HomeMy WebLinkAboutRes 2024-12-1716 Development Agreement with Tellus Texas & Sherley Partners, LTD (Sherley Farms) RECORDEDCITY OF ANNA, TEXAS
RESOUT TION NO. d 0c9 zl - l; - I q 16
A RESOLUTION OF THE CITY OF ANNA, TEXAS APPROVING THE SHERLEY
FARMS DEVELOPMENT AGREEMENT «ITH TELU S TEXAS III, LLC AND
SHERLEY PARTNERS, LTD, RELATING TO DEVELOP\TENT OF PROPERTY FOR A
MIXED 17 SE DEVELOPMENT
WHEREAS, Tellus Texas III. LLCand Slierley Partners. LTD (collecti'vely. 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 ill accordance
with the Sherley_ Farms Development Agreement (the "Agreement") attached hereto as Exhibit
1: NO«',
THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ANNA,
TEXAS THAT: Section
1. Recitals Incorporated. The
recitals above are incorporated lierein as if set forth in Rill for all purposes. Section
2. Approval and Authority to Execute The
City Council hereby approves the Sherley Famis 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 C ln- of Anna. Texas. on this 1771, day of December 2024. ATTESTED:
Carrie
L. Land. Ci y. Sec •etaiy APPROVED:
et,
Cain. Mayor THE
CITY OF A11I1a
TEAS
1
flit
EXHIBIT 1
SHERLEY FARMS DEVELOPMENT AGREEMENT
This Sherlev Farms Development Agreement (tills "Avreement") is entered into by and
between the CITY OF ANTTA, TEXAS. a Texas holne-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 Nvitli 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'-,: and
R HEREAS, the City is a home-mle municipality of the State of Texas: and
HEREAS. 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 (tile
ProRertv''): and
WHEREAS. the Property is located Nvithin the extraterritorial jurisdiction (the "ETT") of
the City. and
WHEREAS. it is intended that the Property. which is depicted in Exhibit B. be developed
to contain single-family lionies of various sizes, toivrillonles, inulti-family. commercial and other
mixed -use development constructed over multiple phases and is to be known and referred to as
Slierley Farms" (tile "Project"'). as generally depicted on the Illustrative Layout (as defined
lierein). which is attached hereto as Exhibit C. which niav 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 050
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 voluntaiv petition for annexation of the Property: and
HEREAS. the Parties intend for the City to provide water and sewer seiN ice 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 arran?einents that will enable Developers to do the following in accordance with the
SHERLEY FARMS DEVELOPMENT AGREEMENT PAGE 1136741781t".19
procedures and requirements of the PID Act and this Agreement: (a) fitnd 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 Xvhiclh
reimbursement will be installment payments from Assessments Nvithin 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
fift<T percent (509a) of the C'ity's ad valorem tax increment. less collection and administrative costs. attributable
to the TIRZ. based on tile C'ity's tat rate each year and as authorized by law, for a period
of up to forty (40) years: (a) for property located in a Single-Fainily Subzone (as defined herein)
to offset or pay a portion of any Assessment levied on assessed parcels Nvitlhin the PID for the
costs of Authorized Improvements that qualify as TIRZ Projects under the TIRZ Act and (b) for
proper' located in a Commercial Subzone. to the extent such property is not subject to Assessments
or all ad valoreill tax lllcrelllellt generated oil a particular parcel III the Commercial Subzone
is not needed to offset Assessments. to fund a Chapter 380 Grant as described Therein: aIld 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 Nvith
the PID Act. and all of the C'ity's administrative costs associated with the TIRZ will be funded from
the TIRZ Revenue in accordance with tile 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.
tile Parties desire and intend for the design. funding. construction, and installation
of the Public Infrastilucture to occur in a phased manner over the Term of this Agreement
and that Developers will dedicate to and the Cite 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 HERE
AS, 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: (1) adopt a Service and Assessment Plan. (11) adopt an Assessment Ordinance (
to pay for a specified portion of the PID Projects and approved by the City Engineer or
Ills 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 S 3100.000,000 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'136741781t-.19
HEREAS, the Developers understand and acknowledge that acceptance of this
Agr-eeilient is not all exaction or a concession demanded by the City but rather is all Undertaking
of Developers' voluntary design to ensure consistency. quality. and adequate infrastructure that
will benefit development of the Property-, and
WHEREAS, folloNvinQ annexation of the Propert-,'. the City intends to consider zoning any portion
of the Property in tile corporate limits as a planned development district and the Parties acknowledge
that the Property may be developed and used in accordance with this Aareerinent. and
HEREAS,
the City recognizes the positive impact the Public Infrastructure will brine 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 AIMEREAS.
as the Property is in the City's ETJ on the Effective Date of this Agreeient. the
Parties intend that tills Agreement is a development agreement as provided for by state lacy 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
tills Agreement Under Section 212.171(b-1). said section being incorporated herein as if set
forth In full: NONV.
THEREFORE. in consideration of the mutual covenants contained herein, the Parties
hereby agree as follows: SECTION
2 DEFINITION
S Certain
terms used in tills Agreement are defined in this Section 2.Other terms used in this Agreement
are defined in the recitals or in other sections of tills Agreement. finless the context requires
othenvise. the following terms shall have the ineanings hereinafter set forth: 2050
Comprehensive Plan means the Anna 2050 Comprehensive Plan and applicable provisions
of the Anna 2M Parks Master Plan adopted by the City Council oil 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 rile 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
FAR -MS DEVELOPMENT AGREEMENT PAGE 3136-41781v.19
Assessments) means the special assessments levied oil the Property pursuant to the PID
Act on a Phase -by -Phase basis. under one or more Assessment Ordinances adopted on a Phase-
bv-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 levvina one or more Assessments).
Authorized Improvements means the PID Projects and all on- and off -site public water.
selyer, drainaae, and roadway facilities. rights- of-t1'ay. 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 Nv111 be fiilly
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 Ilnprovement(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, eonsti-uctioin, 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 Cit<T agrees to provide a Chapter 380 Grant 1)ursuatlt 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.
Ciri, 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 F.A.RMS DEVELOPMENT AGREE-MENT PAGE 4136741781V.19
provided. however, that as it relates to Public Infrastructure for any given Phase. the applicable
construction standards (including. without limitation, uniforms building codes) shall be those that
the City has duly adopted at the time of the filing of all application for a preliminary plat for that
Phase unless construction has not commenced within two years of approval of such prellinillaly
plat in which case the construction standards shall be those that the City has duly adopted at the
time that construction eonlinemces. except that to the extent there is a conflict between the C'
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 Citv 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 lblanager.
City PID Fee means the per single -fierily -residential -lot fee to be paid to the City ill
accordance with the established City PID Policy as of the Effective Date and in accordance with
Section ?1 hereof.
Citv PID Policy means the City of Anna Public Ilmprovement District Policy_ approved by
the City Council on June ? 1. 2020 via Resolution No. 2020-06-747.
CM. Regulations mean City Code provisions. ordinances. design standards (Including but
not limited to the Citv 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 Infrastruucture 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 tulle of the filing of all application for a prelinlnlary
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 dilly
adopted at the time that constriction conlinences, except that to the extent there is a conflict
between the City Regulations and the PD. the PD shall control. The terns does not include Part:
Fees. which shall be waived on the Property in accordance with this Agreement.
