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HomeMy WebLinkAboutCCpkt2024-04-23 Work Session & Regular MeetingAGENDA City Council Work Session Tuesday, April 23, 2024 @ 5:30 PM Anna Municipal Complex - Council Chambers 120 W. 7th Street, Anna, Texas 75409 The City Council of the City of Anna will meet in a Closed Session on 4/23/2024 at 5:30 PM, in the Anna Municipal Complex - Council Chambers, located at 120 W. 7th Street, to consider the following items. 1.Call to Order, Roll Call, and Establishment of Quorum. 2.Closed Session (Exceptions). Under Tex. Gov't Code Chapter 551, the City Council may enter into Closed Session to discuss any items listed or referenced on this Agenda under the following exceptions: a.Consult with legal counsel regarding pending or contemplated litigation and/or on matters in which the duty of the attorney to the governmental body under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas clearly conflicts with Chapter 551 of the Government Code (Tex. Gov’t Code §551.071). b.Discuss or deliberate the purchase, exchange, lease, or value of real property (Tex. Gov’t Code §551.072). c.Discuss or deliberate Economic Development Negotiations: (1) To discuss or deliberate regarding commercial or financial information that the City has received from a business prospect that the City seeks to have locate, stay, or expand in or near the territory of the City of Anna and with which the City is conducting economic development negotiations; or (2) To deliberate the offer of a financial or other incentive to a business prospect described by subdivision (1). (Tex. Gov’t Code §551.087). d.Discuss or deliberate personnel matters (Tex. Gov’t Code §551.074). Boards and Commissions The Council further reserves the right to enter into executive session at any time throughout any duly noticed meeting under any applicable exception to the Open Meetings Act. 3.Consider/Discuss/Action on any items listed on any agenda - work session, regular meeting, or closed session - that is duly posted by the City of Anna for any City Council meeting occurring on the same date as the meeting noticed in this agenda. 4.Adjourn. This is to certify that I, Carrie L. Land, City Secretary, posted this Agenda on the City’s website (www.annatexas.gov) and at the Anna Municipal Complex bulletin board at or before 5:00 p.m. on 4/19/2024. ____________________________ Carrie L. Land, City Secretary AGENDA City Council Meeting Tuesday, April 23, 2024 at 6:00 PM Anna Municipal Complex - Council Chambers 120 W. 7th Street, Anna, Texas 75409 The City Council of the City of Anna will meet on 4/23/2024 at 6:00 PM in the Anna Municipal Complex-Council Chambers, located at 120 W. 7th Street, to consider the following items. Welcome to the City Council meeting. If you wish to speak on an Open Session agenda item, please fill out the Opinion/Speaker Registration Form and turn it in to the City Secretary before the meeting starts. 1.Call to Order, Roll Call, and Establishment of Quorum. 2.Invocation and Pledge of Allegiance. 3.Neighbor Comments. At this time, any person may address the City Council regarding an item on this meeting Agenda that is not scheduled for public hearing. Also, at this time, any person may address the City Council regarding an item that is not on this meeting Agenda. Each person will be allowed up to three (3) minutes to speak. No discussion or action may be taken at this meeting on items not listed on this Agenda, other than to make statements of specific information in response to a citizen’s inquiry or to recite existing policy in response to the inquiry. 4.Reports. Receive reports from Staff or the City Council about items of community interest. Items of community interest include: expressions of thanks, congratulations, or condolence; information regarding holiday schedules; an honorary or salutary recognition of a public official, public employee, or other citizen (but not including a change in status of a person's public office or public employment); a reminder about an upcoming event organized or sponsored by the governing body; information regarding a social, ceremonial, or community event organized or sponsored by an entity other than the governing body that was attended or is scheduled to be attended by a member of the governing body or an official or employee of the municipality; and announcements involving an imminent threat to the public health and safety of people in the municipality that has arisen after the posting of the Agenda. a.Baylor Scott & White McKinney Presenting Life Saving Award (Fire Chief Ray Isom) 5.Work Session. a.Zoning Discussion - Sherley Farms - Tellus Group (Planning Manager Lauren Mecke) b.Zoning Discussion - Powell Corners - Continental Properties (Planning Manager Lauren Mecke) 6.Consent Items. These items consist of non-controversial or "housekeeping" items required by law. Items may be considered individually by any Council Member making such request prior to a motion and vote on the Consent Items. a.Approve City Council Meeting Minutes for April 9, 2024. (City Secretary Carrie Land) b.Review Minutes of the March 7, 2024, Joint Community Development Corporation and Economic Development Corporation Board Meetings. (Interim Director of Economic Development Bernie Parker) c.Review Monthly Financial Report for the Month Ending March 31, 2024. (Budget Manager Terri Doby) d.Approve a Resolution for the Purchase of Radio and Communication Equipment related to Fire Station #2 Operations (Fire Chief Ray Isom) 7.Items for Individual Consideration. a.Consider/Discuss/Action on a Resolution approving an Agreement Regarding Services for 10.131± acres located on the north side of Collin County Outer Loop, 680± feet east of W. Foster Crossing Road. (Planning Manager Lauren Mecke) b.Conduct a Public Hearing/Consider/Discuss/Action on an Ordinance to annex 10.131± acres located on the north of Collin County Outer Loop, 680± feet east of W. Foster Crossing Road. (Planning Manager Lauren Mecke) c.Conduct a Public Hearing/Consider/Discuss/Action on an Ordinance to zone 10.1± acres located on the north of Collin County Outer Loop, 680± feet east of W. Foster Crossing Road to Multi-Family (MF) District. (Planning Manager Lauren Mecke) d.Consider/Discuss/Action on a Resolution approving a Pre-Annexation Development Agreement of 470 single family, attached & detached lots with multiple common area lots located on 60± acres generally located on both sides of Ferguson Parkway on the north side of County Road 731 and on the south side of future Mantua Parkway. (Planning Manager Lauren Mecke) e.Consider/Discuss/Action on a Resolution approving a Pre-Annexation Development Agreement of 432 single family dwellings, attached, park, and civic center on 204± acres located at the intersection of County Road 285 and County Road 827. (Planning Manager Lauren Mecke) f.Consider/Discuss/Action on a Resolution approving a Pre-Annexation Development Agreement of a proposed commercial and multi-family dwelling planned development on 40± acres located at the northeast corner of future Rosamond Parkway and County Road 288. (Planning Manager Lauren Mecke) g.Consider/Discuss/Action on a Resolution authorizing the City Manager to execute a contract with ANA Site Construction, LLC for the construction of two additional traffic lanes on East Finley Boulevard between State Highway 5 and Sharp Street. (CIP Manager Justin Clay) h.Consider/Discuss/Action on a Resolution authorizing the City Manager to execute a purchase order in the amount not to exceed $482,000 for the purchase of a Hydro Excavation Truck for the City of Anna Public Works Department. (Director of Public Works Steven Smith) i.Consider/Discuss/Action on a resolution approving a Development Agreement with Anacapri Laguna Azure LLC. (Interim Director of Economic Development Bernie Parker) 8.Closed Session (Exceptions). Under Tex. Gov't Code Chapter 551, the City Council may enter into Closed Session to discuss any items listed or referenced on this Agenda under the following exceptions: a.Consult with legal counsel regarding pending or contemplated litigation and/or on matters in which the duty of the attorney to the governmental body under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas clearly conflicts with Chapter 551 of the Government Code (Tex. Gov’t Code §551.071). b.Discuss or deliberate the purchase, exchange, lease, or value of real property (Tex. Gov’t Code §551.072). c.Discuss or deliberate Economic Development Negotiations: (1) To discuss or deliberate regarding commercial or financial information that the City has received from a business prospect that the City seeks to have locate, stay, or expand in or near the territory of the City of Anna and with which the City is conducting economic development negotiations; or (2) To deliberate the offer of a financial or other incentive to a business prospect described by subdivision (1). (Tex. Gov’t Code §551.087). d.Discuss or deliberate personnel matters (Tex. Gov’t Code §551.074). Boards and Commissions The Council further reserves the right to enter into Executive Session at any time throughout any duly noticed meeting under any applicable exception to the Open Meetings Act. 9.Consider/Discuss/Action on any items listed on any agenda - work session, regular meeting, or closed session - that is duly posted by the City of Anna for any City Council meeting occurring on the same date as the meeting noticed in this agenda. 10.Adjourn. This is to certify that I, Carrie L. Land, City Secretary, posted this Agenda on the City’s website (www.annatexas.gov) and at the Anna Municipal Complex bulletin board at or before 5:00 p.m. on 4/19/2024. _______________________________ Carrie L. Land, City Secretary Item No. 4.a. City Council Agenda Staff Report Meeting Date: 4/23/2024 Staff Contact: Ray Isom AGENDA ITEM: Baylor Scott & White McKinney Presenting Life Saving Award (Fire Chief Ray Isom) SUMMARY: Baylor Scott and White will recognize members of Anna Fire Rescue in their part of a CPR Save. Baylor has arranged for the family to attend this presentation. FINANCIAL IMPACT: None. BACKGROUND: Recognition of a CPR Save. STRATEGIC CONNECTIONS: Anna Fire Department is in line with the strategic plan success statements: SAFE and EXCELLENT ATTACHMENTS: Item No. 5.a. City Council Agenda Staff Report Meeting Date: 4/23/2024 Staff Contact: Lauren Mecke AGENDA ITEM: Zoning Discussion - Sherley Farms - Tellus Group (Planning Manager Lauren Mecke) SUMMARY: The applicants are looking for feedback from the Council on a proposed development. FINANCIAL IMPACT: This item has no financial impact. BACKGROUND: Please provide questions, comments or concerns regarding the development. STRATEGIC CONNECTIONS: This item supports the City of Anna Strategic Plan, specifically advancing the strategic outcome area: Unique. ATTACHMENTS: 1. 5.a.1 Sherley Farms - Anna Work Session Presentation - 4-17-24 The Tellus Group has a demonstrated track record of creating long term value for their residents and partners in the communities in which they build by engineering and executing smart, disciplined, proactive management and capital strategies. We are committed to creating places that positively affect the lives of those that live in a Tellus community while honoring the land on which it’s built. Communities Aesthetic Design Creating a sense of Community Lifestyle Driven Located in Prosper, TX Windsong Ranch is one of the largest and most naturally beautiful master- planned communities in North Texas, featuring over 2,000 acres, including 600 acres of open space, lakes, wooded creeks, parks, hike & bike trails, outdoor fields and resort style amenities, plus an award-winning lifestyle program. Links: About Windsong Ranch: https://windsongranchliving.com/ About the Developer: https://tellusgroupllc.com/7 “The Most Award-Winning Community in Dallas. “ Pictures to be added Mosaic, located in Celina, Texas, lies just north of Windsong Ranch. The new 760-acre single-family residential community will feature a more natural atmosphere with a thoughtful network of large open spaces winding through the community to help create a focus on the sustainable landscape along with contemporary architectural styling, a signature of a Tellus Group community. Pictures to be added Meraki, located in McLendon-Chisholm ETJ within Kaufman County. The new 1,095-acre Master Planned community is interwoven around two activated existing lakes and approximately 300 acres of open space. It will include a network of pedestrian linkages amongst the natural sustainable landscape accentuated by contemporary architectural styling, a signature of a Tellus Group community. Tellus Group – High-Quality Builders Tellus Group – High-Quality Builders Tellus Group – High-Quality Builders Tellus Group – Internal Architecture Approval Process Step 1: Master Plan Submittals •All Builders must submit their set of Master Plans to Developer for internal review by the Architecture Review Committee. •Architecture Review Committee reviews plans with the Developer Builder Guidelines and the City Ordinances to ensure all plans are compliant. Step 2: ARC Submittals (Site/Plot Plan & Architecture Plan Set) •All Builders must submit a Site/Plot Plan and Architecture Plan set for each individual lot to Developer for review. •Site/Plot plans are reviewed by the Developer for the following: •Setbacks (Staggered Front) •Plan Width •Plan Type (Non-repetitive restrictions) •Driveway Width and Driveway Slope •Lot Drainage •Fencing Requirements and Setbacks •Sidewalk and Parkway Width •Home Layout is compliant with Developer Builder Guidelines and City Ordinances Step 3: Submit Materials •All Builders must submit their Brick or Painted Brick for each lot from the Developer Approved Brick/Paint List. •This process is approved by a dual system. •Runway Proptech Software (Home Builder and Developer Software) limits what can be used on each lot as set by the Developer and must be spaced out (non-repetitive) •Once selected in Runway, the Architecture Review Committee will give final approval. Step 4: Final Inspections •All Builders are required to get an approved Final Inspection from the Developer prior to the home closing . •Developer also performs weekly lot drives to ensure lot construction cleanliness and identify non-complying construction activities. •Violations are addressed per lot and fine amounts will be set forth in the Fine and Enforcement Policy in the Community Manual (as defined in the CCR’s). Tellus Group – CCR’s & Rental Restrictions Master Covenant •HOA Governing Documents •Created to maintain property values and protect the rights and interest of homeowners. •Sets the Guidelines for Resident Modification Request which are reviewed by the HOA and Developer. Primary Residence Agreement (PRA) •Sets restrictions for rentals in each Community. •Builders are required to get the form signed by the buyer at the time of contract. •Builders will then send the signed form back to the Developer within 30 days of the home/lot sale. Sherley Farms – Overview •An approximately 970-acre single-family residential community including: •~3,000 high-quality single-family homes with strict design guidelines and rental restrictions •125+ acres of open space including: a sweeping central green through the community, pocket parks, miles of hike and bike trails and preserved tree lines •A 50+ acre working organic farm with a substantive “agritainment” component hosting both resident events and events open to the public •Two unique amenity centers planned, the first of which is anticipated to start construction along with Phase 1 •Significant lifestyle programming centered around health and wellness and the “agrihood” concept •A civic site to be provided to the City •An elementary school site to be provided to Anna ISD •A substantive connection to Geer Park connecting the community to the broader Downtown Anna •The Sherley Family will retain over 100 acres to be developed into to-be-determined uses, but likely to include a mix of mixed-use, retail, multifamily and additional residential. •Given the significant infrastructure investments and design-forward, best-in-class amenities planned for this community a PID + TIRZ structure will be necessary to make this development feasible. Tellus Group plans for Sherley Farms to become an award-winning community with national recognition just as our Windsong Ranch development became the most award-winning community in DFW. Sherley Farms – Commitment to Market-Leading Design •In February 2024, Tellus Group hosted a two-day design charette where we flew out consultants from across the country to visit the development site, explore the City of Anna and brainstorm design ideas for Sherley Farms. •Overall we had over 25 participants from six different firms representing land- planners, engineers and agrihood experts based across four states with global design experience. Thank you Item No. 5.b. City Council Agenda Staff Report Meeting Date: 4/23/2024 Staff Contact: Lauren Mecke AGENDA ITEM: Zoning Discussion - Powell Corners - Continental Properties (Planning Manager Lauren Mecke) SUMMARY: The applicants are looking for feedback from the Council on a proposed development. FINANCIAL IMPACT: This item has no financial impact. BACKGROUND: Please provide questions, comments or concerns regarding the development. STRATEGIC CONNECTIONS: This item supports the City of Anna Strategic Plan, specifically advancing the strategic outcome area: Unique. ATTACHMENTS: 1. 04-23-2024 Worksession Powell Corners CITY COUNCIL WORKSHOP POWELL CORNERS PLANNED DEVELOPMENT 2 TEAM Continental Properties Multifamily Developer Morphic Development Single Family Developer Knapp Land Solutions Land Planner Manhard Consulting Engineer Discuss the future development of 58 acres along Highway 5 (Powell) & CR 423. We are bringing forward a Planned Development District formally named Powell Corners. There are four (4) distinct districts within the development to allow for a mix of uses. •Commercial (C-2) •Industrial (I-1) •Medium Density Residential (MD) •High Density Residential (MF) 3 ZONING WORKSHOP 4 LOCATION MAP 5 •This property has been owned by the Hayslett family in Anna for multiple generations. The family has a long history in Anna dating back to the 1920’s. They have always been thoughtful, productive, and proud members of the City of Anna. •In the first quarter of 2023, Nexmetro proposed a re-zoning effort that ultimately got denied by City Council. The project consisted of 203 single family detached cottage style rental project with the following unit mix: •1 bd – 62 •2bd – 79 •3bd – 62 Total of 203 units HISTORY 6 •West of Highway 5 in orange is labeled as Cluster Residential •Planned with the intent for smaller lot single family detached and attached residential lots located within a platted subdivision. •East of Highway 5 in red is labeled as Community Commercial •characterized by small, freestanding buildings containing one or more businesses. Unlike larger shopping centers that may attract regional customers, Community Commercial developments primarily provide services for residents of surrounding neighborhoods. FUTURE LAND USE PLAN COMP PLAN HURDLES 7 Cluster Residential “Intended to provide smaller single family detached and attached residential lots” Generally, aligns with MD zoning district But… All individual platted Residential (MD) districts shall not be within 1,200 feet of a designated Master Thoroughfare Plan highway (Highway 5). This distance shall be measured from the right-of-way centerline to the residential property line. The THOR District does not allow for a building lot of less than one acre within a zone extending 500’ from Highway 5. Site specific constraints including natural resources such as floodplain and wetland require design flexibility above and beyond base zoning allowances to properly plan around and ultimately protect and maintain the beauty and function of such resources. Community Commercial The area where this district is proposed backs up to an existing rail line. With no east-west connections, we think the I-1 category is best suited for the proposed area. We intend to keep the C-2 commercial uses intact on this tract, however, we believe we can still meet the intent of “providing freestanding buildings for 1 or more businesses” through the industrial district. CURRENT ZONING 8 SF-E (AG) Estate Residential The Agricultural (AG) district provides, preserves, and maintains large tracts of undeveloped land for agricultural pursuits such as crop production and farming, ranching, and raising livestock, wildlife management, and agrarian lifestyle practices. This district protects agricultural areas from the encroachment of urban and suburban development. This district implements the character and intent of the Comprehensive Plan’s Ranching and Agriculture and Rural Living Place Types 9 •The first tract to the North current zoning to the North is MF-2 Multifamily at 25 units per Gross acre. •The Second tract to the North has a maximum unit count of 325 units on +/- 20 acres. •Other adjacent uses include SF-E (AG) and unincorporated Collin County. AREA ZONING 10 PROPOSED ZONING The proposed zoning provides compatible uses sited intentionally to support each other physically through proper buffering and connectivity, as well as economically. This strategy includes contiguously extending the existing MF zoning from the north onto the property and siting C-2 and I-1 along highway 5, both of which act as a buffer for the MD district. PROPOSED PD REGULATIONS SUMMARY 11 •Overarching: •Exception: Sec 9.04.025 – Remove requirement for all building lots within 500’ from Highway 5 to be greater than 1 acre. •This standard would not allow SF lots on the property. •C-2 – No exceptions requested •I-1 – •Requested Exceptions: •Sec. 9.04.038 (6)(B)(iv) – shall be allowed to exceed the designated screening heigh. However, any screening above the typically allowed screening height shall be setback 50’ •Sec. 9.04.038.(6)(C) shall be adjusted to allow for Outdoor storage to total 20% of the total lot area. •MF – •Requested Exception: •Requested allowance of any tree preservation on the MF lot which may exceed the minimum requirement, shall be creditable to C-2, I-1 or MD districts. •Enhancements Proposed: •Max Density 18du/acre proposed vs. 25 du/acre per MF •Enhanced amenities defined – to be described later in presentation. •Defined requirement of 90% of units to be provided with private patio or balcony with minimum dimensions of 7’ depth and 70 usable sf. •MD •Requested Exceptions: •Removal of requirement for MD district platted lots to be greated than 1,200 feet from Highway 5. •Would not allow MD SF lots on development parcel. •Minimum lot area: 3,000 sf •Allow for more flexibility in site planning to preserve natural resources. •Allow for Planning Director to approve: •Reduction in Canopy trees from 50% to 30% •One tree per every other lot pending conformance with overall required tree qty. The current challenges lie in the infrastructure requirements and extent of natural resources (including floodplain and wetland) on this site. The unique challenges presented by the depth of the current sanitary sewer line, requiring a lift station to support the development of the rest of the tract, and the redesign and construction of CR 423 necessitates a certain critical mass in terms of density to economically support the construction of the required infrastructure. A solely single-family development will be unable support the necessary infrastructure improvements while preserving the existing natural resources. Without the infrastructure improvements then retail becomes much less viable The proposal for a higher density product to spear head infrastructure work will alleviate the burden on the lower density uses proposed south of CR423, and create viable development sites. The residential density will also support the proposed retail component as well as downtown Anna. The proposed multifamily product includes a low mix of 3- bedroom homes (less then 10% of units). Limiting the impact on the school system while creating the population density required to attract and support quality retail users. The variety of housing types serves a mix of demographics ranging from younger professionals and empty nesters in the MF district, to traditional households in the proposed MD district. INFRASTRUCTURE MIXED USE PD DISTRICT 12 CHALLENGES OPPORTUNITY CONTINENTAL PROPERTIES 13 Continental’s vertically integrated team, track record of delivering high quality product, and unmatched customer satisfaction makes Continental a national leader in multifamily development and operations. Our dedicated Team of research professionals goes beyond traditional methods to unlock the full potential of market selection. By harnessing strategic third-party databases and employing proprietary tools, we provide unparalleled insights and solutions. MARKET RESEARCH At our core, we are committed to crafting products that withstand the test of time. Our team's relentless pursuit of improvement and collaboration creates an inclusive community centered around innovation. PRODUCT DESIGN & DEVELOPMENT At our core, we are committed to crafting products that withstand the test of time. Our team's relentless pursuit of improvement and collaboration creates an inclusive community centered around innovation. CONSTRUCTION OVERSIGHT Delivering above-and-beyond customer service is at the heart of our Team's mission, and we will listen when we've missed the mark. Continental directly oversees and manages each of its properties, making it one of only a few companies that both develop and operate its communities across the country. PROPERTY MANAGEMENT We believe in investing in our customers' needs and desires. By thoroughly understanding their unique perspectives, our team drives meaningful change in our designs, creating exceptional experiences for our communities. CUSTOMER EXPERIENCE Our Team takes pride in owning and managing our properties long-term. With a disciplined approach and unwavering commitment, we ensure our portfolio’s sustained success and value. PORTFOLIO MANAGEMENT +125 Developed Communities +45,000 Homes built to date 19 States +20,000 Homes currently managed NMHC Top 10 Developer in 2022 CONTINENTAL PROPERTIES NATIONAL PORTFOLIO SNAPSHOT 14 CONTINENTAL PROPERTIES TEXAS PORTFOLIO SNAPSHOT 15 PROPOSED SITE PLAN NATURE TRAIL HAMMOCK PARK CLUBHOUSE RESORT STYLE POOL AND SUN DECK FIRE PIT PET PARK UNIT COUNT: 324 UNIT MIX: •STUDIO: 27 UNITS, (8%) •1BR: 135 UNITS, (42%) •2BR: 135 UNITS (42%) •3BR: 27 UNITS, (8%) SPORT COURT PET WASH AMENITIES 17 NATURE TRAIL HAMMOCK PARK Community Amenities •Clubhouse with resort-style pool, sun deck, 24-hour fitness center, business center, indoor demonstration-style kitchen, outdoor kitchen and grilling area, and lounge area •Nature trail •Fire pit •Pet playground •Sport Court •Valet trash service •Dog wash area •Car cleaning station •Select homes with private, enclosed yards •90% Units include private patios or balconies •Covered parking options (garages, carports) In-Home Amenities •Studio, One-, Two-, and Three-bedroom options •Private entry for select homes with secure entry features •Open concept floor plans with premium finishes •Hardwood-style flooring •Energy-Efficient appliances •In-home washer and dryers •Stainless steel appliances •Granite countertops •Pet-friendly policies Business Center Café and Community Room Fitness Center Outdoor Lounge and Grill Resort Style Pool and Sun Deck CLUBHOUSE RENDERING 18 RESIDENTIAL BUILDING RENDERING 19 CLUBHOUSE – COMMUNITY ROOM AND CAFE 20 CLUBHOUSE – FITNESS CENTER 21 CLUBHOUSE – POOL 22 CLUBHOUSE – OUTDOOR LOUNGE 23 AMENITIES – CONCEPT IMAGERY 24 NATURE TRAIL SPORT COURT HAMMOCK PARK OPEN CONCEPT HOMES 25 LARGE BEDROOMS WITH WALK-IN CLOSETS 26 PFC PARTNERSHIP 27 Attainable Housing •No federal subsidies, tax credits, or low-income housing. •Unit mix breakdown: •50% of the homes to be market rate •40% of the homes to be restricted to 80% of AMI •10% of the homes to be restricted to 60% of AMI •This public/private partnership allows for property tax exemption to promote development of high-quality market rate and mixed income housing, which will provide needed attainable housing for middle-income individuals and families. Public/Private Partnership •Continental will enter into a partnership with the Public Partner and Continental will develop the proposed community. •Public Partner will take ownership of the newly-built community and lease it back to Continental. •The Public Partner will earn revenue as an owner of the community in lieu of property taxes. Average AMI for Collin County is $110,300* Median Household Income for the City of Anna is $89,189** *Source: HUD as of 4/1/24 **Source: ESRI 28 Workshop Session Work with staff to refine proposal Zoning June PZC (Zoning and MF Concept Plan) City Council (Zoning and MF Concept Plan) Work with EDC and staff to create MOU April May Begin Site Plan Process Workshop Session PFC City Council Hearing Work with staff on formal agreement Beyond NEXT STEPS *Months indicated for hearings are estimates THANK YOU SAM@FRANKLINLANDCO.COM (469) 450-6269 Item No. 6.a. City Council Agenda Staff Report Meeting Date: 4/23/2024 Staff Contact: AGENDA ITEM: Approve City Council Meeting Minutes for April 9, 2024. (City Secretary Carrie Land) SUMMARY: FINANCIAL IMPACT: BACKGROUND: STRATEGIC CONNECTIONS: ATTACHMENTS: 1. CCmin2024-04-09 Work Session 2. CCmin2024-04-09 City Council Work Session Meeting Minutes Tuesday, April 9, 2024 @ 5:30 PM Anna Municipal Complex - Council Chambers 120 W. 7th Street, Anna, Texas 75409 The City Council of the City of Anna met in a Closed Session on 4/9/2024 at 5:30 PM, in the Anna Municipal Complex - Council Chambers, located at 120 W. 7th Street, to consider the following items. 1. Call to Order, Roll Call, and Establishment of Quorum. Mayor Pike called the meeting to order at 5:33 PM. Members Present: Mayor Nate Pike Mayor Pro Tem Lee Miller Council Member Kevin Toten Council Member Stan Carver Council Member Elden Baker Council Member Pete Cain Members Absent: None 2. Closed Session (Exceptions). Under Tex. Gov't Code Chapter 551, the City Council may enter into Closed Session to discuss any items listed or referenced on this Agenda under the following exceptions: a. Consult with legal counsel regarding pending or contemplated litigation and/or on matters in which the duty of the attorney to the governmental body under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas clearly conflicts with Chapter 551 of the Government Code (Tex. Gov’t Code §551.071). b. Discuss or deliberate the purchase, exchange, lease, or value of real property (Tex. Gov’t Code §551.072). c. Discuss or deliberate Economic Development Negotiations: (1) To discuss or deliberate regarding commercial or financial information that the City has received from a business prospect that the City seeks to have locate, stay, or expand in or near the territory of the City of Anna and with which the City is conducting economic development negotiations; or (2) To deliberate the offer of a financial or other incentive to a business prospect described by subdivision (1). (Tex. Gov’t Code §551.087). d. Discuss or deliberate personnel matters (Tex. Gov’t Code §551.074). Council, Boards and Commissions MOTION: Mayor Pike moved to enter closed session. Council Member Toten seconded. Motion carried 6-0. Mayor Pike recessed the meeting at 5:34 PM. Mayor Pike reconvened the meeting at 6:03 PM. 3. Consider/Discuss/Action on any items listed on any agenda - work session, regular meeting, or closed session - that is duly posted by the City of Anna for any City Council meeting occurring on the same date as the meeting noticed in this agenda. No action taken. 4. Adjourn. Mayor Pike adjourned the meeting at 6:03 PM. Approved on the 23rd day of April 2024 _______________________________ ATTEST: Mayor Nate Pike ___________________________ City Secretary Carrie L. Land Regular City Council Meeting Meeting Minutes Tuesday, April 9, 2024 @ 6:00 PM Anna Municipal Complex - Council Chambers 120 W. 7th Street, Anna, Texas 75409 The City Council of the City of Anna will meet on 4/9/2024 at 6:00 PM in the Anna Municipal Complex-Council Chambers, located at 120 W. 7th Street, to consider the following items. 1. Call to Order, Roll Call, and Establishment of Quorum. Mayor Pike called the meeting to order at 6:04 PM. Members Present: Mayor Nate Pike Mayor Pro Tem Lee Miller Deputy Mayor Pro Tem Randy Atchley Council Member Kevin Toten Council Member Stan Carver Council Member Elden Baker Council Member Pete Cain Members Absent: None 2. Invocation and Pledge of Allegiance. Council Member Cain led the Invocation and Pledge of Allegiance. 3. At the request of the Developer, the Public Hearing has been rescheduled to May 14th for an Ordinance to annex and zone one 11.2± acres and rezone 34.7± acres for a multifamily and commercial development. Generally located at the northwest and northeast corners of E. Foster Crossing Road and future S. Ferguson Parkway. Closed Session (Exceptions). Under Tex. Gov't Code Chapter 551, the City Council may enter into Closed Session to discuss any items listed or referenced on this Agenda under the following exceptions: a. Consult with legal counsel regarding pending or contemplated litigation and/or on matters in which the duty of the attorney to the governmental body under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas clearly conflicts with Chapter 551 of the Government Code (Tex. Gov’t Code §551.071). b. Discuss or deliberate the purchase, exchange, lease, or value of real property (Tex. Gov’t Code §551.072). c. Discuss or deliberate Economic Development Negotiations: (1) To discuss or deliberate regarding commercial or financial information that the City has received from a business prospect that the City seeks to have locate, stay, or expand in or near the territory of the City of Anna and with which the City is conducting economic development negotiations; or (2) To deliberate the offer of a financial or other incentive to a business prospect described by subdivision (1). (Tex. Gov’t Code §551.087). MOTION: Mayor Pike moved to enter closed session. Council Member Cain seconded. Motion carried 5-2. Mayor Pro Tem Miller and Deputy Mayor Pro Tem Atchley opposed. Mayor Pike recessed the meeting at 6:08 PM. Mayor Pike reconvened the meeting at 6:40 PM. 4. Neighbor Comments. Robert Hallberg spoke about the amount of Rental Homes in Anna, and proposed that Council creates a Rental Housing Committee. Council Member Stan Carver read an email from Kari Hudson, Hawaii Five Sno. (Please see attachment) 5. Reports. Council Member Toten gave a huge shout-out to the City Manager and all staff for the Easter Eggstravaganza, and to Police and Fire for giving some great entertainment with the Friday evening's Softball game. He also thanked all of staff for the hard work they have been putting in for the last few months. 6. Consent Items. MOTION: Council Member Toten moved to approve items 6a.-d. Council Member Baker seconded. Motion carried 7-0. a. Approve City Council Meeting Minutes for March 26, 2024. (City Secretary Carrie Land) b. Review Minutes of the February 5, 2024 Planning & Zoning Commission Meeting and March 3, 2024 Planning & Zoning Commission Meeting. (Interim Director of Development Services Nader Jeri) c. Review Minutes of the December 18, 2023, Special Called Diversity and Inclusion Advisory Commission Meeting and the January 22, 2024, Diversity and Inclusion Advisory Commission Meeting. (Assistant City Manager Taylor Lough) d. Approve a Resolution authorizing the City Manager to execute a Park Development Fee Credit Agreement with Arden Park Owner TX LLC. (Parks Planning & Development Manager Dalan Walker) Arden Park is a development located on FM 455 east of Natural Springs Park. The proposed trail construction is a segment of trail shown in the Trails & Sidewalks Plan as a future trail in the Anna 2050 Parks Master Plan. Staff requested City Council authorize the City Manager to execute a Park Development Fee Credit Agreement with Arden Park Owner TX LLC (Developer). Under the Agreement, the Developer will design and construct a trail along the entire southern edge of the Arden Park development that will connect to an existing trail at the southeast corner of Natural Springs Park. The park development fees owed by the Developer will be reduced by the costs associated with the design and construction of the trail. The remaining park development fees will be collected as each lot develops and will be paid by each home builder at the time of permitting as described in the current park development ordinance. The Agreement is credit-based and will not involve reimbursement to the Developer by the City. The Agreement essentially does two things. First, it provides pedestrian access from the Arden Park development into Natural Springs Park via an eight-foot wide concrete trail. Second, it expands the City trail system in accordance with the 2050 Parks Master Plan. Per the terms of the agreement, the park development fee owed by each home builder on each lot will be reduced by the total cost of the trail design and construction. The trail will be constructed before the lots along the southern edge of the development are built due to limited access for construction equipment. The developer has designed the trail and is ready to begin construction. This credit agreement will result in a reduction of Park Development fee revenue equal to the cost of design and construction of the trail. It is less costly, however, for the developer to construct the trail now than if the City were to build it after all the homes along the southern edge of the development were built, due to construction access limitations and contractor mobilization costs. In addition, the balance of park development fees due after construction of the trail will be deposited into the Park Development Fund. A RESOLUTION OF THE CITY OF ANNA, TEXAS, APPROVING A PARK DEVELOPMENT FEE CREDIT AGREEMENT WITH ARDEN PARK OWNER TX LLC TO CONSTRUCT A TRAIL ALONG THE SOUTHERN EDGE OF THE ARDEN PARK DEVELOPMENT AND REDUCE THE PARK DEVELOPMENT FEE OWED BY HOME BUILDERS. 7. Items for Individual Consideration. a. Consider/Discuss/Action on a Resolution regarding the naming of a park located at 3031 County Road 422 to be named "Hassie Lawrence Morgan Park." (Director of Neighborhood Services Marc Marchand) City Council adopted a Policy and Procedure for Naming City Parks, Trails, Recreational Areas, and Other Recreation Facilities on November 10, 2020. The Neighborhood Services Department followed the naming policy in researching Mrs. Morgan with support from the Anna Area Historical Preservation Society and her living descendants, and the Parks Advisory Board recommended to the City Council on January 29, 2024 to name the park Hassie Lawrence Morgan Park in honor of her friendship with Yank, her courage and patriotism as a "Rosie the Riveter," and her contributions to the hope for inclusion that would eventually grow to be a principal value in our community. The Parks Advisory Board reviewed and unanimously recommended to the City Council naming the new park located at 3031 County Road 422 for an early and beloved Anna neighbor, Mrs. Hassie Lawrence Morgan, a dear friend of Henry Clay "Yank" Washington, at the January 29, 2024 Parks Advisory Board meeting. Mrs. Morgan was born Hassie Katherine Lawrence on January 28, 1894 operated a grocery store and meat market located in the current Anna downtown area near what is now 4th Street. Mrs. Morgan was widowed in 1936 and operated the store with her son. She later married her late husband, Eldred Morgan’s, first cousin the famed American silent film comedian, Kewpie Morgan (born Horace Allen Morgan), who performed in vaudeville, starred in silent films with Laurel and Hardy, Buster Keaton, and many others. Mrs. Morgan was known to be a woman of strong character, determination, and grit, and it is said that she once chased someone out of her store with a meat clever for making an off-colored remark. Her grandson, Mr. Bart Morgan, said that she was not afraid of copperheads or most anything else with the exception of tornadoes. She really didn't like those. It is particularly notable that she was a dear friend of Mr. Henry Clay "Yank" Washington, who was a beloved Anna neighbor and is believed to be the only African American neighbor in Anna from the late 1800s through the mid-1930s. Yank worked at the grocery and meat market, lived at the back of the store, was cared for by Mrs. Morgan when Mr. Washington became unable to work late in his life, and was loved and respected by her whole family. The City Council named a neighborhood park for Yank on April 13, 2021. Mrs. Morgan sold the store in 1940, moved to Grand Prairie during the war, and worked as a “Rosie the Riveter” with Chance Vought again exhibiting outstanding character and representing the strength, work ethic, community pride, and patriotism found in so many women during that time. MOTION: Council Member Baker moved to approve. Council Member Toten seconded. Motion carried 7-0. A RESOLUTION OF THE CITY OF ANNA, TEXAS NAMING A PARK LOCATED AT 3031 County Road 422 “HASSIE LAWRENCE MORGAN PARK” b. Consider/Discuss/Action on a Resolution awarding the Natural Springs Playground construction project to Hunter Knepshield of Texas, Inc. and authorizing the City Manager to execute a construction contract in a form approved by the City Attorney. (Park Planning & Development Manager Dalan Walker) A tree house/nature themed playground was included as a project for Natural Springs Park in the FY23-24 budget. In order to maximize options and get the most value for the budget, staff structured the Request for Proposal (RFP) in a manner that was essentially a design competition. Criteria defining the project scope included: • Design budget not to exceed $400,000 • Concrete walkway, surfacing and drainage included in budget • General location east of the dog park near tree grouping • Design may combine or separate play for different age groups • Playground must include accessible elements • Design must have a nature theme • Existing trees must not be damaged • Vendors may each submit three designs • Contract must include a community build element The RFP was issued and advertised on January 2, 2024. Proposals were received and reviewed February 20th, 2024. On February 29th, the Parks Advisory Board completed a detailed review and discussion of 21 designs submitted by eight vendors narrowing the designs to nine finalists. The finalists were included in an online survey that was posted on March 11th and closed on March 25th. The level of participation in the survey was incredible with 1,230 neighbors voting on their top three favorite designs. The rankings were weighted with each first place vote receiving three points, second place receiving two points and third receiving one point. Hunter Knepshield's design was the clear winner, receiving 1,908 points, over 650 points more than the next highest ranking playground design. The winning design was presented to the Parks Advisory Board on March 28, 2024, and they voted unanimously to recommend the design by Hunter Knepshield to City Council. Once the construction agreement is executed and the design is finalized, the playground equipment will be ordered. The time expected for manufacturing the equipment is 18 to 22 weeks. Construction is expected to begin in September 2024 with completion in November 2024. Due to the complexity and height of this particular design, the vendor does not recommend involving the public in anything related to the installation of structural elements of the playground. Hunter Knepshield recommends inviting our neighbors to participate in the installation of the surfacing material, which is an engineered wood fiber product. The work could be timed so that the community participation and ribbon cutting could occur on the same day during the same event. Once the surfacing is installed, the playground will be open for play. Staff supports their recommendation. Staff requested approval of a Resolution authorizing the City Manager to execute a Construction Agreement with Hunter Knepshield of Texas, Inc. for the manufacture and installation of a playground at Natural Springs Park. Funding for the Natural Springs Park Playground project was appropriated in the FY2024 Community Investment Program budget in the amount of $400,000 from the Park Development Fund. The estimated cost of this construction contract is $399,729. MOTION: Council Member Baker moved to approve. Deputy Mayor Pro Tem Atchley seconded. Motion carried 5-2. Council Member Carver and Mayor Pro Tem Miller opposed. A RESOLUTION OF THE CITY OF ANNA, TEXAS, AUTHORIZING THE CITY MANAGER TO EXECUTE A CONSTRUCTION AGREEMENT BY AND BETWEEN THE CITY OF ANNA, TEXAS AND HUNTER KNEPSHIELD OF TEXAS, INCORPORATED, FOR THE CONSTRUCTION OF THE NATURAL SPRINGS PARK PLAYGROUND PROJECT, IN AN AMOUNT NOT TO EXCEED FOUR HUNDRED THOUSAND DOLLARS AND ZERO CENTS ($400,000.00), IN A FORM APPROVED BY THE CITY ATTORNEY; AND PROVIDING FOR AN EFFECTIVE DATE. c. Consider/Discuss/Action on a Resolution for a change order for the Leonard Avenue Extension project to increase the project scope to include the construction of the eastern two lanes of Leonard Avenue from Gardendale Hollow Lane to East Foster Crossing Road. (Assistant City Manager Greg Peters, P.E.) The City awarded the Leonard Avenue Construction project to ANA Site Construction in January 2024 with Resolution 2024-01-1589. Leonard Avenue is identified as a Major Arterial on the City of Anna Master Thoroughfare Plan. The City is currently engaged with a contractor to construct the section of Leonard Avenue from Foster Crossing Road to the Collin County Outer Loop. There is a segment of Leonard Avenue between Gardendale Hollow Lane and Foster Crossing Road where Leonard is still a 2-lane road. Staff requested the contractor to provide a quote for a change order to expand their project scope to include the construction of the 2 un-built lanes north of Foster Crossing. The total cost of the change order was quoted to be $618,735.85. Staff is recommending a budget of $650,000 to allow for contingencies, and is recommending the use of Roadway Impact Fees and County Bond Funds to fund the additional segment of the road. Funding for the Leonard Avenue project was appropriated in the FY2024 Community Investment Program budget in the amount of $3.891 million, with $1.11 million from the Road Impact Fees Fund and $2.781 million from Collin County. The estimated cost of this change order is $650,000. MOTION: Deputy Mayor Pro Tem Atchely moved to approve. Council Member Baker seconded. Motion carried 7-0. A RESOLUTION OF THE CITY OF ANNA, TEXAS, AUTHORIZING THE CITY MANAGER TO EXECUTE A CHANGE ORDER FOR THE EXISTING CONTRACT WITH ANA SITE CONSTRUCTION, LLC, FOR THE EXTENSION OF LEONARD AVENUE IN THE AMOUNT NOT TO EXCEED SIX HUNDRED AND FIFTY THOUSAND DOLLARS AND ZERO CENTS ($650,000.00) 8. Closed Session (Exceptions). Under Tex. Gov't Code Chapter 551, the City Council may enter into Closed Session to discuss any items listed or referenced on this Agenda under the following exceptions: a. Consult with legal counsel regarding pending or contemplated litigation and/or on matters in which the duty of the attorney to the governmental body under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas clearly conflicts with Chapter 551 of the Government Code (Tex. Gov’t Code §551.071). b. Discuss or deliberate the purchase, exchange, lease, or value of real property (Tex. Gov’t Code §551.072). c. Discuss or deliberate Economic Development Negotiations: (1) To discuss or deliberate regarding commercial or financial information that the City has received from a business prospect that the City seeks to have locate, stay, or expand in or near the territory of the City of Anna and with which the City is conducting economic development negotiations; or (2) To deliberate the offer of a financial or other incentive to a business prospect described by subdivision (1). (Tex. Gov’t Code §551.087). d. Discuss or deliberate personnel matters (Tex. Gov’t Code §551.074). Council, Boards and Commissions. MOTION: Mayor Pike moved to enter closed session. Council Member Cain seconded. Motion carried 7-0. Mayor Pike recessed the meeting at 7:42 PM. Mayor Pike reconvened the meeting at 10:00 PM. 9. Consider/Discuss/Action on any items listed on any agenda - work session, regular meeting, or closed session - that is duly posted by the City of Anna for any City Council meeting occurring on the same date as the meeting noticed in this agenda. No action taken. 10. Adjourn. Mayor Pike adjourned the meeting at 10:00 PM. Approved on the 23rd day of April 2024 _______________________________ ATTEST: Mayor Nate Pike __________________________ City Secretary Carrie L. Land From: Hawaii Five Sno Sent: Tuesday, April 9, 2024 9:39:30 AM To: Nate Pike Kevin Toten >; Pete Cain ; Stan Carver Randy Atchley ; Elden Baker ; Lee Miller Cc: Subject: [EXTERNAL]: Small business owner concern. CAUTION: This email originated from outside of the organization. Do not click links or open attachments unless you recognize the sender and know the content is safe. If you are still unsure, please report this email via the PhishNotify button. Good Morning, My intention was to speak at tonight’s meeting but due to a work conflict, I am unable to attend. I wanted to send you all the statement I was going to read to the council. I appreciate you hearing my concerns. “My name is Kari Hudson, I am one of the owners of Hawaii Five Sno, a local shaved ice vendor in Anna Texas. A local small business owner and resident of Anna Tx. As a business, we have donated over 20% of our annual profits for the past 2 years back to the community of Anna. We have donated to PTA, booster clubs, supported school backpacks, held fundraisers for local cheer and sports teams, adopted angels from the Angel tree, stocked the teachers lounges, supported our first responders and educators and much more. Our goal has always been to give back to Anna. We were able to play this role because of our success at the events we attended in Anna. We buy our supplies in Anna. We employ local highschool students for their first jobs. We know our customers by name and most of their orders by heart. We even know the families who are struggling and just need a cup of ice during chemo. Tell me a non local vendor that does that! We show up at all points in time for our community. Last year the city decreased the number of events and we lost a couple of events due to non local vendors flooding the city. This year we lost 5…we were given one event. We were not chosen for Easter, earth day, touch a truck, Anna fest, or the Halloween event. These are major events for our business but they were given to non local vendors in order to be fair. We have amazing local vendors. The city has 2 excellent choices for snowcones and many other vendors who constantly step up to support our community and Anna is looking and accepting corporate franchises instead of locally owned businesses. This is happening across the board. My question is, where are these vendors when the schools need support? Where are these vendors when teams need sponsorships? Where are these vendors when the community of Anna is looking for support? They are not here. They are only in Anna for a financial gain and have no interest in bettering Anna as a community. I have begged the city to give local vendors precedence as we are supporters here. The city refuses to listen and claims they need to be fair due to the influx in vendors. The city of Plano gives their local vendors first dibs on all events and supplements open spots with outside vendors. Aubrey allows local/established vendors to apply a month before non local new vendors to ensure loyalty, why isn’t Anna following suit? Losing these events will greatly impact the amount we will be able to donate to support our community. As a business we are having to look outside of Anna to supplement the loss. When asked why we are not at Anna events, we will let our customers know that it was not our choice. We will continue to do our best to support but this hit financially will make it difficult. I urge you to start supporting local small businesses before looking elsewhere.” Thank you, Kari Hudson Hawaii five sno team Sent from my iPhone Item No. 6.b. City Council Agenda Staff Report Meeting Date: 4/23/2024 Staff Contact: Bernie Parker AGENDA ITEM: Review Minutes of the March 7, 2024, Joint Community Development Corporation and Economic Development Corporation Board Meetings. (Interim Director of Economic Development Bernie Parker) SUMMARY: FINANCIAL IMPACT: BACKGROUND: STRATEGIC CONNECTIONS: ATTACHMENTS: 1. March 7_2024 CDC EDC Joint Meeting Minutes (Signed) Item No. 6.c. City Council Agenda Staff Report Meeting Date: 4/23/2024 Staff Contact: Terri Doby AGENDA ITEM: Review Monthly Financial Report for the Month Ending March 31, 2024. (Budget Manager Terri Doby) SUMMARY: The City of Anna's financial policies require the publication of a financial report monthly. This report covers the financial performance for Fiscal Year 2024 through March 31, 2024. Enclosed in the report is an executive dashboard that provides a high level look at major funds along with detailed reporting of sales tax collections. The financial condition of the City remains strong and the reported funds adhere to fund balance requirements. FINANCIAL IMPACT: Information only. BACKGROUND: The FY2024 Budget was adopted on September 12, 2023. STRATEGIC CONNECTIONS: This item supports the City of Anna Strategic Plan, specifically advancing the strategic outcome area: Excellent. ATTACHMENTS: 1. FY2024 City Council Monthly Financial Report March Positive Positive variance compared to historical trends Warning Negative variance of 3%-5% compared to historical trends Negative Negative variance of >5% compared to historical trends FY2024 FY2024 % Budget YTD REVENUES General Fund Property Taxes 11,191,000$ 11,576,475$ 103.4%Property taxes are due in Jan. Sales Tax 4,293,000 2,067,239 48.2%Reflects five month of remittances Franchise and Local Taxes 825,000 215,613 26.1%Franchise fees are collected quarterly. Charges for Services 730,000 453,371 62.1%Rental registrations are collected once per year. Fines 300,000 231,891 77.3% Permits, Licenses and Fees 4,330,000 1,239,070 28.6% Investment Income 500,000 412,549 82.5% Other Revenues 37,000 74,489 201.3% Revenue Total 22,206,000$ 16,270,697$ 73.3% With 50.0% of the year expired, revenues recorded in the General Ledger are at 73.3% of budget and within historical norms. EXPENDITURES General Fund Expense Total 22,205,696$ 11,264,287$ 50.7%With 50.0% of the year expired, expenses are 50.7% of budget. . Utility Fund REVENUES Water Sales 10,846,000$ 4,821,209$ 44.5% Wastewater Charges 7,718,000 3,634,474 47.1% Sanitation Revenue 2,300,000 1,709,768 74.3%Reflects higher than projected number of accounts. Other Charges for Services 628,570 417,017 66.3% Permits, Licenses and Fees 1,522,000 387,890 25.5% Investment Income 302,000 395,484 131.0% Other Revenues 600 23,730 3955.0% Utility Fund Total 23,317,170$ 11,389,572$ 48.8%With 50.0% of the year expired, revenues recorded in the General Ledger are at 48.8% of budget. EXPENDITURES Utility Fund Expense Total 21,547,935$ 12,658,255$ 58.7%With 50.0% of the year expired, expenses are 58.7% of budget, reflecting a higher than projected increase in accounts. CITY OF ANNA GENERAL & UTILITY FUNDS DASHBOARD Through March 31, 2024 Favorable / Unfavorable Utility sales are tradionally lower in winter. % Change 2023-24 Collections from 2022-23 Collections Monthly Prior Year Monthly October 655,358$ 25.5% 522,386$ November 695,026 28.0% 542,873 December 768,837 23.5% 622,388 January 566,981 24.8% 454,358 February 621,381 34.2% 463,016 March 605,483 April 551,653 May 591,858 June 634,824 July 600,214 August 656,241 September 707,590 3,307,583$ 6,952,884$ Budget: 6,753,000 49.0% 6,753,100 CITY OF ANNA Schedule of Sales Tax Collections For the month February 28, 2024 $0 $100,000 $200,000 $300,000 $400,000 $500,000 $600,000 $700,000 $800,000 $900,000 Monthly Sales Tax Collections: 3 Year Comparison FY2021-22 FY2022-23 FY2023-24 Fiscal Year 2023-24 Fiscal Year 2022-23 Monthly Monthly October 56 1 November 44 39 December 57 17 January 150 16 February 170 32 March 172 129 April 124 May 72 June 82 July 179 August 119 September 44 649 854 % Budget FY2024 Budget: 800 81.1% CITY OF ANNA Building Permits Issued Thru the month March 31, 2024 0 20 40 60 80 100 120 140 160 180 200 Monthly Building Permits Received: 2 Year Comparison FY2022-23 FY2021-22 Item No. 6.d. City Council Agenda Staff Report Meeting Date: 4/23/2024 Staff Contact: Ray Isom AGENDA ITEM: Approve a Resolution for the Purchase of Radio and Communication Equipment related to Fire Station #2 Operations (Fire Chief Ray Isom) SUMMARY: This resolution authorizes the City Manager to purchase handheld portable radios and associated equipment as required furniture, fixtures and equipment for Fire Station #2. The radio and communication equipment is specialized for daily operations and is outside the scope for completion of Fire Station #2 and was therefore not included in the station project. This radio equipment is a stand-alone resource that requires specific approval and fund allocation. The equipment allows personnel assigned to Station #2 to respond and communicate properly upon dispatch to all emergency calls for service. FINANCIAL IMPACT: Funding for the Fire Station #2 project was appropriated in the FY2022-2024 Community Investment Program budget in the amount of $11.0 million from the Capital Projects Bond Funds and Public Improvement District Fund. This item is part of the furniture, fixtures and equipment needed for this project and will be paid for by the Infrastructure Investment Fund from excess General Fund reserves. The estimated cost of this item is $137,000. BACKGROUND: Radio communication equipment is outside the construction scope of Fire Station #2 and is separate from the building. It is considered part of the furnishings and equipment package for the facility. STRATEGIC CONNECTIONS: This item supports the City of Anna Strategic Plan, specifically advancing the strategic outcome area: Safe. ATTACHMENTS: 1. Motorola Quote - Anna FD APX8000XE Port w_Access 2. Resolution for Station 2 Handheld Radios QUOTE-2589604 ANNA, CITY OF APX8000XE Portables w/Accessories 04/05/2024 The design, technical, pricing, and other information (“Information”) furnished with this submission is confidential proprietary information of Motorola Solutions, Inc. or the Motorola Solutions entity providing this quote(“Motorola”) and is submitted with the restriction that it is to be used for evaluation purposes only. To the fullest extent allowed by applicable law, the Information is not to be disclosed publicly or in any manner toanyone other than those required to evaluate the Information without the express written permission of Motorola.MOTOROLA, MOTO, MOTOROLA SOLUTIONS, and the Stylized M Logo are trademarks or registered trademarks of Motorola Trademark Holdings, LLC and are used under license. All other trademarks are theproperty of their respective owners. © 2020 Motorola Solutions, Inc. All rights reserved. 04/05/2024 ANNA, CITY OF PO BOX 776 ANNA, TX 75409 RE: Motorola Quote for APX8000XE Portables w/Accessories Dear Tom Brown, Motorola Solutions is pleased to present ANNA, CITY OF with this quote for quality communications equipment and services. The development of this quote provided us the opportunity to evaluate your requirements and propose a solution to best fulfill your communications needs. This information is provided to assist you in your evaluation process. Our goal is to provide ANNA, CITY OF with the best products and services available in the communications industry. Please direct any questions to Wesley Short at wshort@shipmancommunications.com. We thank you for the opportunity to provide you with premier communications and look forward to your review and feedback regarding this quote. Sincerely, Wesley Short President Motorola Solutions Manufacturer's Representative QUOTE-2589604 Billing Address: ANNA, CITY OF PO BOX 776 ANNA, TX 75409 US Quote Date:04/05/2024 Expiration Date:06/04/2024 Quote Created By: Wesley Short President wshort@ shipmancommunications.com 9038150064 End Customer: ANNA, CITY OF Tom Brown tombrown@annatexas.gov 214-831-5343 Contract: 22918 - TX DIR TSO-4101 Payment Terms:30 NET Line # Item Number APC Description Qty List Price Contract Price Disc % Ext. Sale Price APX™ 8000 Series APX8000XE 1 H91TGD9PW6AN 0579 APX 8000 ALL BAND PORTABLE MODEL 2.5 15 $11,166.32 $8,201.09 26.56% $123,016.35 1a Q806CB 0579 ADD: ASTRO DIGITAL CAI OPERATION 15 1b Q361AN 0579 ADD: P25 9600 BAUD TRUNKING 15 1c Q667BB 0579 ADD: ADP ONLY (NON- P25 CAP COMPLIANT) (US ONLY) 15 1d QA02006AC 0579 ENH: APX8000XE RUGGED RADIO 15 1e QA00580AA 0579 ADD: TDMA OPERATION 15 1f Q58AL 0185 ADD: 3Y ESSENTIAL SERVICE 15 1g QA05509AA 0579 DEL: DELETE UHF BAND 15 1h QA09008AA 0579 ADD: GROUP SERVICES 15 QUOTE-2589604APX8000XE Portables w/Accessories Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the ""UnderlyingAgreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, thenMotorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products. Motorola Solutions, Inc.: 500 West Monroe, United States - 60661 ~ #: 36-1115800 Page 3 Line # Item Number APC Description Qty List Price Contract Price Disc % Ext. Sale Price 1i QA03399AA 0579 ADD: ENHANCED DATA APX 15 1j H38BS 0579 ADD: SMARTZONE OPERATION 15 1k QA09113AB 0579 ADD: BASELINE RELEASE SW 15 1l G996AP 0579 ADD: PROGRAMMING OVER P25 (OTAP) 15 1m QA01427AG 0579 ALT: APX8000/XE HOUSING GREEN 15 2 30009402007 0372 CABLE, ASSEMBLY,CABLE,RSM REPLACEMENT CABLE 7 INCH COIL 11 $189.00 $141.75 25.0% $1,559.25 3 PMMN4107C 0372 AUDIO ACCESSORY- REMOTE SPEAKER MICROPHONE,XE500 REMOTE SPKR MIC WITHOUT CHANNEL KNOB, HIGH IMPACT GREEN 24 $594.00 $445.50 25.0% $10,692.00 4 NNTN8844A 0785 CHARGER, MULTI-UNIT, IMPRES 2, 6-DISP, NA/LA- PLUG, ACC USB CHGR 1 $1,705.20 $1,278.90 25.0% $1,278.90 Grand Total $136,546.50(USD) Notes: ● Unless otherwise noted, this quote excludes sales tax or other applicable taxes (such as Goods and Services Tax,sales tax, Value Added Tax and other taxes of a similar nature). Any tax the customer is subject to will be added toinvoices. QUOTE-2589604APX8000XE Portables w/Accessories Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the ""UnderlyingAgreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, thenMotorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products. Motorola Solutions, Inc.: 500 West Monroe, United States - 60661 ~ #: 36-1115800 Page 4 Purchase Order Checklist Purchase Order Checklist Marked as PO/ Contract/ Notice to Proceed on Company Letterhead (PO will not be processed without this) PO Number/ Contract Number PO Date Vendor = Motorola Solutions, Inc. Payment (Billing) Terms/ State Contract Number Bill-To Name on PO must be equal to the Legal Bill-To Name Bill-To Address Ship-To Address (If we are shipping to a MR location, it must be documented on PO) Ultimate Address (If the Ship-To address is the MR location then the Ultimate Destination address must be documented on PO ) PO Amount must be equal to or greater than Order Total Non-Editable Format (Word/ Excel templates cannot be accepted) Bill To Contact Name & Phone # and EMAIL for customer accounts payable dept Ship To Contact Name & Phone # Tax Exemption Status Signatures (As required)      CITY OF ANNA, TEXAS RESOLUTION NO. A RESOLUTION OF THE CITY OF ANNA, TEXAS, AUTHORIZING THE CITY MANAGER TO EXECUTE A PURCHASE ORDER FOR THE PURCHASE OF RADIO AND COMMUNICATION EQUIPMENT RELATED TO FIRE STATION #2 OPERATIONS, AS SHOWN IN EXHIBIT “A” ATTACHED HERETO, IN THE AMOUNT NOT TO EXCEED ONE HUNDRED THIRTY-SEVEN THOUSAND DOLLARS ($137,000); AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City of Anna is responsible for protecting the health, safety, and welfare of the community; and WHEREAS, in order to provide for the welfare and safety of the community, the Fire Chief is seeking to purchase equipment required for the safety and efficient operation of firefighter activities and operation at Fire Station Number 2; and WHEREAS, the specified equipment is a non-standard building construction item that is outside of the scope of the construction of Fire Station #2 and not included in the construction budget; and, WHEREAS, the quote of said Motorola radio and communication equipment (shown in exhibit “A”) is single sourced and under TEXAS DIRECT contract. 