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Res 2021-10-1006 Development Agreement with Anacapri Laguna Azure, LLC
CITY OF ANNA, TEXAS RESOLUTION NO.0 A RESOLUTION OF THE CITY OF ANNA, TEXAS APPROVING A DEVELOPMENT AGREEMENT WITH ANACAPRI LAGUNA AZURE LLC RELATING TO DEVELOPMENT OF PROPERTY FOR MIXED USE MASTER PLANNED DEVELOPMENT WHEREAS, Developer owns approximately 341 acres of real properly located in the municipal boundaries of the City, in Collin County, Texas, (the "Pro e " ); and WHEREAS, the City Council approved the PD Zoning of the Property under City of Anna Ordinance 887-2020 on December 8, 2020; and WHEREAS, the City intends that the Property be developed in accordance with the above - referenced PD Zoning and the Anacapri Development Agreement attached hereto as Exhibit 1; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ANNA, TEXAS THAT: Section 1. Recitals Incorporated. The recitals above are incorporated herein as if set forth in full for all purposes. Section 2. Approval and Authority to Execute The City Council hereby approves the AnaCapri Development Agreement, attached hereto as Exhibit 1, and authorizes the Mayor's or the City Manager's execution of the same. The Mayor or City Manager are hereby authorized to execute all documents and take all other actions necessary to finalize, act under, and enforce the Agreement. PASSED by the City Council of the City of Anna, Texas, on this 12th day of October 2021. ATTESTED: Carrie L. Land, City Secretary ,\�\VVIIUIIIIN�J� �, late -Pike, Mayor J 20211021002155180 1012112021 03 ;17 ; 28 PM AG 11165 ANACAPRI DEVELOPMENT AGREEMENT This AnaCapri Development Agreement (this "Agreement') is entered into by and between the CITY OF ANNA, a home -rule municipality in Collin County, Texas (the "C"), and ANACAPRI LAGUNA AZURE, LLC, a Wyoming limited liability company ("Developer"), to be effective on the Effective Date. SECTION 1 RF.CTTAT N WHEREAS, certain terms used in these recitals are defined in Section 2; and WHEREAS, Developer and the City are sometimes collectively referenced in this Agreement as (the "Parties") or each individually as ("P21:ff"); and WHEREAS, Developer owns approximately 341 acres of real property located in the municipal boundaries of the City, in Collin County, Texas, described in Exhibit A (the "Pro e "); and WHEREAS, Developer desires to proceed with development of the Property to be known as AnaCapri, as generally illustrated on the Concept Plan in Exhibit B, which Development is anticipated to occur over a number of years in phases, as shown in Exhibit C; and WHEREAS, the Property Owners previously applied to rezone the Property for planned development zoning ("PD Zoning") in order to amend Planning and Development Regulations within The City of Anna City Code of Ordinances; and WHEREAS, the City's Planning & Zoning Commission and City Council provided the requisite notices by publication and otherwise and scheduled public hearings with respect to the rezoning of the Property as required by law; and WHEREAS, the City Council approved the PD Zoning by City of Anna Ordinance 887- 2020 on December 8, 2020; and WHEREAS, the Parties further intend that the Property be developed in accordance with the PD Zoning, this Agreement, the Development Standards, and the City Regulations; and WHEREAS, Developer plans to begin development of the Property upon (i) the execution of this Agreement; (ii) for single-family development, the submission and approval of a preliminary plat(s), final plat(s), and tree preservation plan(s) consistent with the Concept Plan, and for multifamily development, amenities, and any nonresidential development, the submission and approval of a preliminary plats(s), fmal plat(s), site plan(s), landscape plan(s), lighting plan(s), facade/elevation plan(s), and other plans required by City ordinance; (iii) the issuance by the City of a will -serve letter for both water and wastewater services for the applicable portion of the Development; and (iv) creation of the PID(s) and TIRZ by the City for the reimbursement or payment to Developer of certain costs of acquisition and construction of certain public improvements and certain other associated costs to benefit the Property; (v) dedication, in fee simple, of the 9.4± acre School Site consistent with the Preliminary Plat for Anacapri, (Res. No. 2021-02-861) to the Anna Independent School District; and WHEREAS, Developer desires and intends to design, construct and install and/or make financial contributions to certain Authorized Improvements to serve the Development; and WHEREAS, the Parties intend for the design, construction, and installation of the Authorized Improvements to occur in a phased manner and intend that Developer will dedicate the Authorized Improvements to the City for use and maintenance, subject to approval of the plans and inspection and acceptance of the Authorized Improvements in accordance with this Agreement and the City Regulations and, contingent upon the creation of the PID, the execution and delivery of a PID Reimbursement Agreement for financing of such Authorized Improvements; and WHEREAS, in consideration of Developer's agreements contained herein and upon the creation of the PID(s), the City shall use good faith efforts exercise its powers under Chapter 372, Texas Local Government Code, to provide financing arrangements that will enable Developer to do the following in accordance with the procedures and requirements of the PID Act and this Agreement: (a) receive funding or reimbursement for all or a portion of the PID Projects using the PID Bond Proceeds; or (b) receive funding or reimbursement for all or a portion of the PID Projects, the source of which reimbursement will be annual installment payments from Assessments on the Property within the PID(s), provided that such reimbursements shall be subordinate to the payment of (x) PID Bonds, (y) Administrative Expenses, and (z) any amounts owed to the City by Developer in connection with the PID; and WHEREAS, the City, subject to the consent and approval of the City Council, the satisfaction of all conditions for PID Bond issuance, Developer's compliance with this Agreement, and in accordance with the terms of this Agreement and all legal requirements, including but not limited to the Indenture, shall use good faith efforts to: (i) adopt a Service and Assessment Plan; (ii) adopt one or more Assessment Ordinances (to reimburse Developer for all or a portion of the PID Projects Cost and the costs associated with the administration of the PID and the issuance of the PID Bonds, and for repayment of PID Bonds); (iii) issue, in multiple series, up to $58,000,000 in the principal amount of PID Bonds for the purpose of financing the PID Projects in accordance with the Service and Assessment Plan and reimbursing Developer for certain associated costs as described herein; and (iv) create the TIRZ; and WHEREAS, the Parties agree that the Authorized Improvements are also improvements that qualify as projects under the TIRZ Act; and WHEREAS, the City shall use good faith efforts to create a TIRZ under the TIRZ Act that shall be coterminous with the boundaries of the Property and shall adopt, approve, and execute the TIRZ Documents to dedicate said TIRZ increment for a period not to exceed 30 years, with the base year being established (i) for any residential TIRZ payment area, as of the year PID Bonds are issued over a corresponding PID improvement area, and (ii) for the multifamily and commercial TIRZ, as of the year construction commences within the relevant TIRZ payment areas; and ANACAPRI DEVELOPMENT AGREEMENT PAGE 2 WHEREAS, all of the City's Administrative Expenses associated with the TIRZ, when created, will be paid from the TIRZ Fund, 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(s) or TIRZ, the issuance of PID Bonds, or the preparation of documentation related thereto, including any costs incurred directly by the City and its consultants and advisors (excluding the fees associated with closing the PID Bonds and paid from PID Bond Proceeds, and excluding any costs incurred as the result of third party inquiries, requests, or projects), Developer shall be responsible for advancing such funds and shall have a right to reimbursement for the funds advanced from the PID Bond Proceeds, Assessment revenues, or TIRZ increments, and the City will not be responsible for such reimbursement or the payment of any such costs from any other sources of funds; and WHEREAS, in consideration of the Developer's agreements contained herein, the City shall use good faith efforts to create the TIRZ and adopt, approve, and execute the TIRZ Documents to dedicate a certain amount of the City's collected ad valorem tax increment as provided for in 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, the City recognizes the positive impact the Authorized Improvements will bring to the City and that said improvements will promote state and local economic development, stimulate business and commercial activity in the City for the development and diversification of the economy of the state, promote the development and expansion of commerce in the state, and reduce unemployment or underemployment in the state; and WHEREAS, unless expressly set forth to the contrary in this Agreement, the Parties intend this Agreement to supersede City Regulations only to the extent that City Regulations directly conflict with the terms of this Agreement. NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties hereby agree as follows: SECTION 2 DEFINITIONS Certain terms used in this Agreement are defined in this Section 2.Other terms used in this Agreement are defined in the recitals or in other sections of this Agreement. Any capitalized term not defined herein shall have the meaning assigned to it by the City Code, if applicable. Unless the context requires otherwise, the following terms shall have the meanings hereinafter set forth: Additional Costs means the actual additional costs the City may incur in the issuance of its own City Obligations. ANACAPRI DEVELOPMENT AGREEMENT PAGE 3 . Administrative Ex enses shall include reasonable expenses actually incurred by the City in the establishment, administration, and operation of the PID and the TIRZ and the collection of any assessments and other amounts associated with same. AND means the Anna Independent School District. Assessments) means the special assessments levied on the Property on a phase -by -phase basis, under one or more Assessment Ordinances adopted to reimburse Developer for a portion of the PID Projects benefitting the applicable phase(s) as set forth in the Service and Assessment Plan, as well as payment of Administrative Expenses and repayment of the PID Bonds and the costs associated with the issuance of the PID Bonds. Assessment Ordinance means an ordinance approved by the City Council under the PID Act establishing one or more Assessment(s). Authorized Improvements means the PID Projects and all other on- and off -site public water, sewer, drainage, and roadway facilities, along with other public improvements, such as landscaping and screening, parks, and trails, to be constructed by Developer, including without limitation the improvements identified on Exhibit D, which benefit the Property and for which the Parties intend Developer will be fully or partially reimbursed pursuant to the terms of this Agreement. Authorized Improvements Cost mean the actual costs of design, engineering, construction, acquisition, and inspection of the Authorized Improvements and all cost related in any manner to the Authorized Improvements. Bond Ordinance means an ordinance adopted by the City Council that authorizes and approves the issuance and sale of the PID Bonds. Budgeted Cost means, with respect to any given Authorized Improvement, the estimated cost of the improvement as set forth by phase in Exhibit D but shall not be construed as a limitation on the cost of an improvement. Capital improvement(s) shall have the meaning provided in Chapter 395, Texas Local Government Code. Capital Improvement Costs means any construction, contributions, or dedications of Capital Improvements, including actual costs of design, engineering, construction, acquisition, and inspection, and all costs related in any manner to the Capital Improvement. Capital Improvements Plan ("CIP") means all capital improvements plan(s) duly adopted by the City under Chapter 395, Texas Local Government Code, as may be updated or amended from time to time. Certificate of Occupancy means a certificate under City Code Section 9.04.035, as amended, required to use or occupy or permit the use or occupancy of any building or premises. ANACAPRI DEVELOPMENT AGREEMENT PAGE 4 Chapter 380 Agreement means an agreement under Chapter 380, Texas Local Government Code, as amended, between Developer and the City under which Developer will purchase construction materials using a Texas Direct Payment Permit and generate economic development and local use tax revenue to be received by City and a certain portion of said revenue shall be divided between the City that will retain 65% of said revenue and pay Developer 35% of said revenue. City Code means the Code of Ordinances, City of Anna, Texas. City Council means the governing body of the City. City Manager means the current or acting City Manager of the City of Anna or a person designated to act on behalf of that individual if the designation is in writing and signed by the current or acting City Manager. CityObligations means public securities or obligations issued by the City on its own taxing power of municipal revenues. City PID Fee means a one-time fee of $3,400 per residential lot established by the City's established PID policy, which shall be treated as set forth in Section 7.2 of this Agreement. City Regulations means the City's applicable development regulations as such exist on the Effective Date, including without limitation City Code provisions, Development Standards, ordinances, design standards, and other policies duly adopted by the City. The term does not include Impact Fees, which shall be treated as set forth in Section 7.2. Concept Plan means the intended plan for the development of the Property, approved by the City by City of Anna Resolution No. 2020-12-837 on December 8, 2020 and depicted on Exhibit B. Developer means the entity(ies) responsible for developing the Property in accordance with this Agreement and their permitted assigns. Developer Continuing Disclosure Agreement means any continuing disclosure agreement of Developer executed contemporaneously with the issuance and sale of PID Bonds. Developer Improvement Account means the construction fund account created under the Indenture, funded by Developer, and used to pay for portions of the acquisition, design, and construction of the PID Projects. Development means the mixed -use subdivision to be developed under the terms of this Agreement on the Property that is the subject of this Agreement. Development Standards means the design specifications and construction standards permitted or imposed by this Agreement and applicable City Regulations, including without limitation the PD Zoning and the four (4) agreements with the City, each titled "Development Agreement," entered into on December 8, 2020 and attached hereto respectively as Exhibit DA- 1, Exhibit DA-2, Exhibit DA-3, and Exhibit DA-4. ANACAPRI DEVELOPMENT AGREEMENT PAGE 5 Effective Date means the effective date of this Agreement, which shall be the date upon which all parties have fully executed and delivered this Agreement and the City's legal counsel has signed this Agreement, approving same as to form. End User means any tenant, user, or owner of a Fully Developed and Improved Lot. Entertainment Commercial Building means a 30,000 square foot entertainment commercial building that includes at least a 4-lane bowling alley, gym/fitness center, adult game area, teen arcade, kids play area, yoga studio, and restaurant. Fully Developed and Improved Lot means any privately -owned lot in the Property, regardless of proposed use, intended to be served by the Authorized Improvements and for which a final plat has been approved by the City and recorded in the Real Property Records of Collin County. Golf Cart shall have the meaning set forth in Section 551.401, Texas Transportation Code, as amended. HOA means a property owners' association as defined under Section 202.001, Texas Local Government Code, that Developer is required to form under this Agreement to be known as the Anacapri Homeowners' Association or such similar name as may be available with Texas Secretary of State, and its successors. Home Buyer Disclosure Program means the disclosure program, administered by the PID Administrator as set forth in a document in the form of Exhibit E, or another form agreed to by the Parties, that establishes a mechanism to disclose to each End User the terms and conditions under which their lot is burdened by the PID. Impact Fees means those fees normally assessed before or at the time of recordation of a final plat and collected at the time the City issues a building permit in accordance with Chapter 395, Texas Local Government Code, and as defined therein. Impact Fee Credits means dollar -for -dollar, unreduced credits against Impact Fees otherwise due from the Project to offset Capital Improvements Costs. Improvement Account of the Project Fund ("IAPF" ) means the construction fund account created under the Indenture, funded by the PID Bond Proceeds, and used to pay or reimburse for certain portions of the construction or acquisition of the PID Projects. Indenture means a trust indenture by and between the City and a trustee bank under which PID Bonds are issued and funds are held and disbursed. Indenture Accounts means the IAPF and Developer Improvement Account. Lagun means a sand beach and blue lagoon of at least 2.3 acres of water surface area with public access, which Laguna is generally and conceptually depicted in Exhibit G and shall include the components set forth in Exhibit G-1. ANACAPRI DEVELOPMENT AGREEMENT PAGE 6 Mandatory Assessment Prepayments) means a mandatory prepayment of an Assessment or Assessments in accordance with Section 3.4, and further defined in the SAP. Moor means the Mayor of the City of Anna. Notice means any notice required or contemplated by this Agreement (or otherwise given in connection with this Agreement). PD Zoning means the planned development zoning approved by the City Council by Ordinance 887-2020 on December 8, 2020, which PD Zoning shall be considered part of the Development Standards under this Agreement. Phase 1 means the first phase of the Development, as set forth in the Concept Plan, containing approximately 457 residential lots including: Phase IA as shown in City of Anna Resolution No. 2021-09-987 (191 residential lots); Phase I as shown in City of Anna Resolution No. 2021-09-988 (204 residential lots); and Phase 1C as shown in City of Anna Resolution No. 2021-10-1002 (62 residential lots). PID means the Anacapri Public Improvement District(s) covering all single-family residential lands within the Property, which the City agrees to exert good faith efforts to create for the benefit of the Property pursuant to the PID Act. PID Act means Chapter 372, Texas Local Government Code, as amended. PID Administrator means an employee, consultant, or designee of the City who shall have the responsibilities provided in the Service and Assessment Plan, an Indenture, or any other agreement or document approved by the City related to the duties and responsibilities for the administration of the PID. PID Bonds means assessment revenue bonds, but not Refunding Bonds, issued by the City pursuant to the PID Act to finance the PID Projects. PID Bond Proceeds means the funds generated from the sale of the PID Bonds. PID Documents means, collectively, the PID Resolution, the Service and Assessment Plan, and the Assessment Ordinance(s). PID Financial Summary means the document attached to this Agreement as Exhibit K. which summarizes financial data related to the PID and TIRZ. PID Projects means all water, wastewater/sewer, drainage, roadway, park, trail, landscape, irrigation, hardscape, and other improvements allowable under the PID Act and benefitting and necessary to serve the Development, including those identified in the PID Documents and outlined in Exhibit D. PID Projects Cost means the actual cost of design, engineering, construction, acquisition, and/or inspection of the PID Projects, along with Administrative Expenses associated with the PID. ANACAPRI DEVELOPMENT AGREEMENT PAGE 7 PID Reimbursement Agreement means an agreement by and between the City and Developer by which the Parties establish the terms by which Developer may obtain reimbursements for PID Projects through the PID Bond Proceeds or Assessments. PID Resolution means the resolution and improvement order adopted by the Council creating the PID(s) pursuant to Section 372.010 of the PID Act and approving the advisability of the Authorized Improvements. Public Infrastructure means all water, wastewater/sewer, drainage, roadway, walking and golf cart paths and trails, and other infrastructure necessary to serve the full development of the Property and/or to be constructed and dedicated to the City under this Agreement. The term includes without limitation the PID Projects. Private Improvements means the improvements and amenities Developer shall cause to be constructed, as more particularly discussed in Section 8.1 and described and/or depicted in Exhibit D and Exhibit G and including the Laguna and its related facilities, which shall include but not be limited to the Entertainment Commercial Building and the Restaurant. Real Property Records of Collin County means the official land recordings of the Collin County Clerk's Office. Restaurant means a dining eatery with a minimum 4,000 square feet of combined indoor/outdoor seating area, but not less than 2,000 square feet of indoor seating space. Refunding Bonds means bonds issued pursuant to Section 372.027, Texas Local Government Code. School Site means a tract of land of at least 9.4 acres that developer is required under this Agreement to dedicate in fee simple to the AISD, or, if required by the City, to the City. Service and Assessment Plan ("SAP") means the Service and Assessment Plan for the PID, to be updated, adopted and amended annually, if needed, by the City Council pursuant to the PID Act for the purpose of assessing allocated costs against portions of the Property located within the boundaries of the PID having terms, provisions, and findings approved by the City, as required by this Agreement. Taxable Items means the items and services identified in Sections 151.010 and 151.0101, Texas Tax Code, as amended, and as relates to the Chapter 380 Agreement. Texas Direct Payment Permit shall mean that permit issued by the State of Texas authorizing Developer to self -assess and pay applicable state and local use taxes directly to the State of Texas related to selected portions of Developer's taxable purchases under 34 TAC § 3.288 of the Texas Administrative Code. TIRZ means each tax increment reinvestment zone created under the TIRZ Act and located within the Property. TIRZ Act means Chapter 311 of the Texas Tax Code, as amended. ANACAPRI DEVELOPMENT AGREEMENT PAGE 8 TIRZ Documents means the TIRZ project and finance plan, and the TIRZ Ordinance. TIRZ Fund means the fund set up by the City in order to receive the TIRZ revenues in accordance with this Agreement, the TIRZ Documents and state law. TIRZ Ordinance means the City Ordinance by the City Council establishing a TIRZ pursuant to Chapter 311, Texas Tax Code, and any subsequent ordinances effectuating amendments thereto. TIRZ Projects means those projects described in the TIRZ Project and Finance Plan to be undertaken by the TIRZ. TIRZ Project and Finance Plan means the project and finance plan for the TIRZ, as amended from time to time. Use Tax Receipts mean the City's net receipts from the State of Texas from the collection of one percent (1.0%) general City use tax imposed by the City pursuant to Chapter 321 of the Texas Tax Code, attributed to the collection of use tax by Developer associated with the issuance of Developer's Texas Direct Payment for Taxable Items used or consumed in the City. SECTION 3 PUBLIC IMPROVEMENT DISTRICT 3.1 Creation of PID and Levy of Assessments. The City shall use good faith efforts to initiate and approve all necessary documents and ordinances, including without limitation the PID Documents, required to effectuate this Agreement, to create the PID(s) to cover all single-family residential lands within the Property, and to levy the Assessments. The Assessments, if approved by the City Council, shall be levied' (i) on a phase -by -phase basis against the applicable phase(s) benefitted by the applicable portion of the PID Projects for which the applicable series of the PID Bonds are issued and (ii) prior to the sale of any lot to an End User. The City will select a PID Administrator and the City Council will consider approval of the Preliminary SAP, which shall include the PID Projects and provide for the levy of the Assessments on the Property. Promptly following preparation and approval of a preliminary SAP acceptable to Developer and the City and subject to the City Council making findings that the PID Projects confer a special benefit on the Property, the City Council shall consider an Assessment Ordinance. 3.2 Acceptance of Assessments and Recordation of Covenants Running with the Land. Following the levy of the Assessment applicable to a particular phase of the Development, Developer shall approve and accept in writing the levy of the Assessment(s) on such phase and shall approve and accept in writing the Home Buyer Disclosure Program related to such phase and shall cause covenants running with the land to be recorded against the portion of the Property within the applicable phase of the Development, which will bind any and all current and successor developers and owners within the applicable phase of the Development to: (i) pay the Assessments, with applicable interest and penalties thereon, as and when due and payable hereunder and 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. 3.3 City PID Fees and Laguna Escrow. ANACAPRI DEVELOPMENT AGREEMENT PAGE 9 (a) Payment of City PID Fee. The City PID Fee to be assessed and collected by the City within the Development is $3,400 per lot. Half of the City PID Fee ($1,700 per lot) shall be assessed and collected simultaneously with the closing of each series of PID Bonds issued under this Agreement. Simultaneous with each such closing, Developer shall pay the City $1,700 for each lot covered by the particular PID Bond issuance. The other half of the City PID Fee shall be governed in accordance with subsection (b), below. (b)Laguna Completion Escrow. At the time of creation of the PID, the Developer shall deposit with the City the amount of $2,106,300 representing the other half of the City PID Fee ($1,700 per single family lot times 1,239 lots), which funds shall be held by the City, in escrow, segregated from all other City funds (the "Laguna Completion Escrow"). If the Laguna is open and fully operating under a duly issued Certificate of Occupancy within 24 months of the creation of the PID, then, at the time the City issues the Certificate of Occupancy, the City will release the full amount of the Laguna Completion Escrow to Developer. The City shall not unreasonably withhold, condition, or delay the issuance of the Certificate of Occupancy. Developer shall be entitled to two sequential six-month extensions, if requested in writing prior to the expiration of the 24-month term or first 6 month extension, for the completion of the Laguna. If the Laguna is not open and fully operating under a duly issued Certificate of Occupancy within said 24 months, as may be extended by the 6-month extensions, then the City shall be entitled to permanently retain and utilize the full amount of the Laguna Completion Escrow for any lawful purpose in the City's sole discretion. 3.4 Mandatory Assessment Prepayment. In addition to otherwise being bound by all requirements and provisions of the Service and Assessment Plan, Developer or any subsequent owner shall be required to make all Mandatory Assessment Prepayment(s) that may become due under the Service and Assessment Plan. Mandatory Assessment Prepayment(s) shall become due for any part of the Property that falls under any of the following circumstances: (1) If a parcel or portion thereof on which an Assessment has been levied becomes Non -Benefited Property through (i) a transfer to a party (other than the City) that is exempt from the payment of the Assessment under applicable law, or (ii) any other means; (2) If the reallocation of the Assessment for a subdivided Parcel results in an Assessment that exceeds the Assessment or sum of Assessments for the applicable Lot Type; (3) If the reallocation of an Assessment for a parcel that is a homestead under Texas law exceeds the Assessment prior to the reallocation; or (4) If at any time following eighteen (18) months after the initial levy of assessments on a particular phase, the aggregate actual buildout taxable assessed value or the projected average home price per Lot Type for said phase, as reflected in an Independent Appraisal prepared at the request of the City, is less than ninety-three percent (93.00%) of the applicable projected amount shown in the Service and Assessment Plan. In the event of an occurrence under this Section 3.4(4), Developer or any subsequent owner shall be required to prepay only the difference in Assessment associated with the assessed value that falls below 95.00% (e.g., if the aggregate actual buildout taxable assessed value or projected average home price per Lot Type for the phase, as reflected in the Independent Appraisal, is 91.00% of the applicable projected amount ANACAPRI DEVELOPMENT AGREEMENT PAGE 10 shown in the Service and Assessment Plan, then Developer or subsequent owner shall be required to prepay the Assessments associated with the 2.00% difference in value). All Mandatory Prepayments that become due under this Agreement and/or the Service and Assessment Plan shall be paid to the City within 30 days after the date that the City delivers notice to Developer or any subsequent owner that a Mandatory Prepayment is due. If the City does not timely receive the full amount of any Mandatory Prepayment that may become due, the City may withhold building permits, certificates of occupancy, and/or utilities as to any part of the Property associated with the cause of the Mandatory Prepayment becoming due. 3.5 Notice of Mandatory Prepayment in Sales Contract. As pertains to all contract(s) under which Developer sells all or any part of the Property ("Sales Contract(s)") where all or any part of the Property being sold could be subject to a levy of an Assessment under this Agreement, such Sales Contract(s) shall contain a provision that states as shown in the italicized text immediately below: "The Parties to this Agreement understand that all or any part of the real property being sold and purchased hereunder is subject to that certain Anacapri Development Agreement that runs with the land and contains the following provision which shall apply to and be enforceable as against any owner of any part of said real property (said provision being apart of this Agreement, which cannot be amended, modified, rescinded, deleted or otherwise changed without the written consent of the City of Anna, Texas): `Mandatory Assessment Prepayment. In addition to otherwise being bound by all requirements and provisions of the Service and Assessment Plan, Developer or any subsequent owner shall be required to make all Mandatory Assessment Prepayments) that may become due under the Service and Assessment Plan. Mandatory Assessment Prepayment(s) shall become due for any part of the Property thatfalls under any of the following circumstances: (a) If a parcel or portion thereof on which an Assessment has been levied becomes Non -Benefited Property through (i) a transfer to a party (other than the City of Anna, Texas) that is exempt from the payment of the Assessment under applicable law, or (ii) any other means; (b) If the reallocation of the Assessment for a subdivided Parcel results in an Assessment that exceeds the Assessment or sum of Assessments for the applicable Lot Type; (c) If the reallocation of an Assessment for a Parcel that is a homestead under Texas law exceeds the Assessment prior to the reallocation; or (d) If at any time following eighteen (18) months after the initial levy of assessments on any Phase of the Anacapri Public Improvement District, the aggregate actual buildout taxable assessed value or the projected average home price per Lot Type for said phase, as reflected in an Independent Appraisal prepared at the request of the City, is less than ninety-three ANACAPRI DEVELOPMENT AGREEMENT PAGE 11 percent (93.0001o) of the applicable projected amount shown in the Service and Assessment Plan. All Mandatory Prepayments that become due under this Agreement and/or the Service and Assessment Plan shall be paid to the City within 30 days after the date that the City delivers notice to Developer or any subsequent owner that a Mandatory Prepayment is due. If the City does not timely receive the full amount of any Mandatory Prepayment that may become due, the City may withhold building permits, certificates of occupancy and/or utilities as to any part of the Property associated with the cause of the Mandatory Prepayment becoming due. " SECTION 4 PID BONDS 4.1 PID Bond Issuance. Developer may request issuance of PID Bonds by filing with the City a list of the PID Projects to be funded or acquired with the PID Bond Proceeds and the estimated or actual costs of such PID Projects. Developer acknowledges that the City may require at that time a professional services agreement that obligates 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 Bond Proceeds. The issuance of each series of PID Bonds is subject to the following conditions: (a) the adoption or amendment of the Service and Assessment Plan and an Assessment Ordinance levying assessments on all or any portion of the Properly benefitted by PID Projects in amounts sufficient to pay all costs related to the PID Bonds; (b) if requested by the City, delivery by Developer to the City of a certification or other evidence from an independent appraiser confirming the value of the property and that the special benefits conferred on the properties being assessed for the PID Projects increase the value of the property by an amount at least equal to the amount assessed against such property; (c) 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; (d) Developer is current on all taxes and assessments, including payment of Assessments; (e) Developer is not in material default under this Agreement; (f) no outstanding PID Bonds are in default and no reserve funds have been drawn upon that have not been replenished; (g)the PID Administrator has certified that the specified portions of the costs of the PID Projects to be paid from PID Bond Proceeds are eligible to be paid therewith, such approval not to be unreasonably withheld, conditioned or delayed upon presentation of a certificate in compliance with the applicable Indenture; ANACAPRI DEVELOPMENT AGREEMENT PAGE 12 (h) the PID Projects to be financed by the PID Bonds have been constructed according to the Development Standards; (i) the maximum maturity for PID Bonds shall not exceed 30 years from the date of delivery thereof, 0) the final maturity for any PID Bonds shall be not later than 45 years from the date of this Agreement; (k)no information regarding the City, including without limitation financial information, shall be included in any offering document relating to PID Bonds without the consent of the City; (1) simultaneous with closing the PID Bonds, Developer shall either (i) fund or cause the funding of or (ii) provide evidence of financial security sufficient to fund the Authorized Improvements to the extent that the Authorized Improvements have not already been completed and paid for to the extent that the PID Bonds are insufficient to fund such Authorized Improvements; (m) Developer agrees to provide periodic information and notices of material events regarding Developer and Developer's development of the Property within the PID in accordance with Securities and Exchange Commission Rule 15c2-12 and any Developer Continuing Disclosure Agreement; (n) Unless otherwise agreed to by the City, the value to lien ratio shall not be less than 2:1. The appraised value of the portion of the Property in the applicable phase to the par amount of PID Bonds issued with respect to such phase shall be confirmed by an appraisal from a licensed MAI appraiser; (o)the maximum tax equivalent assessment rate for the assessment levy shall not exceed $0.9348 per $100.00 taxable assessed valuation, without prior, written consent of the City, in its sole discretion. (p) Developer is not in default under a Developer Continuing Disclosure Agreement; (q) for 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; (r) the City's consulting engineer determines that the PID Projects Cost shown on Exhibit D, as updated and amended, are reasonable. 