HomeMy WebLinkAboutResolution No. 2014-022CITY OF THE COLONY, TEXAS
RESOLUTION NO. 2014- 022
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF THE
COLONY, TEXAS, APPROVING A REIMBURSEMENT AGREEMENT
BY AND BETWEEN THE CITY OF THE COLONY, TEXAS, THE
BOARD OF DIRECTORS OF THE TAX INCREMENT REINVESTMENT
ZONE NUMBER TWO, CITY OF THE COLONY, TEXAS, AND
TRIBUTE PARTNERS, L.P., A TEXAS LIMITED PARTNERSHIP,
PROVIDING A SEVERABILITY CLAUSE; AND PROVIDING FOR 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; and
WHEREAS, the Board and the City of The Colony, Texas, desire to enter into a
Reimbursement Agreement, a copy of which is attached hereto as Exhibit A, and is incorporated
herein for all purposes, with Tribute Partners, L.P., a Texas limited partnership addressing the
payment and reimbursement of certain TIF Project Costs.
NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF THE COLONY, TEXAS, THAT:
SECTION 1. The findings set forth above are incorporated into the body of this Resolution
as if fully set forth herein.
SECTION 2. The City Council for the City of The Colony, Texas, hereby approves the
Reimbursement Agreement a copy of which is attached hereto as Exhibit A and is incorporated
herein for all purposes.
SECTION 3. If any section, article paragraph, sentence, clause, phrase or word in this
Resolution, or 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 Resolution; and the City Council hereby declares it would have
passed such remaining portions of this Resolution despite such invalidity, which remaining portions
shall remain in fiill force and effect.
SECTION 4. This Resolution shall become effective immediately upon passage.
PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF THE
COLONY, TEXAS, THIS THE 15TH day of APRIL, 2014.
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Reimbursement Agreement
REIMBURSEMENT AGREEMENT FOR TAX INCREMENT
REINVESTMENT ZONE NUMBER TWO, CITY OF THE COLONY, TEXAS
This Reimbursement Agreement for Reinvestment Zone Number Two, City of The
Colony, Texas (as amended, this "Agreement") is made among the CITY OF THE COLONY,
TEXAS, a Texas home -rule municipality (the "City"); the Board of Directors (the "Board") of
REINVESTMENT ZONE NUMBER TWO, CITY OF THE COLONY, TEXAS, a tax
increment reinvestment zone (the "Zone") created by the City Ordinance No. 2013-2034
approved by the City Council on December 3, 2013, pursuant to Chapter 311 of the Texas Tax
Code, as amended (the "Act"); and TRIBUTE PARTNERS, L.P., a Texas limited partnership
(the "Developer") (each party to this Agreement is individually referred to as a "Party" and
collectively as the "Parties").
1. WHEREAS, on December 3, 2013, the City Council of the City (the "City
Council") passed Ordinance No. 2013-2033 approving the Preliminary Project and Reinvestment
Zone Financing Plan for Tax Increment Reinvestment Zone Number Two, City of The Colony,