Concept Plan means the intended conceptual plan for each Please of the Pro ect as inay_ be
approved by the City in accordance with Section -5.7 in which case it shall fitly supersede and
replace the Illustrative Layout.
Cost Underruns means actual PID Projects Costs that are less than the Budgeted Costs set
firth in the SAP.
Developer meads. Nvllen 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 ONvner as the context requires.
Developer Continuing Disclosure Agreement means any continuing disclosure agreement
SHERLEY FARMS DEVELOPMENT AGREE-MENT PAGE 5136-41-SIV.19
of either of the Developers executed contemporaneously with the issuance and sale of PID Bonds.
Developer Improvement Account means each construuction fiend account created under an
Indenture. if any, funded by either of the Developers. and used to pay for portions of the
aCCllllsltlon. 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 Please -by -Please
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 Aareenlent and the C'ity'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-
Nvav 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
faltlily 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 selved 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 Nvith respect to and single-
family residential portion of the Project. which shall privately function as a homeoxvllers
association for the Project.
Home Buver Disclosure Program means the disclosure provisions relating to property
located in public improvement districts set forth in Chapter > 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 Lavout 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 39-5 and as defined therein.
Improverilent Account of the Project Fund means the construction fiend account created
SHERLEY FAR\IS DEVELOP-MENT AGREEIIENT
PAGE 6136741781N'.19
under a particular Indenture, funded by the PID Bond Proceeds, and used to pay or reimburse for
certain portions of the constriction or acquisition of the PID Projects.
Indenture means a trust indenture by and between the C itv and a trustee bank under which
PID Bonds are issued and hinds 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 Please for which
Assessments have been levied as established by publicly available data from the Collin Central
Appraisal District. (11) 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 tinder construction. (ill) in "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 Cite by a qualified independent third party (tivllich party may be the
Administrator or a licensed appraiser) certifying on all individual lot type basis. the value of each
lot in the particular Phase. as applicable, for Nvllich such Assessments have been levied based on
either (x) the average gross sales price (which is the gross amount including escalations and
reimbursements duce 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 all entim' of 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 Aareenient (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.
Please 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 ? 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 iinproveinent 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 7136741781"%-.19
PID Act means Chapter 372, Texas Local Government Code. as amended.
PID Bond(s) means assessment revenue bonds. but not Reftuiding Bonds. issued by tile
City pursuant to the PID Act to finance the PID Projects.
PID Bond Proceeds means the fiends generated from the sale of the PID Bonds.
PID Documents means. but not limited to. collectively, tile PID Resolution. the SAP. and
the Assessment Ordinance(s).
PID Financial Stullnlary means tile document attached to this Agreelllent as Exhibit K.
which sunullarizes financial data related to tile 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.
4
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 tilde
to time.
Public Infrastructure means all water. wastewater sewer. detention and drainage.. roadway.
park and trail. and other infrastructure necessary to seine the full development of the Project an&'or
to be constructed by Developers and dedicated to tile City tinder this Agreement. The term includes
the PID Projects.
Real Property Records means the official land recordings of the Collin County Clerk's
0Rice.
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 tluougll the PID Bond Proceeds or Assessments for
tile respective Phase.
SHERLEY FARMS DEVELOPMENT AGREEMENT PAGE 8136-417S1t-.19
School Site cleans a tract of land of up to tell (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 Aiwa 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 «-itllin the boundaries
of the PID leaving terms. provisions. and findings approved by the City. as required by the PID
Act and this Aareenient.
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 collectivel- the TIRZ Project and Finance Plan. the TIRZ
ordinance. and the TIRZ participation agreements) with other taxing entities. if applicable.
TIRZ Fund(s) means the filnd(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 tile Property. and to levy the Assessments. For each Phase of development. the City
will prepare and approve a preliminary Sell -ice and Assessment Plan (or amended Sell -ice 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 fmdlllas that
the PID Projects confer a special benefit oil the Property, the City Council shall consider an
Assessment Ordinance for the applicable Please 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 creatnla a contractual obligation that controls. valves. or supplants
the City Council's legislative discretion or functions.
3? 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 ASsesslilent(s) on all land ONN7lied
by the applicable Developer and (b) cause covenants nlmiing 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 FAR\IS DEVELOP-MENT AGREE\LENT PAGE 9136'41 51'.19
successor developers and owners of all or ally part of such Please of the Project to pay the
Assessments. with applicable interest and penalties thereon. as and «'Neil due and pavable
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 nlay 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 Hoene Buyer
Disclosure Program.
SECTION 4
AT-THORIZED IMPROVEMENTS, PID PROJECTS, Al\TD PUBLIC
I\ FRASTRUCTLTRE
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 Nyith 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 llilllting the foregoing. and oil a Please -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 NN th 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 othel-Nvise expressly set
forth in this Agreement. the Authorized Inlprovenlents and all other Public Infrastructure required
for the development of the Property shall be constructed and inspected in accordance with this
Agreelllent. the City Regulations, and any other go-v'erning body or entity Nvith jurisdiction over
the Public Infrastructure. Tile Developers agree to cause all Public Infrastruucture to be constructed
in a good and workmanlike planner. Upon request, the Cite- 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 throuah Assessments are legally exempt from competitive
bidding requirements pursuant to tile Texas Local Government Code. The Parties acknowledge
that. as of the Effective Date. the constriction contracts for the construction of Authorized
Improvements have not been awarded and contract prices have not yet been determined. Before
entering into anv construction contract for the construction of all or any part of the Public
Infrastructuure. the applicable Developer's engineer shall prepare. or cause the preparat1011 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.
SHERLES' EAR\1I, DEVELOPMENT _AGREEMENT PAGE 10136741781-%'.19
c) Ownership. All of the Authorized Improvements and Public Infrastructure
shall be owned by the City upon acceptance of their by the City. Subject to Section 5.20. the
Developers agree to take any action reasonably required by the City to transfer of otherwise
dedicate or ensure the dedication of easements or property for the Authorized Improvements and
Public Infrastructure to tile 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 fiend 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 lightina, street slgnage, 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 tier designee. The applicable Developer
shall cause the installation of such improvements within all applicable time fraruies in accordance
with the City Regulations unless otherwise approved herein. Tile 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 ills leer 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 NvInch includes such Public Infrastructuure.
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 anv 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 hull 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.> 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. Tile
C'ity's inspections shall not release Developers from their responsibility to constrict. or ensure the
constriction of adequate Authorized Improvements and Public Infrastructure with respect to their
owned portions of the Property in accordance Nvith approved engineering plans, construction plans.
and other approved plans related to development of the Proper . 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'
SHERLEI` FARMS DEVELOPMENT AGREE-NIENT PAGE 111367 41', 81i".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. Tile applicable Developer or its contractor(s) shall acquire and maintain.
during the period of time Nvlien 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 Infrastructuure 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 S1.000,000.00. Such
insurance shall also cover any and all claims Nvhicli might arise out of the Public Infrastructure
construction contracts. whether by the applicable Developer, a contractor. subcontractor. material
man. or otheiivise. 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..NI. 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 tine 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 tine cancellation. non -renewal or modification of the
same, the City shall receive written notice of such cancellation, rlon-renewal of modification.