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.Authorization of Payment and Funding. That the City Council of the City of Anna hereby authorizes the City Manager to execute a purchase order for the radio and communications equipment, in an amount not to exceed $137,000 for the City of Anna, Texas. PASSED AND APPROVED by the City Council of the City of Anna, Texas on this 23rd day of April, 2024. ATTEST: APPROVED: City Secretary, Carrie Land Mayor, Nate Pike Item No. 7.a. City Council Agenda Staff Report Meeting Date: 4/23/2024 Staff Contact: Lauren Mecke AGENDA ITEM: Consider/Discuss/Action on a Resolution approving an Agreement Regarding Services for 10.131± acres located on the north side of Collin County Outer Loop, 680± feet east of W. Foster Crossing Road. (Planning Manager Lauren Mecke) SUMMARY: Foster Crossing LTD has submitted a petition to annex 10.131± acres of land. FINANCIAL IMPACT: This item has no direct financial impact. However, annexation of the property will make it subject to City of Anna property taxes. Properties located in the Extraterritorial Jurisdiction (ETJ) are not taxed by the City. BACKGROUND: The Agreement for Services is required by state law prior to approval of annexation. STRATEGIC CONNECTIONS: This item supports the City of Anna Strategic Plan, specifically advancing the strategic outcome area: Unique. ATTACHMENTS: 1. Skorburg Outer Loop Annexation Locator Map 2. Resolution (Service Agreement) Foster Crossing LTD Outer Loop 3. Exhibit A (Metes&Bounds) 4. Exhibit B (Illustration) 5. EXHIBIT C (Service Plan Agreement) - Foster Crossing Ltd (Outer Loop) PECANGROVEDRW OUTER LOOP RD W FOSTER CROSSING RD Maxar, Microsoft, Copyright nearmap 2015 Subject Property City Limits ETJ ¯ 0 300 600150 Feet March 2024 H:\Notification Maps\Notification Maps\ Annexation - Skorburg Outer Loop City of Anna, Texas Resolution No. ____________ Page 1 of 2 CITY OF ANNA, TEXAS RESOLUTION NO. ___________ A RESOLUTION ADOPTING A CONDITIONAL AGREEMENT REGARDING SERVICES RELATED TO ANNEXATION OF A 10.131± ACRE TRACT OF LAND WHEREAS, Chapter 43 of the Texas Local Government Code authorizes the annexation of territory, subject to the laws of this state; and WHEREAS, the City of Anna, Texas (the “City”) is a Texas home-rule municipality; and WHEREAS, Section 43.0671 of the Texas Local Government Code authorizes a municipality to extend the boundaries of the municipality and annex areas by request of the owner(s) of the areas; and WHEREAS, on or about March 6, 2024, the respective owners submitted a written request to the City for annexation of a tract of land into the corporate limits of the City (the “Annexation Tract”); and WHEREAS, the Annexation Tract is a 10.131± acre tract of land situated in the William Kitchens Survey, Abstract No. 505, Collin County, Texas, and being the remainder of a called 15.0 acre tract of land recorded under Document No. 20090423000479500 of the deed records of Collin County, Texas; and WHEREAS, the Annexation Tract is described as a portion of a lot more specifically in EXHIBIT A and illustrated in EXHIBIT B, attached hereto; and WHEREAS, the owners of the Annexation Tract have executed a conditional written agreement regarding municipal services to be provided by the City in accordance with Texas Local Government Code § 43.0672 (the “Conditional Agreement”) and said agreement is as set forth in EXHIBIT C, attached hereto; and WHEREAS, the Conditional Agreement is conditioned on the City of Anna City Council (the “City Council”) adopting an ordinance annexing the Annexation Tract described above on or before the 23rd day of April 2024 and if the City Council does not adopt such ordinance on or before said date then the Conditional Agreement shall be null and void in its entirety; and WHEREAS, the City desires to adopt and enter into the Conditional Agreement; provided, however, that the Conditional Agreement shall not require the City Council to annex the Annexation Tract; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF CITY OF ANNA, TEXAS: SECTION 1. The recitals set forth above are hereby incorporated in this resolution as if set forth in full for all purposes. SECTION 2. The City Council hereby approves and enters into the Conditional Agreement and authorizes the City Manager to execute said agreement on behalf of the City. City of Anna, Texas Resolution No. ____________ Page 2 of 2 SECTION 3. This resolution shall become effective immediately upon the date and time of its adoption and it is accordingly so resolved. PASSED, APPROVED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF ANNA, TEXAS, THIS THE 23RD DAY OF APRIL 2024. CITY OF ANNA, TEXAS ___________________________________ NATE PIKE MAYOR ATTEST: _______________________________________ CARRIE L. LAND CITY SECRETARY METES AND BOUNDS LEGAL DESCRIPTION Page 1 of 7 AGREEMENT REGARDING SERVICES This Agreement Regarding Services (this “Agreement” or “Service Plan”) is entered into this 23rd day of April 2024 by and between Foster Crossing, Ltd, and the City of Anna, Texas, a home rule municipality. SUBJECT PROPERTY The real property that is the subject of this Service Plan is described as follows: That certain tract of land containing 10.131± acres generally located on the north side of Collin County Outer Loop, roughly midway between US 75 and Hwy 5 as more particularly described and depicted on Exhibit “A” attached hereto. AGREEMENT CONDITIONED ON ANNEXATION This Agreement is conditioned on the City of Anna City Council adopting an ordinance annexing the Subject Property described above on or before the 23rd day of April 2024. If the City Council does not adopt such ordinance on or before said date then this Agreement shall be null and void in its entirety. Nothing in this Agreement shall require the City Council to annex the Subject Property. POLICE PROTECTION On the effective date of annexation, the City of Anna, Texas and its Police Department will provide police protection to the newly annexed area at the same or similar level of service now being provided to other areas of the City of Anna, Texas with similar topography, land use, and population density within the newly annexed area. FIRE PROTECTION On the effective date of annexation, the City of Anna, Texas and its Fire Department will provide fire protection to the newly annexed area at the same or similar level of service now being provided to other areas of the City of Anna, Texas with similar topography, land use, and population density within the newly annexed area. Page 2 of 7 EMERGENCY MEDICAL SERVICES On the effective date of annexation, the City of Anna, Texas will provide emergency medical services to the newly annexed area at the same or similar level of service now being provided to other areas of the City of Anna, Texas with similar topography, land use, and population density within the newly annexed area. SOLID WASTE COLLECTION On the effective date of annexation, the City of Anna, Texas, through its contract with CARDS Dallas, Inc. or another service provider, will provide solid waste collection to residents and businesses in the newly annexed area (to the extent that the service provider has access to the area to be serviced) at the same or similar level of service now being provided to other areas of the City of Anna, Texas with similar topography, land use, and population density within the newly annexed area. Such service will be provided in accordance with existing City policies and Ordinances, and only upon payment of any required deposits and the agreement to pay lawful service fees and charges for solid waste collection. Solid waste collection through a subscription with the City’s solid waste franchisee is mandatory for City of Anna residents and businesses operating within the city limits unless provided for otherwise by ordinance. WATER AND WASTEWATER FACILITIES On the effective date of annexation, any and all water or wastewater facilities owned by the City of Anna, Texas at the time of annexation shall be maintained and operated by the City of Anna, Texas. Of such facilities, the City will maintain the main water transmission and wastewater collection lines. All water and wastewater service lines from the building to the easement or right-of-way line, shall be maintained by the property owner served by the service connection. Residents and owners of property in newly annexed areas that are located within the City’s water or wastewater CCN will be offered water and wastewater service in accordance with City policies and ordinances in existence at the time of annexation or as may be amended from time-to-time by the City Council. Generally, these ordinances state that the landowner or customer must bear the cost of construction of water and wastewater system facilities to a point where suitable connection to the existing system can be made and service to the customer can be provided. All water and wastewater facilities designed to connect to the City’s existing system must be approved by the City and meet all City zoning, subdivision, and other development ordinances and requirements. Page 3 of 7 ROADS AND STREETS On the effective date of annexation, any and all existing public roads or streets in the newly annexed area which have been dedicated to Collin County, Texas or to the City of Anna, Texas, or which are owned by the City of Anna, Texas shall be maintained to the same degree and extent that other roads and streets are maintained in areas of the City with similar topography land use and population density. Specific maintenance activities are determined by available funding and the need for maintenance as determined by the City. The City is not obligated to maintain any portion of a private road or street. Any and all lighting of roads and streets which may be positioned in a public right of way, roadway or utility company easement shall be maintained by the applicable utility company servicing that area of the City of Anna, Texas pursuant to the rules regulations and fees of such utility. An owner of land within the newly annexed area that desires to develop said property will be required pursuant to the ordinances of the City of Anna, Texas to provide internal and peripheral streets and to construct those streets in accordance with the specifications required by the City of Anna, Texas. PARKS PLAYGROUNDS AND SWIMMING POOLS OR ANY OTHER PUBLICLY OWNED FACILITY BUILDING OR SERVICE The City Council of the City of Anna, Texas is not aware of the existence of any public parks, public playgrounds, public swimming pools, or any other publicly owned facility, building or service now located in the area proposed for annexation. In the event any such parks, playgrounds, swimming pools, or any other public facilities, buildings or services do exist and are public facilities, the City of Anna, Texas will maintain such areas upon annexation to the same extent and degree that it maintains public parks, public playgrounds, public swimming pools, other public facilities buildings or services and other similar areas of the City now incorporated in the City of Anna, Texas. To the extent that it becomes necessary because of development demands population growth or a bona fide need, the City Council of the City of Anna, Texas will undertake to provide any such facility which it deems necessary to adequately provide for the health and safety of the citizens of the newly incorporated area based upon the standard considerations of topography, land use and population density. OTHER MUNICIPAL SERVICES Following annexation by the City of Anna, Texas, the City will provide code enforcement, planning, and animal control services to the newly annexed area, to the extent such services are funded in the annual budget and provided by the City within its full-purpose boundaries. In addition, the City will provide other municipal services that the City may from time to time provide to other similarly situated areas within the City’s corporate limits. The services referenced in this paragraph will be provided to the newly annexed area at Page 4 of 7 the same or similar level of service now being provided to other areas of the City of Anna, Texas with similar topography, land use, and population density within the newly annexed area. CONSTRUCTION OF CAPITAL IMPROVEMENTS The City Council of the City of Anna, Texas finds and determines it may be necessary to acquire or construct specific capital improvements for the purposes of providing full municipal services to the newly annexed area. These capital improvements shall be constructed as part of the development of the property and may be eligible for impact fee reimbursement. Subject to the foregoing, the City Council finds and determines that it has at the present time adequate facilities to provide the same type, kind and level of service which exists in and is presently being administered to other areas already incorporated in the City of Anna, Texas with the same or similar topography, land use and population density. SPECIFIC FINDINGS The City Council of the City of Anna, Texas finds and determines that this Service Plan will not provide any fewer services and it will not provide a lower level of service in the area proposed to be annexed than were in existence in the proposed area at the time immediately preceding the annexation process. Furthermore, the City Council of the City of Anna, Texas finds and determines that the rural nature of the area is characteristically different from other more highly developed areas within the corporate limits of the City of Anna, Texas. Consequently because of the differing characteristics of topography, land use, and population density the service levels which may ultimately be provided in the newly annexed area may differ somewhat from services provided in other areas of the City of Anna, Texas. These differences are specifically dictated because of differing characteristics of the property. The City of Anna, Texas will undertake to perform consistent with this contract so as to provide this newly annexed area with the same type, kind and quality of service presently enjoyed by the citizens of the City of Anna, Texas who reside in areas of similar topography, land use and population density. AMENDMENTS This Service Plan may be amended if the City Council determines at a public hearing that changed conditions or subsequent occurrences make this Service Plan unworkable or obsolete. The City Council may amend the Service Plan to conform to the changed conditions or subsequent occurrences pursuant to Texas Local Government Code, Section 43.056. Page 5 of 7 Owner(s): Foster Crossing, Ltd, a Texas limited partnership By: Foster Crossing GP Corporation, a Texas corporation, its General Partner By: Name: Adam J. Buczek Title: President IN WITNESS WHEREOF: STATE OF TEXAS § § COUNTY OF DALLAS § This instrument was acknowledged before me on the ____ day of _______________, 2024, by Adam J. Buczek as President of Foster Crossing GP Corporation. Notary Public, State of Texas City of Anna: By: Name: Ryan Henderson Title: City Manager IN WITNESS WHEREOF: STATE OF TEXAS § § COUNTY OF COLLIN § This instrument was acknowledged before me on the ____ day of _________________, 2024, by Ryan Henderson as representative of the City of Anna. Notary Public, State of Texas Page 6 of 7 EXHIBIT “A” (Pg. 1 of 2) Metes & Bounds Description & Boundary Survey Metes & Bounds Description Page 7 of 7 EXHIBIT “A” (Pg. 2 of 2) Metes & Bounds Description & Boundary Survey Boundary Survey Item No. 7.b. City Council Agenda Staff Report Meeting Date: 4/23/2024 Staff Contact: Lauren Mecke AGENDA ITEM: Conduct a Public Hearing/Consider/Discuss/Action on an Ordinance to annex 10.131± acres located on the north of Collin County Outer Loop, 680± feet east of W. Foster Crossing Road. (Planning Manager Lauren Mecke) SUMMARY: Foster Crossing LTD. has submitted a petition to annex 10.131± acres of land. FINANCIAL IMPACT: This item has no direct financial impact. However, annexation of the property will make it subject to City of Anna property taxes. Properties located in the Extraterritorial Jurisdiction (ETJ) are not taxed by the City. BACKGROUND: The annexation is recommended for approval. The Planning & Zoning Commission made a recommendation for approval on the accompanying zoning request. STRATEGIC CONNECTIONS: This item supports the City of Anna Strategic Plan, specifically advancing the strategic outcome area: Unique. ATTACHMENTS: 1. Skorburg Outer Loop Annexation Locator Map 2. Ordinance (Annexation) Skorburg Outer Loop 3. Exhibit A (Metes&Bounds) 4. Exhibit B (Illustration) 5. EXHIBIT C (Service Plan Agreement) - Foster Crossing Ltd (Outer Loop) PECANGROVEDRW OUTER LOOP RD W FOSTER CROSSING RD Maxar, Microsoft, Copyright nearmap 2015 Subject Property City Limits ETJ ¯ 0 300 600150 Feet March 2024 H:\Notification Maps\Notification Maps\ Annexation - Skorburg Outer Loop City of Anna, Texas Ordinance No. ____________ Page 1 of 2 CITY OF ANNA, TEXAS ORDINANCE NO. _____________________ AN ORDINANCE ANNEXING THE HEREINAFTER DESCRIBED TERRITORY TO THE CITY OF ANNA, COLLIN COUNTY, TEXAS, AND EXTENDING THE BOUNDARY LIMITS OF SAID MUNICIPALITY SO AS TO INCLUDE SAID HEREINAFTER DESCRIBED PROPERTY WITHIN SAID MUNICIPAL CORPORATE LIMITS AND GRANTING TO ALL THE INHABITANTS OF SAID PROPERTY ALL THE RIGHTS AND PRIVILEGES OF OTHER CITIZENS AND BINDING SAID INHABITANTS BY ALL OF THE ACTS, ORDINANCES, RESOLUTIONS, AND REGULATIONS OF SAID CITY AS SET FORTH HEREIN; PROVIDING A REPEALER CLAUSE; PROVIDING A SEVERABILITY CLAUSE; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, Chapter 43 of the Texas Local Government Code authorizes the annexation of territory, subject to the laws of this state; and WHEREAS, the City of Anna, Texas (the “City”) is a Texas home-rule municipality; and WHEREAS, Section 43.0671 of the Texas Local Government Code authorizes a municipality to extend the boundaries of the municipality and annex areas by request of the owner(s) of the areas; and WHEREAS, the procedures prescribed by the Texas Local Government Code and the laws of this state have been duly followed with respect to the City’s annexation of following described territory, to wit: a 10.131± acre tract of land situated in the William Kitchens Survey, Abstract No. 505, Collin County, Texas, and being the remainder of a called 15.0 acre tract of land recorded under Document No. 20090423000479500 of the deed records of Collin County, Texas; and WHEREAS, the land being annexed under this ordinance (the “Annexation Tract”) is described more specifically in EXHIBIT A, and illustrated in EXHIBIT B, attached hereto; and WHEREAS, the Annexation Tract is wholly located with the City’s extraterritorial jurisdiction; and WHEREAS, on or about March 6, 2024, the respective owners of the Annexation Tract submitted a written request to the City for annexation of said tract into the corporate limits of the City and the City and said owners have entered into a written agreement regarding municipal services to be provided by the City in accordance with Texas Local Government Code § 43.0672 and said written agreement is as set forth in EXHIBIT C, attached hereto; and WHEREAS, the City timely published notice and held a public hearing on this annexation at a duly noticed public meeting in accordance with the laws of this state; NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF ANNA, TEXAS: City of Anna, Texas Ordinance No. ____________ Page 2 of 2 SECTION 1. The recitals set forth above are hereby incorporated in this ordinance as if set forth in full for all purposes. SECTION 2. The Annexation Tract is hereby annexed into the corporate boundary limits of the City of Anna, Collin County, Texas, and that said corporate boundary limits of the City of Anna be and the same are hereby extended to include the above described territory within the corporate limits of the City, and the same shall hereafter be included within the territorial limits of the City, and the inhabitants thereof shall hereafter as set forth be entitled to all the rights and privileges of other similarly situated citizens of the City of Anna and they shall be bound by the acts, ordinances, resolutions, regulations and all other legal acts of said city. SECTION 3. The official map and boundaries of the City of Anna are hereby amended and revised so as to include the area annexed, and to reflect the expansion of the City's extraterritorial jurisdiction resulting from such annexation and the City Manager is directed to take all actions necessary to make said changes to the official boundary map of the City. SECTION 4. The City Secretary is hereby directed to file a certified copy of this ordinance and the amended official boundary map referenced in Section 3 with the with the County Clerk of Collin, Texas and the Texas Comptroller’s Office. SECTION 5. It is hereby declared to be the intention of the City Council that the phrases, clauses, sentences, paragraphs and sections of this ordinance be severable, and if any phrase, clause, sentence, paragraph or section of this ordinance shall be declared unconstitutional by the valid judgment or decree of any court of competent jurisdiction, such unconstitutionality shall not affect any of the remaining phrases, clauses, sentences, paragraphs or sections of this ordinance, and the remainder of this ordinance shall be enforced as written. SECTION 6. All ordinances and parts thereof in conflict herewith are hereby expressly repealed insofar as they conflict herewith. SECTION 7.This ordinance shall become effective immediately upon the date and time of its adoption and it is accordingly so ordained. PASSED, APPROVED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF ANNA, TEXAS, THIS THE 23RD DAY OF APRIL 2024. CITY OF ANNA, TEXAS ___________________________________ NATE PIKE, MAYOR ATTEST: _______________________________________ CARRIE L. LAND, CITY SECRETARY METES AND BOUNDS LEGAL DESCRIPTION Page 1 of 7 AGREEMENT REGARDING SERVICES This Agreement Regarding Services (this “Agreement” or “Service Plan”) is entered into this 23rd day of April 2024 by and between Foster Crossing, Ltd, and the City of Anna, Texas, a home rule municipality. SUBJECT PROPERTY The real property that is the subject of this Service Plan is described as follows: That certain tract of land containing 10.131± acres generally located on the north side of Collin County Outer Loop, roughly midway between US 75 and Hwy 5 as more particularly described and depicted on Exhibit “A” attached hereto. AGREEMENT CONDITIONED ON ANNEXATION This Agreement is conditioned on the City of Anna City Council adopting an ordinance annexing the Subject Property described above on or before the 23rd day of April 2024. If the City Council does not adopt such ordinance on or before said date then this Agreement shall be null and void in its entirety. Nothing in this Agreement shall require the City Council to annex the Subject Property. POLICE PROTECTION On the effective date of annexation, the City of Anna, Texas and its Police Department will provide police protection to the newly annexed area at the same or similar level of service now being provided to other areas of the City of Anna, Texas with similar topography, land use, and population density within the newly annexed area. FIRE PROTECTION On the effective date of annexation, the City of Anna, Texas and its Fire Department will provide fire protection to the newly annexed area at the same or similar level of service now being provided to other areas of the City of Anna, Texas with similar topography, land use, and population density within the newly annexed area. Page 2 of 7 EMERGENCY MEDICAL SERVICES On the effective date of annexation, the City of Anna, Texas will provide emergency medical services to the newly annexed area at the same or similar level of service now being provided to other areas of the City of Anna, Texas with similar topography, land use, and population density within the newly annexed area. SOLID WASTE COLLECTION On the effective date of annexation, the City of Anna, Texas, through its contract with CARDS Dallas, Inc. or another service provider, will provide solid waste collection to residents and businesses in the newly annexed area (to the extent that the service provider has access to the area to be serviced) at the same or similar level of service now being provided to other areas of the City of Anna, Texas with similar topography, land use, and population density within the newly annexed area. Such service will be provided in accordance with existing City policies and Ordinances, and only upon payment of any required deposits and the agreement to pay lawful service fees and charges for solid waste collection. Solid waste collection through a subscription with the City’s solid waste franchisee is mandatory for City of Anna residents and businesses operating within the city limits unless provided for otherwise by ordinance. WATER AND WASTEWATER FACILITIES On the effective date of annexation, any and all water or wastewater facilities owned by the City of Anna, Texas at the time of annexation shall be maintained and operated by the City of Anna, Texas. Of such facilities, the City will maintain the main water transmission and wastewater collection lines. All water and wastewater service lines from the building to the easement or right-of-way line, shall be maintained by the property owner served by the service connection. Residents and owners of property in newly annexed areas that are located within the City’s water or wastewater CCN will be offered water and wastewater service in accordance with City policies and ordinances in existence at the time of annexation or as may be amended from time-to-time by the City Council. Generally, these ordinances state that the landowner or customer must bear the cost of construction of water and wastewater system facilities to a point where suitable connection to the existing system can be made and service to the customer can be provided. All water and wastewater facilities designed to connect to the City’s existing system must be approved by the City and meet all City zoning, subdivision, and other development ordinances and requirements. Page 3 of 7 ROADS AND STREETS On the effective date of annexation, any and all existing public roads or streets in the newly annexed area which have been dedicated to Collin County, Texas or to the City of Anna, Texas, or which are owned by the City of Anna, Texas shall be maintained to the same degree and extent that other roads and streets are maintained in areas of the City with similar topography land use and population density. Specific maintenance activities are determined by available funding and the need for maintenance as determined by the City. The City is not obligated to maintain any portion of a private road or street. Any and all lighting of roads and streets which may be positioned in a public right of way, roadway or utility company easement shall be maintained by the applicable utility company servicing that area of the City of Anna, Texas pursuant to the rules regulations and fees of such utility. An owner of land within the newly annexed area that desires to develop said property will be required pursuant to the ordinances of the City of Anna, Texas to provide internal and peripheral streets and to construct those streets in accordance with the specifications required by the City of Anna, Texas. PARKS PLAYGROUNDS AND SWIMMING POOLS OR ANY OTHER PUBLICLY OWNED FACILITY BUILDING OR SERVICE The City Council of the City of Anna, Texas is not aware of the existence of any public parks, public playgrounds, public swimming pools, or any other publicly owned facility, building or service now located in the area proposed for annexation. In the event any such parks, playgrounds, swimming pools, or any other public facilities, buildings or services do exist and are public facilities, the City of Anna, Texas will maintain such areas upon annexation to the same extent and degree that it maintains public parks, public playgrounds, public swimming pools, other public facilities buildings or services and other similar areas of the City now incorporated in the City of Anna, Texas. To the extent that it becomes necessary because of development demands population growth or a bona fide need, the City Council of the City of Anna, Texas will undertake to provide any such facility which it deems necessary to adequately provide for the health and safety of the citizens of the newly incorporated area based upon the standard considerations of topography, land use and population density. OTHER MUNICIPAL SERVICES Following annexation by the City of Anna, Texas, the City will provide code enforcement, planning, and animal control services to the newly annexed area, to the extent such services are funded in the annual budget and provided by the City within its full-purpose boundaries. In addition, the City will provide other municipal services that the City may from time to time provide to other similarly situated areas within the City’s corporate limits. The services referenced in this paragraph will be provided to the newly annexed area at Page 4 of 7 the same or similar level of service now being provided to other areas of the City of Anna, Texas with similar topography, land use, and population density within the newly annexed area. CONSTRUCTION OF CAPITAL IMPROVEMENTS The City Council of the City of Anna, Texas finds and determines it may be necessary to acquire or construct specific capital improvements for the purposes of providing full municipal services to the newly annexed area. These capital improvements shall be constructed as part of the development of the property and may be eligible for impact fee reimbursement. Subject to the foregoing, the City Council finds and determines that it has at the present time adequate facilities to provide the same type, kind and level of service which exists in and is presently being administered to other areas already incorporated in the City of Anna, Texas with the same or similar topography, land use and population density. SPECIFIC FINDINGS The City Council of the City of Anna, Texas finds and determines that this Service Plan will not provide any fewer services and it will not provide a lower level of service in the area proposed to be annexed than were in existence in the proposed area at the time immediately preceding the annexation process. Furthermore, the City Council of the City of Anna, Texas finds and determines that the rural nature of the area is characteristically different from other more highly developed areas within the corporate limits of the City of Anna, Texas. Consequently because of the differing characteristics of topography, land use, and population density the service levels which may ultimately be provided in the newly annexed area may differ somewhat from services provided in other areas of the City of Anna, Texas. These differences are specifically dictated because of differing characteristics of the property. The City of Anna, Texas will undertake to perform consistent with this contract so as to provide this newly annexed area with the same type, kind and quality of service presently enjoyed by the citizens of the City of Anna, Texas who reside in areas of similar topography, land use and population density. AMENDMENTS This Service Plan may be amended if the City Council determines at a public hearing that changed conditions or subsequent occurrences make this Service Plan unworkable or obsolete. The City Council may amend the Service Plan to conform to the changed conditions or subsequent occurrences pursuant to Texas Local Government Code, Section 43.056. Page 5 of 7 Owner(s): Foster Crossing, Ltd, a Texas limited partnership By: Foster Crossing GP Corporation, a Texas corporation, its General Partner By: Name: Adam J. Buczek Title: President IN WITNESS WHEREOF: STATE OF TEXAS § § COUNTY OF DALLAS § This instrument was acknowledged before me on the ____ day of _______________, 2024, by Adam J. Buczek as President of Foster Crossing GP Corporation. Notary Public, State of Texas City of Anna: By: Name: Ryan Henderson Title: City Manager IN WITNESS WHEREOF: STATE OF TEXAS § § COUNTY OF COLLIN § This instrument was acknowledged before me on the ____ day of _________________, 2024, by Ryan Henderson as representative of the City of Anna. Notary Public, State of Texas Page 6 of 7 EXHIBIT “A” (Pg. 1 of 2) Metes & Bounds Description & Boundary Survey Metes & Bounds Description Page 7 of 7 EXHIBIT “A” (Pg. 2 of 2) Metes & Bounds Description & Boundary Survey Boundary Survey Item No. 7.c. City Council Agenda Staff Report Meeting Date: 4/23/2024 Staff Contact: Lauren Mecke AGENDA ITEM: Conduct a Public Hearing/Consider/Discuss/Action on an Ordinance to zone 10.1± acres located on the north of Collin County Outer Loop, 680± feet east of W. Foster Crossing Road to Multi-Family (MF) District. (Planning Manager Lauren Mecke) SUMMARY: The applicant is requesting to zone the property to Multi-Family Residential (MF) district for future development. The Multi-Family Residential (MF) district provides for high-density residential development, targeting well-designed multi-family uses serving as a transition between medium-density residential development and commercial nodes. This district encourages multi-family uses with site development characteristics that accommodate open space and access to light and air. Surrounding Land Uses and Zoning North Vacant land zoned Planned Development (Ord. No. 2002-27A; south of Pecan Grove) East Agriculture (Pecan Farm) located in the ETJ South Across Collin County Outer Loop, vacant land in Melissa’s ETJ West Vacant land owned by Collin County & located in the ETJ   Conformance with the Anna 2050 Comprehensive Plan The Anna 2050 Future Land Use Plan identifies this area as Parks and Open Space place type. The Preferred Scenario Diagram identifies this property as Mixed Use. Below is the page from the Comprehensive Plan for the Mixed Use place type. The proposed zoning district does conform to the Mixed Use place type. ISSUES: Floodplain The primary issue for this site is due to the entire tract being within the flood zone. The flood zone as currently shown has been in effect since June 2009. It is possible that several acres can be reclaimed and developed in the future but will need further analysis. FINANCIAL IMPACT: This item has no financial impact. BACKGROUND: Request to annex and zone 10.1± acres to Multi-family (MF) District. Located on the north side of Collin County Outer Loop, 680± feet east of W. Foster Crossing Road. The request for multi-family zoning is not in conformance with the Future Land Use Plan but is in conformance with the Preferred Scenario Diagram within the Anna 2050 Comprehensive Plan. The Planning & Zoning Commission unanimously recommended approval. STRATEGIC CONNECTIONS: This item supports the City of Anna Strategic Plan, specifically advancing the strategic outcome area: Unique. ATTACHMENTS: 1. Skorburg Outer Loop Zoning Locator Map 2. Ordinance - Skorburg Outer Loop Zoning 3. Exhibit A (Metes&Bounds) 4. Exhibit B (Zoning Exhibit) 5. PZ - STAFF REPORT (Zoning) Skorburg Outer Loop 6. Anna Outer Loop City Council Presentation vF 4.23.2024 W OUTER LOOP RD W FOSTER CROSSING RD LUSCOMBE LN PRIVATEROA D 503 8PECANGROVEDR Maxar, Microsoft, Copyright nearmap 2015 Subject Property 200' Notice Boundary City Limits ETJ ¯ 0 400 800200 Feet March 2024 H:\Notification Maps\Notification Maps\ Zoning - Skorburg Outer Loop 1 CITY OF ANNA, TEXAS (Property rezoned under this ordinance is generally located on the north of Collin County Outer Loop, 680± feet east of W. Foster Crossing Road) 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 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 zoning change on Property described in Exhibit 1 (Legal Description) and depicted in Exhibit 2 (Zoning Exhibit) (“Property”) attached hereto and incorporated herein for all purposes as if set forth in full; and WHEREAS, said Property generally located on the north of Collin County Outer Loop, 680± feet east of W. Foster Crossing Road being zoned to Multi-family Residential (MF) District zoning; 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 1 (Legal Description) and depicted in Exhibit 2 (Zoning Exhibit) Multi-Family Residential (MF) District zoning. 2 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 23rd day of April, 2024. ATTESTED: APPROVED: ________________________________ _________________________ Carrie L. Land, City Secretary Nate Pike, Mayor METES AND BOUNDS LEGAL DESCRIPTION Page 1 of 4 CITY OF ANNA Planning & Zoning Commission April 1, 2024 Zoning: Skorburg Outer Loop Applicant: Skorburg Company DESCRIPTION: Conduct a Public Hearing/Consider/Discuss/Action on a request to annex and zone 10.1± acres to Multi-family (MF) District. Located on the north side of Collin County Outer Loop, 680± feet east of W. Foster Crossing Road. REMARKS: The Multi-Family Residential (MF) district provides for high-density residential development, targeting well-designed multi-family uses serving as a transition between medium-density residential development and commercial nodes. This district encourages multi-family uses with site development characteristics that accommodate open space and access to light and air. Surrounding Land Uses and Zoning North Vacant land zoned Planned Development (Ord. No. 2002-27A; south of Pecan Grove) East Agriculture (Pecan Farm) located in the ETJ South Across Collin County Outer Loop, vacant land in Melissa’s ETJ West Vacant land owned by Collin County & located in the ETJ Page 2 of 4 Conformance with the Anna 2050 Comprehensive Plan The Anna 2050 Future Land Use Plan identifies this area as Parks and Open Space place type. The Preferred Scenario Diagram identifies this property as Mixed Use. On the following pages are the pages from the Comprehensive Plan for the Mixed Use place type. The proposed zoning district does conform to the Mixed Use place type. ISSUES: Floodplain The primary issue for this site is due to the entire tract being within the flood zone. The flood zone as currently shown has been in effect since June 2009. It is possible that several acres can be reclaimed and developed in the future but will need further analysis. Page 3 of 4 Page 4 of 4 SUMMARY: Request to annex and zone 10.1± acres to Multi-family (MF) District. Located on the north side of Collin County Outer Loop, 680± feet east of W. Foster Crossing Road. The request for multi-family zoning is not in conformance with the Future Land Use Plan but is in conformance with the Preferred Scenario Diagram within the Anna 2050 Comprehensive Plan. RECOMMENDATION: The Planning & Zoning Commission shall make a recommendation to City Council: (i) To approve the rezoning, or (ii) To deny the rezoning, or (iii) To approve the rezoning with conditions. Annexation & Zoning Request Annexation & Zoning Request City Council Meeting City Council Meeting Anna, TexasAnna, Texas April 23, 2024April 23, 2024 Foster Crossing ,Ltd Location Location 3 Pecan Grove Estates Subject Site (+/- 10.1 acres)Collin County Outer Loop Hwy 5 Current Zoning Current Zoning 5 Martha Lee Jones 102 Acres Zoning: ETJ Subject Site 10.1 Acres Current Zoning: ETJ Tract A: Luscombe Family Trust 30.7 Acres Zoning: MF ORD: 2002-27A Tract B: Luscombe Family Trust 10.6 Acres Zoning: R-5 ORD: 2002-27A Dosti Partners 57 Acres Zoning: MF / Comm Collin County 2.83 Acres Zoning: ETJ Requested Zoning with Annexation Requested Zoning with Annexation 7 Martha Lee Jones 102 Acres Zoning: ETJ Subject Site 10.1 Acres Requested Zoning: MF Tract A: Luscombe Family Trust 30.7 Acres Zoning: MF ORD: 2002-27A Tract B: Luscombe Family Trust 10.6 Acres Zoning: R-5 ORD: 2002-27A Dosti Partners 57 Acres Zoning: MF / Comm Collin County 2.83 Acres Zoning: ETJ Requested Zoning with Annexation 8 Martha Lee Jones 102 Acres Zoning: ETJ Skorburg Land 10 Acres Proposed Zoning: MF Tract A: Luscombe Family Trust 30.7 Acres Zoning: MF ORD: 2002-27A Tract B: Luscombe Family Trust 10.6 Acres Zoning: R-5 ORD: 2002-27A q Current Zoning: ETJ q Requested Zoning: Multifamily Base Zoning with Annexation q Variances: No Variances Requested Questions? Item No. 7.d. City Council Agenda Staff Report Meeting Date: 4/23/2024 Staff Contact: Lauren Mecke AGENDA ITEM: Consider/Discuss/Action on a Resolution approving a Pre-Annexation Development Agreement of 470 single family, attached & detached lots with multiple common area lots located on 60± acres generally located on both sides of Ferguson Parkway on the north side of County Road 731 and on the south side of future Mantua Parkway. (Planning Manager Lauren Mecke) SUMMARY: The applicant is requesting to enter into a Pre-annexation agreement with the city in order to adopt development regulations and development standards for 60± acres generally located on both sides of Ferguson Parkway on the north side of County Road 731 and on the south side of future Mantua Parkway. The request is most similar to the Mixed-Density Residential (MD) District. The MD District provides medium-density residential development with diversified housing choices. This district encourages a mix of single-family and two-family residential uses and incentivizes community amenities to form compact, accessible, and walkable neighborhoods. The Planned Development (PD) district is intended to provide for combining and mixing of uses allowed in various districts with appropriate regulations and to permit flexibility in the use and design of land and buildings in situations where modification of specific provisions of this Article is not contrary to its intent and purpose or significantly inconsistent with the planning on which it is based and will not be harmful to the community. A Planned Development (PD) district may be used to permit new and innovative concepts in land utilization. While great flexibility is given to provide special restrictions that will allow development not otherwise permitted, procedures are established to prevent misuse of the increased flexibility. Surrounding Land Uses and Zoning North Vacant land located in the ETJ East Bryant Elementary School and vacant land located in the ETJ South Across CR 371, vacant land zoned PD (Anacapri, Phase 3; Ord. No. 887-2020) West Across CR 371, vacant land zoned AG Conformance with the Anna 2050 Comprehensive Plan The Anna 2050 Future Land Use Plan identifies this area as Ranching & Agricultural, Cluster Residential, and Parks & Open Space place types. The Ranching & Agricultural place type states that Cluster Residential may be appropriate when preservation of open space is included. The proposed land uses of Single-family dwellings, attached and detached are in conformance with the Cluster Residential place type. Townhome units are not in conformance with the Cluster Residential place type. ISSUES: Interpretation of Sec. 9.04.042 and Sec. 9.04.029. Staff recommends that language be added to clarify that Single-Family Dwellings, Attached are required to follow the Site Design Requirements for Townhome Units as amended and require a specified acreage of open space rather than requiring open space only for Townhome Units. This recommendation stems from the Zoning Ordinance's definitions that define Single-Family Dwellings, Attached and Townhome Units as two distinct uses. Single-Family Dwelling, Attached A dwelling that is part of a structure containing three or more dwellings, each designed and constructed for occupancy by one family, with each dwelling unit attached by a common wall to another, in which each dwelling is located on a separate platted lot. Townhome Unit A dwelling that is part of a structure containing three or more dwellings, each designed and constructed for occupancy by one family, with each dwelling unit attached by a common wall to another, in which each dwelling is located on a parcel of land or lot under one ownership. SF-A Cottages Fire Lane The applicant is proposing SF-A Cottages in which the driveways are accessed by a "Fire Lane" rather than a public street. Article 9.02 (Subdivision Regulations) requires every lot to front a public street. If the SF-A cottages are Townhome Units on one lot, then it would meet the frontage requirement. Townhome Units are permitted by right in the Multi-Family (MF) District and by Specific Use Permit in the Mixed Use District but are not permitted in the MD District. Lot Area The applicant is proposing lot areas less than would be permitted in the MD District. Proposed Lot Area (square feet): SFD-Bungalow SFA-Cottage TH A TH B 4,000 2,100 2,000 2,200 MD District Requirements (square feet): Single-family detached Single-family attached/Two-family 4,500 2,400/dwelling unit PROPOSED ENHANCEMENTS: Minimum building size The applicant is proposing minimum building sizes that exceed previous zoning regulations. Hike & Bike Trail to Elementary School The applicant is proposing an enhanced hike & bike trail to connect the development to Bryant Elementary School. Dedicated off-street parking The applicant is proposing 40 off-street parking spaces in proximity to the SFA- Cottages. SUMMARY: The city received a request for a Pre-Annexation Agreement of 470 single family dwellings, attached & detached with multiple common area lots located on 60± acres generally located on both sides of Ferguson Parkway on the north side of County Road 731 and on the south side of future Mantua Parkway. The request for MD zoning is in conformance with the Cluster Residential place type within the Anna 2050 Future Land Use Plan. The Townhome Units land use, as defined in the Zoning Ordinance, are not in conformance with the Cluster Residential place type. FINANCIAL IMPACT: This item has no direct financial impact. However, annexation of the property will make it subject to City of Anna property taxes. Properties located in the Extraterritorial Jurisdiction (ETJ) are not taxed by the City. BACKGROUND: The applicant made an informal presentation to the Planning & Zoning Commission at the March 4, 2024 meeting. The Planning & Zoning Commission provided comments regarding the development. The Commission was opposed to reducing the building repetition requirements and commented that it is a very dense development and suggested a reduction in density. STRATEGIC CONNECTIONS: This item supports the City of Anna Strategic Plan, specifically advancing the strategic outcome area: Unique. ATTACHMENTS: 1. Resolution (PADA) City Park Heights East 2. Exhibit 1 (PADA) City Park Heights East 3. Exhibit A - Subject Property 4. Exhibit B - Dev Standards 5. Exhibit C - General Development Plan 6. Exhibit D-1 - Roadway Dedication Taylor Boulevard 7. Exhibit D-2 - Roadway Dedication Western Arterial 8. Exhibit E-1 - Roadway Improvement Ferguson Parkway 9. Exhibit E-2 - Roadway Improvement Mantua Parkway 10. Exhibit F - Annexation 11. Exhibit H - Utilities 12. Exhibit I - Architectural Styles-Midtown Descriptions 13. PZ - STAFF REPORT (Pre-Annex) City Park Heights East CITY OF ANNA, TEXAS RESOLUTION NO. A RESOLUTION OF THE CITY OF ANNA, TEXAS APPROVING THE WOODLAND ESTATES DEVELOPMENT AGREEMENT WITH RELATING TO DEVELOPMENT OF PROPERTY FOR A SINGLE-FAMILY PLANNED DEVELOPMENT WHEREAS, approximately 60± acres of real property located in and/or near the municipal boundaries of the City, in Collin County, Texas is intended to be developed as a single-family planned development (the “Property”); and WHEREAS, the City intends that the Property be developed in accordance with the City Park Heights East Pre-Annexation Development Agreement, attached hereto as Exhibit 1; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ANNA, TEXAS THAT: Section 1. Recitals Incorporated. The recitals above are incorporated herein as if set forth in full for all purposes. Section 2. Approval and Authority to Execute The City Council hereby approves the City Park Heights East Pre-Annexation Development Agreement, attached hereto as Exhibit 1, and authorizes the Mayor’s or the City Manager’s execution of the same. The Mayor or City Manager are hereby authorized to execute all documents and take all other actions necessary to finalize, act under, and enforce the Development Agreement. PASSED by the City Council of the City of Anna, Texas, on this 23rd day of April 2024. ATTESTED: APPROVED: ________________________________ _________________________ Carrie L. Land, City Secretary Nate Pike, Mayor City Park Heights East DEVELOPMENT AGREEMENT – Page 1 City Park Heights East DEVELOPMENT AGREEMENT This CITY PARK HEIGHTS EAST DEVELOPMENT AGREEMENT (this "Agreement") is entered into by and between the CITY OF ANNA, TEXAS, a home-rule municipality (the "City"), Anna 60 Partners LP, a Delaware Entity (its successors and assigns, "Developer"), to be effective as of _________ _______, 2024 (the "Effective Date"). ARTICLE I RECITALS WHEREAS, certain terms used in these recitals are defined in Article 2; and WHEREAS, Developer owns or is under contract to purchase approximately +/-62.5 acres of real property located within Collin County, Texas (the "County"), which property is described by metes and bounds on Exhibit A ("Property") attached hereto and incorporated herein by reference; and WHEREAS, the Property is located wholly within the extraterritorial jurisdiction ("ETJ") of the City; and WHEREAS, the Property is located entirely within the certificated area of the City’s water CCN (No. 12976) and sewer CCN (No. 20898); WHEREAS, Developer desires to develop the Property pursuant to mutually agreeable governing regulations; and WHEREAS, Developer anticipates commencing development on the Property as a residential development following the Date of Acquisition (defined herein) and the adoption of an ordinance by the City annexing the Property in accordance with the terms of this Agreement; and WHEREAS, the Developer and the City are sometimes collectively referenced in this Agreement as the "Parties," or, each individually, as a "Party"; and WHEREAS, except as otherwise 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 conflict with the terms of this Agreement; and WHEREAS, the Parties desire for the design, construction, and financing of certain public infrastructure necessary to serve the Property and other properties in the vicinity of the Property that will benefit the City and the public; WHEREAS, the Parties have the authority to enter into this Agreement including, but not limited to, the authority granted by Section 212.172 of the Texas Local Government Code; NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties agree as follows: City Park Heights East DEVELOPMENT AGREEMENT – Page 2 ARTICLE II DEFINITIONS Unless the context indicates otherwise, the following terms shall have the meanings hereinafter set forth: Building Codes has the meaning ascribed to that term in Section 3.1(f). Business Day shall mean a day that is not a Saturday, Sunday or official holiday in the State of Texas. All other references to “days” hereunder shall mean calendar days. Capital Improvement(s) shall have the meaning provided in Chapter 395, Texas Local Government Code. Capital Improvement Costs means Construction Costs for Capital Improvements. Capital Improvements Plan (“CIP”) means all capital improvements plan(s) duly adopted by the City under Chapter 395, Texas Local Government Code, as may be updated or amended from time to time. CCN means a certificate of convenience and necessity issued by the Texas Public Utility Commission or its predecessor or successor agency pursuant to Chapter 13, Texas Water Code. City means the City of Anna, a home rule municipality located in Collin County, Texas. City Code means the Anna City Code of Ordinances. 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 Regulations mean City Code provisions, ordinances, design standards, uniform codes, and other ordinances or regulations duly adopted by the City Council, as modified by the Governing Regulations. Construction Costs means any contributions, dedications or costs or fees actually paid by the Developer for infrastructure improvements, as applicable, including without limitation the costs related to engineering, design, surveying, permitting, construction, inspection, materials, supplies, labor, testing, financing, off-site, third-party property/easement acquisitions, and all costs related in any manner to such infrastructure improvements as approved by the City’s engineer; however, the cost of off-site, third-party property/easement acquisitions obtained by the City pursuant to Section 4.7, if any, 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 mutually agreed upon by the Parties, and Eminent Domain Fees. City Park Heights East DEVELOPMENT AGREEMENT – Page 3 Date of Acquisition means the date that Developer or its assignee acquires the Property, at which time this Agreement shall become effective and filed in the Real Property Records of Collin County, Texas. Developer means Anna 60 Partners, LP, a Delaware Entity, its successors and assigns. Developer Improvements means the Lift Station Improvements, the Water System Improvements, the Roadway Dedication and the Roadway Improvements, to the extent shown in the current Master Thoroughfare Plan, Water System Master Plan, Wastewater System Master Plan, or formally added to these plans in accordance with this Agreement. Development means new development on the Property that is the subject of this Agreement. Development Regulations has the meaning ascribed to that term in Section 3.1(d). Effective Date has the meaning ascribed to that term in the first paragraph. Governing Regulations has the meaning ascribed to that term in Section 3.1. Impact Fees means those roadway impact fees, water impact fees, and wastewater impact fees assessed and charged against the Property or the Project in accordance with Chapter 395 of the Texas Local Government Code and as defined therein, including without limitation those impact fees paid by or on behalf of any owner, builder or contractor. For the avoidance of doubt, the term “Impact Fees” when capitalized in this Agreement shall not include water impact fees. Impact Fee Accounts means the interest-bearing Impact Fee deposit accounts maintained by the City pursuant to Section 395.024, Texas Local Government Code, as amended. For clarity, the term “Impact Fee Accounts” for purposes of this Agreement shall only include accounts in which roadway Impact Fees, water Impact Fees, and wastewater Impact Fees are deposited. Impact Fee Reimbursement(s) means direct payments from the Impact Fee Accounts to reimburse Capital Improvement Costs that the City requires Developer to construct pursuant to this Agreement or otherwise). Municipal Services means all services provided by the City as of the Effective Date and those which may be provided in the future, including, without limitation, water, sewer, roadway, drainage, solid-waste collection, fire protection, and law enforcement. Notice means any notice required or contemplated by this Agreement (or otherwise given in connection with this Agreement). Project means Developer’s proposed development of the Property with single family residential uses including not to exceed 500 residential lots. Exhibit C. Property means the real property described by metes and bounds on Exhibit A. City Park Heights East DEVELOPMENT AGREEMENT – Page 4 Property Public Infrastructure means all public infrastructure constructed to serve the development within the Property, including but not limited to water, sewer, drainage, and roadway infrastructure; sidewalks, streetlights, signage and other streetscape improvements. Roadway Dedication means the dedication of approximately 7.75 acres for the Roadway Improvements in the general location for future Ferguson Parkway (minor arterial), future “Road H” (future residential collector) and future Road “S” (future east-west arterial at northern end of the subject property) depicted on Exhibits D-1, D-2 and D-3. Roadway Improvements (future Ferguson Parkway) means approximately 2,500 linear feet of 8- inch (8”) thick concrete pavement, of four (4) lanes of Ferguson Parkway from CR 371 to the future northernmost east-west arterial connecting to the grade-separated intersection with US 75, and a five foot (5’) wide sidewalk along the west side of such road improvements, including without limitation associated right-of-way preparation, grading, erosion control, paving excavation, drainage (e.g., storm sewer pipe, inlets, junction boxes, and headwalls, as applicable), curbs, striping, and any other improvements related to the same, as applicable, as generally depicted on Exhibit E-1 and generally in accordance with the final design/construction plans for the same. Roadway Improvements (future “Road H” (residential collector)) means approximately 1,500 linear feet of 8-inch (8”) thick concrete pavement, 37’ wide which will constitute a residential east- west collector (Road “H”) connecting from CR 371 on the Developer’s western property line to a point near the Developer’s eastern property line near Bryant Elementary School, and a five foot (5’) wide sidewalk along the north side of such road improvements, including without limitation associated right-of-way preparation, grading, erosion control, paving excavation, drainage (e.g., storm sewer pipe, inlets, junction boxes, and headwalls, as applicable), curbs, striping, and any other improvements related to the same, as applicable, as generally depicted on Exhibit E-2 and generally in accordance with the final design/construction plans for the same. Roadway Improvements future east-west arterial means approximately 750 linear feet of 8-inch (8”) thick concrete pavement, 60’ ROW, constitute a residential east-west arterial (to be named later) connecting from the Developer’s eastern property line to future Ferguson Parkway, and a five foot (5’) wide sidewalk along the south side of such road improvements, including without limitation associated right-of-way preparation, grading, erosion control, paving excavation, drainage (e.g., storm sewer pipe, inlets, junction boxes, and headwalls, as applicable), curbs, striping, and any other improvements related to the same, as applicable, as generally depicted on Exhibit E-3 and generally in accordance with the final design/construction plans for the same. Roadway Improvements Costs has the meaning ascribed to that term in Section 4.5(d). Sign Ordinance has the meaning ascribed to that term in Section 3.1(c). Subdivision Regulations has the meaning ascribed to that term in Section 3.1(a). Term has the meaning ascribed to that term in Article IX. Zoning Ordinance has the meaning ascribed to that term in Section 3.1(b). City Park Heights East DEVELOPMENT AGREEMENT – Page 5 ARTICLE III DEVELOPMENT REGULATIONS 3.1 Governing Regulations. Development of the Property shall be governed by the following regulations (collectively, the "Governing Regulations," all of which are incorporated into this Agreement as if set forth in full): (a) City Code, Article 9.02, the subdivision regulations of the City, in effect on the Effective Date (the "Subdivision Regulations"); (b) except as amended by the Development Regulations (defined below), the comprehensive zoning ordinance of the City, in effect on the Effective Date (the "Zoning Ordinance"); (c) City Code, Article 9.05, in effect on the Effective Date (the "Sign Ordinance"); (d) the development regulations for the Property set forth on Exhibit B, including the Illustrative Layout / General Development Plan attached thereto (except as otherwise set forth in Section 3.3 in the event of conflicts) (the "Development Regulations"); (e) upon annexation pursuant to Section 5.1, the uniform building codes, as amended from time to time, including any local amendments thereto adopted by the City (the "Building Codes"). The term "Building Codes," as applied to a particular building shall mean the Building Codes in effect on the date the first application is filed for a building permit for the building in question. For the avoidance of doubt, the Building Codes shall only apply to the Property from and after annexation of the Property. As it relates solely to Property Public Infrastructure for any given phase of the Project—notwithstanding any provision of this Agreement—the applicable construction standards (including, without limitation, the 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 such phase containing the Property Public Infrastructure in question; and (f) except as set forth in this Agreement to the contrary, any other applicable provisions of Chapter 4 (Building Regulations), Chapter 6 (Fire Prevention and Protection), Chapter 9 (Planning and Development Regulations), Chapter 12 (Utilities) and Appendix A (Fee Schedule) of the City Code. The Governing Regulations are the controlling development regulations for development of the Property, and no other City Regulations, rules, standards, policies, orders, guidelines, or other City-adopted or City-enforced requirements of any kind (including but not limited to any moratorium adopted by the City) apply to the use or development of the Property to the extent such regulations or requirements are in conflict with the Governing Regulations or this Agreement. The Governing Regulations are considered part of this Agreement and are incorporated herein by reference for all purposes. City Park Heights East DEVELOPMENT AGREEMENT – Page 6 3.2 Compliance with City Regulations. It is expressly understood that the City Regulations (as amended by the Governing Regulations and this Agreement) as applicable to the Property and its use and development, include but are not limited to any such City Regulations (as amended by the Governing Regulations and this Agreement) that were affected by the passage of Texas H.B. 2439, 86(R), codified as Chapter 3000 of the Texas Government Code (“Materials and Methods Regulations”) all of which are incorporated herein as if set forth in full; except as may be amended by the approval and adoption of amended Planned Development District Standards provided, however, to the extent of any conflict between the requirements of the Materials and Methods Regulations and the requirements of this Agreement, this Agreement shall control and the Materials and Methods Regulations shall not be applicable to the development of the Property to the extent of any conflict with the terms of this Agreement. 3.3 Conflicts. In the event of any conflict between the Development Regulations and the Zoning Ordinance, Sign Ordinance, or Building Codes, the Development Regulations contained herein shall control. In the event of a conflict between the Governing Regulations and the City Regulations, the Governing Regulations shall control. In the event of any 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, unless otherwise agreed by the Parties, this Agreement shall control. In the event of any conflict between the Illustrative Layout / General Development Plan and the remainder of the Development Regulations in Exhibit B, the remainder of the Development Regulations in Exhibit B shall control and prevail. In the event of any conflict between any future Concept Plan and the Development Regulations in Exhibit B, the Development Regulations in Exhibit B shall control (except for modifications to the Illustrative Layout / General Development Plan that are allowed pursuant to the terms of the Development Regulations and/or Zoning Ordinance). ARTICLE IV UTILITIES; PUBLIC INFRASTRUCTURE 4.1 Generally. City and Developer agree in principle to fund certain on-site infrastructure and other improvements for the subject Property pursuant to the establishment of a Property Improvement District (“PID”) upon the terms and conditions to be mutually agreed upon and documented within ninety (90) days of Developer’s closing on the Property. Other infrastructure improvements: 1) roadway improvements; 2) off-site water; 3) off site sanitary sewer; 4) oversize water or sanitary sewer shall be reimbursed to the Developer from either the City of Anna’s Capital Improvements Program; available oversize reimbursement funds, and/or impact fee credits. Reimbursements shall include the full cost of construction, design, survey and other related expenses. Except as otherwise expressly provided for in this Agreement, Developer shall provide all on-site Property Public Infrastructure necessary for the Development, including streets, utilities, drainage, sidewalks, street lighting, street signage, and all other required improvements, at no cost to the City except as provided herein or otherwise required pursuant to applicable law, 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 and/or amended Planned District 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. City Park Heights East DEVELOPMENT AGREEMENT – Page 7 Construction of any portion of the Property 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, which notice shall not be unreasonably withheld, conditioned or delayed. 