Loading...
HomeMy WebLinkAboutResolution No. 2012-100 CITY OF THE COLONY, TEXAS RESOLUTION NO. 2012-100 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF THE COLONY, TEXAS, ACCEPTING A PRELIMINARY SERVICE AND ASSESSMENT PLAN, PROPOSED ASSESSMENT ROLL, AND A PROPOSED REIMBURSEMENT AGREEMENT FOR THE CITY OF THE COLONY PUBLIC IMPROVEMENT DISTRICT NO. 1, ORDERING A PUBLIC HEARING FOR TUESDAY, JANUARY 15, 2013 TO CONSIDER AN ORDINANCE LEVYING AN ASSESSMENT ON PROPERTY LOCATED WITHIN THE CITY OF THE COLONY PUBLIC IMPROVEMENT DISTRICT NO. 1, AND AUTHORIZING THE PUBLICATION OF NOTICE AND NIAILED NOTICES FOR SAID HEARING; PROVIDING A SEVERABILITY CLAUSE; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, Chapter 372 of the Texas Local Government Code authorize the City of The Colony, Texas, to create a public improvement district within the City of The Colony, Texas; and WHEREAS, on Monday, September 17, 2012, there was presented to the City of The Colony, Texas (hereinafter referred to as the "City") a petition seeking the authorization to establish a public improvement district (hereinafter referred to as the "District") within the City pursuant to Chapter 372 of the Texas Local Government Code, as amended; and WHEREAS, on Tuesday, September 18, 2012, the City Council for the City approved Resolution No. 2012-067, ordering a public hearing for October 8, 2012, to consider a resolution creating the District; and WHEREAS, on Tuesday, October 8, 2012, the City Council for the City approved Resolution No. 2012-073, creating the City of The Colony Public Improvement District No. 1; and VN'HEREAS, the City Council for the City accepts the Preliminary Service and Assessment Plan for the District, proposed assessment roll, and a proposed reimbursement agreement for the City of The Colony Public Improvement District No. 1, a copy of which is attached hereto as ExhibitA, and is incorporated for all purposes; and WHEREAS, the City Council for the City orders a public hearing for Tuesday, January 15, 2013, to consider an ordinance levying an assessment on property located within the District, and authorizing the publication of notice and mailed notices for said public hearing NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF THE COLONY, TEXAS, THAT: SECTION 1. The findings set forth above are incorporated into the body of this Resolution as if fully set forth herein. SECTION 2. That the City Council of the City of The Colony, Texas, does hereby accept the Preliminary Service and Assessment Plan for the District, proposed assessment roll, and proposed reimbursement agreement for the City of The Colony Public Improvement District No. 1, a copy of which is attached hereto as Exhibit A, and is incorporated for all purposes. SECTION 3. That the City Council of the City of The Colony, Texas, does hereby order a public hearing to be held on Tuesday, January 15, 2013 at 7:00 p.m., at City Hall, located at 6800 Main Street, The Colony, Texas, for the purpose of hearing public testimony concerning the levy of an assessment on property located within The City of The Colony Public Improvement District No. 1. SECTION 4. That at such time and place the City Council will hear testimony regarding the adoption of an ordinance levying an assessment on property located within the District, in accordance with section 372.017 of the Texas Local Government Code, as amended. SECTION 5. That the City Secretary is hereby authorized and directed to cause said notices of the public hearing to be published in substantially the form as attached hereto as Exhibit B, in a newspaper of general circulation in the City consistent with Section 372.016(b) of the Texas Local Government Code. In addition, the City Secretary is hereby authorized and directed to cause said notices to be mailed to affected landowners within the boundaries of the proposed District consistent with Section 372.016(c) of the Texas Local Government Code. SECTION 6. If any section, article paragraph, sentence, clause, phrase or word in this Resolution, or application thereto any persons or circumstances is held invalid or unconstitutional by a Court of competent jurisdiction, such holding shall not affect the validity of the remaining portions of this Resolution; and the City Council hereby declares it would have passed such remaining portions of this Resolution despite such invalidity, which remaining portions shall remain in full force and effect. SECTION 7. This Resolution shall become effective from and after its date of passage in accordance with law. PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF THE COLONY, TEXAS, THIS I Its' day of DECEMBER, 2012. J e McCourr , Mayor ATTES-, Christie Wilson, City Secretary Page 2 APPROVED AS TO FORM: Jeff Moore, City Attorney i i Page 31 ~I Exhibit A City of The Colony Public Improvement District No. 1 Preliminary Service and Assessment Plan Page 4 City of The Colony Public Improvement District No. 1 PRELIMINARY Service and Assessment Plan December 11, 2012 The Colony Public hnprovement District No. I Service and Assessment Plan 1775.010\29353.26 SECTION I INTRODUCTION Capitalized terns used in this "City of The Colony Public Improvement District No. 1 Service and Assessment Plan" (this "Service and Assessment Plan") shall have the meanings set forth in Section 2. Unless otherwise defined, all references to "Section" mean a section of this Service and Assessment Plan, and all references to "Exhibit" mean an exhibit to this Service and Assessment Plan. 1.1 On October 8, 2012, the City Council of the City of The Colony, Texas (the "City Council" and the "City") passed and approved Resolution No. 2012-073 creating The Colony Public Improvement District No. 1 (the "District") pursuant to Chapter 372, Texas Local Government Code, as amended (the "Act"). The District includes within its boundaries approximately 439.12 contiguous acres located within the corporate limits of the City south of and adjacent to the Sam Rayburn Tollway (State Highway 121), north of and adjacent to Plano Parkway, and west of Spring Creek Parkway, which property is described by metes and bounds on Exhibit A and depicted on Exhibit A-1 (the "Propert y"). The Property lies within the boundaries of Tax Increment Reinvestment Zone Number One, City of The Colony, Texas, created by the City on November 8, 2011, by Ordinance No. 2011-1926 (the "Zone"). 1.2 Approximately 8.201 acres of the Property lie within the right-of-way of Plano Parkway and the right-of-way of the Burlington Northern Railroad. Approximately 82.09 acres of the Property are privately owned by 121 LLC (the "LLC Property"). Approximately 24.58 acres of the Property contiguous to the LLC Property are owned by The Colony Local Development Corporation, a Texas non-profit local government corporation (the "LGC Corporation" and the "LGC Property"). The remainder of the Property (the "Related Development Property") is owned in undivided interests by the LGC Corporation, The Colony Economic Development Corporation, a Texas non-profit development corporation (the "Type A Corporation"), and The Colony Community Development Corporation, a Texas non-profit development corporation (the "Type B Corporation") (collectively, the "Corporations"). The LLC Property and the LGC Property are collectively referred to as the "Facility Property", and such Facility Property is described by metes and bounds on Exhibit F. 1.3 The Property is currently undeveloped; however, it is contemplated that there will be constructed: (i) within the LLC Property, a mixed-use facility which will initially include approximately 1,280,000 square feet for warehouse and distribution uses, approximately 25,000 square feet for a regional corporate headquarters, and approximately 546,000 square feet for retail sales to the general public (collectively, the "Facility"); (ii) within the LGC Property, surface and structured parking open to the public that will serve the Facility (the 'Facility Parkin r"); (iii) within the Related Development Property, additional mixed-use facilities including, but not limited to, entertainment, tourism, recreation, and convention facilities that will attract tourists, visitors, and shoppers from a wide geographic region, and hotels, retail stores, concessions, restaurants, and other facilities related to the entertainment, tourism, recreation, and convention uses (collectively, the "Related Development"); and (iv) within other portions of the Property, both public improvements required to serve the Facility (the "Facility The Colony Public Improvement District No. 1 service and Assessment Plan Page 1 1775.010\29353.26 Public Improvements") and public improvements required to serve the Related Development (the "Related Development Public Improvements", and referred to collectively with the Facility Public Improvements as the "Public Improvements"). 1.4 All right, title, and interest of the LGC Corporation in and to the LGC Property and the Facility Parking will ultimately be transferred to a private taxpayer as a contribution to the capital of the taxpayer as approved in the Bond Validation Final Judgment. All right, title, and interest of the Corporations in and to each phase of the Related Development and portions of the Related Development Property on which each phase is constructed will also ultimately be transferred to one or more private taxpayers as contributions to the capital of the taxpayers. The Public Improvements, and portions of the Property on which the Public Improvements are constructed, will either remain owned by the City or will ultimately be transferred to the City by the Type A Corporation and Type B Corporation. 1.5 It is contemplated that the Public Improvements will be constructed by or on behalf of the Corporations using, in part, the net proceeds of bonds issued, fi•om time to time, by the Corporations. Bonds issued by the LGC Corporation to pay for Public Improvements will be secured, in part, by either (A) a portion of the ad valorem tax increment resulting fi•om development within the Zone (the "LGC Tax Bonds") or (B) a portion of the sales and use tax increment resulting from development within the Zone (the "LGC Sales Tax Bonds"). Bonds issued by the Type A Corporation to pay for Public Improvements will be secured, in part, by a portion of the sales and use taxes collected on taxable sales and transactions within the Zone (the "Type A Bonds"). Bonds issued by the Type B Corporation to pay for Public Improvements will be secured, in part, by a portion of the sales and use taxes collected on taxable sales and transactions within the Zone (the "Type B Bonds"). LGC Tax Bonds, LGC Sales Tax Bonds, Type A Bonds, and Type B Bonds are collectively referred to as "Public Improvements Bonds." The specific tax revenue that secures any one type of Public Improvements Bonds will not secure and may not be used to pay debt service on any other type of Public Improvements Bonds. 1.6 It is contemplated that: (1) the portion of the ad valorem tax increment revenues resulting from development within the Zone and pledged under the applicable indentures will be sufficient to pay debt service on the LGC Tax Bonds; (ii) the portion of the sales and use tax increment revenues resulting from development within the Zone and pledged under the applicable trust indentures will be sufficient to pay debt service on the LGC Sales Tax Bonds; (iii) the portion of the Type A Corporation sales and use taxes collected on taxable sales and transactions within the Zone and pledged under the applicable trust indentures will be sufficient to pay debt service on the Type A Bonds; and (iv) the portion of the Type B Corporation sales and use taxes collected on taxable sales and transactions within the Zone and pledged under the applicable trust indentures will be sufficient to pay debt service on the Type B Bonds. The Parties recognize, however, that from time to time Debt Service Shortfalls may exist for one or more of the Public Improvements Bonds. Consequently, as additional security for the Public Improvement Bonds, it is contemplated that a portion of the cost of the Facility Public Improvements will be assessed against the Facility Property based on the special benefit conferred on the Facility Property by the Facility Public Improvements and that a pro-rata portion of the Assessment Revenue collected by the City will be pledged to pay such Debt Service Shortfalls; however: the portion The Colony Public Improvement District No. I Service and Assessment Plan Page 2 1775.010\29353.26 of the Assessment Revenue pledged to pay Debt Service Shortfalls for any one of the Public Improvement Bonds will not be pledged to pay Debt Service Shortfalls for any other Public Improvements Bonds. The remainder of the cost of the Facility Public Improvements will not be assessed at this time but is deferred until the portion of the Related Development Property that is specially benefited by the Facility Public Improvements is known. The cost of the Related Development Public Improvements will not be assessed at this time but is deferred until the portions of the Related Development Property that are specially benefited by the Related Development Public Improvements are known. 1.7 Assessment Revenue from the Assessment against the Facility Property will be collected in Semi-Annual Installments and deposited into a segregated operating account (the "PID Operating Account") created and controlled by the City. Interest earned on the PID Operating Account shall be added to and become part of the PID Operating Account. A portion of the funds in the PID Operating Account shall be transferred on a pro-rata basis to separate sub- accounts corresponding to each issue of Public Improvement Bonds and paid by the City fi•om such sub-accounts to each of the Corporations under separate Reimbursement Agreements (the form of which is attached as Exhibit H) to pay Debt Service Shortfalls for the Public Improvement Bonds and such funds will be pledged by the Corporations as additional security for the Public Improvements Bonds. 1.8 Assessment Revenue from future Assessments levied against the Related Development Property or portions thereof based on special benefit conferred by the Facility Public Improvements or Related Development Public Improvements or both shall likewise be deposited into a PID Operating Account and used solely for the purposes determined by the City Council at the time the Assessments are levied. 