (6)1.25x (7)1.47x
Assumed Bond Interest Rate(8)6.10%6.10%6.10%
Average Annual Installment as Tax Rate Equivalent $1.3500 $0.4777
Less: TIRZ Adjustment as Tax Rate Equivalent(9)($0.2536)($0.2536)
Net Average Annual Installment as Tax Rate Equivalent $1.0964 $0.2241
Term of Bonds 30 years 30 years 30 years
City TIRZ Participation Rate as % of Tax Rate 50%50%50%
Number of Benefited Units 2,720 400 MF Units
260,000 COMM Sq Ft
PID Assessment per Benefited Unit $86,523 $11,193 per MF Unit
$18.45 per COMM Sq Ft
Project Funds per Benefited Unit $71,291 $9,246 per MF Unit
$15.24 per COMM Sq Ft
City PID Fee per SF Unit ($3,400)$0
Net Project Funds per Benefited Unit $67,891 $9,246 per MF Unit
$15 per MF Unit
Notes:
(1) Single-Family Subzone includes all parcels (incl. Townhomes and Cottages) except Multi-Family and Retail/Commercial.
(2) Commercial Subzone only includes Multi-family and Retail/Commercial Parcels. Does not include townhomes and cottages.
(3) Assumes no use of capitalized interest, subject to change. Use of Cap-I reduces project funds generated thorugh bond proceeds.
(4) Assumes to be the max annual debt service payment. Not to exceed the IRS' three-prong test.
(5) For illustration and discussion purposes only; subject to change. Assumes 10% of par amount.
(6) Assumes no appraisal discounts for illustration purposes only; subject to change.
(7) Assumes no appraisal discounts for illustration purposes only; subject to change. Assumed to be a minimum of 1.25:1 ratio.
(8) For illustration purposes only; subject to change at any time.
(9) Including TIRZ admin expense.
Hilltop Securities Inc.Page 2 of 7 12/11/2024
City of Anna, TexasFor illustration purposes onlySherley Farms Public Improvement DistrictPROJECTED TAX STATEMENT - SINGLE-FAMILY SUBZONETaxTaxTax2024Levy onLevy onLevy onTax$270,000$535,299$250,000RateAvg. TownhomeAvg. SF HomeCottage HomeCity of Anna $ 0.5072 1,369.44$ 2,715.04$ 1,268.00$ Collin County0.1493403.23799.43373.36Collin County Community College District0.0812219.29434.77203.05Anna Independent School District1.25803,396.606,734.063,145.00Total Tax Rate1.9958$ 5,388.56$ 10,683.30$ 4,989.41$ GROSS Avg. Annual Installment as a Tax Rate Equivalent/Levy(1)1.3500$ 3,644.89$ 7,226.32$ 3,374.90$ Total GROSS Overlapping Tax Rate Equivalent/Levy plus Special Assessment3.3457$ 9,033.45$ 17,909.62$ 8,364.31$ Projected TIRZ Credit as Tax Rate Equivalent/Levy(2)(0.2536)$ (684.72)$ (1,357.52)$ (634.00)$ Total Overlapping Tax Rate Equivalent/Levy after ProjectedTIRZ Credit3.0921$ 8,348.73$ 16,552.11$ 7,730.31$ Net Avg. Annual Installment as Tax Rate Equivalent/Levy1.0964$ 2,960.17$ 5,868.81$ 2,740.90$ (1) Inclusive of principal, interest, additonal interest and admin levies. Not to exceed $1.35 per Development Agreement.(2) TIRZ credit calculation as a tax rate equivalent includes the budgeted TIRZ Admin Expense.Projected Tax Statement - Single-Family SubzoneHilltop Securities Inc.Page 3 of 712/11/2024
City of Anna, TexasFor illustration purposes onlySherley Farms Public Improvement DistrictPROJECTED TAX STATEMENT - COMMERCIAL SUBZONETaxTax2024Levy onLevy onTax$200,000Sq. Ft.RateMF UnitRetail/COMMCity of Anna $ 0.5072 1,014.40$ 1.67$ Collin County0.1493298.690.49Collin County Community College District0.0812162.440.27Anna Independent School District1.25802,516.004.15Total Tax Rate1.9958$ 3,991.53$ 6.58$ GROSS Avg. Annual Installment as a Tax Rate Equivalent/Levy(1)0.4777$ 955.41$ 1.57$ Total GROSS Overlapping Tax Rate Equivalent/Levy plus Special Assessment2.4735$ 4,946.93$ 8.15$ Projected TIRZ Credit as Tax Rate Equivalent/Levy(2)(0.2536)$ (507.20)$ (0.84)$ Total Overlapping Tax Rate Equivalent/Levy after ProjectedTIRZ Credit2.2199$ 4,439.73$ 7.32$ Net Avg. Annual Installment as Tax Rate Equivalent/Levy0.2241$ 448.21$ 0.74$ (1) Inclusive of principal, interest, additonal interest and admin levies. Not to exceed $1.35 per Development Agreement.(2) TIRZ credit calculation as a tax rate equivalent includes the budgeted TIRZ Admin Expense.Projected Tax Statement - Commercial SubzoneHilltop Securities Inc.Page 4 of 712/11/2024
City of Anna, TexasFor illustration purposes onlySherley Farms Public Improvement DistrictDEBT CAPACITY - 50% CITY TIRZ - SINGLE-FAMILY SUBZONETotal LevyTIRZ ShareNet PID LevyAdditionalasGROSSasNETasBondInterestAdministrativeTOTALTax RateBondPIDTIRZTax RatePIDTax RateYearPrincipal Interest(1) Levy(2) Levy(3)LEVYEquivalentYearLEVYCREDITEquivalentLEVYEquivalent12,775,000$ 14,355,923$ 1,176,715$ 420,000$ 18,727,638$ 1.3500$ 118,727,638$ 3,518,096$ 0.2536$ 15,209,542$ 1.0964$ 22,950,00014,186,6481,162,840428,40018,727,8881.3500218,727,8883,518,0960.253615,209,7921.096433,136,00014,006,6981,148,090436,96818,727,7561.3500318,727,7563,518,0960.253615,209,6601.096443,334,00013,815,4021,132,410445,70718,727,5191.3500418,727,5193,518,0960.253615,209,4231.096453,545,00013,612,0281,115,740454,62218,727,3901.3500518,727,3903,518,0960.253615,209,2931.096463,770,00013,395,7831,098,015463,71418,727,5121.3500618,727,5123,518,0960.253615,209,4161.096474,010,00013,165,8131,079,165472,98818,727,9661.3500718,727,9663,518,0960.253615,209,8701.096484,265,00012,921,2031,059,115482,44818,727,7661.3500818,727,7663,518,0960.253615,209,6701.096494,537,00012,661,0381,037,790492,09718,727,9251.3500918,727,9253,518,0960.253615,209,8291.0964104,826,00012,384,2811,015,105501,93918,727,3251.34991018,727,3253,518,0960.253615,209,2281.0963115,135,00012,089,895990,975511,97818,727,8481.35001118,727,8483,518,0960.253615,209,7511.0964125,463,00011,776,660965,300522,21718,727,1771.34991218,727,1773,518,0960.253615,209,0811.0963135,813,00011,443,417937,985532,66218,727,0641.34991318,727,0643,518,0960.253615,208,9671.0963146,186,00011,088,824908,920543,31518,727,0591.34991418,727,0593,518,0960.253615,208,9621.0963156,584,00010,711,478877,990554,18118,727,6491.35001518,727,6493,518,0960.253615,209,5531.0964167,007,00010,309,854845,070565,26518,727,1891.34991618,727,1893,518,0960.253615,209,0921.0963177,458,0009,882,427810,035576,57018,727,0321.34991718,727,0323,518,0960.253615,208,9361.0963187,939,0009,427,489772,745588,10118,727,3351.34991818,727,3353,518,0960.253615,209,2391.0963198,451,0008,943,210733,050599,86318,727,1231.34991918,727,1233,518,0960.253615,209,0271.0963208,997,0008,427,699690,795611,86118,727,3551.35002018,727,3553,518,0960.253615,209,2581.0964219,579,0007,878,882645,810624,09818,727,7901.35002118,727,7903,518,0960.253615,209,6931.09642210,198,0007,294,563597,915636,58018,727,0581.34992218,727,0583,518,0960.253615,208,9611.09632310,859,0006,672,485546,925649,31118,727,7211.35002318,727,7213,518,0960.253615,209,6251.09642411,563,0006,010,086492,630662,29818,728,0141.35002418,728,0143,518,0960.253615,209,9171.09642512,312,0005,304,743434,815675,54418,727,1021.34992518,727,1023,518,0960.253615,209,0051.09632613,111,0004,553,711373,255689,05518,727,0211.34992618,727,0213,518,0960.253615,208,9241.09632713,963,0003,753,940307,700702,83618,727,4761.35002718,727,4763,518,0960.253615,209,3791.09642814,871,0002,902,197237,885716,89218,727,9741.35002818,727,9743,518,0960.253615,209,8781.09642915,838,0001,995,066163,530731,23018,727,8261.35002918,727,8263,518,0960.253615,209,7301.09643016,868,0001,028,94884,340745,85518,727,1431.34993018,727,1433,518,0960.253615,209,0461.0963235,343,000$ 286,000,391$ 23,442,655$ 17,038,593$ 561,824,639$ 561,824,639$ 105,542,893$ 456,281,746$ (1) Assumes an interest rate of 6.10% for discussion purposes only, subject to change.(2) Calculated at 0.5% of outstanding bonds.(3) For illustration purposes only, subject to change after input from PID/TIRZ Administrator. Assumes PID and TIRZ administrative expenses for seven PID improvement areas.Special Assessment Revenue BondsSingle-Family SubzoneHilltop Securities Inc.Page 5 of 712/11/2024
City of Anna, TexasFor illustration purposes onlySherley Farms Public Improvement DistrictDEBT CAPACITY - 50% CITY TIRZ - COMMERCIAL SUBZONETotal LevyTIRZ ShareNet PID LevyAdditionalasGROSSasNETasBondInterestAdministrativeTOTALTax RateBondPIDTIRZTax RatePIDTax RateYearPrincipal Interest(1) Levy(2) Levy(3)LEVYEquivalentYearLEVYCREDITEquivalentLEVYEquivalent1120,000$ 565,653$ 46,365$ 60,000$ 792,018$ 0.4780$ 1792,018$ 420,215$ 0.2536$ 371,803$ 0.2244$ 2126,000558,33345,76561,200791,2980.47752791,298420,2150.2536371,0830.22393133,000550,64745,13562,424791,2060.47753791,206420,2150.2536370,9910.22394141,000542,53444,47063,672791,6760.47784791,676420,2150.2536371,4610.22425149,000533,93343,76564,946791,6440.47785791,644420,2150.2536371,4290.22426157,000524,84443,02066,245791,1090.47746791,109420,2150.2536370,8940.22387167,000515,26742,23567,570792,0720.47807792,072420,2150.2536371,8570.22448176,000505,08041,40068,921791,4010.47768791,401420,2150.2536371,1860.22409186,000494,34440,52070,300791,1640.47759791,164420,2150.2536370,9480.223910197,000482,99839,59071,706791,2940.477510791,294420,2150.2536371,0780.223911209,000470,98138,60573,140791,7260.477811791,726420,2150.2536371,5100.224212221,000458,23237,56074,602791,3940.477612791,394420,2150.2536371,1790.224013234,000444,75136,45576,095791,3010.477613791,301420,2150.2536371,0850.224014248,000430,47735,28577,616791,3780.477614791,378420,2150.2536371,1630.224015263,000415,34934,04579,169791,5630.477715791,563420,2150.2536371,3480.224116279,000399,30632,73080,752791,7880.477816791,788420,2150.2536371,5730.224217296,000382,28731,33582,367791,9890.478017791,989420,2150.2536371,7740.224418313,000364,23129,85584,014791,1000.477418791,100420,2150.2536370,8850.223819332,000345,13828,29085,695791,1230.477419791,123420,2150.2536370,9080.223820353,000324,88626,63087,409791,9250.477920791,925420,2150.2536371,7090.224321374,000303,35324,86589,157791,3750.477621791,375420,2150.2536371,1600.224022397,000280,53922,99590,940791,4740.477722791,474420,2150.2536371,2590.224123422,000256,32221,01092,759792,0910.478023792,091420,2150.2536371,8760.224424447,000230,58018,90094,614791,0940.477424791,094420,2150.2536370,8790.223825475,000203,31316,66596,506791,4840.477725791,484420,2150.2536371,2690.224126505,000174,33814,29098,436792,0640.478026792,064420,2150.2536371,8490.224427536,000143,53311,765100,405791,7030.477827791,703420,2150.2536371,4880.224228569,000110,8379,085102,413791,3350.477628791,335420,2150.2536371,1200.224029605,00076,1286,240104,461791,8290.477929791,829420,2150.2536371,6140.224330643,00039,2233,215106,551791,9890.478030791,989420,2150.2536371,7730.22449,273,000$ 11,127,437$ 912,085$ 2,434,085$ 23,746,607$ 23,746,607$ 12,606,456$ 11,140,151$ (1) Assumes an interest rate of 6.10% for discussion purposes only, subject to change.(2) Calculated at 0.5% of outstanding bonds.(3) For illustration purposes only, subject to change after input from PID/TIRZ Administrator. Assumes PID and TIRZ administrative expenses for one PID improvement area.Commercial SubzoneSpecial Assessment Revenue BondsHilltop Securities Inc.Page 6 of 712/11/2024
City of Anna, TexasFor illustration purposes onlySherley Farms Public Improvement DistrictPROJECT IMPACT ON THE CITY (AD VALOREM PROPERTY TAXES) - 50% TIRZ Scenario50%50%At 2024 RateCity TaxesAt 2024 RateCity TaxesAverageAverageGross City TaxesDeposited inNet City TaxesGross City TaxesDeposited inNet City TaxesBuild OutBuild OutGeneratedTIRZ FundGeneratedGeneratedTIRZ FundGeneratedNo. of UnitsUnit ValueTotal Valueper Unitper Unitper Unitat Build Outat Build Outat Build OutProposed Single Family, Townhomes & Cottages2,720$510,023$1,387,262,000$2,587($1,293)$1,293$7,036,193($3,518,096)$3,518,096Proposed Multi Family400$200,000$80,000,000$1,014($507)$507$405,760($202,880)$202,880Proposed Retail & Commercial 260,000$329.62$85,700,000$1.67($0.84)$0.84$434,670($217,335)$217,335Total$1,552,962,000$7,876,623($3,938,312)$3,938,312Proposed Non TIRZCity TaxesTotalProposed Non TIRZCity TaxesTotalAverageused forFunds forAverageused forFunds forAverageAveragePID AssessmentPID BondsDebt Service andPID AssessmentPID BondsDebt ServiceBuild OutBuild OutAnnual InstallmentDebt ServicePID/TIRZ AdminAnnual InstallmentDebt Serviceand PID AdminNo. of UnitsUnit ValueTotal Valueper Unitper Unitper Unitat Build Outat Build Outat Build OutProposed Single Family, Townhomes & Cottages2,720$510,023$1,387,262,000$5,592$1,293$6,885$15,209,392$3,518,096$18,727,488Proposed Multi Family400$200,000$80,000,000$448$507$955$179,282$202,880$382,162Proposed Retail & Commercial 260,000$330$85,700,000$0.74$0.84$1.57$192,056$217,335$409,391Total$1,552,962,000$15,580,730$3,938,312$19,519,042Hilltop Securities Inc.Page 7 of 712/11/2024
Item No. 6.i.
City Council Agenda
Staff Report
Meeting Date: 12/17/2024
Staff Contact: Bernie Parker
AGENDA ITEM:
Acting as the Anna Public Facility Corporation Board of Directors,
Consider/Discuss/Action on a resolution authorizing and approving final transaction and
financing documents in connection with the acquisition, financing and construction of
the “Anna Apartments” to be located at 900 S Buddy Hayes Blvd in the City of Anna,
Texas. (Director of Economic Development Bernie Parker)
SUMMARY:
Anna Apartments (Meryl Street Holdco, LP) is a proposed 340-unit multifamily
development at the SEC of US Highway 75 and FM 455. This development will boost
density in the area and help attract additional retail and restaurants along US Highway
75. The site is currently zoned for multifamily.
Board action is requested to approve the participation of the APFC entities in the
transaction described, including to approve the final documents related to the
acquisition, lease, regulatory restrictions and financing of the project.
Representatives from Chapman and Cutler LLP, as legal counsel to the APFC and its
subsidiaries, Hilltop Securities Inc., as financial advisors to the APFC and its
subsidiaries, and NRP will be present to answer questions from the APFC Board.
FINANCIAL IMPACT:
The PFC will receive over $1 million in fees and payments in Year 1 and around $2
million over 15 years.