SECTION 5
ADDITIONAL OBLIGATIONS AND AGREEMENTS
1 Wastewater Sanitary Sewer Facilities.
a) Tellus Obligations. Tellus is responsible for the design. installation, and
construction of the Nvasteivater/ sanitary sewer improvements necessary to serve the Property as generally
depicted on Exhibit F-1 (tile -Major Sewer Iinnprovennents"), 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 tine construction of same and shall be constructed in accordance
with the Exhibit F-3 (the "Sewer Improvements Schedule"). Subject to the C'ityy's obligations
under Section *;.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 Cite'. Tire maxlinluinn
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 tine 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 tine Major Sewer Improvemennts. 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 Nvorkitanlike mariner all oil -site waste,
Neater/sanitar-y sewer improvements necessary to serve each Phase of tine Project owned by such
Developer prior to the recordation of the final plat covering such Phase: provided that the SHERLEY
FAR\rS DEVELOPMENT AGREEMENT PAGE 12136741781N".19
applicable Developer may submit the final plat for anv Phase prior to the installation of such
Improvements if it obtains approval for and executes ,in improvement agTreenient and provides
adequate security theI'efor in accordance Nvith the City's Subdivision Regulations.
c) Cite Constructed Sever Infrastructure. The City will constrict the sewer
improvements shown on Exhibit F-2 (tile "Cite Constructed Sewer Infrastructure"). Design work.
construction start. and construction completion of the City Constructed Sewer Infrastructure shall
be in accordance with the billing shown on Exhibit F-3 (the -Sever Improvements Schedule").
Tile City may make adjustments to the Scope of the City Constructed Sewer Infrastructure shown
in Exhibit F-2 and provide ail updated timeline for construction of such revised Cite Constructed
Infrastructure (the "Revised City Constructed Sever Infrastructure"). subject to the review and
approval by the City Engineer. if the City delivers to Developers (1) engineering studies reviewed
and approved by the City Engineer sho\ynlg- that such Revised City ConStirleted Sewer
Infrastruucture (a) does not negatively impact the ability of tile Project to flow its sewer downstream
and (b) provides for access to sewer seiN, ices consistent with the schedule set forth Exhibit F-3 oil
the Effective Date. and (11) an updated schedule for construction of such Revised City Constructed
Sewer Infrastriucture reflecting access to an equivalent number of ESFCs for each Phase of
development slro\vir in a manner consistent with the timing shown on Exhibit F-3 on the Effective
Date. After delivery of the foregoing. any such clianaes shall constitute all ailleiiduient to Exhibit
F_2 and Exhibit F-3 upon the delivery of a written instrument signed by the City Manager
approving sable to the other Parties hereto. and thereafter references to "City Constructed Sewer
Infrastructure'" herein shall be deemed to refer to such Revised Citv Constructed Sewer
Infrastructure.
Any adjustments solely to the timing of available capacity provided by the City
Constricted 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 Constricted 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) tire 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 5.121 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 constrict 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 seii ices are being provided. The
expected location of the "Proposed Regional Lift Station" is the northeast corner, quadrant
SHERLEY FARMS DEVELOPMENT AGREE\IENT PAGE 13136731781i".19
of the fiiture intersection of FM 45 5 and the collector road illustrated on Exhibit F-1. Any
altematiN,e 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
11) the City agrees that it shall not withdraw any City PID Fees collected for the particular
Phase until the City has completed the City Constricted Sewer Infrastructure for such
Phase in a manner to permanently provide sewage service for such Phase without any pump
and haul sell ices described in (1). above.
5.2 Water Facilities.
a) Developers' General Obligations. Developers are responsible for design.
installation. and construction of tile 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?(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
Inlmovenlents") 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 Tile design of
water improvements shall be approved by tile City in advance of tile construction of same. Subject
to tile City's obligations under Section -?0. 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 inaxilllurn width of the required easement shall not exceed 2.5 times the depth of the -,eater
line. Tile locations of said easements or other property interests shall be approved by the City
Engineer or his/leer designee as part of the platting process. Tellus' costs of obtalilllla 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 tile issuance of the 25Oth certificate of occupancy for the Project.
b) Titling of Developers' Obligations. Except as otherwise provided herein.
the applicable Developer shall complete in a good and lvorkrnanlil e Inanner all on -site water
improvements necessary" to ser'\-e each Phase oftlle Project owned by such Developer prior to the
recordation of the final plat covering such Phase. provided that tine applicable Developer may
submit the final plat for any Phase prior to the installation of such improvements if it obtains
approval for and executes all Improvement agreement and proyldeS adequate SeCllrlty therefor nil
accordance with the City's Subdivision Regulations.
c) Major Water Iillprovelnents. Tellus will construct tile Major Water
Improvements each as depicted on Exhibit G. The Major Water Improvements shall be
constructed in the size shown oil Exhibit G or such dimensions as inutually agreed to by the City
Engineer and Tellus at the time of construction of the Major Water Improvements and shall be
01,7ersized as Mutually agreed to by the City Engineer and Tellus at the time of construction of the
Major Water Improvements. Tile City will reimburse Tellus for the costs of the Major Water
Improvements through the Eligible Infrastructure Grant.
SHERLEY FARMS DEVELOPMENT AGREE\IE1T PAGE 14136-41'81v.19
Water and Wastewater Semces: Ownership of Water and Waste t-ater
Infrastructure.
a) The City represents and confirms that it currently has and reasonably
expects to continue to !lave 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 ? 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 CAN.,
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
tinges 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. roles. policies. standards. and orders of any governmental entity with
jurisdiction over same.
4 RoadNvav 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) Tinging 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 1111provenrents 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 iinprovenlent 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 15136741781N".19
c) DrainageDetention Infrastructure. The Developers shall have firll responsibility
foe' designing. installing, and constnictirna the drainage/detention infrastructure that will
serve their applicable portions of the Property and the cost thereof and said infrastructure shall be
designed and constnreted in accordance with applicable City Regulations. \Neither Developer shall
be responsible for the design. installation or constructions of drainage/detention Infrastructure unless
located on that Developer's property and a Developer play not construct drainage/detention infrastructure
with a material impact on the other Developer's property Nvithout 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 tvorkinanlike 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 all 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 unprovenlents 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 constrtict 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
111 Wl'itirng. 5.
5 Infrastructure Oversizina. The Developers shall not be required to construct or Rind
any Public Infr'astructuure 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.
fiends from the TIRZ that the City- is obligated to utilize for this Project wilder Section 7_
1. Assessments, or the Eligible Infrastructure Grant. In the event either of the Developers is required
by the City to constrict 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 oversizina 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 tinder 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 Infrastluctuire. 6
Mandatory HOA and POA. If a Please includes single family residential, then Developers
will create, in a manner acceptable to tine City, an HOA, which HOA. whether one or more.
shall be required to levy and collect from home oNvners «-ithin the PID HOA fees (annually. quarterly
or monthly) in an amount calculated to maintain the open spaces. parks, conlrinon areas. hike
and bike trails located in coninion areas. portions of which trails and parks will be open to the public.
right-of-way irrigation systems, raised medians and other right-of-vvay landscaping. and SHERLEY
FARMS DEVELOP.1rENT AGREENrENT PAGE 16136741781\'.19
screening Avalls within the PID. C'oi11r11on areas including but not limited to screening.
landscaping. gardens. entrances to the Property and right-ofway 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 conllllercial or multifamily development with open space. collullon
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 sinale-family residential in such POA.