Texas (the "Preliminary Plan"); and
2. WHEREAS, on December 3, 2013, the City Council passed Ordinance No.
2013-2034 creating the Zone; and
3. WHEREAS, on April 15, 2014, the Board recommended and the City Council
passed Ordinance No. 2014 - approving the Project and Reinvestment Zone Financing Plan
for Tax Increment Reinvestment Zone Number Two, City of The Colony, Texas (the "Project
Plan"); and
4. WHEREAS, the Project Plan supersedes in its entirety the Preliminary Plan; and
5. WHEREAS, the Developer may construct TIF Projects (hereinafter defined) on
approximately 992.220 acres located within the corporate limits of the City, which property is
described on Exhibit A and depicted by the boundary map on Exhibit A-1 (the "Property"); and
6. WHEREAS, Section 311.010(b) of the Act provides that the Board and the City
may enter into agreements as the City Council and the Board consider necessary or convenient to
implement the Project Plan and achieve it's purposes; and
7. WHEREAS, Section 311.010(h) of the Act authorizes the Board, subject to the
approval of the City Council, to establish and provide for the administration of one or more
programs for the public purposes of developing and diversifying the economy of the Zone,
eliminating unemployment and underemployment in the Zone, and developing or expanding
transportation, business, and commercial activity in the Zone, including programs to make grants
and loans from the tax increment fund of the Zone in an aggregate amount not to exceed the
amount of the tax increment produced by the municipality and paid into the tax increment fund
for the Zone for activities that benefit the Zone and stimulate business and commercial activity in
the Zone. For purposes of Section 311.010(h), on approval of the municipality or county, the
board of directors of the Zone has all the powers of a municipality under Chapter 380, Texas
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Local Government Code, as amended. The approval required by Section 311.010(h) may be
granted in an ordinance, in the case of a zone designated by a municipality, or in an order, in the
case of a zone designated by a county, approving a project plan or reinvestment zone financing
plan or approving an amendment to a project plan or reinvestment zone financing plan; and
8. WHEREAS, the City Council and the Board have determined that it is in the
best interest of the Zone and the City to contract with the Developer to provide for the efficient
and effective implementation of the Project Plan; and
9. WHEREAS, the Developer may construct or cause to be constructed TIF
Projects which will benefit the Zone, the Property, and the City; and
10. WHEREAS, the City and the Board are duly authorized, created, and existing in
good standing under the laws of the State of Texas and are duly qualified and authorized to carry
on the governmental functions and operations as contemplated by this Agreement; and
11. WHEREAS, on April 15, 2014, by Resolution No. 2014- , the City
Council authorized the Board and the City to enter into this Agreement and to thereby dedicate
revenues from the Tax Increment Fund (hereinafter defined) to satisfy the obligations of this
Agreement.
NOW THEREFORE, for and in consideration of the agreements contained herein, and
other good and valuable consideration the receipt and sufficiency of which are acknowledged,
the City, the Board, and Developer agree as follows:
SECTION 1. FINDINGS INCORPORATED.
The foregoing recitals are hereby incorporated into the body of this Agreement and shall
be considered part of the mutual covenants, consideration, and promises that bind the Parties.
SECTION 2. TERM.
This Agreement shall be effective as of the Effective Date and shall terminate on the
earlier of: (1) December 3, 2038, (the 25th anniversary of the date the Zone was created); or (2)
the date on which all TIF Project Costs have been reimbursed to the City and the Developer in
accordance with this Agreement.
SECTION 3. DEFINITIONS.
The following words and phrases shall have the following meanings when used in this
Agreement. Unless otherwise specified, the term "Section" shall mean a section of this
Agreement, and the term "Exhibit" shall mean an exhibit attached to and made a part of this
Agreement.
(a) Act is defined in the introductory paragraph.
(b) Agreement is defined in the introductory paragraph.
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(c) Board is defined in the introductory paragraph. For the purposes of this
Agreement, the Board's address is 6800 Main Street, The Colony, Texas 75056.
(d) 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.
(e) City is defined in the introductory paragraph. For the purposes of this
Agreement, the City's address is 6800 Main Street, The Colony, Texas, 75056.
(f) 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.
(g) Developer is defined in the introductory paragraph. For the purposes of this
Agreement, the Developer's address is Matthews Southwest, 1660 S. Stemmons Freeway, Suite
100, Lewisville, Texas 75067-6315. Attn. Kristian Teleki. Telephone: (972) 221-1199.
(h) Effective Date means the latest date this Agreement is executed by the Parties.
(i) Event of Default is defined in Section 8.
0) Feasibility Study means the Economic Feasibility Study, TIF Reinvestment Zone
Number Two, City of The Colony, Texas, dated October 2013, prepared by Stein Planning, LLC.
(k) Preliminary Plan is defined in WHEREAS clause No. 1.
(1) Project Plan is defined in WHEREAS clause No. 3.
(m) Property is defined in WHEREAS clause No. 5.
(n) Schedule 4 means Schedule 4, "TIF Project Costs" attached to the Feasibility
Study and attached as Exhibit B.
(o) Tax Increment for the City means, 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.
(p) 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, 2011
(q) Tax Increment Fund means the tax increment fund required by the Act and by
Ordinance No. 2013-2034, and any accounts held therein, for the Zone into which: (1) the City is
required to deposit the City Tax Increment; (2) the City deposits the proceeds from the issuance
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of bonds, if any, secured by the Tax Increment Fund; and (3) the City is otherwise required by
the Act to deposit any funds
(r) Term is defined in Section 2.