BACKGROUND:
Anna Public Facility Corporation (APFC) approved a memorandum of understanding
(“MOU”) with NRP Lone Start Development LLC (“NRP”) in September 2023, and the
creation of subsidiary entities of APFC to participate in the transaction to develop and
construct an approximately 340 unit multifamily development to be known as “Anna
Apartments”. The project will be subject to a regulatory agreement with APFC and will
provide 10% of the residential apartment units to individuals and families earning less
than 60% of the area median income, 40% of the apartments units to individuals and
families earning less than 80% of the area median income, and the remaining units will
be unrestricted.
APFC Anna Apartments SLP, LLC, will serve as a special limited partner (the “SLP”) to
a limited partnership entity, Meryl Street Holdco, LP (the “Partnership”) with a joint
venture between NRP and Parse, as equity provider, serving as the general partner.
The Partnership will participate in the ownership of Meryl Street LP, which will lease the
project land and improvements to be constructed from the SLP, which will own fee title
to the same. The ownership structure with APFC involvement is expected to qualify the
project for a property tax exemption. Meryl Street LP will operate the project, financed
in part by equity funding and a construction loan from Comerica Bank.
APFC Anna Apartments Contractor, LLC, a subsidiary of the APFC will serve as general
contractor for the project, which is expected to allow a sales tax exemption on materials
purchased for the construction of the project. An affiliate of NRP will serve as master
subcontract and complete the construction of the project. An affiliate of NRP will also
serve as property manager.
STRATEGIC CONNECTIONS:
This item supports the City of Anna Strategic Plan, specifically advancing the strategic
outcome area: Vibrant.
ATTACHMENTS:
1. Sole Member Resolution (GP) - Anna Apartments 4934-3842-6371 v5
2. Meryl Street - Project Location Map
3. 24-12-11 Meryl Street - PFC Board Meeting Presentation 2
2314144
ANNA PUBLIC FACILITY CORPORATION
The undersigned officer of Anna Public Facility Corporation (the “Sole Member”), sole
member of APFC Anna Apartments SLP, LLC (the “Special Limited Partner”), hereby certifies
that he is the duly elected qualified and acting President of the Sole Member, and hereby certifies
that true, correct and complete copies of certain resolutions adopted by the Board of Directors of
the Sole Member at its December 17, 2024 meeting are attached hereto (the “Resolutions”). The
Resolutions have not been amended or revoked and are now in full force and effect.
Dated: December 17, 2024
By ____________________________________
Stan Carver II
President
ANNA PUBLIC FACILITY CORPORATION
RESOLUTION OF THE SOLE MEMBER OF
APFC ANNA APARTMENTS SLP, LLC
December 17, 2024
ANNA PUBLIC FACILITY CORPORATION, a nonprofit public facility corporation duly
organized and validly existing under the laws of the State of Texas (the “Sole Member”), the sole
member of APFC ANNA APARTMENTS SLP, LLC (the “Special Limited Partner”), the special
limited partner of MERYL STREET HOLDCO, LP, a Delaware limited partnership (the
“Partnership”) hereby adopts the following resolutions:
1. LEASE OF REAL PROPERTY
WHEREAS, Anna Public Facility Corporation, a Texas nonprofit public facility corporation
(the “Sole Member”), is the sole member of the Special Limited Partner;
WHEREAS, Stan Carver II, an individual, is the President of the Sole Member (the
“President”);
WHEREAS, the Special Limited Partner, in its capacity as landlord, will acquire certain real
property located in Anna, Texas (the “Real Property”) on which a 340-unit multifamily project is
to be constructed, developed and operated, to be known as “Anna Apartments” (the “Apartment
Complex” and together with the Real Property, the “Project”); and
WHEREAS, the Special Limited Partner will enter into (a) a Lease Agreement (the “Lease
Agreement”) with the Partnership pursuant to which the Special Limited Partner will lease the
Project to the Meryl Street LP, a Delaware limited partnership and subsidiary of the Partnership
(the “Operator”) for a 99-year term; and (b) various documents as may be required in connection
therewith ((a) and (b) collectively, the “Lease Documents”).
RESOLVED, that the prior actions of the President (or any officer of the Sole Member),
acting on behalf of the Sole Member, acting on behalf of the Special Limited Partner, with respect
to the lease of the Real Property, including but not limited to the execution of the Lease Agreement,
are hereby ratified and approved.
RESOLVED, that (a) the Special Limited Partner, acting on its own behalf, is hereby
authorized to execute and deliver the Lease Documents and to do all things necessary or desirable
to facilitate the lease of the Project and the construction, development and operation of the
Apartment Complex thereon; (c) the Sole Member, acting on behalf of the Special Limited Partner
is hereby authorized to execute and deliver the Lease Documents and to do all things necessary or
desirable to facilitate the lease of the Project and the construction, development and operation of
the Apartment Complex thereon; and (d) the President (or any officer of the Sole Member), acting
on behalf of the Sole Member, acting on behalf of the Special Limited Partner is hereby
individually authorized to (i) execute and deliver the Lease Documents, with such changes as the
President in his discretion believes to be necessary or desirable, and such other documents and
instruments in connection therewith as may be necessary or desirable and (ii) do all things
necessary or desirable to facilitate the lease of the Real Property and the construction, development
and operation of the Apartment Complex thereon.
2. REGULATORY AGREEMENT
WHEREAS, the Operator will enter into a regulatory agreement (the “Regulatory
Agreement”) with the Sole Member, which Regulatory Agreement shall set forth the requirements
necessary for the Project to comply with the Texas Public Facility Corporation Act, Chapter 303,
Texas Local Government Code, and certain other restrictions required by the Sole Member
(collectively, the “Restrictions”), such Restrictions being within the control of the Operator;
RESOLVED, that the Sole Member, acting on its own behalf is hereby authorized to execute
and deliver the Regulatory Agreement and do all things necessary and desirable in connection
therewith; and the President (or any other officer of the Sole Member), acting on behalf of the Sole
Member, is hereby authorized to execute and deliver the Regulatory Agreement, with such changes
as the President (or any other officer of the Member) in such person’s discretion believes to be
necessary or desirable, and do all things, including to execute and deliver such other documents
and instruments in connection therewith as may be necessary or desirable.
3. PARTNERSHIP DOCUMENTATION
WHEREAS, in connection with its admission to the Partnership, the Special Limited Partner
will enter into (a) a Limited Partnership Agreement (the “Partnership Agreement”) between
Special Limited Partner, as special limited partner, and Meryl Street JV, LLC, a Delaware limited
liability company, as general partner; and (b) various documents as may be required in connection
with such Partnership admission (collectively, the “Partnership Documents”).
RESOLVED, that (a) the Special Limited Partner, acting on its own behalf, is authorized to
execute and deliver the Partnership Documents and do all things necessary and desirable to
facilitate the admission to the Partnership; (b) the Sole Member, acting on behalf of the Special
Limited Partner, acting on its own behalf, is hereby authorized to execute and deliver the
Partnership Documents and do all things necessary to facilitate the admission to the Partnership;
and (c) the President (or any officer of the Sole Member), acting on behalf of the Sole Member,
acting on behalf of the Special Limited Partner is hereby individually authorized to (i) execute and
deliver the Partnership Documents, with such changes as the President in his discretion believes
to be necessary or desirable, and such other documents and instruments in connection therewith as
may be necessary or desirable and (ii) do all things necessary or desirable to facilitate the admission
to the Partnership and perform the obligations thereunder.
4. CONSTRUCTION CONTRACT
WHEREAS, APFC ANNA APARTMENTS CONTRACTOR, LLC, a Texas limited liability
company, will serve as general contractor (in such capacity, the “Contractor”) in connection with
the construction and development of the Apartment Complex; and
WHEREAS, in connection with such role, the Contractor will enter into a Construction
Management Agreement with the Operator (the “Construction Contract”) and a Master
Subcontract with NRP Contractors II, LLC (the “Master Subcontract”).
RESOLVED, that the President (or any officer of the Sole Member), is hereby individually
authorized to (i) execute and deliver the Construction Contract and the Master Subcontract, with
such changes as the President in his discretion believes to be necessary or desirable, and such other
documents and instruments in connection therewith as may be necessary or desirable and (ii) do
all things necessary or desirable to cause the Sole Member to perform the Sole Member’s
obligations thereunder.
5. LOAN DOCUMENTATION
WHEREAS, it is anticipated that the Operator will obtain a mortgage loan from Comerica
Bank, a Texas banking association, as administrative agent under the loan agreement (the “Loan
Agreement”) evidencing such loan (in such capacity, “Agent”) and the lenders from time to time
party to the Loan Agreement (the “Lenders” and together with the Agent, the “Construction
Lenders”) in connection with the construction and development of the Apartment Complex (the
“Loan”); and
WHEREAS, in connection with the Loan, the Operator will execute one or more promissory
notes (the “Notes”) payable to the Lender; and
WHEREAS, to connection with the Operator’s obligations under the Promissory Note, the
Special Limited Partner and/or the Contractor will execute, for the benefit of the Lender, a
Leasehold Deed of Trust, Assignment of Leases and Rents, Security Agreement, and Fixture
Filing, a Contractor’s Consent, an Agreement and Certification, an Acknowledgement Agreement
(Lease), and certain other documents evidencing, governing and/or securing the Operator’s
obligations under the Notes (collectively, together with the Notes, the “Loan Documents”);
RESOLVED, that (a) the Special Limited Partner, acting on its own behalf, is hereby
authorized to execute and deliver the Loan Documents and do all things necessary to facilitate the
Loan; (b) the Contractor, acting on its own behalf, is hereby authorized to execute and deliver the
Loan Documents and do all things necessary to facilitate the Loan; (c) the Sole Member, acting on
its own behalf or on behalf of the Special Limited Partner and/or the Contractor, acting on its own
behalf, is hereby authorized to execute and deliver the Loan Documents and do all things necessary
to facilitate the Loan; and (d) the President (or any other officer of the Sole Member), acting on
behalf of the Sole Member, acting on its own behalf or on behalf of the Special Limited Partner
and/or the Contractor, acting on its own behalf, is hereby authorized to (i) execute and deliver the
Loan Documents, with such changes as the President in his discretion believe to be necessary or
desirable, and such other documents and instruments in connection therewith as may be necessary
or desirable and (ii) do all things necessary or desirable to cause the Partnership to obtain the Loan.
6. AUTHORIZATION/RATIFICATION
RESOLVED, that the President (or any officer of the Sole Member), acting on behalf of the
Sole Member, acting on its own behalf or on behalf of the Special Limited Partner and/or the
Contractor, acting on its own behalf, is individually authorized to (a) sign, certify to, acknowledge,
deliver, accept, file, and record any and all instruments, resolutions and documents, and (b) take,
or cause to be taken, any and all such action, in the name and on behalf of the Sole Member, the
Special Limited Partner and the Contractor, as such person shall deem to be necessary, desirable,
or appropriate in order to effect the purposes of the foregoing resolutions.
FURTHER RESOLVED, that any and all action taken by the President (or any officer of the
Sole Member), acting on behalf of the Sole Member, acting on behalf of the Special Limited
Partner, acting on its own behalf, prior to the date this consent is actually executed in effecting the
purposes of the foregoing resolutions is hereby approved, ratified, and adopted in all respects.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
CITY OF ANNA
PUBLIC FACILITY CORP.
DECEMBER 17, 2024
SITE PLAN
PROJECT DATA:
•340 Units
•70% One Bed
•30% Two Bed
PROJECT SCHEDULE:
•Break Ground: Jan 2025
•Move-ins: March 2026
•Const. Complete: Nov 2026
RENDERING –EXTERIOR VIEW
DESIGN INSPIRATION
RENDERING –EXTERIOR VIEW
DESIGN INSPIRATION
AMENITIES – DESIGN CONCEPT
RESIDENTIAL UNITS
POOL COURTYARD
FIRE PITS & CORNHOLE
PING PONG & DINING
CABANA & DAYBEDS
DONATING LAND TO CITY - BUILDING PUBLIC PARK
Item No. 6.j.
City Council Agenda
Staff Report
Meeting Date: 12/17/2024
Staff Contact: Bernie Parker
AGENDA ITEM:
Acting as the Anna Housing Financial Corportation Board of Directors,
Consider/Discuss/Action upon resolutions authorizing and approving final transaction
documents in connection with the issuance of the Collin County Housing Finance
Corporation Multifamily Housing Revenue Note (Parmore Anna) Series 2025 and
permanent loan financing to refund the existing governmental note and refinance the
construction debt for the “Parmore Anna” multifamily residential development, and
related transactions. (Director of Economic Development Bernie Parker)
SUMMARY:
As sole member of the General Partner to the Borrower in the transaction described
below, the AHFC Board is asked to approve the final governmental note and loan
documents for execution and delivery. The lenders have required the existing ground
lease to be amended in connection with the transaction. As sole member of the Ground
Lessor and as sole member of the General Partner to the Borrower, the AHFC Board is
asked to approve that amended and restated ground lease and certain other documents
related thereto.
FINANCIAL IMPACT:
BACKGROUND:
Anna Housing Financial Corporation (AHFC) participated in the initial financing for the
acquisition and construction of the “Parmore Anna” multifamily residential development
(the “Project”) in February 2022, and AHFC owns Anna Senior Living GP, LLC (the
“General Partner”), which participates in the partnership structure of the Project as
general partner, with subsidiaries of JPI (the Project’s developer) as special limited
partner and CREA as the low-income housing tax credit investor to Anna Senior Living
LP, the limited partnership that owns and operates the Project (the “Borrower”). The
Project is subject to income and rent restrictions under the original governmental note
regulatory agreement and the TDHCA land use restrictions applicable to the Project in
connection with its receipt of low-income housing tax credits. The Project receives a full
ad valorem property tax exemption as a result of AHFC’s participation in the Project,
including through AHFC’s ownership of Parmore Anna Holdings, LLC (the “Ground
Lessor”), the fee owner of the land on which the Project is located.
Following construction completion and the commencement of lease-up, the Project is
now ready to refund the existing bonds issued by Collin County Housing Finance
Corporation and to refinance its construction debt to permanent stage debt. Berkadia
Commercial Mortgage LLC is the initial permanent lender, and Federal Home Loan
Mortgage Corporation (“Freddie Mac”) is anticipated to acquire the debt upon
satisfaction of the conditions to conversion set forth in its funding commitment.
Representatives from Chapman and Cutler LLP, as legal counsel to the AHFC and its
subsidiaries, Hilltop Securities Inc., as financial advisors to the AHFC and its
subsidiaries, and JPI will be present to answer questions from the AHFC Board.
STRATEGIC CONNECTIONS:
ATTACHMENTS:
1. Sole Member Resolution - Parmore 4923-2646-4002 v2
2. Partnership Resolution - Parmore 4912-1210-4962 v2
ANNA HOUSING FINANCE CORPORATION
The undersigned officer of Anna Housing Finance Corporation (the “Sole Member”),
hereby certifies that he is the duly elected qualified and acting President of the Board of Directors
(the “Board”) of the Sole Member, and hereby certifies that true, correct and complete copies of
certain resolutions adopted by the Board at its December 17, 2024 meeting are attached hereto (the
“Resolutions”). The Resolutions have not been amended or revoked and are now in full force and
effect.