5.7 Illustrative Layout: Concept Plan.
a) Tile Illustrative Layout illustrates the approved development layout for the
Property but has not been engineered and does not represent tile filial design that NN'lll be approved
through the final platting process. Prior to approval of the Zoning. the Developers may revise the
Illustrative Layout through all administrative approval. provided tilt number of residential lots
shoNvil oil the Illustrative Layout does not iIcrease by greater tllall tell percent ( 10%). the numbers
of residential lots in each category shown on tile Illustrative Layout does not increase by Treater
than ten percent (10%'). and the amount of open space shown oil the Illustrative Layout does not
decrease by greater than ten percent (10%). Nothing in tills paragraph shall preclude Developers
from applynla directly to the City Council for approval of any Illustrative Layout revisions.
including revisions greater tllall the percentages listed herein. If the Developers submit a revised
Illustrative Layout as provided by this section and the City Manager or Ills leer designee determines
that the Illustrative Layout should be administratively approved. the City Manager or Ills or her
designee shall cause tile revised Illustrative Layout to be attached to the official version of tills
Agreement oil 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 tile zoning process identified in
Section 9.1 and the Concept Plan. once approved by the City. shall be deemed to full`- supersede
and replace tile Illustrative Layout for all purposes. Revisions to the Concept Plan that is part of
approval of zoning inay be subsequently revised with approval by the City Council and/or the
Plannina and Zoning Commission through the normal zoning process.
c) If the Developers subinit a Concept Plan as provided by tills section and the
City Manager or his/her designee determines that the Concept Plan should be administratively
approved. the City. Manager or Ills 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 iIl the Project as described In (a) and (b) below.
a) Tellus shall be required to construct the following three (3) amenities:
SHERLEY FAR -Is DEVELOP-MENT AGREEMENT PAGE 1'136741781N'.19
1) An amenity, center located in Phase 1 (tile "Please 1 Amenity,
Center") on a illiiilillum 2 -acre site containing all amenity, center building of at least
4.000 sf air conditioned square feet which call be split between multiple buildings. a
nlinilniiin 3.500 sf -size swinuninQ pool which can be split betNveen multiple pools.
bathrooms, a playground and all open recreation area. which amenitycenter shall coninience
construction prior to the 250th blinding 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 constriction prior to the 1.750 building permit and shall
be completed within eighteen (18) illonths of commencement: 3)
A working farm -style amenity center Ivith operational farming facilities (
the "Farm Ainenitv'). Tellus will continence constriction of the first phase of the
Farm Amenity prior to the 600th building permit and shall complete constriction of the
first phase within eighteen (18) months of conlinencenient. The Faun Amenity shall be
solely owned. operated and maintained by Tellus. a Tellus controlled entity or the HOA.
Tile Farni Amenity will include a minununi five (5) -acre prograiluued 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. constriction, maintenance. and operation
of certain amenities in the Project. Tellus shall be required to constrict four (4) of the following
nine (9) amenities (shell four (4) amenities. together with the three required amenities in
this section, collectively. the "Community Amenities-): 1)
playground (2-5 years of age): 11)
playground (5-8 years of age): Ili)
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: vie)
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 Conununity Amenities. which are proi'lded as examples but are
not binding on Tellus. are included on Exhibit I. To the extent that any Conullunity Amenities inav
be included as PID Projects pursuant to the PID Act. the City inay. at the C'itv's sole discretion.
accept dedication of such Community Amenities, and such Community Amenities play be
maintained by the City or the HOA. as applicable. To the extent any Community Amenities are SHERLEY
FARMS DEVELOPMENT AGREENIENT PAGE 18136741781N'.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 constrict the Farm
Annenity 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. ,,yitli respect to open space.
the applicable Developer shall dedicate tiie open space applicable to such Phase as slimvn 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 rmijeure. For any Phase that is
developed Nvithout Developer timely causing such Trails and Open Space Acreage to be
constricted 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 Agreenient. 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 oil Zone III and Zone IV (as identified on the Illustrative
Layout). Any dedication of Trail and Open Space Acreage under tills 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 tile rates in
effect at the tillie of submission of an application for a building perillit. Tile 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
Slnerlev Farins Impact Fee Account") to facilitate the payinent of the Eligible Infi•astlucture Grant
described in Section 7.3 Hereof.
b) To The extent that the Eligible Infrastructure is not currently included nil the
Citv's CIP. the City agrees to take all necessary steps to include Eligible Infrastruccture. along with
any additional Authorized Improvements that may reasonably quality' as Capital Improvements.
in the C'ity's C'IP. 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) «Tllen requested by Anna Independent School District (-_Anna ISD"). Tellus
shall convey or dedicate the School Site to Alma 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 FAR\IS DEVELOPMENT AGREEMENT PAGE 19136"41781v.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 III construction of all elevated water storage tank. The elevated storage tank site (the
Elevated Storage Tagil: Site") shall be in a location in utually 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 convey_ ance of such Elevated Storage Tank- Site shall
be reimbursable through the Eligible Infrastructure Grant.
c) Notwithstanding subsection (b). above. if the CIt' 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) contigluous 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
zonina to govern the use of electromagnetic transmission equipment within the Property.
5.12 Withholding of Buildina Permits. Etc. The City shall not be required to issue ally
building permits or certificates of occupancy or provide utilities for airy 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 ilecessaiv to serve such applicable portion of the Property with utility. fire safety
i.e.. paving complete and water systenlihydrants 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
slllzle-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 xvithllold 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 shoNvil on Exhibit F-2 is complete and pump and haul
service is being provided pursuant to Section 5.1 of this Aareenient.
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 (tile "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 (tile "Zoning
SHERLEY FAR -MS DEVELOPMENT AGREEMENT PAGE 201367417SIN-.19
Ordinance"):
c) City Code. Article 9.05. in effect oil the Effective Date (tile " 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 tile event of conflicts) (tile "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 (tile
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 aiven Phase of the Project —notwithstanding any provision of this
Agreement —the applicable constriction standards (including. \without limitation. the Bulldlllg
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 a (Building Regulations). Chapter 6 (Fire Prevention and Protection).
Chapter 9 (Planning and Dewelopnlent Regulations). Chapter 122 (Utilities) and Appendix A (Fez
Schedule) of the City Code in effect on the Effective Date.
The Governina 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 hind (including but not limited to any
moratorium adopted by the City) apply to the Ilse of development of the Property to the extent
such regulations or requirements are in conflict with the Govermila 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. NN'llen 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 desian standards. In the event of
SHERLEY FARMS DEVELOPMENT AGREEMENT PAGE 21136741781N'.19
anv conflict between the Development Standards and the Zoning Ordinance. Sian 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.
Slap 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
alnendinent to this Agreement. In the event of a conflict between the Governing Regulations and
the City Regulations. tile Governing Regulations shall control. In the event of ail), conflict between
tills Agreement and any other ordinance, rule, regulation, standard. policy. order. gtuideline or other
City -adopted or City,' -enforced requirement. whether existing on the Effective Date or hereinafter
adopted. unless othelN-,-ise agreed by the Parties, this Agreement shall control. In the event of ally
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
Developillent 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),
S.16 Plias' . The Property may be developed in phases and the applicable Developer
frost submit the appropriate plat(s) for each Phase, and. if permitted udder 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 Aaree111ent 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 am 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 tile 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. serN ants or employees, it being the intent of the Parties that approval by the City Engineer
or llis.+'her designee signifies approval on only the general design concept of the improvements to
be constructed.
