HomeMy WebLinkAboutRes 2024-12-1708 Remainder Area Funding & Reimbursement Agreement for The Woods at Lindsey Place PIDCERTIFICATE 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, 2424, 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
Stan Carver II, Mayor Pro Tem
Elden Baker, Deputy Mayor Pro-Tem
Jody Bills, Council Member
Ryan Henderson, City Manager
Carrie Land, City Secretary
Lee Miller, Council Member
Kelly Patterson -Herndon, Council Member
Kevin Toten, Council Member
and all of said persons were present, excepty, pJ 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:
I. A true. full. and correct copy of the aforesaid Resolution passed at the meetina
described in the above and foregoing paragraph is attached to and follows this Certificate: ;aid
Resolution has been dulv recorded in the Council',--, minutes of said 111eetirl2: the above and
foregoing paragraph is a true, full. and correct excerpt from the C'ouncil's Minutes of said meeting
pertaining to the passage of said Resolution: the persons named in the alcove and torego1112
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 officialh and personally. in advance. of the tinge. place. and purpose of the aforesaid
meeting. and that said Resolution would be introduced and considered for passage at said ineetinLIT.
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 tinge. place.
and purpose of said meeting was given all as required by the Texas Government Code. Chapter
51.
3. The Council has approved and hereby approves the Resolution: and the Mavor and
City Secretary hereby declare that their signing of this certificate shall constitute the sighing of the
attached and following copy of said Resolution for all purposes.
SIGNED AND SEALED ON DEC'EMBER 17. 2024.
ATTEST:
Pete Cam. Mayor
Carrie Land. Cit_1 Seer taty * THsc,TYOF
Anna * (SEAL)
F1 S it
Signature Page to a Certificate for
A RESOLliTION OF THE CITY OF A\1A, TEXAS APPROVING A REMAINDER AREA
FUNDI\TG ANTI) REI\IK)RSEMENT AGREEMEN-T FOR THE NNTOODS 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
CITY OF ANNA, TEL-kS
RESOLUTION NO. 2024-12--110$
A RESOD TION OF THE CITY OF ANN A, TEL-S APPROVING A REIIAI\DER
AREA FUNDING AND REIMBURSEMENT AGREEMENT FOR THE WOODS AT
LINDSEY PLACE PUBLIC IMPROVEJIENT DISTRICT; AUTHORIZING, THE
EXECUTION OF SAID AGREEMENT I\ THE NAME OF AND ON BEHALF OF THE
CITY; AND RESOLVING OTHER MATTERS RELATED TO THE SUBJECT
NN'HEREAS. D.R. HORTON — TEXAS. LTD.. a Texas limited partnership (the
Developer") is the developer of tracts of land located xvithin the corporate limits of the City of
Alma. Texas (the "City"). containing. collectively. approximately 198.006 acres (the "District"):
and
WHEREAS, on February 14. 2023. the City Council passed and approved Resolution' o.
2023-02-1373 (tile "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 Nvill confer a special benefit
on the District. and
HEREAS, the C'1 y 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 Nvitli Subtitles A and C. Title 9. of the Texas Govermnent Code: and
WHEREAS. Bond Proceeds will be deposited into the Project Fund and disbursed for (0
the payment of the Bond Issuance Costs. (11) reiinbursenient of the Developer for that portion of
the Actual Costs of the Authorized Improvements that Developer has funded out of pocket from
its own fiinds 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 "Reinibursenlent 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:
NONV THEREFORE. BE IT RESOLVED BY THE CITY COt:NCIL 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 sliall be in full force and effect from and after its passage. and
it is accordin-ly so resolved.
PASSED AND APPROVED ON THIS 17TH DAY OF DECEMBER, 2024.
ATTEST: APPROVED:
arrie L. Land, City SeJ to 4- * ,Pete Cain Mayor
THG CITY OF \ '
Anna1913 1
EXHIBIT A
Remainder Area Funding and Reimbursement Agreement
The Woods at Lindsey Place Public Improvement District
Attached)
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 "Cily"), 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 1
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 2
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 42 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 3
City Council" means the governing body of the City.
Citespresentative" 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 251" 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.
P" 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
213, Phase 3, and Phase 4.
PAGE 4
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 PI D 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 5
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 finds 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 6
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 7
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 8
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 9
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 10
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 11
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 12
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 parry'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 Section
PAGE 13
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, tenninating 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 14
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.
PAGE 15
CITY:
CITY OF ANNA, TEXAS,
a home rule municipality
ATTEST:
Carrie Land, City Secretary
c -
Pete Cain, Mayor
SEAL)
16
DEVELOPER:
D.R. Horton — Texas, Ltd.
a Texas limited partnership
BY: D.R. Horton, Inc., a Delaware corporation
Its: Authorized Agent
Name:
Its:
17
EXHIBIT A
Legal Description of District
EXHIBIT 1-1— DISTRICT LEGAL DESCRIPTION —
Exhibit Q — Overall PID Legal Description
FIELD DESCRIPTION:
BEING a tract of land situated in the Town of Anna, Collin County, Texas, a part of Eli
Witt Survey, Abstract No. 997, being part of a called 275.00 acre tract of land described
in a Special Warranty Deed to D.R. Horton — Texas, Ltd., recorded in Instrument No.