Dated: December 17, 2024
By ____________________________________
Stan Carver II
President
ANNA HOUSING FINANCE CORPORATION
RESOLUTION OF THE SOLE MEMBER OF
ANNA SENIOR LIVING GP, LLC
AND
PARMORE ANNA HOLDINGS, LLC
December 17, 2024
ANNA HOUSING FINANCE CORPORATION, a Texas public, nonprofit housing finance
corporation duly organized and validly existing under the laws of the State of Texas (the
“Member”), the sole member of ANNA SENIOR LIVING GP, LLC (the “General Partner”), the
general partner of ANNA SENIOR LIVING LP (the “Partnership”) and the sole member of PARMORE
ANNA HOLDINGS, LLC (the “Ground Lessor”) hereby adopts the following resolutions:
1. GOVERNMENTAL NOTE FINANCING
WHEREAS, the General Partner is the sole general partner of the Partnership; and
WHEREAS, the Member, is the sole member of the General Partner; and
WHEREAS, Stan Carver II, an individual, is the President of the Member (the “President”);
and
WHEREAS, the Partnership owns and is involved with the operation of a multifamily project
for low-income seniors known as “Parmore Anna Apartments” (the “Apartment Complex”); and
WHEREAS, the Collin County Housing Finance Corporation (the “Issuer”) issued its
Multifamily Housing Revenue Note (Parmore Anna), Series 2022A and its Multifamily Housing
Revenue Note (Parmore Anna), Series 2022B (the “Series 2022 Bonds”); and
WHEREAS, the Issuer loaned the proceeds from the sale of the Bonds to the Partnership to
finance a portion of the development of the Apartment Complex (the “Series 2022 Bond
Financing”); and
WHEREAS, Berkadia Commercial Mortgage LLC (the “Initial Funding Lender”) has
agreed to originate a funding loan to the Issuer in the amount of up to $25,000,000 (the “Funding
Loan”) pursuant to a Funding Loan Agreement (the “Funding Loan Agreement”) between the
Initial Funding Lender, the Issuer and Wilmington Trust, National Association, as fiscal agent (the
“Fiscal Agent”); and
WHEREAS, the Funding Loan will be evidenced by a Collin County Housing Finance
Corporation Multifamily Housing Revenue Note (Parmore Anna) Series 2025, delivered by the
Issuer for the benefit of the Initial Funding Lender (the “Governmental Note”); and
WHEREAS, in order to provide permanent financing for the Apartment Complex, the
Federal Home Loan Mortgage Corporation, a shareholder-owned government-sponsored
enterprise (“Freddie Mac”) has agreed, pursuant to that certain commitment with the Initial
Funding Lender (the “Freddie Mac Commitment”), to purchase the Funding Loan, and upon
satisfaction of the conditions set forth in the Freddie Mac Commitment, the Initial Funding Lender
will assign any and all of its rights and interest in the Governmental Note Financing Documents
to Freddie Mac; and
WHEREAS, with the proceeds of the Funding Loan, the Issuer has agreed to originate a
mortgage loan to the Partnership in the aggregate principal amount of up to $25,000,000 (the
“Project Loan”) to provide for the refunding of all or a portion of the Series 2022 Bonds pursuant
to a Project Loan Agreement (the “Project Loan Agreement”) between the Issuer, the Partnership
and the Fiscal Agent, and to be evidenced by a multifamily note (the “Project Note”) delivered to
the Issuer and endorsed to the Fiscal Agent as security for the Funding Loan; and
WHEREAS, in connection with the Funding Loan, the Project Loan and the Freddie Mac
Commitment (collectively, the “Governmental Note Financing”), the Partnership and/or the
General Partner and/or the Member shall enter into any and all documents, including but not
limited to, the Project Loan Agreement, the Project Note, a Multifamily Deed of Trust, Assignment
of Rents, Security Agreement and Fixture Filing, a Regulatory Agreement and Declaration of
Restrictive Covenants, an Assignment of Security Instrument, a Tax Exemption Certificate and
Agreement, a Project Certificate, a Continuing Covenant Agreement, an Amended and Restated
Ground Lease and any and all other types of agreements, certificates or documents necessary for
the Issuer to originate the Project Loan and for the Partnership to consummate the Governmental
Note Financing (collectively, with the Governmental Note, the Project Note, the Funding Loan
Agreement and the Project Loan Agreement, the “Governmental Note Financing Documents”).
RESOLVED, that (a) the Partnership is authorized to borrow the Project Loan from the Issuer
and to execute and deliver the Governmental Note Financing Documents; (b) the General Partner,
acting on its own behalf or on behalf of the Partnership, is authorized to execute and deliver the
Governmental Note Financing Documents and do all things necessary to facilitate the
Governmental Note Financing; (c) the Member, acting on behalf of the General Partner, acting on
its own behalf or on behalf of the Partnership, is hereby authorized to execute and deliver the
Governmental Note Financing Documents and do all things necessary to facilitate the
Governmental Note Financing; and (d) the President (or in his absence, any officer of the Member),
acting on behalf of the Member, acting on behalf of the General Partner, acting on its own behalf
or on behalf of the Partnership, are each hereby individually authorized to (i) execute and deliver
the Governmental Note Financing Documents, with such changes as the President in his discretion
believes to be necessary or desirable, and such other documents and instruments in connection
therewith as may be necessary or desirable and (ii) do all things necessary or desirable to cause
the Partnership to obtain the Governmental Note Financing and perform the Partnership’s and/or
the General Partner’s obligations thereunder.
2. GROUND LEASE DOCUMENTS
WHEREAS, the Member is the sole member of the Ground Lessor; and
WHEREAS, the Ground Lessor holds fee title to certain real property (the “Real Property”)
on which the Apartment Complex is located; and
WHEREAS, the Ground Lessor is leasing the Real Property to the Partnership pursuant to
that certain Ground Lease dated as of February 1, 2022 (the “Original Ground Lease”) and the
Ground Lessor and the Partnership desire to amend and restate the Original Ground Lease (the
“Amended and Restated Ground Lease”) in connection with the Governmental Note Financing;
and
WHEREAS, in connection with the Governmental Note Financing and to memorialize
certain agreements with respect to the Amended and Restated Ground Lease and the Original
Ground Lease, the Ground Lessor and/or the Member will be required to execute the Amended
and Restated Ground Lease, a Security Agreement, a Ground Lessor Estoppel Certificate and
certain other associated documents (collectively, the “Ground Lease Documents”).
RESOLVED, that the prior actions of the President (or any other officer of the Member),
acting on its own behalf or on behalf of the General Partner, acting on behalf of the Partnership,
with respect to the lease of the Real Property, including but not limited to the execution of the
Amended and Restated Ground Lease, are hereby ratified and approved.
FURTHER RESOLVED, that (a) the Partnership is authorized to execute and deliver the
Ground Lease Documents; (b) the General Partner, acting on its own behalf or on behalf of the
Partnership, is hereby authorized to execute and deliver the Ground Lease Documents and to do
all things necessary or desirable to facilitate operation of the Apartment Complex on the Real
Property; (c) the Member, acting on behalf of the General Partner, acting on its own behalf or on
behalf of the Partnership, is hereby authorized to execute and deliver the Ground Lease Documents
and to do all things necessary or desirable to facilitate the lease operation of the Apartment
Complex on the Real Property; and (d) the President (or in his absence, any officer of the Member),
acting on behalf of the Member, acting on behalf of the General Partner, acting on its own behalf
or on behalf of the Partnership, is hereby individually authorized to (i) execute and deliver the
Ground Lease Documents, with such changes as the President in his discretion believes to be
necessary or desirable, and such other documents and instruments in connection therewith as may
be necessary or desirable and (ii) do all things necessary or desirable to facilitate the operation of
the Apartment Complex on the Real Property.
3. GROUND LESSOR AUTHORIZATION/RATIFICATION
RESOLVED, that the President (or any officer of the Member), acting on behalf of the
Member, acting on behalf of the Ground Lessor, is individually authorized to (a) sign, certify to,
acknowledge, deliver, accept, file, and record any and all instruments and documents, and (b) take,
or cause to be taken, any and all such action, in the name and on behalf of the Member and the
Ground Lessor as such person shall deem to be necessary, desirable, or appropriate in order to
effect the purposes of the foregoing resolutions.
FURTHER RESOLVED, that any and all action taken by the President (or any officer of the
Member), acting on behalf of the Member, acting on behalf of the Ground Lessor, prior to the date
hereof in effecting the purposes of the foregoing resolutions is hereby approved, ratified, and
adopted in all respects.
4. GENERAL PARTNER AUTHORIZATION/RATIFICATION
RESOLVED, that the President (or any officer of the Member), acting on behalf of the
Member, acting on behalf of the General Partner, acting on its own behalf or on behalf of the
Partnership, are each individually authorized to (a) sign, certify to, acknowledge, deliver, accept,
file, and record any and all instruments and documents, and (b) take, or cause to be taken, any and
all such action, in the name and on behalf of the Member, the General Partner, and the Partnership
as such person shall deem to be necessary, desirable, or appropriate in order to effect the purposes
of the foregoing resolutions.
FURTHER RESOLVED, that any and all action taken by the President (or any officer of the
Member), acting on behalf of the Member, acting on behalf of the General Partner, acting on its
own behalf or on behalf of the Partnership, prior to the date hereof in effecting the purposes of the
foregoing resolutions is hereby approved, ratified, and adopted in all respects.
[Remainder of Page Intentionally Left Blank]
ANNA SENIOR LIVING, LP
PARTNERSHIP RESOLUTIONS
December 17, 2024
ANNA SENIOR LIVING GP, LLC (the “General Partner”), the sole general partner of ANNA
SENIOR LIVING LP (the “Partnership”) hereby adopts the following resolutions:
1. GOVERNMENTAL NOTE FINANCING
WHEREAS, the General Partner is the sole general partner of the Partnership; and
WHEREAS, the Anna Housing Finance Corporation (the “Member”), a Texas public,
nonprofit, housing finance corporation, is the sole member of the General Partner; and
WHEREAS, Stan Carver II, an individual, is the President of the Member (the “President”);
and
WHEREAS, the Partnership owns and is involved with the operation of a multifamily project
for low-income seniors known as “Parmore Anna Apartments” (the “Apartment Complex”); and
WHEREAS, the Collin County Housing Finance Corporation (the “Issuer”) issued its
Multifamily Housing Revenue Note (Parmore Anna), Series 2022A and its Multifamily Housing
Revenue Note (Parmore Anna), Series 2022B (the “Series 2022 Bonds”); and
WHEREAS, the Issuer loaned the proceeds from the sale of the Bonds to the Partnership to
finance a portion of the development of the Apartment Complex (the “Series 2022 Bond
Financing”); and
WHEREAS, Berkadia Commercial Mortgage LLC (the “Initial Funding Lender”) has
agreed to originate a funding loan to the Issuer in the amount of up to $25,000,000 (the “Funding
Loan”) pursuant to a Funding Loan Agreement (the “Funding Loan Agreement”) between the
Initial Funding Lender, the Issuer and Wilmington Trust, National Association, as fiscal agent (the
“Fiscal Agent”); and
WHEREAS, the Funding Loan will be evidenced by a Collin County Housing Finance
Corporation Multifamily Housing Revenue Note (Parmore Anna) Series 2025, delivered by the
Issuer for the benefit of the Initial Funding Lender (the “Governmental Note”); and
WHEREAS, in order to provide permanent financing for the Apartment Complex, the
Federal Home Loan Mortgage Corporation, a shareholder-owned government-sponsored
enterprise (“Freddie Mac”) has agreed, pursuant to that certain commitment with the Initial
Funding Lender (the “Freddie Mac Commitment”), to purchase the Funding Loan, and upon
satisfaction of the conditions set forth in the Freddie Mac Commitment, the Initial Funding Lender
will assign any and all of its rights and interest in the Governmental Note Financing Documents
to Freddie Mac; and
WHEREAS, with the proceeds of the Funding Loan, the Issuer has agreed to originate a
mortgage loan to the Partnership in the aggregate principal amount of up to $25,000,000 (the
“Project Loan”) to provide for the refunding of all or a portion of the Series 2022 Bonds pursuant
to a Project Loan Agreement (the “Project Loan Agreement”) between the Issuer, the Partnership
and the Fiscal Agent, and to be evidenced by a multifamily note (the “Project Note”) delivered to
the Issuer and endorsed to the Fiscal Agent as security for the Funding Loan; and
WHEREAS, in connection with the Funding Loan, the Project Loan and the Freddie Mac
Commitment (collectively, the “Governmental Note Financing”), the Partnership and/or the
General Partner and/or the Member shall enter into any and all documents, including but not
limited to, the Project Loan Agreement, the Project Note, a Multifamily Deed of Trust, Assignment
of Rents, Security Agreement and Fixture Filing, a Regulatory Agreement and Declaration of
Restrictive Covenants, an Assignment of Security Instrument, a Tax Exemption Certificate and
Agreement, a Project Certificate, a Continuing Covenant Agreement, an Amended and Restated
Ground Lease and any and all other types of agreements, certificates or documents necessary for
the Issuer to originate the Project Loan and for the Partnership to consummate the Governmental
Note Financing (collectively, with the Governmental Note, the Project Note, the Funding Loan
Agreement and the Project Loan Agreement, the “Governmental Note Financing Documents”).
RESOLVED, that (a) the Partnership is authorized to borrow the Project Loan from the Issuer
and to execute and deliver the Governmental Note Financing Documents; (b) the General Partner,
acting on its own behalf or on behalf of the Partnership, is authorized to execute and deliver the
Governmental Note Financing Documents and do all things necessary to facilitate the
Governmental Note Financing; (c) the Member, acting on behalf of the General Partner, acting on
its own behalf or on behalf of the Partnership, is hereby authorized to execute and deliver the
Governmental Note Financing Documents and do all things necessary to facilitate the
Governmental Note Financing; and (d) the President (or in his absence, any officer of the Member),
acting on behalf of the Member, acting on behalf of the General Partner, acting on its own behalf
or on behalf of the Partnership, are each hereby individually authorized to (i) execute and deliver
the Governmental Note Financing Documents, with such changes as the President in his discretion
believes to be necessary or desirable, and such other documents and instruments in connection
therewith as may be necessary or desirable and (ii) do all things necessary or desirable to cause
the Partnership to obtain the Governmental Note Financing and perform the Partnership’s and/or
the General Partner’s obligations thereunder.
2. GROUND LEASE DOCUMENTS
WHEREAS, the Ground Lessor holds fee title to certain real property (the “Real Property”)
on which the Apartment Complex is located; and
WHEREAS, the Ground Lessor is leasing the Real Property to the Partnership pursuant to
that certain Ground Lease dated as of February 1, 2022 (the “Original Ground Lease”) and the
Ground Lessor and the Partnership desire to amend and restate the Original Ground Lease (the
“Amended and Restated Ground Lease”) in connection with the Governmental Note Financing;
and
WHEREAS, in connection with the Governmental Note Financing, the Ground Lessor will
enter into the Amended and Restated Ground Lease with the Partnership, and the Partnership
and/or the General Partner will be required to enter into various documents, including but not
limited to the Amended and Restated Ground Lease (collectively, the “Ground Lease
Documents”).
RESOLVED, that the prior actions of the President (or any other officer of the Member),
acting on its own behalf or on behalf of the General Partner, acting on behalf of the Partnership,
with respect to the lease of the Real Property, including but not limited to the execution of the
Amended and Restated Ground Lease, are hereby ratified and approved.
FURTHER RESOLVED, that (a) the Partnership is authorized to execute and deliver the
Ground Lease Documents; (b) the General Partner, acting on its own behalf or on behalf of the
Partnership, is hereby authorized to execute and deliver the Ground Lease Documents and to do
all things necessary or desirable to facilitate operation of the Apartment Complex on the Real
Property; (c) the Member, acting on behalf of the General Partner, acting on its own behalf or on
behalf of the Partnership, is hereby authorized to execute and deliver the Ground Lease Documents
and to do all things necessary or desirable to facilitate the lease operation of the Apartment
Complex on the Real Property; and (d) the President (or in his absence, any officer of the Member),
acting on behalf of the Member, acting on behalf of the General Partner, acting on its own behalf
or on behalf of the Partnership, is hereby individually authorized to (i) execute and deliver the
Ground Lease Documents, with such changes as the President in his discretion believes to be
necessary or desirable, and such other documents and instruments in connection therewith as may
be necessary or desirable and (ii) do all things necessary or desirable to facilitate the operation of
the Apartment Complex on the Real Property.
3. AUTHORIZATION/RATIFICATION
RESOLVED, that the President (or any officer of the Member), acting on behalf of the
Member, acting on behalf of the General Partner, acting on its own behalf or on behalf of the
Partnership, are each individually authorized to (a) sign, certify to, acknowledge, deliver, accept,
file, and record any and all instruments and documents, and (b) take, or cause to be taken, any and
all such action, in the name and on behalf of the Member, the General Partner, and the Partnership
as such person shall deem to be necessary, desirable, or appropriate in order to effect the purposes
of the foregoing resolutions.
FURTHER RESOLVED, that any and all action taken by the President (or any officer of the
Member), acting on behalf of the Member, acting on behalf of the General Partner, acting on its
own behalf or on behalf of the Partnership, prior to the date hereof in effecting the purposes of the
foregoing resolutions is hereby approved, ratified, and adopted in all respects.
4. CONSENT TO CLASS B LIMITED PARTNER ACTIONS
WHEREAS, under the Amended and Restated Agreement of Limited Partnership for the
Partnership (the “Partnership Agreement”) with CREA Parmore Anna, LLC (the “Equity
Provider”), CREA SLP, LLC (the “Special Limited Partner”) and Anna Senior Living SLP, LLC
(the “Class B Limited Partner”), the General Partner has delegated authority to the Class B
Limited Partner to execute documents and take actions on behalf of the Partnership; and
WHEREAS, the unanimous consent of members in lieu of special meeting effective February
9, 2024 (the “Designation of Authority”), designating Brad Taylor and Adrien Dobourg of the
Class B Limited Partner, as an Authorized Representative of the General Partner and the
Partnership, with the authority to execute documents and take actions relating to the Operational
Matters on behalf of the General Partner and the Partnership, has not been revoked or amended
and is in full force and effect.
WHEREAS, pursuant to the Partnership Agreement and the Designation of Authority, the
Class B Limited Partner will execute certain of the Governmental Note Financing Documents on
behalf of the Partnership and will take, or cause to be taken, actions on behalf of the Partnership
to carry out the transactions contemplated herein.
RESOLVED, that the General Partner hereby consents to the Class B Limited Partner’s
execution of any of the Governmental Note Financing Documents on behalf of the Partnership in
lieu of the General Partner’s execution thereof and without the need for joinder by the General
Partner in such execution.