4.2 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 those 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 contain any ANACAPRI DEVELOPMENT AGREEMENT PAGE 13 untrue statement of a material fact or omit any statement of material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading, and Developer further agrees that it will provide a certification to such effect as of the date of the closing of any PID Bonds. 4.3 Qualified Tax -Exempt Status. (a)_Issuance of PID Bonds Prior to City Obligations. (1) In the event the City issues PID Bonds prior to the issuance of City Obligations, the City, with assistance from its financial advisor, shall calculate the estimated Additional Costs based on the market conditions as they exist approximately thirty (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 -qualified tax-exempt obligations ("non-QTEO"). Promptly following the determination of the Estimated Costs, the City shall provide a written invoice to Developer in an amount 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) fifteen (15) business days after the date of said invoice, or (ii) five (5) business days prior to pricing the PID Bonds. The City shall not be required to approve any certificates or certifications for payment pursuant to any PID Reimbursement Agreement until Developer has paid the invoice related to the PID Bonds then being issued. (2) Upon the City's approval of the City Obligations, the financial advisor shall calculate the actual Additional Costs to the City of issuing its City Obligations as non-QTEO. The City will, within five (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 fifteen (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 fifteen (15) business days of the date of the City's notice required under this paragraph. (b) Issuance of Cily Obligations Prior to PID Bonds. (1) 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 approximately twenty (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 equal to the Estimated Costs, and (2) that includes the pricing date for such City Obligations. Developer, in turn, shall remunerate to the City the amount shown on said invoice at least five (5) 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. ANACAPRI DEVELOPMENT AGREEMENT PAGE 14 (2) Upon the City's approval of the City Obligations, the financial advisor shall calculate the actual Additional Costs to the City of issuing non-QTEO City Obligations. The City will, within five (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 fifteen (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 fifteen (15) business days of the date of the City's notice. (c) To the extent any developer(s) or properly 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 properly 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 (d), below, said reimbursement to be made by the City within fifteen (15) business days after its receipt of such subsequent payments of such Additional Costs. (d) 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 from any debt issued on behalf of Developer in such calendar year by the total proceeds from any debt issued by the City for the benefit of all developers (including Developer) in such calendar year. 4.4 Tax Certificate. If, in connection with the issuance of the PID Bonds, the City is required to deliver a certificate as to tax exemption (a "Tax Certificate") to satisfy requirements of the Internal Revenue Code, Developer agrees to provide, or cause to be provided, such facts and estimates as the City reasonably considers necessary to enable it to execute and deliver its Tax Certificate. Developer represents that such facts and estimates will be based on its reasonable expectations on the date of issuance of the PID Bonds and will be, to the best of the knowledge of the officers of Developer providing such facts and estimates, true, correct and complete as of such date. To the extent that it exercises control or direction over the use or investment of the PID Bond Proceeds, including, but not limited to, the use of the Authorized Improvements, Developer further agrees that it will not knowingly make, or permit to be made, any use or investment of such funds that would cause any of the covenants or agreements of the City contained in a Tax Certificate to be violated or that would otherwise have an adverse effect on the tax-exempt status of the interest payable on the PID Bonds for federal income tax purposes. ANACAPRI DEVELOPMENT AGREEMENT PAGE 15 SECTION 5 TIRZ 5.1 Tax Increment Reinvestment Zone(s). At the time of execution of this Agreement, the City shall exercise its powers under the TIRZ Act and create one or more TIRZ for the development. The TIRZ may contain three separate payment areas, one covering the single-family portion of the Property, one covering the multi -family portion of the Property, and one covering the commercial portion of the Property. The City intends to dedicate (i) over the single family residential lands within the Property, fifty percent (50%) of the City's tax increment (net of Administrative Expenses) attributable to a TIRZ, based on the City's tax rate each year (the "Residential Increment"), and (ii) over the commercial and multifamily lands within the Property, seventy percent (70%) of the City's tax increment (net of Administrative Expenses) attributable to a TIRZ, based on the City's tax rate each year (the "Commercial Increment"). The Residential Increment shall be used (i) to off -set or. pay a portion of any Assessments levied on the Property within a TIRZ and PID for the costs of capital improvements that are Authorized Improvements and qualify as projects under the TIRZ Act; and (ii) in any manner authorized by the TIRZ Act. The Commercial Increment shall be used (i) to fund necessary Public Infrastructure for the commercial and multifamily lands within the Property; and (ii) in any manner authorized by the TIRZ Act. 5.2 TIRZ Fund. In accordance with the TIRZ Project and Finance Plan, the City's collected revenue from its tax increment obtained from the Property in each phase shall be placed into a TIRZ Fund(s), a separate fund which has been or shall be created by the City. It is anticipated that the monies in the TIRZ Fund(s) shall be distributed in accordance with the TIRZ Project and Finance Plan to (i) in the case of the Residential Increment, lower the Assessments of Assessed Property owners, on an annual basis, and (ii) in the case of the Commercial Increment, provide reimbursement for necessary public infrastructure in the commercial and multifamily lands within the property. The Residential Increment and the Commercial Increment shall be placed in separate accounts within the TIRZ Fund and shall not be comingled. 5.3 TIRZ and Economic Development Projects. The Parties agree and acknowledge that the dedication of the Residential Increment and Commercial Increment is essential to Developer's funding of certain amenities contemplated hereunder that will drive economic development within the City, and, but for the remittance of such TIRZ increment, the construction of the amenities and features contemplated herein would not be feasible. 5.4 Chapter 380 Agreement. Simultaneously with the closing of the first PID Bonds issued under this Agreement or upon the City's first assessment and collection of Assessments, whichever occurs earlier, Developer and the City shall enter into the Chapter 380 Agreement. The Chapter 380 Agreement will provide for a rebate of 35% of Use Tax Receipts to Developer. SECTION 6 AUTHORIZED IMPROVEMENTS 6.1 Authorized Improvements. The Authorized Improvements and Authorized Improvements Cost are subject to change and shall be updated by the City consistent with the Service and Assessment Plan and the PID Act. All approved final plats within the Development ANACAPRI DEVELOPMENT AGREEMENT PAGE 16 shall include those Authorized Improvements located therein, save landscaping and such other Authorized Improvements as are not typically included in plats, and the respective Authorized Improvements Cost shall be finalized at the time the applicable final plat is approved by the City Council. Developer shall include any updated Budgeted Cost(s) with each final plat application that shall be submitted to the City Council for consideration and approval concurrently with the submission of each final plat. Upon approval by the City Council of any such updated Budgeted Cost(s), this Agreement shall be deemed amended to include such approved updated Budgeted Cost(s) in Exhibit D. The Budgeted Costs, Authorized Improvements Cost, and the timetable for installation of the Authorized Improvements will be reviewed at least annually by the Parties in an annual update of the Service and Assessment Plan adopted and approved by the City. 6.2 Construction Ownership and Transfer of Authorized Improvements. (a) Contract Specifications. Developer's engineers shall prepare, or cause the preparation of, and provide the City with contract specifications and necessary related documents for the Authorized Improvements. (b) Construction Standards, Inspections and Fees. Except as otherwise expressly set forth in this Agreement, the Authorized Improvements and all other Public Infrastructure required for the development of the Property shall be constructed and inspected in accordance with this Agreement, the City Regulations, and any other governing body or entity with jurisdiction over the Authorized Improvements. (c) Construction of Improvements. Developer agrees to cause all Public Infrastructure to be constructed in a good and workmanlike manner. Upon request, the City shall provide "tax-exempt" letters to Developer for use by all contractors, subcontractors, and suppliers installing Public Infrastructure within the Property. (d) Contract Letting. The Parties understand that construction of the Authorized Improvements to be funded through Assessments are legally exempt from competitive bidding requirements pursuant to the Texas Local Government Code. The Parties acknowledge that, as of the Effective Date, the construction contracts for the construction of Authorized Improvements have not been awarded and contract prices have not yet been determined. Before entering into any construction contract for the construction of all or any part of the Authorized Improvements, Developer's engineers shall prepare, or cause the preparation of, and submit to the City all contract specifications and necessary related documents, including the contract proposal showing the negotiated total contract price and scope of work. (e) Ownership. All of the Authorized Improvements and Public Infrastructure shall be owned by the City upon acceptance of them by the City. Developer agrees to take any action reasonably required by the City to transfer, convey, or otherwise dedicate or ensure the dedication of land, right-of-way, or easements for the Authorized Improvements and Public Infrastructure to the City and the public. The Parties understand that PID Bond Proceeds and/or the proceeds from PID Assessments will be used to reimburse Developer for PID Projects Cost related to the PID Projects and, in the event PID Bond Proceeds and/or proceeds from PID Assessments are not available at the time that all or a portion of the PID Projects are substantially complete and the City is ready to accept said PID Projects or portion thereof, PID Bond Proceeds and/or proceeds ANACAPRI DEVELOPMENT AGREEMENT PAGE 17 from PID Assessments, once available, will be used to reimburse Developer for said PID Projects Cost following acceptance by the City. 6.3 Operation and Maintenance. (a) Upon inspection, approval, and acceptance of the Authorized Improvements or any portion thereof, the City shall maintain and operate the accepted Public Infrastructure and provide retail water and sewer service to the Property. (b)Upon fmal inspection, approval, and acceptance of the roadway Authorized Improvements required under this Agreement or any portion thereof, the City shall maintain and operate the public roadways and drainage improvements. (c) The HOA shall maintain and operate any open spaces, nature trails, amenity centers, common areas, landscaping, screening walls, Development signage, and any other common improvements or appurtenances within the Property that are not maintained or operated by the City. 6.4 Water Facilities. (a) Developer's General Obligations. Developer is responsible for design, installation, and construction of all water improvements necessary to serve the Property. The design of water improvements shall be approved by the City promptly and in advance of the construction of same. Subject to the City's obligations under Section 8.14, Developer shall be responsible for the acquisition of any easements and other properly acquisitions necessary for water facilities for all development upon and within the Development and the Property. All costs of obtaining such easements may be included in the applicable Authorized Improvement Costs as permitted by statute to be reimbursed to the Developer through the PID. (b)Timing of General Obligations. Except as otherwise provided herein, Developer shall complete all water facility improvements necessary to serve each phase of the Development prior to or substantially concurrent with the recordation of the final plat covering such phase. 6.5 Wastewater/Sanitary Sewer Facilities. (a)Except as otherwise provided herein including subsection (b) below, Developer is responsible for the design, installation, and construction of all wastewater/sanitary sewer improvements necessary to serve the Property. The design of all wastewater/sanitary sewer improvements shall be approved by the City in advance of the construction of same. Subject to the City's obligations under Section 8.14, Developer shall be responsible for the acquisition of any easements and other property acquisitions necessary for wastewater/sewer facilities for all Development. All costs of obtaining such easements may be included in the applicable Authorized Improvement Costs as permitted by statute to be reimbursed to the Developer through the PID. (b)The City and Developer acknowledge that the City is currently in the design phase for the sewer extension to the Property (the "Sewer System Extension"). The City agrees to allow Developer to complete the design of and to construct such Sewer System Extension, subject to the City's obligation to provide necessary easements as set forth in Section 8.14. Upon full ANACAPRI DEVELOPMENT AGREEMENT PAGE 18 execution of this Agreement, the City shall provide to Developer such engineering and design plans as have been completed. Developer shall, at its own expense, complete or cause the completion of the engineering and design of the Sewer System Extension, which design shall be presented to the City for review and approval. Developer shall be responsible for the funding of the construction of the Sewer System Extension, subject to the waiver of sewer Impact Fees set forth herein and to Section 9.2(b). Public bidding procedures shall not be required for the construction of the Sewer System Extension, and any tree mitigation fees or charges shall be waived by the City. (c) The City and Developer agree and acknowledge that while existing wastewater taps and/or stub -outs are present at or near the Property, it has not been determined whether such existing taps are sufficient to provide wastewater treatment services to Phase 1 of the Development. Should the existing taps and/or stub -outs prove to be insufficient to provide wastewater treatment service to Phase 1 of the Development, Developer may, at its own option, design, acquire, and/or construct such offsite wastewater service facilities as are necessary to guarantee that the City can timely provide wastewater treatment services to Phase 1. Any such design, acquisition, or construction shall be at the City's cost and expense, or shall otherwise be reimbursed to Developer through such funds as have not been dedicated to Developer and the Development elsewhere in this Agreement. 6.6 Water and Wastewater Services. (a) The City represents and confirms that it currently has and shall continue to have the capacity to provide to the Property with continuous and adequate retail water and wastewater/sanitary sewer service at times and in amounts sufficient to meet the service demands of the Development and the Property as the Property is developed. (b) Upon acceptance by the City of the water and wastewater facilities described herein, the City shall operate or cause to be operated said water and wastewater facilities serving the Development and the Property and use them to provide service to all customers within the Development at the same rates as similar projects located within the City and the Property and as otherwise required by State law as the holder of the certificate of convenience and necessity covering the Property. Upon acceptance by the City, the City shall at all times maintain said water and wastewater facilities, or cause the same to be maintained, in good condition and working order in compliance with all applicable laws and ordinances and all applicable regulations, rules, policies, standards, and orders of any governmental entity with jurisdiction over same. (c) To the extent that wastewater treatment service is required within the Property prior to the completion of the wastewater improvements contemplated herein, including the Sewer System Extension, the City agrees (i) to provide, at Developer's expense, or (ii) to allow Developer to provide, "pump and haul" service within the Property, including to the Laguna, and all related improvements and amenities, if and in the manner allowed under applicable law, including applicable regulations of the Texas Commission on Environmental Quality, or to make such other arrangements as are compatible with applicable law and regulations in order to adequately provide and address necessary wastewater treatment services until the completion of the wastewater service improvements. The City shall not withhold plat or plan approvals or refuse to issue building ANACAPRI DEVELOPMENT AGREEMENT PAGE 19 permits due to the timeliness of the Sewer System Extension, so long as Developer or City has made arrangements for pump and haul or similar services to transport wastes. 6.7 Roadway Facilities and Related Improvements. (a) Developer's Obligations. Subject to the terms of reimbursement herein and save the terms of subsection (e), Developer is responsible for the design, installation, and construction of all roadway facilities required to serve the Property. The design of all roadway improvements shall be reviewed by City in accordance with City Regulations. (b)Timing of Developer's Obligations. Prior to the recordation of any final plat for the applicable phase of the Development, Developer shall complete, in a good and workmanlike manner, construction of all roadway facilities and related improvements necessary to serve such phase in accordance with construction plans approved by the City in accordance with City Regulations. Thereafter, the roads shall be conveyed to the City for ownership and maintenance. (c)Drainage Infrastructure. Subject to the terms of reimbursement herein, Developer shall have full responsibility for designing, installing, and constructing the drainage infrastructure that will serve the Property. 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 improvements necessary to serve such phase. Upon inspection and approval in accordance with City Regulations, City shall maintain and operate the drainage and roadway improvements for the Property. (d)Ferguson Parkway. (1) Developer shall be responsible for the design, engineering, and construction of only the eastern two (2) lanes of Ferguson Parkway from the southern boundary of the Property to the right of way of Rosamond Parkway, as shown in Exhibit F, except that Developer shall not be responsible for the design, engineering, or construction of the western one- half of Ferguson Parkway abutting the School Site discussed in Section 9.2(d). The City agrees that Ferguson Parkway may be platted in phases as the properties adjacent to the Ferguson Parkway right of way are platted. The Parties agree and acknowledge that the ability of the Developer to construct Ferguson Parkway is dependent upon the acquisition of easements addressed in Section 6.7 d 2 below. (2) Upon the execution of this Agreement, the Developer and the City shall commence acquisition of the right of way necessary for Ferguson Parkway and shall diligently and expeditiously pursue such right of way acquisition to completion as follows. If necessary, the City agrees to use its powers of eminent domain to acquire the necessary easements and rights of way for Ferguson Parkway in accordance with Section 8.14, but any costs related to the use of eminent domain shall be at the City's sole cost and expense. The City acknowledges that time is of the essence in the acquisition of the right of way necessary for Ferguson Parkway, and to such affect, the City agrees that executed right of way documents for all or any portion of Ferguson Parkway have not been acquired within sixty (60) days of the execution of this Agreement, the City shall use its best efforts to (i) at the next regular City Council meeting, authorize commencement of eminent domain proceedings; (ii) send "initial offers" contemplated under Chapter 21, Texas ANACAPRI DEVELOPMENT AGREEMENT PAGE 20 Property Code, within thirty (30) days of same; (iii) send "final offers" contemplated under Chapter 21, Texas Property Code, within forty-five (45) days of same; and (iv) upon expiration of the time required by Chapter 21, Texas Property Code, file a petition for condemnation in the proper court and pursue such proceedings to finalization. (e)Rosamond Parkway. The City shall have the responsibility for the design, engineering, and construction of the portion of Rosamond Parkway from US-75 to the existing termination at Anna High School. It is understood and acknowledged that the City intends to allow another third -party developer to construct such portion of Rosamond Parkway. The Parties agree and acknowledge that time is of the essence in the completion of Rosamond Parkway, and the City shall ensure that the construction is complete within twelve (12) months of the effective date of this Agreement. To the extent the City allows a third -party developer to construct Rosamond Parkway, the City will take all steps necessary to guarantee its timely completion, including, but not limited to, negotiating contract terms that allow the City or Developer step-in rights when contractual milestones are not met or contract delays occur that would cause completion of Rosamond Parkway to move beyond twelve (12) months from the execution of this Agreement. In the event contractual milestones are not met, or delays occur in the construction of Rosamond Parkway that would cause its completion to exceed the timeframes set forth herein, the City agrees, at Developer's option, to either (i) complete the timely construction of Rosamond Parkway, at the City's expense, or (ii) allow Developer to complete the construction of Rosamond Parkway at the City's expense. The City shall secure or dedicate funding for Rosamond Parkway within one (1) month of the execution of this Agreement and shall provide Developer with a copy of all contracts and schedules, whether entered into by the City or a third -party developer, pertaining to the construction of Rosamond Parkway so that Developer may assess the timeliness of the project. SECTION 7 PAYMENT AND REIMBURSEMENT OF AUTHORIZED IMPROVEMENTS 7.1 PID Projects. (a)Improvement Account of the Project Fund. The IAPF and the Developer Improvement Account shall be administered and controlled by the City, or the trustee bank for the PID Bonds, and funds in the IAPF and the Developer Improvement Account shall be deposited and disbursed in accordance with the terms of the Indenture. (b)Timin of f Expenditures and Reimbursements. The Parties intend that Developer will finance and undertake construction of the PID Projects in accordance with this Agreement, the SAP, or otherwise in conjunction with the construction of the applicable phases of the Development prior to seeking reimbursement from the Indenture Accounts. Although the terms by which Developer will be entitled to reimbursement from the IAPF and release of funds from the Developer Improvement Account shall be detailed in one or more PID Reimbursement Agreement(s), Developer will generally be entitled to the maximum available funds within the Indenture Accounts up to the PID Projects Cost, plus interest (interest can be paid out as long as there are sufficient PID Projects Costs), following the City's acceptance of the PID Projects. ANACAPRI DEVELOPMENT AGREEMENT PAGE 21 (c)Cost Overrun. Should the PID Projects Cost exceed the maximum PID Bond Proceeds deposited in the IAPF ("Cost Overrun"), Developer shall be solely responsible to fund such part of the Cost Overrun, subject to the cost-underrun in subsection (d) below. (d)Cost Underrun. Upon the award of a contract by the Developer of an Authorized Improvement and payment of all outstanding invoices for such Authorized Improvement, and only if the cost set forth in such contract is less than the Budgeted Costs (a "Cost Underrun"), any remaining funds in the IAPF will be available to pay Cost Overruns on any other Authorized Improvement as such become due. The City shall promptly confirm to the Trustee that such remaining amounts are available to pay such Cost Overruns, and the City, with input from Developer, will decide how to use such moneys to secure the payment and performance of the work for other Authorized Improvements, if available (e) Infrastructure Oversizing. This subsection only applies to Oversized Public Infrastructure that is not a Capital Improvement shown in the City's CIP. The Developer shall not be required to construct or fund any Public Infrastructure so that it is oversized to provide a benefit to land outside the Property ("Oversized Public Infrastructure") unless, by the commencement of construction, the City has made arrangements to finance from sources other than PID Bond Proceeds, or Assessments, or TIRZ increment the City's portion of the costs of construction attributable to the oversizing requested by the City (the "Oversized Costs"). Developer shall not be required to construct any Oversized Public Infrastructure if such oversizing would lengthen or otherwise interfere with Developer's development schedule or result in additional costs to the Developer. In the event Developer constructs or causes the construction of any Oversized Public Infrastructure on behalf of the City, it is understood that the City shall be solely responsible for all the Oversized Costs of the Oversized Public Infrastructure costs and that neither the PID nor the TIRZ shall not be utilized for financing the costs of Oversized Public Infrastructure. Costs. (f) Reimbursement of PID Projects Cost. The City and Developer shall, prior to or substantially contemporaneous with the initial levy of assessments on a phase(s) of the Property, enter into a PID Reimbursement Agreement (or similar agreement) to provide for reimbursement to Developer for PID Projects Cost for such phase(s) from the PID Bond Proceeds issued for such phase(s) or Assessments levied on such phase(s). Failure to enter into a PID Reimbursement Agreement does not absolve the City of payment or of reimbursement of PID Project Costs if authorized Improvements have been conveyed to the City. 7.2 City Participation. (a) Impact Fees and Park Fees. For the duration of this Agreement, Impact Fees and park fees shall be assessed at the following rates: Water: $4,510 / lot Sewer: $4,079 / lot Roadway: $2,715 / lot $1,683.30 / multifamily unit Park Development: $1,500 / lot $2,000 / multifamily unit ANACAPRI DEVELOPMENT AGREEMENT PAGE 22 (b)Impact Fee Credits and Reimbursements. The City acknowledges that Developer is providing certain Capital Improvements to the City at the cost of Developer. For any Capital Improvements undertaken by Developer shown in the City's CIP, including water, wastewater (including, specifically, the Sewer System Extension, if constructed by Developer), roadway, and drainage improvements, Developer shall be entitled to full -dollar, like -kind Impact Fee Credits (e.g., water improvement costs may only be offset by water Impact Fees and not by wastewater Impact Fees or roadway Impact Fees) for any Capital Improvements made or constructed by Developer, or caused to be constructed by Developer, and conveyed to the City, pursuant to Chapter 395, Texas Local Government Code. Specifically included in the dollar -for dollar Impact Fee Credits shall be the costs of engineering, design, and construction borne by the Developer in the construction of any portion of Ferguson Parkway not lying adjacent to the Property. Further, to the extent permitted under Section 395.023, Texas Local Government Code, Developer shall be entitled to full -dollar Impact Fee Credits for any offsite, major, or thoroughfare roadways made or constructed by Developer, or caused to be constructed by Developer, including the roadways set forth on Exhibit J. All Impact Fee Credits throughout the development shall be cumulative and comprehensive, such that if there are insufficient lots/ Impact Fees in a particular phase of the development to fully reimburse Developer for all its costs related to Capital Improvements for such phase, City shall apply the earned Impact Fee Credits to lots/Impact Fees assessed on other phases. The City shall collect Impact Fees from the builders at the time of issuance of building permits and reimburse the Developer all Impact Fee Credits owed under this Agreement upon request, no more than once per month but no less than once per quarter. The City shall not reduce or refuse to remit the Impact Fee Credits contemplated herein. Notwithstanding the foregoing or any other provisions of this Agreement, Developer shall not be entitled to any Impact Fee credits for any construction or funding of improvements not included in the City's CIP, but Oversized Public Infrastructure that the City requires Developer to fund or construct will be funded as provided for under Section 7.1(e) of this Agreement. (c)Park Dedication Fees. The Parties hereby agree and acknowledge that the Development is planned -to include a variety of open spaces, parks, and recreational opportunities. In exchange for (i) the dedication of the School as contemplated in Section 8.3, and for retaining the linear open space for public open space purposes in the northern section of the Property as shown on the approved Concept Plan (which said open space shall be dedicated to the City upon request by the City), the Developer may be deemed to have fulfilled all or a portion of its obligations the City may have, now or in the future, in relation to park land dedications or park land dedication fees. In order to be entitled to such credits Developer must submit documentation reasonably acceptable to the City detailing any such dedications and associated costs to the City to determine the extent to which Developer is entitled to be deemed to have fulfilled its obligations as described above. (d)Park Development Fees. The Developer shall receive dollar -for -dollar waivers of any park development fees required by the City for all improvement projects undertaken in the parks or open spaces of the Development, including, without limitation, enhanced trails, golf cart paths, garbage cans, playground or fitness equipment, benches, shade structures, trees, landscaping, irrigation, signage, water fountains, and any and other all improvements. In order to be entitled to such credits Developer must submit documentation reasonably acceptable to the City detailing any such improvements, dedications and associated costs to the City to determine the extent to which Developer is entitled to be deemed to have fulfilled its obligations as described ANACAPRI DEVELOPMENT AGREEMENT PAGE 23 above. To be eligible for park development fee credits, the enhanced trails and golf cart paths must be tied to the Linear Park and along Ferguson, Hackberry, and Mantua Road. Additionally, Developer may only receive credit for trail pavement width that is in excess of 5' along the major roadways identified above. Improvements within pocket parks (being common area lots to be owned and maintained by the HOA)_and water fountains/features within private drainage & detention areas are not eligible for park development fee credits. 