1.9 The Facility Public Improvements fall into the following categories: (1) water, wastewater, and drainage facilities or improvements, including sanitary sewer facilities, storm water detention and retention facilities, and utility relocations related to such improvements; (2) street and roadway improvements, including related traffic signalization, signage, sidewalks, curbs, gutters, streetscape, landscaping, drainage improvements, and utility relocations related to such street and roadway improvements; (3) mass transit facilities; (4) park improvements, (5) landscaping; (6) lighting and signage; (7) pedestrian malls; and (8) site improvements for any of the foregoing, including, but not limited to, grading, erosion control, wetlands mitigation, and floodplain reclamation. The Facility Public Improvements are more particularly described in the engineering report titled PUBLIC IMPROVEMENTS REPORT, The City of The Colony Public Improvement District No. 1, The Colony, Texas dated November 30, 2012, prepared by Graham Associates, Inc. (the "Official Report"), a copy of which report is attached as Exhibit B. The Related Development Public Improvements fall into the same categories plus off street structured and surface parking facilities and are also more particularly described in the Official Report. 1.10 The "hard" and "soft" costs for the Facility Public Improvements and the Related Development Public Improvements are estimated in the Official Report. The total cost of the Facility Public Improvements, including an allocable portion of land cost and an allocable portion of Bond Issuance Costs, is estimated to be $90,600,000.00 (the "Facility Public Improvements Cost") as shown on Exhibit B-1. The individual line item costs shown in the The Colony Public Improvement District No. I service and Assessment Plan Page 3 1775.010\29353.26 Official Report and on Exhibit B-1 for each category of improvements are estimates and may vary item-to-item so long as the Facility Public Improvements Cost does not exceed $90,600,000.00 and the Related Development Public Improvements Cost does not exceed $150,000,000. The Facility Public Improvements Cost and Related Development Public Improvements Cost are sometime referred to collectively as the "Public Improvements Cost." 1.11 The Act governs the process by which the Public Improvements Cost is allocated to and assessed against the Property. This process requires the preparation of an ongoing service plan (a "Service Plan"), an assessment plan (an "Assessment Plan"), and an assessment roll (an "Assessment Roll"). 1.12 The Act requires the preparation, and the presentment to and review and approval by the City Council, of a Service Plan covering a period of at least five years and defining the annual indebtedness and projected costs of the Public Improvements. The Service Plan must be reviewed and updated at least annually to determine the annual budget for the Public Improvements. The Service Plan is contained in Section 3. 1.13 The Act requires the Service Plan to include an Assessment Plan. The Assessment Plan assesses the Public Improvements Cost against the Property on the basis of the special benefits conferred upon the Property by the Public Improvements. The Public Improvements Cost may be assessed in any manner that results in imposing equal shares of the cost on Parcels similarly benefited. The special benefit of the Public Improvements is being apportioned by this Service and Assessment Plan to the Property in the amount of the Public Improvements Cost. The Assessment Plan is contained in Section 4. 1.14 The Act requires the preparation of an Assessment Roll after the total Public Improvements Cost has been determined. The Assessment Roll must state the assessment against each Parcel determined by the method of assessment chosen by the City Council in the Assessment Plan. The assessment against a Parcel must be sufficient to pay the share of the Public Improvements Cost allocated to the Parcel and cannot exceed the special benefit conferred upon the Parcel. The Assessment Roll is contained in Section 5. SECTION 2 DEFINITIONS "121 LLC" is means 121 Acquisition Company, LLC, a Texas limited liability company. "Act" is defined in Section 1.1 "Administrator" means any person or entity designated by the City Council to perform the obligations of the Administrator under this Service and Assessment Plan. "Assessment" means, for a Parcel, the portion of the Public Improvements Cost allocated to and assessed against the Parcel based on the special benefit conferred on the Parcel by the Public Improvements. The Colony Public Improvement District No. 1 Service and Assessment Plan Page 4 1775.010\29353.26 "Assessment Plan" is defined in Section 1.11. "Assessment Roll" is defined in Section 1.11. "Assessment Revenue" means the revenues (excluding Semi-Annual District Expenses) received by the City from the payment of Assessments in Semi-Annual Installments. "Bond Issuance Costs" mean the costs and expenses paid or incurred by the Corporations to issue the Public Improvement Bonds including, but not limited to, capitalized interest, debt service reserve funds, and other customary cost of costs of issuance. "Bond Validation Final Judgment" means the "Final Judgment" entered January 18, 2012, in Ex Parte City of The Colony filed by the City of The Colony, Texas, pursuant to Chapter 1205, Texas Government Code, in the 53rd Judicial District Court of Travis County, Texas, Cause No. 0-1-GV-11-001995 "City" is defined in Section 1.1. "City Council" is defined in Section 1.1. "Corporations" are defined in Section 1.2. "Debt Service Shortfall" means, for any issue of Public Improvements Bonds, the amount by which the debt service requirements for any payment date for any issue exceeds the sum of (i) capitalized interest available to pay debt service requirements on any payment date for such Public Improvement Bonds, (ii) the specific tax revenues collected and available for debt service under the applicable trust indentures for such Public Improvement Bonds, and (iii) any additional lawfully available funds made available to the trustee under the applicable trust indentures for such Public Improvement Bonds to pay debt service as of the applicable Semi-Annual Calculation Date. "Delinquent Collection Costs" mean, for a Parcel, interest, penalties and attorneys" fees that are authorized by the Act and that directly or indirectly relate to the collection of delinquent Semi- Annual Installments and any other delinquent payments due under this Service and Assessment Plan with respect to sucli Parcel, including costs and expenses related to the foreclosure of liens. "District" is defined in Section I. 1. "Facility" is defined in Section 1.3. "Facility Parking" is defined in Section 1.3. "Facility Property" is defined in Section 1.2. "Facility Public Improvements" are defined in Section 1.3. "Facility Public Improvements Cost" is defined in Section 1.10. The Colony Public Improvement District No. 1 service and Assessment Plan Page 5 1775.010\29353.26 r "LGC Corporation" is defined in Section 1.2. "LGC Property" is defined in Section 1.2. "LGC Sales Tax Bonds" are defined in Section 1.5. "LGC Tax Bonds" are defined in Section 1.5. "LLC Property" is defined in Section 1.2. "Official Report" is defined in Section 1.9. "Parcel" means a parcel or tract of land within the District that is identified by (i) a metes and bounds description, (ii) a tax map identification number assigned by the Denton County Appraisal District for real property tax purposes, or (iii) a lot and block number shown on a final subdivision plat recorded in the real property records of Denton County, Texas. "PID Operating Account" is defined in Section 1.7. "Prepayment Costs" mean expenses paid or incurred by the City in connection with the prepayment of an Assessment. "Property" is defined in Section I.I. "Public Improvements" are defined in Section 1.3. "Public Improvements Bonds" are defined in Section 1.5. "Public Improvements Cost" is defined in Section 1.10. "Reimbursement Agreement" means a reimbursement agreement between the City and each of the Corporations in substantially the form of Exhibit H. "Related Development" is defined in Section 1.3. "Related Development Property" is defined in Section 1.3. "Related Development Public Improvements" are defined in Section 1.3. "Related Development Public Improvements Cost" is defined in Section 1.10. "Semi-Annual Administrative Costs" mean the actual or estimated costs paid or incurred in connection with the administration and operation of the District that may be paid from the additional interest authorized by Section 372.018(a) of the Act including, but not limited to: (i) an amount to pay Prepayment Costs; (ii) an amount equal to the amount by which Semi-Annual Collection Costs paid or incurred exceed Semi-Annual Collection Costs collected; and (iii) an The Colony Public Improvement District No. 1 Service and Assessment Plan Page 6 1775.010\29353.26 I ICI amount to pay Public Improvements Cost under circumstances determined appropriate by the City Council. "Semi-Annual Billing Date" is defined in Section 4.9. "Semi-Annual Calculation Date" is defined in Section 4.9. "Semi-Annual Collection Costs" mean the actual or estimated costs (including reasonable attorneys' fees) paid or incurred in connection with: (i) the preparation of Service Plan Updates and the resulting adjustments, if any, to Assessments or Semi-Annual Installments; (ii) the computation, collection, and application of payments of Assessments and Semi-Annual Installments and any other payments related thereto; (iii) the performance of any duties or obligations imposed by this Service and Assessment Plan related to the computation, collection, and application of payments of Assessments and Semi-Annual Installments and any other related payments, including payment of any fees charged by the Administrator, or related to the use of any of the foregoing payments to pay Public Improvements Cost; and (iv) maintaining books and records with respect to the foregoing. "Semi-Annual District Expenses" means the sum of Semi-Annual Administrative Costs, Semi- Annual Collection Costs, and Delinquent Collection Costs. "Semi-Annual Installment" means the amount of an Assessment against a Parcel collected in semi-annual installment payments each of which is the sum of. (i) all Debt Service Shortfalls for any outstanding Public Improvement Bonds, which amount may be zero; plus (ii) Semi-Annual Collection Costs allocated to the Parcel; plus (iii) Delinquent Collection Costs attributable to the Parcel; plus (iv) Semi-Annual Administrative Costs (up to a maximum amount determined by the additional interest authorized by Section 372.018(a) of the Act) allocated to the Parcel. "Service and Assessment Plan" means this City of The Colony Public Improvement District No. I Service and Assessment Plan, dated December 11, 2012, as amended and updated. "Service Plan" is defined in Section 1.11. "Service Plan Update" is defined in Section 3.1. "Special Benefits Report" is defined in Section 4.3. "Type A Bonds" are defined in Section 1.5. "Type A Corporation" is defined in Section 1.2. "Type B Bonds" are defined in Section 1.5. "Type B Corporation" is defined in Section 1.2. "Zone" is defined in Section 1.2. The Colony Public Improvement District No. I service and Asscssment Plan Page 7 1775.010\29353.26 SECTION 3 SERVICE PLAN 3.1 This Section 3 is the Service Plan for the District. This Service Plan covers a period of at least five years beginning with calendar year 2013 and defines the projected cost and annual indebtedness for the Facility Public Improvements and the projected cost and annual indebtedness for the Related Development Public Improvements. The Service Plan shall be reviewed and updated at least annually for the purpose of determining the annual budget for the Facility Public Improvements and Related Development Public Improvements (each such update, a "Service Plan Update"). 3.2 The projected Facility Public Improvements Cost is $90,600,000.00, and for the next five years such cost is allocated as shown on Exhibit C. The projected Related Development Public Improvements Cost is $150,000,000, and for the next five years such cost is allocated as shown on Exhibit C-l. 3.3 The five-year projection of annual indebtedness for the Facility Public Improvements Cost is shown on Exhibit D. The five-year projection of annual indebtedness for the Related Development Public Improvements Cost is shown on Exhibit D-1. The annual indebtedness for any given year is the sum of the Semi-Annual Installments for the year. The principal amount of any Assessment may be reduced but not increased. District Expenses may be reduced or increased. All adjustments to Semi-Annual Installments shall be reflected in each Service Plan Update. SECTION 4 ASSESSMENT PLAN 4.1 Method of Assessment. This Section 4 is the Assessment Plan for the District. This Assessment Plan assesses the Public Improvements Cost against the Facility Property on the basis of the special benefits conferred on the Facility Property by the Public Improvements. The Act provides that the Public Improvements Cost may be assessed equally per front foot or square foot (with or without regard to the value of improvements constructed on the land) or in any other manner that results in imposing equal shares of the cost on property similarly benefited. 4.2 Best and Highest Use. Based on: (i) the size and location of the Property within the corporate limits of the City; (ii) the lack of public infrastructure to serve development of the Property; (iii) the proximity of the Property to public roadways and water and sewer facilities; (iv) the proximity of the Property to population and employment centers; (v) the scope and economic impact of the Facility, Facility Parking, and Related Development on the City, Denton County; and the north Texas region; (vi) existing and projected land uses in the vicinity of the Property; (vii) projected growth in the greater Dallas metropolitan area and, in particular, along the State Highway 121 corridor; and (viii) the quality of the proposed development within the Property, the City Council has determined that: (A) the best and highest use of the Property is for the development of the Facility, Facility Parking, and Related Development; (B) achieving the best and highest use of the Property requires the Public Improvements; (C) without the Public Improvements the Property will not be developed to its best and highest use; (D) the The Colony Public Improvement District No. 1 Service and Assessment Plan Page 8 1775.010\29353.26 establishment of the District provides an effective means of funding the Public Improvements to achieve the best and highest use for the Property without financial burden to the City; and (E) the Public Improvements will promote the interests of the City and confer a special benefit on the Property. 4.3 Facility Public Improvements Cost. The City Council has received, reviewed, and approved that certain SPECIAL BENEFITS REPORT, The City of The Colony Public Improvement District No. 1, The Colony, Texas dated November 30, 2012, prepared by Graham Associates, Inc., a copy of which is attached as Exhibit E (the "Special Benefits Report). 