FURTHER RESOLVED, that the General Partner hereby consents to the Class B Limited
Partner’s actions on behalf of the Partnership to carry out the transactions contemplated herein
without the need for joinder by the General Partner in such actions.
[Remainder of Page Intentionally Left Blank]
Dated: December 17, 2024
ANNA SENIOR LIVING, LP
By: Anna Senior Living GP, LLC, a Texas
limited liability company, its general partner
By: Anna Housing Finance Corporation, a
Texas housing finance corporation, its sole
member
By ____________________________________
Stan Carver II
President
Item No. 6.k.
City Council Agenda
Staff Report
Meeting Date: 12/17/2024
Staff Contact: Gregory Peters
AGENDA ITEM:
Consider/Discuss/Action on a Resolution authorizing the City Manager to execute a
Wholesale Wastewater Contract by and between the City of Anna, Texas and the City
of Van Alstyne, Texas. (Assistant City Manager Greg Peters, P.E.)
SUMMARY:
This item is to authorize the execution of a contract with the City of Van Alstyne for
wastewater transport through the City of Anna wastewater system and wastewater
treatment at the Hurricane Creek Regional Wastewater Treatment Plant.
FINANCIAL IMPACT:
Revenues received from Van Alstyne for this service will be accounted for in the annual
operating budget of the City of Anna to fund the debt service, operation, and
maintenance of the City of Anna's wastewater utility. Providing this much needed
regional service to adjacent communities will allow Anna to better control future utility
costs for all Anna neighbors.
BACKGROUND:
The City of Anna is currently constructing the first phase of a regional wastewater
treatment plant in the southwest portion of the City. The treatment plant will provide
sewer treatment for all development in the City of Anna west of US 75 and for adjacent
customer cities and customer MUD's. The customer communities will pay a wholesale
rate to the city of Anna per 1,000 gallons of flow. The revenues generated by this
program will be used to pay the debt service and fund the operation, maintenance, and
future expansion of the facility.
The 500,000 gal/day package plant at the facility will come online in the Spring of 2025,
and the plant capacity will increase to 2,000,000 gallons per day in 2027. The City is
currently permitted for a first phase of up to 4,000,000 gallons per day. The City of Anna
is currently working with the City of Van Alstyne and the development community to
complete the design and construction of a trunk sewer main which will connect Van
Alstyne to the City of Anna wastewater system. We anticipate the trunk sewer
construction to begin in 2025, and provide sewer service to Van Alstyne in early 2026.
STRATEGIC CONNECTIONS:
This item supports the City of Anna Strategic Plan, specifically advancing the strategic
outcome area: Resilient.
ATTACHMENTS:
1. Resolution - Anna-Van Alstyne Wholesale Wastewater Contract
2. Exhibit A - Wastewater Basin Map with Van Alstyne Connection Points
3. Wholesale Wastewater Anna - Van Alstyne C21005D20241204CR1 clean final
CITY OF ANNA, TEXAS
RESOLUTION NO. _______________
A RESOLUTION OF THE CITY OF ANNA, TEXAS AUTHORIZING THE CITY
MANAGER TO EXECUTE A WHOLESALE WASTEWATER CONTRACT BETWEEN
THE CITY OF ANNA AND THE CITY OF VAN ALSTYNE, FOR WASTEWATER
TREATMENT AND TRANSPORT, SUBJECT TO APPROVAL AS TO LEGAL FORM
BY THE CITY ATTORNEY, WITH AN EFFECTIVE DATE.
WHEREAS, the City of Anna and the City of Van Alstyne are both experiencing record
growth, including residential and commercial development, and;
WHEREAS, providing sanitary sewer collection, transport, and treatment infrastructure is
essential to the continued growth of both communities, and;
WHEREAS, the City of Anna is seeking to provide a regional sewer treatment solution for
the benefit of the cities of Anna, Van Alstyne, Weston, and surrounding areas, and;
WHEREAS, the City of Anna received a permit from the Texas Commission on
Environmental Quality, Permit #WQ0016043001, on or about May 23, 2023, and;
WHEREAS, the City of Anna, Texas, is currently constructing the Hurricane Creek
Regional Wastewater Treatment Facility, located in the southwest portion of the
community, and;
WHEREAS, the Package Plant Phase of the project will be complete on, or about May 1,
2025, and;
WHEREAS, the City of Anna and City of Van Alstyne are jointly working to design and
construct the necessary trunk sewer mains and infrastructure required to transport
wastewater from the City of Van Alstyne to the City of Anna, and;
WHEREAS, it is in the best interest of both cities to enter into a contract for the wholesale
treatment of wastewater, which defines the responsibilities and costs for such treatment,
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 Wholesale Wastewater Contract.
The City Council of the City of Anna, Texas, authorizes the City Manager to execute the
attached Wholesale Wastewater Contract, subject to approval as to legal form by the City
Attorney.
PASSED AND APPROVED by the City Council of the City of Anna, Texas on this ___
day of December 2024.
ATTEST: APPROVED:
__________________________ __________________________
City Secretary, Carrie Land Mayor, Pete Cain
Exhibit A
(following Page)
1
WHOLESALE WASTEWATER CONTRACT BETWEEN THE CITY OF ANNA
AND THE CITY OF VAN ALSTYNE
This Wholesale Wastewater Contract Between the City of Anna and the City of Van
Alstyne (this “Contract”) is made and entered into on this, the ______ day of
________________, 2024, (the “Effective Date”) by and between the City of Anna, Texas,
a Texas home-rule municipality and political subdivision of the State of Texas ("Anna" or
“City”), and the City of Van Alstyne, Texas, a Texas home-rule municipality and political
subdivision of the State of Texas ("Customer").
RECITALS
The following recitals are: (1) true and correct; (2) incorporated as part of this
Contract for all purposes; (3) evidence the intent of the Parties in entering into this
Contract; and (4) to be used in interpreting this Contract.
WHEREAS, the Parties are governmental entities authorized to enter into this agreement
under Chapter 791 of the Texas Government Code and other applicable law including
without limitation Chapter 51 of the Texas Local Government Code; and
WHEREAS, the Customer is a retail wastewater provider that serves retail customers in
its service area; and
WHEREAS, the Customer is a municipality located in Grayson County and Collin
County, Texas with nearby rapid growth including sharply increasing demand for retail
wastewater service to serve upcoming residential, commercial, industrial, and institutional
development; and
WHEREAS, in order to provide Wastewater treatment to serve its retail customers,
Customer needs a source of wholesale Wastewater treatment capacity; and
WHEREAS, subject to securing a TCEQ Texas Pollutant Discharge Elimination Permit,
and once the construction of the Anna System is completed, Anna shall have the capability
to provide wholesale Wastewater treatment capacity adequate to serve the area within
Customer’s service area.
NOW, THEREFORE, Anna and Customer, in consideration of the terms, covenants and
conditions herein contained, hereby agree as follows.
2
AGREEMENT
Article 1. Definitions
When used in this Contract, the following terms, when capitalized, shall be defined as
follows.
1.01 “Act” or "the Act" - the Federal Water Pollution Control Act, also known as the
Clean Water Act ("CWA"), as amended (33 U.S.C. 1251, et seq.).
1.02 “Anna System,” “Anna’s System,” or “System” - Anna's Wastewater Treatement
Plant as said plant may be expanded or connected to other systems over time, which is a
“Publicly Owned Treatment Works” under Section 307 of the Act. For purposes of this
Contract, the Anna System includes all Wastewater treatment plants of Anna as a unified
system.
1.03 “Approved Connection Point(s)” - the point(s) of entry identified in Exhibit “B”
through which Customer is authorized to discharge Wastewater into the Anna System.
1.04 “Basin Map” - the map attached hereto as Exhibit “B”, identifying the service area
under this Contract and the Approved Connection Points.
1.05 “Biochemical Oxygen Demand (BOD)” - the quantity of oxygen utilized in the
biochemical oxidation of organic matter under standard laboratory procedure, five (5) days
at 20 degrees centigrade expressed in terms of mass and concentration [milligrams per liter
(mg/1)].
1.06 “Calibration” - verification of primary measuring device and secondary
instrumentation accuracy utilizing then-current standard primary device calibration
procedures and signals recognized as acceptable within the industry or a separate flow
measurement instrument.
1.07 “Customer Annual Amount of Flow” – an annual average amount of Flow not to
exceed the volumes specific in Exhibit D, listed in gallons per day based on 30-day average.
250,000 gallons per day based on 30-day average at the time that Anna’s System is a
package plant; 1,000,000 gallons per day when Anna’s System transitions from the
package plant to a 2MGD dedicated wastewater facility; 2,000,000 gallons per day when
Anna’s System is upgraded to a 4MGD facility; 4,000,000 gallons per day when Anna’s
system is upgraded to an 8MGD facility; 8,000,000 gallons per day when Anna’s System
has been fully built out.
1.08 “Customer’s Service Area” – the approximately ____ acres of land serviced by the
City of Van Alstyne, Texas for wastewater as of the Effective Date. The Parties recognize
3
that “Customer’s Service Area” may expand beyond the area service as of the Effective
Date, and that this area may be defined via a writing and map provided by the Customer to
Anna on an annual basis.
1.09 “Customer System” or “Customer’s System” - the Customer’s facilities used for
collection or transportation of Wastewater to an Approved Connection Point(s), including
without limitation the Delivery Facilities.
1.10 “Delivery Facilities” or “Delivery Facility” - all facilities necessary for the
transmission of Wastewater to the Anna System that are on the Customer's side of the
Approved Connection Point(s).
1.11 “Director” - the designee appointed or authorized by the Anna City Manager to act
on Anna’s behalf.
1.12 “Flow” – the collective total of all Wastewater, Industrial Waste, Inflow,
Infiltration, Liquid Waste, Suspended Solids, and any other matter transmitted from
Customer’s System through all Approved Connection Point(s), collectively.
1.13 “Industrial User” - a source of non-standard discharge.
1.14 “Industrial Waste” – non-domestic sewage that may include water-borne solids,
liquids or gaseous substances resulting from industrial, manufacturing or food processing
operations, or from the development of a natural resource, or any mixture of these with
water or domestic sewage.
1.15 “Infiltration” - water that has migrated from the ground into the Wastewater system.
1.16 “Inflow” - water other than sewage that enters a Wastewater system (including
sewer service connections) from sources such as, but not limited to, roof leaders, cellar
drains, yard drains, area drains, drains from springs and swampy areas, manhole covers,
cross connections between storm sewers and sanitary catch basins, cooling towers, storm
waters, surface runoff, street wash waters or drainage. Inflow does not include, and is
distinguished from, Infiltration.
1.17 “Liquid Waste” - the water-borne solids, liquids, and gaseous substances typically
stored temporarily in a container and derived from sources including, but not limited to,
grease traps, septic tanks, chemical toilet waste, and sand trap waste.
1.18 “Metering and Sampling Facility” or “Metering and Sampling Facilities” - the
meter, meter vault, and all metering and telemetry equipment needed to measure or sample
the Flow from the Customer’s System at the Approved Connection Point(s) or other such
locations as the Parties mutually agree upon in writing.
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1.19 “Party” or “Parties” - Anna and Customer may also be referred to in the singular as
“Party” and in the plural as “Parties.”
1.20 “Pretreatment” - the reduction of the amount of pollutants, the elimination of
pollutants, or the alteration of the nature of pollutant properties in Wastewater prior to or
in lieu of introducing those pollutants into a Publicly Owned Treatment Works generally,
but not exclusively, relating to Non-Standard Discharges and Prohibited Discharges. The
reduction or alteration of pollutants or the nature of pollutants may be obtained – if not by
elimination - by physical, chemical or biological processes, by process changes, or by other
means, except by diluting the concentration of the pollutants (unless expressly allowed by
an applicable Pretreatment Requirement).
1.21 “Pretreatment Requirement” - a substantive or procedural requirement related to
Pretreatment imposed on an Industrial User, other than a Pretreatment Standard.
1.22 “Prohibited Discharge” – any discharge prohibited by 40 C.F.R. 403.5.
1.23 “Publicly Owned Treatment Works” (“POTW”) – a treatment works as defined by
Section 212 of the Act (33 U.S.C. 1292) owned or operated by a governmental entity
including Customer’s System and Anna’s System.
1.24 “Significant Industrial User” - any of the following:
a. An Industrial User subject to categorical Pretreatment Standards; and
b. Any other user that:
(i) Discharges an average of 25,000 gpd or more of process wastewater;
(ii) Contributes a process waste stream which makes up five percent (5%)
or more of the hydraulic or organic loading of the treatment plant; or
(iii) Is designated as significant by Anna on the basis that the user has a
reasonable potential for adversely affecting the operation of a Publicly Owned Treatment
Works or for violating any Pretreatment Standard or requirement.
1.25 “Non-Standard Discharge” - Wastewater that is being discharged that fails to meet
the quality parameters outlined in Sections 7.3-7.5.
1.26 “Standard Methods” - those testing or analysis procedures as prescribed in the then
current edition of "Standard Methods for Examination of Water and Wastewater,"
published by the American Public Health Association or the U.S. Environmental Protection
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Agency Manual of Methodologies for the Examination of Water and Wastewaters, or as
will otherwise comply with procedures specified in state and federal discharge permits held
by Anna.
1.27 “Strength” - the concentration of dissolved and suspended matter in Wastewater, as
indicated by Biochemical Oxygen Demand or suspended solids.
1.28 “Suspended Solids” – the total suspended matter that floats on the surface of, or is
suspended in, water, Wastewater, or other liquid, and which is removable by laboratory
filtering.
1.29 “System Cost” - operating expenses and capital-related costs incurred by Anna
pursuant to the provision of Wastewater collection and treatment service to the wholesale
class of sewer customers including, without limitation, all costs identified whether
specifically or by implication as System Costs under this Contract. Such costs are to be
collected by Anna as a component of the annual cost of providing wholesale Wastewater
service.
1.30 “TCEQ” – the Texas Commission on Environmental Quality or its successor
agency(ies).
1.31 “Wastewater” – water containing other liquid and water-carried wastes and sewage
whether treated or untreated, which are contributed to a Publicly Owned Treatment Works.
1.32 “Wastewater Treatment Plant” – the collection and treatment system that is the
subject of TCEQ proposed Texas Pollutant Discharge Elimination System Permit No.
WQ0016043001 (EPA I.D. No. TX0141721) located (or to be constructed and located)
approximately 1.56 miles west of the intersection of the Collin County Outer Loop and
U.S. 75, in Collin County, Texas 75409.
Article 2. Construction and Connection to the Anna System
2.01 As of the Effective Date Anna has a Texas Pollutant Discharge Elimination System
Permit from TCEQ (the “Discharge Permit”), known as permit #WQ0016043001, to utilize
the Wastewater Treatment Plant to discharge treated wastewater at a volume not to exceed
an annual average flow of 16,000,000 gallons per day. Anna commenced construction of
the Wastewater Treatment Plant on or about September 18, 2023. Anna shall complete
construction of the package plant on or before May 1, 2025. Anna shall complete
construction of the 2MGD phase of the plant on or about January 1, 2027.
2.02 Notwithstanding any provision of this Contract, if Anna fails to timely commence
construction of the Wastewater Treatment Plant, then Customer may proceed to terminate
this Contract in accordance with the procedures and requirements of Article 16.
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Notwithstanding any provision of this Contract, if Anna fails to timely complete
construction of the Wastewater Treatment Plant, then Customer may proceed to terminate
this Contract in accordance with the procedures an requirements of Article 16. The term
“commence construction” as used in this paragraph means to commence the work of
constructing any part of the Wastewater Treatment Plant or the site of said plant: (i) with
all approvals thereof required by Anna obtained as necessary; (ii) after a notice to proceed
has been issued to Anna’s contractor(s); and (iii) onsite construction of the site
development components (such as drainage, grading or utilities) is underway. The term
“complete construction” as used in this paragraph means to have constructed the
Wastewater Treatment Plant and all of its components to the extent necessary to allow for
the Customer Annual Amount of Flow from Customer’s System into the Approved
Connection Point(s).
2.03 Anna hereby grants to Customer, conditioned upon compliance with the terms and
conditions contained herein, permission to connect Customer’s System to the Anna System
for the term of this Contract and provided that Customer is not in material breach of any
provision of this Contract.
2.04 Anna agrees to accept all conforming and lawfully acceptable Wastewater delivered
by Customer in accordance with this Contract to all Approved Connection Point(s),
collectively, and at such additional points as the Parties may mutually agree upon, in
writing, at a later time. Customer agrees to deliver all of its Wastewater flows from the area
depicted in the Basin Map, attached as Exhibit “B”, to Anna unless otherwise approved in
writing by Anna.
2.05 The cost of all Delivery Facilities necessary to convey Wastewater to the designated
Approved Connection Points, whether shown on Exhibit “B” or mutually agreed upon at a
later date by the Parties, together with the cost of connection of the Customer System to
the Anna System, shall be borne solely by Customer, including the cost of acquisition of
any necessary rights-of-way and easements to and from such Delivery Facilities; provided,
however, Anna does hereby consent (subject to feasibility as determined by the Director)
to Customer installing any portion of Customer’s System in right-of-way or wastewater
system easements granted to Anna. Customer shall provide Anna with sixty days written
notice before installing any portion of the Customer System in a right-of-way or wastewater
system easement granted to Anna, and shall coordinate all work with the Director and all
appropriate Anna departments. In the event Anna requests Customer to increase the size of
any such Delivery Facility in order to serve areas outside of the Property, the difference in
the cost of the Delivery Facilities attributable to the size increase shall be at Anna’s
expense.
2.06 Unless mutually agreed to, in writing, by Anna and Customer, Customer shall be
responsible for the design, construction, and financing of Customer’s System and the
Delivery Facilities including the cost of and acquisition of any necessary rights-of-way and
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easements to and from such facilities. All designs, materials, and specifications shall, at a
minimum, conform to the City of Anna’s applicable requirements as well as applicable
state law and regulatory requirements in all respects. Plans and specifications for any
Delivery Facility connecting to the Anna System shall be submitted to the Director for
written approval in advance of construction of same, which approval shall not be
unreasonably withheld. Without limiting the foregoing, no construction of any portion of
Customer’s System that may be located on Anna’s property may begin until the Director
has approved the plans and specifications for the work. Customer agrees that Anna has the
right to make periodic inspections during the construction phase of the Delivery Facilities.
Final acceptance of each facility is subject to the inspection by and written approval of the
Director.
Article 3. Maintenance of Customer System
3.01 Customer agrees to maintain Customer’s System in good and working condition and
to make all necessary repairs in a timely manner. Anna shall not have any responsibility or
liability for the operation of the Customer’s System, it being Customer’s sole responsibility
to provide adequate facilities to deliver its Wastewater to the Anna System. Customer shall
also promptly comply with any permit requirements, environmental regulations, and any
other laws or regulations, whether state or federal, applying to Customer’s System.
Article 4. Metering and Sampling Facilities
4.01 Unless otherwise agreed to in writing, Anna shall have the option to construct
Customer Metering and Sampling Facilities not in existence as of the Effective Date. Upon
exercising this option, Anna shall inform Customer, and Customer shall acquire a site
reasonably acceptable to Anna. All reasonable construction costs incurred by Anna,
including, but not limited to, site preparation, design and engineering, construction, and
equipment for such facilities, together with the costs of necessary easements and rights of
way, shall be fully reimbursed to Anna by Customer. Any reasonable costs incurred by
Anna associated with any necessary modifications of a Metering and Sampling Facility to
accommodate a complete initial installation satisfactory to Anna shall also be fully
reimbursed to Anna by Customer.
4.02 On the Effective Date, or, if the Metering and Sampling Facilities have not been
constructed as of the Effective Date, on such later date as the construction and installation
of the Metering and Sampling Facilities are complete, Customer shall transfer ownership
of all Customer Metering and Sampling Facilities to Anna at no cost.
4.03 If additional Approved Connection Points are agreed to be added to deliver
Customer’s Wastewater to the Anna System and Anna declines to exercise its option to
construct additional Metering and Sampling Facilities for same, Customer shall construct
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Metering and Sampling Facilities for each such Approved Connection Point at Customer’s
sole cost.
4.04 The Metering and Sampling Facilities shall be designed and engineered in a manner
satisfactory to Anna. Customer shall transfer ownership of such newly constructed
facilities at no cost to Anna.
4.05 Customer shall provide Anna with all necessary access easements and rights of way
in a form satisfactory to Anna. Customer shall provide Anna a perpetual route of ingress
and egress to Metering and Sampling Facilities, which shall be accessible by Anna at all
times without notice.
4.06 Anna shall have the right to inspect and approve the Metering and Sampling
Facilities prior to accepting the transfer. Anna’s approval and acceptance of the Metering
and Sampling Facilities shall not be unreasonably withheld. In the event Anna rejects the
transfer, it shall provide Customer a written notice of the deficiency Customer must correct
before proceeding with the transfer of the Metering and Sampling Facility in question.
4.07 Upon accepting the transfer of a Metering and Sampling Facility, Anna shall have
the sole authority and exclusive right and license to enter, use, operate, and maintain the
Metering and Sampling Facilities. Anna shall thenceforth be solely responsible for the
operational and maintenance responsibilities associated with said facilities. Anna also shall
have the discretion to construct improvements, expansions, and replacements to the
Metering and Sampling Facilities as a System Cost and at the timing of Anna's needs,
provided, however, that Anna shall permit Customer to review proposed construction,
expansion, and replacement plans. Customer will grant and provide to Anna such permits
or easements as are necessary for the continuous operation and maintenance of all Metering
and Sampling Facilities. All such costs incurred by Anna for the operation, maintenance,
construction, expansion or replacement of Customer Metering and Sampling Facilities
shall be considered System Costs.
4.08 Expenses incurred by Anna for the operation and maintenance of Customer
Metering and Sampling Facilities are System Costs and shall include, without limitation,
the following:
a. Cost of electricity at the facilities;
b. Cost of the installation and maintenance of the telemetry service at the
facilities and to the control center and all costs of maintaining connectivity,
including access or lease charges;
c. Cost of calibration and field measured velocity profiles;
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d. Cost of parts, materials and supplies required for repairs, calibrations, and
upgrading of the facilities;
e. Labor cost plus fringe benefits and indirect costs for repairs, calibrations, and
upgrading of the facilities;
f. Maintenance costs of ingress and egress and meter facility site;
g. Administrative costs, including record and book keeping, overhead, and rate
setting costs; and
h. Any additional monitoring to ensure compliance with state and federal
regulations governing Wastewater treatment.
4.09 Replacement of facilities described in this Article 4 or equipment therein occasioned
as a result of obsolescence due to age, excessive maintenance, growth or other reasons as
determined by the Director shall be a System Cost. Any replacement facility or equipment
therein shall comply with Anna’s standards and specifications.
4.10 Anna shall have the sole right to secure the Metering and Sampling Facilities in
order to prevent tampering or other interference with the facility. Anna shall have the sole
right and responsibility to control access to the facilities.
4.11 Customer may request permission, in writing, to inspect a particular Metering and
Sampling Facility once per month. Anna shall, upon receiving a written request from
Customer, coordinate with Customer to set an appointment during normal business hours
and within three (3) business days after receiving the written notice. At the appointed date
and time, Anna will accompany and allow Customer to enter and inspect the Metering and
Sampling Facilities.
4.12 Customer may request that Anna test the accuracy of each meter once per quarter;
otherwise, Anna shall test each meter at least once per year. Any reading, Calibration or
adjustment to such metering equipment shall be done by employees or agents of Anna.
Anna shall notify Customer at least seventy-two (72) hours in advance of the date and time
for any testing, reading, calibration or adjustment, and Customer may have personnel
present to observe, if so desired, by sending Anna written notice of its intention to do so.
Anna shall, upon receiving a written notice from Customer, coordinate with Customer to
set an appointment during normal business hours and within ten (10) business days after
receiving the written notice. At the appointed time, Anna will allow Customer’s personnel
to enter and observe Anna’s employees or agents conduct the appropriate tests to measure
the accuracy of the meter. Anna shall have the right to conduct its own tests or Calibration
without notice and at any time it deems appropriate.
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4.13 Customer must present any complaint or request for adjustment based on meter
accuracy in writing to Anna no later than the latter of: (1) thirty (30) days after the test was
completed, or (2) fifteen (15) days after the billing is received by the Customer or any such
complaint or request is waived. If Customer fails to test or request a test of a meter during
a given quarter, Customer waives any complaints, disputes, or claims regarding meter
accuracy for that quarter and all preceding quarters.
Article 5. Rights-of-Way
5.01 Customer shall grant, without charge to Anna, such easements, rights-of-way or
other necessary property rights along public streets, alleys or other property owned by
Customer, to the extent lawful and as reasonably necessary, to construct or maintain
facilities to provide Wastewater collection. Whenever it is deemed necessary by Anna to
remove, alter, change, adapt or conform any portion of Customer’s System located on
property owned by Anna, such alterations shall be made by Customer at Customer’s
expense within thirty (30) days from the issuance of written notice to Customer to make
the alterations unless a different schedule has been approved by Anna in writing. All work
done by or on behalf of a Party under this paragraph will be performed in accordance with
specifications equal to those applying to work of a similar nature performed by such Party,
but neither Party will be required to restore the other’s property to a condition exceeding
its original condition, unless otherwise mutually agreed upon in writing. Anna and
Customer agree to coordinate the location of the mains and facilities in the other’s
easements and rights-of-way in order to prevent conflicts insofar as reasonably practicable.
Article 6. Metering and Sampling
6.01 All Flow discharged into the Anna System by Customer shall be metered.
Regardless of any change in the area covered by any CCN held by Customer, the area
covered by Customer’s Service Area shall not increase unless by mutual written agreement
signed by Anna and Customer.
6.02 Anna shall enter all readings of meters into data collection systems that Anna shall
maintain. Customer shall have access to such records during reasonable business hours and
shall be furnished with monthly totalizer readings for each Approved Connection Point
Metering and Sampling Facility.
6.03 Anna shall calibrate and service the meters no less than once during each twelve
(12) month period. Copies of the results of such Calibration and all related information will
be provided to Customer on request.
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6.04 Subject to the provisions of Section 4.13, after a calibration is completed, if it is
determined that a meter is under-metering or over-metering Flow by more than 5%, the
registration of the Flow as determined by the meter shall be corrected for a period extending
back to the time such inaccuracy began, if such time is ascertainable; or, if such time is not
ascertainable, then for a period extending back one-half of the time elapsed since the date
of the last Calibration. Notwithstanding the foregoing or any other provision of this
Contract, any correction made under this paragraph shall in no event extend further back
than a period of twelve months.
6.05 If any meter used to determine volume from Customer is out of service or out of
repair or otherwise incapable of providing any information that would allow the Parties to
ascertain or compute the amount of Flow, the Flow delivered through the period such meter
is out of service, out of repair or otherwise incapable of providing Flow information shall
be: for the first ten (10) years of the Term of this Agreement, the average Flow of the last
twelve (12) months plus three percent (3%), divided by three-hundred and sixty-five, and
the result multiplied by the number of days the meter is out of service or out of repair, and
thereafter, the average Flow of the last twelve (12) months, divided by three-hundred and
sixty-five, and the result mulipliced by the number of days the meter is out of service or
out of repair.
6.07 Anna shall periodically determine the quality of the Wastewater at the Metering and
Sampling Facilities or other agreed upon sampling points for the purposes of billing for the
Strength of the Wastewater. The sampling and testing shall occur on a random basis once
per month. To determine the quality of the Wastewater, Anna shall collect twenty-four (24)
hour time-weighted or flow-weighted composites for a period of not less than one twenty-
four (24) hour period per month for a total of twelve (12) sampling periods per year. If, at
the request of Customer or as directed by the Director, more extensive monitoring is
desired, such additional monitoring shall be paid for by the Party making the request and
shall be done as provided in this section. If Customer requests such additional monitoring,
Anna shall invoice Customer for the costs of collecting and testing the additional samples.
Customer shall pay for the additional sampling, including additional monitoring, collecting
and testing samples, within ten days after receipt of the invoice. Anna shall analyze the
samples collected in accordance with Standard Methods and will provide analysis reports
to the Customer, if requested.
6.08 If in the opinion of the Director, further monitoring of the Wastewater is desirable
to ensure ongoing compliance with state and federal regulations, the Director may order
that additional monitoring be performed with or without prior notice to Customer.
Compliance monitoring is in addition to the periodic sampling set forth in Section 6.07.
All information obtained as a result of such compliance monitoring shall be provided to
the Customer upon request. Anna will provide notice of such compliance monitoring to
Customer within a reasonable time after obtaining the results of testing.
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6.09 All costs incurred by Anna under this Article are System Costs.
Article 7. Rates, Charges, and Surcharges
7.01 Wholesale Wastewater rates established hereunder will be determined based upon
cost-of-service analysis to be performed by or on behalf of Anna no less than one time per
year using the methodologies and principals generally accepted within the industry and
detailed further herein, as applicable, and which are generally being utilized by the City to
set the rate for wholesale wastewater service to municipal customers located outside the
corporate limits of the City. The cost-of-service analysis report or results shall be shared
with Customer no later than ten (10) business days after City’s receipt. The rates will also
be based upon then-current flows and proportionate shares of processing capacity for the
Anna System users. The cost of such analysis is a System Cost.
7.02 The Parties agree that the methodologies and principals used to conduct a cost-of-
service analysis shall be those generally accepted within the industry as promulgated by
the Water Environment Federation within the WEF Manual of Practice No. 27, Financing
and Charges for Wastewater Systems, as revised, and which are generally being utilized
by the City to set the rate for wholesale wastewater service to municipal customers located
outside the corporate limits of the City. Notwithstanding the forgoing, the Parties agree the
following methodologies and principals will apply until agreed otherwise in writing:
a. The cost of service for the service class shall include allocated reasonable
and necessary operation and maintenance expenses based on the then-
adopted and approved budget for the Anna System, budgeted debt service
including principal and interest payments, capital outlay and budgeted funds
necessary to comply with Anna’s established financial policies such as, but
not limited to, operating cash reserves, externally required or internally
adopted debt coverage requirements, repair and replacement reserves, and
any other reserve requirements that may be necessary to maintain the
financial stability of the Anna System.
b. The initial rate for this Agreement shall be $6.65 for Fiscal Year 2024-2025.
The initial rate is per 1,000 gallons. Rate increases shall have an annual
effective date of October 1st of each year. Anna shall provide Customer with
written notice, no later thanJuly 1st of each year, of any proposed rate increase
in order to allow Customer sufficient time for budgeting purposes. A failure
to provide such written notice shall postpone the effective date of the rate
increase to October of the following year. Any challenge to a rate established
by the Anna City Council must be brought within ninety days of its adoption.
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7.03 If Customer fails to flow wastewater by the agreed date of June 1, 2027, Anna shall
bill the Customer for 0.15MGD of flow at the agreed rate in section 7.02. If Anna fails to
timely complete construction of the Wastewater Treatment Plant, or the wastewater
pipelines (and associated infrastructure) from the agreed-up Connection Points to the
Wastewater Treatment Plant, then the Customer will not be billed until the Customer is
able to flow wastewater into the Anna System.
7.04 Any challenge to a rate, surcharge or fee established by the Anna City Council must
be brought within ninety (90) days following Customer’s receipt of notice of its adoption
by submitting a written objection in accordance with the applicable provisions of Article
24 of this Contract or such challenge is waived.
7.05 Customer agrees that the Anna City Council has the right to revise, by ordinance,
the allowable discharge strengths, consistent with applicable state and federal laws and
regulations and applicable permit requirements (provided that the strength allowed shall be
no less than the strength generated from a typical single family residence). City will
provide Customer at least thirty (30) days written notice prior to the effective date of any
change in the allowable discharge strengths At the effective date of this Contract, the
allowable discharge Strength is 250 mg/l for BOD and 250 mg/l for TSS.
7.06 Customer shall pay a surcharge to Anna for concentrations of BOD exceeding 250
mg/l and TSS exceeding 250 mg/l at the rate of 115% based on a 30 day average. The
surcharge will be calculated each month. It will be based on the rate of Non-Standard
Discharge for that month. The surcharge will be assessed the entire month for each portion
of the month that discharges from Customer exceed applicable limits, whether classified
as Non-Standard Discharges or otherwise.
7.07 Bills for Wastewater service are submitted to Customer on a monthly basis.
Amounts billed are due and payable not more than thirty (30) days after the billing date.
Bills will show current charges, as well as past-due charges, if any. Current charges
includes the amount due for service provided since the prior billing period. Past-due
charges is the total amount unpaid from all prior billings as of the current billing date.
Payments received by Anna shall first be applied to the past-due charges, if any, and
thereafter to the current charges. Any challenge to a billing must be submitted, in writing,
to Anna within thirty (30) days of the billing date, or any objection to the billing is waived.
7.08 If Customer disputes a bill, it shall nevertheless continue to promptly make the
disputed payment or payments. Dispute of a bill is not grounds for non-payment.
Notwithstanding the provisions of Chapter 2251 of the Texas Government Code, in the
event a payment is not paid as specified in this Contract, a finance charge of the lower of
10%, per annum, or the maximum rate allowed by law, per annum, will be calculated from
the date that the payment was required to be made. In the event the amount finally
14
determined to be due is less than the full amount of the disputed bill, then the amount found
to be in excess of the amount due will be credited to the Customer's account together with
any interest on the credited amount of the disputed bill.
