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HomeMy WebLinkAboutOrdinance No. 2014-2066CITY OF THE COLONY, TEXAS ORDINANCE NO. 2014-2066 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF THE COLONY, TEXAS, APPROVING THE FINAL PROJECT AND REINVESTMENT ZONE FINANCING PLAN FOR TAX INCREMENT REINVESTMENT ZONE NUMBER TWO, CITY OF THE COLONY, TEXAS; PROVIDING A SEVERABILITY CLAUSE; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of The Colony, Texas (hereinafter referred to as the "City"), pursuant to Chapter 311 of the Texas Tax Code, as amended (hereinafter referred to as the "Act"), may designate a geographic area within the City as a tax increment reinvestment zone if the area satisfies the requirements of the Act; and WHEREAS, on December 3, 2013, pursuant to and as required by the Act, the governing body of the City (hereinafter referred to as the "City Council") approved and adopted by Ordinance No. 2013-2033, a Preliminary Reinvestment Zone Financing Plan for Tax Increment Reinvestment Zone Number Two, City of The Colony, Texas, for a proposed tax increment reinvestment zone containing approximately 992.220 acres of property located within the City of The Colony, Texas; and WHEREAS, notice of the public hearing on the creation of the proposed zone was published in the official newspaper of the City at least seven (7) days prior to the public hearing held on December 3, 2013; and WHEREAS, at the public hearing held on December 3, 2013, interested persons were allowed to speak for or against the creation of the zone, the boundaries of the zone, and the concept of tax increment financing, and owners of property in the proposed zone were given a reasonable opportunity to protest the inclusion of their property in the zone; and WHEREAS, after the public hearing on December 3, 2013, the City Council approved Ordinance No. 2013-2034, establishing Reinvestment Zone Number Two, City of The Colony, Texas; and WHEREAS, on April 15, 2014, the Board of Directors for Reinvestment Zone Number Two, City of The Colony, Texas, approved the Final Project and Reinvestment Zone Financing Plan, a copy of which is attached hereto as Exhibit A, and authorized the submission of said plan to the City Council for approval, in accordance with the Act; and WHEREAS, the City Council hereby finds and determines that the adoption of this Ordinance, approving the Final Project and Reinvestment Zone Financing Plan, a copy of which is attached hereto as Exhibit A, is in the best interests of the citizens of the City of The Colony, Texas. NOW THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF THE COLONY, TEXAS: SECTION 1. That each and every one of the recitals, findings, and determinations contained in the preamble to this Ordinance is incorporated into the body of this Ordinance as if fully set forth herein and are hereby found and declared to be true and correct legislative findings and are adopted as part of this Ordinance for all purposes. SECTION 2. That the City Council hereby approves the Final Project and Reinvestment Zone Financing Plan, a copy of which is attached hereto as Exhibit A and is incorporated herein for all purposes. SECTION 3. That if any section, article paragraph, sentence, clause, phrase or word in this Ordinance, or the application thereto to any persons or circumstances, is held invalid or unconstitutional by a Court of competent jurisdiction, such holding shall not affect the validity of the remaining portions of this Ordinance; and the City Council hereby declares it would have passed such remaining portions of this Ordinance despite such invalidity, which remaining portions shall remain in full force and effect. SECTION 4. That this Ordinance shall become effective from and after its date of passage in accordance with law. PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF THE COLONY, TEXAS, THIS THE 15t" DAY OF APRIL, 2014. ATT T: (I C istie Wilson, City Secretary APPROVED AS TO FORM: eff Moored City Attorney �( z-- L � e McCourr , Mayor Exhibit A Final Project Plan and Finance Plan Exhibit PROJECT AND REINVESTMENT ZONE FINANCING PLAN FOR TAX INCREMENT REINVESTMENT ZONE NUMBER TWO, CITY OF THE COLONY, TEXAS April 15, 2014 Page 1 2155.01 138283.13 1. INTRODUCTION. 1.1 Defined Terms. Words and phrases with their initial letters capitalized that are used in, but not defined in, this Section 1 are defined in Section 2. Unless otherwise specified, all references to "Section" shall mean a section of this Project and Reinvestment Zone Financing Plan for Tax Increment Reinvestment Zone Number Two, City of The Colony, Texas, hereinafter referred to as the "Project and Finance Plan," and all references to "Exhibit" shall mean an exhibit attached to and made a part of this Project and Finance Plan for all purposes. 1.2 TIF Projects and TIF Project Costs. Tax increment financing is an economic development tool available for an area designated by the City as a reinvestment zone to pay for: (1) public works within and outside such zone; (2) public improvements within and outside such zone; (3) programs for the public purpose of economic development within such zone, including but not limited to programs under Chapter 380 of the Texas Local Government Code, to make grants of land and grants and loans of money to facilitate and pay for activities that benefit such zone and stimulate business and commercial activity within such zone; (4) other projects that benefit such zone; and (5) costs and expenses incidental to the foregoing works, improvements, programs, and projects. The public works, public improvements, programs, and other projects that benefit the Zone are collectively referred to as the "TIF Projects" and are described in Section b. The costs and expenses of the TIF Projects are collectively referred to as the "TIF Project Costs" and are described in Section 7. TIF Project Costs shall be paid from a portion of the increased ad valorem taxes levied by the City within the Zone. The statute that governs tax increment financing is the Tax Increment Financing Act, Chapter 311 of the Texas Tax Code, as amended (the "Act"). 1.3 The Zone. The City may designate a contiguous or non-contiguous area as a reinvestment zone in accordance with the procedures in the Act, which procedures require the preparation of this Project and Finance Plan. The Zone covered by this Project and Finance Plan consists of approximately 992 mostly undeveloped acres located within the corporate limits of the City and described in Section 3. The City is creating the Zone to promote quality economic development that but for the Zone might be delayed. If the Zone is created, it is contemplated that there will be constructed and operated within the Zone: approximately 2,027 single-family residential homes; attached and multi -family uses; a K-8 school; and commercial development, including retail, restaurant, and convenience store uses. The City Council and the Board have determined that development within the Zone might be delayed for the foreseeable future if only private investment is available to finance improvements. Moreover, the City Council and the Board have determined that the Zone substantially impairs the growth of the City because the Zone is predominately open and undeveloped, because of other development factors such as the need for essential public infrastructure, and because of the need for economic development programs that establish financial incentives to attract new business and commercial activity to the Zone for the purpose of providing long-term economic benefits including, but not limited to, increases in the real property tax base for all taxing units within the Zone, increases in sales and use tax for the City and the State of Texas, and increased job opportunities for residents of the City, the County, and the region. Zone. 1.4 County Participation. It is contemplated that the County will not participate in the Page 2 2155.011\38283.13 1.5 Implementation. To facilitate implementation of the Zone: (1) the Board must prepare, adopt, and recommend, and the City Council must approve, this Project and Finance Plan, which may vary from this Preliminary Finance Plan; and (2) the Board must prepare, adopt, and recommend, and the City Council must approve and authorize the execution of, a Reimbursement Agreement. 