(s) TIF Projects are defined in Section 4.
(t) TIF Project Costs are defined in Section 5.
(u) "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.
(v) "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.
(w) "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.
(x) "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.
(y) Zone is defined in the introductory paragraph.
SECTION 4. TIF PROJECTS.
Development of the Property will include (i) the construction of the TIF Projects
described in this Section 4, and (ii) twenty percent (20%) of the cost to staff, operate, and
maintain the fire station and police substation described below. For purposes of this Section,
"construction" shall include engineering, geotechnical work, earthwork, wet and dry utilities, and
related soft costs.
(a) 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.
(b) 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
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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.
(c) Staffing Operation, and Maintenance. Although not part of TIF Project Costs,
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 the Project Plan and this Agreement.
(d) 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
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.
(e) 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.
(f) 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.
SECTION 5. TIF PROJECT COSTS.
(a) The total estimated "TIF Project Costs" are $45,991,883. The TIF Project Costs
for the TIF Projects described in Section 4 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
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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 5(a) and on
Schedule 4 shall be increased by the amounts by which the actual costs exceed the estimates.
(b) In addition to the TIF Project Costs for the TIF Projects described in Section 5(a),
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% per annum simple interest 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.
The amount of interest will be increased proportionally if the TIF Project Costs for the TIF
Projects are increased as provided in Section 5(a).
SECTION 6. METHOD OF FINANCING.
(a) 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 4(c), the "Marina and Park Improvements"
described in Section 4(d), and the "Lakeside Entertainment District Improvements" described in
Section 4(e). 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
(distributed not less frequently than quarterly) in accordance with this Agreement, which
reimbursement shall continue for the term of the Zone or until the Developer has been fully
reimbursed, including interest.
(b) Eleyated._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 4(a), including the schedule upon which the construction will occur to
coincide with the Developer's schedule for the development of the Property.
(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 this 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
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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 the Project Plan and this 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 the
Project Plan or this Agreement.
(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 this 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.
(c) 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
4(b), including the schedule upon which the construction will occur to coincide with the
Developer's schedule for the development of the Property.
(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): (i) from the Tax Increment Fund (distributed not less
frequently than quarterly) in accordance with this Agreement, which reimbursement shall
continue for the term of the Zone or until the Developer has been fully reimbursed,
including interest; and (ii) 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 the Project
Plan and this 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 the Project Plan or this Agreement.
(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 this 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
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reimbursement: (i) 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 6(b)(1); (ii) 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 (iii) 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 the Project Plan or this
Agreement.
(d) Governing Regulations. Each of the City and the Developer covenant and agree
to design and construct the TIF Projects in compliance with all applicable laws, ordinances,
rules, and regulations of any governmental authority having jurisdiction over same, including,
without limitation, all applicable design, operations, safety, and environmental laws, ordinances,
rules and regulations of any federal, state, or local authority applicable to the TIF Projects, as
such laws, ordinances, rules, and regulations exist or may be amended or enacted in the future.
(e) Payments from the Tax Increment Fund, Reimbursements to the Developer and
the City for TIF Project Costs shall be only from the Tax Increment Fund, subject to the
conditions and limitations set out in this Agreement, and only to the extent such funds are on
deposit or to be deposited in the Tax Increment Fund after;
(1) payment of costs for the administration of the Zone (including a reasonable fiend
balance recommended by the Board and approved by the City Council);
(2) payment of amounts pledged or required for the payment of any outstanding
bonds approved by the Developer the net proceeds of which are used to reimburse the
City or the Developer; and
(3) the TIF Projects have been completed in accordance with the governing
regulations described in Section 6(d).
Funds on deposit in the Tax Increment Fund shall only be used to reimburse the City and the
Developer for TIF Project Costs as set forth in this Agreement or pledged to or required for the
payment of outstanding bonds approved by the Developer (the net proceeds of which are used
to reimburse the City or the Developer).
SECTION 7 ASSIGNMENT.
(a) The City shall not, without the prior consent of 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.
(b) 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
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Increment Fund, and the City agrees that such persons or lenders shall be entitled to notice of any
events of default under this Agreement and the opportunity to cure any such events of default
without becoming a party to this Agreement or otherwise becoming liable for the duties and
obligations of the Developer under this 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 this Agreement so long as the assignee agrees to be bound by
and becomes a party to this 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 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
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.
SECTION 8. DEFAULT; REMEDIES.
If a Party fails to perform any duty or obligation under this Agreement and such failure is not
cured within 30 days after written notice (or a longer period of time if the failure is not
reasonably capable of being cured within 30 days), then the non-performing Party shall be in
"Default" if the written notice is delivered by a nationally recognized overnight service (e.g.
FedEx or UPS) with evidence of delivery signed by any person at the delivery address. If the
Board or the City is in default, the Developer may pursue any remedies at law or in equity. If the
Developer is in Default, the Board or the City may pursue any remedies available at law or in
equity (including the suspension of reimbursements of TIF Project Costs otherwise due the
Developer until the Default is cured unless such reimbursements were collaterally assigned by
the Developer to any lender prior to the Default, in which case the reimbursements shall not be
suspended). No Default by any Party shall entitle any non -defaulting Party to terminate this
Agreement. Any written notice of non-performance given to the Developer shall also be given to
any assignee of the Developer, and such assignee shall be entitled to cure the Developer's Default
without becoming a Party to this Agreement.
SECTION 9. ADDITIONAL PROVISIONS.
(a) Q),1t1;1cLs-,_Variat>ons. In the event the obligations of the Developer with respect
to the fire station and police substation, whether arising from the Project Plan or this 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
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Developer under the Project Plan and this 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 the Project Plan or this
Agreement. Notwithstanding the foregoing, nothing in the Project Plan or this Agreement shall
affect, in any way, the Wynnwood Tax Rebates or the Wynnwood/MSW Tax Rebates.
(b) Reduction in Zone Boundaries. City and Board covenant and agree that the
boundaries of the Zone may not be reduced without the consent of the Developer unless and until
all TIF Project Costs, plus interest, have been reimbursed to the City and the Developer, as
applicable.
(c) Bonds. Nothing in this Agreement shall be construed to require the City to
approve payments from any source of City Rinds other than the Tax Increment Fund or to
require City to issue tax increment financing bonds, the issuance of such bonds being solely
within the discretion of the City Council with the consent of the City and the Developer.
(d) Permissible Expenditures. The City and The Board declare that the payment
procedures outlined in this Agreement are necessary to implement the Project Plan and that the
payments under this Agreement comply with Section 311.010(b) and Section 311.010(h) of the
Act.
(e) Amendments. This Agreement constitutes the entire understanding and
agreement of the Parties as to the matters set forth in this Agreement. No alteration of or
amendment to this Agreement shall be effective unless given in writing and signed by the party
or parties sought to be charged or bound by the alteration or amendment.
(f) Applicable Law and Venue. This Agreement shall be governed by and construed
in accordance with the laws of the State of Texas, and all obligations of the Parties created
hereunder are performable in Denton County, Texas. Venue for any action arising under this
Agreement shall lie in the State District Courts of Denton County, Texas.
(g) Binding Obligation. This Agreement shall become a binding obligation on the
Parties. Each Party represents and warrants that the individual executing this Agreement on
behalf of the Party has full authority to execute this Agreement and bind the Party to the same.
Each Party represents and warrants that it is duly authorized to enter into this Agreement and to
perform its obligations contemplated hereunder.
(h) Caption Headings. Caption headings in this Agreement are for convenience
purposes only and are not to be used to interpret or define the provisions of this Agreement.
(i) Counterparts. This Agreement may be executed in one or more counterparts, each
of which shall be deemed an original and all of which shall constitute one and the same
document.
Page 10
2155.011\37644.8
J) Entire Agreement. This Agreement represents the final agreement between the
Parties and may not be contradicted by evidence of prior, contemporaneous, or subsequent oral
agreements of the Parties. There are no unwritten oral agreements between the Parties.
(k) Force Majeure. It is expressly understood and agreed by the Parties that if the
performance of any obligations hereunder is delayed by reason of war, civil commotion, acts of
God, inclement weather, fire or other casualty, court injunction, or other cause outside the
control of the Party who is to perform, the Party so obligated or permitted shall be excused from
doing or performing the same during such period of delay, so that the time period applicable to
such obligation or requirement shall be extended for a period of time equal to the period such
Party was delayed.
(1) Severability. The provisions of this Agreement are severable. If any paragraph,
section, subdivision, sentence, clause, or phrase of this Agreement is for any reason held by a
court of competent jurisdiction to be contrary to law or contrary to any rule or regulation have
the force and effect of the law, the remaining portions of the Agreement shall be enforced as if
the invalid provision had never been included.
(m) 'fi��r�{___i of._the Essence. Time is of the essence in the performance of this
Agreement.
(n) Undocumented Workers. The Developer certifies that Developer does not and
will not knowingly employ an undocumented worker in accordance with Chapter 2264 of the
Texas Government Code, as amended. If during the Term Developer is convicted of a violation
under 8 U.S.C. § 1324a(f), Developer shall repay the amount of any public subsidy provided
under this Agreement to Developer plus interest at the rate of seven and one-half percent (7.5%)
not later than the 120t" day after the date the City or Board notifies Developer of the conviction.
(o) List of Exhibits:
Exhibit A: Legal Description of the Property
Exhibit A-1: Boundary Map of the Property
Exhibit B: Schedule 4 — TIF Project Costs
Page 11
2155.011\37644.8
THIS AGREEMENT IS EFFECTIVE AS OF THE EFFECTIVE DATE AS DEFINED
HEREIN.
ATTE
4
istie Wilson, City Secretary
APPROVED AS TO FORM:
Jeff Moorrityrney
CITY:
CITY OF THE COLONY, TEXAS,
a Texas home -rule municipality
By: _.._
e McCourly, Mayor T
Date'
.t1
REINVESTMENT ZONE NUMBER TM70,
CITY OF THE COLONY,
By:
e McCo , C airperson
Date'
Page 12
2155.01 1\37644.8
DEVELOPER:
3DB. ivio vv wv yiiuwuuu Jklol6lings, Tutu.,
a Texas limited partnership,
its general partner
By: MSW Wynnwood Holdings GP, LLC,
a Texas limited liability company
its general partner
By:
Kristian T. Teleki, Senior Vice President
Date:
Page 13
2155,011\37644.8
Exhibit A
Legal Description of the Property
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 11 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 corner in the take line of Garza -Little Elm Dam 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;
North 71 degrees 45 minutes 30 seconds East, 134.59 feet to a point for corner;
Page 14
2155.01 1\37644.8
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 \37644.8
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\37644.8
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\37644.8
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 corner;
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\37644.8
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 \37644.8
s-
0
N
cd
PH
c"I
Exhibit B
TIF Project Costs
Schedule 4:
TIF Project Costs
and assumptions:
$'reject cost ost metas aro by Matthe Southwest andlot the Cth7 of The Colony.
Expenras and timing estimatois ere approximate. Both may vary,
nF pmgram administrative exponse are b od on a TIF zone tarm of 25 years.
(a) (b)
(C)
(d)
(a)
M
(9)
Experme In used
by May
Cost When
Ew--c led,
Estimated Cost
of FY Ending
M F—i
Comm x�
, in 2013 Dopes
SwL 30.
Annual Indatiou to 'W"Q,
Prt t*W for CNOW hWVAnM*
Roadway and Infnsbructum Improvernenb
$250,000
2013
$250,000
$1,750,000
2014
$1,802,500
62,000,000
2015
$2,121,800
$2,000,000
2016
$2,185,454
$1,700,000
2017
$1,913,365
$200,000
2019
$236,610
Subtotal
$7,WO,000
$6,511,929
Marina Patio Improvemants
$1,500,000
2016
$1,639,091
$1,5500,000
2017'
51,668-263
_ Subtotal
�SZXCIPX)1)
_
.,.
Lakaskte EntsrtaUr *M DWO Improvements
$2,500,000
2016
$2.698,166
EW4atW Water Storage Tank
$2,600,000
2014
$2,864,000
F're Station 1 Puttee Substation
$$3060 000
2010
$T224,016
Sipmotal for capita; ptiV4ttt nt pt ra it al
Vx,150,000
52.?.Z45_485
FinanckV for capital Improvements $20,315,253
TIF program adminbtrallon
Organization $20.000 2013 $20,000
Maintenance $26,400 annually $6fW,W0 2014.2038 $811,146
SL,btotaa
Estmated total project Costs
Uncommitted TIF revenw, available Tor TIF projects or nveralon to City general fund
Page 21
2038-2039
$39,084,582
2155.011\37644.8