7.3 Payee Information. With respect to any and every type of payment/remittance due to be paid at any time by the City to Developer after the Effective Date under this Agreement, the name and delivery address of the payee for such payment shall be: AnaCapri Laguna Azure„ LLC 2101 Cedar Springs Road, Suite 700 Dallas, Texas 75201 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 or through an assignment of Developer's rights hereunder. SECTION 8 ADDITIONAL OBLIGATIONS AND AGREEMENTS 8.1 Private Improvements. (a) Developer, at Developer's cost, will design, construct, maintain, and operate, or will cause the design, construction, maintenance, and operation of all Private Improvement, including without limitation the Laguna, Entertainment Commercial Building, and entertainment district as conceptually set forth in Exhibit G to contain all components set forth in Exhibit G-1. The Laguna shall be constructed within the time period set forth in Section 3.3(2) using such type of financing as Developer fmds appropriate in its own discretion. The Laguna shall be designed and constructed by Cloward H2O (a company with an office located at 2696 North University Avenue, Suite 290, Provo, Utah 84604) or a company of at least equal competence and experience in design of Laguna -type improvements, and the cost to the Developer for design and construction of the Laguna shall be a minimum of $25,000,000, including the Restaurant, entertainment district, and all associated appurtenances and including hard and soft costs. Notwithstanding any provision of this Agreement, if the Laguna is not completed and in lawful operation within the time period set forth in Section 3.3(b), the City may suspend any and all TIRZ funding to Developer under this Agreement until the Laguna is lawfully open and operating and Developer forfeits any TIRZ funding that would otherwise have become due to be paid before the Laguna is lawfully open and operating. No public funds shall be utilized in the construction of the Laguna. The Laguna shall be considered a private improvement, and Developer shall have no obligation to dedicate the Laguna to the City. Developer shall have no obligation to remit any fees charged or profits generated from the Laguna to the City or any other entity except that Developer shall quarterly remit the following: (1) an amount representing $0.50 from each entry fee collected from the public for entry into the Laguna, remitted to the Anna Economic Development Corporation; and (2) an amount representing $0.50 from each entry fee collected from the public for entry into the Laguna, remitted to the Anna Community Development Corporation. As used in this section, "entry fee" ANACAPRI DEVELOPMENT AGREEMENT PAGE 24 shall mean the fee charged to gain access to the Laguna area, but shall not include any. fees for other activities, items, or events, and shall be reflected as an "entry fee" on the purchaser's receipt. This surcharge on the entry fee shall not interfere with the Developer's or other operator's ability to increase, decrease, or waive entry fees. HOA members and their permitted guests will not be subject to the surcharge on entry fees. The City hereby agrees that alcoholic beverages may be sold and consumed within the Laguna, the Restaurant, and bowling alley, provided proper permits have been received from the Texas Alcoholic Beverage Commission or other entity or agency having authority. (b) Developer agrees to construct adequate parking facilities at the Laguna site. Such Laguna parking facilities shall be deemed "adequate" if they are in substantial compliance with the standards set forth in Exhibit H; provided, however, if the City reasonably concludes that parking for use of the Laguna substantially overflows into adjacent neighborhoods and/or overflows into multifamily parking, the City and Developer shall cooperate to obtain a parking study, and the Developer shall construct such additional parking as is required by such study. During the construction of the Laguna parking facilities, the City agrees to allow temporary parking on adjacent tracts owned or controlled by Developer. In no event shall such temporary parking exceed twenty-four (24) months from the date the Laguna becomes open to the public. 8.2 Continued Performance. In this Section 8.2. the term "Expected Closures" will include seasonal closures of the Laguna; closures for inclement weather; closures mandated by governmental entity, including shut -downs ordered by federal, state, or local authorities, including courts of competent jurisdiction; closures due to breakage or as are reasonably necessary for repairs to the Laguna; prolonged closures due to lack of available parts for repair of Laguna; and shutdowns reasonably enacted by the operator of the Laguna ("Operator") to mitigate the spread of pandemic/epidemic. The term "Normal OperatingPeriod" will be regular operating months of the Laguna, established by Operator. (a) In the event of a closure, excluding Expected Closures, of the Laguna expected to last 2 or more days during the Normal Operating Period, Operator shall notify City, and shall include in such notification the expected date of re -opening. A notice on the entrance of the Laguna and/or website or social media shall be considered a notice to the City. (b)In the event of a closure, excluding Expected Closures, of the Laguna expected to last 7 or more days during the Normal Operating Period, Operator's notice to City shall include documentation of the reason for the closure. (c)In the event of a closure, excluding Expected Closures, of the Laguna that lasts for 30 consecutive days or more during the Normal Operating Period for which the Operator cannot provide documentation justifying the closure, the Developer shall not be entitled to receive any amounts from the TIRZ Fund for the corresponding year. (d)In the event of a closure, excluding Expected Closures, of the Laguna that lasts for an entire Normal Operating Period for which closure the Operator cannot provide documentation justifying the closure, the TIRZ payments due to Developer corresponding only to the commercial components of the Property shall be suspended. The Laguna must be open for a. minimum of three (3) consecutive weeks during the Normal Operating Period to avoid trigger of ANACAPRI DEVELOPMENT AGREEMENT PAGE 25 this provision. Upon re -opening of the Laguna, the TIRZ payments associated with the commercial portions of the Property shall resume. Commercial TIRZ payments for the time the Laguna was closed shall be forfeited by the Developer. 8.3 School Site. Upon creation of the PID, Developer shall convey the School Site to AISD or to the City in accordance with this Agreement. Such conveyance may require that should construction of a school within the School Site not commence within seven (7) years from such conveyance, the School Site shall revert to the City in fee simple. 8.4 Golf Carts. (a) The City hereby authorizes the operation of Golf Carts on all roadways within the Development that have a posted speed limit of not more than 35 miles per hour, pursuant to Section 551.404, Texas Transportation Code, as amended. (b) Developer acknowledges that Golf Carts are subject to certain restrictions pursuant to the Texas Transportation Code, and that City law enforcement officials and other law enforcement officials having authority may enforce such restrictions, including without limitation the requirement that Golf Carts must have a license plate issued by the Texas Department of Motor Vehicles, as set forth in Section 551.402(c), Texas Transportation Code. 8.5 Conflicts. When not in conflict with the terms and conditions of this Agreement, the development of the Property shall be subject to all applicable City Regulations, including but not limited to the City's subdivision regulations and engineering design standards. In the event of 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. In the event of a conflict between the Concept Plan and the Development Standards, the Concept Plan shall control to the extent of the conflict. 8.6 Permitting. The City agrees that upon substantial completion of the paving, water improvements, and wastewater improvements for a given phase of the development, it shall release ten percent (10%) of the building permits for such phase. Status of landscaping, screening, and franchise utilities within that phase shall not affect Developer's ability to receive ten percent (10%) of the permits for such phase so long as paving, water, and wastewater improvements are substantially complete, as illustrated by completion of all work except "punch -list" items. 8.7 Marketing. (a) Developer shall have the right to place a sales trailer upon the Properly complete with asphalt drive and parking in the location shown on Exhibit I-1 upon or after the Effective Date of this Agreement and may keep the sales trailer in place for up to twenty four (24) months from the date of the installation of the trailer. No site plan or further approval of the City shall be required for the placement of the trailer, routing of utilities, or granting of an E-911 address; provided, however, Developer shall be required to obtain a construction trailer permit with applicable fee and submit to all required inspections. Notwithstanding the foregoing, any such trailer must be removed from the Property upon issuance of a Certificate of Occupancy for the first model home. ANACAPRI DEVELOPMENT AGREEMENT PAGE 26 (b)Upon or after the Effective Date, Developer shall have the right to install onsite signs sized up to' 16' by 20' of the general type shown on Exhibit I-2, which signs may remain for three (3) years from date of placement. The signs shall be of the type shown in and placed in the locations shown on Exhibit I-1. A flagpole of up to 150' shall also be permitted for the duration of the development of the Property. 8.8 Phasing. The Parties acknowledge that the Property may be developed in phases, and the preliminary plats to be submitted to the City for approval may likewise be phased. If deemed necessary, Developer may submit a replat or amending plat for all or any portions of the Property in accordance with applicable law. Any replat or amending plat shall be in conformance with applicable City Regulations and subject to City approval. 8.9 Public Infrastructure, Generally. Except as otherwise expressly provided for in this Agreement, Developer shall provide all Public Infrastructure necessary to serve the Property, including streets, utilities, drainage, sidewalks, trails, street lighting, street signage, and all other required improvements, at no cost to the City except as expressly provided in this Agreement, and as approved by the City's engineer or his or her agent. Developer shall cause the installation of the Public Infrastructure within all applicable time frames in accordance with the City Regulations unless otherwise established in this Agreement. 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 with a City representative has been held regarding the proposed construction and the City has issued a written notice to proceed. No final plat may be recorded in the Real Property Records of Collin County until construction of all Public Infrastructure shown thereon shall have been constructed, and thereafter inspected, approved, and accepted by the City. 8.1 OInspections, Acceptance of Public Infrastructure, and Developer's Remedy. (a) Inspections, Generally. The City shall have the right to inspect, at any time and at its own cost, the construction of all Public Infrastructure necessary to support the Development, including water, wastewater/sanitary sewer, drainage, roads, streets, alleys, park facilities, electrical, and street lights and signs. The City's inspections and/or approvals shall not release Developer from its responsibility to construct, or cause 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 withholds building permits to any portion of the Development until Developer has met its obligations to provide for required Public Infrastructure necessary to serve such portion according to the approved engineering plans and City Regulations and until such Public Infrastructure has been dedicated to and accepted by the City, except as expressly set forth in this Agreement. Acceptance by the City shall not be unreasonably withheld, conditioned, or delayed. (b)Ownership. From and after the inspection and acceptance by the City of the Public Infrastructure and any other dedications required under this Agreement, which acceptance ANACAPRI DEVELOPMENT AGREEMENT PAGE 27 shall not be unreasonably withheld, conditioned, or delayed, such improvements and dedications shall be owned by the City. (c)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 applicable City Regulations and Permitted Exceptions shall not constitute or be deemed to be a release of the responsibility and liability of Developer, his engineer, employees, officers, or agents for the accuracy and competency of their design and specifications. Further, any such approvals shall not be deemed to be an assumption of such responsibility and liability by the City for any defect in the design and specifications prepared by 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. 8.11Insurance. 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 aiiiount 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-1" 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. 8.12INDEMNIFICATION and HOLD HARMLESS. DEVELOPER, INCLUDING ITS RESPECTIVE SUCCESSORS AND ASSIGNS, HEREBY COVENANT AND AGREE TO RELEASE, DEFEND, HOLD HARMLESS, AND INDEMNIFY THE CITY AND ITS OFFICIALS, OFFICERS, AGENTS, REPRESENTATIVES, SERVANTS AND EMPLOYEES (COLLECTIVELY, THE "RELEASED PARTIES"), FROM AND AGAINST ALL THIRD - PARTY CLAIMS, SUITS, JUDGMENTS, DAMAGES, AND DEMANDS AGAINST THE CITY OR ANY OF THE RELEASED PARTIES, INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEY'S FEES, RELATED EXPENSES, EXPERT WITNESS FEES, CONSULTANT FEES, AND OTHER COSTS ACTUALLY INCURRED ("TOGETHER, "CLAIMS"), ARISING OUT OF THE NEGLIGENCE OR OTHER WRONGFUL CONDUCT OF DEVELOPER, INCLUDING THE NEGLIGENCE OF ITS RESPECTIVE EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, MATERIALMEN, AND/OR AGENTS, IN CONNECTION WITH THE DESIGN OR CONSTRUCTION OF ANY PUBLIC INFRASTRUCTURE, STRUCTURES, OR OTHER FACILITIES OR IMPROVEMENTS ANACAPRI DEVELOPMENT AGREEMENT PAGE 28 THAT ARE REQUIRED OR PERMITTED UNDER THIS AGREEMENT AND/OR CITY REGULATIONS AND/OR ANY APPLICABLE DEVELOPMENT STANDARDS AND/OR ANY OTHER GOVERNING REGULATIONS. DEVELOPER SHALL NOT, HOWEVER, BE REQUIRED TO INDEMNIFY THE CITY AGAINST CLAIMS CAUSED BY THE CITY'S NEGLIGENCE, WHETHER SOLE, CONTRIBUTORY, OR COMPARATIVE. IF THE CITY INCURS CLAIMS THAT ARE CAUSED BY THE CONCURRENT NEGLIGENCE OF DEVELOPER AND THE CITY, DEVELOPER'S INDEMNITY OBLIGATION WILL BE LIMITED TO A FRACTION OF THE TOTAL CLAIMS EQUIVALENT TO DEVELOPER'S OWN PERCENTAGE OF RESPONSIBILITY. 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 CURRENTLY 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 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. DEVELOPER, INCLUDING ITS RESPECTIVE SUCCESSORS AND ASSIGNS, FURTHER COVENANTS AND AGREES TO RELEASE, DEFEND, HOLD HARMLESS, AND INDEMNIFY, THE RELEASED PARTIES AGAINST ANY AND ALL CLAIMS BY ANY PERSON CLAIMING THAT ANY PROVISION OR STATEMENT IN THIS AGREEMENT CONFERS OR POTENTIALLY CONFERS ANY BENEFIT OR THING OF VALUE TO OWNER THAT IS INVALID, ILLEGAL, UNLAWFUL OR THAT THE CITY IS NOT LEGALLY PERMITTED TO CONFER TO OWNER UNDER THIS AGREEMENT. 8.13 Status of Parties. At no time shall the City have any control over or, charge of Developer's design, construction or installation of any of the Public Infrastructure, 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 or employment relationship between the City and Developer. 8.14Eminent Domain. (a) With the exception of the acquisition of easements and rights of way necessary to construct the Sewer System Extension to the northern tract of the Property, as set forth in subsection (b) below, Developer agrees to use commercially 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 -parry rights -of -way, consents, or easements within thirty (30) 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 within one hundred twenty (120) days of receipt of written notice of Developer's request for City to do same. Developer shall be responsible for funding all reasonable and necessary legal proceeding/litigation costs, attorney's fees and related expenses, and appraiser and expert witness fees (collectively, "Eminent Domain Fees") actually incurred by the City in the exercise of its eminent domain powers that for any reason are not funded by the PID Bond Proceeds and shall escrow with a mutually agreed upon escrow agent the City's reasonably estimated Eminent Domain Fees both in ANACAPRI DEVELOPMENT AGREEMENT PAGE 29 advance of the initiation of each eminent domain proceeding and as funds are needed by the City. Provided that the escrow fund remains appropriately funded in accordance with this Agreement, the City will use all reasonable efforts to expedite such condemnation procedures so that the Public Infrastructure can be constructed as soon as reasonably practicable. If the City's Eminent Domain Fees exceed the amount of funds escrowed in accordance with this paragraph, 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 section is intended to constitute a delegation of the police powers or governmental authority of the City, and the City reserves the right, at all times, to control its proceedings in eminent domain. (b)Notwithstanding anything in subsection (a) to the contrary, the City agrees to take all necessary steps to secure the easements and rights of way necessary to bring the Sewer System Extension to the northern tract of the Property, including the use of the City's power of eminent domain (subject to City Council authorization after a finding of public necessity), at the City's own costs. The City shall commence such actions as are necessary to acquire such easements and rights of way immediately upon full execution of this Agreement and shall diligently pursue the acquisition of such easements and rights of way to completion. 8.15 Vested Rights. This Agreement shall constitute a "permit" (as defined in Chapters 212 and 245, Texas Local Government Code) that is deemed filed with the City on the Effective Date. 8.16 Determination of Rough Proportionality. Assuming no defaults under this agreement, Developer hereby agrees and acknowledges, without waiving claims related solely to exactions not contemplated by this agreement, that: (a) any Public Infrastructure that it conveys to the City or acquires for the City pursuant to this Agreement is roughly proportional to the benefit received by the owner for such Public Infrastructure, and Developer hereby waives any claim therefor that it may have; and (b) all prerequisites to such determination of rough proportionality have been met, and any value received by the City relative to said conveyance is related both in nature and extent to the impact of the development of the property on the City's infrastructure. 8.17 Anti -Boycott Verification. The Developer hereby verifies that it and its parent company, wholly- or majority -owned subsidiaries, and other affiliates, if any, do not boycott Israel and, to the extent this Agreement is a contract for goods or services, will not boycott Israel during the term of this Agreement. The foregoing verification is made solely to comply with Section 2271.002, Texas Government Code, and to the extent such Section does not contravene applicable State or Federal law. As used in the foregoing verification, "boycott Israel" means refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations specifically with Israel, or with a person or entity doing business in Israel or in an Israeli -controlled territory, but does not include an action made for ordinary business purposes. The Underwriter understands "affiliate" to mean an entity that controls, is controlled by, or is under common control with the Underwriter and exists to make a profit. ANACAPRI DEVELOPMENT AGREEMENT PAGE 30 8.18 Iran, Sudan and Foreign Terrorist Organizations. The Underwriter represents that neither it' nor any of its parent company, wholly- or majority -owned subsidiaries, and other affiliates is a company identified on a list prepared and maintained by the Texas Comptroller of Public Accounts under Section 2252.153 or Section 2270.0201, Texas Government Code, and posted on any of the following pages of such officer's internet website: https:Hcomptroller.texas.gov/purchasing/docs/sudan-list.pdf, https:Hcomptroller.texas.gov/purchasing/docs/iran-list.pdf, or https:Hcomptroller.texas.gov/purchasing/does/fto-list.pdf. The foregoing representation is made solely to comply with Section 2252.152, Texas Government Code, and to the extent such Section does not contravene applicable State or Federal law and excludes the Underwriter and its parent company, wholly- or majority -owned subsidiaries, and other affiliates, if any, that the United States government has affirmatively declared to be excluded from its federal sanctions regime relating to Sudan or Iran or any federal sanctions regime relating to a foreign terrorist organization. The Underwriter understands "affiliate" to mean any entity that controls, is controlled by, or is under common control with the Underwriter and exists to make a profit. 8.19 Form 1295. Submitted herewith is a completed Form 1295 in connection with the Underwriter's participation in the execution of this Agreement generated by the Texas Ethics Commission's (the "TEC") electronic filing application in accordance with the provisions of Section 2252.908 of the Texas Government Code and the rules promulgated by the TEC (the "Form 1295"). The City hereby confirms receipt of the Form 1295 from the Underwriter, and the City agrees to acknowledge such form with the TEC through its electronic filing application not later than the 30th day after the receipt of such form. The Underwriter and the City understand and agree that, with the exception of information identifying the City and the contract identification number, neither the City nor its consultants are responsible for the information contained in the Form 1295; that the information contained in the Form 1295 has been provided solely by the Underwriter; and, neither the City nor its consultants have verified such information. SECTION 9 EVENTS OF DEFAULT; REMEDIES 9.1 Events of Default. No Party shall be in default under this Agreement until notice of the alleged failure of such Party to perform has been given in writing (which notice shall set forth in reasonable detail the nature of the alleged failure) and until such Party has been given a reasonable time to cure the alleged failure (such reasonable time to be determined based on the nature of the alleged failure, but in no event more than thirty (30) days (or any longer time period to the extent expressly stated in this Agreement as relates to a specific failure to perform) after written notice of the alleged failure has been given. Notwithstanding the foregoing, no Party shall be in default under this Agreement if, within the applicable cure period, the Party to whom the notice was given begins performance and thereafter diligently and continuously pursues performance until the alleged failure has been cured. Notwithstanding the foregoing, however, a Party shall be in default of its obligation to make any payment required under this Agreement if such payment is not made within twenty (20) business days after it is due. The failure of the City ANACAPRI DEVELOPMENT AGREEMENT PAGE 31 to timely construct, or caused the construction of, Rosamond Parkway shall be considered a default under this Agreement. 9.2 Remedies. As compensation for the other party's default, an aggrieved Party is limited to seeking specific performance of the other party's obligations under this Agreement. However, the Parties agree that Developer will not be required to specifically perform under this Agreement in the event that Developer satisfies all of its obligations under Section 4.1 and the City does not issue PID Bonds within one year of the Effective Date. 9.3 Performance Window; Election to Terminate. In the event that Developer satisfies all of its obligations under its control pursuant to Section 4.1 and the City nevertheless does not issue PID Bonds within one year of the date on which Developer delivered its request for such PID Bond issue under Section 4.1, then (i) neither Party shall be required to otherwise perform under this Agreement; and (ii) this Agreement will terminate. Notwithstanding the foregoing, Developer shall take all actions required under the City Regulations and this Agreement necessary to: (a) obtain approval of a final plat for Phase 1 of the Development and commence construction thereof within 180 days after the closing of the PID Bonds; and (b) record a final plat of Phase 1 of the Development in the Real Property Records of Collin County not later than 36 months following the issuance of the first series of PID Bonds. As it pertains to this Agreement, "commence construction" includes initial grading or other site preparation with the City's approval and as necessary for further development. Notwithstanding any provision of this Agreement, if any of Developer's obligations set forth in this Agreement are not timely satisfied in accordance with this Agreement, the City may elect to terminate this Agreement by providing Developer with written notice of such failure(s). If the City provides such written notice, Developer shall have 120 days from the date that the City delivers said written notice in which to cure such failure(s), plus an additional time period equal to any delay caused by the failure(s), if any, of the City to timely issue any approvals required under this Agreement or the City Regulations or meet its obligations under this Agreement. If Developer fails to timely cure such failure(s), then the City shall be excused from its obligations under this Agreement, including but not limited to any obligation to: (a) levy any Assessments not already levied on the Property, and (b) issue any PID Bonds not already issued. SECTION 10 ASSIGNMENT; ENCUMBRANCE 10.1 Assignment. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto. The obligations, requirements, or covenants to develop the Property subject to this Agreement shall be freely assignable, in whole or in part, to any affiliate or related entity of Developer, or any lien holder on the Property, without the prior written consent of the City, subject to the notice requirements set forth in Section 10.4. Except as otherwise provided in this paragraph, the obligations, requirements or covenants to the development of the Property shall not be assigned, in whole or in part, by Developer to a non -affiliate or non -related entity of Developer without the prior written consent of the City Manager, which consent shall not be unreasonably withheld or delayed if the assignee demonstrates financial ability to perform. 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 ANACAPRI DEVELOPMENT AGREEMENT PAGE 32 interests being assigned. No assignment by Developer shall release Developer from any liability 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. Any receivables due under this Agreement, any construction funding agreement, or any PID Reimbursement Agreement may be assigned by Developer without the consent of, but upon written notice to, the City, pursuant to the terms hereof. 10.2Assignees as Parties. An assignee authorized in accordance with this Agreement and for which notice of assignment has been provided in accordance herewith shall be considered a "Party" for the purposes of this Agreement. With the exception of. (a) the City, (b) an End User, (c) a purchaser of a Fully Developed and Improved Lot, any person or entity upon becoming an owner of land within the PID or upon obtaining an ownership interest in any part of the Property shall be deemed to be a "Developer" and have all of the rights and obligations of Developer as set forth in this Agreement and all related documents to the extent of said ownership or ownership interest. 10.3 Third Party Beneficiaries. Except as otherwise provided herein, this Agreement inures to the benefit of, and may only be enforced by, the Parties. No other person or entity shall have any right, title, or interest under this Agreement or otherwise be deemed to be a third -party beneficiary of this Agreement. 10ANotice of Assignment. Subject to Section 12.1 of this Agreement, the following requirements shall apply in the event that Developer sells, assigns, transfers, or otherwise conveys the Property or any part thereof and/or any of its rights or benefits under this Agreement: (i) Developer must provide written notice to the City to the extent required under Section 12.1 at least fifteen (15) business days in advance of any such sale, assignment, transfer, or other conveyance; (ii) said notice must describe the extent to which any rights or benefits under this Agreement will be sold, assigned, transferred, or otherwise conveyed; (iii) said notice must state the name, mailing address, telephone contact information, and, if known, email address, of the person(s) that will acquire any rights or benefits as a result of any such sale, assignment, transfer or other conveyance; and (iv) said notice must be signed by a duly authorized person representing Developer and a duly authorized representative of the person that will acquire any rights or benefits as a result of the sale, assignment, transfer or other conveyance. SECTION 11 RECORDATION AND ESTOPPEL CERTIFICATES 11.1 Binding _Obligations. This Agreement and all amendments hereto and assignments hereof shall be recorded in the Real Property records of Collin County. This Agreement binds and constitutes a covenant running with the Property and, upon the Effective Date, is binding upon Developer and the City, and forms a part of any other requirements for development within the Property. This Agreement, when recorded, shall be binding upon the Parties and their successors and assigns as permitted by this Agreement and upon the Property. ANACAPRI DEVELOPMENT AGREEMENT PAGE 33 11.2 Estoppel Certificates. From time to time, upon written request of Developer or any future owner, the City Manager, or his/her designee will, in his/her official capacity and to his/her reasonable knowledge and belief, execute a written estoppel certificate identifying any obligations of an owner under this Agreement that are in default or making an affirmative statement that Developer is not in default under this Agreement. SECTION 12 GENERAL PROVISIONS 12.1 PD Zoning. The City Council has previously approved the PD Zoning of the Development by Ordinance 887-2020 on December 8, 2020. The Property shall be developed in accordance with the Development Standards, including, without limitation, the PD Zoning. 