20210212000310470, Official Public Records, Collin County, Texas (O.P.R.C.C.T), and
being more particularly described as follows:
COMMENCING at a five -eighths inch iron rod with yellow plastic cap that is illegible
found at the southeast comer of said 275.00 acre tract of land, said iron rod being at the
northeast comer of a called 226.62 acre tract of land described in a Warranty Deed to
QJR Partnership, Ltd. recorded in Volume 5106, Page 2380, O.P.R.C.C.T and said iron
rod being in the west line of a called 50.00 acre tract of land described in a Special
Warranty Deed with Vendor's Lien to MCI Preferred Income Fund II, LLC, recorded in
Instrument No. 20210830001753370, (O.P.R.C.C.T):
THENCE South 89 degrees 28 minutes 48 seconds West, a distance of 168.60 feet
along the south line of said 275.00 acre tract of land and along the north line of said
226.62 acre tract of land to the POINT OF BEGINNING of the herein described tract of
land;
THENCE South 89 degrees 28 minutes 48 seconds West, a distance of 2,480.27 feet
along the south line of said 275.00 acre tract of land) and along the north line of said
226.62 acre tract of land to a point for comer, from which a one-half inch iron rod with
yellow plastic cap stamped "BOHLER ENG" set (hereinafter called "iron rod set") at the
southwest comer of said 275.00 acre tract of land bears South 89 degrees 28 minutes
48 seconds West, a distance of 335.99 feet
THENCE North 00 degrees 34 minutes 00 seconds West, a distance of 385.03 feet to a
point for comer;
THENCE North 29 degrees 27 minutes 03 seconds West, a distance of 120.00 feet to a
point for comer;
THENCE Northeasterly 44.49 feet along a non -tangent curve to the left, having a central
angle of 03 degrees 13 minutes 35 seconds, a radius of 790.00 feet, a tangent of 22.25
feet and whose cord bears North 58 degrees 56 minutes 09 seconds East, a cord
distance of 44.48 feet to a point for comer;
THENCE Northeasterly 236.99 feet along a curve to the right, having a central angle of
14 degrees 55 minutes 17 seconds, a radius of 910.00 feet, a tangent of 119.17 feet
and whose cord bears North 64 degrees 47 minutes 01 seconds East, a cord distance
of 236.32 feet to a point for comer:
WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT 48
SERVICE AND ASSESSMENT PLAN
THENCE North 00 degrees 33 minutes 39 seconds West, a distance of 652.43 feet to a
point for comer;
THENCE North 89 degrees 26 minutes 21 seconds East, a distance of 144.81 feet to a
point for comer;
THENCE North 02 degrees 33 minutes 19 seconds East, a distance of 504.55 feet to a
point for comer,
THENCE North 00 degrees 33 minutes 39 seconds West, a distance of 1,369.34 feet to
a point for comer;
THENCE South 89 degrees 26 minutes 21 seconds West, a distance of 620.00 feet to a
point for comer;
THENCE North 00 degrees 33 minutes 39 seconds West, a distance of 526.78 feet to a
point for comer;
THENCE Northeasterly 1,091.99 feet along a curve to the right, having a central angle
of 32 degrees 41 minutes 20 seconds, a radius of 1,914.00 feet, a tangent of 561.30
feet and whose cord bears North 15 degrees 47 minutes 01 seconds East, a coal
distance of 1,077.24 feet to a point for comer,
THENCE North 32 degrees 39 minutes 37 seconds East, a distance of 90.00 feet to a
point for comer;
THENCE North 32 degrees 43 minutes 36 seconds East, a distance of 144.49 feet to a
point in the north line of said 275.00 acre tract of land, said point being a the south line
of a called 555.801 acre tract of land, described as Tract B in a Special Warranty Deed
to Risland Mantua, LLC, recorded in Instrument No. 20180625000783630,
O.P.R.C.C.T);
THENCE South 86 degrees 39 minutes 03 seconds East, a distance of 255.78 feet
along the north line of said 275.00 acre tract of land and along a south line of said
555.801 acre tract of land to a one-half inch iron rod found for comer, from which a one-
half inch iron rod found bears North 01 degrees 19 minutes 02 seconds West, a
distance of 2.04 feet;
THENCE South 89 degrees 10 minutes 24 seconds East, a distance of 1,018.92 feet
along the north line of said 275.00 acre tract of land to a one-half inch iron rod set for
comer, said iron rod being at the southwest comer of a called 83.36 acre tract of land
described in a Quit Claim Deed to Alta McClain, recorded in Volume 626, Page 141,
D.R.C.C.T) which is now listed in the Collin County Appraisal District records as being
owned by Laura Collins to which no transfer of title either direct or indirect can be found
in Collin County Deed Records;
WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT 49
SERVICE AND ASSESSMENT PLAN
THENCE South 89 degrees 16 minutes 53 seconds East, a distance of 111.06 feet
along a north line of said 275.00 acre tract of land and along the south line of said 83.36
acre tract of land to a one-half inch iron rod set at the northeast comer of said 275.00
acre tract of land, said iron rod being at the northwest comer of a called 95.444 acre
tract of land described In a Special Warranty Deed with Vendor's Lien to MCI
PREFERRED INCOME FUND II, LLC, recorded in Instrument No.