4.2 Sanitary Sewer Facilities. (a) Generally. Developer is responsible for the design, installation, and construction in a good and workmanlike manner of all on-site sanitary sewer improvements minimally necessary to serve the Project (“Sewer Facilities”). The design of Sewer Facilities shall be in accordance with the City Regulations and approved by the City in advance of the construction of same. Subject to the City’s obligations under Section 4.7, (b) Off-Site Sanitary Sewer Facilities. Developer shall be required to construct and fund off-site sanitary sewer facilities or improvements for development of the Property. The cost for the off-site sanitary sewer facilities shall be reimbursed either through the City’s Capital Improvement Program (as a reimbursement), the future PID, a reimbursement of commensurate utility impact / tap fees, other available programs through the City’s Subdivision Ordinance or a combination of these mechanisms. The reimbursements for such facilities shall include the cost of construction, design, survey, and other related costs approved by the City Engineer and such approval will not be unreasonably withheld, conditioned, or delayed. (c) Exhibit H: Utilities illustrates the location of off-site sanitary sewer facilities. Although it is anticipated that the developments to the south will provide utility “stub-outs” to the subject property, the timing is unknown. Therefore, the City and the Developer hereby agree to coordinate with the adjacent development to expedite the major off-site trunk sanitary sewer facilities. The Developer will make reasonable efforts to coordinate with the adjacent property owners and land developers to acquire easements and/or expedite the construction of the sanitary sewer facilities; however, in the event that the Developer is unsuccessful, the City shall participate in expediting the off-site sanitary sewer facilities. (d) Amendment to CIP. The City agrees that it will take all required actions to amend the City’s Capital Improvements Plan to include all the costs for the off-site sanitary sewer Improvements (“CIP Amendment”) within six (6) months of the Effective Date, including without limitation the City Council’s consideration and final action of the same. Developer shall have no responsibility for any costs associated with the CIP Amendment. 4.3 Water Facilities. (a) Developer is responsible for the design, installation, and construction of all on-site water improvements minimally necessary to serve the Project (“Water Facilities”). The design of the Water Facilities shall be in accordance with the City Regulations and approved by the City in advance of the construction of the same. Subject to the City’s obligations under Section 4.7, Developer shall be responsible for the acquisition of any easements and other property acquisitions necessary for the Water Facilities (the size and City Park Heights East DEVELOPMENT AGREEMENT – Page 8 extent of each such easement or other property interest to be approved by the City) for all development upon and within the Property. The locations of said easements or other property interests shall be approved by the City’s engineer as part of the platting process. (b) Off-Site Water Facilities. Developer shall be required to construct and fund off-site water facilities or improvements for development of the Property. The cost for the off-site water facilities shall be reimbursed either through Impact Fee Reimbursements, a Public Improvement District as described in Section 4.8, a waiver of tap fees, or a combination of these. (c) Amendment to CIP. The City agrees that it will take all required actions to amend the City’s Capital Improvements Plan to include all the costs for the off-site water Improvements (“Water CIP Amendment”) within six (6) months of the Effective Date, including without limitation the City Council’s consideration and final action of the same. Developer shall have no responsibility for any costs associated with the Water CIP Amendment. 4.4 Water and Sewer Services. (a) Generally. The City represents and confirms that it currently has and reasonably expects to continue to have the capacity to provide continuous and adequate retail water and sewer service to the Property at times and in capacities sufficient to meet the service demands of the Project as it is developed. Upon acceptance of the Water Facilities and Sewer Facilities, the City shall operate said facilities to serve the Project and use them to provide service to all customers within the Project at the same rates as similar projects located within the City as otherwise required by State law as the holder of the CCNs covering the Property. (b) Sewer Service. From and after the Date of Acquisition, the City shall be the retail provider of wastewater service to the Property. If the City is at any time unable or unwilling to provide adequate wastewater treatment capacity for the Property for development permitted under this Agreement, the City agrees and consents to (1) Developer taking all actions necessary to procure additional wastewater capacity from another source to resolve the deficiency and, if unsuccessful in such procurement, Developer taking all actions necessary to remove the City as the retail provider of wastewater service to the Property; (2) allowing the un-served portion of the Property to be served by an alternative retail provider to the extent required to resolve any deficiency, including, but not limited to, a wastewater treatment plant; and (3) Developer’s discharge permit application to the TCEQ if a municipal utility district or other district will serve as the alternative retail provider of wastewater service to any portion of the Property. Notwithstanding the foregoing, if a professional engineer who holds a license issued under Chapter 1001, Texas Occupations Code, certifies that the City is capable of providing continuous and adequate wastewater service to all or any portion of the Property, the City will be required to do so. (c) Water Service. From and after the Date of Acquisition, the City shall be the retail provider of water service to the Property. If the City is at any time unable or unwilling City Park Heights East DEVELOPMENT AGREEMENT – Page 9 to provide adequate water treatment capacity to the Property for development permitted under this Agreement, the City agrees and consents to (1) Developer taking all actions necessary to procure additional water capacity from another source to resolve the deficiency and, if unsuccessful in such procurement, Developer taking all actions necessary to remove the City as the retail provider of water service to the Property; and (2) allowing the un-served portion of the Property to be served by an alternative retail provider to the extent required to resolve any deficiency. Notwithstanding the foregoing, if a professional engineer who holds a license issued under Chapter 1001, Texas Occupations Code, certifies that the City is capable of providing continuous and adequate water service to all or any portion of the Property, the City will be required to do so. Water wells other than water wells currently part of the City’s water system may be used, subject to any applicable state rules and regulations, as a potable water supply for the Property if the City is unable or unwilling to provide retail water service to the Property. 4.5 Roadway Facilities. (a) Developer is responsible for the design, installation, and construction in a good and workmanlike manner of all on-site roadway facilities necessary to serve the Project (“Roadway Facilities”) in accordance with the City Regulations. The design of the Roadway Facilities shall be approved by the City in advance of the construction of same. (b) Roadway Dedication and Roadway Improvements. Developer agrees to (1) provide the Roadway Dedication; and (2) subject to the City’s obligations under Section 4.7, cause the design and construction of and fund or cause to be funded the Roadway Improvements, and shall be entitled to reimbursement for such Roadway Improvements, including Right-Of-Way dedication, either through Impact Fee Reimbursements, a Public Improvement District as described in Section 4.8, or a combination of these mechanisms. he design and civil engineering for the Roadway Improvements shall be commenced by or on behalf of Developer within 90 days of the Effective Date. Developer shall commence or cause the commencement of onsite construction of the Roadway Improvements within 12 months of the Effective Date. Substantial Completion of construction of the Roadway Improvements shall occur within 36 months of the Effective Date and shall occur before or substantially concurrent with the City’s acceptance of the Property Public Infrastructure for the first phase of the Development. If the completion of construction of the Roadway Improvements is not complete within said 36-month period, the City may withhold any and all building permits for construction of residences until said construction of the Roadway Improvements has been completed and accepted by the City. Other than the Roadway Improvements, Developer shall not be required to construct or fund any off-site roadway facilities or improvements for development of the Property. For purposes of this Section 4.5(b) “commencement of onsite construction” shall mean when Developer or any affiliate or entity related to Developer has executed a construction contract and has mobilized the equipment and machinery on-site that is reasonably necessary to commence construction of the Roadway Improvements. City Park Heights East DEVELOPMENT AGREEMENT – Page 10 (c) City Cost Participation of Roadway Improvements. (1) As of the Effective Date, the Parties anticipate that the Roadway Improvements Costs for Ferguson Road will be equal to or less than $3,400,000.00. Notwithstanding any statement to the contrary herein, if at the time Developer receives full design plans and construction bids for the Roadway Improvements and the estimate of the Roadway Improvements Costs exceeds $3,400,000.00 (which exceeds the total estimated Impact Fee Reimbursement for such Roadway Improvements), the Parties agree to either (1) enter into a new agreement or amend this Agreement to provide for a different mechanism whereby the City will reimburse Developer for any Roadway Improvements Costs for Ferguson Parkway that exceed $3,400,000.00; or (2) amend this Agreement to reduce the scope of said Roadway Improvements in order to lower the total Roadway Improvements Costs equal to or below $3,400,000.00. See for reference Exhibit E-1: Roadway Dedication Ferguson Road. (2) As of the Effective Date, the Parties anticipate that the Roadway Improvement Costs for the East-West Collector (Road “H”) will be equal to or less than $1,800,000.00. Notwithstanding any statement to the contrary herein, if at the time Developer receives full design plans and construction bids for the Roadway Improvements and the estimate of the Roadway Improvements Costs exceeds $1,800,000.00 (which exceeds the total estimated Impact Fee Reimbursement for such Roadway Improvements), the Parties agree to either (1) enter into a new agreement or amend this Agreement to provide for a different source from which the City will reimburse Developer for any Roadway Improvements Costs for Road H that exceed $1,800,000.00; or (2) amend this Agreement to reduce the scope of said Roadway Improvements in order to lower the total Roadway Improvements Costs equal to or below $1,800,000.00. See for reference Exhibit E-2 Roadway Dedication Road H. (3) As of the Effective Date, the Parties anticipate that the Roadway Improvement Costs for the East-West Arterial which extends to US 75 grade separated interchange (Mantua Road Interchange) will be equal to or less than $450,000.00. Notwithstanding any statement to the contrary herein, if at the time Developer receives full design plans and construction bids for the Roadway Improvements and the estimate of the Roadway Improvements Costs exceeds $450,000.00 (which exceeds the total estimated Impact Fee Reimbursement for such Roadway Improvements), the Parties agree to either (1) enter into a new agreement or amend this Agreement to provide for a different source from which the City will reimburse Developer for Road S that exceed $450,000.00; or (2) amend this Agreement to reduce the scope of said Roadway Improvements in order to lower City Park Heights East DEVELOPMENT AGREEMENT – Page 11 the total Roadway Improvements Costs equal to or below $450,000.00. See for reference Exhibit E-3 Roadway Dedication Road S. (d) Documentation of Roadway Improvements Costs. Once Developer fully completes the Roadway Improvements, and before the City has accepted the Roadway Improvements after inspection, Developer shall provide the City Manager with documentation evidencing the Capital Improvement Costs for the Roadway Improvements, including without limitation the fair market value of the Roadway Dedication (the "Roadway Improvements Costs"). The “Roadway Improvement Costs shall include the costs for civil engineering, surveying, platting, grading, pavement, associated stormwater system, associated sidewalks, associate landscaping (including trees, sod, irrigation), associated traffic management and signage, and incidentals such as SWPPP, bonds, pro- rated project management, and other related construction fees. The City Manager shall review said documentation (the "Roadway Improvements Costs Documentation") and shall approve or deny the Roadway Improvements Costs within fifteen (15) Business Days of receipt thereof (which approvals shall not be unreasonably withheld, conditioned or delayed) or a longer period of time if the City Manager reasonably requests additional evidence of the Roadway Improvements Costs. If the City Manager denies any Roadway Improvements Costs, the City Manager shall provide Developer with a detailed explanation as to the reasons for denial and a description of the additional information needed. Developer may resubmit any costs and additional information for costs that are denied. If the City Manager takes no action within thirty (30) calendar days of Developer’s initial submittal of the Roadway Improvements Costs, the Roadway Improvements Costs shall be deemed automatically approved. Upon approval (or deemed approval) of the Roadway Improvements Costs, the City shall issue a written acceptance letter to Developer, which shall signify final acceptance by the City of the Roadway Improvements and Roadway Dedication. Notwithstanding the foregoing or any other provisions of this Agreement, the Roadway Improvements Costs or any portion thereof shall not be deemed approved unless the Developer includes on the first page of the Roadway Improvements Costs Documentation a statement in bold, underlined, fully-capitalized lettering in at least 12- point sized font stating: “IF THE CITY MANAGER TAKES NO ACTION WITHIN THIRTY (30) CALENDAR DAYS OF THE SUBMITTAL OF THIS ROADWAY IMPROVEMENTS COSTS DOCUMENTATION, THEN THE ROADWAY IMPROVEMENTS COSTS SHALL BE DEEMED TO BE AUTOMATICALLY APPROVED.” (e) The City agrees to cooperate with Developer (or its representatives) to facilitate the alignment of future Ferguson Parkway from CR 371 to the northernmost “east-west” arterial as shown on the Illustrative Layout / General Development Plan included with the Development Regulations. Ferguson Parkway is currently aligned in such a way that two lanes are the responsibility of two different property owners in two different areas. The Developer is willing to build those “off-site” segments of two lanes, provided that the City reimburses the Developer in “dollar for dollar” for all off-site expenses and the City acquires the Right-Of-Way from the two property owners. Developer shall not commence such construction without written approval from the City’s engineer. City Park Heights East DEVELOPMENT AGREEMENT – Page 12 (f) The City agrees to cooperate with the Developer (or its representative) to facilitate the alignment of the future “east-west” arterial at the northern end of the Property as shown on the Illustrative Layout / General Development Plan included with the Development Regulations. 4.6 Construction, Inspection, and Ownership. (a) Construction Bidding. The Parties acknowledge that construction of the Developer Improvements and Property Public Infrastructure are not subject to competitive bidding requirements under applicable law. Notwithstanding any other provision of this agreement: (1) the City’s level of participation in funding any costs under this Agreement shall not exceed 30 percent of the total contracted price of such improvements or infrastructure exclusive of costs for any oversizing of improvements required by the City (including but not limited to increased capacity of improvements to anticipate other future development in the area); and/or (2) at least one-third of such costs is to be paid by or through special assessments levied on property that will benefit from the improvement. (b) Performance Bond, Payment Bond and Other Security. For each construction contract for all or any part of the Developer Improvements and the Property Public Infrastructure, the contractor for such improvements, as applicable, must execute a performance bond in favor of the City and a payment bond for the construction and work covered by those contracts, which bonds shall be in accordance with Texas Government Code, Chapter 2253 and applicable City Regulations. For each construction contract for all or any part of the Developer Improvements and the Property Public Infrastructure, Developer or the contractor for such improvements further must execute a maintenance bond in accordance with applicable City Regulations that guarantee the costs of any repairs which may become necessary to any part of the construction work performed in connection with the Developer Improvements and/or the Property Public Infrastructure, arising from defective workmanship or materials used therein, for a full period of two (2) years from the date of final acceptance of the Developer Improvements and/or Property Public Infrastructure constructed under such contract. (c) Inspections and Acceptance of Developer Improvements and Property Public Infrastructure. The City shall inspect, as required by City Regulations, the construction of all Developer Improvements and any Property Public Infrastructure necessary to support the proposed development within the Property, including water, sanitary sewer, drainage, and streets. The City's inspections shall not release the Developer from its responsibility to construct, or cause the construction of, adequate Developer Improvements and Property 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 this Agreement if the City temporarily withholds City utility services as to any portion of the Development until all Property Public Infrastructure necessary to serve such portion of the Development is properly constructed according to the approved engineering plans and City Regulations, and until such Property Public Infrastructure has been dedicated to and accepted by the City, which acceptance shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, the City may not withhold utility services to a City Park Heights East DEVELOPMENT AGREEMENT – Page 13 portion of the Development if all necessary infrastructure has been properly constructed and accepted by the City for such portion of the Development, even if infrastructure for other portions of the Development have not yet been completed. For the avoidance of doubt, the Parties intend that the Development may be constructed in phases and Developer is only required to construct such Property Public Infrastructure necessary to serve each phase, respectively. From and after the inspection and acceptance by the City of the Property Public Infrastructure and any other dedications required under this Agreement, such improvements and dedications shall be owned by the City. Acceptance of the Developer Improvements and Property Public Infrastructure by the City shall not be unreasonably withheld, conditioned, or delayed, and shall be evidenced in a writing issued by the City Manager or his or her designee. Upon acceptance of the Property Public Infrastructure or any portion thereof by the City, the City shall, at all times thereafter, maintain and operate the accepted improvements in good condition and working order in compliance with all applicable laws and ordinances and all applicable regulations, rules, policies, standards, and orders of any governmental entity with jurisdiction over same. (d) Phasing. The Property (including the Property Public Infrastructure to serve the same) may be developed in phases and Developer may submit or cause to be submitted a plat for all or any portions of the Property in accordance with the Governing Regulations. The Developer Improvements may also be completed and accepted in phases. (e) Insurance. Developer and/or the general contractor(s) for construction of the Developer Improvements and the Property Public Infrastructure shall acquire and maintain, during the period of time when any of the Developer Improvements and Property Public Infrastructure are under construction (and until the full and final completion of such Developer Improvements and/or Property Public Infrastructure, as applicable, 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 $1,000,000.00. Such insurance shall also cover any and all claims which might arise out of the Developer Improvements and/or Property Public Infrastructure construction contracts, as applicable, 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-l" or better by A.M. Best's Key Rating Guide and licensed to do business in the State of Texas; and (ii) name Anna 60 Partners LP, a Delaware Entity, and the City as an additional insured and contain a waiver of subrogation endorsement in favor of the City. Upon the execution of construction contracts for the Developer Improvements and/or Property Public Infrastructure, as applicable, Developer shall provide or cause to be provided to the City certificates of insurance evidencing such insurance coverage, 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 of the same, the City shall receive written notice of such cancellation. For the avoidance of doubt, if the insurance required pursuant to this subsection is acquired and maintained by a contractor, such insurance provided by the contractor shall be sufficient (and Developer shall not be required to obtain duplicate insurance that is already provided by a contractor). City Park Heights East DEVELOPMENT AGREEMENT – Page 14 (f) INDEMNIFICATION and HOLD HARMLESS. THE DEVELOPER, INCLUDING ITS RESPECTIVE SUCCESSORS AND ASSIGNS, HEREBY COVENANT AND AGREE TO RELEASE, DEFEND, HOLD HARMLESS, AND INDEMNIFY THE CITY AND ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ALL THIRD-PARTY CLAIMS, SUITS, JUDGMENTS, DAMAGES, AND DEMANDS AGAINST THE CITY, WHETHER REAL OR ASSERTED INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEY'S FEES AND RELATED EXPENSES, EXPERT WITNESS FEES, CONSULTANT FEES, AND OTHER COSTS (TOGETHER, "CLAIMS"), ARISING OUT OF THE NEGLIGENCE OF THE DEVELOPER, INCLUDING THE NEGLIGENCE OF ITS RESPECTIVE EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, MATERIAL MEN, AND AGENTS (EACH A “DEVELOPER PARTY”), IN CONNECTION WITH THE DESIGN OR CONSTRUCTION OF ANY DEVELOPER IMPROVEMENTS, PROPERTY PUBLIC INFRASTRUCTURE, STRUCTURES, OR OTHER FACILITIES OR IMPROVEMENTS THAT ARE REQUIRED UNDER THIS AGREEMENT; 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. NOTWITHSTANDING THE FOREGOING, THE DEVELOPER SHALL NOT, HOWEVER, BE REQUIRED TO INDEMNIFY THE CITY AGAINST CLAIMS CAUSED BY THE CITYS SOLE NEGLIGENCE OR WILLFUL MISCONDUCT, AND IF THE CITY INCURS CLAIMS THAT ARE CAUSED BY THE CONCURRENT NEGLIGENCE AND/OR FAULT OF THE DEVELOPER OR A DEVELOPER PARTY AND THE CITY, THE DEVELOPERS INDEMNITY OBLIGATION WILL BE LIMITED TO A FRACTION OF THE TOTAL CLAIMS EQUIVALENT TO THE DEVELOPERS OWN PERCENTAGE OF RESPONSIBILITY IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS. 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 THE DEVELOPER’S MISREPRESENTATION TO THE CITY OF ITS OWNERSHIP, TRANSFER OR CONVEYANCE OF ANY PORTION OF THE PROPERTY. AT NO TIME SHALL THE CITY HAVE ANY CONTROL OVER OR CHARGE OF THE DESIGN, CONSTRUCTION OR INSTALLATION OF ANY IMPROVEMENTS CONSTRUCTED OR CAUSED TO BE CONSTRUCTED BY DEVELOPER NOR THE MEANS, METHODS, TECHNIQUES, SEQUENCES OR PROCEDURES UTILIZED FOR SAID DESIGN, CONSTRUCTION OR INSTALLATION. THIS AGREEMENT DOES NOT CREATE A JOINT ENTERPRISE BETWEEN THE CITY AND DEVELOPER. 4.7 Eminent Domain. Developer agrees to use reasonable efforts to obtain all third-party rights-of-way, consents, or easements, if any, required for the Developer Improvements and the Property Public Infrastructure. If, however, Developer is unable to obtain such third-party City Park Heights East DEVELOPMENT AGREEMENT – Page 15 rights-of-way, consents, or easements within sixty (60) 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, attorneys 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 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 Developer Improvements and the Property Public Infrastructure, as applicable, 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 fifteen (15) Business Days after written notice from the City. Any unused escrow funds will be refunded to Developer within thirty (30) calendar 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. Notwithstanding anything to the contrary in this Agreement, the Developer shall not be required to fund or construct any Developer Improvements or Property Public Infrastructure that Developer or the City are unable to secure required third-party rights-of-way, consents, or easements for in connection with the obligations of the Parties In this Section 4.7. Further, the Parties agree to cooperate in any future amendments to this Agreement needed to enable Developer to provide necessary Property Public Infrastructure to the Property. 4.8 Impact Fee Reimbursement; Public Improvement District (PID); Oversizing. (a) Impact Fee Reimbursement (1) City shall reimburse Developer for the major Roadway Improvements (Ferguson Parkway), East-West Collector Road (Road “H”) and east-west Arterial at the north end of the subject property (Road “S”) and Off-Site Utilities (both water and sanitary sewer) from available funds from the Impact Fee Accounts, as the primary source of reimbursement. (2) If the City has no available funds in the Impact Fee Accounts or cannot Amend the CIP within the specified timeline as described herein, the City may utilize other reimbursement sources including without limitation the Public Improvement District. (3) Impact Fees for each phase of the Project shall be assessed and collected at the rates adopted by the City Council at the time such fees are collected an otherwise in accordance with applicable law. In accordance with state law, the City shall collect Impact Fees from the Property and place such collected Impact Fees in separate and City Park Heights East DEVELOPMENT AGREEMENT – Page 16 clearly identifiable interest-bearing Impact Fee Accounts for the benefit of the Developer. (4) Developer shall be entitled to Impact Fee Reimbursement for all Capital Improvement Costs borne by the Developer. The City hereby confirms and represents that all of the Developer Improvements are or shall be Capital Improvements and are eligible for and entitled to Impact Fee Reimbursement hereunder. The City shall reimburse Developer up to the total Roadway Improvements Costs and off-site utility costs (both water and sanitary sewer costs), each in the aggregate, on a quarterly basis from the Impact Fees collected as described in subsection (1) above. The City shall provide the Impact Fee Reimbursement to Developer and the Impact Fee Reimbursement shall carry forward until the Roadway Improvement Costs and off-site utility costs (both water and sanitary sewer costs) have been reimbursed in full. (5) further, Developer shall be entitled to Impact Fee Reimbursement to fully compensate Developer for all other Capital Improvement Costs incurred due to requirements made by the City, if any, in connection with the Project in addition to costs incurred for the Developer Improvements. (b) Public Improvement District (PID) (1) City and Developer agree in principle to fund certain infrastructure and other improvements for the subject Property pursuant to the establishment of a Public Improvement District (“PID”) after full annexation of the Property and upon the terms and conditions to be mutually agreed upon and documented within ninety (90) days of Developer’s closing on the Property. Upon the approval and creation of the PID, which shall have boundaries that are coterminous with the boundaries of the Property, all on-site utility and roadway improvements that specifically benefit the Property shall be considered reimbursable from the PID. (2) To the extent that they specifically benefit the Property, Off-site Utilities and/or major Roadway Improvements (Ferguson, Road “H”, and Road “S”) shall be reimbursable through the PID only as a final reimbursement source in the event the Developer has not been fully reimbursed through Impact Fee Reimbursement. (c) Infrastructure Oversizing. The Parties agree that if the City requires Developer to construct or fund any Property Public Infrastructure so that it is oversized to provide a benefit to land outside the Property (“Oversized Public Infrastructure”), then the City shall be solely responsible for all reasonable costs attributable to oversized portions of the Oversized Public Infrastructure to the extent not already credited, reimbursed or City Park Heights East DEVELOPMENT AGREEMENT – Page 17 otherwise funded by the City or to be financed by a PID (including Construction Costs attributable to oversized portions of the Oversized Public Infrastructure which shall be considered reasonable costs as determined by the City engineer) (“Oversize Costs”) and shall provide payment(s) to Developer to cover the costs of the same. The payment(s) to Developer for the Oversize Costs shall be paid as the Oversized Public Infrastructure is completed (which may be completed in phases corresponding with the phases of the Development). The City shall make a payment to Developer or its assignee for any Oversize Costs within thirty (30) days of receipt of any invoices for the same subject to City Manager approval of such costs in the same manner set forth in Section 4.5(d). The “Oversize Costs” shall be determined by calculating the difference between the cost without the oversizing and the cost with the oversizing using the contractor’s construction line-item budgets as the foundation to perform such calculations. All other related costs (civil engineering, surveying, plating, etc.) shall be calculated as a percentage and included in the “Oversize Costs” for reimbursement purposes. 4.9 Satisfaction of Park Development Fees; No Park Development Fees Due. The City agrees that the provision of open space and amenities generally consistent with the open space plan attached hereto as Exhibit C shall fully satisfy and provide a credit against the park development fees required pursuant to City Code, Chapter 9, Section 9.02.135(c)(4). Therefore, no park development fees shall be due or required for development of the Property. The open space and amenities may be constructed and installed in phases corresponding with separate phases of the Development and may be privately owned and maintained by a property owners’ association. All trails must be accessible and open to the public at all times except when temporarily closed for necessary maintenance or repair. For the avoidance of doubt, the remaining open space area(s) and amenities located within such areas may be reserved for private use, at the Property owner’s sole discretion. 4.10 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 Anna 60 Partners, LP, a Delaware Limited Partnership and the payment/remittance shall be sent or delivered to the following address: CITY PARK HEIGHTS EAST, located at 301 E. Virginia Street, Suite 304, McKinney, Texas 75069 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. 4.11 Approvals. 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, its engineer, employees, officers or agents for the accuracy and competency of their design and specifications. Further, any such approvals shall not be deemed to be an assumption of such responsibility and liability by the City for any defect in the design and specifications prepared by Developer's engineer(s), its officers, agents, servants or employees, it being the intent of the Parties that approval by the City's engineer or other representative signifies the City's approval on only the general design concept of the improvements City Park Heights East DEVELOPMENT AGREEMENT – Page 18 to be constructed and that the design plans and specifications meet the requirements of the City Regulations. ARTICLE V ANNEXATION AND ZONING 5.1 Annexation. Pursuant to Subchapter C-3, Chapter 43, Texas Local Government Code, this Agreement, as of the Date of Acquisition, shall constitute Developer’s agreement to petition for the voluntary annexation of the Property into the corporate limits of the City. Developer (or its assignee) shall submit an annexation petition to the City on the City’s standard form, attached hereto as Exhibit F (the “Annexation Petition”) within thirty (30) days after the Date of Acquisition. Upon the City’s request, Developer shall further execute and supply any and all instruments and/or other documentation reasonably necessary for the City to legally annex the Property. The City shall, in accordance with applicable statutory requirements, take all steps necessary to complete the annexation of the Property within ninety (90) days following the date that Developer submits the Annexation Petition. Should the City fail to complete the annexation of the Property in accordance with this Agreement, Developer shall have the right to terminate this Agreement with notice to the City and, upon such termination, the Property shall be immune to involuntary annexation by the City for a period of thirty (30) years thereafter regardless of any change in the law governing municipal annexation. The above-referenced annexation is authorized under Texas Local Government Code Chapter 43, Subchapter C-3. To the extent said Subchapter C-3 is amended in the future or its requirements are modified by any future legislative act, the Parties agree to take all reasonable steps to meet any additional requirements to allow for the above-referenced annexation provided that the terms and conditions of this paragraph have been met in order for the City to perform an annexation as intended under this Agreement. The annexation procedures described in plain language in this Agreement require the consent of the owner(s) of Property, which consent is conditionally provided under this Agreement as set forth above. The Parties acknowledge and agree that this Agreement shall satisfy the written disclosure requirements under Section 212.172(b-1) of the Texas Local Government Code. 5.2 Services. Pursuant to Section 43.0672, Texas Local Government Code, this Agreement shall further constitute an agreement for the provision of services to the Property. Immediately upon the annexation of the Property, the Property and its residents shall be entitled to receive all Municipal Services on the same terms and at the same rates as then provided within the City and without discrimination. 5.3 Zoning. Within thirty (30) days following the adoption of an ordinance approving the annexation of the Property pursuant to Section 5.1, the City shall consider zoning the Property as a planned development district with regulations identical to those in the Development Regulations (including the concept plan attached as an exhibit to the Development Regulations); however, regardless of how the City zones the Property, Developer, its successors and assigns, may develop and use the Property in accordance with the Development Regulations and the Zoning Ordinance (as amended by the Development Regulations) and all other terms of this Agreement, and no other conflicting zoning regulations shall apply to the Property. All applicable City ordinance requirements that reference the City’s Zoning Ordinance or compliance with zoning regulations or the City’s comprehensive plan (including the City’s master thoroughfare plan) shall be interpreted to mean compliance with the Development Regulations. Subject to the terms herein, City Park Heights East DEVELOPMENT AGREEMENT – Page 19 Developer hereby expressly consents and agrees to the aforementioned zoning of the Property consistent with the Development Regulations and Developer shall not be required to submit a formal zoning application or pay related fees in order for the City to proceed with zoning the Property as contemplated by this Agreement. Any such zoning of the Property shall otherwise be in accordance with all procedures set forth in the applicable City Regulations. ARTICLE VI EVENTS OF DEFAULT; REMEDIES 6.1 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 less than thirty (30) days (or any longer time period to the extent expressly stated in this Agreement as it 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, (a) 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; and (b) 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. 6.2 Remedies. As compensation for the other party's default, an aggrieved Party may seek specific performance of the other party's obligations under this Agreement. Notwithstanding the foregoing, however, no default under this Agreement shall: (a) entitle the City to terminate this Agreement or to suspend performance under this Agreement (except as otherwise expressly set forth in this Agreement); or (b) adversely affect or impair the current or future obligations of the City to provide water, sewer and other Municipal Services to the Property in accordance with applicable law. Notwithstanding the foregoing or any other provision of this Agreement, the City may withhold City utility services as to any portion of the Development until all Property Public Infrastructure necessary to serve such portion of the Development is properly constructed according to the approved engineering plans and City Regulations, and until such Property Public Infrastructure has been dedicated to and accepted by the City, which acceptance shall not be unreasonably withheld, conditioned or delayed. ARTICLE VII ASSIGNMENT; ENCUMBRANCE 7.1 Assignment. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the Parties hereto. This Agreement may be assigned, in whole or in part, to (i) an entity that is or will become a future owner of all or a portion of the Property; (ii) any affiliate or related entity of the Developer; or (iii) any lien holder on the Property, without the prior written consent of the City, but upon written notice to the City. Any reimbursement or receivables due under this Agreement (e.g., the Impact Fee Reimbursement) or any reimbursement agreement may be assigned by the Developer, in whole or in part, without the prior consent of the City, but upon written notice to the City pursuant to Section 7.4 of this Agreement (and upon such an City Park Heights East DEVELOPMENT AGREEMENT – Page 20 assignment of reimbursement or receivables, the City will pay the reimbursement directly to the assignee unless otherwise notified in writing). Except as provided in the two preceding sentences, this Agreement shall not be assigned by Developer without the prior written consent of the City Manager of the City, which consent shall not be unreasonably withheld, conditioned or delayed if the assignee demonstrates financial ability to perform. An assignee shall be considered a "Party" for the purposes of this Agreement. Each assignment shall be in writing executed by Developer and the assignee and shall obligate the assignee to be bound by this Agreement to the extent this Agreement applies or relates to the obligations, rights, title, or interests being assigned. 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. 7.2 Assignees as Parties. An assignee authorized in accordance with this Agreement and for which notice of assignment has been provided in accordance with Section 7.4 of this Agreement shall be considered a "Party" for the purposes of this Agreement. 7.3 Third-Party Beneficiaries. Subject to Section 7.4 of this Agreement, this Agreement only inures to the benefit of, and may only be enforced by, the Parties. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, 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. 7.4 Notice of Assignment. The following requirements shall apply in the event that the Developer assigns or transfers this Agreement, or any part thereof and/or any of its rights or benefits under this Agreement: (a) the Developer must provide written notice to the City to the extent required under Section 7.1 within ten (10) Business Days after any assignment, or transfer; (b) said notice must describe the extent to which any rights or benefits under this Agreement have been assigned, transferred, or otherwise conveyed; (c) said notice must state the name, mailing address, and electronic mail information of the person(s) that have acquired any rights or benefits as a result of any such assignment, transfer or other conveyance; and (d) said notice must be signed by a duly authorized person representing the Developer and a duly authorized representative of the person(s) or entit(ies) that acquired any rights or benefits as a result of the assignment, transfer or other conveyance. ARTICLE VIII RECORDATION AND ESTOPPEL CERTIFICATES 8.1 Binding Obligations. This Agreement and all amendments thereto and assignments hereof shall be recorded in the property records of Collin County, Texas upon the Date of Acquisition. From and after the Date of Acquisition, this Agreement binds and constitutes a City Park Heights East DEVELOPMENT AGREEMENT – Page 21 covenant running with the Property and 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. 8.2 Estoppel Certificates. From time to time upon written request of the Developer or any future owner or lienholder, and upon the payment to the City of a $100.00 fee, the City Manager, or his/her designee will, in his or her official capacity and to his or her reasonable knowledge and belief, execute a written estoppel certificate, which shall include, but not necessarily be limited to, statements that this Agreement is in full force and effect without default (or if default exists, the nature of default and curative action, which should be undertaken to cure same), the remaining Term of this Agreement, and such other matters reasonably requested by the party to receive the certificate. ARTICLE IX TERM Unless otherwise extended by mutual agreement of the Parties, the term of this Agreement shall be twenty-five (25) years after the Effective Date (“Term”); however, if Developer or its assignee has not acquired ownership of the Property within 90 days of the Effective Date, this Agreement shall automatically terminate, be null and void and of no further force or effect. This Agreement and all of the rights, duties and obligations herein shall be subject to and conditioned on Developer or its assignee acquiring fee simple title to the Property within 90 days of the Effective Date. For the avoidance of doubt, the aforementioned condition shall be satisfied if Anna 60 Partners, LP, a Delaware Entity or its assignee (who from and after such assignment would be considered the Developer under this Agreement) acquires the Property. This Agreement shall be held in escrow until the Date of Acquisition, at which time this Agreement shall be effective and filed in the Real Property Records of Collin County, Texas. ARTICLE X GENERAL PROVISIONS 10.1 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. 10.2 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 (a) when personally delivered (with confirmation of receipt); (b) one (1) day after deposit if sent by by recognized courier service and sent via overnight courier for next day delivery with receipt of delivery; or (c) 72 hours following deposit of the same in any United States Post Office, registered or certified mail, postage prepaid, addressed as follows: City Park Heights East DEVELOPMENT AGREEMENT – Page 22 To the City: Attn: City Manager City of Anna, Texas 111 N. Powell Parkway Anna, Texas 75409 With a copy to: Wolfe, Tidwell & McCoy, LLP Attn: Clark McCoy 2591 Dallas Parkway, Suite 300 Frisco, Texas 75034 To the Developer: Anna 60 Partners, LP, a Delaware Entity Attn: Tre Dibrell, VP Land 301 E. Virginia Street Suite 304 McKinney Texas 75069 Office: 469-714-0052 tred@cityparkdevelopments.com With a copy to: Canada Lewis & Associates, PLLC Attn: Laura Canada Lewis, Esq. 5550 Granite Pkwy, Suite 195 Plano, Texas 75024 T: 469-664-0120 F: 469-501-7781 llewis@canadalewis.com With a copy to: Sanchez and Associates, LLC Attn: Casey Gregory, P.E. President 210 Adriatic Parkway Suite 200 McKinney Texas 75072 Office: 469-424-5900 Casey.gregory@thesanchezgroup.biz 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. 10.3 Interpretation. The Parties acknowledge that each has been actively involved in negotiating this Agreement. Accordingly, the rule of construction that any ambiguities are to be resolved against the drafting Party will not apply to interpreting this Agreement. In the event of any dispute over the meaning or application of any provision of this Agreement, the provision will be interpreted fairly and reasonably and neither more strongly for nor against any Party, regardless of which Party originally drafted the provision. 10.4 Time. In this Agreement, time is of the essence and compliance with the times for performance herein is required. City Park Heights East DEVELOPMENT AGREEMENT – Page 23 10.5 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) 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. 10.6 Limited Waiver of Immunity. The Parties are entering into this Agreement in reliance upon its enforceability. Consequently, the City unconditionally and irrevocably waives all claims of sovereign and governmental immunity which it may have (including, but not limited to, immunity from suit and immunity to liability) to the extent, but only to the extent, that a waiver is necessary to enforce specific performance of this Agreement (including all of the remedies provided under this Agreement) and to give full effect to the intent of the Parties under this Agreement. Notwithstanding the foregoing, the waiver contained herein shall not waive any immunities that the City may have with respect to claims of injury to persons or property, which claims shall be subject to all of their respective immunities and to the provisions of the Texas Tort Claims Act. Further, the waiver of immunity herein is not enforceable by any party not a Party to this Agreement, except for any party that may be construed to be a third-party beneficiary to this Agreement. 10.7 Amendment; 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. 10.8 Applicable Law; Venue. This Agreement is entered into pursuant to and is to be construed and enforced in accordance with, the laws of the State of Texas, and all obligations of the Parties are performable in Collin County, Texas. Exclusive venue for any action related to, arising out of, or brought in connection with this Agreement shall be in a state district court in Collin County. 10.9 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. City Park Heights East DEVELOPMENT AGREEMENT – Page 24 10.10 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. 10.11 Exhibits. The following exhibits are attached to this Agreement and are incorporated herein for all purposes: Exhibit A: Metes and Bounds Description of the Property Exhibit B: Development Regulations Exhibit C: General Development Plan Exhibit D-1: Roadway Dedication Ferguson Parkway Exhibit D-2: Roadway Dedication Road H Exhibit D-3: Roadway Dedication Road S Exhibit E-1: Roadway Improvement Ferguson Parkway Exhibit E-2: Roadway Improvement Road H Exhibit E-3: Roadway Improvement Road S Exhibit F Form of Annexation Petition Exhibit G Open Space Plan 10.12 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 and Developer does not hereby waive or release any right that Developer may now or thereafter have with respect to any rights under Chapter 245 of the Texas Local Government Code. 10.13 Force Majeure. Each Party shall use good faith, due diligence and reasonable care in the performance of its respective obligations under this Agreement, and time shall be of the essence in such performance; however, in the event a Party is unable, due to force majeure, to perform its obligations under this Agreement, then the obligations affected by the force majeure shall be temporarily suspended equal to the time period the Party was delayed, except that the obligation of any Party to make any payments required pursuant to this Agreement shall not be suspended by force majeure. The term "force majeure" shall include any delay due to any of the following acts or events: (a) wars, terrorism, civil disturbances, riots, insurrections, civil unrest, vandalism and sabotage; (b) transportation disasters, whether by sea, rail, air or land; (c) strikes, lockouts, work stoppage or slowdown or other labor disputes or material shortages; (d) actions or failures to act of a governmental authority, including any changes to the plans and specifications required as a condition to issuance of any permits or any changes in laws or codes not reasonably foreseeable on the Effective Date, and any delay in issuance of permits or certificates of occupancy by any governmental authority having jurisdiction, but excluding delays due to conditions that violate applicable codes and regulations; (e) adverse weather conditions, including rain of unusual duration or volume, hurricanes, lightning, tornadoes, earthquakes, floods or acts of God; (f) epidemics or pandemics or any governmental orders, actions, shut-downs, mandates, restrictions or quarantines, or any quasi-governmental orders, actions, shut-downs, mandates, restrictions or quarantines resulting from any epidemics or pandemics, and any public health emergencies, whether declared by local, state or federal governmental authorities or agencies; (g) labor shortages or moratoriums; (h) fire or other material casualty; (i) mechanical failure of equipment; (j) utility delays or interruptions; (k) any emergency event that threatens imminent harm to property or injury to persons; (l) any other causes of any kind whatsoever, whether similar to those enumerated or not, which are beyond the control of such Party in the performance of its obligations hereunder; City Park Heights East DEVELOPMENT AGREEMENT – Page 25 provided, however, in all cases, only to the extent that the Party claiming force majeure (1) did not cause such force majeure condition, and (2) throughout the pendency of such force majeure condition, utilizes commercially reasonable efforts to minimize the impact and delays caused by such force majeure condition. If a Party is delayed due to force majeure, then such Party shall provide written notice of the delay and applicable extension of time periods to the other Party. In addition, a Party that has claimed the right to temporarily suspend its performance under this Section 10.13 shall provide written reports to the other Party at least once every week detailing: (i) the extent to which the force majeure event or circumstance continue to prevent the Party’ s performance; (ii) all of the measures being employed to regain the ability to perform; and (iii) the projected date upon which the Party will be able to resume performance, which projected date the Parties agree and acknowledge is only an estimate and not a binding commitment by the Party claiming force majeure. 10.14 Complete Agreement. This Agreement embodies the entire Agreement between the Parties and cannot be varied or terminated except as set forth in this Agreement, or by written agreement of the City and Developer expressly amending the terms of this Agreement. 10.15 Consideration. This Agreement is executed by the Parties hereto without coercion or duress and for substantial consideration, the sufficiency of which is hereby acknowledged. [SIGNATURES PAGES FOLLOW, REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] City Park Heights East DEVELOPMENT AGREEMENT – Signature Page EXECUTED BY THE PARTIES TO BE EFFECTIVE ON THE EFFECTIVE DATE: CITY OF ANNA By: Name: Ryan Henderson Title: City Manager Date: APPROVED AS TO FORM: Name: Clark McCoy Title: City Attorney STATE OF TEXAS COUNTY OF COLLIN This instrument was acknowledged before me on the ______ day of _________________, 2024 by Ryan Henderson, City Manager of the City of Anna, Texas, on behalf of said City. (SEAL) Notary Public, State of Texas NAME printed or typed: Commission Expires: DEVELOPER: ANNA 60 PARTNERS, LP a Delaware limited partnership By: Anna 60 Development, Inc. a Texas corporation, its general partner By: _________________________ Christopher Zeppa, President Date: STATE OF TEXAS COUNTY OF DALLAS This instrument was acknowledged before me on the ______ day of ________________, 2024 by Christopher Zeppa, on behalf of said entity. (SEAL) Notary Public, State of Texas NAME printed or typed: Commission Expires: City Park Heights East DEVELOPMENT AGREEMENT – Exhibit A Exhibit A METES AND BOUNDS DESCRIPTION OF THE PROPERTY City Park Heights East DEVELOPMENT AGREEMENT – Exhibit A Exhibit B DEVELOPMENT REGULATIONS FOR [CITY PARK HEIGHTS EAST] (“Development Agreement” as used in these Development Regulations refers to that certain CITY PARK HEIGHTS EAST Development Agreement to which this document is attached as Exhibit B. The permitted uses and standards for development of the Property shall be in accordance with the [Mixed Density Residential (MD) District] of the Zoning Ordinance and applicable City Regulations, except as amended and modified in these Development Regulations and in the Development Agreement. Disclaimer: Zoning Ordinance modifications set forth herein are specifically related to the Property associated with the Development Agreement and shall not apply to any additional areas within or outside of the city limits. City Park Heights East DEVELOPMENT AGREEMENT – Exhibit A Exhibit C [CITY PARK HEIGHTS EAST] (see attached) FUTURE TAYLOR BOULEVARD (80' ROW)FUTURE MAJORARTERIAL (120' ROW)SUBJECT PROPERTY (204 ACRES)CR 827X XXPROPOSED AMENITY CENTER AND PARKING VETERANS MEMORIALFIRESTATION PARK PROPOSED REVISED FLOOD BOUNDARY Master Planning Civil Engineering Land Development 210 Adriatic Parkway, Suite 200 McKinney, TX 75072 Tel 469 424 5900 thesanchezgroup.biz Certificate of Registration No. F-8665 SCALE 1:1000 EXHIBIT: "A - SUBJECT PROPERTY" CR 205 CR 281 CR 282 RIDGEVIEW SKYVIEW CR 286 CR 283 HIGHVIEW CR 284 W FM 455 ROSEWAY CR 288 W FM 455 W FM 455 COWAN RD COWAN RD CR 206 RIGSBY CR 971 FM 543CR 204CR 206CR 281CR 277CR 286CR 368CR 368CR 288W FM 455CR 216LAKE TRAILCR 209CR 209CR 971CR 285CR 827CR 937CR 286SITE LOCATION MAP SCALE: NTS Exhibit: “B” Development Standards for the City Park Heights East The permitted uses and standards for development of the Subject Property shall be in accordance with the Mixed Density Residential (MD) District. The proposed Planned Development District Standards proposed herein are aimed at promoting a mixed-use residential district encompassing a diversified medium-density residential mix of housing choices. This proposed district will have a mixture of single family detached bungalows, urban townhomes and courtyard focused cottage-style townhomes. The integrated land plan, streetscape characteristics and overall community design encourage pedestrian activity by enforcing and promoting the walkable community principles outlined in the City of Anna Unified Development Code. Disclaimer: Zoning Ordinance modifications set forth herein are specifically related to the Subject Property associated with this Development Agreement and shall not apply to any additional areas without or outside of the city limits of the City of Anna. Illustrative Layout – General Development Plan; Conflicts and Terms: 1. Development shall generally follow, but not exactly, the circulation, block patterns and street alignments illustrated in Exhibit C – “GDP - General Development Plan / Illustrative Plan” (GDP). Conflicts between the Development Standards, GDP and City Ordinances will be addressed in priority as in Section 4 below. 2. Details on a Preliminary Plat that differ from the GDP which do not alter the basic relationship of the proposed single-family development area to adjacent property and which do not alter the uses permitted or increase the density, building height, or coverage of the site and which do not reduce the yards provided at the boundary of the site, as indicated in these Development Regulations or associated General Development Plan, may be authorized by the Director of Planning as updates to the General Development Plan without requiring a rezoning of the subject property and without requiring an Amendment to the Pre Annexation Development Agreement. These types of updates shall be considered as “Administrative Updates” for the City files. 3. As part of any annexation request and future development of the subject property, the applicant agrees to abide by all applicable procedural requirements under City Regulations or as amended herein. 4. Conflicts: a. Where there is a conflict between these Development Regulations and the City’s Zoning Ordinance these Development Regulations shall prevail and control. b. Where these Development Regulations may be silent, the General Development Plan shall prevail and control. c. Where these Development Regulations and the General Development Plan are silent, the City’s Unified Development Code shall prevail and control. 5. Terms that are not defined in these Development Regulations shall have the meanings ascribed to such terms in the City of Anna’s Zoning Ordinance of the Development Agreement, as applicable. When there is a conflict between the City’s Zoning Ordinance and the Development Agreement, the Development Agreement shall control. 6. Maximum number of single-family residential units shall be as follows: a. Maximum number of Residential Bungalows (SFD-Bungalow): 140 units b. Maximum number of Urban Residential (THA): 80 units c. Maximum number of Urban Residential (THB): 160 Units d. Maximum number of Urban Cottages (SFA-Cottage): 110 units 7. Lot size shall be mixed in each area to provide additional options and character to community. 8. Fencing a. All fences on the portion(s) of a residential lot adjacent to an open space/common area lot(s), with the exception of lots facing and/or siding to the required Homeowner’s Association (HOA) lots adjacent to major/minor thoroughfares and internal primary entrance roadways, shall be ornamental iron fences such as wrought iron or tubular steel. b. Fences constructed between residences may be wood. c. All wood privacy fencing between residences shall be at least six feet in height. Wood fencing shall be stained and sealed. d. Plastic and chain-link fencing is prohibited. e. Wood fencing of a uniform design shall be constructed along the rear or side lot lines to single-family homes that are adjacent to HOA common area lots. 9. A minimum of 15-foot-wide common area “east-west” tract with an associated minimum 10-foot wide sidewalk shall be owned and maintained by the HOA on the south side of the “Bungalows” connecting from Ferguson Road east to Bryant Elementary School. Exhibit C. 10. Private Amenities: a. The “Nature Area” shall be the centerpiece of the development. The intent is to designate a non-disturbance area to promote the natural flora and fauna of the area. This area will have some limited accessibility but is mostly reserved for passive enjoyment. b. The “Nature Pond” will serve two purpose: drainage and contextually sensitive nature area. The overall development’s detention requirements shall be focused in this location. The detention pond will be designed as a “wet pond” with a calculated “free board” detention function. A hiking trail and lookouts shall be incorporated into the design of the pond. c. There will be a dedicated “School Trail Route” which provides a safe yet direct route for elementary aged students (Section 9 above). The dedicated path is intended to encourage students to walk to the Bryant Elementary School and reducing local vehicle trips. This route shall include: i. Dedicated hike-bike trail 10’ concrete sidewalk ii. Canopy trees and landscaping iii. Decorative Benches iv. Decorative Trash receptacles d. A private “Amenity Center” facility shall be provided as part of the development. The Amenity Center facility shall include, at a minimum, the following: i. Swimming Pool ii. Restrooms iii. Picnic area e. All plans and specifications for the construction of such amenities and improvements must be reviewed and approved by the Director of Development Services or applicable designee. Developer shall receive credits against Parkland Dedication Fees as set forth in the Development Agreement. Given the open space and amenities provided, no Parkland Dedication shall be due. f. All sidewalks and barrier free ramps (BFR’s) shall be in accordance with the City of Anna Development Regulations and be ADA compliant. 11. Infrastructure Improvements: a. As shown on the General Development Plan (Exhibit C), the north-south right- of-way (ROW) (future Ferguson Parkway) that traverses between CR 371 through the subject property to the northern “east-west” arterial which connects to US 75 shall be a minimum of eighty feet) (80) feet wide of ROW and be constructed as a Minor Arterial. Exhibit D-1. b. As shown on the General Development Plan (Exhibit C), the east-west right-of- way (ROW) (future Road H) that traverses from the West Property Line to the East Property line through the center of the property shall be a minimum of sixty feet (60’) of ROW and be constructed as a residential collector. Exhibit D-2. c. As shown on the General Development Plan (Exhibit C), the east-west right-of- way (ROW) (future Street “S”) that traverses from the East Property line to future Ferguson Road shall be a minimum of sixty feet (60’) of ROW and be constructed as a residential collector. Exhibit D-3. 12. Private Improvements / Amenities: a. There is an elementary school site immediately east of the subject property. The School Trail Route shall be owned and maintained by the HOA on the south side of the “Cottages” connecting from Ferguson Road east to Bryant Elementary School. Exhibit C. b. A nature trail around the detention pond along the western property line shall be constructed by the Developer in an environmentally sensitive manner to allow for access to the pond while minimizing impacts to the natural landscape. c. A nature trail around the detention pond at the northeastern property line shall be constructed by the Developer in an environmentally sensitive manner to allow for access to the pond while minimizing impacts to the natural landscape. d. The Developer shall construct and maintain, via the Homeowner’s Association, an Amenity Center for the use and enjoyment of the residents of Bryant Park Heights. Amenity Center shall include, but not limited to, a swimming pool, restroom/changing facilities, picnic area and dedicated parking (including handicapped parking). e. Developer shall construct and maintain, via the Homeowner’s Association, various pocket parks and pet areas along the eastern property adjacent and in conjunction with the SFA- Cottage homes. f. The Developer shall construct and maintain, via the Homeowner’s Association, forty (40) additional guest parking spaces along the eastern property adjacent and in conjunction with the SFA-Cottage homes. ARTICE 9.04 ZONING ORDINANCE 1. Sec. 9.04.004 Definitions 2. Sec. 9.04.042 Site Design Requirements a. No Change b. No Change c. Single-Family and Two-Family Residential Standards 1) Building Articulation – At least four facade articulation techniques are required on each single-family or two-family dwelling to add variety and interest to a building. The following features are a partial list of acceptable techniques of exterior articulation, but others may also be proposed or utilized as part of a specific set of architectural designs plans. Exhibit I provides (for illustration purposes only) architectural styles proposed for the subject property. A. One of the following: •A base course or plinth course; •Banding, moldings, or stringcourses; •Quoins; •Oriels; •Cornices; •Arches; •Balconies; •Brackets; •Shutters; •Keystones; •Dormers; or •Louvers as part of the exterior wall construction. (Quoins and banding shall wrap around the corner of the structure for at least two feet.) B. Horizontal banding continues the length of the wall that faces a street or other similar highly visible areas. C. Front Porch of at least 20 square feet. D. No Change E. No Change 2) Roof Treatment. No change 3) Fenestration. No change. 4) Garages. On front entry garages, the face of a garage shall not: A. No Change B. Be over 80% of the total frontage width of a dwelling. Porches or columns are not considered part of the front elevation of the primary living area. 5) House Repetition. A. Within residential development, single-family and two-family dwellings with substantially identical exterior elevations can only repeat every four (4) lots when fronting the same right-of- way including both sides of the street. B. No Changes d. Multi-family Residential Standards. No change e. Townhome Unit and Single-Unit or Duplex Unit Park Standards. 1) Building Articulation. No change. A. No Change. B. No Change. C. Front porch of at least 24 square feet. D. The installation of at least one (1) coach lights. E. No Change 2) No Change. 