4.3.1 Based on the Special Benefits Report, the City Council has determined that $79,600,000.00 of the Facility Public Improvements Cost should be allocated to and assessed against the Facility Property as shown on Exhibit E-1 attached hereto. The City Council has further determined, based on the Special Benefits Report, that the special benefit conferred on the Facility Property is uniform by area; therefore, the Facility Property should be assessed $739,983.27 per gross acre. The individual line item costs shown in the Special Benefits Report and on Exhibit E-1 for each category of improvements are estimates and may vary item-to-item so long as the Facility Public Improvements Cost does not exceed $90,600,000.00. 4.3.2 Based on the Special Benefits Report, the City Council has determined that $11,000,000.00 of the Facility Public Improvements Cost should be allocated to and assessed against the Related Development Property as shown on Exhibit E-1 attached hereto. As of the date of this Service and Assessment Plan, the Related Development Property, or portions thereof, that will be specially benefited by the Facility Public Improvements is not known with sufficient certainty to levy Assessments; therefore, Assessments against the Related Development Property are deferred until the Related Development Property, or portions thereof specially benefited by the Facility Public Improvements, can be identified; whereupon, the deferred Assessments may be levied in accordance with the Act. 4.4 Related Development Public Improvements Cost. Based on the Special Benefits Report, the City Council has determined that up to $150,000,000 may be assessed against the Related Development Property. As of the date of this Service and Assessment Plan, the Related Development Property, or portions thereof, that will be specially benefited by the Related Development Public Improvements is not known with sufficient certainty to levy Assessments; therefore, assessments against the Related Development Property are deferred until the Related Development Property, or portions thereof specially benefited by the Related Development Public Improvements, can be identified; whereupon, the deferred Assessments may be levied in accordance with the Act. 4.5 Adjustment of Assessments. The Assessments described in this Article IV are based on estimates of the Public Improvements Cost as set forth in the Official Report. If the actual cost of the Public Improvements is less than the estimates, the Assessments shall be reduced as determined by the Administrator and approved by the City Council in a Service Plan Update. The Colony Public hnprovmnent District No. I service and Assessment Plan Page 9 1775.010\29353.26 4.6 Subdivision; Change to Tax Exemp . 4.6.1 Upon Subdivision. If the Facility Property is subdivided, the Assessment against the property will be reallocated among the subdivided Parcels on a per-acre basis as determined by the Administrator and reflected in a Service Plan Update approved by the City Council after a public hearing for which notice (i) addressed to "Property Owner" has been mailed, regular mail, to the current address of the owner of the property being subdivided as reflected on the tax rolls, and (ii) addressed to "Trustee" has been mailed, regular mail, to the trustee under each indenture related to Public Improvements Bonds. 4.6.2 Upon Becoming Tax Exemp . If any portion of the Facility Property becomes exempt fi•om the payment of ad valorem taxes, the owner of such portion shall pay to the City the unpaid principal amount of the Assessment allocated (on a per-acre basis) to such portion of the Facility Property plus, if applicable, accrued interest through the date of payment. Prepayment Costs, if any, shall be paid as a Semi-Annual Administrative Cost. 4.7 Prepayment of Assessments. The unpaid principal amount of an Assessment may be prepaid in full or in part at any time, together with accrued interest, if any, through the date of prepayment; whereupon the Assessment and corresponding assessment lien automatically terminate and shall be reduced to zero in a Service Plan Update. Prepayment Costs, if any, may be paid by the Administrator from Semi-Annual Administrative Costs. 4.8 Accrual of Interest. The Assessment against the Facility Property shall not bear interest except for interest authorized by Section 372.018(a) of the Act. Assessments that are deferred may bear interest as approved by the City Council at the time the Assessments are levied. 4.9 Semi-Annual Installments. The Assessment against the Facility Property shall be due and payable to the City in Semi-Annual Installments beginning March 1, 2013, and continuing every September 1 and March 1 thereafter and will be delinquent if not paid within three calendar days after it is due and payable. Semi-Annual Installments are not required to be level amounts and will vary depending on Semi-Annual District Expenses and the amounts, if any, of Debt Service Shortfalls. For so long as any Public Improvement Bonds remain outstanding, each of the Corporations, pursuant to a Reimbursement Agreement, is required to calculate its respective Debt Service Shortfall amount for each bond issue, and each Corporation shall certify such Debt Service Shortfall amount to the City no later than each February 1 or August 1 commencing February 1, 2013 (each a "Semi-Annual Calculation Date"). Upon notification of each Debt Service Shortfall amount due for each bond issue, the City shall calculate the amount of the Semi-Annual Installment and shall submit a bill to each property owner no later than each February 15 and August 15 commencing February 15, 2013 (each a "Semi-Annual Billing Date"). The City will use all reasonable efforts to collect Semi-Annual Installments before they become delinquent. If a Semi-Annual Installment becomes delinquent, all remedies at law or under the Act shall be available to the City. 4.10 PID Operating Account. Assessment Revenue from the collection of Semi-Annual Installments of the Assessment against the Facility Property will be deposited by the City into the PID Operating Account, including sub-accounts corresponding to each issue of Public The Colony Public Improvement District No. 1 Service and Assessment Plan Page 10 1775.010\29353.26 Improvement Bonds, immediately upon receipt and will be transferred by the City to the respective Corporations, or to the applicable trustee(s) for the benefit of such Corporations, to pay Debt Service Shortfalls, if any, by March 5, 2013, and by each September 5 and March 5 thereafter for so long as Public Improvement Bonds are outstanding. Any Assessment Revenue due to the Corporations on any such date but collected by the City after the due date shall be transferred to the respective Corporations or applicable trustee(s) within two business days. 4.11 Reduction of Assessment Against the Facility Pro . The Assessment against the Facility Property (and the corresponding assessment lien) shall be reduced by the sum of all amounts by which the outstanding principal of the Public Improvement Bonds for which the PID Operating Account is pledged, as additional security, are reduced and by sum of all prepayments of the Assessment made pursuant to Section 4.7. 4.12 Security for Pa rte. All payments due in accordance with this Service and Assessment Plan shall be treated the same with respect to the liens created to secure payment and the rights of the City, including foreclosure, in the event of delinquencies. Any foreclosure sale of a Parcel for nonpayment of any such amounts shall be subject to a continuing lien for the remaining unpaid amounts in accordance with state law. 4.13 Release of Lien. When an Assessment has been paid in full, including Delinquent Collection Costs and any other related amounts owed under this Service and Assessment Plan, the Administrator shall notify the City, and the City shall execute a release, in recordable form, evidencing full payment of the Assessment and the unconditional release of the lien securing payment of the Assessment. All releases shall be reflected in a Service Plan Update. 4.14 Findings and Determinations. The findings and determinations by the City Council set forth in this Service and Assessment Plan are based on: (1) the Official Report prepared by Graham Associates, Inc.; (ii) the Special Benefits Report prepared by Graham Associates, Inc.; (iii) evidence and testimony presented to the City Council; and (iv) information made available to the City Council. The City Council has relied on the information contained in the Official Report, Special Benefits Report, evidence, and testimony in the preparation and approval of this Service and Assessment Plan and the allocation of the Public Improvements Cost to the Property. Such findings and determinations represent the discretionary exercise by the City Council of its legislative and governmental authority and power, and such findings and determinations are conclusive and binding on the current and future owners of the Property. The Corporations have concurred in and approved the findings and determinations by the City Council as set forth in this Service and Assessment Plan and have otherwise concurred in and approved this Service and Assessment Plan and the levy of Assessments against the Property. The Corporations acknowledge that the Property will be subject to payment of Assessments and/or Semi-Annual Installments as provided in this Service and Assessment Plan and in the Reimbursement Agreement. The Colony Public Improvement District No. I service and Assessment Plan Page 11 1775.010\29353.26 SECTION 5 ASSESSMENT ROLL This Section 5 is the Assessment Roll for the District. The Assessment Roll is set forth on Exhibit G and consists of a single Parcel, the 107.57-acre Facility Property, against which an assessment should be levied in the amount of $79,600,000.00, which is the portion of the Facility Public Improvements Cost that the City Council has determined confers a special benefit on the Facility Property. The assessment of the remainder of the Facility Public Improvements Cost, $11,000,000.00, is being deferred as authorized by the Act until the portion of the Related Development Property that is specially benefited by the Facility Public Improvements can be identified. Likewise, the assessment of the Related Development Public Improvements Cost against the Related Development Property is being deferred until the portion(s) of the Related Development Property that are specially benefited by the Related Development Public Improvements can be identified. SECTION 6 ADDITIONAL PROVISIONS 6.1 Severability. The provisions of this Service and Assessment Plan are intended to be severable. In the event any provision of this Service and Assessment Plan, or the application thereof to any person or circumstance, is held or determined to be invalid, illegal, or unenforceable, and if such invalidity, unenforceability, or illegality does not cause substantial deviation from the underlying intent of the City Council as expressed in this Service and Assessment Plan, then such provision shall be deemed severed from this Service and Assessment Plan with respect to such person, entity, or circumstance without invalidating the remainder of this Service and Assessment Plan or the application of such provision to other persons, entities, or circumstances. 6.2 Exhibits. The following exhibits are part of this Service and Assessment Plan: Exhibit A Legal Description of the Property Exhibit A-1 Depiction of the Property Exhibit B Official Report Exhibit B-1 Facility Public Improvements Cost millions) Exhibit C Service Plan: Five-Year Projection of Facility Public Improvements Cost Exhibit C-1 Service Plan: Five-Year Projection of Related Development Public Improvements Cost Exhibit D Service Plan: Five-Year Projection of Annual Indebtedness for Facility Public Improvements Cost Exhibit D-1 Service Plan: Five-Year Projection of Annual Indebtedness for Related Development Public Improvements Cost Exhibit E Special Benefits Report Exhibit E-1 Facility Public Improvements Cost - Special Benefit Analysis millions) Exhibit F Facility Property Exhibit G Assessment Roll Exhibit H Reimbursement Agreement The Colony Public Improvement District No. 1 Service and Assessment Plan Page 12 1775.010\29353.26 Exhibit A Legal Description of the Property (439.12 Acres) Being a 439.12 acre tract of land situated in the B.B.B & C.R.R. Survey, Abstract No. 173, B.B.B. & C. Survey, Abstract No. 174, Thomas A. West Survey, Abstract No. 1344, and the M.D.T. Hallmark Survey, Abstract No. 570, Denton County, Texas, and being all of a tract of land conveyed by deed to 121 Acquisition Company, LLC., as recorded in Instrument No. 2011- 114773, 2011-121444, and 2011-112195, Deed Records, Denton County, Texas, and a portion of Plano Parkway and a portion of Burlington Northern Railroad tract, and being more particularly described as follows: BEGINNING at a found Txdot monument, said point being the northwest corner of said 121 Acquisition Company, LLC tract and being in the south right-of-way line of State Highway 121 (having a variable width R.O.W.); THENCE North 63°32'06" East, along said south right-of-way line, a distance of 130.52 feet to a point for corner; THENCE North 60°22'33" East, continuing along said south right-of-way line, a distance of 80.86 feet to a point for corner; THENCE South 29°13'03" East, continuing along said south right-of-way line, a distance of 50.00 feet to a point for corner; THENCE North 60°47'38" East, continuing along said south right-of-way line, a distance of 219.64 feet to a point for corner, said point being in the west right-of-way line of Plano Parkway (100 ft R.O.W.); THENCE North 50°53'35" East, leaving said south right-of-way line, and leaving said west right-of-way line, a distance of 100.00 feet to a point for corner, for the beginning of a non- tangent curve to the right having a radius of 950.00 feet and a central angle of 1 °26'54" and a long chord which bears North 38°22'58" West, 24.01 feet, said point being in the east right-of- way line of said Plano Parkway; THENCE along said east right-of-way line, and along said non-tangent curve to the right an are distance of 24.01 feet to a point for corner, said point being the most southerly point of a corner- clip of the intersection of said east right-of-way line of Plano Parkway and the south right-of- way line of said State highway 121; THENCE North 08°46'31" East, along said corner-clip, a distance of 26.03 feet to a point for corner, said point being in the south right-of-way line of said State highway 121; THENCE North 60°47'38" East, along said south right-of-way line, a distance of 203.71 feet to a point for comer; Exhibit A to The Colony SAP - Description of the Property Page 1 1775.0 10129353.26 Exhibit A Legal Description of the Property (439.12 Acres) THENCE North 58°17'36" East, continuing along said south right-of-way line, a distance of 252.11 feet to a point for corner; THENCE North 55°47'40" East, continuing along said south right-of-way line, a distance of 105.11 feet to a point for comer; THENCE North 58°17'42" East, continuing along said south right-of-way line, a distance of 248.62 feet to a point for corner; THENCE North 60°47'38" East, continuing along said south right-of-way line, a distance of 263.85 feet to a point for corner; THENCE North 76°30'51" East, continuing along said south right-of-way line, a distance of 92.27 feet to a point for corner; THENCE North 65°56'12" East, continuing along said south right-of-way line, a distance of 100.40 feet to a point for comer; THENCE North 64°13'39" East, continuing along said south right-of-way line, a distance of 100.18 feet to a point for corner; THENCE North 60°16'36" East, continuing along said south right-of-way line, a distance of 39.88 feet to a point for corner; THENCE South 74°12'01" East, continuing along said south right-of-way line, a distance of 70.70 feet to a point for corner; THENCE North 60°47'38" East, continuing along said south right-of-way line, a distance of 64.12 feet to a point for corner; THENCE North 15°47'17" East, continuing along said south right-of-way line, a distance of 73.27 feet to a point for corner; THENCE North 59°04'32" East, continuing along said south right-of-way line, a distance of 94.25 feet to a point for corner; THENCE North 55°39'04" East, continuing along said south right-of-way line, a distance of 100.40 feet to a point for corner; THENCE North 47°37'54" East, continuing along said south right-of-way line, a distance of 114.18 feet to a point for corner; Exhibit A to The Colony SAP - Description of the Property Page 2 1775.010\29353.26 Exhibit A Legal Description of the Property (439.12 Acres) THENCE North 60°47'38" East, continuing along said south right-of-way line, a distance of 3800.00 feet to a point for corner; THENCE North 65°20'10" East, continuing along said south right-of-way line, a distance of 189.41 feet to a point for corner; THENCE North 61°56'23" East, continuing along said south right-of-way line, a distance of 100.02 feet to a point for corner; THENCE North 63°39'23" East, continuing along said south right-of-way line, a distance of 100.12 feet to a point for corner; THENCE North 64°47'53" East, continuing along said south right-of-way line, a distance of 100.24 feet to a point for corner; THENCE North 66°30'16" East, continuing along said south right-of-way line, a distance of 201.00 feet to a point for corner; THENCE North 65°56'12" East, continuing along said south right-of-way line, a distance of 100.40 feet to a point for corner; THENCE North 66°30'16" East, continuing along said south right-of-way line, a distance of 100.50 feet to a point for corner; THENCE North 63°05'04" East, continuing along said south right-of-way line, a distance of 100.08 feet to a point for corner; THENCE North 64°13'39" East, continuing along said south right-of-way line, a distance of 100.18 feet to a point for corner; THENCE North 83°05'27" East, continuing along said south right-of-way line, a distance of 69.58 feet to a point for corner; THENCE North 60°39'18" East, continuing along said south right-of-way line, a distance of 33.81 feet to a point for corner, said point being in the west right-of-way line of Burlington Northern Railroad (having a variable width P.O.W.); THENCE North 60°38'52" East, leaving said west right-of-way line, a distance of 107.30 feet to a point for corner, said point being in the east right-of-way line of said Burlington Northern Railroad; THENCE North 60°45'58" East, leaving said east right-of-way line, continuing along said south right-of-way line of State Highway 121, a distance of 254.35 feet to a point for corner; Exhibit A to The Colony SAP - Description of the Property Page 3 1775.010\29353.26 Exhibit A Legal Description of the Property (439.12 Acres) THENCE North 63°19'02" East, continuing along said south right-of-way line, a distance of 585.96 feet to a point for corner; THENCE North 60°52'09" East, continuing along said south right-of-way line, a distance of 369.37 feet to a point for coiner, said point being in the west right-of-way line of West Spring Creek Parkway (having a 160 ft R.O.W.); THENCE South 29°24'43" East, leaving said south right-of-way line, and along said west right- of-way line, a distance of 265.52 feet to a point for corner, for the beginning of a non-tangent curve to the right having a radius of 970.00 feet and a central angle of 29°13'42", and a long chord which bears South 14°53'13" East, 489.48 feet; THENCE continuing along said west right-of-way line, and along said non-tangent curve to the right an arc distance of 494.83 feet to a point for corner; THENCE South 00°22'42" East, continuing along said west right-of-way line, a distance of 476.17 feet to a point for corner; THENCE South 00°23'35" East, continuing along said west right-of-way line, a distance of 864.92 feet to a point for corner, said point being in the north line of Kings Ridge Addition, Phase Three, as recorded in Cabinet X, Page 450, Plat Records, Denton County, Texas; THENCE South 89°40'20" West, leaving said west right-of-way line, and along said north line, a distance of 1199.93 feet to a point for corner, said point being in the east right-of-way line of said Burlington Northern Railroad; THENCE North 87°39'44" West, leaving said north line, leaving said east right-of-way line, a distance of 101.16 feet to a point for coiner, for the beginning of a non-tangent curve to the right having a radius of 3703.75 feet and a central angle of 3°44'19" and a long chord which bears South 04°12'25" West, 241.62 feet, said point being in the west right-of-way line of said Burlington Northern Railroad; THENCE along said east right-of-way line, and along said non-tangent curve to the right an arc distance of 241.67 feet to a point for corner; THENCE South 06°04'35" West, continuing along said east right-of-way line, a distance of 2524.64 feet to a point for corner; THENCE North 83°17'00" West, continuing along said east right-of-way line, a distance of 190.16 feet to a point for corner; Exhibit A to The Colony SAP - Description of the Property Page 4 1775.010\29353.26 Exhibit A Legal Description of the Property (439.12 Acres) THENCE South 00°51'51" East, continuing along said east right-of-way line, a distance of 970.10 feet to a point for corner; THENCE South 89°03'50" West, continuing along said east right-of-way line, a distance of 31.06 feet to a point for corner; THENCE South 01°14'37" East, continuing along said east right-of-way line, a distance of 447.78 feet to a point for corner; THENCE North 87°06'22" West, leaving said east right-of-way line, a distance of 1240.48 feet to a point for corner, for the beginning of a non-tangent curve to the left having a radius of 1130.00 feet and a central angle of 103°16'58", and a long chord which bears North 38°43'34" West, 1772.16 feet, said point being in the east right-of-way line of said Plano Parkway; THENCE along said east right-of-way line, and along said non-tangent curve to the left an arc distance of 2036.97 feet to a point for comer; THENCE South 89°38'05" West, continuing along said east right-of-way line, a distance of 647.23 feet to a point for corner, for the beginning of a non-tangent curve to the right having a radius of 950.00 feet and a central angle of 40°05'36" and a long chord which bears North 70'l 9'29" West, 651.29 feet; THENCE continuing along said east right-of-way line, and along said non-tangent curve to the right an arc distance of 664.77 feet to a point for corner, for the beginning of a reverse curve to the left having a radius of 1050.00 feet and a central angle of 40°15'06" and a long chord which bears North 70°25'01" West, 722.57 feet; THENCE continuing along said east right-of-way line, and along said curve to the left an are distance of 737.65 feet to a point for corner; THENCE South 89°31'25" West, continuing along said east right-of-way line, a distance of 623.83 feet to a point for corner, for the beginning of a tangent curve to the right having a radius of 950.00 feet, a central angle of 0°48'07", and a long chord which bears South 89°55'28" West, 13.21 feet; THENCE continuing along said east right-of-way line, along said curve to the right, an arc distance of 13.21 feet to a point for corner; THENCE South 00°19'22" West, leaving said east right-of-way line, a distance of 100.00 feet to a point for corner, said point being in the west right-of-way line of said Plano Parkway; Exhibit A to The Colony SAP - Description of the Property Page 5 1775.010\29353.26 Exhibit A Legal Description of the Property (439.12 Acres) THENCE South 89°58'40" West, leaving said west right-of-way line, a distance of 1210.45 feet to a point for corner; THENCE North 00°25'18" West, a distance of 226.47 feet to the POINT OF BEGINNING and CONTAINING 19,128,279 square feet, 439.12 acres of land, more or less. I IExhibit A to The Colony SAP - Description of the Property Page 6 1775.010'29353.26 Exhibit A-1 Depiction of the Propert y - ~ 7 COL-4 13LV0 N TFTES CO ON'N• _ coot 10 04 BLVD. HEADQUARTERS DRIVE - ~ r MANO bITYI IMIT UI PROJECT' SITE lot • G \ SPRING C c t I IMIT ~EExpyRl{~yAY /f / I pL4lVO PARKWAY w \ f~ POINT OF 1 iK- WGINNING / CITY LIMIT : z - LEW1SVfLLE / - ,y/~ - LT ..L CITY LIMIT r- - WINDHAVEN PARKWAY T [nn SCALE: 1 "=2000' ~ Graham Associates,Inc. EXHIBIT B I 1 CONSULTING ENGINEERS PLANNERS 6W slx FLAGS Dwve, sunE NO O ARLINGTON, TEXAS 76011 (817) 640-8535 TBPE FIRM: F-1191lrBPLS FIRM: 10153&W DRAWN BY: GAI DATE: SEPTEMBER 2012 Exhibit A- I to The Colony SAP - Depiction of the Property Page 1 1775.010129353.26 Exhibit B Official Report PUBLIC IMPROVEMENTS REPORT The City of The Colony Public Improvement District No. 1 The Colony, Texas it PREPARED BY: GRAHAM ASSOCIATES, INC. 600 Six Flags Drive, Suite 500 Arlington, Texas 76011 (817) 640-8535 Firm No. F-1191 November 30, 2012 Exhibit B to The Colony SAP - official Report Page 1 1775.010\29353.26 Exhibit B Official Report OVERVIEW: The City of The Colony Public Improvement District No.1 (the "District") includes approximately 439.12 contiguous acres located in the City of The Colony, Texas (the "City"), bounded by the Sam Rayburn Tollway (S.H. 121) to the north, Plano Parkway to the west and south, and Spring Creek Parkway and the City of Plano City Limits to the east. The District is currently undeveloped and is planned to be developed through a phased approach that includes the initial development of a retail, warehouse, distribution, and headquarters facility (the "Facility") on approximately 107 acres (the 'Facility Tract"). The remaining land will include the development of additional retail and commercial development in one or more phases (the "Related Development"). Public infrastructure improvements required to serve development of the Facility (the "Facility Public Improvements") and Related Development (the "Related Public Improvements") fall into the following general categories: (1) site work that includes mass grading operations and storm water detention facilities; (2) street and roadway improvements, including related traffic signalization, signage, sidewalks, curbs, gutters, streetscape, and landscaping (3) storm drainage and retaining wall improvements (4) water line improvements (5) sanitary sewer line improvements (6) utility conduits and associated appurtenances. Facility Public Improvements: The Facility Public Improvements described below are required to serve the Facility. The estimated cost of the Facility Public Improvements is $53,700,000. This estimate assumes the improvements will be designed and constructed to meet the standards and requirements of the City and all other applicable local, state, and federal agencies. (1) Site work improvements for grading and erosion control: Grading improvements and associated erosion control is required. Approximately 1,800,000 cubic yards of soil are proposed to be excavated to provide a level building pad area, rough graded parking lot areas, and rough roadway grades. Excavated material will be placed, spread, and compacted on-site to create 2 drainage detention areas. Two United States Corps of Engineer Section 404 Permits for Wetland Protection are required for approximately 900 feet of stream impact and 0.3 acres of wetland impact created the public roadway improvements and approximately 1.2 acres of impact to "waters of the U.S- associated with grading. These permits require fees be paid to mitigation banks to offset disturbances caused by the development of the Facility. The combined cost of these improvements is estimated to be $6.5 million. Exhibit B to The Colony SAP - Official Report Page 2 1775.010\29353.26 Exhibit B Official Report (2) Road improvements: To serve the traffic demands of the Facility, the proposed street and roadway improvements include construction of multiple 6-lane divided thoroughfares comprising of approximately 105,000 square yards of reinforced concrete pavement. These improvements also include sidewalks, landscaping, traffic signals, street lighting, and signage along public roads leading to the Facility will be provided for traffic management. Additional and updated signage along Sam Rayburn Tollway is required with the addition of the new proposed bridge at S. Colony Boulevard. Intelligent transportation systems are proposed to further manage expected traffic flows for the Facility. The proposed design includes a bridge over the existing railroad and five signalized intersections along proposed thoroughfares. An additional grade separated crossing is proposed to create a bridge crossing of S. Colony Boulevard over Sam Rayburn Tollway and improve connectivity and flow to the Sam Rayburn Tollway. The estimated cost of the grade separated crossing is $14.6 million. Additional improvements are proposed to reconfigure and improve the intersection of Plano Parkway and Sam Rayburn Tollway and the intersection of Spring Creek Parkway and Sam Rayburn Tollway. The total cost for street and roadway improvements is estimated to be $ 33.1 million. (3) Storm Drainage and Retaining: The storm drainage improvements that serve the Facility include approximately 30,000 linear feet of concrete storm drainage pipe ranging from 18-inch reinforced concrete pipe to reinforced concrete box culverts with spans up to 10 feet. Approximately 60,000 square feet of retaining wall is proposed along the creek to provide support for the public roadway system and to minimize the impact to the existing creek system. The storm drainage and retaining wall improvements are estimated to cost $10.1 million. (4) Water Line Improvements: The public water system provides domestic water, irrigation, and fire service. The water system generally follows the alignment of the public roadways. The system connects to the existing city system at three locations and consists of approximately 8,000 linear feet of 16-inch water line, 5,000 linear feet of 12- inch water line, and 45 fire hydrants. These connections and routing provide pressures and volume required to serve the water and fire protection needs of the Facility. The water line system improvements are estimated to cost $1.5 million. (5) Sanitary Sewer Improvements: The proposed sanitary sewer system is served by a connection to the existing system generally located at the intersection of Plano Parkway and Sam Rayburn Tollway. The sewer system is comprised of approximately 7,000 linear feet of 18-inch sanitary sewer main and 7,000 linear feet of 8-inch sanitary sewer line and Exhibit B to The Colony SAP - Official Report Page 3 1775.010\29353.26 Exhibit B Official Report continues under the proposed public roadways to service points east of the railroad right- of-way prior to Spring Creek Parkway. The sewer system improvements are estimated to cost $1.7 million. (6) Utility Conduits: Utility improvements will be required with the development of the Facility to provide power, gas, and telecommunication services to the buildings. These services will be provided through a subsurface duct bank routed generally along the proposed road alignments are proposed. The estimated cost for the combined utility improvements is $0.8 million. Related Public Improvements: The Related Public Improvements are required to serve the Related Development. The estimated cost of the Related Public Improvements (including an annual 3% escalator) is $150,000,000. This estimate assumes the improvements will be constructed to meet the standards and requirements of the City and all other applicable local, state, and federal agencies. The Related Public Improvements include: the extension of utilities to individual sites and buildings; surface parking and parking garages; street and roadway improvements, including collector roads that connect to arterials; mass transit facilities; park improvements; additional landscaping and lighting; pedestrian areas; and additional grading and associated erosion control. Description of Improvements Estimated Cost ($millions) Water, wastewater, drainage facilities, and utilities 14.2 Off street structured and surface parking facilities 82.9 Street and roadway improvements 11.7 Mass transit facilities 5.8 Park improvements 4.7 Landscaping 4.3 Lighting and signage 9.1 Pedestrian malls 5.4 Site improvements including grading and erosion control 11.9 TOTAL $150.0 Exhibit B to The Colony SAP - Official Repon Page 4 1775.010\29353.26 Exhibit B-1 Facility Public Improvements Cost millions) Debt Service Facility Public Hard Soft Capitalized Reserve Cost of Improvements Costs Costs Land Interest Fund Issuance TOTALS Site work (mass grading 5.9 0.6 3.0 3.0 1.4 02 14.1 and detention) Roads (includes signals. 31.4 1.7 2.1 10.7 5.1 0.6 51.6 signs, bridge, and off- site improvements) Storm drainage (includes 9.0 1.1 1.2 3.4 1.6 0.2 16.5 retaining walls) Water 1.3 0.2 1.6 0.5 0.3 0.1 4.0 Sanitary sewer 1.5 0.2 0.2 0.6 0.3 0.1 2.9 Utility conduits 0.7 0.1 0.1 0.3 0.2 0.1 1.5 i TOTALS 49.8 3.9 8.2 18.5 8.9 1.3 90.6 Exhibit B-1 to The Colony SAP - Facility Public Improvements Cost Page 1 1775.010\2935326 Exhibit C Service Plan: Five-Year Projection of Facility Public Improvements Cost 2013 2014 2015 2016 2017 TOTAL $59,000,000.00 $21,530,000.00 $10,070,000.00 $0 $0 $90,600,000.00 Exhibit C to The Colony SAP - Projection of facility Public Improvements Cost Page 1 1775.010\29353.26 Exhibit C-1 Service Plan: Five-Year Projection of Related Development Public Improvements Cost 2013 2014 2015 2016 2017 TOTAL $0 $63,000,000 $52,100,000 $13,700,000 $10,500,000 $139,300,000 Exhibit C-1 to The Colony SAP - Projection of Related Development Public Improvements Cost Page 1 1775.010\29353.26 Exhibit D Service Plan: Five-Year Projection of Annual Indebtedness for Facility Public Improvements Cost Year Principal Annual Collection Delinquent Collection Annual Administrative Estimated Annual Costs, Costs Costs3 Indebtedness 2013 $0 $0 $0 $0 $0 2014 $0 $0 $0 $0 $0 2015 $0 $0 $0 $0 $0 2016 $ $5,000 $0 $5,000 $ 2017 $ $5,000 $0 $5,000 $ 1. Semi-Annual Collection Costs may be increased or reduced as part of each Service Plan Update. If the Semi-Annual Collection Costs collected are less than the Semi-Annual Collection Costs paid or incurred, the deficit may be carried forward and added to the Semi-Annual Collection Costs for the next year or paid as Semi-Annual Administrative Costs. If the Semi-Annual Collection Costs collected exceed the Semi-Annual Collection Costs paid or incurred, the excess shall be carried forward to reduce the Semi- Annual Collection Costs for the next year. Semi-Annual Collection Costs shall be allocated pro rata among all Parcels with unpaid Assessments. 2. This exhibit includes no Delinquent Collection Costs. The actual amount of Delinquent Collection Costs attributable to a Parcel will, if not paid upon demand, be added to the Semi-Annual Installment for the Parcel as part of the Service Plan Update for the next year. If Delinquent Collection Costs remain unpaid, they will continue to be added to the Serni-Annual Installment for the Parcel as part of the Service Plan Update for the next year. 3. Semi-Annual Administrative Costs (up to the maximum amount determined by the additional interest authorized by Section 372.018(a) of the Act) are estimated and may be increased or reduced as part of each Service Plan Update. If the Semi-Annual Administrative Costs collected are not enough to pay the Semi-Annual Administrative Costs paid or incurred, the deficit may be carried forward and added to the Semi-Annual Administrative Costs for the next year. If the Serni-Annual Administrative Costs collected exceed the Semi-Annual Administrative Costs paid or incurred, the excess shall be carried forward to reduce the Semi-Annual Administration Costs for the next year. Semi- Annual Administrative Costs shall be allocated pro rata among all Parcels with unpaid Assessments. Exhibit D to The Colony SAP - Projection of Indebtedness for Facility Public hnprovements Page 1 1775.010\2935126 Exhibit D-1 Service Plan: Five-Year Projection of Annual Indebtedness for Related Development Public Improvements Cost Year Principal Annual Collection Delinquent Collection Annual Administrative Estimated Annual Costs, Costs2 Costs Indebtedness 2013 $0 $0 $0 $0 $0 2014 $0 $0 $0 $0 $0 2015 $0 $0 $0 $0 $0 2016 $0 $0 $0 $0 $0 2017 $0 $0 $0 $0 $0 1. Semi-Annual Collection Costs may be increased or reduced as part of each Service Plan Update. If the Semi-Annual Collection Costs collected are less than the Semi-Annual Collection Costs paid or incurred, the deficit may be carried forward and added to the Semi-Annual Collection Costs for the next year or paid as Semi-Annual Administrative Costs. If the Semi-Annual Collection Costs collected exceed the Semi-Annual Collection Costs paid or incur-red, the excess shall be carried forward to reduce the Semi- Annual Collection Costs for the next year. Semi-Annual Collection Costs shall be allocated pro rata among all Parcels with unpaid Assessments. 2. This exhibit includes no Delinquent Collection Costs. The actual amount of Delinquent Collection Costs attributable to a Parcel will, if not paid upon demand, be added to the Semi-Annual Installment for the Parcel as part of the Service Plan Update for the next year. If Delinquent Collection Costs remain unpaid, they will continue to be added to the Semi-Annual Installment for the Parcel as part of the Service Plan Update for the next year. 3. Semi-Annual Administrative Costs (up to the maximum amount determined by the additional interest authorized by Section 372.018(a) of the Act) are estimated and may be increased or reduced as part of each Service Plan Update. If the Semi-Annual Administrative Costs collected are not enough to pay the Semi-Annual Administrative Costs paid or incurred, the deficit may be carried forward and added to the Semi-Annual Administrative Costs for the next year. If the Semi-Annual Administrative Costs collected exceed the Semi-Annual Administrative Costs paid or incurred, the excess shall be carried forward to reduce the Semi-Annual Administration Costs for the next year. Semi- Annual Administrative Costs shall be allocated pro rata among all Parcels with unpaid Assessments. Exhibit D-1 to The Colony SAP - Projection o1' Indebtedness for Related Development Public Improvements Page 1 1775.010\29353.26 Exhibit E Special Benefits Report SPECIAL BENEFITS REPORT The City of The Colony Public Improvement District No. I The Colony, Texas PREPARED BY: GRAHAM ASSOCIATES, INC. 600 Six Flags Drive, Suite 500 Arlington, Texas 76011 (817) 640-8535 Firm No. F-1191 November 30, 2012 Exhibit E to The Colony SAP - Special Benefits Report Page 1 1775.010\29353.26 The "Facility Public Improvements" for the City of The Colony Public Improvement District No.1 (the "District") include the public improvements required to serve the proposed "Facility" consisting of approximately 1,280,000 square feet for warehouse and distribution uses, approximately 25,000 square feet for a regional corporate headquarters, and approximately 546,000 square feet for retail sales to the general public, which Facility will be constructed on approximately 107 acres (the "Facility Property") within the District and within the corporate limits of the City of The Colony, Texas (the "City"). These Facility Public Improvements have been divided into the following categories: (1) site work that includes mass grading operations and erosion control facilities; (2) street and roadway improvements, including related traffic signalization, signage, sidewalks, curbs, gutters, streetscape, landscaping (3) storm drainage improvements and retaining walls (4) water line improvements (5) sanitary sewer line improvements and (6) utility conduits along with associated appurtenances. The Facility Public Improvements will be located, designed, and constructed to serve the Facility. As shown on the table below, the overwhelming majority of the improvements are required for the functionality of the Facility. The Facility Public Improvements do, however, provide some benefit to the remainder of the property in the District (the "Related Property"). It is necessary to construct some portion of the Facility Public Improvements that benefit the Related Property; otherwise there would be a significant negative impact on the future development of the Related Property, including, but not limited to, the removal and reconstruction of some of the Facility Public Improvements that serve the Facility and including a significant disruption of services to the Facility and the site as a whole. Utility infrastructure, including water service, sanitary sewer service, and storm drainage improvements, that will serve development of the Related Property must necessarily be constructed within and under roadways that are part of the Facility Public Improvements required for the Facility; therefore, there has been an allocation of benefit between the Facility Property and the Related Property as shown on the table below. The proposed water service for the Facility provides 3 connection points to the City's existing system to provide the maximum water volume and pressure required to serve the Facility and the fire protection requirements of the Facility. Some additional water lines are proposed to be constructed with the roadways that are allocated to the development of the Related Property. The sanitary sewer line that will serve the Facility will connect to the existing main line near the intersection of Plano Parkway and Sam Rayburn Tollway. This line provides service to the Facility prior to the S. Colony Boulevard extension, then continues under the roadways constructed to serve the Facility, crosses under the Railroad right-of-way, and follows the roadway alignment that connects to Spring Creek Parkway. This line will also provide service to the Related Property. Likewise, the storm drainage lines that serve the Facility and ultimately cross under the proposed roadways will also serve the development of the Related Property. Based on the water and sanitary sewer Exhibit E to The Colony SAP - Special Benefits Report Page 2 1775.010\29353.26 requirements of the Facility and the impact of the water and sewer improvements on future development of the Related Property, the benefit, and corresponding cost, of these categories of the Facility Public Improvements have been allocated between the Facility Property and Related Property as shown on the table below. The remaining categories of Facility Public Improvements are all required for the functionality the Facility and have been allocated 100% to the Facility Property. This includes the grading operations due to the excavation required to prepare the Facility Property for construction of the Facility and related parking. Excavated soil will be placed, spread, and compacted to prevent the need for and cost of hauling the soil off-site for disposal. Based on the foregoing benefits and the requirements for the Facility, $47.6 million of the cost of the Facility Public Improvements has been allocated as a special benefit to the Facility Property and $6.1 million to the Related Property. Total Estimated Allocated to Allocated to Description of Facility Public Improvements Cost (hard costs Facility Property Related and soft costs) Development Property Site work (mass grading and erosion) $6.5m 100% - $6.5m 0 Roads (signals, signs, bridge, and off-site improvements) $33.1m 100% - $33.1m 0 Storm drainage (including retaining walls) $10.1111 54% - $5.5m 46% - $4.6m Water $1.5m 51% - $0.8m 49% - $0.7m Sanitary sewer $1.7m 51% - $0.9m 49% - $0.8m Utility conduits $0.8m 100% - $0.8m 0 TOTALS $53.7 $47.6 $6.1m Exhibit E to The Colony SAP - Special Benefits Report Page 3 1775.010\29353.26 Exhibit E-1 Facility Public Improvements Cost - Special Benefit Analysis millions) Debt Service Special Special Benefit to Benefit to Facility Public Hard Soft Land Capitalized Reserve Cost o_- TOTALS Facility Related Improvements Costs Costs Costs Interest Fund Issuance Property Development Property Site work (mass grading 5.9 0.6 3.0 3.0 1.4 0.2 14.1 14.1 0 and detention) ( 100x'°) Roads (includes signals, 3 1.4 1.7 10.7 5.1 0.6 51.6 51.6 0 signs, bridge, and off- (10()./,0) site improvements) Storm drainage (includes 9.0 3.4 1.6 0.2 16.5 8.9 7.6 retaining walls) (54.0%) (46.0%) 1.3 0.2 1.6 0.5 0.3 0.1 4.0 2.0 2.0 Water (51.0°/0) (49.0°/x) Sanitary sewer 1.5 0.2 0.2 0.6 0.3 0.1 2.9 1.5 1.4 (51.0%) (49.0%) Utility conduits 0.7 0.1 0.1 0.3 0.2 0.1 1.5 1.5 0 (100%) TOTALS 49.8 3.9 8.2 18.5 8.9 1.3 90.6 79.6 11.0 (87.9 °'o) (12.1%) Exhibit E-1 to The Colony SAP - Facility Public Improvements Cost Special Benefit Analysis Page 1 1775.010\29353.26 Exhibit F Legal Description of the Facility Property (107.57 Acres) Tract 1 (LLC Property) and Tract 2 (LGC Property) TRACT 1 (LLC Property on which the Facility will be constructed) Being a 82.09 acre tract of land situated in the B.B.B. & C.R.R. Survey, Abstract No. 174, and the Thomas A. West Survey, Abstract No. 1344, Denton County, Texas, and being a portion of a tract of land conveyed by deed to 121 Acquisition Company, LLC., as recorded in Instrument No. 2011-114773, Deed Records, Denton County, Texas, and being more particularly described as follows: COMMENCING at a found Txdot monument, said point being the northwest corner of said 121 Acquisition Company, LLC tract and being in the south right-of-way line of State Highway 121 (having a variable width R.O.W.); THENCE South 83°56'15" East, leaving said south right-of-way line, a distance of 2380.35 feet to a point for the POINT OF BEGINNING, said point being in the existing east right-of-way line of Plano Parkway (having a 100 foot R.O.W.); THENCE North 00°00'00" West, leaving said existing east right-of-way line, a distance of 560.75 feet to a point for corner, for the beginning of a tangent curve to the left having a radius of 78.50 feet, a central angle of 65°00'00", and a long chord which bears North 32°30'00" West, 84.36 feet; THENCE along said tangent curve to the left, an arc distance of 89.06 feet to a point for corner; THENCE North 65°00'00" West, a distance of 259.91 feet to a point for corner, for the beginning of a tangent curve to the right having a radius of 100.00 feet, a central angle of 35°00'00", and a long chord which bears North 47°30'00" West, 60.14 feet; THENCE along said tangent curve to the right, an arc distance of 61.09 feet to a point for corner; THENCE North 30°00'00" West, a distance of 390.00 feet to a point for corner; THENCE North 60°47'38" East, a distance of 20.99 feet to a point for corner, for the beginning of a tangent curve to the left having a radius of 740.00 feet, a central angle of 2°02'01 and a long chord which bears North 59°46'37" East, 26.26 feet; THENCE along said tangent curve to the left, an are distance of 26.27 feet to a point for corner; THENCE South 30°00'00" East, a distance of 121.86 feet to a point for corner, for the beginning of a tangent curve to the left having a radius of 89.75 feet, a central angle of 35°00'00", and a long chord which bears South 47°30'00" East, 53.98 feet; I i Exhibit F to The Colony SAP - Description of Facility Property Page 1 1775.010\29353.26 Exhibit F Legal Description of the Facility Property (107.57 Acres) Tract 1 (LLC Property) and Tract 2 (LGC Property) THENCE along said tangent curve to the left, an arc distance of 54.83 feet to a point for corner; THENCE South 65°00'00" East, a distance of 254.03 feet to a point for corner; THENCE North 90°00'00" East, a distance of 25.58 feet to a point for coiner; THENCE South 63°40'44" East, a distance of 478.61 feet to a point for corner, said point being in the face of garage; THENCE North 90°00'00" East, along said face of garage, a distance of 113.01 feet to a point for corner, said point being the face of building; THENCE North 00°00'00" East, along said face of building, a distance of 398.00 feet, and continuing a total distance of 427.50 feet to a point for corner; THENCE North 90°00'00" East, a distance of 283.92 feet to a point for corner, for the beginning of a tangent curve to the left having a radius of 118.50 feet, a central angle of 27°06'17", and a long chord which bears North 76°26'51" East, 55.54 feet; THENCE along said tangent curve to the left, an are distance of 56.06 feet to a point for corner, for the beginning of a reverse curve to the right having a radius of 81.50 feet, a central angle of 54'l 2'34", and a long chord which bears South 90°00'00" East, 74.27 feet; THENCE along said reverse curve to the right an arc distance of 77.11 feet to a point for corner, for the beginning of a reverse curve to the left having a radius of 118.50 feet, a central angle of 27°06'17", and a long chord which bears South 76°26'51" East, 55.54 feet; THENCE along said reverse curve to the left an arc distance of 56.06 feet to a point for corner; THENCE North 90°00'00" East, a distance of 224.01 feet to a point for corner, for the beginning of a tangent curve to the left having a radius of 74.50 feet, a central angle of 60°00'00", and a long chord which bears North 60°00'00" East, 74.50 feet; THENCE along said tangent curve to the left, an arc distance of 78.02 feet to a point for corner; THENCE South 60°00'00" East, a distance of 66.45 feet to a point for corner; THENCE South 22°25'10" East, a distance of 211.39 feet to a point for corner; THENCE South 00°00'00" West, a distance of 95.61 feet to a point for corner; THENCE North 90°00'00" East, a distance of 1499.37 feet to a point for corner; Exhibit F to The Colony SAP - Description of Facility Property Page 2 1775.010\29353.26 Exhibit F Legal Description of the Facility Property (107.57 Acres) Tract 1 (LLC Property) and Tract 2 (LGC Propertyl THENCE South 45°37'45" East, a distance of 369.46 feet to a point for corner, for the beginning of a non-tangent curve to the left, having a radius of 840.00 feet and a central angle of 39°19'11 and a long chord which bears South 24°42'40" West, 565.21 feet; THENCE along said non-tangent curve to the left an arc distance of 576.46 feet to a point for corner, for the beginning of a reverse curve to the right having a radius of 760.00 feet, a central angle of 35°53'29", and a long chord which bears South 22°59'48" West, 468.33 feet; THENCE along said reverse curve to the right an are distance of 476.08 feet to a point for corner; THENCE North 50°00'00" West, a distance of 72.29 feet to a point for corner, for the beginning of a tangent curve to the left having a radius of 87.50 feet, a central angle of 40°00'00", and a long chord which bears North 70°00'00" West, 59.85 feet; THENCE along said tangent curve to the left, an arc distance of 61.09 feet to a point for corner; THENCE North 90°00'00" West, a distance of 441.04 feet to a point for corner, for the beginning of a tangent curve to the left having a radius of 19.50 feet, a central angle of 90°00'00", and a long chord which bears South 45°00'00" West, 27.58 feet; THENCE along said tangent curve to the left, an arc distance of 30.63 feet to a point for corner; THENCE South 00°00'00" West, a distance of 41.01 feet to a point for corner, for the beginning of a tangent curve to the right having a radius of 225.73 feet and a central angle of 30°04'42" and a long chord which bears South 15°59'58" West, 117.14 feet; THENCE along said tangent curve to the right an arc distance of 118.50 feet to a point for corner; THENCE South 31 °02'19" West, a distance of 21.72 feet to a point for corner, for the beginning of a non-tangent curve to the left having a radius of 1130.00 feet and a central angle of 33°00'40", and a long chord which bears North 73°51'43" West, 642.08 feet, said point being in the existing east right-of-way line of said Plano Parkway; THENCE along said existing east right-of-way line, and along said non-tangent curve to the left an arc distance of 651.05 feet to a point for corner; THENCE South 89°38'05" West, continuing along said existing east right-of-way line, a distance of 647.23 feet to a point for corner, for the beginning of a non-tangent curve to the right having a Exhibit F to The Colony SAP - Description of Facility Property Page 3 1 775.010\29353.26 Exhibit F Legal Description of the Facility Property (107.57 Acres) Tract 1 (LLC Property) and Tract 2 (LGC Property) radius of 950.00 feet and a central angle of 40°05'36" and a long chord which bears North 70°19'29" West, 651.29 feet; THENCE continuing along said existing east right-of-way line, and along said non-tangent curve to the right an arc distance of 664.77 feet to a point for corner, for the beginning of a reverse curve to the left having a radius of 1050.00 feet, a central angle of 10°49'02", and a long chord which bears North 55°41'04" West, 197.94 feet; THENCE continuing along said existing east right-of-way line, and along said reverse curve to the left, an arc distance of 198.23 feet to the POINT OF BEGINNING and CONTAINING 3,575,716 square feet, 82.09 acres of land, more or less. Exhibit F to The Colony SAP - Description of Facility Property Page 4 1775.010\29353.26 Exhibit F Legal Description of the Facility Property (107.57 Acres) Tract 1 (LLC Property) and Tract 2 (LGC Property) TRACT 2. (LGC Property on which parking for the Facility will be constructed) Being a 25.48 acre tract of land situated in the B.B.B. & C.R.R. Survey, Abstract No. 174, and the B.B.B. & C.R.R. Survey, Abstract No. 173, Denton County, Texas, and being a portion of a tract of land conveyed by deed to 121 Acquisition Company, LI'C., as recorded in Instrument No. 2011-114773, Deed Records, Denton County, 'T'exas, and being more particularly described as follows: COMMENCING at a found Txdot ;monument, said point being the northwest corner of said 121 Acquisition Company, LLC tract (Tract 2) and being in the south right-of=way line of State Highway 121 (having a variable width R.O.W.); THENCE North 64°34'04" East, leaving said south right-of-way line, a distance of 2087.63 feet to a point for the POINT OF BEGINNING, said point being the beginning of a non-tangent curve to the left having a radius of 735.00 feet and a central angle of 10°37'43" and a long chord which bears North 53°26'15" East, 136.15 feet, also being in the proposed south right-of-way line of a future roadway (having a 79 foot R.O.W.); THENCE along said proposed south right-of-way line, and along said non-tangent curve to the left an arc distance of 136.34 feet to a point, for the beginning of reverse curve to the right having a radius of 665.00 feet, a central angle of 11°52'36", and a long chord which bears North 54°03'42" East, 137.60 feet; THENCE continuing along said proposed south right-of-way line, and along said reverse curve to the right an are distance of 137.85 feet to a point for corner; THENCE North 60°00'00" East, continuing along said proposed south right--of-way line, a distance of 834.63 feet to a point for corner, for the beginning of a tangent curve to the right having a radius of 665.00 feet, a central angle of 60°00'00", and a long chord which bears South 90°00'00" East, 665.00 feet; THENCE continuing along said proposed south right-of-way line, and along said tangent curve to the right, an are distance of 696.39 feet to a point for corner; THENCE South 60°00'00" East, continuing along said proposed south right-of-way line, a distance of 94.30 feet to a point for corner, for the beginning of a tangent curve to the left having a radius of 317.00 feet, a central angle of 30°00'00", and a long chord which bears South 75°00'00" East, 164.09 feet; THENCE continuing along said proposed south right-of-way line, and along said tangent curve to the left, an arc distance of 165.98 feet to a point for corner, TIIENCE South 90°00'00" East, continuing along said proposed south right-of-way line, a distance of 56.21 feet to a point for corner; Exhibit F to The Colony SAP - Description of Facility Property Page 5 1775.010\29353.26 Exhibit F Legal Description of the Facility Property ert 107.57 Acres Y p y ( ) Tract 1 LLC Property) and Tract 2 (LGC Property) THENCE South 00°00'00" East, leaving said proposed south right-of-way line, a distance of 33.28 feet to a point for corner, for the beginning of a tangent curve to the right having a radius of 118.50 feet, a central angle of 30°00'00", and a long chord which bears South 15°00'00" West, 61.34 feet; THENCE along said tangent curve to the right, an arc distance of 62.05 feet to a point for corner; THENCE South 30°00'00" West, a distance of 461.51 feet to a point for corner, said point being in the north line of the proposed 82.09 acre Facility Property tract, being a common line; THENCE North 60°00'00" West, along said common line, a distance of 3.00 feet to a point for corner, for the beginning of a non-tangent curve to the right, radial to said line, having a radius of 74.50 feet and a central angle of 60°00'00", and a long chord which bears South 60°00'00" West, 74.50 feet; THENCE continuing along said common line, and along said non-tangent curve to the right an are distance of 78.02 feet to a point for corner; THENCE South 90°00'00" West, continuing along said common line, a distance of 224.01 feet to a point for corner, for the beginning of a tangent curve to the right having a radius of 118.50 feet, a central angle of 27°06'17", and a long chord which bears North 76°26'51" West, 55.54 feet; THENCE continuing along said common line, and along said tangent curve to the right, an are distance of 56.06 feet to a point for corner, for the beginning of reverse curve to the left having a radius of 81.50 feet, a central angle of 54°12'34", and a long chord which bears North 90°00'00" West, 74.27 feet; THENCE continuing along said common line, and along said reverse curve to the left an are distance of 77.11 feet to a point for corner, for the beginning of reverse curve to the right having a radius of 118.50 feet, a central angle of 27°06'17", and a long chord which bears South 76°26'51" West, 55.54 feet; THENCE continuing along said common line, and along said reverse curve to the right an arc distance of 56.06 feet to a point for corner; THENCE, North 90°00'00" West, continuing along said common line, a distance of 284.00 feet to a point for corner; THENCE South 00°00'00" West, continuing along said common line, a distance of 427.59 feet to a point for corner; Exhibit F to The Colony SAP - Description of Facility Property Page 6 1775.010\29353.26 Exhibit F Legal Description of the Facility Property (107.57 Acres) Tract I (LLC Property) and Tract 2 (LGC Property) T THENCE North 90'0000II West., continuing along, said COrllt11011 line, a distance of 116.52 feet to a point for corner; THENCE North 65°08'31" West, continuing along; said common line, a distance of 469.94 feet to a point for corner; THENCE North 59'0I' 1511 West, continuing along said common line, a distance of 28.66 feet to a point for corner; THENCE North 65°00'00" West, continuing along said common line, a distance of 254.03 feet to a point for corner, for the beginning of a tangent curve to the right having a radius of 89.75 feet, a central angle of 35°00'00", and a long chord which bears North 47°30'00" West, 53.98 feet; THENCE continuing along said common line, and along said tangent curve to the right, an are distance of 54.83 feet to a point for corner; THENCE North 30°00'0011 West, continuing along said common line, a distance of 126.86 feet to a the POINT OF BEGINNING and CONTAINING 1,110,087 square feet, 25.48 acres of land, more or less. Exhibit F to The Colony SAP - Description of Facility Propeity Page 7 1775.010\29353.26 Exhibit G Assessment Roll Parcel Assessment Assessment/Acre The Facility Property consisting of approximately 107.57 acres $79,600,000.00 $739,983.27 described by metes and bounds on Exhibit F Exhibit G to The Colony SAP - Assessment Roll Page 1 1775.010\29353.26 Exhibit H City of The Colony Public Improvement District No. I Reimbursement Agreement Exhibit H to The Colony SAP - Reimbursement Agreement Page I 1775.010\29353.26 Exhibit H FORM OF CITY OF THE COLONY PUBLIC IMPROVEMENT DISTRICT NO. 1 REIMBURSEMENT AGREEMENT This City of The Colony Public Improvement District No. 1 Reimbursement Agreement (this "Reimbursement Agreement") is executed by the City of The Colony, Texas (the "City") and [The Colony Local Development Corporation] [The Colony Economic Development Corporation] [The Colony Community Development Corporation] (the "Corporation"). The City and the Corporation are individually referred to as a "Party" and collectively as the "Parties". RECITALS A. WHEREAS, on October 8, 2012, the City Council of the City (the "City Council") passed and approved Resolution No. 2012-073 that created the City of The Colony Public Improvement District No. 1 (the "District") pursuant to Chapter 372, Texas Local Government Code, as amended (the "Act"); and B. WHEREAS, the District includes approximately 439.12 contiguous acres within the corporate limits of the City south of and adjacent to the Sam Rayburn Tollway (State Highway 121), north of and adjacent to Plano Parkway, and west of Spring Creek Parkway, which property is described in Resolution No. 2012-073 (the "Property"); and C. WHEREAS, the Corporation intends to issue one or more series of Public Improvement Bonds to finance Public Improvements which are authorized projects under the Act; and D. WHEREAS, on 201, the City Council passed and approved Ordinance No. 2012- (the "Assessment Ordinance"), which ordinance, among other provisions, approved the City of The Colony Public Improvement District No. I Service and Assessment Plan, dated 201, (as amended, the "Service and Assessment Plan"); and E. WHEREAS, capitalized terms used in this Reimbursement Agreement have the meanings given to them in this Reimbursement Agreement, and if not expressly defined in this Reimbursement Agreement, the meanings given to them in the Service and Assessment Plan; and F. WHEREAS, the Assessment Ordinance levied an Assessment against the Facility Property in the amount of $ , which amount represents the special benefit conferred on the Facility Property by the Facility Public Improvements; and G. WHEREAS, the Service and Assessment Plan and the Assessment Ordinance provide that the Assessment against the Facility Property will be paid in Semi-Annual Installments beginning March 1, 2013, and continuing every September 1 and March 1 thereafter until such Exhibit H to The Colony SAP - Reimbursement Agreement Page 1 1775.010\29786.13 Assessment is paid in full, including Delinquent Collection Costs and any other related amounts owed under the Service and Assessment Plan; and H. WHEREAS, the City will deposit all Assessment Revenue from the collection of Semi- Annual Installments of the Assessment against the Facility Property into the PID Operating Account and thereafter transfer a portion of such Assessment Revenue into a sub-account corresponding to each issue of Public Improvement Bonds. All funds held in each sub-account will remain segregated from other City revenue and may be used solely for the purposes set forth in the Service and Assessment Plan and this Reimbursement Agreement; and 1. WHEREAS, the City will transfer to the Corporation pursuant to this Reimbursement Agreement all funds in the Corporation's sub-account (the "Reimbursement Revenue"), and the Corporation will pledge the Reimbursement Revenue as additional security for the Public Improvement Bonds issued by the Corporation as set forth in the Service and Assessment Plan, this Reimbursement Agreement, and the applicable trust indenture setting forth the terms and other provisions related to the issuance of such Public Improvement Bonds; and J. WHEREAS, the Parties intend that: a. the Assessment levied against the Facility Property will be collected by the City in Semi-Annual Installments to pay Debt Service Shortfalls for Public Improvement Bonds issued by the Corporation as provided in the Service and Assessment Plan and this Reimbursement Agreement; and b. Assessment Revenue from the collection of Semi-Annual Installments will be deposited by the City into the PID Operating Account as provided in the Service and Assessment Plan and this Reimbursement Agreement; and C. A portion of the Assessment Revenue will be transferred by the City to each sub- account of the PID Operating Account and will be held in such sub-account until payable to the Corporation as Reimbursement Revenue as provided in this Reimbursement Agreement; and d. Reimbursement Revenue will be pledged as additional security for Public Improvement Bonds issued by the Corporation; and e. Reimbursement Revenue will be transferred by the Corporation to the applicable trustee(s) under any trust indenture or similar document setting forth the terms and other provisions related to any Public Improvement Bonds issued by the Corporation (the "Trustee"). NOW THEREFORE, for and in consideration of the agreements contained herein, and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1. The City agrees to pay to the Corporation upon the terms and conditions set forth in this Reimbursement Agreement, the sum of ) plus interest as authorized by Section 372.018(a) of the Act (the "Reimbursement Amount"). Exhibit H to The Colony SAP - Reimbursement Agreement Page 2 1775.010\29786.13 2. On each Semi-Annual Calculation Date, the Corporation will calculate the amount, as of such date, of the Debt Service Shortfall, if any, relating to any Public Improvement Bonds issued by the Corporation, and such amount shall be the portion of the corresponding Semi-Annual Installment of the Assessment against the Facility Property due as Reimbursement Revenue to the Corporation on the immediately following March 5 and September 5, as applicable, under this Reimbursement Agreement. The amount, if any, of taxes or other revenue received by the Corporation after each Semi-Annual Calculation Date will be carried forward and used to calculate the Debt Service Shortfall on the next Semi-Annual Calculation Date. The Corporation will certify to the City in writing of the amount of such Debt Service Shortfall by the close of business on each Semi-Annual Calculation Date. Such written notification may be by facsimile or electronic mail. 3. On or before each Semi-Annual Billing Date, the City will calculate the amount of the Semi-Annual Installment to be paid by the owner of the Facility Property as provided in the Service and Assessment Plan and will send to the owner of the Facility Property on or before the Semi-Annual Billing Date a bill setting forth (i) the amount of the Semi-Annual Installment, which shall include the amount owed to the Corporation under this Reimbursement Agreement and any other amounts owed under the Service and Assessment Plan and corresponding reimbursement agreements, and (ii) the due date for payment of the Semi-Annual Installment (which payment date shall begin March 1, 2013, and continue each September 1 and March 1 thereafter so long as Public Improvement Bonds issued by the Corporation remain outstanding). Each Semi-Annual Installment shall be delinquent if not paid by the owner of the Facility Property within three calendar days after its due date. 4. For so long as any Public Improvement Bonds issued by the Corporation are outstanding, the City will take and pursue all actions directed by the Corporation or Trustee, as applicable, that are permissible under the Act to cause the Semi-Annual Installments to be collected and the liens securing the installments to be enforced in the manner and to the maximum extent permitted by the Act. If the City determines that any Semi-Annual Installment is delinquent, the City will notify the Corporation and the Trustee as soon as practicable. The Corporation and/or the Trustee shall direct the City to implement the timeline and procedures set forth on Exhibit A attached hereto. Both the Corporation and the City acknowledge the agreement set forth herein has also been made between the City and each of The Colony [Local, Economic, or Community] Development Corporation and The Colony [Local, Economic, or Community] Development Corporation in separate reimbursement agreements. The Corporation or either of the other two development corporations, acting singularly or jointly, may direct the City to implement the procedures set forth in Exhibit A. If the City receives conflicting direction from one or more of the Corporation or either of the other two development corporations and/or the Trustee(s), as applicable, the City shall implement and follow the procedures in Exhibit A. 5. The City shall create a PID Operating Account and a sub-account therein corresponding to each issue of Public Improvement Bonds and shall keep such sub-account separate from all other funds of the City. The City shall deposit into each sub-account the amount of Reimbursement Revenue due to the Corporation pursuant to this Reimbursement Agreement. Exhibit H to The Colony SAP- Reimbursement Agreement Page 3 1775.010\29786.13 The transfer by the City to the Corporation of Reimbursement Revenue for each issue of Public Improvement Bonds issued by the Corporation shall begin March 5, 2013, and shall continue each September 5 and March 5 thereafter so long as Public Improvement Bonds issued by the Corporation remain outstanding. 6. The Corporation will transfer all Reimbursement Revenue received fi•om the City within two business days after receipt to the applicable Trustee for immediate deposit into the bond fund or applicable accounts therein as required under the applicable trust indentures and supplements thereto relating to the Public Improvement Bonds issued by the Corporation. 7. The Reimbursement Amount and the principal amount of the Assessment against the Facility Property shall be reduced each year by the annual reduction of outstanding principal of the Public Improvement Bonds issued by the Corporation and for which the Reimbursement Revenue is pledged as additional security. 8. If any owner of the Facility Property prepays in full or in part any unpaid principal amount of the Assessment as provided in Section 4.7 of the Service and Assessment Plan, the City shall immediately transfer to the Corporation, on a pro-rata basis, the amount of such prepayment that corresponds to the amount of outstanding principal of any Public Improvement Bonds issued by the Corporation as of the date of such prepayment. Upon receipt, the Corporation shall immediately transfer such prepayment funds, on a pro-rata basis corresponding to the amount of outstanding principal of any series of Public Improvement Bonds issued by the Corporation, to the applicable Trustee for deposit into the "Bond Fund" for such series of Public Improvement Bonds, and such prepayment funds shall be used only to redeem any outstanding Public Improvement Bonds. 9. All payments due in accordance with the Service and Assessment Plan and this Reimbursement Agreement shall be treated the same with respect to the liens created to secure payment and the rights of the City, including foreclosure, in the event of delinquencies. Any foreclosure sale for nonpayment of any such amounts shall be subject to a continuing lien for the remaining unpaid amounts in accordance with state law. 10. Except for the rights transferred by this Reimbursement Agreement to the Trustee, the obligations, right, title, and interest of the Parties under this Reimbursement Agreement may not be assigned, transferred, encumbered, or impaired in any way without the prior written consent of all the Parties and the Trustee. None of the Parties shall take any action that would impair or adversely impact the collection of Semi-Annual Installments by the City, the deposit of Assessment Revenue into the PID Operating Account, or the use of the PID Operating Account as provided in the Service and Assessment Plan or this Reimbursement Agreement. 11. The obligations of the City to timely bill the owner of the Facility Property for each Semi-Annual Installment of the Assessment against the Facility Property, collect Semi-Annual Installments, deposit Assessment Revenue into the PID Operating Account, and use the PID Operating Account as set forth in the Service and Assessment Plan and this Reimbursement Agreement are absolute and unconditional and are not subject to any rights of offset of any kind that the City may have or assert, and the City does not have, and for so long as any Public Exhibit H to The Colony SAP - Reimbursement Agreement Page 4 1775.010\29786.13 Improvement Bonds issued by the Corporation are outstanding or until the Reimbursement Amount has been paid in full, will not assert, any defenses to the City's performance of such obligations. 12. The obligations of the Corporation to calculate and certify to the City the Debt Service Shortfalls and corresponding amount of the Semi-Annual Installments due to the Corporation under this Reimbursement Agreement as provided in the Service and Assessment Plan and this Reimbursement Agreement and to use the Reimbursement Revenue as set forth in the Service and Assessment Plan and this Reimbursement Agreement are absolute and unconditional and are not subject to any rights of offset of any kind that the Corporation may have or assert, and the Corporation does not have, and for so long as any Public Improvement Bonds issued by the Corporation are outstanding or until the Facility Assessment Amount has been paid in full, will not assert, any defenses to the Corporation's performance of such obligations. 