20210819001679920,(O.P.R.C.C.T);
THENCE along the east line of said 275.00 acre tract of land and along the west line of
said 95.444 acre tract of land as follows:
South 01 degrees 16 minutes 44 seconds East, a distance of 1,185.56 feet to a
one-half inch iron rod with yellow cap stamped "JBI" found for comer,
South 00 degrees 47 minutes 08 seconds East, a distance of 1,100.00 feet to a
one-half inch iron rod set at the most westerly southwest comer of said 95.444
acre tract of land;
THENCE North 88 degrees 32 minutes 52 seconds East, a distance of 906.82 feet
along the most easterly north line of said 275.00 acre tract of land and along the most
westerly south line of said 95.444 acre tract of land to a point for comer,
THENCE South 00 degrees 44 minutes 46 seconds East, a distance of 314.82 feet to a
point for comer;
THENCE South 89 degrees 28 minutes 48 seconds West, a distance of 481.91 feet to a
point for comer;
THENCE South 00 degrees 31 minutes 12 seconds East, a distance of 889.34 feet to a
point for comer,
THENCE Southeasterly 120.981 feet along a curve to the left, having a central angle of
14 degrees 35 minutes 35 seconds, a radius of 475.00 feet, a tangent of 60.82 feet and
whose cord bears South 07 degrees 49 minutes 00 seconds East, a cord distance of
120.66 feet to a point for comer,
THENCE South 39 degrees 17 minutes 34 seconds East, a distance of 55.80 feet to a
point for comer;
THENCE Southeasterly 38.63 feet along a non -tangent curve to the left, having a
central angle of 04 degrees 51 minutes 53 seconds, a radius of 455.00 feet, a tangent
of 19.33 feet and whose cord bears South 23 degrees 58 minutes 10 seconds East, a
cord distance of 38.62 feet to a point for comer,
THENCE South 26 degrees 24 minutes 07 seconds East, a distance of 56.52 feet to a
point for comer;
WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT so
SERVICE AND ASSESSMENT PLAN
THENCE South 68 degrees 02 minutes 34 seconds East, a distance of 44.84 feet to a
point for comer;
THENCE Northeasterly 361.48 feet along a non -tangent curve to the right, having a
central angle of 16 degrees 26 minutes 14 seconds, a radius of 1,260.00 feet, a tangent
of 181.99 feet and whose cord bears North 79 degrees 13 minutes 01 seconds East, a
cord distance of 360.24 feet to a point for comer,
THENCE South 00 degrees 44 minutes 46 seconds East, a distance of 120.07 feet to a
point for comer;
THENCE Southwesterly 497.56 feet along a non -tangent curve to the left, having a
central angle of 25 degrees 00 minutes 25 seconds, a radius of 1,140.00 feet, a tangent
of 252.80 feet and whose cord hears South 74 degrees 44 minutes 27 seconds West, a
cord distance of 493.62 feet to a point for comer;
THENCE South 62 degrees 14 minutes 14 seconds West, a distance of 202.70 feet to a
point for comer,
THENCE South 27 degrees 45 minutes 46 seconds East, a distance of 15.00 feet to a
point for comer;
THENCE South 49 degrees 18 minutes 42 seconds East, a distance of 194.61 feet to a
point for comer;
THENCE South 00 degrees 31 minutes 12 seconds East, a distance of 305.98 feet to a
point for comer,
THENCE North 89 degrees 28 minutes 48 seconds East, a distance of 501.05 feet to a
point for comer,
THENCE South 01 degrees 14 minutes 22 seconds West, a distance of 327.87 feet to a
point for comer,
THENCE Southeasterly 60.96 feet along a curve to the left, having a central angle of 02
degrees 46 minutes 20 seconds, a radius of 1,260.00 feet, a tangent of 30.49 feet and
whose cord bears South 00 degrees 08 minutes 48 seconds East, a cord distance of
60.96 feet to the POINT OF BEGINNING and containing 8,625,128 square feet or
198.006 acres.
WOODS AT LINDSEY PLACE PUBLIC IMPROVEMENT DISTRICT 51
SERVICE AND ASSESSMENT PLAN
EXHIBIT B
Legal Description of the Remainder Area Assessed Property
EXHIBIT B
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-I
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
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 infonnation 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:
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
I=
Printed Name:
Its
EXHIBIT D-2
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AGENDA ITEM:
c 6,2y _ /' -1709
Item No. 5.g.
City Council Agenda
Staff Report
Meeting Date: 12/17/2024
Staff Contact: Bernie Parker
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