3) No Change 4) No Change 5) Unit Repetition A. Single Family Attached Townhomes on which each unit of a multi-unit building is located upon an individually platted lot creates a unique design challenge and opportunity. B. Each Townhome Building shall have a maximum of 4 attached units on individually platted lots. C. The “end lots” for each multi-unit building shall have a sufficient side yard setback to provide a ten-foot (10’) building separation from the adjacent Townhome Building or to provide adequate site visibility at the intersection of two streets if the end unit is at the end of a block. D. Each Townhome Building shall have a comprehensive and cohesive architectural form in terms of color palette and articulation features as defined herein. E. No two individual but adjacent 4-Pack (or smaller) buildings shall be designed with substantially identical exterior elevations. F. The SFA-Cottages shall be exempt from any prohibition on repetition since this unit type faces a common landscaped courtyard and not a right-of-way, fire lane, or easement. The SFA-Cottages have a siding condition to the right-of-way. 3. Sec. 9.04.029 Residential Use-Specific Standards a. No Change b. No Change c. No Change. d. Townhome Unit and Single-Unit or Duplex Unit Park i. No Change ii. No Change iii. A Townhome Unit or Single-Unit or Duplex Unit Park shall provide the required amount of useable open space, per Table 21: Townhome Unit or Single-Unit or Duplex Unit Park Open Space Below. Number of Bedrooms Size 1 or less 300 square feet Each additional bedroom over 1 300 square feet 4. ZONING DISRICT AREA REGULATIONS Each lot type shall be developed in accordance with the area regulations contained in Table 1 below: SFD-Bungalow SFA-Cottage TH A TH B Maximum Height (feet)35 35 35 35 Side Yard, Interior (feet)5 0 0 0 Side Yard, Corner Lot, Street Side (feet) 10 10 10 10 Rear Yard (feet) from ROW 15 20 20 20 Rear Yard (feet) from fire lane / first floor 15 20 20 20 Rear Yard (feet) from fire lane / upper floors 15 15 15 15 Front Yard (feet)20 10 10 10 Lot Area (square feet)4000 2100 2000 2200 Min. Lot Width (feet)40 24 24 24 Min. Lot Depth (feet)90 80 80 85 Max. Lot Coverage (%)55%70% 75% 70% Minimum Building Size (square feet) 2000 2000 2000 2000 Maximum Building Size (square feet) 3600 2800 2800 3000 Min Masonry (%)50 25 25 25 5. Sec. 9.04.045 Landscaping 1) No Change 2) No Change 3) No Change 4) Residential Development A. No Change i. No Change ii. No Change iii. No Change iv. The following minimum standards apply as established in Table 27: Residential Planting Requirements. An applicant shall choose one of the three planting options. An applicant may plant the required canopy trees, ornamental trees, or a combination of canopy and ornamental trees specified in Table 27: Residential Planting Requirements. a) For the Urban Cottage Lots, the number of trees shall be calculated as per Table 27; however, the final tree planting shall be consistent with the Landscape Plan submitted by the Developer. The ultimate location and planting of the required number of trees shall be used to highlight the landscape courtyards, paseos, urban garden niches and other related areas. A conceptual landscape plan for the entire site shall be submitted with the first Preliminary Plat. b) The Landscape Plan for the area surrounding the Urban Cottages may also incorporate some of the required trees as indicated in Table 27 into the streetscape / landscape buffers / landscape setbacks / tree planting areas along the adjacent local street. c) Minor modifications: The Director of Development Services or his/her designee is authorized to administratively approve modifications to landscaping requirements necessitated by conflicting requirements for public or franchise utilities or drainage improvements. PROPOSED 120' R.O.W. MAJOR ARTERIAL FERGUSON PARKWAY80' R.O.W."OPEN SPACE NATURE SPACE" "COTTAGE PARK DOG PARK" "COTTAGE PARK DOG PARK" "DEDICATED HIKE-BIKE TRAIL / PEDESTRIAN ACCESS TO SCHOOL" "OPEN SPACE NATURE SPACE" "COMMUNITY POND" "AMENITY CENTER"EXISTING CR 371 TO BE ABANDONED ON THE WESTSIDE OF SUBJECT PROPERTY SOUTH OF STREET I30' RIGHT-OF-WAY DEDICATION FOR CR 371 MANTUA PARKWAY PLANNED 120' RIGHT-OF-WAY FEMA 100-YR FLOOD PLAIN 1234561110987121314151617181920212223242526272829303132331110987654321432424140393837363534333231302928272625242322212019181716151413121110987654311234567891012422332242152061971881791610151114121312345789131415161718192021222324252627282930313233343536373839404142444546474849505164323453463373283193010291128122713261425152416231722212011234567812345678910STREET A STREET BSTREET DSTREET DSTREET E STREET FSTREET HSTREET G STREET J STREET KSTREET LSTREET MSTREET NSTREET P STREET R STREET Q STREET TSTREET S ALLEY A ALLEY B ALLEY C ALLEY DALLEY EALLEY FSTREET O AACBDDEEFFFFGGHHII43214321432143214321432143214321432143214321432143214321432143214321432143214321432143214321432143214321STREET C22212019181716151413122322212019181716151413241110987654321121011125253545556585960611918234534633732831930102911281227132614251524162317222120119182345346337328319301029112812271326142515241623172221201191812345STREET I 50' R.O.W. MANTUA PARKWAY PLANNED 120' RIGHT-OF-WAY FERGUSON PARKWAY80' RIGHT-OF-WAY626364STREET HSTREET TPHASE 2 102 - TH-B 64 - BUNGALOWS PHASE 1 70 - TH-A 43 - TH-B 43 - BUNGALOWS PHASE 3 104 - COTTAGES 23 - BUNGALOWS Master Planning Civil Engineering Land Development 210 Adriatic Parkway, Suite 200 McKinney, TX 75072 Tel 469 424 5900 thesanchezgroup.biz Certificate of Registration No. F-8665 City Park Heights East ANNA, TEXAS LEGEND SFD - BUNGALOWS 40' X 100' TOWNHOMES - TH-A 24' x 100' TOWNHOMES - TH-B 24 X 85' MIN. 130 70 145 COTTAGES 24' X 92'104 EXHIBIT: "C-GENERAL DEVELOPMENT PLAN" SITE DATA TABLE AMENITY CENTER 4,230 SQ. FT. OPEN SPACE ±15.9 AC. ENLARGED HIKE-BIKE SCALE: N.T.S. CR 371 STATE HWY 5STATE HWY 75ROSAMOND PKWY SUBJECT TRACT LOCATION MAP SCALE: NTS FUTURE MAJORARTERIAL (120' ROW)FUTURE TAYLOR BOULEVARD (80' ROW) 2372' 3299' X XXCR 827PROPOSED AMENITY CENTER AND PARKING VETERANS MEMORIALFIRESTATION PARK PROPOSED REVISED FLOOD BOUNDARY Master Planning Civil Engineering Land Development 210 Adriatic Parkway, Suite 200 McKinney, TX 75072 Tel 469 424 5900 thesanchezgroup.biz Certificate of Registration No. F-8665 SCALE 1:1000 EXHIBIT: "D-1 ROADWAY DEDICATION TAYLOR BOULEVARD" CR 205 CR 281 CR 282 RIDGEVIEW SKYVIEW CR 286 CR 283 HIGHVIEW CR 284 W FM 455 ROSEWAY CR 288 W FM 455 W FM 455 COWAN RD COWAN RD CR 206 RIGSBY CR 971 FM 543CR 204CR 206CR 281CR 277CR 286CR 368CR 368CR 288W FM 455CR 216LAKE TRAILCR 209CR 209CR 971CR 285CR 827CR 937CR 286SITE LOCATION MAP SCALE: NTS ALIGNMENT OF OFFSITE TAYLOR BOULEVARD TO BE APPROVED BY CITY OF ANNA. 3298' FUTURE TAYLOR BOULEVARD (80' ROW) FUTURE MAJOR ARTERIAL (120' ROW) ±0.31 AC CR 827X XXPROPOSED AMENITY CENTER AND PARKING VETERANS MEMORIALFIRESTATION PARK PROPOSED REVISED FLOOD BOUNDARY Master Planning Civil Engineering Land Development 210 Adriatic Parkway, Suite 200 McKinney, TX 75072 Tel 469 424 5900 thesanchezgroup.biz Certificate of Registration No. F-8665 SCALE 1:1000 EXHIBIT: "D-2 ROADWAY DEDICATION WESTERN ARTERIAL" CR 205 CR 281 CR 282 RIDGEVIEW SKYVIEW CR 286 CR 283 HIGHVIEW CR 284 W FM 455 ROSEWAY CR 288 W FM 455 W FM 455 COWAN RD COWAN RD CR 206 RIGSBY CR 971 FM 543CR 204CR 206CR 281CR 277CR 286CR 368CR 368CR 288W FM 455CR 216LAKE TRAILCR 209CR 209CR 971CR 285CR 827CR 937CR 286SITE LOCATION MAP SCALE: NTS Project:Acres (Gross):4.2 Acres (Net):4.2 City Park Heights East FERGUSON PARKWAY City of Anna Collin County, Texas Lots:470.0 Client Name: Client #: ATTN:Job #:001 Prepared by: Sanchez & Associates, LLC Initials:DC Date: 2/27/2024 EARTHWORK / DEMOLITION AMOUNT UNIT UNIT COST COST Clearing, Grubbing & Stripping 4.2 AC. 4,000.00$ 16,800.00$ Unclassified Excavation Ferguson 5,000 CY 4.00$ 20,000.00$ 36,800.00$ EROSION CONTROL AMOUNT UNIT UNIT COST COST Reinforced Silt Fence 4,754 L.F.4.00$ 19,016.00$ Construction Entrance 1 EA. 5,000.00$ 5,000.00$ Bermuda Seeding 2,250 S.Y.5.00$ 11,250.00$ 35,266.00$ WATER AMOUNT UNIT UNIT COST COST 8" Water Line 240 L.F.75.00$ 18,000.00$ 8" Water Valve 6 EA. 2,000.00$ 12,000.00$ 16" Water Line 2,296 L.F.150.00$ 344,400.00$ 16" Water Valve 6 EA. 8,000.00$ 48,000.00$ Fittings (1ton/1000 lf of pipe)2.54 TON 15,000.00$ 38,040.00$ Fire Hydrants (with 6" Lead)6 EA. 7,000.00$ 42,000.00$ 16" x 6" Tee 6 EA. 3,500.00$ 21,000.00$ Connect to Existing 16" Water 1 EA. 2,000.00$ 2,000.00$ 16" x 8" Tee 2 EA. 4,500.00$ 9,000.00$ 16" x 8" Cross 2 EA. 5,500.00$ 11,000.00$ Testing (Water Pressure & Chlorination)2,536 L.F.2.50$ 6,340.00$ Trench Safety Plan 2,536 L.F.1.00$ 2,536.00$ 554,316.00$ STORM SEWER AMOUNT UNIT UNIT COST COST 21" RCP (Class III)411 L.F.95.00$ 39,045.00$ 4' Standard Storm Manhole 3 EA. 7,500.00$ 22,500.00$ Curb Inlet 10'6 EA. 7,500.00$ 45,000.00$ Trench Safety Plan 411 L.F.1.00$ 411.00$ 106,956.00$ PAVING AMOUNT UNIT UNIT COST COST Concrete Paving 8in Blvd.14,973 S.Y. 100.00$ 1,497,300.00$ Subgrade Preparation 14,973 S.Y.4.00$ 59,892.00$ Barrier Free Ramp 10 EA. 1,500.00$ 15,000.00$ Concrete Sidewalks 2,248 S.Y.45.00$ 101,160.00$ Lime (40# / S.Y.) 299.46 TON 190.00$ 56,897.40$ 1,730,249.40$ DESCRIPTION DESCRIPTION DESCRIPTION DESCRIPTION DESCRIPTION OTHER DEVELOPMENT FEES DESCRIPTION QUANTITY UNIT COST / UNIT TOTAL COST Pavement Striping and Marking (Ferguson) 2,250 L.F. 20.00$ 45,000.00$ Streetlights 6 EA. 3,000.00$ 18,000.00$ Inspection Fee (3.50% of Const. Costs) 1 L.S. 86,225.56$ 86,225.56$ Professional Fees (eng., LA, planning, surveying, etc.) 15% const. costs 1 L.S. 369,538.11$ 369,538.11$ Maint. Perfm, Pymt Bonds (Assume 3.5% of Const. Costs) 1 L.S. 86,225.56$ 86,225.56$ 604,989.23$ DESCRIPTION TOTAL COST 36,800.00$ 35,266.00$ Water 554,316.00$ 106,956.00$ 1,730,249.40$ 604,989.23$ 246,358.74$ GRAND TOTAL 3,314,935.37$ TOTAL COST PER ACRE =785,529.71$ TOTAL COST PER LOT = 7,053.05$ Assumptions: 2. Quantities are preliminary and subject to final approval of construction plans by the City of Anna. 3. The Client shall review and approve all quantities and unit prices prior to use of this OPC. 4. This OPC is not intended to serve as a comprehensive and complete analysis of all development and construction costs. Any items not specifically noted in this OPC shall be added by the Client. 5. Any quantities and/or unit prices left blank shall be completed by the Client. 6. All unit costs are based upon recent bid tabs for recent projects of similar size. 7. Based on a preliminary review of the record drawings and drainage patterns for the area, this OPC assumes that on-site detention will be required. 8. Construction management fees are not included. 9. This OPC assumes that relocation of any underground or overhead franchise utilities, other than specifically noted, on or adjacent to the site is not necessary or the client will budget for such accordingly. 10. This OPC assumes that no rock or similar material will be encountered during construction. 11. This OPC does not include any costs incurred for mitigation fees imposed by the USACE. (None anticipated at this time). 12. The unclassified excavation quantity assumes that 350 CY of earthwork moving will be required for each lot. 13. This OPC assumes 40 pound per square yard for lime. NOTE: Sanchez and Associates, LLC, does not have any control over the cost of labor, fuel or materials and therefore does not warrant or guarantee that the anticipated probable costs will not be different once a final design is complete and the project is put out to bid. Sanchez and Associates, LLC, has prepared this Opinion of Probable Cost based on information available for similar projects in North Texas. Paving Other Development Fees 1. This Opinion of Probable Cost (OPC) is generally based upon a land plan prepared by S&A in 2023. Erosion Control Contingencies (Assume 10% of Constr. Costs) Storm Sewer Earthwork Project:Acres (Gross):0.7 Acres (Net):0.7 City Park Heights East MANTUA PARKWAY City of Anna Collin County, Texas Lots:470.0 Client Name: Client #: ATTN:Job #:001 Prepared by: Sanchez & Associates, LLC Initials:CDR Date: 2/27/2024 EARTHWORK / DEMOLITION AMOUNT UNIT UNIT COST COST Clearing, Grubbing & Stripping 0.7 AC. 4,000.00$ 2,800.00$ Unclassified Excavation (assumes 350 yds/lot)1,000 CY 5.00$ 5,000.00$ 7,800.00$ EROSION CONTROL AMOUNT UNIT UNIT COST COST Reinforced Silt Fence 500 L.F.4.00$ 2,000.00$ Construction Entrance 1 EA. 5,000.00$ 5,000.00$ 7,000.00$ WATER AMOUNT UNIT UNIT COST COST 8" Water Line 500 L.F.80.00$ 40,000.00$ 8" Water Valve 2 EA. 2,500.00$ 5,000.00$ Fittings (1ton/1000 lf of pipe)0.50 TON 16,000.00$ 8,000.00$ Fire Hydrants (with 6" Lead)1 EA. 8,000.00$ 8,000.00$ 16" x 8" Cross 1 EA. 5,500.00$ 5,500.00$ Testing (Water Pressure & Chlorination)500 L.F.2.50$ 1,250.00$ Trench Safety Plan 500 L.F.1.00$ 500.00$ 73,750.00$ PAVING AMOUNT UNIT UNIT COST COST Concrete Paving 8in 1,925 S.Y. 100.00$ 192,500.00$ Subgrade Preparation 1,925 S.Y.4.00$ 7,700.00$ Barrier Free Ramp 1 EA. 1,500.00$ 1,500.00$ Concrete Sidewalks 260 S.Y.45.00$ 11,700.00$ Lime (40# / S.Y.) 38.50 TON 190.00$ 7,315.00$ 220,715.00$ OTHER DEVELOPMENT FEES DESCRIPTION QUANTITY UNIT COST / UNIT TOTAL COST Inspection Fee (3.50% of Const. Costs) 1 L.S. 10,824.28$ 10,824.28$ Professional Fees (eng., LA, planning, surveying, etc.) 15% const. costs 1 L.S. 46,389.75$ 46,389.75$ Maint. Perfm, Pymt Bonds (Assume 3.5% of Const. Costs)1 L.S. 10,824.28$ 10,824.28$ 68,038.30$ DESCRIPTION DESCRIPTION DESCRIPTION DESCRIPTION DESCRIPTION TOTAL COST 7,800.00$ 7,000.00$ Water 73,750.00$ 220,715.00$ 68,038.30$ 30,926.50$ GRAND TOTAL 408,229.80$ TOTAL COST PER ACRE =583,185.43$ TOTAL COST PER LOT = 868.57$ Assumptions: 2. Quantities are preliminary and subject to final approval of construction plans by the City of Anna. 3. The Client shall review and approve all quantities and unit prices prior to use of this OPC. 4. This OPC is not intended to serve as a comprehensive and complete analysis of all development and construction costs. Any items not specifically noted in this OPC shall be added by the Client. 5. Any quantities and/or unit prices left blank shall be completed by the Client. 6. All unit costs are based upon recent bid tabs for recent projects of similar size. 7. Based on a preliminary review of the record drawings and drainage patterns for the area, this OPC assumes that on-site detention will be required. 8. Construction management fees are not included. 9. This OPC assumes that relocation of any underground or overhead franchise utilities, other than specifically noted, on or adjacent to the site is not necessary or the client will budget for such accordingly. 10. This OPC assumes that no rock or similar material will be encountered during construction. 11. This OPC does not include any costs incurred for mitigation fees imposed by the USACE. (None anticipated at this time). 12. The unclassified excavation quantity assumes that 350 CY of earthwork moving will be required for each lot. 13. This OPC assumes 40 pound per square yard for lime. NOTE: Sanchez and Associates, LLC, does not have any control over the cost of labor, fuel or materials and therefore does not warrant or guarantee that the anticipated probable costs will not be different once a final design is complete and the project is put out to bid. Sanchez and Associates, LLC, has prepared this Opinion of Probable Cost based on information available for similar projects in North Texas. Earthwork Paving Other Development Fees 1. This Opinion of Probable Cost (OPC) is generally based upon a land plan prepared by S&A in 2023. Erosion Control Contingencies (Assume 10% of Constr. Costs) S 88°27'42" E 1636.24'S 01°39'52" W 676.15'S 01°38'41" W 780.77'N 00°29'33" E 1890.69'N 89°18'17" W 1076.69'COUNTY ROAD 371COUNTY ROAD 371N 02°07'06" E 421.14'EXISTING ZONING:NOT ANNEXED EXISTING LAND USE:VACANT PROPOSED ZONING:PD PLANNED DEVELOPMENT DISTRICT SITE DATA EXISTING ZONING:AG AGRICULTURE EXISTING LAND USE:VACANT SITE DATA EXISTING ZONING:PD-R RESIDENTIAL EXISTING LAND USE:VACANT SITE DATA EXISTING ZONING:PD-R RESIDENTIAL EXISTING LAND USE:VACANT SITE DATA EXISTING ZONING:SF-E EXISTING LAND USE:SCHOOL SITE DATA N 89°18'17" W 525.56'S 01°36'21" W 831.00'POINT OF BEGINNING EXISTING ZONING:NOT ANNEXED EXISTING LAND USE:HOMESTEAD SITE DATA EXISTING ZONING:NOT ANNEXED EXISTING LAND USE:VACANT SITE DATA Master Planning Civil Engineering Land Development 210 Adriatic Parkway, Suite 200 McKinney, TX 75072 Tel 469 424 5900 thesanchezgroup.biz Certificate of Registration No. F-8665 SCALE 1:400 EXHIBIT: "F-ANNEXATION" 16" WATER CONSTRUCTED AS A PART OF THE ANACAPRI PROJECT PROPOSED 16" WATER INCLUDED IN PROJECT FERGUSON PARKWAY END OF EXISTING 12" SANITARY SEWER LINE PROPOSED OFF-SITE SANITARY SEWER OPTION "A" LINE TO SERVICE SUBJECT PROPERTY SUBJECT PROPERTY PROPOSED OFF-SITE SANITARY SEWER OPTION "B" LINE TO SERVICE SUBJECT PROPERTY THE WOODS AT LINDSEY PLACE ANACAPRI Master Planning Civil Engineering Land Development 210 Adriatic Parkway, Suite 200 McKinney, TX 75072 Tel 469 424 5900 thesanchezgroup.biz Certificate of Registration No. F-8665 SCALE 1:600 EXHIBIT: "H - UTILITIES" This single-family home exudes a harmonious blend of classic charm and modern aesthetics, stretching comfortably across a 30-foot width. Its design is steeped in the modern farmhouse style, which is characterized by a warm and inviting atmosphere that brings to mind the simplicity and comfort of rural living combined with contemporary elements. The lower portion of the exterior walls is adorned with stone wainscot, providing a sturdy and timeless foundation that adds texture and depth to the facade. This natural stone element not only enhances the home's curb appeal but also acts as a durable protective layer. Above the stone wainscot, the home features vertical board and batten siding, a hallmark of farmhouse design. This siding choice contributes a rustic yet clean-lined look that's both visually striking and understated. The vertical lines of the board and batten add height and elegance to the home's profile. Adding to the home's distinct character, window shutters flank the windows, offering a traditional touch as well as practical benefits. These shutters can provide privacy, control over natural lighting, and protection against the elements, while also contributing to the overall aesthetic with their color and style. A standout feature of this residence is the metal roof that crowns the garage. The sleek and durable metal roof not only provides long- lasting protection but also complements the modern farmhouse theme with its industrial flair. The contrast between the metal roof and the more traditional elements of the home creates a visually appealing dynamic that's both fresh and familiar. Overall, this 30-foot wide single-family home balances the pastoral allure of farmhouse design with modern sensibilities, resulting in a living space that's as stylish as it is welcoming. The combination of stone, metal, and wood materials along with the functional shutters provides a multi-textured appearance that's both grounded in tradition and aligned with contemporary trends. Exhibit I: Architectural Style (for illustration purposes only) This 30-foot wide single-family home is a beautiful representation of transitional architecture, where the warmth of traditional design meets the clean lines of contemporary style. The facade features a handsome brick exterior, providing a classic and durable base with a timeless appeal. The brickwork adds depth and character to the home, setting the stage for a blend of styles that complement the overall design. A subtle transition to stucco at the second floor introduces a modern touch, offering a smooth and refined contrast to the textured brick. This stucco band encapsulates the transitional nature of the home, seamlessly integrating the traditional lower facade with the contemporary elements above, without overwhelming the design. The residence is crowned with a high-pitched gable roof that gives the home an impressive profile and a sense of grandeur. This architectural choice not only adds to the visual interest but also allows for a spacious interior with high ceilings. The steep slopes of the gable roof create an inviting aesthetic reminiscent of classic homes, yet the execution remains clean and modern. A metal awning over the front door provides a sleek and functional accent, protecting visitors from the elements while adding a contemporary edge. Headers over the windows and the garage door further enhance the home's elegance, framing these features with a touch of sophistication that unifies the transitional theme. The combination of these elements—brick, stucco, and metal—results in a cohesive and attractive home that bridges the past and present with style and grace. Exhibit I: Architectural Style (for illustration purposes only) This 30-foot wide single-family home artfully embodies the Modern Prairie style, characterized by horizontal lines and a connection to the earth. A significant design feature is the high brick watertable that reaches past the second floor, grounding the home with a substantial and textured presence. The warm brickwork provides a nod to the natural elements that are central to Prairie architecture. Above, a metal awning roof shelters the front door, introducing a modern element that contrasts with the traditional brick. This sleek canopy not only serves a practical function but also enhances the home's contemporary aesthetic. A header over the garage door adds a refined touch, contrasting the rustic brick with its polished finish. The second floor is clad in horizontal siding, maintaining the home's linear motif and contributing to the modern interpretation of the Prairie style. This feature lightens the visual weight of the brick and complements the home's broad, hipped roof, which completes the design with a sense of enclosure and protection. The overall effect is a harmonious blend of the Prairie School's organic influence with modern design elements. The high brick watertable, metal awning, brick accents, and horizontal siding come together to create a residence that is both rooted in tradition and refreshingly contemporary, offering a serene and stylish place to call home. Exhibit I: Architectural Style (for illustration purposes only) This 4-unit townhouse development elegantly combines modern farmhouse style with urban practicality. The lower exterior features a dual wainscot of stone and brick, providing not only a durable base but also a rich, textural contrast that is both visually striking and reminiscent of classic farmhouse architecture. Metal awnings over the first floor windows and doors introduce an industrial element, offering weather protection while complementing the vertical board and bat ten siding above. This siding choice, with its clean vertical lines, adds a contemporary twist to the traditional aesthetic and draws the eye upward to the second story. The second floor is adorned with window shutters, enhancing the farmhouse charm and providing residents with additional priva cy and control over their home's natural lighting. The shutters balance form and function, adding to the townhouse's rustic yet refined appearance. Topping off the design are the metal roof dormers, which not only add architectural interest to the roofline but also invite ample daylight into the upper living spaces. These dormers reflect the metal details below, tying together the modern and traditional elements into a cohesive and inviting residential development. Exhibit I: Architectural Style (for illustration purposes only) Exhibit I: Architectural Style (for illustration purposes only) This architecturally distinct 4-unit townhouse exemplifies the Modern Prairie style with its strong horizontal lines and integration of natural materials. A defining feature is the high brick watertable that extends past the second floor, creating a visual anchor and adding a layer of texture and warmth. The brick's rich earth tones and du rability pay homage to the organic foundations of Prairie design while providing a modern, urban edge. The end units boast a striking metal roof, adding an industrial yet sleek counterpoint to the traditional brick below. This m etallic element not only reinforces the townhouse's contemporary credentials but also provides a durable and weather-resistant covering. Central to the front elevation, a metal canopy stretches over the first -floor windows and the center front entry doors, offering both shelter and a touch of modern sophistication. Above the brick watertable, the second floor features horizontal siding, reinforcing the horizontal emphasis typical of Prairie architecture and contri buting to the building's streamlined appearance. This choice of siding balances the solidity of the brick with a lighter, more modern material that complements the overall design narrative. A gently sloping hipped roof caps the townhouses, mirroring the broad, flat expanses of the Prairie landscape and contributin g to the sense of horizontality that is key to this architectural style. The roof's overhanging eaves extend beyond the walls, providing protection from the elements and emphasizing the clean, geometric lines that are characteristic of the Modern Prairie aesthetic. Exhibit I: Architectural Style (for illustration purposes only) This 30-foot wide single-family home stands as a striking example of transitional architecture, effortlessly blending the timeless appeal of traditional materials with the streamlined aesthetics of contemporary design. The facade is distinguished by richly textured brickwork, imbuing the structure with depth and enduring charm. This c lassic foundation is elegantly juxtaposed with a modern touch of stucco at the second floor, creating a refined contrast that highlights the home's layered design. Atop the home, high-pitched gable roofs command attention, their steep slopes adding a dramatic element to the home's silhouette . These roofs not only enhance the structure's visual appeal but also contribute to a spacious interior, allowing for vaulted ceilings and ample natural light. The prominence of the high -pitched gable roofs is a nod to traditional architecture, yet their clean, sharp lines resonate with modern sensibilities. A contemporary metal awning over the front door adds a practical yet stylish feature, offering shelter with a minimalist flai r. Complementing this, headers above the windows and garage door inject an element of sophistication, framing these openings with precision and elegance. These details, when combined with the distinct transition from brick to stucco and the striking gable roofs, culminate in a home that embodies the essence of transitional style—harmoniously fusing the old with the new. Page 1 of 6 CITY OF ANNA Planning & Zoning Commission March 4, 2024 Zoning: City Park Heights East Applicant: Revocable Collins Family Trust DESCRIPTION: Provide feedback on a request for a Pre-Annexation Agreement of 470 single family dwellings, attached & detached with multiple common area lots located on 60± acres generally located on both sides of Ferguson Parkway on the north side of County Road 731 and on the south side of future Mantua Parkway. REMARKS: A request for a Pre-Annexation Development Agreement (PADA) has been received for the subject property. Prior to City Council review of the PADA, staff recommended that the Applicant present to the Planning & Zoning Commission to provide feedback on the proposed development. The request is most similar to the Mixed-Density Residential (MD) District. The MD District provides medium-density residential development with diversified housing choices. This district encourages a mix of single-family and two-family residential uses and incentivizes community amenities to form compact, accessible, and walkable neighborhoods. The Planned Development (PD) district is intended to provide for combining and mixing of uses allowed in various districts with appropriate regulations and to permit flexibility in the use and design of land and buildings in situations where modification of specific provisions of this Article is not contrary to its intent and purpose or significantly inconsistent with the planning on which it is based and will not be harmful to the community. A Planned Development (PD) district may be used to permit new and innovative concepts in land utilization. While great flexibility is given to provide special restrictions that will allow development not otherwise permitted, procedures are established to prevent misuse of the increased flexibility. A Subject Property (Exhibit A), Development Standards (Exhibit B) and General Plan (Exhibit C) and Architectural Styles (Exhibit I) accompanies this request. Surrounding Land Uses and Zoning North Vacant land located in the ETJ East Bryant Elementary School and vacant land located in the ETJ Page 2 of 6 South Across CR 371, vacant land zoned PD (Anacapri, Phase 3; Ord. No. 887-2020) West Across CR 371, vacant land zoned AG Conformance with the Anna 2050 Comprehensive Plan The Anna 2050 Future Land Use Plan identifies this area as Ranching & Agricultural, Cluster Residential, and Parks & Open Space place types. The Ranching & Agricultural place type states that Cluster Residential may be appropriate when preservation of open space is included. The proposed land uses of Single-family dwellings, attached and detached are in conformance with the Cluster Residential place type. Townhome units are not in conformance with the Cluster Residential place type. ISSUES: Interpretation of Sec. 9.04.042 and Sec. 9.04.029. Staff recommends that language be added to clarify that Single-Family Dwellings, Attached are required to follow the Site Design Requirements for Townhome Units as amended and require a specified acreage of open space rather than requiring open space only for Townhome Units. This recommendation stems from the Zoning Ordinance's definitions that define Single-Family Dwellings, Attached and Townhome Units as two distinct uses. Single-Family Dwelling, Attached A dwelling that is part of a structure containing three or more dwellings, each designed and constructed for occupancy by one family, with each dwelling unit attached by a common wall to another, in which each dwelling is located on a separate platted lot. Townhome Unit A dwelling that is part of a structure containing three or more dwellings, each designed and constructed for occupancy by one family, with each dwelling unit attached by a common wall to another, in which each dwelling is located on a parcel of land or lot under one ownership. SF-A Cottages Fire Lane Page 3 of 6 The applicant is proposing SF-A Cottages in which the driveways are accessed by a "Fire Lane" rather than a public street. Article 9.02 (Subdivision Regulations) requires every lot to front a public street. If the SF-A cottages are Townhome Units on one lot, then it would meet the frontage requirement. Townhome Units are permitted by right in the Multi-Family (MF) District and by Specific Use Permit in the Mixed Use District but are not permitted in the MD District. Lot Area The applicant is proposing lot areas less than would be permitted in the MD District. Proposed Lot Area (square feet): SFD-Bungalow SFA-Cottage TH A TH B 4,000 2,100 2,000 2,200 MD District Requirements (square feet): Single-family detached Single-family attached/Two-family 4,500 2,400/dwelling unit PROPOSED ENHANCEMENTS: Minimum building size The applicant is proposing minimum building sizes that exceed previous zoning regulations. Hike & Bike Trail to Elementary School The applicant is proposing an enhanced hike & bike trail to connect the development to Bryant Elementary School. Dedicated off-street parking The applicant is proposing 40 off-street parking spaces in proximity to the SFA- Cottages. Page 4 of 6 Page 5 of 6 Page 6 of 6 SUMMARY: Provide feedback for a Pre-Annexation Agreement of 470 single family dwellings, attached & detached with multiple common area lots located on 60± acres generally located on both sides of Ferguson Parkway on the north side of County Road 731 and on the south side of future Mantua Parkway. The request for MD zoning is in conformance with the Cluster Residential place type within the Anna 2050 Future Land Use Plan. The Townhome Units land use, as defined in the Zoning Ordinance, are not in conformance with the Cluster Residential place type. RECOMMENDATION: Please provide your thoughts on the proposed development. Item No. 7.e. City Council Agenda Staff Report Meeting Date: 4/23/2024 Staff Contact: Lauren Mecke AGENDA ITEM: Consider/Discuss/Action on a Resolution approving a Pre-Annexation Development Agreement of 432 single family dwellings, attached, park, and civic center on 204± acres located at the intersection of County Road 285 and County Road 827. (Planning Manager Lauren Mecke) SUMMARY: The applicant is requesting to enter into a Pre-annexation agreement with the city in order to adopt development regulations and development standards for 204± acres located at the intersection of County Road 285 and County Road 827. The request is utilizing the Mixed-Density Residential (MD) District. The MD District provides medium-density residential development with diversified housing choices. This district encourages a mix of single-family and two-family residential uses and incentivizes community amenities to form compact, accessible, and walkable neighborhoods. The Planned Development (PD) district is intended to provide for combining and mixing of uses allowed in various districts with appropriate regulations and to permit flexibility in the use and design of land and buildings in situations where modification of specific provisions of this Article is not contrary to its intent and purpose or significantly inconsistent with the planning on which it is based and will not be harmful to the community. A Planned Development (PD) district may be used to permit new and innovative concepts in land utilization. While great flexibility is given to provide special restrictions that will allow development not otherwise permitted, procedures are established to prevent misuse of the increased flexibility. Surrounding Land Uses and Zoning North Single-family dwellings and vacant land located in the ETJ East Vacant land located in the ETJ South Across East Fork Trinity River and Hurricane Creek, single-family dwellings and vacant land located in the ETJ West Vacant land located in the ETJ Conformance with the Anna 2050 Comprehensive Plan The Anna 2050 Future Land Use Plan identifies this area as Ranching & Agricultural and Parks & Open Space place types. The Ranching & Agricultural place type states that Cluster Residential may be appropriate when preservation of open space is included. The proposed land uses of Single-family dwellings, attached and detached are in conformance with the Cluster Residential place type. Townhome units are not in conformance with the Cluster Residential place type. ISSUES: Interpretation of Sec. 9.04.042 and Sec. 9.04.029. Staff recommends that language be added to clarify that Single-Family Dwellings, Attached are required to follow the Site Design Requirements for Townhome Units as amended and require a specified acreage of open space rather than requiring open space only for Townhome Units. This recommendation stems from the Zoning Ordinance's definitions that define Single-Family Dwellings, Attached and Townhome Units as two distinct uses. Single-Family Dwelling, Attached A dwelling that is part of a structure containing three or more dwellings, each designed and constructed for occupancy by one family, with each dwelling unit attached by a common wall to another, in which each dwelling is located on a separate platted lot. Townhome Unit A dwelling that is part of a structure containing three or more dwellings, each designed and constructed for occupancy by one family, with each dwelling unit attached by a common wall to another, in which each dwelling is located on a parcel of land or lot under one ownership. SF-A Cottages Fire Lane The applicant is proposing SF-A Cottages in which the driveways are accessed by a "Fire Lane" rather than a public street. Article 9.02 (Subdivision Regulations) requires every lot to front a public street. If the SF-A cottages are Townhome Units on one lot, then it would meet the frontage requirement. Townhome Units are permitted by right in the Multi-Family (MF) District and by Specific Use Permit in the Mixed Use District but are not permitted in the MD District. Lot Area The applicant is proposing lot areas less than would be permitted in the MD District. Proposed Lot Area (square feet): SFD-Bungalow SFA-Cottage TH 4,000 2,100 2,000 MD District Requirements (square feet): Single-family detached Single-family attached/Two-family 4,500 2,400/dwelling unit Adequacy of streets and access In accordance with the Subdivision Regulations, the proposed plan would require 14 entrances. The layout currently has four. Sec. 9.02.081. Streets (c) Adequacy Of Streets and Thoroughfares (4) Approach Streets and Access …. All residential subdivisions, with the exception of multifamily dwellings and single-unit or duplex unit park developments, shall provide no less than one entrance for each 50 lots including stubs for future development and in no case shall have more than 150 lots for each connection to an existing street. PROPOSED ENHANCEMENTS: Minimum building size & lot width The applicant is proposing minimum building sizes that exceed previous zoning regulations and increased lot widths from the current MD District. Park land dedication and Civic Center (fire station) The applicant is proposing to preserve land for park land dedication with park improvements and a civic center. Dedicated off-street parking The applicant is proposing off-street parking spaces in proximity to the SFA-Cottages. SUMMARY: Pre-Annexation Agreement of 432 single-family dwellings detached, 275 single-single family dwellings, attached, park land, and civic center lots on 204± acres located at the intersection of County Road 285 and County Road 827. Located within the Extraterritorial Jurisdiction (ETJ). The request for MD zoning is in conformance with the Cluster Residential place type within the Anna 2050 Future Land Use Plan if an equivalent amount of land is preserved for open space. The Townhome Units land use, as defined in the Zoning Ordinance, are not in conformance with the Cluster Residential place type. FINANCIAL IMPACT: This item has no direct financial impact. However, annexation of the property will make it subject to City of Anna property taxes. Properties located in the Extraterritorial Jurisdiction (ETJ) are not taxed by the City. BACKGROUND: The applicant made an informal presentation to the Planning & Zoning Commission on April 1, 2024. The Planning & Zoning Commission provided comments regarding the development. The Commission was opposed to reducing the building repetition requirements. STRATEGIC CONNECTIONS: This item supports the City of Anna Strategic Plan, specifically advancing the strategic outcome area: Unique. ATTACHMENTS: 1. Resolution (PADA) City Park Heights West 2. Exhibit 1 (PADA) City Park Heights West 3. Exhibit A - Subject Property 4. Exhibit B - Dev Standards 5. Exhibit C - General Development Plan 6. Exhibit D-1 - Roadway Dedication Taylor Boulevard 7. Exhibit D-2 - Roadway Dedication Western Arterial 8. Exhibit E-1 - Roadway Improvement Taylor Boulevard 9. Exhibit E-2 - Roadway Improvement Western Arterial 10. Exhibit E-3 - Off-Site Water Line Improvement 11. Exhibit F - Annexation 12. Exhibit H - Utilites 13. Exhibit I - Architectural Styles-Midtown Descriptions 14. Exhibit X - Water Line Major Arterial 15. Exhibit X - Water Line Taylor Boulevard 16. PZ - STAFF REPORT (Pre-Annex) City Park Heights West CITY OF ANNA, TEXAS RESOLUTION NO. A RESOLUTION OF THE CITY OF ANNA, TEXAS APPROVING THE WOODLAND ESTATES DEVELOPMENT AGREEMENT WITH ANNA 204 PARTNERS LP RELATING TO DEVELOPMENT OF PROPERTY FOR A SINGLE-FAMILY PLANNED DEVELOPMENT WHEREAS, approximately 204± acres of real property located in and/or near the municipal boundaries of the City, in Collin County, Texas is intended to be developed as a single-family planned development (the “Property”); and WHEREAS, the City intends that the Property be developed in accordance with the City Park Heights West Pre-Annexation Development Agreement, attached hereto as Exhibit 1; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ANNA, TEXAS THAT: Section 1. Recitals Incorporated. The recitals above are incorporated herein as if set forth in full for all purposes. Section 2. Approval and Authority to Execute The City Council hereby approves the City Park Heights West Pre-Annexation Development Agreement, attached hereto as Exhibit 1, and authorizes the Mayor’s or the City Manager’s execution of the same. The Mayor or City Manager are hereby authorized to execute all documents and take all other actions necessary to finalize, act under, and enforce the Development Agreement. PASSED by the City Council of the City of Anna, Texas, on this 23rd day of April 2024. ATTESTED: APPROVED: ________________________________ _________________________ Carrie L. Land, City Secretary Nate Pike, Mayor CITY PARK HEIGHTS WEST DEVELOPMENT AGREEMENT – Page 1 CITY PARK HEIGHTS WEST DEVELOPMENT AGREEMENT This CITY PARK HEIGHTS WEST Development Agreement (this "Agreement") is entered into by and between the CITY OF ANNA, TEXAS, a home-rule municipality (the "City") and ANNA 204 PARTNERS LP, A DELAWARE LIMITED PARTNERSHIP. (its successors and assigns, "Developer"), to be effective as of April 23, 2024 (the "Effective Date"). ARTICLE I RECITALS WHEREAS, certain terms used in these recitals are defined in Article 2; and WHEREAS, Developer owns or is under contract to purchase approximately 204 acres of real property located within Collin County, Texas (the "County"), which property is described by metes and bounds on Exhibit A ("Property") attached hereto and incorporated herein by reference; and WHEREAS, the Property is located wholly within the extraterritorial jurisdiction ("ETJ") of the City; and WHEREAS, the Property is located entirely within the certificated area of the City’s water CCN (No. 12976) and sewer CCN (No. 20898); and WHEREAS, Developer desires to develop the Property pursuant to mutually agreeable governing regulations; and WHEREAS, Developer anticipates commencing development on the Property as a residential development following the Date of Acquisition (defined herein) and the adoption of an ordinance by the City annexing the Property in accordance with the terms of this Agreement; and WHEREAS, the Developer and the City are sometimes collectively referenced in this Agreement as the "Parties," or, each individually, as a "Party"; and WHEREAS, except as otherwise 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 conflict with the terms of this Agreement; and WHEREAS, the Parties desire for the design, construction, and financing of certain public infrastructure necessary to serve the Property and other properties in the vicinity of the Property that will benefit the City and the public; and WHEREAS, the Parties have the authority to enter into this Agreement including, but not limited to, the authority granted by Section 212.172 of the Texas Local Government Code; NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties agree as follows: CITY PARK HEIGHTS WEST DEVELOPMENT AGREEMENT – Page 2 ARTICLE II DEFINITIONS Unless the context indicates otherwise, the following terms shall have the meanings hereinafter set forth: Building Codes has the meaning ascribed to that term in Section 3.1(f). Business Day shall mean a day that is not a Saturday, Sunday or official holiday in the State of Texas. All other references to “days” hereunder shall mean calendar days. Capital Improvement(s) shall have the meaning provided in Chapter 395, Texas Local Government Code. Capital Improvement Costs means Construction Costs for Capital Improvements. Capital Improvements Plan (“CIP”) means all capital improvements plan(s) duly adopted by the City under Chapter 395, Texas Local Government Code, as may be updated or amended from time to time. CCN means a certificate of convenience and necessity issued by the Texas Public Utility Commission or its predecessor or successor agency pursuant to Chapter 13, Texas Water Code. City means the City of Anna, a home rule municipality located in Collin County, Texas. City Code means the Anna City Code of Ordinances. 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 Regulations mean City Code provisions, ordinances, design standards, uniform codes, and other ordinances or regulations duly adopted by the City Council, as modified by the Governing Regulations. Construction Costs means any contributions, dedications or costs or fees actually paid by the Developer for infrastructure improvements, as applicable, including without limitation the costs related to engineering, design, surveying, permitting, construction, inspection, materials, supplies, labor, testing, financing, off-site, third-party property/easement acquisitions, and all costs related in any manner to such infrastructure improvements as approved by the City’s Engineer; however, the cost of off-site, third-party property/easement acquisitions obtained by the City pursuant to Section 4.7, if any, 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 mutually agreed upon by the Parties, and Eminent Domain Fees. CITY PARK HEIGHTS WEST DEVELOPMENT AGREEMENT – Page 3 Date of Acquisition means the date that Developer or its assignee acquires the Property, at which time this Agreement shall become effective and filed in the Real Property Records of Collin County, Texas. Developer means Anna 204 Partners, LP, a Delaware Entity its successors and assigns. Developer Improvements means the Roadway Dedication and the Roadway Improvements, to the extent shown in the current Master Thoroughfare Plan, Water System Master Plan, Wastewater System Master Plan, or formally added to these plans in accordance with this Agreement. Development means new development on the Property that is the subject of this Agreement. Development Regulations has the meaning ascribed to that term in Section 3.1(d). Effective Date has the meaning ascribed to that term in the first paragraph. Governing Regulations has the meaning ascribed to that term in Section 3.1. Impact Fees means those roadway impact fees, water impact fees, and wastewater impact fees assessed and charged against the Property or the Project in accordance with Chapter 395 of the Texas Local Government Code and as defined therein, including without limitation those impact fees paid by or on behalf of any owner, builder or contractor. For the avoidance of doubt, the term “Impact Fees” when capitalized in this Agreement shall not include water impact fees. Impact Fee Accounts means the interest-bearing Impact Fee deposit accounts maintained by the City pursuant to Section 395.024, Texas Local Government Code, as amended. For clarity, the term “Impact Fee Accounts” for purposes of this Agreement shall only include accounts in which roadway Impact Fees and wastewater Impact Fees are deposited and shall not include accounts in which water Impact Fees are deposited. Impact Fee Reimbursement(s) means direct payments from the Impact Fee Accounts to reimburse Capital Improvement Costs that the City requires Developer to construct pursuant to this Agreement or otherwise. Municipal Services means all services provided by the City as of the Effective Date and those which may be provided in the future, including, without limitation, water, sewer, roadway, drainage, solid-waste collection, fire protection, and law enforcement. Notice means any notice required or contemplated by this Agreement (or otherwise given in connection with this Agreement). Off-Site Water Facilities means those offsite water facilities identified in Exhibit H. Project means Developer’s proposed development of the Property with single family residential uses including not to exceed 755 residential lots. See Exhibit C. Property means the real property described by metes and bounds on Exhibit A. CITY PARK HEIGHTS WEST DEVELOPMENT AGREEMENT – Page 4 Property Public Infrastructure means all public infrastructure constructed to serve the development within the Property, including but not limited to water, sewer, drainage, and roadway infrastructure; sidewalks, streetlights, signage and other streetscape improvements. Roadway Dedication means the dedication of approximately +/-4.71 acres for the Roadway Improvements in the general location for future Taylor Boulevard (major arterial) and future “North- South Major Arterial” (future major arterial depicted on Exhibits D-1 and D-2. Roadway Improvements (future Taylor Boulevard) means approximately +/-2,372 linear feet (on- site) and +/-3,299 linear feet (off-site) of 8-inch (8”) thick concrete pavement of two (2) lanes of Taylor Boulevard from the western property line of the subject property to a point +/-5,671 feet east, and a six foot (6’) wide sidewalk along the south side of such road improvements, including without limitation associated right-of-way preparation, grading, erosion control, paving excavation, drainage (e.g., storm sewer pipe, inlets, junction boxes, and headwalls, as applicable), curbs, striping, and any other improvements related to the same, as applicable, as generally depicted on Exhibit E-1 and generally in accordance with the final design/construction plans for the same. Roadway Improvements (future “North-South Major Arterial”) means approximately +/-500 linear feet (+/-0.31 acres) of 8-inch (8”) thick concrete pavement, which will constitute a Major Arterial on the Subject Property’s northwestern property and a five foot (5’) wide sidewalk along the east side of such road improvements, including without limitation associated right-of-way preparation, grading, erosion control, paving excavation, drainage (e.g., storm sewer pipe, inlets, junction boxes, and headwalls, as applicable), curbs, striping, and any other improvements related to the same, as applicable, as generally depicted on Exhibit E-2 and generally in accordance with the final design/construction plans for the same. Roadway Improvements Costs has the meaning ascribed to that term in Section 4.5(d). Sign Ordinance has the meaning ascribed to that term in Section 3.1(c). Subdivision Regulations has the meaning ascribed to that term in Section 3.1(a). Term has the meaning ascribed to that term in Article IX. Zoning Ordinance has the meaning ascribed to that term in Section 3.1(b). ARTICLE III DEVELOPMENT REGULATIONS 3.1 Governing Regulations. Development of the Property shall be governed by the following regulations (collectively, the "Governing Regulations," all of which are incorporated into this Agreement as if set forth in full): (a) City Code, Article 9.02, the subdivision regulations of the City, in effect on the Effective Date (the "Subdivision Regulations"); CITY PARK HEIGHTS WEST DEVELOPMENT AGREEMENT – Page 5 (b) except as amended by the Development Regulations (defined below), the comprehensive zoning ordinance of the City, in effect on the Effective Date (the "Zoning Ordinance"); (c) City Code, Article 9.05, in effect on the Effective Date (the "Sign Ordinance"); (d) the development regulations for the Property set forth on Exhibit B, including the Illustrative Layout / General Development Plan (Exhibit C) attached thereto (except as otherwise set forth in Section 3.3 in the event of conflicts) (the "Development Regulations"); (e) upon annexation pursuant to Section 5.1, the uniform building codes, as amended from time to time, including any local amendments thereto adopted by the City (the "Building Codes"). The term "Building Codes," as applied to a particular building shall mean the Building Codes in effect on the date the first application is filed for a building permit for the building in question. For the avoidance of doubt, the Building Codes shall only apply to the Property from and after annexation of the Property. As it relates solely to Property Public Infrastructure for any given phase of the Project—notwithstanding any provision of this Agreement—the applicable construction standards (including, without limitation, the 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 such phase containing the Property Public Infrastructure in question; and (f) except as set forth in this Agreement to the contrary, any other applicable provisions of Chapter 4 (Building Regulations), Chapter 6 (Fire Prevention and Protection), Chapter 9 (Planning and Development Regulations), Chapter 12 (Utilities) and Appendix A (Fee Schedule) of the City Code. The Governing Regulations are the controlling development regulations for development of the Property, and no other City Regulations, rules, standards, policies, orders, guidelines, or other City-adopted or City-enforced requirements of any kind (including but not limited to any moratorium adopted by the City) apply to the use or development of the Property to the extent such regulations or requirements are in conflict with the Governing Regulations or this Agreement. The Governing Regulations are considered part of this Agreement and are incorporated herein by reference for all purposes. 3.2 Compliance with City Regulations. It is expressly understood that the City Regulations (as amended by the Governing Regulations and this Agreement) as applicable to the Property and its use and development, include but are not limited to any such City Regulations (as amended by the Governing Regulations and this Agreement) that were affected by the passage of Texas H.B. 2439, 86(R), codified as Chapter 3000 of the Texas Government Code (“Materials and Methods Regulations”) all of which are incorporated herein as if set forth in full; except as may be amended by the approval and adoption of amended Planned Development District Standards; provided, however, to the extent of any conflict between the requirements of the Materials and Methods Regulations and the requirements of this Agreement, this Agreement shall control and CITY PARK HEIGHTS WEST DEVELOPMENT AGREEMENT – Page 6 the Materials and Methods Regulations shall not be applicable to the development of the Property to the extent of any conflict with the terms of this Agreement. 3.3 Conflicts. In the event of any conflict between the Development Regulations and the Zoning Ordinance, Sign Ordinance, or Building Codes, the Development Regulations contained herein shall control. In the event of a conflict between the Governing Regulations and the City Regulations, the Governing Regulations shall control. In the event of any 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, unless otherwise agreed by the Parties, this Agreement shall control. In the event of any conflict between the Illustrative Layout / General Development Plan (Exhibit C) and the remainder of the Development Regulations in Exhibit B, the remainder of the Development Regulations in Exhibit B shall control. In the event of any conflict between any future Concept Plan and the Development Regulations in Exhibit B, the Development Regulations in Exhibit B shall control (except for modifications to the Illustrative Layout / General Development Plan (Exhibit C) that are allowed pursuant to the terms of the Development Regulations and/or Zoning Ordinance). ARTICLE IV UTILITIES; PUBLIC INFRASTRUCTURE 4.1 Generally. Except as otherwise expressly provided for in this Agreement, Developer shall provide all on-site Property Public Infrastructure necessary for the Development, including streets, utilities, drainage, sidewalks, street lighting, street signage, and all other required improvements, at no cost to the City except as provided herein or otherwise required pursuant to applicable law, 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 Property 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, which notice shall not be unreasonably withheld, conditioned or delayed. 4.2 Sanitary Sewer Facilities. (a) Generally. Developer is responsible for the design, installation, and construction in a good and workmanlike manner of all on-site sanitary sewer improvements minimally necessary to serve the Project (“Sewer Facilities”). The design of Sewer Facilities shall be in accordance with the City Regulations and approved by the City in advance of the construction of same. Subject to the City’s obligations under Section 4.7, Developer shall be responsible for the acquisition of any easements and other property acquisitions necessary for the Sanitary Sewer Facilities (the size and extent of each such easement or other property interest to be approved by the City) for all development upon and within the Property. The locations of said easements or other property interests shall be approved by the City’s engineer as part of the platting process. CITY PARK HEIGHTS WEST DEVELOPMENT AGREEMENT – Page 7 4.3 Water Facilities. (a) Generally. Developer is responsible for the design, installation, and construction of all on-site water improvements minimally necessary to serve the Project (“Water Facilities”). The design of the Water Facilities shall be in accordance with the City Regulations and approved by the City in advance of the construction of the same. Subject to the City’s obligations under Section 4.7, Developer shall be responsible for the acquisition of any easements and other property acquisitions necessary for the Water Facilities (the size and extent of each such easement or other property interest to be approved by the City) for all development upon and within the Property. The locations of said easements or other property interests shall be approved by the City’s engineer as part of the platting process. (b) Off-Site Water Facilities. Developer shall be required to construct and fund off-site water facilities or improvements for development of the Property. The cost for the off-site water facilities shall be reimbursed either through Impact Fee Reimbursements, the approved PID, a reimbursement of utility tap fees, or a combination of these sources. (c) Amendment to CIP. The City agrees that it will take all required actions to amend the City’s Capital Improvements Plan to include all the costs for the off-site water Improvements (“Water CIP Amendment”) within six (6) months of the Effective Date, including without limitation the City Council’s consideration and final action of the same. Developer shall have no responsibility for any costs associated with the Water CIP Amendment. (d)Exhibit H: Utilities illustrates the location of Off-Site Water Facilities. There is approximately +/-5,730 linear feet of off-site 12” water line in future Taylor Boulevard. This line will connect to another “north-south” 12” water line of approximately +/- 3,998 linear feet which will connect to the City’s main water trunk line. Lastly, there is approximately +/-315 linear feet of 12” water line located adjacent to the north-south arterial. See Exhibit H. Although it is anticipated that the developments to the northeast will provide utility “stub-outs” to the closer to the subject property, the timing is unknown. Therefore, the City and the Developer hereby agree to coordinate with the adjacent development to expedite the major off-site trunk water facilities. The Developer will make reasonable efforts to coordinate with the adjacent property owners and land developers to acquire easements and/or expedite the construction of the water facilities; however, in the event that the Developer is unsuccessful, the City shall participate in expediting the off- site water facilities. (e) The anticipated cost for the off-site water facilities is $1,100,000 as shown in Exhibit E-3. 4.4 Water and Sewer Services. (a) Generally. The City represents and confirms that it currently has and reasonably expects to continue to have the capacity to provide continuous and adequate retail water and sewer service to the Property at times and in capacities sufficient to meet CITY PARK HEIGHTS WEST DEVELOPMENT AGREEMENT – Page 8 the service demands of the Project as it is developed. Upon acceptance of the Water Facilities and Sewer Facilities, the City shall operate said facilities to serve the Project and use them to provide service to all customers within the Project at the same rates as similar projects located within the City as otherwise required by State law as the holder of the CCNs covering the Property. (b) Sewer Service. From and after the Date of Acquisition, the City shall be the retail provider of wastewater service to the Property. If the City is at any time unable or unwilling to provide adequate wastewater treatment capacity for the Property for development permitted under this Agreement, the City agrees and consents to (1) Developer taking all actions necessary to procure additional wastewater capacity from another source to resolve the deficiency and, if unsuccessful in such procurement, Developer taking all actions necessary to remove the City as the retail provider of wastewater service to the Property; (2) allowing the un-served portion of the Property to be served by an alternative retail provider to the extent required to resolve any deficiency, including, but not limited to, a wastewater treatment plant; and (3) Developer’s discharge permit application to the TCEQ if a municipal utility district or other district will serve as the alternative retail provider of wastewater service to any portion of the Property. Notwithstanding the foregoing, if a professional engineer who holds a license issued under Chapter 1001, Texas Occupations Code, certifies that the City is capable of providing continuous and adequate wastewater service to all or any portion of the Property, the City will be required to do so. (c) Water Service. From and after the Date of Acquisition, the City shall be the retail provider of water service to the Property. If the City is at any time unable or unwilling to provide adequate water treatment capacity to the Property for development permitted under this Agreement, the City agrees and consents to (1) Developer taking all actions necessary to procure additional water capacity from another source to resolve the deficiency and, if unsuccessful in such procurement, Developer taking all actions necessary to remove the City as the retail provider of water service to the Property; and (2) allowing the un-served portion of the Property to be served by an alternative retail provider to the extent required to resolve any deficiency. Notwithstanding the foregoing, if a professional engineer who holds a license issued under Chapter 1001, Texas Occupations Code, certifies that the City is capable of providing continuous and adequate water service to all or any portion of the Property, the City will be required to do so. Water wells other than water wells currently part of the City’s water system may be used, subject to any applicable state rules and regulations, as a potable water supply for the Property if the City is unable or unwilling to provide retail water service to the Property. 