HomeMy WebLinkAboutOrdinance No. 2013-1992
CITY OF THE COLONY, TEXAS
ORDINANCE NO. 2013-1992
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF THE
COLONY, TEXAS, RELATED TO THE CITY OF THE COLONY PUBLIC
IMPROVEMENT DISTRICT NO. 1; APPROVING A SERVICE AND
ASSESSMENT PLAN FOR THE DISTRICT; APPROVING A
REIMBURSEMENT AGREEMENT FOR THE DISTRICT; LEVYING A
SPECIAL ASSESSMENT AGAINST DISTRICT PROPERTY TO PAY FOR
PUBLIC IMPROVEMENTS; CREATING A LIEN AGAINST DISTRICT
PROPERTY; PROVIDING FOR THE COLLECTION OF THE
ASSESSMENT; PROVIDING FOR THE USE OF ASSESSMENT REVENUE
AS SECURITY FOR PUBLIC IMPROVEMENT BONDS; RATIFYING AND
CONFIRMING PRIOR ACTIONS RELATED TO THE DISTRICT;
PROVIDING FINDINGS AND DETERMINATIONS BY AND RELATED TO
THE DISTRICT; PROVIDING A SEVERABILITY CLAUSE; AND
PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, the governing body (the "City Council") of the City of The Colony, Texas
(the "City"), is authorized by Chapter 372, Texas Local Government Code, as amended (the
"Act"), to create public improvement districts within the jurisdiction of the City; and
WHEREAS, on September 1.7, 2012, the owner of property (the "Owner") within the
corporate limits of the City submitted and filed with the municipal secretary of the City (the
"City Secretary") a petition (the "Petition") requesting the creation of the City of The Colony
Public Improvement District No. 1 (the "District") consisting of approximately 439.12
contiguous acres located 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 in the Petition (the "Pro pert and
WHEREAS, the purpose of the District is to undertake public improvements described
in the Petition and authorized by the Act that confer a special benefit on the Property (the 'Public
Improvements"); and
WHEREAS, on September 18, 2012, the City Council adopted and approved Resolution
No. 2012-067 acknowledging the filing of the Petition, calling a public hearing (the "Creation
Public Hearing") for October 8, 2012, to consider the feasibility and advisability of the Public
Improvements and the District, and authorizing and directing the City Secretary to mail and
publish notice of the Creation Public Hearing as required by the Act; and
WHEREAS, on or before September 22, 2012, the City Secretary mailed and caused to
be published notice of the Creation Public Hearing as required by the Act, which date was before
the 15t1i day before the date of the Creation Public Hearing; and
WHEREAS, after mailing, publishing, and otherwise providing all notices of the
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Creation Public Hearing as required by the Act and state law, the City Council conducted the
Creation Public Hearing on October 8, 2012, at the time and place and for the purposes set forth
in the notices; and
WHEREAS, Owner appeared at the Creation Public Hearing by its representative and
affirmed Owner's request to create the District; and
WHEREAS, no one appeared at the Creation Public Hearing in opposition to the
creation of the District; and
WHEREAS, after all persons having an interest in the District were given an opportunity
to be heard in support of or in opposition to the creation of the District, the City Council closed
the Creation Public Hearing on October 8, 2012, and by a majority vote of all members of the
City Council adopted and approved Resolution No. 2012-073 creating the District; and
WHEREAS, on October 9, 2012, the City Secretary caused notice of Resolution No.
2012-073 to be published as required by the Act; whereupon the creation of the District took
effect as provided by the Act; and
WHEREAS, on December 11, 2012, the City Council adopted and approved Resolution
No. 2012-100: determining the total cost of the proposed Public Improvements based on the
PUBLIC IMPROVEMENTS REPORT, The City of The Colony Public Improvement District
No.], The Colony, Texas dated November 30, 2012, prepared by Graham Associates, Inc. (the
"Official Report"); accepting for review the City of the Colony Public Improvement District No. I
PRELIMINARY Service and Assessment Plan (the "Preliminary Service and Assessment Plan");
directing that the Preliminary Service and Assessment Plan be filed with the City Secretary and
made available for public inspection; calling a public hearing for January 15, 2013 (the
"Assessment Public Hearing") to consider the levy of assessments against the Property to pay for
Public Improvements; and authorizing and directing the City Secretary to mail, publish, and
otherwise provide notices of the Assessment Public Hearing as required by the Act and state law;
and
WHEREAS, on or before December 17, 2012, the City Secretary mailed and caused to
be published notice of the Assessment Public Hearing as required by the Act, which date was
before the 10t1i day before the date of the Assessment Public Hearing; and
WHEREAS, after mailing, publishing, and otherwise providing all notices of the
Assessment Public Hearing as required by the Act and state law, the City Council conducted the
Assessment Public Hearing on January 15, 2013, at the time and place and for the purposes set
forth in the notices; and
WHEREAS, on January 15, 2013, the City Council conducted the Assessment Public
Hearing, and approved a motion to continue the Assessment Public Hearing to February 7, 2013,
at 7:00 a.m.; and
WHEREAS, Owner appeared at the Assessment Public Hearing by its representative and
affirmed Owner's support for the levy of assessments against the Property; and
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WHEREAS, no one appeared at the Assessment Public Hearing in opposition to the levy
of assessments against the Property; and
WHEREAS, after all persons having an interest in the levy of assessments against the
Property were given an opportunity to be heard in support of or in opposition to the assessments,
the City Council closed the Assessment Public Hearing on February 7, 2013; and
WHEREAS, after the closing of the Assessment Public Hearing, and after considering
the information, materials, evidence, and testimony offered to the City Council prior to and at the
Assessment Public Hearing, and after taking into consideration the fact that Owner supports the
levy of assessments against the Property and there were no objections to the levy of assessments
against the Property, the City Council has determined that it promotes the interests of the City to
adopt and approve this Ordinance.
NOW THEREFORE BE IT ORDAINED BY THE CITY COUNCIL OF THE
CITY OF THE COLONY, TEXAS, THAT:
SECTION 1. The recitals set forth in the WHEREAS clauses of this Ordinance are
true and correct, are part of this Ordinance for all purposes, and constitute findings and
determinations of the City Council acting in its discretionary, legislative capacity.
SECTION 2. The City of the Colony Public Improvement District No. I Service and
Assessment Plan dated February 7, 2013, a copy of which is attached hereto as Exhibit A (as
updated, from time to time, the "Service and Assessment Plan"): has been prepared on behalf of,
presented to, and reviewed by the City Council; is hereby approved by the City Council as the
"service plan," "assessment plan," and "assessment roll" for the District as required by the Act;
and is incorporated as part of this Ordinance for all purposes. Obligations of the City set forth in
the Service and Assessment Plan constitute obligations of the City under this Ordinance. The
Service and Assessment Plan shall be updated by the City Council no less frequently than
annually as required by the Act and more frequently as required by the Service and Assessment
Plan.
SECTION 3. "Reimbursement Agreements" authorized by the Act (the form of which
is attached as an exhibit to the Service and Assessment Plan) between the City and each of The
Colony Local Development Corporation, The Colony Economic Development Corporation, and
The Colony Community Development Corporation (individually, a "Corporation" and
collectively, the "Corporations"): have been prepared on behalf of, presented to, and reviewed by
the City Council; are hereby approved by the City Council; and are incorporated as part of this
Ordinance for all purposes. Obligations of the City under the Reimbursement Agreements
constitute obligations of the City under this Ordinance. The Mayor of the City is authorized and
directed to execute a Reimbursement Agreement with each Corporation.
SECTION 4. Unless defined in this Ordinance, capitalized terms used in this
Ordinance shall have the meanings given to them in the Service and Assessment Plan and
Reimbursement Agreements.
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SECTION 5. Based on the Service and Assessment Plan, the City Council hereby
levies an Assessment (as a "special assessment" under the Act) in the amount of $83,400,000.00
against the Facility Property to pay for Facility Public Improvements that confer a special benefit
on the Facility Property. The Assessment against the Facility Property shall be allocated
uniformly to the Facility Property in the amount of $775,309.10 per gross acre. The Assessment
is based on the estimate of the Facility Public Improvements Cost. If the actual Facility Public
Improvements Cost is less than the estimated cost, the Assessment (and corresponding per-acre
allocation) shall be reduced. If the actual Facility Public Improvements Cost is greater than the
estimated cost, the Assessment shall not be increased. As authorized by the Act, the City Council
further defers the assessment of the remainder of the Facility Public Improvements Costs until
the property within the District to be specially benefitted by such Facility Public Improvements
can be identified.
SECTION 6. The Assessment against the Facility Property, with interest, the expense
of collection, and reasonable attorney's fees, if incurred, is a lien against the Facility Property
(the priority of which is established by the Act) and a personal liability of and charge against the
owner of the Facility Property regardless of whether the owner is named. The Assessment lien is
effective from the date of this Ordinance and "runs with the land." Any portion of the
Assessment that is not yet due and payable is not eliminated by the foreclosure of an ad valorem
tax lien. The Assessment lien may be enforced by the City, including foreclosure, in the same
manner that an ad valorem tax lien is foreclosed; however, the foreclosure of unpaid installments
of the Assessment does not eliminate the outstanding balance of the Assessment. Any purchaser
of the Facility Property in foreclosure takes subject to the Assessment lien and any associated
obligations. Delinquent installments of the Assessment incur interest, penalties, and attorney's
fees in the same manner as delinquent ad valorem taxes.
SECTION 7. The Assessment against the Facility Property, with interest, may be paid
in full at any time; however, if not paid in full, with interest, the Assessment shall be due and
payable in Semi-Annual Installments which shall vary in amount from year to year and shall be
calculated as provide for in the Service and Assessment Plan. The City shall create the PID
Operating Account Assessment Revenue and shall deposit the collection of Semi-Annual
Installments into such account. It is anticipated that the City shall enter into certain
Reimbursement Agreements, as provided in the Service and Assessment Plan and as authorized
by the Act, under which the City will make certain payments to the Corporations; and, under the
applicable Reimbursement Agreements, the Corporations shall then transfer the funds received to
the applicable trustee under any trust indenture or similar document setting forth the terms and
other provisions related to any Public Improvement Bonds issued by such Corporations and
secured, in part, by such payments.. The procedure and schedule for calculating Debt Service
Shortfalls, calculating Semi-Annual Installments, billing and collecting Semi-Annual
Installments, depositing Assessment Revenue into the PID Operating Account, transferring
Assessment Revenue to each sub-account in the PID Operating Account relating to each series of
Public Improvement Bonds, and transferring Reimbursement Revenue from the City to the
Corporation and from the Corporation to the trustee(s) are set forth in the Service and
Assessment Plan and each Reimbursement Agreement.
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SECTION 8. This Ordinance incorporates by reference all provisions of the Act as if
such provisions were set forth herein.
SECTION 9. The City Council has investigated and determined and hereby ratifies
and confirms that:
9.1 The matters set forth in the Petition are true and correct;
9.2 The Petition complies with all requirements of the Act and is sufficient under the
Act for all purposes including, but not limited to, the creation of the District;
9.3 The Public Improvements described in the Petition and the Facility Public
Improvements more particularly described in the Service and Assessment Plan are
authorized by the Act, promote the interests of the City, and confer a special benefit on
the Property and the Facility Property;
9.4 The form, content, timing, and method for providing the notices of the Creation
Public Hearing, and all matters related to the conduct of the Creation Public Hearing and
the adoption of Resolution No. 2012-073 creating the District were in accordance with
the Act, state law, and the City Charter and ordinances of the City;
9.5 The District has been created based on the legislative findings by the City Council
as required by the Act without the need for a preliminary financial report and without the
need for the appointment of an advisory body;
9.6 Prior to conducting the Assessment Public Hearing and the adoption of this
Ordinance, the City Council determined the total cost of the Public Improvements and
Facility Public Improvements based on Official Reports and filed with the City Secretary
and made available for public inspection the Preliminary Service and Assessment Plan;
9.7 The form, content, timing, and method for providing the notices of the
Assessment Public Hearing, and all matters related to the conduct of the Assessment
Public Hearing and the adoption of this Ordinance, were in accordance with the Act, state
law, and the City Charter and ordinances of the City;
9.8 The City Council has provided opportunity for the owners of property liable for
assessment, and for the public at large, to appear, in person or by their representatives,
and present objections to the creation of the District and the levy of the Assessment;
however, no objections to the creation of the District or to the levy of the Assessment
against the Facility Property were presented; and
9.9 All actions taken by the City Council in connection with the District have been
taken and performed in accordance with the Act, state law, and the City Charter and
ordinances of the City and in a regular, proper, and valid manner.
SECTION 10. Based on materials and information prepared by City staff and
qualified professionals, on testimony provided throughout the process of creating the District and
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levying the Assessment including, but not limited to, testimony offered at the Creation Public
Hearing and Assessment Public Hearing, and on other information, materials, evidence, and
testimony available to or provided to the City Council for its consideration, the City Council,
acting in its discretionary, legislative capacity, hereby finds and determines:
10.1 That the Facility Property is specially benefited by the Facility Public
Improvements in an amount that exceeds the Assessment levied against the Facility
Property;
10.2 That the Assessment against the Facility Property (1) is just and equitable, (ii)
produces substantial equality, considering the benefits received and the burdens imposed,
(iii) results in imposing equal shares of the Facility Public Improvements Cost on
property within the District that is similarly benefitted, and (iv) is authorized by and has
been levied in accordance with the Act, state law, and the City Charter and ordinances of
the City;
103 That all prerequisites to the fixing of the Assessment lien against the Facility
Property and to the personal liability of the owner of the Facility Property, whether
named or not, have been in all things regularly and duly performed in compliance with
the Act, state law, and the City Charter and ordinances of the City;
10.4 That the Assessment levied against the Facility Property is an amount required to
pay the Facility Public Improvements Cost;
10.5 That the Semi-Annual Installments of the Assessment levied against the Facility
Property shall continue for the period of time necessary to retire the indebtedness of the
Facility Public Improvements Cost; and
10.6 That the assessment of the remainder of the Facility Public Improvements Costs
should be deferred until the property within the District to be specially benefitted by such
Facility Public Improvements can be identified
SECTION 11. If any provision of this Ordinance, or the application of any provision
to any person or set of circumstances, is held by any court to be invalid, the remaining provisions
shall be unaffected, and all provisions of this Ordinance are severable for such purpose.
SECTION 12. This Ordinance shall take effect effective immediately upon passage
and approval by the City Council.
SIGNATURES ON THE FOLLOWING PAGE
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PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF THE
COLONY, TEXAS, THIS THE 7"' DAY OF FEBRUARY, 2013.
APPROVED:
/x%
J,oe McCo,urry, Mayor u '
ATTEST
v TM
Christie Wilson, City Secretary t,
APPROVED AS TO FORM
f P~
~12Qt.CFX, U~ ,
Jeff Moore,; City Attorney
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Exhibit A
Service and Assessment Plan
Exhibit A to The Colony PID I Ordinance Levying Assessment
Service and Assessment Plan Page I
City of The Colony Public Improvement District No. 1
Service and Assessment Plan
February 7, 2013
I
I
The Colony Public Improvement District No. 1 Service and Assessment Plan
1775.010\29353.28
SECTION 1
INTRODUCTION
Capitalized terms 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 "Property"). 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 25.48 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 Propert y"). 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
Parking"); (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
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1775.010\29353.28
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, from 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 from
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: (i) 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 series 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
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1775.010129353.28
portion of the Assessment Revenue pledged to pay Debt Service Shortfalls for any one series of
the Public Improvement Bonds will not be pledged to pay Debt Service Shortfalls for any other
series of 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 from
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 proposes 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 Colonv Public
Improvement District No. 1, The Colon i,, 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 hnprovements 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 $94,800,000.00 (the "Facility Public
Improvements Cost") as shown on Exhibit B-1. The individual line item costs shown in the
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1775.010\29353.28
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
$94,800,000.00 and the Related Development Public Improvements Cost does not exceed
$150,000,000.00. 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.
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1775.010\29353.28
"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 Coloi?y 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.
i
"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 such Parcel, including costs and expenses related to the foreclosure of liens.
"District" is defined in Section 1.1.
"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.
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"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; provided, however, that such term does not include any unpaid
interest on any Public Improvement Bonds to be redeemed from monies received from the
prepayment of an Assessment that accrues between the time of prepayment and the redemption
date of such Public Improvement Bonds to be redeemed.
"Property" is defined in Section 1.1.
"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 fiom the
additional interest authorized by Section 372.018(a) of the Act including, but not limited to: (i)
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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
amount to pay Public Improvements Cost under circumstances detennined 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) any 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.
1 Service and Assessment Plan, dated February 7, 2013, 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.
I
"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.
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"Zone" is defined in Section 1.2.
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 $94,800,000.00, 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-1.
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
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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
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
$83,400,000.00 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 $775,309.10 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 $94,800,000.00.
4.3.2 Based on the Special Benefits Report, the City Council has determined that
$11,400,000.00 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
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determined by the Administrator and approved by the City Council in a Service Plan Update.
4.6 Subdivision; Change to Tax Exempt.
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 Exempt. If any portion of the Facility Property becomes
exempt from 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 September 1, 2013, and
continuing every March I and September 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 based on the "Bond
Debt Service" schedules attached as Exhibit G-1, and each Corporation shall certify such Debt
Service Shortfall amount to the City no later than each February 1 or August 1 commencing
August 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 August 15, 2013 (each a "Semi-Annual Billing").
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.
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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
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 September 5, 2013, and by each March 5 and September 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 Prop eity. 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 sure of all prepayments
of the Assessment made pursuant to Section 4.7.
4.12 Security for Payment. 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: (i) 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 detenninations 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.
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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 $83,400,000.00, which is the portion of the Facility
Public briprovements 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,
$11,400,000.00, 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-I 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 G-I Bond Debt Service Schedules for Calculating Debt Service Shortfall
Exhibit H Reimbursement Agreement
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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 coiner;
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 coiner, 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 arc
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 corner;
Exhibit A to The Colony SAP - Description of the Property Page 1
1775.010129353.28
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 corner;
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 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 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 comer;
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\29353.28
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 coiner;
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 R.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\29353.28
Exhibit A
Leal 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 corner, 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 corner, 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\29353.28
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 corner;
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°19'29" 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 comer, for the beginning of a reverse curve to
the left having a radius of 1050.00 feet and a central angle of 40'l 5'06" 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 arc
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 said east right-of-way line along said cove to the right, an arc
along
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\29353.28
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
Exhibit A to The Colony SAP - Description of the Property Page 6
1775.010\29353.28
Exhibit A-1
Depiction of the Property
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L Graham Associates,ln EXHIBIT B
CONSULTING ENGINEERS & PLANNERS
800 SIX FLAGS DRIVE, SURE 500
ARLINGTON, TOM 76011 (817) 6468535
TBPE FIRM: F-119iftHPLS FIRM; 1015380
DRAWN BY: GAI DATE: SEPTEMBER 2012
Exhibit A-1 to The Colony SAP - Depiction of the Property
Page 1
1775.010\29353.28
Exhibit B
Official Report
PUBLIC IMPROVEMENTS REPORT
The City of The Colony Public Improvement District No. 1
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 B to The Colony SAP - official Report
Page 1
1775.010\29353.28
Exhibit B
Official Report
OVERVIEW:
The City of The Colony Public Improvement District No.l (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, st•eetscape, 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 $51,900,000. 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 12 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 $6,300,000.
Exhibit B to The Colony SAP - Official Report
Page 2
1775.010\29353.28
Exhibit B
Official Report
(2) Road improvements: To serve the traffic demands of the Facility, the proposed
street and roadway improvements include construction of six-lane divided thoroughfares
comprising approximately 105,000 square yards of reinforced concrete pavement. These
improvements include sidewalks, landscaping, traffic signals, street lighting, and
directional signage within the public rights-of-way. Additional and updated directional
signage will also be required in the public right-of-way along Sam Rayburn Tollway and
the new proposed bridge at South Colony Boulevard. Intelligent transportation systems
are proposed to further manage expected traffic flows generated by the Facility. The
proposed road improvements include 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 South Colony Boulevard over the Sam
Rayburn Tollway and improve connectivity and flow to the Sam Rayburn Tollway.
Additional improvements are proposed to reconfigure and improve the intersection of
Plano Parkway and the Sam Rayburn Tollway and the intersection of Spring Creek
Parkway and the Sam Rayburn Tollway. The total cost for the foregoing road
improvements is estimated to be $ 31,900,000.
(3) Storm Drainage and Retaining Walls: The storm drainage improvements that
serve the Facility include approximately 30,000 linear feet of concrete storin 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 $9,800,000.
(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 $1,500,000.
(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
continues under the proposed public roadways to service points east of the railroad right-
Exhibit B to The Colony SAP - Official Report
Page 3
1775.010\29353.28
Exhibit B
Official Report
of-way prior to Spring Creek Parkway. The sewer system improvements are estimated to
cost $1,600,000.
(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 $800,000.
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 Report
Page 4
1775.010\29353.28
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 5.7 0.6 2.9 3.2 1.4 1.0 14.8
and detention)
Roads (includes signals, 30.2 1.6 2.0 11.3 5.2 3.0 53.3
signs, bridge, and off-
site improvements)
Storm drainage (includes 8.7 1.1 1.2 3.6 1.6 1.0 17.2
retaining walls)
Water 1.3 0.2 1.6 0.5 0.3 0.5 4.4
Sanitary sewer 1.4 0.2 0.2 0.6 0.3 0.5 3,2
Utility conduits 0.7 0.1 0.1 0.3 0.2 0.5 1.9
TOTALS 48.0 3.8 8.0 19.5 9.0 6.5 94.8
Exhibit B-1 to The Colony SAP - Facility Public Improvements Cost
Page 1
1775.010\29353.28
Exhibit C
Service Plan: Five-Year Projection of Facility Public Improvements Cost
2013 2014 2015 2016 2017 TOTAL
$63,200,000.00 $21,530,000.00 $10,070,000.00 $0 $0 $94,800,000.00
II
Exhibit C to The Colony SAP - Projection of Facility Public Improvements Cost
Page 1
1775.010\29353.28
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
I
Exhibit C-1 to The Colony SAP - Projection of Related Development Public Improvements Cost
Page 1
1775.010\29353.28
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' Costs2 Costs Indebtedness
2013 See Section 4.9 $5,000 $0 $5,000 See Section 4.9
2014 See Section 4.9 $5.000 $0 $5,000 See Section 4.9
2015 See Section 4.9 $5,000 $0 $5,000 See Section 4.9
I
2016 See Section 4.9 $5.000 $0 $5,000 See Section 4.9
2017 See Section 4.9 $5,000 $0 $5,000 See Section 4.9
i
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 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 to The Colony SAP - Projection of Indebtedness for Facility Public Improvements
Page 1
1775.010\29353.28
Exhibit D-I
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 $o $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 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 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 of Indebtedness for Related Development Public Improvements
Page 1
1775.010\29353.28
Exhibit E
Special Benefits Report
SPECIAL BENEFITS REPORT
The City of The Colony Public Improvement District No. 1
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 Benelits Report
Page 1
1775.010\29353.28
The "Facility Public Improvements" for the City of The Colony Public Improvement District
No.l (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\29353.28
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) $6.3m 100% - $6.3m 0
Roads (signals, signs, bridge, and off-site improvements) $31.8m 100% - $31.8m 0
Storm drainage (including retaining walls) $9.8m 54% - $5.3m 46% - $4.5m
Water $1.5m 51% - $0.8m 49% - $0.7m
Sanitary sewer $1.6m 51% - $0.8m 49% - $0.811
Utility conduits $0.8m 100% - $0.8m 0
TOTALS $51.8 $45.8 $6.Om
Exhibit E to The Colony SAP - Special Benefits Report
Page 3
1775.010\29353.28
Exhibit E-1
Facility Public Improvements Cost - Special Benefit Analysis (S millions)
Debt
Service Special Special
Benefit to Benefit to
Facility Public Hard Soft Land Capitalized Reserve Cost of TOTALS Facility Related
Improvements Costs Costs Costs Interest Fund Issuance Property Development
Property
Site work (mass grading 5.7 0.6 2.9 3.2 1.4 1.0 14.8 14.8 0
and detention) (100%)
Roads (includes signals. 30.2 1.6 2.0 11.3 5.2 3.0 53.3 53.3 0
signs, bridge, and off- (100%)
site improvements)
Storm drainage (includes 8.7 1.1 1.2 3.6 1.6 1.0 17.2 9.3 7.9
retaining walls) (54.0'%) (46.0%)
Water 1.3 0.2 1.6 0.5 0.3 0.5 4.4 2.5 1.9
(51.0%) (49.0%)
Sanitary sewer 1.4 0.2 0.2 0.6 0.3 0.5 3.2 1.6 1.6
(51.0%) (49.0%)
Utility conduits 0.7 0.1 0.1 0.3 0.2 0.5 1.9 1.9 0
(loo°i,)
TOTALS 48.0 3.8 8.0 19.5 9.0 6.5 94.8 83.4 11.4
(8111.0 (12.0%)
Exhibit E-1 to The Colony SAP - Facility Public Improvements Cost Special Benefit Analysis
Page 1
1775-0 10\229353.28
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 chard which bears North 59°46'37" East, 26.26 feet;
THENCE along said tangent curve to the left, an arc 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, 5398 feet;
Exhibit F to The Colony SAP - Description of Facility Property
Page 1
1775.010\29353.28
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 are 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 corner;
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 arc 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°12'34", 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\29353.28
Exhibit F
Legal Description of the Facility Property (107.57 Acres)
Tract 1 (LLC Property) and Tract 2 (LGC Property)
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 are 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
1775.010\29353.28
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 are 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\29353.28
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, 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 (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;
'T'HENCE 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;
THENCE 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 - Dcscripdon of Facility Property
Page 5
1775.010\29353.28
Exhibit F
Legal Description of the Facility Property (107.57 Acres)
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 coiner, 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 arc 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 arc 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
arc 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 are 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\29353.28
Exhibit F
Legal Description of the Facility Property (107.57 Acres)
Tract 1 (LLC Property) and Tract 2 (LGC Property)
T II NCE North 90°00'00" West, continuing along said common 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°01' l 5" 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 arc distance of 54.83 feet to a point for corner;
TIIENCE, North 30°00'00" West, continuing along said common line, a distance of
126.86 feet to a the POINT Or 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 Property
Page 7
1775.010'29353.28
Exhibit G
Assessment Roll
Parcel Assessment Assessment/Acre
The Facility Property consisting
of approximately 107.57 acres $83,400,000.00 $775,309.10
described by metes and bounds
on Exhibit F
Exhibit G to The Colony SAP - Assessment Roll
Page 1
1775.010\29353.28
Exhibit G-1
BOND DEBT SERVICE
The Colony Local Development Corporation
FINAL NUMBERS
Tax Increment Contract Revenue Bonds
(Nebraska Furniture Mart Texas Project Infrastructure Bonds) Series 2013
(Ad Valorem Tax Increment Contract Revenue Bonds)
Period
Ending Principal Coupon Interest Debt Service
10/01/2013 882,360.42 882,360.42
10/01/2014 1,443,862.50 1,443,862.50
10/01/2015 1,443,862.50 1,443,862.50
10/01/2016 1,443,862.50 1,443,862.50
10/01/2017 1,443,862.50 1,443,862.50
10/01/2018 20,000 5.000% 1,443,862.50 1,463,862.50
10/01/2019 50,000 5.250% 1,442,862.50 1,492,862.50
10/01/2020 80,000 5.500% 1,440,237.50 1,520,237.50
10/01/2021 115,000 5.750% 1,435,837.50 1,550,837.50
10/01/2022 160,000 6.000% 1,429,225.00 1,589,225.00
10/01/2023 200,000 6.250% 1,419,625.00 1,619,625.00
10/01/2024 240,000 6.500% 1,407,125.00 1,647,125.00
10/01/2025 290,000 6.750% 1,391,525.00 1,681,525.00
10/01/2026 340,000 6.875% 1,371,950.00 1,711,950.00
10/01/2027 400,000 7.000% 1,348,575.00 1,748,575.00
10/01/2028 460,000 7.125% 1,320,575.00 1,780,575.00
10/01/2029 535,000 7.250% 1,287,800.00 1,822,800.00
10/01/2030 605,000 7.250% 1,249,012.50 1,854,012.50
10/01/2031 690,000 7.250% 1,205,150.00 1,895,150.00
10/01/2032 775,000 7.250% 1,155,125.00 1,930,125.00
10/01/2033 870,000 7.250% 1,098,937.50 1,968,937.50
10/01/2034 970,000 7.500% 1,035,862.50 2,005,862.50
10/01/2035 1,090,000 7.500% 963,112.50 2,053,112.50
10/01/2036 1,205,000 7.500% 881,362.50 2,086,362.50
10/01/2037 1,345,000 7.500% 790,987.50 2,135,987.50
10/01/2038 1,485,000 7.500% 690,112.50 2,175,112.50
10/01/2039 1,640,000 7.625% 578,737.50 2,218,737.50
10/01/2040 1,810,000 7.625% 453,687.50 2,263,687.50
10/01/2041 1,995,000 7.625% 315,675.00 2,310,675.00
10/01/2042 2,145,000 7.625% 163,556.26 2,308,556.26
19,515,000 33,978,329.18 53,493,329.18
Exhibit G-1 to The Colony SAP
Page 1
1775.010\29353.28
Exhibit G-1
BOND DEBT SERVICE
The Colony Local Development Corporation
FINAL NUMBERS
Sales Tax Increment Contract Revenue Bonds
(Nebraska Furniture Mart Texas Project Infrastructure Bonds) Series 2013
(Non Rated LGC Sales Tax Bonds)
Period
Ending Principal Coupon Interest Debt Service
10/01/2013 707,765.97 707,765.97
10/01/2014 1,158,162.50 1,158,162.50
10/01/2015 1,158,162.50 1,158,162.50
10/01/2016 1,158,162.50 1,158,162.50
10/01/2017 1,158,162.50 1,158,162.50
10/01/2018 140,000 5.000% 1,158,162.50 1,298,162.50
10/01/2019 160,000 5.250% 1,151,162.50 1,311,162.50
10/01/2020 180,000 5.500% 1,142,762.50 1,322,762.50
10/01/2021 205,000 5.750% 1,132,862.50 1,337,862.50
10/01/2022 230,000 6.000% 1,121,075.00 1,351,07 5.00
10/01/2023 255,000 6.250% 1,107,275.00 1,362,275.00
10/01/2024 285,000 6.500% 1,091,337.50 1,376,337.50
10/01/2025 315,000 6.750% 1,072,812.50 1,387,812.50
10/01/2026 355,000 6.875% 1,051,550.00 1,406,550.00
10/01/2027 390,000 7.000% 1,027,143.76 1,417,143.76
10/01/2028 435,000 7.125% 999,843.76 1,434,843.76
10/01/2029 480,000 7.250% 968,850.00 1,448,850.00
10/01/2030 525,000 7.250% 934,050.00 1,459,050.00
10/01/2031 580,000 7.250% 895,987.50 1,475,987.50
10/01/2032 635,000 7.250% 853,937.50 1,488,937.50
10/01/2033 695,000 7.250% 807,900.00 1,502,900.00
10/01/2034 765,000 7.500% 757,512.50 1,522,512.50
10/01/2035 835,000 7.500% 700,137.50 1,535,137.50
10/01/2036 915,000 7.500% 637,512.50 1,552,512.50
10/01/2037 995,000 7.500% 568,887.50 1,563,887.50
10/01/2038 1,090,000 7.500% 494,262.50 1,584,262.50
10/01/2039 1,185,000 7.625% 412,512.50 1,597,512.50
10/01/2040 1,290,000 7.625% 322,156.26 1,612,156.26
10/01/2041 1,405,000 7.625% 223,793.76 1,628,793.76
10/01/2042 1,530,000 7.625% 116,662.50 1,646,662.50
15,875,000 26,090,566.01 41,965,566.01
Exhibit G-1 to The Colony SAP
Page 2
1775.010\2935328
Exhibit G-1
BOND DEBT SERVICE
The Colony Economic Development Corporation
Yxx ,y: ~Y:xx:cxx :c~ :x
FINAL NUMBERS
Sales Tax Revenue Bonds (Type A)
(Nebraska Furniture Mart Texas Project Infrastructure Bonds) Series 2013
Period
Ending Principal Coupon Interest Debt Service
10/01/2013 1,295,853.47 1,295,853.47
10/01/2014 2,120,487.50 2,120,487.50
10/01/2015 2,120,487.50 2,120,487.50
10/01/2016 195,000 4.500% 2,120,487.50 2,315,487.50
10/01/2017 205,000 4.750% 2,111,712.50 2,316,712.50
10/01/2018 240,000 7.000% 2,101,975.00 2,341,975.00
10/01/2019 280,000 7.000% 2,085,175.00 2,365,175.00
10/01/2020 325,000 7.000% 2,065,575.00 2,390,575.00
10/01/2021 370,000 7.000% 2,042,825.00 2,412,825.00
10/01/2022 420,000 7.000% 2,016,925.00 2,436,925.00
10/01/2023 475,000 7.000% 1,987,525.00 2,462,525.00
10/01/2024 530,000 7.000% 1,954,275.00 2,484,275.00
10/01/2025 595,000 7.000% 1,917,175.00 2,512,175.00
10/01/2026 660,000 7.000% 1,875,525.00 2,535,525.00
10/01/2027 730,000 7.000% 1,829,325.00 2,559,325.00
10/01/2028 805,000 7.000% 1,778,225.00 2,583,225.00
10/01/2029 890,000 7.250% 1,721,875.00 2,611,875.00
10/01/2030 980,000 7.250% 1,657,350.00 2,637,350.00
10/01/2031 1,080,000 7.250% 1,586,300.00 2,666,300.00
10/01/2032 1,180,000 7.2_50% 1,508,000.00 2,688,000.00
10/01/2033 1,295,000 7.250% 1,422,450.00 2,717,450.00
10/01/2034 1,415,000 7.2_50% 1,328,562.50 2,743,562.50
10/01/2035 1,545,000 7.250% 1,225,975.00 2,770,975.00
10/01/2036 1,685,000 7.250% 1,113,962.50 2,798,962.50
10/01/2037 1,835,000 7.250% 991,800.00 2,826,800.00
10/01/2038 1,995,000 7.250% 858,762.50 2,853,762.50
10/01/2039 2,170,000 7.2_50% 714,125.00 2,884,125.00
10/01/2040 2,355,000 7.2_50% 556,800.00 2,911,800.00
10/01/2041 2,555,000 7.250% 386,062.50 2,941,062.50
10/01/2042 2,770,000 7.250% 200,825.00 2,970,825.00
29,580,000 46,696,403.47 76,276,403.47
Exhibit G-I to The Colony SAP
Page 3
1775.010'29353.28
Exhibit G-1
BOND DEBT SERVICE
The Colony Community Development Corporation
FINAL NUMBERS
Sales Tax Revenue Bonds (Type B)
(Nebraska Furniture Mart Texas Project Infrastructure Bonds) Series 2013
Period
Ending Principal Coupon Interest Debt Service
10/01/2013 1,295,853.47 1,295,853.47
10/01/2014 2,120,487.50 2,120,487.50
10/01/2015 2,120,487.50 2,120,487.50
10/01/2016 195,000 4.500% 2,120,487.50 2,315,487.50
10/01/2017 205,000 4.750% 2,111,712.50 2,316,712.50
10/01/2018 240,000 7.000% 2,101,975.00 2,341,975.00
10/01/2019 280,000 7.000% 2,085,175.00 2,365,175.00
10/01/2020 325,000 7.000% 2,065,575.00 2,390,575.00
10/01/2021 370,000 7.000% 2,042,825.00 2,412,825.00
10/01/2022 420,000 7.000% 2,016,925.00 2,436,925.00
10/01/2023 475,000 7.000% 1,987,525.00 2,462,525.00
10/01/2024 530,000 7.000% 1,954,275.00 2,484,275.00
10/01/2025 595,000 7.000% 1,917,175.00 2,512,175.00
10/01/2026 660,000 7.000% 1,875,525.00 2,535,525.00
10/01/2027 730,000 7.000% 1,829,325.00 2,559,325.00
10/01/2028 805,000 7.000% 1,778,225.00 2,583,225.00
10/01/2029 890,000 7.250% 1,721,875.00 2,611,875.00
10/01/2030 980,000 7.250% 1,657,350.00 2,637,350.00
10/01/2031 1,080,000 7.250% 1,586,300.00 2,666,300.00
10/01/2032 1,180,000 7.250% 1,508,000.00 2,688,000.00
10/01/2033 1,295,000 7.250% 1,422,450.00 2,717,450.00
10/01/2034 1,415,000 7.250% 1,328,562.50 2,743,562.50
10/01/2035 1,545,000 7.250% 1,225,975.00 2,770,975.00
10/01/2036 1,685,000 7.250% 1,113,962.50 2,798,962.50
10/01/2037 1,835,000 7.250% 991,800.00 2,826,800.00
10/01/2038 1,995,000 7.250% 858,762.50 2,853,762.50
10/01/2039 2,170,000, 7.250% 714,125.00 2,884,125.00
10/01/2040 2,355,000 7.250% 556,800.00 2,911,800.00
10/01/2041 2,555,000 7.250% 386,062.50 2,941,062.50
10/01/2042 2,770,000 7.250% 200,825.00 2,970,825.00
29,580,000 46,696,403.47 76,276,403.47
Exhibit G-1 to The Colony SAP
Page 4
1775.010\29353.28
Exhibit H
CITY OF THE COLONY PUBLIC IMPROVEMENT DISTRICT NO. I
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 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 ouncil") 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 "Propert X"); and
C. WHEREAS, the Corporation intends to issue Public Improvement Bonds designated
[INSERT DESCRIPTION OF BONDS], dated February 1, 2013 (the "Series 2013 Bonds") to
finance Public Improvements which are authorized projects under the Act; and
D. WHEREAS, on February 7, 2013, the City Council passed and approved Ordinance No.
2013-1992 (the "Assessment Ordinance"), which ordinance, among other provisions, approved
the City of The Colony Public Irnprovernent District No. I Service and Assessnzent Plan, dated
February 7, 2013, (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 September 1, 2013, and continuing every March 1 and September 1 thereafter until
such 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
Exhibit H Fonn of Reimbursement Agreement
Page 1
1775.01029353.28
Exhibit H
Account and thereafter transfer a portion of such Assessment Revenue into a sub-account
corresponding to each issue of Public Improvement Bonds, including the Series 2013 Bonds. All
funds held in the PID Operating Account, and each sub-account therein, are owned by the City
and 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
I. WHEREAS, the City will transfer all fiends in the sub-account of the PID Operating
Account relating to the Series 2013 Bonds (the "Reimbursement Revenue") to the Corporation
pursuant to this Reimbursement Agreement, and the Corporation will pledge such
Reimbursement Revenue as additional security for the Series 2013 Bonds 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 Series 2013 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, including the Series 2013 Bonds, as provided in the
Service and Assessment Plan and this Reimbursement Agreement; and
b. Assessment Revenue fi-om 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, including the sub-account relating to the Series
2013 Bonds, 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 payable to the Corporation under this Reimbursement
Agreement will be pledged as additional security for Series 2013 Bonds; and
e. Reimbursement Revenue payable to the Corporation under this Reimbursement
Agreement will be transferred by the Corporation to the applicable trustee under any trust
indenture or similar document setting forth the terms and other provisions related to the
Series 2013 Bonds (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 (S )
plus interest as authorized by Section 372.018(a) of the Act (the "Reimbursement Amount").
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 the Series 2013 Bonds based on the
Exhibit H Form of Reimbursement Agreement
Page 2
1775.01029353.28
Exhibit H
Bond Debt Service schedule attached as Exhibit B 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 September 5 and
March 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-Amiual Installment
(which payment date shall begin September 1, 2013, and continue each March 1 and
September 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 Development Corporation and The
Colony Development Corporation in separate reimbursement agreements relating to
Public Improvement Bonds issued by those entities; and, the agreement set forth herein may also
be made between the City and the Corporation in relation to additional series of Public
Improvement Bonds issued by the Corporation. 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, including the Series 2013 Bonds, and shall keep
such PID Operating Account and sub-accounts separate from all other funds of the City. The
Exhibit H Form of Reimbursement Agreement
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1775.010129353.28
Exhibit H
City shall deposit into the sub-account relating to the Series 2013 Bonds the amount of
Reimbursement Revenue due to the Corporation pursuant to this Reimbursement Agreement.
The transfer by the City to the Corporation of Reimbursement Revenue for the Series 2013
Bonds shall begin September 5, 2013, and shall continue each March 5 and September 5
thereafter so long as any Series 2013 Bonds remain outstanding.
6. The Corporation will transfer all Reimbursement Revenue received from the City within
two business days after receipt to the Trustee for immediate deposit into the bond fund or
applicable accounts therein as required under the trust indenture and supplements thereto relating
to the Series 2013 Bonds.
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 Series 2013 Bonds.
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 the Series 2013 Bonds, to the Trustee for deposit into
the "Bond Fund" for the Series 2013 Bonds, and such prepayment funds shall be used only to
redeem any outstanding Series 2013 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 Instalhnent of the Assessment against the Facility Property, collect Semi-Annual
Installments, deposit Assessment Revenue into the PID Operating Account and applicable sub-
accounts therein, and use the PID Operating Account and applicable sub-accounts therein 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
Exhibit H Form of Reimbursement Agreement
Page 4
1775.01029353.28
Exhibit H
assert, and the City does not have, and for so long as any Series 2013 Bonds remain 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 Series 2013 Bonds remain outstanding or until
the Reimbursement Amount has been paid in full, will not assert, any defenses to the
Corporation's performance of such obligations.
13. The 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 funds 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 Form of Reimbursement Agreement
Page 5
1775.010129353.28
Exhibit H
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 Development Corporation
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 Kushuia 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"
by the non-performing 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 itntnediate "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.
Exhibit H Form of Reimbursement Agreement
Page 6
1775.010129353.28
Exhibit H
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 the 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. The Trustee shall be a third party beneficiary under this Reimbursement Agreement, and
such Trustee shall be entitled to fully enforce the teens of this Reimbursement Agreement for the
benefit of the holders of the Series 2013 Bonds as if the Trustee were a party to this
Reimbursement Agreement.
21. The tenn of this Reimbursement Agreement shall begin on February , 2013, acrd shall
continue until the Series 2013 Bonds have been paid in full or until the Reimbursement Amount,
including interest, has been paid in full.
IN WITNESS WHEREOF, the Parties have caused this Reimbursement Agreement to be
executed as of February 7, 2013.
City of The Colony, Texas
By:
Joe McCourry, Mayor
Date: February 7, 2013
ATTEST:
Christie Wilson, City Secretary
Exhibit H Fonn of Reimbursement Agreement
Page 7
1775.010\29353.28
Exhibit H
APPROVED AS TO FORM
Jeff Moore, City Attorney
The Colony Development Corporation,
a Texas iron-Profit corporation
By:
President
Date: February 7, 2013
Exhibit H Form of Reimbursement Agreement
Page 8
1775.010129353.28
Exhibit A to Reimbursement Agreement
TIMELINE FOR
ASSESSMENT COLLECTIONS AND PURSUIT OF DELINQUENCIES'
Date: Activi :
August 1, 2013 and Corporation is required to calculate the amount of any Debt Service Shortfall
each February 1 and relating to its Public Improvement Bonds; and, once calculated, the Corporation
August 1 thereafter will certify in writing to the City the amount(s), if any, so calculated.
August 15, 2013 and City will calculate the Semi-Annual Installment and, if any amount is due, the
each February 15 City shall submit a bill to the owner of the Facility Property subject to the
and August 15 Assessment.
thereafter
September 1, 2013 Semi-Annual Installment of Assessment is due to the City.
and each March 1 Semi-Annual Installment of Assessment becomes delinquent if not received by
and September 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
September 5, 2013 sub-account or sub-accounts of the PID Operating Account relating to any
and each March 5 Public Improvement Bonds issued by the Corporation.
and September 5 If the City receives Assessment Revenue that is required to pay the amount of
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
as applicable 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.
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
All capitalized terms shall have the meaning set forth in the Reimbursement Agreement.
Exhibit H Form of Reimbursement Agreement
Page 1
1775.010129353.28
it
Exhibit A to Reimbursement Agreement
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 I immediately following such use.
February 1, 2014 If on any February 1, commencing February 1, 2014, the payment of any Semi-
and each Annual Installment by a property owner remains delinquent, the City, upon
February l direction from the Corporation and/or the Trustee, shall work with its attorney,
thereafter 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 EMN1A 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 I 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 Form of Reimbursement Agreement
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1775.010\29353.28
Exhibit B to Reimbursement Agreement
Bond Debt Service Schedule
&hibit H to The Colony SAP Reimbursement Agreement
Page 1
1775.010129353.28