5.19 Agricultural Exemption. The City aclnoxvledges that some or all of the Property
may now have or may, in the f ture have all agricultural. tllllber. of 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 conmienced to a degree that would trigger a change in use
tax exemption under state law. notwithstanding ail), waiver of such exemption for other political
subdivisions or public entities.
SHERLEY FARMS DEVELOP)IE\T _AGREEMENT PAGE 22136741781ti".19
5.210 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 coinngercially reasonable
efforts to obtain all third -pare- 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 o\viler of such property to purchase the needed
easements and right-of-\yay. 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 C'ity's power
of eminent domain. Tile City shall requestand order ally appraisal required in connection with the applicable
Developer's (if requested by such Developer) or the C'ity's acquisition of such third - applicablerights-
of-ivay. consents. or easements as described in the preceding two sentences. and the applicable
Developer shall pay the costs of such appraisal. Tile applicable Developer shall be responsible
for funding, all reasonable and necessary legal proceeding litigation costs. attorneys fees
and related expenses, and appraiser and expert witness fees (collectively. "Eminent Domain Fees")
actually incurred by the City in the exercise of its eininent domain powers that for any reason
are not funded by the PID Bond Proceeds and shall escrow with a inutuually agreed upon escrow
agent the C'ity's reasonably estimated Eminent Domain Fees both in advance of the initiation
of each eminent domain proceeding and as fiends are needed by the City. Provided that the
escrow fund remains appropriately handed 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 Dolnaill Fees
exceed tile amount of funds escrowed in accordance with this paragraph. the applicable Developer
shall deposit additional hinds as requested by the City into the escrow account Nyithirl 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 6oyernngental authority of the City. and the City reserves the right. at all tinges. 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. 1
Pavnlent 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 fill amount of the City PID Fee (the City
PID Fee Account") for a particular Phase of Developgllent 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 301h 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 Please of Developilient 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 frill amount in the Citv PID Fee Account and utilize same for any
municipal purpose. Tile City PID Fee shall be calculated in accordance \vitll the City PID SHERLEY
FARMS DEVELOPMENT AGREE\[ENT PAGE 23136741781t".19
Policy and shall be based upon the number of single-family residential lots included NvIthin the
applicable Phase of Development that are being assessed. For the avoidance of doubt. the " sinale-
fanlily residential lot" shall include any to«'11110111e (tN'lletller 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
59,o) of the total number of single-family detached lots projected to be within the Proiect to one
or more Institutional Investors that intend to own and rent or lease single-family residences within
the Proiect.
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 tile Developers may request issuance of PID Bonds by filing with the City a list of the
PID Projects within their property to be funded NN th 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 filled the costs of the C'ity'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 tile following conditions:
a) Tile 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 Nvitll
contlnume disclosure, compliance wltll federal tax 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 S 100,000,000.
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.
SHERLET FAR\IS DEVELOP_ME\I AGREEMENT PAGE 24136741781N-.19
t) 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 oil all tales. assessments. fees and
obligations to the City including without limitation payment of Assessments.
11) The applicable Developer is not in material default under this Agreement or
any other agreement with the City.
1) No outstanding PID Bonds are in default and no reserve fluids 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 Nvithheld.
conditioned or delayed upon presentation of a certificate in compliance with the applicable
Indelnture.
k) The PID Projects to be financed by the PID Bonds have been or Neill be
constructed according to the approved Development Standards imposed by this Agreement
lncludlllg without limitation any, applicable Governinz ReGulations and/or City
Re6ulations.
1) The maximum maturity for each issuance of PID Bonds shall not exceed 30
fiscal years from the date of delivery thereof.
111) The final immaturity 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 constricted
and to the extent PID Bond Proceeds are insufficient to fund such PID Projects Cost. plus
private Posts to reach final lot completion. the City may require the applicable Developer
to. at time of closing the PID Bonds. provide evidence of (1) available funds to the
applicable Developer or any corporate parent of the applicable Developer and made
available to the Developer. (11) evidence of financial security from a Lender (as defined
herein) of loan fiinds 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
aareelnent; or any combination of (1). (h) or (III) in the discretion of the applicable
Developer. If the applicable Developer provides evidence of available hinds 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 ally up -front cash deposit to fiend
SHERLE17 FAR-11-S DEVELOPME\T AGREEMENT PiGE 25136741781N-.19
the applicable PID Projects not otherwise fiunded through the applicable series of PID
Bonds.
p) No information regarding the City, including without limitation financial
information. shall be included in anv 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 developlllellt Of tllelr polrtloll 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 tat equivalent rate for the annual installments of the Assessments
shall not exceed S 135 per S 100.00 of taxable assessed valuation prior to application of the
TIRZ Revenue (ivllich 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 all Assessment Ordinance iyuthout the ilecessivy 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 C'iry, 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 sllall 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 swinulling
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 anv PID Bonds. The applicable Developer agrees, represents. and warrants
5HERLEY FARMS DEVELOP\IE\T AGREEIIENT PAGE 261367417811.19
that any information provided by the applicable Developer for inclusion ill a disclosure document
for an issue of PID Bonds will not, to the applicable Developer's actual knowledge. contain ally
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 Nvllich
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 Taff Certificate. If. in connection with the issuance of the PID Bonds. the City is
required to deliver a certificate as to tat 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 oil 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 f1111ds 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 tat -exempt status of the interest payable on the PID Bonds for federal
income tat purposes.
SECTION 7
TAX INC.REIIENT 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 inay be divided
into zones or subzones for each Phase of development and may be divided into subzones for single-
residential development, which single-family development inav include toiyrlllonle or other
attached residential product (a - Single-Failllly Subzone") and for property containing mixed use
development, which mixed use development may include commercial. multi-fanlily or retail
development and the like (a "Commercial Subzone"). Tile base vear of any subzone of the TIRZ
shall be the vear in which the subzone is created. The City agrees to use fifty percent (500/0) 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 (1) first, to
pay the Administrative Expenses for the TIRZ and (11) 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 Iulproveinents 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 AGREE]IENT PAGE 27136741781N".19
AQreelnent with the Owner for the Chapter 380 Grant related to the Commercial Subzone upon
terms mutually agreeable to the O-,yner and the City and consistent with this Agreement. The Cite
shall take steps to consider and adopt or approve the TIRZ Documents. including the Project and
Finance Plan, necessary to effectulate this Section 7. Any amount of tile TIRZ Increment that is not
required to be used as set forth in this paragraph may be used by the C *, for any municipal
purpose.
7.2 TIRZ Funds. The Tax Increment obtained from the TIRZ subzorles 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 (tile "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 all 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 true C'ity'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
10.
SECTION 8
PAY-MENT AND REINIBI?RSEIIENT OF PID PROJECTS
8.1 Payment of Costs of PID Projects. The Parties understand that PID Bond Proceeds
andior 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 andior 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 folloivina acceptance by the City. Such
reimbursement will be Governed by the terms of the Reimbursement Agreement to be entered into
between tile applicable Developer and the City for the applicable Phase.