4.5 Roadway Facilities. (a) Generally. Developer is responsible for the design, installation, and construction in a good and workmanlike manner of all on-site roadway facilities necessary to serve the Project (“Roadway Facilities”) in accordance with the City Regulations. The design of the Roadway Facilities shall be approved by the City in advance of the construction of same. CITY PARK HEIGHTS WEST DEVELOPMENT AGREEMENT – Page 9 (b) Roadway Dedication and Roadway Improvements. Developer agrees to (1) provide the Roadway Dedication; and (2) subject to the City’s obligations under Section 4.7, cause the design and construction of and fund or cause to be funded the Roadway Improvements, and shall be entitled to reimbursement for such Roadway Improvements, including Right-Of-Way dedication, either through Impact Fee Reimbursements, a Public Improvement District as described in Section 4.8, or a combination of these sources. The design and civil engineering for the Roadway Improvements shall be commenced by or on behalf of Developer within 90 days of the Effective Date. Developer shall commence or cause the commencement of onsite construction of the Roadway Improvements within 12 months of the Effective Date. The substantial completion of construction of the Roadway Improvements shall occur within 36 months of the Effective Date and shall occur before or substantially concurrent with the City’s acceptance of the Property Public Infrastructure for the first phase of the Development. If the completion of construction of the Roadway Improvements is not complete within said 36-month period, the City may withhold any and all building permits for construction of residences until said construction of the Roadway Improvements has been completed and accepted by the City. Other than the Roadway Improvements, Developer shall not be required to construct or fund any off-site roadway facilities or improvements for development of the Property. For purposes of this Section 4.5(b) “commencement of onsite construction” shall mean when Developer or any affiliate or entity related to Developer has executed a construction contract and has mobilized the equipment and machinery on-site that is reasonably necessary to commence construction of the Roadway Improvements. (c) City Cost Participation of Roadway Improvements. (1) As of the Effective Date, the Parties anticipate that the Roadway Improvements Costs for Taylor Boulevard will be equal to or less than $4,900,000.00. Notwithstanding any statement to the contrary herein, if at the time Developer receives full design plans and construction bids for the Roadway Improvements and the estimate of the Roadway Improvements Costs exceeds $4,900,000.00(which exceeds the total estimated Impact Fee Reimbursement for such Roadway Improvements), the Parties agree to either (1) enter into a new agreement or amend this Agreement to provide for a different mechanism whereby the City will reimburse Developer for any Roadway Improvements Costs that exceed $4,900,000.00; or (2) amend this Agreement to reduce the scope of said Roadway Improvements in order to lower the total Roadway Improvements Costs equal to or below $4,900,000.00. See for reference Exhibit E- 1: Taylor Boulevard Opinion of Probable Cost Summary. (2) As of the Effective Date, the Parties anticipate that the Roadway Improvement Costs for the North-South Major Arterial will be equal to or less than $790,000.00. Notwithstanding any statement to the contrary herein, if at the time Developer receives full design plans and construction bids for the Roadway Improvements and the estimate of the Roadway Improvements Costs exceeds $790,000.00 CITY PARK HEIGHTS WEST DEVELOPMENT AGREEMENT – Page 10 (which exceeds the total estimated Impact Fee Reimbursement for such Roadway Improvements), the Parties agree to either (1) enter into a new agreement or amend this Agreement to provide for a different mechanism whereby the City will reimburse Developer for any Roadway Improvements Costs for said Roadway Improvements that exceed $790,000.00 or (2) amend this Agreement to reduce the scope of said Roadway Improvements in order to lower the total Roadway Improvements Costs equal to or below $790,000.00. See for reference Exhibit E-2 North South Arterial Opinion of Probable Cost Summary. (d) Documentation of Roadway Improvements Costs. Once Developer fully completes the Roadway Improvements, and before the City has accepted the Roadway Improvements after inspection, Developer shall provide the City Manager with documentation evidencing the Capital Improvement Costs for the Roadway Improvements, including without limitation the fair market value of the Roadway Dedication (the "Roadway Improvements Costs"). The “Roadway Improvement Costs shall include the costs for civil engineering, surveying, platting, grading, pavement, associated stormwater system, associated sidewalks, associated landscaping (including trees, sod, irrigation), associated traffic management and signage, and incidentals such as SWPPP, bonds, pro- rated project management, and other related construction fees. The City Manager shall review said documentation (the "Roadway Improvements Costs Documentation") and shall approve or deny the Roadway Improvements Costs within fifteen (15) Business Days of receipt thereof (which approvals shall not be unreasonably withheld, conditioned or delayed) or a longer period of time if the City Manager reasonably requests additional evidence of the Roadway Improvements Costs. If the City Manager denies any Roadway Improvements Costs, the City Manager shall provide Developer with a detailed explanation as to the reasons for denial and a description of the additional information needed. Developer may resubmit any costs and additional information for costs that are denied. If the City Manager takes no action within thirty (30) calendar days of Developer’s initial submittal of the Roadway Improvements Costs, the Roadway Improvements Costs shall be deemed automatically approved. Upon approval (or deemed approval) of the Roadway Improvements Costs, the City shall issue a written acceptance letter to Developer, which shall signify final acceptance by the City of the Roadway Improvements and Roadway Dedication. Notwithstanding the foregoing or any other provisions of this Agreement, the Roadway Improvements Costs or any portion thereof shall not be deemed approved unless the Developer includes on the first page of the Roadway Improvements Costs Documentation a statement in bold, underlined, fully-capitalized lettering in at least 12- point sized font stating: “IF THE CITY MANAGER TAKES NO ACTION WITHIN THIRTY CALENDAR DAYS OF THE SUBMITTAL OF THIS ROADWAY IMPROVEMENTS COSTS DOCUMENTATION, THEN THE ROADWAY IMPROVEMENTS COSTS SHALL BE DEEMED TO BE AUTOMATICALLY APPROVED.” (e) The City agrees to cooperate with Developer (or its representatives) to facilitate the alignment of future Taylor Boulevard as shown on the Illustrative Layout / General Development Plan (Exhibit C) included with the Development Regulations. CITY PARK HEIGHTS WEST DEVELOPMENT AGREEMENT – Page 11 (f) The City agrees to cooperate with the Developer (or its representative) to facilitate the alignment of the future “north-south” major arterial at the northwestern quadrant of the Property as shown on the Illustrative Layout / General Development Plan (Exhibit C) included with the Development Regulations. City Agrees that Developer shall retain the “naming rights” to the north-south arterial. 4.6 Construction, Inspection, and Ownership. (a) Construction Bidding. The Parties acknowledge that construction of the Developer Improvements and Property Public Infrastructure are not subject to competitive bidding requirements under applicable law. Notwithstanding any other provision of this Agreement: (1) the City’s level of participation in funding any costs under this Agreement shall not exceed 30 percent of the total contracted price of such improvements or infrastructure exclusive of costs for any oversizing of improvements required by the City (including but not limited to increased capacity of improvements to anticipate other future development in the area); and/or (2) at least one-third of such cost is to be paid by or through special assessments levied on property that will benefit from the improvements. (b) Performance Bond, Payment Bond and Other Security. For each construction contract for all or any part of the Developer Improvements and the Property Public Infrastructure, the contractor for such improvements, as applicable, must execute a performance bond in favor of the City and a payment bond for the construction and work covered by those contracts, which bonds shall be in accordance with Texas Government Code, Chapter 2253 and applicable City Regulations. For each construction contract for all or any part of the Developer Improvements and the Property Public Infrastructure, Developer or the contractor for such improvements further must execute a maintenance bond in accordance with applicable City Regulations that guarantee the costs of any repairs which may become necessary to any part of the construction work performed in connection with the Developer Improvements and/or the Property Public Infrastructure, arising from defective workmanship or materials used therein, for a full period of two (2) years from the date of final acceptance of the Developer Improvements and/or Property Public Infrastructure constructed under such contract. (c) Inspections and Acceptance of Developer Improvements and Property Public Infrastructure. The City shall inspect, as required by City Regulations, the construction of all Developer Improvements and any Property Public Infrastructure necessary to support the proposed development within the Property, including water, sanitary sewer, drainage, and streets. The City's inspections shall not release the Developer from its responsibility to construct, or cause the construction of, adequate Developer Improvements and Property 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 this Agreement if the City temporarily withholds City utility services as to any portion of the Development until all Property Public Infrastructure necessary to serve such portion of the Development is properly constructed according to the approved engineering plans and City Regulations, and until such Property Public Infrastructure has been dedicated to and accepted by the City, which acceptance shall not be unreasonably withheld, conditioned or CITY PARK HEIGHTS WEST DEVELOPMENT AGREEMENT – Page 12 delayed. Notwithstanding the foregoing, the City may not withhold utility services to a portion of the Development if all necessary infrastructure has been properly constructed and accepted by the City for such portion of the Development, even if infrastructure for other portions of the Development have not yet been completed. For the avoidance of doubt, the Parties intend that the Development may be constructed in phases and Developer is only required to construct such Property Public Infrastructure necessary to serve each phase, respectively. From and after the inspection and acceptance by the City of the Property Public Infrastructure and any other dedications required under this Agreement, such improvements and dedications shall be owned by the City. Acceptance of the Developer Improvements and Property Public Infrastructure by the City shall not be unreasonably withheld, conditioned, or delayed, and shall be evidenced in a writing issued by the City Manager or his or her designee. Upon acceptance of the Property Public Infrastructure or any portion thereof by the City, the City shall, at all times thereafter, maintain and operate the accepted improvements in good condition and working order in compliance with all applicable laws and ordinances and all applicable regulations, rules, policies, standards, and orders of any governmental entity with jurisdiction over same. (d) Phasing. The Property (including the Property Public Infrastructure to serve the same) may be developed in phases and Developer may submit or cause to be submitted a plat for all or any portions of the Property in accordance with the Governing Regulations. The Developer Improvements may also be completed and accepted in phases. (e) Insurance. Developer and/or the general contractor(s) for construction of the Developer Improvements and the Property Public Infrastructure shall acquire and maintain, during the period of time when any of the Developer Improvements and Property Public Infrastructure are under construction (and until the full and final completion of such Developer Improvements and/or Property Public Infrastructure, as applicable, 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 $1,000,000.00. Such insurance shall also cover any and all claims which might arise out of the Developer Improvements and/or Property Public Infrastructure construction contracts, as applicable, 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-l" 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 construction contracts for the Developer Improvements and/or Property Public Infrastructure, as applicable, Developer shall provide or cause to be provided to the City certificates of insurance evidencing such insurance coverage, 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 of the same, the City shall receive written notice of such cancellation. For the avoidance of doubt, if the insurance required pursuant to this subsection is acquired and maintained by a contractor, such insurance provided by the contractor shall be sufficient CITY PARK HEIGHTS WEST DEVELOPMENT AGREEMENT – Page 13 (and Developer shall not be required to obtain duplicate insurance that is already provided by a contractor). (f) INDEMNIFICATION and HOLD HARMLESS. THE DEVELOPER, INCLUDING ITS RESPECTIVE SUCCESSORS AND ASSIGNS, HEREBY COVENANT AND AGREE TO RELEASE, DEFEND, HOLD HARMLESS, AND INDEMNIFY THE CITY AND ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ALL THIRD-PARTY CLAIMS, SUITS, JUDGMENTS, DAMAGES, AND DEMANDS AGAINST THE CITY, WHETHER REAL OR ASSERTED INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEY'S FEES AND RELATED EXPENSES, EXPERT WITNESS FEES, CONSULTANT FEES, AND OTHER COSTS (TOGETHER, "CLAIMS"), ARISING OUT OF THE NEGLIGENCE OF THE DEVELOPER, INCLUDING THE NEGLIGENCE OF ITS RESPECTIVE EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, MATERIAL MEN, AND AGENTS (EACH A “DEVELOPER PARTY”), IN CONNECTION WITH THE DESIGN OR CONSTRUCTION OF ANY DEVELOPER IMPROVEMENTS, PROPERTY PUBLIC INFRASTRUCTURE, STRUCTURES, OR OTHER FACILITIES OR IMPROVEMENTS THAT ARE REQUIRED UNDER THIS AGREEMENT; 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. NOTWITHSTANDING THE FOREGOING, THE DEVELOPER SHALL NOT, HOWEVER, BE REQUIRED TO INDEMNIFY THE CITY AGAINST CLAIMS CAUSED BY THE CITY'S SOLE NEGLIGENCE OR WILLFUL MISCONDUCT, AND IF THE CITY INCURS CLAIMS THAT ARE CAUSED BY THE CONCURRENT NEGLIGENCE AND/OR FAULT OF THE DEVELOPER OR A DEVELOPER PARTY 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 IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS. 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 THE DEVELOPER’S MISREPRESENTATION TO THE CITY OF ITS OWNERSHIP, TRANSFER OR CONVEYANCE OF ANY PORTION OF THE PROPERTY. AT NO TIME SHALL THE CITY HAVE ANY CONTROL OVER OR CHARGE OF THE DESIGN, CONSTRUCTION OR INSTALLATION OF ANY IMPROVEMENTS CONSTRUCTED OR CAUSED TO BE CONSTRUCTED BY DEVELOPER NOR THE MEANS, METHODS, TECHNIQUES, SEQUENCES OR PROCEDURES UTILIZED FOR SAID DESIGN, CONSTRUCTION OR INSTALLATION. THIS AGREEMENT DOES NOT CREATE A JOINT ENTERPRISE BETWEEN THE CITY AND DEVELOPER. CITY PARK HEIGHTS WEST DEVELOPMENT AGREEMENT – Page 14 4.7 Eminent Domain. Developer agrees to use reasonable efforts to obtain all third-party rights-of-way, consents, or easements, if any, required for the Developer Improvements and the Property Public Infrastructure. If, however, Developer is unable to obtain such third-party rights-of-way, consents, or easements within sixty (60) days of commencing efforts to obtain the needed easements and right-of-way, the City agrees to take reasonable steps to secure same (subject to City Council authorization after a finding of public necessity) through the use of the City's power of eminent domain. Developer shall be responsible for funding all reasonable and necessary legal proceeding/litigation costs, attorney's fees and related expenses, and appraiser and expert witness fees (collectively, "Eminent Domain Fees") paid or incurred by the City in the exercise of its eminent domain powers 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 Developer Improvements and the Property Public Infrastructure, as applicable, 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 fifteen (15) Business Days after written notice from the City. Any unused escrow funds will be refunded to Developer within thirty (30) calendar 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. Notwithstanding anything to the contrary in this Agreement, the Developer shall not be required to fund or construct any Developer Improvements or Property Public Infrastructure that Developer or the City are unable to secure required third-party rights-of-way, consents, or easements for in connection with the obligations of the Parties in this Section 4.7. Further, the Parties agree to cooperate in any future amendments to this Agreement needed to enable Developer to provide necessary Property Public Infrastructure to the Property. 4.8 Impact Fee Reimbursement; Public Improvement District (PID); Oversizing (a) Impact Fee Reimbursement. (1) City shall reimburse Developer for the major Roadway Improvements (Taylor Boulevard), North-South Major Arterial and Off-Site Utilities (both water and sanitary sewer) from available funds from the Impact Fee Accounts as the primary reimbursement mechanism. (2) If the City has no available funds in the Impact Fee Accounts or cannot Amend the CIP within the specified timeline as described herein, the City may utilize other reimbursement sources including without limitation the Public Improvement District. (3) Impact Fees for each phase of the Project shall be assessed and collected at the rates adopted by the City Council at the time such fees are collected and otherwise in accordance with applicable law. CITY PARK HEIGHTS WEST DEVELOPMENT AGREEMENT – Page 15 In accordance with state law, the City shall collect Impact Fees from the Property and place such collected Impact Fees in separate and clearly identifiable interest-bearing Impact Fee Accounts for the benefit of the Developer. (4) Developer shall be entitled to Impact Fee Reimbursement for all Capital Improvement Costs borne by the Developer. The City hereby confirms and represents that all of the Developer Improvements are or shall be Capital Improvements and are eligible for and entitled to Impact Fee Reimbursement hereunder. The City shall reimburse Developer up to the total Roadway Improvements Costs and off-site utility costs (both water and sanitary sewer costs), each in the aggregate, on a quarterly basis from the Impact Fees collected as described in subsection (1) above. The City shall provide the Impact Fee Reimbursement to Developer and the Impact Fee Reimbursement shall carry forward until the Roadway Improvements Costs and off-site utility costs (both water and sanitary sewer costs) have been reimbursed in full. (5) Further, Developer shall be entitled to Impact Fee Reimbursement to fully compensate Developer for all other Capital Improvement Costs incurred due to requirements made by the City, if any, in connection with the Project in addition to costs incurred for the Developer Improvements. (b) Public Improvement District (PID) (1) City and Developer agree in principle to fund certain infrastructure and other improvements for the subject Property pursuant to the establishment of a Public Improvement District (“PID”) after full annexation of the Property and upon the terms and conditions to be mutually agreed upon and documented within ninety (90) days of Developer’s closing on the Property. Upon the approval and adoption of the PID, which shall have boundaries that are coterminous with the boundaries of the Property, all on-site utility and roadway improvements that specially benefit the Property shall be considered reimbursable from the PID. (2) To the extent that they specially benefit the Property, Off-site Utilities and/or major Roadway Improvements (Taylor Boulevard and North-South Major Arterial) shall be reimbursable through the PID only as a final reimbursement source in the event the Developer has not been fully reimbursed through Impact Fee Reimbursement. (c) Infrastructure Oversizing. The Parties agree that if the City requires Developer to construct or fund any Property Public Infrastructure so that it is oversized to provide a benefit to land outside the Property (“Oversized Public Infrastructure”), then the CITY PARK HEIGHTS WEST DEVELOPMENT AGREEMENT – Page 16 City shall be solely responsible for all reasonable costs attributable to oversized portions of the Oversized Public Infrastructure to the extent not already credited, reimbursed or otherwise funded by the City or to be financed by a PID (including Construction Costs attributable to oversized portions of the Oversized Public Infrastructure which shall be considered reasonable costs) (“Oversize Costs”) and shall provide payment(s) to Developer to cover the costs of the same. The payment(s) to Developer for the Oversize Costs shall be paid as the Oversized Public Infrastructure is completed (which may be completed in phases corresponding with the phases of the Development). The City shall make a payment to Developer or its assignee for any Oversize Costs within thirty (30) days of receipt of any invoices for the same subject to City Manager approval of such costs in the same manner set forth in Section 4.5(d). The “Oversize Costs” shall be determined by calculating the difference between the cost without the oversizing and the cost with the oversizing using the contractor’s construction line-item budgets as the foundation to perform such calculations. All other related costs (civil engineering, surveying, plating, etc.) shall be calculated as a percentage and included in the “Oversize Costs” for reimbursement purposes. 4.9 Satisfaction of Park Development Fees; No Park Development Fees Due. (a) The City agrees that the provision of open space and amenities generally consistent with the open space plan attached hereto as Exhibit C shall fully satisfy and provide a credit against the park development fees required pursuant to City Code, Chapter 9, Section 9.02.135(c)(4). Therefore, no park development fees shall be due or required for development of the Property. The open space and amenities may be constructed and installed in phases corresponding with separate phases of the Development and may be privately owned and maintained by a property owners’ association. All trails must be accessible and open to the public at all times except when temporarily closed for necessary maintenance or repair. For the avoidance of doubt, the remaining open space area(s) and amenities located within such areas may be reserved for private use, at the Property owner’s sole discretion. (b) Developer is proposing to dedicate +/- 14 acres at the northwest corner of the subject property for municipal and related uses. Developer anticipates that the City may use the facility for a future fire station, future park or future features such as a Veteran’s Memorial. In the event, that the City does use some or all of the +/-14 acres for a Veteran’s Memorial, Developer shall commit up to $250,000 toward the design and implementation of such a project. (c) Developer shall design and construct (at Developer’s cost) hike and bike trails depicted in Exhibit C. (d) Developer shall design and construct (at Developer’s Cost) an Amenity Center on the subject property (Exhibit C) to include swimming facility, restrooms, parking, picnic equipment and shade structure so as to provide an active park and recreational area for the residents of the proposed development. CITY PARK HEIGHTS WEST DEVELOPMENT AGREEMENT – Page 17 4.10 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 Anna 204 Partners LP, a Delaware Limited Partnership., and the payment/remittance shall be sent or delivered to the following address: Anna 204 Partners LP, a Delaware Entity, located at 301 E. Virginia Street, Suite 304, McKinney, Texas 75069 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. 4.11 Approvals. 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, its engineer, employees, officers or agents for the accuracy and competency of their design and specifications. Further, any such approvals shall not be deemed to be an assumption of such responsibility and liability by the City for any defect in the design and specifications prepared by Developer's engineer(s), its officers, agents, servants or employees, it being the intent of the Parties that approval by the City's engineer or other representative signifies the City's approval on only the general design concept of the improvements to be constructed and that the design plans and specifications meet the requirements of the City Regulations. ARTICLE V ANNEXATION AND ZONING 5.1 Annexation. Pursuant to Subchapter C-3, Chapter 43, Texas Local Government Code, this Agreement, as of the Date of Acquisition, shall constitute Developer’s agreement to petition for the voluntary annexation of the Property into the corporate limits of the City. Developer (or its assignee) shall submit an annexation petition to the City on the City’s standard form, attached hereto as Exhibit F (the “Annexation Petition”) within thirty (30) days after the Date of Acquisition. Upon the City’s request, Developer shall further execute and supply any and all instruments and/or other documentation reasonably necessary for the City to legally annex the Property. The City shall, in accordance with applicable statutory requirements, take all steps necessary to complete the annexation of the Property within ninety (90) days following the date that Developer submits the Annexation Petition. Should the City fail to complete the annexation of the Property in accordance with this Agreement, Developer shall have the right to terminate this Agreement with notice to the City and, upon such termination, the Property shall be immune to involuntary annexation by the City for a period of thirty (30) years thereafter regardless of any change in the law governing municipal annexation. The above-referenced annexation is authorized under Texas Local Government Code Chapter 43, Subchapter C-3. To the extent said Subchapter C-3 is amended in the future or its requirements are modified by any future legislative act, the Parties agree to take all reasonable steps to meet any additional requirements to allow for the above-referenced annexation provided that the terms and conditions of this paragraph have been met in order for the City to perform an annexation as intended under this Agreement. This Agreement is a development agreement under Section 212.172, Texas Local Government Code. Any owner(s) of the Property are not required to enter into this Agreement. The annexation CITY PARK HEIGHTS WEST DEVELOPMENT AGREEMENT – Page 18 procedures described in plain language in this Agreement require the consent of the owner(s) of Property, which consent is conditionally provided under this Agreement as set forth above. The Parties acknowledge and agree that this Agreement shall satisfy the written disclosure requirements under Section 212.172(b-1) of the Texas Local Government Code. 5.2 Services. Pursuant to Section 43.0672, Texas Local Government Code, this Agreement shall further constitute an agreement for the provision of services to the Property. Immediately upon the annexation of the Property, the Property and its residents shall be entitled to receive all Municipal Services on the same terms and at the same rates as then provided within the City and without discrimination. 5.3 Zoning. Within thirty (30) days following the adoption of an ordinance approving the annexation of the Property pursuant to Section 5.1, the City shall consider zoning the Property as a planned development district with regulations identical to those in the Development Regulations (including the concept plan attached as an exhibit to the Development Regulations); however, regardless of how the City zones the Property, Developer, its successors and assigns, may develop and use the Property in accordance with the Development Regulations and the Zoning Ordinance (as amended by the Development Regulations) and all other terms of this Agreement, and no conflicting zoning regulations shall apply to the Property. All applicable City ordinance requirements that reference the City’s Zoning Ordinance or compliance with zoning regulations or the City’s comprehensive plan (including the City’s master thoroughfare plan) shall be interpreted to mean compliance with the Development Regulations. Subject to the terms herein, Developer hereby expressly consents and agrees to the aforementioned zoning of the Property consistent with the Development Regulations and Developer shall not be required to submit a formal zoning application or pay related fees in order for the City to proceed with zoning the Property as contemplated by this Agreement. Any such zoning of the Property shall otherwise be in accordance with all procedures set forth in the applicable City Regulations. ARTICLE VI EVENTS OF DEFAULT; REMEDIES 6.1 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 less than thirty (30) days (or any longer time period to the extent expressly stated in this Agreement as it 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, (a) 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; and (b) 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. 6.2 Remedies. As compensation for the other party's default, an aggrieved Party may seek specific performance of the other party's obligations under this Agreement. Notwithstanding CITY PARK HEIGHTS WEST DEVELOPMENT AGREEMENT – Page 19 the foregoing, however, no default under this Agreement shall: (a) entitle the City to terminate this Agreement or to suspend performance under this Agreement (except as otherwise expressly set forth in this Agreement); or (b) adversely affect or impair the current or future obligations of the City to provide water, sewer and other Municipal Services to the Property in accordance with applicable law. Notwithstanding the foregoing or any other provision of this Agreement, the City may withhold City utility services as to any portion of the Development until all Property Public Infrastructure necessary to serve such portion of the Development is properly constructed according to the approved engineering plans and City Regulations, and until such Property Public Infrastructure has been dedicated to and accepted by the City, which acceptance shall not be unreasonably withheld, conditioned or delayed. ARTICLE VII ASSIGNMENT; ENCUMBRANCE 7.1 Assignment. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the Parties hereto. This Agreement may be assigned, in whole or in part, to (i) an entity that is or will become a future owner of all or a portion of the Property; (ii) any affiliate or related entity of the Developer; or (iii) any lien holder on the Property, without the prior written consent of the City, but upon written notice to the City. Any reimbursement or receivables due under this Agreement (e.g., the Impact Fee Reimbursement) or any reimbursement agreement may be assigned by the Developer, in whole or in part, without the prior consent of the City, but upon written notice to the City pursuant to Section 7.4 of this Agreement (and upon such an assignment of reimbursement or receivables, the City will pay the reimbursement directly to the assignee unless otherwise notified in writing). Except as provided in the two preceding sentences, this Agreement shall not be assigned by Developer without the prior written consent of the City Manager of the City, which consent shall not be unreasonably withheld, conditioned or delayed if the assignee demonstrates financial ability to perform. An assignee shall be considered a "Party" for the purposes of this Agreement. Each assignment shall be in writing executed by Developer and the assignee and shall obligate the assignee to be bound by this Agreement to the extent this Agreement applies or relates to the obligations, rights, title, or interests being assigned. 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. 7.2 Assignees as Parties. An assignee authorized in accordance with this Agreement and for which notice of assignment has been provided in accordance with Section 7.4 of this Agreement shall be considered a "Party" for the purposes of this Agreement. 7.3 Third-Party Beneficiaries. Subject to Section 7.4 of this Agreement, this Agreement only inures to the benefit of, and may only be enforced by, the Parties. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, 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. CITY PARK HEIGHTS WEST DEVELOPMENT AGREEMENT – Page 20 7.4 Notice of Assignment. The following requirements shall apply in the event that the Developer assigns or transfers this Agreement, or any part thereof and/or any of its rights or benefits under this Agreement: (a) the Developer must provide written notice to the City to the extent required under Section 7.1 within ten (10) Business Days after any assignment, or transfer; (b) said notice must describe the extent to which any rights or benefits under this Agreement have been assigned, transferred, or otherwise conveyed; (c) said notice must state the name, mailing address, and electronic mail information of the person(s) that have acquired any rights or benefits as a result of any such assignment, transfer or other conveyance; and (d) said notice must be signed by a duly authorized person representing the Developer and a duly authorized representative of the person(s) or entit(ies) that acquired any rights or benefits as a result of the assignment, transfer or other conveyance. ARTICLE VIII RECORDATION AND ESTOPPEL CERTIFICATES 8.1 Binding Obligations. This Agreement and all amendments thereto and assignments hereof shall be recorded in the property records of Collin County, Texas upon the Date of Acquisition. From and after the Date of Acquisition, this Agreement binds and constitutes a covenant running with the Property and 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. 8.2 Estoppel Certificates. From time to time upon written request of the Developer or any future owner or lienholder, and upon the payment to the City of a $100.00 fee, the City Manager, or his/her designee will, in his or her official capacity and to his or her reasonable knowledge and belief, execute a written estoppel certificate, which shall include, but not necessarily be limited to, statements that this Agreement is in full force and effect without default (or if default exists, the nature of default and curative action, which should be undertaken to cure same), the remaining Term of this Agreement, and such other matters reasonably requested by the party to receive the certificate. ARTICLE IX TERM Unless otherwise extended by mutual agreement of the Parties, the term of this Agreement shall be twenty-five (25) years after the Effective Date (“Term”); however, if Developer or its assignee has not acquired ownership of the Property within 90 days of the Effective Date, this Agreement shall automatically terminate, be null and void and of no further force or effect. This Agreement and all of the rights, duties and obligations herein shall be subject to and conditioned on Developer or its assignee acquiring fee simple title to the Property within 90 days of the Effective Date. For the avoidance of doubt, the aforementioned condition shall be satisfied if Anna CITY PARK HEIGHTS WEST DEVELOPMENT AGREEMENT – Page 21 204 Partners, LP, a Delaware Entity or its assignee (who from and after such assignment would be considered the Developer under this Agreement) acquires the Property. This Agreement shall be held in escrow until the Date of Acquisition, at which time this Agreement shall be effective and filed in the Real Property Records of Collin County, Texas. ARTICLE X GENERAL PROVISIONS 10.1 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. 10.2 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 (a) when personally delivered (with confirmation of receipt); (b) one (1) day after deposit if sent by by recognized courier service and sent via overnight courier for next day delivery with receipt of delivery; or (c) 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: Attn: City Manager City of Anna, Texas 120 W. 7th Street 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: Anna 204 Partners, LP, a Delaware Entity Attn: Tre Dibrell, VP Construction 301 E. Virginia Street Suite 304 McKinney Texas 75069 Office: 469-714-0052 tred@cityparkdevelopments.com With a copy to: Canada Lewis & Associates, PLLC Attn: Laura Canada Lewis, Esq. 5550 Granite Pkwy, Suite 195 Plano, Texas 75024 T: 469-664-0120 CITY PARK HEIGHTS WEST DEVELOPMENT AGREEMENT – Page 22 F: 469-501-7781 llewis@canadalewis.com With a copy to: Sanchez and Associates, LLC Attn: Casey Gregory, P.E. President 210 Adriatic Parkway Suite 200 McKinney Texas 75072 Office: 469-424-5900 Casey.gregory@thesanchezgroup.biz 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. 10.3 Interpretation. The Parties acknowledge that each has been actively involved in negotiating this Agreement. Accordingly, the rule of construction that any ambiguities are to be resolved against the drafting Party will not apply to interpreting this Agreement. In the event of any dispute over the meaning or application of any provision of this Agreement, the provision will be interpreted fairly and reasonably and neither more strongly for nor against any Party, regardless of which Party originally drafted the provision. 10.4 Time. In this Agreement, time is of the essence and compliance with the times for performance herein is required. 10.5 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) 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. 10.6 Limited Waiver of Immunity. The Parties are entering into this Agreement in reliance upon its enforceability. Consequently, the City unconditionally and irrevocably waives all claims of sovereign and governmental immunity which it may have (including, but not limited to, immunity from suit and immunity to liability) to the extent, but only to the extent, that a waiver is necessary to enforce specific performance of this Agreement (including all of the remedies provided under this Agreement) and to give full effect to the intent of the Parties under this Agreement. Notwithstanding the foregoing, the waiver contained herein shall not waive any immunities that the City may have with respect to claims of injury to persons or property, which claims shall be subject to all of their respective immunities and to the provisions of the Texas Tort Claims Act. Further, the waiver of immunity herein is not enforceable by any party not a Party to this Agreement, except for any party that may be construed to be a third-party beneficiary to this Agreement. CITY PARK HEIGHTS WEST DEVELOPMENT AGREEMENT – Page 23 10.7 Amendment; 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. 10.8 Applicable Law; Venue. This Agreement is entered into pursuant to and is to be construed and enforced in accordance with, the laws of the State of Texas, and all obligations of the Parties are performable in Collin County, Texas. Exclusive venue for any action related to, arising out of, or brought in connection with this Agreement shall be in a state district court in Collin County. 10.9 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. 10.10 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. 10.11 Exhibits. The following exhibits are attached to this Agreement and are incorporated herein for all purposes: Exhibit A: Metes And Bounds Description of the Property Exhibit B: Development Regulations Exhibit C: General Development Plan Exhibit D-1: Roadway Dedication Taylor Boulevard Exhibit D-2: Roadway Dedication North South Arterial Exhibit E-1: Taylor Boulevard Opinion of Probable Cost Summary Exhibit E-2: North-South Arterial Opinion of Probable Cost Summary Exhibit E-3: Waterline Improvement Opinion of Probable Cost Summary Exhibit F: Form of Annexation Petition Exhibit H: Utilities Layout 10.12 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 and Developer does not hereby waive or release any right that Developer may now or thereafter have with respect to any rights under Chapter 245 of the Texas Local Government Code. 10.13 Force Majeure. Each Party shall use good faith, due diligence and reasonable care in the performance of its respective obligations under this Agreement, and time shall be of the CITY PARK HEIGHTS WEST DEVELOPMENT AGREEMENT – Page 24 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 equal to the time period the Party was delayed, except that the obligation of any Party to make any payments required pursuant to this Agreement shall not be suspended by force majeure. The term "force majeure" shall include any delay due to any of the following acts or events: (a) wars, terrorism, civil disturbances, riots, insurrections, civil unrest, vandalism and sabotage; (b) transportation disasters, whether by sea, rail, air or land; (c) strikes, lockouts, work stoppage or slowdown or other labor disputes or material shortages; (d) actions or failures to act of a governmental authority, including any changes to the plans and specifications required as a condition to issuance of any permits or any changes in laws or codes not reasonably foreseeable on the Effective Date, and any delay in issuance of permits or certificates of occupancy by any governmental authority having jurisdiction, but excluding delays due to conditions that violate applicable codes and regulations; (e) adverse weather conditions, including rain of unusual duration or volume, hurricanes, lightning, tornadoes, earthquakes, floods or acts of God; (f) epidemics or pandemics or any governmental orders, actions, shut-downs, mandates, restrictions or quarantines, or any quasi-governmental orders, actions, shut-downs, mandates, restrictions or quarantines resulting from any epidemics or pandemics, and any public health emergencies, whether declared by local, state or federal governmental authorities or agencies; (g) labor shortages or moratoriums; (h) fire or other material casualty; (i) mechanical failure of equipment; (j) utility delays or interruptions; (k) any emergency event that threatens imminent harm to property or injury to persons; (l) any other causes of any kind whatsoever, whether similar to those enumerated or not, which are beyond the control of such Party in the performance of its obligations hereunder; provided, however, in all cases, only to the extent that the Party claiming force majeure (1) did not cause such force majeure condition, and (2) throughout the pendency of such force majeure condition, utilizes commercially reasonable efforts to minimize the impact and delays caused by such force majeure condition. If a Party is delayed due to force majeure, then such Party shall provide written notice of the delay and applicable extension of time periods to the other Party. In addition, a Party that has claimed the right to temporarily suspend its performance under this Section 10.13 shall provide written reports to the other Party at least once every week detailing: (i) the extent to which the force majeure event or circumstance continue to prevent the Party’ s performance; (ii) all of the measures being employed to regain the ability to perform; and (iii) the projected date upon which the Party will be able to resume performance, which projected date the Parties agree and acknowledge is only an estimate and not a binding commitment by the Party claiming force majeure. 10.14 Complete Agreement. This Agreement embodies the entire Agreement between the Parties and cannot be varied or terminated except as set forth in this Agreement, or by written agreement of the City and Developer expressly amending the terms of this Agreement. 10.15 Consideration. This Agreement is executed by the Parties hereto without coercion or duress and for substantial consideration, the sufficiency of which is hereby acknowledged. [SIGNATURES PAGES FOLLOW, REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] CITY PARK HEIGHTS WEST DEVELOPMENT AGREEMENT – Signature Page EXECUTED BY THE PARTIES TO BE EFFECTIVE ON THE EFFECTIVE DATE: CITY OF ANNA By: Name: Ryan Henderson Title: City Manager Date: APPROVED AS TO FORM: Name: Clark McCoy Title: City Attorney STATE OF TEXAS COUNTY OF COLLIN This instrument was acknowledged before me on the ______ day of _________________, 2024 by Ryan Henderson, City Manager of the City of Anna, Texas, on behalf of said City. (SEAL) Notary Public, State of Texas NAME printed or typed: Commission Expires: DEVELOPER: ANNA 204 PARTNERS, LP a Delaware limited partnership By: Anna 204 Development, Inc. a Texas corporation, its general partner By: _________________________ Christopher Zeppa, President STATE OF TEXAS COUNTY OF DALLAS This instrument was acknowledged before me on the ______ day of ________________ 2024 by Chris Zeppa, on behalf of said entity as President of said entity. (SEAL) Notary Public, State of Texas NAME printed or typed: Commission Expires: CITY PARK HEIGHTS WEST DEVELOPMENT AGREEMENT – Exhibit A Exhibit A METES AND BOUNDS DESCRIPTION OF THE PROPERTY CITY PARK HEIGHTS WEST DEVELOPMENT AGREEMENT – Exhibit A Exhibit B DEVELOPMENT REGULATIONS FOR CITY PARK HEIGHTS WEST (“Development Agreement” as used in these Development Regulations refers to that certain CITY PARK HEIGHTS WEST Development Agreement to which this document is attached as Exhibit B. The permitted uses and standards for development of the Property shall be in accordance with the Mixed Density Residential (MD) District of the Zoning Ordinance and applicable City Regulations, except as amended and modified in these Development Regulations and in the Development Agreement. Disclaimer: Zoning Ordinance modifications set forth herein are specifically related to the Property associated with the Development Agreement and shall not apply to any additional areas within or outside of the city limits. CITY PARK HEIGHTS WEST DEVELOPMENT AGREEMENT – Exhibit A Exhibit C [CITY PARK HEIGHTS WEST GENERAL DEVELOPMENT PLAN] (see attached) FUTURE TAYLOR BOULEVARD (80' ROW)FUTURE MAJORARTERIAL (120' ROW)SUBJECT PROPERTY (204 ACRES)CR 827PROPOSED AMENITY CENTER AND PARKING VETERANS MEMORIALFIRESTATION PARK PROPOSED REVISED FLOOD BOUNDARY Master Planning Civil Engineering Land Development 210 Adriatic Parkway, Suite 200 McKinney, TX 75072 Tel 469 424 5900 thesanchezgroup.biz Certificate of Registration No. F-8665 SCALE 1:1000 EXHIBIT: "A - SUBJECT PROPERTY" CR 205 CR 281 CR 282 RIDGEVIEW SKYVIEW CR 286 CR 283 HIGHVIEW CR 284 W FM 455 ROSEWAY CR 288 W FM 455 W FM 455 COWAN RD COWAN RD CR 206 RIGSBY CR 971 FM 543CR 204CR 206CR 281CR 277CR 286CR 368CR 368CR 288W FM 455CR 216LAKE TRAILCR 209CR 209CR 971CR 285CR 827CR 937CR 286SITE LOCATION MAP SCALE: NTS Exhibit: “B” Development Standards for the City Park Heights West The permitted uses and standards for development of the Subject Property shall be in accordance with the Mixed Density Residential (MD) District. The proposed Planned Development District Standards proposed herein are aimed at promoting a mixed-use residential district encompassing a diversified medium-density residential mix of housing choices. This proposed district will have a mixture of single family detached bungalows, urban townhomes and courtyard focused cottage-style townhomes. The integrated land plan, streetscape characteristics and overall community design encourage pedestrian activity by enforcing and promoting the walkable community principles outlined in the City of Anna Unified Development Code. Disclaimer: Zoning Ordinance modifications set forth herein are specifically related to the Subject Property associated with this Development Agreement and shall not apply to any additional areas without or outside of the city limits of the City of Anna. Illustrative Layout – General Development Plan; Conflicts and Terms: 1. Development shall generally follow, but not exactly, the circulation, block patterns and street alignments illustrated in Exhibit C – “GDP - General Development Plan / Illustrative Plan” (GDP). Conflicts between the Development Standards, GDP and City Ordinances will be addressed in priority as outlined in Section 4 below. 2. Details on a Preliminary Plat that differ from the GDP which do not alter the basic relationship of the proposed single-family development area to adjacent property and which do not alter the uses permitted or increase the density, building height, or coverage of the site and which do not reduce the yards provided at the boundary of the site, as indicated in these Development Regulations or associated General Development Plan, may be authorized by the Director of Planning as updates to the General Development Plan without requiring a rezoning of the subject property and without requiring an Amendment to the Pre Annexation Development Agreement. These types of updates shall be considered as “Administrative Updates” for the City files. 3. As part of any annexation request and future development of the subject property, the applicant agrees to abide by all applicable procedural requirements under City Regulations or as amended herein. 4. Conflicts: a. Where there is a conflict between these Development Regulations and the City’s Zoning Ordinance these Development Regulations shall prevail and control. b. Where these Development Regulations may be silent, the General Development Plan shall prevail and control. c. Where these Development Regulations and the General Development Plan are silent, the City’s Unified Development Code shall prevail and control. 5. Terms that are not defined in these Development Regulations shall have the meanings ascribed to such terms in the City of Anna’s Zoning Ordinance of the Development Agreement, as applicable. When there is a conflict between the City’s Zoning Ordinance and the Development Agreement, the Development Agreement shall control. 6. Developer intends to conduct a flood study to determine the amount of potential floodplain reclamation. In anticipation of these floodplain reclamation efforts, Developer has prepared a “Maximum Potential Land Use Study” which is depicted as “Exhibit C- General Development Plan”. The majority of the residential lots that are anticipated in the reclaimed floodplain area will be “Residential Bungalows: SFD-Bungalow 50’ x 100’). As such, the maximum number of single-family residential units shall be as follows: a. Max number of Res Bungalows (SFD–Bungalow 40’ x 100’): 325 units b. Max number of Urban Residential (TH 24’x100’): 250 units c. Maximum number of Urban Cottages (SFA-Cottage 24’ x 90’): 180 units 7. Lot sizes shall be mixed in each area to provide additional options and character to community. Exhibit C illustrates a design philosophy which follows a more traditional transect design which focuses the more urban product nearer the open spaces and amenities while promoting a less dense product radiating away from the core open spaces. It is anticipated that the final land plan (at platting) will include larger lots in the area to be reclaimed. 8. Fencing a. All fences on the portion(s) of a residential lot adjacent to an open space/common area lot(s), with the exception of lots facing and/or siding to the required Homeowner’s Association (HOA) lots adjacent to major/minor thoroughfares and internal primary entrance roadways, shall be ornamental iron fences such as wrought iron or tubular steel. b. Fences constructed between residences may be wood. c. All wood privacy fencing between residences shall be at least six feet in height. Wood fencing shall be stained and sealed. d. Plastic and chain-link fencing is prohibited. e. Wood fencing of a uniform design shall be constructed along the rear or side lot lines to single-family homes that are adjacent to HOA common area lots. 9. Private Amenities: a. A private “Amenity Center” facility shall be provided as part of the development. It is anticipated that the Amenity Center will be centrally located as shown in the attached General Development Plan. The Amenity Center facility shall include, at a minimum, the following: i. Swimming Pool ii. Restrooms iii. Picnic area b. A hike-bike trail and future trail head are planned as shown on Exhibit C – General Development Plan. c. All plans and specifications for the construction of such amenities and improvements must be reviewed and approved by the Director of Development Services or applicable designee. Developer shall receive credits against Parkland Dedication Fees as set forth in the Development Agreement. Given the open space and amenities provided, no Parkland Dedication shall be due. d. All sidewalks and barrier free ramps (BFR’s) shall be in accordance with the City of Anna Development Regulations and be ADA compliant. 10. Private Improvements / Amenities: a. Developer shall construct and maintain, via the Homeowner’s Association, an Amenity Center for the use and enjoyment of the residents of City Park Heights West. It is anticipated that the Amenity Center will be centrally located as shown in the General Development Plan. Amenity Center shall include, but not limited to, a swimming pool, restroom/changing facilities, picnic area and dedicated parking (including handicapped parking). b. Developer shall construct and maintain, via the Homeowner’s Association, various common areas and pet areas along the eastern property adjacent and in conjunction with the SFA- Cottage homes and townhomes. 11. Developer shall dedicate the northwest +/-14 acres and the hike / bike trail to the City of Anna. Tract shall be used for municipal uses included but not limited to a fire station, park, veteran’s memorial and/or other such uses. ARTICE 9.04 ZONING ORDINANCE 1. Sec. 9.04.004 Definitions 2. Sec. 9.04.042 Site Design Requirements a. No Change b. No Change c. Single-Family and Two-Family Residential Standards 1) Building Articulation – At least four facade articulation techniques are required on each single-family or two-family dwelling to add variety and interest to a building. The following features are a partial list of acceptable techniques of exterior articulation, but others may also be proposed or utilized as part of a specific set of architectural designs plans. Exhibit I provides (for illustration purposes only) architectural styles proposed for the subject property. A. One of the following: •A base course or plinth course; •Banding, moldings, or stringcourses; •Quoins; •Oriels; •Cornices; •Arches; •Balconies; •Brackets; •Shutters; •Keystones; •Dormers; or •Louvers as part of the exterior wall construction. (Quoins and banding shall wrap around the corner of the structure for at least two feet.) B. Horizontal banding continues the length of the wall that faces a street or other similar highly visible areas. C. Front Porch of the at least 20 square feet. D. No Change E. No Change 2) Roof Treatment. No change 3) Fenestration. No change. 4) Garages. On front entry garages, the face of a garage shall not: A. No Change B. Be over 80% of the total frontage width of a dwelling. Porches or columns are not considered part of the front elevation of the primary living area. 5) House Repetition. A. No Change B. No Changes d. Multi-family Residential Standards. No change e. Townhome Unit (Single Family Attached Townhomes) and Single-Unit or Duplex Unit Park Standards. 1) Building Articulation. No change. A. No Change. B. No Change. C. Front porch of at least 24 square feet. D. The installation of at least one (1) coach lights. E. No Change 2) No Change. 3) No Change 4) No Change 5) Unit Repetition A. Single Family Attached Townhomes on which each unit of a multi-unit building is located upon an individually platted lot creates a unique design challenge and opportunity. B. Each Townhome Building shall have a maximum of 4 attached units on individually platted lots. C. The “end lots” for each multi-unit building shall have a sufficient side yard setback to provide a ten-foot (10’) building separation from the adjacent Townhome Building or to provide adequate site visibility at the intersection of two streets if the end unit is at the end of a block. D. Each Townhome Building shall have a comprehensive and cohesive architectural form in terms of color palette and articulation features as defined herein. E. No two individual but adjacent 4-Pack (or smaller) buildings shall be designed with substantially identical exterior elevations. F. The SFA-Cottages shall be exempt from any prohibition on repetition since this unit type faces a common landscaped courtyard and not a right-of-way, fire lane, or easement. The SFA-Cottages have a siding condition to the right-of-way. 3. ZONING DISRICT AREA REGULATIONS Each lot type shall be developed in accordance with the area regulations contained in Table 1 below: SFD- Bungalow (40’x100’) Townhome: TH SFA-Cottage Maximum Height (feet)35 35 35 Maximum Stories 2 2 2 Side Yard, mid-block (feet)5 5 5 Side Yard, Corner Lot, Street Side (feet) 10 10 10 Building Separation 10 10 10 Rear Yard (feet) from ROW 15 20 20 Rear Yard (feet) from fire lane / first floor 15 20 20 Rear Yard (feet) from fire lane / upper floors 15 15 15 Front Yard (feet)20 10 10 Lot Area (square feet)4000 2000 2100 Min. Lot Width (feet)40 24 24 Min. Lot Depth (feet)90 80 90 Max. Lot Coverage (%)55%75%75% Minimum Building Size (square feet) 1800 1750 1800 Min Masonry (%)50 25 25 4. Sec. 9.04.045 Landscaping 1) No Change 2) No Change 3) No Change 4) Residential Development A. No Change i. No Change ii. No Change iii. No Change iv. The following minimum standards apply as established in Table 27: Residential Planting Requirements. An applicant shall choose one of the three planting options. An applicant may plant the required canopy trees, ornamental trees, or a combination of canopy and ornamental trees specified in Table 27: Residential Planting Requirements. a) For the Urban Cottage Lots, the number of trees shall be calculated as per Table 27; however, the final tree planting shall be consistent with the Landscape Plan submitted by the Developer. The ultimate location and planting of the required number of trees shall be used to highlight the landscape courtyards, paseos, urban garden niches and other related areas. A conceptual landscape plan for the entire site shall be submitted with the first Preliminary Plat. b) The Landscape Plan for the area surrounding the Urban Cottages may also incorporate some of the required trees as indicated in Table 27 into the streetscape / landscape buffers / landscape setbacks / tree planting areas along the adjacent local street. c) Minor modifications: The Director of Development Services or his/her designee is authorized to administratively approve modifications to landscaping requirements necessitated by conflicting requirements for public or franchise utilities or drainage improvements. FUTURE MAJOR ARTERIAL (120' ROW) CR 827 POSSIBLEVETERANSMEMORIALPOSSIBLEFIRESTATIONPOSSIBLEPARKF U T U R E R E S I D E N T I A L E X P A N S IO NAFTER RECLAMATIONPOTENTIAL REVISEDFLOOD BOUNDARYHI K E AND B I K E TR A I L MUNICIPALZONEHIKE AND BIKE TRAIL FUTURE TAYLOR BOULEVARD (80' ROW)EXHIBIT:"C-GENERAL DEVELOPMENT PLAN"Master PlanningCivil EngineeringLand Development210 Adriatic Parkway, Suite 200McKinney, TX 75072Tel 469 424 5900thesanchezgroup.bizCertificate of Registration No. F-8665CITY PARK HEIGHTSWESTANNA, TEXASLEGENDSINGLE FAMILY40' x 100'180TOWNHOMES - TH24' X 100'233FUTURE LOTS (GREY SCALE)50' X 100'107COTTAGES24' X 92'163 FUTURE MAJORARTERIAL (120' ROW)FUTURE TAYLOR BOULEVARD (80' ROW) 2372' 3299'CR 827PROPOSED AMENITY CENTER AND PARKING VETERANS MEMORIALFIRESTATION PARK PROPOSED REVISED FLOOD BOUNDARY Master Planning Civil Engineering Land Development 210 Adriatic Parkway, Suite 200 McKinney, TX 75072 Tel 469 424 5900 thesanchezgroup.biz Certificate of Registration No. F-8665 SCALE 1:1000 EXHIBIT: "D-1 ROADWAY DEDICATION TAYLOR BOULEVARD" CR 205 CR 281 CR 282 RIDGEVIEW SKYVIEW CR 286 CR 283 HIGHVIEW CR 284 W FM 455 ROSEWAY CR 288 W FM 455 W FM 455 COWAN RD COWAN RD CR 206 RIGSBY CR 971 FM 543CR 204CR 206CR 281CR 277CR 286CR 368CR 368CR 288W FM 455CR 216LAKE TRAILCR 209CR 209CR 971CR 285CR 827CR 937CR 286SITE LOCATION MAP SCALE: NTS ALIGNMENT OF OFFSITE TAYLOR BOULEVARD TO BE APPROVED BY CITY OF ANNA. 3298' FUTURE TAYLOR BOULEVARD (80' ROW) FUTURE MAJOR ARTERIAL (120' ROW) ±0.31 AC CR 827PROPOSED AMENITY CENTER AND PARKING VETERANS MEMORIALFIRESTATION PARK PROPOSED REVISED FLOOD BOUNDARY Master Planning Civil Engineering Land Development 210 Adriatic Parkway, Suite 200 McKinney, TX 75072 Tel 469 424 5900 thesanchezgroup.biz Certificate of Registration No. F-8665 SCALE 1:1000 EXHIBIT: "D-2 ROADWAY DEDICATION WESTERN ARTERIAL" CR 205 CR 281 CR 282 RIDGEVIEW SKYVIEW CR 286 CR 283 HIGHVIEW CR 284 W FM 455 ROSEWAY CR 288 W FM 455 W FM 455 COWAN RD COWAN RD CR 206 RIGSBY CR 971 FM 543CR 204CR 206CR 281CR 277CR 286CR 368CR 368CR 288W FM 455CR 216LAKE TRAILCR 209CR 209CR 971CR 285CR 827CR 937CR 286SITE LOCATION MAP SCALE: NTS Project:City Park Heights West Acres (Gross):4.2 Taylor Boulevard Acres (Net):4.2 City of Anna Collin County, Texas Lots:0.0 Client Name: Client #: ATTN:Job #:005 Prepared by: Sanchez & Associates, LLC Initials:DC Date: 2/28/2024 EARTHWORK / DEMOLITION AMOUNT UNIT UNIT COST COST Clearing, Grubbing & Stripping 4.2 AC. 4,000.00$ 16,800.00$ Unclassified Excavation Ferguson 5,000 CY 4.00$ 20,000.00$ 36,800.00$ EROSION CONTROL AMOUNT UNIT UNIT COST COST Reinforced Silt Fence 4,754 L.F. 4.00$ 19,016.00$ Construction Entrance 1 EA. 5,000.00$ 5,000.00$ Inlet Filters 12 EA. 350.00$ 4,200.00$ Bermuda Seeding 2,250 S.Y. 5.00$ 11,250.00$ 39,466.00$ WATER AMOUNT UNIT UNIT COST COST 8" Water Line 240 L.F. 75.00$ 18,000.00$ 8" Water Valve 6 EA. 2,000.00$ 12,000.00$ 12" Water Line 5,675 L.F. 125.00$ 709,375.00$ 12" Water Valve 11 EA. 8,000.00$ 88,000.00$ Fittings (1ton/1000 lf of pipe) 5.92 TON 15,000.00$ 88,725.00$ Fire Hydrants (with 6" Lead) 6 EA. 7,000.00$ 42,000.00$ 12" x 6" Tee 6 EA. 2,500.00$ 15,000.00$ Connect to Existing 12" Water 1 EA. 2,000.00$ 2,000.00$ 16" x 8" Tee 6 EA. 4,500.00$ 27,000.00$ Testing (Water Pressure & Chlorination) 5,915 L.F. 2.50$ 14,787.50$ Trench Safety Plan 5,915 L.F. 1.00$ 5,915.00$ 1,022,802.50$ STORM SEWER AMOUNT UNIT UNIT COST COST 21" RCP (Class III) 360 L.F. 95.00$ 34,200.00$ 24" RCP (Class III) 1,870 L.F. 100.00$ 187,000.00$ 30" RCP (Class III) 755 L.F. 145.00$ 109,475.00$ 36" RCP (Class III) 1,450 L.F. 160.00$ 232,000.00$ 4' Standard Storm Manhole 10 EA. 7,500.00$ 75,000.00$ Curb Inlet 10'12 EA. 7,500.00$ 90,000.00$ 24" Type "C" HDWL 1 EA. 4,500.00$ 4,500.00$ 36" Type "C" HDWL 1 EA. 6,000.00$ 6,000.00$ Trench Safety Plan 4,435 L.F. 1.00$ 4,435.00$ 742,610.00$ PAVING AMOUNT UNIT UNIT COST COST Concrete Paving 8in Blvd. 15,356 S.Y. 100.00$ 1,535,600.00$ Subgrade Preparation 15,356 S.Y. 4.00$ 61,424.00$ Barrier Free Ramp 1 EA. 1,500.00$ 1,500.00$ Concrete Sidewalks 2,248 S.Y. 45.00$ 101,160.00$ Lime (40# / S.Y.) 307.12 TON 190.00$ 58,352.80$ 1,758,036.80$ DESCRIPTION DESCRIPTION DESCRIPTION DESCRIPTION DESCRIPTION OTHER DEVELOPMENT FEES DESCRIPTION QUANTITY UNIT COST / UNIT TOTAL COST Pavement Striping and Marking 2,250 L.F. 20.00$ 45,000.00$ Streetlights 6 EA. 3,000.00$ 18,000.00$ Inspection Fee (3.50% of Const. Costs) 1 L.S. 125,990.04$ 125,990.04$ Professional Fees (eng., LA, planning, surveying, etc.) 15% const. costs 1 L.S. 539,957.30$ 539,957.30$ Maint. Perfm, Pymt Bonds (Assume 3.5% of Const. Costs) 1 L.S. 125,990.04$ 125,990.04$ 854,937.37$ DESCRIPTION TOTAL COST 36,800.00$ 39,466.00$ Water 1,022,802.50$ 742,610.00$ 1,758,036.80$ 854,937.37$ 359,971.53$ GRAND TOTAL 4,814,624.20$ TOTAL COST PER ACRE = 1,140,906.21$ Assumptions: 2. Quantities are preliminary and subject to final approval of construction plans by the City of Anna. 3. The Client shall review and approve all quantities and unit prices prior to use of this OPC. 4. This OPC is not intended to serve as a comprehensive and complete analysis of all development and construction costs. Any items not specifically noted in this OPC shall be added by the Client. 5. Any quantities and/or unit prices left blank shall be completed by the Client. 6. All unit costs are based upon recent bid tabs for recent projects of similar size. 7. Based on a preliminary review of the record drawings and drainage patterns for the area, this OPC assumes that on-site detention will be required. 8. Construction management fees are not included. 9. This OPC assumes that relocation of any underground or overhead franchise utilities, other than specifically noted, on or adjacent to the site is not necessary or the client will budget for such accordingly. 10. This OPC assumes that no rock or similar material will be encountered during construction. 11. This OPC does not include any costs incurred for mitigation fees imposed by the USACE. (None anticipated at this time). 12. The unclassified excavation quantity assumes that 350 CY of earthwork moving will be required for each lot. 13. This OPC assumes 40 pound per square yard for lime. NOTE: Sanchez and Associates, LLC, does not have any control over the cost of labor, fuel or materials and therefore does not warrant or guarantee that the anticipated probable costs will not be different once a final design is complete and the project is put out to bid. Sanchez and Associates, LLC, has prepared this Opinion of Probable Cost based on information available for similar projects in North Texas. Earthwork Paving Other Development Fees 1. This Opinion of Probable Cost (OPC) is generally based upon a land plan prepared by S&A in 2023. Erosion Control Contingencies (Assume 10% of Constr. Costs) Storm Sewer Project:City Park Heights West Acres (Gross):0.4 120' Major Arterial Acres (Net):0.4 City of Anna Collin County, Texas Lots:0.0 Client Name: Client #: ATTN:Job #:005 Prepared by: Sanchez & Associates, LLC Initials:CDR Date: 2/28/2024 EARTHWORK / DEMOLITION AMOUNT UNIT UNIT COST COST Clearing, Grubbing & Stripping 0.4 AC. 4,000.00$ 1,600.00$ Unclassified Excavation 5,000 CY 4.00$ 20,000.00$ 21,600.00$ EROSION CONTROL AMOUNT UNIT UNIT COST COST Reinforced Silt Fence 730 L.F. 4.00$ 2,920.00$ Construction Entrance 1 EA. 5,000.00$ 5,000.00$ Inlet Filters 12 EA. 350.00$ 4,200.00$ 12,120.00$ WATER AMOUNT UNIT UNIT COST COST 12" Water Line 730 L.F. 125.00$ 91,250.00$ 12" Water Valve 2 EA. 8,000.00$ 16,000.00$ Fittings (1ton/1000 lf of pipe) 0.73 TON 15,000.00$ 10,950.00$ Connect to Existing 12" Water 1 EA. 1,500.00$ 1,500.00$ 16" x 8" Tee 2 EA. 4,500.00$ 9,000.00$ 16" x 8" Cross 2 EA. 5,500.00$ 11,000.00$ Testing (Water Pressure & Chlorination) 730 L.F. 2.50$ 1,825.00$ Trench Safety Plan 730 L.F. 1.00$ 730.00$ 142,255.00$ STORM SEWER AMOUNT UNIT UNIT COST COST 21" RCP (Class III)40 L.F. 95.00$ 3,800.00$ 24" RCP (Class III) 250 L.F. 100.00$ 25,000.00$ 4' Standard Storm Manhole 1 EA. 7,500.00$ 7,500.00$ Curb Inlet 10'2 EA. 7,500.00$ 15,000.00$ Trench Safety Plan 290 L.F. 1.00$ 290.00$ 51,590.00$ PAVING AMOUNT UNIT UNIT COST COST Concrete Paving 8in Blvd. 2,920 S.Y. 100.00$ 292,000.00$ Subgrade Preparation 2,920 S.Y. 4.00$ 11,680.00$ Barrier Free Ramp 1 EA. 1,500.00$ 1,500.00$ Concrete Sidewalks 730 S.Y. 45.00$ 32,850.00$ Lime (40# / S.Y.) 58.40 TON 190.00$ 11,096.00$ 349,126.00$ DESCRIPTION DESCRIPTION DESCRIPTION DESCRIPTION DESCRIPTION OTHER DEVELOPMENT FEES DESCRIPTION QUANTITY UNIT COST / UNIT TOTAL COST Pavement Striping and Marking 730 L.F. 20.00$ 14,600.00$ Streetlights 2 EA. 3,000.00$ 6,000.00$ Inspection Fee (3.50% of Const. Costs) 1 L.S. 20,184.19$ 20,184.19$ Professional Fees (eng., LA, planning, surveying, etc.) 15% const. costs 1 L.S. 86,503.65$ 86,503.65$ Maint. Perfm, Pymt Bonds (Assume 3.5% of Const. Costs) 1 L.S. 20,184.19$ 20,184.19$ 147,472.02$ DESCRIPTION TOTAL COST 21,600.00$ 12,120.00$ Water 142,255.00$ 51,590.00$ 349,126.00$ 147,472.02$ 57,669.10$ GRAND TOTAL 781,832.12$ TOTAL COST PER ACRE = 1,954,580.30$ Assumptions: 2. Quantities are preliminary and subject to final approval of construction plans by the City of Anna. 3. The Client shall review and approve all quantities and unit prices prior to use of this OPC. 4. This OPC is not intended to serve as a comprehensive and complete analysis of all development and construction costs. Any items not specifically noted in this OPC shall be added by the Client. 5. Any quantities and/or unit prices left blank shall be completed by the Client. 6. All unit costs are based upon recent bid tabs for recent projects of similar size. 7. Based on a preliminary review of the record drawings and drainage patterns for the area, this OPC assumes that on-site detention will be required. 8. Construction management fees are not included. 9. This OPC assumes that relocation of any underground or overhead franchise utilities, other than specifically noted, on or adjacent to the site is not necessary or the client will budget for such accordingly. 10. This OPC assumes that no rock or similar material will be encountered during construction. 11. This OPC does not include any costs incurred for mitigation fees imposed by the USACE. (None anticipated at this time). 12. The unclassified excavation quantity assumes that 350 CY of earthwork moving will be required for each lot. 13. This OPC assumes 40 pound per square yard for lime. NOTE: Sanchez and Associates, LLC, does not have any control over the cost of labor, fuel or materials and therefore does not warrant or guarantee that the anticipated probable costs will not be different once a final design is complete and the project is put out to bid. Sanchez and Associates, LLC, has prepared this Opinion of Probable Cost based on information available for similar projects in North Texas. Earthwork Paving Other Development Fees 1. This Opinion of Probable Cost (OPC) is generally based upon a land plan prepared by S&A in 2023. Erosion Control Contingencies (Assume 10% of Constr. Costs) Storm Sewer Project:City Park Height West Acres (Gross):1.8 12" Off-Site Water Line Acres (Net):1.8 City of Anna Collin County, Texas Lots:0.0 Client Name: Client #: ATTN:Job #:005 Prepared by: Sanchez & Associates, LLC Initials:CDR Date: 3/4/2024 EARTHWORK / DEMOLITION AMOUNT UNIT UNIT COST COST Clearing, Grubbing & Stripping 1.8 AC. 4,000.00$ 7,320.00$ 7,320.00$ EROSION CONTROL AMOUNT UNIT UNIT COST COST Reinforced Silt Fence 4,000 L.F. 4.00$ 16,000.00$ Construction Entrance 1 EA. 5,000.00$ 5,000.00$ 21,000.00$ WATER AMOUNT UNIT UNIT COST COST 8" Water Line 240 L.F. 75.00$ 18,000.00$ 8" Water Valve 6 EA. 2,000.00$ 12,000.00$ 12" Water Line 3,998 L.F. 125.00$ 499,750.00$ 12" Water Valve 6 EA. 8,000.00$ 48,000.00$ Fittings (1ton/1000 lf of pipe) 4.24 TON 15,000.00$ 63,570.00$ Fire Hydrants (with 6" Lead) 8 EA. 7,000.00$ 56,000.00$ 12" x 6" Tee 8 EA. 2,500.00$ 20,000.00$ Connect to Existing 16" Water 1 EA. 2,000.00$ 2,000.00$ 12" x 8" Tee 6 EA. 3,500.00$ 21,000.00$ Testing (Water Pressure & Chlorination) 4,238 L.F. 2.50$ 10,595.00$ Trench Safety Plan 4,238 L.F. 1.00$ 4,238.00$ 755,153.00$ OTHER DEVELOPMENT FEES DESCRIPTION QUANTITY UNIT COST / UNIT TOTAL COST Inspection Fee (3.50% of Const. Costs) 1 L.S. 27,421.56$ 27,421.56$ Professional Fees (eng., LA, planning, surveying, etc.) 15% const. costs 1 L.S. 117,520.95$ 117,520.95$ Maint. Perfm, Pymt Bonds (Assume 3.5% of Const. Costs) 1 L.S. 27,421.56$ 27,421.56$ 172,364.06$ DESCRIPTION TOTAL COST 7,320.00$ 21,000.00$ Water 755,153.00$ 172,364.06$ 78,347.30$ GRAND TOTAL 1,034,184.36$ TOTAL COST PER ACRE =565,128.07$ Earthwork DESCRIPTION DESCRIPTION DESCRIPTION Other Development Fees Erosion Control Contingencies (Assume 10% of Constr. Costs) Assumptions: 2. Quantities are preliminary and subject to final approval of construction plans by the City of Anna. 3. The Client shall review and approve all quantities and unit prices prior to use of this OPC. 4. This OPC is not intended to serve as a comprehensive and complete analysis of all development and construction costs. Any items not specifically noted in this OPC shall be added by the Client. 5. Any quantities and/or unit prices left blank shall be completed by the Client. 6. All unit costs are based upon recent bid tabs for recent projects of similar size. 7. Based on a preliminary review of the record drawings and drainage patterns for the area, this OPC assumes that on-site detention will be required. 8. Construction management fees are not included. 9. This OPC assumes that relocation of any underground or overhead franchise utilities, other than specifically noted, on or adjacent to the site is not necessary or the client will budget for such accordingly. 10. This OPC assumes that no rock or similar material will be encountered during construction. 11. This OPC does not include any costs incurred for mitigation fees imposed by the USACE. (None anticipated at this time). 12. The unclassified excavation quantity assumes that 350 CY of earthwork moving will be required for each lot. 13. This OPC assumes 40 pound per square yard for lime. NOTE: Sanchez and Associates, LLC, does not have any control over the cost of labor, fuel or materials and therefore does not warrant or guarantee that the anticipated probable costs will not be different once a final design is complete and the project is put out to bid. Sanchez and Associates, LLC, has prepared this Opinion of Probable Cost based on information available for similar projects in North Texas. 1. This Opinion of Probable Cost (OPC) is generally based upon a land plan prepared by S&A in 2023. FUTURE TAYLOR BOULEVARD (80' ROW)FUTURE MAJORARTERIAL (120' ROW)SUBJECT PROPERTY (204 ACRES)CR 827EXISTING ZONING:NOT ANNEXED EXISTING LAND USE:VACANT PROPOSED ZONING:PD PLANNED DEVELOPMENT DISTRICT SITE DATA EXISTING ZONING:AG AGRICULTURE EXISTING LAND USE:VACANT SITE DATA EXISTING ZONING:NOT ANNEXED EXISTING LAND USE:VACANT SITE DATA EXISTING ZONING:NOT ANNEXED EXISTING LAND USE:HOMESTEAD SITE DATA EXISTING ZONING:NOT ANNEXED EXISTING LAND USE:VACANT EXISTING ZONING:NOT ANNEXED EXISTING LAND USE:VACANT EXISTING ZONING:NOT ANNEXED EXISTING LAND USE:VACANT EXISTING ZONING:NOT ANNEXED EXISTING LAND USE:VACANT EXISTING ZONING:NOT ANNEXED EXISTING LAND USE:VACANT EXISTING ZONING:NOT ANNEXED EXISTING LAND USE:VACANT EXISTING ZONING:NOT ANNEXED EXISTING LAND USE:VACANT EXISTING ZONING:NOT ANNEXED EXISTING LAND USE:VACANT SITE DATASITE DATA SITE DATA SITE DATA SITE DATA SITE DATA SITE DATA SITE DATA Master Planning Civil Engineering Land Development 210 Adriatic Parkway, Suite 200 McKinney, TX 75072 Tel 469 424 5900 thesanchezgroup.biz Certificate of Registration No. F-8665 SCALE 1:1000 CR 205 CR 281 CR 282 RIDGEVIEW SKYVIEW CR 286 CR 283 HIGHVIEW CR 284 W FM 455 ROSEWAY CR 288 W FM 455 W FM 455 COWAN RD COWAN RD CR 206 RIGSBY CR 971 FM 543CR 204CR 206CR 281CR 277CR 286CR 368CR 368CR 288W FM 455CR 216LAKE TRAILCR 209CR 209CR 971CR 285CR 827CR 937CR 286SITE LOCATION MAP SCALE: NTS EXHIBIT: "F - ANNEXATION" 12" WATER LINEFUTURE MAJORARTERIAL (120' ROW)FUTURE TAYLOR BOULEVARD (80' ROW)12" WATER LINE12" WATER LINECR 8275730'3998'315'X XXPROPOSED AMENITY CENTER AND PARKING VETERANS MEMORIALFIRESTATION PARK PROPOSED REVISED FLOOD BOUNDARY Master Planning Civil Engineering Land Development 210 Adriatic Parkway, Suite 200 McKinney, TX 75072 Tel 469 424 5900 thesanchezgroup.biz Certificate of Registration No. F-8665 SCALE 1:1000 EXHIBIT: "H - UTILITIES" CR 205 CR 281 CR 282 RIDGEVIEW SKYVIEW CR 286 CR 283 HIGHVIEW CR 284 W FM 455 ROSEWAY CR 288 W FM 455 W FM 455 COWAN RD COWAN RD CR 206 RIGSBY CR 971 FM 543CR 204CR 206CR 281CR 277CR 286CR 368CR 368CR 288W FM 455CR 216LAKE TRAILCR 209CR 209CR 971CR 285CR 827CR 937CR 286SITE LOCATION MAP SCALE: NTS This single-family home exudes a harmonious blend of classic charm and modern aesthetics, stretching comfortably across a 30-foot width. Its design is steeped in the modern farmhouse style, which is characterized by a warm and inviting atmosphere that brings to mind the simplicity and comfort of rural living combined with contemporary elements. The lower portion of the exterior walls is adorned with stone wainscot, providing a sturdy and timeless foundation that adds texture and depth to the facade. This natural stone element not only enhances the home's curb appeal but also acts as a durable protective layer. Above the stone wainscot, the home features vertical board and batten siding, a hallmark of farmhouse design. This siding choice contributes a rustic yet clean-lined look that's both visually striking and understated. The vertical lines of the board and batten add height and elegance to the home's profile. Adding to the home's distinct character, window shutters flank the windows, offering a traditional touch as well as practical benefits. These shutters can provide privacy, control over natural lighting, and protection against the elements, while also contributing to the overall aesthetic with their color and style. A standout feature of this residence is the metal roof that crowns the garage. The sleek and durable metal roof not only provides long- lasting protection but also complements the modern farmhouse theme with its industrial flair. The contrast between the metal roof and the more traditional elements of the home creates a visually appealing dynamic that's both fresh and familiar. Overall, this 30-foot wide single-family home balances the pastoral allure of farmhouse design with modern sensibilities, resulting in a living space that's as stylish as it is welcoming. The combination of stone, metal, and wood materials along with the functional shutters provides a multi-textured appearance that's both grounded in tradition and aligned with contemporary trends. Exhibit I: Architectural Style (for illustration purposes only) This 30-foot wide single-family home is a beautiful representation of transitional architecture, where the warmth of traditional design meets the clean lines of contemporary style. The facade features a handsome brick exterior, providing a classic and durable base with a timeless appeal. The brickwork adds depth and character to the home, setting the stage for a blend of styles that complement the overall design. A subtle transition to stucco at the second floor introduces a modern touch, offering a smooth and refined contrast to the textured brick. This stucco band encapsulates the transitional nature of the home, seamlessly integrating the traditional lower facade with the contemporary elements above, without overwhelming the design. The residence is crowned with a high-pitched gable roof that gives the home an impressive profile and a sense of grandeur. This architectural choice not only adds to the visual interest but also allows for a spacious interior with high ceilings. The steep slopes of the gable roof create an inviting aesthetic reminiscent of classic homes, yet the execution remains clean and modern. A metal awning over the front door provides a sleek and functional accent, protecting visitors from the elements while adding a contemporary edge. Headers over the windows and the garage door further enhance the home's elegance, framing these features with a touch of sophistication that unifies the transitional theme. The combination of these elements—brick, stucco, and metal—results in a cohesive and attractive home that bridges the past and present with style and grace. Exhibit I: Architectural Style (for illustration purposes only) This 30-foot wide single-family home artfully embodies the Modern Prairie style, characterized by horizontal lines and a connection to the earth. A significant design feature is the high brick watertable that reaches past the second floor, grounding the home with a substantial and textured presence. The warm brickwork provides a nod to the natural elements that are central to Prairie architecture. Above, a metal awning roof shelters the front door, introducing a modern element that contrasts with the traditional brick. This sleek canopy not only serves a practical function but also enhances the home's contemporary aesthetic. A header over the garage door adds a refined touch, contrasting the rustic brick with its polished finish. The second floor is clad in horizontal siding, maintaining the home's linear motif and contributing to the modern interpretation of the Prairie style. This feature lightens the visual weight of the brick and complements the home's broad, hipped roof, which completes the design with a sense of enclosure and protection. The overall effect is a harmonious blend of the Prairie School's organic influence with modern design elements. The high brick watertable, metal awning, brick accents, and horizontal siding come together to create a residence that is both rooted in tradition and refreshingly contemporary, offering a serene and stylish place to call home. Exhibit I: Architectural Style (for illustration purposes only) This 4-unit townhouse development elegantly combines modern farmhouse style with urban practicality. The lower exterior features a dual wainscot of stone and brick, providing not only a durable base but also a rich, textural contrast that is both visually striking and reminiscent of classic farmhouse architecture. Metal awnings over the first floor windows and doors introduce an industrial element, offering weather protection while complementing the vertical board and bat ten siding above. This siding choice, with its clean vertical lines, adds a contemporary twist to the traditional aesthetic and draws the eye upward to the second story. The second floor is adorned with window shutters, enhancing the farmhouse charm and providing residents with additional priva cy and control over their home's natural lighting. The shutters balance form and function, adding to the townhouse's rustic yet refined appearance. Topping off the design are the metal roof dormers, which not only add architectural interest to the roofline but also invite ample daylight into the upper living spaces. These dormers reflect the metal details below, tying together the modern and traditional elements into a cohesive and inviting residential development. Exhibit I: Architectural Style (for illustration purposes only) Exhibit I: Architectural Style (for illustration purposes only) This architecturally distinct 4-unit townhouse exemplifies the Modern Prairie style with its strong horizontal lines and integration of natural materials. A defining feature is the high brick watertable that extends past the second floor, creating a visual anchor and adding a layer of texture and warmth. The brick's rich earth tones and du rability pay homage to the organic foundations of Prairie design while providing a modern, urban edge. The end units boast a striking metal roof, adding an industrial yet sleek counterpoint to the traditional brick below. This m etallic element not only reinforces the townhouse's contemporary credentials but also provides a durable and weather-resistant covering. Central to the front elevation, a metal canopy stretches over the first -floor windows and the center front entry doors, offering both shelter and a touch of modern sophistication. Above the brick watertable, the second floor features horizontal siding, reinforcing the horizontal emphasis typical of Prairie architecture and contri buting to the building's streamlined appearance. This choice of siding balances the solidity of the brick with a lighter, more modern material that complements the overall design narrative. A gently sloping hipped roof caps the townhouses, mirroring the broad, flat expanses of the Prairie landscape and contributin g to the sense of horizontality that is key to this architectural style. The roof's overhanging eaves extend beyond the walls, providing protection from the elements and emphasizing the clean, geometric lines that are characteristic of the Modern Prairie aesthetic. Exhibit I: Architectural Style (for illustration purposes only) This 30-foot wide single-family home stands as a striking example of transitional architecture, effortlessly blending the timeless appeal of traditional materials with the streamlined aesthetics of contemporary design. The facade is distinguished by richly textured brickwork, imbuing the structure with depth and enduring charm. This c lassic foundation is elegantly juxtaposed with a modern touch of stucco at the second floor, creating a refined contrast that highlights the home's layered design. Atop the home, high-pitched gable roofs command attention, their steep slopes adding a dramatic element to the home's silhouette . These roofs not only enhance the structure's visual appeal but also contribute to a spacious interior, allowing for vaulted ceilings and ample natural light. The prominence of the high -pitched gable roofs is a nod to traditional architecture, yet their clean, sharp lines resonate with modern sensibilities. A contemporary metal awning over the front door adds a practical yet stylish feature, offering shelter with a minimalist flai r. Complementing this, headers above the windows and garage door inject an element of sophistication, framing these openings with precision and elegance. These details, when combined with the distinct transition from brick to stucco and the striking gable roofs, culminate in a home that embodies the essence of transitional style—harmoniously fusing the old with the new. FUTURE TAYLOR BOULEVARD (80' ROW)FUTURE MAJORARTERIAL (120' ROW)FUTURE MAJOR ARTERIAL (120' ROW) X XXCR 827Master Planning Civil Engineering Land Development 210 Adriatic Parkway, Suite 200 McKinney, TX 75072 Tel 469 424 5900 thesanchezgroup.biz Certificate of Registration No. F-8665 SCALE 1:1000 EXHIBIT: "X - 12" WATER LINE 120' MAJOR ARTERIAL" CR 205 CR 281 CR 282 RIDGEVIEW SKYVIEW CR 286 CR 283 HIGHVIEW CR 284 W FM 455 ROSEWAY CR 288 W FM 455 W FM 455 COWAN RD COWAN RD CR 206 RIGSBY CR 971 FM 543CR 204CR 206CR 281CR 277CR 286CR 368CR 368CR 288W FM 455CR 216LAKE TRAILCR 209CR 209CR 971CR 285CR 827CR 937CR 286SITE LOCATION MAP SCALE: NTS FUTURE TAYLOR BOULEVARD (80' ROW)FUTURE MAJORARTERIAL (120' ROW)FUTURE 12" WATER X XXMaster Planning Civil Engineering Land Development 210 Adriatic Parkway, Suite 200 McKinney, TX 75072 Tel 469 424 5900 thesanchezgroup.biz Certificate of Registration No. F-8665 SCALE 1:1000 EXHIBIT: "X - WATER LINE TAYLOR BOULEVARD" CR 205 CR 281 CR 282 RIDGEVIEW SKYVIEW CR 286 CR 283 HIGHVIEW CR 284 W FM 455 ROSEWAY CR 288 W FM 455 W FM 455 COWAN RD COWAN RD CR 206 RIGSBY CR 971 FM 543CR 204CR 206CR 281CR 277CR 286CR 368CR 368CR 288W FM 455CR 216LAKE TRAILCR 209CR 209CR 971CR 285CR 827CR 937CR 286SITE LOCATION MAP SCALE: NTS Page 1 of 7 CITY OF ANNA Planning & Zoning Commission April 1, 2024 Zoning: City Park Heights West Applicant: Revocable Collins Family Trust DESCRIPTION: Provide feedback on a request for a Pre-Annexation Agreement of 432 single-family dwellings detached, 275 single-single family dwellings, attached, park land, and civic center lots on 204± acres located at the intersection of County Road 285 and County Road 827. Located within the Extraterritorial Jurisdiction (ETJ). REMARKS: A request for a Pre-Annexation Development Agreement (PADA) has been received for the subject property. Prior to City Council review of the PADA, staff recommended that the Applicant present to the Planning & Zoning Commission to provide feedback on the proposed development. The request is utilizing the Mixed-Density Residential (MD) District. The MD District provides medium-density residential development with diversified housing choices. This district encourages a mix of single-family and two-family residential uses and incentivizes community amenities to form compact, accessible, and walkable neighborhoods. The Planned Development (PD) district is intended to provide for combining and mixing of uses allowed in various districts with appropriate regulations and to permit flexibility in the use and design of land and buildings in situations where modification of specific provisions of this Article is not contrary to its intent and purpose or significantly inconsistent with the planning on which it is based and will not be harmful to the community. A Planned Development (PD) district may be used to permit new and innovative concepts in land utilization. While great flexibility is given to provide special restrictions that will allow development not otherwise permitted, procedures are established to prevent misuse of the increased flexibility. A Subject Property (Exhibit A), Development Standards (Exhibit B) and General Plan (Exhibit C) and Architectural Styles (Exhibit I) accompanies this request. Surrounding Land Uses and Zoning North Single-family dwellings and vacant land located in the ETJ East Vacant land located in the ETJ Page 2 of 7 South Across East Fork Trinity River and Hurricane Creek, single-family dwellings and vacant land located in the ETJ West Vacant land located in the ETJ Conformance with the Anna 2050 Comprehensive Plan The Anna 2050 Future Land Use Plan identifies this area as Ranching & Agricultural and Parks & Open Space place types. The Ranching & Agricultural place type states that Cluster Residential may be appropriate when preservation of open space is included. The proposed land uses of Single- family dwellings, attached and detached are in conformance with the Cluster Residential place type. Townhome units are not in conformance with the Cluster Residential place type. ISSUES: Interpretation of Sec. 9.04.042 and Sec. 9.04.029. Staff recommends that language be added to clarify that Single-Family Dwellings, Attached are required to follow the Site Design Requirements for Townhome Units as amended and require a specified acreage of open space rather than requiring open space only for Townhome Units. This recommendation stems from the Zoning Ordinance's definitions that define Single-Family Dwellings, Attached and Townhome Units as two distinct uses. Single-Family Dwelling, Attached A dwelling that is part of a structure containing three or more dwellings, each designed and constructed for occupancy by one family, with each dwelling unit attached by a common wall to another, in which each dwelling is located on a separate platted lot. Townhome Unit A dwelling that is part of a structure containing three or more dwellings, each designed and constructed for occupancy by one family, with each dwelling unit attached by a common wall to another, in which each dwelling is located on a parcel of land or lot under one ownership. SF-A Cottages Fire Lane Page 3 of 7 The applicant is proposing SF-A Cottages in which the driveways are accessed by a "Fire Lane" rather than a public street. Article 9.02 (Subdivision Regulations) requires every lot to front a public street. If the SF-A cottages are Townhome Units on one lot, then it would meet the frontage requirement. Townhome Units are permitted by right in the Multi-Family (MF) District and by Specific Use Permit in the Mixed Use District but are not permitted in the MD District. Lot Area The applicant is proposing lot areas less than would be permitted in the MD District. Proposed Lot Area (square feet): SFD-Bungalow SFA-Cottage TH 4,000 2,100 2,000 MD District Requirements (square feet): Single-family detached Single-family attached/Two-family 4,500 2,400/dwelling unit Adequacy of streets and access In accordance with the Subdivision Regulations, the proposed plan would require 14 entrances. The layout currently has four. Sec. 9.02.081. Streets (c) Adequacy Of Streets and Thoroughfares (4) Approach Streets and Access …. All residential subdivisions, with the exception of multifamily dwellings and single-unit or duplex unit park developments, shall provide no less than one entrance for each 50 lots including stubs for future development and in no case shall have more than 150 lots for each connection to an existing street. PROPOSED ENHANCEMENTS: Minimum building size & lot width The applicant is proposing minimum building sizes that exceed previous zoning regulations and increased lot widths from the current MD District. Park land dedication and Civic Center (fire station) Page 4 of 7 The applicant is proposing to preserve land for park land dedication with park improvements and a civic center. Dedicated off-street parking The applicant is proposing off-street parking spaces in proximity to the SFA-Cottages. Page 5 of 7 Page 6 of 7 Page 7 of 7 SUMMARY: Pre-Annexation Agreement of 432 single-family dwellings detached, 275 single-single family dwellings, attached, park land, and civic center lots on 204± acres located at the intersection of County Road 285 and County Road 827. Located within the Extraterritorial Jurisdiction (ETJ). The request for MD zoning is in conformance with the Cluster Residential place type within the Anna 2050 Future Land Use Plan if an equivalent amount of land is preserved for open space. The Townhome Units land use, as defined in the Zoning Ordinance, are not in conformance with the Cluster Residential place type. RECOMMENDATION: Please provide your thoughts on the proposed development. No vote is being requested for this item. Item No. 7.f. City Council Agenda Staff Report Meeting Date: 4/23/2024 Staff Contact: Lauren Mecke AGENDA ITEM: Consider/Discuss/Action on a Resolution approving a Pre-Annexation Development Agreement of a proposed commercial and multi-family dwelling planned development on 40± acres located at the northeast corner of future Rosamond Parkway and County Road 288. (Planning Manager Lauren Mecke) SUMMARY: The applicant is requesting to enter into a Pre-annexation Development Agreement with the city in order to adopt development regulations and development standards for 40± acres located at the northeast corner of future Rosamond Parkway and County Road 288. The property shall be developed as generally depicted on the Concept Plan, and includes a commercial and multi-family development referred to as Logan Crossing. City staff worked with the development team on the proposed land use entitlements and Concept Plan which are listed within the Development Regulations. FINANCIAL IMPACT: This item has no direct financial impact. However, annexation of the property will make it subject to City of Anna property taxes. Properties located in the Extraterritorial Jurisdiction (ETJ) are not taxed by the City. BACKGROUND: The applicant withdrew a proposed annexation and zoning amendment request which was recommended for denial by the Planning & Zoning Commission on April 1, 2024 due to the proposed zoning not being in conformance with the Future Land Use Plan of the Anna2050 Comprehensive Plan. The proposed Pre-Annexation Development Agreement is another method for properties in the Extraterritorial Jurisdiction to be developed and annexed into the City. The agreement implements development standards instead of zoning/land use requirements. This alternative method allows for the property owner to establish land use entitlements and restrictions with an agreement to annex in the future. STRATEGIC CONNECTIONS: This item supports the City of Anna Strategic Plan, specifically advancing the strategic outcome area: Unique. ATTACHMENTS: 1. Logan Crossing PADA Locator Map 2. Resolution (PADA) Logan Crossing 3. Exhibit 1 (PADA) Logan Crossing 4. Exhibit A (Metes & Bounds) Logan Crossing 5. Exhibit B (CP) Logan Crossing 6. PZ - STAFF REPORT (Zoning) Logan Crossing 7. Applicant Exhibit - Development Map 8. Applicant Exhibit - Property Location 9. Applicant Exhibit - Anna_MasterThoroughfarePlan COUNTY ROAD 290 RIVERLAWN DR LOFTWOOD LN RUNNIN G SPRINGS D R CHA P E L W O O D DR BAYBROOKLNFAIRDALEDRMISTYBROOKDRCROSS SHORE DR FAWN CREEK DRFORESTMANOR LNCOUNTY ROAD288S P I R ITSONGWAYMaxar, Microsoft, Copyright nearmap 2015 Subject Property City Limits ETJ ¯ 0 500 1,000250 Feet January 2024 H:\Notification Maps\Notification Maps\ Annexation - CR 288Pre-Annexation Development Agreement - Logan Crossing CITY OF ANNA, TEXAS RESOLUTION NO. A RESOLUTION OF THE CITY OF ANNA, TEXAS APPROVING THE WOODLAND ESTATES DEVELOPMENT AGREEMENT WITH THINKK BIG INVESTMENTS, LLC. RELATING TO DEVELOPMENT OF PROPERTY FOR A COMMERCIAL AND MULTI-FAMILY PLANNED DEVELOPMENT WHEREAS, approximately 40± acres of real property located in and/or near the municipal boundaries of the City, in Collin County, Texas is intended to be developed as a multiple-family residence planned development (the “Property”); and WHEREAS, the City intends that the Property be developed in accordance with the Logan Crossing Pre-Annexation Development Agreement, attached hereto as Exhibit 1; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ANNA, TEXAS THAT: Section 1. Recitals Incorporated. The recitals above are incorporated herein as if set forth in full for all purposes. Section 2. Approval and Authority to Execute The City Council hereby approves the Logan Crossing Pre-Annexation Development Agreement, attached hereto as Exhibit 1, and authorizes the Mayor’s or the City Manager’s execution of the same. The Mayor or City Manager are hereby authorized to execute all documents and take all other actions necessary to finalize, act under, and enforce the Development Agreement. PASSED by the City Council of the City of Anna, Texas, on this 23rd day of April 2024. ATTESTED: APPROVED: ________________________________ _________________________ Carrie L. Land, City Secretary Nate Pike, Mayor DEVELOPMENT AGREEMENT Page 1 DEVELOPMENT AGREEMENT This Development Agreement (this "Agreement") is entered effective as of April 23, 2024 (“Effective Date”) between and among the City of Anna, Texas, a Texas home-rule municipality (the "City") and Anna288 Holding, LLC (“Owner”) as follows: RECITALS WHEREAS, the City and the Owner are sometimes referenced herein collectively as the “Parties” or individually as a “Party”; and WHEREAS, the Owner owns a tract of real property being described in Exhibit A and depicted on Exhibit B (the “Property”); and WHEREAS, the Property is located within the extraterritorial jurisdiction of the City (the “ETJ”) and within the City’s Certificate of Convenience and Necessity for the provision of retail water and sewer service; and WHEREAS, the Owner desires to develop the Property solely for commercial and multiple-family residential development (the “Project”) with modified development standards as set forth in this Agreement (the “Development Standards”); and WHEREAS, the Parties desire to enter into this Agreement under Section 212.172, Texas Local Government Code, for the purposes stated therein and including, without limitation, to: (i) provide for the terms of annexation of the Property into the City limits; (ii) provide for the dedication, construction, and financing of infrastructure necessary to serve the Property and the Project and that benefit the City and the public; (iii) authorize the enforcement of certain land use and development regulations by the City other than those otherwise applicable within the City limits; (iv) specify the use and development of the Property before and after annexation; and (v) establish those other lawful terms and considerations regarding the Property and the Project deemed appropriate by the Parties; and WHEREAS, the Parties desire that the Property be annexed into the City’s corporate limits promptly after the Effective Date and that the Owner commences development of the Property promptly after the adoption of an ordinance by the City annexing the Property in accordance with this Agreement, and the approval of all required plans and permits for the Project; and WHEREAS, the Parties agree that the City has provided to the landowner of the Property, whether one or more, with: (1) a statement that the landowner is not required to enter into this Agreement; (2) a reference to the authority under which the City may annex the Property including without limitation Subchapter C-3, Chapter 43, Texas Local Government Code; (3) a plain-language description of the annexation procedures applicable to the Property; (4) a statement that said procedures require the landowner's consent; and (5) a statement regarding the municipality's limited waiver of immunity to suit; and WHEREAS, it is the Parties’ mutual intent that this agreement shall govern only the subject matter specifically set forth herein and shall supersede City Regulations only to the extent that any such City Regulations directly conflict with the terms of this Agreement; DEVELOPMENT AGREEMENT Page 2 NOW, THEREFORE, in consideration of the above recitals and the mutual consideration as reflected in the covenants, duties and obligations contained herein, the sufficiency of which is hereby acknowledged, the Parties hereto agree as follows, effective as of the Effective Date. SECTION 1. RECITALS INCORPORATED. The recitals set forth above are incorporated herein as if set forth in full to further describe the Parties' intent under this Agreement. SECTION 2. DEVELOPMENT STANDARDS / BUILDING MATERIALS. A. 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 City Regulations unless expressly stated to the contrary in this Agreement. City Regulations shall apply to the development and use of the Property unless expressly set forth to the contrary in this Agreement. It is expressly understood and the Parties agree that City Regulations applicable to the Property and its use and development include but are not limited to City Code provisions, ordinances, design standards, uniform codes, zoning regulations (but only to the extent not affected by this Agreement), and other policies duly adopted by the City including without limitation any such regulations or requirements that would otherwise be affected in any manner by Chapter 3000 of the Texas Government Code (“Materials and Methods Regulations”), all of which are collectively incorporated herein as if set forth in full for all purposes; provided, however, to the extent of any conflict between the requirements of Materials and Methods Regulations and the requirements of this Agreement, this Agreement shall control. For purposes of this Agreement, “City Regulations” mean the City’s applicable development regulations in effect on the Effective Date, including without limitation City Code provisions, ordinances, design standards, and other policies duly adopted by the City; provided, however, that as it relates to public infrastructure for any given phase of the Project, 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. B. With respect to all structures/development within the Property, Owner agrees to comply and to cause all other persons or entities to comply and any other successors or assigns to comply with all City Regulations and with the masonry material requirements and all other requirements of the Anna City Code of Ordinances (“Anna Code”, Article 9.04 Zoning Ordinance, Section 9.04.034 Supplementary District Regulations, Subsection (e) Architectural Design Standards, which are incorporated herein as if set forth in full for all purposes, and with the following standards (in the event of any conflict, the following listed standards shall govern). Notwithstanding the foregoing, a Subsequent Owner must agree in writing to assume Owner’s responsibilities set forth herein; provided, however, a Subsequent Owner’s failure to agree in writing does not alleviate a Subsequent Owner from being fully bound by this Agreement and this Agreement shall for all purposes run with the land and be binding on all Subsequent Owners. For purposes of this Agreement the term "Subsequent Owner” DEVELOPMENT AGREEMENT Page 3 means any person or entity that acquires all or any part of the Property from Owner or Owner's successor in title to the Property or any part thereof. C. Owner agrees that the Property shall be developed in conformance with the concept plan attached as Exhibit B. Owner further agrees that the mandatory Development Standards for the Property and Project are as set forth in Exhibit C. SECTION 3. ANNEXATION, LAND USE AND ZONING. A. Annexation and Services. (1) Annexation. Pursuant to Subchapter C-3, Chapter 43, Texas Local Government Code, this Agreement, as of the Effective Date, shall constitute Owner’s agreement to petition for the voluntary annexation of the Property into the corporate limits of the City. Owner shall submit an annexation petition/application to the City on the City’s standard form (the “Annexation Petition”) within sixty (60) days after the Effective Date. Owner shall further execute and supply any and all instruments and/or other documentation necessary for the City to legally annex the Property. The City shall, in accordance with applicable statutory requirements, take all steps necessary to complete the annexation of the Property within ninety (90) days following the date that Owner submits the Annexation Petition. Should the City fail to complete the annexation of the Property in accordance with this Agreement, Owner shall have the right to terminate this Agreement with 30 calendar days’ advance notice to the City; provided, however, that such termination shall not occur if the City completes the annexation of the Property before the expiration of said 30 calendar days’ advance notice provided by Owner. (2) Services. Pursuant to Section 43.0672, Texas Local Government Code, this Agreement shall further constitute an agreement for the provision of services to the Property to the extent the City provides such services to other properties within the City’s corporate limits having similar topography, land use and density. Immediately upon the annexation of the Property, the Property shall be entitled to receive all Municipal Services (i) on the same terms as other property within the City’s corporate limits; (ii) at the same rates as then provided within the City’s corporate limits, and (iii) without discrimination. B. Development and Zoning. (1) The Project is permitted to be developed on the Property in accordance with the terms of this Agreement. The Project shall be located within the Property, shall comply with the Development Standards set forth in Exhibit C, and shall be generally consistent with the Concept Plan attached hereto as Exhibit B, including any amendments to the Concept Plan permitted by the City Council as set forth below. The Concept Plan attached as Exhibit B, may be amended by Owner to do the following without requiring City approval: Relocate buildings (including individual dwelling units) from the locations shown on Exhibit B to other areas of the Property and/or reconfiguring the layout of buildings (including individual dwelling units) as long as the overall density does not exceed 25 units per acre for a multi-family dwelling and 12 units per acre for a Townhome Unit or Single-Unit or Duplex Unit Park. (2) The Parties do not anticipate that the Property will be zoned by the City unless such zoning is in accordance with this Agreement, including without limitation the Permitted Land Use, and such zoning does not include any more stringent development standards as those set forth herein without Owner’s DEVELOPMENT AGREEMENT Page 4 written consent to any such development standards. The Permitted Land Use under this Agreement is Regional Commercial (C-2) and Multi-Family Residential (MF) as described in Anna Code, Article 9.04, as of the Effective Date and as modified by this Agreement. Regardless of zoning regulations that may be adopted by the City this Agreement shall control to the extent of any conflict unless the Owner consents in writing to any such conflict. SECTION 4. DEVELOPMENT DEADLINES. A. Owner or any Subsequent Owner shall be obligated under this Agreement to timely meet the following deadlines: 1.Within six (6) years after City Council approval of this agreement or within three (3) years after the completion of Rosamond Parkway, east of the bridge crossing Hurricane Creek, whichever occurs first, Owner will have submitted a preliminary site plan, tree preservation plan, and preliminary civil engineering plans for the Property. 2.Within 180 days after City has approved the preliminary site plan, tree preservation plan, and preliminary civils, Owner shall have submitted preliminary plat, site plan, landscape plan, lighting plan, and full civil engineering plans for the Property. 3.A preconstruction meeting between Owner and City staff shall occur within 90 days of final approval of the civil engineering plans. 4.Site construction pursuant to final approved civil plans must commence within 120 days after the preconstruction meeting. 5.Owner must submit plans and specifications for the buildings and other improvements not part of the civil plans (the “Building Plans”) no later than 180 days after civil engineering plans are approved by the City. After the last to occur of (a) approval of the Building Plans by the City, (b) completion of all construction pursuant to civil plans, (c) acceptance of all civil construction and public improvements by the City, and (d) recordation of the multiple- family residence development final replat, Owner must submit an application for a building permit within 60 days thereafter (including without limitation the payment of all fees due to the City as required to develop the Property). 6.Recordation in the Official Records of Collin County, Texas of the multiple-family residence development final plat must occur within 180 days of commencement of site construction. 7.Vertical construction pursuant to the Building Plans for approved structures must commence within 120 days after the later to occur of the recordation of the multi-family DEVELOPMENT AGREEMENT Page 5 residence final plat and obtaining a building permit. B. Not by way of limitation as to other material terms and conditions, the deadlines stated above are material terms and conditions of this Agreement and any failure to meet any of the deadlines above (each, a “Deadline Default”) is a material default under this Agreement. In addition to all other remedies that the City may enforce under this Agreement or that is available to the City at law or in equity in the event of a Deadline Default, the City may in its sole discretion initiate and pursue a zoning case to change the zoning classification back to the Original Zoning Classification. In the event that the City initiates such a zoning case after a Deadline Default, the Owner shall not oppose the zoning case and shall be deemed to have fully and irrevocably released and waived any claim, cause of action, litigation or other challenge or proceeding to such zoning case on any legal basis or theory whatsoever. SECTION 5. DEFAULT. If Owner, its heirs, successors or assigns or any Subsequent Owner of the Property or any part thereof fails to comply with any of the material terms and conditions included in this Agreement (such defaulting owner referenced herein as “Defaulting Owner”), the City will have the following non-exclusive and cumulative remedies. A.Withholding of utilities or withholding or revocation of permits and other approvals required for development and use of the portion of the Property that is the subject of the default (but no other portions of the Property) including without limitation building permits and certificates of occupancy. B.The Defaulting Owner shall be liable to pay to the City the sum of $2,000 for each failure to comply with the Development Standards set forth of this Agreement. The Defaulting Owner shall be liable to pay the City said $2,000 sum per day for each day that such failure to comply occurs. The sums of money to be paid for such failure(s) is not to be considered as a penalty, but shall be deemed, taken and treated as reasonable liquidated damages that accrue per day that such a failure shall exist or occur. The said amounts are fixed and agreed upon by the parties because of the impracticability and extreme difficulty of fixing and ascertaining the actual damages the City in such event would sustain; and said amounts are agreed to be the amounts of damages which the City would sustain. In the event of a breach that is not timely cured as set forth below, the sum of liquidated damages shall be calculated to include each and every day of the occurrence of the breach beginning on the date that the City first provided written notice of such breach under this paragraph and the City shall not be required to provide any subsequent written notices as to subsequent dates or times during which such breach is repeated or continues to occur C.The non-defaulting party will additionally have any and all remedies available to it at equity or in law. DEVELOPMENT AGREEMENT Page 6 Notwithstanding the foregoing, a Defaulting Owner shall not be liable for the remedies under this section unless there is a breach of any material term or condition of this Agreement and such breach remains uncured after ninety (90) calendar days following receipt of written notice from the City provided in accordance with this Agreement describing said breach in reasonable detail (or, if the cure of the breach has diligently and continuously been undertaken but reasonably requires more than forty-five (45) calendar days to cure, then such additional amount of time as is reasonably necessary to effect the cure, as determined by both Parties mutually and in good faith but in no event shall such additional period exceed 120 days unless agreed to in writing by the parties to this Agreement). SECTION 6. BINDING ON SUCCESSORS, AGREEMENT RUNS WITH THE LAND. This Agreement will be binding upon and inure to the benefit of the parties' respective successors, assigns and personal representatives. This Agreement runs with the land and is binding on all subsequent owners of the Property or any portions thereof. This section shall be construed liberally to ensure the Parties’ intent that this Agreement shall be enforceable regardless of any change of ownership of or interest in the Property. Notwithstanding anything to the contrary in this Section 6 or elsewhere in this Agreement, if the Owner or a Subsequent Owner (the "Transferor") conveys, assigns, or transfers its entire interest in the Property or a part thereof (the "transferred Property") to a Subsequent Owner (the "Transferee") who assumes Transferor's obligations under this Agreement with respect to the transferred Property, the Transferor shall be automatically released from its obligations under this Agreement relating to the transferred Property subsequent to the date of transfer. SECTION 7. INDEMNIFICATION AND HOLD HARMLESS. THE OWNER OR ANY SUBSEQUENT OWNER OF THE PROPERTY (THE “INDEMNIFYING PARTY” WHETHER ONE OR MORE), HEREBY COVENANTS AND AGREES TO RELEASE, DEFEND, HOLD HARMLESS, AND INDEMNIFY THE CITY AND ITS OFFICIALS, OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ALL THIRD-PARTY CLAIMS, SUITS, JUDGMENTS, DAMAGES, AND DEMANDS AGAINST THE CITY, WHETHER REAL OR ASSERTED INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEY'S FEES, RELATED EXPENSES, EXPERT WITNESS FEES, CONSULTANT FEES, AND OTHER COSTS (TOGETHER, "CLAIMS"), ARISING OUT OF THE NEGLIGENCE OR OTHER WRONGFUL CONDUCT OF THE INDEMNIFYING PARTY, INCLUDING WITHOUT LIMITATION THE NEGLIGENCE OR OTHER WRONGFUL CONDUCT OF ANY OF ITS EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, MATERIAL MEN, AND AGENTS, IN CONNECTION WITH THE DESIGN OR CONSTRUCTION OF ANY PUBLIC INFRASTRUCTURE, STRUCTURES, OR OTHER FACILITIES OR IMPROVEMENTS THAT ARE REQUIRED OR PERMITTED UNDER THIS AGREEMENT AND/OR CITY REGULATIONS AND/OR ANY APPLICABLE DEVELOPMENT STANDARDS AND/OR ANY OTHER GOVERNING REGULATIONS; AND IT IS DEVELOPMENT AGREEMENT Page 7 EXPRESSLY UNDERSTOOD THAT SUCH CLAIMS SHALL, EXCEPT AS MODIFIED BELOW, INCLUDE CLAIMS EVEN IF CAUSED BY THE CITY'S OWN CONCURRENT NEGLIGENCE SUBJECT TO THE TERMS OF THIS SECTION. THE INDEMNIFYING PARTY SHALL NOT, HOWEVER, BE REQUIRED TO INDEMNIFY THE CITY AGAINST CLAIMS CAUSED BY THE CITY'S SOLE NEGLIGENCE OR BY THE CITY'S WILLFUL MISCONDUCT OR GROSS NEGLIGENCE. IF THE CITY INCURS CLAIMS THAT ARE CAUSED BY THE CONCURRENT NEGLIGENCE OF THE INDEMNIFYING PARTY AND THE CITY, THE INDEMNIFYING PARTY’S INDEMNITY OBLIGATION WILL BE LIMITED TO A FRACTION OF THE TOTAL CLAIMS EQUIVALENT TO THE INDEMNIFYING PARTY’S OWN PERCENTAGE OF RESPONSIBILITY. THE INDEMNIFYING PARTY FURTHER COVENANTS AND AGREES TO RELEASE, DEFEND, HOLD HARMLESS, AND INDEMNIFY, THE CITY AGAINST ANY AND ALL CLAIMS BY ANY PERSON CLAIMING AN OWNERSHIP INTEREST IN THE PROPERTY AS OF THE EFFECTIVE DATE WHO HAS NOT SIGNED THIS AGREEMENT IF SUCH CLAIMS RELATE IN ANY MANNER OR ARISE IN CONNECTION WITH: (1) THE CITY'S RELIANCE UPON ANY OF THE INDEMNIFYING PARTIES’ REPRESENTATIONS IN THIS AGREEMENT; (2) THIS AGREEMENT OR OWNERSHIP OF THE PROPERTY; OR (3) THE CITY'S APPROVAL OF ANY TYPE OF DEVELOPMENT APPLICATION OR SUBMISSION WITH RESPECT TO THE PROPERTY. At no time shall the City have any control over or charge of the design, construction or installation of any of the improvements to the Property or related work or undertakings, nor the means, methods, techniques, sequences or procedures utilized for the design, construction or installation related to same. This Agreement does not create a joint enterprise or venture between the City and any of the Indemnified Parties. This section shall survive the termination of this Agreement. SECTION 8. RECORDATION. This document, including all Exhibits, shall be recorded in the Official Records of Collin County, Texas. SECTION 9. ENTIRE AGREEMENT. This Agreement is the entire agreement of the parties regarding the subject matter hereto and supersedes and replaces any prior agreements relating to the same subject matter. SECTION 10. RECITALS AND EXHIBITS. The recitals herein and exhibits attached hereto are hereby incorporated by reference. SECTION 11. AUTHORITY. Owner represents and warrants to the City that the Owner owns the Property and that this Agreement is binding and enforceable on the Property. Owner may sell the Property or a part thereof to a person or entity (the “Closing”) prior to commencement of site construction on the property sold, and in such event the DEVELOPMENT AGREEMENT Page 8 Subsequent Owner shall be required to acknowledge and assume all obligations, liabilities and indemnifications under this Agreement. SECTION 12. INVALID PROVISIONS. If any provision of this Agreement is held not valid, such provision will be deemed to be excised there from and the invalidity thereof will not affect any of the other provisions contained herein. SECTION 13. ESTOPPEL. On or before 45 days after receipt of a written request from an owner of the Property that desires to transfer its interest in the Property or borrow money secured by a mortgage or deed of trust against the Property or a prospective transferee of an owner's interest or an existing or prospective mortgagee, the City will execute and deliver an estoppel certificate stating that, to the best of the City’s knowledge: (i) the transferring or borrowing owner is not in default under this Agreement; and (ii) this Agreement is in full force and effect and whether there are any amendments thereto. SECTION 14. FORCE MAJEURE. Whenever a period of time is prescribed in this Agreement for a Party (the “Acting Party”) to take an action (other than a payment obligation), the Acting Party will not be liable or responsible for, and there will be excluded from the computation of any such time period, the period of time (the “Force Majeure Period”) of delays caused by strikes, riots, acts of God, pandemic, enemy action, shortages of labor or materials, war, acts of terrorism, flood, fire, explosion, unavoidable casualty, or any other causes that are beyond the reasonable control of the Acting Party or any of its employees, agents, or contractors, but not any economic hardship, changes in market conditions, and insufficiency of funds (“Force Majeure”). However, a date will only be extended by a Force Majeure Period if the Acting Party gives notice to the other Party of the occurrence or commencement of the event that constitutes Force Majeure within ten days after the Acting Party knows of the existence or commencement of such event, and claims (in such notice) that such event constitutes Force Majeure. A Party that has claimed the right to temporarily suspend its performance under this section shall provide written reports to the other Party at least once every week detailing: (i) the extent to which the force majeure event or circumstance continue to prevent the Party’s performance; (ii) all of the measures being employed to regain the ability to perform; and (iii) the projected date upon which the Party will be able to resume performance, which projected date the Parties agree and acknowledge is only an estimate and not a binding commitment by the Party claiming force majeure. SECTION 15. EFFECTIVE DATE. This Agreement will be effective upon the Effective Date first stated herein. SECTION 16. MISCELLANEOUS. DEVELOPMENT AGREEMENT Page 9 A. Notices. Any and all notices required to be given by either of the parties hereto must be in writing and will be deemed delivered upon personal service, if hand-delivered, or when mailed in the United States mail, certified, return receipt requested, addressed as follows: To City: City Manager City of Anna 120 W 7th Street Anna, Texas 75409 With a copy to: Wolfe, Tidwell & McCoy, LLP Attn: Clark McCoy 2591 Dallas Parkway, Suite 300 Frisco, Texas 75034 To Property Owner: Anna288 Holding, LLC Attn: Prithviraj Loganathan 421 County Club Road Fairview, TX 75069 B. Interpretation. Each Party has been actively involved in negotiating this Agreement. Accordingly, a rule of construction that any ambiguities are to be resolved against the drafting Party will not apply to interpreting this Agreement. In the event of any dispute over the meaning or application of any provision of this Agreement, 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. Headings in this Agreement are for the convenience of the Parties and are not intended to be used in construing this document. C. Time. In this Agreement, time is of the essence and compliance with the times for performance herein is required. D. Authority and Enforceability. The City represents and warrants that this Agreement has been approved by official action by the City Council of the City in accordance with all applicable public notice requirements (including, but not limited to, notices required by the Texas Open Meetings Act) and that the individual executing this Agreement on behalf of the City has been duly authorized to do so. Owner represents and warrants that this Agreement has been approved by appropriate action of Owner, and that each individual executing this Agreement on behalf of Owner has been duly authorized to do so. Owners represents and warrants that this Agreement has been approved by appropriate action of Owners, and that each individual executing this Agreement on behalf of Owners 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. E. 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 DEVELOPMENT AGREEMENT Page 10 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. F. Applicable Law; Venue. This Agreement is entered into pursuant to, and is to be construed and enforced in accordance with, the laws of the State of Texas, and all obligations of the Parties are performable in Collin County, Texas. 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. G. 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. H. 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. I. Complete Agreement. This Agreement embodies the entire Agreement between the Parties and cannot be varied or terminated except as set forth in this Agreement, or by written agreement of the Parties expressly amending the terms of this Agreement. By entering into this Agreement, any previous agreements or understanding between the Parties relating to the same subject matter are null and void. J. Consideration. This Agreement is executed by the Parties hereto without coercion or duress and for substantial consideration, the sufficiency of which is hereby acknowledged. K. Form 1295. Submitted herewith is a completed Form 1295 generated by the Texas Ethics Commission’s (the “TEC”) electronic filing application in accordance with the provisions of Section 2252.908 of the Texas Government Code and the rules promulgated by the TEC (the “Form 1295”). The City hereby confirms receipt of the Form 1295 from the Owner, and the City agrees to acknowledge such form with the TEC through its electronic filing application not later than the 30th day after the receipt of such form. [signature page follows] CITY OF ANNA By: ____________________ Ryan Henderson, Interim City Manager IN WITNESS WHEREOF: STATE OF TEXAS COUNTY OF COLLIN Before me, the undersigned notary public, on the day of ______ 2024, appeared Ryan Henderson, known to me (or proved to me) to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same in his capacity as Interim City Manager of the City of Anna, Texas. Notary Public, State of Texas Anna288 Holding, LLC 421 County Club Road Fairview, TX 75069 By: ____________________ Prithviraj Loganathan IN WITNESS WHEREOF: STATE OF TEXAS COUNTY OF DALLAS Before me, the undersigned notary public, on the day of ______ 2024, appeared __________________, known to me (or proved to me) to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he/she executed the same in his/her capacity as property owner Notary Public, State of Texas EXHIBIT A PROPERTY DESCRIPTION EXHIBIT B CONCEPT PLAN EXHIBIT C DEVELOPMENT STANDARDS 1. Purpose The purpose of these Development Standards is to facilitate the development of a commercial and multi-family development. 2. Definitions Except as otherwise provided herein, the definitions of the City’s Zoning Ordinance 3. Standards and Area Regulations. A. The location of the development districts shall be in substantial conformance with Exhibit B (Concept Plan). B. 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 Planned Development (PD) District, Regional Commercial (C-2) District and Multi-Family Residential (MF) District, and the Planning and Development Regulations except as otherwise specified herein. i. No less than 7 acres shall be C-2. ii. Single-Unit or Duplex Unit Park is allowed by right in the MF district. iii. A maximum of 430 dwelling units in the overall development. iv. Total open space may be shared between multi-family lots. 4. Design Standards All structures, construction, building materials, and other aspects of Development within the Property shall conform to all City Regulations directly or indirectly governing the Regional Commercial (C-2) District or Multi-Family (MF) District—to the extent said zoning districts apply to any given area(s) within the Property—including without limitation the Anna City Code of Ordinances, Article 9.04 Zoning Ordinance, as well as the following listed standards (and in the event of any conflict, the following listed standards shall govern). A. All structures shall have at least seventy percent (70%) of the total exterior walls, excluding doors and windows, constructed of masonry (brick, stone, pre-cast stone, stucco materials and/or other similar veneer materials) with no more than thirty percent (30%) consisting of cementitious siding or paneling. Stucco materials shall not exceed fifty percent (50%) of any exterior wall or structure. B. Where the function of an individual business, or the recognized identity of a brand dictates a specific style, image, or building material associated with that company, the masonry provision may be modified; however, the development shall maintain harmony in terms of overall project design and appearance, and any such design modification shall be subject to approval by the City Council. C. Four architectural design features are required on facades facing public streets and multi-family residential. Acceptable architectural design features may include but are not limited to: i. Articulation of building facade, ii. A horizontal change in building materials between stories of a building, iii. Variation in building materials between vertical intervals, iv. Variations in window placement, v. Architectural features such as shutters, awnings, dormers, chimneys, decorative moldings or ornamental details, and vi. Roof height, pitch, ridgelines and materials shall be varied to create visual interest and avoid repetition. Page 1 of 3 ANNEXATION DESCRIPTION CITY OF ANNA ANN288 HOLDINGS LLC JOHN M. KINCADE SURVEY, ABSTRACT NO. 509, COLLIN COUNTY, TEXAS 37.766 ACRES BEING a 37.766 acre tract of land situated in the John M. Kincade Survey, Abstract No. 509, Collin County, Texas, and being all of a called 36.042 acre tract of land conveyed to Anna288 Holdings LLC by a Warranty Deed as recorded in Instrument Number 2023000033019, Oĸcial Public Records, Collin County, Texas and being all of a called 1.723 acre tract of land conveyed to Anna288 Holdings LLC by a Warranty Deed as recorded in Instrument Number 2023000033008, Oĸcial Public Records, Collin County, Texas; said 37.766 acre tract being more parƟcularly described as follows: BEGINNING at the southwest corner of said 36.042 acre tract, the northwest corner of a called 5.014 acre tract of land conveyed to Elizabeth C. Sharpe by a Warranty Deed recorded in Clerks File Number 93-0080990, Kĸcial Public Records, Collin County, Texas and being in the approximate centerline of County Road 288 (no record found); THENCE North 02 degrees 52 minutes 17 seconds East along the west line of said 36.042 acre tract and the approximate centerline of said County Road 288, passing at a distance of 169.81 feet, the southwest corner of said 1.723 acre tract, a northwest corner of said 36.042 acre tract, along the west line said 1.723, passing at a distance of 209.96 feet, the western most northwest corner of said 1.723 acre tract, a southwest corner of said 36.042 acre tract,conƟnuing along the west line of said 36.042 acre tract, in all a total distance of 798.04 feet to the most northern northwest corner of said 36.042 acre tract, the southwest corner of a tract of land conveyed to Frank Webb et ux by a General Warranty Deed as recorded in Instrument Number 20180621000770740, Oĸcial Public Records, Collin County, Texas and being in the approximate centerline of said County Road 288; THENCE South 88 degrees 56 minutes 06 seconds East deparƟng the approximate centerline of said County Road 288, along the north line of said 36.042 acre tract and the south line of said Webb tract, a distance of 538.22 feet to the southeast corner of said Webb tract, the south corner of a called 24.180 acre tract of land conveyed to Janet Smith Revocable Trust by a Special Warranty Deed as recorded in Instrument Number 2022000139499, Oĸcial Public Records, Collin County, Texas and an angle point in the north line of said 36.042 acre tract; THENCE North 87 degrees 12 minutes 19 seconds East along the north line of said 36.042 acre tract and the south line of said 24.180 acre tract, a distance of 1,313.69 feet to a point for corner in the approximate centerline of a creek; said point being the northeast corner of said 36.042 acre tract and the southeast corner of said 24.180 acre tract; THENCE in a southerly direcƟon, along the east line of said 36.042 acre tract and the approximate centerline of said creek, the following eleven (11) courses and distances: South 03 degrees 18 minutes 27 seconds West, a distance of 37.64 feet to an angle point; South 13 degrees 32 minutes 56 seconds East, a distance of 39.65 feet to an angle point; Page 2 of 3 South 22 degrees 09 minutes 20 seconds East, a distance of 73.37 feet to an angle point; South 09 degrees 19 minutes 42 seconds East, a distance of 237.53 feet to an angle point; South 22 degrees 52 minutes 20 seconds East, a distance of 112.22 feet to an angle point; South 31 degrees 45 minutes 20 seconds East, a distance of 141.18 feet to an angle point; South 31 degrees 11 minutes 15 seconds East, a distance of 42.71 feet to an angle point; South 26 degrees 25 minutes 41 seconds East, a distance of 56.21 feet to an angle point; South 17 degrees 08 minutes 02 seconds East, a distance of 43.77 feet to an angle point; South 09 degrees 26 minutes 56 seconds West, a distance of 39.18 feet to an angle point; South 50 degrees 55 minutes 16 seconds West, a distance of 170.64 feet to the southeast corner of said 36.042 acre tract and in the north line of a called 33.223 acre tract of land conveyed to Blue Spruce LLC by a Special Warranty Deed as recorded in Instrument Number 20200616000906060, Kĸcial Public Records, Collin County, Texas; THENCE North 87 degrees 11 minutes 11 seconds West deparƟng the approximate centerline of said creek, along the south line of said 36.042 acre tract and the north line of said 33.223 acre tract, a distance of 906.14 feet to a point for corner in the south line of said 36.042 acre tract and the northwest corner of said 33.223 acre tract; THENCE South 20 degrees 46 minutes 56 seconds West along a southeast line of said 36.042 acre tract and the northwest line of said 33.223 acre tract, a distance of 74.45 feet to a south corner of said 36.042 acre tract, in the northwest line of said 33.223 acre tract and being the northeast corner of said 5.014 acre tract; THENCE North 87 degrees 16 minutes 52 seconds West along the south line of said 36.042 acre tract and the north line of said 5.014 acre tract, a distance of 1,072.31 feet to the POINT-OF-BEGINNING, containing 1,645,067 square feet or 37.766 acres of land. CALLED 36.042 ACRESANNA288 HOLDINGS LLCINST. NO. 202300003301939.65S13°32'56"E73.37S22°09'20"E237.53S09°19'42"E112.22S22°52'20"E141.18S31°45'20"E42.71S31°11'15"E56.21S26°25'41"E43.77S17°08'02"E39.18S09°26'56"W170.64S50°55'16"WN87°11'11"W 906.1474.45S20°46'56"WN02°52'17"E 798.04 S88°56'06"E 538.22N87°12'19"E 1313.6937.64S03°18'27"WN87°16'52"W 1072.31CALLED 1.723 ACRESANNA288 HOLDINGS LLCINST. NO. 202300003300837.766 ACRES1,645,067 SQ.FT.P.O.B.COUNTY ROAD 288 169.81 40.15N:\0044000.00\06 CAD\DWG\SURVEY C3D\0044000.00_ANNEXATION.DWG 33ANNA, TEXAS12/21/23CITY OF ANNAANNEXATION EXHIBITBEING A 37.766 ACRE TRACTLOCATED IN THEJOHN M. KINCADE SURVEY,ABSTRACT NO. 509,COLLIN COUNTY, TEXAS37.767 ACRE TRACT - CITY OF ANNA, TX - ANNEXATION EXHIBITSHEET NUMBER:DATE:OFPhone(214) 473-46402901 Dallas Parkway, Suite 400Toll Free(888) 937-5150Plano, TX 75093TBPELS ENGINEERING FIRM REGISTRATION NO. 11756TBPELS SURVEYING FIRM REGISTRATION NO. 100743010'300'600'© 2023 Westwood Professional Services, Inc.Common Ground AllianceCall 48 Hours before digging:811 or call811.comPROJECT NUMBER: 0044000.00LEGENDP.O.B.POINT OF BEGINNINGINST. NO.INSTRUMENT NUMBERVOL. PG.VOLUME, PAGEINST. NO.INSTRUMENT NUMBERNOTE:THIS IS NOT A BOUNDARY SURVEY AND DOES NOTREPRESENT AN ACTUAL ON THE GROUND SURVEY. COUNTY ROAD 288FUTURE R.O.W. (120' width)R3 0'R30 'R3 0'R3 0'R 3 0'R30'R30 'R3 0 'R3 0 '920' TO CR 288 x CR 290 INTERSECTION332' TO NEAREST DRIVEWAY285' TO CR 288 x FUTURE ROSAMOND PARKWAY INTERSECTION332' TO NEAREST DRIVEWAY442' TO CR 288 x FUTURE ROSAMOND PARKWAY INTERSECTION 425' TO NEAREST DRIVEWAYN02°58'22.47"E 169.81N87°16'49.19"W 1074.91 S20°46'55.72"W 74.45N87°11'11.28"W 906.14 S50°55'15.46"W 170.63S31°45 '19 .54 "E 141 .18S09°26'56.46"W 39.18S22°52'19 .54"E 112 .22S09°19'41.54"E 237.53S22°09'19 .54"E 73 .37 N87°12'19.28"E 1313 . 6 9 S88°56'05.97"E 538.22 N03°04'45.39"E 588.08R3 0'R 3 0'R30'R3 0'R 30'100-YR FLOODPLAIN 100-YR FLOODPLAIN PROPOSED AMENITY 3000 SF PROPOSED AMENITY 3300 +/- SF PROPOSED AMENITY 2500 SF Amenity/ Leasing 100-YR FLOODPLAIN VIABILITY TRIANGLE VISIBILITY TRIANGLE STREAM PER NWI DATABASE STREAM PER NWI DATABASE 100-YR FLOODPLAIN HURRICANE CREEK TRIBUTARY PER NWI DATABASE Amenity 2 5 ' D r a in ag e 1 2 3 4 5 6 7 8 10 9 11 12 114 113 19 20 25 26 21 22 16 17 18 23 24 28 27 30 29 31 3332 34 37 3835 36 41 42 39 40 47 48 101 102 43 44 45 46 49 50 51 52 53 54 55 56 61 62 63 64 57 58 59 60 65 66 67 68 158 157 152 151 162 161 97 98 94 93 95 96 91 92 88 87 89 90 83 84 85 8681 82 78 80 79 77 150149 147 148 144 143 138 142 141 137 136130 129 135127 128 117 118 122 121 69 70 105 106 119 120 99 100 124 123 72 71 73 74 111 112 131 132 145 146 107 108 125 126 115 116 75 76 103 104 133 134 109 110 139 140 175 176 173 174 171 172 167168RESTAURANT1RESTAURANT2RETAIL 2 RETAIL 1 RESTAURANT 3 BUILDING B1 3 STORIES 47 UNITS BUILDING A1 3 STORIES 33 UNITS 160 159 165 166170 169 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 156 155 153 154 163 164 Property ID: 1621711 ABS A0509 J M KINCAID SURVEY, TRACT 19, 1.449 ACRES WEBB FRANK & LEDAWN LAND USE: ETJ Property ID: 1007243 Legal:ABS A0509 J M KINCAID SURVEY, TRACT 3, 9.251 ACRES Owner:SMITH JANET REVOCABLE TRUST LAND USE: ETJ Property ID: 2671000 Legal:ABS A0509 J M KINCAID SURVEY, TRACT 37, 17.944 ACRES Owner:SYPOWICZ DENNIS & EDNA LAND USE: ETJ Property ID: 2670999 Legal:ABS A0509 J M KINCAID SURVEY, TRACT 23, 5.0 ACRES Owner:FUDGE PHILLIP CARL & LAND USE: ETJ Property ID: 2671000 Legal:ABS A0509 J M KINCAID SURVEY, TRACT 37, 17.944 ACRES Owner:SYPOWICZ DENNIS & EDNA LAND USE: ETJ Property ID: 2657309 Legal:ABS A0509 J M KINCAID SURVEY, TRACT 6, 15.203 ACRES Owner:BLUE SPRUCE LLC LAND USE: ETJ Property ID: 2709793 Legal:ABS A0509 J M KINCAID SURVEY, TRACT 4, 5.62 ACRES Owner:DEL MEYER CLAYTON LAND USE: ETJ Property ID: 2121285 Legal:ABS A0509 J M KINCAID SURVEY, TRACT 5, 4.66 ACRES Owner:SHARP ELIZABETH C LAND USE: ETJ Property ID: 2817128 Legal:ABS A0509 J M KINCAID SURVEY, TRACT 39, 33.226 ACRES Owner:BLUE SPRUCE LLC LAND USE: ETJ Property ID: 2063653 Legal:ABS A0509 J M KINCAID SURVEY, TRACT 32, 4.3 ACRES Owner:SMITH JANET REVOCABLE TRUST LAND USE: ETJ Property ID: 1007216 Legal:ABS A0509 J M KINCAID SURVEY, TRACT 1, 30.2181 ACRES Owner:MM ANNA 325 LLC LAND USE: ETJSTREAM HURRICANE CREEK 13 14 15 6' MASONRY WALL20' LANDSCAPESETBACK25'120' ROWFUTURE ROSAMOND PARKWAY10.0' LANDSCAPE SETBACK 25' BUILDINGSETBACK25' BUILDINGSETBACK25' DRAINAGEEASEMENT25' D R AI N A GE EASE ME NT 58' DOUBLE BARREL ENTRANCE 30'30' 24'24'21'100'11'24'30'24' 24'24'30' FIRELANE TYP.30'30'24' 24' FIRE LANE TYP.31'31'31'31'31' 31'31'60' ROW 25' BUILDINGSETBACK15'37' B-B16'37' B-B15'31'16'25' (TYP.)100'(TYP.)BUILDING B2 3 STORIES 47 UNITS BUILDING B3 3 STORIES 47 UNITS BUILDING A2 3 STORIES 33 UNITS Pool OPEN SPACE 26' FIRE LANE TYP.R30'R 3 0 ' T Y P . R30' 24'R30'25' R 3 0 ' 52.00'65.00'62.00'30.0'32.0'17.0'780 SF 780 SF 1,040 SF 1,054 SF 1,040 SF PRODUCT A - TWO UNITS SINGLE STORY / ONE BEDROOM PER UNIT PRODUCT B - TWO UNITS SINGLE STORY / TWO BEDROOM PER UNIT PRODUCT C - TWO UNITS (ONE UPSTAIRS/ONE DOWNSTAIRS) TWO STORY ONE BEDROOM DOWNSTAIRS TWO BEDROOM UPSTAIRS 10.00' MINIMUM SPACING REQUIRED BETWEEN BUILDINGS PRODUCT D - TWO UNITS TWO STORY / THREE BEDROOM PER UNIT 1450 SF 50.0'29.0'CURRENT DALLAS CN:\0044000.00\06 CAD\DWG\SITE DESIGN C3D\0044000 ANNA TEXAS CP 8.DWG2024 Westwood Professional Services, Inc.BUILDING TYPES SCALE 1" = 30'-0" MF TRACT 3 MF TRACT 1 C-2 TRACT 2 PROPERTY LINE COVERED PARKING SPACE UNCOVERED PARKING SPACE FIRE LANE (generally located within easement dedication) LEGEND REFUSE FACILITY ZONE A 100-YEAR FLOOD AREA PER FIRM PANEL 48085C0155J. OPEN SPACE IN COMPLIANCE WITH: - FUTURE ROSAMOND PARKWAY IS LISTED AS A PRINCIPAL ARTERIAL (120' R.O.W.) - SITE ALLOWS FOR A 60' R.O.W. DEDICATION COUNTY ROAD 288 (MEASURED FROM THE CENTER OF THE R.O.W.) Note: Bearings and distances were created from county parcels, not with survey data. Minimum spacing between buildings is 10 feet. 37.8 ACRES CITY OF ANNA, COLLIN COUNTY, TEXAS ABS A0509 J M KINCAID SURVEY, TRACT 31 & TRACT 2 MARCH 26, 2024ANNA, TEXAS | COLLIN COUNTY THE SITE PLAN IS FOR CITY REVIEW ONLY TO ILLUSTRATE COMPLIANCE WITH ZONING AND DEVELOPMENT REGULATIONS. IT IS NOT INTENDED FOR CONSTRUCTION PURPOSES. OWNER: Anna 288 Holding, LLC 421 COUNTRY CLUB RD FAIRVIEW, TX 75069-1572 ENGINEER: WESTWOOD P.S. PARKWAY CENTRE 1 2901 DALLAS PARKWAY SUITE 400 PLANO, TX 75093 PHONE: 214.473.4640 CONTACT: TIM MULROONEY Phone (214) 473-4640 2901 Dallas Parkway, Suite 400 Toll Free (888) 937-5150 Plano, TX 75093 Firm No. F-11756 EXHIBIT A SCALE: 1" = 80' - 0" Feet 0 80 160 SITE CITY OF ANNA (NOT TO SCALE) VICINITY MAP HUR RI C A N E CREEKCR 288STANDRIDGE BLVDCREEK MEADOW DR SHADYBROOKTRL CENTRAL EXPRESSWAY75CR 368CR 370 CITY OF ANNA ETJ. 52.00'65.00'62.00'30.0'32.0'17.0'780 SF 780 SF 1,040 SF 1,054 SF 1,040 SF PRODUCT A - TWO UNITS SINGLE STORY / ONE BEDROOM PER UNIT PRODUCT B - TWO UNITS SINGLE STORY / TWO BEDROOM PER UNIT PRODUCT C - TWO UNITS (ONE UPSTAIRS/ONE DOWNSTAIRS) TWO STORY ONE BEDROOM DOWNSTAIRS TWO BEDROOM UPSTAIRS 10.00' MINIMUM SPACING REQUIRED BETWEEN BUILDINGS PRODUCT D - TWO UNITS TWO STORY / THREE BEDROOM PER UNIT 1450 SF 50.0'29.0'CURRENT DALLAS CN:\0044000.00\06 CAD\DWG\SITE DESIGN C3D\0044000 ANNA TEXAS CP 8.DWG2024 Westwood Professional Services, Inc.BUILDING TYPES SCALE 1" = 30'-0" PROPERTY LINE COVERED PARKING SPACE UNCOVERED PARKING SPACE FIRE LANE (generally located within easement dedication) LEGEND REFUSE FACILITY ZONE A 100-YEAR FLOOD AREA PER FIRM PANEL 48085C0155J. OPEN SPACE IN COMPLIANCE WITH: - FUTURE ROSAMOND PARKWAY IS LISTED AS A PRINCIPAL ARTERIAL (120' R.O.W.) - SITE ALLOWS FOR A 60' R.O.W. DEDICATION COUNTY ROAD 288 (MEASURED FROM THE CENTER OF THE R.O.W.) Note: Bearings and distances were created from county parcels, not with survey data. Minimum spacing between buildings is 10 feet. 37.8 ACRES CITY OF ANNA, COLLIN COUNTY, TEXAS ABS A0509 J M KINCAID SURVEY, TRACT 31 & TRACT 2 MARCH 26, 2024ANNA, TEXAS | COLLIN COUNTY THE SITE PLAN IS FOR CITY REVIEW ONLY TO ILLUSTRATE COMPLIANCE WITH ZONING AND DEVELOPMENT REGULATIONS. IT IS NOT INTENDED FOR CONSTRUCTION PURPOSES. OWNER: Anna 288 Holding, LLC 421 COUNTRY CLUB RD FAIRVIEW, TX 75069-1572 ENGINEER: WESTWOOD P.S. PARKWAY CENTRE 1 2901 DALLAS PARKWAY SUITE 400 PLANO, TX 75093 PHONE: 214.473.4640 CONTACT: TIM MULROONEY Phone (214) 473-4640 2901 Dallas Parkway, Suite 400 Toll Free (888) 937-5150 Plano, TX 75093 Firm No. F-11756 EXHIBIT A SITE CITY OF ANNA (NOT TO SCALE) VICINITY MAP HUR RI C A N E CREEKCR 288STANDRIDGE BLVDCREEK MEADOW DR SHADYBROOKTRL CENTRAL EXPRESSWAY75CR 368CR 370 CITY OF ANNA ETJ. Page 1 of 7 CITY OF ANNA Planning & Zoning Commission April 1, 2024 Zoning: Logan Crossing Applicant: Prlthviraj Loganathan-Anna288 Holding, LLC DESCRIPTION: Conduct a Public Hearing/Consider/Discuss/Action on a request to annex and zone 37.8 acres to Planned Development for a multi-family lot, townhome unit and single- unit/duplex-unit park on one lot, & commercial development on located at the northeast corner of future Rosamond Parkway and County Road 288. REMARKS: The Multi-Family Residential (MF) district provides for high-density residential development, targeting well-designed multi-family uses serving as a transition between medium-density residential development and commercial nodes. This district encourages multi-family uses with site development characteristics that accommodate open space and access to light and air. The Regional Commercial (C-2) district provides for medium- to large-scale development of retail, service, entertainment, and office necessary for a regional market. This district primarily facilitates commercial development, like big box and anchor retailers and intensive shopping strip centers that are automobile oriented and generate high traffic counts. A Concept Plan, Logan, accompanies this request as Exhibit A. Surrounding Land Uses and Zoning North Single-family dwellings and agriculture located in the ETJ East Across Hurricane Creek, vacant land zoned Planned Development (Villages of Hurricane Creek – North; Ord. No. 932-2021) South Single-family dwellings and agriculture located in the ETJ West Across CR 288, single-family dwelling and agriculture located in the ETJ Page 2 of 7 Conformance with the Anna 2050 Comprehensive Plan The Anna 2050 Future Land Use Plan identifies this area as Ranching & Agricultural place type. The Ranching & Agricultural place type states that Cluster Residential may be appropriate when preservation of open space is included. The Preferred Scenario Diagram identifies this property as Estate Residential and Suburban Living. On the following pages are the pages from the Comprehensive Plan for each place type. The proposed zoning districts are not in conformance with the Ranching and Agricultural place type. Proposed Stipulations The applicant is requesting the following variances from the Zoning Ordinance: •Open Space Requirement - The applicant is requesting the open space requirements to be shared between the two multi-family zoned lots. o Sec. 9.04.029 for both Multi-family dwelling and Townhome unit and Single-unit or Duplex Unit Park: (B) Each lot or parcel of land that is used for a Multi-Family Dwelling shall provide on the same lot or parcel of land usable open space, per Table 20: Multi-Family Dwelling Open Space below. Table 20: Multi-Family Dwelling Open Space Number of Bedrooms Size 1 or less 600 square feet Each additional bedroom over 1 300 square feet o As drawn on the Concept Plan, the applicant is not requesting a reduction of the open space requirement. o If the zoning request is approved, staff can ensure that open space is shared between the two properties by the plat with access easements to benefit each lot. o A significant portion of the property contains flood plain and Hurricane Creek. Page 3 of 7 Page 4 of 7 Page 5 of 7 Page 6 of 7 Page 7 of 7 SUMMARY: Request to annex and zone 37.8± acres to Planned Development for a multi-family lot, townhome unit and single-unit/duplex-unit park on one lot, & commercial development on located at the northeast corner of future Rosamond Parkway and County Road 288. The request for multi-family and commercial zoning is not in conformance with the Anna 2050 Future Land Use Plan. RECOMMENDATION: The Planning & Zoning Commission shall make a recommendation to City Council: (i) To approve the rezoning, or (ii) To deny the rezoning, or (iii) To approve the rezoning with conditions. If the Planning & Zoning Commission votes in favor of the request, below are recommended restrictions of the applicants’ zoning request: A. The location of the planned development zoning district shall be in substantial conformance with the Concept Plan. B. Standards and Area Regulations: 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 Planned Development (PD) District, Regional Commercial (C-2) District and Multi-Family Residential (MF) District, and the Planning and Development Regulations except as otherwise specified herein. 1. Total Open space may be shared between multiple lots. COLLIN C OUNTY OUTER LOO P ST5 ST5 WHITE HOUSTON SHERLEYWESTONSAM RAYBURNWESTON£¤75 [\2862 [\455 [\455 [\2862 [\455 [\455 Ma jor Highway Ma jor Arterial (120' ROW) - Existing Ma jor Arterial (120' ROW) - New Minor Arterial (90' ROW) - Exist ing Minor Arterial (90' ROW) - New Ma jor Collector (80' ROW) - Existing Ma jor Collector (80' ROW) - New Minor Collector (60' ROW) - Existing Minor Collector (60' ROW) - New Anna City Limits Proposed Downtown Core Proposed Downtown Neighborhood Parks Railroads Lakes Streams ANNA 2045 MASTER THOROUGHFARE PLAN [\2862 [\455SHERLEYFOURTH WHITE WHITE ST5 ST5 ST5 D O W N T O W N I N S E T M A P Downtown Street Types Downtown Arterial Downtown Type A Downtown Type B Item No. 7.g. City Council Agenda Staff Report Meeting Date: 4/23/2024 Staff Contact: Justin Clay AGENDA ITEM: Consider/Discuss/Action on a Resolution authorizing the City Manager to execute a contract with ANA Site Construction, LLC for the construction of two additional traffic lanes on East Finley Boulevard between State Highway 5 and Sharp Street. (CIP Manager Justin Clay) SUMMARY: This item is to award the construction contract for construction of 2 new lanes on Finley Boulevard between State Highway 5 and Sharp Street. The project scope includes: roadway paving, drainage, sidewalks, pedestrian ramps, signage, and pavement markings. Finley Blvd is on the City of Anna Master Thoroughfare Plan as a 4-lane road. The City publicly bid the project and received 5 bids. The best value bid was determined to be from ANA Site Construction, LLC based on a scoring matrix of bid price, experience, references, and safety records. Staff recommends approval of the resolution. FINANCIAL IMPACT: Funding for the Finley Boulevard project was appropriated in the FY2024 Community Investment Program budget in the amount of $990,000 with $900,000 allocated for construction from the Roadway Impact Fees Fund. The estimated cost of this construction contract is $798,911, plus a 10 percent contingency, for a total cost of $872,802. BACKGROUND: The City Council approved a budget amendment allocating funds for the design of roadway improvements to Finley Boulevard on April 25, 2023 in order to address traffic congestion and traffic safety concerns. Construction funding was allocated from Roadway Impact Fees for the project in the FY2024 Capital Improvement Plan budget, which was adopted on September 12, 2023. STRATEGIC CONNECTIONS: This item supports the City of Anna Strategic Plan, specifically advancing the strategic outcome area: Resilient. ATTACHMENTS: 1. Presentation - Finley Boulevard 2. Resolution - Award Finley Boulevard Construction Senior Transit Discussion AWARD CONTRACT Construction of E. Finley BLVD Lanes 3 & 4 April 23, 2024 Overview •Project Location •Project Scope •Project Funding •Bid Process & Contractor Selection •Staff Recommendation Project Location The project is located on Finley Blvd between State Highway 5 and Sharp Street. Construct lanes 3&4 East Finley Blvd. Project Scope Includes Paving- 3,192 Square Yards of 8-inch concrete with striping and signage Sidewalk- 263 Square Yards of 4-inch concrete Irrigation- irrigation system and sod for new medians. Project Funding •Roadway Impact Fees- $900,000 Construction Budget Bid Process & Contractor Selection •The City publicly advertised the project for bid with the selection to be determined by “best value” in accordance with Texas Local Government Code. •Five bids were received on April 16th, 2024. Staff Recommendation & Next Steps •Staff recommends awarding the contract to ANA Site Construction with a 10% contingency. •If approved, the City will work with Ana Site Construction to develop a construction schedule. •Work is anticipated to begin in May of 2024. CITY OF ANNA, TEXAS RESOLUTION NO. _______________ A RESOLUTION OF THE CITY OF ANNA, TEXAS, AWARDING THE FINLEY BOULEVARD LANES 3 & 4 PROJECT TO ANA SITE CONSTRUCTION, LLC, IN THE AMOUNT NOT TO EXCEED EIGHT-HUNDRED AND SEVENTY-EIGHT THOUSAND EIGHT HUNDRED TWO DOLLARS AND TEN CENTS. ($878,802.10), INCLUDING A 10% CONTINGENCY, WITH AN EFFECTIVE DATE WHEREAS, the Finley Boulevard paving project is listed as a capital improvement project in the City of Anna’s Capital Improvement Plan and is shown on the City’s Master Thoroughfare Plan; and, WHEREAS, the proposed paving and drainage improvements will improve traffic in the Anna Town Square subdivision; and, WHEREAS, The City has publicly bid the construction project in accordance with Texas Local Government Code; and WHEREAS, the lowest qualified bid was received from ANA Site Construction, LLC, in the amount of $798,911.00 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.Authorization of Payment and Funding. That the City Council of the City of Anna authorizes the City Manager to execute a contract not to exceed $878,802.10 to ANA Site Construction, LLC for the Finley Boulevard lanes 3 and 4 Project. That funding for the project shall come from the Roadway Impact Fees and shall not exceed $878,802.10, including contingency funds PASSED AND APPROVED by the City Council of the City of Anna, Texas on this ___ day of April 2024. ATTEST: APPROVED: __________________________ __________________________ City Secretary, Carrie Land Mayor, Nate Pike Item No. 7.h. City Council Agenda Staff Report Meeting Date: 4/23/2024 Staff Contact: Steven Smith AGENDA ITEM: Consider/Discuss/Action on a Resolution authorizing the City Manager to execute a purchase order in the amount not to exceed $482,000 for the purchase of a Hydro Excavation Truck for the City of Anna Public Works Department. (Director of Public Works Steven Smith) SUMMARY: The Public Works Department currently operates one hydro excavation truck. The current hydro excavation truck handles utility excavations, sanitary sewer cleaning, storm sewer cleaning, lift station cleaning, and other emergency repairs. All hydro excavation trucks are maintenance intensive, and our truck is entering its fourth year of service. In addition, the continued fast-paced growth of the City has placed additional demands for hydro-excavating underground utilities for new connections, performing sewer system cleanings and debris removal, and coordinating pump and haul services for certain development projects. An additional truck is needed to meet the demand for these specialized services and to ensure continuous operation and availability to meet the health, safety, and welfare needs of our public utility system. FINANCIAL IMPACT: Funding for an additional Hydro Excavation Truck is available from excess fund balance in the Utility Fund in the amount of $481,040. BACKGROUND: Staff recommends approval of this resolution as an item for individual consideration. STRATEGIC CONNECTIONS: This item supports the City of Anna Strategic Plan, specifically advancing the strategic outcome area: Resilient. ATTACHMENTS: 1. Resolution - Purchase of Hydro Excavation Truck RESOLUTION NO. _______ PAGE 1 OF 2 Hydro Excavation Truck CITY OF ANNA, TEXAS RESOLUTION NO. __________________ A RESOLUTION OF THE CITY OF ANNA, TEXAS APPROVING AUTHORIZING THE CITY MANAGER TO EXECUTE A PURCHASE ORDER IN THE AMOUNT NOT TO EXCEED FOUR HUNDRED EIGHTY-TWO THOUSAND DOLLARS ($482,000.00) FOR THE PURCHASE OF A HYDRO EXCAVATION TRUCK FOR THE CITY OF ANNA PUBLIC WORKS DEPARTMENT FROM VERMEER TEXAS-LOUISIANA. WHEREAS, the City’s Public Works Director has advised the City Manager’s Office and together determined that the purchase of the Hydro Excavation Truck is necessary and essential to preserve the public services of the City’s residents; and WHEREAS, the City of Anna, Texas (the “City”) has received a written quote using Buyboard Contract 684-22 attached as Exhibit A from Vermeer Texas-Louisiana to purchase the Hydro Excavation Trick for the purchase price of $481,039.55; and, WHEREAS, the City’s Financial Policy adopted on September 28, 2010 by Ordinance No. 511-2010 allows the city to use cooperative purchasing programs in accordance with Texas Government Code, Chapter 791, and Texas Local Government Code, Chapter 271. 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. Authorization of Contract Award. The City Council hereby authorizes the City Manager or designee to execute on its behalf, subject to legal review and approval by the City Attorney, a Purchase Order with Vermeer Texas-Louisiana for the purchase of a Hydro Excavation Truck, as shown on the written quotation attached hereto as Exhibit A. PASSED AND APPROVED by the City Council of the City of Anna, Texas, on this 23rd day of April 2024. ATTEST: APPROVED: _____________________________ ____________________________ City Secretary Carrie L. Land Mayor Nate Pike RESOLUTION NO. _______ PAGE 2 OF 2 Hydro Excavation Truck Exhibit A Item No. 7.i. City Council Agenda Staff Report Meeting Date: 4/23/2024 Staff Contact: Bernie Parker AGENDA ITEM: Consider/Discuss/Action on a resolution approving a Development Agreement with Anacapri Laguna Azure LLC. (Interim Director of Economic Development Bernie Parker) SUMMARY: Over the past few months, staff has been working with Megatel and our financial consultants and legal counsel to develop a Development Agreement. A majority of the land owned by Megatel is within the ETJ. Below are some highlights: • Creation of a Public Improvement District(s) and Tax Increment Reinvestment Zone(s); • City will collect PID fees as per the City's PID policy at the amount of $2. 7 million; • City will dedicate 50% of the TIRZ tax increment reinvestment zone for this development; • Agreement confirms limitation of lot sales to institutional investors; and • Offers a pathway for the annexation of properties within Anna's Extraterritorial Jurisdiction (ETJ) that are part of this development upon meeting all requirements stipulated in this agreement. FINANCIAL IMPACT: N/A BACKGROUND: STRATEGIC CONNECTIONS: Goal 1: Sustainable Anna Community Through Planned Managed Growth ATTACHMENTS: 1. Anacapri North Development Agreement 1 Error! Unknown document property name. ANACAPRI NORTH DEVELOPMENT AGREEMENT This AnaCapri North Development Agreement (this “Agreement”) is entered into by and between the CITY OF ANNA, TEXAS a home-rule municipality in Collin County, Texas (the “City”), and ANACAPRI LAGUNA AZURE, LLC, a Wyoming limited liability company (“Developer”), to be effective on the Effective Date. SECTION 1 RECITALS WHEREAS, certain terms used herein are defined in Section 2; and WHEREAS, Developer and the City are sometimes collectively referenced in this Agreement as the “Parties” or each individually as a “Party”; and WHEREAS, Developer owns approximately 205 acres of real property, a portion of which is located in the corporate limits of the City and a portion of which is located in the extraterritorial jurisdiction (“ETJ”) of the City, and described in Exhibit A-1 (“In-City Property”) and A-2 (“ETJ Property”) (the In-City Property and the ETJ property collectively, the “Property”); and WHEREAS, all of the Property is located within an area certificated by the Texas Public Utility Commission for the City to provide retail waster service (Certificate of Convenience and Necessity No. 12976) and retail wastewater service (Certificate of Convenience and Necessity No. 20898); and WHEREAS, Developer desires to proceed with development of the Property to be known as AnaCapri North as approximately 800 single family home lots, as generally illustrated on the Concept Plan in Exhibit B, which development is anticipated to occur over a number of years; and WHEREAS, the Parties further intend that the Property will be developed in accordance with the Concept Plan, this Agreement, the Development Standards, and the City Regulations; and WHEREAS, upon (i) the execution of this Agreement, (ii) creation of the two (2) PIDs, (iii) creation of the TIRZ, (iv) approval of the TIRZ Project and Finance Plan, (v) the Parties entering into a Reimbursement Agreement, (vi) the City approving a preliminary plat of the Property consistent with the Concept Plan, Developer intends to annex the ETJ Property into the corporate limits of the City and develop the Property in the corporate limits of the City; and WHEREAS, Developer intends to design, construct and install and/or make financial contributions to certain Authorized Improvements to serve the Property; and ANACAPRI NORTH DEVELOPMENT AGREEMENT - Page 2 WHEREAS, the Parties intend for the design, construction, and installation of the Authorized Improvements to occur in a phased manner and intend that Developer will dedicate the Authorized Improvements to the City for ownership, use and maintenance, subject to approval of the plans and inspection and acceptance of the Authorized Improvements in accordance with this Agreement and the City Regulations; and WHEREAS, in consideration of Developer's agreements contained herein and upon the creation of the two (2) PIDs, the City shall use good faith efforts to exercise its powers under the PID Act, to provide financing arrangements that will enable Developer to do the following in accordance with the procedures and requirements of the PID Act and this Agreement: (a) receive funding or reimbursement for all or a portion of the PID Projects using the PID Bond Proceeds; or (b) receive funding or reimbursement for all or a portion of the PID Projects, from annual installment payments from Assessments on the Property within a PID, provided that such reimbursements shall be subordinate to the payment of (y) PID Bonds, and (z) Administrative Expenses; and WHEREAS, the City, subject to the consent and approval of the City Council, the satisfaction of all conditions for PID Bond issuance, Developer's compliance with this Agreement, and in accordance with the terms of this Agreement and all legal requirements, including but not limited to the Indenture, shall use good faith efforts to: (i) create the two (2) PIDs; (ii) adopt a Service and Assessment Plan for the applicable PID; (iii) adopt one or more Assessment Ordinances (to fund or reimburse Developer for all or a portion of the PID Projects Cost and the costs associated with the administration of the PID and the issuance of the PID Bonds, and for repayment of PID Bonds); (iv) issue, in multiple series, up to $55,000,000.00 in the principal amount of PID Bonds for the purpose of financing the PID Projects in accordance with the Service and Assessment Plan and reimbursing Developer for certain associated costs as described herein; and WHEREAS, the Parties agree that the Authorized Improvements are also improvements that qualify as projects under the TIRZ Act; and WHEREAS, the City shall use good faith efforts to create a TIRZ under the TIRZ Act that shall be coterminous with the boundaries of the Property and shall adopt, approve, and execute the TIRZ Documents to dedicate said TIRZ increment for a period of 30 years on each Lot, with the base year being established for any residential TIRZ payment area, as of the year PID Bonds are issued over the corresponding PID improvement area; and WHEREAS, all of the City's Administrative Expenses associated with the TIRZ, when created, will be paid from the TIRZ Fund, in accordance with the TIRZ Act, and the City will not be responsible for payment of such costs; and WHEREAS, to the extent funds must be advanced to pay for any costs associated with the creation of the PIDs or TIRZ, the issuance of PID Bonds, or the preparation of documentation related thereto, including any costs incurred directly by the City and its consultants and advisors (excluding the fees associated with closing the PID Bonds and paid from PID Bond Proceeds, ANACAPRI NORTH DEVELOPMENT AGREEMENT - Page 3 and excluding any costs incurred as the result of third party inquiries, requests, or projects), Developer shall be responsible for advancing such funds and shall have a right to reimbursement for the funds advanced from the PID Bond Proceeds, Assessment revenues, or TIRZ increments, and the City will not be responsible for such reimbursement or the payment of any such costs from any other sources of funds; and WHEREAS, in consideration of the Developer's agreements contained herein, the City shall use good faith efforts to create the TIRZ and adopt, approve, and execute the TIRZ Documents to dedicate a certain amount of the City's collected ad valorem tax increment as provided for in this Agreement; and WHEREAS, Developer understands and acknowledges that the obligations undertaken pursuant to this Agreement are primarily for the benefit of the Property; and WHEREAS, the City recognizes the positive impact the Authorized Improvements will bring to the City and that said improvements will promote state and local economic development, stimulate business and commercial activity in the City for the development and diversification of the economy of the state, promote the development and expansion of commerce in the state, and reduce unemployment or underemployment in the state; and WHEREAS, unless expressly set forth to the contrary in this Agreement, the Parties intend this Agreement to supersede City Regulations only to the extent that City Regulations directly conflict with the terms of this Agreement; and WHEREAS, the Parties acknowledge that as to the portion of the Property currently in the ETJ, this Agreement is a development agreement as provided by state law, including particularly Section 212.171 et seq. of the Texas Local Government Code. NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties hereby agree as follows: SECTION 2 DEFINITIONS Certain terms used in this Agreement are defined in this Section 2. Other terms used in this Agreement are defined in the recitals or in other sections of this Agreement. Any capitalized term not defined herein shall have the meaning assigned to it by the City Code, if applicable. Unless the context requires otherwise, the following terms shall have the meanings hereinafter set forth: Administrative Expenses shall include reasonable expenses actually incurred by the City in the establishment, administration, and operation of the PID and the TIRZ and the collection of any Assessments and other amounts associated with same. ANACAPRI NORTH DEVELOPMENT AGREEMENT - Page 4 Assessment(s) means the special assessments levied on the Property on a phase-by-phase basis, under one or more Assessment Ordinances adopted to reimburse Developer for a portion of the PID Projects benefitting the applicable phase(s) as set forth in the Service and Assessment Plan, as well as payment of Administrative Expenses and repayment of the PID Bonds and the costs associated with the issuance of the PID Bonds. Assessment Ordinance means an ordinance approved by the City Council under the PID Act levying one or more Assessment(s). Authorized Improvements means the PID Projects and all other on- and off-site public water, ,sewer, drainage, and roadway facilities and the encompassing land, along with other public improvements, such as landscaping and screening, parks, and trails, to be constructed by Developer and owned and maintained by the City (however facilities owned by the City and maintained by HOA, if any, shall be included), including without limitation the improvements identified on Exhibit C, which benefit the Property and for which the Parties intend Developer will be fully or partially reimbursed pursuant to the terms of this Agreement. Exhibit “C” includes a summary of the Authorized Improvements and related costs. Greater detail as to such improvements and costs are included in Engineering Reports prepared by McAdams, for AnaCapri Laguna Azure, LLC, for AnaCapri Phases V, VI, VII, VI II, dated April 1, 2024, reference to which is made for all purposes. Authorized Improvements Cost mean the actual costs of design, engineering, construction, acquisition, and inspection of the Authorized Improvements and all costs related in any manner to the Authorized Improvements. Bond Ordinance means an ordinance adopted by the City Council that authorizes and approves the issuance and sale of a series of PID Bonds. Budgeted Cost means, with respect to any given Authorized Improvement, the estimated cost of the improvement as set forth by phase in Exhibit C but shall not be construed as a limitation on the cost of an improvement. Capital Improvement(s) shall have the meaning provided in Chapter 395, Texas Local Government Code. Capital Improvement Costs means any construction, contributions, or dedications of Capital Improvements, including actual costs of design, engineering, construction, acquisition, and inspection, and all costs related in any manner to the Capital Improvement. Capital Improvements Plan (“CIP”) means all capital improvements plan(s) duly adopted by the City under Chapter 395, Texas Local Government Code, as may be updated or amended from time to time. ANACAPRI NORTH DEVELOPMENT AGREEMENT - Page 5 Certificate of Occupancy (“C.O”) means a certificate under City Code Section 9.04.082(c){5}, as amended, required to use or occupy or permit the use or occupancy of any building or premises. Chapter 380 Agreement means the agreement entered into between Developer and the City referenced in Section 9.16. City Code means the Anna City Code of Ordinances. City Council means the governing body of the City. City Manager means the current or acting City Manager of the City of Anna or a person designated to act on behalf of that individual if the designation is in writing and signed by the current or acting City Manager. City PID Fee means the per single-family-residential-lot fee to be paid by Developer to the City in accordance with the established City PID Policy and in accordance with Section 9.15 hereof. City PID Policy means the City of Anna Public Improvement District Policy approved by the City Council on June 23, 2020 via Resolution No. 2020-06-747. City Regulations means the City's applicable development regulations as such exist on the Effective Date, including without limitation City Code provisions, Development Standards, ordinances, design standards, and other policies duly adopted by the City. Concept Plan means the intended plan for the development of the Property, as depicted on Exhibit B. Developer means the entity(ies) responsible for developing the Property in accordance with this Agreement and their permitted assigns. Developer Continuing Disclosure Agreement means any continuing disclosure agreement of Developer executed contemporaneously with the issuance and sale of PID Bonds. Developer Improvement Account means any construction fund account created under a particular bond Indenture, funded by Developer, and used to pay for portions of the acquisition, design, and construction of the PID Projects in the respective phase of development. Development means the single-family residential subdivision to be developed under the terms of this Agreement on the Property. Development Standards means the design specifications and construction standards imposed by this Agreement and the applicable City Regulations, including those provided in Exhibit “D” hereto. ANACAPRI NORTH DEVELOPMENT AGREEMENT - Page 6 Effective Date means the effective date of this Agreement, which shall be the date upon which all parties have fully executed and delivered this Agreement. End User means any tenant, user, or owner of a Fully Developed and Improved Lot. Fire Station Land means a tract of land located within the Development consisting of a minimum of 3.0 acres of contiguous real property in a location at or near the area shown on Exhibit B labeled “FIRE STATION 3 ACRES”. Fully Developed and Improved Lot means any privately-owned lot in the Property, regardless of proposed use, intended to be served by the Authorized Improvements and for which a final plat has been approved by the City and recorded in the Real Property Records of Collin County. HOA means a property owners' association as defined under Section 202.001, Texas Local Government Code, that Developer is required to form under this Agreement to be known as the Anacapri North Homeowners' Association or such other name as may be available with the Texas Secretary of State, and its successors. Home Buyer Disclosure Program means the disclosure program, administered by the PID Administrator as set forth in a document in the form of Exhibit E, or another form agreed to by the Parties, that establishes a mechanism to disclose to each End User the terms and conditions under which their lot is burdened by the PID. Impact Fees means those fees normally assessed before or at the time of recordation of a final plat and collected at the time the City issues a building permit in accordance with Chapter 395, Texas Local Government Code, and as defined therein. Impact Fee Credits means dollar-for-dollar, unreduced credits of Impact Fees otherwise due from the Project to offset certain Capital Improvement Costs. Improvement Account of the Project Fund (“IAPF'') means any construction fund account created under a particular bond Indenture, funded by PID Bond Proceeds, and used to pay or reimburse for certain portions of the construction or acquisition of the PID Projects in the respective phase of development. Indenture means a trust indenture by and between the City and a trustee bank under which a series of PID Bonds are issued and funds are held and disbursed. Indenture Accounts means the IAPF and Developer Improvement Account of the respective Indenture. Independent Appraisal means, in establishing the appraised value, the City has the right to choose the method(s) to determine value, which may be include one of the following: (i) the appraised value of a specific assessed parcel or assessed parcels, as applicable, in a specific phase of the Development for which Assessments have been levied as established by publicly available ANACAPRI NORTH DEVELOPMENT AGREEMENT - Page 7 data from the Collin Central Appraisal District, or (ii) the Collin Central Appraisal District Chief Appraiser’s estimated assessed valuation for completed homes (home and lot assessed valuation) and estimated lot valuation for lots on which homes are under construction, or (iii) an “as- complete” appraisal delivered by an independent appraiser licensed in the State of Texas, which appraisal shall assume completion of the particular phase for which said Assessments have been or will be levied, as applicable, or (iv) a certificate delivered to the City by a qualified independent third party (which party may be the PID Administrator or a licensed appraiser) certifying on an individual lot type basis, the value of each lot in the particular phase, as applicable, for which such Assessments have been levied based on either (x) the average gross sales price (which is the gross amount including escalations and reimbursements due to the seller of the lots) for each lot type based on closings of lots in such phase for which the Assessments have been levied, or (y) the sales price in the actual lot purchase contracts in the particular phase for which such Assessments have been or will be levied, as applicable. Lot means a parcel of land in a plat within the Property developed for single family residential use for which the Authorized Improvements have been constructed and a final plat has been recorded. Lot Type means a defined classification of single-family land based on the property’s width (measured at the front building line) and depth. Mayor means the Mayor of the City of Anna, the Mayor Pro Tem of the City of Anna, or the Deputy Mayor Pro Tem of the City of Anna, as appropriate. Notice means any notice required or contemplated by this Agreement (or otherwise given in connection with this Agreement). PID(s) means the Anacapri North Public Improvement District No. 1 (“PID No. 1”) covering all single-family residential lands within the portion of the Property described in Exhibit A-3, or AnaCapri North Public Improvement District No. 2 (“PID No. 2”) encompassing all single family residential lands within the portion of the Property described in Exhibit A-4, which the City agrees to exert good faith efforts to create for the benefit of the Property pursuant to the PID Act. PIDs mean both PID No. 1 and PID No. 2. PID Act means Chapter 372, Texas Local Government Code, as amended. PID Administrator means an employee, consultant, or designee of the City who shall have the responsibilities provided in the Service and Assessment Plan, an Indenture, or any other agreement or document approved by the City related to the duties and responsibilities for the administration of the PID. PID Bonds means special assessment revenue bonds, but not Refunding Bonds, issued by the City pursuant to the PID Act to finance the PID Projects. PID Bond Proceeds means the funds generated from the sale of the PID Bonds. ANACAPRI NORTH DEVELOPMENT AGREEMENT - Page 8 PID Documents means, collectively, the PID Resolution, the Service and Assessment Plan, the Assessment Ordinance(s), and the PID Reimbursement Agreement(s). PID Financial Summary means the document attached to this Agreement as Exhibit G, which summarizes financial data related to the PID and TIRZ. PID Projects means all water, wastewater/sewer, drainage, roadway, park, trail, landscape, irrigation, hardscape, and other improvements allowable under the PID Act that are to be owned and maintained by the City (however facilities owned by the City and maintained by HOA, if any, shall be included), and benefitting and necessary to serve the Development, including those identified in the PID Documents and outlined in Exhibit C. PID Projects Cost means the actual cost of design, engineering, construction, acquisition, and/or inspection of the PID Projects, along with Administrative Expenses associated with the PID. PID Reimbursement Agreement means an agreement by and between the City and Developer by which the Parties establish the terms by which Developer may obtain reimbursements for PID Projects through the PID Bond Proceeds or Assessments. PID Resolution(s) means a resolution adopted by the City creating PID No. 1 or PID No. 2. PID Resolution means the resolution adopted by the Council creating each of the PIDs pursuant to Section 372.010 of the PID Act and approving the advisability of the Authorized Improvements. Public Infrastructure means all water, wastewater/sewer, drainage, roadway, walking and golf cart paths and trails, and other infrastructure necessary to serve the full development of the Property and/or to be constructed and dedicated to the City under this Agreement. The term includes without limitation the PID Projects. Real Property Records of Collin County means the official land recordings of the Collin County Clerk's Office. Refunding Bonds means bonds issued pursuant to Section 372.027, Texas Local Government Code. Service and Assessment Plan (“SAP”) means the Service and Assessment Plan for the PID, to be updated, adopted and amended annually, if needed, by the City Council pursuant to the PID Act for the purpose of assessing allocated costs against portions of the Property located within the boundaries of the PID having terms, provisions, and findings approved by the City, as required by this Agreement. ANACAPRI NORTH DEVELOPMENT AGREEMENT - Page 9 TIRZ means each tax increment reinvestment zone created under the TIRZ Act and located within the Property. TIRZ Act means Chapter 311 of the Texas Tax Code, as amended. TIRZ Documents means the TIRZ project and finance plan, and the TIRZ Ordinance. TIRZ Fund means the fund set up by the City in order to receive the TIRZ Revenue in accordance with this Agreement, the TIRZ Documents and state law. TIRZ Ordinance means the City Ordinance by the City Council establishing a TIRZ pursuant to Chapter 311, Texas Tax Code, and any subsequent ordinances effectuating amendments thereto. TIRZ Projects means those projects described in the TIRZ Project and Finance Plan to be undertaken by the TIRZ. TIRZ Project and Finance Plan means the project and finance plan for the TIRZ, as amended from time to time. TIRZ Revenue means the Residential Increment paid into the TIRZ Fund. SECTION 3 PUBLIC IMPROVEMENT DISTRICTS 3.1 Creation of PIDs and Levy of Assessments. The City shall use good faith efforts to initiate and approve all necessary documents and ordinances, including without limitation the PID Documents, required to effectuate this Agreement, to create the two (2) PIDs to cover all the Property, and to levy the Assessments. The Assessments, if approved by the City Council, shall be levied: (i) on a phase-by-phase basis against the applicable phase(s) benefitted by the applicable portion of the PID Projects for which the applicable series of the PID Bonds are issued, and (ii) prior to the sale of any lot to an End User. The City will select a PID Administrator and the City Council will consider approval of the Preliminary SAP, which shall include the PID Projects and provide for the levy of the Assessments on the Property. Promptly following preparation and approval of a Preliminary SAP acceptable to Developer and the City and subject to the City Council making findings that the PID Projects confer a special benefit on the Property, the City Council shall consider an Assessment Ordinance. 3.2 Acceptance of Assessments and Recordation of Covenants Running with the Land. Following the levy of the Assessments applicable to a particular phase of the Development, Developer shall approve and accept in writing the levy of the Assessment(s) on such phase and shall approve and accept in writing the Home Buyer Disclosure Program related to such phase and shall cause covenants running with the land to be recorded against the portion of the Property within the applicable phase of the Development, which will bind any and all ANACAPRI NORTH DEVELOPMENT AGREEMENT - Page 10 current and successor developers and owners within the applicable phase of the Development to: (i) pay the Assessments, with applicable interest and penalties thereon, as and when due and payable hereunder and take their title subject to and expressly assume the terms and provisions of such assessments and the liens created thereby, and (ii) comply with the Home Buyer Disclosure Program. SECTION 4 PID BONDS 4.1 PID Bond Issuance. Developer may request issuance of PID Bonds by filing with the City a list of the PID Projects to be funded or acquired with the PID Bond Proceeds and the estimated or actual costs of such PID Projects. Developer acknowledges that the City may require at that time a professional services agreement that obligates Developer to fund the costs of the City's professionals relating to the preparation for and issuance of PID Bonds, which amount shall be agreed to by the Parties and considered a cost payable from such PID Bond Proceeds. The issuance of each series of PID Bonds is subject to the following conditions: (a) the adoption or amendment of the Service and Assessment Plan and an Assessment Ordinance levying Assessments on all or any portion of the Property benefitted by PID Projects in amounts sufficient to pay all costs related to the PID Bonds; (b) if requested by the City, an Independent Appraisal confirming the value of the property and that the special benefits conferred on the properties being assessed for the PID Projects increase the value of the property by an amount at least equal to the amount assessed against such property; (c) approval by the Texas Attorney General of the PID Bonds and registration of the PID Bonds by the Comptroller of Public Accounts of the State of Texas; (d) Developer is current on all ad valorem taxes and Assessments owed by it; (e) Developer is not in default of a material provision under this Agreement; (f) no outstanding PID Bonds are in default and no reserve funds have been drawn upon that have not been replenished; (g) the PID Administrator has certified that the specified portions of the costs of the PID Projects to be paid from PID Bond Proceeds are eligible to be paid therewith, such approval not to be unreasonably withheld, conditioned or delayed upon presentation of a certificate in compliance with the applicable Indenture; (h) the PID Projects to be financed by the PID Bonds have been or are being constructed according to the Development Standards; ANACAPRI NORTH DEVELOPMENT AGREEMENT - Page 11 (i) the maximum maturity for PID Bonds shall not exceed 30 years from the date of delivery thereof; (j) the final maturity for any PID Bonds shall be not later than 50 years from the date of this Agreement; (k) no information regarding the City, including without limitation financial information, shall be included in any offering document relating to PID Bonds without the consent of the City; (l) simultaneous with closing the PID Bonds and to the extent that the PID Projects have not already been completed and paid for and the PID Bonds are insufficient to fully fund such PID Projects, Developer shall either (i) fund or cause the funding necessary to cover the shortfall, or (ii) provide evidence of financial security sufficient, in the reasonable judgment of the City, and exclusively dedicated to fund the PID Projects to cover the shortfall; (m) Developer agrees to provide periodic information and notices of material events regarding Developer and Developer's development of the Property within the PID in accordance with Securities and Exchange Commission Rule 15c2-12 and any Developer Continuing Disclosure Agreement; (n) the maximum tax equivalent assessment rate for the annual assessment payment shall not exceed $0.9348 per $100.00 taxable assessed valuation, without prior written consent of the City, in its sole discretion; (o) Developer is not in default under a Developer Continuing Disclosure Agreement; (p) for the issuance of any Refunding Bonds, the amount of assessment necessary to pay the Refunding Bonds shall not exceed the amount of the assessments that were levied to pay the PID Bonds that are being refunded; (q) the City’s engineer(s) determines that the PID Projects Cost shown on Exhibit C, as updated and amended, are consistent with the then current prices in the marketplace at the time such costs were incurred. (r) the City has determined that the amount of proposed Assessments and the structure, terms, conditions and timing of the issuance of the PID Bonds, including without limitation the proposed value to lien ratio, are consistent with other revenue bonds being sold by the City and secured solely by assessments levied via a public improvement district. ANACAPRI NORTH DEVELOPMENT AGREEMENT - Page 12 (s) the PID Projects to be financed by the PID Bonds have been or will be constructed according to the approved design specifications and construction standards imposed by this Agreement, including any applicable City Regulations; (t) All third party costs incurred by the City that are associated with the administration of the PID shall be paid out of special assessment revenue levied against property within the PID. City administration costs shall include without limitation those third party fees associated with continuing disclosure, compliance with federal tax law, agent fees, regulatory reporting and legal and financial reporting requirements. (u) The City PID Fee with respect to the applicable phase has been paid in full by the Developer before marketing of the PID Bonds). (v) Developer has dedicated to the City the Fire Station Land; and (w) the aggregate principal amount of PID Bonds issued and to be issued shall not exceed $55,000,000.00. 4.2 Disclosure Information. Prior to the issuance of PID Bonds by the City, Developer agrees to provide all relevant information, including financial information that is reasonably necessary in order to provide potential bond investors with a true and accurate offering document for those PID Bonds. Developer agrees, represents, and warrants that any information provided by Developer for inclusion in a disclosure document for an issue of PID Bonds will not contain any untrue statement of a material fact or omit any statement of material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading, and Developer further agrees that it will provide a certification to such effect as of the date of the closing of any PID Bonds. 4.3 Tax Certificate. If, in connection with the issuance of the PID Bonds, the City is required to deliver a certificate as to tax exemption (a “Tax Certificate”) to satisfy requirements of the Internal Revenue Code, Developer agrees to provide, or cause to be provided, such facts and estimates as the City reasonably considers necessary to enable it to execute and deliver its Tax Certificate. Developer represents that such facts and estimates will be based on its reasonable expectations on the date of issuance of the respective series of PID Bonds and will be, to the best of the knowledge of the officers of Developer providing such facts and estimates, true, correct and complete as of such date. To the extent that it exercises control or direction over the use or investment of the PID Bond Proceeds, including, but not limited to, the use of the Authorized Improvements, Developer further agrees that it will not knowingly make, or permit to be made, any use or investment of such funds that would cause any of the representations, covenants or agreements of the City contained in a Tax Certificate to be violated or that would otherwise have an adverse effect on the tax-exempt status of the interest payable on the PID Bonds for federal income tax purposes. 4.4 Failure to Issue PID Bonds. In the event PID Bonds for a particular phase of the Development are not issued as a result of any act or omission of the City and by no fault of the ANACAPRI NORTH DEVELOPMENT AGREEMENT - Page 13 Developer, and a period of ninety (90) days to cure such non-occurrence has passed, then (a) the City shall—if the Developer petitions for disannexation—disannex the applicable portion of the Property and any remaining portion of the Property for which PID Bonds have not been issued within thirty (30) days’ of the filing of the disannexation petition by Developer and such property shall thereafter be immune to involuntary annexation by the City for a period of thirty (30) years and, (b) upon such petition by Developer, the City shall be deemed to have consented to the formation of a municipal utility district or similar district created by special act of the Texas Legislature or the TCEQ or, if necessary, any other agency with jurisdiction, on the portion of the Property disannexed pursuant to this paragraph. If PID Bonds have been issued for prior phases of the Development or assessments been levied, those phases shall remain within the limits of the City and the PID and shall not be eligible for inclusion into such special district. Notwithstanding the foregoing or any other provision of this Agreement, this paragraph shall not apply and disannexation shall not be required in the event that PID Bonds for a particular phase of the Development are not issued by the City because any of the conditions and requirements set forth in Section 4.1 and/or Section 4.2 have not been satisfied. If any portion of the Property is disannexed from the City’s corporate limits and the City consents to creation of the municipal utility district or similar district Developer waives the right to file a petition or otherwise seek removal of any portion of the Property from the City’s ETJ. SECTION 5 TIRZ 5.1 Tax Increment Reinvestment Zone. At the time of execution of this Agreement, the City shall exercise its powers under the TIRZ Act and create a TIRZ whose boundaries are coterminous with the boundaries of the Property. The City intends to dedicate over the single family residential lands within the Property, fifty percent (50%) of the City's tax increment (net of Administrative Expenses) attributable to the TIRZ, based on the City's tax rate each year (the “Residential Increment”). All of the Residential Increment shall be used to off-set or pay a portion of any Assessments levied on the Property within the TIRZ and PID or for Authorized Improvements Cost that qualify as projects under the TIRZ Act. Notwithstanding the foregoing or any other provision of this Agreement, the TIRZ shall be terminated no later than 45 years after it is created at which time Developer shall no longer receive any portion of the Residential Increment; provided, however, that subzones within the TIRZ corresponding to areas within the PID for which PID Bonds are issued shall terminate no later than 30 years after such PID Bonds are issued. 5.2 TIRZ Fund. In accordance with the TIRZ Project and Finance Plan, the City's collected revenue from its tax increment obtained from the Property shall be placed into the TIRZ Fund, a separate fund which has been or shall be created by the City. The monies in the TIRZ Fund shall be distributed in accordance with the TIRZ Project and Finance Plan to lower the Assessments levied on the Property on an annual basis. SECTION 6 AUTHORIZED IMPROVEMENTS ANACAPRI NORTH DEVELOPMENT AGREEMENT - Page 14 6.1 Authorized Improvements. The Authorized Improvements and Authorized Improvements Cost are subject to change and shall be updated by the City consistent with the Service and Assessment Plan and the PID Act. All approved final plats within the Development shall include those Authorized Improvements located therein, save landscaping and such other Authorized Improvements as are not typically included in plats, and the respective Authorized Improvements Cost shall be finalized at the time the applicable final plat is approved by the City Council. Developer shall include any updated Budgeted Cost(s) with each final plat application that shall be submitted to the City Council for consideration and approval concurrently with the submission of each final plat. Upon approval by the City Council of any such updated Budgeted Cost(s), this Agreement shall be deemed amended to include such approved updated Budgeted Cost(s) in Exhibit C. The Budgeted Costs and Authorized Improvements Cost will be reviewed at least annually by the Parties in an annual update of the Service and Assessment Plan adopted and approved by the City. 6.2 Construction, Ownership, and Transfer of Authorized Improvements. (a) Contract Specifications. Developer's engineers shall prepare, or cause the preparation of, and provide the City with contract specifications and necessary related documents for the Authorized Improvements. (b) Construction Standards, Inspections and Fees. Except as otherwise expressly set forth in this Agreement, the Authorized Improvements and all other Public Infrastructure required for the development of the Property shall be constructed and inspected in accordance with this Agreement, the City Regulations, and any other governing body or entity with jurisdiction over the Authorized Improvements. (c) Construction of Improvements. Developer agrees to cause all Public Infrastructure to be constructed in a good and workmanlike manner. Upon request, the City shall provide ''tax-exempt” letters to Developer for use by all contractors, subcontractors, and suppliers installing Public Infrastructure within the Property. (d) Contract Letting. The Parties understand that construction of the Authorized Improvements to be funded through Assessments are legally exempt from competitive bidding requirements pursuant to the Texas Local Government Code. The Parties acknowledge that, as of the Effective Date, the construction contracts for the construction of Authorized Improvements have not been awarded and contract prices have not yet been determined. Before entering into any construction contract for the construction of all or any part of the Authorized Improvements, Developer's engineers shall prepare, or cause the preparation of, and submit to the City all contract specifications and necessary related documents, including the contract proposal showing the negotiated total contract price and scope of work. (e) Ownership. All of the Authorized Improvements and Public Infrastructure shall be owned by the City upon acceptance of them by the City. Developer agrees to take any action reasonably required by the City to transfer, convey, or otherwise dedicate or ensure the ANACAPRI NORTH DEVELOPMENT AGREEMENT - Page 15 dedication of land, right-of-way, or easements for the Authorized Improvements and Public Infrastructure to the City and the public. The Parties understand that PID Bond Proceeds and/or the proceeds from PID Assessments will be used to reimburse Developer for PID Projects Cost related to the PID Projects and, in the event PID Bond Proceeds and/or proceeds from PID Assessments are not available at the time that all or a portion of the PID Projects are substantially complete and the City is ready to accept said PID Projects or portion thereof, PID Bond Proceeds and/or proceeds from PID Assessments, once available, will be used to reimburse Developer for said PID Projects Cost following acceptance by the City. 6.3 Operation and Maintenance. (a) Upon inspection, approval, and acceptance of the Authorized Improvements or any portion thereof, the City shall maintain and operate the accepted Public Infrastructure and provide retail water and sewer service to the Property. (b) Upon final inspection, approval, and acceptance of the roadway Authorized Improvements required under this Agreement or any portion thereof, the City shall maintain and operate the public roadways and drainage improvements. (c) The HOA shall maintain and operate any open spaces, nature trails, amenity centers, common areas, landscaping, screening walls, Development signage, and any other common improvements or appurtenances within the Property that are not maintained or operated by the City and not financed in any manner with PID Bond Proceeds. 6.4 Water Facilities. (a) Developer's General Obligations. Developer is responsible for design, installation, and construction of all water improvements necessary to serve the Property , as reflected in Exhibit C. The design of water improvements shall be approved by the City promptly and in advance of the construction of same. Subject to the City's obligations under Section 9.11, Developer shall be responsible for the acquisition of any easements and other property acquisitions necessary for water facilities for all development upon and within the Property. All costs of obtaining such easements may be included in the applicable Authorized Improvement Costs as permitted by statute to be reimbursed to the Developer through the PID. (b) Timing of General Obligations. Except as otherwise provided herein, Developer shall complete all water facility improvements necessary to serve each phase of the Development prior to or substantially concurrent with the recordation of the final plat covering such phase. 6.5 Wastewater/Sanitary Sewer Facilities. (a) Developer is responsible for the design, installation, and construction of all wastewater/sanitary sewer improvements necessary to serve the Property, as reflected in Exhibit C. The design of all wastewater/sanitary sewer improvements shall be approved by the City in advance of the construction of same. Subject to the City's obligations under Section 9.11, ANACAPRI NORTH DEVELOPMENT AGREEMENT - Page 16 Developer shall be responsible for the acquisition of any easements and other property acquisitions necessary for wastewater/sewer facilities for all Development. All costs of obtaining such easements may be included in the applicable Authorized Improvement Costs as permitted by statute to be reimbursed to the Developer through the PID. (b) Timing of General Obligations. Except as otherwise provided herein, Developer shall complete all sanitary sewer/wastewater facility improvements necessary to serve each phase of the Development prior to or substantially concurrent with the recordation of the final plat covering such phase. (c) The wastewater/sanitary sewer improvements include a regional lift station . The design of the regional lift station and that portion of the capacity of the regional lift station necessary to serve the Property shall be considered an Authorized Improvement. The remaining portion of the capacity of the regional lift station shall be considered an oversizing of the Authorized Improvements and will be paid by the City as provided in Section 7.1(e). 6.6 Water and Wastewater Services. (a) The City represents and confirms that it currently has and shall continue to have the capacity to provide to the Property with continuous and adequate retail water and wastewater service at times and in amounts sufficient to timely meet the service demands of the Development and the Property as the Property is developed. (b) Upon acceptance by the City of the water and wastewater facilities described herein, the City shall operate or cause to be operated said water and wastewater facilities serving the Development and use them to provide service to all customers within the Development at the same rates as similar projects located within the City and as otherwise required by State law as the holder of the certificate of convenience and necessity covering the Property. Upon acceptance by the City, the City shall at all times maintain said water and wastewater facilities, or cause the same to be maintained, in good condition and working order in compliance with all applicable laws and ordinances and all applicable regulations, rules, policies, standards, and orders of any governmental entity with jurisdiction over same. (c) To the extent that wastewater treatment service is required within the Property prior to the completion of any wastewater improvements to be constructed by Developer or the City in order to receive wastewater from the first phase of development within the Property , the City agrees (i) to provide, at Developer's expense, or (ii) to allow Developer to provide, “pump and haul” service within the Property, if and in the manner allowed under applicable law, including applicable regulations of the Texas Commission on Environmental Quality (“TCEQ”), or to make such other arrangements as are compatible with applicable law and regulations in order to adequately provide and address necessary wastewater treatment services until the completion of the wastewater service improvements. Except as set forth herein, the City shall not withhold plat or plan approvals or refuse to issue building permits Certificates of Occupancies due to the timeliness of completion of the Sewer System Extension, so long as Developer or City has made arrangements for pump and haul or similar services to transport wastes. ANACAPRI NORTH DEVELOPMENT AGREEMENT - Page 17 6.7 Roadway Facilities and Related Improvements. (a) Developer's Obligations. Subject to the terms of reimbursement herein, Developer is responsible for the design, installation, and construction of all roadway facilities required to serve the Property, as reflected in Exhibit “H”. The design of all roadway improvements shall be reviewed by the City in accordance with City Regulations. (b) Timing of Developer's Obligations. Prior to the recordation of any final plat for the applicable phase of the Development, Developer shall complete, in a good and workmanlike manner, construction of all roadway facilities and related improvements necessary to serve such phase in accordance with construction plans approved by the City in accordance with City Regulations. Thereafter, the roads shall be conveyed to the City for ownership and maintenance. (c) Drainage Infrastructure. Subject to the terms of reimbursement herein, Developer shall have full responsibility for designing, installing, and constructing the drainage infrastructure that will serve the Property. Prior to the recordation of the final plat for any phase of Development, Developer shall complete in a good and workmanlike manner construction of the drainage improvements necessary to serve such phase. Upon inspection and approval in accordance with City Regulations, City shall maintain and operate the drainage and roadway improvements for the Property. Private drainage/detention easements and private drainage/detention facilities located on HOA common area lots shall be maintained by the HOA (but shall be considered an Authorized Improvement to the extent dedicated to and accepted by the City). SECTION 7 PAYMENT AND REIMBURSEMENT OF AUTHORIZED IMPROVEMENTS 7.1 PID Projects. (a) Improvement Account of the Project Fund. The IAPF and the Developer Improvement Account shall be administered and controlled by the City, or the trustee bank for the applicable series of PID Bonds, and funds in the IAPF and the Developer Improvement Account shall be deposited and disbursed in accordance with the terms of each Indenture. (b) Timing of Expenditures and Reimbursements. The Parties intend that Developer will finance and undertake construction of the PID Projects in accordance with this Agreement, the SAP, or otherwise in conjunction with the construction of the applicable phases of the Development prior to seeking reimbursement from the Indenture Accounts. Although the terms by which Developer will be entitled to reimbursement from the IAPF and release of funds from the Developer Improvement Account shall be detailed in one or more PID Reimbursement Agreement(s), Developer will generally be entitled to the maximum available funds within the Indenture Accounts up to the PID Projects Cost, plus interest (interest can be paid out as long as there are sufficient PID Projects Costs), following the City's acceptance of the PID Projects. ANACAPRI NORTH DEVELOPMENT AGREEMENT - Page 18 (c) Cost Overrun. Should the PID Projects Cost exceed the maximum PID Bond Proceeds deposited in the IAPF (“Cost Overrun”), Developer shall be solely responsible to fund such part of the Cost Overrun, subject to the cost-underrun in subsection (d) below. (d) Cost Underrun. Upon the award of a contract by the Developer of an Authorized Improvement and payment of all outstanding invoices for such Authorized Improvement, and only if the cost set forth in such contract is less than the Budgeted Costs (a “Cost Underrun”), any remaining funds in the IAPF will be available to pay Cost Overruns on any other Authorized Improvement as such become due. The City shall promptly confirm to the Trustee that such remaining amounts are available to pay such Cost Overruns, and the City, with input from Developer, will decide how to use such moneys to secure the payment and performance of the work for other Authorized Improvements, if available (e) Infrastructure Oversizing. Developer shall not be required to construct or fund any Public Infrastructure so that it is oversized to provide a benefit to land outside the Property (“Oversized Public Infrastructure”) unless, by the commencement of construction, the City has made arrangements to finance from sources other than PID Bond Proceeds, or Assessments, or TIRZ increment the City's portion of the costs of construction attributable to the oversizing requested by the City (the “Oversized Costs”). Developer shall not be required to construct any Oversized Public Infrastructure if such oversizing would lengthen or otherwise interfere with Developer's development schedule or result in additional costs to the Developer. In the event Developer constructs or causes the construction of any Oversized Public Infrastructure on behalf of the City, it is understood that the City shall be solely responsible for directly paying all the Oversized Costs of the Oversized Public Infrastructure costs and that neither the PID nor the TIRZ shall be utilized for financing the costs of Oversized Public Infrastructure. Costs. (f) Reimbursement of PID Projects Cost. Prior to the annexation into the City corporate limits of the Property , the City and Developer shall enter into a PID Reimbursement Agreement to provide for reimbursement to Developer for PID Projects Cost for the Property from the PID Bond Proceeds or Assessments. Failure to enter into a PID Reimbursement Agreement does not absolve the City of payment or of reimbursement of PID Project Costs in accordance with this Agreement if Authorized Improvements have been conveyed to the City. 7.2 City Participation. (a) Impact Fees and Park Fees. For the duration of this Agreement, Impact Fees and Park Fees shall be assessed at the following rates: Water: $4,750 /lot Sewer: $4,750 /lot Roadway: $5,500 /lot Park Development $1,500 /lot Cash-in-lieu of Park Land Dedication $600 /lot ANACAPRI NORTH DEVELOPMENT AGREEMENT - Page 19 (b) Impact Fee Reimbursements. The City acknowledges that Developer is providing certain Capital Improvements to the City at the cost of Developer. For any Capital Improvements undertaken by Developer shown in the City's CIP, including water, wastewater, and roadway improvements, Developer shall be entitled to full-dollar, like-kind Impact Fee Credits (e.g., water improvement costs may only be credited against water Impact Fees and not wastewater Impact Fees or roadway Impact Fees) for any Capital Improvements made or constructed by Developer, or caused to be constructed by Developer, pursuant to Chapter 395, Texas Local Government Code. To the extent permitted under Section 395.023, Texas Local Government Code, Developer shall be entitled to full-dollar Impact Fee Credits for any offsite roadway facilities made or constructed by Developer, or caused to be constructed by Developer. No Impact Fee Credits shall be given for any CIP projects constructed with PID Funds. The City shall only provide Impact Fee Credits for improvements identified in the CIP. All Impact Fee Credits throughout the Development shall be cumulative and comprehensive, such that if there are insufficient lots/ Impact Fees in a particular phase of the Development to fully reimburse Developer for all its costs related to Capital Improvements for such phase, City shall apply the earned Impact Fee Credits to lots/Impact Fees assessed on other phases. The City shall not reduce or refuse to remit the Impact Fee Credits contemplated herein. Notwithstanding the foregoing or any other provisions of this Agreement, the City’s pro-rata share of any Oversized Public Infrastructure (that by definition are not identified on the CIP) that the City requires Developer to construct will be funded as provided for under Section 7.1(e) of this Agreement. (c) Parkland Dedication. The Parties hereby agree and acknowledge that the Development is planned to include a variety of open spaces, parks, and recreational opportunities as reflected in Exhibits I-1 and I-2 and J, a portion of which will be privately owned and maintained and a portion of which may be dedicated to the City as parkland. All determinations of required parkland dedication to the City or cash payment to the City in lieu of parkland dedication shall be made by the Developer in accordance with the City Code § 9.02.135 and any other applicable City Regulations duly adopted by the City as of the Effective Date. (d) Park Development Fees. The Developer shall receive dollar-for-dollar waivers of any park development fees required by the City for all improvement projects undertaken in publicly dedicated parkland or open spaces of the Development accepted by the City, including, without limitation, enhanced trails, golf cart paths, garbage cans, playground or fitness equipment, benches, shade structures, trees, landscaping, irrigation, signage, water fountains, and any and all other improvements. In order to be entitled to such credits Developer must submit to the City documentation reasonably acceptable to the City detailing any such improvements to be dedicated along with all associated costs and the City shall determine the extent to which Developer is entitled to credits on Park Development Fees. Additionally, Developer may only receive credit against Park Development Fees for trail pavement width that is in excess of six feet (6’) along major roadways. Improvements within pocket parks and amenity areas (being common area lots to be owned and maintained by the HOA) and water fountains/features within private drainage & detention areas are not eligible for park development fee credits. ANACAPRI NORTH DEVELOPMENT AGREEMENT - Page 20 7.3 Payee Information. With respect to any and every type of payment/remittance due to be paid at any time by the City to Developer after the Effective Date under this Agreement, the name and delivery address of the payee for such payment shall be: AnaCapri Laguna Azure,, LLC 2101 Cedar Springs Road, Suite 700 Dallas, Texas 75201 Developer may change the name of the payee and/or address set forth above by delivering written notice to the City designating a new payee and/or address or through an assignment of Developer's rights hereunder. SECTION 8 ANNEXATION/ZONING 8.1 Annexation of the Property. (a) Within sixty (60) calendar days after the City (i) creates the two (2) PIDs, (ii) creates the TIRZ, (iii) approves the Concept Plan, (iv) approves a preliminary plat of the first phase of the Development of the Property consistent with the Concept Plan, (v) enters into a PID Reimbursement Agreement for each of the two (2) PIDs, and (vi) adopts the TIRZ Project and Finance Plan, (all in accordance with the provisions of this Agreement), Developer shall be obligated to: (1) petition the City to annex into the corporate limits of the City all of the ETJ Property (“Annexation Petition”); and (2) enter into a service agreement with the City providing for municipal services to the ETJ Property and take any other actions necessary for the City to annex the Property in accordance with Texas Local Government Code Chapter 43, Subchapter C-3. The above-referenced annexation is authorized under Texas Local Government Code Chapter 43, Subchapter C-3. To the extent said Subchapter C-3 is amended in the future or its requirements are modified by any future legislative act, the Parties agree to tak e all reasonable steps to meet any additional requirements to allow for the above-referenced annexations provided that the terms and conditions of this paragraph have been met in order for the City to perform an annexation as intended under this Agreement. This Agreement is a development agreement under Section 212.172, Texas Local Government Code. Pursuant to Section 43.0672, Texas Local Government Code, this Agreement shall constitute an agreement for the provision of services to the ETJ Property and, except as expressly provided otherwise herein, the City shall, immediately upon the effective date of any annexation, provide the Property with all those municipal services currently offered within the City, including those which may be offered in the future, without discrimination. The owner(s) of the ETJ Property is not required to enter into this Agreement. The annexation procedures described in plain language in this Agreement require the consent of the Developer, which consent is conditionally provided under this Agreement as set forth above. The Parties acknowledge and agree that this Agreement shall satisfy the written disclosure requirements under Section 212.172(b-1) of the Texas Local Government Code. (b) The Concept Plan shall remain in effect throughout the term of this Agreement, unless revised upon the mutual agreement of Developer and the City. ANACAPRI NORTH DEVELOPMENT AGREEMENT - Page 21 (c) In the event the City opts not to annex into its corporate limits any portion of the Property after Developer has filed its Annexation Petition, the City agrees that, thereafter none of the remaining Property located in the ETJ will be required to be annexed into the City and such Property will be served with water and sewer by the City under the same terms as other City customers located outside the corporate limits of the City. 8.2 Zoning. In conjunction with annexation of the ETJ Property (excluding, clearing and grubbing and other preparatory work), Developer shall deliver an application for zoning of such Property consistent with the Concept Plan (the “Zoning Application”) within thirty (30) days after items listed in Section 8.1(a)(i) – (vi) have been completed. The City shall process the Zoning Application concurrently with the Annexation Petition and shall set votes on approval of the annexation and zoning ordinances at the same City Council meeting. In the event of a conflict between this Agreement and any zoning ordinance adopted by the City Council relating to the Property, this Agreement shall prevail unless otherwise agreed to by Developer. SECTION 9 ADDITIONAL OBLIGATIONS AND AGREEMENTS 9.1 Golf Carts. (a) Golf Carts. Subject to applicable City Regulations, including without limitation Golf Cart registration requirements and other regulations set forth in City Code Article 11.04 the City hereby authorizes the operation of Golf Carts on all roadways within the Development that have a posted speed limit of not more than 35 miles per hour, pursuant to Section 551.404, Texas Transportation Code, as amended. (b) Developer acknowledges that Golf Carts are subject to certain restrictions pursuant to the Texas Transportation Code, and that City law enforcement officials and other law enforcement officials having authority may enforce such restrictions, including without limitation the requirement that Golf Carts must have a license plate issued by the Texas Department of Motor Vehicles, as set forth in Section 551.402(c), Texas Transportation Code. 9.2 Conflicts. When not in conflict with the terms and conditions of this Agreement, the development of the Property shall be subject to all applicable City Regulations, including but not limited to the City's subdivision regulations and engineering design standards. In the event of any direct or indirect conflict between this Agreement and any other ordinance, rule, regulation, standard, policy, order, guideline, or other City adopted or City enforced requirement, whether existing on the Effective Date or hereinafter adopted, this Agreement, including its exhibits, as applicable, shall control. In the event of a conflict between the Concept Plan and the Development Standards, the Concept Plan shall control to the extent of the conflict. 9.3 Permitting. The City agrees that upon substantial completion of the paving, water improvements, and wastewater improvements for a given phase of the Development, it shall release ten percent (10%) of the building permits for such phase. Status of landscaping, screening, and franchise utilities within that phase shall not affect Developer's ability to receive ANACAPRI NORTH DEVELOPMENT AGREEMENT - Page 22 ten percent (10%) of the permits for such phase so long as paving, water, and drainage improvements are substantially complete, as illustrated by completion of all work except “punch- list'' items. 9.4 Marketing. On or after the Effective Date, Developer shall have the right to install onsite signs—within the limitations established herein—sized up to 4’ by 8’ of the general type shown on Exhibit F-1, which signs may remain until 90% of the homes constructed within the Property have been sold. No signs with movable parts, lighting, or digital or lighted displays shall be permitted. The signs shall be of the type shown in and placed in the locations shown on Exhibit F-2. There shall be a maximum of five (5) signs allowed to be installed at any one time within the Development. 9.5 Phasing. The Parties acknowledge that the Property may be annexed into the City and developed in phases, and the preliminary plats to be submitted to the City for approval may likewise be phased. If deemed necessary, Developer may submit a replat or amending plat for all or any portions of the Property in accordance with applicable law. Any replat or amending plat shall be in conformance with applicable City Regulations and subject to City approval. 9.6 Public Infrastructure, Generally. Except as otherwise expressly provided for in this Agreement, Developer shall provide all Public Infrastructure necessary to serve the Property, including streets, utilities, drainage, sidewalks, trails, street lighting, street signage, and all other required improvements, at no cost to the City except as expressly provided in this Agreement. Developer shall cause the installation of the Public Infrastructure within all applicable time frames in accordance with the City Regulations unless otherwise established in this Agreement. Developer shall provide engineering studies, plan/profile sheets, and other construction documents at the time of platting as required by City Regulations. Such plans shall be approved by the City's engineer or his or her agent prior to approval of a final plat. Construction of any portion of the Public Infrastructure shall not be initiated until a pre-construction conference with a City representative has been held regarding the proposed construction and the City has issued a written notice to proceed. No final plat may be recorded in the Real Property Records of Collin County until construction of all Public Infrastructure shown thereon shall have been constructed, and thereafter inspected, approved, and accepted by the City. 9.7 Inspections, Acceptance of Public Infrastructure, and Developer's Remedy. (a) Inspections, Generally. The City shall have the right to inspect, at any time, the construction of all Public Infrastructure necessary to support the Development, including water, wastewater/sanitary sewer, drainage, roads, streets, alleys, park facilities, electrical, and street lights and signs. The City's inspections and/or approvals shall not release Developer from its responsibility to construct, or cause the construction of, adequate Authorized Improvements and Public Infrastructure in accordance with approved engineering plans, construction plans, and other approved plans related to development of the Property. Notwithstanding any provision of this Agreement, it shall not be a breach or violation of the Agreement if the City withholds building permits to any portion of the Development until Developer has met its obligations to provide for required Public Infrastructure necessary to serve such portion according to the ANACAPRI NORTH DEVELOPMENT AGREEMENT - Page 23 approved engineering plans and City Regulations and until such Public Infrastructure has been dedicated to and accepted by the City, except as expressly set forth in this Agreement. Acceptance by the City shall not be unreasonably withheld, conditioned, or delayed. (b) Ownership. From and after the inspection and acceptance by the City of the Public Infrastructure and any other dedications required under this Agreement, which acceptance shall not be unreasonably withheld, conditioned, or delayed, such improvements and dedications shall be owned by the City. (c) Approval of Plats/Plans. Approval by the City, the City's engineer, or other City employee or representative, of any plans, designs, or specifications submitted by Developer pursuant to this Agreement or pursuant to applicable City Regulations and Permitted Exceptions shall not constitute or be deemed to be a release of the responsibility and liability of Developer, his engineer, employees, officers, or agents for the accuracy and competency of their design and specifications. Further, any such approvals shall not be deemed to be an assumption of such responsibility and liability by the City for any defect in the design and specifications prepared by Developer or Developer's engineer, or engineer's officers, agents, servants or employees, it being the intent of the parties that approval by the City's engineer signifies the City's approval on only the general design concept of the improvements to be constructed. 9.8 Insurance. Developer or its contractor(s) shall acquire and maintain, during the period of time when any of the Public Infrastructure is under construction (and until the full and final completion of the Public Infrastructure and acceptance thereof by the City): (a) workers compensation insurance in the amount required by law; and (b) commercial general liability insurance including personal injury liability, premises operations liability, and contractual liability, covering, but not limited to, the liability assumed under any indemnification provisions of this Agreement, with limits of liability for bodily injury, death and property damage of not less than$1,000,000.00. Such insurance shall also cover any and all claims which might arise out of the Public Infrastructure construction contracts, whether by Developer, a contractor, subcontractor, material man, or otherwise. Coverage must be on a “per occurrence” basis. All such insurance shall: (i) be issued by a carrier which is rated “A-1” or better by A.M. Best's Key Rating Guide and licensed to do business in the State of Texas; and (ii) name the City as an additional insured and contain a waiver of subrogation endorsement in favor of the City. Upon the execution of Public Infrastructure construction contracts, Developer shall provide to the City certificates of insurance evidencing such insurance coverage together with the declaration of such policies, along with the endorsement naming the City as an additional insured. Each such policy shall provide that, at least 30 days prior to the cancellation, non-renewal or modification of the same, the City shall receive written notice of such cancellation, non -renewal or modification. 9.9 Indemnification and Hold Harmless. DEVELOPER, INCLUDING ITS RESPECTIVE SUCCESSORS AND ASSIGNS, HEREBY COVENANT AND AGREE TO RELEASE, DEFEND, HOLD HARMLESS, AND INDEMNIFY THE CITY AND ITS OFFICIALS, OFFICERS, AGENTS, REPRESENTATIVES, SERVANTS AND EMPLOYEES (COLLECTIVELY, THE ''RELEASED PARTIES”), FROM AND AGAINST ALL THIRD- PARTY CLAIMS, SUITS, JUDGMENTS, DAMAGES, AND DEMANDS AGAINST THE ANACAPRI NORTH DEVELOPMENT AGREEMENT - Page 24 CITY OR ANY OF THE RELEASED PARTIES, INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEY'S FEES, RELATED EXPENSES, EXPERT WITNESS FEES, CONSULTANT FEES, AND OTHER COSTS ACTUALLY INCURRED (TOGETHER, “CLAIMS”), ARISING OUT OF THE NEGLIGENCE OR OTHER WRONGFUL CONDUCT OF DEVELOPER, INCLUDING THE NEGLIGENCE OF ITS RESPECTIVE EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, MATERIALMEN, AND/OR AGENTS, IN CONNECTION WITH THE DESIGN OR CONSTRUCTION OF ANY PUBLIC INFRASTRUCTURE, STRUCTURES, OR OTHER FACILITIES OR IMPROVEMENTS. DEVELOPER SHALL NOT, HOWEVER, BE REQUIRED TO INDEMNIFY THE CITY AGAINST CLAIMS CAUSED BY THE CITY'S NEGLIGENCE, WHETHER SOLE, CONTRIBUTORY, OR COMPARATIVE. IF THE CITY INCURS CLAIMS THAT ARE CAUSED BY THE CONCURRENT NEGLIGENCE OF DEVELOPER AND THE CITY, DEVELOPER'S INDEMNITY OBLIGATION WILL BE LIMITED TO A FRACTION OF THE TOTAL CLAIMS EQUIVALENT TO DEVELOPER'S OWN PERCENTAGE OF RESPONSIBILITY. DEVELOPER, INCLUDING ITS RESPECTIVE SUCCESSORS AND ASSIGNS, FURTHER COVENANTS AND AGREES TO RELEASE, DEFEND, HOLD HARMLESS, AND INDEMNIFY, THE RELEASED PARTIES AGAINST ANY AND ALL CLAIMS BY ANY PERSON CURRENTLY CLAIMING AN OWNERSHIP INTEREST IN THE PROPERTY WHO HAS NOT SIGNED THIS AGREEMENT IF SUCH CLAIMS RELATE IN ANY MANNER OR ARISE IN CONNECTION WITH: (1) THE CITY'S RELIANCE UPON DEVELOPER'S REPRESENTATIONS IN THIS AGREEMENT; (2) THIS AGREEMENT OR OWNERSHIP OF THE PROPERTY; OR (3) THE CITY'S APPROVAL OF ANY TYPE OF DEVELOPMENT APPLICATION OR SUBMISSION WITH RESPECT TO THE PROPERTY. DEVELOPER, INCLUDING ITS RESPECTIVE SUCCESSORS AND ASSIGNS, FURTHER COVENANTS AND AGREES TO RELEASE, DEFEND, HOLD HARMLESS, AND INDEMNIFY, THE RELEASED PARTIES AGAINST ANY AND ALL CLAIMS BY ANY PERSON CLAIMING THAT ANY PROVISION OR STATEMENT IN THIS AGREEMENT CONFERS OR POTENTIALLY CONFERS ANY BENEFIT OR THING OF VALUE TO OWNER THAT IS INVALID, ILLEGAL, UNLAWFUL OR THAT THE CITY IS NOT LEGALLY PERMITTED TO CONFER TO OWNER UNDER THIS AGREEMENT. 9.10 Status of Parties. At no time shall the City have any control over or, charge of Developer's design, construction or installation of any of the Public Infrastructure, nor the means, methods, techniques, sequences or procedures utilized for said design, construction or installation. This Agreement does not create a joint enterprise or venture or employment relationship between the City and Developer. 9.11 Eminent Domain. Developer agrees to use commercially reasonable efforts to obtain all third- party rights-of-way, consents, or easements, if any, required for the Public Infrastructure. If, however, Developer is unable to obtain such third-party rights-of-way, consents, or easements within thirty (30) days of commencing efforts to obtain the needed easements and right-of-way, the City agrees to take reasonable steps to secure same (subject to City Council authorization after a finding of public necessity) through the use of the City's power of eminent domain within one hundred twenty (120) days of receipt of written notice of Developer's request for City to do same. Developer shall be responsible for funding all reasonable and necessary legal proceeding/litigation costs, attorney's fees and related expenses, and appraiser and expert witness fees (collectively, “Eminent Domain Fees”) actually incurred by the City in the exercise of its eminent domain powers that for any reason are not funded by the PID Bond Proceeds and shall escrow with a mutually agreed upon escrow agent the City's reasonably estimated Eminent Domain Fees both in advance of the initiation of each eminent domain proceeding and as funds are needed by the City. Provided that the escrow fund remains ANACAPRI NORTH DEVELOPMENT AGREEMENT - Page 25 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 within thirty (30) days after any condemnation award or settlement becomes final and non-appealable. Nothing in this section is intended to constitute a delegation of the police powers or governmental authority of the City, and the City reserves the right, at all times, to control its proceedings in eminent domain. All costs incurred by Developer in acquiring any easements outside the Property shall be considered an Authorized Improvements Cost. 9.12 Vested Rights. This Agreement shall constitute a “permit” (as defined in Chapters 212 and 245, Texas Local Government Code) that is deemed filed with the City on the Effective Date. 9.13 Determination of Rough Proportionality. Assuming no defaults under this agreement, Developer hereby agrees and acknowledges, without waiving claims related solely to exactions not contemplated by this Agreement, that: (a) any Public Infrastructure that it conveys to the City or acquires for the City pursuant to this Agreement is roughly proportional to the benefit received by the owner for such Public Infrastructure, and Developer hereby waives any claim therefor that it may have; and (b) all prerequisites to such determination of rough proportionality have been met, and any value received by the City relative to said conveyance is related both in nature and extent to the impact of the development of the property on the City's infrastructure. 9.14 Fire Station Dedication. Within fifteen (15) calendar days of the approval of a final plat for the first phase of the Development, Developer shall, at no cost to the City, dedicate to the City by special warranty deed, the form and content of which shall be approved by the City, fee simple title to at least 3.0 acres of contiguous real property within the Property as a site for a City-owned fire station (the “Fire Station Land”). The location of the Fire Station Land shall be generally as shown on the Concept Plan, but as finally determined by the City. 9.15 Payment of City PID Fee. The Developer shall pay the City PID Fee at any time at or prior to closing and delivery of any series of PID Bonds for a particular phase of Development. The City PID Fee shall be calculated in accordance with the City PID Policy and shall be based upon the number of single-family residential lots included within the applicable phase of development that are being assessed. 9.16 Chapter 380 Agreement. The City and Developer (or an affiliate of Developer) have already entered into a Chapter 380 Agreement, adopted by the City under Resolution No. 2023-07-1485 and executed by Megatel Anacapri, LLC on July 28, 2023, which provides for a rebate of 35% of Use Tax Receipts to Developer for eligible items purchased by Developer to be used for the development within the City’s corporate limits . The City and the Developer ANACAPRI NORTH DEVELOPMENT AGREEMENT - Page 26 acknowledge and Agree that the existing Chapter 380 Agreement also applies to this Development. 9.17 Employment of Undocumented Workers. During the term of this Agreement, Developer agrees not to knowingly employ any undocumented workers and if convicted of a violation under 8 U.S.C. Section 1324a (f), Developer shall repay the amount of any funds received by Developer from City from the date of this Agreement to the date of such violation within 120 days after the date Developer is notified by City of such violation, plus interest at the rate of 4% compounded annually from the date of violation until paid. Developer is not liable for a violation of this section by a subsidiary, affiliate, or franchisee of Developer or by a person with whom Developer contracts. 9.18 No Israel Boycott. Developer verifies that the Developer (including any wholly owned subsidiary, majority-owned subsidiary, parent company, or affiliate of the Developer) does not Boycott Israel and agrees that during the term of this Agreement (Contract as applicable) will not Boycott Israel as that term is defined in Texas Government Code Section 808.001, as amended. 9.19 Verification Pursuant to Chapters 2252 and 2270 of the Texas Government Code. As of the Effective Date, the Developer represents with respect to Section 2252.151 of the Texas Government Code, as amended, solely for purposes of compliance with Chapter 2252 of the Texas Government Code, that neither Developer nor any wholly owned subsidiary, majority- owned subsidiary, parent company or affiliate of the Developer is a company listed by the Texas Comptroller of Public Accounts under Sections 2270.0201 (as enacted by Acts 2017, 85th Leg., ch. 96, Senate Bill 253) or 2252.153 of the Texas Government Code. 9.20 Verifications Pursuant to Chapter 2276, Texas Government Code. (a) With respect to Section 2276.002 of the Texas Government Code (as added by Senate Bill 13 in the 87th Texas Legislature, Regular Session), as amended, the Developer hereby verifies that it and its parent company, wholly- or majority-owned subsidiaries, and other affiliates, if any, do not boycott energy companies and will not boycott energy companies during the term of this Agreement. The foregoing verification is made solely to enable the Developer to comply with such Section. As used in the foregoing verification, “boycott energy companies,” a term defined in Section 2276.001(1), Texas Government Code (as enacted by such Senate Bill) by reference to Section 809.001, Texas Government Code (also as enacted by such Senate Bill), shall mean, without an ordinary business purpose, refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations with a company because the company (A) engages in the explor ation, production, utilization, transportation, sale, or manufacturing of fossil fuel -based energy and does not commit or pledge to meet environmental standards beyond applicable federal and state law; or (B) does business with a company described above. ANACAPRI NORTH DEVELOPMENT AGREEMENT - Page 27 9.21 With respect to Section 2274.002 of the of the Texas Government Code (as added by Senate Bill 19 in the 87th Texas Legislature, Regular Session), as amended, the Developer hereby verifies that it and its parent company, wholly- or majority-owned subsidiaries, and other affiliates, if any, do not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association and will not discriminate against a firearm entity or firearm trade association during the term of this Agreement. The foregoing verification is made solely to enable the Developer to comply with such Section. As used in the foregoing verification and the following definitions, ‘discriminate against a firearm entity or firearm trade association,’ a term defined in Section 2274.001(3), Texas Government Code (as enacted by such Senate Bill), (A) means, with respect to the firearm entity or firearm trade association, to (i) refuse to engage in the trade of any goods or services with the firearm entity or firearm trade association based solely on its status as a firearm entity or firearm trade association, (ii) refrain from continuing an existing business relationship with the firearm entity or firearm trade association based solely on its status as a firearm entity or firearm trade association, or (iii) terminate an existing business relationship with the firearm entity or firearm trade association based solely on its status as a firearm entity or firearm trade association and (B) does not include (i) the established policies of a merchant, retail seller, or platform that restrict or prohibit the listing or selling of ammunition, firearms, or firearm accessories and (ii) a company’s refusal to engage in the trade of any goods or services, decision to refrain from continuing an existing business relationship, or decision to terminate an existing business relationship (aa) to comply with federal, state, or local law, policy, or regulations or a directive by a regulatory agency or (bb) for any traditional business reason that is specific to the customer or potential customer and not based solely on an entity’s or association’s status as a firearm entity or firearm trade association, (b) ‘firearm entity,’ a term defined in Section 2274.001(6), Texas Government Code (as enacted by such Senate Bill), means a manufacturer, distributor, wholesaler, supplier, or retailer of firearms (defined in Section 2274.001(4), Texas Government Code, as enacted by such Senate Bill, as weapons that expel projectiles by the action of explosive or expanding gases), firearm accessories (defined in Section 2274.001(5), Texas Government Code, as enacted by such Senate Bill, as devices specifically designed or adapted to enable an individual to wear, carry, store, or mount a firearm on the individual or on a conveyance and items used in conjunction with or mounted on a firearm that are not essential to the basic function of the firearm, including detachable firearm magazines), or ammunition (defined in Section 2274.001(1), Texas Government Code, as enacted by such Senate Bill, as a loaded cartridge case, primer, bullet, or propellant powder with or without a projectile) or a sport shooting range (defined in Section 250.001, Texas Local Government Code, as a business establishment, private club, or association that operates an area for the discharge or other use of firearms for silhouette, skeet, trap, black powder, target, self -defense, or similar recreational shooting), and (c) ‘firearm trade association,’ a term defined in Section 2274.001(7), Texas Government Code (as enacted by such Senate Bill), means any person, corporation, unincorporated association, federation, business league, or business organization that (i) is not organized or operated for profit (and none of the net earnings of which inures to the benefit of any private shareholder or individual), (ii) has two or more firearm entities as members, and (iii) is exempt from federal income taxation under Section 501(a), Internal Revenue Code of 1986, as an organization described by Section 501(c) of that code. ANACAPRI NORTH DEVELOPMENT AGREEMENT - Page 28 9.22 Form 1295. Submitted herewith is a completed Form 1295 generated by the Texas Ethics Commission's (the “TEC”) electronic filing application in accordance with the provisions of Section 2252.908 of the Texas Government Code and the rules promulgated by the TEC (the “Form 1295”). The City hereby confirms receipt of the Form 1295 from the Developer, and the City agrees to acknowledge such form with the TEC through its electronic filing application system not later than the 30th day after the receipt of such form. The Parties understand and agree that, with the exception of information identifying the City and the contract identification number, neither the City nor its consultants are responsible for the information contained in the Form 1295; that the information contained in the Form 1295 has been provided solely by the Developer; and, neither the City nor its consultants have verified such information. 9.23 Rental Property. Developer shall not knowingly sell a total of more than ten percent (10%) of the total number of Lots projected to be within the Development to “institutional investors” that intend to own and rent or lease single-family residences within the Development (“SF Rental Lots”). An “institutional investor” shall be an entity that intends to purchase more than five (5) Lots within the Development and construct or cause to be constructed homes thereon for rental purposes. Once Developer sells a Lot to a purchaser, it shall not be responsible for the subsequent sale of the Lot or home by the owner. SECTION 10 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. Notwithstanding the foregoing, no Party shall be in default under this Agreement if, within the applicable cure period, the Party to whom the notice was given begins performance and thereafter diligently and continuously pursues performance until the alleged failure has been cured. Notwithstanding the foregoing, however, a Party shall be in default of its obligation to make any payment required under this Agreement if such payment is not made within twenty (20) business days after it is due. The failure of the City to timely construct, or caused the construction of, Rosamond Parkway shall be considered a default under this Agreement. 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 Developer will not be required to specifically perform under this Agreement in the event that Developer satisfies all of its obligations under Section 4.1 and the City does not issue PID Bonds within one year of the Effective Date. ANACAPRI NORTH DEVELOPMENT AGREEMENT - Page 29 10.3 Performance Window; Election to Terminate. In the event that Developer satisfies all of its obligations under its control pursuant to Section 4.1 and the City nevertheless does not issue PID Bonds within one year of the date on which Developer delivered its request for such PID Bond issue under Section 4.1, then (i) neither Party shall be required to otherwise perform under this Agreement; and (ii) this Agreement will terminate. Notwithstanding the foregoing, Developer shall take all actions required under the City Regulations and this Agreement necessary to: obtain approval of a preliminary plat for the first Phase of the Development and commence construction thereof within 180 days after the closing of the PID Bonds. As it pertains to this Agreement, “commence construction” includes initial grading or other site preparation with the City's approval and as necessary for further development. Notwithstanding any provision of this Agreement, if any of Developer's obligations set forth in this Agreement are not timely satisfied in accordance with this Agreement, the City may elect to terminate this Agreement by providing Developer with written notice of such failure(s). If the City provides such written notice, Developer shall have 120 days from the date that the City delivers said written notice in which to cure such failure(s), plus an additional time period equal to any delay caused by the failure(s), if any, of the City to timely issue any approvals required under this Agreement or the City Regulations or meet its obligations under this Agreement. If Developer fails to timely cure such failure(s), then the City shall be excused from its obligations under this Agreement, including but not limited to any obligation to: (a) levy any Assessments not already levied on the Property, and (b) issue any PID Bonds not already issued. SECTION 11 ASSIGNMENT; ENCUMBRANCE 11.1 Assignment. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto. The obligations, requirements, or covenants to develop the Property shall be freely assignable, in whole or in part, to any affiliate or related entity of Developer, Megatel Homes LLC (including its owners or affiliates), or any lien holder on the Property, without the prior written consent of the City, subject to the notice requirements set forth in Section 11.4. Except as otherwise provided in this paragraph, the obligations, requirements or covenants to the development of the Property shall not be assigned, in whole or in part, by Developer to a non-affiliate or non-related entity of Developer without the prior written consent of the City Manager, which consent shall not be unreasonably withheld or delayed if the assignee demonstrates financial ability to perform. An assignee shall be considered a “Party” for the purposes of this Agreement. Each assignment shall be in writing executed by Developer and the assignee and shall obligate the assignee to be bound by this Agreement to the extent this Agreement applies or relates to the obligations, rights, title, or interests being assigned. No assignment by Developer shall release Developer from any liability that resulted from an act or omission by Developer that occurred prior to the effective date of the assignment unless the City approves the release in writing. Developer shall maintain written records of all assignments made by Developer to assignees, including a copy of each executed assignment and, upon written request from any Party or assignee, shall provide a copy of such records to the ANACAPRI NORTH DEVELOPMENT AGREEMENT - Page 30 requesting person or entity, and this obligation shall survive the assigning Party's sale, assignment, transfer, or other conveyance of any interest in this Agreement or the Property. Any receivables due under this Agreement, any construction funding agreement, or any PID Reimbursement Agreement may be assigned by Developer without the consent of, but upon written notice to, the City, pursuant to the terms hereof. 11.2 Assignees as Parties. An assignee authorized in accordance with this Agreement and for which notice of assignment has been provided in accordance herewith shall be considered a “Party” for the purposes of this Agreement. With the exception of: (a) the City, (b) an End User, (c) a purchaser of a Fully Developed and Improved Lot, any person or entity upon becoming an owner of land within the PID or upon obtaining an ownership interest in any part of the Property shall be deemed to be a “Developer” and have all of the rights and obligations of Developer as set forth in this Agreement and all related documents to the extent of said ownership or ownership interest. 11.3 Third Party Beneficiaries. Except as otherwise provided herein, this Agreement inures to the benefit of, and may only be enforced by, the Parties. No other person or entity shall have any right, title, or interest under this Agreement or otherwise be deemed to be a third-party beneficiary of this Agreement. 11.4 Notice of Assignment. Subject to Section 11.1 of this Agreement, the following requirements shall apply in the event that Developer sells, assigns, transfers, or otherwise conveys the Property or any part thereof (excluding the sale of developed lots) and/or any of its rights or benefits under this Agreement: (i) Developer must provide written notice to the City to the extent required under Section 11.1 at least fifteen (15) business days in advance of any such sale, assignment, transfer, or other conveyance; (ii) said notice must describe the extent to which any rights or benefits under this Agreement will be sold, assigned, transferred, or otherwise conveyed; (iii) said notice must state the name, mailing address, telephone contact information, and, if known, email address, of the person(s) that will acquire any rights or benefits as a result of any such sale, assignment, transfer or other conveyance; and (iv) said notice must be signed by a duly authorized person representing Developer and a duly authorized representative of the person that will acquire any rights or benefits as a result of the sale, assignment, transfer or other conveyance. SECTION 12 RECORDATION AND ESTOPPEL CERTIFICATES 12.1 Binding Obligations. This Agreement and all amendments hereto and assignments hereof shall be recorded in the Real Property records of Collin County. This Agreement binds and constitutes a covenant running with the Property and, upon the Effective Date, is binding upon Developer and the City, and forms a part of any other requirements for development within the Property. This Agreement, when recorded, shall be binding upon the Parties and their successors and assigns as permitted by this Agreement and upon the Property. ANACAPRI NORTH DEVELOPMENT AGREEMENT - Page 31 12.2 Estoppel Certificates. From time to time, upon written request of Developer or any future owner, the City Manager, or his/her designee will, in his/her official capacity and to his/her reasonable knowledge and belief, execute a written estoppel certificate identifying any obligations of an owner under this Agreement that are in default or making an affirmative statement that Developer is not in default under this Agreement. SECTION 13 GENERAL PROVISIONS 13.1 Term. Except with respect to Impact Fee Credits that do not terminate, the term of this Agreement shall be forty (40) years after the Effective Date, unless extended by mutual agreement of the Parties. Upon expiration of the Term, the City shall have no obligations under this Agreement with the exception of maintaining and operating the PID in accordance with the SAP and any applicable Indenture. 13.2 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. 13.3 Notices. Any notice, submittal, payment or instrument required or permitted by this Agreement to be given or delivered to any party shall be deemed to have been received when delivered personally or upon the expiration of 72 hours following deposit of the same in any United States Post Office, registered or certified mail, postage prepaid, addressed as follows: To the City: City of Anna, Texas 111 N. Powell Parkway Anna, Texas 75409 With a copy to: Wolfe, Tidwell & McCoy, LLP Attn: Clark McCoy 2591 Dallas Parkway, Suite 300 Frisco, Texas 75034 To Developer: AnaCapri Laguna Azure, LLC 2101 Cedar Springs Road., Suite 700 Dallas, Texas 75201 With a copy to: Timothy Green ANACAPRI NORTH DEVELOPMENT AGREEMENT - Page 32 Coats | Rose, P.C. 16000 North Dallas Parkway, Suite 350 Dallas, Texas 75248 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. 13.4 Interpretation. The Parties acknowledge that each has been actively involved in negotiating this Agreement. Accordingly, the rule of construction that any ambiguities are to be resolved against the drafting Party will not apply to interpreting this Agreement. In the event of any dispute over the meaning or application of any provision of this Agreement, the provision will be interpreted fairly and reasonably and neither more strongly for nor against any Party, regardless of which Party originally drafted the provision. 13.5 Time. In this Agreement, time is of the essence and compliance with the times for performance herein is required. 13.6 Authority and Enforceability. The City represents and warrants that this Agreement has been approved by official action by the City Council of the City in accordance with all applicable public notice requirements (including, but not limited to, notices required by the Texas Open Meetings Act) and that the individual executing this Agreement on behalf of the City has been duly authorized to do so. Developer represents and warrants that this Agreement has been approved by appropriate action of Developer, and that each individual executing this Agreement on behalf of Developer has been duly authorized to do so. Each 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. 13.7 Limited Waiver Immunity. The Parties are entering into this Agreement in reliance upon its enforceability. Consequently, the City unconditionally and irrevocably waives all claims of sovereign and governmental immunity they may have (including, but not limited to, immunity from suit) to the extent, but only to the extent, that a waiver is necessary to enforce specific performance of this Agreement (including all of the remedies provided under this Agreement) and to give full effect to the intent of the Parties under this Agreement. Notwithstanding the foregoing, the waiver contained herein shall not waive any immunities that the City may have with respect to claims of injury to persons or property, which claims shall be subject to all of their respective immunities and to the provisions of the Texas Tort Claims Act. Further, the waiver of immunity herein is not enforceable by any party not a Party to this Agreement or any party that may be construed to be a third party beneficiary to this Agreement. 13.8 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 ANACAPRI NORTH DEVELOPMENT AGREEMENT - Page 33 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. 13.9 Applicable Law; Venue. This Agreement is entered into pursuant to, and is to be construed and enforced in accordance with, the laws of the State of Texas, and all obligations of the Parties are performable in Collin County. Exclusive venue for any action related to, arising out of, or brought in connection with this Agreement shall be in the Collin County District Court. 13.10 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. 13.11 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. 13.12 Force Majeure. Each Party shall use good faith, due diligence and reasonable care in the performance of its respective obligations under this Agreement, and time shall be of the essence in such performance; however, in the event a Party is unable, due to force majeure, to perform its obligations under this Agreement, then the obligations affected by the force majeure shall be temporarily suspended. Within three (3) business days after the occurrence of a force majeure, the Party claiming the right to temporarily suspend its performance, shall give Notice to all the Parties, including a detailed explanation of the force majeure and a description of the action that will be taken to remedy the force majeure and resume full performance at the earliest possible time. The term “force majeure” shall include events or circumstances that are not within the reasonable control of the Party whose performance is suspended and that could not have been avoided by such Party with the good faith exercise of good faith, due diligence and reasonable care. A Party that has claimed the right to temporarily suspend its performance shall provide written reports to the other Party at least once every week detailing: (i) the extent to which the force majeure event or circumstance continue to prevent the Party's performance; (ii) all of the measures being employed to regain the ability to perform; and (iii) the projected date upon which the Party will be able to resume performance, which projected date the Parties agree and acknowledge is only an estimate and not a binding commitment by the Party claiming force majeure. 13.13 Complete Agreement. This Agreement, including the Exhibits, embody the entire agreement between the Parties as it relates to the subject matter in this Agreement and cannot be varied or terminated, except as set forth in this Agreement. By entering into this Agreement, the Parties understand and agree that any previous agreements or understanding between the Parties are null and void. In particular, and notwithstanding the foregoing or any other provision of this Agreement, the Parties agree that the provisions of the Chapter 43 Texas Local Government Code Development Agreement between the City and Viola Lordsmeer, L.P. adopted under City ANACAPRI NORTH DEVELOPMENT AGREEMENT - Page 34 Resolution No. 2011-01-19 on January 25, 2011, is amended and replaced in its entirety, but only to the extent said agreement relates to all or any portion of the Property (but not to the extent said agreement relates to any other property). 13.14 Consideration. This Agreement is executed by the Parties hereto without coercion or duress and for substantial consideration, the sufficiency of which is hereby acknowledged. 13.15 No Personal Liability. Neither the City Council, nor any officer, agent, attorney, or employee of the City, shall be charged personally by the Developer with any liability, or be held liable to the Developer under any term or provision of this Agreement, or because of execution or attempted execution, or because of any breach or attempted or alleged breach, of this Agreement. ANACAPRI NORTH DEVELOPMENT AGREEMENT - Page 35 Exhibits. The following exhibits are attached to this Agreement and are incorporated herein for all purposes: Exhibit A-1 Description of the In-City Property Exhibit A-2 Description of the ETJ Property Exhibit A-3 Description of the PID No. 1 Property Exhibit A-4 Description of the PID No. 2 Property Exhibit B Concept Plan Exhibit C Authorized Improvements with Budgeted Costs Exhibit D Development Standards Exhibit E Home Buyer Disclosure Program Exhibit F-1 General Sign Example Exhibit F-2 Sign Location Exhibit G PID Financial Summary Exhibit H Streets Exhibit I-1 North Trails Exhibit I-2 Overall Trails Exhibit J Amenities [SIGNATURES PAGES AND EXHIBITS FOLLOW; REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] Error! Unknown document property name. EXECUTED BY THE PARTIES TO BE EFFECTIVE ON THE EFFECTIVE DATE: CITY OF ANNA, TEXAS By: Name: Title: Mayor Date” APPROVED AS TO FORM Name: Clark McCoy, City Attorney Date: *Provider: Kojak’s *Chicken Enchiladas *Seasoned Rice (Salsa Verde and Guacamole) *House Salad (please put any and all meat/bacon on the side) *Carrot Cake STATE OF TEXAS § § COUNTY OF COLLIN § This instrument was acknowledged before me on this _____ day of ______________, 2024 by _________________________, Mayor of the City of Anna, Texas, on behalf of the City. Notary Public in and for the State of Texas [SEAL] 37 Error! Unknown document property name. DEVELOPER: ANACAPRI LAGUNA AZURE, LLC, a Wyoming limited liability company By: Name: Its: Date: STATE OF TEXAS § § COUNTY OF COLLIN § This instrument was acknowledged before me, on the ___ day of ___________, 2024, by ____________, Co-President __________ in its capacity as member of AnaCapri Laguna Azure, LLC, a Wyoming limited liability company, on behalf of said company. Notary Public in and for the State of Texas [SEAL] 38 Error! Unknown document property name. Exhibit “A” Description of the Property 39 Error! Unknown document property name. Exhibit “B” Concept Plan 40 Error! Unknown document property name. Exhibit “C” Authorized Improvements with Budgeted Costs 41 Error! Unknown document property name. 42 Error! Unknown document property name. 43 Error! Unknown document property name. 44 Error! Unknown document property name. 45 Error! Unknown document property name. 46 Error! Unknown document property name. 47 Error! Unknown document property name. 48 Error! Unknown document property name. 49 Error! Unknown document property name. 50 Error! Unknown document property name. Exhibit “D” Development Standards DEVELOPMENT STANDARDS / BUILDING MATERIALS. With respect to all structures/ development within the PD-MU Zoning District, Property Owner agrees to comply or to cause the builders to comply and any other successors or assigns to comply with all City Regulations and with the masonry material requirements and all other requirements of the Anna City Code of Ordinances, Article 9. 04 Zoning Ordinance, Section 9. 04. 034 Supplementary District Regulations, Subsection ( e) Architectural Design Standards and with the following standards ( in the event of any conflict, the following listed standards shall govern). Nonresidential Buildings A. At least 80% of the exterior walls ( excluding doors, door frames, windows, and window frames) shall use only stone, brick, and/ or split face concrete masonry units in the construction of the exterior facade that are visible to the public. B. Other finishes and materials may be used at the sole discretion of the City Council if adopted as part of the site plan approval and if permitted by building and fire codes. C. At least 60% of exterior fagades not visible to the public ( excluding doors, door frames, windows, and window frames) are required to be brick or rock veneer. D. A maximum of 10% of any exposed exterior wall may consist of El FS E. Where the function of an individual business, or the recognized identity of a brand dictates a specific style, image, or building material associated with that company, the masonry provision may be modified; however, the development shall maintain harmony in terms of overall project design and appearance, and such design shall be subject to approval by the City Council after recommendation from the Planning & Zoning Commission. Multiple -Family Residence Buildings A. All multi -family buildings and structures shall have at least sixty percent ( 60%), for the first three stories of the total exterior walls above grade level, excluding doors and windows, and recessed balcony areas ( should be allowed as plane break), constructed of masonry ( brick/ rock veneer) materials with no more than forty percent ( 40%) consisting of cementitious siding ( Hardie products) or stucco materials. B. A maximum of 10% of any exposed exterior wall may consist of El FS C. Roofing materials for buildings and structures must be architectural roof shingles, said shingles shall be accompanied with a minimum 25- year warranty. Under no circumstance shall three -tab shingles be used as roofing material. Single -Family Residence Buildings A. Except as noted below, the exterior walls (excluding windows and doors) on the first -floor front elevation of any structure shall be 90 percent masonry and 80 percent on the second - floor front elevation. The total cumulative surface area of the remaining exterior walls ( excluding windows and doors) shall be 80% masonry. B. A maximum of 10% of any exposed exterior wall may consist of El FS. C. Second floor Dutch gable roof elements are not required to be masonry if set back at least 3 feet from the first -floor front elevation vertical plane. D. The masonry standards that apply to the front elevation of a structure as described in subsection ( A) above shall also apply to any exterior walls on a structure that are: ( i) adjacent to and face a public street or right- of-way; or ( ii) visible from and located immediately adjacent to a public park, reserved open space or neighborhood common area, or an undeveloped flood hazard or drainage area that is also adjacent to a public street. 51 Error! Unknown document property name. A. Roofing materials of a structure may only consist of architectural asphalt shingles including laminated dimensional shingles), clay and concrete tile, metal shingles, mineral - surfaced row roofing, slate and slate -type shingles, wood shingles, wood shakes or an equivalent or better product as compared with said materials. Should architectural shingles be used as roofing material, said shingles shall be accompanied with a minimum 25- year warranty. Under no circumstance shall three -tab shingles be used as roofing material. B. All garages must also incorporate wood clad ( or equivalent) garage doors or wood composite doors and contain decorative hardware. C. All doors on the font facade of a residence shall be constructed of wood, iron, glass, and/ or architectural fiberglass. 52 Error! Unknown document property name. Exhibit “E” Home Buyer Disclosure Program 53 Error! Unknown document property name. Exhibit “F-1” General Sign Example 54 Error! Unknown document property name. Exhibit “F-2” Sign Location 55 Error! Unknown document property name. Exhibit “G” RESERVED 56 Error! Unknown document property name. Exhibit “H” Streets 57 Error! Unknown document property name. Exhibit “I-1” North Trails 58 Error! Unknown document property name. Exhibit “I-2” Overall Trails 59 Error! Unknown document property name. Exhibit “J” Amenities 60 Error! Unknown document property name. Item No. 8.d. City Council Agenda Staff Report Meeting Date: 4/23/2024 Staff Contact: AGENDA ITEM: Discuss or deliberate personnel matters (Tex. Gov’t Code §551.074). Boards and Commissions SUMMARY: FINANCIAL IMPACT: BACKGROUND: STRATEGIC CONNECTIONS: ATTACHMENTS: