HomeMy WebLinkAboutRes 2022-10-1278 Second Amended Sherley Tract Subdivision Improvement AgreementCITY OF ANNA, TEXAS
RESOLUTION NO. AQc Q— IC- T[b
A RESOLUTION OF THE CITY OF ANNA, TEXAS APPROVING
SECOND AMENDED SHERLEY TRACT SUBDIVISION IMPROVEMENT AGREEMENT
WHEREAS, the Second Amended Sherley Tract Subdivision Improvement Agreement attached
hereto as Exhibit A (the "Second Amendment") amends that certain Sherley Tract Subdivision
Improvement Agreement entered into between the City and Developer, effective on or about June 10,
2020, as amended by that certain First Amended Sherley Tract Subdivision Improvement Agreement
entered into between the City and Developer, effective on or about July 14, 2020 (as amended, the
"Original Agreement"); and
WHEREAS, the Original Agreement is only modified as expressly set forth in the Second
Amendment and the Original Agreement otherwise remains in full force and effect; and
WHEREAS, the Parties desire to remove the requirements that (1) Developer cormnence construction
of the Restaurant and Water Feature on or before the City's issuance of a building permit for any
multiple -family residential structure greater than 275 units to be located on the In -City Property; and
WHEREAS, the City Council of the City of Anna, Texas ("City Council") finds that approval of the
Agreement will benefit the City and is in the best interests of the citizens of Anna;
NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
ANNA, TEXAS, THAT:
Section 1. Recitals Incorporated.
The recitals above are incorporated herein as if set forth in full for all purposes.
Section 2. Approval of Agreement.
The City Council hereby approves the Second Amended Sherley Tract Subdivision Improvement
Agreement attached hereto as Exhibit A, and authorizes, ratifies and approves the Mayor's execution
of same. The Mayor and/or City Manager are hereby authorized to execute all documents and to take
all other actions necessary to finalize, act under, and enforce the Second Amendment and the Original
Agreement.
PASSED AND APPROVED by the City Council of the City of Anna, Texas, on this the 11t' day of
October 2022.
ATTEST:
Carrie L. Land, City Secretary
APPROVED:
CITY OF ANNA, TEXAS RESOLUTION NO, Ogg PAGE 1 OF 1
SECOND AMENDED SHERLEY TRACT
SUBDIVISION IMPROVEMENT AGREEMENT
This Second Amended Sherley Tract Subdivision Improvement Agreement (this "Second
Amendment") is entered into between the CITY OF ANNA, TEXAS, (the "City"), and MM
ANNA 325, LLC, a Texas limited liability company ("Developer").
RECITALS
WHEREAS, the Developer and the City are sometimes individually refereed to as a
"Party" and collectively as the "Parties"; and
WHEREAS, this Second Amendment amends that certain Sherley Tract Subdivision
Improvement Agreement entered into between the City and Developer, effective on or about June
10, 2020, as amended by that certain First Amended Sherley Tract Subdivision Improvement
Agreement entered into between the City and Developer, effective as of July 14, 2020 (as amended
the "Original Agreement"); and
WHEREAS, the Original Agreement is only modified as expressly set forth in this Second
Amendment and the Original Agreement otherwise remains in full force and effect; and
WHEREAS, the Parties desire to remove the requirements that (1) Developer commence
construction of the Restaurant and Water Feature on or before the City's issuance of a building
permit for any multiple -family residential structure greater than 275 units to be located on the In -
City Property (the "Multifamily Structure"), and (2) complete construction of the Restaurant and
Water Feature before the City issues a certificate of occupancy for any Multifamily Structure;
NOW, THEREFORE, inconsideration of the mutual covenants contained herein, the City
and the Developer agree as follows:
AMENDMENT
Amendment to Section 5.9. The Parties agree that Section 5.9 of the Original Agreement
is hereby deleted in its entirety and replaced with the revised Section 5.9 below:
The
Developer shall apply for and obtain the building permits necessary to commence
construction of a restaurant (the "Restaurant") to be located on the In -City Property and
shall commence construction of the Restaurant before the earlier of the following
occurrences: (1) the expiration of five (5) years of the Effective Date; or (2) the City's
issuance of a building permit for the 301 sc single-family residential building permit as
pertains to residences on the Property. The Developer shall complete construction of the
Restaurant within one (1) year and six (6) months of commencing construction of same.
The Restaurant building shall be a minimum of 5,000 square feet of airconditioned space.
Developer shall also apply for and obtain the building permits necessary to commence
construction and commence construction of a minimum of 10,000 square feet of additional
non-residential space to be located on the In -City Property within six (6) years of the
SECOND AMENDED SHERLEY TRACT SUBDIVISION IMPROVEMENT AGREEMENT
PAGE1
Effective Date. This is in addition to the 5,000 square foot Restaurant refenced above. The
Water Feature must be constructed prior to or simultaneously with the Multifamily
Structure, The Water Feature shall be a minimum of 20,000 square feet in size."
This Second Amendment amends the Original Agreement in no other manner except as
expressly set forth herein. All capitalized terms used in this Second Amendment, to the extent not
otherwise expressly defined herein, shall have the meanings ascribed to them in the Original
Agreement. The Developer and the City further agree that all other terms and provisions of the
Original Agreement that are not modified hereby shall remain in full force and effect. The recitals
above are incorporated herein as if set forth in full for all purposes.
EXECUTED BY THE PARTIES TO BE EFFECTIVE ON THE LAST DATE OF THE
SIGNATURES BELOW.
CITY OF ANNA
By: �
Nate Pike
FIMS
STATE OF TEXAS §
COUNTY OF COLLIN § L-
This instrument was acknowledged before me on the f Aay of 2022 by Nate
Pike the Mayor of the City of Anna, Texas on behalf of the City.
CARRIE L. LANp
My Notary ID � 11419404
Expires February 4, 2023
)tary Public,of
[DEVELOPER SIGNATURE LOCATED ON FOLLOWING PAGE]
SECOND AMENDED SHERLEYTRACT SUBDIVISION IMPROVEMENT AGREEMENT
PAGE2
DEVELOPER:
MM Anna 325, LLC,
a Texas limited liability company
By: MMM Ventures, LLC,
a Texas limited liability company
Its Manager
By: 2M Ventuures, LLC,
a Delaware limited liability company
Its Manager
By:
Name:
Its:
STATE OF TEXAS §
COUNTY OF DALLAS §
Mehrdad Moayedi
Manager
This instrument was acknowledged before me on the day of ,
2022 by Mehrdad Moayedi, Manager of 21VI Ventures, as Manager of MMM Ventures, LLC,
as Manager of MM Anna 325, LLC, a Texas limited liability company on behalf of said company.
Notary Public, State of Texas
SECOND AMENDED SHERLEY TRACT SUBDIVISION IMPROVEMENTAGREEMENT
PAGE3
C FNTIJ AMERICAN
RE: Hurricane Creek North
City of Anna, Texas
L02 W 7t" Street
P.P Box 776
Anna, TX 75409
Dear Anna Planning and Zoning Commission and City Council,
We very much appreciate your willingness to hear our request. This change does not affect standards,
product, obligations, or financial items. This request gives the opportunity for a Multifamily developer to
begin construction on the entire site rather than just a portion right away.
At the time of the original zoning and development agreement CA and the City agreed on a specific time
frame for development. The increase in development and families moving to Anna has been
extraordinary. Hurricane Creek Phase 1 is almost sold out in less than two years at a price point 30%
i
hgher than predicted. Because of this influx of developers and people, certain developers have gotten
interested in the Multifamily site.
The original zoning and development agreement allowed 275 units upfront and the remaining 175 to be
developed once 5,000 square feet of retail has started. A MF developer will not commit to the deal for
the MF tract with a third -party obligation to build retail. It also had obligations that 5,000 square feet
will need to begin before the 3011t SF building permit. If more Multifamily and homes get built the faster
commercial will be built. This request will benefit commercial development.
Our ask consists of keeping the obligation to build the 5,000 square feet of retail but allow the
multifamily to move forward with constructing the entirety of the units. The city shall continue to have
the protection the 5,000 square feet will be built because of the single-family building permit provision
but the multifamily product can begin the process.
Below is the new language. All other items are staying the same in the zoning and agreement.
The Developer shall apply for and obtain the building pennits necessary to commence
construction of a restaurant (respectively, "Restaurant") to be located on the In -City
Property and shall commence construction of the Restaurant before the earlier of the
following occurrences: (1) the expiration of five (5) years of the Effective Date; or (2) the
City's issuance of a building permit for the 301 st single-family residential building permit
as pertains to residences on the Property. The Developer shall complete construction of the
Restaurant within one (1) year and six (6) months of commencing construction of same.
The Restaurant building shall be a minimum of 5,000 square feet of airconditioned space.
Developer shall also apply for and obtain the building permits necessary to commence
construction and commence construction of a minimum of 10,000 square feet of additional
non-residential space to be located on the In -City Property wn six (6) years of the
Effective Date. This is in addition to the 5,000 square foot Restaurant refenced above.
The Water Feature must be constructed prior to or simultaneously with the Multifamily
Structure. The Water Feature shall be a minimum of 20,000 square feet in size.
Greatly appreciate your duty and time with this request.
Sincerely,
Trevor Kollinger
MM Anna 325, LLC
SHERLEY TRACT SUBDIVISION IMPROVEMENT AGREEMENT
This Sherley Tract Subdivision Improvement Agreement (this "Agreement") is entered
into between the CITY OF ANNA, TEXAS, (the "C�"), BFB ANA 40 Acres, LLC, a Texas
limited liability company (the "In -City Property Owner"), and MM Anna 325, LLC, a Texas
limited liability company ("Developer'), to be effective on June 9, 2020 (the "Effective Date").
ARTICLE I
RECITALS
WHEREAS, certain terms used in these recitals are defined in Article II; and
WHEREAS, the In -City Property Owner, the Developer, and the City are sometimes collectively
referenced in this Agreement as the "Parties," or, each individually, as "Party", and
WHEREAS, the City is ahome-rule municipality of the State of Texas; and
WHEREAS, the Developer owns approximately 290.877 acres of real property located within the
extraterritorial jurisdiction (the "ETJ") of the City (the "PID Property"}, and the In -City Property
Owner owns approximately 31.962 acres of real property located within the city limits of the City
the "In -City Property" and together with the PID Property, the "Property"), and which Property
is described by metes and bounds and depicted on Exhibit A4; and
WHEREAS, the In -City Property shall be a commercial/retail/multifamily development and is
described by metes and bounds and depicted on Exhibit A-2; and
WHEREAS, the PID Property shall be a residential development including single-family homes,
townhouses, and senior independent living homes, and is described by metes and bounds and
depicted on Exhibit A-3; and
WHEREAS, the PID Property is located within the ETJ of the City and not within the ETJ or
corporate limit of any other municipality, and in Collin County, Texas (the "County"); and
WHEREAS, the Developer and the City desire to have the PID Property annexed into the City's
corporate boundaries and provide the City with greater regulatory powers and controls over the
development of the PID Property as set forth in this Agreement; and
WHEREAS, the Developer intends to file a voluntary petition for annexation of the PID Property
at least 60 days before of the issuance of the first series of PID Bonds, and the City will act upon
the annexation petition upon or promptly after the sale of the first PID Bonds; and
WHEREAS, this Agreement shall be effective upon passage of this Agreement and before the
annexation of the PID Property into the City; and
WHEREAS, Developer desires and intends to construct and/or make financial contributions to
certain on -site and/or off -site public improvements to serve the development of the PID Property
("Authorized Improvements"), which Authorized Improvements are generally identified in
Exhibit B; and
SHERLEY TRACT SUBDIVISION IMPROVEMENT AGREEMENT PAGE 1
WHEREAS, in consideration of the Developer's agreements contained herein to accomplish the
high -quality development of the Property envisioned by the Parties and to provide financing for
the Authorized Improvements, the City intends to exercise its powers to create a PID to be
coterminous with the PID Property in accordance with the PID Act, and to create one or more
TIRZ for phases of residential development of the PID Property in accordance with the TIRZ Act;
and
WHEREAS, the Developer plans to develop the Property as an urban multi -use master planned
development upon the execution of this Agreement and subsequent issuance of PID Bonds by the
City for the payment of certain costs for the construction and acquisition of certain public
improvements to benefit the PID Property, and for the repayment to Developer for certain costs
advanced for the construction and acquisition of certain public improvements to benefit the PID
Property as set forth in this Agreement; and
WHEREAS, the Developer intends for the design, construction and installation of the Authorized
Improvements to occur in a phased manner and to dedicate all such Authorized Improvements to
the City for use and maintenance, subject to approval of the plans and inspection of the Authorized
Improvements in accordance with this Agreement and the City Regulations, and contingent upon
the issuance of PID Bonds for partial or total financing of such Authorized Improvements; and
WHEREAS, the Developer and the City estimate that the cost of the Authorized Improvements
are estimated to be $32,000,000.004 and
WHEREAS, the City recognizes the positive impact that the construction and installation of the
Authorized Improvements for the PID will bring to the City and will promote state and local
economic development; to stimulate business and commercial activity in the municipality; for the
development and diversification of the .economy of the state, development and expansion of
commerce in the state; and elimination of employment or underemployment in the state; and
WHEREAS, the City recognizes that financing of the Authorized Improvements confers a special
benefit to the PID Property within the PID; and
WHEREAS, in consideration of the Developer's agreements contained herein, the City shall
exercise its powers under the PID Act, to provide financing arrangements that will enable the
Developer to do the following in accordance with the procedures and requirements of the PID Act
and this Agreement: (a) fund or be reimbursed for a specified portion of the costs of the Authorized
Improvements using the proceeds of PID Bonds; or (b) obtain reimbursement for the specified
portion of the costs of the Authorized Improvements, the source of which reimbursement will be
installment payments from Assessments within the PID Property, provided that such
reimbursements shall be subordinate to the payment of PID Bonds and Administrative Expenses;
and
WHEREAS, the City, subject to the consent and approval of the City Council, and in accordance
with the terms of this Agreement and all legal requirements, including but not limited to the
Indenture, intends to: (i) adopt a Service and Assessment Plan; (ii) adopt an Assessment Ordinance
to pay for a specified portion of the Budgeted Cost(s) shown on Exhibit B and approved by the
City's Director of Public Works or his designee and the costs associated with the administration
SHERLEY TRACT SUBDIVISION IMPROVEMENT AGREEMENT PAGE 2
Af the PID and the issuance of the PID Bonds); and kill) issue, in multiple series, up to
$32,000,000.00 in the principal amount of PID Bonds for the purpose of financing a specified
portion of the costs of the Authorized Improvements and paying associated costs as described
herein; and
WHEREAS, the City shall use reasonable efforts to issue PID Bonds periodically up to a
maximum principal amount of $32,000,000,00, in multiple series, to finance the Authorized
Improvements in accordance with the Service and Assessment Plan; and
WHEREAS, prior to the sale of the first PID Bond issue: (a) the City Council shall have approved
and adopted the PID Resolution, a Service and Assessment Plan and an Assessment Ordinance
(collectively, the "PID Documents'); (b) the City shall have reviewed and approved the Home
Buyer Disclosure Program; (c) owners of the PID Property constituting all of the acreage in the
PID at the time of the issuance of the first PID Bonds shall have executed a Landowner Agreement
as defined in Article II, herein), and (d) the Developer shall have delivered a fully executed copy
of the Landowner Agreement(s) to the City, and
WHEREAS, the Parties agree that the Authorized Improvements are also improvements that
qualify as projects under Texas Tax Code Chapter 311, as amended; and
WHEREAS, as soon as is practicable and prior to the first PID Bond issue, in consideration of the
Developer's agreements contained herein, the Parties shall use best efforts to have agreed to the
final form of the following documents (collectively, the "TIRZ Documents"), which will enable
the Developer to be reimbursed for a specified portion of TIRZ eligible reimbursement costs for
the first phase of development of the PID Property: (a) a TIRZ Project and Finance plan; (b) a
TIRZ Ordinance, and (c) an ordinance approving the final TIRZ Project and Finance plan required
by the TIRZ Act; and
WHEREAS, prior to the authorization of the first Bond issue, the Gity Council intends to have
approved a TIRZ Ordinance and to have created a TIItZ to be coterminous with the first phase of
development within the PID Property; and
WHEREAS, the Parties intend for the City to create an additional TIRZ for each subsequent phase
of development on the PID Properly; and
WHEREAS, in consideration of the Developer's agreements contained herein, the City intends to
exercise its powers under the T1RZ Act to create one or more TIRZ and intends to adopt, approve,
and execute the TIRZ Documents for each TIRZ created on the PID Property to dedicate up to
fifty percent (50%) of the City's collected ad valorem tax increment based on the City's ad valorem
tax rate in effect on the date of the establishment of each TIRZ to off -set or pay a portion of any
Assessments levied on the PID Property for the costs of Authorized Improvements for a period of
up to thirty-one (31) years after each TIRZ is created or until the cumulative total amount of TIRZ
Increment placed into the TIRZ Funds for each TIRZ not to exceed a total of $14,751,553,
whichever comes first, paid in accordance with each TIRZ Project and Finance Plan and the SAP;
and
SHERLEY TRACT SUBDNISION IMPROVEMENT AGREEMENT PAGE 3
WHEREAS, all of the City's Administrative Expenses associated with each TIRZ will be paid in
accordance with the TIRZ Act, and the City will not be responsible for payment of such costs; and
WHEREAS, to the extent funds must be advanced to pay for any costs associated with the creation
of the PID, each TIRZ, the issuance of PID Bonds or the preparation of documentation related
thereto, including any costs incurred by the City and its consultants and advisors (excluding the
fees associated with closing the PID Bonds), the Developer shall be responsible for advancing
such funds, shall have a right to reimbursement for certain funds advanced from the proceeds of
PID Bonds, Assessment revenues or TIRZ Increments, and the City will not be responsible for
such reimbursement or the payment of such costs from any other sources of funds; and
WHEREAS, unless expressly set forth to the contrary in this Agreement, it is the Parties' mutual
intent that this Agreement shall supersede City Regulations only to the extent that City Regulations
directly conflict with the terms of this Agreements and
WHEREAS, Developer understands and acknowledges that the obligations undertaken under this
Agreement are primarily for the benefit of the Property; and
WHEREAS, Developer understands and acknowledges that acceptance of this Agreement is not
an exaction or a concession demanded by the City but rather is an undertaking of Developer's
voluntary design to ensure consistency, quality, and adequate infrastructure that will benefit
Developer's development of the Property; and
WHEREAS, it is the intent of the Parties that the Property will be developed substantially in
compliance with an agreed upon concept plan (the Concept Plan"), which is attached hereto as
Exhibit C, and which may be revised as set forth in this Agreement and in accordance with
applicable City Regulations and the development standards set forth in certain proposed planned
development zoning standards ("Development Standards'), which Development Standards are
attached hereto as Exhibit D; and
WHEREAS, the Parties intend for the City to approve any revisions to the Concept Plan as a
condition to the recording of a final plat in the Land Recordings of the Collin County Clerk's
Office for the first (1st) phase of the Development; and
WHEREAS, immediately following annexation of the PID Property, the City intends to consider
zoning the PID Property as a planned development district and the Parties acknowledge that the
Property may be developed and used in accordance with this Agreement notwithstanding any
zoning of the PID Property in conflict with this Agreement; and
WHEREAS, as the PID Property is within the City's ETJ on the Effective Date, the Parties have
the authority to enter into this Agreement pursuant to Section 212.171 et seq of the Texas Local
Government Code; and
WHEREAS, the Parties intend that this Agreement is a development agreement as provided for
by state law in Section 212.171 et seq of the Texas Local Government Code; and
SHERLEY TRACT SUBDNIS ION IMPROVEMENT AGREEMENT PAGE 4
WHEREAS, this Agreement shall constitute a "permit" under Chapter 245 of the Texas Local
Government Code and as allowed pursuant to Section 212.172(g) of the Texas Local Government
Code; and
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties
agree as follows:
ARTICLE II
DEFINITIONS
Unless the context requires otherwise, the following terms shall have the meanings hereinafter set
forth:
Administrative Expenses shall include, without limitation, expenses incurred by the City in the
establishment, administration, and operation of the PID and each TIRZ.
Amenity Center means the lot and improvements required under this Agreement to be constructed
by the Developer and maintained by the HOA that shall include amenities including a clubhouse
with fitness center with weight room and cardiovascular equipment, a kitchen, a meeting area, and
restrooms; swimming pool; children's pool; playground with seating; ornamental metal fencing;
and landscape planting beds; all consistent with the Amenity Center Concept Plan and the
minimum standards as set forth in Exhibit C-1.
Arterial "Rosamond Parkway" Roadway Improvements mean the Major Improvements to Arterial
"Rosamond Parkway" as described and depicted in further detail in Exhibit E-1 and in accordance
with design/construction plans to be approved by the City.
Assessment means the assessment levied by the City Council pursuant to the Assessment
Ordinance, to pay forasped cportion of the Budgeted Cost.
Assessment Ordinance means the ordinance approved by the City Council which levies
assessments on the PID Property in accordance with the PID Act to pay for a specified portion of
the costs of the Authorized Improvements set forth in the Service and Assessment Plan as well as
the costs associated with the issuance of the PID Bonds that provide a special benefit to the PID
Property.
Assessment Roll means the Assessment Roll attached to the Service and Assessment Plan or any
other Assessment Roll in an amendment or supplement to the Service and Assessment Plan or in
an annual updated to the Service and Assessment Plan, showing the total amount of the Assessment
against each parcel assessed under the Service and Assessment Plan related to the Authorized
Improvements.
Authorized Improvements means water, sewer, drainage, and roadway facilities needed to serve
the PID Property and to be constructed by the Developer or by or on behalf of the City and to be
owned and maintained by the City, including but not limited to certain off -site improvements, as
identified in Exhibit B.
SHERLEY TRACT SUBDIVISION IMPROVEMENT AGREEMENT PAGE 5
Authorized Improvement Costs means the actual costs of design, engineering, construction, and
inspection of the Authorized Improvements.
Bond Ordinance means and refers to an ordinance adopted by the City Council that authorizes and
approves the issuance and sale of the PID Bonds,
Bond Security means Assessments levied against the PID Property by my
Budgeted Cost with respect to any given Authorized Improvement means the estimated cost of
such improvement as set forth in Exhibit B.
C� means the City of Anna, a home rule municipality located in Collin County, Texas.
City Code means the Anna City Code of Ordinances and all of its provisions and regulations or
standards adopted by reference in said Code in effect on the Effective Date; provided, however,
that as it relates to Public Infrastructure for any given phase, the applicable construction standards
(including, without limitation, uniform building codes) shall be those that the City has duly
adopted at the time of the filing of an application for a preliminary plat for that phase unless
construction has not commenced within two years of approval of such preliminary plat in which
case the construction standards shall be those that the City has duly adopted at the time that
construction commences, except that to the extent there is a conflict between the City Code and
the Development Standards, the Development Standards shall control.
City Council means the City Council of the City.
City Manager means the current or acting City Manager of the City of Anna or a person designated
to act on behalf of the City Manager if the designation is in writing and signed by the current or
acting City Manager.
.City PID Fee means a fee of $3,400 per residential lot to be paid by the Developer to the City upon
the closing of PID Bonds for each phase of the Development and which shall be calculated based
on the number of residential lots in such phase of the Development in accordance with Section 3.3.
City. Regulations mean City Code provisions, ordinances, design standards (including but not
limited to the City's Neighborhood Design Standards and the Development Standards), uniform
codes, policies, requirements, limitations, restrictions, and other regulations (including but not
limited to all fees and land dedications applicable to the Development) duly adopted by the City
and in effect on the Effective Date; provided, however, that as it relates to Public Infrastructure for
any given phase, the applicable construction standards (including, without limitation, uniform
building codes) shall be those that the City has duly adopted at the time of the filing of an
application for a preliminary plat for that phase unless construction has not commenced within two
years of approval of such preliminary plat in which case the construction standards shall be those
that the City has duly adopted at the time that construction commences, except that to the extent
there is a conflict between the City Regulations and the Development Standards, the Development
Standards shall control.
SHERLEY TRACT SUBDIVISION IMPROVEMENT AGREEMENT PAGE 6
Collector "Em w RoadwayImprovements mean the Major Improvements to Collector "E- W as
described and depicted in further detail in Exhibit E-1 and in accordance with design/construction
plans to be approved by the City.
Collector "N-S" Roadway Improvements mean the Major Improvements to Collector "N-S" as
described and depicted in further detail in Exhibit E-1 and in accordance with design/construction
plans to be approved by the City.
Collector "Shady Brook Trail" Roadwa�Improvements mean the Major Improvements to
Collector "Shady Brook Trail" as described and depicted in further detail in Exhibit E-1 and in
accordance with design/construction plans to be approved by the City.
Collector "Standrid�e Parkway" Roadway Improvements mean the Major Improvelents to
Collector "Standridge Parkway" as described and depicted in further detail in Exhibit E4 and in
accordance with design/construction plans to be approved by the City.
Construction Cost means the costs actually paid for Public Infrastructure related to engineering,
design, permitting, construction, inspection, testing, and off -site, third -party property/easement
acquisitions; however, the cost of off -site, third -party property/easement acquisitions shall be
limited to the fair -market value of any property/easement acquired, plus any damages to the
remainder, all as determined by a Licensed Appraiser selected by the City, and Eminent Domain
Fees.
Developer means MM Anna 325, LLC, a Texas limited liability company, and its successors and
assigns.
Development means the new development on the Property that is the subject of this Agreement.
Development Standards mean the design and development standards for the Development as set
forth in Exhibit D.
Developer Cash Contribution means that portion of the Authorized Improvement Costs that the
Developer is contributing to initially fund the Authorized Improvements.
Effective Date means the date upon which the last of all of the Parties has approved and duly
executed this Agreement.
End Buyer means any Developer, developer, tenant, user, or owner of a Fully Developed and
Improved Lot.
Fully Developed and Improved Lot means any lot, regardless of proposed use, which is served by
the Authorized Improvements and for which a final plat has been approved by the City and
recorded in the real property records of Collin County.
Home Buyer Disclosure Program means the disclosure program, administered by the PID
Administrator as set forth in a document in the form of Exhibit F that establishes a mechanism to
disclose to each End Buyer the terms and conditions under which their lot is burdened by the PID.
SHERLEY TRACT SITEDIVISION IMPROVEMENT AGREEMENT PAGE 7
Hurricane Creek Regional Trunk Sewer Improvements means a certain segment of a regional
sanitary sewer trunk line to be constructed by the City under this Agreement as generally depicted
in Exhibit E-2.
Improvement Account of the Project Fund means the construction fund account created under the
Indenture used to pay for the construction or acquisition of the Authorized Improvements.
Indenture means an indenture under which PID Bonds are issued.
Landownertsl means the Developer and additional owners of the PID Property.
Landowner Agreement means the agreement, as set forth in a document in the form of Exhibit G
of an owner of the PID Property consenting to the form and terms of the PID Documents.
Maior Improvements means the Authorized Improvements described and depicted on Exhibits E-
1, E-2, and E-3 which benefit all the PID Property within the PID.
Maximum TIRZ Contribution means an amount estimated to be $14,751,553, which amount is
subject to a TIRZ par amount of $6,638,200 plus interest and excluding TIRZ Administrative
Expenses, and as may be adjusted in accordance with the model set forth in Exhibit H, and further
defined in the Final Project and Finance Plan.
Neighborhood Trails mean a system of neighborhood hike and bike trails funded and constructed
by the Developer and maintained by the HOA as said trails are described and depicted in further
detail in Exhibit C-2 and in accordance with design/construction plans to be approved by the City.
Non -Benefited Property means parcels or lots that accrue no special benefit from the Authorized
Improvements, including but not limited to property encumbered with a public utility easement
that restricts the use of such property to such easement.
Notice means any notice required or contemplated by this Agreement (or otherwise given in
connection with this Agreement).
PID means a public improvement district created by the City for the benefit of the PID Property
pursuant to Chapter 372, Texas Local Government Code, known as the Sherley Tract Public
Improvement District.
PID Act means Chapter 372, Texas Local Government Code, as amended.
PID Administrator means an employee or designee of the City who shall have the responsibilities
provided in the Service and Assessment Plan, an Indenture, or any other agreement or document
approved by the City related to the duties and responsibilities for the administration of the PID.
PID Bond Proceeds means the funds generated from the sale of the PID Bonds,
PID Bonds means the revenue bonds or other obligations secured solely by the Bond Security.
SHERLEY TRACT SUBDIVISION IMPROVEMENT AGREEMENT PAGE 8
PID Resolution means the resolution adopted by the Council creating the PID.
rope means the real property described by metes and bounds and depicted on Exhibit A4.
Public Infrastructure means all water, sewer, drainage, roadway and other public infrastructure
necessary to serve the full development of the PID Property.
Refunding Bonds means bonds issued pursuant to Section 372.027, Texas Local Government
Code.
Service and Assessment Plan "SAP" means the PID Service and Assessment Plan and any SAP
Update, to be adopted by the City Council for the purpose of assessing allocated costs against
property located within the boundaries of the PID having terms, provisions and findings approved
and agreed to by the Developer and City, as required by the PID Act and this Agreement.
T1RZ means a tax increment reinvestment zone the City intends to create for the benefit of the PID
Property or a portion thereof pursuant to Chapter 3 11 , Texas Tax Code.
TIRZ Act means Chapter 311 of the Texas Tax Code, as amended.
TIRZ Board means the board of directors of each TIRZ that will be established in accordance with
the TIRZ Act,
TiRZ Documents means the TIRZ project and finance plan and the TIRZ Ordinance relating to
each TIRZ as determined by the City.
TIRZ Fund means the fund set up by the City if the TIRZ is created, in order to receive the TIRZ
fluids in accordance with this Agreement, state law and the 111%2. Documents.
TIRZ Increment means an amount currently estimated at 500/L inclusive of the TIRZ administrative
expenses, which actual percentage shall be determined at the sale of the series of PID Bonds for
each respective phase of Development (such PID Bonds to include financing of Major
Improvements for the PID Property in one or more series), of the ad valorem tax increment, as
determined on a parcel by parcel basis each year under Section 311.012 of the Texas Tax Code,
that is generated by the PID Property from ad valorem taxes levied and collected by the City for a
term of thirty-one (31) years.
TIRZ Ordinance means the City ordinance creating each TIRZ.
TIRZ Project and Finance Plan means the project plan and finance plan that governs TIRZ
operations.
TIRZ Project(s) means any project composed of a certain portion of the Authorized Improvements,
as described in Exhibit B to be undertaken by the PID, including costs to issue PID Bonds and
pay for interest upon said PID Bonds, as applicable, as well as any TIRZ.
Waterline Improvements means waterline improvements as described and depicted in further detail
in Exhibit E-3 and in accordance with design/constructionplans to be approved by the City.
SHERLEY TRACT SUBDIVISION IMPROVEMENT AGREEMENT PAGE 9
3.1 PID Creation and Levy of Assessments. The City shall use its best efforts to initiate
and approve all necessary documents and ordinances required to effectuate this Agreement, to
create the PID, and to levy the Assessments on the PID Property within the PID. The City will
prepare and approve the Service and Assessment Plan providing for the levy of the Assessments
on the PID Property. Promptly following preparation and approval of a Service and Assessment
Plan acceptable to the Developer and the City and subject to City Council making findings that the
Authorized Improvements confer a special benefit on the PID Property, the City Council shall
consider an Assessment Ordinance. The Developer shall develop the PID Property consistent with
the terns of this Agreement. Nothing contained in this Agreement, however, shall be construed
as creating a contractual obligation that controls, waives, or supplants the City Council's legislative
discretion or functions.
3.2 Acceptance of Assessments and Recordation of Covenants Runningwith the Land.
Concurrently with the levy of the Assessment, the Developer shall approve and accept in writing
the levy of the Assessment(s) on all land owned by the Developer and shall approve and accept in
writing the Home Buyer Disclosure Program and shall cause to be recorded against the PID
Property covenants running with the land that will bind any and all current and successor
Developers and owners of the PID Property to: (i) pay the Assessments, with applicable interest
and penalties thereon, as and when due and payable hereunder and that the purchasers of such land
take their title subject to and expressly assume the terms and provisions of such assessments and
the liens created thereby; and (ii) comply with the Home Buyer Disclosure Program. The covenants
required to be recorded under this paragraph shall be recorded substantially contemporaneously
with the recordation of the final plat of the applicable phase except for the Final SAP which will
be recorded immediately after approval by the City.
3.3 City PID Fee. The Developer shall pay to the City, simultaneously with the closing
of each series of PID Bonds issued under this Agreement, the amount of the City PID Fee based
upon the number of residential lots in the applicable phase of Development for which the PID
Bonds are being issued. The aggregate amount of the City PID Fee shall not exceed $3,066,800
(902 residential lots multiplied by $3,400) and shall not be refundable for any reason. The City
PID Fee shall not be reimbursable from Assessments or PID Bond Proceeds. The City PID Fee
shall not be increased, decreased or discounted for any reason, including without limitation a
change in the number of lots ultimately developed within the Development.
ARTICLE IV
AUTHORIZED IMPROVEMENTS
4.1 Authorized Improvements. Prior to the issuance of PID Bonds, the Budgeted Costs,
Authorized Improvements and Authorized Improvement Cost are subject to change as may be
agreed upon by Developer and the City and, if changed, shall be updated by the Developer and the
City consistent with the Service and Assessment Plan and the PID Act. All approved final plats
SHERLEY TRACT SUBDIVISION IMPROVEMENT AGREEMENT PAGE 10
within the Development shall include those Authorized Improvements located therein and the
respective Authorized Improvement Costs shall be finalized before the applicable final plat is
approved by the City Council. Without limiting the foregoing, and on a phase -by -phase basis, as
applicable, Budgeted Costs, Authorized Improvement Costs, the timetable for installation of the
Authorized Improvements, and all other pertinent information and data will be reviewed at least
annually by the Parties in an annual update of the Service and Assessment Plan adopted and
approved by the City consistent with the requirements of Section 372.013(b) of the PID Act.
4.2 Construction, Ownership, and Transfer of Authorized Improvements.
(a) Contract Award. The Developer's engineers shall prepare, or cause the preparation
of, and provide all contract specifications and necessary related documents. Certain portions of
the Budgeted Cost(s) shall be paid from the proceeds of PID Bonds in accordance with the
applicable Indenture.
(b) Construction Standards and Inspection. The Authorized Improvements and all
other Public Infrastructure required for the development of the PID Property shall be constructed
and inspected —and all fees applicable to the Development shall be paid by Developer —in
accordance with applicable state law, City Regulations, the applicable Bond Ordinance and other
development requirements, including those imposed by any other governing body or entity with
jurisdiction over the Authorized Improvements.
(c) Contract Letting. This Agreement and construction of the Authorized
Improvements, including the TIRZ Projects, are anticipated to be exempt from competitive bidding
pursuant to Texas Local Government Code Section 252.022(a)(9) and 252.022(a)(11) based upon
current cost estimates. However, in the event that the actual costs for the Authorized Improvements
do not meet the parameters for exemption from the competitive bid requirement, then either
competitive bid or alternative delivery methods may be utilized by the City as allowed by law.
The Parties acknowledge that the construction contracts for the construction of Authorized
Improvements have not been awarded as of the Effective Date and contract prices have not yet
been determined. Before entering into any construction contract for the construction of all or any
part of the Authorized Improvements, the Parties agree as follows:
(1) Developer's engineers shall prepare, or cause the preparation of, and submit to
the City all contract specifications and necessary related documents, including
but not limited to the proposed construction contract showing the negotiated
total contract price and scope of work.
(2) Developer shall submit all such documents along with a written notice of
intention to let a construction contract at least 20 days in advance of the date
that Developer intends to execute such contract.
(3) Within 15 days after receipt of the written notice and associated documents, the
City Manager may: (i) approve the amount of the contract price and provide
written notice to the Developer that the Developer may execute the construction
contract and provide a copy to the PID Administrator; or (ii) require that the
SHERLEY TRACT VISION IMPROVEMENT AGREEMENT PAGE 11
contract be procured through competitive bidding or competitive sealed
proposals ("Competitive Procurement") if the actual costs of the Authorized
Improvements do not meet the parameters for exemption from the competitive
bidding. If the City fails to notify the Developer within such 15-day period, the
City shall be deemed to have approved the contract price and authorized the
Developer to execute the construction contract.
(4} In order to require Competitive Procurement, the City must provide the
Developer with written notice of said requirement within 15 days of delivery to
the City of the written notice as required under Section 4.2(c)(2), above.
(5) If the City Manager requires Competitive Procurement, then the Developer
must: (i) advertise for and award the contract in the same manner set forth for
competitive sealed bids or competitive sealed proposals Local Government
Code Chapter 252 as if the City were pursuing a public improvement contract
subject to said Chapter 252 as approved by the City Manager; and (ii) supply
the City with true and complete copies of all notices of bid/proposal requests
and all bids/proposals subsequently received.
(d) Ownershiu. All of the Authorized Improvements shall be owned by the City upon
acceptance of them by the City. The Developer agrees to take any action reasonably required by
the City to transfer or otherwise dedicate or ensure the dedication of, easements for the Authorized
Improvements to the City and the public.
(e) Operation and Maintenance. Upon inspection, approval, and acceptance of the
Authorized Improvements, the City shall maintain and operate the accepted Authorized
Improvements.
(f) Aunlicability. Subsections (a)-(c), above, shall not apply to Public Infrastructure
that the City is obligated to fund and construct under this Agreement, if any.
{g) Water and Sewer Service. The City currently holds the certificates of convenience
and necessity to provide retail water and sewer service to the Property. The Property will be served
by the City.
ARTICLE V
ADDITIONAL OBLIGATIONS
S.1 Sanitary Sewer Facilities. Developer is responsible for funding and construction in
a good and workmanlike manner of all sanitary sewer improvements required to serve the P1D
Property that are not constructed by the City under this Agreement. The City is responsible for the
funding and construction of the Hurricane Creek Regional Trunk Sewer Project Improvements as
shown on Exhibit El. The City is responsible for funding pump and haul sanitary sewer service
for the Property as needed. Notwithstanding anything to the contrary in this Agreement, the City
shall not withhold building permits for any delay to the Developer caused by the City's failure to
complete the Hurricane Creek Regional Trunk Sewer Project Improvements.
SIIERLEY TRACT SUBDNISION IMPROVEMENT AGREEMENT PAGE t2
5.2 water Facilities. Developer is responsible for the funding and construction in a
good and workmanlike manner of all water improvements required to serve the PID Property that
are not constructed by the City under this Agreement. Prior to the issuance of a residential building
permit for Phase 1, the Developer is responsible for the funding and construction of the Standridge
Parkway, E-W Collector and Shadybrook Trail waterlines as shown on Exhibit E-3 which water
lines shall be a TIRZ Project, and which costs are reimbursable to the Developer as a qualified
TIRZ Project.
5.3 Roadway Facilities. Developer is responsible for the funding and the construction
in a good and workmanlike manner of the roadway improvements required to serve each phase of
the PID Property that are not funded and constructed by the City under this Agreement. Prior to
the issuance of a residential building permit for each phase of the Development, Developer is
responsible for the funding and construction of the roadway projects for the applicable phase as
shown on Exhibit E4, which projects shall be TIRZ Projects, and which costs are reimbursable
to the Developer as qualified TIRZ Projects. Upon inspection, approval and acceptance, City shall
maintain and operate the roadway improvements for the Property. Notwithstanding anything to the
contrary in this Agreement, the City is responsible for the acquisition of all rights of way and
easements needed for the Developer's construction of the offsite portion of Rosamond Parkway
between Standridge Parkway and U.S. Highway 75 as shown on Exhibit E4 attached hereto. The
City shall not withhold building permits for any delay to the Developer caused by the City's failure
to obtain any of said rights of way or easements.
5.4 Draina�e/Detention Infrastructure. Developer shall have full responsibility for
designing, installing, and constructing the drainage/detention infrastructure that will serve the
Property and the cost thereof. Prior to the recordation of the final plat for any phase of
Development, Developer shall complete in a good and workmanlike manner construction of the
drainage/detention improvements necessary to serve such phase. Upon inspection, approval and
acceptance, City shall maintain and operate the drainage improvements for the Property.
5.5 Screening, Landscaping, and Entryways. On or before one hundred fifty (150) days
after final City acceptance of the Public Infrastructure for each phase of the Development,
Developer shall complete construction, in a good and workmanlike manner, of the landscaping,
screening and entryways for such phase in accordance with City Regulations. Said improvements
shall thereafter be maintained in good appearance and repair by the HOA or the POA as applicable.
5.6 Homeowners Association and Property Owners Association.
(a) Mandatory Homeowners Association. As relates to the PID Property, the Developer
will create, in a manner acceptable to the City, a mandatory homeowner association ("HOA"),
which HOA, whether one or more, shall be required to levy and collect from home owners within
the PID Property annual fees in an amount calculated to maintain the open spaces, common areas,
the Amenity Center as described and defined in this Agreement, hike and bike trails located in
common areas, portions of which will be open to the public, right -of --way irrigation systems, raised
medians and other right-of-way landscaping, and screening walls within the PID. Common areas
including but not limited to the Amenity Center, the water feature, screening, landscaping, gardens,
entrances to the Development and right -of --way landscaping shall be maintained solely by the
SHERLEY TRACT SUBDIVISION IMPROVEMENT AGREEMENT PAGE 13
HOA. Maintenance of public rights -of -way landscaping and screening by the HOA shall comply
with City Regulations and shall be subject to oversight by the City.
(b) Mandaton� Property Owner's Association. As relates to the In -City Property,
Developer will create or cause to be created, in a manner acceptable to the City, a mandatory
property owner association ("POA"), which POA, whether one or more, shall be required to levy
and collect from property owners within the In -City Property annual fees in an amount calculated
to maintain the open spaces, common areas, water features, sidewalks, landscaping/screening in
common areas and other common areas within the In -City PID. All such common areas shall be
maintained solely by the POA. Maintenance of public rights -of --way landscaping and screening by
the POA shall comply with City Regulations and shall be subject to oversight by the City.
5.7 Performance Window; Election to Terminate; Liquidated Damages. In the event
that the Developer does not satisfy all of its obligations under its control pursuant to Section 6.1
or does not request that the City issue PID Bonds on or before June 1, 2021, neither Party shall
thereafter be required to perform under this Agreement and this Agreement will terminate. If this
Agreement is terminated under this Section 5.7 or is otherwise terminated early under any other
provision of this Agreement, Developer must within 30 days of such termination file or caused to
be filed with the City an irrevocable petition by the owners of the PID Property to dissolve the PID
and shall thereafter promptly undertake any and all reasonable actions to facilitate the dissolution
of the PID and the TIRZ—notwithstanding anything to the contrary in this Agreement —the
Developer's obligations regarding the dissolution of the PID and the TIRZ in accordance with this
section shall survive such termination.
5.8 Conce�?t Plan:. Rev_siot�s.
(a) The Concept Plan illustrates the approved development concept for the Property
but has not been engineered and does not represent the final design that will be approved through
the final platting process. As a result, Developer may revise the Concept Plan with City Manager
approval to make revisions necessitated by final engineering and design of the development
project prior to final platting, provided the number of residential lots shown on the Concept Plan
does not increase by greater than five percent (5%), the numbers of residential lots in each category
shown on the Concept Plan does not increase by greater than five percent (5%), and the amount
of open space shown on the Concept Plan does not decrease by greater than five percent (5%). If
the City Manager does not approve such revisions to the Initial Concept Plan within 15 days after
receipt of a written request for approval, City Council approval of such revisions shall be required.
Nothing in this paragraph shall preclude Developer from applying directly to the City Council for
approval of any Concept Plan revisions, including revisions greater than the percentages listed
herein.
(b) Except as otherwise provided in subsection (a) of this section, all other revisions to
the Concept Plan require the approval of the City Council.
(c) If the Concept Plan is revised as provided by this section, the City Manager or his
or her designee shall cause the revised Concept Plan to be attached to the official version of this
Agreement on file with the City's Secretary's office, and Developer shall record a memorandum
of the revised Concept Plan in the Land Recordings of the Collin County Clerk's office.
5.9 Restaurant and Water Feature.
SHERLEYTRACT SUBDIVISION IMPROVEMENT AGREEMENT PAGE t4
The Developer shall apply for and obtain the building permits necessary to commence
construction of a restaurant and a water feature (respectively, "Restaurant and Water Feature") to
be located on the In -City Property and shall commence construction of the Restaurant and Water
Feature before the earliest of the following occurrences. (1) the expiration of five (5) years of the
Effective Date; (2) the City's issuance of a building permit for any multiple -family residential
structure greater than 275 units to be located on the In -City Property (the "Multifamily
Structure'); or (3) the City's issuance of a building permit for the 301St single-family residential
building permit as pertains to residences on the Property. The Developer shall complete
construction of the Restaurant within one (1) year and six (6) months of commencing
construction of same. The Restaurant building shall be a minimum of 5,000 square feet of air-
conditioned space. The Water Feature shall be a minimum of 20,000 square feet in size. The
Developer shall complete construction of the Restaurant and Water Feature before the City
issues a certificate of occupancy for the Multifamily Structure and the City may withhold such
certificate of occupancy until the Restaurant and Water Feature are completed. Developer shall
also apply for and obtain the building permits necessary to commence construction and
commence construction of a mini commum of 10,000 square feet of additional non-residential space
to be located on the In -City Property within six (6) years of the Effective Date. This is in
addition to the 5,000 square foot Restaurant refenced above.
5.10. Amenity Center. Prior to the City's issuance of a building permit for the 401Sc
single-family residential building permit as pertains to residences on the Property, Developer shall
complete construction of the Amenity Center in accordance with the applicable definition in
Article II, and the City may withhold all residential building permits after issuing the first 400
single-family residential building permits until the construction of the Amenity Center is
completed. The site of the Amenity Center shall be approximately 2.25 acres at the location shown
on Exhibit C4. The exterior masonry requirement for the Amenity Center shall be 80%.
5.11 Neighborhood Trails. Developer is responsible for funding and construction of the
Neighborhood Trails. Neighborhood Trails shall be constructed as required or necessary for each
phase of the Development, and the Developer shall complete construction of each portion of the
Neighborhood Trails within ten (10) months after the City's acceptance of the Authorized
Improvements for the applicable phase.
5.12 Community and Botanical Garden. Developer is responsible for funding and
construction of the Community and Botanical Garden within the PID Property as shown on the
Concept Plan attached hereto as Exhibit C. The Community and Botanical Garden shall be
completed on or before the earliest of the following occurrences: (1) the City's issuance of a
building permit for the 801st single-family residential building permit as pertains to residences on
the Property, (2) six (6) months after construction of the Public Infrastructure necessary to provide
access to the Community and Botanical Garden site is completed, or (3) twelve (12) months after
City acceptance of the Public Infrastructure for the third (3d) phase of the Development.
SHERLEY TRACT SUBDIVISION IMPROVEMENT AGREEMENT PAGE t 5
5.13 In -City Property Obligations. The I A ity Property Owner shall not be j obligated
to perform any obligations or meet any requirements under this Agreement as relates to the In -City
Property,
ARTICLE VI
PID BONDS
6.1 PID Bond Issuance. Subject to the satisfaction of conditions set forth in this article,
the City may issue PID Bonds solely for the purposes of acquiring or constructing Authorized
Improvements. The Developer may request issuance of PID Bonds by filing with the City a list
of the Authorized Improvements to be funded with the PID Bonds and the estimated costs of such
Authorized Improvements. The Developer acknowledges that the City may require at that time a
professional services agreement that obligates the Developer to fund the costs of the City's
professionals relating to the preparation for and issuance of PID Bonds, which amount shall be
agreed to by the Parties and considered a cost payable from such PID Bonds. The issuance of PID
Bonds is subject to all of the following conditions.
(1 } The City has evaluated and determined that there will be no negative impact
on the City's creditworthiness, bond rating, access to or cost of capital, or
potential for liability.
(2) The City has determined that the PID Bonds assessment level, structure,
terms, conditions and timing of the issuance of the PID Bonds are reasonable
for the Authorized Improvement Costs to be financed and that there is
sufficient security for the PID Bonds to be creditworthy.
(3) All costs incurred by the City that are associated with the administration of
the PID shall be paid out of special assessment revenue levied against
property within the PID. City administration costs shall include those
associated with continuing disclosure, compliance with federal tax law,
agent fees, staff time, regulatory reporting and legal and financial reporting
requirements.
(4) The adoption of a service and assessment plan (the "Service and Assessment
Plan") and an assessment ordinance levying assessments on all or any
portion of the PID Property benefitted by such Authorized Improvements in
amounts sufficient to pay all costs related to such PID Bonds and said PID
Bonds shall be at a 3 * 1 Value to Lien ratio ("VTL") based on the anticipated
final lots values as provided in a third -party appraisal; provided, however, it
shall be at the City's discretion if the VTL is reduced to 2 '/z:1 ratio, at which
time, the amount of funds below the 3 * 1 VTL ratio shall be "restricted" from
access by the Developer until such a time as the value of the Development
reaches the 3:1 ratio. The final language and calculation will be provided
for in the Certificate for Payment attached to any PID reimbursement
agreement between the City and the Developer, subject to amounts that must
be restricted in order for the City, on the advice of bond counsel, to comply
with federal tax regulation spending requirements.
SHERLEYTRACT SUBDNISION IMPROVEMENT AGREEMENT PAGE 16
(S) The City has formed and utilized its own financing team including, but not
limited to, bond counsel, financial advisor, PID Admin
istrator, and
underwriters related to the issuance of PID Bonds and bond financing
proceedings.
(6) The City has chosen and utilized its own continuing disclosure consultant
and arbitrage rebate consultant. Any and all costs incurred by these activities
will be included in City administration costs recouped from special
assessments. The continuing disclosure will be divided into City disclosure
and Developer disclosure, and the City will not be responsible or liable for
Developer disclosure but the City's disclosures professional will be used for
both disclosures.
(7} The aggregate principal amount of PID Bonds issued and to be issued shall
not exceed $32,000,000.00.
(8) Each series of PID Bonds shall be in an amount estimated to be sufficient to
fund the Authorized Improvements or portions thereof for which such PID
Bonds are being issued.
(9) Delivery by the Developer to the City of a certification or other evidence
from an independent appraiser acceptable to the City confirming that the
special benefits conferred on the properties being assessed for the Authorized
Improvements increase the value of the property by an amount at least equal
to the amount assessed against such property.
(10) Approval by the Texas Attorney General of the PID Bonds and registration
of the PID Bonds by the Comptroller of Public Accounts of the State of
Texas.
(11) The Developer is current on all taxes, assessments, fees and obligarions to
the City including without limitation payment of Assessments.
(12) The Developer is not in default under this Agreement or, with respect to the
Property, any other agreement to which Developer and the City are parties.
(13) No outstanding PID Bonds are in default and no reserve funds established
for outstanding PID Bonds have been drawn upon that have not been
replenished.
(14) The Administrator has certified that the specified portions of the costs of the
Authorized Improvements to be paid from the proceeds of the PID Bonds are
eligible to be paid with the proceeds of such PID Bonds.
SHERLEY TRACT SUBDNISION IMPROVEMENT AGREEMENT PAGE 17
(15) The Authorized Improvements to be financed by the PID Bonds have been
or will be constructed according to the approved Development Standards
imposed by this Agreement including without limitation any applicable City
Regulations.
(16) The City has determined that the amount of proposed PID assessments and
the structure, terms, conditions and riming of the issuance of the PID Bonds
are reasonable for the project costs to be financed and the degree of
development activity within the PID, and that there is sufficient security for
the PID Bonds to be creditworthy.
(17) The maximum maturity for PID Bonds shall not exceed 30 years from the
date of delivery thereof.
(1$) The final maturity for any PID Bonds shall be not later than 45 years from
the date of this Agreement.
(19) The City has determined that the FID Bonds meet all regulatory and legal
requirements applicable to the issuance of the PID Bonds.
(20) Unless otherwise agreed to by the City, the PID Bonds shall be sold and may
be transferred or assigned only (i) in compliance with applicable securities
laws and (ii) in minimum denominations of $25,000 or integral multiples of
$1,000 in excess thereof; provided, however, that the limitation on
transferability or assignment in this subparagraph (ii) shall not apply if the
PID Bonds have a rating of not less that BBB- from Fitch Ratings or Standard
& Poor's Ratings Services or Baa3 from Moody's Investors Service, Inc.
(21) If the applicable portion of Authorized Improvements has not already been
constructed and to the extent PID Bond Proceeds are insufficient to fund such
Authorized Improvement Costs, Developer shall, at time of closing the PID
Bonds, fund or cause the funding of the difference between the Authorized
Improvement Costs and the PID Bond Proceeds available to fund such
Authorized Improvement Costs related to the applicable Authorized
Improvement (without limiting any other provision, in the event Developer
does not or cannot provide such funding, the City shall not be required to sell
such PID Bonds, and Developer shall reimburse the City for all expenses and
liabilities incurred by the City in connection with the proposed issuance of
the PID Bonds).
(22) 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.
(23) The Developer agrees to provide periodic information and notices of material
events regarding the Developer and the Developer's development within the
SHERLEYTRACTSUBDNISION IMPROVEMENT AGREEMENT PAGE 18
PID in accordance with Securities and Exchange Commission Rule 15c2-12
and any continuing disclosure agreements executed by the Developer in
connection with the issuance of PID Bonds.
(24) The Developer satisfies the City's Director of Public Works or his designee
that the Budgeted Cost(s) are reasonable.
(25) Developer is not in default under a Developer Continuing Disclosure
Agreement.
(26) The issuance of any Refunding Bonds, the amount of assessment necessary
to pay the Refunding Bonds shall not exceed the amount of the assessments
that were levied to pay the PID Bonds that are being refunded.
(27) The maximum tax equivalent assessment rate for the assessment levy shall
not exceed $0.9572 per $100.00 taxable assessed valuation, without prior,
written consent of the City, in its sole discretion.
(28) Developer has completed and the City has accepted the Authorized
Improvements for any previous phase of the Development; and
(29) Unless otherwise set forth in this Section 6.1, a minimum value to lien ratio
of 3:1 for PID Bonds; provided, however, it shall beat the City's discretion
if the VTL is reduced to 2 %2:1 ratio, at which time, the amount of funds
below the 3:1 VTL ratio shall be "restricted" from access by the Developer
until such a time as the value of the Development reaches the 3:1 ratio. Any
receivables due under any PID reimbursement agreement between the City
and the Developer may be sold or assigned in accordance with Section 11.1
of the Agreement; such value shall be confirmed by appraisal from licensed
MAI appraiser based on the assumption that development of property only
includes the public improvements in place and to be constructed with the
PID Bond proceeds and any Developer Cash Contribution deposited with
trustee and finished lots (without vertical construction) for an improvement
area.
(30) The Developer and the City shall have entered into a PID reimbursement
agreement that provides for the Developer's construction of certain
Authorized Improvements and the City's reimbursement to the Developer of
certain Authorized Improvement Costs.
6.2 Disclosure Information. Prior to the issuance of PID Bonds by the City, Developer
agrees to provide all relevant information, including financial information, that is reasonably
necessary in order to provide potential bond investors with a true and accurate offering document
for any PID Bonds. Developer agrees, represents, and warrants that any information provided by
Developer for inclusion in a disclosure document for an issue of PID Bonds will not, to
Developer's actual knowledge, contain any untrue statement of a material fact or omit any
SHERLEYTRACT SUBDIVISION IMPROVEMENT AGREEMENT PAGE 19
statement of material fact required to be stated therein or necessary to make the statements made
therein, in light of the circumstances under which they were made, not misleading, and Developer
further agrees that it will provide a certification to such effect as of the date of the closing of any
PID Bonds. .
6.3 Qualified Tax -Exempt Status.
(1) Generally. In any calendar year in which PID Bonds are issued, Developer
agrees to pay the City its actual additional costs ("Additional Costs") the City may incur in the
issuance of its own public securities or obligations on its own taxing power of municipal revenues
the "City Obligations'), as described in this section, if the City Obligations are deemed not to
qualify for the designation of qualified tax-exempt obligations ("QTEO"), as defined in
section 265(b)(3) of the Internal Revenue Code ("IRC"} as amended, as a result of the issuance
of PID Bonds by the City in any given year. The City agrees to deposit all funds for the payment
of such Additional Costs received under this section into a segregated account of the City, and
such funds shall remain separate and apart from all other funds and accounts of the City until
December 31 of the calendar year in which the PID Bonds are issued, at which time the City is
authorized to utilize such funds for any purpose permitted by law. On or before January 15th of
the following calendar year, the final Additional Costs shall be calculated. By January 31 It of
such year, any funds in excess of the final Additional Costs that remain in such segregated account
on December 31" of the preceding calendar year shall be refunded to the Developer and any
deficiencies in the estimated Additional Costs paid to the City by Developer shall be remitted to
the City by the Developer.).
(2) Issuance of PID Bonds prior to City Obligations.
A. In the event the City issues PID Bonds prior to the issuance of City
Obligations, the City, with assistance from iES financial advisor ("Financial Advisor"), shall
estimate the Additional Costs based on the market conditions as they exist approximately 30 days
prior to the date of the pricing of the PID Bonds (the "Estimated Costs"). The Estimated Costs are
an estimate of the increased cost to the City to issue its City Obligations as non-QTEO. Promptly
following the determination of the Estimated Costs, the City shall provide a written invoice to
Developer in an amount less than or equal to the Estimated Costs. Developer, in turn, shall
remunerate to the City the amount shown on said invoice on or before the earlier of. (i) 15 business
days after the date of said invoice, or (ii) 5 business days prior to pricing the PID Bonds. The City
shall not be required to price or sell any series of PID Bonds until Developer has paid the invoice
of Estimated Costs related to the PID Bonds then being issued.
B. Upon the City's approval of the City Obligations, the Financial
Advisor shall calculate the Additional Costs to the City of issuing its City Obligations as
non-QTEO. The City will, within 5 business days of the issuance of the City Obligations, provide
written notice to Developer of the amount of the Additional Costs. In the event the Additional
Costs are less than the Estimated Costs, the City will refund to Developer the difference between
the Additional Costs and the Estimated Costs within 15 business days of the date of the City's
notice to Developer required under this paragraph. If the Additional Costs are more than the
Estimated Costs, Developer will pay to the City the difference between the Additional Costs and
the Estimated Costs within 15 business days of the date of the City's notice required under this
SHERLEY TRACT SUBDIVISION IMPROVEMENT AGREEMENT PAGE 20
paragraph. If Developer does not pay the City the difference between the Additional Costs and
the Estimated Costs within 15 business days of the date of the City's notice required under this
paragraph, Developer shall not be paid any reimbursement amounts under any PID reimbursement
agreement related to the Development until such payment of Additional Costs is made in full.
(3) Issuance of City Obli tat, tions prior to PID Bonds.
A. In the event the City issues City Obligations prior to the issuance of
PID Bonds, the City, with assistance from the Financial Advisor, shall calculate the Estimated
Costs based on the market conditions as they exist 20 days prior to the date of the pricing of the
City Obligations. Promptly following the determination of the Estimated Costs, the City shall
provide a written invoice to Developer: (1) in an amount less than or equal to the Estimated Costs,
and (2) that includes the pricing date for such City Obligations. The Developer, in turn, shall
remunerate to the City the amount shown on said invoice at least 15 days prior to the pricing date
indicated on the invoice. If Developer fails to pay the Estimated Costs as required under this
paragraph, the City, at its option, may elect to designate the City Obligations as QTEO, and the
City shall not be required to issue any PID Bonds in such calendar year.
B. Upon the City's approval of the City Obligations, the Financial
Advisor shall calculate the Additional Costs to the City of issuing non-QTEO City Obligations.
The City will, within 5 business days of the issuance of the City Obligations, provide written notice
to Developer of the Additional Costs. In the event the Additional Costs are less than the Estimated
Costs, the City will refund to Developer the difference between the Additional Costs and the
Estimated Costs within 15 business days of the date of the City's notice to Developer. If the
Additional Costs are more than the Estimated Costs, Developer will pay to the City the difference
between the Additional Costs and the Estimated Costs within 15 business days of the date of the
City's notice. If Developer does not pay to the City the difference between the Additional Costs
and the Estimated Costs as required under this paragraph, then Developer shall not be paid any
reimbursement amounts under any PID reimbursement agreement related to the Development until
such payment of Additional Costs is made in full.
(4) To the extent any developers) or property owners) (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
developers) or property owner(s) (including Developer, as applicable) as necessary so as to put
all developers and property owners (including Developer, if applicable) so paying for the same
calendar year in the proportion set forth in subsection (e), below, said reimbursement to be made
by the City within 15 business days after its receipt of such subsequent payments of such
Additional Costs.
(5) The City shall charge Additional Costs attributable to any other developer or
property owner on whose behalf the City has issued debt in the same manner as described in this
section, and Developer shall only be liable for its portion of the Additional Costs under this
provision, and if any Additional Costs in excess of Developer's portion has already been paid to
the City under this provision, then such excess of Additional Costs shall be reimbursed to
Developer. The portion owed by Developer shall be determined by dividing the total proceeds
SHERLEY TRACT SUBDIVISION IMPROVEMENT AGREEMENT PAGE 21
from any debt issued on behalf of Developer in such calendar year by the total proceeds from any
debt issued by the City pursuant to the PID Act for the benefit of all developers (including
)eveloper) in such calendar year.
6.4 Develc�,per Cash Contribution. At closing on any series of PID Bonds intended to
fund construction of Authorized Improvements that have not already been constructed by the
Developer, Developer shall deposit into the Developer Improvement Account a pro-rata amount
of the Developer Cash Contribution.
ARTICLE VII
PAYMENT OF AUTHORIZED IMPROVEMENTS
7.1 Improvement Account of the Project Fund. The Improvement Accounts of each
Project Fund shall be administered and controlled by the City and funds in the Improvement
Account of each Project Fund shall be deposited and disbursed in accordance with the terms of the
respective Indenture.
7.2 Cost Overrun. If the total cost of the Authorized Improvements in the aggregate
exceeds the total amount of monies on deposit in the Improvement Account of a Project Fund, the
Developer shall be solely responsible for the remainder of the costs of the Authorized
Improvements, except as provided in Section 7.3 below.
7.3 Cost Underrun. Upon the final acceptance by City of an Authorized Improvement
and payment of all outstanding invoices for such Authorized Improvement, if the Actual Cost of
such Authorized Improvement is less than the Budgeted Cost (a "Cost Underrun"), any remaining
Budgeted Cost, to the extent available in the monies on deposit in the Improvement Account of
the applicable Project Fund, will be available to pay Cost Overruns on any other Authorized
Improvement. The City shall promptly confirm to the Trustee that such remaining amounts are
available to pay such Cost Overruns, and the Developer and the City will agree how to use such
moneys to secure the payment and performance of the work for other Authorized Improvements.
7.4 Remainder for Authorized Improvements. If funds remain in an Improvement
Account of any Project Fund after the completion of all Authorized Improvements and the payment
A all Authorized Improvement Costs to be funded with such PID Bonds, then such funds shall
thereafter be the exclusive property of the City and shall be used by the City for the purpose of
paying or retiring the PID Bonds as provided in the respective Indenture, the Service and
Assessment Plan, and any construction funding agreement entered into by the Parties.
8.1 Tax Increment Reinvestment Zone. If PID Bonds are issued for a development
phase in accordance with this Agreement, the City agrees that it will create, operate and maintain
a TIRZ over such development phase of the PID Property with the intention to provide revenue to
pay for: (i) the construction or acquisition of Authorized Improvements to serve the PID Property;
(ii) to reimburse the Developer for any costs advanced or expended by the Developer related to
the construction or acquisition of Authorized Improvements; and/or (iii) to pay PID Bond
Assessments or to retire all or part of the debt created by PID Bonds. Determination of which of
SHERLEY TRACT SUBDIVISION IMPROVEMENT AGREEMENT PAGE 22
the three purposes (or a combination of those purposes), referenced above, for which the TIRZ
Increment shall be expended will be at the City's sole discretion. The City shall deposit and
disburse, or cause to be deposited and disbursed, the TIRZ Increment in accordance with the TIRZ
Project and Finance Plan for each TIRZ created for each phase of development. Notwithstanding
any other provision of this Agreement, the term of each TIRZ created on the PID Property shall
be thirty-one (31) years from the year of its creation, and the total combined amount of the TIRZ
Increment to be provided for the purposes described above shall not exceed the Maximum TIRZ
Contribution for each TIRZ as provided in the TIRZ Documents; provided that any TIRZ
Increments due and uncollected as of the termination date of the last remaining TIRZ created on
the PID Property shall be deposited and disbursed, when and if received by the City, in accordance
with the TIRZ Project and Finance Plan. If the total amount of the TIRZ Increment collected and
disbursed reaches the Maximum TIRZ Contribution during the term of any TIRZ, then the
remaining TIRZ may be terminated at the City's sole discretion and the City shall have no further
obligations with respect to any TIRZ. The members of each TIRZ Board shall be appointed by the
City Council in accordance with Chapter 311, Texas Tax Code.
8.2 Additional TIRZ Qualified Pro,'ei cts. In addition to the listed Authorized
Improvements attached as Exhibit B, qualified public improvement projects such as roads, sewers,
drainage, water, right of way and real estate acquisition projects, and costs of issuance, capitalized
interest, and reserve amounts, totaling $6,638,200 (the "TIRZ Qualified Projects") are included in
the Maximum TIRZ Contribution, and shall be added to the Authorized Improvements to the extent
such TIRZ Qualified Projects are not already included.
8.3 TIRZ Fund. In accordance with the TIRZ Project and Finance Plan, the TIRZ
Increment obtained from the PID Property shall be placed into the TIRZ. Fund, a separate fund
which has been created by the City for each TIRZ. It is anticipated that the monies in each TIRZ
Fund shall be distributed in accordance with Section 8.1 and the TIRZ Project and Finance Plan
for each TIRZ.
8.4 Asn•cultural Exemption. The City acknowledges that some or all of the PID
Property may now have or may in the future have an agricultural, timber, or wildlife management
use tax classification, and the City may not request removal of any such tax classification until
PID Bonds secured by the PID Property are issued to pay for the costs of the Authorized
Improvements and related costs, notwithstanding any waiver of such exemption for other political
subdivisions or public entities. However, to the extent that the City might otherwise be required
under Section 23.41 et seq. of the Texas Tax Code or other applicable law, including but not limited
to Section 43.035 of the Texas Local Government Code, or offers to enter into a development
agreement with a Landowner containing other such restrictions, this Agreement shall be deemed
to have satisfied any such requirement.
ARTICLE IX
ANNEXATION AND POST -ANNEXATION MATTERS
9.1 Annexation. The Developer shall submit a voluntary irrevocable petition for
annexation of the PID Property to the City in compliance with Chapter 43 of the Texas Local
Government Code, as amended, at least sixty (60) days before the issuance of PID Bonds by the
SHERLEY TRACT SUBDIVISION IMPROVEMENT AGREEMENT PAGE 23
City. The Developer agrees to execute and supply any and all instruments and/or other
documentation necessary for the City to annex the PID Property into the City's corporate limits
and the Parties agree that the annexation of the PID Property shall occur upon or as soon as
reasonably practicable after or the execution of this Agreement and the issuance of PID Bonds, in
accordance with statutory requirements. Such annexation petition shall be filed with the City
before Developer can access any bond proceeds.
9.2 Zonin€; of Property. The City shall consider zoning the Property consistent with
the Development Standards, the Concept Plan, and applicable provisions of this Agreement.
Through this Agreement, the Developer expressly consents and agrees to the zoning of the
Property consistent with and as contemplated by this section. The City will not require the
Developer to submit a formal zoning application in order to proceed with zoning the Property as
contemplated by this section. Any such zoning of the Property shall otherwise be in accordance
with all procedures set forth in the applicable City Regulations.
9.3 Full Compliance with City Standards.
(a) When not in direct conflict with the terms and conditions of this Agreement and
A
regard to whether any part of the Property is inside or outside the City's corporate limits
at any given time —the development of the Property shall be subject to all applicable City
Regulations, including but not limited to the City's subdivision regulations and design standards
and all applicable fees and land dedications. The City shall be the sole authority for approval of all
plats, concept plans, civil engineering plans and other development applications required under
City Regulations, and the requirement to obtain approval of all such development applications
shall apply to the Property to the extent applicable as if all of the Property were located within the
City's corporate limits.
(b) Development and use of the Property, including, without limitation, the
construction, installation, maintenance, repair, and replacement of all buildings and all other
improvements and facilities of any kind whatsoever on and within the Property, shall be in
compliance with the Development Standards, the Concept Plan (as may be revised in accordance
with Section 5.8), both as attached in Exhibit D and Exhibit C, and applicable City Regulations.
All City Regulations shall apply to the development and use of the Property unless expressly set
forth to the contrary in this Agreement.
9.4 Phasing. The Parties acknowledge that the Property may be developed in phases.
If deemed necessary, the Developer may submit a replat for all or any portions of the Property.
Any replat shall be in general conformance with the Final Concept Plan and subject to City
approval.
9.5 Conflicts. In the event of any direct conflict between this Agreement and any other
ordinance, rule, regulation, standard, policy, order, guideline, or other City adopted or City
enforced requirement, whether existing on the Effective Date or hereinafter adopted, this
Agreement, including its exhibits, as applicable, shall control.
9.6 Vested Rights. This Agreement shall constitute a "permit" (as defined in Chapter
245 of the Texas Local Government Code) that is deemed filed with the City on the Effective Date.
SHERLEY TRACT SUBDIVISION IMPROVEMENT AGREEMENT PAGE 24
ARTICLE X
EVENTS OF DEFAULT; REMEDIES
10.1 Events of Default. No Party shall be in default under this Agreement until notice
of the alleged failure of such Party to perform has been given in writing (which notice shall set
Forth in reasonable detail the nature of the alleged failure) and until such Party has been given a
reasonable time to cure the alleged failure (such reasonable time to be 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 except as relates to a type of default for which
a different time period is expressly set forth in this Agreement). Notwithstanding the foregoing,
no Party shall be in default under this Agreement if, within the applicable cure period, the Party to
whom the notice was given begins performance and thereafter diligently and continuously pursues
performance until the alleged failure has been cured. Notwithstanding the foregoing, however, a
Party shall be in default of its obligation to make any payment required under this Agreement if
such payment is not made within twenty (20) business days after it is due.
10.2 Remedies. As compensation for the other party's default, an aggrieved Party is
limited to seeking specific performance of the other party's obligations under this Agreement.
However, the Parties agree that the Developer will not be required to specifically perform under
this Agreement in the event that the Developer satisfies all of its obligations under Section 6.1 and
the City does not issue PID Bonds on or before June 1, 2021. The City will not be required to
specifically perform under this Agreement in the event that the Developer does not satisfy all of
its obligations under its control pursuant to Section 6.1; or, regardless of Developer's actions with
regard to its obligations under Section 6.1 if Developer does not request that the City issue the PID
Bonds by June 1, 2021.
ARTICLE XI
ASSIGNMENT; ENCUMBRANCE
11.1 Assignment.
(a) This Agreement shall be binding upon and inure to the benefit of the
successors and assigns of the parties hereto. The obligations, requirements, or covenants to
develop the Property in this Agreement shall be able to be assigned to any affiliate or related
entity of the Developer, or any lien holder on the Property, without the prior written consent of
the City. The obligations, requirements or covenants to the development of the Property shall not
be assigned by Developer to a non -affiliate or non -related entity of the Developer without the
prior written consent of the City Manager of the City, which consent shall not be unreasonably
withheld if the assignee (an "Assignee") demonstrates financial ability to perform. Any
receivables due under this Agreement, any construction funding agreement, or any PID
reimbursement agreement between the City and the Developer may be assigned by the Developer
upon written notice to the City pursuant to Section 11.4 of this Agreement. An Assignee shall be
considered a "Party" for the purposes of this Agreement. Each assignment shall be in writing
executed by Developer and the Assignee and shall obligate the Assignee to be bound by this
Agreement to the extent this Agreement applies or relates to the obligations, rights, title, or
interests being assigned. No assignment by Developer shall release Developer from any liability
SHERLEY TRACT SUBDNISION IMPROVEMENT AGREEMENT PAGE 25
that resulted from an act or omission by Developer that occurred prior to the effective date of the
assignment unless the City approves the release in writing. Developer shall maintain written
records of all assignments made by Developer to Assignees, including a copy of each executed
assignment and, upon written request from any Party or Assignee, shall provide a copy of such
records to the requesting person or entity, and this obligation shall survive the assigning Party's
sale, assignment, transfer, or other conveyance of any interest in this Agreement or the Property.
(b) The Developer and Assignee{s) have the right, from time to time, to
collaterally assign, pledge, grant a lien or security interest in, or otherwise encumber any of their
respective rights, title, or interest under this Agreement for the benefit of their respective lenders
without the consent of, but with prompt written notice to the City. The collateral assigmnent,
pledge, grant of lien or security interest, or other encumbrance shall not, however, obligate any
lender to perform any obligations or incur any liability under this Agreement unless the lender
agrees in writing to perform such obligations or incur such liability. Provided the City has been
given a copy of the documents creating the lender's interest, including Notice information for the
lender, then that lender shall have the light, but not the obligation, to cure any default under this
Agreement and shall be given a reasonable time to do so in addition to the cure periods otherwise
provided to the defaulting Party by this Agreement; and the City agrees to accept a cure, not to
be unreasonably withheld, offered by the lender as if offered by the defaulting Party. A lender is
not a party to this Agreement unless this Agreement is amended, with the consent of the lender,
to add the lender as a Party. Notwithstanding the foregoing, however, this Agreement shall
continue to bind the Property and shall survive any transfer, conveyance, or assignment
occasioned by the exercise of foreclosure or other rights by a lender, whether judicial or non -
judicial. Any purchaser from or successor owner through a lender of any portion of the Property
shall be bound by this Agreement and shall not be entitled to the rights and benefits of this
Agreement with respect to the acquired portion of the Property until all defaults under this
Agreement with respect to the acquired portion of the Property have been cured.
11.2 Assi�mees as Parties. An Assignee authorized in accordance with this Agreement
and for which notice of assignment has been provided in accordance with Section 11.4 %J this
Agreement shall be considered a "Party" for the purposes of this Agreement. With the exception
of the End -Buyer of a lot within the Property, any person or entity upon becoming an owner of
land within the PID or upon obtaining an ownership interest in any part of the Property shall be
deemed to be a "Developer" and have all of the obligations of the Developer as set forth in this
Agreement and all related documents to the extent of said ownership or ownership interest.
11.3 Third Party Beneficiaries. Subject to Section 11.1 of this Agreement, this
Agreement only inures to the benefit of, and may only be enforced by, the Parties. No other person
or entity shall have any right, title, or interest under this Agreement or otherwise be deemed to be
a third -party beneficiary of this Agreement.
11.4 Notice of Assignment. The following requirements shall apply in the event that the
Developer sells, assigns, transfers, or otherwise conveys the Property or any part thereof and/or
any of its rights or benefits under this Agreement:
SHERLEY TRACT SUBDNISION IMPROVEMENT AGREEMENT PAGE 26
(a) the Developer must provide written notice to the City to the extent required under
Section 11.1 at least fifteen (15) business days in advance of any such sale,
assignment, transfer, or other conveyance;
(b) said notice must describe the extent to which any rights or benefits under this
Agreement will be sold, assigned, transferred, or otherwise conveyed,
(c) said notice must state the name, mailing address, and telephone contact information
of the person(s) that will acquire any rights or benefits as a result of any such sale,
assignment, transfer or other conveyance; and
(d) said notice must be signed by a duly authorized person representing the Developer.
ARTICLE XII
RECORDATION AND ESTOPPEL CERTIFICATES
12.1 Bindin�Obligations. This Agreement and all amendments thereto and assignments
hereof shall be recorded in the property records of Collin County. This Agreement binds and
constitutes a covenant running with the Property and, upon the Effective Date, is binding upon the
Developer and the City, and forms a part of any other requirements for development within the
Property. This Agreement, when recorded, shall be binding upon the Parties and their successors
and assigns as permitted by this Agreement and upon the Property; however, this Agreement shall
not be binding upon, and shall not constitute any encumbrance to title as to, any End -Buyer of a
Fully Developed and Improved Lot except for land use and development regulations that apply to
such lots.
12.2 Esto��pel Certificates. From time to time upon written request of the Developer or
any future owner, and upon the payment to the City of a $100.00 fee plus all reasonable costs
incurred by the City in providing the certificate described in this section, the City Manager, or
his/her designee will, in his official capacity and to his reasonable knowledge and belief, execute
a written estoppel certificate identifying any obligations of an owner under this Agreement that
are in default.
ARTICLE XIII
GENERAL PROVISIONS
13.1 Term. The term of this Agreement shall be fifteen (15} years after the Effective
Date unless extended by mutual agreement of the Developer and the City. Upon expiration of the
Term, the City shall have no obligations under this Agreement with the exception of: (i)
maintaining and operating the PID in accordance with the Service and Assessment Plan and any
Indenture; and (ii) fulfilling its obligations under the TIRZ Documents. The term of each TIRZ
shall be as stated in Article VIII of this Agreement.
13.2 Public Infrastructure, Generally. Except as otherwise expressly provided for in this
Agreement, Developer shall provide all Public Infrastructure, including streets, utilities, drainage,
sidewalks, trails, street lighting, street signage, and all other required improvements dedicated or
SHERLEY TRACT SUBDIVISION IMPROVEMENT AGREEMENT PAGE 27
intended to be dedicated for public use or benefit, at no cost to the City except as provided herein,
and in accordance with City Regulations, and as approved by the City's engineer or his or her
agent. Developer shall cause the installation of such improvements within all applicable time
frames in accordance with the City Regulations unless otherwise approved herein. Developer shall
provide engineering studies, plan/profile sheets, and other construction documents at the time of
platting as required by City Regulations. Such plans shall be approved by the City's engineer or
his or her agent prior to approval of a final plat. Construction of any portion of the Public
Infrastructure shall not be initiated until a pre -construction conference that includes a City
representative has been held regarding the proposed construction and City has issued a written
notice to proceed.
13.3 Performance Bond, Payment Bond and Uther Security Developer shall include in
every contract with a subcontractor that will work on any of the Public Improvements a clause that
requires the subcontractor to execute or cause to be executed one or more valid performance bonds
in favor of the City for the construction, work and materials necessary to complete the Public
Improvements. Said bonds may be dual obligee bonds and shall be in accordance with Texas
Government Code, Chapter 2253 and applicable City Regulations for each subcontractor's
construction contract for any part of the Public Improvements and shall contain a provision that
increases the amount of the bond to the extent that the contract price increases by change order.
Developer shall further execute or cause to be executed a valid Maintenance Bond in accordance
with applicable City Regulations that guarantees the costs of any repairs which may become
necessary to any part of the construction work performed in connection with the Public
Improvements, arising from defective workmanship or materials used therein, for a full period of
two years fiom the date of final acceptance of the Public Improvements constructed under any
such contract(s).
13.4 Inspections, Acceptance of Public Infrastructure, and Developer's Remedy. The
City shall inspect, as required by City Regulations, the construction of all Authorized
Improvements, and any Public Infrastructure necessary to support the proposed development
within the Property, including water, sanitary sewer, drainage, streets, park facilities, electrical,
and street lights and signs. The City's inspections shall not release the Developer from its
responsibility to construct, or ensure the construction of, adequate Authorized Improvements and
Public Infrastructure in accordance with approved engineering plans, construction plans, and other
approved plans related to development of the Property. Notwithstanding any provision of this
Agreement, it shall not be a breach or violation of the Agreement if the City withholds City utility
services as to any portion of the Development until all required Public Infrastructure necessary to
such portion is properly constructed according to the approved engineering plans and City
Regulations, and until such Public Infrastructure has been dedicated to and accepted by the City.
From and after the inspection and acceptance by the City of the Public Infrastructure and any other
dedications required under this Agreement, such improvements and dedications shall be owned by
the City. Developer's sole remedy for nonperformance of this Agreement by the City shall be to
seek specific performance and cost reimbursements pursuant to the terms of this Agreement.
13.5 Approval of Plats/Plans. Approval by the City, the City's Engineer or other City
employee or representative, of any plans, designs or specifications submitted by Developer
pursuant to this Agreement or pursuant to City Regulations shall not constitute or be deemed to be
a release of the responsibility and liability of Developer, his engineer, employees, officers or agents
SI-IERLEY TRACT SUBDIVISION IMPROVEMENT AGREEMENT PAGE 28
for the accuracy and competency of their design and specifications. Further, any such approvals
shall not be deemed to be an assumption of such responsibility and liability by the City for any
defect in the design and specifications prepared by Developer or Developer's engineer, or
engineer's officers, agents, servants or employees, it being the intent of the parties that approval
by the City's engineer signifies the City's approval on only the general design concept of the
improvements to be constructed.
13.6 Insurance. Developer or its contractors) shall acquire and maintain, during the
period of time when any of the Public Infrastructure is under construction (and until the full and
final completion of the Public Infrastructure and acceptance thereof by the City: (a) workers
compensation insurance in the amount required by law; and (b) commercial general liability
insurance including personal injury liability, premises operations liability, and contractual liability,
covering, but not limited to, the liability assumed under any indemnification provisions of this
Agreement, with limits of liability for bodily injury, death and property damage of not less than
$1,000,000.00. Such insurance shall also cover any and all claims which might arise out of the
Public Infrastructure construction contracts, whether by Developer, a contractor, subcontractor,
material man, or otherwise. Coverage must be on a "per occurrence" basis. All such insurance
shall: (i) be issued by a carrier which is rated "A-V or better by A.M. Best's Key Rating Guide
and licensed to do business in the State of Texas; and (ii) name the City as an additional insured
and contain a waiver of subrogation endorsement in favor of the City. Upon the execution of Public
Infrastructure construction contracts, Developer shall provide to the City certificates of insurance
evidencing such insurance coverage together with the declaration of such policies, along with the
endorsement naming the City as an additional insured. Each such policy shall provide that, at least
30 days prior to the cancellation, non -renewal or modification of the same, the City shall receive
written notice of such cancellation, non -renewal or modification.
13.7 INDEMNIFICATION and HOLD HARMLESS. THE DEVELOPER,
INCLUDING 1T0 RESPECTIVE SUCCESSORS AND ASSIGNS, HEREBY COVENANT
AND AGREE TO RELEASE, DEFEND, HOLD HARMLESS, AND INDEMNIFY THE CITY
AND ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST
ALL THIRD -PARTY CLAIMS, SUITS, JUDGMENTS, DAMAGES, AND DEMANDS
(TOGETHER, "CLAIMS") AGAINST THE CITY, WHETHER REAL OR ASSERTED
INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEY'S FEES, RELATED
EXPENSES, EXPERT WITNESS FEES, CONSULTANT FEES, AND OTHER COSTS,
ARISING OUT OF THE NEGLIGENCE OF THE DEVELOPER, INCLUDING THE
NEGLIGENCE OF ITS RESPECTIVE EMPLOYEES, CONTRACTORS,
SUBCONTRACTORS, MATERIAL MEN, AND AGENTS, IN CONNECTION WITH THE
DESIGN OR CONSTRUCTION OF ANY PUBLIC INFRASTRUCTURE, STRUCTURES, OR
OTHER FACILITIES OR IMPROVEMENTS THAT ARE REQUIRED OR PERMITTED
UNDER THIS AGREEMENT AND/OR CITY REGULATIONS AND/OR ANY APPLICABLE
DEVELOPMENT STANDARDS AND/OR ANY OTHER GOVERNING REGULATIONS;
AND IT IS EXPRESSLY UNDERSTOOD THAT SUCH CLAIMS SHALL, EXCEPT AS
MODIFIED BELOW, INCLUDE CLAIMS EVEN IF CAUSED BY THE CITY'S OWN
CONCURRENT NEGLIGENCE SUBJECT TO THE TERMS OF THIS SECTION. THE
DEVELOPER SHALL NOT, HOWEVER, BE REQUIRED TO INDEMNIFY THE CITY
AGAINST CLAIMS CAUSED BY THE CITY'S SOLE NEGLIGENCE, IF THE CITY
INCURS CLAIMS THAT ARE CAUSED BY THE CONCURRENT NEGLIGENCE OF THE
SHERLEY TRACT SUBDIVISION IMPROVEMENT AGREEMENT PAGE 29
DEVELOPER AND THE CITY, THE DEVELOPER'S INDEMNITY OBLIGATION WILL BE
LIMITED TO A FRACTION OF THE TOTAL CLAIMS EQUIVALENT TO THE
DEVELOPER'S OWN PERCENTAGE OF RESPONSIBILITY. THE DEVELOPER,
INCLUDING ITS RESPECTIVE SUCCESSORS AND ASSIGNS, FURTHER COVENANTS
AND AGREES TO RELEASE, DEFEND, HOLD HARMLESS, AND INDEMNIFY, THE CITY
AGAINST ANY AND ALL CLAIMS BY ANY PERSON CLAIMING AN OWNERSHIP
INTEREST IN THE PROPERTY WHO HAS NOT SIGNED THIS AGREEMENT IF SUCH
CLAIMS RELATE IN ANY MANNER OR ARISE IN CONNECTION WITH: (1) THE CITY'S
RELIANCE UPON THE DEVELOPER'S REPRESENTATIONS IN THIS AGREEMENT; (2)
THIS AGREEMENT OR OWNERSHIP OF THE PROPERTY; OR (3) THE CITY'S
APPROVAL OF ANY TYPE OF DEVELOPMENT APPLICATION OR SUBMISSION WITH
RESPECT TO THE PROPERTY. At no time shall the City have any control over or charge of the
Developer's design, construction or installation of any of the Public Infrastructure that is the
subject of this Agreement, nor the means, methods, techniques, sequences or procedures utilized
for said design, construction or installation. This Agreement does not create a joint enterprise or
venture between the City and Developer.
13.8 Eminent Domain. Developer agrees to use reasonable efforts to obtain all third -
party rights -of --way, consents, or easements, if any, required for the Public Infrastructure. If,
however, Developer is unable to obtain such third -party rights -of -way, consents, or easements
within ninety (90) days of commencing efforts to obtain the needed easements and right of way,
the City agrees to take reasonable steps to secure same (subject to City Council authorization after
a finding of public necessity) through the use of the City's power of eminent domain. Developer
shall be responsible for funding all reasonable and necessary legal proceeding/litigation costs,
attomey's fees and related expenses, and appraiser and expert witness fees (collectively, "Eminent
Domain Fees") paid or incurred by the City in the exercise of its eminent domain powers that for
any reason are not funded by the proceeds of the PID Bonds or TIRZ Increment and shall escrow
with a mutually agreed upon escrow agent the City's reasonably estimated Eminent Domain Fees
both in advance of the initiations of each eminent domain proceeding and as funds are needed by
the City. Provided that the escrow fund remains appropriately funded in accordance with this
Agreement, the City will use all reasonable efforts to expedite such condemnation procedures so
that the Public Infrastructure can be constructed as soon as reasonably practicable. If the City's
Eminent Domain Fees exceed the amount of funds escrowed in accordance with this paragraph,
Developer shall deposit additional funds as requested by the City into the escrow account within
ten (10) days after written notice from the City. Any unused escrow funds will be refunded to
Developer with thirty (30) days after any condemnation award or settlement becomes final and
non -appealable. Nothing in this subsection is intended to constitute a delegation of the police
powers or governmental authority of the City, and the City reserves the right, at all times, to control
its proceedings in eminent domain.
13.9 Payee Information. With respect to any and every type of payment/remittance due
to be paid at any time by the City to the Developer under this Agreement, the name of the payee
for such payment shall be MM Anna 325, LLC, and the payment/remittance shall be sent or
delivered to the following address.
MM Anna 325, LLC
1800 Valley View Lane
SHERLEY TRACT SUBDIVISION IMPROVEMENT AGREEMENT PAGE 30
Suite 300
Farmers Branch, Texas 75234
Developer may change the name of the payee and/or address set forth above by delivering written
notice to the City designating a new payee and/or address.
ARTICLE XIV
ADDITIONAL PROVISIONS
14.1 Recitals. The recitals contained in this Agreement: (a) are true and correct as of the
Effective Date; (b) form the basis upon which the Parties negotiated and entered into this
Agreement; and (c) reflect the final intent of the Parties with regard to the subject matter of this
Agreement. In the event it becomes necessary to interpret any provision of this Agreement, the
intent of the Parties, as evidenced by the recitals, shall be taken into consideration and, to the
maximum extent possible, given full effect. The Parties have relied upon the recitals as part of the
consideration for entering into this Agreement and, but for the intent of the Parties reflected by the
recitals, would not have entered into this Agreement.
14.2 Notices. Any notice, submittal, payment or instrument required or permitted by
this Agreement to be given or delivered to any party shall be deemed to have been received when
personally delivered or 72 hours following deposit of the same in any United States Post Office,
registered or certified mail, postage prepaid, addressed as follows:
To the City:
City of Anna, Texas
Attn: City Manager
111 N. Powell Parkway
Anna, Texas 75409
With a copy to: Wolfe, Tidwell &McCoy, LLP
Attn: Clark McCoy
2591 Dallas Parkway, Suite 300
Frisco, Texas 75034
And to: McCall, Parkhurst &Horton L.L.P.
Attn: Rodolfo Segura Jr
717 North Harwood, Suite 900
Dallas, TX 75201
To the Developer: MM Anna 325, LLC
Attn: Mehrdad Moayedi
1800 Valley View Lane, Suite 300
Farmers Branch, Texas 75234
With a copy to: Miklos Cinclair, PLLC
Attn: Robert Miklos
1800 Valley View Lane, Suite 360
Farmers Branch, Texas 75234
SHERLEYTRACT SUBDIVISION IMPROVEMENT AGREEMENT PAGE 3l
To the In -City Property Owner:
BFB ANA 40 Acres, LLC
Attn: Brooks F. Bock
1701 Directors Boulevard
Austin, Texas 78744
Brooks@strategacapital. com
And to: Centurion American
Attn: Trevor Kollinger
1800 Valley View Lane, Suite 300
Farmers Branch, Texas 75234
Any Party may change its address or addresses for delivery of notice by delivering written notice
of such change of address to the other Party.
14.3 Intel�retation. The Parties acknowledge that each has been actively involved in
negotiating this Agreement. Accordingly, the rule of construction that any ambiguities are to be
resolved against the drafting Party will not apply to interpreting this Agreement. In the event of
any dispute over the meaning or application of any provision of this Agreement, the provision will
be interpreted fairly and reasonably and neither more strongly for nor against any Party, regardless
of which Party originally drafted the provision.
14.4 Time. In this Agreement, time is of the essence and compliance with the times for
performance herein is required.
14.5 Authority and Enforceability. The City represents and warrants that this Agreement
has been approved by official action by the City Council of the City in accordance with all
applicable public notice requirements (including, but not limited to, notices required by the Texas
Open Meetings Act, as such act was in effect on the date of such official action) and that the
individual executing this Agreement on behalf of the City has been duly authorized to do so. The
Developer represents and warrants that this Agreement has been approved by appropriate action
of the Developer, and that each individual executing this Agreement on behalf of the Developer
has been duly authorized to do so. Each Party respectively acknowledges and agrees that this
Agreement is binding upon such Party and is enforceable against such Party, in accordance with
its terms and conditions and to the extent provided by law.
14.6 Severability. This Agreement shall not be modified or amended except in writing
signed by the Parties. If any provision of this Agreement is determined by a court of competent
jurisdiction to be unenforceable for any reason, then% (a) such unenforceable provision shall be
deleted from this Agreement; (b) the unenforceable provision shall, to the extent possible and upon
mutual agreement of the parties, be rewritten to be enforceable and to give effect to the intent of
the Parties; and (c) the remainder of this Agreement shall remain in full force and effect and shall
be interpreted to give effect to the intent of the Parties.
14.7 Applicable Law; Venue. This Agreement is entered into pursuant to, and. is to be
construed and enforced in accordance with, the laws of the State of Texas, and all obligations of
SHERLEY TRACT SUBDIVISION IMPROVEMENT AGREEMENT PAGE 32
the Parties are performable in Collin County. Exclusive venue for any action related to, arising
out of, or brought in connection with this Agreement shall be in the Collin County District Court,
14.8 Non Waiver. Any failure by a Party to insist upon strict performance by the other
Party of any material provision of this Agreement shall not be deemed a waiver thereof, and the
Party shall have the right at any time thereafter to insist upon strict 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.
14.9 Counterparts. This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original and constitute one and the same instrument.
14.10 Exhibits. The following exhibits are attached to this Agreement and are
incorporated herein for all purposes:
Exhibit A-1 Metes and Bounds Description and Depiction of the Property
Exhibit A-2 Metes and Bounds Description and Depiction of the In -City Property
Exhibit A-3 Metes and Bounds Description and Depiction of the PID Property
Exhibit B Authorized Improvements with their Budgeted Costs
Exhibit C Concept Plan
Exhibit C-1 Amenity Center Concept Plan
Exhibit C-2 Neighborhood Trail Plan
Exhibit D Development Standards
Exhibit E-1 Roadway Improvements
Exhibit E-2 Hurricane Creek Regional Trunk Sewer Improvements
Exhibit E-3 Waterline Improvements
Exhibit F Horne Buyer Disclosure Program
Exhibit G Landowner Agreement
Exhibit H City PID Bond financing and TIRZ Contribution Analysis - draft for
illustration purposes only
14.11 Force Majeure. Each Party shall use good faith, due diligence and reasonable care
in the performance of its respective obligations under this Agreement, and time shall be of the
essence in such performance; however, in the event a Party is unable, due to force majeure, to
perform its obligations under this Agreement, then the obligations affected by the force majeure
shall be temporarily suspended. Within ten (10) business days after the occurrence of a force
majeure, the Party claiming the right to temporarily suspend its performance, shall give 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.
SHERLEY TRACT SUBDNISION IMPROVEMENT AGREEMENT PAGE 33
14.12 Complete A.r eement. This Agreement embodies the entire Agreement between the
Parties and cannot be varied or terminated except as set forth in this Agreement, or by written
agreement of the City and Developer expressly amending the terms of this Agreement.
14.13 Consideration. This Agreement is executed by the Parties hereto without coercion
or duress and for substantial consideration, the sufficiency of which is hereby acknowledged.
[SIGNATURES PAGES FOLLOW, REMAINDER OF THIS PAGE INTENTIONALLY LEFT
BLANK]
SHERLEY TRACT SUBDIVISION IMPROVEMENTAGREEMENT PAGE 34
EXECUTED BY THE PARTIES TO BE EFFECTIVE ON THE EFFECTIVE DATE:
CITY OF ANNA
By:
Name: Nate Pike
Title: Mayor
Date:
Narne: Clark McCoy
Title: City Attorney
STATE OF TEXAS §
COUNTY OF COLLIN §
This instrument was acknowledged before me on the day of , 20I9 by
Nate Pike, Mayor of the City of Anna, Texas on behalf of said City.
(SEAL)
Notary Public, State of Texas
Name printed or typed
Commission Expires:
SHERLEYTRACTSUBDNISIONIMPROVEMENTAGREEMENT PAGE35
DEVELOPER:
MM Anna 325, LLC,
a Texas limited liability company
By: MMM Ventures, LLC,
a Texas limited liability company
Its Manager
By: 2M Ventures, LLC,
a Delaware limited liability company
Its Manager
Name: Mehrdad Moayedi
Its: Manager
STATE OF TEXAS §
COUNTY OF DALLAS §
This instrument was acknowledged before me on the q day of � �R.. ,
2u I Y by Mehrdad Moayedi, Manager of 21VI Ventures, LLC, as Manager of MMM Ventures, LLC,
as Manager of MM Anna 325, LLC, a Texas limited liability company on behalf of said company,
Notary Public, State of Texas
SHERLEY TRACT SUBDNISION IMPROVEMENT AGREEMENT PAGE 36
IN -CITY PROPERTY OWNER:
BFB Ana 40 Acres, LLC
a Texas limited liability company
By: BFB Ana Holdings, LLC
a Texas limited liability company
Its Manager
By: The Brooks F. Bock Living Trust
Its Manager
B
N
Its: Trustee
STATE OF TEXAS §
COUNTY OF Dbst:. §
This instrument was acknowledged before me on -S�� 4 2020,
by Brooks F. Bock, Trustee of the Brooks F. Bock Living Trust, as Manager of BFB Ana
Holdings, LLC, a Texas limited liability company, as Manager of BFB Ana 40 Acres, LLC, a
Texas limited liability company, on behalf of said company.
l
Notary Public, State of Texas
•.'= Cornm. Expires 01 05 2021
SHERLEYTRACT SUBDIVISION iMPROVEMENTAGREEMENT PACE 1
Exhibit A-1
METES AND BOUNDS DESCRIPTION AND DEPICTION OF THE PROPERTY
EXHIBIT A-3: "PID PROPERTY" 290.877 ACRES
BEING THAT CERTAIN TRACT OF LAND SITUATED IN THE Z. ROBERTS SURVEY,
ABSTRACT NUMBER 760, THE J. BOYLE SURVEY, ABSTRACT NUMBER 105, THE J.M.
UNCADE SURVEY, ABSTRACT NUMBER 509, THE J. ELLET SURVEY, ABSTRACT NUMBER
296, AND THE W. RATTAN SURVEY, ABSTRACT NUMBER 752 COLLIN COUNTY, TEXAS,
BEING ALL OF THAT LAND DESCRIBED BY DEED TO MM ANNA 325, LLC, (TRACT 1)
RECORDED IN INSTRUMENT NUMBER 20190411000386110, OFFICIAL PUBLIC RECORDS,
COLLIN COUNTY, TEXAS, AND BEING MORE PARTICULARLY DESCRIBED BY METES AND
BOUNDS AS FOLLOWS:
BEGINNING AT THE MOST NORTHERLY NORTHEAST CORNER OF SAID TRACT 1;
THENCE S O1 °39'27"E, 46.23 FEET;
THENCE S 00°07'45"W, 239.62 FEET;
THENCE S 00°02'S4"E, 240.98 FEET;
TIiENCE S 00° 16` 10"W, 240.11 FEET;
THENCE S 00°OS' 15"W, 193.73 FEET;
THENCE S 00°09'49"W, 159.37 FEET;
THENCE S 0300713011W, 136.17 FEET;
THENCE S 000 10128"W, 117.40 FEET;
THENCE S $9°5Ill $"E, 18.32 FEET;
THENCE N 55045'18"E, 13.27 FEET;
THENCE N 29020'54"E, 61.95 FEET;
THENCE N 82059'12"E, 29.11 FEET;
THENCE S 76048'02"E, 38.97 FEET;
THENCE N 81 °31'02"E, 42.52 FEET;
THENCE N 64056110"E, 12.15 FEET;
THENCE S 30032108"E, 25.22 FEET;
THENCE S 00°1415W, 13.28 FEET;
THENCE S 32° 18'S8"E, 21.36 FEET;
THENCE S 78°07'20"E, 14.66 FEET;
THENCE N 10°26'29"E, 17.31 FEET;
THENCE N 53°35'10"E, 21.88 FEET;
THENCE N 78°49'S8"E, 15.44 FEET;
THENCE S 57°06'S9"E, 24.14 FEET;
THENCE S 41°22'42"E, 62.38 FEET;
THENCE S O1°13'29"E, 28.82 FEET;
THENCE S 00°45'46"W, 119.18 FEET;
THENCE S 88°56'22"E, 602.59 FEET, TO THE NORTHEAST CORNER OF SAID MILLER AND
PAYNE TRACT
RECORDED IN INSTRUMENT NUMBER 20110401000341650 AND BEING THE NORTHWEST
CORNER OF
AFOREMENTIONED MILLER TRACT RECORDED IN VOLUME 2667, PAGE 671;
THENCE N 89°49'S1 "E, 933.16 FEET;
THENCE N 89°46'06"E, 488.86 FEET, PASSING THE NORTHEAST CORNER OF SAID MILLER
TRACT AND BEING
THE NORTHWEST CORNER OF AFOREMENTIONED MILLER TRACT RECORDED IN
VOLUME 1068, PAGE 507;
THENCE S 03023135"E, 989.07 FEET, TO THE BEGINNING OF A CURVE TO THE RIGHT;
THENCE WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 277.01 FEET, THROUGH
A CENTRAL ANGLE OF 38°31'S4", HAVING A RADIUS OF 411.91 FEET, THE LONG CHORD
WHICH BEARS S 150521225'W2 271.82 FEET;
THENCE S 35008'19"W, 286.03 FEET;
THENCE S 06006'41 "W, 811.64 FEET;
THENCE S 89056'10"W, 1154.19 FEET;
THENCE N 00010'56"E, 232.21 FEET;
THENCE S 89009'27"W, 794.06 FEET;
THENCE S 89039'13"W, 1753.66 FEET;
THENCE S 89°5539W, 746.70 FEET;
THENCE S 89°5139W, 315.81 FEET;
THENCE 0 89°09'41"W, 111.58 FEET;
THENCE N 20°10'35"E, 140.94 FEET;
THENCE N 55°00'S9"E, 55.72 FEET;
THENCE N 65°08'S5"E, 164.54 FEET;
THENCE N 24°07'01 "E, 75.15 FEET;
THENCE N 08°28'12"E, 68.74 FEET;
THENCE N 18°33'24"E, 30.27 FEET;
THENCE N 39°07'19"E, 204.32 FEET;
THENCE N 15°58'26"E, 96.33 FEET;
THENCE N 51 °42'39"E, 216.49 FEET;
THENCEN 10°14'20"E, 39.18 FEET;
THENCE N 16°20'38"W, 43.77 FEET;
THENCE N 25°38'17"W, 56.21 FEET;
THENCE N 300231S1 "W, 42.71 FEET;
THENCE N 30°57'S6"W, 141.18 FEET;
THENCE N 22°04'S61111T, 112.22 FEET;
THENCE N 08°32'18"W, 237.53 FEET;
THENCE N 21021'56"W, 73.37 FEET;
THENCE N 12045'32"W, 39.65 FEET;
THENCE N 04005'51 "E, 114.57 FEET;
THENCE N 05037'47"E, 102.03 FEET;
THENCE N 20012'50"E, 61.91 FEET;
THENCE N 1505654"E, 37.72 FEET;
THENCE N 100491321E, 87.03 FEET;
THENCE N 23°29O1E, 238.46 FEET;
THENCE N 60°OS'36"E, 217.24 FEET;
THENCE N 40°3612E, 97.96 FEET;
THENCE N 22°54'02"E, 117.90 FEET;
THENCE N 54°18'35"E, 58.08 FEET;
THENCE N 42°30'22"E, 62.53 FEET;
THENCE N 22°13'30"E, 121.36 FEET;
THENCE N 31 °23'35"E, 106.80 FEET;
THENCE N 24°37'01 "E, 76.66 FEET;
THENCE N 08°41'S0"W, 134.21 FEET;
THENCE N 30°06'30"E, 75.08 FEET;
THENCE N 66°06'02"E, 55.48 FEET;
THENCE N 52°19'07"E, 141.40 FEET;
THENCE N 18°14'45"E, 95.78 FEET;
THENCE N 43°56' 12"E, 420.59 FEET;
THENCE N 28°03126"E, 46.51 FEET;
THENCE N 04°16'S6"E, 105.49 FEET;
THENCE N 89°36'40"E, 276.78 FEET;
THENCE N 89054'11"E, 938.53 FEET TO THE POINT OF BEGINNING AND CONTAINING
12,670,595 SQUARE FEET OR 290.877 ACRES OF LAND MORE OR LESS.
"This document was prepared under 22 TAC 663.21, does not reflect the results of an on the ground
survey, and is not to be used to convey or establish interests in real property except those rights and
interests implied or established by the creation or reconfiguration of the boundary of the political
subdivision for which it was prepared."
3
Dota4 LLC
ML• 20150123570
O.PR.C.C*TwC.T.
N23`29'O7"E
238.48'
IFortbOn Or1d Jmtt BrrHh
OPR.C.C.T.
10ib.rb Pori
VOL 5820, 1p. 21SD
OP.RC.FT.
N51Y2'39"E
Du. �• oae3 m1.•
oP.Y1.c.c.T.
Vbla "01ft
Vd. 8000
DAFL Pa.
O.P.R.C. T.
Dam PNMr o
Vd 4972, Pa. SS35 • ,
497 0 .T.
�9M1^ F
®o14CA
P
Point of
Bepnnii
SO 239.62' 7445*'W
500'D215411E
2F0.96'
S00'i6110" W
240.11'
S00'OS1I5°W
43.73'
290.677 Acree
72,670,595 Sq. Ft.
TRACT 1
MM ANNA 325, LLC
iNST.• 20190411000386110
O.P.R.C.C.T:
S89'09'2T'W
C100 Hurtl9an Cr•d, LLC
ht1! 2015052000008S1D20
OPA.00.T.
"This document was prepared under 22 TAC 663.21,
does not reflect the results of an on the ground survey,
and is not to be used to convey or establish interests in
real property except those rights and interests implied or
established by the creation or reconfiguration of the
boundary of the political subdivision for which it was
prepared."
n
�^t�E LOTO
' �'' LAND SOLUTIONS
11000 FRISCO ST. SUITE 409 JOB#: CEN18001
PRISCO.TX75033 469.213-1600
L9 LiDL{�,77
09
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277*77.D1'
LC- S15.52' 22
271.82'
S�•o
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s
P
EXHIBIT A-3 "PID PROPERTY"
290.877 ACRES
BY: SRAMSEY CHECKED BY: SRAMSEY DATE: 17/26/2019 PAGE #: 1 OF 1
EXHIBIT A-2: "IN CITY PROPERTY" 31.964 ACRES
BEING THAT CERTAIN TRACT OF LAND SITUATED IN THE J. ELLET SURVEY, ABSTRACT
NUMBER 296, AND THE W. RATTAN SURVEY, ABSTRACT NUMBER 752 COLLIN COUNTY,
TEXAS, BEING ALL OF THAT TRACT OF LAND DESCRIBED BY DEED TO BFB ANA 40
ACRES, LLC, RECORDED IN INSTRUMENT NUMBER 20190412000390800, OFFICIAL PUBLIC
RECORDS, COLLIN COUNTY, TEXAS, AND BEING MORE PARTICULARLY DESCRIBED BY
METES AND BOUNDS AS FOLLOWS:
BEGINNING AT THE MOST SOUTHERLY SOUTHEAST CORNER OF SAID BFB ANNA 40
ACRES TRACT BEING THE SOUTHWEST CORNER OF THAT TRACT OF LAND DESCRIBED IN
DEED TO AT&T CORP. RECORDED IN INSTRUMENT NUMBER 20170308000301250 OF SAID
O.P.R.C.C.T, AND BEING IN THE NORTH LINE OF THAT TRACT OF LAND DESCRIBED IN
DEED TO ONE ANNA TWO, LTD. RECORDED IN INSTRUMENT NUMBER 20070201000151600
OF SAID O.P.R.C.C.T.
THENCE S 89°04'42"W, 832.53 FEET;
THENCE N OS°15'18"E, 811.64 FEET;
THENCE N 34° 16'S6"E, 286.03 FEET TO THE BEGINNING OF A CURVE TO THE LEFT;
THENCE WITH SAID CURVE TO THE LEFT, AN ARC DISTANCE OF 277.01 FEET, THROUGH A
CENTRAL ANGLE OF 38°31S4", HAVING A RADIUS OF 411.91 FEET, THE LONG CHORD
WHICH BEARS N15000159"E, 271.82 FEET;
THENCE N 040141S811W, 285.02 FEET;
THENCE N 8804410011E, 810.23 FEET;
THENCE S 08°O1'37"E, 97.91 FEET;
THENCE S 0303611011W, 200.49 FEET;
THENCE S 07036'25"W, 1,157.29 FEET;
THENCE S 89008112"W, 82.86 FEET;
THENCE S 10019'04"W5 152.94 FEET TO THE POINT OF BEGINNING AND CONTAINING
1,392,344 SQUARE FEET OR 31.964 ACRES OF LAND MORE OR LESS.
"This document was prepared under 22 TAC 663.21, does not reflect the results of an on the ground
survey, and is not to be used to convey or establish interests in real properly 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."
z
0
CURVE TABLE
N0.
DELTA
RADIUS
LENGTH
CHORD BEARING
CHORD
C1
38031'54"
411.919
277.01'
N15'00'59"E
271.82'
A��S b,{e
lf
EL'e 4
s•ae�
gtic
Ab
N04'14'58"W
SHEIKH M. ALAb4
1NST j 19990120000074010
0, P. R. C. C. T.
N88'44'00"E
81 On 23'
Approximate Survey Line
97.91'
S03'36'10"W
200.49'
TRACT 1 � j $rw` � 52
1NST. f[ 20190411000J86110 Q� get � be'
0,P.R.C.CT. ��Yop�
01
NInn
n N3,
BFB ANA 40 ACRES, LLC A, K
IV
JNST.Tj 20190412000390800 r 1
O.P. R.C.C. T.
31.964 ACRES io
�' 1,392,344 SQUARE FEET
IOU
OODD
r� SW08912"W v
S10'19'04"w
152.94'
� S89'04'42"W pOiNT OF
832.53 BEGINNING
ONE
ANNA TWO, I_ TO.
/ INST Jj' 20070201000151600
"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."
-- AT&T CORP.
INST. j! 200609120U7318850
O.P.R.C.C. T.
EXHIBIT A-2 "IN CITY PROPERTY"
31.964 ACRES
LAND SOLUTIONS
i1000Fwscosr.SUITE aoo JOB #: CEN18001 DRAWN BY: MYOST
BY:SRAMSEY �DATE:Bl08J2020 1 PAGE#:1OF1
Exhibit A-2
METES AND BOUNDS DESCRIPTION AND DEPICTION OF THE IN -CITY
PROPERTY
EXHIBIT A-2: "IN CITY PROPERTY" 3I.964 ACRES
BEING THAT CERTAIN TRACT OF LAND SITUATED IN THE J. ELLET SURVEY, ABSTRACT
NUMBER 296, AND THE W. RATTAN SURVEY, ABSTRACT NUMBER 752 COLLIN COUNTY,
TEXAS, BEING ALL OF THAT TRACT OF LAND DESCRIBED BY DEED TO BFB ANA 40
ACRES, LLC, RECORDED IN INSTRUMENT NUMBER 20190412000390800, OFFICIAL PUBLIC
RECORDS, COLLIN COUNTY, TEXAS, AND BEING MORE PARTICULARLY DESCRIBED BY
METES AND BOUNDS AS FOLLOWS:
BEGINNING AT THE MOST SOUTHERLY SOUTHEAST CORNER OF SAID BFB ANNA 40
ACRES TRACT BEING THE SOUTHWEST CORNER OF THAT TRACT OF LAND DESCRIBED IN
DEED TO AT&T CORP. RECORDED IN INSTRUMENT NUMBER 20170308000301250 OF SAID
O.P.R.C.C.T. AND BEING IN THE NORTH LINE OF THAT TRACT OF LAND DESCRIBED IN
DEED TO ONE ANNA TWO, LTD. RECORDED IN INSTRUMENT NUMBER 20070201000151600
OF SAID O.P.R.C.C.T.
THENCE S 89°04'42"W, 832.53 FEET;
THENCE N OS°15'18"E, 811.64 FEET;
THENCE N 34°16'S6"E, 286.03 FEET TO THE BEGINNING OF A CURVE TO THE LEFT;
THENCE WITH SAID CURVE TO THE LEFT, AN ARC DISTANCE OF 277.01 FEET, THROUGH A
CENTRAL ANGLE OF 38°31'S4", HAVING A RADIUS OF 411.91 FEET, THE LONG CHORD
WHICH BEARS N15000'59"E, 271.82 FEET,
THENCE N 040141S811W, 285.02 FEET;
THENCE N 88044'001vE, 810.23 FEET;
THENCE S 08°O113711E, 97.91 FEET;
THENCE S 03036110"W, 200.49 FEET;
THENCE S 0703612511W2 1,157.29 FEET;
THENCE S 89008'12"W, 82.86 FEET;
THENCE S 10019'04"W, 152.94 FEET TO THE POINT OF BEGINNING AND CONTAINING
1,392,344 SQUARE FEET OR 31.964 ACRES OF LAND MORE OR LESS.
"This document was prepared under 22 TAC 663.21, does not reflect the results of an on the ground
survey, and is not to be used to convey or establish interests in real property except those rights and
interests implied or established by the creation or reconfiguration of the boundary of the political
subdivision for which it was prepared."
CURVE TABLE
N0.
DELTA
RADIUS
LENGTH
CHORD BEARING
CHORD
C1
38031*54"
411.91'
277,01'
N15'00159"E
271.82'
It 5a' ev 296
Vie or(o
3.
AbS161a
N04'14'S8"W
285.02'
TRACT i
MM, ANNA 325, LLC
INST.# 20190411000386110
0. P. R. C. C T.
�h0
ry
SNEIKN M. ACAM
INST.j 19990120000074010
O.P.R.CC.T.
N88'44'00"E
s10.23'
Approximate Survey line
S08'01'37"E
97.91'
S03'36'10"W
200.49'
U S"1 ri7�
gad I1411' ff
PI of ae�
N
n n �
BF8 ANA 40 ACRESs LLC S
INST # 20190412000390800 `� 1
O.P.R.C.C. T.
31,964 ACRES
1,392,344 SQUARE FEET .'(0� e
N
SB9'08'12"W
S10'19'04"W
152.94'
_ — — � S89'04'42"W POINT OF
832.53 BEGINNING
ONE ANNA TWO, LTD.
/ INST#/ 20070207000751600
"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
)repared."
�^t�E L4T0
I�''' LANi SOLUTIONS
ll000 FwssTsurr4 0 a &A JOB #• CEN18001
A7&T CORP.
INST.7j! 20060912007378850
EXHIBIT
A-2 "IN CITY PROPERTY"
31.9fi4 ACRES
BY: MYOST
BY;SRAMSEY �DATE:6/OS/2020 'PAGE#:1.OF1
E�IBIT A-�: `PID PROgERTY" 290.S7i ACRES
O IN RLSR�IIIIII
BEGINNING AT THE hiQST NQRTHERLY NUR'rHEA;BT tARNER QF SAID TRACT 1;.
THENCE: S 41°39'2 i"E, 4b23 FEET;
THEI�'CE S 00°0� 45"1?��� 739.62 FEET;
TIIEI4'GE S 04°U2'S4"E:, 24Q.98 FEET;
THENCE S 00°16'f0"t�tz, 240.11 FEET;
0
0�11511���, i93.i3 FEET:
THENCE S �0091�911t��, 159.3'� FEET;
THENCE S 03°Oi1301llxti, 136_lI FEET;
THEht�E S 00°14'2S"W117.40 FEET;
THENCE S 89`'SIll 8"E, 18:32 FEET;
TI3ENCE N 55°45' 18°E,1327 FEET;
THE33CE N 29°20'54"E, 61.95 FEET;
THENCE N 82059'12"E, 29.11 FEET;
THENCE S 76043'02"E, 38.97 FEET;
THENCE N 81031'03'°E, 4?.52 FEET;
TFiE%'CE N 64056'10`°E,12.15 FEET;
T=CE S 30°3208E, '? 522 FEET;
THE1NaCE S OEl°1A4'15"W'. 13.3$ FEET;
TriENCE S 32°13'S8"E; 21.3b FEET;
THENCE S 7S°Qi'�0"E, I�.bb FEET;
THENCE N l0°26`�9"E,1i.31 FEET;
THE2�iCE N 53`35°10"E, 21.88 FEET;
THENCE N 78`49'S8"E, 15.44 FEET;
THEhTCE S 5?°06'S9"E, 24.14 FEET.
THEIegCE S 41°2?'=12"E. �2.8 FEET:
THENCE S Ql°13'29"E, 28.82 FEET:
THENCE S Q4°45'46"W, 1I9.I8 FEET;
THENCE S 8S°56'22"B, 6Q2.59 FEET: TO THE IORTHEAST CORNER OF SAID 11fILLER. Ah'D
PAYNE TRACT
RECORDED IN INSTRUIv4 Nq NUMBER 26110401000341650 AND BEING THE NORMVEST
C ORNER OF
AFOR.EMENI IONED NM.LER TRACT RECORDED IN V'OLMiE 266i, PAGE 6 r 1;
THENCE N 89°49'S1 "E, 933.16 FEET;
HE NORTHWTST CORNER OF AFOREIVIENTIONTI) lsULLEFL TRACT RECORDED IN
rOLUNME. 1069,►
THENCE S Q3°23135"E, 98Q.Q7 FEET; TO T`HE BEGIlVIdmtG OF A CURVE TO THE RIGHT;
THENCE UM s_AID CURVE TO THE RIGHT, AN ARC DISTANCE OF 277.01 FEET, THROi3GH
A CENTRAL A�1Gi£ OF 38°31' S4�, HAVING A R.�DICFS OF 411.91 FEET, THE LO?vG CHORD
�°I•IiCHBEARS S 15052`2210W, 271.82 FEET,
THENCE S 35°08'19"W, 386.03 FEET;
THENCE S 05°06'41"V 511.64-FEET;
THENCE S 89°56'14"iti, 1154.19 FEET;
THENCE N 00°10'56"E, 232.21 FEET;
HE
NCE S 890Q3'22"W� 794.06 FEET;
THENCE S 89039'13°fit', 1753.66 FEET;
THENCE S 89°5539"tt, 746. i4 FEET;
THENCE S 89°51'3916V�, 315.81 FEET;
THENCE S S9°Q9'41 "tt�, 11 i.SS FEET;
THENCE N 20°1Or35"E,1�(}_94 FEET;
TT3EIvFCE N 55°QO"59"E. 55.7'2 FEET;
THENCE N 65°08'S5"E; 16=1.5� FEE.T;
"CE N 2�°07'QI "E, 75.15 FEET;
TT3ENCE N 48°28t1'"E, 68.74 FEET;
THENCE N 18°33`?A•"E; 34:�7 FEET;
THE'I�'CE N 3�°47°19"E, ?Q�_T2 FEET;
THEivaCE N 1 �°58`�6"E; 96.33 FEET;
THEi�?CE N 51°�•?`39"E, 216.45� FEET;
THENCE N 10°1�'�4''E, 3�.18 FEET;
'THENCE N 16°20'38"tits. 43.77 FEET;
CE N 25°38'17'¢��, 56.? i FEET;
THENCE N 300237S1 "�'; 4?.71 FEET;
TTiENCE N 30057`56"fir,FEET;
THE?�CE N 'T3°Oa`56"L�r I1'2 �2 FEET':
'CE N 4803?'18'°EtT_ 237.53 FEET:
THENC'EN21°11'S6'ltt,7337 FEET!S
TFiEhxCE N 1205`32"l,Et. 39.65 FEET:
7
HE1rIGE N 0400551 11E,114_57 FEET;
HENCE
N 05037147'°E514?.43 FEET;
THENCE N 20017'5Q"E, 61.91 FEET;
THENCE N 1505654"B, 37.72 FEET;
THENCE N 14°49a32E; 87.03 FEET;.
TT-IE#vCE N 23°29'Ol"E, 238.46 FEET;
THENCE N 60°48`36"E, z1? 2A FEEET;
THENCE N 4fl°36' 12'°E. 97.96 FEET;
THENCE N 22°Sa`0�"E, 117.9Q FEET;
THENCE N 54°18'35"E1 SS.OS FEET;
THENCE N 4?°3Q"22'"E. 62.53 FEET:
THENCE N 22°13°30"E. 121.36 FEET,
THENG`E N 31°23'�5'°E, 106.8fl FEET':
THENCE N 2�°37'Ql "E, / 6.66 FEET;
THENCE. N OS.°�1'S0"�'. is!�.21 FEET;
THEatiCE N 3Q°Q6'�a'°F, ; s.as FEET;
CE N 66°06`02"E, Ss.�S FEET;
THENCE N 52°la'fl7"E, l�l.�fl FEET;
THENCE N 18°l�"45'°E, 95.78 FEET;
1ZiENCE N 430561"E, �20.59 FEET;
THENCE N 28003"6'°E, 46.51 FEET;
THENCE N aA-°16'S6"E,1a5.49 FEE'd';
THEfieCE N 89`3640"E, 276.78 FEET;
THE?4CE N 89°54`1l "E. 938.53 FEET TO '1T-iE POINT OF BEGFC�'1VIi�fr AND Ct�NTAINING
12,670,595 SQUARE FEET OR 290.877 ACRES OF LAND MORE OR LESS.
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does not refiectthe results of an on the ground survey,
and is not to be used to convey or establish interests 3n
real property except those rights and interests implied or
established by the creation or reconfiguration of theMIFF
boundary of the political subdivision for which it was it
prepared."
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131': 3RtW.4EY ICF:ECKED WY: SRAR1aEY (DATE: 11i2BfYtii9 I PF.GEM 1 OF 1
Exhibit B
AUTHORIZED IMPROVEMENTS WITH THEIR BUDGETED COSTS
=`e=` P E LQTO N
LAND SOLUTIONS
348 TOTAL LOTS
61.3 SINGLE FAMILY/TH ACRES
9.0 THOROUGHFARE ACRES
111250 LOCAL LENGTH OF STREETS (FT)
51920 MINOR ARTERIAL LENGTH (FT)
OPINION OF PROBABLE COST
CENTURION AMERICAN - SHERLEY TRACT, PHASE 1
City of Anna, Collin County, Texas
Project Number:
Prepared For:
Date:
File Name:
Prepared by:
Checked by:
CONSTRUCTION COSTS
CEN18001
CENTURION AMERICAN
April 30, 2020
SHERLEY - PHASE 1
THM
CAL
SUMMARY
MI Costs
PID Costs
Private Costs
Total Costs
DESCRIPTION
1 - Earthwork
$132,960
$300o480
$558,035
. _ $991,475
2 - Retaining Walls
$0
$0-
$339,330
$33%330
3-Water
_
$390,689
$969,453
$0
$1,360,142
_
4 "- Sanitary Sewer -
$0
$925,840
$0
$925,840
5 - Storm
$668,780
$735,270
$0
$1,404,050
6 Paving
$11558,867
$1,883,780
$0
$3,442,647
A All" m
7 - Street Lights &Suns _ T
$0
$265,475
$177,800
$87,675
8 - Screen Walls & Entry Monument
$0
$345,000
$0
_
$345,000
9 - Landscaping and Irrigation
$0
$59,960
$0
$69,960
_
10 - Amenities
11 - District Formation
-
-
-
$0
TOTAL CONSTRUCTION COSTS
$2,929,096
$5,307,458
$897,365
$9,133,919
MISCELLANEOUS COSTS
DESCRIPTION
QTY
UNIT
AMOUNT
AMOUNT
AMOUNT
TOTAL
Engineering & Surve ing (12%of items 1-6 above
! 1
LS
ME IRA
$577,779
$66,964
$974,898
SWPPP (plan_"paration & inspections)
1
LS
__
$9,006
$69000
$6,000
$21,000
Preliminary Platting Fee ($325 + $5/LOT)
1
LS
$2,065
$0
$0
$2,065
Final Platting Fee ($325 + $5/LOT)
1
IS
$2,065
$0
$0
$2,065
Maintenance Bond (2% of Pvg & Utii Contracts)
2%
%
$52,370
$90,2t30
_
$0
$1429660
Engineering Review Fee
1
, LS
$2,500
$0
$0
$2,500
Inspection Fee
4%E
%
$117,160
$212,300
$35,890,1,
$365,350
Geotechnical Testing 10% of Earthwork
10%,
%
$13,300
1
$30,060
_
$551800
I g%150
12 - TOTAL MISC. COSTS
$528,6161
$916,419
$164 654
$1,609,688
SUMMARY
Construction Costs
$2,929,096
$5,307,458
$897,365
$9133,919
"Miscellaneous Costs �
$528,616
13- Contingency Costs 5%
_
$172,886
$311,194
$53,101
$537,180
NET PROJECT COSTS
$31630,600
$6,535,070
$19115,120
$11,280,790
Per Acre:
er Lot:
By/Checked
Description
Date
Previous Cost
AM
Origlnai Estimate
DK tandpfan
12/3/2018
$
10,808,289
CAL
184 026
J:1Job\CEN18001 Sherley_325_Ac\Master Dev1 Entitlements\Development Agreement120200430 REVISION12020-
0430 SHERLEY PHASE 1 OPC.xlsx 1 of 7
GENERAL NOTES LPAGE 1).
1) This estimate is based on the land plan prepared by Peloton Land Solutions dated 7/18/19. Actual quantities will be
determined at the conclusion of the final construction plans.
2) Earthwork quanes do not include costs for rock excavation. 2' of cut across the entire site was used for the purposes
of determining earthwork. A preliminary geotechnical was not cross referenced for this task
3) Sidewalks adjacent to residential lots are excluded from the cost estimate. Sidewalks are assumed to be constructed by
the home builder, except to where adjacent to park detention or open space. ADA ramps are required to be built by the
developer and are included in this estimate.
4) All fees need to be verified by the City of Anna.
5) Impact fees and Park fees are not included in this estimate.
6) Franchise costs are not included in this estimate.
7) This estimate does not include costs for tree mitigation.
8) Costs for exposed beams have been excluded from this estimate.
9) The lot grading assumptions are as follows: The use of a maximum 1' exposed beam, a maximum backyard slope of
10:1, 19/6 minimum grade, and a 3:1 maximum slope of side yards.
10) This estimate does not include moisture conditioning. Should it be necessary, the actual cost would be dependent on
the final geotechnical report. No street moisture conditioning was included in this estimate.
11) Cost estimate does not include costs for detention. A preliminary downstream analysis has not been conducted. This
cost estimate assumes Oncor will allow for utility crossings within their easement
12) This cost estimate assumes for the 12" offsite waterline to be looped into an existing waterlines at the north ends of
Standridge Blvd. and Shadybrook Trail, as constructed with Villages of Hurricane Creek, Phase 1
13) Costs shown herein exclude interest, legal fees, other services provided by others, off -site sanitary sewer pro-rata, off -
site water line improvements, telephone service, off -site easement preparation &procurement, impact fees, or other
costs not specifically addressed, rock excavation, jurisdictional determination and permit processing, and brick pavers.
Engineering costs do not include cost for staking retaining walls.
14) Since the design professional has no control over the cost of labor, materials, or equipment, or over the contractor's
method of determining prices, or over competitive bidding or market conditions, his opinions of probable development
cost provided for herein are to be made on the basis of his experience and qualifications. These opinions represent his
best judgment as a design professional familiar with the construction industry. However, the design professional cannot
and does not guarantee that proposals, bids, or the development cost will not vary from opinions of probable cost
prepared by him. If the owner wishes greater assurance as to the development cost, he shall employ an independent
cost estimator.
15) This estimate has been modified to reflect City of Anna being responsible for constructing the Hurricane Creek sanitary
sewer lines (Projects D & E) as shown on the Conceptual Alignment Exhibit dated May 2018. No costs for this
construction are contained within this estimate.
J:1Job10EN18001_Sherley_325_Ac\Master Dev1_EntitiementslDevelopment Agreement\20200430 REVISION12020-
0430_SHERLEY_PHASE_1_OPC.xisx 2 of 7
MI COSTS
OFFSITE EXCAVATION 10TANDRIDGE PKWY.,
E-W COLLECTOR AND SHADYBROOK
TRAIL
Description
I QTY
UNIT
UNIT PRICE
AMOUNT
Clear, Strip & Grub
Excavation (2 foot Cut) -
Silt Fence --
Removal & Disposal of Unsuitable Materials
,_ 9.00
--35,080
E 11,840
- -- -
1
AC I
CY
LF
LS
21500.00
2.50
1.50
5,000600
22,500.00
87,700.00
17*760400
5/000000
TOTAL EXCAVATION
$132,960.00
OFFSITE WATER STANDRIDGE
PKWY., E-W COLLECTOR
AND SHADYBROOK TRAIL
Description
QTY
UNIT
I
UNIT PRICE
AMOUNT
12" PVC Water Line (STANDRIDGE
BLVD, B-W COLLECTOR)-
3,790
LF
45.00
170t550o00
8" PVC Water Line (SHADYBROOK
TRAIL)
2,680
LF
24.00
64,320.00
12" Gate Valve & Box
18
EA
21400.00
43,200.00
9
EA
1,400.00
129600.00
8" Gate Valve & Box
Fire Hydrant Assembly (inc. 6" Gate
Valve} m
15 f
EA
_
4 ,200.00
63,000.00
Cast Iron Fittings
- -
3
TN
6,000.00
-
.
19,800000
-
Concrete Blocking - Type B
-
10 ;
CY
50
1.00
-
11485.00
---
Trench Safety
I 6,470E
LF
1.00
,
6,470.00
_
Testing (Excluding Geotech)
j 61476 ¢
LF
-
1.20
71764.00
Connect to ExistingWater Stub
}
_
760.00
f
1,500.00
TOTAL OFFSITE WATER
$390,689.00
OFFSITE SANITARY SEWER MAIN ALONG HURRICANE CREEK
Description
I QTY
UNIT
UNIT PRICE AMOUNT
_
30" Sanitary Sewer Main (PSI 15, ASTM F679).
E 5,400E
LF
0.00
_
15" Sanitary Sewer Main (SDR-35}
580
LF
0.00
12" Sanitary Sewer Main (SDR-35)
j 2,820 �
LF
0.00
_
12 1
13
_
EA
EA
0.00
- 0.00
6' Dia. Manhole w/ epoxy coating
5' Dia. Manhole w/ epoxy coating
Manhole" Vacuum test
25
EA
; 0.00
Connect to Existing Sewer Stub
2
EA
0.00
Trench Safety
81800
LF
0.00
81800
LF
0.00
Post Construction CCTV
TOTAL SEWER $0.00
STORM DRAINAGE STANDRIDGE PKWY., E-W COLLECTOR AND SHADYBROOK TRAIL
Description
CITY
UNIT
UNIT PRICE
AMOUNT
18" RCP
400
LF
53.00
21,200.00
21" RCP
150
LF
57.00
81550,00
24" RCP
440
LF
67.00
2%480.00
30" RCP
40
LF
85.00
3,400.00
_
36" RCP
50
LF
109.00
59450.00
42" RCP
820
LF
146.00
119,720.00
48" RCP
300
LF
176.00
52,800.00
2-5'x& RCB
170
LF
625.00
106,250.00
2-7'x4' RCB
160
LF
850.00
136,000.00
-
4'x4' Drop Inlet
- _
1
- -
EA
4,000.00
-
41000.00
10' S_ td. Curb Inlet
6
EA
41000000
24,000.00
15' Std. Curb Inlet
6
EA
30,600.00
50100900
20' Std, Curb Inlet
2
EA
6,000.00
12,000.00
5' Square Stonnwater Manhole
2
EA
51500.00
11,000.00
-
42" Headwall
-
1
EA
4,750.00
4,750.00
54" Headwall
1
( EA
6,250.00
6 250.00
2-5'4' Headwall
21
EA
132000.00
26 000.00
2-7'x4' Headwall
2
1 EA
15,000#00
30,000.00
Trench Safety
21530.00
-__ 2,530
s --- _ LF
----- 1.00
f ip Rap
140
SY
90.00
12,600.00
__.
inlet/SDMH Protectors
15
EA
130.00
1,950.00
Onsite Channel Concrete
2,700
SF
7.50
_
20,250.00
TOTAL STORM $668,780.00
J:\Job10EN18001_Sherley_325_AclMaster Dev1_Entitlements\Development Agreement120200430 REVISION12020-
0430 SHERLEY PHASE 1 OPG.xisx 3 of 7
MI COSTS
OFFSITE PAVING STANDRIDGE PKWY., E-W COLLECTOR AND
SHADYBROOK TRAIL
Description
CITY
I UNIT
UNIT PRICE
AMOUNT
8" Cone Pavement w/ 1 - 25' B-BStandridgePk
21916
_ SY
48.00
139,968.00
8" Cone Pavement w/ 2 - 25' B-B (E-W Coll. & Shadybrook Tr.)
319401
SY
48.00
1899120.00
18,500
1 SY
48.00
8881000.0O
8" Cone Pavement w/ 40' B-B (E-W Coll. & Shadybrook Tr.)
6" Lime Stabilized Subgrade
27,892
1 SY
3.20
89,253.12
83,640.00
*Hydrated Lime (36#/SY)
510
1 TONS
164.00
4', 4" Cone. Sidewalk
5.65
66,896.00
_
11,8401 SF —�
Curiex _ _ _
1.00
11,840.00
11_840 LF
B/F Ramps
46
_
EA
-
1,625.00
710,160.00
Standard Street Header
400
LF
25.00
;
10,000.00
_
Standard Street Barricade -
400
LF
I
25.00
I
10 000.00
TOTAL PAVING
$1,5589867.12
STREET LIGHTS & SIGNS STANDRIDGE PKWY., E-W COLLECTOR AND
SHADYBROOK
TRAIL
Description I
CITY
UNIT
UNIT PRICE
AMOUNT
Street Light_2 Fixtures (400' spad
15
EA €
5,000.00
74,000.00
i
0— (_
18
EA
3,000.00
48,000.00
Open Cutterssei�Ctions)
Ctondu ti- 2ttnch ed. 40 (Street Lights)
4,700
LF
10.00
47,000.00
Sign Posts/Street Name Blades I
16
EA 1
550.00 ;
89800.00
TOTAL STREET LIGHTS & SIGNS
$177,800.00
J:Wob\CEN18001 Sherley_325 Ac\Master Dev1 EntitiementslDevelopment Agreemant120200430 REVISION\2020-
0430 SHERLEY PHASE 1 OPC.xisx 4 of 7
PID DIRECT
EARTHWORK
Description CITY UNIT UNIT PRICE AMOUNT'
35% of private earthwork cost is associated with streets $300,480.25
ONSITE WATER
Description
CITY I UNIT
UNIT PRICE
I AMOUNT
8" PVC Water Line
14,090 LF
24.00
338,160.00
8" Gate Valve & Box
-_-
58 i EA
1,400.00
81,200*00
1" Water Service - Residential
348 1 EA
875.00
304,500.00
Fire Hydrant, ssembly {inc, 6"Gate Valve)
39 1 EA
4 200,00
163 800.00
Sam lin Station
1 EA
53000900
5*000*00
Cast Iron Fittings
7 TN
6,000.00
42,600.00
Concrete BlockIn -Type B
21 CY
150,00
3195.00
Trench Safety
I'll14,090 LF
14,090 LF
11 1400
1.20
14,090M
; 16,908.00
Testing (Excluding Geotech
TOTAL WATER $96%453.00
SANITARY
SEWER
Description
QTY
UNIT
UNIT PRICE
AMOUNT
8" Sanitary Sewer Main (SDR-35)
12,640
LF
35.00
442,400000
4' Dia. Manhole w/ epoxy coating
46
5,100.00
160.00
234,600.00
EA
EA
Manhole - Vacuum test 46
60900,00
4" Sewer Service with cleanouts
348
EA
W 585.00
203,580.00
EA
1,800.00
3,600.00
Connect to Existin Sewer Stub 2
Trench Safety
121640
LF
1,00
120640,00
Post Construction CCTV
12,640
LF
1.75
22,120.00
TOTAL SEWER
$925,840.00
STORM
Description
CITY
UNIT
UNIT PRICE
AMOUNT
18" RCP
360
LF
53.00 1
19,080A0
—_
21" RCP
150
LF
570091
81550,OO
24" RCP
1,050
LF
67.00 `
70,350.00
30" RCP --
1,610
LF
85.00
136,850.00
36" RCP
50
LF
i
109.00
5,450.00
42" RCP
250
LF
;
146.00
36,500.00
48" RCP
550
LF
176.00
96,800.00
54" RCP
600
LF
177,00
1061200,00
4'x4'Drop Inlet
_
2 i
EA
I
4,000.00
8,000.00
10' Std. Curb Inlet
18
EA
4,000*00
72,000.00
15' Std, Curb Inlet
8
EA
61100,00
40,800.00
20' Std. Curb Inlet
6 (
EA
61000,00
361000.0O
4' Square Stormwater Manhole
2 ;
EA
4,500.00
91000000
5' Square Stormwater Manhole
1 ;
EA
J —
5,500.00
5,500.00
_
6' Square Stormwater Manhole
1
EA
66500000
61600.OQ
y
_
24" Headwall
1
EA
2,000.00 I
2,000.00
30" Headwall
3 f
EA
3,500.00
100500000
36" Headwall
EA
4,250.00 I
40260.00
42" Headwall —
_�_
?,.I
4,750.00
49760*00
_ _.
_EA
54" Headwall
2 I
EA
6,250.00 ;
121500,00
—
Trench Safety
4,62C
LF
1.00
41620*00
. ,'.
-.
._..
Rip Rap
160 1
SY
90.00 ?
14,400.00
Inlet/SDMH Protectors
34 1
EA
130.00 °
4,420.00
Onsite Channel (Concrete)
2,700 j
SF
7,50 I
20,250.00
TOTAL STORM
$7351270600
J:\Job\CEN18001_Sheriey_325_Ac\Master Dev1 Entitlements\Development Agreement120200430 REVISION\2020-
0430 SHERLEY PHASE 1 OPC.xisx 5 of 7
PID DIRECT
PAVING
Description
QTY
UNIT
UNIT PRICE
AMOUNT
6" Cone Pavement w/ 31' B-B
400700
SY
38.00
1,546,600.00
3.20
143,360.00
6" Lime Stabilized Subgrade
44,800
SY
_
*Hydrated Lime (36#/SY)
810
TONS
_
164.00
132,840.00
41, 4" Conc. Sidewalk
31240
SF
5.75
18,630tOO
B/F Ramps
12
EA
1,525.00
180300600
Curiex
22,500
LF
1.00
22,500.00
Standard Street Header Stan
—1—
- 31
LF
1111_1111-
--- 00 25.
' 775.00
_. _ _._
Standard Street Barricade
31
LF
25.00
775.00
TOTAL PAVING $19883,780.00
STREET
LIGHTS &SIGNS
Description
QTY
UNiT
UNIT PRICE
AMOUNT
Street Light - 1 Fixture (at intersections)
Sign Posts/Street Name Blades
28
61
EA
EA
3 000.00
550.00
84,375.00
3,300.00
TOTAL STREET LIGHTS & SIGNS
$879675.00
SCREENING WALLS & ENTRY MONUMENTS
Description
QTY
UNIT
UNIT PRICE
AMOUNT
6' Brick Thinwall
Ent!y Feature
2,050
1 41
LF
EA
100.00
5,000.00J
205,000.00
140,000.00
TOTAL SCREENING WALLS & ENTRY MONUMENTS
$345,OWOO
LANDSCAPING &IRRIGATION
Description I
QTY I
UNIT
UNIT PRICE
AMOUNT
Water Service 2" Irrigation Lme
8
EA
2,400.00
191200wOO
2-4" PVC Ird ation Sleeve - Schedule 40 (Street Intersections) !
320
LF
18.00
5,760.00
Landscape
1
_
LS I
_
25,000.00 '
26,000.00
Miscellaneous Mowing, Cleanup & HaukOff
1
i LS
10 000.00 ;
10,000.00
TOTAL LANDSCAPING & IRRIGATION
$59 960.00
J:\Job10EN18001_Sherley_325_AclMaster Dev\ EntitiementslDevelopment Agreement�20200430 REVISION12020-
0430_SHERLEY_PHASE_1_OPC.xlsx 6 of 7
PRIVATE
EARTHWORK
Description
QTY
UNIT
UNIT PRICE
AMOUNT
Clear, Strip & Grub
61.3 1
AC
2 500A0
153,250A0
Excavation (2 foot Cut)
226,900
_
CY
2.50
567,250.00
Rough Lot Grading
_
348
LOT
200.00
69,600.00
Final Lot Grading
348
LOT I
110.00
38,280.00
--- --
Slit Fence
10,090
LF
-- -
1.50
15,135.00
_
Rock Check Dam
6
1 A
1,000.00
69000.00
Construction Entrance
t
_ 2
EA
—2 000.00
4,000.00
Removal & Disposal of Unsuitable Materials
1
LS
5,000.00
5/000000
TOTAL EARTHWORK
$8585515000
65% of private earthwork not associated with streets
$558,034.75
RETAINING WALLS
Description
QTY
UNIT
UNIT PRICE
AMOUNT
2' Retaining Wail
21890
LF
50.00
144,500.00
3' Retaining Wall
_
300
LF
65,00
190500.00
4' Retaining Wall
890
LF
82.00
_ 72,980.00
5' Retaining Wall _Structural
50
LF
100.00
50000600
6' Retaining Wall (Structural
440
LF
120.00
52,800.00
_
8' Retaining Wall Structural
270
j LF
165.00
44,550.00
TOTAL RETAINING
WALLS $3399330.00
J:\Job\CEN18001_Sherley_325 Ac\Master Dev1 Entitlements\Development Agreement\20200430 REVISION\2020-
0430 SHERLEY PHASE 1 OPC.xisx 7 of 7
P E LOTO N
/I I Of LAND SO L LI TIONS
554 TOTAL LOTS
142.0 SINGLE FAMILY ACRES
19A THOROUGHFARE ACRES
11.9 COLLECTOR ACRES
221280 LOCAL LENGTH OF STREETS (FT)
16,270 COLLECTOR LENGTHS (FT)
OPINION OF PROBABLE COST
CENTURION AMERICAN - REMAINDER SHERLEY 554
City of Anna, Collin County, Texas
Project Number:
Prepared For:
Date:
File Name:
Prepared by:
Checked by:
CONSTRUCTION COSTS
CEN18001
CENTURION AMERICAN
April 30, 2020
REMAINDER SHERLEY 554 OPC
TJ W
CAL
SUMMARY
MI Costs
PID Costs
Private Costs
Total Costs
DESCRIPTION
1-Earthwork
$369,410
$596,830
$1,108.398
$2,074,638
2- Retaining Walls
$0
$0
$19425,085
$104250085
3-Water _ _
4- Sanitary Sewer
$1,286,889
$11599,121
$0
$2,886,010
$0
$1,682,193
$0
$0
$186829193
5-Storm
$19581,895
$1,267,660
$208499555
6 - Paving
7 - Street Lights & Signs
$39446,675
$151,150
$3,576,419
$180,700
$0
$0
$0
$7,023,093
$331,850
8 - Screen Walls & Entry Monument
$0
$967,500
$967,500
9-Landscapin9 and Irrigation
10 - Amenities
$0
$103,400
$0
_ $103,400
$0
11- District Formation
$0
TOTAL CONSTRUCTION COSTS
$6,836,019
1 $9,973 822
$295339483
$19 343,323
MISCELLANEOUS COSTS
DESCRIPTION
q
QTY
UNIT
AMOUNT
AMOUNT
AMOUNT
TOTAL
Engineering & Surve 1ng (12% of items 1-6 above)_
SWPPP (plan preparation & ins ections)
Preliminary Platting Fee ($325 + $5/LOT)
1
1
LS
LS
$802,184
$9,000
$1,046,667
$65000
$133,008
$1,981>859
$6,000
_
$21,000
1
LS
$3,095
$0
$0
$3,095
Final Platting Fee $325 + $5/LOT
1
LS
$3,095
$0
$0
$3,095
Maintenance Bond (2% of Pvg & Util Contracts)
2%
%
$1269310
$162,510
$0
$288,820
Engineering Review Fee
Inspection Fee
Geotechnical Testing 10% of Earthwork
1
4%
I LS
$28500
$273,440
$0
$0
$101,340
$2,500
$773,730
%
$3983950
10%
/0
$36,940
$5%680
$110,840
$207,460
12 • TOTAL MISC. COSTS
$1 256 564
$1 673 807
$351,188
$3 281 559
Tl' Ids/i1 it
ConsWction Costs
Miscellaneous Costs
$6,836,019
$9,873,822
$2,533,483
$19,343,323
$3,281,559
$1,258,564
$1,673,807
$351,188
$1441234
13- Contingency Costs
1 5%
$404,629
$582,381
$1,1310244
NET PROJECT COSTS
$8,497,210
$12,230,010
$3,028 900
$23,756,130Werom
Per Acre:
Per Lat:
BvlChecked
Descri o
Dale
Previous Cost
TJW/CAL
Original Estimate
DK Landplan
8/6/2019
$
28,536,800
J:1Job10EN18001_Sheriey_325_AclMaster Dev1 EntitlementslDevelopment Agreement120200430 REVISION12020-0430_REMAINDER_SHERLEY-554_OPCt�d€>7
GENERAL NOTES JPAGE 11
1) This estimate is based on the land plan prepared by PelOton Land Solutions dated 7/18/19. Actual quanes will be
determined at the conclusion of the final construction plans.
2) Earthwork quantities do not include costs for rack excavation. 2' of cut across the entire site was used for the purposes of
determining earthwork. A preliminary geotechnical was not cross referenced for this task
3) Sidewalks adjacent to residential lots are excluded from the cost estimate. Sidewalks are assumed to be constructed by
the home builder, except to where adjacent to park detention or open space. ADA ramps are required to be built by the
developer and are included in this estimate.
4) Aii fees need to be verified by the City of Anna.
5) Fees listed for Platting, Engineering, SWPPP, etc., are based on the assumption the entire project is developed in one
phase.
6) This estimate has been modified to reflect City of Anna being responsible for constructing the Hurricane Creek sanitary
sewer lines (Projects D & E) as shown on the Conceptual Alignment Exhibit dated May 2018, No costs for this
construction are contained within this estimate.
7) Impact fees and Park fees are not included in this estimate.
8) Franchise costs are not included in this estimate.
9) This estimate does not include costs for tree mitigation.
10) Costs for exposed beams have been excluded from this estimate.
11) The lot grading assumptions are as follows: The use of a maximum 1' exposed beam, a maximum backyard slope of
10:1, 1%minimum grade, and a 3:1 maximum slope of side yards.
12) This estimate does not include moisture conditioning. Should it be necessary, the actual cost would be dependent on the
final geotechnical report. No street moisture conditioning was included in this estimate.
131 Cost estimate does not include costs for detention. A preliminary downstream analysis has not been conducted. This cost
estimate assumes Oncor will allow for utility crossings within their easement
14) This cost estimate assumes for the 12" offsite waterline to be looped into an existing waterlines at the north ends of
Standridge Bivd. and Shadybrook Trail, as constructed with Sherley Tract, Phase 1
15) Cost estimate does not include acquiring offsite easements for 30" sanitary sewer, 12" water or ROW for Standridge
Bivd.
16) Rosemond Pkwy. at gas and electric easements will need approval for non-90 degree crossings.
17) Costs shown herein exclude interest, legal fees, other services provided by others, off -site sanitary sewer pro-rata, off -
site water line improvements, telephone service, off -site easement preparation &procurement, impact fees, or other
costs not specifically addressed, rock excavation, jurisdictional determination and permit processing, and brick pavers.
Engineering costs do not include cost for staking retaining walls.
18) Since the design professional has no control over the cost of labor, materials, or equipment, or over the contractor's
method of determining prices, or over competitive bidding or market conditions, his opinions of probable development
cost provided for herein are to be made on the basis of his experience and qualifications. These opinions represent his
best judgment as a design professional familiar with the construction Industry. However, the design professional cannot
and does not guarantee that proposals, bids, or the development cost will not vary from opinions of probable cost
prepared by him. If the owner wishes greater assurance as to the development cost, he shall employ an independent
cost estimator.
J:\Job\CEN18001_Sherley_325 Ac\Master Dev\ Entitlements\Development Agreement120200430 REVISION12020-
0430_REMAINDER SHERLEY-554_OPC.xisx 2 of 7
MI COSTS
OFFSITE EXCAVATION
STANDRIDGE BLVD.
ROSAMOND PKWY
AND
N10 COLLECTORS
Description
OTY
UNIT
UNIT PRICE
AMOUNT
Clear, Strip & Grub
31.00
AC
21500.00
77,500,00
Excavation (2 foot Cut)
100,100
CY
0250,260000
ilt Fence
S--4
2484_4_0_
LF
1,50
6 60.00
Removal & Disposal of Unsuitable
Materials
1
LS
5,000.00 I
5 000.00
TOTAL
EXCAVATION
$369,410.00
OFFSITE WATER ALONG ROSAMOND PKWY. AND U5 75
Description
I OTY
I NIT
UNIT PRICE
I AMOUNT
12" PVC Water tine (along Rosamond Pk_wyand US 75) 1 10*170
1 LF
45 00
457,650.00
12" Jack and Bore (TxDOT Crossing800
)
_
LF
1 500.00
4001000.00
8" PVC Water Line 5,050
LF
24.00
121 t200.00
�_
8" Jack and Bore (Creek Crossing) 150
LF
_.
375.00
56,2%00
_
12" Gate Valve & Box 20
j EA
2,400.00
i 48,000.00
8" Gate Valve &Box j 37
EA
1,400.00
E 511800_00
Hydrant Assembly (inc. 6" Gate Valve) 15
EA
41200.00 '
631000.00
IleFire 1
Cast Iron Fittings 8
TN
6.000.00
481600.00
Concrete Blocking w 24
CY
150.00
45
3,6.00
_
Connect to Existing Water Stub ^ 2
EA
750.00
1,500.00
Trench Safety 16,020
LF
0.00
-
Geotech 16,020
LF
_1_.00
1,26
._16,02
--__9__.00Testin(Excluding
TOTAL OFFSITE WATER $1 286 889.00
OFFSITE
SANITARY SEWER MAIN ALONG
HURRICANE CREEK SOUTH
TO FM 455
Description
OTY
UNIT UNIT PRICE
AMOUNT
30" Sanitary Sewer Main (PSI 15
ASTM F679)
11160 I
LF 1 (
0.00
12" Sanitary Sewer Main (SDR-35)
= 31300 1
LF
0.00
I,e6' Dia. Manhole w/ epox coating oatin9
3 ;
EA Eee-
0.06
5Ile
' Dia. Manhole w1 epoxy coating
8 !
EA ( '
0.00
MaI - Vacuum test
11 g
EA
0.00
Ile-nhole , --
Connect to Existing Sewer Stub
--
i 1
EA 1 1
0.00
Trench Safety
4,460 '
LF ;
0.00
___
Post Construction CCTV
; 4,460
-- --
LF I
0.00
TOTAL SEWER
STORM STANDRIDGE BLVD.,
ROSAMOND PKWY AND
N15 COLLECTORS
Descri
tion
QTY UNIT
UNIT PRICE
AMOUNT
18"
RCP
670
LF
53.00 i
57.00
35,510.00
87,495.00
21" RCP 1,535 LF
24" RCP
1,325
LF
67.00 ?
88,775.00
_._
27" RCP
-
525
LF
Moo j
�_ _
39,375.00
_
30" RCP
_
225
LF
85.00 j
19,125.00
36" RCP
225
LF
109.00
24,525.00
42" RCP - -- -
--------- 11755
LF
146.00
256,230.00
48" RCP
180
LF
176.00
311680.00
5'x3' RCB
725
LF
240.00
1741000.00
6'x3' RCB
i 250
LF
360.00
9%000.00
7'x4' RCB
-_
75
--
LF
440.00
-
33,000.00
3-8'x5' RCB
100
LF
11325.00
132,50_0.00
4-8'x6' RCB
; 100Ile
LFI.Iul
1/700000
170,000AO
10' Sid, Curb Inlet
_ _Ile,
I 22
EA
4,000.00
881000600_
15' Std. Curb Inlet
12
EA
-
5/100000
61 o200,00
20' Std. Curb Inlet
4
EA
_
_ 61000000
240000,00
_ _
6' x 6' Junction Box
_
7 `.
EA
7,500.00
52,500.00
27" Headwall
1
EA
_
3.000.00 e-
61000.00
_
42" Headwall
_2
1 k
EA
4750 00 1
-
4,750.00
48" Headwall
1 i
EA
5:850.00
5,850.00
0)3' Headwall
i 1
EA
6,500.00 !
6,500.00
7'0' Hea-I
1 }
EA
71250.00 ;
71250.00
IdwallIle
3 8'x5' Headwall
_ _
2 '
EA
20,000.00 1
401000.00
44x6' Headwall
j
EA
270500.00 j
_
55,000.00
Trench, Safety
- _ _2
7,690 f
LF
1g00 j
7,690.00
Il _
Rip Rap
225
SY
90.00 fi
iniet/SDMH Protectors
38 1
EA
130.00
_20,250.00
4,940.00
Onsite Channel Concrete
2 100 i
SF
7.50 I
151750.00
TOTAL STORM
$1,581,695.00
J:\Job10EN18001 8herley_325 Ac\Master Dev1_Entitlements\Development Agreement\20200430 REVISION12020-0430_REMAINDER_SHERLEY-554_OPC.xls9cof 7
OFFSITE PAVING
STANDRIDGE BLVD.,
ROSAMOND PKWY AND NIS COLLECTORS
Description
I CITY
UNIT
UNIT PRICE AMOUNT
8" Conc Pavement w/ 1
- 25' B-B - STANDRIDGE BLVD.
1 41722
SY
SY
48.00 226,656.00
48.00 1,845,360.00
8" Conc Pavement w/ 2 - 25' B-B - ROSAMOND PKWY.
38,445
8" Conc Pavement w/ 40' 8-B - N/S COLLECTORS
16,000
SY
48.00 768,000.00
6' Lime Stabilized Subgrade
1 65,084
SY
3.20 208,267.84
_
Hydrated Lime 36#/SY)
11180
TONS
164.00 193,520.00
4, 4" Conc. Sidewalk
22,740
8F
5.65 128,481.00
_
—__ — ----
Curiex
24,440
LF
1.00 t 24,440000
B/F Ramps
30
EA
1,525.00 45,750.00
LF
25.00 1 3,100.00
Standard Street Header
124
Standard SVeet Barricade
25 00 1 3100.00
124
1 LF
TOTAL PAVING $31446j674.84
STREET
LIGHTS
&SIGNS
STANDRIDGE BLVD, ROSAMOND
PKWY AND NIS COLLECTORS
Description
CITY
UNIT
UNIT
PRICE
AMOUNT
Street Light - 2 Fixtures (400' spacings
181
EA
5,000.00
909000.00
_ _
Street Light-1 Fixture_ at intersections
61
EA
3,000.00
181000000
_
Conduit - 2 Inch - Open Cut - Schad. 40 (Street Lights)
3,600 !
LF _ _
10.00
00
36,0.00
--._ _ ._—
_
Si n Posts/Street Name Blades i
13 :
EA
550.00
7150.00
TOTAL STREET LIGHTS & SIGNS
b151,150.00
J:1Job10EN18001_Sherley_325_AclMaster Dev1_EntftlementslDevelopment Agreementt20200430 REVISION12020-0430_REMAINDER_SHERLEY-554_OPC.xiskof 7
PID DIRECT
OFFSITE EXCAVATION STANDRIDGE BLVD., E-W COLLECTOR AND SHADYBROOK TRAIL
Description le QTY UNIT I UNIT PRICE I
35% of private earthwork cost associated with streets EEAMOUNT
829.63
ONSITE WATER
Description
QTY
I UNIT
UNIT PRICE
AMOUNT
8" PVC Water Line
1 25,4051
LF
1 24.00
609j720.00
8" Gate Valve & Box
871
EA
11400,00
121,800.00
1" Water Service - Residential
554
EA
875.00
484,750.00
Fire Hydrant Assembly (inc. 6" Gate Valve)
_
57
EA
41200.00
239,400.00
Sampling Station
1
EA
5,000.00
5,000.00
Cast Iron Fittings
13
TN
61000.00
76,800.00
Concrete Blocking" Type B
38
CY
-
150.00
5,760.00
Trench Safes
25,405
LF
1.00
25,405,00
Testing Exciudin Geotech
Ile-I,e
25,405
: LF
-
(. 1.20
G, 309486600
TOTAL WATER $1,5999121.00
SANITARY
SEWER
Description
QTY
I UNIT
UNIT PRICE
AMOUNT
8" Sanitary Sewer Main (SDR-35)
I 21,510
LF
35.00
752,860000
5,100.00
469,000,00
4' Dia. Manhole Weepxy coating _
_ _____90
EA
5' Dia. Manhole w/ epoxy coating
7
EA
8,050.00
56,350,00
Manhole - Vacuum test
97
EA
150.00
( 14,550100
____.. _.
4" Sewer Service with cleanouts
554
EA
_
585.00
324,090.00
Connect to Existing Sewer Stub
9
EA
19800.00
16o200.00
Trench Safety
210510
LF
1.00
1 211610.00
Post Construction CCTV
21,5101
LF
1.75
1 37,642.50
TOTAL SEWER $1,682,19150
STORM
Descri tion
QTY
UNIT
UNIT PRICE
AMOUNT
18" RCP
1,385
LF
53.00
73,405.00
21" RCP
1,320
LF
57.00
75,240.00
67.00 1
127,635.00
24" RCP 1 11905 LF
27" RCP
926
LF
75,00 ;
69,376,00
30" RCP
21630
LF
8 05 C
223,650.00
36" RCP
430
LF
109.00
46,870.00
42" RCP
600
LF
146.00
73,000.00
48" RCP
170
LF
176.00 '
29*920.00
10' Std. Curb Inlet
56
EA
4,000.00
2241000.00
15' Std, Curb Inlet
27 G
EA
51100.00
137,700.00
20' Std. Curb Inlet
8
EA
6,000.00
481000.00
5' x 5' Junction Box____.._,__._
EA
_ 61500.00
261000.00
21" Headwall
=
1 1
EA
11750.00
1,750.00
_
24" Headwall
21
EA
21000400
4,000.00
30" Headwall - � �
5 1
EA
3/500100 _
17,500.00
4,250,00
41250.00
36" Headwall 1 ( EA
42" Headwall
1
EA
4,750.00
4,750.00
48" Headwall
1
-
EA
5,850.00
51860.00
Trench Safety
9,265 !
LF
Ile
1.00
90.00 I
91265.00
22,600.00
_
Rip Rap� 250 Sy
_
InIet1SDMH Protectors
!
95 !
EA
130.00 !
12,350400
-
-
7.50
--
301750.00
Onsite Channel (Concrete) 41100 1 SF
TOTAL STORM
$11267,660.00
J;1Job10EN18001_Sherley_325 AclMaster Dev1 EntitiementslDevelopment Agreement120200430 REVISION\2020-0430_REMAINDER_SHERLEY-
554 OPC.xlsx 5 of 7
PAVING
Description
CITY I
UNIT
UNIT PRICE
AMOUNT
6" Conc Pavement w/ 31' B-B
76,742 11
SY
38.00 '
2,916,196.00
6" Lime Stabilized Subgrade
84,500 T
SY
3.20
270,400.00
- ---
*Hydrated Lime 36#/SY
1,5301
TONS
164.00
2509920.00
4', 4" Conc. Sidewalk
6,850 ;
SF
5.65
38,702.50
B/F Ramps . _
64 ;
EA
1,525.00
97,600.00
Cudex
2,600
LF
I 1.00
2,600.00
TOTAL PAVING
$3,576,418.50
STREET LIGHTS &SIGNS
Description
QTY I UNIT UNIT PRICE AMOUNT
Street Light -1 Fixture at intersections)
Sign Posts/Street Name Blades
641 EA I 3,000600 ^ _ 162,000.00
34 I EA 550.00 18,700.00
TOTAL STREET LIGHTS & SIGNS
$180,T00.00
SCREENING WALLS
&ENTRY MONUMENTS
Description
QTY I UNIT UNIT PRICE AMOUNT
6' Brick Thinwall_
6,875 1 LF 100.00 l 687,600.00
Entry Feature
I 8 i EA 35,000.00 [ 280,000.00
TOTAL SCREENING WALLS & ENTRY MONUMENTS
$9671500.00
LANDSCAPING &IRRIGATION
Description
CITY I
UNIT
UNIT PRICE
I AMOUNT
Water Service 2" Irrigation Line
24' PVC Irrigation Sleeve - Schedule 40 (Street Intersections) `:,
151
10800 #
EA I
LF
2,400.00
18.00
OO
I 36,000.00
_-
32,400.00
Landscape _ -- —
Miscellaneous Mowin , Cleanup& HaukOff ?
1 (
1 '';
LS
1-
_ 25,000.00
__
10 000.00
25,000.00
10,000400
TOTAL LANDSCAPING & IRRIGATION
$1039400.00
J;\Job10EN18001 Sherley_325 AclMaster Dev1_EntitlementslDevelopment Agreement120200430 REV1510N12020-0430_REMAINDER_SHERLEY-
554 OPC.xisx 6 of 7
PRIVATE
EARTHWORK
Description
CITY
UNIT
UNIT PRICE
AMOUNT
Ciear, Strip & Grub
142.0
AC
20500000 (
355,000.00
Excavation (2 foot Cut)
CY
2.50
19145,500600
458,200
_
Rough Lot Grading
554
LOT_
200.00
110,800.00
Final Lot Grading
554
LOT
110.00
60,940.00
Silt Fence
( 9,325
1 LF
1.50
13,987.50
_
Rock Check Dam
_
10
11000600
10,000.00
Construction Entrance
2
EA
2 000.00 ;
4,000.00
Removal & Disposal of Unsuitable Materials
1
LS (
5,000000 1
51000600
TOTAL EARTHWORK
$1,7059227.50
65% of private earthwork not associated with streets
$1910%397,88
RETAINING WALLS
Description
CITY
UNIT
UNIT PRICE
AMOUNT
2' Retaining Wall
12.510
LF
f 50.00
; 625,500.00
_
4' Retaming Wall
, 5,405
_
LF
_
82.00
443,210*00
6' Retaining Wall (Structural)
1,830
LF
k 120.00
219,600.00
8' Retaining Wall (Structural)
425
LF
I. 165.00
70,125.00
10' Retaining Wail Structural
310 (
LF
; 21&00
1 66,650.00
TOTAL RETAINING WALLS
$194259085.00
J:\Job\CEN18001 Sherley_325 Ac\Master Dev\ EntitlementslDevelopment Agreement\20200430 REVISION\2020-
0430 REMAINDER SHERLEY-554 OPC.xlsx 7 of 7
Exhibit C
CONCEPT PLAN
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Exhibit C-
AMENITY CENTER CONCEPT PLAN
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Exhibit C-2
NEIGHBORHOOD TRAIL PLAN
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Exhibit D
DEVELOPMENT STANDARDS
Exhibit D
Development Standards
These Development Standards reference the City %J Anna Zoning Ordinance, Subdivision
Regulation, Subdivision Design Standards, and Tree Preservation & Landscape
Regulations effective April 9, 2019 and are not subject to future revisions, amendments
or changes.
1. Definitions: The following additional definitions shall apply:
Quadplex: Single -story building with a maximum of four dwelling units per building.
Each dwelling unit will have a distinct ingress/egress and garage. Driveways can
be shared between adjacent garages.
2. Permitted Uses and Development Standards: The permitted uses and standards
shall be in accordance with the SF-Z Single -Family Residence District - Zero lot
line homes, SF-TH Townhome District, SF-60 Single -Family Residence District,
SF-72 Single -Family Residence District, and SF-84 Single -Family Residence
District zoning districts, unless otherwise specified herein.
SF-TH-SR: Townhome Senior District: Provides age -restricted attached housing
arranged as single -story quadplex buildings. Permitted uses and standards shall
be in accordance with the SF-TH Townhome District, unless otherwise specified
herein. To be established and recorded in the CCR's.
SF - TH SF - TH - SR SF-Z SF-60 SF-72 SF-84
Typical Lot Size
per Concept 25' x 90' 85' x 75' 40' x 110' 50' x 120' 60' x 120' 70' x 12080' x 125'
Plan
Lot/Unit Count
per Concept 190 108 143 323 139 550426
Plan
Maximum
Lot/Unit Count 200 115 150 340 145 58; 27
(+5%)
Minimum
Lot/Unit Count (- 180 100 135 305 132 52; 25
5%)
Maximum height 35 35 35 35 35 35
(feet)
Side Yard, 0/5 0/5 5 5 5 5
Interior (feet)
Side Yard, corner 10 10 10 10 10 10
lot, street side
(feet)
Rear Yard (feet)
10 10 10 15 15 15
Front Yard (feet)
20 20 20 25 25 25
Lot Area (feet)
2000 2000 4000 6000 7200 8400
Min, Lot Width 20 20 40 50 60 70
(feet)
Min. Lot Depth
(feet) 80 80 100 100 110 110
Max. Lot 70 70 85 55 55 55
Coverage (%)
Building Size 900 900 1200 1600 1800 1800
(square feet)
Masonry (%) 60 60 60 60 60 60
3. Supplementary Design Standards:
a. Waiver of strict compliance with masonry requirements shall not be required
[9.04.034(d )];
b. Within residential developments, single-family homes with substantially
identical exterior elevations can only repeat every three (3) lots when
fronting the same right of way including both sides of the street
[9.04.034(e)(1)(A)];
c. Garages for lots developed as SF-TH or SF-TH-SR may be developed as
front entry and shall not be required to provide swing drives (" X drives) or
be restricted to alley access. Garage door frontage restrictions shall not
apply [9.04.034(e)(3)];
d. Building Articulation: At least two (2) facade articulation techniques will be
provided on each single-family home [9.04.034(e)(4)],
e. Front porch of at least forty (40) square feet [9.04.034(e)(4)(D)],
f. Divided light windows in front is an acceptable technique for building fagade
articulation,
4. Landscaping Standards:
a. Section 9.06.006(p) is deleted in its' entirety;
b. Requirements for single-family residential lots: One tree per lot for SF-TH,
SF-TH-SR and SF-Z lots shall be planted in either the front or rear yard at
the builder's discretion. Two trees per lot will be required for SF-60, SF-72
and SF-80 lots; at least one tree must be planted in the front yard
[9.06.006(q)];
c. Only tree species listed in Section 9.07 Appendix 2, Overstory (Shade)
Trees will be required to satisfy these Standards.
5. Tree Preservation:
a. Remove definition of protected tree, quality tree, specimen tree, and tree
survey [9.07.002];
b. An aerial photograph canopy map at the same scale as the site plan or
preliminary plat with building pad, pavement areas, and other construction
features that will disturb the land indicated. The aerial photograph canopy
map shall include the following information [9.07.008(b)(2)];
c. An aerial photograph accompanied by a transparent plan of the
development at the same scale as the photograph, showing all non -
disturbance areas and proposed exemption areas where no trees will be
critically altered will be provided, The aerial photograph will also include an
outline of the existing tree canopy area on the property and the calculated
area (square feet or acres) of the existing canopy coverage.
[9.07.008(b)(2)(G-K)];
d. A tree preservation plan shall be submitted showing existing tree canopy to
remain, existing tree canopy to be removed, and replacement trees with
type, location, number, and size of replacement trees indicated. The tree
preservation plan information may be included on the aerial photograph
canopy map if all information can be clearly delineated [9.07.008(d)];
e. Tree replacement credits will be given for all trees planted under
Landscaping Standards 4.b and 4.c above. Trees planted to provide canopy
coverage will be credited at its canopy coverage at normal maturity. These
credits are as follows:
• Large canopy tree with typical crown width of fifty (50) feet in
diameter two thousand (2,000) square feet;
• Medium canopy tree with typical crown width of thirty (30) feet in
diameter seven hundred (700) square feet,
+ Small canopy tree with typical crown width of ten (10) feet in
diameter one hundred (100) square feet
Tree replacement canopy will be provided for up to 25% of the tree
canopy removed from the site [9.07.011(I) and 9.07.013 (B-E)];
Exhibit E-1
ROADWAY IMPROVEMENTS
Exhibit E-2
HURRICANE CREEK REGIONAL TRUNK SEWER IMPROVEMENTS
Exhibit E-3
WATERLINE IMPROVEMENTS
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Exhibit F
HOME BUYER DISCLOSURE PROGRAM
The Administrator (as defined in the Service and Assessment Plan) shall facilitate notice
to prospective homebuyers in accordance the following notices. Administrator shall monitor the
enforcement of the following minunum requirements:
1. Record notice of the special assessment district in the appropriate land records for
the property.
2. Require builders to include nonce of the special assessment district in addendum to
contract on brightly colored paper.
3. Collect a copy of the addendum signed by each buyer from builders and provide to
the City.
4. Require signage indicating that the property for sale is located in a special
assessment district and require that such signage be located in conspicuous places
in all model homes.
5. Prepare and provide to builders an overview of the District for those builders to
include in each sales packets.
6. Notify builders who estimate monthly ownership costs of the requirement that they
must include special taxes in estimated property taxes.
7. Notify Settlement Companies through the builders that they are required to include
special taxes on HUD 1 forms and include in total estimated taxes for the purpose
of setting up tax escrows.
8. Include notice of the special assessment district in the homeowner association
documents in conspicuous bold font.
9. The City will include announcements of the special assessment district on the City's
web site and community channel.
10. The disclosure program shall be monitored by the Developer and Administrator.
Exhibit G
LANDOWNER AGREEMENT
LANDOWNER AGREEMENT
This LANDOWNER AGREEMENT (the "Afeement"), is entered into as of
among the City of Anna, Texas (the "C"), a home -rule municipality of
the State of Texas (the "State"), and a Texas (the
"Landowner").
RECITALS:
WHEREAS, capitalized terms used but not defined herein shall have the meanings given
to them in the Service and Assessment Plan (as defined herein); and
WHEREAS, Landowner owns the Assessed Property described by a metes and bounds
description attached as Exhibit I to this Agreement and which is incorporated herein for all
purposes, comprising all of the non-exempt, privately -owned land described in Exhibit I (the
"Landowner Parcel") which is coterminous with the Sherley Tract Public Improvement District
the "District") in the City; and
WHEREAS, the City Council has adopted an assessment ordinance (including all exhibits
and attachments thereto, the "Assessment Ordinance") for the Authorized Improvements and the
Sherley Tract Public Improvement District Service and Assessment Plan (as updated and amended,
the "Service and Assessment Plan') and which is incorporated herein for all purposes, and has
levied an assessment on the Assessed Property in the District that will be used for the payment of
certain infrastructure unprovements and to pay the costs of constructing the Authorized
Improvements that will benefit the Assessed Property; and
WHEREAS, the Declaration of Covenants, Conditions and Restrictions attached to this
Agreement as Exhibit II and which are incorporated herein for all purposes includes the statutory
notification required by Texas Property Code, Section 5.014, as amended, to be provided by the
seller of residential property that is located in a public improvement district established under
Chapter 372 of the Texas Local Government Code, as amended (the "PID Act"), to the purchaser.
NOW, THEREFORE, for and in consideration of the mutual promises, covenants,
obligations and benefits hereinafter set forth, the City and the Landowner hereby contract,
covenant and agree as follows:
DEFINITIONS; APPROVAL OF AGREEMENTS
Definitions. Capitalized teens used but not defined herein (including each exhibit hereto)
shall have the meanings ascribed to them in the Service and Assessment Plan.
Affirmation of Recitals. The fmdings set forth mine Recitals of this Agreement are hereby
incorporated as the official findings of the City Council.
I.
AGREEMENTS OF LANDOWNER
A. Affirmation and Acceptance of Ahreements and Findings of Benefit. Landowner
hereby ratifies, confirms, accepts, agrees to, and approves:
(i) the creation and boundaries of the District, and the boundaries of the
Landowner's Parcel which are coterminous with the District, all as shown on Exhibit I,
and the location and development of the Authorized Improvements on the Landowner
Parcel and on the property within the District;
(ii) the determinations and findings as to the benefits by the City Council in the
Service and Assessment Plan and the Assessment Ordinance; and
(iii) the Assessment Ordinance and the Service and Assessment Plan.
B. Acceptance and Approval of Assessments and Lien on Property. Landowner
consents to, agrees to, acknowledges and accepts the following:
(i) each Assessment levied by the City on the Assessed Property within the
District (the "Assessments"), as shown on the assessment roll attached as Appendix _ to
the Service and Assessment Plan (the "Assessment Roll
(ii) the Authorized Improvements specially benefit the District, and the
Landowner's Parcel, in an amount at least equal to the Assessment levied on the
Landownerrc 's Pael within the District, as such Assessment is shown on the Assessment
Roll)
(iii) each Assessment is final, conclusive and binding upon Landowner and any
subsequent owner of the Assessed Property, regardless of whether such landowner maybe
required to prepay a portion of, or the entirety of, such Assessment upon the occurrence of
a mandatory prepayment event as provided in the Service and Assessment Plan;
(iv) the obligation to pay the Assessment levied on the Assessed Property owned
by it when due and in the amount required by and stated in the Service and Assessment
Plan and the Assessment Ordinance;
(v) each Assessment or reassessment, with interest, the expense of collection,
and reasonable attorneys fees, if incurred, is a first and prior lien against the Assessed
Property, superior to all other liens and monetary claims except liens or monetary claims
for state, county, school district, or municipal ad valorem taxes, and is a personal liability
of and charge against the owner of the Assessed Property regardless of whether such owner
is named;
(vi) the Assessment lien on the Assessed Properly is a lien and covenant that
runs with the land and is effective from the date of the Assessment Ordinance and continues
until the Assessment is paid and may be enforced by the governing body of the City in the
same manner that an ad valorem tax lien against real property may be enforced by the City,
(vii) delinquent installments of the Assessment shall incur and accrue interest,
penalties, and attorneys fees as provided in the PID Act;
(viii) the owner of a Assessed Property may pay at any time the entire
Assessment, with interest that has accrued on the Assessment, on any parcel in the
Landowner Parcel;
(ix) the Annual Installments of the Assessments (as defined in the Service and
Assessment Plan and Assessment Roll) maybe adjusted, decreased and extended; and, the
assessed parties shall be obligated to pay their respective revised amounts of the Annual
Installments, when due, and without the necessity of further action, assessments or
reassessments by the City, the same as though they were expressly set forth herein; and
(x) Landowner has received, or hereby waives, all notices required to be
provided to it under Texas law, including the PID Act, prior to the Effective Date (defined
herein).
C. Mandatory Prepayment of Assessments. Landowner agrees and acknowledges that
Landowner or subsequent landowners may have an obligation to prepay anAssessment upon the
occurrence of a mandatory prepayment event, at the sole discretion of the City and as provided in
the Service and Assessment Plan, as amended and updated.
D. Notice of Assessments. Landowner further agrees as follows:
(i) the Declaration of Covenants, Conditions and Restrictions in the form
attached hereto as Exhibit II shall be terms, conditions and provisions running with the
Landowner Parcel and shall be recorded (the contents of which shall be consistent with the
Assessment Ordinance and the Service and Assessment Plan as reasonably determined by
the City), in the records of the County Clerk of Collin County, as a lien and encumbrance
against such Assessed Property, and Landowner hereby authorizes the City to so record
such documents against the Assessed Property owned by Landowner,
(ii) in the event of any subdivision, sale, transfer or other conveyance by the
Landowner of the right, title or interest of the Landowner in the Landowner's Parcel or any
part thereof, the Landowner's Parcel, or any such part thereof, shall continue to be bound
by all of the terms, conditions and provisions of such Declaration of Covenants, Conditions
and Restrictions and any purchaser, transferee or other subsequent owner shall take such
Assessed Property subject to all of the terms, conditions and provisions of such Declaration
of Covenants, Conditions and Restrictions; and
(iii) Landowner shall comply with, and shall contractually obligate (and, upon
the City's request, promptly provide written evidence of such contractual provisions to the
City) any party who purchases any Assessed Property owned by Landowner, or any portion
thereof, for the purpose of constructing residential properties that are eligible for
"homestead" designations under State law, to comply with, the Homebuyer Education
Program described on Exhibit III to this Agreement. Such compliance obligation shall
terminate as to each Lot if, and when, (i) a final certificate of occupancy for a residential
unit on such Lot is issued by the City, and (ii) there is a sale of a Lot to an individual
homebuyer, it being the intent of the undersigned that the Homebuyer Education Program
shall apply only to a commercial builder who is in the business of constructing and/or
selling residences to individual home buyers (a "Builder") but not to subsequent sales of
such residence and Lot by an individual home buyer after the initial sale by a Builder.
Notwithstanding the provisions of this Section, upon the Landowner's request and the
City's consent, in the City's sole and absolute discretion, the Declaration of Covenants, Conditions
and Restrictions may be included with other written restrictions running with the land on property
within the District, provided they contain all the material provisions and provide the same material
notice to prospective property owners as does the document attached as Exhibit H.
II.
OWNERSIiIP AND CONSTRUCTION OF
AUTHORIZED IMPROVEMENTS
A. Ownership and Transfer of Authorized Improvements. Landowner acknowledges
that the portion of the Authorized Improvements benefitting the Landowner Parcel and the land
or easements, as applicable) needed therefor shall be owned by the City as constructed and/or
conveyed to the City and Landowner will execute such conveyances and/or dedications of public
rights of way and easements as may be reasonably required to evidence such ownership, as
generally described on the current plats of the property within the District.
B. Grant of Easement and License, Construction of Authorized Improvements.
(i) Any subsequent owner of the Assessed Property shall, upon the request of
the City or Landowner, grant and convey to the City or Landowner and its contractors,
materialmen and workmen a temporary license and/or easement, as appropriate, to
construct the Authorized Improvements on the Landowner Parcel within the District, to
stage on the Landowner Parcel within the District construction trailers, building materials
and equipment to be used in connection with such construction of the Authorized
Improvements and for passage and use over and across parts of the property within the
District as shall be reasonably necessary during the construction of the Authorized
Improvements. Any subsequent owner of an Assessed Property may require that each
contractor constructing the Authorized Improvements cause such owner of the Assessed
Property to be indemnified and/or named as an additional insured under liability insurance
reasonably acceptable to such owner of the Assessed Property. The right to use and enjoy
any easement and license provided above shall continue until the construction of the
Authorized Improvements is complete; provided, however, any such license or easement
shall automatically terminate upon the recording of the final plat for the Landowner's
Parcel in the real property records of Collin County, Texas.
(ii) Landowner hereby agrees that any right or condition imposed by the
Improvement Agreement, or other agreement, with respect to the Assessment has been
satisfied, and that Landowner shall not have any rights or remedies against the City under
the Sherley Tract Subdivision Improvement Agreement, or other agreement, with respect
to the Assessments has been satisfied, and that Landowner shall not have any rights or
remedies against the City under any law or principles of equity concerning the
Assessments, with respect to the formation of the District, approval of the Service and
Assessment Plan and the City's levy and collection of the Assessments.
III.
COVENANTS AND WARRANTIES; IVIISCELLANEOUS
A. Special Covenants and Warranties of Landowner.
Landowner represents and warrants to the City as follows:
(i) Landowner is duly organized, validly existing and, as applicable, in good
standing under the laws of the state of its organization and has the full right, power and
authority to enter into this Agreement, and to perform all the obligations required to be
performed by Landowner hereunder.
(ii) This Agreement has been duly and validly executed and delivered by, and
on behalf of, Landowner and, assuming the due authorization, execution and delivery
thereof by and on behalf of the City and the Landowner, constitutes a valid, binding and
enforceable obligation of such party enforceable in accordance with its terms. This
representation and warranty is qualified to the extent the enforceability of this Agreement
may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or other
similar laws of general application affecting the rights of creditors in general.
(in)
Neither the execution and delivery hereof, nor the taking of any actions
contemplated hereby, will conflict with or result in a breach of any of the provisions of, or
constitute a default, event of default or event creating a right of acceleration, termination
or cancellation of any obligation under, any instrument, note, mortgage, contract,
judgment, order, award, decree or other agreement or restriction to which Landowner is a
parry, or by which Landowner or Landowner's Parcel is otherwise bound.
(iv) Landowner is, subject to all matters of record in the Collin County, Texas
Real Property Records, the sole owner of the Landowner's Parcel.
(v} The Landowner's Parcel owned by Landowner is not subject to, or
encumbereA by, any covenant, lien, encumbrance or agreement which would prohibit (i)
the creation of the District, (ii) the levy of the Assessments, or (ni) the construction of the
Authorized Improvements on those portions of the property within the District which are
to be owned by the City, as generally described on the current plats of the property within
the District (or, if subject to any such prohibition, the approval or consent of all necessary
parties thereto has been obtained).
(vi) Landowner covenants and agrees to execute any and all documents
necessary, appropriate or incidental to the purposes of this Agreement, as long as such
documents are consistent with this Agreement and do not create additional liability of any
type to, or reduce the rights of, such Landowner by virtue of execution thereof.
B. Waiver of Claims Concerning Authorized Improvements. The Landowner, with
full knowledge of the provisions, and the rights thereof pursuant to such provisions, of applicable
law, waives any claims against the City and its successors, assigns and agents, pertaining to the
installation of the Authorized hnprovements.
C. Notices.
Any notice or other communication to be given to the City or Landowner under this
Agreement shall be given by delivering the same in wng to:
To the City: City of Anna, Texas
Attu: City Manager
111 N. Powell Parkway
Anna, Texas 75409
With a copy to: Wolfe, Tidwell &McCoy, LLP
Attn: Clark McCoy
2591 Dallas Parkway, Suite 300
Frisco, Texas 75034
To the Developer: MM Anna 325, LLC
Attn: Mehrdad Moayedi
1800 Valley View Lane, Suite 300
Farmers Branch, Texas 75234
With a copy to: Miklos Cinclair, PLLC
Attn: Robert Miklos
1800 Valley View Lane, Suite 360
Farmers Branch, Texas 75234
Any notice sent under this Agreement (except as otherwise expressly required) shall be
written and mailed, or sent by electronic or facsimile transmission confirmed by mailing written
confirmation at substantially the same time as such electronic or facsimile transmission, or
personally delivered to an officer of the recipient as the address set forth herein.
Each recipient may change its address by written notice in accordance with this Section.
Any communication addressed and mailed in accordance with this provision shall be deemed to
be given when so mailed, any notice so sent by electronic or facsimile transmission shall be
deemed to be given when receipt of such transmission is acknowledged, and any communication
so delivered in person shall be deemed to be given when receipted for, or actually received by, the
addressee.
D. Parties in Interest.
This Agreement is made solely for the benefit of the City and the Landowner and is not
assignable, except, in the case of Landowner, in connection with the sale or disposition of alI or
substantially all of the parcels which constitute the Landowner's Parcel. However, the parties
expressly agree and acknowledge that the City, the Landowner, each current owner of any parcel
which constitutes the Landowner's Parcel, and the holders of or trustee for any bonds secured by
Assessment Revenues of the City or any part thereof to finance the costs of the Authorized
Improvements, are express beneficiaries of this Agreement and shall be entitled to pursue any and
all remedies at law or in equity to enforce the obligations of the parties hereto. This Agreement
shall be recorded in the real property records of Collin County, Texas.
E. Amendments.
This Agreement may be amended only by written instrument executed by the City and the
Landowner. No ternunation or amendment shall be effective until a written instrument setting
forth the terms thereof has been executed by the then -current owners of the property within the
District and recorded in the Real Property Records of Collin County, Texas.
F. Effective Date.
This Agreement shall become and be effective (the "Effective Date") upon the date of final
execution by the latter of the City and the Landowner and shall be valid and enforceable on said
date and thereafter.
G. Estoppels.
Within 10 days after written request from a party hereto, the other party shall provide a
written certification, indicating whether this Agreement remains in effect as to an Assessed
Property, and whether any party is then in default hereunder.
I-l. Termination.
This Agreement shall terminate and be of no further force and effect as to the Assessed
Property upon payment in full of the Assessment(s) against such Assessed Property.
[Signature pages to follow]
[Signature Page Landowner Agreement)
EXECUTED by the City and Landowner on the Effective Date.
Date:
STATE OF TEXAS §
COUNTY OF COLLIN §
CITY OF ANNAI TEXAS
By:
Mayor
This instrument was acknowledged before me on the _day of 20� by
, Mayor of the City of Anna, Texas on behalf of said City.
(SEAL)
Notary Public, State of Texas
Name printed or typed
Commission Expires:
Date:
STATE OF TEXAS }
COUNTY OF )
LANDOWNER
a Texas
By:
its manager
This instrument was acknowledged before me on the _day of , 20 , by
in his capacity as Manager of ,
known to be the person whose name is subscribed to the foregoing instrument, and that he executed
the same on behalf of and as the act of Manager of
Notary Public, State of Texas
My Commission Expires:
LANDOWNER AGREEMENT -EXHIBIT I
LANDOWNER AGREEMENT = EXHIBIT II
DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS
This DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS (as
it may be amended from time to time, this "Declaration") is made as of
by a Texas (the "Landowner").
RECITALS:
A. The Landowner holds record title to that portion of the real property located in Collin
County, Texas, which is described in the attached Exhibit I (the "Landowner's Parcel").
B. The City Council of the City of Anna (the "City Council") upon a petition requesting the
establishment of a public improvement district covering the property within the District to
be known as the Sherley Tract Public Improvement District (the "District") by the then
current owners of 100% of the appraised value of the taxable real property and 100% of
the area of all taxable real property within the area requested to be included in the District
created such District, in accordance with the Public Improvement District Assessment Act,
Chapter 372, Texas Local Government Code, as amended (the "PID Act").
C. The City Council has adopted an assessment ordinance to levy assessments for certain
public improvements (including all exhibits and attachments thereto, the "Assessment
Ordinance") and the Service and Assessment Plan included as an exhibit to the Assessment
Ordinance (as amended from time to time, the "Service and Assessment Plan"), and has
levied the assessments (the "Assessments") on property in the District.
D. The statutory notification required by Texas Property Cade, Section 5.014, as amended, to
be provided by the seller of residential property that is located in a public improvement
district established under Chapter 372 of the Texas Local Government Code, as amended,
to the purchaser, is incorporated into this Declaration.
DECLARATIONS:
NOW, THEREFORE, the Landowner hereby declares that the Landowner's Parcel is and
shall be subject to, and hereby imposes on the Landowner's Parcel, the following covenants,
conditions and restrictions:
1. Acceptance and Approval of Assessments and Lien on Property:
(a) Landowner accepts each Assessment levied on the Landowner's Parcel owned by
such Landowner.
(b) The Assessment (including any reassessment, the expense of collection, and
reasonable attorneys fees, if incurred} is (a) a first and prior lien (the "Assessment
Lien") against the property assessed, superior to all other liens or claims except for
liens or claims for state, county, school district or municipality ad valorem property
taxes whether now or hereafter payable, and (b) a personal liability of and charge
against the owners of the property to the extent of their ownership regardless of
whether the owners are named. The Assessment Lien is effective from the date of
the Assessment Ordinance until the Assessments are paid and may be enforced by
the City in the same manner as an ad valorem property tax levied against real
property that may be enforced by the City. The owner of any assessed property
may pay, at any time, the entire Assessment levied against any such property.
Foreclosure of an ad valorem property tax lien on property within the District will
not extinguish the Assessment or any unpaid but not yet due Annual Installments
of the Assessment, and will not accelerate the due date for any unpaid and not yet
due Annual Installments of the Assessment.
It is the clear intention of all parties to this Declaration, that the Assessments,
including any Annual Installments of the Assessments (as such Annual Installments
may be adjusted, decreased or extended), are covenants that run with the
Landowner's Parcel and specifically binds the Landowner, its successors and
assigns.
In the event of delinquency in the payment of any Annual Installment of the
Assessment, the City is empowered to order institution of an action in district court
to foreclose the related Assessment Lien, to enforce personal liability against the
owner of the real property for the Assessment, or both. In such action the real
property subject to the delinquent Assessment may be sold at judicial foreclosure
sale for the amount of such delinquent property taxes and Assessment, plus
penalties, interest and costs of collection.
2. Landowner or any subsequent owner of the Landowner's Parcel waives:
(a) any and all defects, irregularities, illegalities or deficiencies in the proceedings
establishing the District and levying and collecting the Assessments or the annual
installments of the Assessments;
(b) any and all notices and time periods provided by the PID Act including, but not
limited to, notice of the establishment of the District and notice of public hearings
regarding the levy of Assessments by the City Council concerning the Assessments;
(c) any and all defects, irregularities, illegalities or deficiencies in, or in the adoption
of, the Assessment Ordinance by the City Council;
(d) any and all actions and defenses against the adoption or amendment of the Service
and Assessment Plan, the City's finding of a `special benefit' pursuant to the PID
Act and the Service and Assessment Plan, and the levy of the Assessments; and
(e) any right to object to the legality of any of the Assessments or the Service and
Assessment Plan or to any of the previous proceedings connected therewith which
occurred prior to, or upon, the City Council's levy of the Assessments.
3. Amendnnents: This Declaration may be terminated or amended only by a document duly
executed and acknowledged by the then -current owners) of the Landowner's Parcel and
the City. No such termination or amendment shall be effective until a written instrument
setting forth the terms thereof has been executed by the parties by whom approval is
required as set forth above and recorded in the real Property Records of Collin County,
Texas,
4. Third Party Beneficiary: The City is a third party beneficiary to this Declaration and
may enforce the terms hereof.
5. Notice to Subsequent Purchasers: Upon the sale of a dwelling unit within the District,
the purchaser of such property shall be provided a written notice that reads substantially
similar to the following:
TEXAS PROPERTY CODE SECTION 5.014
NOTICE OF OBLIGATION TO PAY PUBLIC IMPROVEMENT DISTRICT
ASSESSMENT TO THE CITY OF ANNA, COLLIN COUNTY, TEXAS
CONCERNING THE PROPERTY AT [Street Address]
As the purchaser of this parcel of real property, you are obligated to pay an assessment to
the City of Anna, Texas, for improvement projects undertaken by a public improvement
district under Chapter 372 of the Texas Local Government Code, as amended. The
assessment may be due in periodic installments.
The amount of the assessment against your property may be paid in full at any time together
with interest to the date of payment. If you do not pay the assessment in full, it will be due
and payable in annual installments (including interest and collection costs). More
information concerning the amount of the assessment and the due dates of that assessment
may be obtained from the City of Anna, 111 N. Powell Parkway, Anna, Texas 75409
Your failure to pay the assessment or the annual installments could result in a lien and in
the foreclosure of your property.
Signature of Purchaser(
Date:
The seller shall deliver this notice to the purchaser before the effective date of an executory
contract binding the purchaser to purchase the property. The notice may be given
separately, as part of the contract during negotiations, or as part of any other notice the
seller delivers to the purchaser. If the notice is included as part of the executory contract
or another notice, the title of the notice prescribed by this section, the references to the
street address and date in the notice, and the purchaser's signature on the notice may be
omitted.
EXECUTED by the undersigned on the date set forth below to be effective as of the date first
above written.
LANDOWNER
a Texas
I�
its manager
STATE OF TEXAS )
COUNTY OF )
This instrument was acknowledged before me on the _day of , 20_, by
in his capacity as Manager of , known to
be the person whose name is subscribed to the foregoing instrument, and that he executed the same
on behalf of and as the act of Manager of
Notary Public, State of Texas
My Commission Expires:
LANDOWNER AGREEMENT - EXHIBIT III
1ALZI : 1i i I I I 1 11
As used in this Exhibitthe recorded Notice of the Authorization and Establishment of the
Sherley Tract Public Improvement District and the Declaration of Covenants, Conditions and
Restrictions in Exhibit II of this Agreement are referred to as the "Recorded Notices."
1. Any Landowner who is a Builder shall attach the Recorded Notices and the final
Assessment Roll for such Assessed Property (or if the Assessment Roll is not available for such
Assessed Property, then a schedule showing the maximum 30 year payment for such Assessed
Property) as an addendum to any residential homebuyer's contract.
2. Any Landowner who is a Builder shall provide evidence of compliance with Paragraph 1
above, signed by such residential homebuyer, to the City, upon the City's request.
3. Any Landowner who is a Builder shall prominently display signage in its model homes, if
any, substantially in the form of the Recorded Notices,
4. If prepared and provided by the City, any Landowner who is a Builder shall distribute
informational brochures about the existence and effect of the District in prospective homebuyer
sales packets.
5. Any Landowner who is a Builder shall include Assessments in estimated property taxes, if
such Builder estimates monthly ownership costs for prospective homebuyers.
Exhibit A
CITY PID BOND FINANCING AND TIRZ CONTRIBUTION ANALYSIS -
DRAFT FOR ILLUSTRATION PURPOSES ONLY
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CITY OF ANNA, TEXAS
RESOLUTION NO.
A RESOLUTION OF THE CITY OF ANNA, TEXAS APPROVING THE FIRST AMENDMENT
TO THE SHERLEY TRACT SUBDIVISION IMPROVEMENT AGREEMENT
WHEREAS, on June 93 2020, the Parties entered into a Subdivision Improvement Agreement
("SIA") related to the Development of the Property known as the Sherley Tract; and
WHEREAS, the Original Agreement is only modified as expressly set forth in this First
Amendment and the Original Agreement otherwise remains in full force and effect; and
WHEREAS, the Original Agreement incorrectly states the Development Standards for the
minimum lot area requirement for SF-60 lots to be five thousand (5,000) square feet instead of
six thousand (6,000) square feet in Exhibit D to the Original Agreement; and
NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ANNA,
TEXAS THAT:
Recitals Incorporated
The recitals above are incorporated herein as if set forth in full for all purposes.
Approval of Amendment.
This First Amendment amends the Original Agreement in no other manner except as expressly
set forth herein.
Amendment to Exhibit D. The City and the Developer agree that the fourth (4th) page of
Exhibit D to the Original Agreement is hereby amended to reduce the minimum lot area
requirement for SF-60 lots from six thousand (6,000) square feet to five thousand (5,000)
square feet as shown on Exhibit 1 attached hereto.
PASSED AND APPROVED by the City Council of the City of Anna, Texas on this 14th day of
July 2020.
ATTEST:
City Secretary, Carrie L. Land
Mayor, Nate Pike
THE CITY OF
manna
Item No. 7.b.
City Council Agenda
Staff Report
Meeting Date
Staff Contact:
10/11 /2022
Ross Altobelli
AGENDA ITEM:
Conduct a Public Hearing/Consider/Discuss/Action on an Ordinance to amend Planned
Development Ord. No. 860-2020. (Director of Development Services Ross Altobelli)
SUMMARY:
On June 9, 2020, the city council adopted and approved both Zoning (Ord. No. 860-
2020) and a Subdivision Improvement Agreement (SIA) for tracts of land located within
the ETJ and city limits.
The rezoning of the "In City" property included a Phasing section within the adopted
Development Standards:
Phasing:
1. Prior to the issuance of a building permit for any multiple -family residence
greater than 275 units, a building permit for a minimum 5, 000 square feet
building for a commercial use must be issued.
2. The water features must be constructed prior to or simultaneously with the
multiple -family residence.
The applicant is requesting to remove the phasing language that limits the number of
multiple -family units prior to the issuance of a building permit for a commercial use.
Attached is a letter from the applicant explaining their rationale in removing this phasing
requirement.
CONCLUSION:
Request to amend Planned Development
phasing language limiting the number of
building permit for a commercial use.
FINANCIAL IMPACT:
N/A
multiple -family
(Ord. No. 860-2020) in order to remove the
units prior to issuance of a
STRATEGIC CONNECTIONS:
This item supports the City of Anna Strategic Plan, specifically advancing:
Goal 2: Sustainable Anna Community Through Planned Managed Growth
STAFF RECOMMENDATION:
By a vote of &I the Planning & Zoning Commission recommended approving an
amendment to the Development Standards within Ord. No. 961-2020 as follows:
(Deletions Cl"d additions of certain Zoning Ordinance provisions that are not applicable
are indicated below in strikethrough and underline text).
• .• .F.W12MMM. .
issued,L11 I IV_ I I I IMF— IS. �1� Mr- MP M I a 'M 1�115 - iwr�T IWFT iv� I I I I I I I I I I IMF i IMF IMF IMF IN, L MVIS im
30MMeFGial use must be
11 The water features must be constructed prior to or simultaneously with the
multiplea,afamily residence.
ATTACHMENTS:
1. Sherley Tract Zoning Amendment Locator Map
2. Ordinance - zoning amedment (Ord. No. 860-2020)
3. EXHIBIT 1 (METES & BOUNDS) SHERLEY COMMERCIAL
4. Applicant letter (zoning amendment request)
5. Ord. No. 860m2020
APPROVALS:
Ross Altobelli, Director of Development Services Created/Initiated - 10/6/2022
Jim Proce, City Manager Final Approval - 10/6/2022
ORDINANCE NO.
AN ORDINANCE OF THE CITY OF ANNA, TEXAS AMENDING THE CITY'S
COMPREHENSIVE PLAN, ZONING MAP, AND ZONING ORDINANCE AND CHANGING THE
ZONING OF CERTAIN PROPERTY GENERALLY LOCATED ON THE WEST SIDE OF U.S.
HIGHWAY 75 AND 691± FEET SOUTH OF FUTURE ROSAMOND PARKWAY (W CR 370);
PROVIDING FOR SAVINGS, REPEALING AND SEVERABILITY CLAUSES; PROVIDING FOR
AN EFFECTIVE DATE, PROVIDING FOR A PENALTY CLAUSE NOT TO EXCEED $2,000 OR
THE HIGHEST PENALTY AMOUNT ALLOWED BY LAW, WHICHEVER IS LESS; AND,
PROVIDING FOR THE PUBLICATION OF THE CAPTION HEREOF.
WHEREAS, the City of Anna, Texas ("City") has previously adopted ordinances, rules and
regulations governing the zoning in the City; and
WHEREAS, the City has received a requested zoning amendment from MM Anna 325 LLC on
real property described in Exhibit 1 (the "Property") attached hereto and incorporated herein for
all purposes as if set forth in full; and
WHEREAS, the Property is generally located on the west side of U.S. Highway 75 and 691±feet
south of Future Rosamond Parkway (W CR 370) and was zoned by City of Anna Ordinance No.
860-2020 ("Ord. No. 860-2020"); and
WHEREAS, the Planning and Zoning Commission of the City and the City Council of the City of
Anna ("City Council") have given the requisite notices by publication and otherwise and have held
public hearings as required by law and afforded a full and fair hearing to all property owners and
generally to all persons interested in and situated in the affected area and in the vicinity thereof,
and the City Council has concluded that Ord. No. 860-2020 should be amended as set forth in
this ordinance; and
WHEREAS, the purpose of this amendment is to remove the phasing requirement within the
development standards that limits the number of multiple -family residences units prior to the
issuance of a building permit for a commercial use;
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF ANNA,
TEXAS THAT:
Section 1. Recitals Incorporated
The above recitals are incorporated herein by reference for all purposes.
Section 2. Zoning Change
Ord. No. 860-2020 is hereby amended by amending Section 2 (Zoning Change), 3.
(Development Standards), I. (Phasing) as follows (Note: deletion of text is indicated
below in t4kethr-eu^'" and additions in underline text):
1
3. Development Standards
"trLV scellaneous
WSIMPIEffra"Iff
..
am
...
..
.
...
.
1. The water features must be constructed prior to or
simultaneously with the multiple4amily residence.
2. The location of the planned development zoning district shall be in
conformance with Exhibit 1.
3. Standards and Area Regulations: Development must comply with
the development standards for use, density, lot area, lot width, lot
death, vard depths and widths, buildina height, building elevations,
coverage, floor area ratio, parking, access, screening,
landscaping, accessory buildings, signs, lighting, and all other
requirements set forth in the Planned Development -General
Business District (PD-C-2) zoning district, the Planning and
Development Regulations, and other applicable City regulations
except as modified per Ord. No. 860-2020 and as otherwise
specified herein.
Section 3. Official Zoning Map
The official Zoning Map of the City shall be amended to reflect the change in zoning described
herein.
Section 4. Savings, Repealing and Severability Clauses
It is hereby declared to be the intention of the City Council that the words, sentences,
paragraphs, subdivisions, clauses, phrases, and provisions of this ordinance are severable
and, if any phrase, sentence, paragraph, subdivision, clause, or provision of this ordinance
shall be declared unconstitutional or otherwise invalid or inapplicable by the valid judgment or
decree of any court of competent jurisdiction, such unconstitutionality, invalidity or
inapplicability shall not affect any of the remaining words, sentences, paragraphs,
subdivisions, clauses, phrases, or provisions of this ordinance, since the same would have
been enacted by the City Council without the incorporation in this ordinance of any such
unconstitutional, invalid or inapplicable words, sentences, paragraphs, subdivisions, clauses,
phrases, or provisions. Further, all ordinances or parts of ordinances in force when the
provisions of this ordinance become effective that are consistent and do not conflict with the
E
terms and provisions of this ordinance are hereby ratified to the extent of such consistency
and lack of conflict, and all ordinances or parts of ordinances in force when the provisions of
this ordinance become effective that are inconsistent or in conflict with the terms and
provisions contained in this ordinance are hereby repealed only to the extent of any such
conflict. Notwithstanding any provision of this ordinance or the Anna Code, it is intended that
this ordinance fully comply with Chapter 3000 of the Texas Government Code ("Chapter
3000") and this ordinance shall and the City Code shall be interpreted in a manner to comply
with Chapter 3000. For the purposes of this ordinance, any provision of the City Code that
does not comply with Chapter 3000 shall be deemed to have been excluded and not a part of
this ordinance.
Section 5. Penalty
Any violation of any of the terms of this ordinance, whether denominated in this ordinance as
unlawful or not, shall be deemed a misdemeanor. Any person convicted of any such violation
shall be fined in an amount not to exceed $2,000 for each incidence of violation. Each day a
violation exists is considered a separate offense and will be punished separately.
Section 6. Publication of the Caption and Effective Date
This ordinance shall be effective upon its passage by the City Council, approval by the Mayor,
and posting and/or publication, if required by law, of its caption. The City Secretary is hereby
authorized and directed to implement such posting and/or publication.
PASSED by the City Council of the City of Anna, Texas this 11th day of October 2022.
ATTESTED:
Carrie L. Land, City Secretary
Nate Pike, Mayor
3
EXHIBIT A
1 OF 2
EXHIBIT A-2: "IN CITY PROPERTY" 34.298 ACRES
BEING THAT CERTAIN TRACT OF LAND SITUATED IN THE J. ELLET SURVEY, ABSTRACT
NUMBER 296, AND THE W. RATTAN SURVEY, ABSTRACT NUMBER 752 COLLIN COUNTY,
TEXAS, BEING ALL OF THAT TRACT OF LAND DESCRIBED BY DEED TO MM ANNA 325,
LLC, (TRACT 2) RECORDED IN INSTRUMENT NUMBER 20190411000386110, OFFICIAL
PUBLIC RECORDS, COLLIN COUNTY, TEXAS, AND BEING MORE PARTICULARLY
DESCRIBED BY METES AND BOUNDS AS FOLLOWS:
COMMENCING AT THE NORTHWEST CORNER OF THAT TRACT OF LAND DESCRIBED BY
DEED TO SHEIKH ALAM RECORDED IN VOLUME 4335, PAGE 955 OF SAID PUBLIC
RECORDS;
THENCE S 03°23'35"E, 704.05 FEET TO THE NORTHWEST CORNER OF SAID TRACT 2 BEING
THE POINT OF BEGINNING;
THENCE N 89°35'23"E, 918.75 FEET;
THENCE S 08°27'21 "W, 1458.34 FEET;
THENCE S 89°59'35"W, 150.63 FEET;
THENCE S 11 ° 10'27"W, 152.96 FEET;
THENCE S 89°56' 10"W, 832.52 FEET;
THENCE N 35°08'19"E, 286.03 FEET TO THE BEGINNING OF A CURVE TO THE LEFT;
THENCE WITH SAID CURVE TO THE LEFT, AN ARC DISTANCE OF 277.01 FEET, THROUGH A
CENTRAL ANGLE OF 38°31'S4", HAVING A RADIUS OF 411.91 FEET, THE LONG CHORD
WHICH BEARS N15052'22"E, 271.82 FEET;
THENCE N 03°23'35"W, 285.02 FEET TO THE POINT OF BEGINNING AND CONTAINING
1,494,040 SQUARE FEET OR 34.298 ACRES OF LAND MORE OR LESS.
"This document was prepared under 22 TAC 663.21, does not reflect the results of an on the ground
surveyI 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."
0
CD
00
EXHIBIT A
20F2
Point of
Commencing
0=38'31'54"
R=411.91' L=277.01'
CH=1\115052'22"E 271 *82'
TRACT 1
MM ANNA 325, LLC
INST. # 20190411000386110
O.P.R.C.C.T.
�°' ,
`b oA'
w
o
.-
co
w Sheikh Alam
;n Vol. 4335, Pg. 955
o O.P.R.C.C.T.
N o Poin
r) t of
D Beginning
N89035'23"E
918.75'
NO3'23'35"W
285.02'
IN
3�
TRACT 2 iN
MM ANNA 325, LLC
ST. # 20190411000386110 Co
O.P.R.C.C.T.
34.298 ACRES
1,494,040 SQUARE FEET
S89'56'10"W
832.52'
o•' 0 200 400
to I GRAPHIC SCALE IN FEET
0
"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
co established by the creation or reconfiguration of the
boundary of the political subdivision for which it was
prepared."
t�ELOTON
'(III LAND SOLUTIONS
S89'S9'35"W
150.63'
S11'10'27"W
152.96'
EXHIBIT A-2 "IN CITY PROPERTY"
34.298 ACRES
MOO FRISCO ST, SUITE 400, TJOB#: CEN18001 (DRAWN BY: SRAMSEY (CHECKED BY: SRAMSEY (DATE: 11/26/2019) AAGE #: 1.OF._1
FRISCOX 75033 469-213-1800
Exhibit A
page 1 of 2
f;FW UVIION AMERICAN
RE: Hurricane Creek North
City of Anna, Texas
102 W 7t" Street
P.P Box 776
Anna, TX 75409
Dear Anna Planning and Zoning Commission and City Council,
We very much appreciate your willingness to hear our request. This change does not affect standards,
product, obligations, or financial items. This request gives the opportunity for a Multifamily developer to
begin construction on the entire site rather than just a portion right away.
At the time of the original zoning and development agreement CA and the City agreed on a specific time
frame for development. The increase in development and families moving to Anna has been
extraordinary. Hurricane Creek Phase 1 is almost sold out in less than two years at a price point 30%
higher than predicted. Because of this influx of developers and people, certain developers have gotten
interested in the Multifamily site.
The original zoning and development agreement allowed 275 units upfront and the remaining 175 to be
developed once 5,000 square feet of retail has started. A MF developer will not commit to the deal for
the MF tract with a third -party obligation to build retail. It also had obligations that 5,000 square feet
will need to begin before the 3015t SF building permit. If more Multifamily and homes get built the faster
commercial will be built. This request will benefit commercial development.
Our ask consists of keeping the obligation to build the 5,000 square feet of retail but allow the
multifamily to move forward with constructing the entirety of the units. The city shall continue to have
the protection the 5,000 square feet will be built because of the single-family building permit provision
but the multifamily product can begin the process.
Below is the new language. All other items are staying the same in the zoning and agreement.
The Developer shall apply for and obtain the building permits necessary to commence
construction of a restaurant (respectively, "Restaurant") to be located on the In -City
Property and shall commence construction of the Restaurant before the earlier of the
following occurrences: (1) the expiration of five (5) years of the Effective Date; or (2) the
Aty's issuance of a building permit for the 301 st single-family residential building permit
as pertains to residences on the Property. The Developer shall complete construction of the
Restaurant within one (1) year and six (6) months of commencing construction of same.
The Restaurant building shall be a minimum of 5,000 square feet of airconditioned space.
Developer shall also apply for and obtain the building permits necessary to commence
construction and commence construction of a minimum of 10,000 square feet of additional
Exhibit A
page 2 of 2
non-resI dential space to be located on the In -City Property within six (6) years of the
Effective Date. This is in addition to the 5,000 square foot Restaurant refenced above.
The Water Feature must be constructed prior to or simultaneously with the Multifamily
Structure. The Water Feature shall be a minimum of 20,000 square feet in size.
Greatly appreciate your duty and time with this request.
Sincerely,
Trevor Kollinger
MM Anna 325, LLC
CITY OF ANNA, TEXAS
(Property rezoned under this ordinance is generally located on the west side of U.S.
Highway 75, 691 feet south of future Rosamond Parkway [W CR 3701)
ORDINANCE NO. JQL2 - (:iDc�U
AN ORDINANCE OF THE CITY OF ANNA, TEXAS AMENDING THE CITY'S
COMPREHENSIVE PLAN, ZONING MAP, AND ZONING ORDINANCE AND CHANGING THE
ZONING OF CERTAIN PROPERTY AS DESCRIBED HEREIN; PROVIDING FOR SAVINGS,
REPEALING AND SEVERABILITY CLAUSES; PROVIDING FOR AN EFFECTIVE DATE;
PROVIDING FOR A PENALTY CLAUSE NOT TO EXCEED $2,000 OR THE HIGHEST
PENALTY AMOUNT ALLOWED BY LAW, WHICHEVER IS LESS; AND, PROVIDING FOR THE
PUBLICATION OF THE CAPTION HEREOF.
WHEREAS, the City of Anna, Texas ("City") has previously adopted ordinances, rules and
regulations governing the zoning in the City; and
WHEREAS, the City has received a requested rezoning on Property described in Exhibit A
("Property") attached hereto and incorporated herein for all purposes as if set forth in full; and
WHEREAS, said zoning for Property generally located on the west side of U.S. Highway 75 and
691± feet south of Future Rosamond Parkway (W CR 370) is being rezoned from Single -Family
Residential — Large Lot (SF-E) to Planned Development -General Business District (PD-C-2) on
34.3± acres; and
WHEREAS, the Planning and Zoning Commission of the City and the City Council of the City of
Anna ("City Council") have given the requisite notices by publication and otherwise and have held
the public hearings as required by law and afforded a full and fair hearing to all property owners
and generally to all persons interested in and situated in the affected area and in the vicinity
thereof, the City Council has concluded that the Zoning Ordinance of the City should be amended
as set.forth below.
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF ANNA,
TEXAS THAT:
Section 1. Recitals Incorporated
The above recitals are incorporated herein by reference for all purposes.
Section 2. Zoning Change
The Anna City Code of Ordinances are hereby amended by changing the zoning of the Property
described in Exhibit A from Single -Family Residential —Large Lot (SF-E) to allow for the additional
land use of multiple -family residence, as depicted in the Concept Plan on the attached Exhibit B.
1. Purpose.
The purpose of this Planned Development District is to facilitate the development of high -
quality development in the southwest quadrant of U.S. Highway 75 and Rosamond Parkway
(CR 370) to accommodate those uses that are of city-wide and regional significance. Within
this District are permitted certain retail, service, office uses, and multiple -family residential.
2. Definitions.
Except as otherwise provided herein, the definitions in Appendix 3 of the City's Zoning
Ordinance shall apply. For purposes of this Planned Development District, the following terms
shall be defined as follows:
a. "Masonry" means brick, tile, manmade or natural stone, cast stone, rock, marble,
granite, curtain glass, glass block, exposed aggregate concrete panels, decorative
concrete panels, split face concrete block or any construction consisting of concrete
panels including, but not limited to "tilt -wall" construction, or any other materials
similar to these materials approved by the Director of Development Services.
b. Exterior insulation finish system ("EIFS") can only be used as accent and must be
at least twelve feet (12') above the finished floor elevation.
3. Development Standards.
The permitted uses and standards shall be in accordance with the C-2 zoning district and the
Planning and Development Regulations unless specified or restricted herein.
0
c.
d.
Uses:
1. Automobile and related
garage, automobile.
uses shall be prohibited, except parking lot/parking
2. Multiple -Family Residence in accordance with the MF-2 Multiple -Family
Residential -Hight Density zoning district, unless otherwise specified herein shall
be permitted by right.
3. Single-family dwelling, attached in accordance with the SF-TH Townhome District,
unless otherwise specified herein is allowed by -right and shall be restricted to the
area west of Standridge Boulevard identified on the approved Concept Plan
(Exhibit B).
Maximum Building Height: 5 stories (75 feet) including architectural projections.
Maximum Lot Coverage of 80%.
Setbacks:
1. The front yard setback shall be 45 feet where parking is allowed in front of the
building; 20 feet along streets not identified as major thoroughfare.
2. Zero side yard or rear yard; 15 feet when adjacent to a residential zoning district.
e. A twenty-six (26) foot fire lane shall be required adjacent to any building exceeding
three stories.
f. Two water features are required to be constructed as part of the multi -use
development and shall be located in general conformance with the approved Concept
Plan. Characteristics of the water features shall include:
1. Northern water feature: minimum 50,000 square feet.
2. Southern water feature: minimum 20,000 square feet.
3. The perimeter of the water features shall be amenitized with a minimum 5'
sidewalks, hardscape and landscaping, and shall be used for detention purposes.
4. Developers shalt be required to plant one tree (minimum of three-inch caliper and
seven feet high at the time of planting) per 100 linear feet of water feature.
A. 50% of these required trees shall be large, as defined in Sec. 9.06.0011
Approved plant materials.
B. Trees may be grouped and/or clustered to facilitate site design.
g. Multiple -Family Residence Location:
1. Shall be restricted to the area identified on the approved Concept Plan (Exhibit B)
and maybe developed entirely as either multiple -family residence or C-2 General
Commercial.
2. Minimum residential setback from the centerline of the Right of Way of U.S.
Highway 75a 650 feet.
h. The permitted uses and standards shall be in accordance with the MF-2 zoning district
and the Planning &Development regulations unless specified herein.
1. Maximum number of units: 450
2. Maximum Building Height: 4 stories (70 feet) including architectural projections.
A twenty-six (26) foot fire lane shall be required adjacent to any building exceeding
three stories.
3
3. Setbacks:
A. Front Yard: 20 feet.
B. Side Yard: 15 feet.
C. Rear Yard: 15 feet
D. Eaves, covered porches, and roof extensions without structural support may
extend into the side yard setback or rear yard setback a distance not to exceed
four feet.
E. Balconies shall not extend into the required setbacks.
4. Maximum Lot Coverage: 50%
5. Minimum Dwelling: The minimum floor area for multi -family units with one
bedroom shall be six hundred (600) square feet, exclusive of garages or porches.
Any additional bedrooms shall be a minimum of one hundred and fifty (150)
square feet.
6. Minimum open space: 20% of the multiple -family residence lot areas to include
the following;
A. Two water features as noted above;
B. Community open space area: minimum dimension width of 100 feet with land
area no less than 20,000 square feet;
C. Pedestrian promenade: minimum dimension of 40 feet x 225 feet;
D. Amenity center and pool; and
E. Additional open space areas shall maintain a minimum dimension of 15 feet in
width and 1,500 square feet in area to qualify towards overall minimum open
space obligations.
7. Parking: 1 space /Studio & 1 bedroom units
2 spaces / 2 or more bedroom units
0.25 spaces for visitors / unit
8. Design Standards (Multiple -Family Residence):
A. Masonry (Brick/Rock veneer): Eighty (80) percent for the first three stories,
and Seventy (70) percent for the fourth story.
B. Screening Requirements: Border fencing of masonry construction of not less
than eight feet in height shall be installed by the builder at the time of
construction, along the property lines that abut the northern and southern
district boundaries. Open Space that is shared between uses shall be exempt
from any type of screening. This fence shall be maintained throughout the
existence of the multi -family complex by the owner of the complex.
C. Refuse Facilities: Trash compactors shall be permitted as an alternative to
individual refuse facility locations. Trash compactor facilities shall be internal
to buildings or screened from view on three sides by a masonry wall not less
than seven feet nor more than eight feet in height. Solid metal gates of an
equal height to the enclosure height must be provided on the truck collection
side of the enclosure.
i. Standards and Area Regulations (single-family dwelling, attached): Development
must comply with the development standards for use, density, lot area, lot width, lot
depth, yard depths and widths, building height, building elevations, coverage, floor
area ratio, parking, access, screening, landscaping, accessory buildings, signs, and
lighting, set forth in the "SF-TH", Townhome District, except as otherwise provided
herein.
1. Lot size: 2,000 "per unit
2. Lot coverage: 70%
3. Rear yard: 10 feet
4. Side yard: 0 feet; 5 feet for end units
5. Building separation: 10 feet
6. Side yard, corner: 10 feet
7. Lot width: 20 feet
8. Lot depth: 80 feet
9. Parking: Two enclosed spaces per lot
j. Plats and/or site plans submitted for the development of the PD shall conform to the
data presented and approved on the Conceptual Development plan. Non -substantial
5
changes of detail on the final development planks) that differ from the Conceptual
Development plan may be authorized by the City Council with the approval of the final
development plan(s) and without public hearing.
k. The Conceptual Development Plan will expire after two (2) years of approval.
Phasing:
1. Prior to the issuance of a building permit for any multiple -family residence greater
than 275 units, a building permit for a minimum 5,000 square feet building for a
commercial use must be issued.
2. The water features must be constructed prior to or simultaneously with the
multiple -family residence.
m. Signage: Signs in this district shall comply with the requirements of the city sign
ordinance (as amended), except as listed below.
1. Sign coordination plan: A sign coordination plan shall be required for the entire
development (excluding single-family attached) at the time of the first site plan
and approved by Council.
Section 3. Official Zoning Map
The official Zoning Map of the City shall be corrected to reflect the change in zoning described
herein.
Section 4. Savings, Repealing and Severability Clauses
It is hereby declared to be the intention of the City Council that the words, sentences, paragraphs,
subdivisions, clauses, phrases, and provisions of this ordinance are severable and, if any phrase,
sentence, paragraph, subdivision, clause, or provision of this ordinance shall be declared
unconstitutional or otherwise invalid or inapplicable by the valid judgment or decree of any court
of competent jurisdiction, such unconstitutionality, invalidity or inapplicability shall not affect any
of the remaining words, sentences, paragraphs, subdivisions, clauses, phrases, or provisions of
this ordinance, since the same would have been enacted by the City Council without the
incorporation in this ordinance of any such unconstitutional, invalid or inapplicable words,
sentences, paragraphs, subdivisions, clauses, phrases, or provisions. Further, all ordinances or
parts of ordinances in force when the provisions of this ordinance become effective that are
consistent and do not conflict with the terms and provisions of this ordinance are hereby ratified
to the extent of such consistency and lack of conflict, and all ordinances or parts of ordinances in
force when the provisions of this ordinance become effective that are inconsistent or in conflict
with the terms and provisions contained in this ordinance are hereby repealed only to the extent
of any such conflict.
Section 5. Penalty
Any violation of any of the terms of this ordinance, whether denominated in this ordinance as
unlawful or not, shall be deemed a misdemeanor. Any person convicted of any such violation shall
be fined in an amount not to exceed $2,000 for each incidence of violation. Each day a violation
exists is considered a separate offense and will be punished separately.
Section 6. Publication of the Caption and Effective Date
This ordinance shall be effective upon its passage by the City Council, approval by the Mayor,
and posting and/or publication, if required by law, of its caption. The City Secretary is hereby
authorized and directed to implement such posting and/or publication.
PASSED by the City Council of the City of Anna, Texas this 9th day of June 2020.
ATTESTED:
Carrie L. Land, C
cretary
Alai
APPROVED:
Nate Pike, Mayor
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