8? Improvement Account of true Project Fund and Developer Improvement Account.
Tile Improvement Accounts of the Project Fund and the Developer Improvement Account shall be
administered and controlled by the City and fiends 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.
S.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 tkle Project Fund and the
Developer Improvement Account (a "'.Cost Overrun"), the applicable Developer shall be solely
responsible for the Cost Overrun. except as provided Ili Section 8.4.
SHERLEY FARMS DEVELOPMENT ?OGRE£\LENT PAGE ?8136741781N".19
8.4 Cost Underpin. If. upon the completion of construction of all 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 ari amendment
to the SAP. Prior to the completion of all of the PID Prjeets witlriri an improvement category, as listed
in the applicable SAP and the PID, fiinds available from an improvement category may, be used
as Cost Uliderruns and applied to another Improvement category without approval of the City.
If. upon completion of the PID Projects in any improvement category. there are fields 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 A1
TNE1TION Ai iD POST -ANNEX INIATTERS9.
1 Annexation. a)
Annexation. Within sixty (60) days alter the Effective Date of this Agreement.
Owner. Tellus (to the extent Tellus owns any portion of the ProperM ). and any other llwner(
s) of any part of the Property shall submit a voluntal. irrevocable petition for annexation of
the Property to the City in compliance tvitll 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 necessaiy 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 Jylth 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 la-w.. 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 tivitli applicable
statutory requirements, take all steps necessary to complete the annexation of the Property
immnediately 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 (tire -PD Zoning").
The Parties agree that the Illustrative Layout attached hereto as Exhibit C. the Development .
Standards attached hereto as Exhibit D. together Nvith 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—Nvithin 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 SHERLFY
FARMS DEVELOP-MENT AGREE_IIENT PAGE 29136741751N".19
than the PD Zoning without the consent of Oxvner and Tellus. then Oxvner and Tellus shall each
have the right to (1) petition for disannexation of their applicable portion of the Property upon
written request delivered to the City, or (11) 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 (1) or (11). and upon receipt of a request or notice
delivered pursuant to (1) or (11). 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 anv
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 ON\-ller 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 Citv
provides notice within forty-five (4-3) 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 Utilitv District. In the event that (i)
the City defaults under (a) or (b) of this Section 9.1 or (11) PID Bonds for a particular Phase of the
Project are not issued as a result of any act of ollllssion of the CAN% including the C'ity'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—
disarinex 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 tinder iteln (11) of this Section
9.1(e) within thirty (30) days of the filing of the disalulexation 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 Cite
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 agenev with
jurisdiction (a "MUD on the portion of the Property dlsannexed pursuant to this paragraph arid.
upon such notice. the City shall be deemed to have consented to the formation of the MUD with
no filrther action of the City or City Council required-, provided that the City shall take any
necessary steps or provide any documents necessary to evide-ice the Clty'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 NIUD. If PID Bonds have been issued for prior Phases of the PID or assessments been
levied, those Phases shall remain within tile limits of City. For the avoidance of doubt and notxyithstanding
the foregoing or any other provision of this Agreement. this paragraph shall not apply
with respect to a failure under item (11) above and disannexation shall not be required with respect
to item (11) above in the event that PID Bonds fora 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).
W. (o), (q), (r). and (Nv) 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 tinder tills paragraph.
SHERLEY
FAR\Is DEVELOP\IE\T AGREE\IE\T PAGE 30136-417SIN-.19
d) Survival. In the event Oxvner or Tellus terminates this Agreement Nvith
respect to a portion of t11e 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 inununity to fixture involuntaiN, 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 sen-ices 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 riot 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 hilly 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 tinder 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 deternnined based on the
Mature of the alleged failure. but in no event more than thirty (30) day=s (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 tinder this Agreement if. within the applicable cure period. the Party to wlloin the
notice was given begins performance and thereafter diligently and continuously pursues
performance until the alleged failure has been cured. ' ot-Xvitlistanding the foregoing. however. a
Party shall be in default of its obligation to snake any payment required under this Agreement if
such payment is not made Nvitllin 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 part_y's obligations under tills 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 all assignment of Tellus' rights and obligations
tinder 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 perforill under this Agreemeint and this Agreement
will terminate. If tills Agreement is terminated tinder tills 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 Citn- 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 FAR\IS DEVELOPMENT AGREEMENT PAGE 311367417811".19
Section 1 U. ; shall survive the termination of this Agreement.
SECTION 11
ASSIGNMENT; EN C'EMBRANCE
11.1 Assigninent. Tills 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
OvIth respect to any portion of the Properi 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 C'ity's consent
to such asslglu lent shall not be unreasonably shall not be unreasonably vN.-itlllield. conditioned. or
delayed. Under no circumstances shall any part of tills Agreement be assigned to all Institutional
Investor. NotNvithstanding 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 tills
Agreelllent in whole or in part to (1) 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 wllicll the Owner or Tellus or any principal of the Owner or
Tellus retains an ownership interest of at least fifty-one percent (> 1 ° o). any subsidiary of the ON"-ner
or Tellus. or any entity_ that is under common control with or controlled by the ONvner or Tellus.
or (iii) any lien holder on the Property,. An assignee shall be considered a "Party- for the purposes
of this Agreement. Each assiailment 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 O-vyner or Tellus. as applicable. from any
liability that resulted from an act or oinission by such Party that occurred prior to the effective date
of the asslgninent unless the City approves tile release in writing. The Owner and Tellus shall
maintain Nvritten records of all asslaninents made by the Owner or Tellus. respectively. to
assignees. including a copy of cacti executed assignment and. upon tyritteil 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 Partv's sale. assi-innlent. 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 tills Agreement. « ith 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 ONNller of land within the
PID or upon obtaining all 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 Aareeillent and all related documents to the extent of said oNvilership
or oNynersliip interest.
11.3 Third Party Beneficiaries. Except as otheiiNrise 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 FAR\IS DEVELOP\IE T AGREEMENT PAGE 32136741781'%".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: (1) the
Owner must provide written notice to the City to the extent required Under Section 11.1: (11) said
notice must describe the extent to which any rights or benefits under this Agreement will be sold,
assigned. transferred. or otherwise convened: ( .ill.. ) said notice must state the name. mailing address.
telephone contact information, and, if knoNvii. einail address. of the person(s) that will acquire any
rights or benefits as a result of any such sale. asslarnnent. transfer or other conveyance: and (iv)
Bald 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
tile sale. asslannient. 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: (e) reflect the final intent of the Parties with regard to the stut1jeet matter of this
Agreement, and (d) are fully incorporated into this Agreement for all purposes. In the event it
becomes necessai-v to interpret any provision of this Agreement. the intent of the Parties, as
evidenced by the recitals. sliall 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:
y
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 Mature 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:
sHERLET FAR\h DEVELOP-MENT AGRELMENT PAGE 33136741781-%".19
e) nothing contained in this Agreement shall be construed as creating or
intended to create a contractual obligation that controls. «wives, or supplants the City Council's
legislative discretion or filnetioils «'ith respect to any inatters not specifically_ addressed in this
Agreement; and
0 this Agreement is a development a4greement under Section 212.172. Texas
Local Government Code.