13. The LGC Property shall not be transferred to private ownership unless the private transferee acquires (and agrees to maintain for so long as any Public Improvement Bonds are outstanding) such insurance as the City and the Corporation may require (including, but not limited to, casualty loss and business interruption insurance) covering the Facility Property, the Facility, and the contents thereof in amounts and with coverage limits determined by the City and the Corporation as reasonably necessary to repair and restore the Facility and replace the contents (including furniture, fixtures, and inventory) thereof and otherwise to facilitate the return of the Facility to full operational status as soon as reasonably possible. 14. This Reimbursement Agreement is being executed and delivered, and is intended to be performed in Denton County, Texas. Except to the extent that the laws of the United States may apply to the terms hereof, the substantive laws of the State of Texas shall govern the validity, construction, enforcement, and interpretation of this Reimbursement Agreement. 15. If a court finds any provision of this Reimbursement Agreement to be invalid or unenforceable as to any person or circumstance, such finding shall not render the provision invalid or unenforceable as to any other persons or circumstances. To the extent feasible, any provision found to be invalid or unenforceable shall be deemed to be modified to be valid and enforceable; however, if the provision cannot be so modified, it shall be stricken from this Reimbursement Agreement, and all other provisions of this Reimbursement Agreement shall remain valid and enforceable and unaffected by the stricken provision. 16. Any notice required or contemplated by this Reimbursement Agreement must be in writing and shall be deemed given at the addresses shown below: (a) when delivered by a nationally recognized delivery service such as FedEx or UPS with evidence of delivery signed by any person at the delivery address regardless of whether such person is the named addressee; or (b) 72 hours after deposited with the United States Postal Service, Certified Mail, Return Receipt Requested. A Party may change its address by giving notice in accordance with this section. Exhibit H to The Colony SAP - Rcimbursement Agreement Page 5 1775.010\29786.13 To the City: The City of The Colony, Texas 6800 Main Street The Colony, Texas 75056 With a copy to: Brown and Hofineister, LLP: c/o Jeff Moore 740 East Campbell Road, Suite 800 Richardson, Texas 75081 To the Corporation: [The Colony Local Development Corporation 6800 Main Street The Colony, Texas 75056] [The Colony Economic Development Corporation c/o Keri Samford 6800 Main Street The Colony, Texas 75056] [The Colony Community Development Corporation c/o Pam Nelson 6800 Main Street The Colony, Texas 75056] With a copy to: Brown and Hofineister, LLP: c/o Jeff Moore 740 East Campbell Road, Suite 800 Richardson, Texas 75081 To the Trustee: Wells Fargo Bank, National Association c/o Kushina White, Assistant Vice President 750 N. St. Paul Place, Suite 1750 MAC T9263-170 Dallas, Texas 75201 17. Failure; Default; Remedies a. Except as provided in subsection (b) below, if any Party fails to perform any obligation imposed on such Party by this Reimbursement Agreement (a "Failure") and the Failure is not cured within 30 days after written notice of the Failure is provided to the non-performing Party, then such Failure shall constitute a "Default" Exhibit H to The Colony SAP - Reimbursement Agreement Page 6 1775.0 10\29786.13 by the non-perforining Party. b. Notwithstanding subsection (a) above, if the City fails to transfer Reimbursement Revenue to the Corporation as required by this Reimbursement Agreement, such failure shall constitute an immediate "Default" by the City without notice or any opportunity to cure. c. If the Corporation is in Default, the City's sole and exclusive remedy shall be to compel performance through injunctive relief or specific performance. No default by the Corporation shall entitle the City to terminate this Reimbursement Agreement. d. If the City is in Default, the sole and exclusive remedy of the Corporation shall be to compel performance through injunctive relief or specific performance. No default by the City shall entitle the Corporation to terminate this Reimbursement Agreement. This Reimbursement Agreement is a contract for providing goods and services within the meaning of Section 271.151, Texas Local Government Code, as amended, and the unpaid Reimbursement Amount is the balance due and owed by the City to the Corporations within the meaning of Section 271.153, Texas Local Government Code, as amended. 18. This Reimbursement Agreement supersedes all prior agreements (whether written or oral) between the Parties regarding the subject matter hereof and constitutes the only agreement between the Parties with regard to the subject matter hereof In the event of any conflict between this Reimbursement Agreement and any other resolution, order, instrument, document, or agreement, the provisions and intent of this Reimbursement Agreement shall control. This Reimbursement Agreement may only be amended by written agreement of the Parties. 19. The Corporation, as the current owner of an undivided interest in the Facility Property subject to the Assessment under the Service and Assessment Plan, hereby acknowledges the Assessment on the Facility Property and agree to pay such Assessment in Semi-Annual Installments as provided in the Service and Assessment Plan. 20. Each Trustee shall be a third party beneficiary under this Reimbursement Agreement, and each such Trustee shall be entitled to fully enforce the terms of this Reimbursement Agreement for the benefit of the holders of such Public Improvement Bonds as if the Trustee were a party to this Reimbursement Agreement. 21. The tern of this Reimbursement Agreement shall begin on 201, and shall continue until the Public Improvement Bonds have been paid in full or until the Facility Assessment Amount, including interest, has been paid in full. IN WITNESS WHEREOF, the Parties have caused this Reimbursement Agreement to be executed as of , 201. Exhibit H to The Colony SAP - Reimbursement Agreement Page 7 1775.010\29786.13 City of The Colony, Texas By: Joe McCourry, Mayor Date: , ATTEST: Christie Wilson, City Secretary APPROVED AS TO FORM Jeff Moore, City Attorney [The Colony Local Development Corporation, a Texas non-profit corporation By: Joe McCourry, President Date: ] Exhibit H to The Colony SAP - Reimbursement Agreement Page 8 1775.010\29786.13 r [The Colony Economic Development Corporation, a Texas non-profit corporation By: Tom Tvardzik, President Date: ] (The Colony Community Development Corporation, a Texas non-profit corporation By: TeRon Lawrence, President Date: ] Exhibit H to The Colony SAP - Reimbursement Agreement Page 9 1775.010129786.13 Exhibit A TIMELINE FOR ASSESSMENT COLLECTIONS AND PURSUIT OF DELINQUENCIES' Date: Activity: February 1, 2013 Corporation is required to calculate the amount of any Debt Service Shortfall and each August 1 relating to its Public Improvement Bonds; and, once calculated, the Corporation and February 1 will certify in writing to the City the amount, if any, so calculated. thereafter February 15, 2013 City will calculate the Semi-Annual Installment and, if any amount is due, the and each August 15 City shall submit a bill to the owner of the Facility Property subject to the and February 15 Assessment. thereafter March 1, 2013 and Semi-Annual Installment of Assessment is due to the City. each September 1 Semi-Annual Installment of Assessment becomes delinquent if not received by and March 1 the City by March 4 or September- 4. thereafter No later than City will forward Reimbursement Revenues, if any, to the Corporation from the March 5, 2013 and Corporation's sub-account of the PID Operating Account. each September and If the City receives Assessment Revenue that is required to pay the amount of March 5 thereafter Reimbursement Revenue owed by the City to the Corporation after March 4 or September 4, the City will forward such Reimbursement Revenues within two (2) days of the receipt thereof. No later than two Corporation will forward all Reimbursement Revenue received to the days after the receipt Trustee(s). of Reimbursement Revenue from the City On or before March City is aware of actual and specific delinquencies and will notify the 20 or September 20 Corporation of such delinquencies. Upon notification by the City, the Corporation or the dissemination agent, if any, will file an EMMA disclosure of all delinquencies If payment of any Semi-Annual Installment by a property owner is delinquent but there is adequate funding for the upcoming bond debt service payment, no further action for collection is required except that the City, working with its attorney or an appropriate designee, will send supplemental billings/demand letters at least monthly to the delinquent property owner(s). Any amounts so collected will then be paid to the Corporation in accordance with the Service and Assessment Plan and the Reimbursement Agreement. ' All capitalized terms shall have the meaning set forth in the Reimbursement Agreement. Exhibit H to The Colony SAP - Reimbursement Agreement Page 10 1775.0 10129786.13 If payments of any Semi-Annual Installment by a property owner is delinquent and there is inadequate funding to pay the upcoming bond debt service payment, the collection-foreclosure procedure against all delinquent property will proceed beginning the next February 1 immediately following the bond debt service payment date for which there were inadequate funds if such amounts remain unpaid on such date. The City, working with its attorney or an appropriate designee, will send supplemental billings/demand letters at least monthly to the delinquent property owner(s). Any amounts so collected will then be paid to the Corporation in accordance with the Service and Assessment Plan and the Reimbursement Agreement. The Corporation will determine if Debt Service Reserve Fund needs to be utilized for debt service payment on April 1 or October 1. If there is to be a shortfall in amounts necessary to pay bond debt service on any April 1 or October 1, the Corporation will immediately notify the Trustee(s) and the dissemination agent, if any. April 1 and Bond debt service payments due. October 1 The Corporation or the dissemination agent, if any, will file an EMMA disclosure if Debt Service Reserve Fund is utilized for Debt Service. Use of Debt Service Reserve Fund triggers commencement of foreclosure on delinquent property on the February 1 immediately following such use. February 1, 2014 If on any February 1, commencing February 1, 2014, the payment of any Semi- and each February Annual Installment by a property owner remains delinquent, the City, upon 1 thereafter direction from the Corporation and/or the Trustee, shall work with its attorney, or the appropriate designee, to commence preliminary foreclosure procedures, including sending final demand letters and actual foreclosure analysis including ordering of the title reports, etc. Within 72 hours of the commencement of foreclosure procedures, the City will notify the Corporation of the plan of collections and foreclosure. Within 72 hours of notification by the City of the plan of collections and foreclosure, the Corporation will notify the Trustee(s) and Dissemination Agent, if any, of the plan of collection and foreclosure. Upon notification by the Corporation or the Dissemination Agent, if any, shall file an EMMA of the plan of collections and foreclosure. The designated lawyers or law firm will prepare formal foreclosure documents and will provide periodic updates to the City, Corporation and Trustee(s) for dissemination to bondholders who have requested to be notified of the collections process. The goal for the foreclosure action is filing by no later than June 30 (day 149) following the February 1 on which the preliminary foreclosure procedures commenced. June 30 Foreclosure action filed in state district court. City to notify Corporation, Trustee(s) and Dissemination Agent, if any, of filing of foreclosure action. Exhibit H to The Colony SAP - Reimbursement Agreement Page 11 1775.010\29786.13 Exhibit B Form of Published Notice Page 5 I PUBLISHED/MAILED NOTICE: NOTICE OF PUBLIC HEARING ON ASSESSMENT ORDINANCE FOR THE CITY OF THE COLONY PUBLIC IMPROVEMENT DISTRICT NO. 1 DATE, TIME AND PLACE OF THE PUBLIC HEARING. Pursuant to Section 372.016(b) of the Texas Local Government Code notice is hereby given that the City Council of the City of The Colony, Texas, on, Tuesday, January 15, 2013, at 7:00 p.m. at City Hall, located at 6800 Main Street, The Colony, Texas, the City Council will consider an ordinance levying an assessment on property located within the City of The Colony Public Improvement District No. I (the "District"). GENERAL NATURE OF THE IMPROVEMENTS. The general nature of the proposed public improvements authorized by the Act to be undertaken and financed for the benefit of property within the District (the "Authorized Improvements") include, but are not limited to, the following (1) water, wastewater, and drainage facilities or improvements, including sanitary sewer facilities, storm water detention and retention facilities, and utility relocations related to such improvements; (2) off-street structured and surface parking facilities; (3) street and roadway improvements, including related traffic signalization, signage, sidewalks, curbs, gutters, streetscaping, landscaping, drainage improvements, and utility relocations related to such street and roadway improvements; (4) mass transit facilities; (5) park improvements, (6) landscaping; (7) lighting and signage; (8) pedestrian malls; (9) other projects similar to those listed in items (1) (8) as authorized by the Act; (10) site improvements for any of the foregoing, including, but not limited to, grading, erosion control, wetlands mitigation, and floodplain reclamation; and (11) the acquisition of land for any of the foregoing. The proposed Authorized Improvements proposed to be undertaken at this time (the "Facility Public Improvements") include the following (1) site work improvements for grading and erosion control; (2) road improvements; (3) storm drainage and retaining walls; (4) water line improvements; (5) sanitary sewer improvements, and (6) utility improvements. COST OF THE IMPROVEMENTS. The estimated cost of the first phase of the proposed public improvements is $150,000,000. The estimated cumulative cost of subsequent phases is $150,000,000. BOUNDARIES OF THE ASSESSMENT DISTRICT. The District is approximately 439.20 contiguous acres within the corporate limits of the City south of and adjacent to the Sam Rayburn Tollway (State Highway 121), north of and adjacent to Plano Parkway, and west of the Burlington Northern Railroad. PUBLIC HEARING COMMENTS. Written or oral objections on the proposed assessment within the District shall be considered by the City Council at the public hearing.