12.2 Term. Except with respect to Impact Fee credits that do not terminate, the term of this Agreement shall be forty (40) years after the Effective Date unless extended by mutual agreement of the Parties. Upon expiration of the Term, the City shall have no obligations under this Agreement with the exception of maintaining and operating the PID in accordance with the SAP and the Indenture. 12.3 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. 12.4 Notices. Any notice, submittal, payment or instrument required or permitted by this Agreement to be given or delivered to any party shall be deemed to have been received when delivered personally or upon the expiration of 72 hours following deposit of the same in any United States Post Office, registered or certified mail, postage prepaid, addressed as follows: To the City: City of Anna, Texas 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 Developer: AnaCapri Laguna Azure, LLC 2101 Cedar Springs Road., Suite 700 Dallas, Texas 75201 ANACAPRI DEVELOPMENT AGREEMENT PAGE 34 With a copy to: Winstead PC Attn: Ross Martin 2728 N. Harwood Street, Suite 500 Dallas, Texas 75201 Any parry may change its address or addresses for delivery of notice by delivering written notice of such change of address to the other parry. 12.5 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 Parry, regardless of which Party originally drafted the provision. 12.6 Time. In this Agreement, time is of the essence and compliance with the times for performance herein is required. 12.7 Authority and Enforceability. The City represents and warrants that this Agreement has been approved by official action by the City Council of the City in accordance with all applicable public notice requirements (including, but not limited to, notices required by the Texas Open Meetings Act) and that the individual executing this Agreement on behalf of the City has been duly authorized to do so. Developer represents and warrants that this Agreement has been approved by appropriate action of Developer, and that each individual executing this Agreement on behalf of Developer has been duly authorized to do so. Each Parry respectively acknowledges and agrees that this Agreement is binding upon such Parry and is enforceable against such Party, in accordance with its terms and conditions. 12.8 Limited Waiver of Immunity. The Parties are entering into this Agreement in reliance upon its enforceability. Consequently, the City unconditionally and irrevocably waives all claims of sovereign and governmental immunity they may have (including, but not limited to, immunity from suit) to the extent, but only to the extent, that a waiver is necessary to enforce specific performance of this Agreement (including all of the remedies provided under this Agreement) and to give full effect to the intent of the Parties under this Agreement. Notwithstanding the foregoing, the waiver contained herein shall not waive any immunities that the City may have with respect to claims of injury to persons or property, which claims shall be subject to all of their respective immunities and to the provisions of the Texas Tort Claims Act. Further, the waiver of immunity herein is not enforceable by any parry not a Parry to this Agreement or any party that may be construed to be a third party beneficiary to this Agreement. 12.9 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 ANACAPRI DEVELOPMENT AGREEMENT PAGE 35 the Parties; and (c) the remainder of this Agreement shall remain in full force and effect and shall be interpreted to give effect to the intent of the Parties. 12.10 Applicable Law; Venue. This Agreement is entered into pursuant to, and is to be construed and enforced in accordance with, the laws of the State of Texas, and all obligations of the Parties are performable in Collin County. Exclusive venue for any action related to, arising out of, or brought in connection with this Agreement shall be in the Collin County District Court. 12.11 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 Parry shall have the right at any time thereafter to insist upon strict performance of any and all provisions of this Agreement. No provision of this Agreement may be waived except by writing signed by the Party waiving such provision. Any waiver shall be limited to the specific purposes for which it is given. No waiver by any Party of any term or condition of this Agreement shall be deemed or construed to be a waiver of any other term or condition or subsequent waiver of the same term or condition. 12.12 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and constitute one and the same instrument. 12.13 Force Majeure. Each Party shall use good faith, due diligence and reasonable care in the performance of its respective obligations under this Agreement, and time shall be of the essence in such performance; however, in the event a Party is unable, due to force majeure, to perform its obligations under this Agreement, then the obligations affected by the force majeure shall be temporarily suspended. Within three (3) 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 performance at the earliest possible time. The term "force majeure" shall include events or circumstances that are not within the reasonable control of the Party whose performance is suspended and that could not have been avoided by such Party with the good faith exercise of good faith, due diligence and reasonable care. A Party that has claimed the right to temporarily suspend its performance shall provide written reports to the other Parry at least once every week detailing: (i) the extent to which the force majeure event or circumstance continue to prevent the Party's performance; (ii) all of the measures being employed to regain the ability to perform; and (iii) the projected date upon which the Party will be able to resume performance, which projected date the Parties agree and acknowledge is only an estimate and not a binding commitment by the Party claiming force majeure. 12.14 Complete Agreement. This Agreement and the agreements attached hereto as Exhibit DA-1, DA-2, DA-3, and DA-4 embody the entire Agreement between the Parties as relates to the subject matter in this Agreement and cannot be varied or terminated except as set forth in this Agreement, or by written agreement of the City and Developer expressly amending the terms of this Agreement. By entering into this Agreement, the Parties understand and agree that any previous agreements or understanding between the parties are null and void. ANACAPRI DEVELOPMENT AGREEMENT PAGE 36 12.15 Consideration. This Agreement is executed by the Parties hereto without coercion or duress and for substantial consideration, the sufficiency of which is hereby acknowledged. 12.16 Exhibits. The following exhibits are attached to this Agreement and are incorporated herein for all purposes: Exhibit A Description of the Property Exhibit B Concept Plan Exhibit C Phases and Amenity Timetables Exhibit D Authorized Improvements with Budgeted Costs by Phase Exhibit DA-1 Development Agreement Exhibit DA-2 Development Agreement Exhibit DA-3 Development Agreement Exhibit DA-4 Development Agreement Exhibit E Home Buyer Disclosure Program Exhibit F Ferguson Parkway Improvements Exhibit G Laguna Conceptual Depiction Exhibit G-1 Laguna Components and Timing Exhibit H Laguna Parking Standards Exhibit I Sales and Sign Trailer Locations Exhibit I2 General Sign Example Exhibit J Roadways Eligible for Impact Fee Credits Exhibit K PID Financial Summary [SIGNATURES PAGES AND EXHIBITS FOLLOW; REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] ANACAPRI DEVELOPMENT AGREEMENT PAGE 37 EXECUTED BY THE PARTIES TO BE EFFECTIVE ON THE EFFECTIVE DATE: CITY OF ANNA, T By: X'4e) Name: Nate Pike Title: Mayor Date: Cr t�a.AAA /� , c90 f APPROVED AS TO FORM Name: Clark McCoy Title: City Attorney Date: STATE OF TEXAS COUNTY OF COLLIN This instrument was acknowledged before me on this L#ky of , 2021, by Nate Pike, Mayor of the City of Anna, Texas, on behalf of said City. 'PxeyA: CARRIE L. LAND My Notary ID # 11419404 ary4'2023 F"Notary Public in and for the State of Texas [SEAL] DEVELOPER: AnaCapri Laguna Azure, LLC, a Wyoming limited liability company By: Al Revocable T st, its memb Armin Afz r'tWe of the Al Revocable Trust STATE OF TEXAS § Q� COUNTY OF� §§ This instrument was acknowledged before me, on the Iv day of �"�';; 2021, by Armin Afzalipour, Trustee of the Al Revocable Trust in its capacity as member of AnaCapri Laguna Azure, LLC, a Wyoming limited liability company, on behalf of said company, who, upon his sworn oath, declared that he is authorized to bind said -company. ANGELLA DEGUAIR Nota I�l , rl' Public State of Texas ID # 129927748 Notary lcIn an ate of Texas Comm. Expires 08/20/ 2022 [SEAL] BEING A TRACT OF LAND SITUATED IN THE S.E. ROBERTS SURVEY, ABSTRACT NUMBER 786, AND THE E.W. WITT SURVEY, ABSTRACT NUMBER 997, COLLIN COUNTY, TEXAS, AND BEING ALL THOSE TRACTS OF LAND TO JY & KC LLC, (A LIMITED LIABILITY COMPANY) RECORDED IN INSTRUMENT NUMBER 20170608000746940 AND YOUNG KIM AND TIM MUELLER RECORDED IN INSTRUMENT NUMBER 20170608000747130 OF THE PUBLIC RECORDS, OF COLLIN COUNTY, TEXAS BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGINNING ATTHE NORTHEAST CORNER OF SAID TRACT OF LAND TO YOUNG KIM AND TIM MUELLER AND THE INTERSECTION OF COUNTY ROAD 371 (A PAVED TRAVELED RIGHT-OF-WAY NO RECORD FOUND) AND COUNTY ROAD 369 (A DIRT ROAD NO RECORD FOUND); THENCE S 01° 29' 28" W, 3,020.79 FEET; THENCE N 88° 29' 00" W, 1,211.97 FEET; THENCE N 88' 24' 04" W, 595.03 FEET; THENCE N 00' 22' 19" W, 762.13 FEET; THENCE S 88° 20' S9" W, 967.26 FEET; THENCE N 00° 46' 25" W, 1,103.04 FEET; THENCE N 01' 17' 03" W, 1,185.56 FEET; THENCE S 89' 17' 12" E, 1,496.78 FEET; THENCE S 88' 41' 41" E, 591.09 FEET; THENCE S 88° 38' 16" E, 810.84 FEETTO THE POINTOF BEGINNING AND CONTAINING 7,817,617 SQUARE FEET OR 179.468 ACRES 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 - Page 1 BEING A TRACT OF LAND SITUATED IN THE MARTIN MOORE SURVEY, ABSTRACT NUMBER 649, COLLIN COUNTY, BEING ALL OF THATTRACT OF LAND TO KAYASA HOLDINGS, LLC, RECORDED IN INSTRUMENT NUMBER 20190807000946750 OF THE PUBLIC RECORDS, OF COLLIN COUNTY, TEXAS BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGINNING AT THE SOUTHEAST CORNER OF SAID TRACT TO KAYASA HOLDINGS, LLC, AND THE SOUTHWEST CORNER OF A TRACT OF LAND TO ANNA HIGH SCHOOL ADDITION VOLUME 2011, PAGE 176 OF THE PUBLIC RECORDS, OF COLLIN COUNTY, TEXAS; THENCE S 87° 37' 19" W, 305.11 FEET; THENCE N 00° 42' 02" E, 349.90 FEET; THENCE N 89° 16' 32" W, 299.87 FEET, THENCE S 00° 43' 07" W, 365.55 FEET; THENCE S 87' 53' 01" W, 680.29 FEET; THENCE N 01' 16' 12" E, 1,825.73 FEET; THENCE S 89° 11' 16" E, 1,266.20 FEET; THENCE S 00° 42' 28" W A DISTANCE OF 1757.83 FEET TO THE POINT OF BEGINNING AND CONTAINING 2,177,993 SQUARE FEET OR 50.000 ACRES 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 - Page 2 BEING A TRACT OF LAND SITUATED IN THE F.T. DUFFAU SURVEY, ABSTRACT NUMBER 288, COLLIN COUNTY, BEING ALL OF THAT TRACT OF LAND TO OAKWOOD VILLAGE APARTMENTS, INC., RECORDED IN INSTRUMENT NUMBER 20171201001594200 OF THE PUBLIC RECORDS, OF COLLIN COUNTY, TEXAS BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGINNING AT THE NORTHEAST CORNER OF SAID TRACT TO OAKWOOD VILLAGE APARTMENTS, INC., AND THE NORTHWEST CORNER OF A TRACT OF LAND TO JOSE FACUNDO & JOSEFINA 0. FACUNDO VOLUME 4625, PAGE 759 OF THE PUBLIC RECORDS, OF COLLIN COUNTY, TEXAS; THENCE S 00° 31' 02" W, 245.38 FEET; THENCE S 00' 27' S1" E, 1,574.05 FEET; THENCE S 00' 24' 40" W, 868.25 FEET; THENCE N 89° 08' S4" W, 988.59 FEET; THENCE N 88° 50' 11" W, 851.70 FEET; THENCE N 00° 33' 18" E, 2,640.14 FEET; THENCE S 88° 27' S3" E, 34.21 FEET; THENCE S 01' 16' 12" W, 36.09 FEET; THENCE N 87° 53' 00" E, 813.02 FEET; THENCE S 890 28' 03" E, 336.61 FEET; THENCE N 87° 39' 22" E, 628.19 feet to the POINT OF BEGINNING AND CONTAINING 4,837,814 SQUARE FEET OR 111.061 ACRES 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 ofthe-boundary of the political subdivision for which it was prepared." Exhibit A - Page 3 MATCH LINE PAGE 3 ................ ...... .............................................. . ...... �:; .. MATCH LINE PAGE 3 .................................. ......... ... JIL MATCH LINE PAGE 2 MATCH LINE PAGE 2 % I Jr—MM q.' VICNI�LMAP SITE INFORMATION m DR. I —USE Sl�F�YWMI[LY 4 —,of WTMEk-• ---------- ------- ---- ; SINGLE-FAMILY L SF-Z SF-50 •t wx LOT DE— 1. Dq, 11-0—TS, $37 OFLOTS: LUI 12 6! TRACT Oil is ;. 's 24 BUILDING INFDRMTION 12 , j ........ Is -------- --- J: 114� -T-T :- __ , V 5 TOTAL# UNITS: 600 2 9 1. IK. 3STONE5- -1. mK 4— . ..... 's 1 �_MULTI-FAMILY PARKING: —R.: 1. % I—E I —Es t_4 II LEGEND -STREET -- ------ 4- -------STREET. J Z tYD • ;•i is �01B 'Lo) k: 21• ' 12 fib Z_d ; m O) _ F! lu 1 ---------- • ? J 4, --- EXHIBIT B J-V PRDJECTNO. MEG22 J�BkMEGQS*[IQNlN=0NCEPTPLM .RA-1 MRB RMEIVEDDY D" DATE NOVEWER4.2M MTE REVISIONS "T NORTH OWNERS DMmoDVtU.AGE "YAsA HoLoww me �AR INCB4 OVERLOOK PL —" KIL RYE. NY 105lis—Is RYE.NY1 & — 2 MHOKI. Y0IJNGSTNWE U OVERLOO--ER PL RYE. W 10880.1 5 DEVELOPER 27010EWSP INGSROAD sun m �K .TK?sml CONTACT: ZACH IFOUR PLANNER ENGINEER PELOTON sun co. TEAS )50.b I.O.E: DAVID KALHOCFER CONCEPT PLAN FOR .0LMF.M ------- LINEMATCH LINE PAGE 4 ................ .. .. ....... .7.................................A....................... ........... 4 ............ t ....................... ........................................... MATCH LINE PAGE 3 • MATCH LINE PAGE 3 BLOCK 02 I'D C-1 I L0 T 2 t 21.3 AC, A (I'D C. 1) i 16.5 AG. .• ',���nTA �\:. ^� xercoazwxrea 1 A F9 L VICLNITLMAP Rif ^p SITE INFORMATION oi Til -------------- - ------ ---- w"G. PMSF�l LN,O WE Sl— —Y & MULWAM[LY JL14 ---- ----- STRE --------- ...... SF-Z---- — ----- ----------________ SINGLE-FAMILY SF -SD j 1� WN.WTWDMmLO — N. U.T.El- 2 2 rs .1 TO—NUMBERDF LOTS: MULTI-FAMILY TRACT 3 1:1 4: BUILDING INFDRMATI ON• A t4 '3 12 6 IfI I I tD —7 TOTAL N UNITS: SM -- co -------- --- -STREET H ------- U., Z. '3 1 m 1 7' 1 iW! PARKING: -4- U.1 7 RWOR'. 13 Ix 0 112, E_ 1 1 7— - , LEGE -------- s EETT-- TI NO ';mj u---- ----- SLREETI ------ ----- m, ------ ......... r wl - It �k 4 MEL T. {'' \. \ .at --_ ,I.I., ,{, .i'nJ_— _ _—� } % 2A • 1. 3 EXHIBIT B MATCH LINE MATCH LINE PAGE 3 . PAGE3_ . ................. ............. . ..... ............................ . .................. . ....... .yr. ... as ........... a .............. --MATCH LINE PAGE 2 MATCH LINE PAGE 2 -- ------- ------ PRCJECTNO. MEO20002 OWNERS DEVELOPER PLANNER ENGINEER CONCEPT LAN FOR FILE PATHMM J'MEM—N—ONCEPT PLAN 201� —0 —.E .LOIN.LLC DRAWN By MRS APAR-E— C 840VE LMKPL ftLCM�l MOVERLOOKPL RYE, NY 10— MEGATEL HOMESREVIEWED BY DAK 17 RYENY — 1101 PELOTION 2701 gap JY&K.U.0 KIM YOUNG & TIM MUE—R DATE .-EMBER4.— NORTH CEDAR SPRINGS ROAD I LA N. .DLYTIe DATE RWI— 27NAMMERSTAVE N OVERLOOK PL W. 79228-)m1 RVE, NY 10580a345 FRISCO.TE—T-0 CONTA—HIPOUR 1.0. NTACT. DAVID KAUKOEFER i MATCH LINE PAGE 5 tI MATCH LINE PAGE 5 ..{.....'1•....1......jr....j....Z{..:f.. ......�:.............. .......1 Y. 1 . 7...................i4...... .......................... 1.................u.............. ........u.uuu..ouoo................y....y..i..:.................................................................... 4.............. �. MATCH LINE PAGE MATCH LINE PAGE 4 i itl • " I; 'w'• i i i •f i ,., oi._, 1 _ TY I VICINITY MAP - - _._______..._____ __............_. ................ ... .. _. :fh....,r%:i:arcc_.>.-tA:H.:±:_..�..:: • �. r� _.. SITE INFORMATION ----------.................. • .. 20)ffi!G: POSFdBGFtArt :-• ' , ___... _.. _ - ____ ___ _ r A : E JJ r , T•n 7 t i , ):: - ..• _ I IANUUSE SDIGIEFAN3Yd NIATIFAMBY .� � i • , ni +, _ LOTMFA: 11.358.]SIBSd FT.1361.111 ALRE9 - '• 1••' • , 1 _ I SINGLE-FAMILY SF-Z SFSD �; --•..-..� p/ ff _ _ ,.C't ,I_ ".n •I _ LOT WM>NL. LLDDTT WDEIDPMT� • 1140�' wMWR.LDTVDAEOPTmM TAx01Lm311 TOROFLOTS. a,vT� i.-�.r' - t MULTI -FAMILY TRACT BUILDING INFORMATION TOTAL gUNl75:BOD �d•' f •- -'�' � ;� :� ,. - BUSDiNG141GM: BUSDp1GKEA�M'S ; ^ I Pi_r (•IC () .. ._.. i L,)T ' I PARKING: Sn ) ' I Reaw+w: 12m wwmE¢ 1L0 SPACES - -- • LEGEND - - ,. gqy r ____ , _. - .amp n ___._ i { ! \\ __. ,•; r.... 1 ; ir .. 1. BLOCK C.K U 1 EXHIBIT B - L:� _MATCH LINE PAGE 4 ' / MATCH LINE PAGE 4 ................. .....f.. ........... ...........1.........L........................................................................... MATCH LINE PAGE 3 MATCH LINE PAGE 3 PROJECTNO. MEGM= FlLEPATM PLAN DRAWN BY MRB REVIEWED BY DAK DATE NOVEMBER 4, 2DV DATE REVLSIONS {/J��7 I / I� NORTH w m cPwP,�3e41E OWNERS —ODJJOB\MEG2LMBZ:ENKOMNG\CONCEPi OD VILLAGE KAYABA HOLDINGS LLC APARTMENTB INC 34 OVERLOOK PL M OVERLOOK PL RYE. NY iB5B0350.5 RYE. NY/B5BD 5 XMHdKCLLC KMYOUNGd TMMUELLER 2—AERSTAVE 04 OVERLOOK PL DALLIS, TX i522iTB01 RYE. NY 1B580.t345 DEVELOPER MEGATEL HOMES 2701 CEDAR SPRINGS ROAD SUITETW OALIAS. TX ]5201 CONTACT: ZACH (POUR PLANNER I ENGINEER IPELOTON ...... 111100 FRISC0TREETR) SUITE 6B9 FRESCO, TEXAS T50.'LY PNONE CONTACT: DAMD KALHOEFER� CONCEPT PLAN FOR ANACAPRI� ...5.:' ...� ........................ •-"-•-• "" -" --• ••^+••"••• n.ar. wr .mn. .................... ... . ' I " ' ! I MATCH LINE --------------- STREET 12� �tn .................. .... rT ..... r .... ... . ... .. 4 ... ... ............ ............ MATCH LINE PAGE 5 MATCH LINE PAGE 5 H1 T" -F A2 1j. STREET 2 . .......... 770- ........ i -STREET ;4 T l 21 l 3. -'4 ----------. . . . . . . . . . ji--------- ----- S1 ---------------- J L J: 1. 13 Il 1 , !.;', 11 1 1 .., , 1 i. .IS Lu 12 STREET M2: ------ LU 1 13 1D z4 . a I rA !Z�T 12 _T.7 E - _?, 12 11 7 Nf 2 I �Sll I I I I - -1 ou __Jai -----STREET P2 4— -1 m 3 1 1 4 . .................. . ................ 13 ----- ------ STREET 01 - ---------- STREET U1 MULTI -FAMILY TRACT F12i IS BUILDING INFORMATION wII Is 444"[_ US L L j TOTAL # UNITS: BOD I IS I ------ ..... ... -1,_..._.A.,.- LL 4.. It IS -------- 7 --------------- HEISHT.. 3 1 -T ::7 ................... IS -is ............ .... ......... ....... TREET El -------- ------ ---- ------------- I U. —---------- PARKING:L S.—. I. -ES 4 LEGEND Lj w ! SITE INFORMATION r-- ------ ------ Jm& In ZONING: p_F__I ------ mj' __7 i 4 Ii LAND USE: SINGLE FAMILY A MULWAMILY UU 28 UOTARM' l4.8SI1J5lASQ.Fl.I.IIIAORES 21 V, STRE v SINGLE-FAMILY . ......... 2w -24 r. .T IOYALEROFLOTS .1 Z, EXHIBIT B . MATCH LINE PAGE 5 3: MATCH LINE 5 .*. ........... w ........... .................... ..... .... ..... ..... ......... ... !.t ...... ............................ ............................................ . ... ...... ............. ............................................. 11 7, MATCH LINE PAGE FILE PATN JAB\MEG2DDD21ENTZOSOJGICONCEPT PLAN DRAWN BY -5 REVIEWED BY DAK DATE OYEMBER 4,2SI8 DXlE REA/1.1- NORTH DMPgC SCALE OWNER DAKINO.1 11E KAYASA NOURNGS — APARTMENTSINC M OOK PIL MLOOKPL RYE I-- R1E.NYI.S .5 JY&KCULC KIM YOUNG& TIM MUELLER 2 HERSTAVE 84 OVERLOOK FIL DALLAS. TX T%TNI RYE, NY 108. DEVELOPER MEGNTEL HOMES 2701 CEDAR SPRINGS ROAD SUITE!7 D DA LLAS. . 75221 CONTACT: lACH IPOUR PLANNER I ENGINEER PELOTON L . T. 'R sco.TREET SURE4(Q FRiwo, 1HONNE"A" COMACT.. DAVID SAIJI.El. CONCEPT PLAN FOR SINGLE-FAMILY LEGEND SFZ SF -So EXHIBIT LGT 1. MULTWAMILY TRACT M-p 11 7 BUILDING INFOR-TION ___1 TI 4 P TOTNL It UNITS: 300 c"aa SITE INFORMATION FAVW�F . APPROX. LOCATION OF EXISTING FEMA .................................... 100-YEAR FLOODPLAIN ............ . . . ............................................. .............................. .. . ....... ---- ----- ----- - ---------------------- -------------- ...... .......... ...................................... ....... 4- 11 11 14 16 j .... . . ............ .................. m a 1. ITS . ............................ .... .............. ............ ....................... r-.-. 7 31 13 12 J, .... .. ..... r -STREET Kl ---------- T - II --- - ---------------------- ---- ---------- STREET Kl ---- ----------------------- 16 1 LM ------ `a'_ ------------ STREETS2 El: '-STREETJi___----- TI d STREETji- 7-1. ------------- __7 . . . . . . . ------- Im 2j 3 : L I fu It I � I F ! ...... . . ....... ....... - is -----STREET N ,, im:Ito �G`114 IS 3 L 1 4 4 I I i .71 'S. k- 12 '11- !Q! 4 1 14 _T_ 'STREET- ---------- 4' Jj ------ S -STREE -- --------------------j! 11 2 a 16 L-1 IT 11 ... ..... .... .. -STREET D2 - T.._--� _ .' ! j 1 =1 I N: 1� i ` Q _ _ __ _ _ _ _ 1 _ _ _i - - I STREET 11---- 43v tt xa 19,19 fJ 123It i----------- 12J j. 2 ------------------ - ;13 A2!_ r to to to ;go to to -STREET 02-- j� : 14 13 I --------------- STREET 12'----- MATCH LINE PAGE IT77 MATCH LINE PAGE 6 - L STREET ----- !,,MATCH LINE PAGE 5 LL -------- PROJECTNO. MEG p OWNERS D-NODD �E— w. Lc APARTMENTS ING U ME LG0KPL MOVMLOOKPL WE. NY 1-1� DEVELOPER MEGAMILHOMES PLANNER/ ENGINEER 1;91 PELOTON CONCEPTPLANFOR LNLCn.P2l RILEPATH JJOSIMEW�NTZONIONCEPTPI.AN DRAWN BY REVIEWED NORTH RYE,NYl—S N&KCLLC -YOUNG&TININUS-LER 27 BSMHERSTAVE St WE ILDGK PL DA_. T, 7�1.i RIE, NY 1—.S 27Dl CEDAR SPRINGS ROAD Sun 7" u 71 CO- — IPDUR RIX L.Vg�" mis D. ',469Q'� cONTA�. DAVID "LH— nogg DATE NM NSE?4,2U0 GATE REVISIONS EXHIBIT C Phases and Amenity Timetables PHASES AND AMENITY TIMETABLE Initial phase of development to include: • Ferguson Parkway (2 — eastern lanes) from southern property boundary to the Rosamond ROW. • Sanitary sewer trunk main from its existing location to the property boundary. • The Laguna and restaurant. • Approximately 400 single-family lots, per the Phasing Exhibit. • Approximately 300 multi -family lots adjacent to the Laguna. • The MF Collector, as indicated on the Roadway Exhibit. Subsequent single-family phases will be constructed as the market dictates, assuming an initial annual absorption of 250 single-family homes. i�YiiiYYiiiY�iir� : \IIIIIIIIIIIII_- _; � (IIIIIIIIIII� i _=' I= = IIIIIIII_—111111111= ' 1111111 �-- p ' ci 11111111� I ICIIIIIIII� — i 1111�' � = �IIIIIII� i �IIIIIIIII 11111111 �� — —f� � •� �� � �� � 4� � �� _I I1111111_1_J 111111111111 � ' • ��. IIIIIIIII�I ( i'`�IIIIIIII _-,'—IIIIIIIPj=1111111111111,_, �i���llllll =—' - _ Illlllllllllli'__ 111111_ '11111111111111= ' I = 111111�� I_ _�I LIIIIIIIIIIII ;_ j Ilion Off 11.4 His ill=! � __ _ • ' �:�:� r on r �I®®I PELOTON ANACAPRI PHASING EXHIBIT ®I--� �IIIIIIIIl11 !� a® IIIIIIIIIIIIIIIOE I�1� EXMIT D Authorized Improvements with Budgeted Costs by Phase ANACAPRI - ANNA PID SUMMARY BUDGET 12/22/2020 PHASE 1 - PID PHASE I -DIRECT AND MI IMPROVEMENTS MI ROADS M1 SANITARY SEWER PHASE I TOTALS PID DIRECT PID MI PID MI PID MI DIRECT PID PID MI MISCELLANEOUS COST- ENGINEERING, CONSULTING, CITY FEE 1,631,473 692,213 596,126 134,832 1,631,473 1,423,171 EXCAVATION AND EROSION CONTROL 569,890 0 339,464 28,876 569,890 368,339 WATER SYSTEMS 961,360 0 369,674 0 961,360 369,674 SANITARY SEWER 1,054,439 0 0 738,671 1,054,439 738,671 STORM SEWER 1,537,528 0 1,059,280 0 1,537,528 1,059,280 PAVING 1,599,046 985,469 1,708,704 0 1,599,046 2,694,173 SITE FENCING/RETAINING WALLS LANDSCAPE 57,938 1,123,300 10,005 0 57,938 1,133,305 DRY UTILITIES 90,000 0 12,600 0 90,000 12,600 TOTAL CONSTRUCTION COST 7,501,673 2,800,982 4,095,852 902,378 7,501,673 7,799,213 PHASE I - CONSTRUCTION COST 7,501,673 2,800,982 41095,852 902,378 FUTURE PHASES -CONSTRUCTION COST ALL PHASES - CONSTRUCTION COST 7,501,673 2,800,982 4,095,852 902,378 FUTURE PHASES (2A - 4) - PID FUTURE PHASES DIRECT AND MI IMPROVEMENTS MI ROADS MI SANITARY SEWER FUTURE PHASE TOTALS PID DIRECT PID MI PID MI PID MI PID DIRECT PID MI 1,886,937 1,007,092 642,420 55,219 1,886,937 1,704,730 1,081,574 0 319,939 6,130 1,081,574 326,069 2,370,970 0 458,822 0 2,370,970 458,822 2,293,617 0 0 309,663 2,293,617 309,663 3,938,924 0 872,926 0 3,938,924 872,926 4,457,187 2,209,444 1,787,145 0 4,457,187 3,996,589 132,126 3,051,675 9,570 0 132,126 3,061,245 99,000 0 72,000 0 9,000 P169 72,000 16,260,334 6,268,211 4,162,820 371,012 260}34 10,802,043 6,268,211 4,162,820 371,0 :1112 16,260,334 16,260,334 6,268,211 4,162,820 371,012 OVERALL PROJECT TOTALS PID DIRECT PID MI 3,518,410 3,127,901 1,651,464 694,408 3,332,330 828,495 3,348,057 1,048,334 5,476,451 1,932,206 6,056,233 6,690,762 190,063 41194,550 189,000 84,600 23,762,007 I8,607155 15,300,886 27,062,377 42,363,263 EDIT DA-1 Development Agreement DEVELOPMENT AGREEMENT This Development Agreement (this "Agreement") is entered effective as of December, 8, 2020 ("Effective Date") between and among the City of Anna, Texas, a Texas home -rule municipality ("City") and JY & KC, LLC,("Property Owner") as follows: RECITALS WHEREAS, the Property Owners are the sole owner of 95.444 acres of real property described in Exhibit 1 and depicted on Exhibit 2, (the "Property"); and, WHEREAS, the Property is presently under contract (the "Contract") to be sold by the Property Owner and purchased by Megatel Homes ("Developer"). WHEREAS, Property Owners have, at the request of Developer, applied to rezone the Property to allow for Planned Development -Multi -Use which will include the following zoning districts with modified development standards; C-1 Restricted Commercial (C-1), SF-60 Single -Family Residence District (SF-60) and, SF-Z Single -Family Residence District - Zero lot line homes (SF-Z); and, WHEREAS, the City's Planning & Zoning Commission and City Council have given the requisite notices by publication and otherwise and have scheduled public hearings with respect to the rezoning of the Property as required by law; and, WHEREAS, in the case of the Property being rezoned, the City and Property Owner desire to enter into a development agreement to establish development and design regulations to ensure that future development is appropriate for the area and fits in well with adjacent properties; and, WHEREAS, it is the Parties' mutual intent that this agreement shall govern only the subject matter specifically set forth herein and shall supersede provisions of Anna City Code of Ordinances and other regulations and adopted policies of the City (collectively, "City Regulations") only to the extent that any such City Regulations directly conflict with the terms of this development agreement; and, NOW, THEREFORE, in consideration of the above recitals and the mutual consideration as reflected in the covenants, duties and obligations contained herein, the sufficiency of which is hereby acknowledged, the Parties hereto agree as follows, effective as of the Effective Date: SECTION 1. RECITALS INCORPORATED. The recitals set forth above are incorporated herein as if set forth in full to further describe the Parties' intent under this development agreement and said recitals constitute representations by Property Owners, Developer, and the City. SECTION 2. DEVELOPMENT STANDARDS / BUILDING MATERIALS. With respect to all structures/development within the PD-MU Zoning District, Property Owner agrees to comply or to cause the builders to comply and any other successors or assigns to comply with all City Regulations and with the masonry material requirements and all other requirements of the Anna City Code of Ordinances, Article 9.04 Zoning Ordinance, Section 9.04.034 Supplementary District Regulations, Subsection (e) Architectural Design Standards and with the following standards (in the event of any conflict, the following listed standards shall govern). Nonresidential Buildings A. At least 80% of the exterior walls (excluding doors, door frames, windows, and window frames) shall use only stone, brick, and/or split face concrete masonry units in the construction of the exterior facade that are visible to the public. B. Other finishes and materials may be used at the sole discretion of the City Council if adopted as part of the site plan approval and if permitted by building and fire codes. C. At least 60% of exterior facades not visible to the public (excluding doors, door frames, windows, and window frames) are required to be brick or rock veneer. D. A maximum of 10% of any exposed exterior wall may consist of EIFS E. 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 & Zoning Commission. Multiple -Family Residence Buildings A. All multi -family buildings and structures shall have at least sixty percent (60%), for the first three stories of the total exterior walls above grade level, excluding doors and windows, and recessed balcony areas (should be allowed as plane break), constructed of masonry (brick/rock veneer) materials with no more than forty percent (40%) consisting of cementitious siding (Hardie products) or stucco materials. B. A maximum of 10% of any exposed exterior wall may consist of EIFS C. Roofing materials for buildings and structures must be architectural roof shingles, said shingles shall be accompanied with a minimum 25-year warranty. Under no circumstance shall three -tab shingles be used as roofing material. Single -Family Residence Buildings (SF-60 and SF-Z) A. Except as noted below, the exterior walls (excluding windows and doors) on the first -floor front elevation of any structure shall be 90 percent masonry and 80 percent on the second -floor front elevation. The total cumulative surface area of the remaining exterior walls (excluding windows and doors) shall be 80% masonry. B. A maximum of 10% of any exposed exterior wall may consist of EIFS. C. Second floor Dutch gable roof elements are not required to be masonry if set back at least 3 feet from the first -floor front elevation vertical plane. D. The masonry standards that apply to the front elevation of a structure as described in subsection (A) above shall also apply to any exterior walls on a structure that are: (i) adjacent to and face a public street or right-of-way; or (ii) visible from and located immediately adjacent to a public park, reserved open space or neighborhood common area, or an undeveloped flood hazard or drainage area that is also adjacent to a public street. E. Roofing materials of a structure may only consist of architectural asphalt shingles (including laminated dimensional shingles), clay and concrete tile, metal shingles, mineral -surfaced row roofing, slate and slate -type shingles, wood shingles, wood shakes or an equivalent or better product as compared with said materials. Should architectural shingles be used as roofing material, said shingles shall be accompanied with a minimum 25-year warranty. Under no circumstance shall three -tab shingles be used as roofing material. F. 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; V. Cast stone surround. vi. Eight -foot tall garage doors. G. All doors on the font facade of a residence shall be constructed of wood, iron, glass, and/or architectural fiberglass. SECTION 3. NOTICES. Any and all notices required to be given by either of the parties hereto must be in writing and will be deemed delivered upon personal service, if hand -delivered, or when mailed in the United States mail, certified, return receipt requested, addressed as follows: To City: City Manager City of Anna 111 North Powell Parkway PO Box 776 Anna, Texas 75409 To Property Owner(s): JY & KC, LLC 2708 Amherst Ave. Dallas, TX 75225 SECTION 4. MODIFICATIONS OR TERMINATION. This Agreement may only be modified and/or terminated as follows: (a) by mutual written agreement of Property Owner and City; and/or (b) unilaterally by City upon default of the Property Owner. Notwithstanding the foregoing or any other provision of this Agreement, this Agreement shall terminate and be null and void if the City does not approve the rezoning of the Property to be zoned as Planned Development -Multi -Use which includes the following zoning district with modified development standards; Restricted Commercial (C-1), Single Family Residence-60 (SF-60), and Single -Family Residence - Zero lot line homes (SF-Z), as set forth in Section 9.04 of the Anna City Code of Ordinances, ("Zoning Ordinance"). The parties acknowledge and agree that the rezoning of the Property is a legislative act and that this Agreement does not bind the City Council to approve any proposed rezoning of the Property. SECTION 5. CLOSING. The Contract provides that the closing and funding of the sale of the Property shall occur on May 17, 2021, unless otherwise amended by the parties to the Contract (the "Closing"). Notwithstanding anything to the contrary herein, upon Closing and funding of the sale of the Property, Developer or its successors or assigns shall fully assume all of Property Owner's rights and obligations under this Agreement and JY & KC, LLC., its successors and assigns, shall be fully and completely released from this Agreement for all purposes, without the necessity of additional notice from or action by any Party. Nothing in this Section 5 shall serve to release any subsequent owners of the Property from the terms, conditions, and obligations in this Agreement. If Closing does not occur and the Contract is terminated, the City agrees to reasonably cooperate with Property Owner to modify the terms and conditions of this Agreement to accommodate any subsequent purchaser(s) and/or alternative use(s) of the Property. SECTION 6. DEFAULT. If Property Owner, its heirs, successors or assigns or subsequent owners of the Property, fail to fully comply with all the terms and conditions included in this Agreement (the "Defaulting Owner"), City will have the following non-exclusive and cumulative remedies. A. Withholding of utilities or withholding or revocation of permits and other approvals required for development and use of the portion of the Property that is the subject of the default (but no other portions of the Property) including without limitation building permits and certificates of occupancy. B. The Defaulting Owner, or its heirs, successors or assigns, or subsequent owners of the Property (collectively, the "Defaulting Developer Parties") shall be liable to pay to the City the sum of $2,000 for each failure to fully comply with the development standards set forth in Section 3 of this Agreement. The Defaulting Developer Parties shall be liable to pay the City said $2,000 sum per day for each day that such failure to comply occurs. The sums of money to be paid for such failure(s) is not to be considered as a penalty, but shall be deemed, taken and treated as reasonable liquidated damages that accrue per day that such a failure shall exist or occur. The said amounts are fixed and agreed upon by the parties because of the impracticability and extreme difficulty of fixing and ascertaining the actual damages the City in such event would sustain; and said amounts are agreed to be the amounts of damages which the City would sustain. Notwithstanding the foregoing, none of the Defaulting Developer Parties shall be liable to pay the liquidated damages that accrue under this paragraph unless there is a breach of any material term or condition of this Agreement and such breach remains uncured after forty-five (45) calendar days following receipt of written notice from the City provided in accordance with this Agreement describing said breach in reasonable detail (or, if the cure of the breach has diligently and continuously been undertaken but reasonably requires more than forty-five (45) calendar days to cure, then such additional amount of time as is reasonably necessary to effect the cure, as determined by both Parties mutually and in good faith but in no event shall such additional period exceed 120 days unless agreed to in writing by the parties to this Agreement). In the event of a breach that is not timely cured in accordance with this paragraph, the sum of liquidated damages shall be calculated to include each and every day of the occurrence of the breach beginning on the date that the City first provided written notice of such breach under this paragraph and the City shall not be required to provide a subsequent written notices as to subsequent dates or times during which such breach is repeated or continues to occur. C. In the event of a default, the non -defaulting party will additionally have any and all remedies available to it at equity or in law. SECTION 7. BINDING ON SUCCESSORS, AGREEMENT RUNS WITH THE LAND. Except as otherwise provided for herein, this Agreement will be binding upon and inure to the benefit of the parties' respective successors, assigns and personal representatives. This Agreement will run with the land and be binding on all subsequent Property Owners. SECTION 8. INDEMNIFICATION AND HOLD HARMLESS. THE DEVELOPER, INCLUDING ITS SUCCESSORS AND ASSIGNS (THE "INDEMNIFYING PARTY"), HEREBY COVENANTS AND AGREES TO RELEASE, DEFEND, HOLD HARMLESS AND INDEMNIFY THE PROPERTY OWNERS AND 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 ATTORNEY'S FEES RELATED EXPENSES EXPERT WITNESS FEES CONSULTANT FEES AND OTHER COSTS ARISING OUT OF THE NEGLIGENCE OR OTHER WRONGFUL CONDUCT OF THE INDEMNIFYING PARTY, INCLUDING THE NEGLIGENCE OR OTHER WRONGFUL CONDUCT OF ANY OF ITS 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 INDEMNIFYING PARTY 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 INDEMNIFYING PARTY AND THE CITY, THE INDEMNIFYING PARTY'S INDEMNITY OBLIGATION WILL BE LIMITED TO A FRACTION OF THE TOTAL CLAIMS EQUIVALENT TO THE INDEMNIFYING PARTY'S OWN PERCENTAGE OF RESPONSIBILITY. THE INDEMNIFYING PARTY 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 AS OF THE DATE HEREOF WHO HAS NOT SIGNED THIS AGREEMENT IF SUCH CLAIMS RELATE IN ANY MANNER OR ARISE IN CONNECTION WITH: (1) THE CITY'S RELIANCE UPON ANY OF THE INDEMNIFYING PARTIES' 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 design, construction or installation of any of the improvements to the Property or related work or undertakings, nor the means, methods, techniques, sequences or procedures utilized for the design, construction or installation related to same. This Agreement does not create a joint enterprise or venture between the City and any of the Indemnified Parties. This Section 8 will survive the termination of this Agreement. SECTION 9. RECORDATION. The parties may record this document in the property records of Collin County on or after one (1) business day after Closing and funding of the Contract. SECTION 9. ENTIRE AGREEMENT. This Agreement is the entire agreement of the parties regarding the subject matter hereto. SECTION 10. RECITALS AND EXHIBITS. The recitals herein and exhibits attached hereto are hereby incorporated by reference. SECTION 11. AUTHORITY. Property Owner represents and warrants to the City that the Property Owner owns the Property that this Agreement is binding and enforceable on the Property. SECTION 12. INVALID PROVISIONS. If any provision of this Agreement is held not valid, such provision will be deemed to be excised there from and the invalidity thereof will not affect any of the other provisions contained herein. SECTION 13. EFFECTIVE DATE. This Agreement will be effective upon the Effective Date first stated herein. CITY OF ANNA M Jim Proce, City Manager IN WITNESS WHEREOF: STATE OF TEXAS COUNTY OF COLLIN Before me, the undersigned notary public, on the day of , 2020, appeared Jim Proce, known to me (or proved to me) to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same in his capacity as City Manager of the City of Anna, Texas. Notary Public, State of Texas JY & KC, LLC a Texas limited partnership, By: JY & KC, LLC, Managing Partner in Name, title IN WITNESS WHEREOF: STATE OF COUNTY OF Before me, the undersigned notary public, on the day of , 2020, appeared , known to me (or proved to me) to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he/she executed the same in his/her capacity as managing member of JY & KC, LLC in its capacity as managing partner of JY & KC, LLC, a Texas limited partnership. Notary Public, State of DA - Exhibit 1 BEING A TRACT OF LAND SITUATED IN THE S.E. ROBERTS SURVEY, ABSTRACT NUMBER 786, AND THE E.W. WITT SURVEY, ABSTRACT NUMBER 997, COLLIN COUNTY, TEXAS, AND BEING ALL THOSE TRACTS OF LAND TO JY & KC LLC, (A LIMITED LIABILITY COMPANY) RECORDED IN INSTRUMENT NUMBER 20170608000746940 AND YOUNG KIM AND TIM MUELLER RECORDED IN INSTRUMENT NUMBER 20170608000747130 OF THE PUBLIC RECORDS, OF COLLIN COUNTY, TEXAS BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGINNING AT THE NORTHEAST CORNER OF SAID TRACT OF LAND TO YOUNG KIM AND TIM MUELLER AND THE INTERSECTION OF COUNTY ROAD 371 (A PAVED TRAVELED RIGHT-OF-WAY NO RECORD FOUND) AND COUNTY ROAD 369 (A DIRT ROAD NO RECORD FOUND); THENCE S 01° 29' 28" W, 3,020.79 FEET; THENCE N 88° 29' 00" W, 1,211.97 FEET; THENCE N 88' 24' 04" W, 595.03 FEET; THENCE N 00' 22' 19" W, 762.13 FEET, THENCE S 88° 20' S9" W, 967.26 FEET; THENCE N 00° 46' 25" W, 1,103.04 FEET; THENCE N 01' 17' 03" W, 1,185.56 FEET; THENCE S 89' 17' 12" E, 1,496.78 FEET; THENCE S 88' 41' 41" E, 591.09 FEET; THENCE S 88° 38' 16" E, 810.84 FEET TO THE POINT OF BEGINNING AND CONTAINING 7,817,617 SQUARE FEET OR 179.468 ACRES MORE OR LESS. "This document was prepared under 22 TAC 663.21, does not reflect the results of anon 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." Page 1 of 3 DA - Exhibit 1 BEING A TRACT OF LAND SITUATED IN THE MARTIN MOORE SURVEY, ABSTRACT NUMBER 649, COLLIN COUNTY, BEING ALL OF THAT TRACT OF LAND TO KAYASA HOLDINGS, LLC, RECORDED IN INSTRUMENT NUMBER 20190807000946750 OF THE PUBLIC RECORDS, OF COLLIN COUNTY, TEXAS BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGINNING AT THE SOUTHEAST CORNER OF SAID TRACT TO KAYASA HOLDINGS, LLC, AND THE SOUTHWEST CORNER OF A TRACT OF LAND TO ANNA HIGH SCHOOL ADDITION VOLUME 2011, PAGE 176 OF THE PUBLIC RECORDS, OF COLLIN COUNTY, TEXAS; THENCE S 87' 37' 19" W, 305.11 FEET; THENCE N 00° 42' 02" E, 349.90 FEET; THENCE N 89' 16' 32" W, 299.87 FEET; THENCE S 00° 43' 07" W, 365.55 FEET; THENCE S 87° 53' 01" W, 680.29 FEET; THENCE N 01° 16' 12" E, 1,825.73 FEET; THENCE S 89' 11' 16" E, 1,266.20 FEET; THENCE S 00° 42' 28" W A DISTANCE OF 1757.83 FEET TO THE POINT OF BEGINNING AND CONTAINING 2,177,993 SQUARE FEET OR 50.000 ACRES 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." Page 2 of 3 DA - Exhibit 1 BEING A TRACT OF LAND SITUATED IN THE F.T. DUFFAU SURVEY, ABSTRACT NUMBER 288, COLLIN COUNTY, BEING ALL OF THAT TRACT OF LAND TO OAKWOOD VILLAGE APARTMENTS, INC., RECORDED IN INSTRUMENT NUMBER 20171201001594200 OF THE PUBLIC RECORDS, OF COLLIN COUNTY, TEXAS BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGINNING AT THE NORTHEAST CORNER OF SAID TRACT TO OAKWOOD VILLAGE APARTMENTS, INC., AND THE NORTHWEST CORNER OF A TRACT OF LAND TO JOSE FACUNDO & JOSEFINA 0. FACUNDO VOLUME 4625, PAGE 759 OF THE PUBLIC RECORDS, OF COLLIN COUNTY, TEXAS; THENCE S 00° 31' 02" W, 245.38 FEET; THENCE S 00° 27' S1" E, 1,574.05 FEET; THENCE S 00° 24' 40" W, 868.25 FEET; THENCE N 89° 08' S4" W, 988.59 FEET; THENCE N 88' 50' 11" W, 851.70 FEET; THENCE N 00° 33' 18" E, 2,640.14 FEET; THENCE S 88° 27' S3" E, 34.21 FEET; THENCE S 01' 16' 12" W, 36.09 FEET; THENCE N 87° 53' 00" E, 813.02 FEET; THENCE S 89* 28' 03" E, 336.61 FEET; THENCE N 87' 39' 22" E, 628.19 feet to the POINT OF BEGINNING AND CONTAINING 4,837,814 SQUARE FEET OR 111.061 ACRES 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." Page 3 of 3 I MATCH LINE PAGE 3 ` MATCH LINE PAGE 3 ..................... .................................................................... .. .... ........ .................. ............................................ MATCH LINE PAGE 2 MATCH LINE PAGE 2 �6 33 W. SHELDON e VICI�I%YAP 2� A lo 1 13 SITE INFORMATION 3 SINGLE FM I m 1 4 COLLMULTHFA LY.& m- It 13 27 l'A9,.?5Iss.`T-I.I1IACRES SINGLE-FAMILY —4-1 lr IS SF-Z SF-60 i MINADTWDTH: MI.. .1 WIDTH: 2,1 .I.A.T.— 1. MIN� LOT DE- LU TO-NUMBEROFLOTS: $08 —NUMBERGFLOTS: 65, PROPOSED IS 2� ANNAISD MULTI -FAMILY TRACT SCHOOL BUILDING INFORMATION SITE ......... ............ Lt.- ....... 12 L- ---: .... ........... --------------- ------- --------- -STREE r C - ----------- ....... .... - =:=-2 .......... 16 r 1� TOTAL # UNITS: 600 [-u 2 -- ---------- I5T.RIER 13 - R 3 PARKING: 1 19; i—ACER !JI 14 12 R.— -L-7 I. S.O. I '' , - I—ED: cL- . . . . . . . . . . LEGEND ------ 7---STREETA------------- ------- - ML-. NlY �u --- -------- ----- 70- --- ----- LDA-EXHIBIT2 PROJECTNO. MEG2=2 FILE PATH J�OBIME.-�NINGICONCEPTPUMN DRAWN BY MRS REVIEWED BY DAK DATE NOVEMBER4.2020 DATE REVISIONS V E23, =11 A-E-1- I�T LCOMMENTS D�V 2. ADDRESSING 3RD SUBMITTAL COMMENTS .2.1CONTACT: NORTH -E OWNERS OAKWtIODIVILLAGE KAYA HOLDINGS ULC APABWENTS IN 84 OVERLOOK PC 840VE LOOK PL RYE. NY 1=0�15 RYE, NY 105-34LS V&KCUC KIM YOUNG & TIM MUELLER 2708 HERSTAVE 84 OVERLOOK PL DALLAS. T� 7522&7001 RYE, NY IMBM345 DEVELOPER MEGATEL HOMES 27DI CEDAR SPRIN� ROAD SUITE 7N UUAS. TK 75201 CONTACr. ZACH IPOUR PLANNER I ENGINEER PELOTON RISCO STREET SIJIM4. FRISCO, TEXAS T-3 PHONE:46941�1- DAVID KALHDEFER CONCEPT PLAN FOR -nz MATCH LINE PAGE 4 MATCH LINE PAGE 4 ............................................. wz ...... WWALKING TRAIL ........... ... ..... ................. w ......... . .......................................................................... ,i MATCH LINE E 3 (TYP.) MATCH LINE PAGE 3 BLOCK n0 LOT 3 BLOOT CIP, uz (P21.3D AC.. L2 (PD 10'WALKING TRAIL G n yO UE L'6& Q2 LOT 1. VICINITY 1) C IP9 :1 5 SITE INFORMATION ZON P"u SINGLE FAM Y LAND USE K. =2\' .............. MLAWAM LY. & EKIA_ ... ........... ---------------- -- --------- -- ----- --------- ----------- 1 - 1, 1 .1.111 -ES LDTAREA� --------- -- ---------- I , __ EET N -------- - SINGLE-FAMILY -------- 2 SF-60 SF-Z 4 7 TOTAL NUMBER LOTS:IZ, L.l'T DIE= I' .. ,2 MIN _B `ER OF 51 U S NUMBER 551 .. '. .... MLILTI-FAMILYTRArT 3 BUILDING INFORMATION 6 42O. 41 12 13 r ISL. i V 14 TOTAL# UNITS: 600 cr tfi 15 11 1D ZINGHEIG,,: IS...— . ULDINGHEI ff. 4 W. 1 < 'L 9 w 7 HOLCOMBE L,Mls PARKING: 13 1 1 x i 1 uj .1 — .11 U) ------------ STREET --------------- f U) 12wSPAI. 31 R ------- ------ I PROVIDE: 'M -ES LEGEND LU ---------------- ...... ........... r 42 13 IS of ,, � ',1 1 11 i I , , . I . -1 4 -------- STREET T --- 3 "UM, 'e&�m 1 H IS 21 8 WALKING TRAIL 4 (Typ o WALL NRy 2S ------ �--4 NORTHFIELD A� S 7 0 10'WALI 2." ` 27 ;2 IS 4 DA EXHIBIT 2 MATCH LINE PAGE 3 MATCH LINE PAGE 3 .................. .................................................................. .................. .. .. .....MATCH LINE PAGE 2 ................................. MATCH LINE PAGE 2 26 PROJECT NO. E=K)02 OWNERS DEVELOPER PLANNER I ENGINEER CONCEPT PLAN FOR FILE PATH 3 OM MES1200021ENTZONING%CONCEPT PLAIN OAKWOODVILLAGE KAYASA HOLDINGS LLC ANACAP. DRAWN BY — MRS APARTMENTS INC 84 OVERLOOK PL 84 OVERLOOK Ft. RYE, NY IGES0 I �_�l PELOTON .2. REVIEWED BY OAK RYE, NY 1058�3,IE MEGATEL HOMES 2701 CEDAR SPRINGS ROAD PATE NOVEMBER4,W" NORTH JY&KCU-C KIM YOUNG &TIM MURLER SUITE 700 f 111100p MISC OSTINEET DATE REVISIONS 2?DBAMHERSTAVE 8,1 OVERLOOK PL SUITE NOV 1� 2O� I ADIDIESSIN.IST12N.E.E.DTALCIDNIMENTS 22 NOV 260 ADDRESSING 3RD SUBMITTAL COMMENTS DAUASI. TK I--" WE. NY IDSI-1 REPCONTACT: ZACH IPOUR FRISCO, 71=7503 pHoNE-4N41}1800 CONTACT. DAVID KAUIOEFER • MATCH LINE PAGE MATCH LINE PAGE 5 ...................................................... .............. ..................................... ................................................................................................. .................... E 4 MATCH LI�W�Z'E'4' ....................... .--------------------------- --------- ------------- ----------- --------- --------------- ---------------------------------------- -------------- ----- - ------------ ------ ----- ------------------------------- - ---- -------- SITE INFORMATION UND USE S-FAMILLMULWAW COMR LOTARE0. a SINGLE-FAMILY SF-Z SF-60 MIN. LOT WIDTH: 4V MIN. LOT. - KIN, LOT DEPTH MIN. LOT TOTALNUMBERUFLT- - TOTAL UMS-10TS: MULTI -FAMILY TRACT V WL[wliW,4tlwujjIIIIIIIIIL,�, BUILDING INFORMATION NP TOTAL # UNITS: 600 I,- - MS- 4-BLOCK Q2 MUTBALmrMMTS PARKING: LOT 3 (PD C Im.-ES SETEACK + 21.3 A I -ES LEGEND --- -------- --------------------------- - MEN.itE] mv. . ...... Ur%p ------- Ap < BLOCK 02 T LOT 2 SIFFER 0 (PD 16.5 6'MASONRY SCREEN WALL 25'BUILDING SETBACK 11, MATCH LINE PAGE 4 !% MATCH LINE PAGE 4 .................. ....... .............. 8- WALKINGTRAIL--P ........ . ................................ . ....................................... .................................. DA- EXHIBIT 2 MATCH LIZF;ZWT41 (TYP.) MATCH LINE AGE 3 PROJECT NO. MEM002 OWNERS DEVELOPER PLANNER/ENGINEER CONCEPT PLAN FOR FILE PATH JJOBI, MEG200021SNTZONI-CONCEFT PLAN DRAWN BY MRS CAKWOOD VILLAGE "YASAHDUDiNGSULC APARTMENTSINC 84 OVERLOOK PL 84 OVERLOOK PL RYE. NY I85BD-3WS MEGATEL HOMES IIIIIPELOTON LNiLCL�Rl REVIEWED BY DAK DAM NOVEMBER4,2020 DATE -mom Y NORTH RYE NY IGS-5 XIM YOUNG & TIM MUELLER ZTOBAMHERSTAVE IM, OVERLOOK PL 2701 CEDAR SPRINGS ROADunV SUITE700 DALLAS. TX T5201 -D I S C 0 S TR E ET SUITE400 —0. ADDRESSING 1ST L 2ND SUBMITTAL COMMENTS NOV24,2020 �DRESSINGMDSUBMITTALCOMMENTS SOALE DAU.AS, TX 75U�7901 RYE. NY IDS�5 CONTACT. -ZACHJPDUR FRIS 0. MWI 75033 PHONE:46-1800 00NTACT. DAVID KALHOEFER -------------- STREET 12 ------ - ---- MATCH LINE 6 .1 1 1. 1 1 � —_.. ") 2 1 1 - - - - - .............................. . ... .... L MATCH LINE PAGE 5 L ---------- Is 'REET Hl� 4.4- 35 T il- I i ! I 3 � ; : MATCH LINE PAGE 6 ........................ 1, "r r . ; I MATCH LINE PAGE 5 -------------- i Al "STREET F_ 4 STREET N2 LU 12 _j, ------ STREET J2-----:L.-. -------sT Qi 77=z_ I------------ ------ - ----------- ------------ 2, A -- ----STREET T !IT In o, U9,'12 1 2 3 11 1 o 1� w 10;TREE w C, PRESERVATION EASEMENT ,q to 11 1B13 L;j I U VVALKINU "I 2 EXISTING _M _I31 14 w --- ------------ - --- - I, ------------- -- P-) 7 7 1. ..... ..... _9 STREET P2 ----___ - - ------------ q7"Tll la is lo I r 2 ............. 14 EXISTING• -------------- ------------------- ------ - ---------- TREES 5 sEo-N iy MULTI -FAMILY TRACT BUILDING INFORMATION I _51HEETDI ----------- ............ LU -STREET Ul --------- ----------- TOTAL 9 UNITS: 600 ---------- ------- - --- ------------- TREET El -------- ------------ --------- 13 pa .. ......... ......... . 14 —.11 u.. PARKING: R EQU U.S.- z 11 �3 w T VICINVLMAP P�.!' .2 A- 0 1 1 1 3 14 1 DO ea LEGEND 1e 4 14 M I Of SITE INFORMATION UJ ...... PUT- ------ LU 1. 12 4 Gmo .. PD41., - ------ "m L"NA o 10'WALKIN G TRAIL -> m wo ------ LAND uSS. StNGU FAMILY MULTHFAMLY, COMMERCIAL TRAIL 1 21 (Typ.) I 9 20 LDTAREN' TREESEXISTING SINGLE-FAMILY SF-Z SF -60 ------ - lima .............. i L ------------ - - MIN. LOT WIDTH: NIN. .1 WID- M...T.— 1.MW. LOT TOTAL-IIER.I.- .1 TOTAL --ER- I LOTS: .1 w MATCH LINE PAGE 5 MATCH LINE PAGE 5 ........................... ........ DA - EXHIBIT 2 .................. ........ i .............. 0 ... 0. ... .. ................................................. I ............................. MATCH LINE I ! I I MATCH LINE PAGE;' PROJECT NO. MEBWXI2 FILE PATH J:JOBI MEG20D)2\ENTOONING%CONCEPT PLAIN DRAWN BY RB REVIEWED BY DAK D NQVEMBFR4.2= GATE1 REVISIONS DDRESSING IST & �D SUBMITTA COMMENTS NOV 24, 2020 1 ADDRESSINGBRO SUBMMALCDMMENTS NORTH GRAPHIC sCALE OWNERS oAKW000v]LLABE KAYABA HOLDINGS U-C APARTMENTSINCL ' p 340VE OOKPL 840VERLOOK L RYE. NY 1-45 RYE, N 1D580-3MB & KC U-C KIM YOUNG & TIM MUELLER 2TI)8 AMHERST AVE 84 OVERLOOK PIL A DALLAS TX T5225-79DI RYE. NY 1058�45 IIIIE-T-111— P'UR DEVELOPER MEGATEL HOMES 2701 CEDAR SPRINGS ROAD SUITE TOO DALLAS. TX 75201 CONTACT: ZACH IPOUR PLANNER/ENGINEER PELOTION SUFFE4110 FRISCO. � 15033 PHDN :4611-21�1BOO CONTACT: DAVID KALHCEFER CONCEPT PLAN FOR R_l LNLCL� SINGLE-FAMILY LEGEND SFd SF4i0- xDLLarworH; 40 L4nl LDtwotH: w - "x` MEeaA LOr DEme tm uaa LOr OvrH +m G'm°'w c MULTI -FAMILY TRACT BUILDING INFORMATION VICINHY MAP ;•'TOTAL k UNITS: 600 SITE INFORMATION wL1r xe uYD ma ' ! PARKING: � I ' r]RIIM[ fGNU REONiEO: ' - UNODSE SWGN:f oMY NUt14FAMLY.e PROVIDm: iNE ¢PACF9 1 I kERL� I 10' WALKING TRAIL i WTAREA: 14k53.}Sl e9p R.1W1.1t1ACRE9 wz�l.ir'�"'1P" ' (TYP.) sa9.1r1zE 14e¢.rR FUTURE MANTUA ROAD ¢ NRY -- _ - _ _ _ -_ _-_ _ _ _ sa e E - see•n•41•E 4an] S' WALKING TRAIL -- B99 - ....................... -�— EXISTIN TREESG ;y ,. .._...._.._._.._. .._.+._..�._.._L-.._ ....._...._. ._. _.._.. - \' \ n Oa tD 1z ,] ,4 1s ,3 r i ifi t9 m .. , ---- STREET A2 -- I ------ - 1 ° 9 EXISETEING o'raEE - - -...r ' S PRESERVATION + 2 ] A s e T i - - - - - '1 i DMAAL RY 19 1 - _- .. EASEMENT ! !. 4 �: I 2 sa ; iwuil 4 .. ._ _ _._ _._..__.._.. - ! ; i m 1 ' 9�10' WALKING TRAIL (TYP. 0 11• l i 14 n 12 n 10 9 e i i 4 24 La_.._ ..... _.._..._ ._.. ._._ 'Q... ! I 5 , 23 i l® 20 10 ,° 1 III 14 13 • i W ,. STREET B2 - ; © ; L__............. I j a ( __ -E STREETJI- -••, J i I i ..®Mllii3-�T .... ii l' •�I .. je .I' EXISTING i® i W !.. z i 1 - j 14 13 12 11 %1. 2 TREE RVATIO 1-4PRE1S0E' EASEMENT 4 1 i I i!, - 'I -_;'-STREETJI__-_- _s I i_. ..._.. .._ _ • _ - _ __'__- _ __ .: 1.1 ,e I 1. I ; T..9 FT— .. ._ . _.._.. '1..1._.. ._.._ _...,'_•i LI 1T 1a ifi 14 .� - • - -STREET 02 - - -- 'L STREET D2 J 10' WALKING TRAIL o 14 `IS 1e.1, 1, t li _ TYP.) jr I} i 10' WALKING 1 I] zz (TYP z a4, S I ' j ! n 21 u 29 z4 u z¢ zr MATCH LINE PAGE 6 r DA -EXHIBIT 2 1 - - --� PROJECTNO. MEG=2 OWNERS DEVELOPER FILE PATH J:JOBIMEG2000ZER1120NINGICONCEPT—N !/ OAKWOOD VILLAGE KAYASA HOLDINGS LLC IIV/' APARTMENT9INC B40VERLOOK PL RE/liDRAWN BY MRB N OVERLOOK PL RYE, NY 1D500.t040 MEGATEL HOMES DATE EO VE ER 4 RYE, NY 1050M345 OATS NOVEM0ER 4.2D20 NORTH 2701 CEDAR SUITET NGS 0.OAp JY 0 E LLC KIM YOUNG 0 TIM K RE SUITE TM OATE REVISIONS 2r00 AMHERSTAVE 940VEflLOOK PL OALLAS, TX T320t NOV23.2020 AD DRESSING 1ST62NOSUBMITTALCOMMENTS CALLAS, TX 75225-7901 RYE, NY 1050b3345 NOV24,2020 ADDRESSING SRO SUBMITTAL COMMENTS GRAPHIC SCALE REP nct. CONTACT: ZACH IPOUR !/ 4 1 � r ,4 x �y 1 t5 IT, I I I O 1¢ I ER . .._.. _.._. .._..._--- ' - -STREET N7 I I ' .5..�. 19 - F e ' e s 10 n 1z 0 t o , u ' L L 4 L O z3 3 1 1Li- ---------------- -----------------------1 I 3 t t STREETMIImo— ? '... .._..._..._...._.._ ._.._. _.. __w I 2 3 4 6*IIjI ¢� T B 9 '16• 11 120j - - Q] 22 ? r 15 14 1] 21� 11 18 -.._ 19 _9I�TII III i— JYII p: i rvI 1 r.. I zffin ! I ' WW' " t YNA90HRr' . LINE PAGE 6 ,,I s I p ..r... �a............. 'Sy .........� . y ! 4 ° MATCH LINE PAGE 6 PLANNER/ENGINEER CONCEPT PLAN FOR P E LOTO N ANACAPRI I'I'I LAND e 11WDFRISCO STREET N] FRISCO, TEXAS T5033 PHONE459-213-,000 x�nr.cuv�u,� re• c nwnE.,,..r CONTACT: DAVID KALHOEFER ..ne.�. EDIT DA-2 Development Agree. went DEVELOPMENT AGREEMENT This Development Agreement (this "Agreement") is entered effective as of December, 8, 2020 ("Effective Date") between and among the City of Anna, Texas, a Texas home -rule municipality ("City") and Kayasa Holdings, LLC,("Property Owner") as follows: RECITALS WHEREAS, the Property Owners are the sole owner of 50.00 acres of real property described in Exhibit 1 and depicted on Exhibit 2, (the "Property"); and, WHEREAS, the Property is presently under contract (the "Contract") to be sold by the Property Owner and purchased by Megatel Homes ("Developer"). WHEREAS, Property Owners have, at the request of Developer, applied to rezone the Property to allow for Planned Development -Multi -Use which will include the following zoning districts with modified development standards; C-1 Restricted Commercial (C-1), SF-60 Single -Family Residence District (SF-60) and, SF-Z Single -Family Residence District - Zero lot line homes (SF-Z); and, WHEREAS, the City's Planning & Zoning Commission and City Council have given the requisite notices by publication and otherwise and have scheduled public hearings with respect to the rezoning of the Property as required by law, and, WHEREAS, in the case of the Property being rezoned, the City and Property Owner desire to enter into a development agreement to establish development and design regulations to ensure that future development is appropriate for the area and fits in well with adjacent properties; and, WHEREAS, it is the Parties' mutual intent that this agreement shall govern only the subject matter specifically set forth herein and shall supersede provisions of Anna City Code of Ordinances and other regulations and adopted policies of the City (collectively, "City Regulations") only to the extent that any such City Regulations directly conflict with the terms of this development agreement, and, NOW, THEREFORE, in consideration of the above recitals and the mutual consideration as reflected in the covenants, duties and obligations contained herein, the sufficiency of which is hereby acknowledged, the Parties hereto agree as follows, effective as of the Effective Date: SECTION 1. RECITALS INCORPORATED. The recitals set forth above are incorporated herein as if set forth in full to further describe the Parties' intent under this development agreement and said recitals constitute representations by Property Owners, Developer, and the City. SECTION 2. DEVELOPMENT STANDARDS / BUILDING MATERIALS. With respect to all structures/development within the PD-MU Zoning District, Property Owner agrees to comply or to cause the builders to comply and any other successors or assigns to comply with all City Regulations and with the masonry material requirements and all other requirements of the Anna City Code of Ordinances, Article 9.04 Zoning Ordinance, Section 9.04.034 Supplementary District Regulations, Subsection (e) Architectural Design Standards and with the following standards (in the event of any conflict, the following listed standards shall govern). Nonresidential Buildings A. At least 80% of the exterior walls (excluding doors, door frames, windows, and window frames) shall use only stone, brick, and/or split face concrete masonry units in the construction of the exterior facade that are visible to the public. B. Other finishes and materials may be used at the sole discretion of the City Council if adopted as part of the site plan approval and if permitted by building and fire codes. C. At least 60% of exterior fagades not visible to the public (excluding doors, door frames, windows, and window frames) are required to be brick or rock veneer. D. A maximum of 10% of any exposed exterior wall may consist of EIFS E. 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 & Zoning Commission. Multiple -Family Residence Buildings A. All multi -family buildings and structures shall have at least sixty percent (60%), for the first three stories of the total exterior walls above grade level, excluding doors and windows, and recessed balcony areas (should be allowed as plane break), constructed of masonry (brick/rock veneer) materials with no more than forty percent (40%) consisting of cementitious siding (Hardie products) or stucco materials. B. A maximum of 10% of any exposed exterior wall may consist of EIFS C. Roofing materials for buildings and structures must be architectural roof shingles, said shingles shall be accompanied with a minimum 25-year warranty. Under no circumstance shall three -tab shingles be used as roofing material. Single -Family Residence Buildings (SF-60 and SF-Z) A. Except as noted below, the exterior walls (excluding windows and doors) on the first -floor front elevation of any structure shall be 90 percent masonry and 80 percent on the second -floor front elevation. The total cumulative surface area of the remaining exterior walls (excluding windows and doors) shall be 80% masonry. B. A maximum of 10% of any exposed exterior wall may consist of EIFS. C. Second floor Dutch gable roof elements are not required to be masonry if set back at least 3 feet from the first -floor front elevation vertical plane. D. The masonry standards that apply to the front elevation of a structure as described in subsection (A) above shall also apply to any exterior walls on a structure that are: (i) adjacent to and face a public street or right-of-way; or (ii) visible from and located immediately adjacent to a public park, reserved open space or neighborhood common area, or an undeveloped flood hazard or drainage area that is also adjacent to a public street. E. Roofing materials of a structure may only consist of architectural asphalt shingles (including laminated dimensional shingles), clay and concrete tile, metal shingles, mineral -surfaced row roofing, slate and slate -type shingles, wood shingles, wood shakes or an equivalent or better product as compared with said materials. Should architectural shingles be used as roofing material, said shingles shall be accompanied with a minimum 25-year warranty. Under no circumstance shall three -tab shingles be used as roofing material. F. 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); ii. Decorative windows; iii. Decorative hardware; iv. Garage door recessed a minimum of 12 inches from the garage face; v. Cast stone surround. vi. Eight -foot tall garage doors. G. All doors on the font facade of a residence shall be constructed of wood, iron, glass, and/or architectural fiberglass. SECTION 3. NOTICES. Any and all notices required to be given by either of the parties hereto must be in writing and will be deemed delivered upon personal service, if hand -delivered, or when mailed in the United States mail, certified, return receipt requested, addressed as follows: To City: City Manager City of Anna 111 North Powell Parkway PO Box 776 Anna, Texas 75409 To Property Owner(s): Kayasa Holdings, LLC 84 Overlook Place Rye, NY 10580 SECTION 4. MODIFICATIONS OR TERMINATION. This Agreement may only be modified and/or terminated as follows: (a) by mutual written agreement of Property Owner and City; and/or (b) unilaterally by City upon default of the Property Owner. Notwithstanding the foregoing or any other provision of this Agreement, this Agreement shall terminate and be null and void if the City does not approve the rezoning of the Property to be zoned as Planned Development -Multi -Use which includes the following zoning district with modified development standards; Restricted Commercial (C-1), Single Family Residence-60 (SF-60), and Single -Family Residence - Zero lot line homes (SF-Z), as set forth in Section 9.04 of the Anna City Code of Ordinances, ("Zoning Ordinance"). The parties acknowledge and agree that the rezoning of the Property is a legislative act and that this Agreement does not bind the City Council to approve any proposed rezoning of the Property. SECTION 5. CLOSING. The Contract provides that the closing and funding of the sale of the Property shall occur on May 4, 2021, unless otherwise amended by the parties to the Contract (the "Closing"). Notwithstanding anything to the contrary herein, upon Closing and funding of the sale of the Property, Developer or its successors or assigns shall fully assume all of Property Owner's rights and obligations under this Agreement and Kayasa Holdings, LLC its successors and assigns, shall be fully and completely released from this Agreement for all purposes, without the necessity of additional notice from or action by any Party. Nothing in this Section 5 shall serve to release any subsequent owners of the Property from the terms, conditions, and obligations in this Agreement. If Closing does not occur and the Contract is terminated, the City agrees to reasonably cooperate with Property Owner to modify the terms and conditions of this Agreement to accommodate any subsequent purchaser(s) and/or alternative use(s) of the Property. SECTION 6. DEFAULT. If Property Owner, its heirs, successors or assigns or subsequent owners of the Property, fail to fully comply with all the terms and conditions included in this Agreement (the "Defaulting Owner"), City will have the following non-exclusive and cumulative remedies. A. Withholding of utilities or withholding or revocation of permits and other approvals required for development and use of the portion of the Property that is the subject of the default (but no other portions of the Property) including without limitation building permits and certificates of occupancy. B. The Defaulting Owner, or its heirs, successors or assigns, or subsequent owners of the Property (collectively, the "Defaulting Developer Parties") shall be liable to pay to the City the sum of $2,000 for each failure to fully comply with the development standards set forth in Section 3 of this Agreement. The Defaulting Developer Parties shall be liable to pay the City said $2,000 sum per day for each day that such failure to comply occurs. The sums of money to be paid for such failure(s) is not to be considered as a penalty, but shall be deemed, taken and treated as reasonable liquidated damages that accrue per day that such a failure shall exist or occur. The said amounts are fixed and agreed upon by the parties because of the impracticability and extreme difficulty of fixing and ascertaining the actual damages the City in such event would sustain; and said amounts are agreed to be the amounts of damages which the City would sustain. Notwithstanding the foregoing, none of the Defaulting Developer Parties shall be liable to pay the liquidated damages that accrue under this paragraph unless there is a breach of any material term or condition of this Agreement and such breach remains uncured after forty-five (45) calendar days following receipt of written notice from the City provided in accordance with this Agreement describing said breach in reasonable detail (or, if the cure of the breach has diligently and continuously been undertaken but reasonably requires more than forty-five (45) calendar days to cure, then such additional amount of time as is reasonably necessary to effect the cure, as determined by both Parties mutually and in good faith but in no event shall such additional period exceed 120 days unless agreed to in writing by the parties to this Agreement). In the event of a breach that is not timely cured in accordance with this paragraph, the sum of liquidated damages shall be calculated to include each and every day of the occurrence of the breach beginning on the date that the City first provided written notice of such breach under this paragraph and the City