2. DEFINITIONS. Words or phrases used in this Project and Finance Plan that have their initial letters capitalized shall have the meanings given to them in this Section 2 unless otherwise defined in this Project and Finance Plan or unless the context in which the words or phrases are used clearly requires a different meaning. 2.1 "Act" is defined in Section 1.2. 2.2 "Board" means the Board of Directors of the Zone. 2.3 "Captured Appraised Value" means the total taxable value of all real property taxable by the City and located in the Zone for any given year less the Tax Increment Base for the City 2.4 "City" means the City of The Colony, Texas, a home -rule municipal corporation. 2.5 "City Council" means the City Council of the City of The Colony, Texas. 2.6 "City Tax Increment" means the lesser of (1) seventy percent (70%) of the Tax Increment for the City, or (2) the amount of total property taxes levied by the City for the year on the real property in the Zone after payment of the Wynnwood Tax Rebates and Wynnwood/MSW Tax Rebates. 2.7 "Coun " means Denton County, Texas. 2.8 "Developer" means Tribute Partners, L.P., a Texas limited partnership, and its successors and assignees. 2.9 "Feasibili Studv" means the Economic Feasibility Study, TIF Reinvestment Zone Number Two, City of The Colony, Texas, dated April 11, 2014 prepared by Stein Planning, LLC, a copy of which is attached as Exhibit C. 2.10 "Preliminary Finance Plan" means the Preliminary Reinvestment Zone Financing Plan for Tax Increment Reinvestment Zone Number Two, City of The Colony, Texas, adopted by Ordinance No. 2013-2033, approved by the City Council of the City, on December 3, 2013, as authorized by Section 311.003(b) of the Act, as amended. 2.11 "Project and Finance Plan" means this Project Plan and Reinvestment Zone Financing Plan for Tax Increment Reinvestment Zone Number Two, City of The Colony, Texas, as amended, prepared, adopted, and recommended by the Board and approved by the City Council. Page 3 2155.011\38283.13 2.12 "Property" means the real property in the Zone described by metes and bounds on Exhibit A-3. 2.13 "Reimbursement Agreement" means an agreement among the Board, the City, and the Developer that will implement this Project and Finance Plan including, but not limited to, the obligation of the City to deposit the City Tax Increment into the Tax Increment Fund and use such fund to reimbursement the Developer for TIF Project Costs, including interest, as provided in Section 7. 2.14 "Schedule 4" means Schedule 4, "TIF Project Costs" attached to the Feasibility Study and attached as Exhibit C. 2.15 "Tax Increment" means, for the City, for each year, the amount of property taxes levied by the City for that year on the Captured Appraised Value of real property taxable by the City and located in the Zone. 2.16 "Tax Increment Base" for the City means the total taxable value of all real property taxable by the City and located in the Zone as of January 1, 2013. 2.17 "Tax Increment Fund" means the tax increment fund required by the Act, and any accounts held therein, for the Zone established by the City into which: (1) the City is required by the Act to deposit the City Tax Increment; (2) the City deposits the proceeds from the issuance of bonds, if any, secured by the Tax Increment Fund; and (3) the City is otherwise required by the Act to deposit any funds. 2.18 "TIF Project Costs" are defined in Section 1.2 and described in Section 7. 2.19 "TIF Projects" are defined in Section 1.2 and described in Section 6. 2.20 "Wynnwood Tax Rebates" means the ad valorem tax incentives (including, but not limited to, tax rebates and economic development "380grants") granted by the Wynnwood Developer Agreement. 2.21 "Wynnwood/MSW Tax Rebates" means the ad valorem tax incentives (including, but not limited to tax rebates and economic development "380 grants") granted by the Wynnwood/MSW Developer Agreement. 2.22 "Wynnwood Developer Agreement" means the Developer's Agreement Between City of The Colony and Wynnwood Peninsula Partners, L.P. effective March 20, 2008, between the City and Wynnwood Peninsula Partners, L.P., a Texas limited partnership, as amended. 2.23 "Wynnwood/MSW Development Agreement" means the Developer's Agreement Between City of The Colony and Wynnwood Peninsula, Ltd. and MSW Wynnwood LLC effective April 19, 2004, among the City, Wynnwood Peninsula, Ltd., and MSW Wynnwood LLC, as amended. Page 4 2155.011\38283.13 2.24 "Zone" means Tax Increment Reinvestment Zone Number Two, City of The Colony, Texas, created by City Ordinance No. 2013-2034, approved by the City Council of the City on December 3, 2013, 3. DESCRIPTIONS AND MAPS OF THE LONE. A map showing existing uses and conditions of property in the Zone is attached as Exhibit A-1. A map showing proposed uses of property in the Zone is attached as Exhibit A-2. A metes and bounds description of the property in the Zone is attached as Exhibit A-3. A boundary map of the Zone is attached as Exhibit A-4. 4. PROPOSED CHANGES TO ORDINANCES, PLANS, CODES, RULES, AND REGULATIONS. There are no proposed changes to any ordinances, plans, codes, rules, or regulations adopted by the City. 5. RELOCATION OF DISPLACED PERSONS. No persons will be displaced or relocated due to the creation of the Zone or as a consequence of implementing this Project and Finance Plan. 6. TIF PROJECTS. Development of the Property will include (i) the construction of the TIF Projects generally described in this Section 6, and (ii) twenty percent (20%) of the cost to staff, operate, and maintain the fire station and police substation. For purposes of this Section 6, "construction" shall include engineering, geotechnical work, earthwork, wet and dry utilities, and related soft costs. 6.1 Elevated Water Storage Tank. An elevated water storage tank to provide additional water capacity to the higher Wynnwood pressure plane in the City. The tank will be made of steel with a 1.0 million gallon storage capacity and will be located at the Wynnwood Pump Station on Lebanon Road. Construction will include interior and exterior coatings, foundation, associated piping, and modifications to the supervisory control and data acquisition (SCADA) system. 6.2 Fire Station and Police Substation. A fire station to provide fire and emergency medical services and reduce response times to fire, rescue, and medical emergencies in the Wynnwood/Tribute portion of the city. The fire station will be designed to provide 24-hour service, housing firefighter/paramedics and apparatus around the clock. The fire station will include four drive-through bays for equipment and living and support quarters for 10 to 12 full- time personnel. The station will also include equipment. The police substation will be a subset of the fire station with two offices, a holding cell, and a lobby with a garage. It is anticipated that the station (for which the size and location of the building and the size of the site will be mutually agreed upon by the City and the Developer) will be in the future town center and that construction will begin in the year 2019. 6.3 Roadway and Infrastructure Improvements. Roadways, including street lighting, signalization, sidewalks, hike/bike trails, irrigation, landscaping, and related water and sewer infrastructure (and, in the case of roadways around the LEISD school site, including underground drainage conduit that will combine with a storm water storage basin connected to the existing storm water inlet in Stonefield), as follows: (1) Bridge Lane (as a 37 -ft collector) from Lebanon Road to the marina and park; (2) Prescott (as a 37 -ft collector) around the LEISD Page 5 2155.011\38283.13 school site; (3) Oxford (as a 37 -ft collector) around the LEISD school site; (4) the extension of Stonefield (as a 37 -ft collector) around the LEISD school site; (5) the realignment and replacement of a portion of Boyd Road as determined by the City and the Developer based on a traffic study prepared by the Developer; (6) a boulevard for the Lakeside Entertainment District; and (7) a roadway connecting Bridge Lane to the marina and park. Construction of the roadway and infrastructure improvements began in year 2013. 6.4 Marina and Park Improvements. Marina and park improvements may include marina excavation, a fitness center, an all-purpose sports field, tennis courts, sand volleyball courts, playground, pavilion with restrooms, boat ramp, wave attenuators, courtesy dock, pier, beach, trailhead, parking, sidewalks, hike/bike trail, fencing, irrigation, landscaping, and lighting for the sports field, tennis courts, and parking areas. It is anticipated that construction of the marina and park improvements will begin in the year 2016. 6.5 Lakeside Entertainment District Improvements. An amphitheater within the Lakeside Entertainment District, including restrooms, parking, water and sewer infrastructure, sidewalks, fencing, irrigated landscaping, and lighting. It is anticipated that construction of the lakeside entertainment improvements will begin in the year 2018. 7. TIF PROJECT COSTS. 7_1 TIF Project Costs. The total estimated TIF Project Costs are $45,991,883. The TIF Project Costs for the TIF Projects described in Sections 6.1 through 6.5 are estimated, in out - year, escalated dollars (as shown on Schedule 4) to be $24,845,485. The subtotals for the categories of capital improvements shown on Schedule 4 may vary by year and in amount so long as the total for all the categories does not exceed $24,845,485). By way of example, the actual cost of the "Roadway and Infrastructure Improvements" may exceed the estimate shown on Schedule 4 (i.e., $8,511,929) so long as the cumulative costs of the remaining categories of capital improvements shown on Schedule 4 are reduced by the amount of the excess so that the total costs for all categories of capital improvements shown on Schedule 4 does not exceed $24,845,485. If the actual cost to construct the Elevated Water Storage Tank exceeds $2,884,000 (whether constructed by the City or the Developer) or if the actual cost to construct the fire station and police substation exceeds $7,224,016 (whether constructed by the City or the Developer), then the total estimated TIF Project Costs and TIF Project Costs for the TIF Projects set forth in this Section 7.1 and on Schedule 4 shall be increased by the amounts by which the actual costs exceed the estimates. 7_2 Additional TIF Project Costs. In addition to the TIF Project Costs described in Section 7.1, TIF Project Costs include: (1) an additional estimated amount of $20,315,253 representing interest on TIF Project Costs paid or incurred to construct the TIF Projects at the rate for the Developer of 6.50% simple interest per annum and at a rate for the City comparable to the interest rate on the City's general obligation debt, all such interest shall begin to accrue when the costs are paid or incurred and shall continue until the Developer or the City has been fully reimbursed for the corresponding TIF Project Cost, or portion thereof, including interest; plus (2) an additional estimated amount in out -year, escalated dollars (as shown on Schedule 4) of $831,146 representing the costs paid or incurred by the City in the administration of the Zone. Page 6 2155.011\38283.13 The amount of interest will be increased proportionally if the TIF Project Costs and TIF Project Costs for the TIF Projects are increased as provided in Section 7.1. 7_3 Staffing Operation, and Maintenance. Although not part of TIF Project Costs defined in Sections 7.1 and 7.2, twenty percent (20%) of the cost to staff, operate, and maintain the fire station and police substation shall be eligible for reimbursement to the City from the Tax Increment Fund. Unless expressly agreed otherwise by. the City and the Developer, the right of the City to be reimbursed from the Tax Increment Fund shall be subordinate to all rights of the Developer to be reimbursed from the Tax Increment Fund pursuant to this Project and Finance Plan. 8. ESTIMATED NON -PROJECT COSTS. The non -project costs for the Zone (i.e., costs that are not reimbursable to the Developer under this Project and Finance Plan) are estimated to be $885,520,000. 9. ECONOMIC FEASIBILITY. Construction of the TIF Projects will benefit the Zone and stimulate further business and commercial activity in the Zone that might be delayed but for the designation of the Zone and implementation of the tax increment financing described in this Project and Finance Plan. The adoption and approval of this Project and Finance Plan by the City Council constitutes a finding by the City Council that the creation of the Zone is feasible based, in part, on the Feasibility Study. 10. ESTIMATED BONDED INDEBTEDNESS. The issuance of bonds secured by the City Tax Increment or the Tax Increment Fund is neither contemplated nor prohibited by this Project and Finance Plan. 11. ESTIMATED TIME WHEN TIF PROJECT COSTS WILL. BE INCURRED, It is anticipated that TIF Project Costs will be incurred beginning in year 2013 and continuing through the year 2019 as described in Section 6 and shown on Schedule 4, except that the costs to administer the Zone and the costs to staff, operate, and maintain the fire station and police substation will continue for the term of the Zone. The schedule may vary as determined by the Developer. 12. CURRENT TOTAL APPRAISED VALUE. The current total appraised value of taxable real property in the Zone is $109,603,378. 13. ESTIMATED CAPTURED APPRAISED VALUE. The estimated captured appraised value of taxable real property in the Zone during each year of its proposed existence is shown on Exhibit B. 14, METHOD OF FINANCING. 14.1 The Developer may construct from time to time as the Developer, in its sole judgment, determines to be necessary, the following TIF Projects: the "Roadway and Infrastructure Improvements" described in Section 6.3, the "Marina and Park Improvements" described in Section 6.4, and the "Lakeside Entertainment District Improvements" described in Section 6.5. If the Developer constructs such improvements, the Developer shall be reimbursed for the corresponding TIF Project Costs of such improvements from the Tax Increment Fund Page 7 2155.011\38283.13 (distributed not less frequently than quarterly) in accordance with the Reimbursement Agreement, which reimbursement shall continue for the term of the Zone or until the Developer has been fully reimbursed, including interest. 14.2 Elevated Water Storage Tank. The City and the Developer shall jointly determine which of them will construct or fund the construction of the Elevated Water Storage Tank described in Section 6.1. 14.2.1 If the Developer (using Developer funds) constructs (or funds the construction pursuant to contracts awarded by the City of) the Elevated Water Storage Tank, then the Developer shall be entitled to reimbursement for the actual TIF Project Costs (estimated to be $2,884,000): (1) from the Tax Increment Fund (distributed not less frequently than quarterly) in accordance with the Reimbursement Agreement, which reimbursement shall continue for the term of the Zone or until the Developer has been fully reimbursed, including interest; and (2) from other sources of security, if any, provided by the City and acceptable to the City and the Developer. The terms and conditions under which the Developer may advance funds to the City to pay contractor draws under City -awarded contracts shall be determined by the City, the Developer, and any lender to the Developer, and all draws paid by the City shall be deemed to be City - approved "TIF Project Costs" that are eligible to be reimbursed to the Developer pursuant to this Project and Finance Plan and the Reimbursement Agreement. Unless expressly agreed otherwise by the City and the Developer, the right of the Developer to be reimbursed from the Tax Increment Fund shall be senior to all rights of the City to be reimbursed from the Tax Increment Fund pursuant to any provision of this Project and Finance Plan. 14.2.2 If the City (using City funds) constructs the Elevated Water Storage Tank, then the City shall be entitled to reimbursement for the actual TIF Project Costs (estimated to be $2,884,000) from the Tax Increment Fund (distributed not less frequently than quarterly), in accordance with the Reimbursement Agreement, which reimbursement shall continue for the term of the Zone or until the City .has been fully reimbursed, including interest. Unless expressly agreed otherwise by the City and the Developer, the right of the City to be reimbursed from the Tax Increment Fund shall be on a parity with (and in proportion to) the rights of the Developer to reimbursement for TIF Project Costs, plus interest, for TIF Projects that, as a minimum, were under construction when the City completed construction of the Elevated Water Storage Tank 14.3 Fire Station and Police Substation. The City and the Developer shall jointly determine which of them will construct the fire station and police substation described in Section 6.2. 14.3.1 If the Developer (using Developer funds) constructs (or funds the construction pursuant to contracts awarded by the City of) the fire station and police substation, then the Developer shall be entitled to reimbursement for the actual TIF Project Costs (estimated to be $7,224,016): (1) from the Tax Increment Fund (distributed not less frequently than quarterly) in accordance with the Reimbursement Agreement, which reimbursement shall continue for the term of the Zone or until the Developer has been fully reimbursed, including interest; and (2) from other sources of security, if any, Page 8 2155,011\38283.13 provided by the City and acceptable to the City and the Developer. The terms and conditions under which the Developer may advance funds to the City to pay contractor draws under City -awarded contracts shall be determined by the City, the Developer, and any lender to the Developer, and all draws paid by the City shall be deemed to be City - approved "TIF Project Costs" that are eligible to be reimbursed to the Developer pursuant to this Project and Finance Plan and the Reimbursement Agreement. Unless expressly agreed otherwise by the City and the Developer, the right of the Developer to be reimbursed from the Tax Increment Fund shall be senior to all rights of the City to be reimbursed from the Tax Increment Fund pursuant to any provision of this Project and Finance Plan. 14.3.2 If the City (using City funds) constructs the fire station and police substation, then the City shall be entitled to reimbursement for the actual TIF Project Costs (estimated to be $7,224,016) from the Tax Increment Fund (distributed not less frequently than quarterly), in accordance with the Reimbursement Agreement, which reimbursement shall continue for the term of the Zone or until the City has been fully reimbursed, including interest. Unless expressly agreed otherwise by the City and the Developer, the City's right to reimbursement: (1) shall at all times be subordinate to the right of the Developer to be reimbursed for TIF Project Costs for the Elevated Water Storage Tank pursuant to Section 14.2.1; (2) for amounts up $7,224,016, shall be on a parity with (and in proportion to) the rights of the Developer to reimbursement for TIF Project Costs, plus interest, for TIF Projects that, as a minimum, were under construction when the City completed construction of the fire station and police substation; and (3) for amounts that exceed $7,224,016, shall be subordinate to all rights of the Developer to be reimbursed from the Tax Increment Fund pursuant to any provision of this Project and Finance Plan. 14.4 The City shall not, without the prior consent of the City and the Developer, pledge, assign, transfer, convey, mortgage, or encumber, in any way, the City Tax Increment or the Tax Increment Fund as security, directly or indirectly, for any bonds or other obligations whether issued by the City or any entity related to, controlled by, or acting on behalf of the City. The Developer shall have the right: (1) to collaterally assign (without the consent of, but with written notice to, the City) to any person or entity (including, but not limited to lenders) any rights of the Developer to be reimbursed for TIF Project Costs from the Tax Increment Fund, and the City agrees that such persons or lenders shall be entitled to notice of any events of default under the Reimbursement Agreement and the opportunity to cure any such events of default without becoming a party to the Reimbursement Agreement or otherwise becoming liable for the duties and obligations of the Developer under the Reimbursement Agreement; and (2) to assign (without the consent of, but with written notice to, the City) to any person or entity, in whole or in part, any duties or obligations of the Developer under the Reimbursement Agreement so long as the assignee agrees to be bound by and becomes a party to the Reimbursement Agreement. If an assignment by the Developer gives the assignee the right to be reimbursed directly by the City from the Tax Increment Fund, the City is authorized to reimburse the assignee directly as provided by the assignment or to reimburse the assignee through a third -party escrow agent selected by the City. If an assignment by the Developer does not authorize direct reimbursement to the assignee, then the City shall have no obligation to assure that reimbursement to the Developer from the Tax Increment Fund will result in reimbursement by the Developer to the Page 9 2155.011\38283.13 assignee. The City will acknowledge receiving notice of any assignment and will execute estoppel certificates with respect to such assignments in form reasonably requested by the assignees. The City acknowledges that lenders to whom collateral assignments are made may require periodic reimbursement from the Tax Increment Fund during the construction period as portions of the TIF Projects are completed and that the City will use all reasonable efforts to enter into one or more construction management agreements with the Developer and its lenders to provide for such periodic reimbursements. The terms and conditions under which the Developer may advance funds to the City to pay contractor draws under City -awarded contracts shall be determined by the City, the Developer, and any lender to the Developer, and all draws paid by the City shall be deemed to be City -approved "TIF Project Costs" that are eligible to be reimbursed to the Developer pursuant to this Project and Finance Plan and the Reimbursement Agreement The Developer and the assignees shall release and hold harmless the City from any claims against the City arising from reimbursements made by the City pursuant to this section or pursuant to any assignment or construction management agreement entered into pursuant to this section. 