7.09 The Parties agree that this Contract is a contract for goods or services under the
provisions of Subchapter I, Chapter 271, Tex. Local Gov’t. Code and that services obtained
pursuant to this Contract are essential and necessary to the operation of Customer's
waterworks and Wastewater facilities. The Parties agree that all payments made by
Customer under this Contract constitute reasonable and necessary operating expenses of
Customer's waterworks and Wastewater systems. The Parties waive any immunity from
suit or liability relating to this Contract.
7.10 Customer agrees, throughout the term of this Contract, to continuously operate and
maintain its waterworks system, and to fix and collect such rates and charges for
Wastewater service as will produce revenues in an amount equal to at least (i) all of its
operation and maintenance expenses of such system, including specifically its payments
under this Contract; and (ii) all other amounts as required by law and the provisions of the
its revenue bonds or other debt obligations now or hereafter outstanding, including the
amounts required to pay all principal of and interest on such bonds and other obligations.
7.11 The Parties agree that the rates established in accordance with this Contract are
reasonable and in the public interest, and that any change in the rates under this Contract
are necessary (1) to avoid impairing the ability of Anna to continue providing Wastewater
service, (2) to avoid casting an excessive burden on other customers or users of the Anna
System, and (3) to avoid being unduly discriminatory to or among customer classes.
Customer acknowledges that it has entered into this Contract willingly after determining--
after considering alternative sources and methods of providing for its Wastewater needs--
that entering into this Contract is in the best interests of Customer and its constituent users.
7.12 Customer represents and covenants that all payments made by it under this Contract
shall constitute reasonable and necessary operating expense of its Customer System and
that all such payments will be made from its current revenues. Customer represents and
has determined that the Wastewater service to be obtained from the Anna System is
absolutely necessary and essential to the present and future operation of its Wastewater
system. Accordingly, all payments required by this Contract to be made by Customer shall
constitute reasonable and necessary operating expense of its respective system as described
herein.
7.13 Upon the occurrence of Customer’s first failure to pay any amount billed for service
under this Contract, which amount remains unpaid for more than sixty (60) days after its
due date, Customer agrees to establish a security fund to be held in trust by Anna in the
amount of three (3) month’s average billings, from which Anna may withdraw funds to
secure payment of the billing. Customer shall thereafter immediately replenish and restore
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the account to the required amount and maintain the full balance required in the fund for a
term to be set by City, but not exceeding twenty-four (24) months from the date of the late
payment, notwithstanding Anna’s withdrawals to satisfy billings remaining unpaid for
more than sixty (60) days after the due date.
7.13.1 In the event that the security fund is not established, at the expiration of sixty (60)
days after such amounts are due, Customer shall be in default under this Contract, and
Anna may invoke the remedies specified herein or otherwise available by law.
7.14 The security fund described in Section 7.14 shall be deposited with the Anna City
Manager in cash, in the form of an unconditional, irrevocable standby letter of credit, a
performance/surety bond, or other instrument or security in a form acceptable to the Anna
City Attorney. The letter of credit, bond, or other instrument shall in no event require the
consent of Customer prior to the collection by Anna of any amounts covered by the letter
of credit, bond, or other instrument.
7.15 Customer acknowledges that it will accrue no equity or any other interest in the
Anna System or any other assets of Anna as a result of payment or other performance
pursuant to this Contract.
7.16 Except as specifically provided herein, no other fees shall be due and payable by
Customer to Anna for wastewater service. In particular, neither Customer nor any retail
customer located within the Property (as described in Exhibit “A”) shall be required to pay
to Anna any “impact” or “capital recovery fee” related to wastewater conveyance or
treatment capacity or service.
Article 8. Industrial Connection and Monitoring
8.01 Customer agrees that it will, at the time of execution and throughout the term of this
Contract, identify and locate all possible Significant Industrial Users and report them to
Anna. Any compilation, index or inventory of Significant Industrial Users shall be made
available to Anna, United States Environmental Protection Agency, TCEQ, or their
respective successor agencies upon request.
8.02 Customer agrees that it will not permit any Significant Industrial User within its
jurisdiction to connect directly or indirectly either to Customer’s System or to the Anna
System without at least thirty days’ prior written notification to the Director of such intent
to connect. Such notification shall provide the Director with information pertaining to
volume and composition of Flow from the Significant Industrial User, and further
information as may be requested by the Director.
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8.03 Customer agrees to conduct all monitoring, sampling, and inspection of Customer’s
System and Significant Industrial Users as necessary to ensure that Industrial Waste
introduced into Customer’s System meets the quality standards set out in Article 9 of this
Contract. Upon request to Customer, a representative of Anna will be permitted to observe
Customer's collection of samples from Significant Industrial Users. Customer agrees to
furnish Anna separate duplicate samples for independent testing and shall provide the
Director the sample analysis results and pretreatment records within fifteen days of receipt
of laboratory reports from a Significant Industrial User.
8.04 Customer agrees that Anna shall have the right to sample Wastewater at all
Approved Connection Points and such other locations as agreed to by Customer as may be
necessary to determine the volume and quality of Wastewater entering the Anna System.
Such sampling shall not be a System Cost and all costs will be borne soley by Anna. Anna
shall have sole authority to determine whether sampling at a location other than an
Approved Connection Point is necessary. Customer agrees to disconnect from its system
any of its users found to be in violation of allowable discharges or who refuses access to
facilities for the purpose of sampling Wastewater being discharged into the Customer
System or who is otherwise suspected of making a Prohibited Discharge or other
unauthorized or illegal discharge; provided, however, that the disconnected user shall be
afforded the same rights, privileges of appeal, and deficiency cure periods as are Significant
Industrial Users operating within Anna's jurisdiction.
8.05 Following notice to Customer by Anna, and agreement by Customer, Customer
grants to Anna the right to enter Customer's jurisdiction if Anna determines that
questionable discharges or Prohibited Discharges are entering the Anna System from the
Customer System. Customer agrees to assist Anna in locating and eliminating any
Prohibited Discharge or otherwise illegal discharge.
Article 9. Wastewater Quality
9.01 As a condition of receiving and continuing to receive Wastewater treatment services
under this Contract, Customer agrees that, prior to connecting to any Approved Connection
Point, it shall enact and enforce such ordinances, rules, orders or other lawful means of
enabling Customer to enforce within its jurisdiction regulations governing Industrial Waste
which are at least as stringent as the Wastewater-related provisions of Chapter 12 of the
Anna Code and any amendments thereto, and any applicable state or federal regulations
relating to discharged substances; (2) Prohibited Discharge; (3) Pretreatment
Requirements; (4) industrial discharge permitting systems; and (5) industrial self-
monitoring reports. The operation of Customer’s System shall in all respects comply with
federal and state laws applicable generally to Publicly Owned Treatment Works and with
all terms and conditions contained in any permit issued by a federal or state authority
regarding Customer’s System.
17
9.02 Customer has reviewed Article 12.04 (Sewers) and Article 12.06 (Industrial
Wastes) of the Anna Code, and City has reviewed the corresponding provisions in
Customer’s Code of Ordinances, and the parties agree that the respective provisions are
substantially similar and will serve to protect the integrity of the System and Customer’s
discharge into the System. Should either party contemplate amendment of the Sewer or
Industrial Waste provisions in their respective Code of Ordinances, it will endeavor to
provide the other party with a copy of any proposed amendments to those provisions at
least sixty (60) days prior to the presentation of such amendments to the repective City
Council, if reasonably possible, during which time the corresponding party shall have an
opportunity to review such amendments and provide written comments to the enacting
party. At all times, Customer shall adopt appropriate ordinances, rules, orders or other
lawful means of enabling Customer to enforce within its jurisdiction standards substantially
similar to Anna Code Article 12.04 and Article 12.06.
9.03 Customer agrees that the quality of the Wastewater discharged into the Customer
System shall be equal to or better than the quality standards established by the Anna
CityCode of Ordinances, including amendments thereto, or any applicable state or federal
law or regulation or permit requirements applicable now or in the future to Anna’s System,
whichever quality standards are more stringent. Customer shall indemnify, defend and
hold Anna harmless to the extent Customer’s failure to ensure the quality of
Wastewater discharged into Customer’s System falls below these quality standards
or otherwise causes the Anna System to be in noncompliance with any federal, state
or local statutes, rules, regulations or permit requirements. If Customer’s System
causes the Anna System to be in noncompliance, Customer further agrees to assume
responsibility for any repairs, remediation, or other actions necessary to bring the Anna
System back into compliance. Customer agrees that, prior to connecting to the any
Approved Connection Point, Customer shall secure a general liability insurance policy
acceptable to and approved, in writing, by Anna. This insurance policy must be in the
amount of at least $5 million and shall cover any costs necessary to bring Anna back into
compliance, including payment of any fines, penalties, surcharges or other fees imposed
by any state or federal regulatory agency, statute, law, or regulation, should Customer fail
to maintain the requisite Wastewater quality standards.
9.04 Customer shall require all Significant Industrial Users within its jurisdiction that
ultimately discharge into the Anna System to apply for and obtain a permit from Customer
allowing such discharge. Such permit shall require Significant Industrial Users, at a
minimum, to abate and not discharge into any infrastructure connected to the Anna System
in violation of the Customer’s wastewater ordinance and related standards as a condition
to discharging Wastewater into the Customer System. The permit application shall contain,
as a minimum, the following:
a. Name and physical address of the Significant Industrial User;
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b. A description of activities, facilities, and plant processes on the premises of
the Significant Industrial User, including a list of all raw materials and chemicals
used or stored at the facility which are, or could accidentally or intentionally be,
discharged to the POTW;
c. The number and type of employees, hours of operation, hours of discharge
and proposed or actual hours of operation of the Significant Industrial User;
d. Each product produced by type, amount, process or processes, and rate of
production;
e. A map of the property showing accurately all sewers and drains;
f. The site plans, floor plans, mechanical and plumbing plans, and details to
show all sewers, floor drainages, and appurtenances by size, location, and elevation,
and all points of discharge;
g. Time and duration of all the discharges;
h. Any other information as may be deemed necessary by the Director to
evaluate the Wastewater discharge permit application; and,
i. Plans and specifications sealed by a registered professional engineer
detailing all pretreatment facilities and processes including without limitation any
grease, oil, or sand interceptors and control manholes.
Customer shall provide Anna a copy of these applications promptly upon receipt of same
but in no event later than ten (10) business days after receipt. Anna may request Customer
to deny the application if it determines that the Significant Industrial User is likely to
violate any provision of Anna Code Article 12.06.
Article 10. Infiltration and Inflow
10.01 Customer agrees that it has an obligation to prevent Infiltration and Inflow into
Customer’s System, and to prevent same from entering the Anna System. Customer further
agrees that all connections within its jurisdiction which ultimately enter into the Anna
System will be constructed in accordance with specifications and standards at least equal
to those of the most-recently adopted North Central Texas Council of Governments Public
Works Construction Standards North Central Texas technical specifications and
construction standards. Customer covenants and agrees to maintain strict supervision and
maintenance of its System to prevent connections through which surface drainage can enter
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Customer’s System, in order to prevent such drainage from ultimately being deposited into
the Anna System. Customer shall not make, nor shall it permit to be made, any connection
which will contribute storm water run-off from rainwater spouts, rainwater areas, streets,
gutter drains or other Inflow, Infiltration or other non-Wastewater source of Flow into
Customer’s System.
10.02 Customer agrees that no discount, deduction, allowance or offset shall be provided
for any Inflow or Infiltration into Customer’s System, regardless of the source or cause of
such Inflow or Infiltration. Customer stipulates that the provisions of this Article may not
be waived for any cause, including but not limited to (a) the actions of any third Party that
cause or contribute to Inflow or Infiltration; (b) any unusual weather patterns, including
any significant changes in rainfall or temperatures; (c) any Acts of God, or (d) any force
majeure of any nature whatsoever that causes, contributes to, or otherwise allows
Infiltration or Inflow into the Customer’s System.
10.03 Customer agrees that, for the purposes of metering, calculating and billing, all Flow,
of whatever kind and from whatever source, including any Infiltration, Inflow, Liquid
Waste, and Industrial Wastes, with or without any Suspended Solids, entering the Anna
System from Customer’s System shall be treated as Wastewater for which a charge will be
made to Customer. Customer agrees that all billing calculations will be based on the total
Flow without regard to whether the Flow consists wholly of Wastewater, or contains
Inflow, Infiltration, Liquid Waste, or Industrial Waste, with or without any Suspended
Solids.
Article 11. Waste haulers
11.01 Customer shall not introduce nor cause, suffer or permit to be introduced, and shall
prohibit the introduction of, Liquid Waste into the Customer System by liquid waste
haulers, either directly or indirectly.
Article 12. Reports and Records
12.01 Customer shall provide to Anna the following data on a quarterly basis:
a. The actual number of Customer’s accounts discharging directly or indirectly
into the Anna System or Customer System within its service area;
b. A classification of domestic and nondomestic accounts within Customer’s
service area by number and percentage of accounts discharging directly or indirectly
into the Customer System; and
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c. Additional data which may assist Anna in developing methodology for cost-
of-service studies, planning studies for analyzing federal grants, and system access
fees; provided, however, that Anna shall not request data that will require Customer
to incur unreasonable expenses in providing such data or the production of
confidential information.
Article 13. Notices
13.01 Any notice, communication, request, reply or advice herein provided or permitted
to be given, made or accepted by either Party to the other Party must be in writing and
mailed certified U.S. mail, return receipt requested to:
City of Anna: City of Anna
Attn: City Manager
120 W. 7th Street
Anna, Texas 75409
With a copy to: Wolfe, Tidwell & McCoy, LLP
Attn: Clark McCoy
2591 Dallas Parkway, Suite 300
Frisco, Texas 75034
Customer: City of Van Alstyne
Attn: City Manager
152 N Main Dr.
Van Alstyne, Texas 75495
With a copy to: Brown & Hofmeister, LLP
Attn: David Ritter
740 East Campbell Road, Suite 800
Richardson, Texas 75081
Each party shall provide written notification to the other of any change in address.
Article 14. Inspection and Audit of Records
14.01 Complete records and accounts directly or indirectly related to the subject matter of
this Contract shall be maintained by each Party for a minimum period of five years or such
longer period of time as may be required by applicable law. Each Party shall at all times,
21
upon notice, have the right at reasonable times to examine and inspect records and accounts
directly or indirectly related to the subject matter of this Contract during normal business
hours; and further, if required by any law, rule or regulation, make the records and accounts
available to federal and state auditors.
Article 15. Consent
15.01 Whenever, under the terms of this Contract, Anna is permitted to give its written
consent or approval, Anna, in its discretion, may give or may refuse such written consent
or approval and, if given, may restrict, limit or condition such consent or approval in any
manner it shall deem advisable; however, consent will not be unreasonably withheld.
Anna’s consent must be provided in writing and from a person authorized to act on Anna’s
behalf.
Article 16. Breach of Contract/Remedies
16.01 Any material breach of the duties or the obligations of this Contract, or failure to
faithfully keep and perform any of the terms, conditions and provisions hereof shall be
subject to the remedies provided herein, including but not limited to termination. The non-
breaching Party shall provide the breaching Party ninety (90) days written notice of its
intention to terminate this Contract if the breaching Party fails to cure the material breach.
The written notice shall include a reasonable description of the breach. If the Customer is
the breaching Party, and fails or refuses to cure the breach, then Anna shall have the right,
with five (5) years advance written additional notice to Customer and without any liability
whatsoever on the part of Anna, to declare this Contract terminated at the end of such five-
year period. In the event of termination of this Contract, all rights, powers, and privileges
of Customer shall cease and terminate and Customer shall make no claim of any kind
whatsoever against Anna, its agents or representatives, by reason of such termination or
any act incident thereto. In the event Anna gives notice of termination, and Customer
subsequently cures the material breach, Anna may, in its sole discretion, withdraw the
termination notice. In any event, the non-breaching Party shall advise the alleged breaching
Party in writing immediately upon acceptance of the cure of any default. The following
shall, without limitation, be considered to be a material breach:
a. Customer’s failure to adopt and enforce policies or standards necessary to
enforce any applicable wastewater quality ordinances for discharge to the Anna
System, or any applicable state or federal laws or regulations;
b. Customer’s failure to pay any bill, charge or fee as provided for in this
Contract;
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c. Customer’s making any connection to the Anna System at any point except
as provided in Section 2.03;
d. Customer’s failure to provide Anna ingress and egress for purposes of
sampling and operation and maintenance of any metering or any sampling facility;
e. Customer’s failure to provide Anna rights-of-way as required herein;
f. Customer’s failure to permit any sampling of Wastewater as provided for
herein;
g. Customer’s failure to disconnect Customer’s Industrial Users pursuant to
Section 8.04;
h. Customer’s failure to abide by Significant Industrial User requirements
outlined in Article 8;
i. Customer’s failure to maintain the quality of discharge required by Article 9;
j. Customer’s failure to comply with Article 18 of this Contract; or
k. Anna’s failure to timely provide the necessary Wastewater service to serve
the Customer in a volume of Flow not to exceed the Customer Annual Amount of
Flow.
16.02 Failure to provide notice of breach is not waiver - Anna. Anna’s failure to provide
a notice of breach or acceptance of any benefits under this Contract for any period of time
after Customer’s material breach, default or failure is not a waiver by Anna of any rights
relative to any subsequent material breach, default or failure.
16.03 Failure to provide notice of breach is not waiver - Customer. Customer’s failure to
provide a notice of breach or acceptance of any benefits under this Contract for any period
of time after City’s breach, default or failure is not a waiver by Customer of any rights
relative to any subsequent material breach, default or failure.
16.04 If a Party is in default under this Contract, then the non-defaulting Party shall,
whether or not the termination provisions of this Article 16 have been invoked, be entitled
to all remedies available under applicable law including, but not limited to, specific
performance, injunctive relief, mandamus relief, and damages; and termination as provided
in Section 16.01.
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Article 17. Ownership and Liability
17.01 No provision of this Contract shall be construed to create any type of joint or equity
ownership of any property, any partnership or joint venture, nor shall same create any other
rights or liabilities. Customer payments (whether past, present, or future) will not be
construed as granting Customer partial ownership of, pre-paid capacity in, or equity in the
Anna System.
17.02 Liability for damages arising out of the transportation, delivery, reception,
treatment, and disposal of all Wastewater discharged into the Anna System shall remain
with the Customer, together with title and ownership thereto, until such Wastewater passes
through the Approved Connection Point(s), at which time title, ownership and liability for
such damage shall pass to Anna, save and except that title to any Prohibited Discharge and
any liability therefor shall not pass to Anna unless such Prohibited Discharge originated in
the Anna System. Any effluent produced by and discharged by Anna from any treatment
plants owned or operated by Anna shall be owned by Anna, regardless of originating source
of Wastewater.
17.03 Contracts made and entered into by either Customer or Anna for the construction,
reconstruction or repair of any Delivery Facility shall include the requirements that the
independent contractor must provide adequate insurance protecting both the Customer and
Anna as insureds. Such contracts must also provide that the independent contractor
covenant to indemnify, hold harmless and defend both the Customer and Anna against any
and all suits or claims for damages of any nature arising out of the performance of such
contracts, and include any other provisions required by federal, state, or local laws or
regulations.
Article 18. Compliance with Permit Conditions
18.01 Customer acknowledges that Anna is the holder of discharge permits issued by the
United States and the State of Texas. Customer agrees that it will comply with all such
permit conditions in any way relating to the System and the discharge into the System.
Customer agrees that in the event a fine is assessed against Anna for any violation of
any permit condition, and the violation is the result of any act of omission or
commission by Customer, the amount of the fine will be assessed to Customer and
Customer shall pay to Anna the amount of such fine. If such fine is not attributable to a
specific customer, such fine shall be considered a System Cost and allocable to the
Customer in accordance with the provisions of this Contract, unless such fine is attributable
solely to Anna as the System operator, in which case it shall be paid by Anna and shall not
24
be considered a System Cost allocable to Customer. Any such assessment to Customer
must occur within the latter of: (1) sixty (60) business days from the date that the fine is
levied against Anna, or, (2) if appealed or litigated, within sixty (60) business days from
the date the fine becomes final.
Article 19. Term of Contract
19.01 This Contract shall continue in force and effect for a period of twenty (20) years
from the Effective Date hereof and shall be subsequently extended automatically for
additional ten-year terms until terminated by either Party in accordance with the terms
hereof. A Party wishing to terminate this Contract pursuant to this Article 19 must give the
other Party no less than five (5) years advance written notice of its intent to terminate at
the end of the current term.
19.02 The provisions of this Article 19 shall not apply to a Party seeking to terminate this
Contract for cause as set forth in Article 16, or timely exercising the right to terminate set
forth in Section 23.04 of this Contract.
Article 20. Force Majeure
20.01 No Party hereto shall be considered to be in default in the performance of any of the
obligations hereunder (other than obligations of either Party to pay costs and expenses) if
such failure of performance shall be due to circumstances beyond the reasonable control
of the Parties, including but not limited to, the failure of facilities, flood, earthquake,
tornado, storm, fire, lightning, epidemic, war, riot, civil disturbance or disobedience, labor
dispute and action or non-action by a failure to obtain the necessary authorizations and
approvals from any governmental agency or authority or the electorate, labor or material
shortage, sabotage, or restraint by a court order or public authority, which by the exercise
of due diligence and foresight the Party could not have reasonably been expected to avoid
and which by exercise of due diligence it shall be unable to overcome. Either Party rendered
unable to fulfill any obligation by reason of an uncontrollable force shall exercise due
diligence to enable fulfillment of its obligations under this Contract.
20.02 As noted in Article 10 of this Contract, this Force Majeure provision shall not be
applicable to any claims by Customer regarding Inflow or Infiltration.
20.03 Anna will design and operate the System in a manner that emphasizes reliability and
emergency proceedures to provide for continuous operation. In the event the proper
operation of the Anna System, as a result of the circumstances described in Section 20.01,
requires Anna to temporarily interrupt all or part of the services to Customer, Customer
shall not recover any damages from Anna arising from or related to the temporary
25
interruption of services, including, but not limited to, any direct or consequential damages,
such temporary interruption defined as a period not to exceed twelve (12) consective hours,
or three (3) days in any one calendar year period
Article 21. Effective Date
21.01 This Contract, together with all terms and conditions and covenants, shall take full
force and effect on the later of the dates this Contract is approved by Anna and signed by
the authorized representative of each Party.
Article 22 Miscellaneous
22.01 This Contract is subject to all applicable federal and state laws and any applicable
permit requirements, ordinances, or amendments adopted pursuant to Article 9, and all
applicable rules, orders, and regulations of any state or federal governmental authority
having or asserting jurisdiction, but nothing contained herein shall be construed as a waiver
of any right to question or contest any such law, ordinance, order, rule or regulation in any
forum having jurisdiction, or of any right to appeal any decision or ruling by same.
22.02 Customer agrees to abide by any changes in this Contract made necessary by any
amendment or revision to state or federal regulations. Anna will provide notice to
Customer of any changes it considers material to the System operation in accordance with
the notice provisions of Article 13.
22.03 In each instance herein where reference is made to a federal or state regulation or
statute or to the Anna City Code of Ordinances, it is the intention of the Parties that, at any
given time, the then current federal or state regulation or statute or Anna ordinance shall
apply. If a publication or reference work referred to herein is discontinued or ceases to be
the generally accepted work in its field, or if conditions change, or new methods or
processes are implemented by Anna, new standards shall be adopted that are in compliance
with state and federal laws and any valid rules and regulations pursuant thereto.
22.04 Anna shall comply with all federal, state and local government requirements
necessary to obtain grants and assistance for system design, system construction and
studies. Customer agrees to assist Anna in compliance by setting adequate rates,
establishing proper user charges and complying with governmental requirements.
22.05 All exhibits to this Contract are incorporated herein by reference for all purposes
wherever reference is made to the same.
26
22.06 Section or article headings in this Contract are for convenience only and do not
purport to accurately or completely describe the contents of any section or article. Such
headings are not to be construed as a part of this Contract or any way defining, limiting or
amplifying the provisions hereof.
22.07 This Contract constitutes the sole and only agreement between Customer and Anna
and supersedes any prior understanding or oral or written agreements between Customer
and Anna with respect to the subject matter of this Contract.
22.08 This Contract shall inure only to the benefit of the Parties hereto and third persons
not privy hereto shall not, in any form or manner, be considered a third-party beneficiary
of this Contract. Each Party hereto shall be solely responsible for the fulfillment of its
customer’s contracts or commitments, and Anna shall not be construed to be responsible
for Customer’s contracts or commitments by virtue of this Contract or any provision
contained herein.
22.09 Customer shall neither assign any of the rights or obligations of this Contract nor
contract with individual or entity located outside Customer’s boundaries to connect to
Customer’s System without Anna’s prior written approval.
22.10 Each Party shall provide the other Party with a copy of the minute action, order,
ordinance or resolution authorizing the execution of this Contract.
Article 23. Step Dispute Resolution
23.01 Disputes other than Rate or Fee disputes. In accordance with the provisions of
Subchapter I, Chapter 271, Tex. Local Gov’t. Code, the Parties agree that, prior to
instituting any lawsuit or other proceeding arising from a dispute under this Contract, the
Parties will first attempt to resolve the dispute by taking the following steps: (1) a written
notice substantially describing the nature of the dispute shall be delivered by the
dissatisfied Party to the other Party, , which notice shall request a written response to be
delivered to the dissatisfied Party not less than five days after receipt of the notice of
dispute; (2) if the response does not reasonably resolve the dispute, in the opinion of the
dissatisfied Party, the dissatisfied Party shall give notice to that effect to the other Party
whereupon each Party shall appoint a person having authority over the activities of the
respective Parties who shall promptly meet, in person, in an effort to resolve the dispute;
and (3) if those persons cannot or do not resolve the dispute, then the Parties shall each
appoint a person from the highest tier of managerial responsibility within each respective
Party, who shall then promptly meet, in person, in an effort to resolve the dispute. Any suit
filed prior to performing these steps shall be abated pending completion of this step
process. This Section shall not apply to any disputes regarding rates or fees Anna charges
Customer.
27
23.02 Rate or Fee Disputes. Customer agrees that, as a condition precedent to instituting
any lawsuit or other proceeding arising from a rate or fee dispute (including any surcharges
Anna may assess) under this Contract, Customer shall first attempt to resolve the dispute
by taking the following steps:
a. Customer shall deliver a written notice substantially describing the nature of
and reasons for the dispute to Anna;
b. Anna shall respond to the dispute notification in writing within ten business
days after receipt of the notice of dispute;
c. if Customer does not believe Anna’s response reasonably resolves the
dispute, Customer may, within ten business days after receipt of Anna’s response,
request, in writing, that the Anna City Council consider the rate or fee dispute; and
d. Anna shall, within ten business days of receipt of Customer’s written request
that the Anna City Council consider the dispute, place the matter on the Anna City
Council agenda for either a regular or special meeting.
23.03 Customer shall appear before and have one hour to present any evidence and
arguments it has regarding the rate or fee dispute to the Anna City Council. The Anna City
Council shall issue a written final decision regarding the rate or fee dispute within ten
business days after Customer’s appearance and said decision shall be final subject to any
remedy Customer may have under applicable law. The date on which such written final
decision is received by Customer shall be the date of notice of Anna’s rate decision.
Article 24. Exhibits
24.01 The following Exhibits are attached to and made a part of this Contract, and are
incorporated by reference for any and all purposes wherever reference is made to same:
Exhibit “A” – The legal description of the Property.
Exhibit “B” –The Basin Map, including the location of the initial Approved
Connection Points at the time this Contract is executed.
Exhibit “C” – An example of the methodology Anna shall use to calculate the cost
of service.
28
Exhibit “D” – Proposed wastewater flow from the City of Van Alstyne to the City
of Anna
Exhibit “E” – Preliminary 5-year rate estimate
Exhibit “F” – Metering and Sampling Facility Information
Executed on this _____ day of ________ 2024
CITY OF ANNA
____________________________
Ryan Henderson
City Manager
Attest
____________________________
Carrie L. Land, City Secretary
Executed on this _____ day of ________ 2024
CITY OF VAN ALSTYNE
____________________________
Lane Jones
City Manager
Attest
____________________________
Susan Coffer, City Secretary
29
EXHIBIT A
THE PROPERTY
30
EXHIBIT B
BASIN MAP, INCLUDING APPROVED CONNECTION POINTS
31
EXHIBIT C
AN EXAMPLE OF THE METHODOLOGY ANNA SHALL USE TO
CALCULATE THE COST OF SERVICE
An example of the methodology Anna shall use to calculate the cost of service once
the conditions of Section 7.03 are met.
FY24-25 FY25-26 FY26-27 FY27-28 FY28-29 FY29-30
Syst em Capacity
Salaries 22,350.00$ 22,350.00$ 89,400.00$ 247,240.00$ 247,240.00$ 247,240.00$
Salari es - Overtime 1,000.00$ 1,000.00$ 4,000.00$ 6,000.00$ 10,000.00$ 12,000.00$
Payroll Taxes 1,448.00$ 1,448.00$ 6,132.00$ 15,330.00$ 15,330.00$ 15,330.00$
Heal th Insurance 4,200.00$ 4,200.00$ 16,800.00$ 42,000.00$ 42,000.00$ 42,000.00$
TMRS Retirement 3,323.00$ 3,323.00$ 14,072.00$ 35,180.00$ 35,180.00$ 35,180.00$
Unemployment 1,000.00$ 1,000.00$ 2,000.00$ 5,000.00$ 5,000.00$ 5,000.00$
Worker's Compensation 1,500.00$ 1,500.00$ 3,000.00$ 7,500.00$ 7,500.00$ 7,500.00$
Offi ce Supplies 1,000.00$ 1,000.00$ 2,000.00$ 2,000.00$ 2,000.00$ 2,000.00$
Office Supplies - Misc.1,000.00$ 1,000.00$ 4,000.00$ 4,000.00$ 4,000.00$ 4,000.00$
Tool s & Equipment 4,000.00$ 4,000.00$ 5,000.00$ 8,000.00$ 8,000.00$ 8,000.00$
Clothi ng Supplies 700.00$ 700.00$ 1,400.00$ 3,500.00$ 3,500.00$ 3,500.00$
Protective Gear 1,000.00$ 1,000.00$ 2,000.00$ 5,000.00$ 5,000.00$ 5,000.00$
Chemicals 8,000.00$ 8,000.00$ 12,000.00$ 16,000.00$ 16,000.00$ 16,000.00$
Vehicl e Supplies - Fuel 5,000.00$ 5,000.00$ 5,000.00$ 15,000.00$ 15,000.00$ 15,000.00$
Vehicle Supplies - Other 1,400.00$ 1,400.00$ 1,400.00$ 4,200.00$ 4,200.00$ 4,200.00$
Maintenance & Repair - Vehicles 1,400.00$ 1,400.00$ 1,400.00$ 4,200.00$ 4,200.00$ 4,200.00$
Maintenance & Repair - Equipment 5,000.00$ 15,000.00$ 15,000.00$ 30,000.00$ 30,000.00$ 30,000.00$
Maintenance & Repair - Buildings 1,000.00$ 1,000.00$ 4,000.00$ 4,000.00$ 4,000.00$ 4,000.00$
Maintenance & Repair - Sewer Pl ant 20,000.00$ 40,000.00$ 40,000.00$ 40,000.00$ 60,000.00$ 60,000.00$
El ectricity 30,000.00$ 60,000.00$ 60,000.00$ 100,000.00$ 100,000.00$ 100,000.00$
Contract Services 5,000.00$ 20,000.00$ 20,000.00$ 30,000.00$ 30,000.00$ 30,000.00$
Sludge Removal 2,500.00$ 6,000.00$ 6,000.00$ 12,000.00$ 18,000.00$ 24,000.00$
Testi ng Services 4,000.00$ 10,000.00$ 10,000.00$ 25,000.00$ 25,000.00$ 25,000.00$
Dues, Publ i cations, Licensing 1,500.00$ 3,000.00$ 3,000.00$ 3,000.00$ 3,000.00$ 3,000.00$
Permits -$ -$ -$ -$ -$ 30,000.00$
Capital & Operating Expense 3,600.00$ 8,400.00$ 16,800.00$ 25,200.00$ 25,200.00$ 25,200.00$
Travel/Training Expense 500.00$ 1,000.00$ 2,000.00$ 5,000.00$ 5,000.00$ 5,000.00$
Interest Expense 608,858.36$ 1,574,040.54$ 2,658,088.00$ 3,568,288.00$ 4,755,263.00$ 6,049,263.00$
Other Services - Misc.
Debt Service - Principal 256,300.00$ 704,700.00$ 1,270,000.00$ 1,838,000.00$ 2,575,000.00$ 3,380,000.00$
Transfers Out
996,579.36$ 2,501,461.54$ 4,274,492.00$ 6,100,638.00$ 8,054,613.00$ 10,191,613.00$
Hurricane Creek Wastewater Treatment Plant O&M
32
EXHIBIT E
Preliminary 5-year Rate Estimate
Fiscal YearWWTP ADF (MGD)WWTP CapacityWWTP ExpensesSewer Collection ExpensesTotal O&M Expenses for Hurricane Creek BasinVan Alstyne Flow (MGD)Van Alstyne Sewer Transport Length in Hurricane Creek Trunk System (LF)Van Alstyne WWTP %Van Alstyne Proportional Trunk Sewer O&M CostVan Alstyne Rate* ($/1000gal)FY24-250.50.5996,579.36$ 64,321.00$ 1,060,900.36$ 0.253000050%34,072.38$ 6.65$ FY25-261.151.52,501,461.54$ 108,721.00$ 2,610,182.54$ 0.53000043%57,592.12$ 7.17$ FY26-271.822.54,274,492.00$ 115,544.26$ 4,390,036.26$ 0.753000041%61,206.57$ 7.62$ FY27-282.442.56,100,638.00$ 122,806.92$ 6,223,444.92$ 13000041%65,053.77$ 8.06$ FY28-293.0648,054,613.00$ 130,538.33$ 8,185,151.33$ 1.33000042%69,149.29$ 8.31$ FY29-303.69410,191,613.00$ 138,769.93$ 10,330,382.93$ 1.73000044%73,509.76$ 8.37$ Base Rate Calculation for Van Alstyne (estimate)*Note: rates are an estimate based on calculated cost of service. Rates are subject to change on an annual basis due to changing costs and/or changes in flow rates
33
EXHIBIT F
Metering and Sampling Facility Information
34
35
Item No. 6.l.