shall not be required to provide a subsequent written notices as to subsequent dates or times during which such breach is repeated or continues to occur. C. In the event of a default, the non -defaulting party will additionally have any and all remedies available to it at equity or in law. SECTION 7. BINDING ON SUCCESSORS, AGREEMENT RUNS WITH THE LAND. Except as otherwise provided for herein, this Agreement will be binding upon and inure to the benefit of the parties' respective successors, assigns and personal representatives. This Agreement will run with the land and be binding on all subsequent Property Owners. SECTION 8. INDEMNIFICATION AND HOLD HARMLESS. THE DEVELOPER, INCLUDING ITS SUCCESSORS AND ASSIGNS (THE "INDEMNIFYING PARTY"), HEREBY COVENANTS AND AGREES TO RELEASE, DEFEND, HOLD HARMLESS, AND INDEMNIFY THE PROPERTY OWNERS AND 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 ATTORNEY'S FEES RELATED EXPENSES EXPERT WITNESS FEES CONSULTANT FEES AND OTHER COSTS ARISING OUT OF THE NEGLIGENCE OR OTHER WRONGFUL CONDUCT OF THE INDEMNIFYING PARTY INCLUDING THE NEGLIGENCE OR OTHER WRONGFUL CONDUCT OF ANY OF ITS 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 INDEMNIFYING PARTY 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 INDEMNIFYING PARTY AND THE CITY, THE INDEMNIFYING PARTY'S INDEMNITY OBLIGATION WILL BE LIMITED TO A FRACTION OF THE TOTAL CLAIMS EQUIVALENT TO THE INDEMNIFYING PARTY'S OWN PERCENTAGE OF RESPONSIBILITY. THE INDEMNIFYING PARTY 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 AS OF THE DATE HEREOF WHO HAS NOT SIGNED THIS AGREEMENT IF SUCH CLAIMS RELATE IN ANY MANNER OR ARISE IN CONNECTION WITH: (1) THE CITY'S RELIANCE UPON ANY OF THE INDEMNIFYING PARTIES' 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 design, construction or installation of any of the improvements to the Property or related work or undertakings, nor the means, methods, techniques, sequences or procedures utilized for the design, construction or installation related to same. This Agreement does not create a joint enterprise or venture between the City and any of the Indemnified Parties. This Section 8 will survive the termination of this Agreement. SECTION 9. RECORDATION. The parties may record this document in the property records of Collin County on or after one (1) business day after Closing and funding of the Contract. SECTION 9. ENTIRE AGREEMENT. This Agreement is the entire agreement of the parties regarding the subject matter hereto. SECTION 10. RECITALS AND EXHIBITS. The recitals herein and exhibits attached hereto are hereby incorporated by reference. SECTION 11. AUTHORITY. Property Owner represents and warrants to the City that the Property Owner owns the Property that this Agreement is binding and enforceable on the Property. SECTION 12. INVALID PROVISIONS. If any provision of this Agreement is held not valid, such provision will be deemed to be excised there from and the invalidity thereof will not affect any of the other provisions contained herein. SECTION 13. EFFECTIVE DATE. This Agreement will be effective upon the Effective Date first stated herein. CITY OF ANNA 0 Jim Proce, City Manager IN WITNESS WHEREOF: STATE OF TEXAS COUNTY OF COLLIN Before me, the undersigned notary public, on the day of , 2020, appeared Jim Proce, known to me (or proved to me) to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same in his capacity as City Manager of the City of Anna, Texas. Notary Public, State of Texas Kayasa Holdings, LLC a Texas limited partnership, By: Kayasa Holdings, LLC, Managing Partner IN Name, title IN WITNESS WHEREOF: STATE OF COUNTY OF Before me, the undersigned notary public, on the day of , 2020, appeared , known to me (or proved to me) to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he/she executed the same in his/her capacity as managing member of Kayasa Holdings, LLC in its capacity as managing partner of Kayasa Holdings, LLC, a Texas limited partnership. Notary Public, State of EXHIBIT PROPERTY DESCRIPTION DA - Exhibit 1 BEING A TRACT OF LAND SITUATED IN THE S.E. ROBERTS SURVEY, ABSTRACT NUMBER 786, AND THE E.W. WITT SURVEY, ABSTRACT NUMBER 997, COLLIN COUNTY, TEXAS, AND BEING ALL THOSE TRACTS OF LAND TO JY & KC LLC, (A LIMITED LIABILITY COMPANY) RECORDED IN INSTRUMENT NUMBER 20170608000746940 AND YOUNG KIM AND TIM MUELLER RECORDED IN INSTRUMENT NUMBER 20170608000747130 OF THE PUBLIC RECORDS, OF COLLIN COUNTY, TEXAS BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGINNING AT THE NORTHEAST CORNER OF SAID TRACT OF LAND TO YOUNG KIM AND TIM MUELLER AND THE INTERSECTION OF COUNTY ROAD 371 (A PAVED TRAVELED RIGHT-OF-WAY NO RECORD FOUND) AND COUNTY ROAD 369 (A DIRT ROAD NO RECORD FOUND); THENCE S 01' 29' 28" W, 3,020.79 FEET; THENCE N 88° 29' 00" W, 1,211.97 FEET, THENCE N 88° 24' 04" W, 595.03 FEET; THENCE N 00' 22' 19" W, 762.13 FEET; THENCE S 88° 20' S9" W, 967.26 FEET; THENCE N 00° 46' 25" W, 1,103.04 FEET, THENCE N 01' 17' 03" W, 1,185.56 FEET; THENCE S 89° 17' 12" E, 1,496.78 FEET; THENCE S 88° 41' 41" E, 591.09 FEET; THENCE S 88° 38' 16" E, 810.84 FEET TO THE POINT OF BEGINNING AND CONTAINING 7,817,617 SQUARE FEET OR 179.468 ACRES 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." Page 1 of 3 DA - Exhibit 1 BEING A TRACT OF LAND SITUATED IN THE MARTIN MOORE SURVEY, ABSTRACT NUMBER 649, COLLIN COUNTY, BEING ALL OF THAT TRACT OF LAND TO KAYASA HOLDINGS, LLC, RECORDED IN INSTRUMENT NUMBER 20190807000946750 OF THE PUBLIC RECORDS, OF COLLIN COUNTY, TEXAS BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGINNING AT THE SOUTHEAST CORNER OF SAID TRACT TO KAYASA HOLDINGS, LLC, AND THE SOUTHWEST CORNER OF A TRACT OF LAND TO ANNA HIGH SCHOOL ADDITION VOLUME 2011, PAGE 176 OF THE PUBLIC RECORDS, OF COLLIN COUNTY, TEXAS; THENCE S 87° 37' 19" W, 305.11 FEET; THENCE N 00° 42' 02" E, 349.90 FEET; THENCE N 89° 16' 32" W, 299.87 FEET; THENCE S 00° 43' 07" W, 365.55 FEET; THENCE S 87° 53' 01" W, 680.29 FEET; THENCE N 01' 16' 12" E, 1,825.73 FEET; THENCE S 89' 11' 16" E, 1,266.20 FEET; THENCE S 00° 42' 28" W A DISTANCE OF 1757.83 FEET TO THE POINT OF BEGINNING AND CONTAINING 2,177,993 SQUARE FEET OR 50.000 ACRES 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." Page 2 of 3 DA - Exhibit 1 BEING A TRACT OF LAND SITUATED IN THE F.T. DUFFAU SURVEY, ABSTRACT NUMBER 288, COLLIN COUNTY, BEING ALL OF THAT TRACT OF LAND TO OAKWOOD VILLAGE APARTMENTS, INC., RECORDED IN INSTRUMENT NUMBER 20171201001594200 OF THE PUBLIC RECORDS, OF COLLIN COUNTY, TEXAS BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGINNING ATTHE NORTHEAST CORNER OF SAID TRACTTO OAKWOOD VILLAGE APARTMENTS, INC., AND THE NORTHWEST CORNER OF A TRACT OF LAND TO JOSE FACUNDO & JOSEFINA 0. FACUNDO VOLUME 4625, PAGE 759 OF THE PUBLIC RECORDS, OF COLLIN COUNTY, TEXAS; THENCE S 00° 31' 02" W, 245.38 FEET; THENCE S 00' 27' S1" E, 1,574.05 FEET; THENCE S 00° 24' 40" W, 868.25 FEET; THENCE N 89° 08' S4" W, 988.59 FEET; THENCE N 88° 50' 11" W, 851.70 FEET; THENCE N 00° 33' 18" E, 2,640.14 FEET; THENCE S 88' 27' S3" E, 34.21 FEET; THENCE S 01° 16' 12" W, 36.09 FEET; THENCE N 870 53' 00" E, 813.02 FEET; THENCE S 89' 28' 03" E, 336.61 FEET; THENCE N 87° 39' 22" E, 628.19 feet to the POINT OF BEGINNING AND CONTAINING 4,837,814 SQUARE FEET OR 111.061 ACRES 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." Page 3 of 3 to % Qs MATCH LINE PAGE 3 MATCH LINE PAGE 3 ........ ... . .... . . ...... .... ............... I ......................... Is MATCH LINE PAGE 2 -.12 SHELDON VICINITY MAP 31 13 SFE INFORMATION look 1, m t rn 4 'OT.E, 14,MJILIASQ.17./MIAIIACRES a 27 21 SINGLE-FAMILY i SF -Z SF -a 17, 1 1 T�- Mw LOT I.T LOT MINA —11: 24 rorAL...ER OF UD-sae mTU —.R-..: .1 PROPOSED ANNA ISO MULTI -FAMILY TRACT SCHOOL:fi '4 1 BUILDING INFORMATION --L SITE . ............. i '2 1 -- -------------------- ----- ICE F C ------ J TOTAL UNITS: 600 13 �Pl! �j 4 6 W BIdLDINDNRGNr:3 STORXS� "�Y UNTIL•• 3 1. PARKING: 4 4 13 1 1 u IVI 12 RROUIRED: SPACES p— 1-- 12 LEGEND -------------------------- - ------ to ST 7 ------ MAmN 1 m W 21 TM M LU21 p, ................ -- --------- — ..... ........ ........... . .......... All-auvaUp I �vg "STE �7 ..... .. J U, 4' 'fl J- ---DA EXHIBIT 2 PROJECT No. mEonow OWNERS -DEVELOPER OAKYfDOD VILLAGE W KAYAM HOLDINGS U.0 APARTMENTS NC M OVERLOOI( PL N OVERLOOK PL RYE NY 1�� 0 RYE. NY IMIM—I5 MEGNTEL H MES PLANNER I ENGINEER PELOTION CONCEPT PLAN FOR NACAPRI FlLE PATH J:JOB% MEGoo)[AZENT�ONINGACONCEPT PLAN D MRB mm BYlii�lDAK REVIEWED BY NORTH 270I CEDAR SPRI— ROAD 1&KCLLC KIM YOUNG & TIM MUEU-ER SUITE 700 2708MMUSTAVE OVERLOOK PL DALLAS, TK —no, RYE, NY 105— CONTACT. ZACH [POUR 0 STREET SUITE OCO. — FR 75003 PRONE: ZEZ2AIS �1110. CONTACT.' DAVID KAU-iOEFER DATE NOVEMBER,.= DATE REVISIONS N��2 I COMMENTS �ORESSINCIISTL2NO811111 20.2020 ADDRESSING 3RD SUBMITTAL COMMENTS MATCH LINE PAGE 4 MATCH LINE PAGE 4 ...................................... —....... ........................... ... ... . ...... .................... B'WALKING TRAIL . ....... ............ . . ......... ................................................................................................. MATCH LINE PAGE 3 (KING MATCH LINE PAGE 3 • BLOC LOT 3 BLOCK Q2 (PD C-1) i LOT 2 t 21.3 AC.. (PD C-1) 16.5 AC. 10'WALKING TRAIL q, (TYPJ Efl"`lJ�f1Tfl yo BLOCK Q2 LOT 1 ( ID, PC 9 5 ACC SITE INFORMATION a 'gyp ZONING: PO... SINGLE FAMILY, MULTIFAMILY, & IAND USE: COMERCIAL LOTAREA: 14JSII.TSI.6 SO. FT.l Ul 111 ACRES -------------------------- WE-11 -------------- ------ SINGLE-FAMILY - -------- -------F-STREET N ------ -4 -------- SF-Z SF-60• LOT WIDTH 90 MIN. LOT WIWIDTH11.. MIN —DEPTH; MIN. LOT DEPTH. I., I ----- --- --- ESI.-O—O OE' 2 `3 4 -------- TOM NUMBER OF LOTS, M TOM NUMBER OF LOTS: MI MULTI -FAMILY TRACT �MM 4 4 ------- -----STREE1 BUILDING INFORMATION 17 T-7 ...... ...... J 41 TT, 13 IS 14 TOTAL 9 UNITS: EGO 16 11 13 211 la 15, W. NO IiEIG14T. ]STONES SURGING T.. W`. 14 1 jU HOLCOMBE .ULUFAMIL—TS FAR—,• !UJ 13 IE ! I 'G cc -n0 iILLI I, 1 53 STREET 1 ------ 7' --- 17 _U IT. SPACES ""'E" I.. SPACES LEGEND .1w 72F ------ _u'L 'A 1 3 1 . 1 1 2) 1� 12 1 S 4, SS B'WALKINGTRAIL— 22 --- mw 7 W (I yp.) k. IS STREET L 20 2 4 2. NORTHFIELD 24 21 o '0'WALX 14 WALKING TRAIL P. IS 2 '2 DA - EXHIBIT 2 MATCH LINE PAGE 3 MATCH LINE PAGE 3 ............................... ..................................................... . ...... . . . .. ..... ...... . ................... ............ w PAGE 2 MATCH LINE PAGE 2 S, PROJECT NO. EGIKI002 OWNERS DEVELOPER PLANNER/ ENGINEER CONCEPT PLAN FOR FILE PATH JJ08% MEG2DGSZENlVONlING%CONcEPT PLAN oAKVool) VILLAGE KAYASA HOLDINGS LLC NACA�R. DRAWN By APARTMENTS INC � OVERLOOK PL B4 OVERLOOK PL RYE. W IOS8�3M MEGAT L HOMES REVIEWED BY OAK "T RYE, NY Hill PELOTON PATE NOVEMS 1 5W345 2701 CEDAR SPRINGS ROAD ER 1. 2— NORTH _11TI -I LAI. ,.I . L . 1. . N jy AKC KIM YOUNG & TIM MUELLER sLhTE IS. 1'. 'R ."ET OA -=mc DATE REVISIONS 27G8 MHERST-E OVERLOOK PL SUHIE400 NOV DDRnSONG1ST&ZNDSUBMITTA COMMENTS —5. � 75�7901 RYE, MY —0-3.5 FRESCO. TEXAS ISOI13 NOV 24! M. AD.RESSI.V.SU..ITTALc'ommENTs GRmNIcsCFIE AaP ACT, CONTACT: 2IACH [POUR P"oN2469Q13.I8Q0 CONTACT: —D IMADEFER MATCH LINE PAGE 5 1 LINE PAGE 5 L ................:...............,I.,..MATCH ...................................... ........ ...... ............................. ............................................. ................................................... ..................................................................... MATCHLINEPAGE MATCH LINE PAGE 4 NZ J. "j, L ........ — -------- ------------ --------------------------- ------------ ---------------- ---------- . ......... . --------- ----------- -- ------- --------- -- ,: VICINITY rp - ---- ----- ------------------------------------ ------ -------------------- ............ SiTE INFORMATION ZONING: PT-u LAND USE SINGtEFMILY. "I commuLTWALI 14,9E9.751.5 SO. F LOTAREk: J U1.111 ACRES SINGLE-FAMILY SF-Z SF -DO N.—TH: MIN. LDT—TH: MI . UOT DEPTH: 1. VINI. L.T.— u.ER OF LOTS: ENS TOTAL FLOTS: 651 N MULTI-FAMILY TRACT BUILDING INFORMATION NP TOTAL# UNITS: GOD :0 NMEHT: ]STORIES UR.I.GNIS HT. 0-VAN. BLOCK Q2 MULTIFAMILY UNITS GDD PARKING: I I LOT 3 > (PD C-1 S—K im swEs + 21.3 A LEGEND W ------a N . ---------------- . ........ r' N" --------------------------- BLOCK Q2 z I LOT 2 . 0 (PD &2 i 16.1 —6'MASONRY , SCREEN WALL 25'BUILDING SETBACK b, MATCH LINE PAGE 4 MATCH LINE PAGE 4 ........ ... FWALKING TRAIL ---P ... , ... I .. ... - .. .. . "I * ...... ** ........... DA-EXHIBIT2 77-7 ... . ...................... .... ** ............ . ................................... .. ............ ... MATCH LINE PAGE 3 (TYP.) _ MATCH LINE PAGE 3 PESMIXT NO. MEG2QM RILE PATH J:JOBk MEG2000ZENPZONINCROONCEPT PLAIN D BY MRB DRAWN REVIEWED SY OWNERS CAKVK)OO VILLAGE KAYASAHOLDINGSU-C APARTMENTS NO 84 OVERLOOK PL 84 OVERLOOK EL RYE, NY 1D5804345 RYE, NY 10580�33 4' DEVELOPER NIEGATEL HOMES 27010EDARSP SPRINGS PLANNER I ENGINEER L��l PELOTION CONCEPT PLAN FOR ARNACAPRI CAM NOVI NORTH JY&KCLLC KIM YOUNG 6 TIM MUELULa SUITE 700 11111 J'l— --- 000 FRISCO STREET Lr-- DATE NEV'RloNs 2709AMHERSTAVE N OVERLOOK PL CALLA..—S., SUITE NOV 23, 2020 AD DRESSING 1ST & NO SUSMI—L COMMENTS ADDRESSING 3RD SUBM COMMENTS --AUS DALLAS, U 75225-7901 RYE, NY IWBM345 N7- �'— —ISTE.TA I"U CONTACT. ZACH POUR FRISCO. TEXAS 75033 PHONE: 499-213�1800 CONTACT: DAVID KALHDEFER - MATCH LINE PAGE 6 -------- STREET 12 ---------BLiASD ................. ------ — ....... . ---------•- ........... ........................ '7 n.! 4 ..... MATCH LINE F;ZE 5 7 7' ----------- STREET Hl ----------- ---------------- MATCH LINE PAGE 5 • 14 A, �4 i4 i 0 7f !! -------------- T is is ------ STREET P1 ------ r 21 2 T-1 LLI — ............ ... : 4 -STREET N2 is I tu I 1�, 12 770, LU -IITIII. -STREET JZ ----------- IRIE1 ..... ..... ..... 4 S �4 S 4. 31 T 24 Ss 1 3 ,'A S s 7 t_j C) > of 4 no I I i — " ..... ....... J) ------------ is S 11 11, 'is S I in IY �11 ti. �13 tU 4 0 = ..... ..... t (If 12 21 W 17 ........... 14J z P2 _j IS i LU 1 2 3 4' 5fib 7 is --S R STREET Cl ------ ............ . ----------------- 10'TREE Is WALKING STREET Tl -- ------------- FIR ESERVAT L)r, : ; — - UU 21 PG TRAIL EAS—IIEN, (Ty ) 8 1 15 14 2 4 5 2 uw 14 0 L is I is I 1. 14 EXISTING ------ __j ------------ TREES, --------------- .......... 12 STREET DI ------------ TUl ---------------- MULTI-FAMILY TRACT - DO is is I �1I BUILDING INFORMATION 1 I w CC 17 Is 7) 12 1 1. 14 TOTAL # UNITS: 600 IIIJACING HE .' 35IDWEB_ 14 Kttl El-4- ----------- ------ ._T .......... -------- I STREET El ------- URCSRS —1. ------ ------ 41— ------------ tFle._.._.._.. .._..'.._..TPARKING: 18 SA I 15 it REQUIREC: I- SPACES Do P El'ACES -4— L! 2 VICINITY 1 3 14 Is LEGEND 14 4 IS 4 i SITE INFORMATION is LLI Il 10'WALKINGTM ZONING P_ mm zaerx (Typ.) lANO USE: EINQU FAMILY. MULTWA 2D MLY' C MM`ROAL Soc. 7 LOTAREA,' 14fflAj51 SQ-1341.111 ACRE. �T IL I EXISTING ME TREES 27 -FAMILY SINGLE• Al F - — - ------ S -Z SF-50 ................. ----- --- I MIN. LOT 'I., MIN. LDr W N&B-24 592,36' MIN. LOT DEPT. tOo MIN. LOT DEPTH: — TOTAL NUMBER DF LOTS. SBB TOTAL NUMBER F LOTS, .1 MATCH LINE PAGE MATCH LINE PAGE 5 DA EXHIBIT 2 ......................... ...................................... t .................... ........ s .'MATCH LINE PAGE 4 1 MATCH LINE PROJECT NO. MEWD002 FILE PATH JJDBi MEMODDAIENTUSCRUN=ONCEPT PLAN DRAWN BY MRB REVIEWEDBY DAK �000vl�G OWNERS F KAYASA HOLDINGS LLC APARTMENTS ING . 0 LOOK PL SA ov�OOK PL RYE. NY 1-04045 RYE. NY 105BM34E DEVELOPER ME-TEL HOMES PLANNER ENGINEER 11111 PELOTON CONCEPT PLAN FOR LN�LCn��Rl I D NOVEMBE A,2C2. DADATEREVISIONS NORTH & KC LLC KIM YOUNG & TIM MUELLER 27010EDMRSP INCISROAD SUITE Too 11OD0 FRISC0 STREET NOVM. 2020 ADDRESSING N 0 V24,2020 ADORI�SEJNG 3RD SUBMITTAL COMMENTS 2708AMHERSTAVE 84 OVERLOOK PIL TK 7M�7901 RYE, MY 80-3345 —E. TK 7601 CONTACT. UCH IPDUR suITE400 FRISCO. TEXAS 75033 PHONE4s 13.1800 CO, DAVID NALIADEFER SINGLE-FAMILY LEGENDKR�� _ Si SF-80 10Wr"" "uF' wr' w O NN. LOT wtOTW +9 Mx. LOTwIPM: ev _. ___. rvm"'d�..n -_.... .mi"i$�:r:. -•-•- r'.+^M��. - uJH.10>OBrTH: ton NIR InT OSmH: tzo• ___. _. ttk�, ___ r�{�° ___._ _ -.. iOTALNUNBFA OF LOTe: uROEROPLOTe: "'°"'�'"�"" MULTI -FAMILY >TRACT BUILDING INFORMATION weer .nmwrwmi u'oi��iamrau,..n � ::w. �Ivr�e m[ � u'.i.'d'.m VICINITY MAP TOTAL 0 UNITS: SOD .wr,.u. Nm°w HEW; STOME— NetON0HB1DHl; 1.IT SITE INFORMATION wLTeAKLTOMR PARKING: IDHIxG: PDMU M i WA UBE 9PGIFfLPH,�LYYFAC14 N9LY,e tIIa BVACES LDrutFA: ,+9wastBSD. R.13411i1Aca9s b��',o, 10'WALKING TRAIL' j (TYP.) sea•,rn•E 1aBe.Te I - FUTURE MANTUA ROAD 4 W B' WALKIN -- I_____ _. G TRAIL --- _-- ----__see•+rn•B 4BL1] (TYP.) ® ®;..._.._..----- _.._.._.._.._.._T_. 1 3 ] 4 5 8 T B 9 10 tt 13 M 14 15——_— EXISTING _ _ _ __ _�-�._ �. _ __ B B +0 ti 12 1] 14 15 18 •.t] i t° 19 N TREES _ _ _ _.._. _._... _...._.. ._ _._ ._ ..._...._.._ _.._. _..__ - STREET A2 --- --- -- - - - - _ L 10' TREE ]] PRESERVATION EASEMENT I 2 ] 4 5 B j14 13 12® 11 ,8 B 8 1 e STREET J13 -'. ----��--_- .-_ -"- -- ' - - - - - --STREET JI- - - _ __t_ F W i W I i t2 • ] 4� 6 I 0 ..IB vJ I is EASEMENT' '•. STREET C2'- ;, 1e ' 4.. —� 1 _ _ _ ' tz '•_.._._.._. a._. ._.. .;, ® ,; u I n .' s • ,i. I T i T i I" 1 � z LSTR ET 6�1 ° T .-° ..-B _ 1 I IS L1_13._. 14 STREET ED2..___..�JSTREET D2 Is II i �'• _ {I y� _,z STREET II - i— 10' 1B t8 tT ,8 5 '13 1. 11— 'WALKING TRAIL I ! _ _ -I- • _.._.._._..• (TYP) ® ,01 3 a s �e T i 10 STREET.IS n 1e 15 a -jd „ I _ STREET 12' --- - - ; I ]z w.eraNRY1B ' I MATCH DA -ELINE PAGE 6 ,. I i _-_ _ 1z J XHIBIT 2 i 35,1 �"" n` 1• STREET HI$-- - - __••__ PROJECTNO. MEGM002 OWNERS FILE PATH J:JOBI MEG20NPENMONING\CONCEPT PLAN !/ ,�, OAKWOODVILLAGE KAYASA HOLDINGS LLC IVY APARTMENTS INC 84 OVERLOOK PL DRAWN BY MRB 84 OVERLOOK PL REVIEWED BY OAK RYE, NY LO5BDa345 RYE, NY 10580JD45 DATE NOVEMBER4,2020 NORTH Y d KLC NIM YOUNG d TIM MUELLE0. GATE REVISIONS 2NESTAVE LOOKPL NOV23, 220 AppRESSING,STd 2ND SUBMRCOMMOAIAS. TK 7525T0t RYE. NY 10500. NOV 24. M20 ADDRESSING ORD SUBMITTAL COMMENTS cRAP1uC SOLE av n t 154 T' ............ / ._...... -STREETKI--------------- .. ._4.....---- i- .... ........ ',_„ 9 0. WALKING TRAIL 'q ] u (TYP.) i 8 r 14 I STREET B2 I ; ® -- _ ,I W N � W 10'TREE I PRESE V € R ATIO ®18 :14 11 13 9 e ®_J I .._ I r._.._...._.._.._.._.._.._.._.._. ! I --------------------- -J. _.._ _.._..._..-------------------- -----STREET K1---------------------- 14 -. f-- - - - - 1 20 19 '1B 1T 18 ' 16 M I i r 1] 13 I I I 115 • 'f mmR: 19 O I t_ I 4 Is 11 REET N7--- - -- ST.0 p1 ii I N I 20 9 ,8 1+ 13 I 1 it ]jm;I ; I I I R • i � : zz i : I i I r I - - - - STREET M1 " - - 1 e1 i �e 9 ,'IB' 1i 12 1 - --{ 09 II 21 20 {9 I. 1T 1fi is 14 13 i I t. 2 - STREET Q7 - -- - A Ly i r Y, M20 19 � 1] 18 15 M 13 4 tMi r• 111 '' Ii i I ] r p t° MATCH LINE PAGE 6 PLANNER/ENGINEER CONCEPT PLAN FOR MEGATEL HOMES GI1I PELOTON ANACAP I MI CEDAR SPRINGS ROAD �I LANB eo LUTtO _ SUITE TOO III /100D FRIBCO STREETNe ,m,_„•,,,„ ,,,,,,,,e, DALLAS. TK In., SUITE 4.FRTEXAS ""`^""��`"�` yn "^ ^�"••_ CONTACT:IACHIPOUR ISCO. TFWEXASTs..3 . PHONE: 1100 CONTACT: DAVID KALHOEFER ..ursr EDIT DA-3 Development Agreement DEVELOPMENT AGREEMENT This Development Agreement (this "Agreement") is entered effective as of December, 8, 2020 ("Effective Date") between and among the City of Anna, Texas, a Texas home -rule municipality ("City") and Oakwood Village Apartments,(" Property Owner") as follows: RECITALS WHEREAS, the Property Owners are the sole owner of 111.66 acres of real property described in Exhibit 1 and depicted on Exhibit 2, (the "Property"); and, WHEREAS, the Property is presently under contract (the "Contract") to be sold by the Property Owner and purchased by Megatel Homes ("Developer"). WHEREAS, Property Owners have, at the request of Developer, applied to rezone the Property to allow for Planned Development -Multi -Use which will include the following zoning districts with modified development standards; C-1 Restricted Commercial (C-1), SF-60 Single -Family Residence District (SF-60) and, SF-Z Single -Family Residence District - Zero lot line homes (SF-Z); and, WHEREAS, the City's Planning & Zoning Commission and City Council have given the requisite notices by publication and otherwise and have scheduled public hearings with respect to the rezoning of the Property as required by law; and, WHEREAS, in the case of the Property being rezoned, the City and Property Owner desire to enter into a development agreement to establish development and design regulations to ensure that future development is appropriate for the area and fits in well with adjacent properties; and, WHEREAS, it is the Parties' mutual intent that this agreement shall govern only the subject matter specifically set forth herein and shall supersede provisions of Anna City Code of Ordinances and other regulations and adopted policies of the City (collectively, "City Regulations") only to the extent that any such City Regulations directly conflict with the terms of this development agreement; and, NOW, THEREFORE, in consideration of the above recitals and the mutual consideration as reflected in the covenants, duties and obligations contained herein, the sufficiency of which is hereby acknowledged, the Parties hereto agree as follows, effective as of the Effective Date: SECTION 1. RECITALS INCORPORATED. The recitals set forth above are incorporated herein as if set forth in full to further describe the Parties' intent under this development agreement and said recitals constitute representations by Property Owners, Developer, and the City. SECTION 2. DEVELOPMENT STANDARDS / BUILDING MATERIALS. With respect to all structures/development within the PD-MU Zoning District, Property Owner agrees to comply or to cause the builders to comply and any other successors or assigns to comply with all City Regulations and with the masonry material requirements and all other requirements of the Anna City Code of Ordinances, Article 9.04 Zoning Ordinance, Section 9.04.034 Supplementary District Regulations, Subsection (e) Architectural Design Standards and with the following standards (in the event of any conflict, the following listed standards shall govern). Nonresidential Buildings A. At least 80% of the exterior walls (excluding doors, door frames, windows, and window frames) shall use only stone, brick, and/or split face concrete masonry units in the construction of the exterior facade that are visible to the public. B. Other finishes and materials may be used at the sole discretion of the City Council if adopted as part of the site plan approval and if permitted by building and fire codes. C. At least 60% of exterior facades not visible to the public (excluding doors, door frames, windows, and window frames) are required to be brick or rock veneer. D. A maximum of 10% of any exposed exterior wall may consist of EIFS E. 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 & Zoning Commission. Multiple -Family Residence Buildings A. All multi -family buildings and structures shall have at least sixty percent (60%), for the first three stories of the total exterior walls above grade level, excluding doors and windows, and recessed balcony areas (should be allowed as plane break), constructed of masonry (brick/rock veneer) materials with no more than forty percent (40%) consisting of cementitious siding (Hardie products) or stucco materials. B. A maximum of 10% of any exposed exterior wall may consist of EIFS C. Roofing materials for buildings and structures must be architectural roof shingles, said shingles shall be accompanied with a minimum 25-year warranty. Under no circumstance shall three -tab shingles be used as roofing material. Single -Family Residence Buildings (SF-60 and SF-Z) A. Except as noted below, the exterior walls (excluding windows and doors) on the first -floor front elevation of any structure shall be 90 percent masonry and 80 percent on the second -floor front elevation. The total cumulative surface area of the remaining exterior walls (excluding windows and doors) shall be 80% masonry. B. A maximum of 10% of any exposed exterior wall may consist of EIFS. C. Second floor Dutch gable roof elements are not required to be masonry if set back at least 3 feet from the first -floor front elevation vertical plane. D. The masonry standards that apply to the front elevation of a structure as described in subsection (A) above shall also apply to any exterior walls on a structure that are: (i) adjacent to and face a public street or right-of-way; or (ii) visible from and located immediately adjacent to a public park, reserved open space or neighborhood common area, or an undeveloped flood hazard or drainage area that is also adjacent to a public street. E. Roofing materials of a structure may only consist of architectural asphalt shingles (including laminated dimensional shingles), clay and concrete tile, metal shingles, mineral -surfaced row roofing, slate and slate -type shingles, wood shingles, wood shakes or an equivalent or better product as compared with said materials. Should architectural shingles be used as roofing material, said shingles shall be accompanied with a minimum 25-year warranty. Under no circumstance shall three -tab shingles be used as roofing material. F. 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; V. Cast stone surround. vi. Eight -foot tall garage doors. G. All doors on the font facade of a residence shall be constructed of wood, iron, glass, and/or architectural fiberglass. SECTION 3. NOTICES. Any and all notices required to be given by either of the parties hereto must be in writing and will be deemed delivered upon personal service, if hand -delivered, or when mailed in the United States mail, certified, return receipt requested, addressed as follows: To City: City Manager City of Anna 111 North Powell Parkway PO Box 776 Anna, Texas 75409 To Property Owner(s): Oakwood Village Apartments, Inc. 84 Overlook Place Rye, NY 10580 SECTION 4. MODIFICATIONS OR TERMINATION. This Agreement may only be modified and/or terminated as follows: (a) by mutual written agreement of Property Owner and City; and/or (b) unilaterally by City upon default of the Property Owner. Notwithstanding the foregoing or any other provision of this Agreement, this Agreement shall terminate and be null and void if the City does not approve the rezoning of the Property to be zoned as Planned Development -Multi -Use which includes the following zoning district with modified development standards; Restricted Commercial (C-1), Single Family Residence-60 (SF-60), and Single -Family Residence - Zero lot line homes (SF-Z), as set forth in Section 9.04 of the Anna City Code of Ordinances, ("Zoning Ordinance"). The parties acknowledge and agree that the rezoning of the Property is a legislative act and that this Agreement does not bind the City Council to approve any proposed rezoning of the Property. SECTIONS. CLOSING. The Contract provides that the closing and funding of the sale of the Property shall occur on December 28, 2020, unless otherwise amended by the parties to the Contract (the "Closing"). Notwithstanding anything to the contrary herein, upon Closing and funding of the sale of the Property, Developer or its successors or assigns shall fully assume all of Property Owner's rights and obligations under this Agreement and Oak Village Apartments, Inc., its successors and assigns, shall be fully and completely released from this Agreement for all purposes, without the necessity of additional notice from or action by any Party. Nothing in this Section 5 shall serve to release any subsequent owners of the Property from the terms, conditions, and obligations in this Agreement. If Closing does not occur and the Contract is terminated, the City agrees to reasonably cooperate with Property Owner to modify the terms and conditions of this Agreement to accommodate any subsequent purchaser(s) and/or alternative use(s) of the Property. SECTION 6. DEFAULT. If Property Owner, its heirs, successors or assigns or subsequent owners of the Property, fail to fully comply with all the terms and conditions included in this Agreement (the "Defaulting Owner"), City will have the following non-exclusive and cumulative remedies. A. Withholding of utilities or withholding or revocation of permits and other approvals required for development and use of the portion of the Property that is the subject of the default (but no other portions of the Property) including without limitation building permits and certificates of occupancy. B. The Defaulting Owner, or its heirs, successors or assigns, or subsequent owners of the Property (collectively, the "Defaulting Developer Parties") shall be liable to pay to the City the sum of $2,000 for each failure to fully comply with the development standards set forth in Section 3 of this Agreement. The Defaulting Developer Parties shall be liable to pay the City said $2,000 sum per day for each day that such failure to comply occurs. The sums of money to be paid for such failure(s) is not to be considered as a penalty, but shall be deemed, taken and treated as reasonable liquidated damages that accrue per day that such a failure shall exist or occur. The said amounts are fixed and agreed upon by the parties because of the impracticability and extreme difficulty of fixing and ascertaining the actual damages the City in such event would sustain; and said amounts are agreed to be the amounts of damages which the City would sustain. Notwithstanding the foregoing, none of the Defaulting Developer Parties shall be liable to pay the liquidated damages that accrue under this paragraph unless there is a breach of any material term or condition of this Agreement and such breach remains uncured after forty-five (45) calendar days following receipt of written notice from the City provided in accordance with this Agreement describing said breach in reasonable detail (or, if the cure of the breach has diligently and continuously been undertaken but reasonably requires more than forty-five (45) calendar days to cure, then such additional amount of time as is reasonably necessary to effect the cure, as determined by both Parties mutually and in good faith but in no event shall such additional period exceed 120 days unless agreed to in writing by the parties to this Agreement). In the event of a breach that is not timely cured in accordance with this paragraph, the sum of liquidated damages shall be calculated to include each and every day of the occurrence of the breach beginning on the date that the City first provided written notice of such breach under this paragraph and the City shall not be required to provide a subsequent written notices as to subsequent dates or times during which such breach is repeated or continues to occur. C. In the event of a default, the non -defaulting party will additionally have any and all remedies available to it at equity or in law. SECTION 7. BINDING ON SUCCESSORS, AGREEMENT RUNS WITH THE LAND. Except as otherwise provided for herein, this Agreement will be binding upon and inure to the benefit of the parties' respective successors, assigns and personal representatives. This Agreement will run with the land and be binding on all subsequent Property Owners. SECTION 8. INDEMNIFICATION AND HOLD HARMLESS. THE DEVELOPER, INCLUDING ITS SUCCESSORS AND ASSIGNS (THE "INDEMNIFYING PARTY"), HEREBY COVENANTS AND AGREES 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 ATTORNEY'S FEES RELATED EXPENSES EXPERT WITNESS FEES CONSULTANT FEES AND OTHER COSTS, ARISING OUT OF THE NEGLIGENCE OR OTHER WRONGFUL CONDUCT OF THE INDEMNIFYING PARTY INCLUDING THE NEGLIGENCE OR OTHER WRONGFUL CONDUCT OF ANY OF ITS 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 INDEMNIFYING PARTY 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 INDEMNIFYING PARTY AND THE CITY, THE INDEMNIFYING PARTY'S INDEMNITY OBLIGATION WILL BE LIMITED TO A FRACTION OF THE TOTAL CLAIMS EQUIVALENT TO THE INDEMNIFYING PARTY'S OWN PERCENTAGE OF RESPONSIBILITY. THE INDEMNIFYING PARTY 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 AS OF THE DATE HEREOF WHO HAS NOT SIGNED THIS AGREEMENT IF SUCH CLAIMS RELATE IN ANY MANNER OR ARISE IN CONNECTION WITH: (1) THE CITY'S RELIANCE UPON ANY OF THE INDEMNIFYING PARTIES' 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 design, construction or installation of any of the improvements to the Property or related work or undertakings, nor the means, methods, techniques, sequences or procedures utilized for the design, construction or installation related to same. This Agreement does not create a joint enterprise or venture between the City and any of the Indemnified Parties. This Section 8 will survive the termination of this Agreement. SECTION 9. RECORDATION. The parties may record this document in the property records of Collin County on or after one (1) business day after Closing and funding of the Contract. SECTION 9. ENTIRE AGREEMENT. This Agreement is the entire agreement of the parties regarding the subject matter hereto. SECTION 10. RECITALS AND EXHIBITS. The recitals herein and exhibits attached hereto are hereby incorporated by reference. SECTION 11. AUTHORITY. Property Owner represents and warrants to the City that the Property Owner owns the Property that this Agreement is binding and enforceable on the Property. SECTION 12. INVALID PROVISIONS. If any provision of this Agreement is held not valid, such provision will be deemed to be excised there from and the invalidity thereof will not affect any of the other provisions contained herein. SECTION 13. EFFECTIVE DATE. This Agreement will be effective upon the Effective Date first stated herein. CITY OF ANNA Jim Proce, City Manager IN WITNESS WHEREOF: STATE OF TEXAS COUNTY OF COLLIN Before me, the undersigned notary public, on the day of , 2020, appeared Jim Proce, known to me (or proved to me) to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same in his capacity as City Manager of the City of Anna, Texas. Notary Public, State of Texas OAKWOOD VILLAGE APARTMENTS INC., a Texas limited partnership, By: OAKWOOD VILLAGE APARTMENTS INC, Managing Partner in Name, title IN WITNESS WHEREOF: STATE OF COUNTY OF Before me, the undersigned notary public, on the day of , 2020, appeared , known to me (or proved to me) to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he/she executed the same in his/her capacity as managing member of OAKWOOD VILLAGE APARTMENTS INC. in its capacity as managing partner of OAKWOOD VILLAGE APARTMENTS INC., a Texas limited partnership. Notary Public, State of EXHIBIT "1" PROPERTY DESCRIPTION DA - Exhibit 1 BEING A TRACT OF LAND SITUATED IN THE S.E. ROBERTS SURVEY, ABSTRACT NUMBER 786, AND THE E.W. WITT SURVEY, ABSTRACT NUMBER 997, COLLIN COUNTY, TEXAS, AND BEING ALL THOSE TRACTS OF LAND TO JY & KC LLC, (A LIMITED LIABILITY COMPANY) RECORDED IN INSTRUMENT NUMBER 20170608000746940 AND YOUNG KIM AND TIM MUELLER RECORDED IN INSTRUMENT NUMBER 20170608000747130 OF THE PUBLIC RECORDS, OF COLLIN COUNTY, TEXAS BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGINNING AT THE NORTHEAST CORNER OF SAID TRACT OF LAND TO YOUNG KIM AND TIM MUELLER AND THE INTERSECTION OF COUNTY ROAD 371 (A PAVED TRAVELED RIGHT-OF-WAY NO RECORD FOUND) AND COUNTY ROAD 369 (A DIRT ROAD NO RECORD FOUND); THENCE S 01' 29' 28" W, 3,020.79 FEET; THENCE N 88' 29' 00" W, 1,211.97 FEET, THENCE N 88° 24' 04" W, 595.03 FEET; THENCE N 00' 22' 19" W, 762.13 FEET; THENCE S 88' 20' S9" W, 967.26 FEET; THENCE N 00° 46' 25" W, 1,103.04 FEET; THENCE N 01' 17' 03" W, 1,185.56 FEET; THENCE S 89' 17' 12" E, 1,496.78 FEET; THENCE S 88' 41' 41" E, 591.09 FEET, THENCE S 88' 38' 16" E, 810.84 FEETTO THE POINT OF BEGINNING AND CONTAINING 7,817,617 SQUARE FEET OR 179.468 ACRES 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." Page 1 of 3 DA - Exhibit 1 BEING A TRACT OF LAND SITUATED IN THE MARTIN MOORE SURVEY, ABSTRACT NUMBER 649, COLLIN COUNTY, BEING ALL OF THAT TRACT OF LAND TO KAYASA HOLDINGS, LLC, RECORDED IN INSTRUMENT NUMBER 20190807000946750 OF THE PUBLIC RECORDS, OF COLLIN COUNTY, TEXAS BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGINNING AT THE SOUTHEAST CORNER OF SAID TRACT TO KAYASA HOLDINGS, LLC, AND THE SOUTHWEST CORNER OF A TRACT OF LAND TO ANNA HIGH SCHOOL ADDITION VOLUME 2011, PAGE 176 OF THE PUBLIC RECORDS, OF COLLIN COUNTY, TEXAS; THENCE S 87° 37' 19" W, 305.11 FEET; THENCE N 00° 42' 02" E, 349.90 FEET; THENCE N 89° 16' 32" W, 299.87 FEET; THENCE S 00° 43' 07" W, 365.55 FEET; THENCE S 87° 53' 01" W, 680.29 FEET; THENCE N 01' 16' 12" E, 1,825.73 FEET; THENCE S 89' 11' 16" E, 1,266.20 FEET; THENCE S 00° 42' 28" W A DISTANCE OF 1757.83 FEETTO THE POINT OF BEGINNING AND CONTAINING 2,177,993 SQUARE FEET OR 50.000 ACRES 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." Page 2 of 3 DA - Exhibit 1 BEING A TRACT OF LAND SITUATED IN THE F.T. DUFFAU SURVEY, ABSTRACT NUMBER 288, COLLIN COUNTY, BEING ALL OF THAT TRACT OF LAND TO OAKWOOD VILLAGE APARTMENTS, INC., RECORDED IN INSTRUMENT NUMBER 20171201001594200 OF THE PUBLIC RECORDS, OF COLLIN COUNTY, TEXAS BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGINNING AT THE NORTHEAST CORNER OF SAID TRACT TO OAKWOOD VILLAGE APARTMENTS, INC., AND THE NORTHWEST CORNER OF A TRACT OF LAND TO JOSE FACUNDO & JOSEFINA 0. FACUNDO VOLUME 4625, PAGE 759 OF THE PUBLIC RECORDS, OF COLLIN COUNTY, TEXAS; THENCE S 00° 31' 02" W, 245.38 FEET; THENCE S 00' 27' S1" E, 1,574.05 FEET; THENCE S 00' 24' 40" W, 868.25 FEET; THENCE N 89° 08' S4" W, 988.59 FEET; THENCE N 88° 50' 11" W, 851.70 FEET; THENCE N 00° 33' 18" E, 2,640.14 FEET; THENCE S 88° 27' S3" E, 34.21 FEET; THENCE S 01' 16' 12" W, 36.09 FEET; THENCE N 87° 53' 00" E, 813.02 FEET; THENCE S 89° 28' 03" E, 336.61 FEET; THENCE N 87° 39' 22" E, 628.19 feet to the POINT OF BEGINNING AND CONTAINING 4,837,814 SQUARE FEET OR 111.061 ACRES MORE OR LESS. "This document was prepared under 22 TAC 663.21, does not reflect the results of anon 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." Page 3 of 3 FILE PATH J.QOBWEG20002\EN ONING // ONMER GEVELOPER PLANNER I ENGINEER NANACAP RIB GRAWN BY MRB D REVIEWED BY DM cYrs` w+e xv �<,.,,,., I PELOTON OATS NGYEMBER4.M20 NORTH nog ano 19�f DATE RENBIONB onw.s. �xnzoi z Nov z]. mm ® � wuzn_r. znw cova '•••••: � ••••••.•"• NpVu GBMwcSu�E :••••• c[xzn[i.onw aniuoEnn ..� _.._.— MATCH LINE PAGE 3 I .................. - ............................................... MATCH LINE PAGE 2 SITE INFORMATION_ ZoNm: Pt-u - use COVJAERCIAL U)TJ— SINGLE-FAMILY SF-Z SF-60 W —1.0— 1wIN. LOT OFI•Tt1: 1N TOM M.AOIER OF LOM: M TO—MIMER OF — Ml MULTI -FAMILY TRACT BUILDING INFORMATION 6 4 'A 7 MATCH LINE PAGE 3 ............................. MATCH LINE PAGE 2 SHEMON 3 k �12 13 .4 14 25 :12 Its ITT T I 1 a 22 t It 16 m X11 PROPOSED LU 1 jw ANNA ISO• SCHOOL .-.�` SITE-,.-` 1, [im 14 1 w 21 12 -- --------- ........... --- ..... ------ ---- -----STREET .......... ------------- 4 . rI I - I — - d - — - ----- ------ ---- --- .-..1 1— . . .1 , 2 V Is 13 TOTAL# UNITS: SOD LLI 'i MUMt KM"T. 14 PARKING: R21 ED- 12 12 1'. t LEGEND Sm. TREET A --------'°W^'® cc -=0 0 Ew ............... ------------------ 7 ... --- -A X.... .. A,l r 7, S. -DA - EXHIBIT 2 PROJECTNO. MEG20002 OWNERS DEVELOPER PLANNER I ENGINEER CONCEPT PLAN FOR FILE PATH JJOM MEWODOZE�ONINMMOAOVVLLAONCEPT PLAN IF E KAYtM HOLDINGS LLC 27 APARTMENTS INCB4 OVERLOOK PL =I 84 OVERLOOK PL RYE, NY 108�5 MEGXTEL HOMES PELOTON NORTH RYE NY IOSSD41M 2701 CEDAR SPRINGS ROAD J—jj 'r I&KCLLC KIM YOUNG & TIM MUEULER 270BAMHERSTAVE OVERLOOK PLSUIM4DO SUITE700 ODD FRISCO STREET OALLAS, TX 75�790 RYE, NY IWSO�5 CONTACT: ZACH IPOUR FRWCO TEXAS 75033 PHONE:OII4111= CONTACT, 6AVID Ml-HOEFER ... MATCH LINE PAGE 4 I �„ „ ............. 8' WALKINGTR AIL. ••••4 MATCH LINE PAGE 4 MATCH LINE PAGE 3(TYP.)-' MATCH LINE PAGE 3 BLOCK Q2 1 4 LOT3PD ): BLOCK LOT 2Q2 t 211.3 AC. (PD C-1 10' WALKING TRAIL t 16.5 AC. toO i BUFFED 1\y BSTW too., 0 I BLOCK Q2 LOT 1 I t 9-5 AC SITE INFORMATION ZONING: POMU ! ' :_-�•' IANO USE: SINGLEFCOINFIERUCIgLFAMILY.d , �' _ _ _.......................- - ! _ ..- i �•P LOTARFA: 14,BE,TEIS SO. F. I SIMI I ACRES ! ,' �_�___- -_.. .. .._.. _-. - - .-• �N0]'09'2T'E 05]T4-.----_ --_._ - -__--- - -'� SINGLE-FAMILY --- STREETN -- IT........... I SF-Z SFAO I V ! iJ. " • .. '� I Nw I OL,I ! I t z 1t zz z '3 T 6' ° �10 _ ... MW LOT WIOIN .LOT WmTH. SKY I - - I I OT DEPTH. MINLOTOEPD+: 1. � I! cn Z I T 2 I T �. O ,• NO.— OF LOTS: 900 TOTALNUMSEROFLDTB: .1 I I ] I m MULTI -FAMILY TRACT BUILDING INFORMATION �- I �LH F m.:ae " TOTAL # UNITS: 6001�- BU0.01NGHDGMf: ]9TORIESNN{. BUIUIKr KEXST. -I-- K. WO O � 40, PARKING: REC RED: 12W PROVIDED: 122E SPACED ' I LEGEND ' w ' VV ------ raw r.wr j ts" 1 190 f ! t I ,1 a I z3 za - 10 WALKING TRAIL TT \ t (fYP.) 1\ z9 DA - EXHIBIT 2 3 MATCH LINE PAGE 3 t ............ ..... . ...MATCH LINE PAGE 2.............. ...� . % .1z I I HOLCOMBE 1-7 — 1 12 Ip STREET T O I tz So C F _.._...._._.._.. -T B i t9 _LL ,- Al'i 1 2 3 �B^ B 41 I'i L•I t 3 Tai,� I t3II Y 1) - . 34, It 1 , o 3 S,' IS B' WALKING TRAIL 13 OI (TYP-) \ .. i _ STREET L+ i IT ' 2 �T4 I ,/ 33a 1lt,t•1\\,,\\,'•,,\z `Iz9 NORTHFIELD' 24I i TO 44, Yv I I f z \ ;NJ.. \.1zz rst \•Ptn� '\\zs n. . B I I.�-'I S Z m '• \ t4 T -P \ ] ,,,, �/ � �O O+• \ `^ 1 u I i �. I� <3 F OH � \ wts. 19 t0 \ \r P\� 1a r Y->�— \ . ' : Lu OCY✓ O \ \ � � MATCH LINE PAGE 3 ]z .za a z B \ \ \\ \ B • • AG MATCH LINE PE 2 • '. I ao I, 9 I y '.' 14 B ; 38 ;• W t0 1S I ! ,10 I ILL i - T 3 S 0 O! ! IS ' 1#, 1a 13 1¢� it O- is t - 1 .-., ..... PROJECTNO. MEG20002 OWNERS DEVELOPER PLANNER/ENGINEER CONCEPTPLANFOR FlLEPATH JJOB% MEG200021ENPZONINGICONCEPT PLAN —ODD VILLAGE KAYASA HOLDINGS LLC 1 CAP RI DRAWN By MRB APARTMENTS INC 84 OVERLOOK PL 84 OVERLOOK PL RYE, NY 105OW345 II!II PELOTON �ANA_ REVIEWED BY DAK DATE NOVEMBER A. 2020 NORTH RYE. NY tOSBW]45 ME-TEL HOMER 2101 CEDAR SPRINGS ROAD LARr aoLVTlo _ DATE REVISIONS ,ev m JV 8 KC LLC NIM YOUNG 8 TIM MUELLER 21OBAWERSTAVE 840VERLOOK PL SURE TDO WLLAS. TK TBTOi 110G0 FRNECO STREETN SURE A. ""�"'�'e •^-'� -• 'S^ �� """"" NOV 23, 2020 NW 24, 2020 ADDRESSING IST R 2ND SUBMITTAL COMMENTS AGGRESSING 3RD SUBMITTAL COMMENTS 6MPRICBGIE DAUAS, TX T5W2 nOt RYE, NY 105800345 rFs ACT. CONTACT: ZACH (POUR FRISC0, TDV.S TSD33 PHONE: 469-2111800 M1"'''°"'Y1 snem ws """A"`•"� 9Tz4 'M CONTACT: DAVID KALHOEFER MATCH LINE PAGE MATCH LINE PAGE 5 ................ ................................ .............. o ............ .............................................. .................................................................. .................................................................... MATCH LINE PAGE 4 MATCH LINE PAGE 4 ........ -------------- - ----------------------------- ------------------ I ---------------------------------- - ---------- ----------------------- ------------------- -------- -------------- ------- ........ -------------------------------- -------------- -------- SITE INFORMATION - ------------------ ZON— P"u UND WE: Co m,,ML LOTAPE4: FT. 1 .1.111 ACRES -------------- SINGLE-FAMILY ---------- SF-Z SF-60 Mft LOT ml 1. MIKUOT—p MULTI -FAMILY TRACT BUILDING INFORMATION NI) TOTAL # UNITS: 600 BULDN--. 3 STOKES qu.—m M: 4S BLOCK Q2 MULT7AMILYU— PARKING: LOT $ kPD --K C REQU— 12NSPACES + 21.3 A PROVIDED: 1. —H LEGEND mg j ------ am -."'m - ------ - ---------------- ----------- a ---------4 r ----------------- -T CK Q2 BLOOT L 2 o (pD 16. t6'SMWASA LLEE ONRY C R 25'BUILDING SETBACK MATCH LINE PAGE 4 MATCH LINE PAGE 4 ................. �w� .. ... ... , I .. ............ 8' WALKING TRAIL --w ..... . ......... . . ....................... ......... . . ............................ ......................... ........... ... DA - EXHIBIT 2 MATCH LINEMATCH LINE PAGE 3 (TyP-) PROJECTNO. MEG20002 FILE PATH J— M—ZEN-ONINOCONCEPT PLAN DRAWN BY MRB REVI�ZORY DAK T OWNERS OAKYVODDVIU-AGE KAYASA HOLDINGS U.0 Ap TMENTs tNc 84DVER OKPL 84 OVERLOOK PL RYE. NY 10-15 DEVELOPER EGATEL �m. PLANNER/ ENGINEER liill PELOTION CONCEPT PLAN FOR LNLCLP�R1 DATE NOVEMBER 4. "20 NORTH RYE. NY ILMIK4N5 �l CEDAR SPRINGS ROAD I-- r DATE REVISIONS JY&KCU-C KIM YOUNG A TIM MUELLER 2708AMHERSTAVE M DVERUDOK PL SUITE7W DALLAS. TX 7=1 11=1R.123-CO TREET SUITE NOV I T & NO SUBM C... NOV .2 IEIIII� 11 ADDRESSING 3RD SUBMITTAL COMMENTS --E DAULAS. TX 7522�791)1 RYE NY 1D5�5 R ACT. CONTACT: �11 [POUR FRISCO TEXAS 75033 PHONE:--l- CONTACT: 6AVID KALHOEFER ..MATCH LINE PAGE 6 '--- --- -----STREET 12------- �2 • ---------- STREET H - ------ -- 34 14 ... .............. ...... 74 24 1 M MATCH LINE PAGE 5 7t�-H 4 Q LL i LU STREET N2r �,3 3 770,— L r 3 L-- -S REETJ2-- --------- . :71 73- 18 17 10 IS �1. 1.3. 1z -4— 12 e 4`1 :STREET1 M2 13 �l u 1- 23 E to z ii CO it ttl ul 10'TREE PRESERVATION IF14 13 Tl- EASEMENT N: 1I--_I�n1B _..-... 3n0 IR!'-I i;i;--}I� 3- !;t _. ' - ® tx• -:I_ 4T]. ql. Hitt ii 3 °,�-B ----1I� STREET P2---------- iT EXISTING TREES fi . . . . . . ... ----- --- -------- ----D1-Z Seel --2BSTREET----------- MULTI-FAMILY TRACT 3 4 S fi�I BUILDING INFORMATION to LU F- TOTAL ft UNITS: 600 r . 1 - ----- STREET El---- :-G— -DRIESHM. 14 k -7 - - --- - - - - - -- T U-N.-IfT. 4- IS 1 '71 PARKING: to RED IRED -SWES §7 VICINITY MAP _Vlo- 1..-Es DO 14 LEGEND to I- ". 13 SITE INFORMATION to Q I 1wu ZONING: P—u 21 JANDIJ.: SINGLEFAMILY.MULTH'.11. COM ERCIA- . ..... ... .. — to cxaF;TRAIL LOTARM: 14,So.l—SQ-.-i.111ACRSS i EXI 'L-----STRE rnoros IF SINGLE-FAMILY -A It TA1----- SF-Z SF-6D M—D— 1. —T.—K, 1. TOTALNUMSEROFt-S: 5.8 TO—NUMBEROFLOTS: 651 MATCH LINE PAGE ... ........ 1... .. ...... .... DA EXHIBIT 2 ...... ................,.1...:.............. . .................. ...... ........................... 7; MATCH LINEGE 4, 1 PROJECTNO. MEG211°02 FILE PATH J:JOffi M—DOZENWONINCoCONCUT PLAN OWNERS OAXWOODVILLAGE MYASA HOLDINGS LUC APARTMENTSINC 84 OVERLOOK PIL DRAWN BY 84 OVERUDOK'PL RYE, NY 10580430 REVIEWED BY OAK DAM NOVEMBER4.20213 DATE REVISIONS NORTH RYE. NY IOSBM345 N&KCLLC KIM YOUNG & TIM MUELUER ZMSAMHERSTAVE 84 OVERLOOK PL D SUB ITTA COMMENTS NOV 23 ' 2220 "RE. ISUB.—COMMENTS IM-ILAS. - 1-1-11 RYE, MY IOB-11 N 20 1 R .:�N SU NOV 24, 20 DO E N51913 B.— CO MEN'S 1 .14--1 3 . .... i MATCH LINE PAGE 6 MATCH LINE PAGE 5 ..................... -------------- 11 ------ STREET P-----i ........... I 'T 1. IS 14 43 1x I EXISTING --y 211 1 21 ---- ------STREET Sl -------- -- ---- 20 0 m 14 4 ------ ---- -7' W • 1 UWALKING TRAIL ----------------- - --- STREET TI -------- D P.) [STING -- _.._1_ _ BEES f 1 0 4 13 I. 2 m 24 23 17 1B iB 14 C, L-u 13 -------------- .... ..... 21 to11 4 - --- ---------- STREET El ------------------------------- - -------------- .............. 14 ......... ........... 15 03 IS Do to 14 M m m 13 (ING TRAIL— 3. YP.) N ...... .... MATCH LINE PAGE 5 ......................................... . ............................................. .................................. MATCH LINE PAGE 4 DEVELOPER PLANNER/ ENGINEER C.NCIEPTIINICNZ MEGATEL HOMES Hill PELOTON ANACAPTRI IL 2701 CEDAR SPRINGS ROAD [III LAMP fet uTle NB sulTE 7oD ....... . SUITE4. ,RISCO. TEXAS I— CO—T. AH ]POUR PHON --18130 CONTACT: DAVID KNUIOEFER SINGLE-FAMILY LEGEND SF- SF4i0 vir R.= m —SA MULTI -FAMILY TRACT BUILDING INFORMATION TA _ won• ,.,...., w,. wo.. ...a.�,.,,, ewe. xe.c '-• almseroxElcxl: 3s7msMVL ue0w6xsJw0 ar wAr I SITE INFORMATION wniaAucruxRs rm PARKING 20NING POMU f1r0e9E� IANp USE SWGIEF LYb PROVNfO cDinJuEgcwLIFFA3N10' WALKING TRAIL I ! �'+sI" ""• g6BMg6B I � .. ' ' (TYP ) ................................................ 1 inn• se 1 tz El4ab.ra II _FUTURE MANTUA ROAD lea sa •EI wAu - - -- - - -- _._.---_-.-- Ba'9a'10-E 910.B4 6 WALI°B'WALKING TRAIL `---- . I i (TYP.) .._.. _ ---. -- ----- 4 1 J 15 ._ EXISTING - _ _ _ii II 1; a'.. �' _.__•_ � Ij (, �.II� �J1 ssxi I I IIII !� zB ! 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MEGZMM OWNERS DEVELOPER PLANNER/ENGINEER CONCEPT PLAN FOR FILE PATH )JOB\ MEG20W21ENOZONINGICONCEPT PLAN OAKWOODVILLAGE KAYASA HOLDINGS LLC ARNACAPRI APARTMENTSINC a40VERLOOK PL IIIII DRAWN BY MR. 840VERLOOK PL RYE, NY 1080 115 MEGATEL HOMES IIIII PELOTON p REVIEWED BY OAK RYE, NY 10580J3a5 DATE NOVEMSER4,2620 NORTH 2]Ot CEDAR SPRINGS ROAD I � Y B KC LLC KIM YOUNG & TIM MUELLER 110KFRo ISCO'. EE SUITE 700TR DATE TR REVISIONSMLAS. Tr50 a ',�,•iw �,^ +;q� V '„ : M• + •a• ^"'LL^'� - ^"`^•�•'••'•• NOV 23, 20x0 AODRESSINC I IT 12NO BUBMNTAL COMMENTS DALLAS, TK T5225-TB01 RYE, NY 1050"US FRISCO. TEXAS 75033 x.cnx�.r�.ou �vc�nwn.vuw .. •^w^viiw' mwv'�"irvlu"0Ory`w•.a wr M.em^w.ui ev, r.en•� R6PnEss TAT,MR xrncr: CONTACT: 2ACH (POUR PHONE:463xi3-1000 NOV 24, 2020 ADDRESSING 3RD SUBMRTAL CoMMEN73 cIUPxK:6cALE ucx lPDuq CONTACT: DAVID KALHOEFER ..o••o• 2' .T'.5..� 4 I --"1 15 14 1x CI 11 10 B 4-- EXMIT DA-4 Development Agreement DEVELOPMENT AGREEMENT This Development Agreement (this "Agreement") is entered effective as of December, 8, 2020 ("Effective Date") between and among the City of Anna, Texas, a Texas home -rule municipality ("City") and Young Kim & Tim Mueller,(" Property Owners") as follows: RECITALS WHEREAS, the Property Owners are the sole owner of 84.00 acres of real property described in Exhibit 1 and depicted on Exhibit 2, (the "Property"); and, WHEREAS, the Property is presently under contract (the "Contract") to be sold by the Property Owner and purchased by Megatel Homes ("Developer"). WHEREAS, Property Owners have, at the request of Developer, applied to rezone the Property to allow for Planned Development -Multi -Use which will include the following zoning districts with modified development standards; C-1 Restricted Commercial (C-1), SF-60 Single -Family Residence District (SF-60) and, SF-Z Single -Family Residence District - Zero lot line homes (SF-Z); and, WHEREAS, the City's Planning & Zoning Commission and City Council have given the requisite notices by publication and otherwise and have scheduled public hearings with respect to the rezoning of the Property as required by law; and, WHEREAS, in the case of the Property being rezoned, the City and Property Owner desire to enter into a development agreement to establish development and design regulations to ensure that future development is appropriate for the area and fits in well with adjacent properties; and, WHEREAS, it is the Parties' mutual intent that this agreement shall govern only the subject matter specifically set forth herein and shall supersede provisions of Anna City Code of Ordinances and other regulations and adopted policies of the City (collectively, "City Regulations") only to the extent that any such City Regulations directly conflict with the terms of this development agreement; and, NOW, THEREFORE, in consideration of the above recitals and the mutual consideration as reflected in the covenants, duties and obligations contained herein, the sufficiency of which is hereby acknowledged, the Parties hereto agree as follows, effective as of the Effective Date: SECTION 1. RECITALS INCORPORATED. The recitals set forth above are incorporated herein as if set forth in full to further describe the Parties' intent under this development agreement and said recitals constitute representations by Property Owners, Developer, and the City. SECTION 2. DEVELOPMENT STANDARDS / BUILDING MATERIALS. With respect to all structures/development within the PD-MU Zoning District, Property Owner agrees to comply or to cause the builders to comply and any other successors or assigns to comply with all City Regulations and with the masonry material requirements and all other requirements of the Anna City Code of Ordinances, Article 9.04 Zoning Ordinance, Section 9.04.034 Supplementary District Regulations, Subsection (e) Architectural Design Standards and with the following standards (in the event of any conflict, the following listed standards shall govern). Nonresidential Buildings A. At least 80% of the exterior walls (excluding doors, door frames, windows, and window frames) shall use only stone, brick, and/or split face concrete masonry units in the construction of the exterior facade that are visible to the public. B. Other finishes and materials may be used at the sole discretion of the City Council if adopted as part of the site plan approval and if permitted by building and fire codes. C. At least 60% of exterior facades not visible to the public (excluding doors, door frames, windows, and window frames) are required to be brick or rock veneer. D. A maximum of 10% of any exposed exterior wall may consist of EIFS E. 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 & Zoning Commission. Multiple -Family Residence Buildings A. All multi -family buildings and structures shall have at least sixty percent (60%), for the first three stories of the total exterior walls above grade level, excluding doors and windows, and recessed balcony areas (should be allowed as plane break), constructed of masonry (brick/rock veneer) materials with no more than forty percent (40%) consisting of cementitious siding (Hardie products) or stucco materials. B. A maximum of 10% of any exposed exterior wall may consist of EIFS C. Roofing materials for buildings and structures must be architectural roof shingles, said shingles shall be accompanied with a minimum 25-year warranty. Under no circumstance shall three -tab shingles be used as roofing material. Single -Family Residence Buildings (SF-60 and SF-Z) A. Except as noted below, the exterior walls (excluding windows and doors) on the first -floor front elevation of any structure shall be 90 percent masonry and 80 percent on the second -floor front elevation. The total cumulative surface area of the remaining exterior walls (excluding windows and doors) shall be 80% masonry. B. A maximum of 10% of any exposed exterior wall may consist of EIFS. C. Second floor Dutch gable roof elements are not required to be masonry if set back at least 3 feet from the first -floor front elevation vertical plane. D. The masonry standards that apply to the front elevation of a structure as described in subsection (A) above shall also apply to any exterior walls on a structure that are: (i) adjacent to and face a public street or right-of-way; or (ii) visible from and located immediately adjacent to a public park, reserved open space or neighborhood common area, or an undeveloped flood hazard or drainage area that is also adjacent to a public street. E. Roofing materials of a structure may only consist of architectural asphalt shingles (including laminated dimensional shingles), clay and concrete tile, metal shingles, mineral -surfaced row roofing, slate and slate -type shingles, wood shingles, wood shakes or an equivalent or better product as compared with said materials. Should architectural shingles be used as roofing material, said shingles shall be accompanied with a minimum 25-year warranty. Under no circumstance shall three -tab shingles be used as roofing material. F. 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; V. Cast stone surround. vi. Eight -foot tall garage doors. G. All doors on the font facade of a residence shall be constructed of wood, iron, glass, and/or architectural fiberglass. M*0111ts]M1111111[oiliiW*3 Any and all notices required to be given by either of the parties hereto must be in writing and will be deemed delivered upon personal service, if hand -delivered, or when mailed in the United States mail, certified, return receipt requested, addressed as follows: To City: City Manager City of Anna 111 North Powell Parkway PO Box 776 Anna, Texas 75409 To Property Owner(s): Young Kim & Tim Mueller 84 Overlook Place Rye, NY 10580 SECTION 4. MODIFICATIONS OR TERMINATION. This Agreement may only be modified and/or terminated as follows: (a) by mutual written agreement of Property Owner and City; and/or (b) unilaterally by City upon default of the Property Owner. Notwithstanding the foregoing or any other provision of this Agreement, this Agreement shall terminate and be null and void if the City does not approve the rezoning of the Property to be zoned as Planned Development -Multi -Use which includes the following zoning district with modified development standards; Restricted Commercial (C-1), Single Family Residence-60 (SF-60), and Single -Family Residence - Zero lot line homes (SF-Z), as set forth in Section 9.04 of the Anna City Code of Ordinances, ("Zoning Ordinance"). The parties acknowledge and agree that the rezoning of the Property is a legislative act and that this Agreement does not bind the City Council to approve any proposed rezoning of the Property. SECTION 5. CLOSING. The Contract provides that the closing and funding of the sale of the Property shall occur on July 1, 2021, unless otherwise amended by the parties to the Contract (the "Closing"). Notwithstanding anything to the contrary herein, upon Closing and funding of the sale of the Property, Developer or its successors or assigns shall fully assume all of Property Owner's rights and obligations under this Agreement and Young Kim & Tim Mueller, its successors and assigns, shall be fully and completely released from this Agreement for all purposes, without the necessity of additional notice from or action by any Party. Nothing in this Section 5 shall serve to release any subsequent owners of the Property from the terms, conditions, and obligations in this Agreement. If Closing does not occur and the Contract is terminated, the City agrees to reasonably cooperate with Property Owner to modify the terms and conditions of this Agreement to accommodate any subsequent purchaser(s) and/or alternative use(s) of the Property. SECTION 6. DEFAULT. If Property Owner, its heirs, successors or assigns or subsequent owners of the Property, fail to fully comply with all the terms and conditions included in this Agreement (the "Defaulting Owner"), City will have the following non-exclusive and cumulative remedies. A. Withholding of utilities or withholding or revocation of permits and other approvals required for development and use of the portion of the Property that is the subject of the default (but no other portions of the Property) including without limitation building permits and certificates of occupancy. B. The Defaulting Owner, or its heirs, successors or assigns, or subsequent owners of the Property (collectively, the "Defaulting Developer Parties") shall be liable to pay to the City the sum of $2,000 for each failure to fully comply with the development standards set forth in Section 3 of this Agreement. The Defaulting Developer Parties shall be liable to pay the City said $2,000 sum per day for each day that such failure to comply occurs. The sums of money to be paid for such failure(s) is not to be considered as a penalty, but shall be deemed, taken and treated as reasonable liquidated damages that accrue per day that such a failure shall exist or occur. The said amounts are fixed and agreed upon by the parties because of the impracticability and extreme difficulty of fixing and ascertaining the actual damages the City in such event would sustain; and said amounts are agreed to be the amounts of damages which the City would sustain. Notwithstanding the foregoing, none of the Defaulting Developer Parties shall be liable to pay the liquidated damages that accrue under this paragraph unless there is a breach of any material term or condition of this Agreement and such breach remains uncured after forty-five (45) calendar days following receipt of written notice from the City provided in accordance with this Agreement describing said breach in reasonable detail (or, if the cure of the breach has diligently and continuously been undertaken but reasonably requires more than forty-five (45) calendar days to cure, then such additional amount of time as is reasonably necessary to effect the cure, as determined by both Parties mutually and in good faith but in no event shall such additional period exceed 120 days unless agreed to in writing by the parties to this Agreement). In the event of a breach that is not timely cured in accordance with this paragraph, the sum of liquidated damages shall be calculated to include each and every day of the occurrence of the breach beginning on the date that the City first provided written notice of such breach under this paragraph and the City shall not be required to provide a subsequent written notices as to subsequent dates or times during which such breach is repeated or continues to occur. C. In the event of a default, the non -defaulting party will additionally have any and all remedies available to it at equity or in law. SECTION 7. BINDING ON SUCCESSORS, AGREEMENT RUNS WITH THE LAND. Except as otherwise provided for herein, this Agreement will be binding upon and inure to the benefit of the parties' respective successors, assigns and personal representatives. This Agreement will run with the land and be binding on all subsequent Property Owners. SECTION 8. INDEMNIFICATION AND HOLD HARMLESS. THE DEVELOPER, INCLUDING ITS SUCCESSORS AND ASSIGNS (THE "INDEMNIFYING PARTY"), HEREBY COVENANTS AND AGREES TO RELEASE, DEFEND, HOLD HARMLESS AND INDEMNIFY THE PROPERTY OWNERS AND 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 ATTORNEY'S FEES RELATED EXPENSES EXPERT WITNESS FEES, CONSULTANT FEES, AND OTHER COSTS, ARISING OUT OF THE NEGLIGENCE OR OTHER WRONGFUL CONDUCT OF THE INDEMNIFYING PARTY INCLUDING THE NEGLIGENCE OR OTHER WRONGFUL CONDUCT OF ANY OF ITS 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 INDEMNIFYING PARTY 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 INDEMNIFYING PARTY AND THE CITY, THE INDEMNIFYING PARTY'S INDEMNITY OBLIGATION WILL BE LIMITED TO A FRACTION OF THE TOTAL CLAIMS EQUIVALENT TO THE INDEMNIFYING PARTY'S OWN PERCENTAGE OF RESPONSIBILITY. THE INDEMNIFYING PARTY 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 AS OF THE DATE HEREOF WHO HAS NOT SIGNED THIS AGREEMENT IF SUCH CLAIMS RELATE IN ANY MANNER OR ARISE IN CONNECTION WITH: (1) THE CITY'S RELIANCE UPON ANY OF THE INDEMNIFYING PARTIES' 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 design, construction or installation of any of the improvements to the Property or related work or undertakings, nor the means, methods, techniques, sequences or procedures utilized for the design, construction or installation related to same. This Agreement does not create a joint enterprise or venture between the City and any of the Indemnified Parties. This Section 8 will survive the termination of this Agreement. SECTION 9. RECORDATION. The parties may record this document in the property records of Collin County on or after one (1) business day after Closing and funding of the Contract. SECTION 9. ENTIRE AGREEMENT. This Agreement is the entire agreement of the parties regarding the subject matter hereto. SECTION 10. RECITALS AND EXHIBITS. The recitals herein and exhibits attached hereto are hereby incorporated by reference. SECTION 11. AUTHORITY. Property Owner represents and warrants to the City that the Property Owner owns the Property that this Agreement is binding and enforceable on the Property. SECTION 12. INVALID PROVISIONS. If any provision of this Agreement is held not valid, such provision will be deemed to be excised there from and the invalidity thereof will not affect any of the other provisions contained herein. SECTION 13. EFFECTIVE DATE. This Agreement will be effective upon the Effective Date first stated herein. Jim Proce, City Manager IN WITNESS WHEREOF: STATE OF TEXAS COUNTY OF COLLIN Before me, the undersigned notary public, on the day of , 2020, appeared Jim Proce, known to me (or proved to me) to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same in his capacity as City Manager of the City of Anna, Texas. Notary Public, State of Texas Young Kim, By: Young Kim By: Name, title IN WITNESS WHEREOF: STATE OF COUNTY OF Before me, the undersigned notary public, on the day of , 2020, appeared , known to me (or proved to me) to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he/she executed the same in his/her capacity as owner. Notary Public, State of Tim Mueller, By: Tim Mueller By: Name, title IN WITNESS WHEREOF: STATE OF TEXAS COUNTY OF COLLIN Before me, the undersigned notary public, on the day of , 2020, appeared , known to me (or proved to me) to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he/she executed the same in his/her capacity as owner. Notary Public, State of EXHIBIT PROPERTY DESCRIPTION. DA - Exhibit 1 BEING A TRACT OF LAND SITUATED IN THE S.E. ROBERTS SURVEY, ABSTRACT NUMBER 786, AND THE E.W. WITT SURVEY, ABSTRACT NUMBER 997, COLLIN COUNTY, TEXAS, AND BEING ALL THOSE TRACTS OF LAND TO JY & KC LLC, (A LIMITED LIABILITY COMPANY) RECORDED IN INSTRUMENT NUMBER 20170608000746940 AND YOUNG KIM AND TIM MUELLER RECORDED IN INSTRUMENT NUMBER 20170608000747130 OF THE PUBLIC RECORDS, OF COLLIN COUNTY, TEXAS BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGINNING AT THE NORTHEAST CORNER OF SAID TRACT OF LAND TO YOUNG KIM AND TIM MUELLER AND THE INTERSECTION OF COUNTY ROAD 371 (A PAVED TRAVELED RIGHT-OF-WAY NO RECORD FOUND) AND COUNTY ROAD 369 (A DIRT ROAD NO RECORD FOUND); THENCE S 01' 29' 28" W, 3,020.79 FEET; THENCE N 88' 29' 00" W, 1,211.97 FEET; THENCE N 88° 24' 04" W, 595.03 FEET; THENCE N 00' 22' 19" W, 762.13 FEET; THENCE S 88° 20' S9" W, 967.26 FEET; THENCE N 00° 46' 25" W, 1,103.04 FEET; THENCE N 01° 17' 03" W, 1,185.56 FEET; THENCE S 89° 17' 12" E, 1,496.78 FEET; THENCE S 88° 41' 41" E, 591.09 FEET; THENCE S 88' 38' 16" E, 810.84 FEETTO THE POINT OF BEGINNING AND CONTAINING 7,817,617 SQUARE FEET OR 179.468 ACRES 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." Page 1 of 3 DA - Exhibit 1 BEING A TRACT OF LAND SITUATED IN THE MARTIN MOORE SURVEY, ABSTRACT NUMBER 649, COLLIN COUNTY, BEING ALL OF THAT TRACT OF LAND TO KAYASA HOLDINGS, LLC, RECORDED IN INSTRUMENT NUMBER 20190807000946750 OF THE PUBLIC RECORDS, OF COLLIN COUNTY, TEXAS BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGINNING AT THE SOUTHEAST CORNER OF SAID TRACT TO KAYASA HOLDINGS, LLC, AND THE SOUTHWEST CORNER OF A TRACT OF LAND TO ANNA HIGH SCHOOL ADDITION VOLUME 2011, PAGE 176 OF THE PUBLIC RECORDS, OF COLLIN COUNTY, TEXAS; THENCE S 87' 37' 19" W, 305.11 FEET; THENCE N 00° 42' 02" E, 349.90 FEET; THENCE N 89° 16' 32" W, 299.87 FEET; THENCE S 00° 43' 07" W, 365.55 FEET; THENCE S 87° 53' 01" W, 680.29 FEET; THENCE N 01' 16' 12" E, 1,825.73 FEET; THENCE S 89° 11' 16" E, 1,266.20 FEET; THENCE S 00° 42' 28" W A DISTANCE OF 1757.83 FEET TO THE POINT OF BEGINNING AND CONTAINING 2,177,993 SQUARE FEET OR 50.000 ACRES 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." Page 2 of 3 DA - Exhibit 1 BEING A TRACT OF LAND SITUATED IN THE F.T. DUFFAU SURVEY, ABSTRACT NUMBER 288, COLLIN COUNTY, BEING ALL OF THAT TRACT OF LAND TO OAKWOOD VILLAGE APARTMENTS, INC., RECORDED IN INSTRUMENT NUMBER 20171201001594200 OF THE PUBLIC RECORDS, OF COLLIN COUNTY, TEXAS BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGINNING AT THE NORTHEAST CORNER OF SAID TRACT TO OAKWOOD VILLAGE APARTMENTS, INC., AND THE NORTHWEST CORNER OF A TRACT OF LAND TO JOSE FACUNDO & JOSEFINA 0. FACUNDO VOLUME 4625, PAGE 759 OF THE PUBLIC RECORDS, OF COLLIN COUNTY, TEXAS; THENCE S 00° 31' 02" W, 245.38 FEET; THENCE S 00' 27' S1" E, 1,574.05 FEET; THENCE S 00° 24' 40" W, 868.25 FEET; THENCE N 89' 08' 54" W, 988.59 FEET; THENCE N 88° 50' 11" W, 851.70 FEET; THENCE N 00' 33' 18" E, 2,640.14 FEET; THENCE S 88° 27' S3" E, 34.21 FEET; THENCE S 01° 16' 12" W, 36.09 FEET; THENCE N 87' 53' 00" E, 813.02 FEET; THENCE S 89° 28' 03" E, 336.61 FEET; THENCE N 87' 39' 22" E, 628.19 feet to the POINT OF BEGINNING AND CONTAINING 4,837,814 SQUARE FEET OR 111.061 ACRES 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." Page 3 of 3 EXHIBIT "2" CONCEPT PLAN FILE PATH J.UQMMEG20002,ENTZONING // v ONMERRI 1EVE101- PIER I ENGINEER �ANACAPRIn .RA— BY MRB D RENEWED BY DA R�E.R,, M PELOTON yeaDATE N—MBER k202(1 NORTH nn, DATE RENBIONB wuns,nmmi ^.. ORMXIGSutE ^+�•�� wrnnci.on�m wuXat,[n µre �.m MATCH LINE PAGE 3 ..................... ew .......................................................... ..... MATCH LINE PAGE 2 MATCH LINE PAGE 3 .................. ............................................ MATCH LINE PAGE 2 itzzi 2.4 A SHELDON SITE INFORMATION ZONING: P"u 0) 1 IT! I 1 1 3 a LANG USE SINGLE FAM LY MULTH'AM LY, S N, 24 IT! �GSU, EROAL LOT Q, FT.1 .1.1 I —ES 27 S 21 SINGLE-FAMILY Fins SF-Z SF-60 MIN. LOT OEPtH 1. MIN. LOT DEPTH: O,T 25 TOTAL -- OF — — TOTALNUMSE—L.T.: B41 PROPOSED Iw 4 w ma MULTI -FAMILY TRACT ANNA ISOOIL SCHOOL 14 BUILDING INFORMATION SITE L- LLL 7— TOTAL IS UNITS: 600 NT. US.N.HIES3117: ---------- ------- -j----,---STREET C -------------- —T ------------------ —..T, 4 2 3 IS IS 3 14 m— uwln 14 PARKING: I-S—S p— IM SPACES ISIT 18 �1. 14 1 < ...... ..... IS . LEGEND i ----- --- --------- STREET A-- ---- -- j I IA - : I w �. UM ------ mn - ------ ........... . .... .......... Wff we",= q t DA - EXHIBIT 2 PROJECTNO. MEMI302 FILE PATH J�013% MEG20DOZENTZONING%CONCEPT PLAN DRAWN BY MRS OWNERS OAKWOOD VILLAGE KAYA A HOLDINGS LLC APARTMENTS S4 OVERLDOK PIL 84 GVERNWO'KTIL RYE. NY JOS11-5 DEVELOPER EGATEL HOMES PLANNER/ ENGINEER PELOTON CONCEPT PLAN FOR LN�LCffiRl REVIEWED BY DAK DATE NOVEMBER4,2D2O GATEREVISIDINS NOVD IST!�D.LBMITTA COMMENTS HORNE' A'.'.!.22.:NG 5ND SUBMITTAL COMMENTS NORTH —S—E WE. NY —S�5 JY & KC U-C KIM YOUNG & TIM MUELLER 2709AMHERSTAVE 84 OVERLOOK PIL DALLAS. U 75225-701 E_=105�345 2701 CEDAR SPRINGS ROAD SUITE 70D OALUS. TX 1-1 CONTAEP. �H IPOUR LAIIN D SOLUTIONS RISCO STREET SUITE4130 FRMCQ, TEXAS ?5D33 Co PHON -46941�1800 NTACT: DAVID KALHOEFER ..M�LINE PAGE 4 .................. ......MATCH......... MATCH LINE .. SITE INFORMATION co"wAMILy.& UD—Ek MjM,nIA SQ. -- SINGLE-FAMILY STRE -t7 -11-z -1-1 M:NAOTIM— M-0—TH: 2 ca M A.T.— 1w NIN. LOT OErRIt 1. NUMBER OF U.- 5 TOM NUMBER OF 0TS: WI m MULTI -FAMILY TRACT 4 BUILDING INFORMATION 7 TOTAL # UNITS: 60D BIIBOWG HEIGHT o qo� I I PARKING: LEGEND i ILL -- -- ------ - ------ - 7- ff Z. Aim ...... 10' WALKING TRAIL .. ............. ....• B'WALKING TRAIL --W Ty P.) BLOCK Q2 LOT 2 (PD CA2. 16.5 2 la IT L............ 7 ... d,x_j ---------- ........ ... T 4. 1 ii I —1 •8'WA] 3. 37 p -T 21 DA - EX MATCH LINE PAGE 3 HIBIT 2 MATCH LINE PAGE 2 ........... PROJECT NO. MEC== OWNERS FILE PATH J:JOffi ME0200021EN NINGICONCE" PLAN OAK-30DVILLNGE KAYASA HOLDINGS LLC DRAWN BY MRS APARTMENTSINC N OVERLOOK FIL N OVERLOOK PIL RYE, NY IMI00,15 REVIEWED BY GAK RYE, NY 1058030p DATE NOVEMBER4,"20 NORTH "&KCI.LC KIM YOUNG & TIM MUELLER DATE REVISIONS 2708 AMHERST AVE N OVERLOOK Pl. OVZI N N � 1ST&DSUBM COMMENTSDAULW.TK7M�7901 =lw�s NOV 2.20 ADDRESSING 3RD SUSMrrFAL COMMENTS MATCH LINE PAGE 4 ... .......... .......... . ........................ ..................................... .1 ; ............... NE .BLOCK Q2. LOT 3 (PD 21.3 P ................. .. ------ ----- -- I ; �3 2 41 um 1 13 HOLCOMBE ---j --------- STREETI -------------- 3, 1 — ---- ------ 1 22 J, U� Uf STREET L A NORTHFIELD t. .20 IS Lu 4 r' MATCH LINE PAGE 3 .......... .... .................................. MATCH LINE PAGE 2 DEVELOPER PLANNERI ENGINEER CONCEPT PLAN FOR MEGATELHOMES P E LOT 0 N 27010EMRSP INGSROAD SUITE 7W 1/000 SUIM40 FRISCO. "M CONTACT: — [POUR PHONE: CO 1AIT&. DAVID KALHOEFER 2 4 11 6 0 11 1 8 :1 jr.' 14 MATCH LINE PAGE 5 MATCH LINE PAGE 6 ................................ .......... m ..................... . ....... ............. ...... I. ...................... ....................................................... ......... ...... ................................................... ... --- MATCH LINE PAGE 4 MATCH LINE PAGE 4 iz�j L- 4'� ---------- -m ff ......... .. ------------ ------------------ ----------- ---------------------------------- ------- dff� ------------------ - :7-: T VICINITY YAP .................. ------ ------ ----- --- i " -- --------------- ------- ......... SITE INFORMATION .... P—O SINGLEF"ILLMULTWA ILY.& Co mcm L.TARE4: SINGLE-FAMILY SFZ SF -60 — LOT mo— IN. HOT .1 MIN. LOT DEPTH: —NUMBER— 1-143-1015: Ul MULTI -FAMILY TRACT % jilwilwll�l,*lw" ........ . ;� BUILDING INFORMATION TOTAL# UNITS' 600 IN,11A. —N. BLOCK Q2 LOT 3 > PARKING: WD C-'I) —K PROVIDED: I — LEGEND ----------------------------- ------------------------- O 4: i BLOCK 02 • LOT 2 0 OG (PD C-1) 16.5 AC;. 6 So" Ry MA REEN LU WALL I 25'BUILDING SETBACK (IT" I I�p MATCH LINE PAGE 4 MATCH LINE PAGE 4 ...... ........ .............. . ..... ..... . .... B'WALKING TRAIL ...... ....................... . ........................................ DA -EXHIBIT 2 ................ i MATCH LINE PAGE 3 "2' (TYP.) MATCH LINE PZUT PROJECTNO. MEO20002 RUE PATH J,JOBkMEGHDOZElVTUDONlNGkCONCEPTPLAN REVIEWED MRB REVIEWED BY OWNERS 0—ooDVIULpGE KAYASA HOLDINGS LLC APARTMENTS INC IN OVE LOOK PL 84 OVERLOOK PL RYE NY 1068-5 DEVELOPER MEGATEL HOMES PLANNER/ ENGINEER P E LOT ON CONCEPT PLAN FOR OILN�4CL�Rl ------ DATE NOVEMB 4,2020 DATE '212 � DDRESSIIST&2NDSUBIAR�?4 LCOMENTS NOVN2222O DDRESSING3RUSUBVI—DYMENTS NORTH RYE, NY 'Y' KC U.0 KIM YOUNG & TINT MUELLER 27D8 MHERSTAVE 34 OVERLOOK PL DALLAS. TX752254901 RYE, NY 1055"345 2701 CEDAR SPRINGS ROAD SUIT 700 COMITACT: �H POUR SURE FRIS 0. TEXAS 7503 PHONE:-2-18011 CONTACT- DAVID K I-HGEFER . . ..... MATCH NE PAGE ------- STREET 12 ------------ ................ 4 . . .. ....... ..... . . ......................... MATCH LINE PAGE 5 31 �3-33 tiIRI=FT H17—• MATCH LINE PAGE 5 31 3 4 ly ---- ------ STREET ------------------ w • 3. 1 2 4 STR ET N2-1 t13. 12 11 E w IT I� ,770, I m -STREET J2 ... .. .. ... 7 2. [Ii'� !-T t. 2 —`4 5 7 -8 9 ............. > DO ------------- 5 rrrr 10 'IT U, Is �14 12 4 1.10 DO �1� "26 0 w c LU STREET M2� --------------- LU LU LL w- 9 2 3 LLI0 I ------- J� I .. .... 17 !i w ---STREET fi� -t---- —Cl ... ......... w -------------------- STREET Tl --------- 10'TRE T WAKING TRAIL I -T PRESERVATION PRE! : " EASEMENT I "I I U? ------- 11 111 11 14 I� 12 4 ------ • 2 7 1 1. 3 STREET P2 4i 10 IA 14 16 1 -XIS, ING W. TREES ------------STREET DI;-- - -- _-j -- ---------- - ISTREET Ul---------------- --f� L4 MULTI -FAMILY TRACT --y 4 IS a 4 7 8 1- BUILDING INFORMATION tj LU 17 2i, 11 14 ! i 6' "D SC—N 1 TOTAL UNITS: BOB L -T . ... ..... ------- STREEUT 1 13 ------ STREET El --------- -------------------- ID 45' - -------- ........ .......... . IS- ------------ - MULTIFAMILY U • PARKING: oa 1, 2 Is IS j VIC�IN[T�MAP —D. 8MCE5 14 LEGEND IT, 4 —W LU 4 LU SITE INFORMATION "vp-- —INQ PD.Mu I 10''WALKING TRAIL — LAND USE SIN —FAMILY. MULTVA ILY. COMMER AL w UITAR� 14,BEBT—S0. _ 1.1341.11TACRES TRAIL EXRISET�ING,, 1 21 .7 S 22 T� E :*, SINGLE-FAMILY mq� 1 7 , , .. ......... u I-ILL STREET I'll - - a, L i SF-Z SF-60 . ...... . mu- L ------- MIN. LOT WID- 1.. .1 B- - ...—D—: 1w MN.LI 1. TOTAL NUNBER OF LOT6: TOTAL.- I LX -�. MATCH LINE PAGE 5 MATCH LINE PAGE 5 ........... .......... ...................... ; ...... ..................... .. ..................... .................................................... ............ DA -EXHIBIT 2 ........ ........ MATCH LINE PAGE 4 H LINE PAGE 4 1 PRQ2ECT NO. MEG20002 FILE —11 J,IDMMEG200D21ENTVS)NIN CONCEPTIPLAN DRAWNBY mks "T OWNERS CAOMOOD VILLAGE KAYASA HOLDINGS LUC APARTMENTS NC 84 OVERLOOK PIL 84 OVERLOOK PE, WE, NY1058041345 DEVELOPER MEGATEL HOMES PLANNER I ENGINEER PELOTON CONCEPT PLAN FOR AN CAPRI REVIEWED BY DA( DATE NOVEMBER4.20213 NORTH RYE. NY I.— S 'Y'KC LUC KIM YOUNG & TIM MUMULER CEDAR SPRINGS ROAD SURE 700 GATE REVISIONS DDRESSING I ST & 2ND SUBMITTAL COMMENTS ADDRESSING 3RD SUBMITTAL COMMENTS ..P.ICsutE 2708AMHERSTAVE 84 OVERLOOK PIL DA—S.TI(7522�791I RYE, NY 101M�3345 RBP Acr.CONTACT: 'UA!I. U 76201 ZACH FOUR MISCSU 4BB 0, � 75033 PHO Co DAVID KAUAOEFER ,T!= SINGLE-FAMILY LEGEND SF-Z SP40 -Rrw w alrvn uA � NN.LaTwIa,R .B EB„LDTwm,„ 40 ----' ,:,,..... �e,�'... -•-•- ,asap _ - wx.LDresr,H ,ar Nm.Lar vEPTlc ,m' ----- 84.0`, --- mom. ----- ME - OF LDTa: Glreen MULTI -FAMILY TRACT BUILDING INFORMATION ewmi yr wwwii �i �°e, �wiu'�•i -�� °�•""�" •••••'^'�'e'�'°'�� �w�w' ° � ' VICINITY MAP TOTALN UNITS:800:rir.^ ixm viT.cE•g eINNE..,S BVYNTOTAL# Bul➢NOHHf r+: J5 I I ' SITE INFORMATION '''ALT"11LY0M's PARKING: ' zONNG Po.Nu 1aMas 0 W.D U6E: SIALIEF NVIiFFAMIY,d vRWDFD. , j - IAFBcwL 10' WALKING TRAIL LaTAREn u.ese.,slssq. Pr.l}lviil aCREs dl#>m (TYP.) IL._.._.._.._.._.._.._.._.._.._.._.._..___.._.._._.._.._.._.._.._.._.._.._.._.._.....__.................................. _,•,;.. I sea•1r,z•E f4ae.re _ -_ __ --_ FUTURE MANTUA ROAD ° NRY ! -_-------Spp'41'41•E __-_-_SBa•4, 41•E 901.13 _ 6' WALKING TRAIL 1 2 a 4 EXISTING- - _ I 18\ tRo �•i� i TTREESTES.G RESTREETA2______-__________________ ._ 10'TREE ! I zr I i s I 1"----------STREET Kt---- .._. .._.. .._..._.. _ _ PRESERVATION ' ! .n� z ] a EASEMENT M '. , .1 �= 2e , I ;; •• .. - e 10' WALKING TRAIL (TYP.) 14 u rz 11•10 e a I I i L .._..._.._. CA] •�! - iI! i s...• ® ^ ! Ii-B- W STREETB2 JN -..... dSTREET JI} -; i STREETJII 9 _ _ _ i i I I i q.�. ,T ie EXREESISTING ui ', r T 14 1 12 11 10 a p N i. I p m �' •'1 1, 1 _ I I i 10'TREE - PRESERVATIO€' �c r--_.. .._. ._._. .._ _ _ EASEMENT' -,STREET C2 1 1 I' i a I i l F _ -� 12 I• 0 ` - -1I 4L- I ............ I STRE- _ _ _ 1 1 z z� ,z I {{ I u 14 ICI IwaLi� p /iI .•-'g I I I 1. � 11 I i 1 1, L I T I B ;`6 i 1 f m iB 18 1T 18 15 14 1�1 i E r 'STREET D2 .. -I- STREET ' to T D2 F _ 10'WALKING TRAIL -'T i f9 1a. 1T e s1. 1] I ! I e 2ti ! :.. 1 j ` 10' WALKING TRAIL 12 ' (TYP O '• of z a I B -1• a _ . 4 z1 ] s e T 6 2a�21 T2 79 L 75 2e 2> B x]p , ICIS mlI!_ 2-- 1s 14 a n I - f` � - az -S BEET 12'-- 1 IAAsa MATCH LINE T DA-EXHIBIT2 iiI I; F - -T;:' ..ice... S s• �sli� 3s2, it • TREET Hht-- -- --}__-------_-- _- -_ PROJECT No, MEGM OWNERS DEVELOPER FILE PATH JJOSI MECROBOAENTVONINGICONCEPT PIAN (� y OAMNOOD VILLAGE KAYASA HOLDINGS LLC V REVIEWED MR. APARTMENTS INC MOVE LOOK PL "OVERLOOK PL RYE, NY 1058O 5 MEGATEL HOMES RENEWED BY DAK RYE. NY 10580 345 2TOt CEDAR SPflINGS ROAD GATE NOVEMSER 4, m2D NORTH JY p KC LLC KIM YOUNG & TIM MUELLER SUITE 700 DATE REVISIONS 2700AMHERSTAVE e4OVERLOOK PL DALLAS. TK.2.1 NOV 23, mm ADDRESSING IST&2ND SU8MIfiALCOMMENTS DALIAS, TK 752254901 RYE, NY 105E US NOV 24,mm ADDRESSING 3R0 SUBMITTAL COMMENTS cRAPHr SOLE eE. ESExrAIgxrAcr: CONTACT:ZACH POUR 2 3 4 fi 15 14 to :12 11 10 B I - t i 4 5 p T ___ _ ' ] S 9 "l,iQ 11 I ! i TK1-_______________________--14 1 1p I • m 1a 1e n 1p • is 14 ! - 2 �'] 15 e [.+-II T B e 10 11 13 L. t1 .STREET Nt -_ __ _ __ -i F _. - - - ._ _.._ _ ,e to3 1 IOI 1 zo l 16 T 1e 1s 14 � I I t._--_ i fn I 7' I ] Is li}}jjII ee e m , 1I 3 i j R I. L-a - �.._.1_.,. - O • v 3 — —_—' STREETM7 _---- 2 34 6 e� 1 p B ',0"• 11 1a j I I ............... 22 21 m. 10 p 9 1p 15 1] + i l - 14 ! i :~ 1 STREET q1 - I z', le 1T 1S is H 13 ! 4 I s© 1 s MATCH LINE PAGE 6 ....d pS .d. . �. .B.. . B •ta• , 12..E } ..L....... :....A .,jp....................... MATCH LINE PAGE 5 PLANNER/ENGINEER CONCEPT PLAN FOR P E LOTO N ANAC A,R as STREET Ne 11000 FRISCO STREET ,......,. FRISCO. TEXAS 75.3 PHONE:-1-0 CONTACT: OAVID KALHOEFER w.eo. EXHIBIT E Home Buyer Disclosure Program Developer for the PID(s) shall facilitate notice to prospective homebuyers in accordance with the following minimum requirements: • Record notice of the PID(s)in the appropriate land records for the property. • Require builders to include notice of the PID(s), as provided by the PID Administrator in addendum to contract on brightly colored paper. • Collect a copy of the addendum signed by each buyer in the PID(s) from builders and provide to the City. • 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 at the entrance to the development and in all model homes. • Prepare and provide to builders an overview of the PID(s), with assistance from the PID Administrator for those builders to include in each sales packets. • Notify builders who estimate monthly ownership costs of the requirement that they must disclose Assessments separately with estimated property taxes. • Include notice of the PID(s) in the homeowner association documents, if applicable, in conspicuous bold font. • The City will include announcements of the PID(s) on the City's web site, with a link to the PID Administrator's website with a searchable database for use by property owners, title companies, mortgage companies, or other interested parties. • The disclosure program shall be monitored by Developer and PID Administrator, and shall take appropriate action to require these notices to be provided when one of them discovers that any requirement is not being complied with. E IIBI. ................ Ferguson Parkway Impx veoitaf 20. / OR HORTON-TEXAS LTO / 20210212000310470 ELI W. WITT SURVEY A-997 3 ANNA TEXAS LAND LTO L E G E N D O 20140710000750570 - R®NP FWNO - POR. 0 xT6 EF RE.y xIWHO - I so'Row' TRACT 4 pUA c,o m 40' ROW DED. 0.590 Ac. N 7251'21- IN C4F------ — — — — — — — -- — — — — — — — �r CAY 1/2- CRIF ; > 'as.' A6PROi.LOCd gL -: Proposed Rosamond ROW o _ (by others) C2 Li 67•= 50' ESMT AND ROW _._ TO CROSSTEX NORTH TEXAS PIPELINE -120' ROW" - NT FOR NATURAL GAS 2005-016969. r 3 w h ,IONIC INVESTMENTS LLC 20150605000666010 o :o R=1140.00' R=1260.00' L=39.51' L=43.66' CD=N 0017'00" E - CD=S 0017'00" W CL=39.50' TRACT 3 CL=43.66' ROW DED. NAYASA HOLDINGS LLC 20190807000946750 2.884 Ac OR HORTON-TEXAS LTD " {20' ROW. 20210212000310470 0 o W ro In >xz >N$A _ �f 0 50' ESMT AND ROW TO CROSSTEX NORTH TEXAS PIPELINE - FOR NATURAL GAS C 2005-0169694 N 89'23'38' E PNc'1r 5/6' ORF 3=13*06'50" I R=1140.00' N 89'23'38" E L=260.93' 120.02' CD=S 0811'11" E a CL=260.36' n 6)Z r H n It "�1 o Io O R 3=O'S8'25° - R=1260.00' TL L=21.41' CD=S 14'15'23" E CL=21.41' CA PARTNERSHIP LTD 20020214000237330 ( ]=1439'S6" L=322.5O o CD=S 06'26'13" E lZ p ? CL=321.63' f r 11 - 11 m 0 �� `o 15 N � O OA O O JOHN ELLETT SURVEY -�' A-296 N 01'16'34" E 5/8" CRF PEB0. 'WA WRVENNG' N 88-54'18" W_ 40.12' N 89'14'43" W_ R1.001111 NWES IP 33.86' 2020011700DO763M N 0116'34° E_ 36.17' TRACT 1 ROW DEC). 0.682 Ac. 3 20' ROW MARTIN MOORE SURVEY A-649 KAYASA HOLDINGS LLC 20190807000946750 1" RF COUNTY ROAD 370 NEI - vArvsx us GAMOD M LAGE APARTMENTS INC 20171201001594200 S 87'53'54" W 46.30' LINE TABLE UNE I REAPING DISTANCE Lt I S 89'Or47" E 48.61' CURIAE TABLE DELTA ANGLE ARC LENGTH LON z'48.2a' 61.75' S 00V7 3'35'22- 71.42' N 89L4 25+'19" 57.81' S 00'IV 0 120 240 SCALE: 1"=120' CURN£ RAOIM9 G ON C2 11-W' '31- E. 71.41' U t140.00' 36' E. 57.8T TPA 140 E Sewing, ooeee W Teeee COOlelnete Sptem, N,,th Ce Vol zone (4202). T. 'a3. 2 0—tim 6 m06e 10 091nd u�WOea Of lne eurveY. It le not tmme , Im t a0ltiW M u ions oc ent owner. G6,A CWWItWt., LLC. On6 Pe 9urvepr anal not De IIONe /Or y un0u81uixa6 eee Hm 1 3. s"�,�e��ss mme n .estyatmn ar n6ee en6enta P.rn rW Wwor eH rc" Vislire F is flue a+asnee, a Wr Oma rOctz rn0t"w Ocolmte oeatrOd of title m0y EiaUOss. Overall ROW Exhibit Proposed 120' Right -of -Way Tracts 1-3 5.783 Acres Total in the JOHN ELLETT SURVEY, ABSTRACT NO. 296 MARTIN MOORE SURVEY, ABSTRACT NO. 649 ELI W. WITT SURVEY, ABSTRACT NO. 997 CITY OF ANNA COLLIN COUNTY, TEXAS The John R. McAdams Company, Inc. 111 Hi1Lv'. .75 Lewisville, Tev97 75057 972. 436. 9712 201 Country Urow Drive Roenake, Tezes 76262 WA7�� 940.240. 1012 DAMS TRPE:'9762v SFUS 10194440 www �em�W.Wm DRAWN BY: JS DATE: 7/30/2021 SCALE: V-120' JOB. No. MEGA 202131 .1. I. - -xz 't mna U� a3n o{pm I JY & KC LLC I I 20170608000746940 I 120 0 120 240 SCALE: 1 I I I N 88'20'56" E_ 40.01' I I TRACT 5 1 I 40' ROW DED. 1.290 Ad. 1 3 i JY&KC LLC 2017060MM746940 LINE TABLE LINE I BEARING I DISTANCE t1 I N 89074T W I20.t9' CURVE TABLE OUR. I RADIUS I DELTA ANCLE ARC LENGTH LONG CHORD C4 120.00' 1 —03" 1 19.82' I 1 N 89-34'50" W. 19,82' CS 128D.00' 1111'09' 1 -do' S 89'03'3i A. 40.00' OR HGRTON-ME AS LTDo _ 8 88'24'0T E '0210]1]0003I000 40.15' � L2 — N 0034'00" W 20.17 ;w1• C2 L1 / F12D.R.W- DR HORTON-TEXAS LM 202102120003104]0 S. E. ROBERTS SURVEY A-786 ANNA TEXAS LAND LID 20IQ71MW750570 - e CT 4 3� ROW DED. IO AD. N 72'S1.21" IN 141.23' N a 8- N 1/2- CRIF JBI ...dB:S.RdaY�LC�HfWL.!,2 a Proposed Rosamond ROW - - _ (by others) 50' ESMT AND ROW TO CROSSTEX NORTH TEXAS PIPELINE FOR NATURAL GAS n 2005-0169894 J. C. BURGE SURVEY LAURA DOWNS A-106 19940310000236490 S 89'17'15" E COUNTY ROAD 371 80.02• R Y uu8 XX - - S 89'17'15' E 470.49' JY&KC LLC 20170608=746940 MATCI-ILINE L E G E N D R®R_0 NO ES I. Bwings 6dsm en Tern, Codelndte System, Norin Control Zane (•202). 2. Oed—non I, mode to ill- 1.— of IHe .1.1 It 1.not Vdnaf— 1, to dd41-1 h,.1 done or e—Ax—t o CdcA c--pant,. LLD, and INe -- .NNI not 5e .'. for y seere undumorixed uNot. 3. 5ury Ne. made n .eatigntwn ,r + dependent .e A fw as m e„=d, a ,m5.pnee,. e.eena, w v nlner — men 0pot 1— pea as of Utle'm y dim—A Overall ROW Exhibit Proposed 80' Right -of -Way Tracts 4-6 6.710 Acres Total in the JOHN ELLETT SURVEY, ABSTRACT NO. 296 MARTIN MOORE SURVEY, ABSTRACT NO. 649 ELI W. WITT SURVEY, ABSTRACT NO. 997 CITY OF ANNA COLLIN COUNTY, TEXAS The John R. McAdams Company, Inc. 111 Hillside 7 Lewi7 Texas -75057 972. 436. 9712 201 Country View Ddw Roanoke, Texas 76262 MCADAMS6PE: 940, 240, 1012 19i3 TBPLS: 10194440 ww,�mnn°°a>�w Dom MEGATEL DRAWN BY: 8C DATE: 08/3/2021 SCALE: 1"=120' JOB. No. 2021310076 EXHIBIT G Laguna Conceptual Depiction ANNA HIGHSCHOOL Y_ 011 TYPE-C, g� SSTORY- Q� SlidesWater 3 ts Stage and Even ♦T e r r 1! 119 TYPE _ - 1 SIO'R r ttPE JO Swim Up Bar �. LP1000N `3sToaY�' �i giSnPE E — 3 STGRY-- Mechanical 6 C ST ;i4-0 PgRKWAV EXHIBIT G1 Laguna Components and Timing COMPONENTS A Laguna area 1 Laguna with min 2.3 AC water surface 2 Minimum (2) sand beaches - one of which may be restricted to use by property owners/club members 3 Rentable Cabanas 4 Rentable Paddleboards 5 Swim Up Bar 6 Splash Park for kids 7 Event Venue 8 Outdoor Stage 9 40' Slide 10 Removable Volleyball Court 11 Flow Rider B Minimum Approx. 30,000 SF entertainment commercial building 1 Restaurant with one commercial kitchen 2 Adult game area 3 Teen arcade 4 Kids inside play area 5 Bowling Alley - 4 lane 6 Yoga studio 7 Gym - which can be restricted to use by property owners/club members TIMING All timing contingent on Sanitary Sewer easement and Road ROW from City A Laguna and Entertainment District 1 Site Plan Submittal Within 180 days of DA approval 2 Construction plan Submittal Within 180 days of Site Plan approval 3 Completion of Laguna/Entertainment District Within 24 months of all building permits, subject to extensions set forth in Development Agreement B Lot Development Phase 1 Within 365 days of approved plans and preconstruction meeting All other phases As reasonably quickly as market demands NOTE All Days are business days for construction; all timing contingent on sanitary sewer easement and roadway ROW from City EXIMI.T H . Laguna Parking Standards LAGUNA PARKING REQUIREMENTS The parking requirements for the Laguna are unique in that many of the single-family residents will walk, bicycle, or drive golf carts to the facility. Additionally, the adjacent multi -family residents will have their own parking lot within the multi -family project and will simply walk to the Laguna. The majority of the visitors to the Laguna will stay from 2-3 hours, with a morning, afternoon, and evening cycle of visitors. The parking requirements will be calculated utilizing the following: • The Laguna capacity will be based on beach size, with 15 square feet of beach assumed for each visitor. • The beach capacity will be "cycled" 2.5 times per day. • One parking space will be required per every three visitors. An example calculation: The total beach area will range between 20,000 — 30,000 sf. • 25,000 sf of beach divided by 15 sf per person equals 1,667 visitors per day. • 1,667 visitors divided by 2.5 (visitors will come and go through the day) equals 669 visitors at any one time. • 669 visitors divided by 3 visitors per car equals 222 parking spaces. Sales and Sign Tr.aijor Locations ■ WN 16'x2c SIGN [SALES CENTER 16'x2O' SIGN nn� =A 1 m 01 a c F-SFG"W"ALES-GENTER EXHIBIT in the F. T. DAFFAU SURVEY, ABSTRACT NO. 288 CITY OF ANNA COLLIN COUNTY, TEXAS WADAMS The John R. McAdams Company, Inc. 111 Hillside Drive Lewisville, Texas 75057 —'oomry view I've Roanoke, Texas 76262 940. 240. 1012 TBPE 19762 TBPLS: 10194440 www.gacon.com vry czdamsca.cam DRAWN BY: SM DATE: 6/02/2021 SCALE: 1"=400' JOB. NO.2021310076 MATCHLINE B Jj lL-- .-16'x20' SIGN ■ i -A SIGN AND SALES CENTER EXHIBIT in the F. T. DAFFAU SURVEY, ABSTRACT NO. 288 CITY OF ANNA COLLIN COUNTY, TEXAS B� " The John R. McAdams Company, Inc. 5'^ 111 Hillside Drive Lewisville. Texas 75057 i 972. 436. 9712 E d 201 Country View Drive o Roanoke, Texas 76262 940, 240. 1012 MCADAMS TB2 1Cou Country Vie 10194440 0 wviw.gacon.com � wu�w.mCada'nSCo.Com v EDRAWNM DATE: 6/02/2021 SCALE: 1"=400' JOB. NO.2021310076 F7 U 12. General Sign Example r 1�m�fHOMEES ;49; LACUNA AZURE ff,r� :..., 4a" EfiT J Roadways Eligible for Impact Fee Credits ■M"iu���� -A ilmpact Fee Eligible i F. r PID EXHIBIT in the T. DAFFAU SURVEY, ABSTRACT NO. 288 CITY OF ANNA COLLIN COUNTY, TEXAS M c ADAm s The John R. McAdams Company, Inc. 111 Hillside Drive Lewisville, Texas 75057 G— AIR 0717 'r Roanoke, Texas 76262 940. 240. 1012 TBPE: 19762 TBPLS: 10194440 wu+w.gawn.com www-dam-- DRAWN BY: SM DATE: 5/28/2021 SCALE: 1"=400' JOB. NO.2021310076I MATCHLINE B-al �L-- A PID EXHIBIT in the F. T. DAFFAU SURVEY, ABSTRACT NO. 288 CITY OF ANNA COLLIN COUNTY, TEXAS The John R. McAdams Company, Inc. 111 Hillside Drive Lewisville, Texas 75057 _ 972. 436. 9712 201 Country View Drive Roanoke, Texas 76262 940. 240. 1012 c e DAM TBPE: 19�9accon.com 19444d .1 lam. wvnv—damsco.com DRAWN BY: SM DATE: 5/28/2021 SCALE: 1"=400' JOB. NO.20213100761 11 MI 21, WE Ulm EXHIBIT K PIOD Financial Summary City of Anna, Texas DRAFT for discussion purposes only AnaCapri Public Improvement District PROPOSED DEVELOPMENT PLAN TOTAL ANACAPRI IMPROVEMENT DISTRICT Expected Expected Expected Expected PID (SF Parcels) PID (SF Parcels) Finished Lot Build Out Finished Build Out Category No. of Units Unit Value Unit Value Lots Value Value SF 40' 588 $ 68,000 $ 366,190 $ 39,984,000 $ 215,320,000 SF 50' 651 82,000 386,912 53,382,000 251,880,000 1,239 $ 93,366,000 $ 467,200,000 Single Family Unit Weighted Average ............................... $75,356 $377,078 Notes: Information derived from the Developer's Financing Analysis dated 10/11/21. Subject to change. Public Improvement District does NOT include Multi -Family and Commercial Parcels. Hilltop Securities Inc. Page 1 of 5 10/11/2021 City of Anna, Texas AnaCapri Public Improvement District PROJECT DEBT CAPACITY SUMMARY SOURCES OF FUNDS Par Amount of Bonds Other Sources Total Sources of Funds USES OF FUNDS Project Fund (Bond Proceeds PID Projects) Other Project Funds (Non -Bond Proceeds PID Projects) Capitalized Interest Fund(l) Debt Service Reserve Fund (2) Financing Costs & Admin Fees(3) Total Uses of Funds Expected Value -to -Lien per Parcel at Bond Issuance(4) Assumed Bond Interest Rate (5) Average Annual Installment as Tax Rate Equivalent Less: TIRZ Adjustment as Tax Rate Equivalent(6) Net Average Annual Installment as Tax Rate Equivalent Term of Bonds City TIRZ Participation Rate as % of 2021 Tax Ratel'I Number of Benefited Units PID Assessment per Benefited Unit Project Funds per Benefited Unit City PID Fee per SF Unit(8) Net Project Funds per Benefited Unit Notes DRAFT for discussion purposes only 50% City TIRZ Scenario for SF Parcels SF RESIDENTIAL SF RESIDENTIAL TOTAL PID BONDS PID/TIRZ SF RESIDENTIAL W/O TIRZ BONDS PID BONDS $ 40,854,000 $ 18,236,000 $ 59,090,000 $ 40,854,000 $ 18,236,000 $ 59,090,000 $ 34,064,850 $ 15,194,400 $ 49,259,250 2,703,750 1,218,000 3,921,750 4,085,400 1,823,600 5,909,000 $ 40,854,000 $ 18,236,000 $ 59,090,000 2.29x 1.58x 5.00% 5.00% 5.00% $0.6499 $0.2673 $0.9172 $0.0000 ($0.2673) ($0.2673) $0.6499 $0.0000 $0.6499 30 years 30 years 30 years 0% 50% 50% 1,239 1,239 1,239 $32,973 $14,718 $47,692 $27,494 $12,263 $39,757 ($1,700) $38,057 (1) Assumes no use of capitalized interest, subject to change. Use of Cap -I reduces project funds generated through bond proceeds. (2) Assumes to be the max annual debt service payment. Not to exceed 10% of par amount of bonds or 125% of average annual debt service paymen (3) Assumed to be 10% of par amount for illustration and discussion purposes only. Subject to change. (4) Assumes no appraisal discounts for illustration purposes only. Subject to change. (5) For discussion and illustration purposes only, subject to change. (6) Does not include TIRZ admin expense. (7) Includes expected TIRZ admin expense, subject to review by TIRZ administrator. (8) $1,700 PID Fee per benefited unit. Hilltop Securities Inc. Page 2 of 5 10/11/2021 City of Anna, Texas DRAFT for discussion purposes only AnaCapri Public Improvement District PROJECTED TAX STATEMENT Projected Tax Statement 50% City TIRZ Scenario for SF Parcels Tax Tax 2021 Levy on Levy on Tax $366,190 $386,912 Rate 40' Home SO'Home City of Anna $ 0.5695 $ 2,085.45 $ 2,203.47 Collin County 0.1681 615.52 650.35 Collin County Community College District 0.0812 297.43 314.26 Anna Independent School District 1.4603 5,347.48 5,650.08 Total Tax Rate $ 2.2791 $ 8,345.88 $ 8,818.16 GROSS Avg. Annual Installment as a Tax Rate Equivalent/Levy(l) $ 0.9172 $ 3,358.54 $ 3,548.60 Total GROSS Overlapping Tax Rate Equivalent/Levy plus Special Assessment $ 3.1963 $ 11,704.42 $ 12,366.75 Projected TIRZ Credit as Tax Rate Equivalent/Levy (2) $ (0.2673) $ (978.76) $ (1,034.14) Total Overlapping Tax Rate Equivalent/Levy after Projected TIRZ Credit $ 2.9290 $ 10,725.67 $ 11,332.61 Net Avg. Annual Installment as Tax Rate Equivalent/Levy(3) $ 0.6499 $ 2,379.79 $ 2,514.45 (1) Inclusive of principal, interest, additonal interest and admin levies. (2) TIRZ Credit calculation as a tax rate equivalent does NOT include the budgeted TIRZ Admin Expense (approx $0.0175). (3) Assumes a targeted Net Avg. Annual Installment as Tax Rate Equivalent/Levy $0.65 per $100 for the SF Parcels. Hilltop Securities Inc. Page 3 of 5 10/11/2021 City of Anna, Texas DRAI7 for discussion purposes only AnaCapri Public Improvement District PID BONDS DEBT CAPACITY - 50% CITY TIRZ FOR SF RESIDENTIAL PORTION SINGLE FAMILY PID Bonds w/o TIRZ Enhancement Total Levy Additional as Bond Interest Administrative TOTAL Tax Rate Year Principal Interestl3l Levylzl Levy(3) LEVY Equivalent 1 $ 609,000 $ 2,042,700 $ 204,270 $ 180,000 $ 3,035,970 $ 0.6498 2 639,000 2,012,250 201,225 183,600 3,036,075 0.6498 3 671,000 1,980,300 198,030 187,272 3,036,602 0.6500 4 704,000 1,946,750 194,675 191,017 3,036,442 0.6499 5 739,000 1,911,550 191,155 194,838 3,036,543 0.6499 6 775,000 1,874,600 187,460 198,735 3,035,795 0.6498 7 814,000 1,835,850 183,585 202,709 3,036,144 0.6499 8 855,000 1,795,150 179,515 206,763 3,036,428 0.6499 9 898,000 1,752,400 175,240 210,899 3,036,539 0.6499 30 943,000 1,707,500 170,750 215,117 3,036,367 0.6499 11 990,000 1,660,350 166,035 219,419 3,035,804 0.6498 12 1,041,000 1,610,850 161,085 223,807 3,036,742 0.6500 13 1,093,000 1,558,800 155,880 228,284 3,035,964 0.6498 14 1,149,000 1,504,150 150,415 232,849 3,036,414 0.6499 15 1,207,000 1,446,700 144,670 237,506 3,035,876 0.6498 16 1,269,000 1,386,350 138,635 242,256 3,036,241 0.6499 17 1,334,000 1,322,900 132,290 247,101 3,036,291 0.6499 18 1,402,000 1,256,200 125,620 252,043 3,035,863 0.6498 19 1,474,000 1,186,100 118,610 257,084 3,035,794 0.6498 20 1,550,000 1,112,400 111,240 262,226 3,035,866 0.6498 21 1,630,000 1,034,900 103,490 267,471 3,035,861 0.6498 22 1,715,000 953,400 95,340 272,820 3,036,560 0.6499 23 1,804,000 867,650 86,765 278,276 3,036,691 0.6500 24 1,897,000 777,450 77,745 283,942 3,036,037 0.6498 25 1,996,000 682,600 68,260 289,519 3,036,379 0.6499 26 2,100,000 582,800 58,280 295,309 3,036,389 0.6499 27 2,209,000 477,800 47,780 301,215 3,035,795 0.6498 28 2,325,000 367,350 36,735 307,240 3,036,325 0.6499 29 2,447,000 251,100 25,110 313,384 3,036,594 0.6500 30 2,575,000 128,750 12,875 319,652 3,036,277 0.6499 $ 40,854,000 $ 39,027,650 $ 3,902,765 $ 7,302,254 $ 91,086,669 SINGLE FAMILY 50% City TIRZ Scenario Total Total PID Bonds w/TIRZ Enhancement TIRZShare Plus: TIRZ TIRZ Additional as TIRZ TOTAL Participation Participation Bond Interest TIRZ Tax Rate Admin TIRZ as Tax Rate as%of2021 Year Principal Interestlsl Levy (2) SHARE Equivalent Expensel°l CASH FLOW Equivalent City Tax Rate 1 $ 267,000 $ 911,800 $ 91,180 $ 1,269,980 $ 0.2718 $ 60,000 $ 1,329,980 $ 0.2847 50% 2 280,000 998,450 89,845 1,268,295 0.2715 61,200 1,329,495 0.2846 5016 3 294,000 884,450 88,445 1,266,895 0.2712 62,424 1,329,319 0.2945 5016 4 309,000 869,750 86,975 1,265,725 0.2709 63,672 1,329,397 0.2845 50A 5 325,000 854,300 85,430 1,264,730 0.2707 64,946 1,329,676 0.2846 50% 6 342,000 838,050 83,805 1,263,855 0.2705 66,245 1,330,100 0.2847 50% 7 359,000 820,950 82,095 1,262,045 0.2701 67,570 1,329,615 0.2846 50% 8 378,000 803,000 80,300 1,261,300 0.2700 68,921 1,330,721 0.2847 5016 9 397,000 784,100 78,410 1,259,510 0.2696 70,300 1,329,810 0.2846 50% 10 417,000 764,250 76,425 1,257,675 0.2692 71,706 1,329,381 0.2845 501A 11 439,000 743,400 74,340 1,256,740 0.2690 73,140 1,329,880 0.2846 50% 12 462,000 721,450 72,145 1,255,595 a2687 74,602 1,330,197 0.2847 50% 13 486,000 698,350 69,835 1,254,185 a2684 76,095 1,330,280 a2847 50% 14 511,000 674,050 67,405 1,252,455 a2681 77,616 1,330,071 a2847 50% 15 537,000 648,500 64,850 1,250,350 0.2676 79,169 1,329,519 a2846 50% 16 565,000 621,650 62,165 1,248,815 a2673 80,752 1,329,567 0.2846 50% 17 595,000 593,400 59,340 1,247,740 0.2671 82,367 1,330,107 0.2847 5016 18 626,000 563,650 56,365 1,246,015 0.2667 84,014 1,330,029 a2847 501A 19 659,000 532,350 53,235 1,244,585 a2664 85,695 1,330,280 a2847 50% 20 693,000 499,400 49,940 1,242,340 a2659 87,409 1,329,749 a2846 50% 21 729,000 464,750 46,475 1,240,225 a2655 89,157 1,329,382 a2845 50% 22 768,000 428,300 42,830 1,239,130 0.2652 90,940 1,330,070 a2847 50% 23 808,000 389,900 38,990 1,236,890 0.2647 92,759 1,329,649 0.2846 50% 24 851,000 349,500 34,950 1,235,450 a2644 94,614 1,330,064 a2847 5016 25 896,000 306,950 30,695 1,233,645 a2641 96,506 1,330,151 0.2847 50% 26 943,000 262,150 26,215 1,231,365 a2636 98,436 1,329,801 0.2846 50% 27 993,000 215,000 21,500 1,229,500 a2632 100,405 1,329,905 0.2847 50% 28 1,046,000 165,350 16,535 1,227,885 a2628 102,413 1,330,298 0.2847 50% 29 1,101,000 113,050 11,305 1.225,355 0.2623 104,461 1,329,816 0.2846 50% 30 1,160,000 58,000 5,800 1,223,800 a2619 106,551 1,330,351 0.2847 50% $ 18,236,000 $ 17,478,250 $ 1,747,825 $ 37,462,075 $ 2,434,085 $ 39,896,160 (1) Assumes an interest rate of 5.00%fordiscussion purposes only, subject to change. (2) Calculated at 0.5%of outstanding bonds. (3) For illustration purposes only, subject to change after input from PID Administrator. Assumes administrative expenses forfour improvement areas. (4) For illustration purposes only, subject to change after input from TIRZ Administrator. Assumes administrative expenses for four tax increment reinvstment zones. Hilltop Securities Inc. Page 4 of 5 10/11/2021 City of Anna, Texas DRAFT for discussion purposes only AnaCapri Public Improvement District PROJECT IMPACT ON THE CITY (AD VALOREM PROPERTY TAXES) - 50% TIRZ Scenario 50% 50% At 2021 Rate City Taxes At 2021 Rate City Taxes Average Average Gross City Taxes Deposited in Net City Taxes Gross City Taxes Deposited in Net City Taxes Build Out Build Out Generated TIRZ Fund Generated Generated TIRZ Fund Generated No. of Units Unit Value Total Value per Unit per Unit per Unit at Build Out at Build Out at Build Out Proposed Single Family Homes 1,239 $377,078 $467,200,000 $2,147 ($1,074) $1,074 $2,660,704 ($1,330,352) $1,330,352 Proposed Non TIRZ City Taxes Total Proposed Non TIRZ City Taxes Total Average used for Fundsfor Average used for Fundsfor Average Average PID Assessment PID Bonds Debt Service PID Assessment PID Bonds Debt Service Build Out Build Out Annual Installment Debt Service and PID Admin Annual Installment Debt Service and PID Admin No. of Units Unit Value Total Value per Unit per Unit per Unit at Build Out at Build Out at Build Out Proposed Single Family Homes 1,239 $377,078 $467,200,000 $2,451 $1,008 $3,458 $3,036,222 $1,248,736 $4,284,958 Delta is forTIRZAdmin Expenses (no bond debt service) Hilltop Securities Inc. Page 5 of 5 10/11/2021 Filed and Recorded official Public Records Stacey Kamp, County C'.erk Collin County, TEXAS 10/21/2021 03:17:28 PM $682.00 CARLA 20211021002155180 '� I