15. DURATION OF THE ZONE. Unless extended by the City Council in accordance with the Act, the Zone shall terminate on the earlier of. (1) the 25th anniversary of the date the Zone is created; or (2) the date on which all TIF Project Costs, plus interest, have been reimbursed to the City and the Developer as described herein. City Tax Increment collected after termination of the Zone will, however, be deposited in the Tax Increment Fund. The provisions of this Section 15 have been reflected in the ordinance creating the Zone, and shall be reflected in this Project and Finance Plan, and the Reimbursement Agreement. 16. BOUNDARIES OF THE ZONE. The boundaries of the Zone may not be reduced without the consent of the City and the Developer unless and until all TIF Project Costs, plus interest, have been reimbursed to the City and the Developer as described herein. The provisions of this Section 16 have been reflected in the ordinance creating the Zone and shall be reflected in the Reimbursement Agreement. 17. CONFLICTS, VARIATIONS In the event the obligations of the Developer with respect to the fire station and police substation, whether arising from this Project and Finance Plan or from the Reimbursement Agreement, are in conflict with or vary from the obligations of the developers under the Wynnwood Developer Agreement or the Wynnwood/MSW Developer Agreement, the obligations of the Developer under this Project and Finance Plan and Reimbursement Agreement shall control and shall constitute all the obligations of the Developer with respect to the TIF Projects. To the extent of any such conflict or variation, the Wynnwood Developer Agreement and the Wynnwood/MSW Developer Agreement shall be deemed amended to the extent necessary to conform them to the obligations of the Developer with respect to the TIF Projects arising from this Project and Finance Plan or from the Reimbursement Agreement. Notwithstanding the foregoing, nothing in this Project and Finance Plan or in the Reimbursement Agreement shall affect, in any way, the Wynnwood Tax Rebates or the Wynnwood/MSW Tax Rebates. Page 10 2155.011\38283.13 18. LIST OF EXHIBITS. Exhibit A-1: Map of Existing Uses and Conditions in the Zone. Exhibit A-2: Map of Proposed Uses in the Zone Exhibit A-3: Metes and Bounds Description of the Zone Exhibit A-4: Boundary Map of the Zone Exhibit B: Estimated Captured Appraised Value in the Zone Exhibit C: Economic Feasibility Study Page 11 2155.01 1\38283.13 � Y ,/ � �l y. 1.. a l;s. \.� ! i �� � ..4` � i - Vir ';� ., �. , t ,�, p., ..fie S ;;. }� �. li �... .� '��'�� ' , } t ^} ,.�- .. �., . � r ., � �'� t .S �., i ,.�. �t,... x «. �:. �' ti � _ "fir S..t �'. rl N � I 7'$a_ W 0) 01) nCd 1-' 1 M 00 N 00 O N Exhibit A-3 Metes and Bounds Description of the Zone BEING a parcel of land located in Denton County, Texas, a part of the B.B.B. & C.R.R. Survey, Abstract No. 170, a part of the B.B.B. & C.R.R. Survey, Abstract No. 179, a part of the B.B.B. & C.R.R. Survey, Abstract No. 182, a part of the R. Carter Survey, Abstract No. 321, a part of the R. G. Dunlap Survey, Abstract No. 352, a part of the T. D. Luckett Survey, Abstract No. 752, a part of the S. Payton Survey, Abstract No. 1009, a part of the J. Robertson Survey, Abstract No. 1507, a part Boyd Road and Lebanon Road, all of Lot 1, Block 1, Wynnwood Pump Station Addition, an addition to the City of the Colony as recorded in Cabinet W, Page 400, and comprised of that tract of land described in deed to Little Elm Independent School District recorded in Volume 5077, Page 2135, that tract of land described in deed to The Tribute Owners Association, Inc. recorded in Document Number 2008-28999, and portions of those tracts of land described in deeds to Tribute Partners, L.P. recorded in Document Number 2010-69110, Document Number 2010-69111 and Document Number 2010-69114, Denton County Deed Records, and being further described as follows: BEGINNING at a five-eighths inch iron rod found in the west right-of-way line of Lebanon Road (a 120 foot wide right-of-way) at the southwest corner of that 4.430 acre tract of land described as Tract 19 in said Document Number 2010-69114, said point being in the north line of a tract of land conveyed to United States of America (U.S.A.) as recorded in Volume 371, Page 17 and in Volume 468, Page 130, Denton County Deed Records, said point also being the southwest corner of Lebanon Road according to the plat recorded in Cabinet W, Page 268 of the Plat records of Denton County, Texas; THENCE South 89 degrees 18 minutes 15 seconds West, 1950.76 feet to a to a five-eighths inch iron rod found for corner; THENCE North 00 degrees 04 minutes 31 seconds West, 1100.08 feet to a five-eighths inch iron rod found for corner; THENCE North 00 degrees 18 minutes 25 seconds West, 100.14 feet to a five-eighths inch iron rod found for corner; THENCE South 88 degrees 34 minutes 01 seconds West, 511.56 feet to a to a five-eighths inch iron rod found for corner; THENCE North 48 degrees 04 minutes I I seconds West, 355.70 feet to a five-eighths inch iron rod found for corner; THENCE North 30 degrees 57 minutes 56 seconds East, 657.61 feet to a Corp Of Engineer monument found for comer in the take line of Garza -Little Elm Dain and Reservoir (Lake Lewisville); THENCE along the take line of Garza -Little Elm Dam and Reservoir (Lake Lewisville) as follows: North 24 degrees 36 minutes 59 seconds East, 556.05 feet to a point for corner; Page 14 2155.01 1\38283.13 Exhibit A-3 Metes and Bounds Description of the Zone North 71 degrees 45 minutes 30 seconds East, 134.59 feet to a point for corner; North 30 degrees 50 minutes 28 seconds West, 86.29 feet to a point for corner; North 27 degrees 57 minutes 07 seconds East, 466.04 feet to a point for corner; South 68 degrees 13 minutes 00 seconds East, 263.30 feet to a Corp of Engineer monument found for corner; North 64 degrees 05 minutes 52 seconds East, 376.74 feet to a Corp of Engineer monument found for corner; North 89 degrees 33 minutes 08 seconds East, 403.23 feet to a Corp of Engineer monument found for corner; North 00 degrees 15 minutes 14 seconds West, 379.56 feet to a Corp of Engineer monument found for corner; North 61 degrees 45 minutes 56 seconds West, 339.76 feet to a point for corner; North 05 degrees 13 minutes 46 seconds West, 425.54 feet to a point for corner; North 50 degrees 58 minutes 42 seconds East, 150.71 feet to a Corp of Engineer monument found for corner; North 05 degrees 32 minutes 05 seconds East, 662.31 feet to a Corp of Engineer monument found for corner; North 88 degrees 07 minutes 35 seconds East, 42.24 feet to a Corp of Engineer monument found at the southwest corner of Wynnwood Haven Estates, an addition to the County of Denton as recorded in Cabinet E, Page 209, Denton County Map Records; THENCE along the south line of said Wynnwood Haven Estates as follows: North 83 degrees 53 minutes 31 seconds East, 100.47 feet to a one-half inch iron rod found for corner; North 00 degrees 33 minutes 25 seconds West, 7.13 feet to a one-half inch iron rod found for corner; North 89 degrees 16 minutes 35 seconds East, 1215.83 feet to a railroad spike found for the southeast corner of said Wynnwood Haven Estates and said point being in the center of Boyd Road (a prescriptive use right-of-way); THENCE North 01 degrees 02 minutes 51 seconds West, 157.91 feet along the east line of said Wynnwood Haven Estates and along the center of Boyd Road to a one-half inch iron rod found for corner; THENCE North 01 degrees 38 minutes 55 seconds West, 158.18 feet along the east line of said Wynnwood Haven Estates to a Corp of Engineer monument found for corner in the take line of said Garza -Little Elm Dam and Reservoir (Lake Lewisville); THENCE along the take line of said Garza -Little Elm Dam and Reservoir (Lake Lewisville) as follows: North 78 degrees 19 minutes 06 seconds East, 65.66 feet to a one-half inch iron rod found for corner; North 49 degrees 05 minutes 28 seconds East, 322.05 feet to a Corp of Engineer monument found for corner; North 62 degrees 33 minutes 24 seconds East, 1112.30 feet to a one-half inch iron rod found for corner; Page 15 2155.01 1\38283,13 Exhibit A-3 Metes and Bounds Description of the Zone North 36 degrees 39 minutes 40 seconds East, 762.29 feet to a one-half inch iron rod found for corner; North 36 degrees 45 minutes 05 seconds East, 71.39 feet to a Corp of Engineer monument found for corner; South 89 degrees 35 minutes 43 seconds West, 312.09 feet to a Corp of Engineer Monument found for corner; North 45 degrees 22 minutes 05 seconds East, 575.78 feet to a Corp of Engineer monument found for corner; South 66 degrees 13 minutes 05 seconds East, 550.42 feet to a Corp of Engineer monument found for corner; North 55 degrees 31 minutes 30 seconds East, 1063.30 feet to a four inch pipe post found for corner; South 53 degrees 20 minutes 23 seconds East, 99.10 feet to a four inch pipe post found for corner; North 58 degrees 49 minutes 33 seconds East, 39.21 feet to a four inch pipe post found for corner; North 09 degrees 43 minutes 33 seconds West, 105.85 feet to a four inch pipe post found for corner; North 55 degrees 34 minutes 45 seconds East, 532.40 feet to a four inch pipe post found for corner; South 68 degrees 39 minutes 45 seconds East, 111.43 feet to a four inch pipe post found for corner; North 06 degrees 45 minutes 37 seconds East, 122.83 feet to a four inch pipe post found for corner; North 55 degrees 32 minutes 07 seconds East, 542.48 feet to a Corp of Engineer monument found for corner; North 31 degrees 56 minutes 09 seconds West, 949.10 feet to a Corp of Engineer monument found for corner; South 78 degrees 20 minutes 38 seconds East, 400.38 feet to a Corp of Engineer monument found for corner; South 52 degrees 10 minutes 02 seconds East, 727.85 feet to a four inch pipe post found for corner; South 24 degrees 02 minutes 41 seconds West, 30.84 feet to a four inch pipe post found for corner; South 15 degrees 40 minutes 20 seconds East, 51.56 feet to a four inch pipe post found for corner; South 56 degrees 34 minutes 06 seconds East, 24.94 feet to a four inch pipe post found for corner; North 57 degrees 44 minutes 36 seconds East, 62.09 feet to a four inch pipe post found for corner; South 52 degrees 13 minutes 08 seconds East, 775.93 feet to a Corp of Engineer monument found for corner; North 14 degrees 14 minutes 56 seconds East, 649.52 feet to a Corp of Engineer monument found for corner; South 41 degrees 03 minutes 50 seconds East, 472.48 feet to a point for corner; Page 16 2155.011\38283.13 Exhibit A-3 Metes and Bounds Description of the Zone THENCE South 00 degrees 03 minutes 49 seconds East, 414.73 feet to a one inch iron rod found for corner; THENCE South 45 degrees 34 minutes 44 seconds East, 302.88 feet to a one-half inch iron rod found for corner; THENCE South 00 degrees 20 minutes 30 seconds East, 907.31 feet to a point for corner in the south right-of-way line of Lebanon Road; THENCE South 89 degrees 03 minutes 39 seconds West, 229.47 feet along the south right-of- way line of Lebanon Road to a fence post found at the northeast corner of that 3.4209 acre tract of land described as Tract 18 in said Document Number 2010-69114; THENCE South 06 degrees 31 minutes 15 seconds West, 497.49 feet to a Corp of Engineer monument found at the southeast corner of Lot 1, Block 1, Wynnwood Pump Station Addition, an addition to the City of The Colony as recorded in Cabinet W, Page 400, Denton County Map Records; THENCE South 74 degrees 32 minutes 42 seconds West, 309.51 feet to a five-eighths inch iron rod found at the southwest corner of said Lot 1; THENCE North 25 degrees 02 minutes 20 seconds West, 626.50 feet to a one-half inch iron rod found at the northwest corner of said Tract 18, said point being in the south right-of-way line of Lebanon Road (a variable width right-of-way); THENCE South 87 degrees 53 minutes 13 seconds West, 467.96 feet along the south right-of- way line of Lebanon Road to a one-half inch iron rod found for corner in the take line of said Garza -Little Elm Dam and Reservoir (Lake Lewisville); THENCE along the take line of said Garza -Little Elm Dam and Reservoir (Lake Lewisville) as follows: South 20 degrees 51 minutes 24 seconds East, 416.72 feet to a Corp of Engineer monument found for corner; South 00 degrees 55 minutes 33 seconds East, 403.72 feet to a Corp of Engineer monument found for corner; South 44 degrees 17 minutes 33 seconds West, 219.95 feet to a Corp of Engineer monument found for corner; South 23 degrees 13 minutes 58 seconds East, 504.77 feet to a Corp of Engineer monument found for corner; South 66 degrees 15 minutes 07 seconds East, 550.27 feet to a Corp of Engineer monument found for corner; South 14 degrees 52 minutes 10 seconds West, 516.70 feet to a Corp of Engineer monument found for corner; North 89 degrees 36 minutes 35 seconds East, 180.76 feet to a Corp of Engineer monument found for corner; South 34 degrees 14 minutes 35 seconds East, 719.98 feet to a Corp of Page 17 2155.011\38283.13 Exhibit A-3 Metes and Bounds Description of the Zone Engineer monument found for corner; South 00 degrees 16 minutes 25 seconds East, 250.36 feet to a Corp of Engineer monument found for corner; North 79 degrees 20 minutes 17 seconds West, 250.67 feet to a Corp of Engineer monument found for corner; North 28 degrees 43 minutes 02 seconds West, 277.42 feet to a Corp of Engineer monument found for corner; North 02 degrees 25 minutes 23 seconds East, 98.26 feet to a Corp of Engineer monument found for corner; North 18 degrees 43 minutes 27 seconds West, 117.41 feet to a Corp of Engineer monument found for corner; South 72 degrees 44 minutes 51 seconds West, 72.63 feet to a Corp of Engineer monument found for corner; North 28 degrees 43 minutes 02 seconds West, 148.34 feet to a Corp of Engineer monument found for corner; South 17 degrees 36 minutes 10 seconds West, 443.35 feet to a Corp of Engineer monument found for corner; South 26 degrees 30 minutes 09 seconds East, 499.68 feet to a Corp of Engineer monument found for corner; South 28 degrees 32 minutes 02 seconds West, 393.89 feet to a Corp of Engineer monument found for corner; South 46 degrees 00 minutes 17 seconds West, 1038.81 feet to a Corp of Engineer monument found for corner; South 12 degrees 48 minutes 30 seconds West, 196.63 feet to a Corp of Engineer monument found for corner; North 89 degrees 54 minutes 30 seconds West, 375.97 feet to a Corp of Engineer monument found for corner; North 45 degrees 15 minutes 56 seconds West, 148.52 feet to a Corp of Engineer monument found for corner; South 07 degrees 37 minutes 10 seconds West, 109.33 feet to a Corp of Engineer monument found for corner; South 41 degrees 02 minutes 33 seconds West, 342.56 feet to a Corp of Engineer monument found for confer; South 14 degrees 28 minutes 37 seconds West, 199.68 feet to a Corp of Engineer monument found for corner; North 84 degrees 47 minutes 05 seconds West, 199.79 feet to a Corp of Engineer monument found for corner; South 18 degrees 44 minutes 21 seconds West, 230.29 feet to a Corp of Engineer monument found for corner; North 32 degrees 32 minutes 59 seconds West, 559.14 feet to a Corp of Engineer monument found for corner; North 55 degrees 13 minutes 42 seconds West, 119.88 feet to a Corp of Engineer monument found for corner; South 02 degrees 52 minutes 07 seconds West, 50.81 feet to a Corp of Engineer monument found for corner; North 70 degrees 15 minutes 50 seconds West, 300.21 feet to a Corp of Page 18 2155.011\38283.13 Exhibit A-3 Metes and Bounds Description of the Zone Engineer monument found for corner; South 19 degrees 45 minutes 47 seconds East, 850.04 feet to a Corp of Engineer monument found for corner; South 00 degrees 27 minutes 05 seconds East, 188.40 feet to a Corp of Engineer monument found for corner; North 72 degrees 18 minutes 08 seconds West, 699.72 feet to a Corp of Engineer monument found for corner; South 21 degrees 48 minutes 15 seconds East, 775.43 feet to a Corp of Engineer monument found for corner; South 46 degrees 48 minutes 08 seconds West, 700.08 feet to a Corp of Engineer monument found for corner; South 87 degrees 32 minutes 08 seconds West, 330.13 feet to a Corp of Engineer monument found for corner; North 43 degrees 37 minutes 35 seconds West, 499.78 feet to a Corp of Engineer monument found for corner; North 76 degrees 52 minutes 41 seconds West, 399.88 feet to a Corp of Engineer monument found for corner; South 27 degrees 02 minutes 57 seconds East, 460.27 feet to a Corp of Engineer monument found for corner; South 82 degrees 15 minutes 45 seconds West, 450.32 feet to a Corp of Engineer monument found for corner; North 22 degrees 16 minutes 53 seconds East, 300.02 feet to a Corp of Engineer monument found for corner; North 47 degrees 21 minutes 30 seconds West, 375.19 feet to a Corp of Engineer monument found for corner; North 19 degrees 49 minutes 24 seconds West, 798.82 feet to a Corp of Engineer monument found for corner; South 04 degrees 31 minutes 38 seconds West, 1374.07 feet to a Corp of Engineer monument found for corner; THENCE South 89 degrees 09 minutes 14 seconds West, 560.40 feet to a one-half inch iron rod found for corner; THENCE North 00 degrees 29 minutes 35 seconds West, 136.53 feet to a one-half inch iron rod found for corner; THENCE South 89 degrees 18 minutes 15 seconds West, 202.50 feet to the POINT OF BEGINNING and containing 992.220 acres of land. Page 19 2155.01 1 \38283.13 It lic" O N bA td a Exhibit B Estimated Captured Appraised Value in the Zone Page 21 2155.01 1\38283.13 Estinuded TEF Captured Zone Value for Appraised Year Jan. 1, Value Base 2013 $0 1 2014 $41,764,668 2 2015 $66,434,388 3 2016 $99,677,318 4 2017 $151,697,057 5 2018 $219,755,720 6 2019 $277,090,125 7 2020 $351,852,120 8 2021 $419,479,331 9 2022 $501,171,124 10 2023 $575,341,159 11 2024 $664,480,796 12 2025 $745,205,297 13 2026 $812,730,918 14 2027 $895,462,668 15 2028 $981,777,604 16 2029 $1,035,795,635 17 2030 $1,058,703,615 18 2031 $1,082,069,755 19 2032 $1,105,903,217 20 2033 $1,130,213,349 21 2034 $1,155,009,684 22 2035 $1,180,301,945 23 2036 $1,206,100,052 24 2037 $1,232,414,120 25 2038 $1,259,254,470 Page 21 2155.01 1\38283.13 Exhibit C Economic Feasibility Study Economic Feasibility Study, TIF Reinvestment Zone Number Two, City of The Colony, Texas prepared by tein tanning, LLC; Financial analysis for economic development April 11, 2014 Page 22 2155.011\38283.13 Exhibit C Economic Feasibility Study Schedule 4: TIF Project Costs Not" ww apttntpMM: Project oat estiatth mates are by Mews SwAwwat anWor e» City oI Tkxry he Co. 6>� and tbntrg saturates M IW MI ,nraM. Boar may vary. TIF program aftloAft" eajwnn are bead on a TIF imne terra of 28 years. (a) (b) (c) (d) (f) (9) Expense Incurred by May Cost When Emoute EsM sled Cost of FY Ending it COUMy PMI" In 2013 DOMM Sept. 30, Annual kfitdon After: Pr K*W for Capital Invrovemefft Roadway and inhntructure Improvements $280,000 2013 $250.000 $1,750,000 2014 $1.802.800 62,000,000 2018 $2,121,800 #2,000,000 2018 $2,185,454 $1,700.000 2017 $1,913.985 $200 000 2019 3238,810 Subtotal $7.900,000 F8,611,920 Marine Park Impraremwft $11500.000 2018 $1,89,091 $1.M.000 2017 $1.888.283 suMdai s3,000,00o 63,327.354 Lakesids En*ftb wd DWk;t WVmv rnera $2,500,000 2018 $2,868,186 Elevated water Storage Tank $2,900.000 2014 $2,884.000 Fke Station / PONOS SubstNlon 90060 000 2019 $7.224.018 Subtotal for capital WnPMVement principal $22,250,000 $24848,485 Financing for spial knprovan w is $20,315.253 TIF program admin1mrstion tNgar+ftation $20.000 2013 $20,000 Maintenance ® $26.400 ennuaNy 38M M0 2014,2039 $811,148 N31,146 Sutnotel 5880,000 EWMatsd total project 0081s lkMoo wItied TIF revenue, available for TIF projects or reversion to City geneal fund Page 23 2038.2039 2155.011\38283.13 Economic Feasibility Study, TIF Reinvestment Zone Number Two, City of The Colony, Texas prepared by teen arming, LLC Financial analysis for economic development April 11, 2014 Disclaimer: Neither this report nor its conclusions may be referred to or included in any product or part of any offering made in connection with private syndication of equity, sales of bonds, sales of securities or sale of participation interests to the public without express written consent of Stein Planning, LLC. Purpose: The purpose of this economic feasibility evaluation is to determine whether cash flow to a proposed TIF fund is reasonably likely to reimburse project costs anticipated for the TIF fund. The study assumes the area within the TIF zone will be improved in general accord with the types of development, volumes of development and timing of development suggested by Tribute Partners, LP and with other assumptions about taxable values, tax rates and generally stable market conditions. This evaluation is not an opinion about the readiness of markets to absorb proposed development products according to prices or timing contemplated by Tribute Partners, LP. Conclusion: This evaluation concludes that, given the assumptions stated in the schedules and appendix herein, the TIF fund is reasonably likely to accumulate sufficient revenue to reimburse or pay the estimated costs of all the identified TIF project items. The TIF plan therefore appears economically feasible, given fulfillment of the assumptions. TIF Zone Description: TIF Reinvestment Zone Number Two (the "Zone") is entirely within the City of The Colony, on a peninsula in Lake Lewisville, The Zone is generally bisected and served by Lebanon Road, a thoroughfare, leading to local streets. Map 1 locates the zone and its boundaries. The Zone includes PD 18 and PD 23, zoning districts created by The Colony. Parts of PD 18 have been developed with single-family residences, but more than 70% of land area within the Zone is vacant land. Map 2 indicates by aerial photography the current uses and conditions of land in the Zone. The Zone is predominantly open or undeveloped. Absence of secondary and local streets, water supply, water and sewer lines, fire and police services and other services impair continued sound growth of the area. Construction and maintenance of the public improvements facilitated by the TIF Zone would improve the value of land in the Zone and promote continued development. Proposed Development and Forecast of Annual Real Property Tax: With appropriate roads, utilities and other infrastructure, the owner/developer of the Zone anticipates development according to Maps 3 and 4 and Schedules 1 and 2. Schedule 1 addresses the volume and timing of real property development in The Colony's PD 18 zoning district, whereas Schedule 2 addresses development in PD 23, These two schedules also forecast annual taxable values the Denton Central Appraisal District appears likely to assign to real properties if built according to the assumed development program and other assumptions noted on each schedule. Annual real property tax forecasts in the same two schedules are a function of the assumed taxable values and the assumed tax rate. Economic Feasibility Study Stein Planning, LLC, April 11, 2014 Page 1 The City has previously obligated portions of the real property tax generated by PD 18 and PD 23 to the developer for specific terms of years. These commitments are senior to any obligation to a TIF fund. Forecast values of these pre-existing commitments appear in columns (i) and Q) of Schedules 1 and 2, respectively. The far right columns of Schedules 1 and 2 forecast net real property tax retained by The Colony from PD 18 and PD 23 after payment of these previous commitments and before any obligation to a TIF fund. Forecast Cash Flow to a TIF Fund: Schedule 3 calculates a forecast of annual cash flow to a TIF fund through each year of the TIF zone term. Steps in the calculation are: (1) Import the forecast taxable values of PD 18 and PD 23 from Schedule 1 and Schedule 2. Combined forecast values are entered in Column (d). (2) Calculate forecasts of each year's captured appraised value of the TIF zone (column (f)). By Texas law, each year's captured appraised value is the difference between the value of taxable real property liable for taxation by a jurisdiction and the tax increment base. The tax increment base value for this Zone is the value of real property liable for taxation by The Colony for 2013, the year in which the Zone was designated. The tax increment base for 2013 determined by the Denton Central Appraisal District is $109,487,542. (3) Forecast the tax on captured appraised value of real property in the TIF zone (column (g). (4) Multiply the forecast City tax on captured appraised value of the TIF zone by 70%. This yields a hypothetical value of the tax increment the City will deposit to the TIF fund (column (h)). (5) Import from Schedules 1 and 2 the forecasts of real property taxes previously committed to the developer from PD 18 and PD 23. These forecasts of commitment values appear in column (i). (6) Forecast annual tax deposits to the TIF fund. This forecast is in column 0). It is the lesser of (a) 70% of the tax increment or (b) total City real property tax assessed and levied from the TIF zone after deducting the senior commitments to the developer of property taxes from PD 18 and PD 23. Estimated TIF Project Costs: TIF project costs are the expenditures that money in the TIF fund will reimburse or pay. Project cost items are identified in Schedule 4, along with estimated dollar amounts. Total TIF project costs are approximately $46 million, including costs of financing and costs to reimburse estimated City expenses for TIF program administration. . Feasibility of Paying TIF Project Costs with TIF Fund Revenue: Schedule 5 relates forecast annual cash flow to the TIF fund and forecast annual expenses for TIF project costs. It indicates that, if the assumptions of revenue and expenditures hold true, it is Economic Feasibility Study Stein Planning, LLC, April 11, 2014 Page 2 reasonable to expect the TIF fund to reimburse or pay all identified TIF project costs. TIF fund revenue will be impacted by many factors, but primarily by the pace of development and taxable values of development. Revenue may be more or less than the forecast. The planned priority for payout of revenue received by the TIF fund is first to organizational and administrative expenses of the TIF program, then to amortization of interest and principal for public improvements that are TIF project costs. Economic Feasibility Study Stein Planning, LLC, April 11, 2014 Page 3 Map 1: Tax Increment Financing Reinvestment Zone Number Two Location and Boundaries Economic Feasibility Study Stein Planning, LLC, April 11, 2014 Page 4 g m6i Map 3: Proposed Improvements, Tax Increment Financing Reinvestment Zone Number Two �.ww.f sv.c.run. i na.ct nw. M t COMMUNITY MAP _ !M6 rrtIaUrE T« Mow Economic Feasibility Study Stein Planning, LLC, April 11, 2014 Page 6 Map 4: Proposed Uses of Land, Tax Increment Financing Reinvestment Zone Number Two M FUTURE LAND USE MAP_______ THE TFqTE ne co.� Economic Feasibility Study Stein Planning, LLC, April 11, 2014 Page 7 Z4 I 1Iml El O N y � N m d > $Q M : LY N � O p C ro o m ro U 7 E aRD �N e m ! 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NM NM MM Mbo e t � WM W� � W� 0 c O<<< N N N N M M M m d2g, o v fA (A (A eA fA fA Ih d 7 g d .O p m >9 4•- y N tD n W to d N M Co Co LL N N N N N N N N M M M M M M M M M N W OObD000 0 0 0 0 0 g O 0 0 0 0 d 0NN 0N NP N0 0N 0N 0 0 N mcg GC� L O O m _ i0 T N G � to W n W O O N M d' (A W r W /T O N M t to W n co m0 O N N N N N N N N N N N M M M M M M M M M Ln U) E N O U 7 C O d O g q 0 0 0 O O O Q O O O O O O O O O d O O O O (ND - p tpa�qO G.� (DN NNNN NNN NNNN NN NNNNNNNNNNNN 2 W =U Q}.> -a > w .^m.. LL_ C (0 ry< N M t to W r W to O N M t to W n W 01 4 N M t M N f'"N}{if < ««« NN N N N N p H O N m 0. V m R LL E O O w Schedule 4: TIF Project Costs Notes and assumptions: Project cost estimates are by Matthews Southwest and/or the City of The Colony. Expenses and timing estimates are approximate. Both may vary. TIF program administrative expense are based on a TIF zone term of 25 years. (a) (b) (c) (d) (e) (f) (g) Expense Incurred by May Cost When Execute Estimated Cost of FY Ending If r7T676 Category Project in 2013 Dollars__ _ Sept. 30, Annual Inflation Atter; Principal for capital improvements Roadway and Infrastructure Improvements $250,000 2013 $250,000 $1,750,000 2014 $1,802,500 $2,000,000 2015 $2,121,800 $2,000,000 2016 $2,185,454 $1,700,000 2017 $1,913,365 $200,000 2019 $238,810 Subtotal $7,900,000 $8,511,929 Marina Park Improvements $1,500,000 2016 $1,639,091 $1,500,000 2017 $1,688,263 Subtotal $3,000,000 $3,327,354 Lakeside Entertainment District Improvements $2,500,000 2018 $2,898,185 Elevated Water Storage Tank $2,800,000 2014 $2,884,000 Fire Station / Police Substation $6,050,000 2019 $7,224,016 Subtotal for capital improvement principal $22,250,000 $24,845,485 Financing for capital improvements $20,315,253 TIF program administration Organization $20,000 2013 $20,000 Maintenance @ $26,400 annually $660,000 2014-2039 $811,146 Subtotal $680,000 $831,146 Estimated total project costs Uncommitted TIF revenue, available for TIF projects or reversion to other City funds 2032-2039 $45,991,883 $39,084,582 Economic Feasibility Study Stein Planning, LLC, April 11, 2014 Page 11 7 LL LL_ d O 73 d 0 v C d ` �a LL_ P O C w� W w N ro m n M N m 7 M ro ro N M O fh N M O M O M n M W m 0 { M M m N N ro a h U Lu O O h C O N N N m M M r M h 0 N M n n O W M 01 i"_ O L 0) m EL a M ;O m a) LL LI 0 O w d N O m_ N rl � N N M Vii V' � N N M_ LL � yC �+ } PN•. 1O. 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