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HomeMy WebLinkAboutRes 2020-06-733 Subdivision Improvement Agreement with MM Anna 325, LLC (Sherley Tract) RECORDEDIPLO 03:36,05 PN RL 11112 CITY OF ANNA, TEXAS 0 RESOLUTION NO.-,y�(o-'j,, A RESOLUTION OF THE CITY OF ANNA, TEXAS APPROVING SHERLEY TRACT SUBDIVISION IMPROVEMENT AGREEMENT WHEREAS, the City of Anna, Texas (the "City") and BFB ANA 40 Acres, LLC, a Texas limited liability company and MM Anna 325, LLC, a Texas limited liability company desire to enter into a Subdivision Improvement Agreement (the "Agreement") to provide for the creation of a Public Improvement District under Chapter 372 of the Texas Local Government Code and to establish a Tax Increment Reinvestment Zone under Chapter 311 of the Texas Tax Code and to address the financing and construction of certain public improvements in connection with the construction of the Sherley Tract that shall include 322.839 total acres of land containing both residential and commercial development; and, WHEREAS, the City Council of the City of Anna, Texas ("City Council") finds that approval of the Agreement will benefit the City and is in the best interests of the citizens of Anna; NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ANNA, TEXAS, THAT: Section 1. Recitals Incorporated. The recitals above are incorporated herein as if set forth in full for all purposes. Section 2. Approval of Agreement. The City Council hereby approves the Sherley Tract Subdivision Improvement Agreement attached hereto as Exhibit 1, and authorizes, ratifies and approves the Mayor's execution of same. The Mayor and/or City Manager are hereby authorized to execute all documents and to take all other actions necessary to finalize, act under, and enforce this Agreement. PASSED AND APPROVED by the City Council of the City of Anna, Texas, on this the 9t" day of June 2020. ATTEST: C ; Carrie L. Land, City Secretary ' *.• •• ....•S rEX APPROVED: Nate Pike, Mayor CITY OF ANNA, TEXAS RESOLUTION NO. PAGE 1 OF 1 Z SHERLEY TRACT SUBDIVISION IMPROVEMENT AGREEMENT This Sherley Tract Subdivision Improvement Agreement (this "Agreement") is entered into between the CITY OF ANNA, TEXAS, (the "City"), BFB ANA 40 Acres, LLC, a Texas limited liability company (the "In -City Property Owner"), and MM Anna 325, LLC, a Texas limited liability company ("Developer"), to be effective on June 9, 2020 (the "Effective Date"). ARTICLE I RECITALS WHEREAS, certain terms used in these recitals are defined in Article II; and WHEREAS, the In -City Property Owner, the Developer, and the City are sometimes collectively referenced in this Agreement as the "Parties," or, each individually, as "Party"; and WHEREAS, the City is a home -rule municipality of the State of Texas; and WHEREAS, the Developer owns approximately 290.877 acres of real property located within the extraterritorial jurisdiction (the "ETJ") of the City (the "PID Property"), and the In -City Property Owner owns approximately 31.962 acres of real property located within the city limits of the City (the "In -City Property" and together with the PID Property, the "Property"), and which Property is described by metes and bounds and depicted on Exhibit A-1; and WHEREAS, the In -City Property shall be a commercial/retail/multifainily development and is described by metes and bounds and depicted on Exhibit A-2; and WHEREAS, the PID Property shall be a residential development including single-family homes, townhouses, and senior independent living homes, and is described by metes and bounds and depicted on Exhibit A-3; and WHEREAS, the PID Property is located within the ETJ of the City and not within the ETJ or corporate limit of any other municipality, and in Collin County, Texas (the "County"); and WHEREAS, the Developer and the City desire to have the PID Property annexed into the City's corporate boundaries and provide the City with greater regulatory powers and controls over the development of the PID Property as set forth in this Agreement; and WHEREAS, the Developer intends to file a voluntary petition for annexation of the PID Property at least 60 days before of the issuance of the first series of PID Bonds, and the City will act upon the annexation petition upon or promptly after the sale of the first PID Bonds; and WHEREAS, this Agreement shall be effective upon passage of this Agreement and before the annexation of the PID Property into the City; and WHEREAS, Developer desires and intends to construct and/or make financial contributions to certain on -site and/or off -site public improvements to serve the development of the PID Property ("Authorized Improvements"), which Authorized Improvements are generally identified in Exhibit B; and SHERLEY TRACT SUBDIVISION IMPROVEMENT AGREEMENT PAGE I WHEREAS, in consideration of the Developer's agreements contained herein to accomplish the high -quality development of the Property envisioned by the Parties and to provide financing for the Authorized Improvements, the City intends to exercise its powers to create a PID to be coterminous with the PID Property in accordance with the PID Act, and to create one or more TIRZ for phases of residential development of the PID Property in accordance with the TIRZ Act; and WHEREAS, the Developer plans to develop the Property as an urban multi -use master planned development upon the execution of this Agreement and subsequent issuance of PID Bonds by the City for the payment of certain costs for the construction and acquisition of certain public improvements to benefit the PID Property, and for the repayment to Developer for certain costs advanced for the construction and acquisition of certain public improvements to benefit the PID Property as set forth in this Agreement; and WHEREAS, the Developer intends for the design, construction and installation of the Authorized Improvements to occur in a phased manner and to dedicate all such Authorized Improvements to the City for use and maintenance, subject to approval of the plans and inspection of the Authorized Improvements in accordance with this Agreement and the City Regulations, and contingent upon the issuance of PID Bonds for partial or total financing of such Authorized Improvements; and WHEREAS, the Developer and the City estimate that the cost of the Authorized Improvements are estimated to be $32,000,000.00; and WHEREAS, the City recognizes the positive impact that the construction and installation of the Authorized Improvements for the PID will bring to the City and will promote state and local economic development; to stimulate business and commercial activity in the municipality; for the development and diversification of the economy of the state; development and expansion of commerce in the state; and elimination of employment or underemployinent in the state; and WHEREAS, the City recognizes that financing of the Authorized Improvements confers a special benefit to the PID Property within the PID; and WHEREAS, in consideration of the Developer's agreements contained herein, the City shall exercise its powers under the PID Act, to provide financing arrangements that will enable the Developer to do the following in accordance with the procedures and requirements of the PID Act and this Agreement: (a) fund or be reimbursed for a specified portion of the costs of the Authorized Improvements using the proceeds of PID Bonds; or (b) obtain reimbursement for the specified portion of the costs of the Authorized Improvements, the source of which reimbursement will be installment payments from Assessments within the PID Property, provided that such reimbursements shall be subordinate to the payment of PID Bonds and Administrative Expenses; and WHEREAS, the City, subject to the consent and approval of the City Council, and in accordance with the terms of this Agreement and all legal requirements, including but not limited to the Indenture, intends to: (i) adopt a Service and Assessment Plan; (ii) adopt an Assessment Ordinance (to pay for a specified portion of the Budgeted Cost(s) shown on Exhibit B and approved by the City's Director of Public Works or his designee and the costs associated with the administration SHERLEY TRACT SUBDIVISION IMPROVEMENT AGREEMENT PAGE 2 of the PID and the issuance of the PID Bonds); and (iii) issue, in multiple series, up to $32,000,000.00 in the principal amount of PID Bonds for the purpose of financing a specified portion of the costs of the Authorized Improvements and paying associated costs as described herein; and WHEREAS, the City shall use reasonable efforts to issue PID Bonds periodically up to a maximum principal amount of $32,000,000.00, in multiple series, to finance the Authorized Improvements in accordance with the Service and Assessment Plan; and WHEREAS, prior to the sale of the first PID Bond issue: (a) the City Council shall have approved and adopted the PID Resolution, a Service and Assessment Plan and an Assessment Ordinance (collectively, the "PID Documents"); (b) the City shall have reviewed and approved the Horne Buyer Disclosure Program; (c) owners of the PID Property constituting all of the acreage in the PID at the time of the issuance of the first PID Bonds shall have executed a Landowner Agreement (as defined in Article 1I, herein); and (d) the Developer shall have delivered a fully executed copy of the Landowner Agreement(s) to the City; and WHEREAS, the Parties agree that the Authorized Improvements are also improvements that qualify as projects under Texas Tax Code Chapter 311, as amended; and WHEREAS, as soon as is practicable and prior to the first PID Bond issue, in consideration of the Developer's agreements contained herein, the Parties shall use best efforts to have agreed to the final form of the following documents (collectively, the "TIRZ Documents"), which will enable the Developer to be reimbursed for a specified portion of TIRZ eligible reimbursement costs for the first phase of development of the PID Property: (a) a TIRZ Project and Finance plan; (b) a TIRZ Ordinance; and (c) an ordinance approving the final TIRZ Project and Finance plan required by the TIRZ Act; and WHEREAS, prior to the authorization of the first Bond issue, the City Council intends to have approved a TIRZ Ordinance and to have created a TIRZ to be cotenninous with the first phase of development within the PID Property; and WHEREAS, the Parties intend for the City to create an additional TIRZ for each subsequent phase of development on the PID Property; and WHEREAS, in consideration of the Developer's agreements contained herein, the City intends to exercise its powers under the TIRZ Act to create one or more TIRZ and intends to adopt, approve, and execute the TIRZ Documents for each TIRZ created on the PID Property to dedicate up to fifty percent (50%) of the City's collected ad valorem tax increment based on the City's ad valorem tax rate in effect on the date of the establishment of each TIRZ to off -set or pay a portion of any Assessments levied on the PID Property for the costs of Authorized Improvements for a period of up to thirty-one (31) years after each TIRZ is created or until the cumulative total amount of TIRZ Increment placed into the TIRZ Funds for each TIRZ not to exceed a total of $14,751,553, whichever comes first, paid in accordance with each TIRZ Project and Finance Plan and the SAP; and SHERLEY TRACT SUBDIVISION IMPROVEMENT AGREEMENT PAGE 3 WHEREAS, all of the City's Administrative Expenses associated with each TIRZ will be paid in accordance with the TIRZ Act, and the City will not be responsible for payment of such costs; and WHEREAS, to the extent funds must be advanced to pay for any costs associated with the creation of the PID, each TIRZ, the issuance of PID Bonds or the preparation of documentation related thereto, including any costs incurred by the City and its consultants and advisors (excluding the fees associated with closing the PID Bonds), the Developer shall be responsible for advancing such funds, shall have a right to reimbursement for certain funds advanced from the proceeds of PID Bonds, Assessment revenues or TIRZ Increments, and the City will not be responsible for such reimbursement or the payment of such costs from any other sources of funds; and WHEREAS, unless expressly set forth to the contrary in this Agreement, it is the Parties' mutual intent that this Agreement shall supersede City Regulations only to the extent that City Regulations directly conflict with the terms of this Agreement; and WHEREAS, Developer understands and acknowledges that the obligations undertaken under this Agreement are primarily for the benefit of the Property; and WHEREAS, Developer understands and acknowledges that acceptance of this Agreement is not an exaction or a concession demanded by the City but rather is an undertaking of Developer's voluntary design to ensure consistency, quality, and adequate infrastructure that will benefit Developer's development of the Property; and WHEREAS, it is the intent of the Parties that the Property will be developed substantially in compliance with an agreed upon concept plan (the "Concept Plan"), which is attached hereto as Exhibit C, and which may be revised as set forth in this Agreement and in accordance with applicable City Regulations and the development standards set forth in certain proposed planned development zoning standards ("Development Standards"), which Development Standards are attached hereto as Exhibit D; and WHEREAS, the Parties intend for the City to approve any revisions to the Concept Plan as a condition to the recording of a final plat in the Land Recordings of the Collin County Clerk's Office for the first (1 st) phase of the Development; and WHEREAS, immediately following annexation of the PID Property, the City intends to consider zoning the PID Property as a planned development district and the Parties acknowledge that the Property may be developed and used in accordance with this Agreement notwithstanding any zoning of the PID Property in conflict with this Agreement; and WHEREAS, as the PID Property is within the City's ETJ on the Effective Date, the Parties have the authority to enter into this Agreement pursuant to Section 212.171 et seq of the Texas Local Govenunent Code; and WHEREAS, the Parties intend that this Agreement is a development agreement as provided for by state law in Section 212.171 et seq of the Texas Local Govenunent Code; and SHERLEY TRACT SUBDIVISION IMPROVEMENT AGREEMENT PAGE 4 WHEREAS, this Agreement shall constitute a "pennit" under Chapter 245 of the Texas Local Government Code and as allowed pursuant to Section 212.172(g) of the Texas Local Govenunent Code; and NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties agree as follows: ARTICLE II DEFINITIONS Unless the context requires otherwise, the following terns shall have the meanings hereinafter set forth: Administrative Expenses shall include, without limitation, expenses incurred by the City in the establishment, administration, and operation of the PID and each TIRZ. Amenity Center means the lot and improvements required under this Agreement to be constructed by the Developer and maintained by the HOA that shall include amenities including a clubhouse with fitness center with weight room and cardiovascular equipment, a kitchen, a meeting area, and restrooms; swimming pool; children's pool; playground with seating; ornamental metal fencing; and landscape planting beds; all consistent with the Amenity Center Concept Plan and the minimum standards as set forth in Exhibit C-1. Arterial "Rosamond Parkway" Roadway Improvements mean the Major Improvements to Arterial "Rosamond Parkway" as described and depicted in further detail in Exhibit E-1 and in accordance with design/construction plans to be approved by the City. Assessment means the assessment levied by the City Council pursuant to the Assessment Ordinance, to pay for a specific portion of the Budgeted Cost. Assessment Ordinance means the ordinance approved by the City Council which levies assessments on the PID Property in accordance with the PID Act to pay for a specified portion of the costs of the Authorized Improvements set forth in the Service and Assessment Plan as well as the costs associated with the issuance of the PID Bonds that provide a special benefit to the PID Property. Assessment Roll means the Assessment Roll attached to the Service and Assessment Plan or any other Assessment Roll in an amendment or supplement to the Service and Assessment Plan or in an annual updated to the Service and Assessment Plan, showing the total amount of the Assessment against each parcel assessed under the Service and Assessment Plan related to the Authorized Improvements. Authorized Improvements means water, sewer, drainage, and roadway facilities needed to serve the PID Property and to be constructed by the Developer or by or on behalf of the City and to be owned and maintained by the City, including but not limited to certain off -site improvements, as identified in Exhibit B. SHERLEY TRACT SUBDIVISION IMPROVEMENT AGREEMENT PAGE 5 Authorized Improvement Costs means the actual costs of design, engineering, construction, and inspection of the Authorized Improvements. Bond Ordinance means and refers to an ordinance adopted by the City Council that authorizes and approves the issuance and sale of the PID Bonds. Bond Security means Assessments levied against the PID Property by the City. Budgeted Cost with respect to any given Authorized hmprovement means the estimated cost of such improvement as set forth in Exhibit B. City means the City of Anna, a home rule municipality located in Collin County, Texas. City Code means the Anna City Code of Ordinances and all of its provisions and regulations or standards adopted by reference in said Code in effect on the Effective Date; provided, however, that as it relates to Public Infrastructure for any given phase, the applicable construction standards (including, without limitation, uniform building codes) shall be those that the City has duly adopted at the time of the filing of an application for a preliminary plat for that phase unless construction has not commenced within two years of approval of such preliminary plat in which case the construction standards shall be those that the City has duly adopted at the time that construction commences, except that to the extent there is a conflict between the City Code and the Development Standards, the Development Standards shall control. City Council means the City Council of the City. City Manage means the current or acting City Manager of the City of Anna or a person designated to act on behalf of the City Manager if the designation is in writing and signed by the current or acting City Manager. City PID Fee means a fee of $3,400 per residential lot to be paid by the Developer to the City upon the closing of PID Bonds for each phase of the Development and which shall be calculated based on the number of residential lots in such phase of the Development in accordance with Section 3.3. City Regulations mean City Code provisions, ordinances, design standards (including but not limited to the City's Neighborhood Design Standards and the Development Standards), unifonn codes, policies, requirements, limitations, restrictions, and other regulations (including but not limited to all fees and land dedications applicable to the Development) duly adopted by the City and in effect on the Effective Date; provided, however, that as it relates to Public Infrastructure for any given phase, the applicable construction standards (including, without limitation, unifonn building codes) shall be those that the City has duly adopted at the time of the filing of an application for a preliminary plat for that phase unless construction has not commenced within two years of approval of such preliminary plat in which case the construction standards shall be those that the City has duly adopted at the time that construction commences, except that to the extent there is a conflict between the City Regulations and the Development Standards, the Development Standards shall control. SHERLEY TRACT SUBDIVISION IMPROVEMENT AGREEMENT PAGE 6 Collector ` E-W" Roadway Improvements mean the Major Improvements to Collector ` E-W" as described and depicted in further detail in Exhibit E-1 and in accordance with design/construction plans to be approved by the City. Collector "N-S" Roadway Improvements mean the Major Improvements to Collector "N-S" as described and depicted in further detail in Exhibit E-1 and in accordance with design/construction plans to be approved by the City. Collector "Shady Brook Trail" Roadway Improvements mean the Major Improvements to Collector "Shady Brook Trail" as described and depicted in further detail in Exhibit E-1 and in accordance with design/construction plans to be approved by the City. Collector "Standridge Parkway" Roadway Improvements mean the Major Improvements to Collector "Standridge Parkway" as described and depicted in further detail in Exhibit E-1 and in accordance with design construction plans to be approved by the City. Construction Cost means the costs actually paid for Public Infrastructure related to engineering, design, pennitting, construction, inspection, testing, and off -site, third -party property/easement acquisitions; however, the cost of off -site, third -party property/easement acquisitions shall be limited to the fair -market value of any property/easement acquired, plus any damages to the remainder, all as detennined by a Licensed Appraiser selected by the City, and Eminent Domain Fees. Developer means MM Anna 325, LLC, a Texas limited liability company, and its successors and assigns. Development means the new development on the Property that is the subject of this Agreement. Development Standards mean the design and development standards for the Development as set forth in Exhibit D. Developer Cash Contribution means that portion of the Authorized Improvement Costs that the Developer is contributing to initially fund the Authorized Improvements. Effective Date means the date upon which the last of all of the Parties has approved and duly executed this Agreement. End Buyer means any Developer, developer, tenant, user, or owner of a Fully Developed and Improved Lot. Fully Developed and Improved Lot means any lot, regardless of proposed use, which is served by the Authorized Improvements and for which a final plat has been approved by the City and recorded in the real property records of Collin County. Home Buyer Disclosure Program means the disclosure program, administered by the PID Administrator as set forth in a document in the form of Exhibit F that establishes a mechanism to disclose to each End Buyer the terms and conditions under which their lot is burdened by the PID. SHERLEY TRACT SUBDIVISION IMPROVEMENT AGREEMENT PAGE 7 Hurricane Creek Regional Trunk Sewer Improvements means a certain seginent of a regional sanitary sewer trunk line to be constructed by the City under this Agreement as generally depicted in Exhibit E-2. Improvement Account of the Project Fund means the construction fund account created under the Indenture used to pay for the construction or acquisition of the Authorized Improvements. Indenture means an indenture under which PID Bonds are issued. Landowner(s) means the Developer and additional owners of the PID Property. Landowner Agreement means the agreement, as set forth in a document in the form of Exhibit G of an owner of the PID Property consenting to the fonn and terns of the PID Documents. Major Improvements means the Authorized Improvements described and depicted on Exhibits E- 1, E-2, and E-3 which benefit all the PID Property within the PID. Maximun TIRZ Contribution means an amount estimated to be $14,751,553, which amount is subject to a TIRZ par amount of $6,638,200 plus interest and excluding TIRZ Administrative Expenses, and as may be adjusted in accordance with the model set forth in Exhibit H, and further defined in the Final Project and Finance Plan. Neighborhood Trails mean a system of neighborhood hike and bike trails funded and constructed by the Developer and maintained by the HOA as said trails are described and depicted in further detail in Exhibit C-2 and in accordance with design/construction plans to be approved by the City. Non -Benefited Property means parcels or lots that accrue no special benefit from the Authorized Improvements, including but not limited to property encumbered with a public utility easement that restricts the use of such property to such easement. Notice means any notice required or contemplated by this Agreement (or otherwise given in connection with this Agreement). PID means a public improvement district created by the City for the benefit of the PID Property pursuant to Chapter 372, Texas Local Govermnent Code, known as the Sherley Tract Public Improvement District. PID Act means Chapter 372, Texas Local Government Code, as amended. PID Administrator means an employee 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. PID Bond Proceeds means the funds generated from the sale of the PID Bonds. PID Bonds means the revenue bonds or other obligations secured solely by the Bond Security. SHERLEY TRACT SUBDIVISION IMPROVEMENT AGREEMENT PAGE 8 PID Resolution means the resolution adopted by the Council creating the PID. Property means the real property described by metes and bounds and depicted on Exhibit A-1. Public Infrastructure means all water, sewer, drainage, roadway and other public infrastructure necessary to serve the full development of the PID Property. Refunding Bonds means bonds issued pursuant to Section 372.027, Texas Local Governnent Code. Service and Assessment Plan "SAP" means the PID Service and Assessment Plan and any SAP Update, to be adopted by the City Council for the purpose of assessing allocated costs against property located within the boundaries of the PID having terms, provisions and findings approved and agreed to by the Developer and City, as required by the PID Act and this Agreement. TIRZ means a tax increment reinvestment zone the City intends to create for the benefit of the PID Property or a portion thereof pursuant to Chapter 311, Texas Tax Code. TIRZ Act means Chapter 311 of the Texas Tax Code, as amended. TIRZ Board means the board of directors of each TIRZ that will be established in accordance with the TIRZ Act. TIRZ Documents means the TIRZ project and finance plan and the TIRZ Ordinance relating to each TIRZ as determined by the City. TIRZ Fund means the fund set up by the City if the TIRZ is created, in order to receive the TIRZ funds in accordance with this Agreement, state law and the TIRZ Documents. TIRZ Increment means an amount currently estimated at 50% inclusive of the TIRZ administrative expenses, which actual percentage shall be determined at the sale of the series of PID Bonds for each respective phase of Development (such PID Bonds to include financing of Major Improvements for the PID Property in one or more series), of the ad valorem tax increment, as determined on a parcel by parcel basis each year under Section 311.012 of the Texas Tax Code, that is generated by the PID Property from ad valorem taxes levied and collected by the City for a term of thirty-one (31) years. TIRZ Ordinance means the City ordinance creating each TIRZ. TIRZ Project and Finance Plan means the project plan and finance plan that governs TIRZ operations. TIRZ Project(s) means any project composed of a certain portion of the Authorized Improvements, as described in Exhibit B to be undertaken by the PID, including costs to issue PID Bonds and pay for interest upon said PID Bonds, as applicable, as well as any TIRZ. Waterline Improvements means waterline improvements as described and depicted in further detail in Exhibit E-3 and in accordance with design/construction plans to be approved by the City. SHERLEY TRACT SUBDIVISION IMPROVEMENT AGREEMENT PAGE 9 ARTICLE III PUBLIC IMPROVEMENT DISTRICT 3.1 PID Creation and Lew of Assessments. The City shall use its best efforts to initiate and approve all necessary documents and ordinances required to effectuate this Agreement, to create the PID, and to levy the Assessments on the PID Property within the PID. The City will prepare and approve the Service and Assessment Plan providing for the levy of the Assessments on the PID Property. Promptly following preparation and approval of a Service and Assessment Plan acceptable to the Developer and the City and subject to City Council snaking findings that the Authorized Improvements confer a special benefit on the PID Property, the City Council shall consider an Assessment Ordinance. The Developer shall develop the PID Property consistent with the terms of this Agreement. Nothing contained in this Agreement, however, shall be construed as creating a contractual obligation that controls, waives, or supplants the City Council's legislative discretion or functions. 3.2 Acceptance of Assessments and Recordation of Covenants Running with the Land. Concurrently with the levy of the Assessment, the Developer shall approve and accept in writing the levy of the Assessment(s) on all land owned by the Developer and shall approve and accept in writing the Home Buyer Disclosure Program and shall cause to be recorded against the PID Property covenants running with the land that will bind any and all current and successor Developers and owners of the PID Property to: (i) pay the Assessments, with applicable interest and penalties thereon, as and when due and payable hereunder and that the purchasers of such land take their title subject to and expressly assume the terms and provisions of such assessments and the liens created thereby; and (ii) comply with the Home Buyer Disclosure Program. 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 immediately after approval by the City. 3.3 City PID Fee. The Developer shall pay to the City, simultaneously with the closing of each series of PID Bonds issued under this Agreement, the amount of the City PID Fee based upon the number of residential lots in the applicable phase of Development for which the PID Bonds are being issued. The aggregate amount of the City PID Fee shall not exceed $3,066,800 (902 residential lots multiplied by $3,400) and shall not be refundable for any reason. The City PID Fee shall not be reimbursable from Assessments or PID Bond Proceeds. The City PID Fee shall not be increased, decreased or discounted for any reason, including without limitation a change in the number of lots ultimately developed within the Development. ARTICLE IV AUTHORIZED IMPROVEMENTS 4.1 Authorized Improvements. Prior to the issuance of PID Bonds, the Budgeted Costs, Authorized Improvements and Authorized Improvement Cost are subject to change as may be agreed upon by Developer and the City and, if changed, shall be updated by the Developer and the City consistent with the Service and Assessment Plan and the PID Act. All approved final plats SHERLEY TRACT SUBDIVISION IMPROVEMENT AGREEMENT PAGE 10 within the Development shall include those Authorized Improvements located therein and the respective Authorized Improvement Costs shall be finalized before the applicable final plat is approved by the City Council. Without limiting the foregoing, and on a phase -by -phase basis, as applicable, Budgeted Costs, Authorized Improvement Costs, the timetable for installation of the Authorized hnprovelnents, and all other pertinent information and data will be reviewed at least annually by the Parties in an amival update of the Service and Assessment Plan adopted and approved by the City consistent with the requirements of Section 372.013(b) of the PID Act. 4.2 Construction Ownership, and Transfer of Authorized Improvements. (a) Contract Award. The Developer's engineers shall prepare, or cause the preparation of, and provide all contract specifications and necessary related documents. Certain portions of the Budgeted Cost(s) shall be paid from the proceeds of PID Bonds in accordance with the applicable Indenture. (b) Construction Standards and Inspection. The Authorized hnprovelnents and all other Public Infrastructure required for the development of the PID Property shall be constructed and inspected —and all fees applicable to the Development shall be paid by Developer —in accordance with applicable state law, City Regulations, the applicable Bond Ordinance and other development requirements, including those imposed by any other governing body or entity with jurisdiction over the Authorized Improvements. (c) Contract Letting. This Agreement and construction of the Authorized Improvements, including the TIRZ Projects, are anticipated to be exempt from competitive bidding pursuant to Texas Local Govermnent Code Section 252.022(a)(9) and 252.022(a)(11) based upon current cost estimates. However, in the event that the actual costs for the Authorized hmprovements do not meet the parameters for exemption from the competitive bid requirement, then either competitive bid or alternative delivery methods may be utilized by the City as allowed by law. The Parties acknowledge that the construction contracts for the construction of Authorized Improvements have not been awarded as of the Effective Date and contract prices have not yet been determined. Before entering into any construction contract for the construction of all or any part of the Authorized Improvements, the Parties agree as follows: (1) Developer's engineers shall prepare, or cause the preparation of, and submit to the City all contract specifications and necessary related documents, including but not limited to the proposed construction contract showing the negotiated total contract price and scope of work. (2) Developer shall submit all such documents along with a written notice of intention to let a construction contract at least 20 days in advance of the date that Developer intends to execute such contract. (3) Within 15 days after receipt of the written notice and associated documents, the City Manager may: (i) approve the amount of the contract price and provide written notice to the Developer that the Developer may execute the construction contract and provide a copy to the PID Administrator; or (ii) require that the SHERLEY TRACT SUBDIVISION IMPROVEMENT AGREEMENT PAGE I I contract be procured through competitive bidding or competitive sealed proposals ("Competitive Procurement") if the actual costs of the Authorized Improvements do not meet the parameters for exemption from the competitive bidding. If the City fails to notify the Developer within such 15-day period, the City shall be deemed to have approved the contract price and authorized the Developer to execute the construction contract. (4) In order to require Competitive Procurement, the City must provide the Developer with written notice of said requirement within 15 days of delivery to the City of the written notice as required under Section 4.2(c)(2), above. (5) If the City Manager requires Competitive Procurement, then the Developer must: (i) advertise for and award the contract in the same manner set forth for competitive sealed bids or competitive sealed proposals Local Government Code Chapter 252 as if the City were pursuing a public improvement contract subject to said Chapter 252 as approved by the City Manager; and (ii) supply the City with true and complete copies of all notices of bid/proposal requests and all bids/proposals subsequently received. (d) Ownership. All of the Authorized Improvements shall be owned by the City upon acceptance of them by the City. The Developer agrees to take any action reasonably required by the City to transfer or otherwise dedicate or ensure the dedication of, easements for the Authorized Improvements to the City and the public. (e) Operation and Maintenance. Upon inspection, approval, and acceptance of the Authorized Improvements, the City shall maintain and operate the accepted Authorized Improvements. (f) Applicability. Subsections (a)-(c), above, shall not apply to Public Infrastructure that the City is obligated to fund and construct under this Agreement, if any. (g) Water and Sewer Service. The City currently holds the certificates of convenience and necessity to provide retail water and sewer service to the Property. The Property will be served by the City. ARTICLE V ADDITIONAL OBLIGATIONS 5.1 Sanitar_y Sewer Facilities. Developer is responsible for funding and construction in a good and workmanlike manner of all sanitary sewer improvements required to serve the PID Property that are not constructed by the City under this Agreement. The City is responsible for the funding and construction of the Hurricane Creek Regional Trunk Sewer Project Improvements as shown on Exhibit E-2. The City is responsible for funding pump and haul sanitary sewer service for the Property as needed. Notwithstanding anything to the contrary in this Agreement, the City shall not withhold building pen -nits for any delay to the Developer caused by the City's failure to complete the Hurricane Creek Regional Trunk Sewer Project Improvements. SHERLEY TRACT SUBDIVISION IMPROVEMENT AGREEMENT PAGE 12 5.2 Water Facilities. Developer is responsible for the funding and construction in a good and workmanlike manner of all water improverents required to serve the PID Property that are not constructed by the City under this Agreement. Prior to the issuance of a residential building permit for Phase 1, the Developer is responsible for the funding and construction of the Standridge Parkway, E-W Collector and Shadybrook Trail waterlines as shown on Exhibit E-3 which water lines shall be a TIRZ Project, and which costs are reimbursable to the Developer as a qualified TIRZ Project. 5.3 Roadway Facilities. Developer is responsible for the funding and the construction in a good and workmanlike manner of the roadway improvements required to serve each phase of the PID Property that are not funded and constructed by the City under this Agreement. Prior to the issuance of a residential building pen -nit for each phase of the Development, Developer is responsible for the funding and construction of the roadway projects for the applicable phase as shown on Exhibit E-1, which projects shall be TIRZ Projects, and which costs are reimbursable to the Developer as qualified TIRZ Projects. Upon inspection, approval and acceptance, City shall maintain and operate the roadway improvements for the Property. Notwithstanding anything to the contrary in this Agreement, the City is responsible for the acquisition of all rights of way and easements needed for the Developer's construction of the offsite portion of Rosamond Parkway between Standridge Parkway and U.S. Highway 75 as shown on Exhibit E-1 attached hereto. The City shall not withhold building permits for any delay to the Developer caused by the City's failure to obtain any of said rights of way or easements. 5.4 Drainage/Detention Infrastructure. Developer shall have full responsibility for designing, installing, and constructing the drainage/detention infrastructure that will serve the Property and the cost thereof. Prior to the recordation of the final plat for any phase of Development, Developer shall complete in a good and workmanlike manner construction of the drainage/detention improvements necessary to serve such phase. Upon inspection, approval and acceptance, City shall maintain and operate the drainage improvements for the Property. 5.5 Screening, Landscaping, and Entryways. On or before one hundred fifty (150) days after final City acceptance of the Public Infrastructure for each phase of the Development, Developer shall complete construction, in a good and workmanlike manner, of the landscaping, screening and entryways for such phase in accordance with City Regulations. Said improvements shall thereafter be maintained in good appearance and repair by the HOA or the POA as applicable. 5.6 Homeowners Association and Property Owners Association. (a) Mandatory Homeowners Association. As relates to the PID Property, the Developer will create, in a manner acceptable to the City, a mandatory homeowner association ("HOA"), which HOA, whether one or more, shall be required to levy and collect from home owners within the PID Property annual fees in an amount calculated to maintain the open spaces, common areas, the Amenity Center as described and defined in this Agreement, hike and bike trails located in common areas, portions of which will be open to the public, right-of-way irrigation systems, raised medians and other right-of-way landscaping, and screening walls within the PID. Common areas including but not limited to the Amenity Center, the water feature, screening, landscaping, gardens, entrances to the Development and right-of-way landscaping shall be maintained solely by the SHERLEY TRACT SUBDIVISION IMPROVEMENT AGREEMENT PAGE 13 HOA. Maintenance of public rights -of -way landscaping and screening by the HOA shall comply with City Regulations and shall be subject to oversight by the City. (b) Mandatory Property Owner's Association. As relates to the In -City Property, Developer will create or cause to be created, in a manner acceptable to the City, a mandatory property owner association ("POA"), which POA, whether one or more, shall be required to levy and collect from property owners within the In -City Property annual fees in an amount calculated to maintain the open spaces, common areas, water features, sidewalks, landscaping/screening in common areas and other common areas within the In -City PID. All such common areas shall be maintained solely by the POA. Maintenance of public rights -of -way landscaping and screening by the POA shall comply with City Regulations and shall be subject to oversight by the City. 5.7 Perfonnance Window; Election to Terminate; Liquidated Damages. In the event that the Developer does not satisfy all of its obligations under its control pursuant to Section 6.1 or does not request that the City issue PID Bonds on or before June 1, 2021, neither Party shall thereafter be required to perform under this Agreement and this Agreement will tenninate. If this Agreement is terminated under this Section 5.7 or is otherwise terminated early under any other provision of this Agreement, Developer must within 30 days of such tenmination file or caused to be filed with the City an irrevocable petition by the owners of the PID Property to dissolve the PID and shall thereafter promptly undertake any and all reasonable actions to facilitate the dissolution of the PID and the TIRZ—notwithstanding anything to the contrary in this Agreement —the Developer's obligations regarding the dissolution of the PID and the TIRZ in accordance with this section shall survive such termination. 5.5 Concept: Plan; revision (�) The Concept Plan illustrates the approved development concept for the Property but has not been engineered and does not represent the final design that will be approved through the final platting process. As a result, Developer may revise the Concept Plan with City Manager approval to make revisions necessitated by final engineering and design of the development project prior to final platting, provided the number of residential lots shown on the Concept Plan does not increase by greater than five percent (5%), the numbers of residential lots in each category shown on the Concept Plan does not increase by greater than five percent (5%), and the amount of open space shown on the Concept Plan does not decrease by greater than five percent (5%). If the City Manager does not approve such revisions to the Initial Concept Plan within 15 days after receipt of a written request for approval, City Council approval of such revisions shall be required. Nothing in this paragraph shall preclude Developer from applying directly to the City Council for approval of any Concept Plan revisions, including revisions greater than the percentages listed herein. (b) Except as otherwise provided in subsection (a) of this section, all other revisions to the Concept Plan require the approval of the City Council. (c) If the Concept Plan is revised as provided by this section, the City Manager or his or her designee shall cause the revised Concept Plan to be attached to the official version of this Agreement on file with the City's Secretary's office, and Developer shall record a memorandum of the revised Concept Plan in the Land Recordings of the Collin County Clerk's office. 5.9 Restaurant and Water Feature. SHERLEY TRACT SUBDIVISION IMPROVEMENT AGREEMENT PAGE 14 The Developer shall apply for and obtain the building permits necessary to commence construction of a restaurant and a water feature (respectively, "Restaurant and Water Feature") to be located on the In -City Property and shall commence construction of the Restaurant and Water Feature before the earliest of the following occurrences: (1) the expiration of five (5) years of the Effective Date; (2) the City's issuance of a building permit for any multiple-farnily residential structure greater than 275 units to be located on the In -City Property (the "Multifamily Structure"); or (3) the City's issuance of a building permit for the 301" single-family residential building pen -nit as pertains to residences on the Property. The Developer shall complete construction of the Restaurant within one (1) year and six (6) months of commencing construction of same. The Restaurant building shall be a minimum of 5,000 square feet of air- conditioned space. The Water Feature shall be a minimum of 20,000 square feet in size. The Developer shall complete construction of the Restaurant and Water Feature before the City issues a certificate of occupancy for the Multifamily Structure and the City may withhold such certificate of occupancy until the Restaurant and Water Feature are completed. Developer shall also apply for and obtain the building permits necessary to commence construction and commence construction of a minimum of 10,000 square feet of additional non-residential space to be located on the In -City Property within six (6) years of the Effective Date. This is in addition to the 5,000 square foot Restaurant refenced above. 5.10. Amenity Center. Prior to the City's issuance of a building pen -nit for the 401" single-family residential building pennit as pertains to residences on the Property, Developer shall complete construction of the Amenity Center in accordance with the applicable definition in Article II, and the City may withhold all residential building permits after issuing the first 400 single-family residential building pen -nits until the construction of the Amenity Center is completed. The site of the Amenity Center shall be approximately 2.25 acres at the location shown on Exhibit C-1. The exterior masoruy requirement for the Amenity Center shall be 80%. 5.11 Neighborhood Trails. Developer is responsible for funding and construction of the Neighborhood Trails. Neighborhood Trails shall be constructed as required or necessary for each phase of the Development, and the Developer shall complete construction of each portion of the Neighborhood Trails within ten (10) months after the City's acceptance of the Authorized Improvements for the applicable phase. 5.12 Community and Botanical Garden. Developer is responsible for funding and construction of the Community and Botanical Garden within the PID Property as shown on the Concept Plan attached hereto as Exhibit C. The Community and Botanical Garden shall be completed on or before the earliest of the following occurrences: (1) the City's issuance of a building pen -nit for the 801 st single-family residential building pen -nit as pertains to residences on the Property, (2) six (6) months after construction of the Public Infrastructure necessary to provide access to the Community and Botanical Garden site is completed, or (3) twelve (12) months after City acceptance of the Public Infrastructure for the third (3'd) phase of the Development. SHERLEY TRACT SUBDIVISION IMPROVEMENT AGREEMENT PAGE 15 5.13 In -City Property Obligations. The In -City Property Owner shall not be j obligated to perform any obligations or meet any requirements under this Agreement as relates to the In -City Property. ARTICLE VI Pill RnNDR 6.1 PID Bond Issuance. Subject to the satisfaction of conditions set forth in this article, the City may issue PID Bonds solely for the purposes of acquiring or constructing Authorized Improvements. The Developer may request issuance of PID Bonds by filing with the City a list of the Authorized Improvements to be funded with the PID Bonds and the estimated costs of such Authorized Improvements. The Developer acknowledges that the City may require at that time a professional services agreement that obligates the Developer to fund the costs of the City's professionals relating to the preparation for and issuance of PID Bonds, which amount shall be agreed to by the Parties and considered a cost payable from such PID Bonds. The issuance of PID Bonds is subject to all of the following conditions. (1) The City has evaluated and determined that there will be no negative impact on the City's creditworthiness, bond rating, access to or cost of capital, or potential for liability. (2) The City has determined that the PID Bonds assessment level, structure, terms, conditions and timing of the issuance of the PID Bonds are reasonable for the Authorized Improvement Costs to be financed and that there is sufficient security for the PID Bonds to be creditworthy. (3) 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 those associated with continuing disclosure, compliance with federal tax law, agent fees, staff time, regulatory reporting and legal and financial reporting requirements. (4) The adoption of a service and assessment plan (the "Service and Assessment Plan") and an assessment ordinance levying assessments on all or any portion of the PID Property benefitted by such Authorized Improvements in amounts sufficient to pay all costs related to such PID Bonds and said PID Bonds shall be at a 3:1 Value to Lien ratio ("VTL") based on the anticipated final lots values as provided in a third -party appraisal; provided, however, it shall be at the City's discretion if the VTL is reduced to 2 ''/2:1 ratio, at which time, the amount of funds below the 3:1 VTL ratio shall be "restricted" from access by the Developer until such a time as the value of the Development reaches the 3:1 ratio. The final language and calculation will be provided for in the Certificate for Payment attached to any PID reimbursement agreement between the City and the Developer, subject to amounts that inust be restricted in order for the City, on the advice of bond counsel, to comply with federal tax regulation spending requirements. SHERLEY TRACT SUBDIVISION IMPROVEMENT AGREEMENT PAGE 16 (5) The City has fonned and utilized its own financing team including, but not limited to, bond counsel, financial advisor, PID Administrator, and underwriters related to the issuance of PID Bonds and bond financing proceedings. (6) The City has chosen and utilized its own continuing disclosure consultant and arbitrage rebate consultant. Any and all costs incurred by these activities will be included in City administration costs recouped from special assessments. The continuing disclosure will be divided into City disclosure and Developer disclosure, and the City will not be responsible or liable for Developer disclosure but the City's disclosures professional will be used for both disclosures. (7) The aggregate principal amount of PID Bonds issued and to be issued shall not exceed $32,000,000.00. (8) Each series of PID Bonds shall be in an amount estimated to be sufficient to fund the Authorized Improvements or portions thereof for which such PID Bonds are being issued. (9) Delivery by the Developer to the City of a certification or other evidence from an independent appraiser acceptable to the City confinning that the special benefits conferred on the properties being assessed for the Authorized Improvements increase the value of the property by an amount at least equal to the amount assessed against such property. (10) 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. (I1) The Developer is current on all taxes, assessments, fees and obligations to the City including without limitation payment of Assessments. (12) The Developer is not in default under this Agreement or, with respect to the Property, any other agreement to which Developer and the City are parties. (13) No outstanding PID Bonds are in default and no reserve funds established for outstanding PID Bonds have been drawn upon that have not been replenished. (14) The Administrator has certified that the specified portions of the costs of the Authorized Improvements to be paid from the proceeds of the PID Bonds are eligible to be paid with the proceeds of such PID Bonds. SHERLEY TRACT SUBDIVISION IMPROVEMENT AGREEMENT PAGE 17 (15) The Authorized hmprovements to be financed by the PID Bonds have been or will be constructed according to the approved Development Standards imposed by this Agreement including without limitation any applicable City Regulations. (16) The City has determined that the amount of proposed PID assessments and the structure, terns, conditions and timing of the issuance of the PID Bonds are reasonable for the project costs to be financed and the degree of development activity within the PID, and that there is sufficient security for the PID Bonds to be creditworthy. (17) The maximum maturity for PID Bonds shall not exceed 30 years from the date of delivery thereof. (18) The final maturity for any PID Bonds shall be not later than 45 years from the date of this Agreement. (19) The City has determined that the PID Bonds meet all regulatory and legal requirements applicable to the issuance of the PID Bonds. (20) Unless otherwise agreed to by the City, the PID Bonds shall be sold and may be transferred or assigned only (i) in compliance with applicable securities laws and (ii) in minimum denominations of $25,000 or integral multiples of $1,000 in excess thereof, provided, however, that the limitation on transferability or assignment in this subparagraph (ii) shall not apply if the PID Bonds have a rating of not less that BBB- from Fitch Ratings or Standard & Poor's Ratings Services or Baa3 from Moody's Investors Service, Inc. (21) If the applicable portion of Authorized Improvements has not already been constructed and to the extent PID Bond Proceeds are insufficient to fund such Authorized Improvement Costs, Developer shall, at time of closing the PID Bonds, fund or cause the funding of the difference between the Authorized Improvement Costs and the PID Bond Proceeds available to fund such Authorized Improvement Costs related to the applicable Authorized Improvement (without limiting any other provision, in the event Developer does not or cannot provide such funding, the City shall not be required to sell such PID Bonds, and Developer shall reimburse the City for all expenses and liabilities incurred by the City in comiection with the proposed issuance of the PID Bonds). (22) No infonmation regarding the City, including without limitation financial information, shall be included in any offering document relating to PID Bonds without the consent of the City. (23) The Developer agrees to provide periodic information and notices of material events regarding the Developer and the Developer's development within the SHERLEY TRACT SUBDIVISION IMPROVEMENT AGREEMENT PAGE 18 PID in accordance with Securities and Exchange Commission Rule 15c2-12 and any continuing disclosure agreements executed by the Developer in connection with the issuance of PID Bonds. (24) The Developer satisfies the City's Director of Public Works or his designee that the Budgeted Cost(s) are reasonable. (25) Developer is not in default under a Developer Continuing Disclosure Agreement. (26) The issuance of any Refunding Bonds, the amount of assessment necessary to pay the Refunding Bonds shall not exceed the amount of the assessments that were levied to pay the PID Bonds that are being refunded. (27) The maximum tax equivalent assessment rate for the assessment levy shall not exceed $0.9572 per $100.00 taxable assessed valuation, without prior, written consent of the City, in its sole discretion. (28) Developer has completed and the City has accepted the Authorized Improvements for any previous phase of the Development; and (29) Unless otherwise set forth in this Section 6.1, a minimum value to lien ratio of 3:1 for PID Bonds; provided, however, it shall be at the City's discretion if the VTL is reduced to 2 'h:I ratio, at which time, the amount of funds below the 3:1 VTL ratio shall be "restricted" from access by the Developer until such a time as the value of the Development reaches the 3:1 ratio. Any receivables due under any PID reimbursement agreement between the City and the Developer may be sold or assigned in accordance with Section 11.1 of the Agreement; such value shall be confinned by appraisal from licensed MAI appraiser based on the assumption that development of property only includes the public improvements in place and to be constructed with the PID Bond proceeds and any Developer Cash Contribution deposited with trustee and finished lots (without vertical construction) for an improvement area. (30) The Developer and the City shall have entered into a PID reimbursement agreement that provides for the Developer's construction of certain Authorized Improvements and the City's reimbursement to the Developer of certain Authorized Improvement Costs. 6.2 Disclosure Information. Prior to the issuance of PID Bonds by the City, Developer agrees to provide all relevant information, including financial information, that is reasonably necessary in order to provide potential bond investors with a true and accurate offering document for any PID Bonds. Developer agrees, represents, and warrants that any information provided by Developer for inclusion in a disclosure document for an issue of PID Bonds will not, to Developer's actual knowledge, contain any untrue statement of a material fact or omit any SHERLEY TRACT SUBDIVISION IMPROVEMENT AGREEMENT PAGE 19 statement of material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading, and Developer further agrees that it will provide a certification to such effect as of the date of the closing of any PID Bonds.. 6.3 Qualified Tax -Exempt Status. (1) Generally. In any calendar year in which PID Bonds are issued, Developer agrees to pay the City its actual additional costs ("Additional Costs") the City may incur in the issuance of its own public securities or obligations on its own taxing power of municipal revenues (the "City Obligations"),_ as described in this section, if the City Obligations are deemed not to qualify for the designation of qualified tax-exempt obligations ("QTEO"), as defined in section 265(b)(3) of the Internal Revenue Code ("IRC") as amended, as a result of the issuance of PID Bonds by the City in any given year. The City agrees to deposit all funds for the payment of such Additional Costs received under this section into a segregated account of the City, and such funds shall remain separate and apart from all other funds and accounts of the City until December 31 of the calendar year in which the PID Bonds are issued, at which time the City is authorized to utilize such funds for any purpose permitted by law. On or before January 15e1 of the following calendar year, the final Additional Costs shall be calculated. By January 3 1 " of such year, any funds in excess of the final Additional Costs that remain in such segregated account on December 31St of the preceding calendar year shall be refunded to the Developer and any deficiencies in the estimated Additional Costs paid to the City by Developer shall be remitted to the City by the Developer.). (2) Issuance of PID Bonds prior to City Obligations. A. In the event the City issues PID Bonds prior to the issuance of City Obligations, the City, with assistance from its financial advisor ("Financial Advisor"), shall estimate the Additional Costs based on the market conditions as they exist approximately 30 days prior to the date of the pricing of the PID Bonds (the "Estimated Costs"). The Estimated Costs are an estimate of the increased cost to the City to issue its City Obligations as non-QTEO. Promptly following the detennination of the Estimated Costs, the City shall provide a written invoice to Developer in an amount less than or equal to the Estimated Costs. Developer, in turn, shall remunerate to the City the amount shown on said invoice on or before the earlier of. (i) 15 business days after the date of said invoice, or (ii) 5 business days prior to pricing the PID Bonds. The City shall not be required to price or sell any series of PID Bonds until Developer has paid the invoice of Estimated Costs related to the PID Bonds then being issued. B. Upon the City's approval of the City Obligations, the Financial Advisor shall calculate the Additional Costs to the City of issuing its City Obligations as non-QTEO. The City will, within 5 business days of the issuance of the City Obligations, provide written notice to Developer of the amount of the Additional Costs. In the event the Additional Costs are less than the Estimated Costs, the City will refund to Developer the difference between the Additional Costs and the Estimated Costs within 15 business days of the date of the City's notice to Developer required under this paragraph. If the Additional Costs are more than the Estimated Costs, Developer will pay to the City the difference between the Additional Costs and the Estimated Costs within 15 business days of the date of the City's notice required under this SHERLEY TRACT SUBDIVISION IMPROVEMENT AGREEMENT PAGE 20 paragraph. If Developer does not pay the City the difference between the Additional Costs and the Estimated Costs within 15 business days of the date of the City's notice required under this paragraph, Developer shall not be paid any reimbursement amounts under any PID reimbursement agreement related to the Development until such payment of Additional Costs is made in full. (3) Issuance of City Obligations prior to PID Bonds. A. In the event the City issues City Obligations prior to the issuance of PID Bonds, the City, with assistance from the Financial Advisor, shall calculate the Estimated Costs based on the market conditions as they exist 20 days prior to the date of the pricing of the City Obligations. Promptly following the determination of the Estimated Costs, the City shall provide a written invoice to Developer: (1) in an amount less than or equal to the Estimated Costs, and (2) that includes the pricing date for such City Obligations. The Developer, in turn, shall remunerate to the City the amount shown on said invoice at least 15 days prior to the pricing date indicated on the invoice. If Developer fails to pay the Estimated Costs as required under this paragraph, the City, at its option, may elect to designate the City Obligations as QTEO, and the City shall not be required to issue any PID Bonds in such calendar year. B. Upon the City's approval of the City Obligations, the Financial Advisor shall calculate the Additional Costs to the City of issuing non-QTEO City Obligations. The City will, within 5 business days of the issuance of the City Obligations, provide written notice to Developer of the Additional Costs. In the event the Additional Costs are less than the Estimated Costs, the City will refund to Developer the difference between the Additional Costs and the Estimated Costs within 15 business days of the date of the City's notice to Developer. If the Additional Costs are more than the Estimated Costs, Developer will pay to the City the difference between the Additional Costs and the Estimated Costs within 15 business days of the date of the City's notice. If Developer does not pay to the City the difference between the Additional Costs and the Estimated Costs as required under this paragraph, then Developer shall not be paid any reimbursement amounts under any PID reimbursement agreement related to the Development until such payment of Additional Costs is made in full. (4) To the extent any developer(s) or property owner(s) (including Developer, as applicable) has (have) paid Additional Costs for any particular calendar year, any such Additional Costs paid subsequently by a developer or property owner (including Developer, as applicable) to the City applicable to the same calendar year shall be reimbursed by the City to the developer(s) or property owner(s) (including Developer, as applicable) as necessary so as to put all developers and property owners (including Developer, if applicable) so paying for the same calendar year in the proportion set forth in subsection (e), below, said reimbursement to be made by the City within 15 business days after its receipt of such subsequent payments of such Additional Costs. (5) The City shall charge Additional Costs attributable to any other developer or property owner on whose behalf the City has issued debt in the same manner as described in this section, and Developer shall only be liable for its portion of the Additional Costs under this provision, and if any Additional Costs in excess of Developer's portion has already been paid to the City under this provision, then such excess of Additional Costs shall be reimbursed to Developer. The portion owed by Developer shall be determined by dividing the total proceeds SHERLEY TRACT SUBDIVISION IMPROVEMENT AGREEMENT PAGE 21 from any debt issued on behalf of Developer in such calendar year by the total proceeds from any debt issued by the City pursuant to the PID Act for the benefit of all developers (including Developer) in such calendar year. 6.4 Developer Cash Contribution. At closing on any series of PID Bonds intended to fund construction of Authorized Improvements that have not already been constructed by the Developer, Developer shall deposit into the Developer Improvement Account a pro-rata amount of the Developer Cash Contribution. ARTICLE VII PAYMENT OF AUTHORIZED IMPROVEMENTS 7.1 Improvement Account of the Project Fund. The hnprovement Accounts of each Project Fund shall be administered and controlled by the City and funds in the Improvement Account of each Project Fund shall be deposited and disbursed in accordance with the terns of the respective Indenture. 7.2 Cost Overrun. If the total cost of the Authorized Improvements in the aggregate exceeds the total amount of ironies on deposit in the hnprovement Account of a Project Fund, the Developer shall be solely responsible for the remainder of the costs of the Authorized hnprovements, except as provided in Section 7.3 below. 7.3 Cost Underrun. Upon the final acceptance by City of an Authorized Improvement and payment of all outstanding invoices for such Authorized Improvement, if the Actual Cost of such Authorized Improvement is less than the Budgeted Cost (a "Cost Underrun"), any remaining Budgeted Cost, to the extent available in the monies on deposit in the hnprovement Account of the applicable Project Fund, will be available to pay Cost Overruns on any other Authorized Improvement. The City shall promptly confirn to the Trustee that such remaining amounts are available to pay such Cost Overruns, and the Developer and the City will agree how to use such moneys to secure the payment and performance of the work for other Authorized Improvements. 7.4 Remainder for Authorized Improvements. If funds remain in an Improvement Account of any Project Fund after the completion of all Authorized Improvements and the payment of all Authorized Improvement Costs to be funded with such PID Bonds, then such funds shall thereafter be the exclusive property of the City and shall be used by the City for the purpose of paying or retiring the PID Bonds as provided in the respective Indenture, the Service and Assessment Plan, and any construction funding agreement entered into by the Parties. ARTICLE VIII TIRZ AND AGRICULTURAL EXEMPTION 8.1 Tax Increment Reinvestment Zone. If PID Bonds are issued for a development phase in accordance with this Agreement, the City agrees that it will create, operate and maintain a TIRZ over such development phase of the PID Property with the intention to provide revenue to pay for: (i) the construction or acquisition of Authorized Improvements to serve the PID Property; (ii) to reimburse the Developer for any costs advanced or expended by the Developer related to the construction or acquisition of Authorized Improvements; and/or (ill) to pay PID Bond Assessments or to retire all or part of the debt created by PID Bonds. Determination of which of SHERLEY TRACT SUBDIVISION IMPROVEMENT AGREEMENT PAGE 22 the three purposes (or a combination of those purposes), referenced above, for which the TIRZ Increment shall be expended will be at the City's sole discretion. The City shall deposit and disburse, or cause to be deposited and disbursed, the TIRZ Increment in accordance with the TIRZ Project and Finance Plan for each TIRZ created for each phase of development. Notwithstanding any other provision of this Agreement, the teen of each TIRZ created on the PID Property shall be thirty-one (31) years from the year of its creation, and the total combined amount of the TIRZ Increment to be provided for the purposes described above shall not exceed the Maximum TIRZ Contribution for each TIRZ as provided in the TIRZ Documents; provided that any TIRZ Increments due and uncollected as of the tennination date of the last remaining TIRZ created on the PID Property shall be deposited and disbursed, when and if received by the City, in accordance with the TIRZ Project and Finance Plan. If the total amount of the TIRZ Increment collected and disbursed reaches the Maximum TIRZ Contribution during the term of any TIRZ, then the remaining TIRZ may be terminated at the City's sole discretion and the City shall have no further obligations with respect to any TIRZ. The members of each TIRZ Board shall be appointed by the City Council in accordance with Chapter 311, Texas Tax Code. 8.2 Additional TIRZ Qualified Projects. In addition to the listed Authorized Improvements attached as Exhibit B, qualified public improvement projects such as roads, sewers, drainage, water, right of way and real estate acquisition projects, and costs of issuance, capitalized interest, and reserve amounts, totaling $6,638,200 (the "TIRZ Qualified Projects") are included in the Maximum TIRZ Contribution, and shall be added to the Authorized Improvements to the extent such TIRZ Qualified Projects are not already included. 8.3 TIRZ Fund. In accordance with the TIRZ Project and Finance Plan, the TIRZ Increment obtained from the PID Property shall be placed into the TIRZ Fund, a separate fund which has been created by the City for each TIRZ. It is anticipated that the monies in each TIRZ Fund shall be distributed in accordance with Section 8.1 and the TIRZ Project and Finance Plan for each TIRZ. 8.4 Agricultural Exemption. The City acknowledges that some or all of the PID Property may now have or may in the future have an agricultural, timber, or wildlife management use tax classification, and the City may not request removal of any such tax classification until PID Bonds secured by the PID Property are issued to pay for the costs of the Authorized Improvements and related costs, notwithstanding any waiver of such exemption for other political subdivisions or public entities. However, to the extent that the City might otherwise be required under Section 23.41 et seq. of the Texas Tax Code or other applicable law, including but not limited to Section 43.035 of the Texas Local Government Code, or offers to enter into a development agreement with a Landowner containing other such restrictions, this Agreement shall be deemed to have satisfied any such requirement. ARTICLE IX ANNEXATION AND POST -ANNEXATION MATTERS 9.1 Annexation. The Developer shall submit a voluntary irrevocable petition for annexation of the PID Property to the City in compliance with Chapter 43 of the Texas Local Governnent Code, as amended, at least sixty (60) days before the issuance of PID Bonds by the SHERLEY TRACT SUBDIVISION IMPROVEMENT AGREEMENT PAGE 23 City. The Developer agrees to execute and supply any and all instruments and/or other documentation necessary for the City to annex the PID Property into the City's corporate limits and the Parties agree that the annexation of the PID Property shall occur upon or as soon as reasonably practicable after or the execution of this Agreement and the issuance of PID Bonds, in accordance with statutory requirements. Such annexation petition shall be filed with the City before Developer can access any bond proceeds. 9.2 Zoning of Property. The City shall consider zoning the Property consistent with the Development Standards, the Concept Plan, and applicable provisions of this Agreement. Through this Agreement, the Developer expressly consents and agrees to the zoning of the Property consistent with and as contemplated by this section. The City will not require the Developer to submit a formal zoning application in order to proceed with zoning the Property as contemplated by this section. Any such zoning of the Property shall otherwise be in accordance with all procedures set forth in the applicable City Regulations. 9.3 Full Compliance with City Standards. (a) When not in direct conflict with the terms and conditions of this Agreement —and without regard to whether any part of the Property is inside or outside the City's corporate limits at any given time —the development of the Property shall be subject to all applicable City Regulations, including but not limited to the City's subdivision regulations and design standards and all applicable fees and land dedications. The City shall be the sole authority for approval of all plats, concept plans, civil engineering plans and other development applications required under City Regulations, and the requirement to obtain approval of all such development applications shall apply to the Property to the extent applicable as if all of the Property were located within the City's corporate limits. (b) Development and use of the Property, including, without limitation, the construction, installation, maintenance, repair, and replacement of all buildings and all other improvements and facilities of any kind whatsoever on and within the Property, shall be in compliance with the Development Standards, the Concept Plan (as may be revised in accordance with Section 5.8), both as attached in Exhibit D and Exhibit C, and applicable City Regulations. All City Regulations shall apply to the development and use of the Property unless expressly set forth to the contrary in this Agreement. 9.4 Phasing. The Parties acknowledge that the Property may be developed in phases. If deemed necessary, the Developer may submit a replat for all or any portions of the Property. Any replat shall be in general conformance with the Final Concept Plan and subject to City approval. 9.5 Conflicts. In the event of any direct conflict between this Agreement and any other ordinance, rule, regulation, standard, policy, order, guideline, or other City adopted or City enforced requirement, whether existing on the Effective Date or hereinafter adopted, this Agreement, including its exhibits, as applicable, shall control. 9.6 Vested Rights. This Agreement shall constitute a "permit" (as defined in Chapter 245 of the Texas Local Government Code) that is deemed filed with the City on the Effective Date. SHERLEY TRACT SUBDIVISION IMPROVEMENT AGREEMENT PAGE 24 ARTICLE X EVENTS OF DEFAULT; REMEDIES 10.1 Events of Default. No Party shall be in default under this Agreement until notice of the alleged failure of such Party to perform has been given in writing (which notice shall set forth in reasonable detail the nature of the alleged failure) and until such Party has been given a reasonable time to cure the alleged failure (such reasonable time to be detennined based on the nature of the alleged failure, but in no event more than thirty (30) days (or any longer time period to the extent expressly stated in this Agreement as relates to a specific failure to perfonn) after written notice of the alleged failure has been given except as relates to a type of default for which a different time period is expressly set forth in this Agreement). Notwithstanding the foregoing, no Party shall be in default under this Agreement if, within the applicable cure period, the Party to whom the notice was given begins performance and thereafter diligently and continuously pursues performance until the alleged failure has been cured. Notwithstanding the foregoing, however, a Party shall be in default of its obligation to make any payment required under this Agreement if such payment is not made within twenty (20) business days after it is due. 10.2 Remedies. As compensation for the other party's default, an aggrieved Party is limited to seeking specific perfonnance of the other party's obligations under this Agreement. However, the Parties agree that the Developer will not be required to specifically perfonn under this Agreement in the event that the Developer satisfies all of its obligations under Section 6.1 and the City does not issue PID Bonds on or before June 1, 2021. The City will not be required to specifically perfonn under this Agreement in the event that the Developer does not satisfy all of its obligations under its control pursuant to Section 6.1; or, regardless of Developer's actions with regard to its obligations under Section 6.1 if Developer does not request that the City issue the PID Bonds by June 1, 2021. ARTICLE XI ASSIGNMENT; ENCUMBRANCE 11.1 Assignment. (a) This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto. The obligations, requirements, or covenants to develop the Property in this Agreement shall be able to be assigned to any affiliate or related entity of the Developer, or any lien holder on the Property, without the prior written consent of the City. The obligations, requirements or covenants to the development of the Property shall not be assigned by Developer to a non -affiliate or non -related entity of the Developer without the prior written consent of the City Manager of the City, which consent shall not be unreasonably withheld if the assignee (an "Assignee") demonstrates financial ability to perfonn. Any receivables due under this Agreement, any construction funding agreement, or any PID reimbursement agreement between the City and the Developer may be assigned by the Developer upon written notice to the City pursuant to Section 11.4 of this Agreement. An Assignee shall be considered a "Party" for the purposes of this Agreement. Each assignment shall be in writing executed by Developer and the Assignee and shall obligate the Assignee to be bound by this Agreement to the extent this Agreement applies or relates to the obligations, rights, title, or interests being assigned. No assigmnent by Developer shall release Developer from any liability SHERLEY TRACT SUBDIVISION IMPROVEMENT AGREEMENT PAGE 25 that resulted from an act or omission by Developer that occurred prior to the effective date of the assignment unless the City approves the release in writing. Developer shall maintain written records of all assignments made by Developer to Assignees, including a copy of each executed assignment and, upon written request from any Party or Assignee, shall provide a copy of such records to the requesting person or entity, and this obligation shall survive the assigning Party's sale, assignment, transfer, or other conveyance of any interest in this Agreement or the Property. (b) The Developer and Assignee(s) have the right, from time to time, to collaterally assign, pledge, grant a lien or security interest in, or otherwise encumber any of their respective rights, title, or interest under this Agreement for the benefit of their respective lenders without the consent of, but with prompt written notice to the City. The collateral assignment, pledge, grant of lien or security interest, or other encumbrance shall not, however, obligate any lender to perform any obligations or incur any liability under this Agreement unless the lender agrees in writing to perform such obligations or incur such liability. Provided the City has been given a copy of the documents creating the lender's interest, including Notice information for the lender, then that lender shall have the right, but not the obligation, to cure any default under this Agreement and shall be given a reasonable time to do so in addition to the cure periods otherwise provided to the defaulting Party by this Agreement; and the City agrees to accept a cure, not to be unreasonably withheld, offered by the lender as if offered by the defaulting Party. A lender is not a party to this Agreement unless this Agreement is amended, with the consent of the lender, to add the lender as a Party. Notwithstanding the foregoing, however, this Agreement shall continue to bind the Property and shall survive any transfer, conveyance, or assignment occasioned by the exercise of foreclosure or other rights by a lender, whether judicial or non - judicial. Any purchaser from or successor owner through a lender of any portion of the Property shall be bound by this Agreement and shall not be entitled to the rights and benefits of this Agreement with respect to the acquired portion of the Property until all defaults under this Agreement with respect to the acquired portion of the Property have been cured. 11.2 Assignees as Parties. An Assignee authorized in accordance with this Agreement and for which notice of assignment has been provided in accordance with Section 11.4 of this Agreement shall be considered a "Party" for the purposes of this Agreement. With the exception of the End -Buyer of a lot within the Property, any person or entity upon becoming an owner of land within the PID or upon obtaining an ownership interest in any part of the Property shall be deerned to be a "Developer" and have all of the obligations of the Developer as set forth in this Agreement and all related documents to the extent of said ownership or ownership interest. 11.3 Third Party Beneficiaries. Subject to Section 11.1 of this Agreement, this Agreement only 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. 11.4 Notice of Assignment. The following requirements shall apply in the event that the Developer sells, assigns, transfers, or otherwise conveys the Property or any part thereof and/or any of its rights or benefits under this Agreement: SHERLEY TRACT SUBDIVISION IMPROVEMENT AGREEMENT PAGE 26 (a) the Developer must provide written notice to the City to the extent required under Section 11.1 at least fifteen (15) business days in advance of any such sale, assignment, transfer, or other conveyance, (b) said notice must describe the extent to which any rights or benefits under this Agreement will be sold, assigned, transferred, or otherwise conveyed; (c) said notice must state the name, mailing address, and telephone contact information of the person(s) that will acquire any rights or benefits as a result of any such sale, assignment, transfer or other conveyance; and (d) said notice must be signed by a duly authorized person representing the Developer. ARTICLE XII RECORDATION AND ESTOPPEL CERTIFICATES 12.1 Binding Obligations. This Agreement and all amendments thereto and assigninents hereof shall be recorded in the property records of Collin County. This Agreement binds and constitutes a covenant running with the Property and, upon the Effective Date, is binding upon the Developer and the City, and forns 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 -Buyer of a Fully Developed and Improved Lot except for land use and development regulations that apply to such lots. 12.2 Estoppel Certificates. From time to time upon written request of the Developer or any future owner, and upon the payment to the City of a $100.00 fee plus all reasonable costs incurred by the City in providing the certificate described in this section, the City Manager, or his/her designee will, in his official capacity and to his reasonable knowledge and belief, execute a written estoppel certificate identifying any obligations of an owner under this Agreement that are in default. ARTICLE XIII GENERAL PROVISIONS 13.1 Tenn. The tern of this Agreement shall be fifteen (15) years after the Effective Date unless extended by mutual agreement of the Developer and the City. Upon expiration of the Term, the City shall have no obligations under this Agreement with the exception of. (i) maintaining and operating the PID in accordance with the Service and Assessment Plan and any Indenture; and (ii) fulfilling its obligations under the TIRZ Documents. The term of each TIRZ shall be as stated in Article VIII of this Agreement. 13.2 Public Infrastructure, Generally. Except as otherwise expressly provided for in this Agreement, Developer shall provide all Public Infrastructure, including streets, utilities, drainage, sidewalks, trails, street lighting, street signage, and all other required improvements dedicated or SHERLEY TRACT SUBDIVISION IMPROVEMENT AGREEMENT PAGE 27 intended to be dedicated for public use or benefit, at no cost to the City except as provided herein, and in accordance with City Regulations, and as approved by the City's engineer or his or her agent. Developer shall cause the installation of such improvements within all applicable time frames in accordance with the City Regulations unless otherwise approved herein. Developer shall provide engineering studies, plan/profile sheets, and other construction documents at the time of platting as required by City Regulations. Such plans shall be approved by the City's engineer or his or her agent 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. 13.3 Performance Bond, Payment Bond and Other Security Developer shall include in every contract with a subcontractor that will work on any of the Public Improvements a clause that requires the subcontractor to execute or cause to be executed one or more valid perfonnance bonds in favor of the City for the construction, work and materials necessary to complete the Public Improvements. Said bonds may be dual obligee bonds and shall be in accordance with Texas Govermnent Code, Chapter 2253 and applicable City Regulations for each subcontractor's construction contract for any part of the Public hmprovements and shall contain a provision that increases the amount of the bond to the extent that the contract price increases by change order. Developer shall further execute or cause to be executed a valid Maintenance Bond in accordance with applicable City Regulations that guarantees the costs of any repairs which may become necessary to any part of the construction work performed in connection with the Public Improvements, arising from defective workmanship or materials used therein, for a full period of two years from the date of final acceptance of the Public Improvements constructed under any such contract(s). 13.4 Inspections Acceptance of Public Infrastructure, and Developer's Remedy. The City shall inspect, as required by City Regulations, the construction of all Authorized Improvements, and any Public Infrastructure necessary to support the proposed development within the Property, including water, sanitary sewer, drainage, streets, park facilities, electrical, and street lights and signs. The City's inspections shall not release the Developer from its responsibility to construct, or ensure the construction of, adequate Authorized Improvements and Public Infrastructure in accordance with approved engineering plans, construction plans, and other approved plans related to development of the Property. Notwithstanding any provision of this Agreement, it shall not be a breach or violation of the Agreement if the City witliholds City utility services as to any portion of the Development until all required Public Infrastructure necessary to such portion is properly constructed according to the approved engineering plans and City Regulations, and until such Public Infrastructure has been dedicated to and accepted by the City. From and after the inspection and acceptance by the City of the Public Infrastructure and any other dedications required under this Agreement, such improvements and dedications shall be owned by the City. Developer's sole remedy for nonperformance of this Agreement by the City shall be to seek specific perfonnance and cost reimbursements pursuant to the terms of this Agreement. 13.5 Approval of Plats/Plans. Approval by the City, the City's Engineer or other City employee or representative, of any plans, designs or specifications submitted by Developer pursuant to this Agreement or pursuant to City Regulations shall not constitute or be deemed to be a release of the responsibility and liability of Developer, his engineer, employees, officers or agents SHERLEY TRACT SUBDIVISION IMPROVEMENT AGREEMENT PAGE 28 for the accuracy and competency of their design and specifications. Further, any such approvals shall not be deemed to be an assumption of such responsibility and liability by the City for any defect in the design and specifications prepared by Developer or Developer's engineer, or engineer's officers, agents, servants or employees, it being the intent of the parties that approval by the City's engineer signifies the City's approval on only the general design concept of the improvements to be constructed. 13.6 Insurance. Developer or its contractor(s) shall acquire and maintain, during the period of time when any of the Public Infrastructure is under construction (and until the full and final completion of the Public Infrastructure and acceptance thereof by the City: (a) workers compensation insurance in the amount required by law; and (b) commercial general liability insurance including personal injury liability, premises operations liability, and contractual liability, covering, but not limited to, the liability assumed under any indemnification provisions of this Agreement, with limits of liability for bodily injury, death and property damage of not less than $1,000,000.00. Such insurance shall also cover any and all claims which might arise out of the Public Infrastructure construction contracts, whether by Developer, a contractor, subcontractor, material man, or otherwise. Coverage must be on a "per occurrence" basis. All such insurance shall: (i) be issued by a carrier which is rated "A-V or better by A.M. Best's Key Rating Guide and licensed to do business in the State of Texas; and (ii) name the City as an additional insured and contain a waiver of subrogation endorsement in favor of the City. Upon the execution of Public Infrastructure construction contracts, Developer shall provide to the City certificates of insurance evidencing such insurance coverage together with the declaration of such policies, along with the endorsement naming the City as an additional insured. Each such policy shall provide that, at least 30 days prior to the cancellation, non -renewal or modification of the same, the City shall receive written notice of such cancellation, non -renewal or modification. 13.7 INDEMNIFICATION and HOLD HARMLESS. THE DEVELOPER, INCLUDING ITS RESPECTIVE SUCCESSORS AND ASSIGNS, HEREBY COVENANT AND AGREE TO RELEASE, DEFEND, HOLD HARMLESS, AND INDEMNIFY THE CITY AND ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ALL THIRD -PARTY CLAIMS, SUITS, JUDGMENTS, DAMAGES, AND DEMANDS (TOGETHER, "CLAIMS") AGAINST THE CITY, WHETHER REAL OR ASSERTED INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEYS FEES, RELATED EXPENSES, EXPERT WITNESS FEES, CONSULTANT FEES, AND OTHER COSTS, ARISING OUT OF THE NEGLIGENCE OF THE DEVELOPER, INCLUDING THE NEGLIGENCE OF ITS RESPECTIVE EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, MATERIAL MEN, AND AGENTS, IN CONNECTION WITH THE DESIGN OR CONSTRUCTION OF ANY PUBLIC INFRASTRUCTURE, STRUCTURES, OR OTHER FACILITIES OR IMPROVEMENTS THAT ARE REQUIRED OR PERMITTED UNDER THIS AGREEMENT AND/OR CITY REGULATIONS AND/OR ANY APPLICABLE DEVELOPMENT STANDARDS AND/OR ANY OTHER GOVERNING REGULATIONS; AND IT IS EXPRESSLY UNDERSTOOD THAT SUCH CLAIMS SHALL, EXCEPT AS MODIFIED BELOW, INCLUDE CLAIMS EVEN IF CAUSED BY THE CITY'S OWN CONCURRENT NEGLIGENCE SUBJECT TO THE TERMS OF THIS SECTION. THE DEVELOPER SHALL NOT, HOWEVER, BE REQUIRED TO INDEMNIFY THE CITY AGAINST CLAIMS CAUSED BY THE CITY'S SOLE NEGLIGENCE. IF THE CITY INCURS CLAIMS THAT ARE CAUSED BY THE CONCURRENT NEGLIGENCE OF THE SHERLEY TRACT SUBDIVISION IMPROVEMENT AGREEMENT PAGE 24 DEVELOPER AND THE CITY, THE DEVELOPER'S INDEMNITY OBLIGATION WILL BE LIMITED TO A FRACTION OF THE TOTAL CLAIMS EQUIVALENT TO THE DEVELOPER'S OWN PERCENTAGE OF RESPONSIBILITY. THE DEVELOPER, INCLUDING ITS RESPECTIVE SUCCESSORS AND ASSIGNS, FURTHER COVENANTS AND AGREES TO RELEASE, DEFEND, HOLD HARMLESS, AND INDEMNIFY, THE CITY AGAINST ANY AND ALL CLAIMS BY ANY PERSON CLAIMING AN OWNERSHIP INTEREST IN THE PROPERTY WHO HAS NOT SIGNED THIS AGREEMENT IF SUCH CLAIMS RELATE IN ANY MANNER OR ARISE IN CONNECTION WITH: (1) THE CITY'S RELIANCE UPON THE DEVELOPER'S REPRESENTATIONS IN THIS AGREEMENT; (2) THIS AGREEMENT OR OWNERSHIP OF THE PROPERTY; OR (3) THE CITY'S APPROVAL OF ANY TYPE OF DEVELOPMENT APPLICATION OR SUBMISSION WITH RESPECT TO THE PROPERTY. At no time shall the City have any control over or charge of the Developer's design, construction or installation of any of the Public Infrastructure that is the subject of this Agreement, nor the means, methods, techniques, sequences or procedures utilized for said design, construction or installation. This Agreement does not create a joint enterprise or venture between the City and Developer. 13.8 Eminent Domain. Developer agrees to use reasonable efforts to obtain all third - party rights -of -way, consents, or easements, if any, required for the Public Infrastructure. If, however, Developer is unable to obtain such third -party rights -of -way, consents, or easements within ninety (90) days of commencing efforts to obtain the needed easements and right of way, the City agrees to take reasonable steps to secure same (subject to City Council authorization after a finding of public necessity) through the use of the City's power of eminent domain. Developer shall be responsible for funding all reasonable and necessary legal proceeding/litigation costs, attorney's fees and related expenses, and appraiser and expert witness fees (collectively, "Eminent Domain Fees") paid or incurred by the City in the exercise of its eminent domain powers that for any reason are not funded by the proceeds of the PID Bonds or TIRZ Increment and shall escrow with a mutually agreed upon escrow agent the City's reasonably estimated Eminent Domain Fees both in advance of the initiations of each eminent domain proceeding and as funds are needed by the City. Provided that the escrow fund remains appropriately funded in accordance with this Agreement, the City will use all reasonable efforts to expedite such condemnation procedures so that the Public Infrastructure can be constructed as soon as reasonably practicable. If the City's Eminent Domain Fees exceed the amount of funds escrowed in accordance with this paragraph, Developer shall deposit additional funds as requested by the City into the escrow account within ten (10) days after written notice from the City. Any unused escrow funds will be refunded to Developer with thirty (30) days after any condemnation award or settlement becomes final and non -appealable. Nothing in this subsection is intended to constitute a delegation of the police powers or governmental authority of the City, and the City reserves the right, at all times, to control its proceedings in eminent domain. 13.9 Payee Information. With respect to any and every type of payment/remittance due to be paid at any time by the City to the Developer under this Agreement, the name of the payee for such payment shall be MM Anna 325, LLC, and the payment/remittance shall be sent or delivered to the following address: MM Anna 325, LLC 1800 Valley View Lane SHERLEY TRACT SUBDIVISION IMPROVEMENT AGREEMENT PAGE 30 Suite 300 Fanners Branch, Texas 75234 Developer may change the name of the payee and/or address set forth above by delivering written notice to the City designating a new payee and/or address. ARTICLE XIV ADDITIONAL PROVISIONS 14.1 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; and (c) reflect the final intent of the Parties with regard to the subject matter of this Agreement. In the event it becomes necessary to interpret any provision of this Agreement, the intent of the Parties, as evidenced by the recitals, shall be taken into consideration and, to the maximum extent possible, given full effect. The Parties have relied upon the recitals as part of the consideration for entering into this Agreement and, but for the intent of the Parties reflected by the recitals, would not have entered into this Agreement. 14.2 Notices. Any notice, submittal, payment or instrument required or pennitted by this Agreement to be given or delivered to any party shall be deemed to have been received when personally delivered or 72 hours following deposit of the same in any United States Post Office, registered or certified mail, postage prepaid, addressed as follows: To the City: City of Anna, Texas Attn: City Manager 111 N. Powell Parkway Anna, Texas 75409 With a copy to: Wolfe, Tidwell & McCoy, LLP Attn: Clark McCoy 2591 Dallas Parkway, Suite 300 Frisco, Texas 75034 And to: McCall, Parkhurst & Horton L.L.P. Attn: Rodolfo Segura Jr 717 North Harwood, Suite 900 Dallas, TX 75201 To the Developer: MM Anna 325, LLC Attn: Mehrdad Moayedi 1800 Valley View Lane, Suite 300 Fanners Branch, Texas 75234 With a copy to: Miklos Cinclair, PLLC Attn: Robert Miklos 1800 Valley View Lane, Suite 360 Farmers Branch, Texas 75234 SHERLEY TRACT SUBDIVISION IMPROVEMENT AGREEMENT PAGE 31 To the In -City Property Owner: BFB ANA 40 Acres, LLC Attn: Brooks F. Bock 1701 Directors Boulevard Austin, Texas 78744 Brooks@strategacapital.com And to: Centurion American Attn: Trevor Kollinger 1800 Valley View Lane, Suite 300 Fanners Branch, Texas 75234 Any Party may change its address or addresses for delivery of notice by delivering written notice of such change of address to the other Party. 14.3 Interpretation. The Parties acknowledge that each has been actively involved in negotiating this Agreement. Accordingly, the rule of construction that any ambiguities are to be resolved against the drafting Party will not apply to interpreting this Agreement. In the event of any dispute over the meaning or application of any provision of this Agreement, the provision will be interpreted fairly and reasonably and neither more strongly for nor against any Party, regardless of which Party originally drafted the provision. 14.4 Time. In this Agreement, time is of the essence and compliance with the times for performance herein is required. 14.5 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, as such act was in effect on the date of such official action) and that the individual executing this Agreement on behalf of the City has been duly authorized to do so. The Developer represents and warrants that this Agreement has been approved by appropriate action of the Developer, and that each individual executing this Agreement on behalf of the Developer has been duly authorized to do so. Each Party respectively acknowledges and agrees that this Agreement is binding upon such Party and is enforceable against such Party, in accordance with its terms and conditions and to the extent provided by law. 14.6 Severability. This Agreement shall not be modified or amended except in writing signed by the Parties. If any provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable for any reason, then: (a) such unenforceable provision shall be deleted from this Agreement; (b) the unenforceable provision shall, to the extent possible and upon mutual agreement of the parties, be rewritten to be enforceable and to give effect to the intent of the Parties; and (c) the remainder of this Agreement shall remain in full force and effect and shall be interpreted to give effect to the intent of the Parties. 14.7 Applicable Law; Venue. This Agreement is entered into pursuant to, and is to be construed and enforced in accordance with, the laws of the State of Texas, and all obligations of SHERLEY TRACT SUBDIVISION IMPROVEMENT AGREEMENT PAGE 32 the Parties are performable in Collin County. Exclusive venue for any action related to, arising out of, or brought in connection with this Agreement shall be in the Collin County District Court. 14.8 Non Waiver. Any failure by a Party to insist upon strict performance by the other Party of any material provision of this Agreement shall not be deemed a waiver thereof, and the Party shall have the right at any time thereafter to insist upon strict perfonnance of any and all provisions of this Agreement. No provision of this Agreement may be waived except by writing signed by the Party waiving such provision. Any waiver shall be limited to the specific purposes for which it is given. No waiver by any Party of any tern or condition of this Agreement shall be deemed or construed to be a waiver of any other tern or condition or subsequent waiver of the same tern or condition. 14.9 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and constitute one and the same instrument. 14.10 Exhibits. The following exhibits are attached to this Agreement and are incorporated herein for all purposes: Exhibit A-1 Metes and Bounds Description and Depiction of the Property Exhibit A-2 Metes and Bounds Description and Depiction of the In -City Property Exhibit A-3 Metes and Bounds Description and Depiction of the PID Property Exhibit B Authorized hmprovements with their Budgeted Costs Exhibit C Concept Plan Exhibit C-1 Amenity Center Concept Plan Exhibit C-2 Neighborhood Trail Plan Exhibit D Development Standards Exhibit E-1 Roadway Improvements Exhibit E-2 Hurricane Creek Regional Trunk Sewer Improvements Exhibit E-3 Waterline Improvements Exhibit F Horne Buyer Disclosure Program Exhibit G Landowner Agreement Exhibit H City PID Bond financing and TIRZ Contribution Analysis - draft for illustration purposes only 14.11 Force Majeure. Each Party shall use good faith, due diligence and reasonable care in the performance of its respective obligations under this Agreement, and time shall be of the essence in such perfonnance; however, in the event a Party is unable, due to force majeure, to perfonn its obligations under this Agreement, then the obligations affected by the force majeure shall be temporarily suspended. Within ten (10) business days after the occurrence of a force majeure, the Party claiming the right to temporarily suspend its performance, shall give Notice to all the Parties, including a detailed explanation of the force majeure and a description of the action that will be taken to remedy the force majeure and resume full perfonnance at the earliest possible time. The tern "force majeure" shall include events or circumstances that are not within the reasonable control of the Party whose perfonnance is suspended and that could not have been avoided by such Party with the good faith exercise of good faith, due diligence and reasonable care. SHERLEY TRACT SUBDIVISION IMPROVEMENT AGREEMENT PAGE 33 14.12 Complete Agreement. This Agreement embodies the entire Agreement between the Parties and cannot be varied or tenninated except as set forth in this Agreement, or by written agreement of the City and Developer expressly amending the terms of this Agreement. 14.13 Consideration. This Agreement is executed by the Parties hereto without coercion or duress and for substantial consideration, the sufficiency of which is hereby acknowledged. [SIGNATURES PAGES FOLLOW, REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] SHERLEYTRACT SUBDIVISION IMPROVEMENT AGREEMENT PAGE 34 EXECUTED BY THE PARTIES TO BE EFFECTIVE ON THE EFFECTIVE DATE: CITY OF ANNA By: Naive: Nate Pike Title: Mayor Date: &111 / �Oz APP OVE/D AS TO FORM Name: Clark McCoy Title: City Attorney STATE OF TEXAS COUNTY OF COLLIN 2.o ZO This instrument was acknowledged before me on the (fit<` day of ,>Kby Nate Pike, Mayor of the City of Anna, Texas on behalf of said City. WRIE L SMITH •,?` My Notary ID # 11419404 I ;E;'• Elpfres February 4, 2023 G Notary Public, State o Texas Ll IGtyn' E L fayALlh Name printed or typed Commission Expires: j N La SHERLEY TRACT SUBDIVISION IMPROVEMENT AGREEMENT PAGE 35 DEVELOPER: MM Anna 325, LLC, a Texas limited liability company By: MMM Ventures, LLC, a Texas limited liability company Its Manager By: 2M Ventures, LLC, a Delaware limited liability company Its Manager By:���1 Name: Mehrdad Moayedl Its: Manager STATE OF TEXAS COUNTY OF DALLAS This instrument was acknowledged before me on the day of June, 2020 by Mehrdad Moayedi, Manager of 2M Ventures, LLC, as Manager of MMM Ventures, LLC, as Manager of MM Anna 325, LLC, a Texas limited liability company on behalf of said company. YP SHARON JARRELLS 3t �t�E Notary Public, State of Texas Comm. Expires 08-23-2022 Notary ID 131696192 1ROWN� .s:�� ��i •. '�• of SHERLEY TRACT SUBDIVISION IMPROVEMENT AGREEMENT PAGE 36 IN -CITY PROPERTY OWNER: BFB Ana 40 Acres, LLC a Texas limited liability company By: BFB Ana Holdings, LLC a Texas limited liability company Its Manager By: The Brooks F. Bock Living Trust Its Manager By: f/ Name: Brooks F. Bock Its: Trustee STATE OF TEXAS § COUNTY OF § This instrument was acknowledged before me on J c 2020, by Brooks F. Bock, Trustee of the Brooks F. Bock Living Trust, as Manager of BFB Ana Holdings, LLC, a Texas limited liability company, as Manager of BFB Ana 40 Acres, LLC, a Texas limited liability company, on behalf of said company. �„ti, ,• TRE\ QR KOLLINGER Notary Public, State of Texas Nota y Public, State of 1"exas s' /•" l Of!ifii. EI 110S 01 -05 -2021 °;, `° Notary !D 13095032 SHERLEY TRACT SUBDIVISION IMPROVEMENT AGREEMENT PAGE I Exhibit A-1 METES AND BOUNDS DESCRIPTION AND DEPICTION OF THE PROPERTY EXHIBIT A-3: "PID PROPERTY" 290.877 ACRES BEING THAT CERTAIN TRACT OF LAND SITUATED IN THE Z. ROBERTS SURVEY, ABSTRACT NUMBER 760, THE J. BOYLE SURVEY, ABSTRACT NUMBER 105, THE J.M. KINCADE SURVEY, ABSTRACT NUMBER 509, THE J. ELLET SURVEY, ABSTRACT NUMBER 296, AND THE W. RATTAN SURVEY, ABSTRACT NUMBER 752 COLLIN COUNTY, TEXAS, BEING ALL OF THAT LAND DESCRIBED BY DEED TO MM ANNA 325, LLC, (TRACT 1) RECORDED IN INSTRUMENT NUMBER 20190411000386110, OFFICIAL PUBLIC RECORDS, COLLIN COUNTY, TEXAS, AND BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGINNING AT THE MOST NORTHERLY NORTHEAST CORNER OF SAID TRACT 1; THENCE S 01 039'27"E, 46.23 FEET; THENCE S 00007'45"W, 239.62 FEET; THENCE S 00002'54"E, 240.98 FEET; THENCE S 00016' 10"W, 240.11 FEET; THENCE S 00005'15"W, 193.73 FEET; THENCE S 00009'49"W, 159.37 FEET; THENCE S 03007'30"W, 136.17 FEET; THENCE S 00010'28"W, 117.40 FEET; THENCE S 89051'18"E, 18.32 FEET; THENCE N 55045'18"E, 13.27 FEET; THENCE N 29020'54"E, 61.95 FEET; THENCE N 82059'12"E, 29.11 FEET; THENCE S 76048'02"E, 38.97 FEET; THENCE N 81031'02"E, 42.52 FEET; THENCE N 64056'10"E, 12.15 FEET; THENCE S 30032'08"E, 25.22 FEET; THENCE S 00014'15"W, 13.28 FEET; THENCE S 32018'58"E, 21.36 FEET; THENCE S 78007'20"E, 14.66 FEET; THENCE N 10026'29"E, 17.31 FEET; THENCE N 53035'10"E, 21.88 FEET; THENCE N 78049'58"E, 15.44 FEET; THENCE S 57006'59"E, 24.14 FEET; THENCE S 41 °22'42"E, 62.38 FEET; THENCE S 01 ° 13'29"E, 28.82 FEET; THENCE S 00045'46"W, 119.18 FEET; THENCE S 88056'22"E, 602.59 FEET, TO THE NORTHEAST CORNER OF SAID MILLER AND PAYNE TRACT RECORDED IN INSTRUMENT NUMBER 20110401000341650 AND BEING THE NORTHWEST CORNER OF AFOREMENTIONED MILLER TRACT RECORDED IN VOLUME 2667, PAGE 671; THENCE N 89049'51 "E, 933.16 FEET; THENCE N 89046'06"E, 488.86 FEET, PASSING THE NORTHEAST CORNER OF SAID MILLER TRACT AND BEING THE NORTHWEST CORNER OF AFOREMENTIONED MILLER TRACT RECORDED IN VOLUME 1068, PAGE 507; THENCE S 03023'35"E, 989.07 FEET, TO THE BEGINNING OF A CURVE TO THE RIGHT; THENCE WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 277.01 FEET, THROUGH A CENTRAL ANGLE OF 38031'54", HAVING A RADIUS OF 411.91 FEET, THE LONG CHORD WHICH BEARS S 15052'22"W, 271.82 FEET; THENCE S 35008'19"W, 286.03 FEET; THENCE S 06006'41 "W, 811.64 FEET; THENCE S 89056' 10"W, 1154.19 FEET; THENCE N 00° 10'56"E, 232.21 FEET; THENCE S 89009'27"W, 794.06 FEET; THENCE S 89039'13"W, 1753.66 FEET; THENCE S 8905539"W, 746.70 FEET; THENCE S 89051'39"W, 315.81 FEET; THENCE S 89009'41 "W, 111.58 FEET; THENCE N 20010'35"E, 140.94 FEET; THENCE N 55000'59"E, 55.72 FEET; THENCE N 65008'55"E, 164.54 FEET; THENCE N 2400TO 1 "E, 75.15 FEET; THENCE N 08028'12"E, 68.74 FEET; THENCE N 1803324"E, 30.27 FEET; THENCE N 39007' 19"E, 204.32 FEET; THENCE N 15058'26"E, 96.33 FEET; THENCE N 51 °42'39"E, 216.49 FEET; THENCE N 10014'20"E, 39.18 FEET; THENCE N 16020'38"W, 43.77 FEET; THENCE N 25038'17"W, 56.21 FEET; THENCE N 30023'51 "W, 42.71 FEET; THENCE N 30057'56"W, 141.18 FEET; THENCE N 22004'56"W, 112.22 FEET; THENCE N 08032'18"W, 237.53 FEET; THENCE N 21021'56"W, 73.37 FEET; THENCE N 1204532"W, 39.65 FEET; THENCE N 04°05'51 "E, 114.57 FEET; THENCE N 05037'47"E, 102.03 FEET; THENCE N 20012'50"E, 61.91 FEET; THENCE N 15056'54"E, 37.72 FEET; THENCE N 10049'32"E, 87.03 FEET; THENCE N 23029'01 "E, 238.46 FEET; THENCE N 60008'36"E, 217.24 FEET; 0) m r 3 Vkk Ltrd—,. L.P. V.I. 500, IF 5000 ;0 O.P.R.C.CC T. (D Z D— P.d. o MOt d V.I. 4072, Pq. 5535 e��0 Beginning D.P.R. C.C.T. f0 E ry'1 N89JB =0o, 531` CO L56Al / 9 L55 S00°07'45'W •50 239,62' 00 ��b7 D—% LLC Ml.• 2015012300DO77570 O.P.R.C.C.T. L45 L46 N6MB'36"E L44 217.24' N23°29'01"E 238.46` H—I.- aW Just Smith L42 L43 O.P.R.C.C.T. L41 L40 L39 L38 L37 �s N08-32"':-W D�B. XlmbMy P...1 237.53' Vd. 5820, Pg. 2130 L36 O.P.R.C.C.T. L34 35 L33 N51°42'39"E �L32 216.49, �L31 L30 9k. Sprats. L.P. M1.• W-0079383 O.P.R.C.C.T. IMEM-1 S00°I6110"W 24D.11' S00.05'15"W _�{66 193.73' Q 45® L L \ 1 9• . 4 290.877 Acres 12,670,595 Sq. Ft. TRACT 1 MM ANNA 325LLC INST.- 20190411060386110 O.P.R.C.C.T. CADC A.H.- C—k, LLC W.• 2DWS29000063102D O.P.R.C.C.T. S89°09'27"W N 0 500 1000 GRAPHIC SCALE IN FEET LL9LLL 117 192D L6 21 IB L15 Stwkh Mmn Vd. 4335, PQ. 95S 0P.R.0A.T. J A • 38•31' 54" R 411.91' L - 277. 52 LC• 515'52' 22 271.82' SJS• 0 �By 01Yg.,* �apQJ �% L19 N 70• 49` BB" E 15.4M1` LSS N �2` 0 L20 S 57° 0 ' 59" E 24.14' L54 N 10° IM1' 45" E 9 L21 S 4I° 22' 42" E 62.38' L55 I N 28° 03' 26" E 46.51' L22 S 01° 13' 29" E 28.82' L56 I N 04° 16' 56" E 105.49' "This document was prepared under 22 TAC 663.21, L2L24 S 69° 0N 55° 00' 41" W In.58' 0' 59" E 55.72' O L25 N 65° 08' S5" E 164.54' does not reflect the results of an on the ground survey, L25 N 24. 07' 01" E 75.15' iV L27 N 08° 28' 12" E 6B.74' and is not to be used to convey or establish interests in L28 N IS- 3T 24' E 30.27' LO L29 N 39° 07' 19" E 204.J2' real property except those rights and interests implied or L30 N 15° 5B' 26" E 96.33' L31 N )0° W20" E 1 39.I5' established by the creation or reconfiguration of the L32 N 16° 20' 38" W 43.77' L33 N 25° 38' 17" W 55.21' O boundary of the political subdivision for which it was L34 N 30° 23' 5T' W 42.71' L35 N 30° 57' 56" W 141.18' 0 prepared." a 0 c o' rn EXHIBIT A-3 "PID PROPERTY" P E LOTO N 290.877 ACRES I�I I LAND SOLUTIONS 11000 FRISCO ST. SUITEFRISC° ST. SUITE 400�JOB#: CEN18001 (DRAWN BY: SRAMSEY ICHECKED BY: SRAMSEY (DATE: 11/26/2019 1 PAGE#: 1 OF 1#: CEN18001 (DRAWN BY: SRAMSEY ICHECKED BY: SRAMSEY (DATE: 11/26/2019 1 PAGE#: 1 OF 1 FRISCO TX 75033 469-213-1800 iwr. WALIF .IA.10R\rFW1Ann1 SHFR1 FY 125 AC\MASTER DEV\_SURVEY\EXHIBITS\CEN180D1_EX4.DWG PLOT DATE: 12/2/2019 THENCE N 40036'12"E, 97.96 FEET; THENCE N 22054'02"E, 117.90 FEET; THENCE N 54018'35"E, 58.08 FEET; THENCE N 42030'22"E, 62.53 FEET; THENCE N 22013'30"E, 121.36 FEET; THENCE N 31023'35"E, 106.80 FEET; THENCE N 2403TO1 "E, 76.66 FEET; THENCE N 08041'50"W, 134.21 FEET; THENCE N 30006'30"E, 75.08 FEET; THENCE N 66006'02"E, 55.48 FEET; THENCE N 52019'07"E, 141.40 FEET; THENCE N 18014'45"E, 95.78 FEET; THENCE N 43056'12"E, 420.59 FEET; THENCE N 28003'26"E, 46.51 FEET; THENCE N 04016'56"E, 105.49 FEET; THENCE N 89036'40"E, 276.78 FEET; THENCE N 89054'11 "E, 938.53 FEET TO THE POINT OF BEGINNING AND CONTAINING 12,670,595 SQUARE FEET OR 290.877 ACRES OF LAND MORE OR LESS. "This document was prepared under 22 TAC 663.21, does not reflect the results of an on the ground survey, and is not to be used to convey or establish interests in real property except those rights and interests implied or established by the creation or reconfiguration of the boundary of the political subdivision for which it was prepared." EXHIBIT A-2: "IN CITY PROPERTY" 31.964 ACRES BEING THAT CERTAIN TRACT OF LAND SITUATED IN THE J. ELLET SURVEY, ABSTRACT NUMBER 296, AND THE W. RATTAN SURVEY, ABSTRACT NUMBER 752 COLLIN COUNTY, TEXAS, BEING ALL OF THAT TRACT OF LAND DESCRIBED BY DEED TO BFB ANA 40 ACRES, LLC, RECORDED IN INSTRUMENT NUMBER 20190412000390800, OFFICIAL PUBLIC RECORDS, COLLIN COUNTY, TEXAS, AND BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGINNING AT THE MOST SOUTHERLY SOUTHEAST CORNER OF SAID BFB ANNA 40 ACRES TRACT BEING THE SOUTHWEST CORNER OF THAT TRACT OF LAND DESCRIBED IN DEED TO AT&T CORP. RECORDED IN INSTRUMENT NUMBER 20170308000301250 OF SAID O.P.R.C.C.T. AND BEING IN THE NORTH LINE OF THAT TRACT OF LAND DESCRIBED IN DEED TO ONE ANNA TWO, LTD. RECORDED IN INSTRUMENT NUMBER 20070201000151600 OF SAID O.P.R.C.C.T. THENCE S 89004'42"W, 832.53 FEET; THENCE N 05015' 18"E, 811.64 FEET; THENCE N 34016'56"E, 286.03 FEET TO THE BEGINNING OF A CURVE TO THE LEFT; THENCE WITH SAID CURVE TO THE LEFT, AN ARC DISTANCE OF 277.01 FEET, THROUGH A CENTRAL ANGLE OF 3803 P54", HAVING A RADIUS OF 411.91 FEET, THE LONG CHORD WHICH BEARS N15000'59"E, 271.82 FEET; THENCE N 04014'58"W, 285.02 FEET; THENCE N 88044'00"E, 810.23 FEET; THENCE S 08001'37"E, 97.91 FEET; THENCE S 03036'10"W, 200.49 FEET; THENCE S 07036'25"W, 1,157.29 FEET; THENCE S 89008'12"W, 82.86 FEET; THENCE S 10019'04"W, 152.94 FEET TO THE POINT OF BEGINNING AND CONTAINING 1,392,344 SQUARE FEET OR 31.964 ACRES OF LAND MORE OR LESS. "This document was prepared under 22 TAC 663.21, does not reflect the results of an on the ground survey, and is not to be used to convey or establish interests in real property except those rights and interests implied or established by the creation or reconfiguration of the boundary of the political subdivision for which it was prepared." t CURVE TABLE NO. DELTA RADIUS LENGTH CHORD BEARING CHORD C1 38'31'54" 411.91' 277.01' N15'00'59"E 271.82' N 04'14' 58"W 285.02' TRACT 1 MM ANNA 325, L L C INSTjj 20790411000386110 O.P.R. C. C. T a v 00 w in 0 z SHEIKH M. ALAM INST.g 19990120000074010 0. P. R. C. C. T. N88'44'00"E 810.23' Approximate Survey Line g0 1� • act Abstr BFB ANA 40 ACRES, LLC INST.,f# 20190412000J90800 O. P. R. C. C. T. 31.964 ACRES 1,392,344 SQUARE FEET S89'08'12"W 82.86' S10'19' 04" W 152.94'�-1 S89'04'42"W 832.53' POINT OF BEGINNING ONE ANNA TWO, L TO. / INST.# 20070201000751600 I 0. P. R. C. C. T. "This document was prepared under 22 TAC 663.21, does not reflect the results of an on the ground survey, and is not to be used to convey or establish interests in real property except those rights and interests implied or established by the creation or reconfiguration of the boundary of the political subdivision for which it was prepared." P E LOTO N I'III LAND SOLUTIONS 11000 FRISCO ST. SUITE 400 FRISCO, TX 75033 469-213-1800 nwr unuc i.� ino�rcu�cnrn cucoi ry ins erg N 0 200 400 GRAPHIC SCALE IN FEET S08'01 '37"E 97.91' S03'36'10"W 200.49' Z, P AT&T CORP. INSTjj 20060912001JI8850 0. P. R. C. C. T. EXHIBIT A-2 "IN CITY PROPERTY" 31.964 ACRES JOB #: CEN18001 1DRAWN BY: MYOST ICHECKED BY: SRAMSEY (DATE: 6/08/2020 1 PAGE #: 1 OF 1 Exhibit A-2 METES AND BOUNDS DESCRIPTION AND DEPICTION OF THE IN -CITY PROPERTY EXHIBIT A-2: "IN CITY PROPERTY" 31.964 ACRES BEING THAT CERTAIN TRACT OF LAND SITUATED IN THE J. ELLET SURVEY, ABSTRACT NUMBER 296, AND THE W. RATTAN SURVEY, ABSTRACT NUMBER 752 COLLIN COUNTY, TEXAS, BEING ALL OF THAT TRACT OF LAND DESCRIBED BY DEED TO BFB ANA 40 ACRES, LLC, RECORDED IN INSTRUMENT NUMBER 20190412000390800, OFFICIAL PUBLIC RECORDS, COLLIN COUNTY, TEXAS, AND BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGINNING AT THE MOST SOUTHERLY SOUTHEAST CORNER OF SAID BFB ANNA 40 ACRES TRACT BEING THE SOUTHWEST CORNER OF THAT TRACT OF LAND DESCRIBED IN DEED TO AT&T CORP. RECORDED IN INSTRUMENT NUMBER 20170308000301250 OF SAID O.P.R.C.C.T. AND BEING IN THE NORTH LINE OF THAT TRACT OF LAND DESCRIBED IN DEED TO ONE ANNA TWO, LTD. RECORDED IN INSTRUMENT NUMBER 20070201000151600 OF SAID O.P.R.C.C.T. THENCE S 89004'42"W, 832.53 FEET; THENCE N 05015'18"E, 811.64 FEET; THENCE N 34°16'56"E, 286.03 FEET TO THE BEGINNING OF A CURVE TO THE LEFT; THENCE WITH SAID CURVE TO THE LEFT, AN ARC DISTANCE OF 277.01 FEET, THROUGH A CENTRAL ANGLE OF 3803 F54", HAVING A RADIUS OF 411.91 FEET, THE LONG CHORD WHICH BEARS NI5°00'59"E, 271.82 FEET; THENCE N 04014'58"W, 285.02 FEET; THENCE N 88044'00"E, 810.23 FEET; THENCE S 08001'37"E, 97.91 FEET; THENCE S 03036'10"W, 200.49 FEET; THENCE S 07036'25"W, 1,157.29 FEET; THENCE S 89008'12"W, 82.86 FEET; THENCE S 10019'04"W, 152.94 FEET TO THE POINT OF BEGINNING AND CONTAINING 1,392,344 SQUARE FEET OR 31.964 ACRES OF LAND MORE OR LESS. "This document was prepared under 22 TAC 663.21, does not reflect the results of an on the ground survey, and is not to be used to convey or establish interests in real property except those rights and interests implied or established by the creation or reconfiguration of the boundary of the political subdivision for which it was prepared." CURVE TABLE NO. DELTA RADIUS LENGTH CHORD BEARING CHORD C1 38'31'54" 411.91' 277.01' N15'00'59"E 271.82' SDK �e'`� 296 E�le���be 3•dct bS�M A N04'14'58"W 285.02' TRACT 1 MM ANNA 325, L L C INST,/ 20790411000386110 4V 0. P. R. C. C. T. a � ry co 00 w in LO 0 z SHEIKH M. ALAM INST.r 19990120000074070 0. P. R. C. C. T. N88'44'00"E 810.23' Approximate Survey Line Rp� 1J��be� V� 5L•"oc1• b A BFB ANA 40 ACRES, LLC 1NST.# 20190412000J90800 0. P. R. C. C. T. 31.964 ACRES 1,392,344 SQUARE FEET S89'08'12"W 82.86' S10*19'04"W 152.94'�i S89'04'42"W / 832.53' POINT OF BEGINNING ONE ANNA TWO, L TD. / INST,� 20070201000151500 I 0. P. R. C. C. T. "This document was prepared under 22 TAC 663.21, does not reflect the results of an on the ground survey, and is not to be used to convey or establish interests in real property except those rights and interests implied or established by the creation or reconfiguration of the boundary of the political subdivision for which it was prepared." P E LOTO N I�III LAND SOLUTIONS 11000 FRISCO ST. SUITE 400 JOB#: CEN18001 FRISCO, TX 75033 469-213-1800 lwr KIA— I, \.Il1C\I`CIJ1{i(1I11 CWrPIFY i ArXMAGTFR nP7V\ CIIRVFY\I N 0 200 400 GRAPHIC SCALE IN FEET S08'01'37"E 97.91' S03'36'10"W 200.49' - AT&T CORP. INST# 20050912001JI8850 0. P. R. C. C. T. EXHIBIT A-2 "IN CITY PROPERTY" 31.964 ACRES BY: MYOST (CHECKED BY: SRAMSEY IDATE: 6/08/2020 1 PAGE #: 1 OF 1 Exhibit A-3 METES AND BOUNDS DESCRIPTION AND DEPICTION OF THE PID PROPERTY E'-' =IBIT A-i: "PID PROPERT V"' 290.877 ACRES = G THAT CERTAIN TRACT OF LAND SITL:ATED EN TI-M Z. ROBERTS SURVEY. ABSTRACT NnIBER 760. THE J. BOYLE SL-R%EY_ ABSTR.AC'T \TUBBER 105, THE J.M. KINC:ADE SURVEY. ABSTRACT NUMBER 509. THE J. ELLET SGR��Y. ABSTRACT N�LTMBER 296. AND THEIN'. RA.TTAN SURVEY. ABSTRACT NnIBER 752 C'OLLIN COUNTY. TEXAS. BEING ALL OF THAT LAND DESCRIBED BY DEED TO \L\l ANNA 325. LLC. (TRA.CT 1) RECORDED EN INSTRUIMEN'I NUTI%IBER 20190411000356110. OFFIC'LAL PUBLIC RECORDS. COLLIN COUNTY. TEXAS. AND BEING MORE P_ARTICnARLY DESCRIBED BY METES .4NTD BOUNDS AS FOLLOWS: BEGINNING AT THE MOST N'ORTKERLY NORTHEAST CORNER OF S_kID TRACT 1: THENCE S 01°39'2*17 "E. 46.23 FEET: THENCE S 0000*7'45" W_ 239_621 FEET; THENCE S 00`02'54"E. 240.98 FEET: THENCE S 00"1610"IN". 240.11 FEET. THENCE S 00005,15" W. 193_73 FEET: THENCE S 0000949"'VJ. 159.37 FEET: THENCE S 03`'07'30"'V. 136.17 FEET: THENCE S 117_40 FEET: THENCE S 89`51'18"E. 18.32 FEET. THENCE N 55045'1S"E_ 13?7 FEET: THENCE N 29`'20'54"E_ 61.95 FEET: THENCE N 82059121"E. 29.11 FEET: THENCE S '604S'02"E. 38.97 FEET: THENCE N S1031'02"E. 42.52 FEET: THENCE N 6405610"E. 12.15 FEET: THENCE S 30"32'0S"E. 25 2' FEET: THENCE S 00014'15" WT. 13?8 FEET: THENCE S 32018'5S"E. 21.36 FEET. THENCE S 78007"20"E. 14. 6 FEET THENCE N 1002629''E_ 17.31 FEET: THENCE N 5303510''E_ 21.SS FEET: THENCE N 79049`5S"L 15.44 FEET: THENCE S 5'`06'59"E. 24.14 FEET: THENCE S 41"22'42"E, 62.3S FEET. THENCE S O1' I3 20"E. 2S.82 FEET: THENCE S 00"45'46" W. 119.18 FEET: THENCE S SS`56'221"E. 602.59 FEET. TO THE NORTHEAST CORNIER OF SAID `%fILLER.�_N-D PAYNE TRACT RECORDED IN INSTRUNIEA'T NU_IIBER 20110401000341650 Ati-D BEE G =HE NOR=H':['EST COR\'ER OF AFOREMEXTIONED MILLER TRACT RECORDED IN VOLL NIE 2667. PAGE 6-1: THENCE N S9`49'51 "E. 933.16 FEET; THENCE N S9046'06"E_ 4SS_86 FEET. PASSLNIG THE NORTHEAST CORNER OF SAID MU_LER TRP.C'T AKD BEING THE NORTH'%zTEST CORNER OF AFOREAIEN-TIONED \ffLLER TRACT REC (DRDED IN VOLU-NIE 106S. PAGE 507: THENCE S 03°23'35"E. 989.07,FEET. TO --HE BEGINNING OF A CL TTHE P CHT: THENCE I ITH SAID C'LRVE TO THE RIGHT. AN ARC DIST.ANC'E OF 277_01 FEE TIC.+7 CH A C N-TRAL ANGLE OF 3S"31' 54". FUVING A RADNS OF 411.91 FEET, THE LONG C HOOD WHICH BEARS S 15`'S_' `22" : '. 271.S2 FEET: THENCE S 35`0S'19 "W. ZS6.03 FEET: THENCE S W06'41"W. 811.64 FEET: THENCE S S9`56'10"`WT_ 1154.1ti� FEET: THENCE N 00`10'56"E. 23_' 21 FEET: THENCE S S9`09"7"ll . 7-94.06 FEET: THENCE S S9039'13'M 1753.65 FEET: THENCE S S9°55'39" W. 746.70 FEET: THE?NC'E S S9051'39""W. 315.51 FEET: THENCE S S9"0941"'A. 111.5S F EET: THENCE N 20`'10'35"E_ 140.94 FEE--: THENCE N 55"00'59"E_ 55.72 FEET: THENCE N 6"08`55" E_ 164.54 FEET. THENCE N 24°07'01 "E_ 75.1) FEET: THENCE N 0802812"E. 68.74 FEET: THENCE N 18033'24"E. 30 27 FEET: THENCE N 39°07'19"E. 204.32 FEET: THENCE N 15`'58'26"E. 96.33 FEET: THENCE N 51"42'39"E_ 216.49 FEET: THENCE N 10"14'20"E. 39.18 FEET: THENCE N 16`'20'3SIV. 43.77- FEET: THENCE N 25"3817W. 56.21 FEET: THENCE N 30C23'51"IV. 42.71 FEET: THENCE N 30`5?'56" W. 141.1S FEET: THENCE N 22`04'56''W. 11 '1 FEET. THEl,"C'E N 0S` 32'1S''W. 237.5 3 FEET. THENCE N 21°21'56" W. 73.37 FEE=: THENCE N 12=45'32'A%. 39.65 FEET: THE'_N"C'E N 04005'51 "E_ 114.57 FEET: THENCE N 0503 , 47"E. 102.03 FEET: THENCE N 20"IT50"E_ 61.91 FEET: THENCE N 15"5654"E_ 32.?2 FEET: THENCE N 10°49'32"E_ 87.03 FEET: THENCE N 23`'29'O1"E_ 2.38.46 FEET: THENCE N 60°OS'36"E_ 217.24 FEET: THENCE N 40`'16'12"E_ 9'.96 FEET: THENCE N 22`'54'02"E. 117.90 FEET; THENCE N 54`18135"E_ 5S.08 FEET: THENCE N 42030'22"E. 62.53 FEET: THENCE N 22`13'3U''E_ 121.36 FEET: THENCE N 31°23'35"E. 105_S0 FEE.. THENCE N 2403701"E. ?6.66 FEET: THENCE N O8`'41'S0"W. 134 21 FEET: T=HENC E N 30`06'30"E. -S.OS FEET: THENCE N 66°0602"E. 55.45 FEET: THENCE N 52019'07E. 141.40 FEET: THENCE N 13014'45"E. 95.-5 FEET: THENCE N 43"55612"E_ 420_SG FEET: THENCE N 28003'26"E_ 46.4�1 FEET: THENCE N 04016'56"E_ 105.49 FEET. THENCE N S9`'3640"E_ 276_78 FEET: THENCE N S9`54'11"E_ 933.53 FEET TO THE POLKT OF BEGL\TNING AND C'ONr�TING 12.670.595 SQUARE FEET OR 290.57?ACRES OF LA-NTD MORE OR LESS_ :­ U: 7 Iq T L i. q1a..?L - TX.1 H ;-LE I FEET L L L i. L L L L L L L; L , L T T 7 LL: "This document was prepared under 22 TAC 663.21. does not reflect the results of an on the ground survey, and if; not to be used to convey or establish interests in real pr,,,)per-,V except those rights and interest,, implied or established by the creation or reconfiguration of the boundary of the political subdivision for which it was WIN M tm® Lum� BMW prepared-" Ftii !141! PELOTON LAMP SOLUTIOMA cE_ms:-,. DRAVO-1 21: SPAV2EI E 'HI IT A-.) "�F _ROPE Ti 2 9 C,. R 7 7 ACRES E.": 2RANQSY ]DATE : 1 1 FAE *. 1 OF I FLIT 1-TE 1 Exhibit B AUTHORIZED IMPROVEMENTS WITH THEIR BUDGETED COSTS P E LOTO N L A N D SOL UTIONS 348 TOTAL LOTS 61.3 SINGLE FAMILY/TH ACRES 9.0 THOROUGHFARE ACRES 11,250 LOCAL LENGTH OF STREETS (FT) 5,920 MINOR ARTERIAL LENGTH (FT) OPINION OF PROBABLE COST CENTURION AMERICAN - SHERLEY TRACT, PHASE 1 City of Anna, Collin County, Texas Project Number: Prepared For: Date: File Name: Prepared by: Checked by: rnNSTRI IrTInN rnRTR CEN 18001 CENTURION AMERICAN April 30, 2020 SHERLEY - PHASE 1 THM CAL SUMMARY MI Costs PID Costs Private Costs Total Costs DESCRIPTION 1 - Earthwork $132,960 $300,480 $558,035 $991,475 2 - Retaining Walls $0 $0 $339,330 $339,330 3 - Water $390,689 $969,453 $0 $1,360,142 4 - Sanitary Sewer $0 $925,840 $0 $925,840 5 - Storm $668,780 $735,270 $0 $1,404,050 6 - Paving $1,558,867 $1,883,780 $0 $3,442,647 7 - Street Lights & Signs $177,800 $87,675 $0 $265,475 8 - Screen Walls & Entry Monument $0 $345,000 $0 $345,000 9 - Landscaping and Irrigation $0 $59,960 $0 $59,960 10 - Amenities - $0 11 - District Formation - - $0 TOTAL CONSTRUCTION COSTS $2,929,096 $5,307,458 $897,365 $9,133,919 hAtcrF1 I ANFnl1S rnCTC DESCRIPTION QTY UNIT AMOUNT AMOUNT AMOUNT TOTAL Engineering & Surveying (12% of items 1-6 above) 1 LS $330,156 $577,779 $66,964 $974,898 SWPPP (plan preparation & inspections) 1 LS $9,000 $6,000 $6,000 $21,000 Preliminary Platting Fee ($325 + $5/LOT) 1 LS $2,065 $0 $0 $2,065 Final Platting Fee ($325 + $5/LOT) 1 LS $2,065 $0 $0 $2,065 Maintenance Bond (2% of Pvg & Util Contracts) 2% % $52,370 $90,290 $0 $142,660 Engineering Review Fee 1 LS $2,500 $0 $0 $2,500 Inspection Fee 4% % $117,160 $212,300 $35,890 $365,350 Geotechnical Testis 10% of Earthwork 10% % $13,300 $30,050 $55,800 $99,150 12 - TOTAL MISC. COSTS $528,616 $916,419 1 $164,654 1 $1,609,688 RIIMMARY Construction Costs $2,929,096 $5,307,458 $897,365 $9,133,919 Miscellaneous Costs $528,616 $916,419 $164,654 $1,609,688 13 - Contingency Costs 5% $172,886 $311,194 $53,101 $537,180 NET PROJECT COSTS $3,630,600 $6,535,070 $1,115,120 $11,280,790 Per Acre: Per Lot: By/Checked Description Date Previous Cost AM Original Estimate DK Landplan 12/3/2018 $ 10,808,289 CAL Revised Landplan DK Landplan 8/2/2019 $ 3,983,670 THM Revised phase 1 limits DK Landplan 8/9/2019 $ 5,223,470 CAL Revised unit costs and inspection fees DK Landplan 10/14/2019 $ 11,322,720 MPP Checked/revised cell formulas DK Landplan 11/26/2019 $ 12,860,980 MPP Deleted 30" MI sewer line DK Landplan 4/30/2020 $ 12,861,310 184 026 32 416 J:\Job\CEN18001_Sherley_325 Ac\Master Dev\_Entitlements\Development Agreement\20200430 REVISION\2020- 0430 SHERLEY PHASE 1 OPC.xlsx 1 of 7 GENERAL NOTES (PAGE 1) 1) This estimate is based on the land plan prepared by Peloton Land Solutions dated 7/18/19. Actual quantities will be determined at the conclusion of the final construction plans. 2) Earthwork quantities do not include costs for rock excavation. 2' of cut across the entire site was used for the purposes of determining earthwork. A preliminary geotechnical was not cross referenced for this task 3) Sidewalks adjacent to residential lots are excluded from the cost estimate. Sidewalks are assumed to be constructed by the home builder, except to where adjacent to park detention or open space. ADA ramps are required to be built by the developer and are included in this estimate. 4) All fees need to be verified by the City of Anna. 5 ) Impact fees and Park fees are not included in this estimate. 6) Franchise costs are not included in this estimate. 7) This estimate does not include costs for tree mitigation. 8 ) Costs for exposed beams have been excluded from this estimate. 9) The lot grading assumptions are as follows: The use of a maximum V exposed beam, a maximum backyard slope of 10:1, 1% minimum grade, and a 3:1 maximum slope of side yards. 10) This estimate does not include moisture conditioning. Should it be necessary, the actual cost would be dependent on the final geotechnical report. No street moisture conditioning was included in this estimate. 11) Cost estimate does not include costs for detention. A preliminary downstream analysis has not been conducted. This cost estimate assumes Oncor will allow for utility crossings within their easement 12) This cost estimate assumes for the 12" offsite waterline to be looped into an existing waterlines at the north ends of Standridge Blvd. and Shadybrook Trail, as constructed with Villages of Hurricane Creek, Phase 1 13) Costs shown herein exclude interest, legal fees, other services provided by others, off -site sanitary sewer pro-rata, off - site water line improvements, telephone service, off -site easement preparation & procurement, impact fees, or other costs not specifically addressed, rock excavation, jurisdictional determination and permit processing, and brick pavers. Engineering costs do not include cost for staking retaining walls. 14) Since the design professional has no control over the cost of labor, materials, or equipment, or over the contractor's method of determining prices, or over competitive bidding or market conditions, his opinions of probable development cost provided for herein are to be made on the basis of his experience and qualifications. These opinions represent his best judgment as a design professional familiar with the construction industry. However, the design professional cannot and does not guarantee that proposals, bids, or the development cost will not vary from opinions of probable cost prepared by him. If the owner wishes greater assurance as to the development cost, he shall employ an independent cost estimator. 15 ) This estimate has been modified to reflect City of Anna being responsible for constructing the Hurricane Creek sanitary sewer lines (Projects D & E) as shown on the Conceptual Alignment Exhibit dated May 2018. No costs for this construction are contained within this estimate. J:\Job\CEN18001_Sherley_325_Ac\Master Dev\_Entitlements\Development Agreement\20200430 REVISION\2020- 0430 SHERLEY PHASE 1 OPC.xlsx 2 of 7 MI COSTS OFFSITE EXCAVATION STANDRIDGE PKWY., E-W COLLECTOR AND SHADYBROOK TRAIL Description QTY UNIT UNIT PRICE AMOUNT Clear, Strip & Grub _ 9.00 AC 2,500.00 22,500.00 Excavation (2 foot Cut) 35,080 CY 2.50 87,700.00 _ _ Silt Fence Removal & Disposal of Unsuitable Materials 11,840 LF 1.50 17,760.00 1 LS 5,000.00 6,000.00 TOTAL EXCAVATION $132,960.00 OFFSITE WATER STANDRIDGE PKWY., E-W COLLECTOR AND SHADYBROOK TRAIL Description QTY UNIT UNIT PRICE AMOUNT 12" PVC Water Line STANDRIDGE BLVD, E-W COLLECTOR 3,790 LF 45.00 170,550.00 8" PVC Water Line SHADYBROOK TRAIL 2,680 LF 24.00 64,320.00 12" Gate Valve & Box 18 EA 2,400.00 43,200.00 8" Gate Valve & Box 9 EA 1,400.00 12,600.00 Fire Hydrant Assembly inc. 6" Gate Valve 15 EA 4,200.00 63,000.00 Cast Iron Fittings 3 TN 6,000.00 19,800.00 Concrete Blocking - Type B 10 CY 150.00 1,485.00 Trench Safety 6,470 LF 1.00 6,470.00 Testing (Excluding Geotech 6,470 LF 1.20 7,764.00 Connect to Existing Water Stub 2 EA 750.00 1,500.00 TOTAL OFFSITE WATER $390,689.00 OFFSITE SANITARY SEWER MAIN ALONG HURRICANE CREEK Description QTY UNIT UNIT PRICE AMOUNT 30" Sanitary Sewer Main PS115, ASTM F679 5,400 LF 0.00 15" Sanitary Sewer Main SDR-35 580 LF 0.00 12" Sanitary Sewer Main (SDR-35) 2,820 LF 0.00 6' Dia. Manhole w/ epoxy coating 5' Dia. Manhole w/ epoxy coating 12 EA 0.00 13 EA 0.00 Manhole - Vacuum test 25 EA _ 0.00 Connect to Existing Sewer Stub 2 EA 0.00 Trench Safety_ 8,800 LF 0.00 _ Post Construction CCTV 8.800 LF 0.00 TOTAL SEWER $0.00 STORM DRAINAGE STANDRIDGE PKWY., E-W COLLECTOR AND SHADYBROOK TRAIL Description QTY UNIT UNIT PRICE AMOUNT 18" RCP 400 LF 53.00 21,200.00 21" RCP 150 LF 57.00 8,550.00 24" RCP 440 LF 67.00 29,480.00 30" RCP 40 LF 85.00 3,400.00 36" RCP 50 LF 109.00 5,450.00 42" RCP 820 LF 146.00 119,720.00 48" RCP 300 LF 176.00 52,800.00 2-5'x5' RCB 170 LF 625.00 106,250.00 2-7'x4' RCB 160 LF 850.00 136,000.00 4'x4' Drop Inlet 1 EA 4,000.00 4,000.00 10' Std. Curb Inlet 6 EA 4,000.00 24,000.00 15' Std. Curb Inlet 6 EA 5,100.00 30,600.00 20' Std. Curb Inlet 2 EA 6,000,00 12,000.00 5' S uare Stormwater Manhole 2 EA 5,500.00 11,000.00 42" Headwall 1 EA 4,750.00 4,760.00 54" Headwall 1 EA 6,250.00 6,250.00 2-5'x5' Headwall 2 EA 13,000.00 26,000.00 2-7'x4' Headwall 2 EA 15,000.00 30,000.00 Trench Safety 2,530 LF 1.00 2,530.00 Rip Rap 140 SY 90.00 12,600.00 Inlet/SDMH Protectors 15 EA 130.00 1,950.00 Onsite Channel Concrete 2,700 SF 7.50 20,250.00 TOTAL STORM $668,780.00 J:\Job\CEN18001_Sherley_325_Ac\Master Dev\_Entitlements\Development Agreement\20200430 REVISION\2020- 0430 SHERLEY PHASE 1 OPC.xlsx 3 of 7 MI COSTS OFFSITE PAVING STANDRIDGE PKWY., E-W COLLECTOR AND SHADY ROOK TRAIL Description QTY UNIT UNIT PRICE AMOUNT 8" Conc Pavement w/ 1 - 25' B-B (Standrid e Pkwy.) 2,916 SY 48.00 139,968.00 8" Conc Pavement w/ 2 - 25' B-B E-W Coll. & Shad brook Tr. 3,940 SY 48.00 189,120.00 8" Conc Pavement w/ 40' B-B E-W Coll. & Shad brook Tr. 18,500 SY 48.00 888,000.00 6" Lime Stabilized Subgrade 27,892 SY 3.20 89,253.12 *Hydrated Lime (36#/SY) 510 TONS 164.00 83,640.00 4', 4" Conc. Sidewalk 11,840 SF 5.65 66,896.00 Curlex 11,840 LF 1.00 11,840.00 B/F Ramps 46 EA 1,525.00 70,150.00 Standard Street Header 400 LF 25.00 10,000.00 Standard Street Barricade 400 1 LF 1 25.00 10,000.00 TOTAL PAVING $1,558,867.12 STREET LIGHTS & SIGNS STANDRIDGE PKWY., E-W COLLECTOR AND SHADYBROOK TRAIL Description QTY UNIT UNIT PRICE AMOUNT Street Light - 2 Fixtures 400' spacing) 15 EA 5,000.00 74,000.00 Street Light - 1 Fixture at intersections 16 EA 3,000.00 48,000.00 Conduit - 2 Inch - Open Cut - Sched. 40 (Street Lights) 4,700 LF 10.00 47,000.00 Sign Posts/Street Name Blades 16 EA 550.00 8,800.00 TOTAL STREET LIGHTS & SIGNS $177,800.00 J:\Job\CEN18001_Sherley_325_Ac\Master Dev\_Entitlements\Development Agreement\20200430 REVISION\2020- 0430 SHERLEY PHASE 1 OPC.xlsx 4 of 7 PID DIRECT EARTHWORK Description QTY I UNIT UNIT PRICE AMOUNT 35% of private earthwork cost is associated with streets $300,480.25 ONSITE WATER Description QTY UNIT UNIT PRICE AMOUNT 8" PVC Water Line 14,090 LF 24.00 338,160.00 8" Gate Valve & Box 58 EA 1,400.00 81,200.00 1" Water Service - Residential 348 EA 875.00 304,500.00 Fire Hydrant Assembly inc. 6" Gate Valve 39 EA 4,200.00 163,800.00 Sampling Station 1 EA 5,000.00 5,000.00 Cast Iron Fittings 7 TN 6,000.00 42,600.00 Concrete Blocking - Type B 21 CY 150.00 3,195.00 Trench Safety 14,090 LF 1.00 14,090.00 Testin(Excluding Geotech 14,090 LF 1.20 16,908.00 TOTAL WATER $969,453.00 SANITARY SEWER Description QTY UNIT UNIT PRICE AMOUNT 8" Sanitary Sewer Main SDR-35) 12,640 LF 35.00 442,400.00 4' Dia. Manhole w/ epoxy coating 46 EA 5,100.00 234,600.00 Manhole - Vacuum test 46 EA 150.00 6,900.00 4" Sewer Service with cleanouts 348 EA 585.00 203,580.00 Connect to Existing Sewer Stub 2 EA 1,800.00 3,600.00 Trench Safety 12,640 LF 1.00 12,640.00 Post Construction CCTV 12,640 LF 1.75 22,120.00 TOTAL SEWER $925,840.00 STORM Description QTY UNIT UNIT PRICE AMOUNT 18" RCP _ 21" RCP 360 LF 53.00 19,080.00 150 LF 57.00 8,550.00 24" RCP 1,050 LF 67.00 70,350.00 30" RCP 1,610 LF 85.00 136,850.00 36" RCP 50 LF 109.00 5,450.00 42" RCP 250 LF 146.00 36,500.00 48" RCP 550 LF 176.00 96,800.00 54" RCP 600 LF 177.00 106,200.00 4'x4' Drop Inlet 2 EA 4,000.00 8,000.00 10' Std. Curb Inlet 18 EA 4,000.00 72,000.00 15' Std. Curb Inlet 8 EA 5,100.00 40,800.00 20' Std. Curb Inlet 6 EA 6,000.00 36,000.00 4' S uare Stormwater Manhole 2 EA 4,500.00 9,000.00 5' Square Stormwater Manhole 1 EA 5,600.00 5,500.00 6' Square Stormwater Manhole 1 EA 6,500.00 6,500.00 24" Headwall 1 EA 2,000.00 2,000.00 30" Headwall 3 EA 3,500.00 10,500.00 36" Headwall 1 EA 4,250.00 4,250.00 42" Headwall 1 EA 4,750.00 4,750.00 54" Headwall 2 EA 6,250.00 12,500.00 Trench Safety 4,620 LF 1.00 4,620.00 Rip Rap 160 SY 90.00 14,400.00 Inlet/SDMH Protectors 34 EA 130.00 4,420.00 Onsite Channel (Concrete) 2,700 SF 7.50 20,250.00 TOTAL STORM $735,270.00 JAJob\CEN18001_Sherley_325_Ac\Master Dev\_Entitlements\Development Agreement\20200430 REVISION\2020- 0430 SHERLEY PHASE 1 OPC.xlsx 5 of 7 PID DIRECT PAVING Description QTY UNIT UNIT PRICE AMOUNT 6" Conc Pavement w/ 31' B-B 40,700 SY 38.00 1,546,600.00 6" Lime Stabilized Subgrade 44,800 SY 3.20 143,360.00 *Hydrated Lime 36#/SY 810 TONS 164.00 132,840.00 4', 4" Conc. Sidewalk 3,240 SF 5.75 18,630.00 B/F Ramps 12 EA 1,525.00 18,300.00 Curlex 22,500 LF 1.00 22,500.00 Standard Street Header 31 LF 25.00 775.00 Standard Street Barricade 31 LF 25.00 775.00 TOTAL PAVING $1,883,780.00 STREET LIGHTS & SIGNS Description QTY UNIT UNIT PRICE AMOUNT Street Light - 1 Fixture (at intersections) 28 EA 3,000.00 84,375.00 Sign Posts/Street Name Blades 6 EA 550.00 3,300.00 TOTAL STREET LIGHTS & SIGNS $87,675.00 SCREENING WALLS & ENTRY MONUMENTS Description QTY UNIT UNIT PRICE AMOUNT 6' Brick Thinwall 2,050 LF 100.00 205,000.00 Entry Feature 4 EA 35,000.00 140,000.00 TOTAL SCREENING WALLS & ENTRY MONUMENTS $345,000.00 LANDSCAPING & IRRIGATION Description QTY UNIT UNIT PRicET AMOUNT Water Service 2" Irrigation Line 8 EA 2,400.00 19,200.00 2-4" PVC Irrigation Sleeve - Schedule 40 (Street Intersections) 320 LF 18.00 5,760.00 Landscape 1 LS 25,000.00 25,000.00 Miscellaneous Mowing, Cleanup & Haul -Off 1 LS 10,000.00 10,000.00 TOTAL LANDSCAPING & IRRIGATION $59,960.00 J:\Job\CEN18001_Sherley_325_Ac\Master Dev\_Entitlements\Development Agreement\20200430 REVISION\2020- 0430 SHERLEY PHASE 1 OPC.xlsx 6 of 7 PRIVATE EARTHWORK Description QTY UNIT UNIT PRICE AMOUNT Clear, Strip & Grub 61.3 AC 2,500.00 153,250.00 Excavation 2 foot Cut. 226,900 CY 2.50 567,250.00 Rough Lot Grading 348 LOT 200.00 69,600.00 Final Lot Grading 348 LOT 110.00 38,280.00 Silt Fence 10,090 LF 1.50 15,135.00 Rock Check Dam 6 EA 1,000.00 6,000.00 Construction Entrance 2 EA 2,000.00 4,000.00 Removal & Disposal of Unsuitable Materials 1 LS 5,000.00 5,000.00 TOTAL EARTHWORK $858,515.00 65% of private earthwork not associated with streets $558,034.75 RETAINING WALLS Description QTY UNIT UNIT PRICE AMOUNT 2' Retaining Wall 2,890 LF 50.00 144,500.00 3'Retaining Wall 300 LF 65.00 19,500.00 4'Retaining Wall 890 LF 82.00 72,980.00 5' Retaining Wall Structural 50 LF 100.00 5,000.00 6' Retaining Wall (Structural) 440 LF 120.00 52,800.00 8' Retaining Wall Structural 270 LF 165.00 44,550.00 TOTAL RETAINING WALLS $339,330.00 J:\Job\CEN18001_Sheriey_325_Ac\Master Dev\_Entitlements\Development Agreement\20200430 REVISION\2020- 0430 SHERLEY PHASE 1 OPC.xlsx 7 of 7 P E LOTO N �) I L A N D S O L U T I O N S 554 TOTALLOTS 142.0 SINGLE FAMILY ACRES 19.1 THOROUGHFARE ACRES 11.9 COLLECTOR ACRES 22,280 LOCAL LENGTH OF STREETS (FT) 16,270 COLLECTOR LENGTHS (FT) OPINION OF PROBABLE COST CENTURION AMERICAN - REMAINDER SHERLEY 554 City of Anna, Collin County, Texas Project Number: Prepared For: Date: File Name: Prepared by: Checked by: CONSTRUCTION COSTS CEN18001 CENTURION AMERICAN April 30, 2020 REMAINDER SHERLEY 554 OPC TJ W CAL SUMMARY MI Costs PID Costs Private Costs Total Costs DESCRIPTION 1 - Earthwork $369,410 $596,830 $1,108,398 $2,074,638 2 - Retaining Walls $0 $0 $1,425,085 $1,425,085 3 - Water $1,286,889 $1,599,121 $0 $2,886,010 4- Sanitary Sewer $0 $1,682,193 $0 $1,682,193 5 - Storm $1,581,895 $1,267,660 $0 $2,849,555 6 - Paving $3,446,675 $3,576,419 $0 $7,023,093 7 - Street Lights & Signs $151,150 $180,700 $0 $331,850 8 - Screen Walls & Entry Monument $0 $967,500 $0 $967,500 9 - Landscaping and Irrigation $0 $103,400 $0 $103,400 10 - Amenities $0 11 - District Formation 1 0 TOTAL CONSTRUCTION COSTS $6,836,019 $9,973,822 $2,533,483 1 $19,343,323 MISCELLANEOUS COSTS DESCRIPTION QTY UNIT AMOUNT AMOUNT AMOUNT TOTAL Engineering & Surveying (12% of items 1-6 above) 1 LS $802,184 $1,046,667 $133,008 $1,981,859 SWPPP (plan preparation & inspections) 1 LS $9,000 $6,000 $6,000 $21,000 Preliminary Platting Fee ($325 + $5/LOT) 1 LS $3,095 $0 $0 $3,095 Final Platting Fee $325 + $5/LOT 1 LS $3,095 $0 $0 $3,095 Maintenance Bond (2% of Pvg & Util Contracts) 2% % $126,310 $162,510 $0 $288,820 Engineering Review Fee 1 LS $2,500 $0 $0 $2,500 Inspection Fee 4% % $273,440 $398,950 $101,340 $773,730 Geotechnical Testing 10% of Earthwork 10% % 1 $36,940 1 $59,680 1 $110,840 1 $207,460 12 - TOTAL MISC. COSTS 1 $1,256,564 1 $1,673,807 1 $351,188 1 $3,281,559 SUMMARY Construction Costs $6,836,019 $9,973,822 $2,533,483 $19,343,323 Miscellaneous Costs $1,256,564 $1,673,807 $351,188 $3,281,559 13 - Contingency Costs 1 5% $404,629 $582,381 $144,234 $1,131,244 NET PROJECT COSTS $8,497,210 1 $12.230,010 $3,028,900 $23,756,130 Per Acre: Per Lot: By/Checked Description Date Previous Cost TJW/CAL Original Estimate DK Landplan 8/6/2019 $ 28,536,800 CAL Revised layout removing Sherley 348 costs DK Landplan 8/19/2019 $ 14,194,230 CAL Revised Unit Prices per CA, 4 % insp. Fee DK Landplan 10/15/2019 $ 16,019,590 MPP Checked/revised cell formulas DK Landplan 11/26/2019 $ 17,488,410 MPP Deleted 30" & 12" MI sewer DK Landplan 4/30/2020 $ 24,288,850 167 297 42 881 J:\Job\CEN18001_Sherley_325_Ac\Master Dev\_Entitlements\Development Agreement\20200430 REVISION\2020-0430_REMAINDER_SHERLEY-554_OPCttd%:d GENERAL NOTES (PAGE 1) 1) This estimate is based on the land plan prepared by Peloton Land Solutions dated 7/18/19. Actual quantities will be determined at the conclusion of the final construction plans. 2) Earthwork quantities do not include costs for rock excavation. 2' of cut across the entire site was used for the purposes of determining earthwork. A preliminary geotechnical was not cross referenced for this task 3) Sidewalks adjacent to residential lots are excluded from the cost estimate. Sidewalks are assumed to be constructed by the home builder, except to where adjacent to park detention or open space. ADA ramps are required to be built by the developer and are included in this estimate. 4) All fees need to be verified by the City of Anna. 5) Fees listed for Platting, Engineering, SWPPP, etc., are based on the assumption the entire project is developed in one phase. 6) This estimate has been modified to reflect City of Anna being responsible for constructing the Hurricane Creek sanitary sewer lines (Projects D & E) as shown on the Conceptual Alignment Exhibit dated May 2018. No costs for this construction are contained within this estimate. 7) Impact fees and Park fees are not included in this estimate. 8) Franchise costs are not included in this estimate. 9) This estimate does not include costs for tree mitigation. 10) Costs for exposed beams have been excluded from this estimate. 11) The lot grading assumptions are as follows: The use of a maximum 1' exposed beam, a maximum backyard slope of 10:1, 1% minimum grade, and a 3:1 maximum slope of side yards. 12) This estimate does not include moisture conditioning. Should it be necessary, the actual cost would be dependent on the final geotechnical report. No street moisture conditioning was included in this estimate. 13) Cost estimate does not include costs for detention. A preliminary downstream analysis has not been conducted. This cost estimate assumes Oncor will allow for utility crossings within their easement 14) This cost estimate assumes for the 12" offsite waterline to be looped into an existing waterlines at the north ends of Standridge Blvd. and Shadybrook Trail, as constructed with Sherley Tract, Phase 1 15) Cost estimate does not include acquiring offsite easements for 30" sanitary sewer, 12" water or ROW for Standridge Blvd. 16) Rosemond Pkwy. at gas and electric easements will need approval for non-90 degree crossings. 17) Costs shown herein exclude interest, legal fees, other services provided by others, off -site sanitary sewer pro-rata, off - site water line improvements, telephone service, off -site easement preparation & procurement, impact fees, or other costs not specifically addressed, rock excavation, jurisdictional determination and permit processing, and brick pavers. Engineering costs do not include cost for staking retaining walls. 18) Since the design professional has no control over the cost of labor, materials, or equipment, or over the contractor's method of determining prices, or over competitive bidding or market conditions, his opinions of probable development cost provided for herein are to be made on the basis of his experience and qualifications. These opinions represent his best judgment as a design professional familiar with the construction industry. However, the design professional cannot and does not guarantee that proposals, bids, or the development cost will not vary from opinions of probable cost prepared by him. If the owner wishes greater assurance as to the development cost, he shall employ an independent cost estimator. J:\Job\CEN18001_Sherley_325_Ac\Master Dev\_Entitlements\Development Agreement\20200430 REVISION\2020- 0430 REMAINDER SHERLEY-554 OPC.xlsx 2 of 7 MI COSTS OFFSITE EXCAVATION STANDRIDGE BLVD., ROSAMOND PKWY AND NIS COLLECTORS Description QTY UNIT UNIT PRICE AMOUNT Clear, Strip & Grub 31.00 AC 2,500.00 77,500.00 Excavation 2 foot Cut 100,100 CY 2.50 250,250.00 Silt Fence 24,440 LF 1.50 36,660.00 Removal & Disposal of Unsuitable Materials 1 LS 5,000.00 5,000.00 TOTAL EXCAVATION $369-410.00 OFFSITE WATER ALONG ROSAMOND PKWY. AND US 75 Description QTY UNIT UNIT PRICE AMOUNT 12" PVC Water Line(along Rosamond Pkwy and US 75 10,170 LF 45.00 457,650.00 12" Jack and Bore TxDOT Crossing) 800 LF 500.00 400,000.00 8" PVC Water Line 5,050 LF 24.00 121,200.00 8" Jack and Bore Creek Crossing) 150 LF 375.00 56,250.00 12" Gate Valve & Box 20 EA 2,400.00 48,000.00 8" Gate Valve & Box 37 EA 1,400.00 51,800.00 Fire Hydrant Assembly (inc. 6" Gate Valve) 15 EA 4,200.00 63,000.00 Cast Iron Fittings 8 TN 6,000.00 48,600.00 Concrete Blocking - Type B 24 CY 150.00 3,645.00 Connect to Existing Water Stub 2 EA 750.00 1,500.00 Trench Safety 16,020 LF 1.00 16,020.00 Testin(Excluding Geotech 16,020 LF 1 1.20 1 19,224.00 TOTAL OFFSITE WATER $1,286,889.00 OFFSITE SANITARY SEWER MAIN ALONG HURRICANE CREEK SOUTH TO FM 455 Description QTY I UNIT UNIT PRICE AMOUNT 30" Sanitary Sewer Main(PSI 15, ASTM F679 1,160 LF 0.00 12" Sanitary Sewer Main SDR-35 3,300 LF 0.00 6' Dia. Manhole w/ epoxy coating 3 EA 0.00 5' Dia. Manhole w/ epoxy coating 8 EA 0.00 Manhole - Vacuum test 11 EA 0.00 Connect to Existing Sewer Stub 1 EA 0,00 Trench Safety 4,460 LF 0.00 Post Construction CCTV 4,460 1 LF 1 0.00 TOTAL SEWER $0.00 STORM STANDRIDGE BLVD., ROSAMOND PKWY AND NIS COLLECTORS Description QTY UNIT UNIT PRICE AMOUNT 18" RCP 670 LF 53.00 35,510.00 21" RCP 1,535 LF 57. 00 87,495.00 24" RCP _ 1,325 LF 67.00 88,775.00 27" RCP 525 LF 75.00 39,375.00 30" RCP 225 LF 85.00 19,125.00 36" RCP 225 LF 109.00 24,525.00 42" RCP 1,755 LF 146.OD 256,230.00 48" RCP 180 LF 176.00 31,680.00 5'x3' RCB 725 LF 240.00 174,000.00 6'x3' RCB 250 LF 360.00 90,000.00 7'x4' RCB 75 LF 440.00 33,000.00 3-8'x5' RCB 100 LF 1,325.00 132,500.00 4-8'x6' RCB 100 LF 1,700.00 170,000.00 10' Std. Curb Inlet 22 EA 4,000.00 88,000.00 15' Std. Curb Inlet 12 EA 5,100.00 61,200.00 20' Std. Curb Inlet 4 EA 6,000.00 24,000.00 6' x 6' Junction Box 7 EA 7,500.00 52,500.00 27" Headwall 2 EA 3,000.00 6,000.00 42" Headwall 1 EA 4,750.00 4,750.00 48" Headwall 1 EA 5,850.00 5,850.00 6'x3' Headwall 1 EA 6,500.00 6,500.00 7'x4' Headwall 1 EA 7,250.00 7,250.00 3-8'x5' Headwall 2 EA 20,000.00 40,000.00 4-8'x6' Headwall 2 EA 27,500.00 55,000.00 Trench Safety 7,690 LF 1.00 7,690.00 Rip Rap 225 SY 90.00 20,250.00 InleUSDMH Protectors 38 EA 130.00 4,940.00 Onsite Channel Concrete 2,100 SF 7.50 1 15,750.00 TOTAL STORM $1,581,895.00 J:\Job\CEN18001_Sherley_325_Ac\Master Dev\_Entitlements\Development Agreement\20200430 REVISION\2020-0430_REMAINDER_SHERLEY-554_OPC.xi�kof 7 MI COSTS OFFSITE PAVING STANDRIDGE BLVD., ROSAMOND PKWY AND N/S COLLECTORS Description CITY UNIT UNIT PRICE AMOUNT 8" Cono Pavement w/ 1 - 25' B-B - STANDRIDGE BLVD. 4,722 SY 48.00 226,656.00 8" Conc Pavement w/ 2 - 25' B-B - ROSAMOND PKWY. 38,445 16,000 sy 48.00 1,845,360.00 768,000.00 8" Conc Pavement w/ 40' B-B -N/S COLLECTORS SY 48.00 6" Lime Stabilized Subgrade 65,084 SY _ 3.20 208,267.84 *Hydrated Lime 36#/SY 1,180 TONS 164.00 193,520.00 4', 4" Conc. Sidewalk 22,740 SF 5.65 128,481.00 Curlex 24,440 LF 1.00 24,440.00 B/F Rams 30 EA 1,525.00 1 5,750.00 Standard Street Header 124 1 LF 25.00 3,100.00 Standard Street Barricade 124 LF 25.00 3,100.00 TOTAL PAVING $3,446,674.84 STREET LIGHTS & SIGNS STANDRIDGE BLVD, ROSAMOND PKWY AND N/S COLLECTORS Description CITY I UNIT UNIT PRICE AMOUNT Street Light - 2 Fixtures 400' spacing) 18 EA 5,000.00 90,000.00 Street Light - 1 Fixture at intersections 6 EA 3,000.00 18,000.00 Conduit - 2 Inch - Open Cut - Sched. 40 Street Lights) 3,600 LF 10.00 36,000.00 Sin Posts/Street Name Blades 13 EA 550.00 7,150.00 TOTAL STREET LIGHTS & SIGNS $151,150.00 J:Wob\CEN18001_Sherley_325_Ac\Master Dev\ Entitlements\Development Agreement\20200430 REVIS10N\2020-0430_REMAINDER_SHERLEY-554_0PC. AAof 7 PID DIRECT OFFSITE EXCAVATION (STANDRIDGE BLVD., E-W COLLECTOR AND SHADYBROOK TRAIL) Description I QTY UNIT F UNIT PRICE AMOUNT 35% of private earthwork cost associated with streets $596,829.63 ONSITE WATER Description QTY UNIT UNIT PRICE AMOUNT 8" PVC Water Line 25,405 LF 24.00 609,720.00 8" Gate Valve & Box 87 EA 1,400.00 121,800.00 1" Water Service - Residential 554 EA 875.00 484,750.00 Fire Hydrant Assembly inc. 6" Gate Valve 57 EA 4,200.00 239,400.00 Sampling Station 1 EA 5,000.00 5,000.00 Cast Iron Fittings 13 TN 6.000.00 76,800.00 Concrete Blocking - Type B 38 CY 150.00 5,760.00 Trench Safety 25,405 LF 1.00 25,405.00 ,Testing (Excluding Geotech 25.405 LF 1.20 30,486.00 TOTAL WATER $1,599,121.00 SANITARY SEWER Description QTY UNIT UNIT PRICE AMOUNT 8" Sanitary Sewer Main (SDR-35) 21,510 LF 35.00 752,850.00 4' Dia. Manhole w/ epoxy coating 90 EA 6,100.00 459,000.00 5' Dia. Manhole w/ epoxy coating 7 EA 8,050.00 56,350.00 Manhole - Vacuum test 97 EA 150.00 14,550.00 4" Sewer Service with cleanouts 554 EA 585.00 324,090.00 Connect to Existing Sewer Stub 9 EA 1,800.00 16,200.00 Trench Safety 21,510 LF 1.00 21,510.00 Post Construction CCTV 21,510 LF 1.75 37,642.50 TOTAL SEWER $1,682,192.50 STORM Description QTY UNIT UNIT PRICE AMOUNT 18" RCP 1,385 LF 53.00 73,405.00 21" RCP 1,320 LF 57.00 75,240.00 24" RCP 1,905 LF 67.00 127,635.00 27" RCP 925 LF 75.00 69,375.00 30" RCP 2,630 LF 85.00 223,550.00 36" RCP 430 LF 109.00 46,870.00 42" RCP 500 LF 146.00 73,000.00 48" RCP 170 LF 176.00 29,920.00 10' Std. Curb Inlet 56 EA 4,000.00 224,000.00 15' Std. Curb Inlet 27 EA 5,100.00 137,700.00 20' Std. Curb Inlet 8 EA 6,000.00 48,000.00 5' x 5' Junction Box 4 EA 6,500.00 26,000.00 21" Headwall 1 EA 1,750.00 1,750.00 24" Headwall 2 EA 2,000.00 4,000.00 30" Headwall 5 EA 3,500.00 17,500.00 36" Headwall 1 EA 4,250.00 4,250.00 42" Headwall 1 EA 4,750.00 4,750.00 48" Headwall 1 EA 5,850.00 5,850.00 Trench Safety 9,265 LF 1.00 9,265.00 Rip Rap 250 SY 90.00 22,500.00 Inlet/SDMH Protectors 95 EA 130.00 12,350.00 Onsite Channel Concrete 4,100 SF 7.50 30,750.00 TOTAL STORM $1,267,660.00 J:\Job\CEN18001_Sherley_325_Ac\Master Dev\_Entitlements\Development Agreement\20200430 REVISION\2020-0430_REMAINDER_SHERLEY- 554 OPC.xlsx 5 of 7 PID DIRECT PAVING Description QTY UNIT UNIT PRICE AMOUNT 6" Conc Pavement w/ 31' B-B 76,742 SY 38.00 2,916,196.00 6" Lime Stabilized Subgrade 84,500 SY 3.20 270,400.00 *Hydrated Lime 36#/SY 1,530 TONS 164.00 250,920.00 4', 4" Conc. Sidewalk 6,850 SF 5.65 38,702.50 B/F Ramps 64 EA 1,525.00 97,600.00 Curlex 2,600 LF 1.00 2,600.00 TOTAL PAVING $3,576,418.50 STREET LIGHTS & SIGNS Description QTY UNIT UNIT PRICE AMOUNT Street Light - 1 Fixture at intersections 54 EA 3,000.00 162,000.00 Si n Posts/Street Name Blades 34 EA 550.00 18,700.00 TOTAL STREET LIGHTS & SIGNS $180,700.00 SCREENING WALLS & ENTRY MONUMENTS Description QTY UNIT UNIT PRICE AMOUNT 6' Brick Thinwall 6,875 LF 100.00 687,500.00 Entry Feature 8 EA 35,000.00 280,000.00 TOTAL SCREENING WALLS & ENTRY MONUMENTS $967,500.00 LANDSCAPING & IRRIGATION Description QTYE UNIT UNIT PRICE AMOUNT Water Service 2" Irrigation Line 15 EA 2,400.00 36,000.00 2-4" PVC Irrigation Sleeve - Schedule 40 (Street Intersections 1,800 LF 18.00 32,400.00 Landscape 1 LS 25,000,00 25,000.00 Miscellaneous Mowing, Cleanup & Haul -Off 1 LS 10,000.00 10,000.00 TOTAL LANDSCAPING & IRRIGATION $103,400.00 J:\Job\CEN18001_Sherley_325_Ac\Master Dev\_Entitlements\Development Agreement\20200430 REVISION\2020-0430_REMAINDER_SHERLEY- 554 OPC.xlsx 6 of 7 PRIVATE EARTHWORK Description QTY UNIT UNIT PRICE AMOUNT Clear, Strip & Grub 142.0 AC 2,500.00 355,000.00 Excavation 2 foot Cut 458,200 CY 2.50 1,145,500.00 Rough Lot Grading 554 LOT 200.00 110,800.00 Final Lot Grading 554 LOT 110.00 60,940.00 Silt Fence 9,325 LF 1.50 13,987.50 Rock Check Dam 10 EA 1,000.00 10,000.00 Construction Entrance 2 EA 2,000.00 4,000.00 Removal & Disposal of Unsuitable Materials 1 LS 1 5,000.00 5,000.00 TOTAL EARTHWORK $1,705,227.50 65% of private earthwork not associated with streets $1,108,397.88 RETAINING WALLS Description QTY UNIT UNIT PRICE AMOUNT 2' Retaining Wall 12,510 LF 50.00 625,500.00 4'Retaining Wall 5,405 LF 82.00 443,210.00 6' Retaining Wall Structural 1,830 LF 120.00 219,600.00 8' Retaining Wall Structural 425 LF 165.00 70,125.00 10' Retaining Wall Structural 310 LF 1 215.00 1 66,650.00 TOTAL RETAINING WALLS $1,425,085.00 J:\Job\CEN18001_Sherley_325_Ac\Master Dev\_Entitlements\Development Agreement\20200430 REVISION\2020- 0430 REMAINDER SHERLEY-554 OPC.xlsx 7 of 7 Exhibit C CONCEPT PLAN E x �6�0000000aoo Exhibit C-1 AMENITY CENTER CONCEPT PLAN _!iPELOTON LAND SOLUTIONS EXHIBIT C-1 NOT TO SCALE Exhibit C-2 NEIGHBORHOOD TRAIL PLAN N Oz m aW W$ NN g so177. z Fr - Z U 0, :E TI 1—_ 1 _ CV -caQ " Lyl F _ _1 • I l / Q o J a W ; �J Exhibit D DEVELOPMENT STANDARDS Exhibit D Development Standards The permitted uses and standards for the Single Family Development located partially within the extraterritorial jurisdiction (the "ETJ") of the City and located partially within the city limits of the City shall be in accordance with the SF-Z Single -Family Residence District - Zero lot line homes, SF-TH Townhome District, SF-60 Single -Family Residence District, SF-72 Single -Family Residence District, and SF-84 Single -Family Residence District zoning districts and applicable City Regulations including without limitation the City's Planning and Development Regulations. (Deletions are indicated in strikethrough text.) Disclaimer: Ordinance modifications are specifically related to the land area associated with this Subdivision Improvement Agreement and shall not apply to any additional areas within or outside of the city limits. ARTICLE 9.04 ZONING ORDINANCE 1. Sec.9.04.004 Definitions Quadplex: Single -story residential building with a maximum of four dwelling units per building. These buildings will be specifically designated as age -restricted (55+) as established and recorded in the Covenants, Conditions, and Restrictions (CCR's). Each dwelling unit will have a distinct ingress/egress and garage. Driveways can be shared between adjacent garages. 2. Sec. 9.04.015 SF-TH Townhome District (b) Permitted uses. (1) Residential buildings containing townhome units. (2) Quadplex dwelling units with age restrictions to be established and recorded in the Covenants, Conditions, and Restrictions (CCR's). (3) Other uses as allowed in the TF zone. 3. Sec. 9.04.034 Supplementary district regulations (d) Waiver of strict compliance with masonry requirements. An existing or proposed use that includes or is proposed to include one or more buildings with exterior walls that are normally constructed with materials that are consistent with regionally or nationally recognized commercial brand architectural design shall not apply to the city council for a full or partial waiver of any masonry requirement that applies to such exterior walls. The (1) pFeperties ae (2) the E)YeFal' design (e) Residential architectural standards. (1) House repetition. (A) Within residential developments, single-family homes with substantially identical exterior elevations can only repeat every three (3) lots when fronting the same right-of-way including both sides of the street. (3) Garages. On front entry garages the face of a garage may not: (i) be extended more than ten feet beyond the remainder of the front elevation of the primary living area of a house; or (ii) only lots developed as SF-TH, SF-TH-SR, SF-Z and SF-60 may be over 60% of the total frontage width of a house whether or not swing drives ("J" drives) are used. Porches or columns are not considered part of the front elevation of the primary living area. (4) Building articulation. At least three (3) facade articulation techniques are required on each single-family home to add architectural variety and interest to a building. The following features shall be acceptable techniques of exterior articulation. (A) A base course or plinth course; banding, moldings, or stringcourses; quoins; oriels; cornices; arches; brackets; keystones; dormers; louvers as part of the exterior wall construction. (Quoins and banding shall wrap around the corners of the structure for at least two feet.) (B) Balconies; (C) Shutters; (D) Bay windows; (E) Masonry chimney(s); (F) Double -entry door(s); (G) Covered Entry(ies); (H) Horizontal banding continuing the length of the wall that faces a street, or other similar highly visible areas. (1) The use of both stone and brick on the front elevations with a minimum of ten percent coverage of one of the elements. (J) Front porch of at least 40 square feet. (K) The installation of at least two (2) coach lights. (L) Other techniques for building articulation can be substituted if administratively approved by the administrative official. (M) Divided light windows in front is an acceptable technique for building facade articulation. (N) All garages must also incorporate wood clad (or equivalent) garage doors or wood composite doors and contain at least two of the following enhancements: Two single garage doors (in lieu of double doors); Decorative windows; iii. Decorative hardware; iv. Garage door recessed a minimum of 12 inches from the garage face; or V. Cast stone surround. (6) All doors on the font facade of a residence shall be constructed of wood, iron, glass, and/or architectural fiberglass. (7) Front entry driveways on SF-72 & SF-84 lots must incorporate at least one of the following enhanced decorative paving techniques: (A) Earth tone colored stained concrete; (B) Stamped/patterned concrete; (C) Brick, stone, or concrete pavers; (D) Salt -finished concrete; (E) Washed aggregate (8) All fences on a residential lot abutting and/or adjacent to an open space/common area lot must be ornamental metal fences, such as wrought iron or tubular steel. Fences constructed between residences can be wood. All wood fencing shall be at least six feet in height. Wood fencing shall be stained and sealed. Plastic and chain link fencing is prohibited. 4. APPENDIX 1. ZONING DISTRICT AREA REGULATIONS SF-84 SF-72 SF-60 SF-Z SF-TH SF-TH Quad lex Maximum 35 35 35 35 35 35 height feet Side yard, 5 5 5 0/5 0/5 0/5 interior feet Side yard, 10 10 10 10 10 10 corner lot, street side feet c Rear yard 10 10 10 10 10 10 feet d Front yard 25 25 25 20 20 20 feet Lot area (feet) 8,400 7,200 6,000 4,000 2000 per 2000 per unit unit Min. lot width 70 60 50 40 20 20 feet Min. lot depth 120 110 100 100 80 80 feet e Max. lot 55% 55% 55% 85% 70% 70% coverage Building size 1800 1800 1600 1200 900 900 square feet Masonry* (%) 60% 0% 60% 0% 60% 60% Lot/Unit Count 81 139 323 143 190 108 per Concept Plan Maximum 85 145 340 150 200 115 Lot/Unit Count +5% Minimum 77 132 305 135 180 100 Lot/Unit Count -5% * Brick or rock veneer; see also section 9.04.034(e)(6). **If there are conflicts between the Appendix 1 Area Regulations and City Regulations, Appendix 1 shall supersede. (c) 45 feet where adjacent to single-family or duplex residential district. (d) The required rear yard shall be open and unobstructed to the sky from a point 30 inches above the average elevation of the graded rear yard, except for accessory buildings as permitted herein. Eaves, covered porches, and roof extensions without structural support in the rear yard may extend into the rear yard a distance not to exceed four feet. Balconies shall not project into the required rear yard. (e) Minimum lot depth may be reduced to 1 10'for SF-84 lots in cul-de-sacs and knuckles. 5. APPENDIX 2. SCHEDULE OF USES Type Def * AG SF SF SF SF SF SF SF MH MH TF MF C- NC C- CBRD C- O- 1- 1- of -E -1 - -Z - -1 -2 -1 IMF -2 1 2 3 1 1 2 Use 84 72 60 TH Quadplex 3.1.30 Y 6. APPENDIX 3. DESCRIPTIONS/DEFINITIONS OF USES 3.1.30 Quadplex: Single -story residential building with a maximum of four dwelling units per building. These buildings will be specifically designated as age -restricted (55+) as established and recorded in the Covenants, Conditions, and Restrictions (CCR's). Each dwelling unit will have a distinct ingress/egress and garage. Driveways can be shared between adjacent garages. ARTICLE 9.06 LANDSCAPE REGULATIONS 7. Sec. 9.06.006 Minimum landscaping requirements (q) Requirements for single-family residential and duplex lots. Three-inch caliper trees selected from the large tree list in this article shall be planted on all single-family residential, duplex, and town home lots, and single -story quadplex buildings. ' ^+T,r eae„e of the + nn Must be planed in the frnn+ yard of +hThe following minimum standards apply: Single -Family Residential - 84 (SF-84) 2 trees Single -Family Residential - 72 (SF-72) 2 trees Single -Family Residential - 60 (SF-60) 2 trees Single -Family Residential - Zero Lot Line (SF-Z) 1 tree Single -Family Residential- Town Home (SF-TH) 1 tree Trees in the SF-Z, and SF-TH lots shall be planted in either the front or rear yard at the builder's discretion. For SF-60, SF-72 and SF-80 lots; at least one tree must be planted in the front yard. Onlytree speGies listed in Con+inn 9.07 Appendix 7 Oyerstery ( Trees in be required to satisfy these Standaic ds. All large trees required above will be planted prior to issuance of the certificate of occupancy on the dwelling. 8. Sec.9.06.007 Setbacks (d) For all residential parcels, a minimum 15'-wide tract to be owned and maintained by a homeowners' association will be required adjacent to all sides of major thoroughfares and a 10' wide tract adjacent to minor thoroughfares with an ultimate right-of-way width of 60 feet or greater. This landscaped buffer area shall consist of trees, turf, or other living ground cover shall be provided adjacent to and outside of the rights- of -way. The buffer shall contain a minimum of one three-inch caliper large canopy tree for every 75 linear feet of roadway. Required trees may be clustered. ARTICLE 9.07 TREE PRESERVATION 9. Sec.9.07.002 Definitions Aerial Photography mean the taking of photographs from an aircraft or other flying object. Remove: 10. Sec. 9.07,008 Tree preservation permit submittal and review (b) An application for a tree permit shall include these required documents: (2) A tFee sere-saMe Seale -as the site plan er pr p/ plat with buildiRg pad, paveMeRt areas, and etheF GG sfir--r-4.14-41n. featuF„s that will d fish the land iRdiGated. An aerial photography canopy map accompanied by a transparent plan of the development at the same. Photography showing all non - disturbance areas and proposed exemption areas where no trees will be critically altered will be provided, the aerial photograph will also include an outline of the existing tree canopy area on the property and the calculated area (square feet or acres) of the existing canopy coverage. The tFee suwey aerial photograph canopy map shall include the following information: (A) Name and phone number of the person who prepared the survey; (B) Property lines with dimensions; (C) Engineering scale (same scale as the preliminary plat); (D) Location of all rights -of -way and easements (existing and proposed); (E) Location of all buildings, structures, pools, parking and vehicular maneuvering area, utilities, sidewalks, and other improvements (existing and proposed); (F) Location of FEMA 100-year floodplain, NRCS lake tree preservation zone, or erosion hazard setback easement; (G) Any proposed non -disturbance area; (H) (I) (J) GalipeF GiZe of all tFeeG SOX ORGhes OF gFeatGF DBH; (K) (H) Showing tree canopy, not included in a non -disturbance area, that are to be preserved. (d) A tree preservation plan shall be submitted showing existing tree canopy to remain, existing tree canopy to be removed, and replacement trees with type, location, number and size of replacement trees indicated. The tree preservation plan information may be included on the aerial photograph if all information can be clearly delineated. b. Trees planted to provide canopy coverage will be credited at its canopy coverage at normal maturity. These credits are as follows: • Large canopy tree with typical crown width of fifty (50) feet in diametertwo thousand (2,000) square feet; • Medium canopy tree with typical crown width of thirty (30) feet in diameter seven hundred (700) square feet; • Small canopy tree with typical crown width often (10) feet in diameter one hundred (100) square feet. Tree replacement canopy will be provided for up to 25% of the tree canopy removed from the site [9.07.011(1) and 9.07.013 (B-E)]; The 34.3± acres in -city portion of the property intended to be developed as commercial uses and multiple -family residences with modified standards shall be developed as conceptually described and illustrated on Exhibit C (the "Concept Plan"). The Concept Plan may be amended from time to time with approval from the City's Planning & Zoning Commission and the City Council. Prior to any building permit being issued, a Preliminary Plat, Site Plan, and Final Plat shall be approved by the City Council. DEVELOPMENT STANDARDS. The Property Owner and Developer agree to comply and to cause all builders and any other successors or assigns to comply with the following: A. Development and use of the Property shall be in accordance with this Agreement and the Zoning Ordinance. In the event of a conflict between this Agreement and the Zoning Ordinance, this Agreement controls. This Agreement shall run with the land and shall be binding on all future owners of the Property to the extent of their ownership. This Agreement may be recording in the official property records of Collin County, Texas. B. Upon approval of the City Council to rezone the property, if such approval shall be given, development shall adhere to the Planned Development -General Commercial District (PD- C-2) zoning district standards as established by the approved zoning. C. Design Standards (Multiple -Family Residence): 1) Masonry (Brick/Rock veneer): Eighty (80) percent for the first three stories, and Seventy (70) percent for the fourth story. 2) Roof materials for buildings and structures must be architectural roof shingles. 3) Accessory buildings shall use similar building and roofing materials as those used on the primary buildings. 4) Two architectural design features are required on facades facing public streets, parking and common areas. Acceptable architectural design features may include but is not limited to: i. Articulation of building fagade ii. Extensions to the building through covered porches, bay or box windows, and other similar features projecting out from the fagade iii. A horizontal change in building materials between stories of a building iv. Variation in building materials between vertical intervals v. Variations in window placement vi. Architectural features such as shutters, awnings, balconies, verandas, railings, dormers, chimneys, decorative moldings or ornamental details vii. Other similar design features 5) Architectural detailing, horizontal off -sets and other features shall be provided on all sides of the building to avoid blank walls and large, monolithic masses. 6) Roof height, pitch, ridgelines and materials shall be varied to create visual interest and avoid repetition. 7) The masonry and other building material and methodology requirements and all other requirements set forth in this Agreement are strict requirements of this Agreement, and any failure to fully adhere to same shall be a material breach of this Agreement. D. Design Standards (Commercial Uses): 1) Masonry (Brick/Rock veneer/Stone masonry): 70 percent minimum for each building (excluding doors, door frames, windows, and window frames). 2) Where the function of an individual business, or the recognized identity of a brand dictates a specific style, image, or building material associated with that company, the masonry provision may be modified; however, the development shall maintain harmony in terms of overall project design and appearance, and such design shall be subject to approval by the city council after recommendation from the planning and zoning commission. Exhibit E-1 ROADWAY IMPROVEMENTS Exhibit E-2 HURRICANE CREEK REGIONAL TRUNK SEWER IMPROVEMENTS Exhibit E-3 WATERLINE IMPROVEMENTS Exhibit F HOME BUYER DISCLOSURE PROGRAM The Administrator (as defined in the Service and Assessment Plan) shall facilitate notice to prospective homebuyers in accordance the following notices. Administrator shall monitor the enforcement of the following minimum requirements: Record notice of the special assessment district in the appropriate land records for the property. 2. Require builders to include notice of the special assessment district in addendum to contract on brightly colored paper. 3. Collect a copy of the addendum signed by each buyer from builders and provide to the City. 4. Require signage indicating that the property for sale is located in a special assessment district and require that such signage be located in conspicuous places in all model homes. 5. Prepare and provide to builders an overview of the District for those builders to include in each sales packets. 6. Notify builders who estimate monthly ownership costs of the requirement that they must include special taxes in estimated property taxes. 7. Notify Settlement Companies through the builders that they are required to include special taxes on HUD 1 forms and include in total estimated taxes for the purpose of setting up tax escrows. Include notice of the special assessment district in the homeowner- association documents in conspicuous bold font. 9. The City will include announcements of the special assessment district on the City's web site and community channel. 10. The disclosure program shall be monitored by the Developer and Administrator. Exhibit G LANDOWNER AGREEMENT LANDOWNER AGREEMENT This LANDOWNER AGREEMENT (the "Agreement"), is entered into as of , among the City of Anna, Texas (the "C"), a home -rule municipality of the State of Texas (the "State"), and a Texas (the "Landowner"). RECITALS: WHEREAS, capitalized terms used but not defined herein shall have the meanings given to them in the Service and Assessment Plan (as defined herein); and WHEREAS, Landowner owns the Assessed Property described by a metes and bounds description attached as Exhibit I to this Agreement and which is incorporated herein for all purposes, comprising all of the non-exempt, privately -owned land described in Exhibit I (the "Landowner Parcel") which is coterminous with the Sherley Tract Public Improvement District (the "District") in the City; and WHEREAS, the City Council has adopted an assessment ordinance (including all exhibits and attachments thereto, the "Assessment Ordinance") for the Authorized Improvements and the Sherley Tract Public Improvement District Service and Assessment Plan (as updated and amended, the "Service and Assessment Plan") and which is incorporated herein for all purposes, and has levied an assessment on the Assessed Property in the District that will be used for the payment of certain infrastructure improvements and to pay the costs of constructing the Authorized Improvements that will benefit the Assessed Property; and WHEREAS, the Declaration of Covenants, Conditions and Restrictions attached to this Agreement as Exhibit II and which are incorporated herein for all purposes includes the statutory notification required by Texas Property Code, Section 5.014, as amended, to be provided by the seller of residential property that is located in a public improvement district established under Chapter 372 of the Texas Local Government Code, as amended (the "PID Act"), to the purchaser. NOW, THEREFORE, for and in consideration of the mutual promises, covenants, obligations and benefits hereinafter set forth, the City and the Landowner hereby contract, covenant and agree as follows: DEFINITIONS; APPROVAL OF AGREEMENTS Definitions. Capitalized terms used but not defined herein (including each exhibit hereto) shall have the meanings ascribed to them in the Service and Assessment Plan. Affirmation of Recitals. The findings set forth in the Recitals of this Agreement are hereby incorporated as the official findings of the City Council. I. AGREEMENTS OF LANDOWNER A. Affirmation and Acceptance of Agreements and Findings of Benefit. Landowner hereby ratifies, confirms, accepts, agrees to, and approves: (i) the creation and boundaries of the District, and the boundaries of the Landowner's Parcel which are coterminous with the District, all as shown on Exhibit I, and the location and development of the Authorized Improvements on the Landowner Parcel and on the property within the District; (ii) the determinations and findings as to the benefits by the City Council in the Service and Assessment Plan and the Assessment Ordinance; and (iii) the Assessment Ordinance and the Service and Assessment Plan. B. Acceptance and Approval of Assessments and Lien on Property. Landowner consents to, agrees to, acknowledges and accepts the following: (1) each Assessment levied by the City on the Assessed Property within the District (the "Assessments"), as shown on the assessment roll attached as Appendix _ to the Service and Assessment Plan (the "Assessment Roll"); (ii) the Authorized Improvements specially benefit the District, and the Landowner's Parcel, in an amount at least equal to the Assessment levied on the Landowner's Parcel within the District, as such Assessment is shown on the Assessment Roll; (iii) each Assessment is final, conclusive and binding upon Landowner and any subsequent owner of the Assessed Property, regardless of whether such landowner may be required to prepay a portion of, or the entirety of, such Assessment upon the occurrence of a mandatory prepayment event as provided in the Service and Assessment Plan; (iv) the obligation to pay the Assessment levied on the Assessed Property owned by it when due and in the amount required by and stated in the Service and Assessment Plan and the Assessment Ordinance; (v) each Assessment or reassessment, with interest, the expense of collection, and reasonable attorney's fees, if incurred, is a first and prior lien against the Assessed Property, superior to all other liens and monetary claims except liens or monetary claims for state, county, school district, or municipal ad valorem taxes, and is a personal liability of and charge against the owner of the Assessed Property regardless of whether such owner is named; (vi) the Assessment lien on the Assessed Property is a lien and covenant that runs with the land and is effective from the date of the Assessment Ordinance and continues until the Assessment is paid and may be enforced by the governing body of the City in the same manner that an ad valorem tax lien against real property may be enforced by the City; (vii) delinquent installments of the Assessment shall incur and accrue interest, penalties, and attorney's fees as provided in the PID Act; (viii) the owner of a Assessed Property may pay at any time the entire Assessment, with interest that has accrued on the Assessment, on any parcel in the Landowner- Parcel; (ix) the Annual Installments of the Assessments (as defined in the Service and Assessment Plan and Assessment Roll) may be adjusted, decreased and extended; and, the assessed parties shall be obligated to pay their respective revised amounts of the Annual Installments, when due, and without the necessity of further action, assessments or reassessments by the City, the same as though they were expressly set forth herein; and (x) Landowner has received, or hereby waives, all notices required to be provided to it under Texas law, including the PID Act, prior to the Effective Date (defined herein). C. Mandatory Prepayment of Assessments. Landowner agrees and acknowledges that Landowner or subsequent landowners may have an obligation to prepay an Assessment upon the occurrence of a mandatory prepayment event, at the sole discretion of the City and as provided in the Service and Assessment Plan, as amended and updated. D. Notice of Assessments. Landowner further agrees as follows: (i) the Declaration of Covenants, Conditions and Restrictions in the form attached hereto as Exhibit II shall be terms, conditions and provisions running with the Landowner Parcel and shall be recorded (the contents of which shall be consistent with the Assessment Ordinance and the Service and Assessment Plan as reasonably determined by the City), in the records of the County Clerk of Collin County, as a lien and encumbrance against such Assessed Property, and Landowner hereby authorizes the City to so record such documents against the Assessed Property owned by Landowner; (ii) in the event of any subdivision, sale, transfer or other conveyance by the Landowner of the right, title or interest of the Landowner in the Landowner's Parcel or any part thereof, the Landowner's Parcel, or any such part thereof, shall continue to be bound by all of the terms, conditions and provisions of such Declaration of Covenants, Conditions and Restrictions and any purchaser, transferee or other subsequent owner shall take such Assessed Property subject to all of the terms, conditions and provisions of such Declaration of Covenants, Conditions and Restrictions; and (iii) Landowner shall comply with, and shall contractually obligate (and, upon the City's request, promptly provide written evidence of such contractual provisions to the City) any party who purchases any Assessed Property owned by Landowner, or any portion thereof, for the purpose of constructing residential properties that are eligible for "homestead" designations under State law, to comply with, the Homebuyer Education Program described on Exhibit III to this Agreement. Such compliance obligation shall terminate as to each Lot if, and when, (i) a final certificate of occupancy for a residential unit on such Lot is issued by the City, and (ii) there is a sale of a Lot to an individual homebuyer, it being the intent of the undersigned that the Homebuyer Education Program shall apply only to a commercial builder who is in the business of constructing and/or selling residences to individual home buyers (a "Builder") but not to subsequent sales of such residence and Lot by an individual home buyer after the initial sale by a Builder. Notwithstanding the provisions of this Section, upon the Landowner's request and the City's consent, in the City's sole and absolute discretion, the Declaration of Covenants, Conditions and Restrictions may be included with other written restrictions running with the land on property within the District, provided they contain all the material provisions and provide the same material notice to prospective property owners as does the document attached as Exhibit II. II. OWNERSHIP AND CONSTRUCTION OF AUTHORIZED IMPROVEMENTS A. Ownership and Transfer of Authorized Improvements. Landowner acknowledges that the portion of the Authorized Improvements benefrtting the Landowner Parcel and the land (or easements, as applicable) needed therefor shall be owned by the City as constructed and/or conveyed to the City and Landowner- will execute such conveyances and/or dedications of public rights of way and easements as may be reasonably required to evidence such ownership, as generally described on the current plats of the property within the District. B. Grant of Easement and License Construction of Authorized Improvements. (i) Any subsequent owner of the Assessed Property shall, upon the request of the City or Landowner, grant and convey to the City or Landowner and its contractors, materialmen and workmen a temporary license and/or easement, as appropriate, to construct the Authorized Improvements on the Landowner Parcel within the District, to stage on the Landowner Parcel within the District construction trailers, building materials and equipment to be used in connection with such construction of the Authorized Improvements and for passage and use over and across parts of the property within the District as shall be reasonably necessary during the construction of the Authorized Improvements. Any subsequent owner of an Assessed Property may require that each contractor constructing the Authorized Improvements cause such owner of the Assessed Property to be indemnified and/or named as an additional insured under liability insurance reasonably acceptable to such owner of the Assessed Property. The right to use and enjoy any easement and license provided above shall continue until the construction of the Authorized Improvements is complete; provided, however, any such license or easement shall automatically terminate upon the recording of the final plat for the Landowner's Parcel in the real property records of Collin County, Texas. (ii) Landowner hereby agrees that any right or condition imposed by the Improvement Agreement, or other agreement, with respect to the Assessment has been satisfied, and that Landowner shall not have any rights or remedies against the City under the Sherley Tract Subdivision Improvement Agreement, or other agreement, with respect to the Assessments has been satisfied, and that Landowner shall not have any rights or remedies against the City under any law or principles of equity concerning the Assessments, with respect to the formation of the District, approval of the Service and Assessment Plan and the City's levy and collection of the Assessments. III. COVENANTS AND WARRANTIES; MISCELLANEOUS A. Special Covenants and Warranties of Landowner. Landowner represents and warrants to the City as follows: (i) Landowner- is duly organized, validly existing and, as applicable, in good standing under the laws of the state of its organization and has the full right, power and authority to enter into this Agreement, and to perform all the obligations required to be performed by Landowner hereunder. (ii) This Agreement has been duly and validly executed and delivered by, and on behalf of, Landowner- and, assuming the due authorization, execution and delivery thereof by and on behalf of the City and the Landowner, constitutes a valid, binding and enforceable obligation of such party enforceable in accordance with its terms. This representation and warranty is qualified to the extent the enforceability of this Agreement may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or other - similar laws of general application affecting the rights of creditors in general. (iii) Neither the execution and delivery hereof, nor the taking of any actions contemplated hereby, will conflict with or result in a breach of any of the provisions of, or constitute a default, event of default or event creating a right of acceleration, termination or cancellation of any obligation under, any instrument, note, mortgage, contract, judgment, order, award, decree or other agreement or restriction to which Landowner is a party, or by which Landowner or Landowner's Parcel is otherwise bound. (iv) Landowner is, subject to all matters of record in the Collin County, Texas Real Property Records, the sole owner of the Landowner's Parcel. (v) The Landowner's Parcel owned by Landowner is not subject to, or encumbered by, any covenant, lien, encumbrance or agreement which would prohibit (i) the creation of the District, (ii) the levy of the Assessments, or (iii) the construction of the Authorized Improvements on those portions of the property within the District which are to be owned by the City, as generally described on the current plats of the property within the District (or, if subject to any such prohibition, the approval or consent of all necessary parties thereto has been obtained). (vi) Landowner covenants and agrees to execute any and all documents necessary, appropriate or incidental to the purposes of this Agreement, as long as such documents are consistent with this Agreement and do not create additional liability of any type to, or reduce the rights of, such Landowner by virtue of execution thereof. B. Waiver of Claims Concerning Authorized Improvements. The Landowner, with full knowledge of the provisions, and the rights thereof pursuant to such provisions, of applicable law, waives any claims against the City and its successors, assigns and agents, pertaining to the installation of the Authorized Improvements. C. Notices. Any notice or other communication to be given to the City or Landowner under this Agreement shall be given by delivering the same in writing to: To the City: City of Anna, Texas Attn: City Manager 111 N. Powell Parkway Anna, Texas 75409 With a copy to: Wolfe, Tidwell & McCoy, LLP Attn: Clark McCoy 2591 Dallas Parkway, Suite 300 Frisco, Texas 75034 To the Developer: MM Anna 325, LLC Attn: Mehrdad Moayedi 1800 Valley View Lane, Suite 300 Farmers Branch, Texas 75234 With a copy to: Miklos Cinclair, PLLC Attn: Robert Miklos 1800 Valley View Lane, Suite 360 Farmers Branch, Texas 75234 Any notice sent under this Agreement (except as otherwise expressly required) shall be written and mailed, or sent by electronic or facsimile transmission confirmed by mailing written confirmation at substantially the same time as such electronic or facsimile transmission, or personally delivered to an officer of the recipient as the address set forth herein. Each recipient may change its address by written notice in accordance with this Section. Any communication addressed and mailed in accordance with this provision shall be deemed to be given when so mailed, any notice so sent by electronic or facsimile transmission shall be deemed to be given when receipt of such transmission is acknowledged, and any communication so delivered in person shall be deemed to be given when receipted for, or actually received by, the addressee. D. Parties in Interest. This Agreement is made solely for the benefit of the City and the Landowner and is not assignable, except, in the case of Landowner, in connection with the sale or disposition of all or substantially all of the parcels which constitute the Landowner's Parcel. However, the parties expressly agree and acknowledge that the City, the Landowner, each current owner of any parcel which constitutes the Landowner's Parcel, and the holders of or trustee for any bonds secured by Assessment Revenues of the City or any part thereof to finance the costs of the Authorized Improvements, are express beneficiaries of this Agreement and shall be entitled to pursue any and all remedies at law or in equity to enforce the obligations of the parties hereto. This Agreement shall be recorded in the real property records of Collin County, Texas. E. Amendments. This Agreement may be amended only by written instrument executed by the City and the Landowner. No termination or amendment shall be effective until a written instrument setting forth the terms thereof has been executed by the then -current owners of the property within the District and recorded in the Real Property Records of Collin County, Texas. F. Effective Date. This Agreement shall become and be effective (the "Effective Date") upon the date of final execution by the latter of the City and the Landowner and shall be valid and enforceable on said date and thereafter. G. Estoppels. Within 10 days after- written request from a party hereto, the other party shall provide a written certification, indicating whether this Agreement remains in effect as to an Assessed Property, and whether any party is then in default hereunder. H. Termination. This Agreement shall terminate and be of no further force and effect as to the Assessed Property upon payment in full of the Assessment(s) against such Assessed Property. [Signature pages to follow] [Signature Page Landowner Agreement] EXECUTED by the City and Landowner on the Effective Date. Date: STATE OF TEXAS COUNTY OF COLLIN CITY OF ANNA, TEXAS I'm Mayor This instrument was acknowledged before me on the _ day of , 20_ by , Mayor of the City of Anna, Texas on behalf of said City. (SEAL) Notary Public, State of Texas Name printed or typed Commission Expires: Date: STATE OF TEXAS COUNTY OF LANDOWNER a Texas M. its manager This instrument was acknowledged before me on the _ day of , 20_, by in his capacity as Manager of , known to be the person whose name is subscribed to the foregoing instrument, and that he executed the same on behalf of and as the act of Manager of Notary Public, State of Texas My Commission Expires: LANDOWNER AGREEMENT - EXHIBIT I METES AND BOUNDS DESCRIPTION OF LANDOWNER PARCEL LANDOWNER AGREEMENT - EXHIBIT II DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS This DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS (as it may be amended from time to time, this "Declaration") is made as of by a Texas (the "Landowner"). RECITALS: A. The Landowner holds record title to that portion of the real property located in Collin County, Texas, which is described in the attached Exhibit I (the "Landowner's Parcel"). B. The City Council of the City of Anna (the "City Council") upon a petition requesting the establishment of a public improvement district covering the property within the District to be known as the Sherley Tract Public Improvement District (the "District") by the then current owners of 100% of the appraised value of the taxable real property and 100% of the area of all taxable real property within the area requested to be included in the District created such District, in accordance with the Public Improvement District Assessment Act, Chapter 372, Texas Local Government Code, as amended (the "PID Act"). C. The City Council has adopted an assessment ordinance to levy assessments for certain public improvements (including all exhibits and attachments thereto, the "Assessment Ordinance") and the Service and Assessment Plan included as an exhibit to the Assessment Ordinance (as amended from time to time, the "Service and Assessment Plan"), and has levied the assessments (the "Assessments") on property in the District. D. The statutory notification required by Texas Property Code, Section 5.014, as amended, to be provided by the seller of residential property that is located in a public improvement district established under Chapter 372 of the Texas Local Government Code, as amended, to the purchaser, is incorporated into this Declaration. DECLARATIONS: NOW, THEREFORE, the Landowner hereby declares that the Landowner's Parcel is and shall be subject to, and hereby imposes on the Landowner's Parcel, the following covenants, conditions and restrictions: 1. Acceptance and Approval of Assessments and Lien on Property: (a) Landowner accepts each Assessment levied on the Landowner's Parcel owned by such Landowner. (b) The Assessment (including any reassessment, the expense of collection, and reasonable attorney's fees, if incurred) is (a) a first and prior lien (the "Assessment Lien") against the property assessed, superior to all other liens or claims except for liens or claims for state, county, school district or municipality ad valorem property taxes whether now or hereafter payable, and (b) a personal liability of and charge against the owners of the property to the extent of their ownership regardless of whether the owners are named. The Assessment Lien is effective from the date of the Assessment Ordinance until the Assessments are paid and may be enforced by the City in the same manner as an ad valorem property tax levied against real property that may be enforced by the City. The owner of any assessed property may pay, at any time, the entire Assessment levied against any such property. Foreclosure of an ad valorem property tax lien on property within the District will not extinguish the Assessment or any unpaid but not yet due Annual Installments of the Assessment, and will not accelerate the due date for any unpaid and not yet due Annual Installments of the Assessment. It is the clear intention of all parties to this Declaration, that the Assessments, including any Annual Installments of the Assessments (as such Annual Installments may be adjusted, decreased or extended), are covenants that run with the Landowner's Parcel and specifically binds the Landowner, its successors and assigns. In the event of delinquency in the payment of any Annual Installment of the Assessment, the City is empowered to order institution of an action in district court to foreclose the related Assessment Lien, to enforce personal liability against the owner of the real property for the Assessment, or both. In such action the real property subject to the delinquent Assessment may be sold at judicial foreclosure sale for the amount of such delinquent property taxes and Assessment, plus penalties, interest and costs of collection. 2. Landowner or any subsequent owner of the Landowner's Parcel waives: (a) any and all defects, irregularities, illegalities or deficiencies in the proceedings establishing the District and levying and collecting the Assessments or the annual installments of the Assessments; (b) any and all notices and time periods provided by the PID Act including, but not limited to, notice of the establishment of the District and notice of public hearings regarding the levy of Assessments by the City Council concerning the Assessments; (c) any and all defects, irregularities, illegalities or deficiencies in, or in the adoption of, the Assessment Ordinance by the City Council; (d) any and all actions and defenses against the adoption or amendment of the Service and Assessment Plan, the City's finding of a `special benefit' pursuant to the PID Act and the Service and Assessment Plan, and the levy of the Assessments; and (e) any right to object to the legality of any of the Assessments or the Service and Assessment Plan or to any of the previous proceedings connected therewith which occurred prior to, or upon, the City Council's levy of the Assessments. 3. Amendments: This Declaration may be terminated or amended only by a document duly executed and acknowledged by the then -current owner(s) of the Landowner's Parcel and the City. No such termination or amendment shall be effective until a written instrument setting forth the terms thereof has been executed by the parties by whom approval is required as set forth above and recorded in the real Property Records of Collin County, Texas. 4. Third Party Beneficiary: The City is a third party beneficiary to this Declaration and may enforce the terms hereof. 5. Notice to Subsequent Purchasers: Upon the sale of a dwelling unit within the District, the purchaser of such property shall be provided a written notice that reads substantially similar to the following: TEXAS PROPERTY CODE SECTION 5.014 NOTICE OF OBLIGATION TO PAY PUBLIC IMPROVEMENT DISTRICT ASSESSMENT TO THE CITY OF ANNA, COLLIN COUNTY, TEXAS CONCERNING THE PROPERTY AT [Street Address] As the purchaser of this parcel of real property, you are obligated to pay an assessment to the City of Anna, Texas, for improvement projects undertaken by a public improvement district under Chapter 372 of the Texas Local Government Code, as amended. The assessment may be due in periodic installments. The amount of the assessment against your property may be paid in full at any time together with interest to the date of payment. If you do not pay the assessment in full, it will be due and payable in annual installments (including interest and collection costs). More information concerning the amount of the assessment and the due dates of that assessment may be obtained from the City of Anna, 111 N. Powell Parkway, Anna, Texas 75409 Your failure to pay the assessment or the annual installments could result in a lien and in the foreclosure of your property. Signature of Purchaser(s) Date: The seller shall deliver this notice to the purchaser before the effective date of an executory contract binding the purchaser to purchase the property. The notice may be given separately, as part of the contract during negotiations, or as part of any other notice the seller delivers to the purchaser. If the notice is included as part of the executory contract or another notice, the title of the notice prescribed by this section, the references to the street address and date in the notice, and the purchaser's signature on the notice may be omitted. EXECUTED by the undersigned on the date set forth below to be effective as of the date first above written. LANDOWNER a Texas I'M its manager STATE OF TEXAS COUNTY OF This instrument was acknowledged before me on the — day of , 20_, by in his capacity as Manager of , known to be the person whose name is subscribed to the foregoing instrument, and that he executed the same on behalf of and as the act of Manager of Notary Public, State of Texas My Commission Expires: LANDOWNER AGREEMENT - EXHIBIT III HOMEBUYER EDUCATION PROGRAM As used in this Exhibit III, the recorded Notice of the Authorization and Establishment of the Sherley Tract Public Improvement District and the Declaration of Covenants, Conditions and Restrictions in Exhibit II of this Agreement are referred to as the "Recorded Notices." 1. Any Landowner who is a Builder shall attach the Recorded Notices and the final Assessment Roll for such Assessed Property (or if the Assessment Roll is not available for such Assessed Property, then a schedule showing the maximum 30 year payment for such Assessed Property) as an addendum to any residential homebuyer's contract. 2. Any Landowner who is a Builder shall provide evidence of compliance with Paragraph I above, signed by such residential homebuyer, to the City, upon the City's request. 3. Any Landowner who is a Builder shall prominently display signage in its model homes, if any, substantially in the form of the Recorded Notices. 4. If prepared and provided by the City, any Landowner who is a Builder shall distribute informational brochures about the existence and effect of the District in prospective homebuyer sales packets. 5. Any Landowner who is a Builder shall include Assessments in estimated property taxes, if such Builder estimates monthly ownership costs for prospective homebuyers. W Exhibit H CITY PID BOND FINANCING AND TIRZ CONTRIBUTION ANALYSIS — DRAFT FOR ILLUSTRATION PURPOSES ONLY 4 90 F+ cc Lf1 Ln 0 O 0 v1 N yj 0 N N N N 1-+ 1,f1 V 01 N Q1 H l0 O 1C O V N w N 00 Nf N V F Ln O V1 QC fwn F• L.1 N O to Oc 11 A L, N 'Ili pN W lJ: O ►' OD W%O 8 pq N V p O C O C O O v, Q1 N V p V1 � A w V1 O� m V N O O P H W O W k C_ .Q C n O �. G m m 7c a 0 f4 a f1 O C G. +r` F •V� •1ry F A Jn F C F P !+` OFF vF +� v O G C r in .A YrYY �. W. H N Jy µ � NvP+P• � tt� � a PLC e8,-�5Z a ei rssea b tt !! 4 ��Y4�Go,G YrY_NV GNC'a��yG�%Yw'tico W� C C N r M C W b� ti V w W .r• � v b M V M n G A � e n e w w w w w P w w � Ln l• � M F G r w D F n R OL p1 !RqF O G O G G Z O f t tv, t t t t it Ot 9 t I I II � GG 6 } e `=Kltl�krlt�Sli'�Lttt�`LLCL�LrI[k'� ^ R 7 yY5�S�95YYyY�YSF�y�i93�999Y9�`.;a��w R E W V� Ci O Yk l' N W fK N LL U y L N v N Y N N Y• V I P.` OVC O V NWP� �, W l.`I O• V F �3 � � } N N Y+ N v+ V v C U, N N 10 QI l:; � U • . V �t IJ -• rt G � Hr � b W y O v N � � m G V J �G 1• .' 9 c Y o Filed and Recorded Official Public Records Stacey Kemp, County Clerk Collin County, TEXAS 06/12/2020 03:36:05 PM $470.00 DKITZMILLER 20200612000885590