12.3 Binding Obligations. This Aareelnent and all amendments thereto and assignments
hereof shall be recorded in the Real Property Records. This Agreement binds and constitutes a
covenant 111nning 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.E Consideration. This Aareenlent is executed by the Parties hereto without coercion
of duress and for substantial consideration. the sufficlency of which is hereby acknowledged.
12.6 Term. Unless otherwise extended by mutual agreement of Tile Parties. the term of
this Agreement shall be until the later of (1) thirty (30) years froin the Effective Date or (11) the
filial maturity of PID Bonds sold in accordance with this Aareenlent (the "Original Terni"). Upon
expiration of tile Original Teriii. 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 OWE -ER.
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. E<1PERT WITNESS FEES. CONSULTANT
FEES. AND OTHER COSTS. ARISING OUT OF THE NEGLIGENC'E OR OTHER
US OR O-NER. INCLUDING THE NEGLIGENCEOFWRONGFULCONDUCTOFTELL
ITS RESPECTI`T EMPLOYEES. CONTRACTORS. SUBCONTRACTORS. MATERIAL
MEN. A\TD:'OR AGENTS. N CONNECTION WITH THE DESIGN OR CONSTRUCTION OF
ANY PUBLIC INFRASTRUCTURE. STRUCTURES. OR OTHER FACILITIES OR
IMPROVEMENTS THAT ARE REQUIRED OR PERMITTED UNDER THIS AGREEMENT
SHERLET FAR\IS DEVELOPMENT AGREEMENT PAGE 341367417811'.19
TOGETHER. "C'LAIMS"); PROVIDED THAT SUCH INDEMNIFICATION SHALL BE
SEVERAL AND PROVIDED BY THE OWNER AND TELLUS SOLELY FOR THE
RESPECTIVE PUBLIC INFRASTRUCTURE INSTALLED BY EACH AND N NO EVENT
SHALL THE OWNER BE REQUIRED TO INDEMNIFY TELLUS FOR CLAIMS MADE
UNDER THIS AGREEMENT: AND IT IS EXPRESSLY 17NDERSTOOD THAT SL-CH
CL AI US SILkLL. EXCEPT AS MODIFIED BELOW. INC'L17DE CLA MS EVEN IF
CAUSED BY THE CITY'S ON1N CONCURRENT NEGLIGENCE S17BJECT TO THE
TERMS OF THIS SECTION. TELLUS AND OWNER SHALL NOT, HOWEN'ER, BE
REQUIRED TO INDEMNIFY THE CITY AGAINST CLAIMS C At-SED 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 ONN"NER'S
RESPECTIVE INDE-INITY OBLIGATION WILL BE LIMITED TO A FRACTION OF THE
TOTAL. CLAIMS EQUIVALENT TO TELLUS' OR OVNER'S, AS APPLICABLE. OW
PERCENTAGE OF RESPONSIBILITY. TELLtTS AND OWNER. RESPECTIN'ELZ'.
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 N THE PROPERTY OWNED BY THE OV- ER OR TELLUS. AS APPLICABLE.
PRIOR TO THE EFFECTIVE DATE «'HO HAS NOT SIGNED THIS AGREE_N4ENT IF SUCH
CLAIMS RELATE INT ANY MANNER OR ARISE INCONNECTIONWITH: (1) THE C'ITY'S
RELIANCE UPON TELLUS' OR OWNER'S RESPECTIVE REPRESENTATIONS IN THIS
AGREEMENT; (2) THIS AGREEMENT OR O NWERSHIP OF THE PROPERTY: OR (3) THE
CITY'S APPROVAL OF ANY TYPE OF DEVELOPTkIENT APPLICATION OR SUBMISSION
NVITH RESPECT TO THE PROPERTY; PROVIDED THAT THE NDEMNIFY PROVIDED
BY THE OWNTER 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 sliall the City have any control over or
chargeisupeiNdsion of Tellus' or Owner's design. construction. installation or other \vork 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 Pavee 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 sliall be the notice address applicable
to such party set forth in Section 12.1O. Any Party to receive such payinents remittance inav
change the name of the payee and/or address by delivering written notice to the City desigilatilg
a new payee and/or address or throughl all assignnient 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 sliall be deemed to have been received (1) 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 (11) 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
SHERLEIFARMS DEVELOP-MENT _AGREEMENT PAGE 351,167417811.19
sender sent the email) unless the sender receives all automated Message that the eniall has not beell
delivered. Any, such notice sliall be addressed as follo« s:
To the Cite: City of Anna. Texas
Attn: Cit, Manager
120 «' . Th Street
Alula. Texas 75409
E-mail: rllenderson(n.annatexas.Qo-,'
NA11th a copy to: IN"olfe. Tidwell & McCoy. LLP
Attn: Clark McCoy
2591 Dallas Parknvay. Suite 300
Frisco. Texas 75034
E-mail: cincco,(CL vvtnilaw.net
And to: McCall. Parkhurst & Horton L.L.P.
Attn: Rodolfo Segura Jr
717 'North Harwood. Suite 900
Dallas. Texas 75201
E-mail: rseatlraC mplllegal. coin To
Tellus: Tellus Texas III. LLC Attn:
Andre Ferrari 5301
Headquarters Dr.. Suite 120 Plano.
Texas 75024 E-
mail: aferrari(tellusgroupllc.conl With
copies to: Locke Lord Attn:
Drew Slone 2200
Ross Ave.. Suite 2500 Dallas.
Texas 75201 E-
mail: dsloneC lockelord.conl Brad
Holdbrook Hanes
and Boone 2501
N. Harwood Street. Suite 2300 Dallas.
TX 75201 E-
mail: brad.11oldbrook(d:hayliesboone.eoln Chris
Shriek 5301
Headquarters Dr.. Suite 120 Plano.
Texas 75024 E-
mail: csilnek(ci tellusaroupllc.coln 3HERLEY
FAR\1S DEVELOP-MENT AGREEMENT PAGE 36136741781N'.19
To Owner: Sherley Farnis. LP
Attn: Tasha Escoto
P.O. Box 6069
McKinney. Texas 75071
E-nail: taslna' stierleypartnersltd.conn
With a copy to: Tobin Swope
Winstead PC'
2728 N. HarNvood. Suite 500
Dallas. Texas 75201
E-hail: tswopeC4-N,,,instead.com
Any Party may change its address or addresses for delivery of notice by delivering ivritten 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 S 100.00 fee plus all reasonable
costs incurred by the City in providing the certificate described in this section. the City Manager.
or liis'ller designee will. in hisiller official capacity and to liis her reasonable knowledge and belief.
execute a written estoppel certificate identifying any obligations of the respective Owner tinder
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. tine provision will be interpreted
fairly and reasonably and neither more strongly for nor against any Party. regardless of Nylnich 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 belialf of the City has
been duly authorized to do so. Tile 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 tills Agreement is
binding upon such Party and is enforceable against such Party. in accordance with its terms and
conditions. '
12.15 Limited Waiver of hinniunity. Tile 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 inlay have (including. but not limited to.
11n niunitNy from suit and inununity to liability) to the extent. but only to the extent. that a waiver is
SHERLEY FAR\IS DEVELOPMENT AGREE\IE\T PAGE 371367417811,-.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 Nvaiver contained herein shall not waive any
immunities that the City nlav have with respect to claims of iqjury to persons or property. wliich
claims shall be subject to all of their respective immunities and to the provisions of the Texas Tort
Claims Act. Further. the waiver of inlnilunit-,r herein is not enforceable by any party not a Party to
tills Agreement.
12.16 Amendment: SeverabilitN-. This Agreement shall not be modified or amended
except in writing signed by the Parties: provided that anv amendment relating to a distinct portion
of the Property may be signed solely by the oNviner 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 Agreeillent. (b) the unenforceable provision shall. to the extent possible and upon
mutual agreement of the Parties, be rewritten to be enforceable and to glve effect to the intent of
the Parties: and (c) the remainder of this Agreement shall reinain In full force and effect and shall
be interpreted to give effect to the intent of the Parties.
12.17 Applicable Law: Venue. This Aureeinent 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 brouallt 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 deenied a waiver thereof, and the Party
sliall have the right at any tiille 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 Parer of any term or condition of this Agreement shall be deemed or
construed to be a waiver of any other terill or condition or subsequent \valyer of the same terill of
condition.
12.19 Force Majeur-e. Each Party sliall use Qood faith. due diligence and reasonable care
in the performance of its respective obligations under this Agreement. and time sliall be of the
essence in such perforillance: 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
sliall 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. sliall 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 ni,- jeure and resume full performance at the earliest
possible tiille. The teen "force majeure" sliall include events or circumstances that are not withill
the reasonable control of the Party whose performance is suspended and that could not have been
avoided by such Partv 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: (1) the extent to
which the force majeure event or circumstance continues to prevent the Party's performance; (ii)
SHERLEY FAR -MS DEVELOPMENT AGREEMENT PAGE 381347417811-.19
all of the measures being employed to regain the ability to hull* perform: and (111) the protected
date upon which the Party will be able to resume full performance.
12.20 Statutoiy 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 iii 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. S 230.405. and exists to make a profit. Liability for breach of any such
verification durina 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 Aareenient.
notwithstanding anvthing in this Agreement to the contrary.
a. Not a Sanctioned Compan-, 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 22 2.153 or Section
2270.0201. Government Code. The foregoing representation excludes any Representing
Party and each of its parent company. wholly- or lilajority-owned subsidiaries, and other
affiliates, if anv, that the United States government has affirmatively declared to be
excluded from its federal sanctions regime relating to Sudan of Iran or anv federal sanctions
realise relat111a to a foreign terrorist oreaniZatlon.
b. No Boycott of Israel. Each Representing Party respectively hereby verifies
that It and its parent company.. wholly- or inajority-owned subsidiaries, and other affiliates.
if any. do not boycott Israel and «'ill 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 mcjority-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 durina the term of this
Agreement. As Used in the foregoing verification. "discriminate against a flreariil entity or
firearm trade association" has the ineaning provided in Section 2274.001(3 ). Goveriunent
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 2276.0010 ).
Goverment 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 FAR\IS DEVELOP-MENT _AGREEMENT PAGE 391367117811'.19
purposes of Section 2252.908 of the Texas Government Code in the execution of this Agreement
generated by the Texas Ethics Commission's (tile "TEC") electronic filing application in
accordance with the provisions of Section 2252.908 of the Texas Goveriullent Code and the Miles
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 22-52.908 of the Texas Government Code. and the City agrees to acknowledge such
form with the TEC through its electronic tiling 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 nlfonnatlon ldentlfyin(2 the City and the contract identification Number. neither the City nor its
consultants are responsible for the information contained in the Fornl 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 sliall be deenied an original and constitute one and the same instrument.
12.23 Exhibits. The followlilg exhibits are attached to this AQreenient 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 Ilnprovelneuits and Budgeted Costs
Exhibit F-1 Ma_jor Server Improvements
Exhibit F-2 City Constructed Sewer Improvements
Exhibit F-3 Sewer hiuprovements Schedule
Exhibit G Major'V titer 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 FOLLONN-']
SHERLEY FARMS DEVELOPMENT _AGREEMENT PAGE 40136741781N".19
EXECIT,TED BY THE PARTIES TO BE EFFECTIVE ON THE EFFECTIVE DATE:
CITY OF ANT\A, TEXAS
11,
u
Bv:
Name: Pete Cain
Title: Mavor
Date: - III
STATE OF TEXAS
COUNTY OF COLLIN
This instillment Nvas acl no«-ledaed before me on this fT day of December 2024. by Pete
Cain. Mayor of the City of Alma. Texas. on behalf of said City.
CARRIE L. LAND
p PPY PG9(
Notary Public, State of Texas ,
s"..'rc Comm. Expires 02-04-2027
Notary ID 11419404 Iotan- uNic. S ate of T xas
SEAL]
Approved as to form:
Clark McCoy. City Attorney
Development Agreement Siallature PaQel36741781y.19
NNA E R:
SlIERITA PARTNERS, LTD.,
a'I"Cxas limited partnership
a'Texas limited liability company. its
General I'miner
I3v.
1 rsii :scotO, its manaaer
STA-IT OFT X
COI1NTY ()It N'U"
This instrument was acknowledged bcfirrc me, on this day ol' Deccmher. 2024. by
Tasha I•'scoto, in her capacity as manager of"I"I ` hericy LL.C. a Iexas limited Iiahility company
in its Capacity as -encral partner oi'sherlCY Partners, l.td., on behali'ol'said limited partnership.
ISEALI
I ot, of T€ —is
racy 1.` 1: ,1273pr>1
C.
r
Notary Publi4, State of -texas
Development Agreement Signature Page
TELLUS:
TELLUS TEXAS III, LLC,
a Texas limited liability company
By: Tellus-Anna, LLC, a Texas limited
liability company and manager of Tellus
Texas III, LLC
By.
Zx-oeel'
Y
David Blom, Manager
STATE OF TEXAS
COUNTY OF Ce 11*1 ^
This instrument was acknowledged before me, on the this %2- day of December, 2024, by
David Blom, manager of Tellus-Anna, LLC, in its capacity as manger of Tellus Texas III, LLC,
on behalf of said limited liability company.
COURTNEY L. DUNCAN
SEAL] 'tPa °`'e '- Notary Public, State of Texas
N :?•P Comm. Expires 01-24-2027 N tary ublic, State of Texas
Notary ID 134162993
Development Agreement Signature Page 136741781v.18
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
Exhibit C
Illustrative Layout
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 IBSF-14.5 100’
C SF-12.0 90’
A Minimum of 6% of
total lots in Zone IDSF-10.5 80’
E SF-8.4 70’
F SF-7.2 60’ A Maximum of 60% of
total lots in Zone IGSF-6.0 50’
H MD 40 40’
A Maximum of 30% of
total lots in Zone IIMDSingle-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 (-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
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
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
Exhibit F-2
City Constructed Sewer Improvements
Exhibit F-3
Sewer Improvements Schedule
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
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 J - TRAILS AND OPEN SPACE IMPROVEMENTS
SHERLEY FARMS
CITY OF ANNA, COLLIN COUNTY, TEXAS
G. MORRISON SURVEY ~ ABSTRACT NO. 559
DECEMBER OF2024LOCATIONMAP / 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.
Exhibit K
PID Bonds Financial Summary
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