City Council Agenda
Staff Report
Meeting Date: 12/17/2024
Staff Contact: Carrie Land
AGENDA ITEM:
Consider/Discuss/Action on the TCAP Election Ballot for 2025-2026 Board of Directors.
(City Manager Ryan Henderson)
SUMMARY:
Attached is the ballot for the election of eight members to the TCAP Board of Directors
for the 2025-2026 term of office.
Nine individuals have volunteered to become candidates for the TCAP Board of
Directors, and their brief biographies are included in the PDF file.
FINANCIAL IMPACT:
BACKGROUND:
Authorized when the Texas Legislature took action to deregulate the state’s electricity market in
2001, the Texas Coalition for Affordable Power is a unique alliance of cities and other political
subdivisions that have joined together to purchase electricity for their own governmental use.
The more than 160 cities and other political subdivisions that comprise TCAP purchase in excess of
1 billion kilowatt/hours of power each year, making it the largest coalition of its type in the state.
Using the strength of its numbers, TCAP negotiates terms and conditions for electric service that
may be unavailable to a single city acting alone. This promotes healthier city budgets and benefits
taxpayers.
TCAP was originally two separate non-profit corporations, the Cities Aggregation Power Project and
the South Texas Aggregation Project, which merged in 2010. TCAP membership is open to all
Texas cities (and other political subdivisions such as water districts) that purchase electricity in the
deregulated market. It is run entirely by its members. The voluntary 15-person TCAP board of
directors is made up of city officials and executives who meet bi-monthly.
TCAP members enjoy a wide array of services that include professional consultant advice on electric
load management, renewal energy contracts, energy conservation programs, access to legal
counsel regarding electric utilities, a personalized TCAP billing portal, assistance with all state
required electricity reports and many more services for our members.
STRATEGIC CONNECTIONS:
ATTACHMENTS:
1. 2025-26 TCAP BOARD BALLOT
2025/2026 TCAP Board Ballot
BALLOT – 2025/2026 TCAP BOARD OF DIRECTORS
Instructions for Voting:
Only one ballot per member city/entity. The member representative is entitled to cast eight votes for the
eight current positions. PLEASE BE SURE THAT NO MORE THAN EIGHT CANDIDATES HAVE BEEN
CHECKED! Ballots with more than nine cast votes will be rejected. No more than one vote may be cast
for the same nominee. Places 1, 3, and 5 will be filled by the three candidates in the high consumption (HC)
category receiving the most votes. Places 7 and 9 will be filled by the candidate in the medium consumption
(MC) category receiving the most votes. Place 11 will be filled by the candidate in the low consumption
(LC) category receiving the most votes. Places 13 and 15 will be filled by the two candidates receiving the
most votes but who were not elected to a particular consumption category. The exception to this rule is the
requirement in TCAP Bylaws that stipulates the board of directors include at least one member from each
of the four ERCOT zones (North, South, West, and Houston). Nominees who are incumbents (I) are noted
on the ballot.
(Vote for eight)
Names were randomly drawn for ballot order
□ Chuong Phung, Grand Prairie – HC (I) □ Carey D. Neal, Jr., Lancaster – MC (I)
□ Aimee Rae Ferguson, Anna – LC (I) □ Clayton Fulton, Hurst – MC (I)
□ Henry Arredondo, City of Dilley LC □ Mark Poland, Sugar Land – HC (I)
□ Clifford Howard, Lewisville – HC (I) □ Gilbert P. Reyna, Jr., Victoria- HC (I)
□ Jo Ella Wagner, South Texas Water
Authority- LC (I)
□
Please complete and return by 5 p.m. C.S.T.,
Friday, January 3, 2025 to:
Margaret Somereve, Executive Director
P.O. Box 5
Addison, TX 75001
or msomereve@tcaptx.com
Submitted by (MUST BE COMPLETED):
Printed Name
Signature
Member City/Entity:
2025/2026 TCAP Board Biographies
(alphabetical order)
Henry Arredondo, City of Dilley
Henry Arredondo is Senior Manager with over 30 years of experience in
manufacturing, distribution, banking, and municipal management
operations. Currently he works at the City of Dilley where he is the City
Administrator. Henry Arredondo holds a Master’s degree in Business
Administration and Bachelor’s degree in Finance and is passionate about
youth sports. In his free time, he enjoys golfing, fishing, and cycling.
Chuong Phung, City of Grand Prairie
Chuong joined the City of Grand Prairie in 2019 and serves as an Assistant
City Attorney and as Risk Manager for the City. In these roles, he is
responsible for a variety of matters including claims and litigation involving
the City, Public Information Act requests, and utility-related concerns.
Chuong received his BA from UCLA and his JD from Loyola Law School,
Los Angeles, and is licensed to practice law in California and Texas.
Before coming to work for the City of Grand Prairie, Chuong worked for several private law firms
in Los Angeles, California. He has served as a member of the TCAP Board since 2023.
Clayton Fulton, City of Hurst
Clayton Fulton graduated with a Master’s in Public Administration from the
George W. Romney Institute of Public Service and Ethics in Brigham
Young University’s Marriott School of Management in 2008 with an
emphasis in local government and financial analysis. Upon graduation he
received the Stewart L. Grow award from the MPA program for integrity,
academic excellence, concern for others, and devotion to public
service. Clayton has also received a bachelor’s degree from BYU in
Sociology, holds associates degrees in Business and General Studies, completed the Texas Tech
Institute of Governmental Finance and is a Certified Government Finance Officer.
Clayton is an active of TCMA and GFOAT and has served on the TCAP Board since 2021. He is
currently serving as Assistant City Manager with the City of Hurst. Clayton has been instrumental
in incorporating the Council’s strategic priorities into the annual budget process and oversees
Finance, Information Technology, Public Works, Utility Billing, and Solid Waste Services. He
also partners with Atmos and Oncor for any customer issues faced by the citizens and coordinating
on rate cases that involve the City. Prior to working for the City of Hurst, Mr. Fulton worked as
the Finance Director for the City of Anna overseeing all financial operations for the city as well as
managing the municipal court, utility billing, information technology, and human resource
operations for the City. Mr. Fulton brought the GFOA distinguished budget award to the City of
Anna and also received recognition from the State of Texas Comptroller’s Office for financial
transparency.
Clayton has also held positions with the State of Utah’s Division of Housing and Community
Development where he developed increasing responsibility over the execution and management
of various Federal HUD, USDA, and HHS grants in addition to overseeing additional State grant
programs. In his spare time he volunteers with his church and enjoys spending time in the great
2025/2026 TCAP Board Biographies
(alphabetical order)
outdoors and finding adventure in everyday life. Clayton lives in NRH with his wife and 5
children.
Aimee Rae Ferguson, City of Anna
Aimee Rae Ferguson is the Director of Finance for the City of Anna
overseeing the Accounting, Utility Billing and Municipal Court for the city.
She has held this position since September 2023 and began her tenure with
the City of Anna as the Assistant Director of Finance in September of 2022.
Prior to accepting the Assistant Director role in Anna, Aimee was the
Budget Manager for the City of Celina, the fastest growing city in the Dallas Fort Worth area.
Aimee has over fifteen years of experience in Finance and Accounting. Prior to her time in Texas
city government, Aimee helped to manage the accounting department for the New Orleans Morial
Convention Center, the 6th largest convention center in the United States. While at the Convention
Center, Aimee was named a Star Performer and was a part of the team that created the Center’s
original customer service standards program.
Clifford Howard, City of Lewisville
Clifford Howard is the Fiscal Services Manager for the City of Lewisville
and has served the City’s Finance Department in multiple capacities in his
36 years of service. Clifford’s area of expertise is utility rate studies, utility
collection and billing services, as well as banking and investments.
For the past 20 years, Clifford has served on the Dallas Water Utility Cost of
Service rate subcommittee. Prior to being elected to the Texas Coalition for
Affordable Power Board (TCAP) he served TCAP on their Technology committee. Since joining
the TCAP Board he has served every year on the Finance committee. He is an active member of
the Government Finance Officers Association, Government Finance Officers Association of
Texas, and Government Treasurers’ Organization of Texas.
Clifford is a graduate of Midwestern State University in Wichita Falls and holds a Bachelor’s
degree in Accounting.
Carey D. Neal, Jr., City of Lancaster
Carey joined the City of Lancaster in July 2019, bringing a passion for
transformative leadership and a proven track record of driving meaningful
change on the private sector. He earned a Bachelor of Science degree from
the University of Texas at Arlington and a Master of Public Administration
from American University, and is currently pursuing a PhD from Liberty
University, reflecting his commitment to continuous learning and excellence.
Before transitioning to local government, Carey honed his leadership skills as a Human Resources
Director with Walmart Stores Inc., where he spent seven years managing complex organizational
challenges and fostering professional growth among diverse teams. His journey into public service
began with an internship under State Representative Yvonne Davis (District 111), igniting his
dedication to community-focused leadership.
2025/2026 TCAP Board Biographies
(alphabetical order)
As a senior leader in the City of Lancaster, Carey oversees key operations including
Administration, Economic Development, Development Services, Public Works, and Procurement.
Under his guidance, these departments are driving innovation, fostering economic growth, and
delivering exceptional services to the Lancaster community.
In 2023, Carey’s exemplary leadership and contributions to North Texas were recognized with the
prestigious Rising Star Award from the North Texas Commission. He was also appointed to the
Board of the Inland Port Chamber of Commerce, where he collaborates with regional leaders to
advance economic opportunities and community development.
Carey’s influence extends beyond his professional roles. He is an active member of premier
professional organizations such as the International City/County Management Association
(ICMA), Emerging Local Government Leaders (ELGL), National Forum for Black Public
Administrators (NFBPA), North Texas City Management Association (NTCMA), Texas City
Manager Association (TCMA), and Urban Management Assistants of North Texas (UMANT).
In addition to his professional achievements, Carey is deeply committed to service and mentorship.
He volunteers his time with, Big Brothers Big Sisters of America, the youth and young adults at
GRACE Dallas and the Lancaster Lions Club, exemplifying his dedication to empowering future
leaders and giving back to his community.
Carey’s leadership philosophy is anchored in a commitment to innovation, collaboration, and
building a thriving, inclusive future for all. His vision and drive continue to leave an indelible
impact on Lancaster and the broader North Texas region.
Gilbert P. Reyna, Jr., City of Victoria
Graduating Cum Laude from the University of Houston in Houston with a
Bachelor of Accounting Degree, I obtained my Certified Public Accountant
certificate in September 1988, 2 years after completing college.
In 1986 I began employment with the accounting firm, Harrison, Waldrop
& Uherek (HWU), an accounting firm which consists of 15-19
professionals, serving as an Audit Manager in charge of several large
governmental entities, private and public enterprises. I remained with HWU until January 1995
when I was hired as the Assistant Director of Finance for the City of Victoria, and within the first
year, I was appointed as the City of Victoria Director of Finance. I am also serving as the treasurer
of the Victoria Sales Tax Development Corporation, Victoria Housing Finance Corporation,
Victoria Health Facilities Development Corporation, Victoria Public Facility Corporation, and the
Victoria Development Commission. In August 2020, I was appointed Chief Financial Officer for
the City of Victoria and continue serving as treasurer of the various boards listed above. For the
period March 2009 until October 2009, I acted as interim representative to the Electric Reliability
Council of Texas (ERCOT).
I was a board member of the South Texas Aggregation Project Board (STAP) representing the City
of Victoria from March 2009 until the end of 2010, at which time I was elected to the Texas
Coalition for Affordable Power Board (TCAP). I have served on the board of TCAP for the terms
of January 2011 through December 2024.
2025/2026 TCAP Board Biographies
(alphabetical order)
Mark Poland, City of Sugar Land
Chief Poland’s 26-year law enforcement career includes a diverse and
strong background in many facets of law enforcement, management and
leadership. He was born and raised in northern Virginia just outside of
the nation’s capital. He credits integrity, work ethic and leading by
example as the attributes that led to his appointment as Chief of Police
for the Sugar Land Police Department. Prior to Sugar Land, he worked
for the Loudoun County Sheriff’s Office, Virginia’s largest full-service
sheriff’s office.
Chief Poland fosters and implements formal public-private partnership involving numerous
community stakeholders working towards crime suppression as well as shared community goals.
He is a dedicated and professional commander with previous assignments that included Patrol,
Gang Detective, Special Victims Unit Detective, Sergeant position within Patrol and the
Narcotics Unit respectively, 2nd Lieutenant in Patrol and Internal Affairs Unit, Assistant
Division Commander of the Criminal Investigations, Division Commander of Field Operations
and Undersheriff. Prior to becoming Chief, and as Undersheriff with the Loudoun County
Sheriff’s Office, Poland managed a $111-million-dollar budget and over 850 personnel for
Loudoun County.
Chief Poland graduated with a master’s degree from the Naval Postgraduate School, Center for
Homeland Defense and Security with a degree in Homeland Defense. He graduated with honors,
Summa Cum Laude, from the George Washington University with a degree in Police Science
and a graduate of the Federal Bureau of Investigation’s National Academy, Session 260.
He recently assisted as a subject-matter expert for the Department of Justice’s Commission on
Law Enforcement report. He is a member of the International Association of Chiefs of Police,
the Texas Police Chief’s Association, the Federal Bureau of Investigation National Academy
Virginia Chapter, the Major County Sheriffs of America, the Virginia Sheriff’s Institute, the
Virginia Sheriff’s Association, and the National Sheriff’s Association.
Jo Ella Wagner, South Texas Water Authority
Jo Ella Wagner is the Assistant Executive Director/Finance Manager at
South Texas Water Authority (STWA) in Kingsville, Texas. She has
worked for South Texas Water Authority for 29 years and was
promoted to Finance Manager and Co-Investment Officer in 1998 and
Assistant Executive Director last year. Upon STWA joining STAP in
2004 and then joining TCAP in 2011, she was instrumental in
converting the various electric accounts and continues to analyze the
benefits and savings of STWA’s TCAP membership and advocates for
TCAP participation. Ms. Wagner joined the TCAP Board in 2023 and assisted in reaching out to
the various Texas water districts, non-profit water corporations and MUDS.
Ms. Wagner received her BBA in Finance and an MBA in General Business from Texas A&I
University (Texas A&M Kingsville) and also obtained a secondary teaching certificate from the
State of Texas. Ms. Wagner has worked in banking, accounting and business management
before taking her accounting position with STWA. She is currently a Registered Texas
Assessor/Collector, STWA’s Investment Officer, and holds a D Water License with TCEQ. Ms.
2025/2026 TCAP Board Biographies
(alphabetical order)
Wagner is a member of the Texas Association of Assessing Officers, Texas Association of
Appraisal Districts, and Texas Rural Water Association.
Ms. Wagner has been married for 32 years and is the mother of two. In her off-time she
volunteers as the Council Advisor for the 4-H Clubs in Kleberg and Kenedy counties and the 4-H
Consumer Education Coach. She has been active with 4-H for over 25 years and is a recipient of
the Texas 4-H Salute to Excellence Award.
Item No. 6.m.
City Council Agenda
Staff Report
Meeting Date: 12/17/2024
Staff Contact:
AGENDA ITEM:
Consider/Discuss/Action on appointment to the Neighbor Engagement and Inclusion
Commission to fill a vacancy. (Interview Committee)
SUMMARY:
This item is to fill a vacancy in Place 7. The Interview Committee has nominated
Theresa King-Bell.
FINANCIAL IMPACT:
This item has no financial impact.
BACKGROUND:
The Neighbor Engagement and Inclusion Commission facilitates community dialog, representation of
diverse neighbor voices, and review of polices and services as they pertain to supporting all
members of the community.
STRATEGIC CONNECTIONS:
This item supports the City of Anna Strategic Plan, specifically advancing the strategic
outcome area: Neighborly.
ATTACHMENTS:
Item No. 7.d.
City Council Agenda
Staff Report
Meeting Date: 12/17/2024
Staff Contact:
AGENDA ITEM:
Discuss or deliberate personnel matters (Tex. Gov’t Code §551.074). Boards and
Commission. City Council.
SUMMARY:
FINANCIAL IMPACT:
BACKGROUND:
STRATEGIC CONNECTIONS:
ATTACHMENTS: