HomeMy WebLinkAbout2021 0119Agenda Item No:1.5
CITY COUNCIL Agenda Item Report
Meeting Date: January 19, 2021
Submitted by: Mayra Sullivan
Submitting Department: City Secretary
Item Type: Miscellaneous
Agenda Section:
Subject:
Items of Community Interest
Suggested Action:
Attachments:
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Agenda Item No:3.1
CITY COUNCIL Agenda Item Report
Meeting Date: January 19, 2021
Submitted by: Mayra Sullivan
Submitting Department: City Secretary
Item Type: Expenditures
Agenda Section:
Subject:
Discuss Public Information Requests Quarterly Report as presented for Council review. (Council)
Suggested Action:
Attachments:
PIR Quarterly Reports.pdf
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Agenda Item No:3.2
CITY COUNCIL Agenda Item Report
Meeting Date: January 19, 2021
Submitted by: Mayra Sullivan
Submitting Department: City Secretary
Item Type: Miscellaneous
Agenda Section:
Subject:
Council to provide direction to staff regarding future agenda items. (Council)
Suggested Action:
Attachments:
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Agenda Item No:4.1
CITY COUNCIL Agenda Item Report
Meeting Date: January 19, 2021
Submitted by: Tina Stewart
Submitting Department: City Secretary
Item Type: Minutes
Agenda Section:
Subject:
Consider approving City Council Regular Session meeting minutes for January 5, 2021. (Stewart)
Suggested Action:
Attachments:
January 5, 2021 DRAFT Minutes.docx
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1 These items are strictly public service announcements. Expressions of thanks, congratulations or condolences; information
regarding holiday schedules; honorary recognition of city officials, employees or other citizens; reminders about upcoming
events sponsored by the City or other entity that are scheduled to be attended by a city official or city employee. No action
will be taken and no direction will be given regarding these items.
MINUTES OF THE CITY COUNCIL REGULAR SESSION
HELD ON
JANUARY 5, 2021
The Regular Session of the City Council of the City of The Colony, Texas, was called to order
at 6:30 p.m. on the 5
th day of January 2021, at City Hall, 6800 Main Street, The Colony,
Texas, with the following roll call:
Joe McCourry, Mayor
Kirk Mikulec, Councilmember
Richard Boyer, Deputy Mayor Pro Tem
Brian Wade, Councilmember
David Terre, Mayor Pro Tem
Perry Schrag, Councilmember
Joel Marks, Councilmember
Present
Present
Present
Present
Present
Present
Present
And with 7 council members present a quorum was established and the following items were
addressed in this meeting remotely via videoconference.
1.0 ROUTINE ANNOUNCEMENTS, RECOGNITIONS and PROCLAMATIONS
1.1 Call to Order
Mayor McCourry called the meeting to order at 6:30 p.m.
1.2 Invocation
Lance Otey with First Baptist Church delivered the invocation.
1.3 Pledge of Allegiance to the United States Flag
The Pledge of Allegiance to the United States Flag was recited.
1.4 Salute to the Texas Flag
Salute to the Texas Flag was recited.
1.5 Items of Community Interest
2.0 CITIZEN INPUT
None
3.0 WORK SESSION
3.1 Receive a presentation from Matthews Southwest on the LPGA tournament. (Powell)
Kristian Teleki, Senior Vice President of Development Matthews Southwest and Mike
McCabe, General Manager of the Golf Clubs at The Tribute, presented awards to City
Council and staff for their participation during the event. Mr. Teleki announced the next
LPGA event is scheduled for June 28, 2021 through July 4, 2021.
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City Council – Regular Meeting Agenda
January 5, 2021
Page| 2
3.2 Council to provide direction to staff regarding future agenda items. (Council)
None
4.0 CONSENT AGENDA
Motion to approve all items from the Consent Agenda- Wade; second by Boyer, motion carried
with all ayes.
4.1 Consider approving City Council Special Session meeting minutes for December
14, 2020 and Regular Session meeting minutes for December 15, 2020.
4.2 Consider approving the reappointment of all city Boards and Commission members
whose terms were extended until December 31, 2020; and setting the new term
dates for those members from January 1, 2021 through June 30, 2022.
4.3 Consider approving a resolution authorizing the City Manager to accept a bid from
HUBER Technology, Inc. in the amount of $50,246.70 for the complete full service
(parts and labor) rehabilitation of the Huber FineScreens (2 each) and associated
Huber equipment at the Stewart Creek Waste Water Treatment Plant.
RESOLUTION NO. 2021-001
4.4 Consider approving a resolution authorizing the City Manager to execute a
Construction Services Contract in the amount of $104,938.00 with Saber
Development Corporation to install a 12-inch bypass water line from the
Wynnwood Pump Station to an existing 12-inch water line beneath Lebanon
RESOLUTION NO. 2021-002
4.5 Consider approving ordinances amending the Code of Ordinances by repealing the
current editions of International Codes and adopting the 2018 Editions of the
following International Codes - the International Residential Code, International
Building Code, International Mechanical Code, International Plumbing Code,
International Energy Conservation Code, International Fuel Gas Code,
International Swimming Pool and Spa Code, International Existing Building Code,
all with local amendments; repealing the 2011 Edition of the National Electric Code
and replacing it with the 2017 Edition of the National Electric Code with local
amendments, with appendices and amendments related thereto and repealing
various obsolete or redundant sections of the Code and or renumbering various
sections of the Code including 6-5.1, 6-5.2, 6-5.3, 6-6 through 6-12 and 6-109
through 6-112 of the Code of Ordinances.
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January 5, 2021
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ORDINANCE NO. 2021-2418
ORDINANCE NO. 2021-2419
ORDINANCE NO. 2021- 2420
ORDINANCE NO. 2021- 2421
ORDINANCE NO. 2021-2422
ORDINANCE NO. 2021- 2423
ORDINANCE NO. 2021-2424
ORDINANCE NO. 2021- 2425
ORDINANCE NO. 2021- 2426
ORDINANCE NO. 2021-2427
5.0 REGULAR AGENDA ITEMS
5.1 Conduct a public hearing, discuss and consider an ordinance regarding the approval
of a Specific Use Permit (SUP) Amendment to SUP Ordinance No. 2019-2354 to
allow for the existing tattoo parlor operations of "The Gallery TCTX" to be
relocated from 4819 State Highway 121 Office "I" and "J" to 4819 State Highway
Office 121 "G" and "H" containing approximately 812 square feet. The subject site
is located within the Planned Development - 11 (PD-11) Zoning District and
Gateway Overlay District.
Senior Planner, Isaac Williams, presented the proposed ordinance to Council. Mr.
Williams stated the applicant’s request allows for an increase of three (3) tattoo
stations, a reception area, an administration area, a seasonal art display to offer
art classes. He established from the applicant that there would be no other changes
to the establishment. The Development Review Committee finds the SUP meets all
applicable requirements of the Zoning Ordinance and recommends approval. On
December 8, 2020, the Planning and Zoning Commission voted 7-0 to recommend
approval of the SUP.
The public hearing opened and closed at 6:49 p.m. with no speakers.
ORDINANCE NO. 2021-2428
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January 5, 2021
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***ITEM AGENDAS 5.2 AND 5.3 WERE REMOVED FROM THE AGENDA***
5.2 Discuss and consider approving a resolution authorizing the City Manager to
execute a 0.2903 acre Right-of-Way dedication with the City of The Colony, Texas
for the Grandscape Phase 2 Public Improvements Project.
5.3 Discuss and consider approving a resolution authorizing the City Manager to
execute a 0.1851 acre Utility Easement with the City of The Colony, Texas for the
Grandscape Phase 2 Public Improvements Project.
5.4 Discuss and consider a resolution approving bylaws of The Colony Hotel
Development Corporation.
City Attorney, Jeff Moore, provided an update on the proposed resolution. He
stated the bylaws are identical to the Local Development Corporation Bylaws with
slight revisions.
Motion to approve subject to The Colony Hotel Development Corporation approving the bylaws-
Mikulec; second by Marks, motion carried with all ayes.
RESOLUTION NO. 2021-003
6.0 EXECUTIVE SESSION ACTION
ADJOURNMENT
With there being no further business to discuss the meeting adjourned at 6:58 p.m.
APPROVED:
________________________________
Joe McCourry, Mayor
City of The Colony
ATTEST:
_______________________________
Tina Stewart, TRMC, CMC
City Secretary
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Agenda Item No:4.2
CITY COUNCIL Agenda Item Report
Meeting Date: January 19, 2021
Submitted by: Mayra Sullivan
Submitting Department: City Secretary
Item Type: Resolution
Agenda Section:
Subject:
Consider approving a resolution authorizing the City Manager to accept a bid from Fort Bend Services, Inc. for
the annual contract for sludge dewatering chemicals at Stewart Creek Wastewater Treatment Plant. (Stovall)
Suggested Action:
Attachments:
bid #Bid 62-20-21 POLYMER - ANNUAL CONTRACT FOR SLUDGE DEWATERING CHEMICALS Supplier Tab Report.pdf
Polymer Data Summary.xlsx
Res. 2021-xxx Fort Bend Services Bid.docx
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Vendor A Brite Company
Polymer Enviro-brite WTF 256
Feed Cake F #s Poly Can # Poly Bid Price Total cost
%%%Per Can Tons Per 1 Ton Per # poly per # poly per Ton Sludge
Avg Avg Avg Avg Avg Avg
1.28 16.73 0.08 52.93 16.47 3.17 1.51 4.79
Vendor PolyDyne Inc.
Polymer Clarifloc CE-2253
Feed Cake F #s Poly Can # Poly Bid Price Total cost
%%%Per Can Tons Per 1 Ton Per # poly per # poly per Ton Sludge
Avg Avg Avg Avg Avg Avg
1.26 16.94 0.10 50.54 15.95 3.19 1.35 4.31
Vendor Fort Bend Services
Polymer FBS 7802
Feed Cake F #s Poly Can # Poly Bid Price Total cost
%%%Per Can Tons Per 1 Ton Per # poly per # poly per Ton Sludge
Avg Avg Avg Avg Avg Avg
1.27 17.00 0.05 38.20 16.15 2.08 1.20 2.50
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CITY OF THE COLONY, TEXAS
RESOLUTION NO. 2021 - ____
A RESOLUTION OF THE CITY OF THE COLONY, TEXAS AUTHORIZING
THE CITY MANAGER TO ACCEPT THE FORT BEND SERVICES, INC., FOR
THE ANNUAL CONTRACT FOR SLUDGE DEWATERING CHEMICALS AT
STEWART CREEK WASTEWATER TREATMENT PLANT; PROVIDING AN
EFFECTIVE DATE.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF
THE CITY OF THE COLONY, TEXAS:
Section 1. That the City Council of the City of The Colony, Texas hereby authorizes the
City Manager to accept a bid from Fort Bend Services, Inc., for the annual contract for
sludge dewatering chemicals at Stewart Creek Wastewater Treatment Plant.
Section 2. That the City Manager or his designee is authorized to accept the bid.
Section 3. That this resolution shall take effect immediately from and after its passage.
PASSED AND APPROVED by the City Council of the City of The Colony,
Texas this 19th day of January, 2021.
______________________
Joe McCourry, Mayor
City of The Colony, Texas
ATTEST:
___________________________________
Tina Stewart, TRMC, CMC, City Secretary
APPROVED AS TO FORM:
___________________________________
Jeff Moore, City Attorney
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Agenda Item No:4.3
CITY COUNCIL Agenda Item Report
Meeting Date: January 19, 2021
Submitted by: Tina Stewart
Submitting Department: Fire
Item Type: Ordinance
Agenda Section:
Subject:
Consider approving an ordinance amending Chapter 9, Article III, of the Code of Ordinances of the City of The
Colony, Texas, by repealing in its entirety Section 9-40, entitled "Fire Code”, and replacing it with a new Section
9-40, entitled “International Fire Code Adopted", by adopting the 2018 Edition of the International Fire Code, and
Local Amendments to the International Fire Code. (Thompson)
Suggested Action:
Attachments:
Ord. 2021-xxxx International Fire Code and Local Amendments - 2018 Edition.docx
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CITY OF THE COLONY, TEXAS
ORDINANCE NO.2021 -
2018 INTERNATIONAL FIRE CODE WITH LOCAL AMENDMENTS
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF THE
COLONY, TEXAS, AMENDING CHAPTER 9, ARTICLE III, OF THE
CODE OF ORDINANCES OF THE CITY OF THE COLONY, TEXAS, BY
REPEALING IN ITS ENTIRETY SECTION 9-40, ENTITLED “FIRE
CODE”, AND REPLACING IT WITH A NEW SECTION 9-40, ENTITLED
“INTERNATIONAL FIRE CODE ADOPTED,” BY ADOPTING THE 2018
EDITION OF THE INTERNATIONAL FIRE CODE, AND LOCAL
AMENDMENTS TO THE INTERNATIONAL FIRE CODE; PROVIDING A
SEVERABILITY CLAUSE; PROVIDING A REPEALER CLAUSE;
PROVIDING A PENALTY CLAUSE; AND PROVIDING FOR AN
EFFECTIVE DATE.
WHEREAS,the City Council of the City of The Colony, Texas, is of the opinion that the
2018 Edition of the International Fire Code, along with local amendments hereto, should be
adopted as the Fire Code for 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 the findings set forth above are incorporated into the body of this
Ordinance as if fully set forth herein.
SECTION 2.That the Code of Ordinances of the City of The Colony, Texas, be, and the
same is, hereby amended by amending Chapter 9, Article III, by repealing in its entirety Section
9-40, and replacing it with a new Section 9-40, entitled “International Fire Code Adopted,” which
shall read as follows:
“Sec. 9-40. International Fire Code Adopted.
(a)Adoption. The International Fire Code, 2018 edition, is hereby adopted and designated as
the Fire Code for the City of The Colony, Texas. A copy of the 2018 Edition of the
International Fire Code is on file in the office of the city secretary.
(b)Local Amendments. The following provisions are local amendments to the 2018
International Fire Code. Each provision in this subsection is a substitute for the identically
numbered provision contained in the 2018 International Fire Code or is an additional
provision added to the 2018 International Fire Code.
**Section 102.1; change #3 to read as follows:
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3. Existing structures, facilities, and conditions when required in Chapter 11 or in specific sections of this code.
**Section 105.3.3; change to read as follows:
105.3.3 Occupancy Prohibited before Approval.The building or structure shall not be occupied prior to the fire code
official issuing a permit when required and conducting associated inspections indicating the applicable provisions of
this code have been met.
**Section 105.7; add Section 105.7.26 to read as follows:
105.7.26 Electronic access control systems. Construction permits are required for the installation or modification
of an electronic access control system, as specified in Chapter 10. A separate construction permit is required for the
installation or modification of a fire alarm system that may be connected to the access control system. Maintenance
performed in accordance with this code is not considered a modification and does not require a permit.
**Section 202; amend and add definitions to read as follows:
** [B] AMBULATORY CARE FACILITY. Buildings or portions thereof used to provide medical, surgical, psychiatric,
nursing, or similar care on a less than 24-hour basis to persons who are rendered incapable of self-preservation by
the services provided or staff has accepted responsibility for care recipients already incapable. This group may
include but not be limited to the following:
- Dialysis centers
- Procedures involving sedation
-Sedation dentistry
- Surgery centers
- Colonic centers
- Psychiatric centers
** [B] ATRIUM. An opening connecting three or more stories…{remaining text unchanged}
** [B] DEFEND IN PLACE. A method of emergency response that engages building components and trained staff to
provide occupant safety during an emergency. Emergency response involves remaining in place, relocating within
the building, or both, without evacuating the building.
**FIRE WATCH. A temporary measure intended to ensure continuous and systematic surveillance of a building or
portion thereof by one or more qualified individuals or standby personnel when required by the fire code official, for
the purposes of identifying and controlling fire hazards, detecting early signs of unwanted fire, raising an alarm of
fire and notifying the fire department.
**FIREWORKS.Any composition or device for the purpose of producing a visible or an audible effect for
entertainment purposes by combustion, deflagration, or detonation, and/or activated by ignition with a match or
other heat producing device that meets the definition of 1.3G fireworks or 1.4G fireworks. … {Remainder of text
unchanged}…
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**HIGH-PILED COMBUSTIBLE STORAGE: add a second paragraph to read as follows:
Any building classified as a group S Occupancy or Speculative Building exceeding 6,000 sq. ft. that has a clear
height in excess of 14 feet, making it possible to be used for storage in excess of 12 feet, shall be considered to
be high-piled storage. When a specific product cannot be identified, a fire protection system and life safety
features shall be installed as for Class IV commodities, to the maximum pile height.
**HIGH-RISE BUILDING. A building with an occupied floor located more than 55 feet (16 764 mm) above the lowest
level of fire department vehicle access.
**REPAIR GARAGE. A building, structure or portion thereof used for servicing or repairing motor vehicles. This
occupancy shall also include garages involved in minor repair, modification and servicing of motor vehicles for items
such as lube changes, inspections, windshield repair or replacement, shocks, minor part replacement, and other
such minor repairs.
**SELF-SERVICE STORAGE FACILITY. Real property designed and used for the purpose of renting or leasing
individual storage spaces to customers for the purpose of storing and removing personal property on a self-service
basis.
**STANDBY PERSONNEL.Qualified fire service personnel, approved by the Fire Chief. When utilized, the number
required shall be as directed by the Fire Chief. Charges for utilization shall be as normally calculated by the
jurisdiction.
**UPGRADED OR REPLACED FIRE ALARM SYSTEM. A fire alarm system that is upgraded or replaced includes, but
is not limited to the following:
Replacing one single board or fire alarm control unit component with a newer model
Installing a new fire alarm control unit in addition to or in place of an existing one
Conversion from a horn system to an emergency voice/alarm communication system
Conversion from a conventional system to one that utilizes addressable or analog devices
The following are not considered an upgrade or replacement:
Firmware updates
Software updates
Replacing boards of the same model with chips utilizing the same or newer firmware
**Section 307.1.1; change to read as follows:
307.1.1 Prohibited Open Burning. Open burning that is offensive or objectionable because of smoke emissions or
when atmospheric conditions or local circumstances make such fires hazardous shall be prohibited.
Exception: {No change.}
**Section 307.2; change to read as follows:
307.2 Permit Required. A permit shall be obtained from the fire code official in accordance with Section 105.6 prior
to kindling a fire for recognized silvicultural or range or wildlife management practices, prevention or control of
disease or pests, or open burning. Application for such approval shall only be presented by and permits issued to the
owner of the land upon which the fire is to be kindled.
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Examples of state or local law, or regulations referenced elsewhere in this section may include but not be limited to
the following:
1. Texas Commission on Environmental Quality (TCEQ) guidelines and/or restrictions.
2. State, County, or Local temporary or permanent bans on open burning.
3. Local written policies as established by the fire code official.
**Section 307.3; change to read as follows:
307.3 Extinguishment Authority.The fire code official is authorized to order the extinguishment by the permit
holder, another person responsible or the fire department of open burning that creates or adds to a hazardous or
objectionable situation.
**Section 307.4; change to read as follows:
307.4 Location. The location for open burning shall not be less than 300 feet (91 440 mm) from any structure, and
provisions shall be made to prevent the fire from spreading to within 300 feet (91 440 mm) of any structure.
Exceptions: {No change.}
**Section 307.4.3, Exceptions; add exception #2 to read as follows:
Exceptions:
2. Where buildings, balconies and decks are protected by an approved automatic sprinkler system.
Section 307.4.4 and 5; add section 307.4.4 **Section 307.4.4 and 307.4.5; change to read as follows:
307.4.4 Permanent Outdoor Firepit. Permanently installed outdoor firepits for recreational fire purposes shall not
be installed within 10 feet of a structure or combustible material.
Exception: Permanently installed outdoor fireplaces constructed in accordance with the International
Building Code.
307.4.5 Trench Burns. Trench burns shall be conducted in air curtain trenches and in accordance with Section 307.2.
**Section 307.5; change to read as follows:
307.5 Attendance. Open burning, trench burns, bonfires, recreational fires, and use of portable outdoor fireplaces
shall be constantly attended until the… {Remainder of section unchanged}
**Section 308.1.4; change to read as follows:
308.1.4 Open-flame Cooking Devices. Open-flame cooking devices, charcoal grills and other similar devices used
for cooking shall not be located or used on combustible balconies, decks, high-rise structures or within 10 feet (3048
mm) of combustible construction.
Exceptions:
1. One- and two-family dwellings, except that LP-gas containers are limited to a water capacity not greater
than 50 pounds (22.68 kg) [nominal 20 pound (9.08 kg) LP-gas capacity] with an aggregate LP-gas capacity
not to exceed 100 pounds (5 containers).
2. Where buildings, balconies and decks are protected by an approved automatic sprinkler system, except
that LP-gas containers are limited to a water capacity not greater than 50 pounds (22.68 kg) [nominal 20
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pound (9.08 kg) LP-gas capacity], with an aggregate LP-gas capacity not to exceed 40 lbs. (2 containers) or
any high-rise structure.
3. {No change.}
**Section 308.1.6.2, Exception #3; change to read as follows:
Exceptions:
3. Torches or flame-producing devices in accordance with Section 308.1.3.
**Section 308.1.6.3; change to read as follows:
308.1.6.3 Sky Lanterns. A person shall not release or cause to be released an unmanned free-floating device
containing an open flame or other heat source, such as but not limited to a sky lantern.
**Section 311.5; change to read as follows:
311.5 Placards.The fire code official is authorized to require marking of any vacant or abandoned buildings or
structures determined to be unsafe pursuant to Section 110 of this code relating to structural or interior hazards, as
required by Section 311.5.1 through 311.5.5.
**Section 403.5; change Section 403.5 to read as follows:
403.5 Group E Occupancies. An approved fire safety and evacuation plan in accordance with Section 404 shall be
prepared and maintained for Group E occupancies and for buildings containing both a Group E occupancy and an
atrium. A diagram depicting two evacuation routes shall be posted in a conspicuous location in each classroom.
Group E occupancies shall also comply with Sections 403.5.1 through 403.5.3.
**Section 404.2.2; add Number 4.10 to read as follows:
4.10 Fire extinguishing system controls.
**Section 405.4; change Section 405.4 to read as follows:
405.4 Time. The fire code official may require an evacuation drill at any time. Drills shall be held at unexpected
times and under varying conditions to simulate the unusual conditions that occur in case of fire.
**Section 501.4; change to read as follows:
501.4 Timing of Installation. When fire apparatus access roads or a water supply for fire protection is required to
be installed for any structure or development, they shall be installed, tested, and approved prior to the time of which
construction has progressed beyond completion of the foundation of any structure.
**Section 503.1.1; add sentence to read as follows:
Except for one- or two-family dwellings, the path of measurement shall be along a minimum of a ten feet (10’)
wide unobstructed pathway around the external walls of the structure.
**Section 503.2.1; change to read as follows:
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503.2.1 Dimensions. Fire apparatus access roads shall have an unobstructed width of not less than 24 feet (7315
mm), exclusive of shoulders, except for approved security gates in accordance with Section 503.6, and an
unobstructed vertical clearance of not less than 14 feet (4267 mm).
Exception: Vertical clearance may be reduced; provided such reduction does not impair access by fire apparatus
and approved signs are installed and maintained indicating the established vertical clearance when approved.
**Section 503.2.2; change to read as follows:
503.2.2 Authority. The fire code official shall have the authority to require an increase in the minimum access widths
and vertical clearances where they are inadequate for fire or rescue operations.
**Section 503.2.3; change Section 503.2.3 to read as follows:
503.2.3 Surface. Fire apparatus access roads shall be designed and maintained to support imposed loads of 80,000
Lbs. for fire apparatus and shall be surfaced so as to provide all-weather driving capabilities.
**Section 503.2.5; Add Second Sentence:
… Only with the Fire Chief’s approval.
**Section 503.3; change to read as follows:
503.3 Marking.Striping, signs, or other markings, when approved by the fire code official, shall be provided for fire
apparatus access roads to identify such roads or prohibit the obstruction thereof. Striping, signs and other markings
shall be maintained in a clean and legible condition at all times and be replaced or repaired when necessary to
provide adequate visibility.
(1) Striping – Fire apparatus access roads shall be continuously marked by painted lines of red traffic paint six
inches (6”) in width to show the boundaries of the lane. The words “NO PARKING FIRE LANE” or "FIRE LANE NO
PARKING” shall appear in four inch (4”) white letters at 25 feet intervals on the red border markings along both
sides of the fire lanes. Where a curb is available, the striping shall be on the vertical face of the curb.
(2) Signs – Signs shall read “NO PARKING FIRE LANE” or "FIRE LANE NO PARKING” and shall be 12” wide and 18”
high. Signs shall be painted on a white background with letters and borders in red, using not less than 2”
lettering. Signs shall be permanently affixed to a stationary post and the bottom of the sign shall be six feet, six
inches (6’6”) above finished grade. Signs shall be spaced not more than fifty feet (50’) apart along both sides of
the fire lane. Signs may be installed on permanent buildings or walls or as approved by the Fire Chief.
**Section 503.4; change to read as follows:
503.4 Obstruction of Fire Apparatus Access Roads. Fire apparatus access roads shall not be obstructed in any
manner, including the parking of vehicles. The minimum widths and clearances established in Section 503.2.1 and
any area marked as a fire lane as described in Section 503.3 shall be maintained at all times.
**Section 505.1; change to read as follows:
505.1 Address Identification. New and existing buildings shall be provided with approved address identification.
The address identification shall be legible and placed in a position that is visible from the street or road fronting the
property. Address identification characters shall contrast with their background. Address numbers shall be Arabic
numbers or alphabetical letters. Numbers shall not be spelled out. Each character shall be not less than 6 inches
(152.4 mm) high with a minimum stroke width of 1/2 inch (12.7 mm). Where required by the fire code official,
address numbers shall be providedin additional approved locations to facilitate emergency response. Where access
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is by means of a private road, buildings do not immediately front a street, and/or the building cannot be viewed
from the public way, a monument, pole or other sign with approved 6 inch (152.4 mm) height building numerals or
addresses and 4 inch (101.6 mm) height suite/apartment numerals of a color contrasting with the background of the
building or other approved means shall be used to identify the structure. Numerals or addresses shall be posted on
a minimum 20 inch (508 mm) by 30 inch (762 mm) background on border. Address identificationshall be maintained.
Exception:R-3 Single Family occupancies shall have approved numerals of a minimum 3 ½ inches (88.9 mm)
in height and a color contrasting with the background clearly visible and legible from the street fronting the
property and rear alleyway where such alleyway exists.
**507.1.2 Add Section to include distance from Fire Hydrant.
507.1.2 Hydrant Distance. An approved fire hydrant shall be located within 100 feet of the fire department
connection as the fire hose lays along an unobstructed path.
**Section 507.5.4; change to read as follows:
507.5.4 Obstruction. Unobstructed access to fire hydrants shall be maintained at all times. Posts, fences, vehicles,
growth, trash, storage and other materials or objects shall not be placed or kept near fire hydrants, fire department
inlet connections or fire protection system control valves in a manner that would prevent such equipment or fire
hydrants from being immediately discernible. The fire department shall not be deterred or hindered from gaining
immediate access to fire protection equipment or fire hydrants.
**Section 509.1.2; add new Section 509.1.2 to read as follows:
509.1.2 Sign Requirements. Unless more stringent requirements apply, lettering for signs required by this section
shall have a minimum height of 2 inches (50.8 mm) when located inside a building and 4 inches (101.6 mm) when
located outside, or as approved by the fire code official. The letters shall be of a color that contrasts with the
background.
***Section 603.3.2 and 603.3.2.1; change to read as follows:
603.3.1 Fuel oil storage in outside, above-ground tanks. Where connected to a fuel-oil piping system, the maximum
amount of fuel oil storage allowed outside above ground without additional protection shall be 660 gallons (2498 L).
The storage of fuel oil above ground in quantities exceeding 660 gallons (2498 L) shall comply with NFPA 31 and
Chapter 57.
603.3.2 Fuel oil storage inside buildings. Fuel oil storage inside buildings shall comply with Sections 603.3.2.1
through 603.3.2.5 and Chapter 57.
603.3.2.1 Quantity limits. One or more fuel oil storage tanks containing Class II or III combustible liquid shall be
permitted in a building. The aggregate capacity of all tanks shall not exceed the following:
1.660 gallons (2498 L) in unsprinklered buildings, where stored in a tank complying with UL 80, UL 142 or UL
2085 for Class III liquids, and also listed as a double-wall/secondary containment tank for Class II liquids.
2.1,320 gallons (4996 L) in buildings equipped with an automatic sprinkler system in accordance with Section
903.3.1.1, where stored in a tank complying with UL 142 or UL 2085 as a double-wall/secondary
containment tank.
3.3,000 gallons (11 356 L) where stored in protected above-ground tanks complying with UL 2085and Section
5704.2.9.7 and the room is protected by an automatic sprinkler system in accordance with Section
903.3.1.1.
**Section 807.5.2.2 and 807.5.2.3; change to read as follows:
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807.5.2.2 Artwork in Corridors. Artwork and teaching materials shall be limited on the walls of corridors to not more
than 20 percent of the wall area. Such materials shall not be continuous from floor to ceiling or wall to wall. Curtains,
draperies, wall hangings, and other decorative material suspended from the walls or ceilings shall meet the flame
propagation performance criteria of NFPA 701 in accordance with Section 807 or be noncombustible.
Exception: Corridors protected by an approved automatic sprinkler system installed in accordance with Section
903.3.1.1 shall be limited to 50 percent of the wall area.
807.5.2.3 Artwork in Classrooms. Artwork and teaching materials shall be limited on walls of classrooms to not
more than 50 percent of the specific wall area to which they are attached.
Curtains, draperies, wall hangings and other decorative material suspended from the walls or ceilings shall meet the
flame propagation performance criteria of NFPA 701 in accordance with Section 807 or be noncombustible.
**Section 807.5.5.2 and 807.5.5.3; change to read as follows:
807.5.5.2 Artwork in Corridors. Artwork and teaching materials shall be limited on the walls of corridors to not more
than 20 percent of the wall area. Such materials shall not be continuous from floor to ceiling or wall to wall. Curtains,
draperies, wall hangings and other decorative material suspended from the walls or ceilings shall meet the flame
propagation performance criteria of NFPA 701 in accordance with Section 807 or be noncombustible.
Exception: Corridors protected by an approved automatic sprinkler system installed in accordance with Section
903.3.1.1 shall be limited to 50 percent of the wall area.
807.5.5.3 Artwork in Classrooms. Artwork and teaching materials shall be limited on walls of classrooms to not
more than 50 percent of the specific wall area to which they are attached. Curtains, draperies, wall hangings and
other decorative material suspended from the walls or ceilings shall meet the flame propagation performance
criteria of NFPA 701 in accordance with Section 807 or be noncombustible.
***Section 901.6.1; add Section 901.6.1.1 to read as follows:
901.6.1.1 Standpipe Testing. Building owners/managers must maintain and test standpipe systems as per NFPA 25
requirements. The following additional requirements shall be applied to the testing that is required every 5 years:
1.The piping between the Fire Department Connection (FDC) and the standpipe shall be backflushed or
inspected by approved camera when foreign material is present or when caps are missing, and also
hydrostatically tested for all FDC’s on any type of standpipe system. Hydrostatic testing shall also be conducted
in accordance with NFPA 25 requirements for the different types of standpipe systems.
2.For any manual (dry or wet) standpipe system not having an automatic water supply capable of flowing water
through the standpipe, the tester shall connect hose from a fire hydrant or portable pumping system (as
approved by the fire code official) to each FDC, and flow water through the standpipe system to the roof outlet
to verify that each inlet connection functions properly. Confirm that there are no open hose valves prior to
introducing water into a dry standpipe. There is no required pressure criteria at the outlet. Verify that check
valves function properly and that there are no closed control valves on the system.
3.Any pressure relief, reducing, or control valves shall be tested in accordance with the requirements of NFPA
25. All hose valves shall be exercised.
4.If the FDC is not already provided with approved caps, the contractor shall install such caps for all FDC’s as
required by the fire code official.
5.Upon successful completion of standpipe test, place a blue tag (as per Texas Administrative Code, Fire
Sprinkler Rules for Inspection, Test and Maintenance Service (ITM) Tag) at the bottom of each standpipe
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riser in the building. The tag shall be check-marked as “Fifth Year” for Type of ITM, and the note on the back
of the tag shall read “5 Year Standpipe Test” at a minimum.
6.The procedures required by Texas Administrative Code Fire Sprinkler Rules with regard to Yellow Tags and
Red Tags or any deficiencies noted during the testing, including the required notification of the local
Authority Having Jurisdiction (fire code official) shall be followed.
7.Additionally, records of the testing shall be maintained by the owner and contractor, if applicable, as
required by the State Rules mentioned above and NFPA 25.
8.Standpipe system tests where water will be flowed external to the building shall not be conducted during
freezing conditions or during the day prior to expected night time freezing conditions.
9.Contact the fire code official for requests to remove existing fire hose from Class II and III standpipe systems
where employees are not trained in the utilization of this firefighting equipment. All standpipe hose valves
must remain in place and be provided with an approved cap and chain when approval is given toremove hose
by the fire code official.
**Section 901.6.4; add Section 901.6.4 to read as follows:
901.6.4 False Alarms and Nuisance Alarms. False alarms and nuisance alarms shall not be given, signaled or
transmitted or caused or permitted to be given, signaled or transmitted in any manner.
**Section 901.7; change to read as follows:
901.7 Systems Out of Service. Where a required fire protection system is out of service or in the event of an
excessive number of activations, the fire department and the fire code official shall be notified immediately and,
where required by the fire code official, the building shall either be evacuated or an approved fire watch shall be
provided for all occupants left unprotected by the shut down until the fire protection system has been returned to
service. … {Remaining text unchanged}
**Section 903.1.1; change to read as follows:
903.1.1 Alternative Protection.Alternative automatic fire-extinguishing systems complying with Section 904 shall
be permitted in addition to automatic sprinkler protection where recognized by the applicable standard , or as
approved by the fire code official.
**Section 903.2; add paragraph to read as follows and delete the exception:
Automatic Sprinklers shall not be installed in elevator machine rooms, elevator machine spaces, and elevator
hoistways, other than pits where such sprinklers would not necessitate shunt trip requirements under any
circumstances. Storage shall not be allowed within the elevator machine room. Signage shall be provided at the
entry doors to the elevator machine room indicating “ELEVATOR MACHINERY – NO STORAGE ALLOWED.”
**Section 903.2.9; add Section 903.2.9.3 to read as follows:
903.2.9.3 Self-Service Storage Facility. An automatic sprinkler system shall be installed throughout all self-service
storage facilities.
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**Section 903.2.11; change 903.2.11.3 and add 903.2.11.7, 903.2.11.8, and 903.2.11.9 as follows:
903.2.11.3 Buildings 35 feet or more in height. An automatic sprinkler system shall be installed throughout
buildings that have one or more stories , other than penthouses in compliance with Section 1510 of the
International Building Code, located 35 feet (10 668 mm) or more above the lowest level of fire department vehicle
access, measured to the finished floor.
Exceptions:
1. Open parking structures in compliance with Section 406.5 of the International Building Code, having
no other occupancies above the subject garage.
2. Deleted
903.2.11.7 High-Piled Combustible Storage. For any building with a clear height exceeding 12 feet (4572 mm),
see Chapter 32 to determine if those provisions apply.
903.2.11.8 Spray Booths and Rooms. New and existing spray booths and spraying rooms shall be protected by an
approved automatic fire-extinguishing system.
903.2.11.9 Buildings Over 6,000 sq. ft. An automatic sprinkler system shall be installed throughout all buildings
with a building area 6,000 sq. ft. or greater and in all existing buildings that are enlarged to be 6,000 sq. ft. or
greater. For the purpose of this provision, fire walls shall not define separate buildings.
Exception:Open parking garages in compliance with Section 406.5 of the International Building Code.
**Section 903.3.1.1.1; change to read as follows:
903.3.1.1.1 Exempt Locations. When approved by the fire code official, automatic sprinklers shall not be required
in the following rooms or areas where such ... {text unchanged}… because it is damp, of fire-resistance-rated
construction or contains electrical equipment.
1.Any room where the application of water, or flame and water, constitutes a serious life or fire hazard.
2.Any room or space where sprinklers are considered undesirable because of the nature of the contents,
when approved by the code official.
3.Generator and transformer rooms, under the direct control of a public utility, separated from the remainder
of the building by walls and floor/ceiling or roof/ceiling assemblies having a fire-resistance rating of not less
than 2 hours.
4.Delete
5.Elevator machine rooms, machinery spaces, and hoistways, other than pits where such sprinklers would
not necessitate shunt trip requirements under any circumstances.
6.{Delete.}
***Section 903.3.1.2.3; delete section and replace as follows:
[F] Section 903.3.1.2.3 Attached Garages and Attics. Sprinkler protection is required in attached garages, and in
the following attic spaces:
1.Attics that are used or intended for living purposes or storage shall be protected by an automatic
sprinkler system.
2.Where fuel-fired equipment is installed in an unsprinklered attic, not fewer than one quick-response
intermediate temperature sprinkler shall be installed above the equipment.
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3. Attic spaces of buildings that are two or more stories in height above grade plane or above the lowest
level of fire department vehicle access.
4.Group R-4, Condition 2 occupancy attics not required by Item 1 or 3 to have sprinklers shall comply
with one of the following:
4.1. Provide automatic sprinkler system protection.
4.2. Provide a heat detection system throughoutthe attic that is arranged to activate the building
fire alarm system.
4.3. Construct the attic using noncombustible materials.
4.4. Construct the attic using fire-retardant-treated wood complying with Section 2303.2 of the
International Building Code.
4.5. Fill the attic with noncombustible insulation.
**Section 903.3.1.3; change to read as follows:
903.3.1.3 NFPA 13D Sprinkler Systems.Automatic sprinkler systems installed in one- and two-family dwellings;
Group R-3; Group R-4,Condition 1;and townhouses shall be permitted to be installed throughout in accordance with
NFPA 13D or in accordance with state law.
**Section 903.3.1.4; add to read as follows:
[F] 903.3.1.4 Freeze protection.Freeze protection systems for automatic fire sprinkler systems shall be in
accordance with the requirements of the applicable referenced NFPA standard and this section.
903.3.1.4.1 Attics.Only dry-pipe, preaction, or listed antifreeze automatic fire sprinkler systems shall be allowed to
protect attic spaces.
Exception:Wet-pipe fire sprinkler systems shall be allowed to protect non-ventilated attic spaces
where:
1.The attic sprinklers are supplied by a separate floor control valve assembly to allow ease
of draining the attic system without impairing sprinklers throughout the rest of the
building, and
2.Adequate heat shall be provided for freeze protection as per the applicable referenced
NFPA standard, and
3.The attic space is a part of the building’s thermal, or heat, envelope, such that insulation
is provided at the roof deck, rather than at the ceiling level.
903.3.1.4.2 Heat trace/insulation.Heat trace/insulation shall only be allowed where approved by the fire code
official for small sections of large diameter water-filled pipe.
**Section 903.3.5; add a second paragraph to read as follows:
Water supply as required for such systems shall be provided in conformance with the supply requirements of the
respective standards; however, every water-based fire protection system shall be designed with a 10 psi safety
factor. Reference Section 507.4 for additional design requirements.
**Section 903.4; add a second paragraph after the exceptions to read as follows:
Sprinkler and standpipe system water-flow detectors shall be provided for each floor tap to the sprinkler system and
shall cause an alarm upon detection of water flow for more than 45 seconds. All control valves in the sprinkler and
standpipe systems except for fire department hose connection valves shall be electrically supervised to initiate a
supervisory signal at the central station upon tampering.
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**Section 903.4.2; add second paragraph to read as follows:
The alarm device required on the exterior of the building shall be a weatherproof horn/strobe notification appliance
with a minimum 75 candela strobe rating, installed as close as practicable to the fire department connection.
**Section 905.2; change to read as follows:
905.2 Installation Standard. Standpipe systems shall be installed in accordance with this section and NFPA 14.
Manual dry standpipe systems shall be supervised with a minimum of 10 psig and a maximum of 40 psig air pressure
with a high/low alarm.
***Section 905.3; add Section 905.3.9 and exception to read as follows:
905.3.9 Buildings Exceeding 10,000 sq. ft.In buildings exceeding 10,000 square feet in area per story and where any
portion of the building’s interior area is more than 200 feet (60960 mm) of travel, vertically and horizontally, from
the nearest point of fire department vehicle access, Class I automatic wet or manual wet standpipes shall be
provided.
Exceptions:
1.Automatic dry, semi-automatic dry, and manual dry standpipes are allowed as provided for in NFPA 14
where approved by the fire code official.
2.R-2 occupancies of four stories or less in height having no interior corridors.
**Section 905.3.1 Height.
1.Three or more stories are above or below grade plane.
**Section 905.4, change Item 1, 3, and 5, and add Item 7 to read as follows:
1. In every required exit stairway, a hose connection shall be provided for each story above and below grade
plane. Hose connections shall be located at an intermediate landing between stories, unless otherwise
approved by the fire code official.
2. {No change.}
3. In every exit passageway, at the entrance from the exit passageway to other areas of a building.
Exception: Where floor areas adjacent to an exit passageway are reachable from an exit stairway hose
connection by a {remainder of text unchanged}
4. {No change.}
5. Where the roof has a slope less than four units vertical in 12 units horizontal (33.3-percent slope), each
standpipe shall be provided with a two-way hose connection located to serve the roof or at the highest
landing of an exit stairway with stair access to the roof provided in accordance with Section 1011.12.
6. {No change.}
7.When required by this Chapter, standpipe connections shall be placed adjacent to all required exits to the
structure and at two hundred feet (200’) intervals along major corridors thereafter, or as otherwise approved
by the fire code official.
**Section 905.9; add a second paragraph after the exceptions to read as follows:
Sprinkler and standpipe system water-flow detectors shall be provided for each floor tap to the sprinkler system and
shall cause an alarm upon detection of water flow for more than 45 seconds. All control valves in the sprinkler and
standpipe systems except for fire department hose connection valves shall be electrically supervised to initiate a
supervisory signal at the central station upon tampering.
**Section 907.1; add Section 907.1.4 and 907.1.4.1 to read as follows:
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907.1.4 Design Standards. Where a new fire alarm system is installed, the devices shall be addressable. Fire alarm
systems utilizing more than 20 smoke detectors shall have analog initiating devices.
**Section 907.2.1; change to read as follows:
907.2.1 Group A. A manual fire alarm system that activates the occupant notification system in accordance with
Section 907.5 shall be installed in Group A occupancies having an occupant load of 300 or more persons, or where
the occupant load is more than 100 persons above or below the lowest level of exit discharge. Group A occupancies
not separated from one another in accordance with Section 707.3. 10 of the International Building Code shall be
considered as a single occupancy for the purposes of applying this section. Portions of Group E occupancies occupied
for assembly purposes shall be provided with a fire alarm system as required for the Group E occupancy.
Exception: {No change.}
Activation of fire alarm notification appliances shall:
1. Cause illumination of the means of egress with light of not less than 1 foot-candle (11 lux) at the walking
surface level, and
2. Stop any conflicting or confusing sounds and visual distractions.
**Section 907.2.3; change to read as follows:
907.2.3 Group E. A manual fire alarm system that initiates the occupant notification signal utilizing an emergency
voice/alarm communication system meeting the requirements of Section 907.5.2.2 and installed in accordance with
Section 907.6 shall be installed in Group E educational occupancies. When automatic sprinkler systems or smoke
detectors are installed, such systems or detectors shall be connected to the building fire alarm system. An approved
smoke detection system shall be installed in Group E day care occupancies. Unless separated by a minimum of 100'
open space, all buildings, whether portable buildings or the main building, will be considered one building for alarm
occupant load consideration and interconnection of alarm systems.
Exceptions:
1.{No change.}
1.1. Residential In-Home day care with not more than 12 children may use interconnected single
station detectors in all habitable rooms. (For care of more than five children 2 1/2 or less years of
age, see Section 907.2.6.) {No change to remainder of exceptions.}
**Section 907.2.12, Exception 3; change to read as follows:
3.Open air portions of buildings with an occupancy in Group A-5 in accordance with Section 303.1 of the
International Building Code; however, this exception does not apply to accessory uses including but not limited
to sky boxes, restaurants, and similarly enclosed areas.
**Section 907.4.2; add Section 907.4.2.7 to read as follows:
907.4.2.7 Type.Manual alarm initiating devices shall be an approved double action type.
**Section 907.6.1; add Section 907.6.1.1 to read as follows:
907.6.1.1 Wiring Installation. All fire alarm systems shall be installed in such a manner that a failure of any single
initiating device or single open in an initiating circuit conductor will not interfere with the normal operation of other
such devices. All signaling line circuits (SLC) shall be installed in such a way that a single open will not interfere with
the operation of any addressable devices (Class A). Outgoing and return SLC conductors shall be installed in
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accordance with NFPA 72 requirements for Class A circuits and shall have a minimum of four feet separation
horizontal and one foot vertical between supply and return circuit conductors. The initiating device circuit (IDC)
from a signaling line circuit interface device may be wired Class B, provided the distance from the interface device
to the initiating device is ten feet or less.
**Section 907.6.3; delete all four Exceptions.
**Section 907.6.3.1.1 to read as follows:
Graphical annunciation of initiating devices shall be provided for large, complex floor plans where required by the
fire code official or other sections of this code.
**Section 907.6.3.2 to read as follows:
907.6.3.2 Communication requirements. All alarm systems, new or replacement, shall transmit alarm, supervisory
and trouble signals descriptively to the approved central station, remote supervisory station or proprietary
station as defined in NFPA 72, with the correct device designation and location of addressable device
identification. Alarms shall not be permitted to be transmitted as a general alarm or zone condition.
**Section 907.6.6; – add sentence at end of paragraph to read as follows:
See 907.6.3 for the required information transmitted to the supervising station.
**Section 907.6.7 to read as follows:
907.6.7 Waterflow notification. When required by Section 903.4.2, an exterior audible and visible notification device
shall be provided on the exterior of the building and shall be located above the fire department connection. The
notification device shall operate on a waterflow alarm only, shall be non-silenceable and shall continue to operate
after the panel is silenced on the condition the alarm was a waterflow alarm only. The notification device shall wired
from the fire alarm control panel as a dedicated latching circuit. Minimum candela rating for the notification device
shall be 75 (cd) candela.
**Section 907.10 to read as follows:
907.10 Interconnection. Fire alarm systems installed in multi-building developments which share a common address
shall be interconnected. Each building shall be provided with a fire alarm panel which reports back to a common
location for signal transmission to the monitoring station. Each building will be provided with full command and
control of its system without the need to reset from the signal transmitting location. All alarms shall annunciate at
a normally occupied location per 907.6.3.
**Section 909.22; add to read as follows:
909.22 Stairway or Ramp Pressurization Alternative. Where the building is equipped throughout with an automatic
sprinkler system in accordance with Section 903.3.1.1 and the stair pressurization alternative is chosen for
compliance with Building Code requirements for a smokeproof enclosure, interior exit stairways or ramps shall be
pressurized to a minimum of 0.10 inches of water (25 Pa) and a maximum of 0.35 inches of water (87 Pa) in the shaft
relative to the building measured with all interior exit stairway and ramp doors closed under maximum anticipated
conditions of stack effect and wind effect. Such systems shall comply with Section 909, including the installation of
a separate fire-fighter’s smoke control panel as per Section 909.16, and a Smoke Control Permit shall be required
from the fire department as per Section 105.7.
909.22.1 Ventilating equipment.The activation of ventilating equipment for the stair or ramp pressurization system
shall be by smoke detectors installed at each floor level at an approved location at the entrance to the smokeproof
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enclosure. When the closing device for the stairway or ramp shaft and vestibule doors is activated by smoke
detection or power failure, the mechanical equipment shall activate and operate at the required performance levels.
Smoke detectors shall be installed in accordance with Section 907.3.
909.22.1.1 Ventilation Systems.Smokeproof enclosure ventilation systems shall be independent of other building
ventilation systems. The equipment, control wiring, power wiring and ductwork shall comply with one of the
following:
1. Equipment, control wiring, power wiring and ductwork shall be located exterior to the building and
directly connected to the smokeproof enclosure or connected to the smokeproof enclosure by ductwork
enclosed by not less than 2-hour fire barriers constructed in accordance with Section 707 of the Building
Code or horizontal assemblies constructed in accordance with Section 711 of the Building Code, or both.
2. Equipment, control wiring, power wiring and ductwork shall be located within the smokeproof enclosure
with intake or exhaust directly from and to the outside or through ductwork enclosed by not less than
2-hour barriers constructed in accordance with Section 707 of the Building Code or horizontal assemblies
constructed in accordance with Section 711 of the Building Code, or both.
3. Equipment, control wiring, power wiring and ductwork shall be located within the building if separated
from the remainder of the building, including other mechanical equipment, by not less than 2-hour fire
barriers constructed in accordance with Section 707 of the Building Code or horizontal assemblies
constructed in accordance with Section 711 of the Building Code, or both.
Exceptions:
1. Control wiring and power wiring utilizing a 2-hour rated cable or cable system.
2. Where encased with not less than 2 inches (51 mm) of concrete.
3. Control wiring and power wiring protected by a listed electrical circuit protective systems with a fire-
resistance rating of not less than 2 hours.
909.21.1.2 Standby Power.Mechanical vestibule and stairway and ramp shaft ventilation systems and automatic
fire detection and suppression systems shall be provided with standby power in accordance with Section 2702 of
the Building Code.
909.22.1.3 Acceptance and Testing. Before the mechanical equipment is approved, the system shall be testedin the
presence of the fire code official to confirm that the system is operating in compliance with these requirements.
**Section 910.2; change Exception 2. and 3.to read as follows:
2. Only manual smoke and heat removal shall be required in areas of buildings equipped with early suppression
fast-response (ESFR) sprinklers. Automatic smoke and heat removal is prohibited.
3.Only manual smoke and heat removal shall be required in areas of buildings equipped with control mode
special application sprinklers with a response time index of 50(m*S)1/2 or less that are listed to control a fire
in stored commodities with 12 or fewer sprinklers. Automatic smoke and heat removal is prohibited.
**Section 910.2; add subsections 910.2.3 with exceptions to read as follows:
910.2.3 Group H.Buildings and portions thereof used as a Group H occupancy as follows:
1.In occupancies classified as Group H-2 or H-3, any of which are more than 15,000 square feet (1394 m2) in
single floor area.
Exception: Buildings of noncombustible construction containing only noncombustible materials.
2.In areas of buildings in Group H used for storing Class 2, 3, and 4 liquid and solid oxidizers, Class 1 and
unclassified detonable organic peroxides, Class 3 and 4 unstable (reactive) materials, or Class 2 or 3 water-
reactive materials as required for a high-hazard commodity classification.
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Exception: Buildings of noncombustible construction containing only noncombustible materials.
**Section 910.3; add section 910.3.4 to read as follows:
910.3.4 Vent Operation. Smoke and heat vents shall be capable of being operated by approved automatic and
manual means. Automatic operation of smoke and heat vents shall conform to the provisions of Sections 910.3.2.1
through 910.3.2.3.
910.3.4.1 Sprinklered buildings. Where installed in buildings equipped with an approved automatic sprinkler
system, smoke and heat vents shall be designed to operate automatically.
The automatic operating mechanism of the smoke and heat vents shall operate at a temperature rating at least 100
degrees F (approximately 38 degrees Celsius) greater than the temperature rating of the sprinklers installed.
Exception: Manual only systems per Section 910.2.
910.3.4.2 Nonsprinklered Buildings. Where installed in buildings not equipped with an approved automatic sprinkler
system, smoke and heat vents shall operate automatically by actuation of a heat-responsive device rated at between
100°F (56°C) and 220°F (122°C) above ambient.
Exception:Listed gravity-operated drop out vents.
**Section 910.4.3.1; change to read as follows:
910.4.3.1 Makeup Air. Makeup air openings shall be provided within 6 feet (1829 mm) of the floor level. Operation
of makeup air openings shall be automatic. The minimum gross area of makeup air inlets shall be 8 square feet per
1,000 cubic feet per minute (0.74 m2 per 0.4719 m3/s) of smoke exhaust.
**Section 912.2; add Section 912.2.3 to read as follows:
912.2.3 Hydrant Distance. An approved fire hydrant shall be located within 100 feet of the fire department
connection as the fire hose lays along an unobstructed path.
**Section 913.2.1; add second paragraph and exception to read as follows:
When located on the ground level at an exterior wall, the fire pump room shall be provided with an exterior fire
department access door that is not less than 3 ft. in width and 6 ft. – 8 in. in height, regardless of any interior doors
that are provided. A key box shall be provided at this door, as required by Section 506.1.
Exception:When it is necessary to locate the fire pump room on other levels or not at an exterior wall, the
corridor leading to the fire pump room access from the exterior of the building shall be provided with equivalent
fire resistance as that required for the pump room, or as approved by the fire code official. Access keys shall be
provided in the key box as required by Section 506.1.
**Section 914.3.1.2; change to read as follows:
914.3.1.2 Water Supply to required Fire Pumps. In buildings that are more than 120 feet (37 m) in building height,
required fire pumps shall be supplied by connections to no fewer than two water mains located in different streets.
Separate supply piping shall be provided between each connection to the water main and the pumps. Each
connection and the supply piping between the connection and the pumps shall be sized to supply the flow and
pressure required for the pumps to operate.
Exception: {No change to exception.}
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**Section 1006.2.2.7; Add Section 1006.2.2.7 as follows:
1006.2.2.7 Electrical Rooms.For electrical rooms, special exiting requirements may apply. Reference the electrical
code as adopted.
**Section 1009.8; add the following Exception 7:
Exceptions:
7. Buildings regulated under State Law and built in accordance with State registered plans, including variances or
waivers granted by the State, shall be deemed to be in compliance with the requirements of Section 1009 and
chapter 11.
**Section 1010.1.9.5 Bolt Locks; amend exceptions 3 and 4 as follows:
Exceptions:
3. Where a pair of doors serves an occupant load of less than 50 persons in a Group B, F, M or S occupancy.
(Remainder unchanged)
4. Where a pair of doors serves a Group A, B, F, M or S occupancy (remainder unchanged)
**Section 1020.1 Construction; add exception 6 to read as follows:
6. In group B occupancies, corridor walls and ceilings need not be of fire-resistive construction within a single tenant
space when the space is equipped with approved automatic smoke-detection within the corridor. The actuation of
any detector must activate self-annunciating alarms audible in all areas within the corridor. Smoke detectors must
be connected to an approved automatic fire alarm system where such system is provided.
**Section 1029.1.1.1 Spaces under grandstands and bleachers; delete this section.
**Section 1031.2; change to read as follows:
1031.2 Reliability. Required exit accesses, exits and exit discharges shall be continuously maintained free from
obstructions or impediments to full instant use in the case of fire or other emergency. An exit or exit passageway
shall not be used for any purpose that interferes with a means of egress.
**Section 1103.3; add sentence to end of paragraph as follows:
Provide emergency signage as required by Section 606.3.
**Section 1103.5.1: add sentence to read as follows:
Fire sprinkler system installation shall be completed within 24 months from date of notification by the fire code
official.
**Section 1103.5; add Section 1103.5.5 to read as follows:
1103.5.5 Spray Booths and Rooms. Existing spray booths and spray rooms shall be protected by an approved
automatic fire-extinguishing system in accordance with Section 2404.
**Section 1103.7; add Section 1103.7.7 and 1103.7.7.1 to read as follows:
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Page 18 of 24
1103.7.7 Fire Alarm System Design Standards. Where an existing fire alarm system is upgraded or replaced, the devices
shall be addressable. Fire alarm systems utilizing more than 10 smoke and/or heat detectors shall have analog
initiating devices.
Exception: Existing systems need not comply unless the total building, or fire alarm system, remodel or
expansion exceeds 30% of the building. When cumulative building, or fire alarm system, remodel or expansion
initiated after the date of original fire alarm panel installation exceeds 50% of the building, or fire alarm system,
the fire alarm system must comply within 18 months of permit application.
1103.7.7.1 Communication requirements. Refer to Section 907.6.6 for applicable requirements.
**Section 1203; change and add to read as follows:
1203.1.1 {No change.}
1203.1.2 {No change.}
1203.1.3 Emergency power systems and standby power systems shall be installed in accordance with the
International Building Code, NFPA 70, NFPA 110 and NFPA 111. Existing installations shall be maintained in
accordance with the original approval, except as specified in Chapter 11.
1203.1.4 through 1203.1.9 {No changes to these sections.}
1203.1.10 Critical Operations Power Systems (COPS). For Critical Operations Power Systems necessary to maintain
continuous power supply to facilities or parts of facilities that require continuous operation for the reasons of public
safety, emergency management, national security, or business continuity, see NFPA 70.
1203.2 Where Required. Emergency and standby power systems shall be provided where required by Sections
1203.2.1 Through 1203.2.1826 or elsewhere identified in this code or any other referenced code.
1203.2.1 Through 1203.2.3 {No change.}
1203.2.4 Emergency Voice/alarm Communications Systems.Emergency power shall be provided for emergency
voice/alarm communications systems in the following occupancies, or as specified elsewhere in this code, as
required in Section 907.5.2.2.5. The system shall be capable of powering the required load for a duration of not less
than 24 hours, as required in NFPA 72.
Covered and Open Malls, Section 907.2.19 and 914.2.3
Group A Occupancies, Sections 907.2.1 and 907.5.2.2.4.
Special Amusement Buildings, Section 907.2.11
High-rise Buildings, Section 907.2.12
Atriums, Section 907.2.13
Deep Underground Buildings, Section 907.2.18
1203.2.5 through 1203.2.13 {No change.}
1203.2.14 Means of Egress Illumination. Emergency power shall be provided for means of egress illumination in
accordance with Sections 1008.3 and 1104.5.1. (90 minutes)
1203.2.15 Membrane Structures. Emergency power shall be provided for exit signs in temporary tents and
membrane structures in accordance with Section 3103.12.6. (90 minutes) Standby power shall be provided for
auxiliary inflation systems in permanent membrane structures in accordance with Section 2702 of the International
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Building Code. (4 hours) Auxiliary inflation systems shall be provided in temporary air-supported and air-inflated
membrane structures in accordance with section 3103.10.4.
1203.2.16 {No change.}
1203.2.17 Smoke Control Systems. Standby power shall be provided for smoke control systems in the following
occupancies, or as specified elsewhere in this code, as required in Section 909.11:
Covered Mall Building, International Building Code, Section 402.7
Atriums, International Building Code, Section 404.7
Underground Buildings, International Building Code, Section 405.8
Group I-3, International Building Code, Section 408.4.2
Stages, International Building Code, Section 410.2.5
Special Amusement Buildings (as applicable to Group A’s), International Building Code, Section 411.1
Smoke Protected Seating, Section 1029.6.2.
1203.2.18 {No change.}
1203.2.19 Covered and Open Mall Buildings. Emergency power shall be provided in accordance with Section
907.2.19 and 914.2.3.
1203.2.20 AirportTraffic Control Towers. A standby power system shall be provided in airport traffic control towers
more than 65 ft. in height. Power shall be provided to the following equipment:
1. Pressurization equipment, mechanical equipment and lighting.
2. Elevator operating equipment.
3. Fire alarm and smoke detection systems.
1203.2.21 Smoke proof Enclosures and Stair Pressurization Alternative. Standby power shall be provided for smoke
proof enclosures, stair pressurization alternative and associated automatic fire detection systems as required by the
International Building Code, Section 909.20.6.2.
1203.2.22 Elevator Pressurization. Standby power shall be provided for elevator pressurization system as required
by the International Building Code, Section 909.21.5.
1203.2.23 Elimination of Smoke Dampers in Shaft Penetrations. Standby power shall be provided when eliminating
the smoke dampers in ducts penetrating shafts in accordance with the International Building Code, Section 717.5.3,
exception 2.3.
1203.2.24 Common Exhaust Systems for Clothes Dryers. Standby power shall be provided for common exhaust
systems for clothes dryers located in multistory structures in accordance with the International Mechanical Code,
Section 504.10, Item 7.
1203.2.25 Hydrogen Cutoff Rooms. Standby power shall be provided for mechanical ventilation and gas detection
systems of Hydrogen Cutoff Rooms in accordance with the International Building Code, Section 421.
1203.2.26 Means of Egress Illumination in Existing Buildings. Emergency power shall be provided for means of
egress illumination in accordance with Section 1104.5 when required by the fire code official. (90 minutes in I-2, 60
minutes elsewhere.)
1203.3 Through 1203.6 {No change.}
1203.7 Energy Time Duration. Unless a time limit is specified by the fire code official, in this chapter or elsewhere
in this code, or in any other referenced code or standard, the emergency and standby power system shall be supplied
with enough fuel or energy storage capacity for not less than 2-hour full-demand operation of the system.
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Page 20 of 24
Exception: Where the system is supplied with natural gas from a utility provider and is approved.
**Section 2304.1; change to read as follows:
2304.1 Supervision of Dispensing. The dispensing of fuel at motor fuel-dispensing facilities shall be in accordance
with the following:
1.Conducted by a qualified attendant; and/or,
2.Shall be under the supervision of a qualified attendant; and/or
3.Shall be an unattended self-service facility in accordance with Section 2304.3.
At any time the qualified attendant of item Number 1 or 2 above is not present, such operations shall be considered
as an unattended self-service facility and shall also comply with Section 2304.3.
**Section 2401.2; delete this section.
***Section 3103.3.1; delete this section.
**Table 3206.2, footnote h; change text to read as follows:
h.Where storage areas are protected by either early suppression fast response (ESFR) sprinkler systems or control
mode special application sprinklers with a response time index of 50 (m • s) 1/2 or less that are listed to control
a fire in the stored commodities with 12 or fewer sprinklers, installed in accordance with NFPA 13, manual
smoke and heat vents or manually activated engineered mechanical smoke exhaust systems shall be required
within these areas.
***Table 3206.2, footnote j; add footnote j to row titled ‘High Hazard’ and ‘Greater than 300,000’ to read as
follows:
j. High hazard high-piled storage areas shall not exceed 500,000 square feet. A 2-hour fire wall constructed in
accordance with Section 706 of the International Building Code shall be used to divide high-piled storage
exceeding 500,000 square feet in area.
**Section 3310.1; add sentence to end of paragraph to read as follows:
When fire apparatus access roads are required to be installed for any structure or development, they shall be
approved prior to the time at which construction has progressed beyond completion of the foundation of any
structure.
**Section 5601.1.3; change to read as follows:
5601.1.3 Fireworks. The possession, manufacture, storage, sale, handling, and use of fireworks are prohibited.
Exceptions:
1.Only when approved for fireworks displays, storage, and handling of fireworks as allowed in Section
5604 and 5608.
2. The use of fireworks for approved fireworks displays as allowed in Section 5608.
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Page 21 of 24
{Delete remainder of text.}
**Section 5703.6; add a sentence to read as follows:
5703.6 Piping Systems.Piping systems, and their component parts, for flammable and combustible liquids shall be
in accordance with Sections 5703.6.1 through 5703.6.11. An approved method of secondary containment shall be
provided for underground tank and piping systems.
**Section 5704.2.11.4; add a sentence to read as follows:
5704.2.11.4 Leak Prevention. Leak prevention for underground tanks shall comply with Sections 5704.2.11.4.1
through 5704.2.11.4.3. An approved method of secondary containment shall be provided for underground tank
and piping systems.
**Section 5704.2.11.4.2; change to read as follows:
5704.2.11.4.2 Leak Detection. Underground storage tank systems shall be provided with an approved method of
leak detection from any component of the system that is designed and installed in accordance with NFPA 30 and as
specified in Section 5704.2.11.4.3.
**Section 5704.2.11.4.3; add Section 5704.2.11.4.3 to read as follows:
5704.2.11.4.3 Observation Wells. Approved sampling tubes of a minimum 4 inches in diameter shall be installed in
the backfill material of each underground flammable or combustible liquid storage tank. The tubes shall extend
from a point 12 inches below the average grade of the excavation to ground level and shall be provided with suitable
surface access caps. Each tank site shall provide a sampling tube at the corners of the excavation with a minimum
of 4 tubes. Sampling tubes shall be placed in the product line excavation within 10 feet of the tank excavation and
one every 50 feet routed along product lines towards the dispensers, a minimum of two are required.
**Section 5707.4; add paragraph to read as follows:
Mobile fueling sites shall be restricted to commercial, industrial, governmental, or manufacturing, where the parking
area having such operations is primarily intended for employee vehicles. Mobile fueling shall be conducted for fleet
fueling or employee vehicles only, not the general public. Commercial sites shall be restricted to office-type or
similar occupancies that are not primarily intended for use by the public.
**Section 6103.2.1; add Section 6103.2.1.8 to read as follows:
6103.2.1.8 Jewelry Repair, Dental Labs and Similar Occupancies. Where natural gas service is not available,
portable LP-Gas containers are allowed to be used to supply approved torch assemblies or similar appliances. Such
containers shall not exceed 20-pound (9.0 kg) water capacity. Aggregate capacity shall not exceed 60-pound (27.2
kg) water capacity. Each device shall be separated from other containers by a distance of not less than 20 feet.
**Section 6104.2, Exception; add an exception 2 to read as follows:
Exceptions:
1.{existing text unchanged}
2.Except as permitted in Sections 308 and 6104.3.2, LP-gas containers are not permitted in residential
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areas.
**Section 6104.3; add Section 6104.3.3 to read as follows:
6104.3.3 Spas, Pool Heaters, and Other Listed Devices. Where natural gas service is not available, an LP-gas
container is allowed to be used to supply spa and pool heaters or other listed devices. Such container shall not
exceed 250-gallon water capacity per lot. See Table 6104.3 for location of containers.
Exception:Lots where LP-gas can be off-loaded wholly on the property where the tank is located may install up
to 500 gallon above ground or 1,000 gallon underground approved containers.
**Section 6107.4 and 6109.13; change to read as follows:
6107.4 Protecting Containers from Vehicles. Where exposed to vehicular damage due to proximity to alleys,
driveways or parking areas, LP-gas containers, regulators and piping shall be protected in accordance with Section
312.
6109.13 Protection of Containers. LP-gas containers shall be stored within a suitable enclosure or otherwise
protected against tampering. Vehicle impact protection shall be provided as required by Section 6107.4.
**Appendix B Fire-Flow Requirements for Buildings:
All of Appendix B
** {Applicable to those jurisdictions adopting Appendix B}
Table B105.2; change footnote a. to read as follows:
a. The reduced fire-flow shall be not less than 1,500 gallons per minute.
**Appendix C Fire Hydrant Locations and Distributions:
All of Appendix C
**Appendix D Fire Apparatus Access Roads:
All of Appendix C
**Appendix L Requirements For Firefighter Air Replenishment Systems
**Section L101.2 is to read as follows:
L101.2 Required locations. A FARS shall be provided in all new construction when any of the following
occur:
1. Any new building 5 or more stories in height from the lowest level of fire department access.
2. Any building determined to be a high-rise.
3. Any new building 2 or more stories bellow grade.
4. Any new building with a total area of 500,000 square feet or more in size.
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Page 23 of 24
5. Any new R-2 occupancy, or mixed-us occupancy, in which the total fire area exceeds 400,000 square feet and is
4 stories or more from the lowest level of fire department access.
**Section L101.13.1 is to read as follows:
L101.13.1 Location. Each stairwell will have a supply riser. Fill stations for refilling breathing air cylinders shall be
located as follows or otherwise as required by the fire code official:
1. Multi-level Buildings.
a. Single stairwell, on all even floor levels
b. Two stairwells, on alternated floors between the stairwells.
c. Three or more stairwells.
i. Central stairwell on all floors.
ii. Alternating floors in other stairwells as determined by the fire code official.
2. Large-area buildings.
a. At interior structural support columns, adjacent ti interior fire department hose valves.
**Section L101.13.4 is to read as follows:
L101-13.4 Identification. In large area buildings the supporting column were the fill stations are located shall be
identified with a White 4-inch 3M Diamond Grade reflective striping at the ceiling and the floor levels.
**Section L103.1.1 is to read as follows:
L103.1.1 Submittals. Plans and specifications shall be from a Firefighter Air Replenishment company and sealed by
a licensed PE.
**Section L104.15 is hereby amended by adding a sentence to read as follows:
Air monitoring shall be required at a location approved by the fire code official.
**Section L104.5.1 is amended to read as follows:
L104.5.1 Stored pressure air supply shall be required and designed based on chapter 24 of NFPA 1901 except that
provisions applicable only to mobile apparatus or not applicable to system design shall not apply. A stored pressure
air supply shall be capable of refilling not less than 50 empty breathing air cylinders.
**Section L104.5.1.2 is to read as follows:
L104.5.1.2 Location. Stored pressure air supply shall be located in the fire command room as determined by the fire
code official.
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SECTION 3.If any section, article paragraph, sentence, clause, phrase or word in this
Ordinance, or application thereto any persons or circumstances is held invalid or unconstitutional by
a Court of competent jurisdiction, such holding shall not affect the validity of the remaining portions
of this 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 all provisions of the Ordinances of the City of The Colony, Texas, in
conflict with the provisions of this Ordinance be, and the same are hereby amended, repealed, and all
other provisions of the Ordinances of the City not in conflict with the provisions of this Ordinance
shall remain in full force and effect.
SECTION 5.Any person, firm, or corporation violating any of the provisions of this
Ordinance shall be deemed guilty of a misdemeanor and, upon conviction in the municipal court
of the City of The Colony, Texas, shall be punished by a fine not to exceed the sum of Two
Thousand Dollars ($2,000.00) for each offense. Every day a violation occurs shall constitute a
separate offense.
SECTION 6. 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 19
th day of January, 2021.
Joe McCourry, Mayor
ATTEST:
Tina Stewart, TRMC, CMC, City Secretary
APPROVED AS TO FORM:
Jeff Moore, City Attorney
56
Agenda Item No:4.4
CITY COUNCIL Agenda Item Report
Meeting Date: January 19, 2021
Submitted by: Brant Shallenburger
Submitting Department: General Admin
Item Type: Discussion
Agenda Section:
Subject:
Consider approving the renewal of a contract for Diane Baxter as an LPGA consultant and Event Coordinator
Liaison. (Shallenburger)
Suggested Action:
Attachments:
Diane Baxter - Independent Contractor Agreement 2021-22.pdf
57
INDEPENDENT CONTRACTOR AGREEMENT
THIS INDEPENDENT CONTRACTOR AGREEMENT (hereinafter referred to as the
“Agreement”) is made and entered to be effective the 1st day of February, 2020, by and between
the CITY OF THE COLONY, TEXAS (hereinafter referred to as the “City”), a Texas home-rule
municipality, and Diane Baxter (hereinafter referred to as “Contractor”), both of which parties
hereto understand and agree as follows:
WITNESSETH:
WHEREAS, it is the desire of the City of The Colony, Texas, to engage the services of
Contractor in order to assist in the promotion of the City and the event known as The Volunteers
of America LPGA Texas Classic (hereinafter referred to as the “Event”).
NOW, THEREFORE, for and in consideration of the mutual covenants and agreements
herein contained, and hereinbefore stated, the parties hereto agree as follows:
A. Term
This Agreement shall take effect on February 1, 2021 and shall continue until January 31,
2022.
B. Scope of Work
Contractor shall serve as the liaison between the City and the Event organizers including
Eiger Marketing Group, LPGA officials and Old American Golf Club in order to insure all needs
are met for a successful event. Contractor shall be responsible for coordinating staff for City
provided needs. Contractor will coordinate City staff meetings leading up to the Event as well as
a follow-up meeting at the conclusion of the Event to discuss the outcome. In addition, Contractor
will coordinate any meetings necessary between City staff and Eiger Marketing Group, LPGA
officials and Old American Golf Club.
Contractor shall abide by all City rules, regulations and policies as detailed in the City
Charter, the Municipal Code, the City Code of Ordinances, state law and as reasonably directed
by the City.
C. Compensation
Contractor shall be compensated in the amount of thirty-three thousand dollars
($33,000.00) payable in monthly installments of two thousand seven hundred fifty dollars
($2,750.00). The first payment shall be due and issued on February 28, 2020 with each subsequent
payment made on the last Friday of each month until the final payment is made on January 29,
2021. In addition, the City agrees to pay Contractor a monthly stipend for cell phone use at the rate
of thirty-eight dollars ($38.00) per month.
58
D. Travel Expenses
The City agrees to reimburse Contractor for reasonable travel expenses incurred in the
scope of her work as outlined herein. Travel expenses shall be preapproved by the City prior to
being incurred. Contractor shall request reimbursement by submitting an itemized request,
including receipts, to the City.
Contractor shall receive additional automobile-related reimbursement. The mileage fee
will be equivalent to that established by the Internal Revenue Service.
Reimbursement shall be requested through the Director of Government Relations.
E. Contractor’s Employees
Contractor has and retains full control and supervision of the services performed as
described in the Statement of Work and has full control over the employment and compensation
and discharge of all persons, other than the City employees, assisting in the performance of the
services referenced herein. Contractor shall be solely responsible for all matters relating to
payment of wages to its employees, including but not limited to compliance with social security
payroll tax withholdings and unemployment compensation. Contractor further agrees to be
responsible for its own acts and those of its subordinates, employees and any subcontractors, if
any, during the term of this Agreement. Further, Contractor’s relationship to the City is that of an
independent contractor, and not an agent, employee or servant. Contractor shall have no authority
to bind the City or any of its administrators, officers or employees. In the ordinary course of
business, Contractor may perform services for parties other than the City and is not precluded from
doing so by this Agreement so long as those services do not conflict with the goals and objectives
of the City.
F. Business Expenses
Contractor shall provide any and all supplies, equipment or other business expenses used
for services; however, Contractor shall coordinate with the City the use of any City owned
supplies, equipment or services if same are available.
G. Liability
The City shall not be liable or responsible for any injuries, damages or losses of Contractor
during the course and scope of the services performed by Contractor pursuant to this Agreement.
Independent Contractor shall defend, indemnify and hold harmless the City and its officers, agents
and employees from and against all damages, claims, losses and demands made by Contractor
arising out of or resulting from the performance of her services.
H. Right of Termination
The City reserves the right to cancel this Agreement at any time, with or without notice, to
59
Contractor, in the City’s sole discretion. Contractor may cancel this Agreement after providing the
City with at least thirty (30) days’ notice. If Contractor engages in any activity that poses an
immediate threat to the health, safety or reputation of Contractor’s or the City’s employees,
residents, invitees, agents or representatives, such termination of this Agreement may be
immediate. Termination of this Agreement under this paragraph shall result in the voiding of any
upcoming payments that may be due.
[The Remainder of this Page Intentionally Left Blank]
60
IN WITNESS WHEREOF, the City of The Colony, Texas, has caused this Independent
Contractor Agreement to be signed and executed on its behalf by the City Manager and Contractor
has signed and executed this Independent Contractor Agreement.
Signed this the day of , 2021.
CITY OF THE COLONY, TEXAS
________________________________________
Troy C. Powell, City Manager
City of The Colony, Texas
ACCEPTED:
____________________________________
Diane Baxter
61
Agenda Item No:4.5
CITY COUNCIL Agenda Item Report
Meeting Date: January 19, 2021
Submitted by: Tina Stewart
Submitting Department: General Admin
Item Type: Resolution
Agenda Section:
Subject:
Consider and approve a Resolution of the City Council of the City of The Colony, Texas, Making Findings and
Determinations Related To: The Levy of Assessments within The City of the Colony Public Improvement
District No. 1 (the “District”), Completion of Public Improvements that Specially Benefit Property Within the
District for which Assessments have been Levied; Ratifying Prior Actions Undertaken by the City Council
Related to the District; Resolving Other Matters Related Thereto; And Providing for an Effective Date. (Maurina)
Suggested Action:
Attachments:
Res. 2021-xxx Making Findings Related to PID.pdf
62
SECRETARY’S CERTIFICATE
THE STATE OF TEXAS §
§ THE CITY OF THE COLONY, TEXAS
COUNTY OF DENTON §
I, the undersigned Secretary of the City Council (the “City Council”) of the City of The
Colony, Texas (the “City”), hereby certifies as follows:
1. The Board convened at a meeting (the “Meeting”), open to the public, on January
19, 2021, and the roll was called of the members of the City Council, to-wit:
JOE MCCOURRY )
MAYOR
RICHARD BOYER )
MAYOR PRO TEM
KIRK MIKULEC )
DEPUTY MAYOR PRO TEM
BRIAN WADE )
DAVID TERRE ) COUNCIL MEMBERS
PERRY SCHRAG )
JOEL MARKS )
All members of the City Council were present, except the following: ______________________,
thus constituting a quorum. Whereupon among other business, the following transaction was
considered and approved at such Meeting: A written:
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF THE COLONY,
TEXAS, MAKING FINDINGS AND DETERMINATIONS RELATED TO:
THE LEVY OF ASSESSMENTS WITHIN THE CITY OF THE COLONY
PUBLIC IMPROVEMENT DISTRICT NO. 1 (THE "DISTRICT"),
COMPLETION OF PUBLIC IMPROVEMENTS THAT SPECIALLY BENEFIT
PROPERTY WITHIN THE DISTRICT FOR WHICH ASSESSMENTS HAVE
BEEN LEVIED; RATIFYING PRIOR ACTIONS UNDERTAKEN BY THE
CITY COUNCIL RELATED TO THE DISTRICT; RESOLVING OTHER
MATTERS RELATED THERETO; AND PROVIDING FOR AN EFFECTIVE
DATE.
(the “Resolution”) was duly introduced for the consideration of the City Council. It was then
duly moved and seconded that such Resolution be adopted; and, after due discussion, such
motion, carrying with it the adoption of such Resolution, prevailed and carried by the following
votes:
AYES: _______ NOES: ________
63
2
2. A true, full, and correct copy of the aforesaid Resolution adopted at the Meeting
described in the above and foregoing paragraph is attached to and follows this Certificate; such
Resolution has been duly recorded in the City Council’s minutes of such Meeting; the above and
foregoing paragraph is a true, full, and correct excerpt from the City Council’s minutes of such
Meeting pertaining to the adoption of such Resolution; the persons named in the above and
foregoing paragraph are the duly chosen qualified, and acting officers and members of the City
Council as indicated therein; each of the officers and members of the City Council was fully and
sufficiently notified officially and personally, in advance, of the time, place, and purpose of such
Meeting, and that such Resolution would be introduced and considered for adoption at such
Meeting and each such officers and members consented, in advance, to the holding of such
Meeting for such purpose; and such Meeting was open to the public, and public notice of the
time, place, and purpose of such Meeting was given, all as required by Chapter 551, Texas
Government Code, as amended.
SIGNED this .
________________________________________
Tina Stewart, City Secretary
64
1775.015-1\92888.11
CITY OF THE COLONY, TEXAS
RESOLUTION NO. 2021- ____
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF THE COLONY,
TEXAS, MAKING FINDINGS AND DETERMINATIONS RELATED TO: THE
LEVY OF ASSESSMENTS WITHIN THE CITY OF THE COLONY PUBLIC
IMPROVEMENT DISTRICT NO. 1 (THE "DISTRICT"), COMPLETION OF
PUBLIC IMPROVEMENTS THAT SPECIALLY BENEFIT PROPERTY
WITHIN THE DISTRICT FOR WHICH ASSESSMENTS HAVE BEEN LEVIED;
RATIFYING PRIOR ACTIONS UNDERTAKEN BY THE CITY COUNCIL
RELATED TO THE DISTRICT; RESOLVING OTHER MATTERS RELATED
THERETO; AND PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, on November 8, 2011, the City Council (the “City Council”) of the City of
The Colony, Texas (the “City”), in furtherance of the Development Project and after holding a
public hearing as required by law, approved Ordinance No. 2011-1926 designating Reinvestment
Zone Number One, City of The Colony, Texas (the “Zone”) in accordance with and pursuant to
Chapter 311 of the Texas Tax Code, as amended (the “TIF Act”), creating a board of directors
for the Zone (the “Zone Board”) as required by the TIF Act, and creating and establishing the
tax increment fund, including subaccounts, necessary and convenient to carry out the purposes of
the Final Project and Financing Plan (defined below) in accordance with the TIF Act; and
WHEREAS, on November 8, 2011, the City Council approved Resolution No. 2011-075
authorizing the creation of The Colony Local Development Corporation (the “LGC
Corporation”, and together with the City, The Colony Economic Development Corporation (the
“Type A Corporation”) and The Colony Community Development Corporation (the “Type B
Corporation”), they are referred to collectively as the “City Entities”) under Subchapter D of
Chapter 431 of the Texas Transportation Code, as amended, to aid, assist, and act for and on
behalf of the City in the management of the Zone and the implementation of the Final Project
and Financing Plan (defined below); and
WHEREAS, on October 8, 2012, the City Council approved Resolution No. 2012-073
creating The Colony Public Improvement District No. 1 (the “District”) pursuant to Chapter 372,
Texas Local Government Code, as amended (the “PID Act”), to include all of the property
within the Zone for the purpose of financing certain public improvements that specially benefit
the property within the District; and
WHEREAS on February 7, 2013, the City Council approved Ordinance No. 2013-1992
(the “2013 Assessment Ordinance”) approving a service and assessment plan for the District
(the “Service and Assessment Plan”) and levying an assessment (the “2013 Facility Public
Improvement Assessment”) against the Facility Property (as defined in the Original Service and
Assessment Plan) for a portion of the costs of certain public improvements (the “2013 Public
Improvements”) based on the special benefit conferred by the 2013 Public Improvements to the
Facility Property; and
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1775.015-1\92888.11 Page 2
WHEREAS, the 2013 Assessment Ordinance deferred levying an assessment (the “2013
Related Development Deferred Assessment”) for the portion of the costs of the 2013 Public
Improvements based on the special benefit conferred by the 2013 Public Improvements to the
Related Development Property (as defined in the Service and Assessment Plan) and deferred
levying an assessment for Related Development Public Improvements (as defined in the Service
and Assessment Plan); and
WHEREAS, on February 7, 2013, the City Council approved Resolution 2013-008
approving the issue and sale by the LGC Corporation of $106,850,000 “The Colony Local
Development Corporation Sales Tax Increment Contract Revenue Bonds, Series 2013A” (the
“2013A LGC Sales Tax Bonds”), $19,515,000 “The Colony Local Development Corporation
Tax Increment Contract Revenue Bonds, Series 2013, (Nebraska Furniture Mart Texas Project
Infrastructure Bonds)” (the “2013 LGC Tax Bonds”) and $15,875,000 “The Colony Local
Development Corporation Sales Tax Increment Contract Revenue Bonds, Series 2013, (Nebraska
Furniture Mart Texas Project Infrastructure Bonds)” (the “2013 LGC Sales Tax Bonds”) to
finance certain TIF Projects and TIF Project Costs (each as defined in the Final Project and
Financing Plan); and
WHEREAS, on February 7, 2013, the City Council approved Resolution 2013-009
approving the issue and sale by the Type A Corporation of $29,580,000 “The Colony Economic
Development Corporation Sales Tax Revenue Bonds, Series 2013, (Nebraska Furniture Mart
Texas Project Infrastructure Bonds)” (the “2013 Type A Bonds”) to finance certain Project Costs
(as defined in the Type A Performance Agreement); and,
WHEREAS, on February 7, 2013, the City Council approved Resolution 2013-010
approving the issue and sale by the Type B Corporation of $29,580,000 “The Colony
Community Development Corporation Sales Tax Revenue Bonds, Series 2013, (Nebraska
Furniture Mart Texas Project Infrastructure Bonds)” (the “2013 Type B Bonds”, and together
with the 2013 LGC Sales Tax Bonds, 2013 LGC Tax Bonds, and 2013 Type A Bonds, are
referred to collectively as the “2013 Project Infrastructure Bonds”); and
WHEREAS, each series of the 2013 Project Infrastructure Bonds is secured by a primary
source of revenue derived from the collection of City Tax Increment and County Tax Increment
(in the case of the 2013 LGC Tax Bonds), the City Sales Tax Increment (in the case of the 2013
LGC Sales Tax Bonds), the Type A Sales Tax (in the case of the 2013 Type A Bonds), and the
Type B Sales Tax (in the case of the 2013 Type B Bonds); and, each series of 2013 Project
Infrastructure Bonds is additionally secured on a pro-rata basis by the 2013 Facility Public
Improvement Assessment in the event the primary security is insufficient to pay debt service;
and
WHEREAS, in connection with each series of 2013 Project Infrastructure Bonds the
City entered into: (1) the “City of The Colony Public Improvement District No. 1
Reimbursement Agreement” relating to 2013 LGC Sales Tax Bonds (the “2013 LGC Sales Tax
Bonds Reimbursement Agreement”) by and between the City and the LGC Corporation,
effective as of February 7, 2013; (2) the “City of The Colony Public Improvement District No. 1
Reimbursement Agreement” relating to 2013 LGC Tax Bonds (the “2013 LGC Tax Bonds
Reimbursement Agreement”) by and between the City and the LGC Corporation, effective as of
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February 7, 2013; (3) the “City of The Colony Public Improvement District No. 1
Reimbursement Agreement” relating to 2013 Type A Bonds (the “2013 Type A Bonds
Reimbursement Agreement”) by and between the City and the Type A Corporation, effective as
of February 7, 2013, and (4) the “City of The Colony Public Improvement District No. 1
Reimbursement Agreement” relating to 2013 Type B Bonds (the “2013 Type B Bonds
Reimbursement Agreement”, and together with the 2013 LGC Sales Tax Bonds Reimbursement
Agreement, 2013 LGC Tax Bonds Reimbursement Agreement and the 2013 Type A Bonds
Reimbursement Agreement, referred to collectively, the “2013 Reimbursement Agreements”) by
and between the City and the Type B Corporation, effective as of February 7, 2013, under which
the City agrees in the event of a Debt Service Shortfall (as defined therein) to bill and collect, on
a semi-annual basis, the pro-rata portion of the 2013 Facility Public Improvement Assessment
allocated to each series of 2013 Project Infrastructure Bonds; and, the City further pledges to
transfer to the LGC Corporation, Type A Corporation, and Type B Corporation, as applicable,
the funds from the PID Operating Account (as defined in the 2013 Reimbursement Agreements)
for the purpose of paying debt service on the respective series of 2013 Project Infrastructure
Bonds; and
WHEREAS, all of the Public Improvements and Private Improvements (as defined in the
Final Project and Financing Plan) for which the 2013 Project Infrastructure Bonds were issued,
and which include the 2013 Public Improvements for which the 2013 Facility Public
Improvement Assessment was levied, (collectively, the “2013 Bond Projects”) have been
constructed and all proceeds from the 2013 Project Infrastructure Bonds have been expended;
and
WHEREAS, the City has updated the Service and Assessment Plan and has levied
assessments (the “Annual Additional Facility Assessments”) against the Facility Property (as
defined in the Service and Assessment Plan) for additional public improvements (the “Additional
Facility Public Improvements”) benefitting the Facility Property: and, the City has levied
assessments (the “Annual Related Development Assessments”) against the Related
Development Property (as defined in the Service and Assessment Plan) for public improvements
(the “Related Development Public Improvements”) benefitting the Related Development
Property; and
WHEREAS, as of the date of this Resolution, no Private Debt has been issued and no
"super retail store" (as described in Section 3.5 of the Development and Tax Increment Payment
Agreement) has been opened.
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. Capitalized terms not otherwise defined in this Section 5 shall have the
meanings given to them in the Service and Assessment Plan. The City Council hereby makes the
following findings and determinations regarding the District:
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(a) The Assessments levied against the Facility Property and Related Development
Property, the Semi-Annual Installments of the Assessments that have been paid, the
current outstanding principal amount of such Assessments, and the remaining
capacity to levy future Assessments against the Facility Property and Related
Development Property as shown on Exhibit A are true and correct; and
(b) The 2013 Public Improvements for which the 2013 Facility Public Improvement
Assessment was levied, and the 2013 Related Development Deferred Assessment was
deferred have been completed and accepted by the City.
SECTION 3. The City Council hereby ratifies and confirms all actions taken by the City
Council related to the District, including without limitation, the allocation of costs and special
benefit related to the 2013 Public Improvements, the levy of the 2013 Facility Public Improvement
Assessment, the deferral of the 2013 Related Development Deferred Assessment, the levy of the
Additional Facility Assessments and the findings and determinations made in each of the
ordinances related to such levies, and the levy of the Annual Related Development Assessments
and the findings and determinations made in each of the ordinances related to such levies.
SECTION 4. 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 hereby declares it would have passed such
remaining portions of this Resolution despite such invalidity, which remaining portions shall remain
in full force and effect.
SECTION 8. This Resolution shall become effective immediately upon passage.
[Remainder of page left blank intentionally.]
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PASSED AND APPROVED by the City Council of the City of The Colony, Texas, this
_______________, 2021.
Joe McCourry, Mayor
ATTEST:
Tina Stewart, City Secretary
APPROVED AS TO FORM:
Jeffrey L. Moore, City Attorney
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EXHIBIT A
1775.015-1\92888.11
SUMMARY OF ASSESSMENTS AGAINST FACILITY PROPERTY
2013 Assessment Levied Against Facility Property: $ 83,400,000
Total 2013 Assessment against Facility Property
Outstanding as of 12/31/2020: $ 80,646,887
Annual Assessments Levied against Facility
Property as of 12/31/2020: $ 4,703,571
Total Outstanding Annual Assessments levied
against Facility Property as of 12/31/2020: $ 570,668
Total Outstanding Assessment Against Facility
Property as of 12/31/2020(1) $ 81,217,555
(1) Amount shown is calculated based on the outstanding par amount of the 2013 Project Infrastructure Bonds as of
December 31, 2020 and includes the 2020 Annual Assessment levied against the Facility Property for Additional Facility
Improvements that is due on or before January 31, 2021. Amount shown is not reduced by the $3,759,788 in semi-annual
installments that have been billed to the landowner of the Facility Property and paid in full under the terms of the Service
and Assessment Plan and the 2013 LGC Sales Tax Bonds Reimbursement Agreement for the purpose of paying Debt
Service Shortfalls for the 2013 LGC Sales Tax Bonds in the years 2017, 2018 and 2019. Under the terms of the Service
and Assessment Plan and the 2013 LGC Sales Tax Bonds Reimbursement Agreement, the payments of such semi-
annual installments do not reduce the outstanding assessments.
SUMMARY OF ASSESSMENTS AGAINST RELATED DEVELOPMENT PROPERTY
Annual Related Development Assessments Levied Against
Related Development Property as of 12/31/2020: $ 3,065,738.95
Total Outstanding Annual Assessments levied against
Related Development Property as of 12/31/2020(1) $ 490,441.03
(1) Does not include the 2013 Related Development Deferred Assessment in the amount of $11,400,000 which, as of
12/31/2020, the City has not levied against the Related Development Property.
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Agenda Item No:4.6
CITY COUNCIL Agenda Item Report
Meeting Date: January 19, 2021
Submitted by: Tina Stewart
Submitting Department: General Admin
Item Type: Ordinance
Agenda Section:
Subject:
Consider and Adopt an Ordinance of the City Council of The City of The Colony, Texas, Related to The City of
The Colony Public Improvement District No. 1; Approving an Amended and Restated Service and Assessment
Plan for the District, Including Assessment Roll; Ratifying and Confirming Prior Actions Related to the District;
Providing Findings and Determinations by and Related to the District; Providing a Severability Clause; and
Providing for an Effective Date. (Maurina)
Suggested Action:
Attachments:
Ord. 2021-xxxx Approving Service and Assessment Plan.pdf
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CITY OF THE COLONY, TEXAS
ORDINANCE NO. 2021-
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF THE
COLONY, TEXAS, RELATED TO THE CITY OF THE COLONY PUBLIC
IMPROVEMENT DISTRICT NO. 1; APPROVING AN AMENDED AND
RESTATED SERVICE AND ASSESSMENT PLAN FOR THE DISTRICT,
INCLUDING ASSESSMENT ROLL; RATIFYING AND CONFIRMING
PRIOR ACTIONS RELATED TO THE DISTRICT; PROVIDING FINDINGS
AND DETERMINATIONS BY AND RELATED TO THE DISTRICT;
PROVIDING A SEVERABILITY CLAUSE; AND PROVIDING FOR AN
EFFECTIVE DATE.
WHEREAS, Chapter 372 of the Texas Local Government Code (hereinafter referred to as
the “Act”) authorize the City of The Colony, Texas, to create a public improvement district within the
City of The Colony, Texas; and
WHEREAS, on Monday, September 17, 2012, there was presented to the City of The
Colony, Texas (the “City”) a petition (the “Petition”) requesting the establishment of a public
improvement district (hereinafter referred to as the “District”) within the City pursuant to Chapter
372 of the Texas Local Government Code, as amended; and
WHEREAS, on Tuesday, September 18, 2012, the City Council for the City approved
Resolution No. 2012-067, ordering a public hearing for October 8, 2012 (the “Creation Public
Hearing”), to consider a resolution creating the District; and
WHEREAS, on or before September 22, 2012, the City Secretary mailed and caused to be
published notice of the Creation Public Hearing as required by the Act, which date was before the
15th day before the date of the Creation Public Hearing; and
WHEREAS, after mailing, publishing, and otherwise providing all notices of the Creation
Public Hearing as required by the Act and state law, the City Council conducted the Creation
Public Hearing on October 8, 2012, at the time and place and for the purposes set forth in the
notices; and
WHEREAS, Owner appeared at the Creation Public Hearing by its representative and
affirmed Owner’s request to create the District; and
WHEREAS, no one appeared at the Creation Public Hearing in opposition to the creation
of the District; and
WHEREAS, after all persons having an interest in the District were given an opportunity
to be heard in support of or in opposition to the creation of the District, the City Council closed
the Creation Public Hearing on October 8, 2012, and by a majority vote of all members of the City
Council adopted and approved Resolution No. 2012-073 (the “Creation Resolution”)creating the
District; and
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WHEREAS, on October 9, 2012, the City Secretary caused notice of the Creation
Resolution to be published as required by the Act; whereupon the creation of the District took
effect as provided by the Act; and
WHEREAS, on December 11, 2012, the City Council adopted and approved Resolution
No. 2012-100; determining the total cost of the proposed Public Improvements based on the
PUBLIC IMPROVEMENTS REPORTS, The City of The Colony Public Improvement District
No. 1, The Colony, Texas, dated November 30, 2012, prepared Graham Associates, Inc. (the
“Official Report”); accepting for review the City of The Colony Public Improvement District No. 1
PRELIMINARY Service and Assessment Plan (the “Preliminary Service and Assessment Plan”);
directing that the Preliminary Service and Assessment Plan be filed with the City Secretary and made
available for public inspection; calling a public hearing for January 15, 2013 (the “2013 Assessment
Public Hearing”) to consider the levy of assessments (the “2013 Facility Public Improvement
Assessment”) against the Facility Property (defined in the Service and Assessment Plan) to pay for
public improvements (the “2013 Public Improvements”); and authorizing and directing the City
Secretary to mail, publish, and otherwise provide notices of the 2013 Assessment Public Hearing as
required by the Act and state law; and
WHEREAS, on or before December 17, 2012, the City Secretary mailed and caused to be
published notice of the 2013 Assessment Public Hearing as required by the Act, which date was
before the 10th day before the date of the 2013 Assessment Public Hearing, and
WHEREAS, after mailing, publishing and otherwise providing all notices of the 2013
Assessment Public Hearing as required by the Act and state law, the City Council conducted the
2013 Assessment Public Hearing on January 15, 2013, at the time and place and for the purposes
set forth in the notices; and
WHEREAS, on January 15, 2013, the City Council conducted the 2013 Assessment Public
Hearing and approved a motion to continue the Assessment Public Hearing to February 7, 2013;
and
WHEREAS, the City Council continued the 2013 Assessment Hearing on February 7,
2013 and after all persons having an interest in the levy of special assessments against the Facility
Property within the District were given an opportunity to be heard in support of or in opposition
to the 2013 Facility Public Improvement Assessment, the City Council closed the 2013
Assessment Hearing on February 7, 2013; and
WHEREAS, on February 7, 2013, the City Council approved Ordinance No. 2013-1992 (the
“2013 Assessment Ordinance”) approving a service and assessment plan for the District (the
“Original Service and Assessment Plan”) and levying the 2013 Facility Public Improvement
Assessment against the Facility Property for a portion of the costs of the 2013 Public Improvements
based on the special benefit conferred by the 2013 Public Improvements to the Facility Property; and
WHEREAS, since approving the 2013 Assessment Ordinance, the City has approved
annual updates to the Original Service and Assessment Plan and, after providing notice and holding
public hearings as required by the Act and state law, the City levied additional special assessments
(the “Additional Facility Assessments”) each year to finance additional public improvements (the
“Additional Facility Public Improvements”) for the benefit of the Facility Property and levied
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additional special assessments (the “Annual Related Development Assessments”) each year to
finance public improvements (the “Annual Related Development Improvements”) for the benefit
of the Related Development Property (as defined in the Service and Assessment Plan); and
WHEREAS, the City wishes to approve the City of The Colony Public Improvement District
No. 1 Amended and Restated Service and Assessment Plan, attached hereto as Exhibit A and
incorporated herein for all purposes, to amend and restate the Original Service and Assessment
Plan and to replace the Original Service and Assessment, as updated by all annual service plan
updates approved to date, in its entirety; and
WHEREAS, the City Council finds that it is in the best interest of the City to make certain
findings and determinations related to the District, the special assessments levied against property
within the District, and to confirm and ratify prior actions relating to the District; and
WHEREAS, the City Council has determined that it promotes the interests of the City to
adopt and approve this Ordinance.
NOW THEREFORE BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY
OF THE COLONY, TEXAS, THAT:
SECTION 1. The recitals set forth in the WHEREAS clauses of this Ordinance are true
and correct, are part of this Ordinance for all purposes, and constitute findings and determinations
of the City Council acting in its discretionary, legislative capacity.
SECTION 2. Unless otherwise defined in this Ordinance, capitalized terms used in this
Ordinance shall have the meanings given to them in the Service and Assessment Plan.
SECTION 3. The City Council has investigated and determined and hereby ratifies and
confirms that:
3.1 The Public Improvements, including specifically the 2013 Public Improvements,
the Additional Facility Public Improvements and the Annual Related Development
Improvements, set forth in and more particularly described in the Service and Assessment
Plan, are authorized by the Act, promote the interests of the City, and confer a special
benefit on the Facility Property and the Related Development Property as described in the
Service and Assessment Plan;
3.2 All 2013 Public Improvements for which the 2013 Facility Public Improvement
Assessment was levied have been completed and accepted by the City;
3.3 The Assessments levied against the Facility Property and the Related Development
Property: (i) are just and equitable; (ii) produce substantial equality, considering the
benefits received and the burdens imposed; (iii) result in imposing equal shares of the cost
of the Public Improvements on property within the District that is similarly benefitted; and
(iv) are authorized by and have been levied in accordance with the Act, state law, City
Charter, and the ordinances of the City;
3.4 For the avoidance of doubt, the “Waterfront Property” and the “Boardwalk Property”
referenced in Annual Service Plan Updates approved prior to the adoption of this Ordinance
are portions of the Related Development Property;
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3.5 All prerequisites to the fixing of liens related to the Assessments against the Facility
Property and the Related Development Property, and to the personal liability of the real
and true owners of the Facility Property sand the Related Development Property, whether
named in this Ordinance or not, have been in all things regularly and duly performed in
compliance with the Act and all other applicable laws, ordinances, regulations, procedures,
and policies;
3.6 The Assessments levied against the Facility Property and the Related Development
Property are in amounts required to pay the cost of the Public Improvements;
3.7 The deferral of the 2013 Related Development Deferred Assessment in the amount
of $11,400,000.00 that was deferred under the 2013 Assessment Ordinance is hereby
restated and shall be deferred until the development of the Related Development Property
is certified as complete by the owner; whereupon, the City Council may levy the 2013
Related Development Deferred Assessment in accordance with the Act;
3.8 The Assessments levied against the Facility Property and Related Development
Property, the Semi-Annual Installments of the Assessments that have been paid, the current
outstanding principal amount of such Assessments, and the remaining capacity to levy
future Assessments against the Facility Property and Related Development Property as
stated in Section 5 of the Service and Assessment Plan and summarized on Exhibit B are
true and correct; and are hereby ratified and confirmed; and
3.9 The outstanding Assessments levied against the benefitted property within the
District and the amount of additional special assessments that may be levied in the future
for “Facility Improvements Costs” and “Related improvement Costs” stated in the Service
and Assessment Plan are hereby confirmed and approved;
3.10 The allocation of the 2013 Public Improvements Cost against the Facility Property
($83,400,000 for the special benefit to the Facility Property for which the 2013 Facility
Public Improvement Assessment was levied) and Related Development Property
($11,400,000.00 for the benefit to the Related Development Property for which the 2013
Related Development Deferred Assessment has been deferred) approved by the 2013
Assessment Ordinance and the Original Service and Assessment Plan is hereby ratified and
confirmed;
3.11 The actual costs for the 2013 Public Improvements exceeded the estimated 2013
Public Improvements Cost of $94,800,000.00 described in the Original Service and
Assessment Plan, the 2013 Official Report and the 2013 Special Benefits Analysis.
3.12 If the 2013 Related Development Deferred Assessment in the amount of
$11,400,000 is levied it shall be counted against the $150,000,000 cap for “Related
improvement Costs” established by the Creation Resolution; and
3.13 All actions taken by the City Council in connection with the District have been
taken and performed in accordance with the Act, state law, and the City Charter and
ordinances of the City and in a regular, proper, and valid manner.
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SECTION 3. The Service and Assessment Plan, a copy of which is attached hereto as
Exhibit A and is incorporated herein for all purposes (as the same may be updated, from time to
time, the “Service and Assessment Plan”) is hereby approved by the City Council as the “service
plan,” “assessment plan,” and “assessment roll” for the District and replaces the Original Service
and Assessment Plan and all Annual Service Plan Updates approved prior to the date of this
Ordinance in their entirety. The Service and Assessment Plan shall be updated by the City Council
no less frequently than annually as required by the Act and more frequently as required by the
Service and Assessment Plan. A copy of the Service and Assessment Plan, as updated from time
to time, is available from the City Secretary.
SECTION 4. The City (or any other person, entity, or governmental agency permitted by
law) shall bill, collect, and immediately deposit Assessment Revenue into a segregated operating
account, the PID Operating Account for Annual Assessments, as provided by the Service and
Assessment Plan. The PID Operating Account for Annual Assessments (and the sub-accounts
thereof) that has been created by the City and shall remain segregated from all other funds of the
City. The City shall only use the funds in the PID Operating Account for Annual Assessments for
the purposes determined by the City Council at the time the Assessments are levied.
SECTION 5. This Ordinance incorporates, by reference, all provisions of the Act. In
the event of any conflict between this Ordinance and the Act, the Act shall control.
SECTION 6. If any provision of this Ordinance, or the application of any provision to
any person or set of circumstances, is held by any court to be invalid, the remaining provisions
shall be unaffected. All provisions of this Ordinance are severable for such purpose.
SECTION 7. This Ordinance shall take effect effective immediately upon passage and
approval by the City Council.
PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF THE
COLONY, TEXAS, THIS THE 19TH DAY OF JANUARY, 2021.
APPROVED:
Joe McCourry, Mayor
ATTEST:
Tina Stewart, City Secretary
APPROVED AS TO FORM:
Jeff Moore, City Attorney
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Exhibit A
Amended and Restated Assessment Plan
77
The Colony Public Improvement District No. 1
Amended and Restated Service and Assessment Plan
1775.015‐1\92482.8
City of The Colony Public Improvement District No. 1
Amended and Restated Service and Assessment Plan
Originally approved on February 7, 2013, and updated on September 15, 2015, September 6, 2016,
September 19, 2017, September 18, 2018, September 17, 2019, and September 15, 2020,
and amended, restated, and consolidated on January 19, 2021.
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Amended and Restated Service and Assessment Plan
Page 1
1775.015‐1\92482.8
SECTION 1
INTRODUCTION
Capitalized terms used in this "City of The Colony Public Improvement District No. 1 Amended
and Restated Service and Assessment Plan" (this "Service and Assessment Plan") shall have the
meanings set forth in Section 2. Unless otherwise defined, all references to "Section" mean a
section of this Service and Assessment Plan, and all references to "Exhibit" mean an exhibit to
this Service and Assessment Plan.
1.1 On October 8, 2012, the City Council of the City of The Colony, Texas (the "City
Council" and the "City") passed and approved Resolution No. 2012-073 (the "Creation
Resolution") creating The Colony Public Improvement District No. 1 (the "District") pursuant to
Chapter 372, Texas Local Government Code, as amended (the "Act"). The District includes
within its boundaries approximately 439.12 contiguous acres located within the corporate limits
of the City south of and adjacent to the Sam Rayburn Tollway (State Highway 121), north of and
adjacent to Plano Parkway, and west of Spring Creek Parkway, which property is described by
metes and bounds on Exhibit A and depicted on Exhibit A-1 (the "Property"). The Property lies
within the boundaries of Tax Increment Reinvestment Zone Number One, City of The Colony,
Texas, created by the City on November 8, 2011, by Ordinance No. 2011-1926 (the "Zone").
1.2 In connection with the 2013 Project Infrastructure Bonds, the City approved the Original
Service and Assessment Plan for the District by adopting the 2013 Assessment Ordinance on
February 7, 2013. The 2013 Assessment Ordinance levied an Assessment in the amount of
$83,400,000.00 (the "2013 Facility Public Improvement Assessment") against the Facility
Property for the portion of the 2013 Public Improvements Cost that the City Council determined
conferred a special benefit on the Facility Property. As authorized by the Act, the 2013
Assessment Ordinance deferred the assessment of the remainder of the 2013 Public
Improvements Cost in the amount of $11,400,000.00 for the portion of the 2013 Public
Improvements that specially benefit the Related Development Property (the "2013 Related
Development Deferred Assessment") until the portion of the Related Development Property that
is specially benefited by the 2013 Public Improvements could be identified. The 2013
Assessment Ordinance also deferred the assessment of the Related Development Public
Improvements Cost against the Related Development Property until the portion(s) of the Related
Development Property that are specially benefited by the Related Development Public
Improvements could be identified. As described below, the City has levied and intends to
continue levying Additional Facility Assessments against the Facility Property for costs of
Additional Facility Public Improvements (that do not include the 2013 Public Improvements)
and has levied Assessments against the Related Development Property for a portion of the costs
of the Related Development Public Improvements (that do not include the 2013 Public
Improvements). The deferral of the levy of the 2013 Related Development Deferred Assessment
in the amount of $11,400,000.00 under the 2013 Assessment Ordinance is hereby restated and
shall be deferred until the development of the Property is certified as complete by the owner. The
City also intends to levy additional Assessments against the Related Development Property for
the remaining Related Development Public Improvements Cost (that do not include the 2013
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Amended and Restated Service and Assessment Plan
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Public Improvements) as portions of the Related Development Property that are specially
benefited by the Related Development Public Improvements are developed. The costs of such
Related Development Public Improvements and the method of allocation of such costs based on
the benefit conferred by such Related Development Public Improvements will be included in
future updates to this Service and Assessment plan as development progresses.
1.3 On September 15, 2015, the City adopted the 2015 Assessment Ordinance which
approved the 2015 Annual Service Plan Update and levied Assessments in the aggregate amount
of $1,454,992 consisting of: (i) $1,218,234.83 against the Facility Property for costs of
Additional Facility Public Improvements (the "2015 Facility Assessment"), (ii) $148,428.69 for
Boardwalk Public Improvement Costs (as defined in the 2015 Annual Service Plan Update) and
$88,328.48 for Related Development Public Improvements Costs against the benefitted portions
of the Related Development Property (collectively, the aggregate $236,757.17 amount is referred
to as the "2015 Related Development Assessment").
1.4 On September 6, 2016, the City adopted the 2016 Assessment Ordinance which approved
the 2016 Annual Service Plan Update and levied Assessments in the aggregate amount of
$1,162,836 consisting of: (i) $875,155.64 against the Facility Property for costs of Additional
Facility Public Improvements (the "2016 Facility Assessment"), (ii) $120,673.24 for Boardwalk
Public Improvement Costs (as defined in the 2016 Annual Service Plan Update) and $167,007.12
for Related Development Public Improvements Costs against the benefitted portions of the
Related Development Property (collectively, the aggregate $287,681.36 amount is referred to as
the "2016 Related Development Assessment").
1.5 On September 19, 2017, the City adopted the 2017 Assessment Ordinance which
approved the 2017 Annual Service Plan Update and levied Assessments in the aggregate amount
of $1,531,458 consisting of: (i) $658,465 against the Facility Property for costs of Additional
Facility Public Improvements (the "2017 Facility Assessment"), (ii) $402,978 for Waterfront
Public Improvement Costs (as defined in the 2017 Annual Service Plan Update) and $470,015
for Related Development Public Improvements Costs against the benefitted portions of the
Related Development Property (collectively, the aggregate $872,993 amount is referred to as the
"2017 Related Development Assessment").
1.6 On September 18, 2018, the City adopted the 2018 Assessment Ordinance which
approved the 2018 Annual Service Plan Update and levied Assessments in the aggregate amount
of $1,497,805.98 consisting of: (i) $810,379.62 against the Facility Property for costs of
Additional Facility Public Improvements (the "2018 Facility Assessment"), (ii) $83,293.66 for
Waterfront Public Improvement Costs (as defined in the 2018 Annual Service Plan Update) and
$604,132.70 for Related Development Public Improvements Costs against the benefitted portions
of the Related Development Property (collectively, the aggregate $687,426.36 amount is referred
to as the "2018 Related Development Assessment").
1.7 On September 17, 2019, the City adopted the 2019 Assessment Ordinance which
approved the 2019 Annual Service Plan Update and levied Assessments in the aggregate amount
of $1,061,109.02 consisting of: (i) $570,667.99 against the Facility Property for costs of
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Additional Facility Public Improvements (the "2019 Facility Assessment"), (ii) $49,965.50 for
Waterfront Public Improvement Costs (as defined in the 2019 Annual Service Plan Update) and
$440,475.53 for Related Development Public Improvements Costs against the benefitted portions
of the Related Development Property (collectively, the aggregate $490,441.03 amount is referred
to as the "2019 Related Development Assessment").
1.8 On September 15, 2020, the City adopted the 2020 Assessment Ordinance which levied
Assessments in the aggregate amount of $1,061,109.02 consisting of: (i) $570,667.99 against the
Facility Property for costs of Additional Facility Public Improvements (the "2020 Facility
Assessment"), (ii) $49,965.50 for Waterfront Public Improvement Costs (as shown in Exhibit B
of the 2020 Assessment Ordinance) and $440,475.53 for Related Development Public
Improvements Costs against the benefitted portions of the Related Development Property
(collectively, the aggregate $490,441.03 amount is referred to as the "2020 Related Development
Assessment").
1.9 On January 19, 2021, the City approved this Amended and Restated Service and
Assessment Plan for the District by adopting Ordinance No. 2021-__ (the "2021 Ordinance")
which serves to amend and restate the Original Service and Assessment Plan, as the same has
been updated by the 2015 through 2020 Annual Service Plan Updates, in its entirety for the
purposes of updating the ongoing service plan (the “Service Plan”), the assessment plan (the
“Assessment Plan”), and assessment roll (the “Assessment Roll”).
1.10 At the time the District was created, approximately 8.201 acres of the Property consisted
of right-of-way of Plano Parkway and the right-of-way of the Burlington Northern Railroad.
Approximately 82.09 acres of the Property was privately owned by 121 LLC (the "LLC
Property"). Approximately 25.48 acres of the Property contiguous to the LLC Property was
owned by The Colony Local Development Corporation, a Texas non-profit local government
corporation (the "LGC Corporation" and the "LGC Property"). The remainder of the Property
(the "Related Development Property") was owned in undivided interests by the LGC
Corporation, The Colony Economic Development Corporation, a Texas non-profit development
corporation (the "Type A Corporation"), and The Colony Community Development Corporation,
a Texas non-profit development corporation (the "Type B Corporation") (collectively, the
"Corporations"). The LLC Property and the LGC Property are collectively referred to as the
"Facility Property", and such Facility Property is described by metes and bounds on Exhibit F.
1.11 At the time the District was created, the Property was undeveloped; and, it was
contemplated that there would be constructed: (i) within the LLC Property, a mixed-use facility
to include approximately 1,280,000 square feet for warehouse and distribution uses,
approximately 25,000 square feet for a regional corporate headquarters, and approximately
546,000 square feet for retail sales to the general public (collectively, the "Facility"); (ii) within
the LGC Property, surface and structured parking open to the public to serve the Facility (the
"Facility Parking"); (iii) within the Related Development Property, additional mixed-use
facilities including, but not limited to, entertainment, tourism, recreation, and convention
facilities to attract tourists, visitors, and shoppers from a wide geographic region, and hotels,
retail stores, concessions, restaurants, and other facilities related to the entertainment, tourism,
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recreation, and convention uses (collectively, the "Related Development"); and (iv) within other
portions of the Property, both public improvements required to serve the Facility (the "Facility
Public Improvements") and public improvements required to serve the Related Development (the
"Related Development Public Improvements", and referred to collectively with the Facility
Public Improvements as the "Public Improvements").
1.12 As was anticipated under the Original Service and Assessment Plan, all right, title, and
interest of the LGC Corporation in and to the LGC Property and the Facility Parking have been
transferred to a private taxpayer as a contribution to the capital of the taxpayer as approved in the
Bond Validation Final Judgment. As portions of the Related Development Property have been
developed, all right, title, and interest of the Corporations in and to such portions of the Related
Development Property have been: (i) transferred to one or more private taxpayers as
contributions to the capital of the taxpayers as such portions were developed, or (ii) purchased by
private taxpayers. The Corporations have retained all right, title, and interest of the undeveloped
portions of the Related Development Property. The Public Improvements, and portions of the
Property on which the Public Improvements are constructed, remain owned by the City or were
transferred to the City by the Type A Corporation and Type B Corporation.
1.13 The Public Improvements have been or will be constructed by or on behalf of the
Corporations using, in part, the net proceeds of bonds issued, from time to time, by the
Corporations. Bonds issued by the LGC Corporation to pay for Public Improvements will be
secured, in part, by either (i) a portion of the ad valorem tax increment resulting from
development within the Zone (the "LGC Tax Bonds") or (ii) a portion of the sales and use tax
increment resulting from development within the Zone (the "LGC Sales Tax Bonds"). Bonds
issued by the Type A Corporation to pay for Public Improvements will be secured, in part, by a
portion of the sales and use taxes collected on taxable sales and transactions within the Zone (the
"Type A Bonds"). Bonds issued by the Type B Corporation to pay for Public Improvements will
be secured, in part, by a portion of the sales and use taxes collected on taxable sales and
transactions within the Zone (the "Type B Bonds"). LGC Tax Bonds, LGC Sales Tax Bonds,
Type A Bonds, and Type B Bonds are collectively referred to as "Public Improvement Bonds."
The specific tax revenue that secures any one type of Public Improvement Bonds will not secure
and may not be used to pay debt service on any other type of Public Improvement Bonds.
1.14 As set forth in the Original Service and Assessment Plan, it is expected that: (i) the
portion of the ad valorem tax increment revenues resulting from development within the Zone
and pledged under the applicable indentures will be sufficient to pay debt service on the LGC
Tax Bonds; (ii) the portion of the sales and use tax increment revenues resulting from
development within the Zone and pledged under the applicable trust indentures will be sufficient
to pay debt service on the LGC Sales Tax Bonds; (iii) the portion of the Type A Corporation
sales and use taxes collected on taxable sales and transactions within the Zone and pledged under
the applicable trust indentures will be sufficient to pay debt service on the Type A Bonds; and
(iv) the portion of the Type B Corporation sales and use taxes collected on taxable sales and
transactions within the Zone and pledged under the applicable trust indentures will be sufficient
to pay debt service on the Type B Bonds. The Parties recognize, however, that from time to time
Debt Service Shortfalls may exist for one or more series of the Public Improvement Bonds.
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Consequently, as additional security for a series of Public Improvement Bonds, a portion of the
cost of the Facility Public Improvements have been assessed, and may be assessed in the future
as described herein, against the Facility Property based on the special benefit conferred on the
Facility Property by the Facility Public Improvements. The LGC Corporation has previously
issued its 2013A LGC Sales Tax Bonds, 2013 LGC Sales Tax Bonds, 2013 LGC Tax Bonds and
2021 LGC Tax Refunding Bonds (refunding the 2013 LGC Tax Bonds). The Type A
Corporation has issued its 2013 Type A Bonds; and, the Type B Corporation has issued its 2013
Type B Bonds. The 2013 LGC Sales Tax Bonds, 2013 LGC Tax Bonds, 2013 Type A Bonds,
and 2013 Type B Bonds are referred to collectively as the "2013 Project Infrastructure Bonds".
As discussed further below, the 2013 Facility Public Improvement Assessment was pledged, on a
pro-rata basis (based on the par amount of each series of 2013 Project Infrastructure Bonds
issued as a percentage of the total par amount of all 2013 Project Infrastructure Bonds), as
additional security for each series of 2013 Project Infrastructure Bonds in the event of a Debt
Service Shortfall. Assessment Revenue generated from the 2013 Facility Public Improvement
Assessment, if collected by the City in the event of Debt Service Shortfall, that is pledged to pay
Debt Service Shortfall for any one series of the 2013 Project Infrastructure Bonds is not pledged
to pay Debt Service Shortfalls for any other series of 2013 Project Infrastructure Bonds. In
connection with each series of 2013 Project Infrastructure Bonds: (i) LGC Corporation entered
into the 2013 LGC Sales Tax Bonds Reimbursement Agreement and the 2013 LGC Tax Bonds
Reimbursement Agreement, (ii) the Type A Corporation entered into the 2013 Type A Bonds
Reimbursement Agreement, and (iii) the Type A Corporation entered into the 2013 Type B
Bonds Reimbursement Agreement (such agreements are referred to collectively as the "2013
Reimbursement Agreements"). On January 19, 2021, the City issued its 2021 LGC Tax
Refunding Bonds that refunded all of the outstanding 2013 LGC Tax Bonds; and, the City
entered into a 2021 LGC Tax Bonds Reimbursement Agreement relating to the 2021 LGC Tax
Refunding Bonds. The 2021 LGC Tax Bonds Reimbursement Agreement pledged the portion of
the 2013 Facility Public Improvement Assessments previously allocated to the 2013 LGC Tax
Bonds to the 2021 LGC Tax Refunding Bonds and replaced the 2013 LGC Tax Bonds
Reimbursement Agreement in its entirety. Public Improvement Bonds secured in whole or in part
by Assessments levied against Property in the District as additional security in the event of a
Debt Service Shortfall, including the 2013 Project Infrastructure Bonds (but excluding the 2013
LGC Tax Bonds which were refunded by the 2021 LGC Tax Refunding Bonds) and the 2021
LGC Tax Refunding Bonds, are referred to collectively as "Project Infrastructure Bonds."
1.15 Assessment Revenue from the 2013 Facility Public Improvement Assessment levied
against the Facility Property as additional security for any series of Project Infrastructure Bonds
will be collected in the event of a Debt Service Shortfall in Semi-Annual Installments and
deposited into a segregated operating account (the "PID Operating Account") created and
controlled by the City as set forth in the applicable Reimbursement Agreement. Interest earned
on the PID Operating Account shall be added to and become part of the PID Operating Account.
If a Debt Service Shortfall is anticipated for more than one series of Project Infrastructure Bonds,
a portion of the funds in the PID Operating Account shall be transferred on a pro-rata basis to
separate sub-accounts corresponding to each issue of Project Infrastructure Bonds for which a
Debt Service Shortfall is anticipated to occur; and, such amounts shall be paid by the City from
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such sub-accounts to each of the Corporations under the applicable Reimbursement Agreement
to pay Debt Service Shortfalls for the applicable series of Project Infrastructure Bonds.
1.16 In the event the City issues additional Project Infrastructure Bonds secured, in part, by
Assessment Revenue from assessments levied against the Facility Property or the Related
Development Property for the purpose of paying a Debt Service Shortfall, such Assessment
Revenue will be collected in the event of a Debt Service Shortfall in Semi-Annual Installments
and deposited into a segregated sub-account of the PID Operating Account created and
controlled by the City that corresponds to such series of Project Infrastructure Bonds. The City
shall transfer funds from such sub-account to the applicable Corporation under a separate
Reimbursement Agreement (the form of which is attached as Exhibit H) to pay Debt Service
Shortfalls for the applicable series of additional Project Infrastructure Bonds; and, such funds
will be pledged by the applicable Corporation as additional security for the additional Project
Infrastructure Bonds.
1.17 Assessment Revenue collected by the City from Assessments levied against the Facility
Property or the Related Development Property for Additional Facility Public Improvements
and/or Related Development Public Improvements based on the special benefit conferred by
such Additional Facility Public Improvements or the Related Development Public Improvements
that is not pledged as security for any series of Project Infrastructure Bonds shall be due and
payable as described in Section 4.11 below and shall be deposited into a sub-account of the PID
Operating Account and used solely for the purposes determined by the City Council at the time
the Assessments are levied.
1.18 In connection with the 2013 Project Infrastructure Bonds, the 2013 Assessment
Ordinance levied the 2013 Facility Public Improvement Assessment against the Facility Property
based on the special benefit conferred on the Facility Property by the 2013 Public Improvements.
Under the terms of each respective Reimbursement Agreement relating to each series of the 2013
Project Infrastructure Bonds and the 2021 LGC Tax Refunding Bonds (which refunded the 2013
LGC Tax Bonds), the Assessment Revenue collected by the City from the 2013 Facility Public
Improvement Assessment in the event of Debt Service Shortfall must be transferred to the
applicable Corporation to pay Debt Service Shortfalls as set forth in each applicable
Reimbursement Agreement. The portion of the Assessment Revenue from the 2013 Facility
Public Improvement Assessment pledged to pay Debt Service Shortfalls for any one series of the
Project Infrastructure Bonds is not be pledged to pay Debt Service Shortfalls for any other series
of Project Infrastructure Bonds. As described in Sections 1.3 through 1.9 above, the City has
subsequently levied: (i) the Additional Facility Assessments against the Facility Property for the
Additional Facility Public Improvements, and (ii) the Annual Related Development Assessments
against certain portions of the Related Development Property for a portion of the costs of the
Related Development Public Improvements.
1.19 The 2013 Public Improvements fall into the following categories: (i) water, wastewater,
and drainage facilities or improvements, including sanitary sewer facilities, storm water
detention and retention facilities, and utility relocations related to such improvements; (ii) street
and roadway improvements, including related traffic signalization, signage, sidewalks, curbs,
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gutters, streetscape, landscaping, drainage improvements, and utility relocations related to such
street and roadway improvements; (iii) mass transit facilities; (iv) park improvements, (v)
landscaping; (vi) lighting and signage; (vii) pedestrian malls; and (viii) site improvements for
any of the foregoing, including, but not limited to, grading, erosion control, wetlands mitigation,
and floodplain reclamation. The 2013 Public Improvements are more particularly described in
the engineering report titled PUBLIC IMPROVEMENTS REPORT, The City of The Colony
Public Improvement District No. 1, The Colony, Texas dated November 30, 2012, prepared by
Graham Associates, Inc. (the "2013 Official Report"), a copy of which report is attached as
Exhibit B. The Related Development Public Improvements fall into the same categories plus: (i)
off street structured and surface parking facilities, (ii) special supplemental services for
improvement and promotion of the District, including services relating to advertising, promotion,
health and sanitation, water and wastewater, public safety, security, business recruitment,
development, recreation, and cultural enhancement; and (iii) payment of expenses incurred in the
administration and operation of the District.
1.20 The "hard" and "soft" costs for the 2013 Public Improvements and the Related
Development Public Improvements are estimated in the 2013 Official Report. The total cost of
the 2013 Public Improvements, including an allocable portion of land cost and an allocable
portion of Bond Issuance Costs, is estimated to be $94,800,000.00 (the "2013 Public
Improvements Cost") as shown on Exhibit B-1. The 2013 Official Report estimates the total cost
of the Related Development Public Improvements is $150,000,000.00 (the "Related
Development Public Improvements Cost"). The individual line item costs shown in the 2013
Official Report and on Exhibit B-1 for each category of improvements were estimates; and,
under the terms of the Original Service and Assessment Plan, such could vary between
categories so long as the 2013 Public Improvements Cost did not exceed $94,800,000.00 and the
costs of the Related Development Public Improvements, including the costs for which the 2013
Related Development Deferred Assessment has been deferred, does not exceed $150,000,000.00.
The 2013 Public Improvements Cost and Related Development Public Improvements Cost are
sometime referred to collectively as the "Public Improvements Cost." On January 19, 2021, the
City approved Ordinance No. 2021-___ (the "2021 City Ordinance"), approving this Service and
Assessment Plan and making certain finding and determinations related to the District. In the
2021 City Ordinance, the City Council ratified and confirmed the allocation of the 2013 Public
Improvements Cost approved by the 2013 Assessment Ordinance and Original Service and
Assessment Plan as follows: (1) $83,400,000 for the special benefit to the Facility Property for
which the 2013 Facility Public Improvement Assessment was levied, and (2) $11,400,000.00 for
the benefit to the Related Development Property for which the 2013 Related Development
Deferred Assessment has been deferred. Additionally, the 2021 City Ordinance confirmed that
the actual costs for the 2013 Public Improvements exceeded the estimated 2013 Public
Improvements Cost of $94,800,000.00 described in the Original Service and Assessment Plan,
the 2013 Official Report, and 2013 Special Benefit Analysis.
1.21 In addition to the 2013 Facility Public Improvement Assessment, the City has levied and
will continue to levy Assessments (the "Additional Facility Assessments") unrelated to Project
Infrastructure Bonds or the 2013 Public Improvements against the Facility Property for
"Additional Facility Public Improvements" that fall into the following categories: (i) water,
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wastewater, and drainage facilities or improvements, including sanitary sewer facilities, storm
water detention and retention facilities, and utility relocations related to such improvements;
(ii) street and roadway improvements, including related traffic signalization, signage, sidewalks,
curbs, gutters, streetscape, landscaping, drainage improvements, and utility relocations related to
such street and roadway improvements; (iii) mass transit facilities; (iv) park improvements, (v)
landscaping; (vi) lighting and signage; (vii) pedestrian malls; (viii) site improvements for any of
the foregoing, including, but not limited to, grading, erosion control, wetlands mitigation, and
floodplain reclamation; (ix) special supplemental services for improvement and promotion of the
District, including services relating to advertising, promotion, health and sanitation, water and
wastewater, public safety, security, business recruitment, development, recreation, and cultural
enhancement; and (x) payment of expenses incurred in the administration and operation of the
District. The Additional Facility Public Improvements for which Assessments have been levied
are more particularly described in the special benefits reports attached to the 2015 Annual
Service Plan Update, 2016 Annual Service Plan Update, 2017 Annual Service Plan Update, 2018
Annual Service Plan Update, 2019 Annual Service Plan Update, and 2020 Annual Service Plan
Update. The Additional Facility Assessments have not been and will not be pledged as security
for any series of Project Infrastructure Bonds. The Creation Resolution establishes a cap on the
amount of total costs for which Assessments may be levied against the Facility Property and in
no event shall the total amount of Assessments levied against the Facility Property for the 2013
Public Improvements and the Additional Facility Public Improvements exceed $150,000,000.
1.22 The Act governs the process by which the Public Improvements Cost is allocated to and
assessed against the Property. This process requires the preparation of an ongoing updated
Service Plan, Assessment Plan, and Assessment Roll.
1.23 The Act requires the preparation, and the presentment to and review and approval by the
City Council, of a Service Plan covering a period of at least five years and defining the annual
indebtedness and projected costs of the Public Improvements. The Service Plan must be
reviewed and updated at least annually to determine the annual budget for the Public
Improvements. The Service Plan is contained in Section 3.
1.24 The Act requires the Service Plan to include an Assessment Plan. The Assessment Plan
assesses the Public Improvements Cost against the Property on the basis of the special benefits
conferred upon the Property by the Public Improvements. The Public Improvements Cost may be
assessed in any manner that results in imposing equal shares of the cost on Parcels similarly
benefited. The special benefit of the Public Improvements is being apportioned by this Service
and Assessment Plan to the Property in the amount of the Public Improvements Cost. The
Assessment Plan is contained in Section 4.
1.25 The Act requires the preparation of an Assessment Roll after the total Public
Improvements Cost has been determined. The Assessment Roll must state the assessment against
each Parcel determined by the method of assessment chosen by the City Council in the
Assessment Plan. The assessment against a Parcel must be sufficient to pay the share of the
Public Improvements Cost allocated to the Parcel and cannot exceed the special benefit
conferred upon the Parcel. The Assessment Roll is contained in Section 5.
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SECTION 2
DEFINITIONS
“121 LLC” is means 121 Acquisition Company, LLC, a Texas limited liability company.
“2013 Assessment Ordinance” means the Ordinance No. 2013-1992 adopted by the City Council
on February 7, 2013, approving the Original Service and Assessment Plan, including Assessment
Roll, and levying the 2013 Facility Public Improvement Assessment.
“2013 Facility Public Improvement Assessment” is defined in Section 1.2.
“2013 LGC Sales Tax Bonds” means the LGC Corporation's $15,875,000 Sales Tax Increment
Contract Revenue Bonds (Nebraska Furniture Mart Texas Project Infrastructure Bonds) Series
2013 secured by a portion of the sales and use tax increment resulting from development within
the Zone and a pro-rata share of Assessment Revenue from the collection of the 2013 Facility
Public Improvement Assessment in the event of a Debt Service Shortfall.
“2013 LGC Sales Tax Bonds Reimbursement Agreement” means that certain City of the Colony
Public Improvement District No. 1 Reimbursement Agreement, executed as of February 7, 2013,
between the City and the LGC Corporation, relating to the 2013 LGC Sales Tax Bonds.
“2013A LGC Sales Tax Bonds” means the LGC Corporation's $106,850,000 Sales Tax
Increment Contract Revenue Bonds Series 2013A secured by a portion of the sales and use tax
increment resulting from development within the Zone.
“2013 LGC Tax Bonds” means the LGC Corporation's $19,515,000 Tax Increment Contract
Revenue Bonds (Nebraska Furniture Mart Texas Project Infrastructure Bonds) Series 2013
secured by a portion of the ad valorem tax increment resulting from development within the
Zone and a pro-rata share of Assessment Revenue from the collection of the 2013 Facility Public
Improvement Assessment in the event of a Debt Service Shortfall.
“2013 LGC Tax Bonds Reimbursement Agreement” means that certain City of the Colony Public
Improvement District No. 1 Reimbursement Agreement, executed as of February 7, 2013,
between the City and the LGC Corporation, relating to the 2013 LGC Tax Bonds.
"2013 Official Report" is defined in Section 1.19.
“2013 Project Infrastructure Bonds” means collectively the 2013 LGC Tax Bonds, the 2013 LGC
Sales Tax Bonds, the 2013 Type A Bonds, and the 2013 Type B Bonds.
"2013 Public Improvements" means those Facility Public Improvements described in the 2013
Official Report allocated to the Facility Property and for which the 2013 Facility Public
Improvement Assessment was levied under the 2013 Assessment Ordinance.
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"2013 Public Improvements Cost" is defined in Section 1.20.
“2013 Reimbursement Agreements” is defined in Section 1.13.
“2013 Related Development Deferred Assessment” is defined in Section 1.2.
"2013 Special Benefits Report" is defined in Section 4.3.
“2013 Type A Bonds” means the means the Type A Corporation's $29,580,000 Sales Tax
Revenue Bonds (Nebraska Furniture Mart Texas Project Infrastructure Bonds) Series 2013
secured by a portion of the sales and use taxes collected on taxable sales and transactions within
the Zone and a pro-rata share of Assessment Revenue from the collection of the 2013 Facility
Public Improvement Assessment in the event of a Debt Service Shortfall.
“2013 Type A Bonds Reimbursement Agreement” means that certain City of the Colony Public
Improvement District No. 1 Reimbursement Agreement, executed as of February 7, 2013,
between the City and the Type A Corporation, relating to the 2013 Type A Bonds.
“2013 Type B Bonds” means the means the means the Type B Corporation's $29,580,000 Sales
Tax Revenue Bonds (Nebraska Furniture Mart Texas Project Infrastructure Bonds) Series 2013
secured by a portion of the sales and use taxes collected on taxable sales and transactions within
the Zone and a pro-rata share of Assessment Revenue from the collection of the 2013 Facility
Public Improvement Assessment in the event of a Debt Service Shortfall.
“2013 Type B Bonds Reimbursement Agreement” means that certain City of the Colony Public
Improvement District No. 1 Reimbursement Agreement, executed as of February 7, 2013,
between the City and the Type A Corporation, relating to the 2013 Type B Bonds.
“2015 Annual Service Plan Update” means the "City of the Colony Public Improvement District
No. 1 2015/16 Annual Service and Assessment Plan" dated August 13, 2015 as amended
September 14, 2015, approved by the 2015 Assessment Ordinance.
“2015 Assessment Ordinance” means Ordinance No. 2015-2160 adopted by the City on
September 15, 2015 approving the 2015 Annual Service Plan Update attached thereto as Exhibit
C and levying the 2015 Facility Assessment and 2015 Related Development Assessments shown
on the Assessment Roll attached thereto as Exhibit B.
“2015 Facility Assessment” is defined in Section 1.3.
“2015 Related Development Assessment” is defined in Section 1.3.
“2016 Annual Service Plan Update” means the "City of the Colony Public Improvement District
No. 1 2016/17 Annual Service and Assessment Plan" dated August 10, 2016 as amended August
29, 2016, approved by the 2016 Assessment Ordinance.
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“2016 Assessment Ordinance” means Ordinance No. 2016-2232 adopted by the City on
September 6, 2016 approving the 2016 Annual Service Plan Update attached thereto as Exhibit C
and levying the 2016 Facility Assessment and 2016 Related Development Assessments shown
on the Assessment Roll attached thereto as Exhibit B.
“2016 Facility Assessment” is defined in Section 1.4.
“2016 Related Development Assessment” is defined in Section 1.4.
“2017 Annual Service Plan Update” means the "City of the Colony Public Improvement District
No. 1 2017/18 Annual Service and Assessment Plan" dated August 16, 2017 as amended
September 11, 2017, approved by the 2017 Assessment Ordinance.
“2017 Assessment Ordinance” means Ordinance No. 2017-2283 adopted by the City on
September 19, 2017 approving the 2017 Annual Service Plan Update attached thereto as Exhibit
C and levying the 2017 Facility Assessment and 2017 Related Development Assessments shown
on the Assessment Roll attached thereto as Exhibit B.
“2017 Facility Assessment” is defined in Section 1.5.
“2017 Related Development Assessment” is defined in Section 1.5.
“2018 Annual Service Plan Update” means the "City of the Colony Public Improvement District
No. 1 2018/19 Annual Service and Assessment Plan" dated September 12, 2018 and approved by
the 2018 Assessment Ordinance.
“2018 Assessment Ordinance” means Ordinance No. 2018-2335 adopted by the City on
September 18, 2018 approving the 2018 Annual Service Plan Update attached thereto as
Exhibit C and levying the 2018 Facility Assessment and 2018 Related Development
Assessments shown on the Assessment Roll attached thereto as Exhibit B.
“2018 Facility Assessment” is defined in Section 1.6.
“2018 Related Development Assessment” is defined in Section 1.6.
“2019 Annual Service Plan Update” means the "City of the Colony Public Improvement District
No. 1 2018/19 Annual Service and Assessment Plan" dated September 12, 2018 and approved by
the 2018 Assessment Ordinance.
“2019 Assessment Ordinance” means Ordinance No. 2019-2376 adopted by the City on
September 17, 2019 approving the 2019 Annual Service Plan Update attached thereto as
Exhibit C and levying the 2019 Facility Assessment and 2019 Related Development
Assessments shown on the Assessment Roll attached thereto as Exhibit B.
“2019 Facility Assessment” is defined in Section 1.7.
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“2019 Related Development Assessment” is defined in Section 1.7.
“2020 Assessment Ordinance” means Ordinance No. 2020-2407 adopted by the City on
September 15, 2020 levying the 2020 Facility Assessment and 2020 Related Development
Assessments shown on the Assessment Roll attached thereto as Exhibit B.
“2020 Facility Assessment” is defined in Section 1.8.
“2020 Related Development Assessment” is defined in Section 1.8.
“2021 City Ordinance” is defined in Section 1.20.
“2021 LGC Tax Refunding Bonds” means the LGC Corporation's $_______ Tax Increment
Contract Revenue Refunding Bonds (Nebraska Furniture Mart Texas Project) Taxable Series
2021 that refunded the 2013 LGC Tax Bonds and that are secured by a portion of the City Tax
Increment and County Tax Increment (each as defined in the Final Project and Finance Plan) and
a pro-rata share of Assessment Revenue from the collection of the 2013 Facility Public
Improvement Assessment in the event of a Debt Service Shortfall.
“2021 LGC Tax Refunding Bonds Reimbursement Agreement” means that certain City of the
Colony Public Improvement District No. 1 Reimbursement Agreement, executed as of January
19, 2021, between the City and the LGC Corporation, relating to the 2021 LGC Tax Refunding
Bonds that replaces the 2013 LGC Tax Bonds Reimbursement Agreement in its entirety.
“2021 Ordinance” means Ordinance No. 2021-__ adopted by the City on January 19, 2021
approving this Amended and Restated Service and Assessment Plan for the District amending
and restating the Original Service and Assessment Plan, as the same has been updated by the
2015 through 2020 Annual Service Plan Updates, in its entirety.
“Act” is defined in Section 1.1.
“Additional Facility Assessments” is defined in Section 1.21.
“Additional Facility Public Improvements” is defined in Section 1.21.
“Annual Related Development Assessments” means, collectively, the 2015 Related
Development Assessment, the 2016 Related Development Assessment, 2017 Related
Development Assessment, 2018 Related Development Assessment, 2019 Related Development
Assessment, and 2020 Related Development Assessment; and, such term shall include any future
Assessment levied by the City for the Related Development Public Improvements Cost that is
not pledged as security for any series of Project Infrastructure Bonds.
“Annual Service Plan Update” means an update to this Amended and Restated Service and
Assessment Plan prepared no less frequently than annually by the Administrator and approved
by the City Council.
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“Administrator” means any person or entity designated by the City Council to perform the
obligations of the Administrator under this Service and Assessment Plan.
“Assessment” means, for a Parcel, the portion of the Public Improvements Cost allocated to and
assessed against the Parcel based on the special benefit conferred on the Parcel by the Public
Improvements.
“Assessment Plan” is defined in Section 1.9.
“Assessment Roll” is defined in Section 1.9.
“Assessment Revenue” means the revenues (excluding Semi-Annual District Expenses) received
by the City from: (i) the payment of Assessments that are pledged as additional security for any
series of Project Infrastructure Bonds that is collected in Semi-Annual Installments in the event
of a Debt Service Shortfall; and (ii) the payment of Assessments levied for Additional Facility
Public Improvements and/or Related Development Public Improvements that are not pledged as
additional security for any series of Project Infrastructure Bonds and that are collected in
accordance with this Service and Assessment Plan.
"Bond Issuance Costs" mean the costs and expenses paid or incurred by the Corporations to issue
the Project Infrastructure Bonds including, but not limited to, capitalized interest, debt service
reserve funds, and other customary cost of costs of issuance.
"Bond Validation Final Judgment" means the "Final Judgment" entered January 18, 2012, in Ex
Parte City of The Colony filed by the City of The Colony, Texas, pursuant to Chapter 1205,
Texas Government Code, in the 53rd Judicial District Court of Travis County, Texas, Cause No.
0-1-GV-11-001995.
"City" is defined in Section 1.1.
“City Council” is defined in Section 1.1.
"Corporations" are defined in Section 1.10.
“Creation Resolution” is defined in Section 1.1.
"Debt Service Shortfall" means, for any issue of Project Infrastructure Bonds, the amount by
which the debt service requirements for any payment date for any issue exceeds the sum of
(i) capitalized interest available to pay debt service requirements on any payment date for such
Project Infrastructure Bonds, (ii) the specific tax revenues collected and available for debt
service under the applicable trust indentures for such Project Infrastructure Bonds, and (iii) any
additional lawfully available funds made available to the trustee under the applicable trust
indentures for such Project Infrastructure Bonds to pay debt service as of the applicable Semi-
Annual Calculation Date.
“Delinquent Collection Costs” mean, for a Parcel, interest, penalties and attorneys’ fees that are
authorized by the Act and that directly or indirectly relate to the collection of delinquent
Assessments, Semi-Annual Installments and any other delinquent payments due under this
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Service and Assessment Plan with respect to such Parcel, including costs and expenses related to
the foreclosure of liens.
"District" is defined in Section 1.1.
"Facility" is defined in Section 1.11.
"Facility Parking" is defined in Section 1.11.
"Facility Property" is defined in Section 1.10.
"Facility Public Improvements" are defined in Section 1.11.
"LGC Corporation" is defined in Section 1.10.
"LGC Property" is defined in Section 1.10.
"LGC Sales Tax Bonds" are defined in Section 1.13.
"LGC Tax Bonds" are defined in Section 1.13.
“LGC Tax Bonds Reimbursement Agreement” is defined in Section 1.14.
"LLC Property" is defined in Section 1.10.
“Original Service and Assessment Plan” means the City of The Colony Public Improvement
District No. 1 Service and Assessment Plan, dated February 7, 2013, approved by the 2013
Assessment Ordinance.
“Parcel” means a parcel or tract of land within the District that is identified by (i) a metes and
bounds description, (ii) a tax map identification number assigned by the Denton County
Appraisal District for real property tax purposes, or (iii) a lot and block number shown on a final
subdivision plat recorded in the real property records of Denton County, Texas.
"PID Operating Account" is defined in Section 1.15.
“Prepayment Costs” mean expenses paid or incurred by the City in connection with the
prepayment of an Assessment; provided, however, that such term does not include any unpaid
interest on any Project Infrastructure Bonds to be redeemed from monies received from the
prepayment of an Assessment that accrues between the time of prepayment and the redemption
date of such Project Infrastructure Bonds to be redeemed.
“Project Infrastructure Bonds” is defined in Section 1.14.
“Property” is defined in Section 1.1.
"Public Improvements" are defined in Section 1.11.
"Public Improvement Bonds" are defined in Section 1.13.
"Public Improvements Cost" is defined in Section 1.20.
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"Reimbursement Agreement" means a reimbursement agreement related to a series of Project
Infrastructure Bonds entered into by the City and each of the Corporations in substantially the
form of Exhibit H that sets forth the calculation of a Debt Service Shortfall and the collection
and transfer of the Assessments pledged as security for the related Project Infrastructure Bonds.
"Related Development" is defined in Section 1.11.
"Related Development Property" is defined in Section 1.10.
"Related Development Public Improvements" are defined in Section 1.11.
"Related Development Public Improvements Cost" is defined in Section 1.20.
"Semi-Annual Administrative Costs" mean the actual or estimated costs paid or incurred in
connection with the administration and operation of the District that may be paid from the
additional interest authorized by Section 372.018(a) of the Act including, but not limited to: (i)
an amount to pay Prepayment Costs; (ii) an amount equal to the amount by which Semi-Annual
Collection Costs paid or incurred exceed Semi-Annual Collection Costs collected; and (iii) an
amount to pay Public Improvements Cost under circumstances determined appropriate by the
City Council.
"Semi-Annual Billing Date" is defined in Section 4.10.
"Semi-Annual Calculation Date" is defined in Section 4.10.
“Semi-Annual Collection Costs” mean the actual or estimated costs (including reasonable
attorneys’ fees) paid or incurred in connection with: (i) the preparation of Service Plan Updates
and the resulting adjustments, if any, to Assessments or Semi-Annual Installments; (ii) the
computation, collection, and application of payments of Assessments and Semi-Annual
Installments and any other payments related thereto; (iii) the performance of any duties or
obligations imposed by this Service and Assessment Plan related to the computation, collection,
and application of payments of Assessments and Semi-Annual Installments and any other related
payments, including payment of any fees charged by the Administrator, or related to the use of
any of the foregoing payments to pay Public Improvements Cost; and (iv) maintaining books and
records with respect to the foregoing.
"Semi-Annual District Expenses" means the sum of Semi-Annual Administrative Costs, Semi-
Annual Collection Costs, and Delinquent Collection Costs.
“Semi-Annual Installment” means the amount of an Assessment against a Parcel collected in
semi-annual installment payments each of which is the sum of: (i) all Debt Service Shortfalls for
any outstanding Project Infrastructure Bonds, which amount may be zero; plus (ii) Semi-Annual
Collection Costs allocated to the Parcel; plus (iii) Delinquent Collection Costs attributable to the
Parcel; plus (iv) any additional interest authorized by Section 372.018(a) of the Act allocated to
the Parcel.
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“Service and Assessment Plan” means this Amended and Restated City of The Colony Public
Improvement District No. 1 Service and Assessment Plan, dated January 19, 2021, as amended
and updated.
“Service Plan” is defined in Section 1.9.
“Service Plan Update” is defined in Section 3.1.
“Type A Bonds” are defined in Section 1.13.
“Type A Corporation” is defined in Section 1.10.
“Type B Bonds” are defined in Section 1.13.
“Type B Corporation” is defined in Section 1.10.
“Zone” is defined in Section 1.1.
SECTION 3
SERVICE PLAN
3.1 This Section 3 is the Service Plan for the District. This Service Plan covers a period of at
least five years beginning with calendar year 2021 and sets forth the projected cost and annual
indebtedness for: (i) the Facility Public Improvements, consisting of (A) the 2013 Public
Improvements and (B) the Additional Facility Public Improvements; and (ii) the Related
Development Public Improvements. The Service Plan shall be reviewed and updated at least
annually for the purpose of determining the annual budget for the Facility Public Improvements
and Related Development Public Improvements (each such update, a “Service Plan Update”).
3.2 The 2021 City Ordinance confirmed: (1) the 2013 Public Improvements for which the
2013 Facility Public Improvement Assessment was levied and for which the 2013 Related
Development Deferred Assessment has been deferred have been constructed and accepted by the
City, and (2) the actual costs for the 2013 Public Improvements exceeded the estimated 2013
Public Improvements Cost of $94,800,000.00 originally estimated in the Original Service and
Assessment Plan.. The projected costs for the Additional Facility Public Improvements and the
Related Development Public Improvements Cost for the next five years are shown on Exhibit C.
3.3 The five-year projection of annual indebtedness for the 2013 Public Improvements Cost
is shown on Exhibit D. The annual indebtedness for the 2013 Public Improvements Cost in any
given year is the sum of the Semi-Annual Installments for the Project Infrastructure Bonds for
the year. The annual indebtedness for the Additional Facility Public Improvements and the
Related Development Public Improvements is the Additional Facility Assessment and Annual
Related Development Assessments the City has levied or expects to levy for each year shown.
The five-year projection of annual indebtedness for the Additional Facility Public Improvements
and the Related Development Public Improvements Cost is shown on Exhibit D-1. The principal
amount of any Assessment may be reduced but not increased. Semi-Annual District Expenses
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may be reduced or increased. All adjustments to Assessments shall be reflected in each Service
Plan Update. Pursuant to the Creation Resolution, the costs for Facility Public Improvements,
including land costs, for which Assessments may be levied may not exceed $150,000,000 and
the costs for Related Development Public Improvements for which Assessments may be levied
may not exceed $150,000,000. Based on the 2013 Facility Public Improvement Assessment and
the Additional Facility Assessments that have been levied to date, the maximum costs for
Additional Facility Public Improvements for which Assessments may be levied in the future is
$61,896,428.93. Based on the Annual Related Development Assessments that have been levied
to date, the maximum costs for Related Development Public Improvements for which
Assessments may be levied in the future is $146,934,261.05 (which total includes the deferred
levy of $11,400,000.00 for the portion of the 2013 Public Improvements Cost allocated to the
Related Development Property).
SECTION 4
ASSESSMENT PLAN
4.1 Method of Assessment. This Section 4 is the Assessment Plan for the District. This
Assessment Plan apportions the Public Improvements Cost to be assessed on the basis of the
special benefits conferred on the Facility Property and the Related Development Property by the
Public Improvements. The Act provides that the Public Improvements Cost may be assessed
equally per front foot or square foot (with or without regard to the value of improvements
constructed on the land) or in any other manner that results in imposing equal shares of the cost
on property similarly benefited.
4.2 Best and Highest Use. Based on: (i) the size and location of the Property within the
corporate limits of the City; (ii) the lack of public infrastructure to serve development of the
Property; (iii) the proximity of the Property to public roadways and water and sewer facilities;
(iv) the proximity of the Property to population and employment centers; (v) the scope and
economic impact of the Facility, Facility Parking, and Related Development on the City, Denton
County; and the north Texas region; (vi) existing and projected land uses in the vicinity of the
Property; (vii) projected growth in the greater Dallas metropolitan area and, in particular, along
the State Highway 121 corridor; and (viii) the quality of the proposed development within the
Property, the City Council has determined that: (A) the best and highest use of the Property is for
the development of the Facility, Facility Parking, and Related Development; (B) achieving the
best and highest use of the Property requires the Public Improvements; (C) without the Public
Improvements the Property will not be developed to its best and highest use; (D) the
establishment of the District provides an effective means of funding the Public Improvements to
achieve the best and highest use for the Property without financial burden to the City; and (E) the
Public Improvements will promote the interests of the City and confer a special benefit on the
Property.
4.3 2013 Public Improvements Cost. The City Council has received, reviewed, and approved
that certain SPECIAL BENEFITS REPORT, The City of The Colony Public Improvement
District No. 1, The Colony, Texas dated November 30, 2012, prepared by Graham Associates,
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Inc., a copy of which is attached as Exhibit E (the “2013 Special Benefits Report”).
4.3.1 Based on the 2013 Special Benefits Report, the City Council has determined that
$83,400,000.00 of the 2013 Public Improvements Cost should be allocated to and
assessed against the Facility Property as shown on Exhibit E-1 attached hereto. The City
Council has further determined, based on the 2013 Special Benefits Report, that the
special benefit conferred on the Facility Property is uniform by area; therefore, the
Facility Property should be assessed $775,309.10 per gross acre. The individual line item
costs shown in the 2013 Special Benefits Report and on Exhibit E-1 for each category of
improvements are estimates and may vary item-to-item so long as the 2013 Public
Improvements Cost does not exceed $94,800,000.00.
4.3.2 Based on the 2013 Special Benefits Report, the City Council determined that
$11,400,000.00 of the 2013 Public Improvements Cost should be allocated to and
assessed against the Related Development Property as shown on Exhibit E-1 attached
hereto. As of the date of this Service and Assessment Plan, the Related Development
Property, or portions thereof, that will be specially benefited by the 2013 Public
Improvements is not known with sufficient certainty; and, the deferral of the 2013
Related Development Deferred Assessment in the amount of $11,400,000.00 that was
deferred under the 2013 Assessment Ordinance is hereby restated and shall be deferred
until the development of the Related Development Property is certified as complete by
the owner; whereupon, the City Council may levy the deferred Assessments in
accordance with the Act.
4.4 Related Development Public Improvements Cost. Based on the 2013 Special Benefits
Report, the City Council determined that up to $150,000,000 may be assessed against the
Related Development Property. As confirmed by the 2021 City Ordinance, the City Council
found and determined that a portion of the 2013 Public Improvements Cost in the amount of
$11,400,000.00 was allocated to the the Related Development Property based on the special
benefit received from the 2013 Public Improvements. As of the date of this Service and
Assessment Plan, the City has levied a total of $3,065,738.95 in Assessments (which does not
include the 2013 Related Development Deferred Assessment in the amount $11,400,000) against
benefitted portions of the Related Development Property for Related Development Public
Improvements. As of the date of this Service and Assessment Plan, $2,575,297.92 of such
Assessments have been paid in full. The 2020 Related Development Assessment in the amount
of $490,441.03 will be delinquent if not paid by January 31, 2021. The Assessments levied
against the Related Development Property for the Related Development Improvements have not
been pledged as security for any series of Project Infrastructure Bonds.
4.5 Additional Facility Public Improvements Cost. The Creation Resolution estimated the
costs of Facility Public Improvements to be to $150,000,000.00 which serves as the maximum
total Assessments that may be levied against the Facility Property. As described above, the 2013
Special Benefits Reports estimated the 2013 Public Improvements Costs to be $94,800,000.00,
of which $83,400,000.00 was levied against the Facility Property leaving $66,600,000 available
to be levied against the Facility Property for costs for Additional Facility Public Improvements.
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As of the date of this Service and Assessment Plan, the City has levied a total of $4,703,571.07
in Assessments against the Facility Property for the Additional Facility Public Improvements and
$4,132,903.08 of such Assessments have been paid in full. The 2020 Facility Assessment in the
amount of $570,667.99 is delinquent if not paid on or before January 31, 2021. The Assessments
levied against the Facility Property for the Additional Facility Public Improvements have not
been pledged as security for any series of Project Infrastructure Bonds, including the Project
Infrastructure Bonds.
4.6 Adjustment of Assessments, Subdivision; Change to Tax Exempt. Until construction of a
Public Improvement is complete and accepted by the City or Corporation, as the case may be, the
Assessments described in this Article IV are based on estimates of the Public Improvements
Cost. If the actual cost of the Public Improvements is less than the estimates, the Assessments
shall be reduced as determined by the Administrator and approved by the City Council in a
Service Plan Update.
4.6.1 Upon Subdivision. If the Facility Property is subdivided, the Assessment against
the property will be reallocated among the subdivided Parcels on a per-acre basis as
determined by the Administrator and reflected in a Service Plan Update approved by the
City Council after a public hearing for which notice (i) addressed to "Property Owner"
has been mailed, regular mail, to the current address of the owner of the property being
subdivided as reflected on the tax rolls, and (ii) addressed to "Trustee" has been mailed,
regular mail, to the trustee under each indenture related to Project Infrastructure Bonds.
Other than annual Assessments that are not pledged as security to any series of PID
bonds, any Assessment against Related Development Property will not be reallocated
among subdivided Parcels until the development of the Related Development Property is
certified as complete by the owner.
4.6.2 Upon Becoming Tax Exempt. If any portion of the Facility Property becomes
exempt from the payment of ad valorem taxes, the owner of such portion shall pay to the
City the unpaid principal amount of the Assessment allocated (on a per-acre basis) to
such portion of the Facility Property plus, if applicable, accrued interest through the date
of payment. Prepayment Costs, if any, shall be paid as a Semi-Annual Administrative
Cost.ꢀ
4.7 Prepayment of Assessments. The unpaid principal amount of an Assessment may be
prepaid in full or in part at any time, together with accrued interest, if any, through the date of
prepayment; whereupon the Assessment and corresponding assessment lien automatically
terminate and shall be reduced to zero in a Service Plan Update. Prepayment Costs, if any, may
be paid by the Administrator from Semi-Annual Administrative Costs.
4.8 Accrual of Interest. Assessments shall not bear interest except for interest authorized by
Section 372.018(a) of the Act. Assessments that are deferred may bear interest as approved by
the City Council at the time the Assessments are levied.
4.9 Semi-Annual Installments of Assessments Related to Project Infrastructure Bonds.
Assessments levied against the Facility Property and/or the Related Development Property and
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pledged as security to any series of Project Infrastructure Bonds, including the 2013 Facility
Public Improvement Assessment securing the 2013 Project Infrastructure Bonds and 2021 LGC
Tax Refunding Bonds, shall be due and payable to the City in Semi-Annual Installments as set
forth in the applicable Reimbursement Agreement beginning on the date stated in the applicable
Reimbursement Agreement and continuing every March 1 and September 1 thereafter and will
be delinquent if not paid within three calendar days after it is due and payable. Semi-Annual
Installments are not required to be level amounts and will vary depending on Semi-Annual
District Expenses and the amounts, if any, of Debt Service Shortfalls. For so long as any Project
Infrastructure Bonds remain outstanding, each of the Corporations, pursuant to a Reimbursement
Agreement, is required to calculate its respective Debt Service Shortfall amount for each bond
issue based on the "Bond Debt Service" schedules attached as Exhibit G-1, and each
Corporation shall certify such Debt Service Shortfall amount to the City no later than each
February 1 or August 1 commencing August 1, 2013 (each a "Semi-Annual Calculation Date").
Upon notification of each Debt Service Shortfall amount due for each bond issue, the City shall
calculate the amount of the Semi-Annual Installment and shall submit a bill to each property
owner no later than each February 15 and August 15 commencing August 15, 2013 (each a
"Semi-Annual Billing Date"). The City will use all reasonable efforts to collect Semi-Annual
Installments before they become delinquent. If a Semi-Annual Installment becomes delinquent,
all remedies at law or under the Act shall be available to the City.
4.10 Annual Payment of Assessments Not Related to Project Infrastructure Bonds.
Assessments levied against the Facility Property or the Related Development Property for costs
of the Additional Facility Public Improvements or the Related Development Public
Improvements that are not pledged as security for Project Infrastructure Bonds shall be updated
annually and shall be collected by the City in the same manner and at the same time as ad
valorem taxes in the amount shown on the Assessment Rolls attached to each Annual Service
Plan Update. Such Assessments shall be due when billed and shall be delinquent if not paid prior
to February 1 of the following year. Failure of a landowner to receive an invoice for such
Assessment on the property tax bill shall not relieve the landowner of the responsibility for
payment of the Assessment. Assessment Revenue collected by the City from Assessments levied
against the Facility Property or the Related Development Property for Additional Facility Public
Improvements and/or Related Development Public Improvements based on the special benefit
conferred by such Additional Facility Public Improvements or the Related Development Public
Improvements that is not pledged as security for any series of Project Infrastructure Bonds and
shall be deposited into a sub-account of the PID Operating Account and used solely for the
purposes determined by the City Council at the time the Assessments are levied.
4.11 PID Operating Account. Assessment Revenue from the collection of Semi-Annual
Installments of an Assessment against the Facility Property and/or Related Development
Property in connection with the issuance of a series of Project Infrastructure Bonds will be
deposited by the City into the PID Operating Account, including sub-accounts corresponding to
each issue of Project Infrastructure Bonds, as applicable, immediately upon receipt and will be
transferred by the City to the respective Corporations, or to the applicable trustee(s) for the
benefit of such Corporations, to pay Debt Service Shortfalls, if any, by September 5, 2013, and
by each March 5 and September 5 thereafter for so long as Project Infrastructure Bonds are
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outstanding. Assessment Revenue from the collection of an Assessment against the Facility
Property and/or Related Development Property unrelated to the issuance of a series of Project
Infrastructure Bonds will be deposited by the City into the PID Operating Account, including
sub-accounts as applicable, immediately upon receipt and shall be used solely for the purposes
determined by the City Council at the time such Assessments were levied. Any Assessment
Revenue due to the Corporations on any such date but collected by the City after the due date
shall be transferred to the respective Corporations or applicable trustee(s) within two business
days.
4.12 Reduction of Assessment Against the Facility Property. The Assessment against the
Facility Property (and the corresponding assessment lien) shall be reduced by the sum of all
amounts by which the outstanding principal of the Project Infrastructure Bonds for which the
PID Operating Account is pledged, as additional security, are reduced and by sum of all
prepayments of the Assessment made pursuant to Section 4.8. The current outstanding principal
amount of the Assessments levied against the Facility Property based on the debt service
schedules related to the Project Infrastructure Bonds attached as Exhibit G-1 is set forth in
Section 5 below.
4.13 Security for Payment. All payments due in accordance with this Service and Assessment
Plan shall be treated the same with respect to the liens created to secure payment and the rights
of the City, including foreclosure, in the event of delinquencies. Any foreclosure sale of a Parcel
for nonpayment of any such amounts shall be subject to a continuing lien for the remaining
unpaid amounts in accordance with state law.
4.14 Release of Lien. When an Assessment, as reduced in accordance with Section 4.13
above, if applicable, has been paid in full, including Delinquent Collection Costs and any other
related amounts owed under this Service and Assessment Plan, the Administrator shall notify the
City, and the City shall execute a release, in recordable form, evidencing full payment of the
Assessment and the unconditional release of the lien securing payment of the Assessment. All
releases shall be reflected in a Service Plan Update.
4.15 Findings and Determinations. The findings and determinations by the City Council set
forth in this Service and Assessment Plan are based on: (i) the 2013 Official Report prepared by
Graham Associates, Inc.; (ii) the 2013 Special Benefits Report prepared by Graham Associates,
Inc.; (iii) evidence and testimony presented to the City Council; and (iv) information made
available to the City Council. The City Council hereby confirms and ratifies the findings and
determinations made by the City Council in the 2015 Assessment Ordinance, 2016 Assessment
Ordinance, 2017 Assessment Ordinance, 2018 Assessment Ordinance, 2019 Assessment
Ordinance and 2020 Assessment Ordinance, including the special benefits reports and annual
service plan updates attached thereto. The City Council has relied on the information contained
in the 2013 Official Report, 2013 Special Benefits Report, the reports and special benefit
analysis contained in each Annual Service Plan Update, evidence, and testimony in the
preparation and approval of this Service and Assessment Plan and the allocation of the Public
Improvements Cost to the Property. Such findings and determinations represent the discretionary
exercise by the City Council of its legislative and governmental authority and power, and such
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findings and determinations are conclusive and binding on the current and future owners of the
Property. The Corporations have concurred in and approved the findings and determinations by
the City Council as set forth in this Service and Assessment Plan and have otherwise concurred
in and approved this Service and Assessment Plan and the levy of Assessments against the
Property. The Corporations have acknowledged that the Property is subject to payment of
Assessments and/or Semi-Annual Installments as provided in this Service and Assessment Plan
and in the Reimbursement Agreements.
SECTION 5
ASSESSMENT ROLL
This Section 5 describes the Assessment Roll for the District. The Assessment Roll is set
forth on Exhibit G and consists of:
1. The 2013 Facility Public Improvement Assessment originally levied in principal
amount of $83,400,000.00 by the 2013 Assessment Ordinance with an outstanding
principal amount of $80,646,886.55 as of December 31, 2020. The 2013 Facility
Public Improvement Assessment is allocated as follows among the Project
Infrastructure Bonds:
Pro-Rata Share(1)
Allocated Portion of
Original 2013
Facility Public
Improvement
Assessment
Outstanding
Principal Amount of
2013 Facility Public
Improvement
Assessment
2013 LGC Sales Tax Bonds 16.80% $14,011,200 $13,587,554.27(2)
2021 LGC Tax Refunding Bonds(3) 20.60% $17,180,400(3) $17,048,344.66(2)
2013 Type A Bonds 31.30% $26,104,200 $25,005,493.81(2)
2013 Type B Bonds 31.30% $26,104,200 $25,005,493.81(2)
(1) Pro-rata allocation of the original principal amount of the $83,400,000 2013 Facility Public Improvement
Assessment was based on the par amount of each series of 2013 Project Infrastructure Bonds issued as a
percentage of the total par amount of all 2013 Project Infrastructure Bonds.
(2) In accordance with Section 4.12 above, the principal amount of the 2013 Facility Public Improvement
Assessment was reduced by the sum of all amounts by which the outstanding principal amount of the 2013
Project Infrastructure Bonds have been reduced. As of December 31, 2020, the outstanding par amount of the
2013 Project Infrastructure Bonds was $91,430,000 thus reducing the outstanding 2013 Facility Public
Improvement Assessment to $80,646,886.55. The following Semi-Annual Installments have been collected to
pay Debt Service Shortfalls on the 2013 LGC Sales Tax Bonds: on July 17, 2017 in the amount of
$1,158,162.50; on July 16, 2018 in the amount of $1,294,662.50; and on July 25, 2019 in the amount of
$1,306,963.00 for a total of $3,759,788.00 which payments do not reduce the principal amount of the 2013
Facility Public Improvement Assessment.
(3) The pro-rata share of the 2013 Facility Public Improvement Assessment that formerly secured the 2013 LGC
Tax Bonds now secures the 2021 LGC Tax Refunding Bonds.
2. Assessments related to the Additional Facility Public Improvements:
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Original Principal Amount
Levied
Outstanding as of
12/31/2020
2015 Facility Assessment $1,218,234.83 $0.00
2016 Facility Assessment $875,155.64 $0.00
2017 Facility Assessment $658,465.00 $0.00
2018 Facility Assessment $810,379.62 $0.00
2019 Facility Assessment $570,667.99 $0.00
2020 Facility Assessment $570,667.99 $570,667.99
TOTAL: $4,703,571.07
3. Assessments related to the Related Development Public Improvements (excludes
2013 Related Development Deferred Assessment):
Original Principal
Amount Levied
Outstanding as of
12/31/2020
2015 Related Development Assessment $236,757.17 $0.00
2016 Related Development Assessment $287,680.36 $0.00
2017 Related Development Assessment $872,993.00 $0.00
2018 Related Development Assessment $687,426.36 $0.00
2019 Related Development Assessment $490,441.03 $0.00
2020 Related Development Assessment $490,441.03 $490,441.03
TOTAL: $3,065,738.95
As authorized by the Act, the assessment of the 2013 Related Development Deferred Assessment
in the amount of $11,400,000 for the portion of the 2013 Facility Public Improvements that
benefit the Related Development Property remains deferred until the development of the Related
Development Property is certified as complete by the owner which will be the time at which the
special benefit conferred on the Related Development Property can be determined with certainty.
SECTION 6
ADDITIONAL PROVISIONS
6.1 Severability. The provisions of this Service and Assessment Plan are intended to be
severable. In the event any provision of this Service and Assessment Plan, or the application
thereof to any person or circumstance, is held or determined to be invalid, illegal, or
unenforceable, and if such invalidity, unenforceability, or illegality does not cause substantial
deviation from the underlying intent of the City Council as expressed in this Service and
Assessment Plan, then such provision shall be deemed severed from this Service and Assessment
Plan with respect to such person, entity, or circumstance without invalidating the remainder of
this Service and Assessment Plan or the application of such provision to other persons, entities,
or circumstances.
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6.2 Exhibits. The following exhibits are part of this Service and Assessment Plan:
Exhibit A Legal Description of the Property
Exhibit A-1 Depiction of the Property
Exhibit B 2013 Official Report
Exhibit B-1 2013 Public Improvements Cost
Exhibit C Service Plan: Five-Year Projection of Costs of Additional Facility Public
Improvements and Related Development Public Improvements
Exhibit D Service Plan: Five-Year Projection of Annual Indebtedness for 2013 Public
Improvements Cost
Exhibit D-1 Service Plan: Five-Year Projection of Annual Indebtedness for Additional
Facility Public Improvements and Related Development Public Improvements
Exhibit E 2013 Special Benefits Report
Exhibit E-1 2013 Public Improvements Cost – Special Benefit Analysis ($ millions)
Exhibit E-2 2020 Special Benefits Report
Exhibit F Legal Description of Facility Property
Exhibit G Assessment Roll
Exhibit G-1 2020 Bond Debt Service Schedules for Calculating Debt Service Shortfall
Exhibit H Form of Reimbursement Agreement
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Legal Description of the Property (439.12 Acres)
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Being a 439.12 acre tract of land situated in the B.B.B & C.R.R. Survey, Abstract No. 173, B.B.B. & C.
Survey, Abstract No. 174, Thomas A. West Survey, Abstract No. 1344, and the M.D.T. Hallmark Survey, Abstract
No. 570, Denton County, Texas, and being all of a tract of land conveyed by deed to 121 Acquisition Company,
LLC., as recorded in Instrument No. 2011-114773, 2011-121444, and 2011-112195, Deed Records, Denton County,
Texas, and a portion of Plano Parkway and a portion of Burlington Northern Railroad tract, and being more
particularly described as follows:
BEGINNING at a found Txdot monument, said point being the northwest corner of said 121 Acquisition Company,
LLC tract and being in the south right-of-way line of State Highway 121 (having a variable width R.O.W.);
THENCE North 63°32'06" East, along said south right-of-way line, a distance of 130.52 feet to a point for corner;
THENCE North 60°22'33" East, continuing along said south right-of-way line, a distance of 80.86 feet to a point for
corner;
THENCE South 29°13'03" East, continuing along said south right-of-way line, a distance of 50.00 feet to a point for
corner;
THENCE North 60°47'38" East, continuing along said south right-of-way line, a distance of 219.64 feet to a point
for corner, said point being in the west right-of-way line of Plano Parkway (100 ft R.O.W.);
THENCE North 50°53'35" East, leaving said south right-of-way line, and leaving said west right-of-way line, a
distance of 100.00 feet to a point for corner, for the beginning of a non-tangent curve to the right having a radius of
950.00 feet and a central angle of 1°26'54" and a long chord which bears North 38°22'58" West, 24.01 feet, said
point being in the east right-of-way line of said Plano Parkway;
THENCE along said east right-of-way line, and along said non-tangent curve to the right an arc distance of 24.01
feet to a point for corner, said point being the most southerly point of a corner-clip of the intersection of said east
right-of-way line of Plano Parkway and the south right-of-way line of said State highway 121;
THENCE North 08°46'31" East, along said corner-clip, a distance of 26.03 feet to a point for corner, said point
being in the south right-of-way line of said State highway 121;
THENCE North 60°47'38" East, along said south right-of-way line, a distance of 203.71 feet to a point for corner;
THENCE North 58°17'36" East, continuing along said south right-of-way line, a distance of 252.11 feet to a point
for corner;
THENCE North 55°47'40" East, continuing along said south right-of-way line, a distance of 105.11 feet to a point
for corner;
THENCE North 58°17'42" East, continuing along said south right-of-way line, a distance of 248.62 feet to a point
for corner;
THENCE North 60°47'38" East, continuing along said south right-of-way line, a distance of 263.85 feet to a point
for corner;
THENCE North 76°30'51" East, continuing along said south right-of-way line, a distance of 92.27 feet to a point for
corner;
THENCE North 65°56'12" East, continuing along said south right-of-way line, a distance of 100.40 feet to a point
for corner;
THENCE North 64°13'39" East, continuing along said south right-of-way line, a distance of 100.18 feet to a point
for corner;
103
Exhibit A
Legal Description of the Property (439.12 Acres)
ꢀ
The Colony Public Improvement District No. 1 Amended and Restated Service and Assessment Plan
Exhibit A - Description of the Property Page 2
1775.015‐1\92482.8
THENCE North 60°16'36" East, continuing along said south right-of-way line, a distance of 39.88 feet to a point for
corner;
THENCE South 74°12'01" East, continuing along said south right-of-way line, a distance of 70.70 feet to a point for
corner;
THENCE North 60°47'38" East, continuing along said south right-of-way line, a distance of 64.12 feet to a point for
corner;
THENCE North 15°47'17" East, continuing along said south right-of-way line, a distance of 73.27 feet to a point for
corner;
THENCE North 59°04'32" East, continuing along said south right-of-way line, a distance of 94.25 feet to a point for
corner;
THENCE North 55°39'04" East, continuing along said south right-of-way line, a distance of 100.40 feet to a point
for corner;
THENCE North 47°37'54" East, continuing along said south right-of-way line, a distance of 114.18 feet to a point
for corner;
THENCE North 60°47'38" East, continuing along said south right-of-way line, a distance of 3800.00 feet to a point
for corner;
THENCE North 65°20'10" East, continuing along said south right-of-way line, a distance of 189.41 feet to a point
for corner;
THENCE North 61°56'23" East, continuing along said south right-of-way line, a distance of 100.02 feet to a point
for corner;
THENCE North 63°39'23" East, continuing along said south right-of-way line, a distance of 100.12 feet to a point
for corner;
THENCE North 64°47'53" East, continuing along said south right-of-way line, a distance of 100.24 feet to a point
for corner;
THENCE North 66°30'16" East, continuing along said south right-of-way line, a distance of 201.00 feet to a point
for corner;
THENCE North 65°56'12" East, continuing along said south right-of-way line, a distance of 100.40 feet to a point
for corner;
THENCE North 66°30'16" East, continuing along said south right-of-way line, a distance of 100.50 feet to a point
for corner;
THENCE North 63°05'04" East, continuing along said south right-of-way line, a distance of 100.08 feet to a point
for corner;
THENCE North 64°13'39" East, continuing along said south right-of-way line, a distance of 100.18 feet to a point
for corner;
THENCE North 83°05'27" East, continuing along said south right-of-way line, a distance of 69.58 feet to a point for
corner;
THENCE North 60°39'18" East, continuing along said south right-of-way line, a distance of 33.81 feet to a point for
104
Exhibit A
Legal Description of the Property (439.12 Acres)
ꢀ
The Colony Public Improvement District No. 1 Amended and Restated Service and Assessment Plan
Exhibit A - Description of the Property Page 3
1775.015‐1\92482.8
corner, said point being in the west right-of-way line of Burlington Northern Railroad (having a variable width
R.O.W.);
THENCE North 60°38'52" East, leaving said west right-of-way line, a distance of 107.30 feet to a point for corner,
said point being in the east right-of-way line of said Burlington Northern Railroad;
THENCE North 60°45'58" East, leaving said east right-of-way line, continuing along said south right-of-way line of
State Highway 121, a distance of 254.35 feet to a point for corner;
THENCE North 63°19'02" East, continuing along said south right-of-way line, a distance of 585.96 feet to a point
for corner;
THENCE North 60°52'09" East, continuing along said south right-of-way line, a distance of 369.37 feet to a point
for corner, said point being in the west right-of-way line of West Spring Creek Parkway (having a 160 ft R.O.W.);
THENCE South 29°24'43" East, leaving said south right-of-way line, and along said west right-of-way line, a
distance of 265.52 feet to a point for corner, for the beginning of a non-tangent curve to the right having a radius of
970.00 feet and a central angle of 29°13'42", and a long chord which bears South 14°53'13" East, 489.48 feet;
THENCE continuing along said west right-of-way line, and along said non-tangent curve to the right an arc distance
of 494.83 feet to a point for corner;
THENCE South 00°22'42" East, continuing along said west right-of-way line, a distance of 476.17 feet to a point for
corner;
THENCE South 00°23'35" East, continuing along said west right-of-way line, a distance of 864.92 feet to a point for
corner, said point being in the north line of Kings Ridge Addition, Phase Three, as recorded in Cabinet X, Page 450,
Plat Records, Denton County, Texas;
THENCE South 89°40'20" West, leaving said west right-of-way line, and along said north line, a distance of
1199.93 feet to a point for corner, said point being in the east right-of-way line of said Burlington Northern
Railroad;
THENCE North 87°39'44" West, leaving said north line, leaving said east right-of-way line, a distance of 101.16
feet to a point for corner, for the beginning of a non-tangent curve to the right having a radius of 3703.75 feet and a
central angle of 3°44'19" and a long chord which bears South 04°12'25" West, 241.62 feet, said point being in the
west right-of-way line of said Burlington Northern Railroad;
THENCE along said east right-of-way line, and along said non-tangent curve to the right an arc distance of 241.67
feet to a point for corner;
THENCE South 06°04'35" West, continuing along said east right-of-way line, a distance of 2524.64 feet to a point
for corner;
THENCE North 83°17'00" West, continuing along said east right-of-way line, a distance of 190.16 feet to a point for
corner;
THENCE South 00°51'51" East, continuing along said east right-of-way line, a distance of 970.10 feet to a point for
corner;
THENCE South 89°03'50" West, continuing along said east right-of-way line, a distance of 31.06 feet to a point for
corner;
THENCE South 01°14'37" East, continuing along said east right-of-way line, a distance of 447.78 feet to a point for
corner;
105
Exhibit A
Legal Description of the Property (439.12 Acres)
ꢀ
The Colony Public Improvement District No. 1 Amended and Restated Service and Assessment Plan
Exhibit A - Description of the Property Page 4
1775.015‐1\92482.8
THENCE North 87°06'22" West, leaving said east right-of-way line, a distance of 1240.48 feet to a point for corner,
for the beginning of a non-tangent curve to the left having a radius of 1130.00 feet and a central angle of 103°16'58",
and a long chord which bears North 38°43'34" West, 1772.16 feet, said point being in the east right-of-way line of
said Plano Parkway;
THENCE along said east right-of-way line, and along said non-tangent curve to the left an arc distance of 2036.97
feet to a point for corner;
THENCE South 89°38'05" West, continuing along said east right-of-way line, a distance of 647.23 feet to a point for
corner, for the beginning of a non-tangent curve to the right having a radius of 950.00 feet and a central angle of
40°05'36" and a long chord which bears North 70°19'29" West, 651.29 feet;
THENCE continuing along said east right-of-way line, and along said non-tangent curve to the right an arc distance
of 664.77 feet to a point for corner, for the beginning of a reverse curve to the left having a radius of 1050.00 feet
and a central angle of 40°15'06" and a long chord which bears North 70°25'01" West, 722.57 feet;
THENCE continuing along said east right-of-way line, and along said curve to the left an arc distance of 737.65 feet
to a point for corner;
THENCE South 89°31'25" West, continuing along said east right-of-way line, a distance of 623.83 feet to a point
for corner, for the beginning of a tangent curve to the right having a radius of 950.00 feet, a central angle of
0°48'07", and a long chord which bears South 89°55'28" West, 13.21 feet;
THENCE continuing along said east right-of-way line, along said curve to the right, an arc distance of 13.21 feet to
a point for corner;
THENCE South 00°19'22" West, leaving said east right-of-way line, a distance of 100.00 feet to a point for corner,
said point being in the west right-of-way line of said Plano Parkway;
THENCE South 89°58'40" West, leaving said west right-of-way line, a distance of 1210.45 feet to a point for
corner;
THENCE North 00°25'18" West, a distance of 226.47 feet to the POINT OF BEGINNING and CONTAINING
19,128,279 square feet, 439.12 acres of land, more or less.
106
Exhibit A-1
Depiction of the Property
The Colony Public Improvement District No. 1 Amended and Restated Service and Assessment Plan
Exhibit A - 1 – Depiction of the Property
Page 1
1775.015‐1\92482.8
107
Exhibit B
2013 Official Report
The Colony Public Improvement District No. 1 Amended and Restated Service and Assessment Plan
Exhibit B – 2013 Official Report Page 1
1775.015‐1\92482.8
PUBLIC IMPROVEMENTS REPORT
The City of The Colony Public Improvement District No. 1
The Colony, Texas
PREPARED BY:
GRAHAM ASSOCIATES, INC.
600 Six Flags Drive, Suite 500
Arlington, Texas 76011
(817) 640-8535
Firm No. F-1191
November 30, 2012
108
Exhibit B
2013 Official Report
The Colony Public Improvement District No. 1 Amended and Restated Service and Assessment Plan
Exhibit B – 2013 Official Report Page 2
1775.015‐1\92482.8
OVERVIEW:
The City of The Colony Public Improvement District No. 1 (the "District") includes
approximately 439.12 contiguous acres located in the City of The Colony, Texas (the "City"),
bounded by the Sam Rayburn Tollway (S.H. 121) to the north, Plano Parkway to the west and
south, and Spring Creek Parkway and the City of Plano City Limits to the east.
The District is currently undeveloped and is planned to be developed through a phased approach
that includes the initial development of a retail, warehouse, distribution, and headquarters facility
(the "Facility") on approximately 107 acres (the "Facility Tract"). The remaining land will
include the development of additional retail and commercial development in one or more phases
(the “Related Development”).
Public infrastructure improvements required to serve development of the Facility (the "Facility
Public Improvements") and Related Development (the "Related Public Improvements") fall into
the following general categories: (1) site work that includes mass grading operations and storm
water detention facilities; (2) street and roadway improvements, including related traffic
signalization, signage, sidewalks, curbs, gutters, streetscape, and landscaping (3) storm drainage
and retaining wall improvements (4) water line improvements (5) sanitary sewer line
improvements (6) utility conduits and associated appurtenances.
Facility Public Improvements:
The Facility Public Improvements described below are required to serve the Facility. The
estimated cost of the Facility Public Improvements is $51,900,000. This estimate assumes the
improvements will be designed and constructed to meet the standards and requirements of the
City and all other applicable local, state, and federal agencies.
(1) Site work improvements for grading and erosion control: Grading improvements
and associated erosion control is required. Approximately 1,800,000 cubic yards of soil
are proposed to be excavated to provide a level building pad area, rough graded parking
lot areas, and rough roadway grades. Excavated material will be placed, spread, and
compacted on-site to create 2 drainage detention areas. Two United States Corps of
Engineer Section 404 Permits for Wetland Protection are required for approximately 900
feet of stream impact and 0.3 acres of wetland impact created the public roadway
improvements and approximately 1.2 acres of impact to “waters of the U.S.” associated
with grading. These permits require fees be paid to mitigation banks to offset
disturbances caused by the development of the Facility. The combined cost of these
improvements is estimated to be $6,300,000.
109
Exhibit B
2013 Official Report
The Colony Public Improvement District No. 1 Amended and Restated Service and Assessment Plan
Exhibit B – 2013 Official Report Page 3
1775.015‐1\92482.8
(2) Road improvements: To serve the traffic demands of the Facility, the proposed
street and roadway improvements include construction of six-lane divided thoroughfares
comprising approximately 105,000 square yards of reinforced concrete pavement. These
improvements include sidewalks, landscaping, traffic signals, street lighting, and
directional signage within the public rights-of-way. Additional and updated directional
signage will also be required in the public right-of-way along Sam Rayburn Tollway and
the new proposed bridge at South Colony Boulevard. Intelligent transportation systems are
proposed to further manage expected traffic flows generated by the Facility. The proposed
road improvements include a bridge over the existing railroad and five signalized
intersections along proposed thoroughfares. An additional grade separated crossing is
proposed to create a bridge crossing of South Colony Boulevard over the Sam Rayburn
Tollway and improve connectivity and flow to the Sam Rayburn Tollway. Additional
improvements are proposed to reconfigure and improve the intersection of Plano Parkway
and the Sam Rayburn Tollway and the intersection of Spring Creek Parkway and the Sam
Rayburn Tollway. The total cost for the foregoing road improvements is estimated to be $
31,900,000.
(3) Storm Drainage and Retaining Walls: The storm drainage improvements that
serve the Facility include approximately 30,000 linear feet of concrete storm drainage pipe
ranging from 18-inch reinforced concrete pipe to reinforced concrete box culverts with
spans up to 10 feet. Approximately 60,000 square feet of retaining wall is proposed along
the creek to provide support for the public roadway system and to minimize the impact to
the existing creek system. The storm drainage and retaining wall improvements are
estimated to cost $9,800,000.
(4) Water Line Improvements: The public water system provides domestic water,
irrigation, and fire service. The water system generally follows the alignment of the
public roadways. The system connects to the existing city system at three locations and
consists of approximately 8,000 linear feet of 16-inch water line, 5,000 linear feet of 12-
inch water line, and 45 fire hydrants. These connections and routing provide pressures
and volume required to serve the water and fire protection needs of the Facility. The
water line system improvements are estimated to cost $1,500,000.
(5) Sanitary Sewer Improvements: The proposed sanitary sewer system is served by a
connection to the existing system generally located at the intersection of Plano Parkway
and Sam Rayburn Tollway. The sewer system is comprised of approximately 7,000 linear
feet of 18-inch sanitary sewer main and 7,000 linear feet of 8-inch sanitary sewer line and
continues under the proposed public roadways to service points east of the railroad right-
of-way prior to Spring Creek Parkway. The sewer system improvements are estimated to
cost $1,600,000.
110
Exhibit B
2013 Official Report
The Colony Public Improvement District No. 1 Amended and Restated Service and Assessment Plan
Exhibit B – 2013 Official Report Page 4
1775.015‐1\92482.8
(6) Utility Conduits: Utility improvements will be required with the development of
the Facility to provide power, gas, and telecommunication services to the buildings.
These services will be provided through a subsurface duct bank routed generally along
the proposed road alignments are proposed. The estimated cost for the combined utility
improvements is $800,000.
Related Public Improvements:
The Related Public Improvements are required to serve the Related Development. The estimated
cost of the Related Public Improvements (including an annual 3% escalator) is $150,000,000.
This estimate assumes the improvements will be constructed to meet the standards and
requirements of the City and all other applicable local, state, and federal agencies. The Related
Public Improvements include: the extension of utilities to individual sites and buildings; surface
parking and parking garages; street and roadway improvements, including collector roads that
connect to arterials; mass transit facilities; park improvements; additional landscaping and
lighting; pedestrian areas; and additional grading and associated erosion control.
Description of Improvements Estimated Cost
($millions)
Water, wastewater, drainage facilities, and utilities 14.2
Off street structured and surface parking facilities 82.9
Street and roadway improvements 11.7
Mass transit facilities 5.8
Park improvements 4.7
Landscaping 4.3
Lighting and signage 9.1
Pedestrian malls 5.4
Site improvements including grading and erosion control 11.9
TOTAL $150.0
ꢀ
111
Exhibit B-1
2013 Public Improvements Cost ($ millions)
The Colony Public Improvement District No. 1 Amended and Restated Service and Assessment Plan
Exhibit B-1 – 2013 Public Improvements Cost
Page 1
1775.015‐1\92482.8
Facility Pub l i c
Im pr ov em ent s
Ha r d
Co sts
Soft
Co sts Land
Cap italized
In ter e st
De bt S e r vi c e
Reserv e
Fund
Co st of
I s su an ce TOTALS
Site wo r k (m ass gr ad i n g
an d det e nt i o n )
5.7 0.6 2.9 3.2 1.4 1.0 14.8
Ro ad s (i n c lud e s s i gn a l s,
sign s, br i dg e, and off -
s i t e i mp r o v e me n t s )
30 .2 1 .6 2 .0 1 1 .3 5 .2 3 .0 53.3
St o r m dr ai na ge (i n cl u d es
r e t a in i n g wa ll s )
8.7 1.1 1.2 3.6 1.6 1.0 17.2
Wate r 1.3 0.2 1.6 0.5 0.3 0.5 4.4
San itary sewer 1.4 0.2 0.2 0.6 0.3 0.5 3.2
Utility co ndu its 0.7 0.1 0.1 0.3 0.2 0.5 1.9
TOTALS 48.0 3.8 8.0 19.5 9.0 6.5 94.8
112
ꢀ
Exhibit C
Service Plan: Five-Year Projection of
Additional Facility Public Improvements Cost and Related Development Public Improvements Cost
The Colony Public Improvement District No. 1 Amended and Restated Service and Assessment Plan
Exhibit C-1 – Projection of Related Development Public Improvements Cost
Page 1
1775.015‐1\92482.8
2020 2021 2022 2023 2024
$1,250,000 $1,250,000 $1,250,000 $1,250,000 $1,250,000
ꢀ
113
ꢀ
Exhibit D
Service Plan: Five-Year Projection of Annual Indebtedness
Related to 2013 Public Improvements
The Colony Public Improvement District No. 1 Amended and Restated Service and Assessment Plan
Exhibit D – Projection of Indebtedness Related to the 2013 Public Improvements
Page 1
1775.015‐1\92482.8
Year Principal1 Semi-Annual
Collection Costs2
Delinquent Collection
Costs3
Annual Administrative
Costs4
Estimated Annual
Indebtedness
2020 See Sections 3.3 and 4.9 $5,000ꢀ$0ꢀ$5,000ꢀSee Section 4.9ꢀ
2021 See Sections 3.3 and 4.9 $5,000ꢀ$0ꢀ$5,000ꢀSee Section 4.9ꢀ
2022 See Sections 3.3 and 4.9 $5,000ꢀ$0ꢀ$5,000ꢀSee Section 4.9ꢀ
2023 See Sections 3.3 and 4.9 $5,000ꢀ$0ꢀ$5,000ꢀSee Section 4.9ꢀ
2024 See Sections 3.3 and 4.9 $5,000ꢀ$0ꢀ$5,000ꢀSee Section 4.9ꢀ
1. See Section 5, Paragraph 1 for the outstanding Principal Amount of the 2013 Facility Public Improvement Assessment as of December 31, 2020. The annual indebtedness for
the 2013 Public Improvements Cost in any given year is the sum of the Semi-Annual Installments for the Project Infrastructure Bonds for the year.
2. Semi-Annual Collection Costs may be increased or reduced as part of each Service Plan Update. If the Semi-Annual Collection Costs collected are less than the Semi-Annual
Collection Costs paid or incurred, the deficit may be carried forward and added to the Semi-Annual Collection Costs for the next year or paid as Semi-Annual Administrative
Costs. If the Semi-Annual Collection Costs collected exceed the Semi-Annual Collection Costs paid or incurred, the excess shall be carried forward to reduce the Semi-
Annual Collection Costs for the next year. Semi-Annual Collection Costs shall be allocated pro rata among all Parcels with unpaid Assessments.
3. This exhibit includes no Delinquent Collection Costs. The actual amount of Delinquent Collection Costs attributable to a Parcel will, if not paid upon demand, be added to the
Semi-Annual Installment for the Parcel as part of the Service Plan Update for the next year. If Delinquent Collection Costs remain unpaid, they will continue to be added to
the Semi-Annual Installment for the Parcel as part of the Service Plan Update for the next year.
4. Semi-Annual Administrative Costs (up to the maximum amount determined by the additional interest authorized by Section 372.018(a) of the Act) are estimated and may be
increased or reduced as part of each Service Plan Update. If the Semi-Annual Administrative Costs collected are not enough to pay the Semi-Annual Administrative Costs
paid or incurred, the deficit may be carried forward and added to the Semi-Annual Administrative Costs for the next year. If the Semi-Annual Administrative Costs collected
exceed the Semi-Annual Administrative Costs paid or incurred, the excess shall be carried forward to reduce the Semi-Annual Administration Costs for the next year. Semi-
Annual Administrative Costs shall be allocated pro rata among all Parcels with unpaid Assessments.
114
Exhibit D-1
Service Plan: Five-Year Projection of Annual Indebtedness for
Additional Facility Public Improvements and Related Development Public Improvements
The Colony Public Improvement District No. 1 Amended and Restated Service and Assessment Plan
Exhibit D-2 – Projection of Indebtedness for Additional Facility Public Improvements and Related Development Public Improvements
Page 1
1775.015‐1\92482.8
Year Principal Annual Collection
Costs1
Delinquent Collection
Costs2
Annual Administrative
Costs3
Estimated Annual
Indebtedness
2020 See Sections 3.3 and 4.10ꢀ$0ꢀ$0ꢀ$0ꢀSee Section 4.10ꢀ
2021 See Sections 3.3 and 4.10ꢀ$0ꢀ$0ꢀ$0ꢀSee Section 4.10ꢀ
2022 See Sections 3.3 and 4.10ꢀ$0ꢀ$0ꢀ$0ꢀSee Section 4.10ꢀ
2023 See Sections 3.3 and 4.10ꢀ$0ꢀ$0ꢀ$0ꢀSee Section 4.10ꢀ
2024 See Sections 3.3 and 4.10ꢀ$0ꢀ$0ꢀ$0ꢀSee Section 4.10ꢀ
1. Annual Collection Costs may be increased or reduced as part of each Service Plan Update. If the Annual Collection Costs collected are less than the Annual Collection Costs
paid or incurred, the deficit may be carried forward and added to the Annual Collection Costs for the next year or paid as Annual Administrative Costs. If the Annual
Collection Costs collected exceed the Annual Collection Costs paid or incurred, the excess shall be carried forward to reduce the Annual Collection Costs for the next year.
Annual Collection Costs shall be allocated pro rata among all Parcels with unpaid Assessments.
2. This exhibit includes no Delinquent Collection Costs. The actual amount of Delinquent Collection Costs attributable to a Parcel will, if not paid upon demand, be added to the
Annual Installment for the Parcel as part of the Service Plan Update for the next year. If Delinquent Collection Costs remain unpaid, they will continue to be added to the
Annual Installment for the Parcel as part of the Service Plan Update for the next year.
3. Annual Administrative Costs (up to the maximum amount determined by the additional interest authorized by Section 372.018(a) of the Act) are estimated and may be
increased or reduced as part of each Service Plan Update. If the Annual Administrative Costs collected are not enough to pay the Annual Administrative Costs paid or
incurred, the deficit may be carried forward and added to the Annual Administrative Costs for the next year. If the Annual Administrative Costs collected exceed the Annual
Administrative Costs paid or incurred, the excess shall be carried forward to reduce the Annual Administration Costs for the next year. Annual Administrative Costs shall be
allocated pro rata among all Parcels with unpaid Assessments.
115
Exhibit E
2013 Special Benefits Report
The Colony Public Improvement District No. 1 Amended and Restated Service and Assessment Plan
Exhibit E - Special Benefits Report
Page 1
1775.015‐1\92482.8
SPECIAL BENEFITS REPORT
The City of The Colony Public Improvement District No. 1
The Colony, Texas
PREPARED BY:
GRAHAM ASSOCIATES, INC.
600 Six Flags Drive, Suite 500
Arlington, Texas 76011
(817) 640-8535
Firm No. F-1191
November 30, 2012
116
ꢀ
The Colony Public Improvement District No. 1 Amended and Restated Service and Assessment Plan
Exhibit E - Special Benefits Report
Page 2ꢀꢀ
1775.015‐1\92482.8ꢀ
The "Facility Public Improvements" for the City of The Colony Public Improvement District
No. 1 (the "District") include the public improvements required to serve the proposed "Facility"
consisting of approximately 1,280,000 square feet for warehouse and distribution uses,
approximately 25,000 square feet for a regional corporate headquarters, and approximately
546,000 square feet for retail sales to the general public, which Facility will be constructed on
approximately 107 acres (the "Facility Property") within the District and within the corporate
limits of the City of The Colony, Texas (the "City"). These Facility Public Improvements have
been divided into the following categories: (1) site work that includes mass grading operations
and erosion control facilities; (2) street and roadway improvements, including related traffic
signalization, signage, sidewalks, curbs, gutters, streetscape, landscaping (3) storm drainage
improvements and retaining walls (4) water line improvements (5) sanitary sewer line
improvements and (6) utility conduits along with associated appurtenances.
The Facility Public Improvements will be located, designed, and constructed to serve the
Facility. As shown on the table below, the overwhelming majority of the improvements are
required for the functionality of the Facility. The Facility Public Improvements do, however,
provide some benefit to the remainder of the property in the District (the "Related Property"). It
is necessary to construct some portion of the Facility Public Improvements that benefit the
Related Property; otherwise, there would be a significant negative impact on the future
development of the Related Property, including, but not limited to, the removal and
reconstruction of some of the Facility Public Improvements that serve the Facility and including
a significant disruption of services to the Facility and the site as a whole.
Utility infrastructure, including water service, sanitary sewer service, and storm drainage
improvements, that will serve development of the Related Property must necessarily be
constructed within and under roadways that are part of the Facility Public Improvements
required for the Facility; therefore, there has been an allocation of benefit between the Facility
Property and the Related Property as shown on the table below. The proposed water service for
the Facility provides 3 connection points to the City's existing system to provide the maximum
water volume and pressure required to serve the Facility and the fire protection requirements of
the Facility. Some additional water lines are proposed to be constructed with the roadways that
are allocated to the development of the Related Property. The sanitary sewer line that will serve
the Facility will connect to the existing main line near the intersection of Plano Parkway and
Sam Rayburn Tollway. This line provides service to the Facility prior to the S. Colony
Boulevard extension, then continues under the roadways constructed to serve the Facility,
crosses under the Railroad right-of-way, and follows the roadway alignment that connects to
Spring Creek Parkway. This line will also provide service to the Related Property. Likewise, the
storm drainage lines that serve the Facility and ultimately cross under the proposed roadways
117
ꢀ
The Colony Public Improvement District No. 1 Amended and Restated Service and Assessment Plan
Exhibit E - Special Benefits Report
Page 3ꢀꢀ
1775.015‐1\92482.8ꢀ
will also serve the development of the Related Property. Based on the water and sanitary sewer
requirements of the Facility and the impact of the water and sewer improvements on future
development of the Related Property, the benefit, and corresponding cost, of these categories of
the Facility Public Improvements have been allocated between the Facility Property and Related
Property as shown on the table below.
The remaining categories of Facility Public Improvements are all required for the functionality
the Facility and have been allocated 100% to the Facility Property. This includes the grading
operations due to the excavation required to prepare the Facility Property for construction of the
Facility and related parking. Excavated soil will be placed, spread, and compacted to prevent the
need for and cost of hauling the soil off-site for disposal.
Based on the foregoing benefits and the requirements for the Facility, $47.6 million of the cost of
the Facility Public Improvements has been allocated as a special benefit to the Facility Property
and $6.1 million to the Related Property.
Description of Facility Public Improvements
Total Estimated
Cost (hard costs
and soft costs)
Allocated to
Facility Property
Allocated to
Related
Development
Property
Site work (mass grading and erosion) $6.3m 100% - $6.3m 0
Roads (signals, signs, bridge, and off-site improvements) $31.8m 100% - $31.8m 0
Storm drainage (including retaining walls) $9.8m 54% - $5.3m 46% - $4.5m
Water $1.5m 51% - $0.8m 49% - $0.7m
Sanitary sewer $1.6m 51% - $0.8m 49% - $0.8m
Utility conduits $0.8m 100% - $0.8m 0
TOTALS $51.8 $45.8 $6.0m
118
Exhibit E-1
Facility Public Improvements Cost – Special Benefit Analysis ($ millions)
The Colony Public Improvement District No. 1 Amended and Restated Service and Assessment Plan
Exhibit E-1 – Facility Public Improvements Cost Special Benefit Analysis
Page 1
1775.015‐1\92482.8
Facility Pub l i c
Im pr ov em ent s
Ha r d
Co sts
Soft
Co sts
Land
Co sts
Cap italized
In ter e st
De bt
Service
Reserv e
Fund
Co st of
I s su an ce
TOTALS
Spe c i al
B e ne fi t t o
Fac i l i t y
Prop ert y
Spec ia l
Bene fi t to
Re la te d
Developmen t
Proper t y
Site wo r k (m ass gr ad i n g
an d det e nt i o n )
5 .7 0 .6 2 .9 3 .2 1 .4 1 .0 14 .8 14 .8
(100%)
0
Ro ad s (i n c lud e s s i gn a l s,
sign s, br i dg e, and off -
s i t e i mp r o v e me n t s )
30 .2 1 .6 2 .0 1 1 .3 5 .2 3 .0 53 .3 53 .3
(100%)
0
St o r m dr ai na ge (i n cl u d es
r e t a in i n g wa ll s )
8 .7 1 .1 1 .2 3 .6 1 .6 1 .0 17 .2 9.3
(54.0%)
7.9
(46.0%)
Wate r 1.3 0.2 1.6 0.5 0.3 0.5 4.4 2.5
(51.0%)
1.9
(49.0%)
San itary sewer 1.4 0.2 0.2 0.6 0.3 0.5 3.2 1.6
(51.0%)
1.6
(49.0%)
Utility co ndu its 0.7 0.1 0.1 0.3 0.2 0.5 1.9 1.9
(100%)
0
TOTALS 48 .0 3 .8 8 .0 1 9 .5 9 .0 6 .5 94 .8 83 .4
(88.0 %)
11 .4
(12.0%)
119
Exhibit E-2
2020 Special Benefit Report
(as approved by Ordinance No. 2020-2407 on September 15, 2020)
The Colony Public Improvement District No. 1 Amended and Restated Service and Assessment Plan
Exhibit E-2 – 2020 Special Benefit Report
Page 1
1775.015‐1\92482.8
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ꢀ
120
Exhibit E-2
2020 Special Benefit Report
(as approved by Ordinance No. 2020-2407 on September 15, 2020)
The Colony Public Improvement District No. 1 Amended and Restated Service and Assessment Plan
Exhibit E-2 – 2020 Special Benefit Report
Page 2
1775.015‐1\92482.8
121
Exhibit E-2
2020 Special Benefit Report
(as approved by Ordinance No. 2020-2407 on September 15, 2020)
The Colony Public Improvement District No. 1 Amended and Restated Service and Assessment Plan
Exhibit E-2 – 2020 Special Benefit Report
Page 3
1775.015‐1\92482.8
ꢀ
122
Exhibit E-2
2020 Special Benefit Report
(as approved by Ordinance No. 2020-2407 on September 15, 2020)
The Colony Public Improvement District No. 1 Amended and Restated Service and Assessment Plan
Exhibit E-2 – 2020 Special Benefit Report
Page 4
1775.015‐1\92482.8
ꢀ
123
Exhibit E-2
2020 Special Benefit Report
(as approved by Ordinance No. 2020-2407 on September 15, 2020)
The Colony Public Improvement District No. 1 Amended and Restated Service and Assessment Plan
Exhibit E-2 – 2020 Special Benefit Report
Page 5
1775.015‐1\92482.8
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124
Exhibit F
Legal Description of the Facility Property (107.57 Acres)
Tract 1 (LLC Property) and Tract 2 (LGC Property)
The Colony Public Improvement District No. 1 Amended and Restated Service and Assessment Plan
Exhibit F - Description of Facility Property
Page 1
1775.015‐1\92482.8
TRACT 1 (LLC Property on which the Facility will be constructed)
Being a 82.09 acre tract of land situated in the B.B.B. & C.R.R. Survey, Abstract No. 174, and
the Thomas A. West Survey, Abstract No. 1344, Denton County, Texas, and being a portion of a
tract of land conveyed by deed to 121 Acquisition Company, LLC., as recorded in Instrument
No. 2011-114773, Deed Records, Denton County, Texas, and being more particularly described
as follows:
COMMENCING at a found Txdot monument, said point being the northwest corner of said 121
Acquisition Company, LLC tract and being in the south right-of-way line of State Highway 121
(having a variable width R.O.W.);
THENCE South 83°56'15" East, leaving said south right-of-way line, a distance of 2380.35 feet
to a point for the POINT OF BEGINNING, said point being in the existing east right-of-way line
of Plano Parkway (having a 100 foot R.O.W.);
THENCE North 00°00'00" West, leaving said existing east right-of-way line, a distance of
560.75 feet to a point for corner, for the beginning of a tangent curve to the left having a radius
of 78.50 feet, a central angle of 65°00'00", and a long chord which bears North 32°30'00" West,
84.36 feet;
THENCE along said tangent curve to the left, an arc distance of 89.06 feet to a point for corner;
THENCE North 65°00'00" West, a distance of 259.91 feet to a point for corner, for the
beginning of a tangent curve to the right having a radius of 100.00 feet, a central angle of
35°00'00", and a long chord which bears North 47°30'00" West, 60.14 feet;
THENCE along said tangent curve to the right, an arc distance of 61.09 feet to a point for corner;
THENCE North 30°00'00" West, a distance of 390.00 feet to a point for corner;
THENCE North 60°47'38" East, a distance of 20.99 feet to a point for corner, for the beginning
of a tangent curve to the left having a radius of 740.00 feet, a central angle of 2°02'01", and a
long chord which bears North 59°46'37" East, 26.26 feet;
THENCE along said tangent curve to the left, an arc distance of 26.27 feet to a point for corner;
THENCE South 30°00'00" East, a distance of 121.86 feet to a point for corner, for the beginning
of a tangent curve to the left having a radius of 89.75 feet, a central angle of 35°00'00", and a
long chord which bears South 47°30'00" East, 53.98 feet;
125
Exhibit F
Legal Description of the Facility Property (107.57 Acres)
Tract 1 (LLC Property) and Tract 2 (LGC Property)
The Colony Public Improvement District No. 1 Amended and Restated Service and Assessment Plan
Exhibit F - Description of Facility Property
Page 2
1775.015‐1\92482.8
THENCE along said tangent curve to the left, an arc distance of 54.83 feet to a point for corner;
THENCE South 65°00'00" East, a distance of 254.03 feet to a point for corner;
THENCE North 90°00'00" East, a distance of 25.58 feet to a point for corner;
THENCE South 63°40'44" East, a distance of 478.61 feet to a point for corner, said point being
in the face of garage;
THENCE North 90°00'00" East, along said face of garage, a distance of 113.01 feet to a point for
corner, said point being the face of building;
THENCE North 00°00'00" East, along said face of building, a distance of 398.00 feet, and
continuing a total distance of 427.50 feet to a point for corner;
THENCE North 90°00'00" East, a distance of 283.92 feet to a point for corner, for the beginning
of a tangent curve to the left having a radius of 118.50 feet, a central angle of 27°06'17", and a
long chord which bears North 76°26'51" East, 55.54 feet;
THENCE along said tangent curve to the left, an arc distance of 56.06 feet to a point for corner,
for the beginning of a reverse curve to the right having a radius of 81.50 feet, a central angle of
54°12'34", and a long chord which bears South 90°00'00" East, 74.27 feet;
THENCE along said reverse curve to the right an arc distance of 77.11 feet to a point for corner,
for the beginning of a reverse curve to the left having a radius of 118.50 feet, a central angle of
27°06'17", and a long chord which bears South 76°26'51" East, 55.54 feet;
THENCE along said reverse curve to the left an arc distance of 56.06 feet to a point for corner;
THENCE North 90°00'00" East, a distance of 224.01 feet to a point for corner, for the beginning
of a tangent curve to the left having a radius of 74.50 feet, a central angle of 60°00'00", and a
long chord which bears North 60°00'00" East, 74.50 feet;
THENCE along said tangent curve to the left, an arc distance of 78.02 feet to a point for corner;
THENCE South 60°00'00" East, a distance of 66.45 feet to a point for corner;
THENCE South 22°25'10" East, a distance of 211.39 feet to a point for corner;
THENCE South 00°00'00" West, a distance of 95.61 feet to a point for corner;
126
Exhibit F
Legal Description of the Facility Property (107.57 Acres)
Tract 1 (LLC Property) and Tract 2 (LGC Property)
The Colony Public Improvement District No. 1 Amended and Restated Service and Assessment Plan
Exhibit F - Description of Facility Property
Page 3
1775.015‐1\92482.8
THENCE North 90°00'00" East, a distance of 1499.37 feet to a point for corner;
THENCE South 45°37'45" East, a distance of 369.46 feet to a point for corner, for the beginning
of a non-tangent curve to the left, having a radius of 840.00 feet and a central angle of 39°19'11",
and a long chord which bears South 24°42'40" West, 565.21 feet;
THENCE along said non-tangent curve to the left an arc distance of 576.46 feet to a point for
corner, for the beginning of a reverse curve to the right having a radius of 760.00 feet, a central
angle of 35°53'29", and a long chord which bears South 22°59'48" West, 468.33 feet;
THENCE along said reverse curve to the right an arc distance of 476.08 feet to a point for
corner;
THENCE North 50°00'00" West, a distance of 72.29 feet to a point for corner, for the beginning
of a tangent curve to the left having a radius of 87.50 feet, a central angle of 40°00'00", and a
long chord which bears North 70°00'00" West, 59.85 feet;
THENCE along said tangent curve to the left, an arc distance of 61.09 feet to a point for corner;
THENCE North 90°00'00" West, a distance of 441.04 feet to a point for corner, for the
beginning of a tangent curve to the left having a radius of 19.50 feet, a central angle of
90°00'00", and a long chord which bears South 45°00'00" West, 27.58 feet;
THENCE along said tangent curve to the left, an arc distance of 30.63 feet to a point for corner;
THENCE South 00°00'00" West, a distance of 41.01 feet to a point for corner, for the beginning
of a tangent curve to the right having a radius of 225.73 feet and a central angle of 30°04'42" and
a long chord which bears South 15°59'58" West, 117.14 feet;
THENCE along said tangent curve to the right an arc distance of 118.50 feet to a point for
corner;
THENCE South 31°02'19" West, a distance of 21.72 feet to a point for corner, for the beginning
of a non-tangent curve to the left having a radius of 1130.00 feet and a central angle of
33°00'40", and a long chord which bears North 73°51'43" West, 642.08 feet, said point being in
the existing east right-of-way line of said Plano Parkway;
THENCE along said existing east right-of-way line, and along said non-tangent curve to the left
an arc distance of 651.05 feet to a point for corner;
127
Exhibit F
Legal Description of the Facility Property (107.57 Acres)
Tract 1 (LLC Property) and Tract 2 (LGC Property)
The Colony Public Improvement District No. 1 Amended and Restated Service and Assessment Plan
Exhibit F - Description of Facility Property
Page 4
1775.015‐1\92482.8
THENCE South 89°38'05" West, continuing along said existing east right-of-way line, a distance
of 647.23 feet to a point for corner, for the beginning of a non-tangent curve to the right having a
radius of 950.00 feet and a central angle of 40°05'36" and a long chord which bears North
70°19'29" West, 651.29 feet;
THENCE continuing along said existing east right-of-way line, and along said non-tangent curve
to the right an arc distance of 664.77 feet to a point for corner, for the beginning of a reverse
curve to the left having a radius of 1050.00 feet, a central angle of 10°49'02", and a long chord
which bears North 55°41'04" West, 197.94 feet;
THENCE continuing along said existing east right-of-way line, and along said reverse curve to
the left, an arc distance of 198.23 feet to the POINT OF BEGINNING and CONTAINING
3,575,716 square feet, 82.09 acres of land, more or less.ꢀ
128
Exhibit F
Legal Description of the Facility Property (107.57 Acres)
Tract 1 (LLC Property) and Tract 2 (LGC Property)
The Colony Public Improvement District No. 1 Amended and Restated Service and Assessment Plan
Exhibit F - Description of Facility Property
Page 5
1775.015‐1\92482.8
TRACT 2. (LGC Property on which parking for the Facility will be constructed)
129
Exhibit F
Legal Description of the Facility Property (107.57 Acres)
Tract 1 (LLC Property) and Tract 2 (LGC Property)
The Colony Public Improvement District No. 1 Amended and Restated Service and Assessment Plan
Exhibit F - Description of Facility Property
Page 6
1775.015‐1\92482.8
130
Exhibit F
Legal Description of the Facility Property (107.57 Acres)
Tract 1 (LLC Property) and Tract 2 (LGC Property)
The Colony Public Improvement District No. 1 Amended and Restated Service and Assessment Plan
Exhibit F - Description of Facility Property
Page 7
1775.015‐1\92482.8
131
Exhibit G
Assessment Roll
The Colony Public Improvement District No. 1 Amended and Restated Service and Assessment Plan
Exhibit G- – Assessment Roll
Page 1
1775.015‐1\92482.8
1. Outstanding 2013 Facility Public Improvement Assessment levied against Facility
Property consisting of Tax Parcels No. 657618 and 657619 is $80,646,886.55.
2. Assessment Roll for Additional Facility Public Improvements and Related Development
Public Improvements as levied by the 2020 Assessment Ordinance:
ꢀ
ꢀ
132
Exhibit G-1
Exhibit G-1 to The Colony SERVICE AND ASSESSMENT PLAN
Page 1
1775.015‐1\92482.8
133
Exhibit G-1
Exhibit G-1 to The Colony SERVICE AND ASSESSMENT PLAN
Page 2
1775.015‐1\92482.8
134
Exhibit G-1
Exhibit G-1 to The Colony SERVICE AND ASSESSMENT PLAN
Page 3
1775.015‐1\92482.8
135
Exhibit G-1
Exhibit G-1 to The Colony SERVICE AND ASSESSMENT PLAN
Page 4
1775.015‐1\92482.8
136
Exhibit H
Exhibit H Form of Reimbursement Agreement
Page 1
1775.015‐1\92482.8
CITY OF THE COLONY PUBLIC IMPROVEMENT DISTRICT NO. 1
REIMBURSEMENT AGREEMENT
This City of The Colony Public Improvement District No. 1 Reimbursement Agreement (this
“Reimbursement Agreement”) is executed by the City of The Colony, Texas (the "City") and
The Colony _______ Development Corporation (the "Corporation"). The City and the
Corporation are individually referred to as a "Party" and collectively as the "Parties".
RECITALS
A. WHEREAS, on October 8, 2012, the City Council of the City (the "City Council") passed
and approved Resolution No. 2012-073 that created the City of The Colony Public Improvement
District No. 1 (the "District") pursuant to Chapter 372, Texas Local Government Code, as
amended (the "Act"); and
B. WHEREAS, the District includes approximately 439.12 contiguous acres within the
corporate limits of the City south of and adjacent to the Sam Rayburn Tollway (State Highway
121), north of and adjacent to Plano Parkway, and west of Spring Creek Parkway, which
property is described in Resolution No. 2012-073 (the "Property"); and
C. WHEREAS, the Corporation intends to issue Public Improvement Bonds designated
[INSERT DESCRIPTION OF BONDS], dated February 1, 2013 (the “Series 2013 Bonds”) to
finance Public Improvements which are authorized projects under the Act; and
D. WHEREAS, on February 7, 2013, the City Council passed and approved Ordinance No.
2013-1992 (the "Assessment Ordinance"), which ordinance, among other provisions, approved
the City of The Colony Public Improvement District No. 1 Service and Assessment Plan, dated
February 7, 2013, (as amended, the "Service and Assessment Plan"); and
E. WHEREAS, capitalized terms used in this Reimbursement Agreement have the meanings
given to them in this Reimbursement Agreement, and if not expressly defined in this
Reimbursement Agreement, the meanings given to them in the Service and Assessment Plan; and
F. WHEREAS, the Assessment Ordinance levied an Assessment against the Facility
Property in the amount of $__________, which amount represents the special benefit conferred
on the Facility Property by the Facility Public Improvements; and
G. WHEREAS, the Service and Assessment Plan and the Assessment Ordinance provide
that the Assessment against the Facility Property will be paid in Semi-Annual Installments
beginning September 1, 2013, and continuing every March 1 and September 1 thereafter until
such Assessment is paid in full, including Delinquent Collection Costs and any other related
amounts owed under the Service and Assessment Plan; and
H. WHEREAS, the City will deposit all Assessment Revenue from the collection of Semi-
Annual Installments of the Assessment against the Facility Property into the PID Operating
137
Exhibit H
Exhibit H Form of Reimbursement Agreement
Page 2
1775.015‐1\92482.8
Account and thereafter transfer a portion of such Assessment Revenue into a sub-account
corresponding to each issue of Public Improvement Bonds, including the Series 2013 Bonds. All
funds held in the PID Operating Account, and each sub-account therein, are owned by the City
and will remain segregated from other City revenue and may be used solely for the purposes set
forth in the Service and Assessment Plan and this Reimbursement Agreement; and
I. WHEREAS, the City will transfer all funds in the sub-account of the PID Operating
Account relating to the Series 2013 Bonds (the "Reimbursement Revenue") to the Corporation
pursuant to this Reimbursement Agreement, and the Corporation will pledge such
Reimbursement Revenue as additional security for the Series 2013 Bonds as set forth in the
Service and Assessment Plan, this Reimbursement Agreement, and the applicable trust indenture
setting forth the terms and other provisions related to the issuance of such Series 2013 Bonds;
and
J. WHEREAS, the Parties intend that:
a. the Assessment levied against the Facility Property will be collected by the City
in Semi-Annual Installments to pay Debt Service Shortfalls for Public Improvement
Bonds issued by the Corporation, including the Series 2013 Bonds, as provided in the
Service and Assessment Plan and this Reimbursement Agreement; and
b. Assessment Revenue from the collection of Semi-Annual Installments will be
deposited by the City into the PID Operating Account as provided in the Service and
Assessment Plan and this Reimbursement Agreement; and
c. A portion of the Assessment Revenue will be transferred by the City to each sub-
account of the PID Operating Account, including the sub-account relating to the Series
2013 Bonds, and will be held in such sub-account until payable to the Corporation as
Reimbursement Revenue as provided in this Reimbursement Agreement; and
d. Reimbursement Revenue payable to the Corporation under this Reimbursement
Agreement will be pledged as additional security for Series 2013 Bonds; and
e. Reimbursement Revenue payable to the Corporation under this Reimbursement
Agreement will be transferred by the Corporation to the applicable trustee under any trust
indenture or similar document setting forth the terms and other provisions related to the
Series 2013 Bonds (the "Trustee").
NOW THEREFORE, for and in consideration of the agreements contained herein, and other
good and valuable consideration the receipt and sufficiency of which are hereby acknowledged,
the Parties agree as follows:
1. The City agrees to pay to the Corporation upon the terms and conditions set forth in this
Reimbursement Agreement, the sum of _______________________________ ($__________)
plus interest as authorized by Section 372.018(a) of the Act (the "Reimbursement Amount").
2. On each Semi-Annual Calculation Date, the Corporation will calculate the amount, as of
such date, of the Debt Service Shortfall, if any, relating to the Series 2013 Bonds based on the
138
Exhibit H
Exhibit H Form of Reimbursement Agreement
Page 3
1775.015‐1\92482.8
"Bond Debt Service" schedule attached as Exhibit B, and such amount shall be the portion of the
corresponding Semi-Annual Installment of the Assessment against the Facility Property due as
Reimbursement Revenue to the Corporation on the immediately following September 5 and
March 5, as applicable, under this Reimbursement Agreement. The amount, if any, of taxes or
other revenue received by the Corporation after each Semi-Annual Calculation Date will be
carried forward and used to calculate the Debt Service Shortfall on the next Semi-Annual
Calculation Date. The Corporation will certify to the City in writing of the amount of such Debt
Service Shortfall by the close of business on each Semi-Annual Calculation Date. Such written
notification may be by facsimile or electronic mail.
3. On or before each Semi-Annual Billing Date, the City will calculate the amount of the
Semi-Annual Installment to be paid by the owner of the Facility Property as provided in the
Service and Assessment Plan and will send to the owner of the Facility Property on or before the
Semi-Annual Billing Date a bill setting forth (i) the amount of the Semi-Annual Installment,
which shall include the amount owed to the Corporation under this Reimbursement Agreement
and any other amounts owed under the Service and Assessment Plan and corresponding
reimbursement agreements, and (ii) the due date for payment of the Semi-Annual Installment
(which payment date shall begin September 1, 2013, and continue each March 1 and
September 1 thereafter so long as Public Improvement Bonds issued by the Corporation remain
outstanding). Each Semi-Annual Installment shall be delinquent if not paid by the owner of the
Facility Property within three calendar days after its due date.
4. For so long as any Public Improvement Bonds issued by the Corporation are outstanding,
the City will take and pursue all actions directed by the Corporation or Trustee, as applicable,
that are permissible under the Act to cause the Semi-Annual Installments to be collected and the
liens securing the installments to be enforced in the manner and to the maximum extent
permitted by the Act. If the City determines that any Semi-Annual Installment is delinquent, the
City will notify the Corporation and the Trustee as soon as practicable. The Corporation and/or
the Trustee shall direct the City to implement the timeline and procedures set forth on Exhibit A
attached hereto.
Both the Corporation and the City acknowledge the agreement set forth herein has also been
made between the City and each of The Colony ________ Development Corporation and The
Colony ________ Development Corporation in separate reimbursement agreements relating to
Public Improvement Bonds issued by those entities; and, the agreement set forth herein may also
be made between the City and the Corporation in relation to additional series of Public
Improvement Bonds issued by the Corporation. The Corporation or either of the other two
development corporations, acting singularly or jointly, may direct the City to implement the
procedures set forth in Exhibit A. If the City receives conflicting direction from one or more of
the Corporation or either of the other two development corporations and/or the Trustee(s), as
applicable, the City shall implement and follow the procedures in Exhibit A.
5. The City shall create a PID Operating Account and a sub-account therein corresponding
to each issue of Public Improvement Bonds, including the Series 2013 Bonds, and shall keep
such PID Operating Account and sub-accounts separate from all other funds of the City. The
139
Exhibit H
Exhibit H Form of Reimbursement Agreement
Page 4
1775.015‐1\92482.8
City shall deposit into the sub-account relating to the Series 2013 Bonds the amount of
Reimbursement Revenue due to the Corporation pursuant to this Reimbursement Agreement.
The transfer by the City to the Corporation of Reimbursement Revenue for the Series 2013
Bonds shall begin September 5, 2013, and shall continue each March 5 and September 5
thereafter so long as any Series 2013 Bonds remain outstanding.
6. The Corporation will transfer all Reimbursement Revenue received from the City within
two business days after receipt to the Trustee for immediate deposit into the bond fund or
applicable accounts therein as required under the trust indenture and supplements thereto relating
to the Series 2013 Bonds.
7. The Reimbursement Amount and the principal amount of the Assessment against the
Facility Property shall be reduced each year by the annual reduction of outstanding principal of
the Series 2013 Bonds.
8. If any owner of the Facility Property prepays in full or in part any unpaid principal
amount of the Assessment as provided in Section 4.8 of the Service and Assessment Plan, the
City shall immediately transfer to the Corporation, on a pro-rata basis, the amount of such
prepayment that corresponds to the amount of outstanding principal of any Public Improvement
Bonds issued by the Corporation as of the date of such prepayment. Upon receipt, the
Corporation shall immediately transfer such prepayment funds, on a pro-rata basis corresponding
to the amount of outstanding principal of the Series 2013 Bonds, to the Trustee for deposit into
the "Bond Fund" for the Series 2013 Bonds, and such prepayment funds shall be used only to
redeem any outstanding Series 2013 Bonds.
9. All payments due in accordance with the Service and Assessment Plan and this
Reimbursement Agreement shall be treated the same with respect to the liens created to secure
payment and the rights of the City, including foreclosure, in the event of delinquencies. Any
foreclosure sale for nonpayment of any such amounts shall be subject to a continuing lien for the
remaining unpaid amounts in accordance with state law.
10. Except for the rights transferred by this Reimbursement Agreement to the Trustee, the
obligations, right, title, and interest of the Parties under this Reimbursement Agreement may not
be assigned, transferred, encumbered, or impaired in any way without the prior written consent
of all the Parties and the Trustee. None of the Parties shall take any action that would impair or
adversely impact the collection of Semi-Annual Installments by the City, the deposit of
Assessment Revenue into the PID Operating Account, or the use of the PID Operating Account
as provided in the Service and Assessment Plan or this Reimbursement Agreement.
11. The obligations of the City to timely bill the owner of the Facility Property for each
Semi-Annual Installment of the Assessment against the Facility Property, collect Semi-Annual
Installments, deposit Assessment Revenue into the PID Operating Account and applicable sub-
accounts therein, and use the PID Operating Account and applicable sub-accounts therein as set
forth in the Service and Assessment Plan and this Reimbursement Agreement are absolute and
unconditional and are not subject to any rights of offset of any kind that the City may have or
140
Exhibit H
Exhibit H Form of Reimbursement Agreement
Page 5
1775.015‐1\92482.8
assert, and the City does not have, and for so long as any Series 2013 Bonds remain outstanding
or until the Reimbursement Amount has been paid in full, will not assert, any defenses to the
City's performance of such obligations.
12. The obligations of the Corporation to calculate and certify to the City the Debt Service
Shortfalls and corresponding amount of the Semi-Annual Installments due to the Corporation
under this Reimbursement Agreement as provided in the Service and Assessment Plan and this
Reimbursement Agreement and to use the Reimbursement Revenue as set forth in the Service
and Assessment Plan and this Reimbursement Agreement are absolute and unconditional and are
not subject to any rights of offset of any kind that the Corporation may have or assert, and the
Corporation does not have, and for so long as any Series 2013 Bonds remain outstanding or until
the Reimbursement Amount has been paid in full, will not assert, any defenses to the
Corporation's performance of such obligations.
13. The _____ Property shall not be transferred to private ownership unless the private
transferee acquires (and agrees to maintain for so long as any Public Improvement Bonds are
outstanding) such insurance as the City and the Corporation may require (including, but not
limited to, casualty loss and business interruption insurance) covering the Facility Property, the
Facility, and the contents thereof in amounts and with coverage limits determined by the City
and the Corporation as reasonably necessary to repair and restore the Facility and replace the
contents (including furniture, fixtures, and inventory) thereof and otherwise to facilitate the
return of the Facility to full operational status as soon as reasonably possible.
14. This Reimbursement Agreement is being executed and delivered, and is intended to be
performed in Denton County, Texas. Except to the extent that the laws of the United States may
apply to the terms hereof, the substantive laws of the State of Texas shall govern the validity,
construction, enforcement, and interpretation of this Reimbursement Agreement.
15. If a court finds any provision of this Reimbursement Agreement to be invalid or
unenforceable as to any person or circumstance, such finding shall not render the provision
invalid or unenforceable as to any other persons or circumstances. To the extent feasible, any
provision found to be invalid or unenforceable shall be deemed to be modified to be valid and
enforceable; however, if the provision cannot be so modified, it shall be stricken from this
Reimbursement Agreement, and all other provisions of this Reimbursement Agreement shall
remain valid and enforceable and unaffected by the stricken provision.
16. Any notice required or contemplated by this Reimbursement Agreement must be in
writing and shall be deemed given at the addresses shown below: (a) when delivered by a
nationally recognized delivery service such as FedEx or UPS with evidence of delivery signed by
any person at the delivery address regardless of whether such person is the named addressee; or
(b) 72 hours after deposited with the United States Postal Service, Certified Mail, Return Receipt
Requested. A Party may change its address by giving notice in accordance with this section.
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Exhibit H
Exhibit H Form of Reimbursement Agreement
Page 6
1775.015‐1\92482.8
To the City:
The City of The Colony, Texas
6800 Main Street
The Colony, Texas 75056
With a copy to:
Brown and Hofmeister, LLP: c/o Jeff Moore
740 East Campbell Road, Suite 800
Richardson, Texas 75081
To the Corporation:
The Colony __________ Development Corporation
6800 Main Street
The Colony, Texas 75056
With a copy to:
Brown and Hofmeister, LLP: c/o Jeff Moore
740 East Campbell Road, Suite 800
Richardson, Texas 75081
To the Trustee:
Wells Fargo Bank, National Association
c/o Kushina White, Assistant Vice President
750 N. St. Paul Place, Suite 1750
MAC T9263-170
Dallas, Texas 75201
17. Failure; Default; Remedies
a. Except as provided in subsection (b) below, if any Party fails to perform any
obligation imposed on such Party by this Reimbursement Agreement (a “Failure”)
and the Failure is not cured within 30 days after written notice of the Failure is
provided to the non-performing Party, then such Failure shall constitute a “Default”
by the non-performing Party.
b. Notwithstanding subsection (a) above, if the City fails to transfer Reimbursement
Revenue to the Corporation as required by this Reimbursement Agreement, such
failure shall constitute an immediate "Default" by the City without notice or any
opportunity to cure.
c. If the Corporation is in Default, the City's sole and exclusive remedy shall be to
compel performance through injunctive relief or specific performance. No default by
the Corporation shall entitle the City to terminate this Reimbursement Agreement.
142
Exhibit H
Exhibit H Form of Reimbursement Agreement
Page 7
1775.015‐1\92482.8
d. If the City is in Default, the sole and exclusive remedy of the Corporation shall be to
compel performance through injunctive relief or specific performance. No default by
the City shall entitle the Corporation to terminate this Reimbursement Agreement.
This Reimbursement Agreement is a contract for providing goods and services within
the meaning of Section 271.151, Texas Local Government Code, as amended, and the
unpaid Reimbursement Amount is the balance due and owed by the City to the
Corporations within the meaning of Section 271.153, Texas Local Government Code,
as amended.
18. This Reimbursement Agreement supersedes all prior agreements (whether written or oral)
between the Parties regarding the subject matter hereof and constitutes the only agreement
between the Parties with regard to the subject matter hereof. In the event of any conflict between
this Reimbursement Agreement and any other resolution, order, instrument, document, or
agreement, the provisions and intent of this Reimbursement Agreement shall control. This
Reimbursement Agreement may only be amended by written agreement of the Parties.
19. The Corporation, as the current owner of the _____ Property subject to the Assessment
under the Service and Assessment Plan, hereby acknowledges the Assessment on the Facility
Property and agree to pay such Assessment in Semi-Annual Installments as provided in the
Service and Assessment Plan.
20. The Trustee shall be a third party beneficiary under this Reimbursement Agreement, and
such Trustee shall be entitled to fully enforce the terms of this Reimbursement Agreement for the
benefit of the holders of the Series 2013 Bonds as if the Trustee were a party to this
Reimbursement Agreement.
21. The term of this Reimbursement Agreement shall begin on February ___, 2013, and shall
continue until the Series 2013 Bonds have been paid in full or until the Reimbursement Amount,
including interest, has been paid in full.
IN WITNESS WHEREOF, the Parties have caused this Reimbursement Agreement to be
executed as of February 7, 2013.
City of The Colony, Texas
By:
Joe McCourry, Mayor
Date: February 7, 2013
ATTEST:
Christie Wilson, City Secretary
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Exhibit H
Exhibit H Form of Reimbursement Agreement
Page 8
1775.015‐1\92482.8
APPROVED AS TO FORM
Jeff Moore, City Attorney
The Colony ____________ Development Corporation,
a Texas non-profit corporation
By:
________________, President
Date: February 7, 2013
144
Exhibit A to Reimbursement Agreement
Exhibit H Form of Reimbursement Agreement
Page 1
1775.015‐1\92482.8
TIMELINE FOR
ASSESSMENT COLLECTIONS AND PURSUIT OF DELINQUENCIES1
Date: Activity:
August 1, 2013 and
each February 1 and
August 1 thereafter
Corporation is required to calculate the amount of any Debt Service Shortfall
relating to its Public Improvement Bonds; and, once calculated, the Corporation
will certify in writing to the City the amount(s), if any, so calculated.
August 15, 2013 and
each February 15
and August 15
thereafter
City will calculate the Semi-Annual Installment and, if any amount is due, the
City shall submit a bill to the owner of the Facility Property subject to the
Assessment.
September 1, 2013
and each March 1
and September 1
thereafter
Semi-Annual Installment of Assessment is due to the City.
Semi-Annual Installment of Assessment becomes delinquent if not received by
the City by March 4 or September 4.
No later than
September 5, 2013
and each March 5
and September 5
thereafter
City will forward Reimbursement Revenues, if any, to the Corporation from the
sub-account or sub-accounts of the PID Operating Account relating to any
Public Improvement Bonds issued by the Corporation.
If the City receives Assessment Revenue that is required to pay the amount of
Reimbursement Revenue owed by the City to the Corporation after March 4 or
September 4, the City will forward such Reimbursement Revenues within two
(2) days of the receipt thereof.
No later than two
days after the receipt
of Reimbursement
Revenue from the
City
Corporation will forward all Reimbursement Revenue received to the
Trustee(s).
On or before March
20 or September 20,
as applicable
City is aware of actual and specific delinquencies and will notify the
Corporation of such delinquencies. Upon notification by the City, the
Corporation or the dissemination agent, if any, will file an EMMA
disclosure of all delinquencies
If payment of any Semi-Annual Installment by a property owner is delinquent
but there is adequate funding for the upcoming bond debt service payment, no
further action for collection is required except that the City, working with its
attorney or an appropriate designee, will send supplemental billings/demand
letters at least monthly to the delinquent property owner(s). Any amounts so
collected will then be paid to the Corporation in accordance with the Service
and Assessment Plan and the Reimbursement Agreement.
If payments of any Semi-Annual Installment by a property owner is delinquent
ꢀꢀꢀꢀꢀꢀꢀꢀꢀꢀꢀꢀꢀꢀꢀꢀꢀꢀꢀꢀꢀꢀꢀꢀꢀꢀꢀꢀꢀꢀꢀꢀꢀꢀꢀꢀꢀꢀꢀꢀꢀꢀꢀꢀꢀꢀꢀꢀꢀꢀꢀꢀꢀꢀꢀꢀꢀꢀꢀꢀ
1 All capitalized terms shall have the meaning set forth in the Reimbursement Agreement.
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Exhibit A to Reimbursement Agreement
Exhibit H Form of Reimbursement Agreement
Page 2
1775.015‐1\92482.8
and there is inadequate funding to pay the upcoming bond debt service
payment, the collection-foreclosure procedure against all delinquent property
will proceed beginning the next February 1 immediately following the bond
debt service payment date for which there were inadequate funds if such
amounts remain unpaid on such date. The City, working with its attorney or an
appropriate designee, will send supplemental billings/demand letters at least
monthly to the delinquent property owner(s). Any amounts so collected will
then be paid to the Corporation in accordance with the Service and Assessment
Plan and the Reimbursement Agreement.
The Corporation will determine if Debt Service Reserve Fund needs to be
utilized for debt service payment on April 1 or October 1.
If there is to be a shortfall in amounts necessary to pay bond debt service
on any April 1 or October 1, the Corporation will immediately notify the
Trustee(s) and the dissemination agent, if any.
April 1 and
October 1
Bond debt service payments due.
The Corporation or the dissemination agent, if any, will file an EMMA
disclosure if Debt Service Reserve Fund is utilized for Debt Service.
Use of Debt Service Reserve Fund triggers commencement of foreclosure on
delinquent property on the February 1 immediately following such use.
February 1, 2014
and each
February 1
thereafter
If on any February 1, commencing February 1, 2014, the payment of any Semi-
Annual Installment by a property owner remains delinquent, the City, upon
direction from the Corporation and/or the Trustee, shall work with its attorney,
or the appropriate designee, to commence preliminary foreclosure procedures,
including sending final demand letters and actual foreclosure analysis including
ordering of the title reports, etc.
Within 72 hours of the commencement of foreclosure procedures, the City
will notify the Corporation of the plan of collections and foreclosure.
Within 72 hours of notification by the City of the plan of collections and
foreclosure, the Corporation will notify the Trustee(s) and Dissemination
Agent, if any, of the plan of collection and foreclosure.
Upon notification by the Corporation or the Dissemination Agent, if any,
shall file an EMMA of the plan of collections and foreclosure.
The designated lawyers or law firm will prepare formal foreclosure documents
and will provide periodic updates to the City, Corporation and Trustee(s) for
dissemination to bondholders who have requested to be notified of the
collections process. The goal for the foreclosure action is filing by no later than
June 30 (day 149) following the February 1 on which the preliminary
foreclosure procedures commenced.
June 30 Foreclosure action filed in state district court.
City to notify Corporation, Trustee(s) and Dissemination Agent, if any, of
filing of foreclosure action.
146
Exhibit B to Reimbursement Agreement
Bond Debt Service Schedule
Exhibit H to The Colony SERVICE AND ASSESSMENT PLAN – Reimbursement Agreement
Page 1
1775.015‐1\92482.8
147
1775.015-1\94227.2
Exhibit B
SUMMARY OF ASSESSMENTS AGAINST FACILITY PROPERTY
2013 Assessment Levied Against Facility Property:$ 83,400,000.00
Total 2013 Assessment against Facility Property
Outstanding as of 12/31/2020: $ 80,646,886.55
Annual Assessments Levied against Facility
Property as of 12/31/2020:$ 4,703,571.07
Total Outstanding Annual Assessments levied
against Facility Property as of 12/31/2020:$ 570,667.99
Total Outstanding Assessment Against Facility
Property as of 12/31/2020(1) $ 81,217,554.54
(1) Amount shown is calculated based on the outstanding par amount of the 2013 Project Infrastructure Bonds as of
December 31, 2020 and includes the 2020 Annual Assessment levied against the Facility Property for Additional Facility
Improvements that is due on or before January 31, 2021. Amount shown is not reduced by the $3,759,788 in semi-annual
installments that have been billed to the landowner of the Facility Property and paid in full under the terms of the Service
and Assessment Plan and the 2013 LGC Sales Tax Bonds Reimbursement Agreement for the purpose of paying Debt
Service Shortfalls for the 2013 LGC Sales Tax Bonds in the years 2017, 2018 and 2019. Under the terms of the Service
and Assessment Plan and the 2013 LGC Sales Tax Bonds Reimbursement Agreement, the payments of such semi-annual
installments do not reduce the outstanding assessments.
SUMMARY OF ASSESSMENTS AGAINST RELATED DEVELOPMENT PROPERTY
Annual Related Development Assessments Levied Against
Related Development Property as of 12/31/2020:$ 3,065,738.95
Total Outstanding Annual Assessments levied against
Related Development Property as of 12/31/2020(1) $ 490,441.03
(1) Does not include the 2013 Related Development Deferred Assessment in the amount of $11,400,000 which, as of
12/31/2020, the City has not levied against the Related Development Property.
148
Agenda Item No:4.7
CITY COUNCIL Agenda Item Report
Meeting Date: January 19, 2021
Submitted by: Tina Stewart
Submitting Department: General Admin
Item Type: Resolution
Agenda Section:
Subject:
Consider and approve a Resolution of the City Council of The City of The Colony, Texas, Approving an
Amended and Restated Management Agreement by and between the City of The Colony, Texas, The Board of
Directors of Tax Increment Reinvestment Zone Number One, City of The Colony, Texas, and The Colony Local
Development Corporation, Concerning Reinvestment Zone Number One, City of The Colony, Texas; Providing
a Severability Clause; and Providing for an Effective Date. (Maurina)
Suggested Action:
Attachments:
Res. 2021-xxx Approving Management Agreement.pdf
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SECRETARY’S CERTIFICATE
THE STATE OF TEXAS §
§ THE CITY OF THE COLONY, TEXAS
COUNTY OF DENTON §
I, the undersigned Secretary of the City Council (the “City Council”) of the City of The
Colony, Texas (the “City”), hereby certifies as follows:
1. The Board convened at a meeting (the “Meeting”), open to the public, on January
19, 2021, and the roll was called of the members of the City Council, to-wit:
JOE MCCOURRY )
MAYOR
RICHARD BOYER )
MAYOR PRO TEM
KIRK MIKULEC )
DEPUTY MAYOR PRO TEM
BRIAN WADE )
DAVID TERRE ) COUNCIL MEMBERS
PERRY SCHRAG )
JOEL MARKS )
All members of the City Council were present, except the following: ______________________,
thus constituting a quorum. Whereupon among other business, the following transaction was
considered and approved at such Meeting: A written:
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF THE COLONY,
TEXAS, APPROVING AN AMENDED AND RESTATED MANAGEMENT
AGREEMENT BY AND BETWEEN THE CITY OF THE COLONY, TEXAS,
THE BOARD OF DIRECTORS OF TAX INCREMENT REINVESTMENT
ZONE NUMBER ONE, CITY OF THE COLONY, TEXAS, AND THE
COLONY LOCAL DEVELOPMENT CORPORATION, CONCERNING
REINVESTMENT ZONE NUMBER ONE, CITY OF THE COLONY, TEXAS;
PROVIDING A SEVERABILITY CLAUSE; AND PROVIDING FOR AN
EFFECTIVE DATE
(the “Resolution”) was duly introduced for the consideration of the City Council. It was then
duly moved and seconded that such Resolution be adopted; and, after due discussion, such
motion, carrying with it the adoption of such Resolution, prevailed and carried by the following
votes:
AYES: _______ NOES: ________
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2. A true, full, and correct copy of the aforesaid Resolution adopted at the Meeting
described in the above and foregoing paragraph is attached to and follows this Certificate; such
Resolution has been duly recorded in the City Council’s minutes of such Meeting; the above and
foregoing paragraph is a true, full, and correct excerpt from the City Council’s minutes of such
Meeting pertaining to the adoption of such Resolution; the persons named in the above and
foregoing paragraph are the duly chosen qualified, and acting officers and members of the City
Council as indicated therein; each of the officers and members of the City Council was fully and
sufficiently notified officially and personally, in advance, of the time, place, and purpose of such
Meeting, and that such Resolution would be introduced and considered for adoption at such
Meeting and each such officers and members consented, in advance, to the holding of such
Meeting for such purpose; and such Meeting was open to the public, and public notice of the
time, place, and purpose of such Meeting was given, all as required by Chapter 551, Texas
Government Code, as amended.
SIGNED this .
________________________________________
Tina Stewart, City Secretary
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CITY OF THE COLONY, TEXAS
RESOLUTION NO. 2021-_____
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF THE
COLONY, TEXAS, APPROVING AN AMENDED AND RESTATED
MANAGEMENT AGREEMENT BY AND BETWEEN THE CITY OF THE
COLONY, TEXAS, THE BOARD OF DIRECTORS OF TAX
INCREMENT REINVESTMENT ZONE NUMBER ONE, CITY OF THE
COLONY, TEXAS, AND THE COLONY LOCAL DEVELOPMENT
CORPORATION, CONCERNING REINVESTMENT ZONE NUMBER
ONE, CITY OF THE COLONY, TEXAS; PROVIDING A SEVERABILITY
CLAUSE; AND PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, after a public hearing held on November 8, 2011, the City Council of the
City of The Colony, Texas (the “City Council”), approved Ordinance No. 2011-1926,
designating Reinvestment Zone Number One, City of The Colony, Texas (the “Zone”) in
accordance with and pursuant to Chapter 311 of the Texas Tax Code, as amended; and
WHEREAS, on November 15, 2011, the City Council for the City (the “City Council”),
and the board of directors for the Zone (the “Zone Board”) approved the Final Project and
Reinvestment Zone Financing Plan for the Zone (the “Final Project and Finance Plan”); and
WHEREAS, Section 311.010(f) of the Texas Tax Code provides the authority for the
City Council, the Zone Board, and The Colony Local Development Corporation (the
“Corporation”) to enter into a Management Agreement to address the management of the Zone,
and the implementation of the Final Project and Finance Plan; and
WHEREAS, the City, the Zone Board, and the Corporation entered into that certain
Management Agreement, effective as of December 6, 2011, and the City and the Corporation
now wish to amend and restate such Management Agreement (the “Amended and Restated
Management Agreement”), attached hereto as Exhibit A; and
WHEREAS, the City Council hereby determines it is in the best interest of the City of
The Colony, Texas, to adopt this Resolution approving the attached Amended and Restated
Management Agreement.
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 of the City of The Colony, Texas, does hereby approve
the Management Agreement and authorizes the Mayor and City Secretary of the City Council to
execute the Management Agreement, a copy of which is attached hereto as Exhibit A.
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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 full 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 19th DAY OF JANUARY, 2021.
Joe McCourry, Mayor
ATTEST:
Tina Stewart, City Secretary
APPROVED AS TO FORM:
Jeff Moore, City Attorney
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AMENDED AND RESTATED MANAGEMENT AGREEMENT
This Amended and Restated Management Agreement (this "Agreement") is executed by
the City of The Colony, Texas (the "City"), the Board of Directors of Tax Increment
Reinvestment Zone Number One, City of The Colony, Texas (the "Zone Board"), and The
Colony Local Development Corporation (the "Corporation") to be effective as of the Effective
Date as provided herein, and to continue until the Zone is terminated.
1. RECITALS
1.1 WHEREAS, words and phrases used in this Agreement that have their initial
letters capitalized shall have the meanings given to them in the introductory paragraph above, in
these RECITALS, and in Section 2 unless the context in which a word or phrase is used clearly
requires a different meaning;
1.2 WHEREAS, unless otherwise specified, all references to "Section" mean a section
of this Agreement;
1.3 WHEREAS, the recitals set forth in this Section 1 are true and correct and
constitute representations and warranties of the Parties; and which recitals form the basis upon
which the Parties entered into this Agreement; and but for the truth and correctness of the recitals
the Parties would not have entered into this Agreement;
1.4 WHEREAS, the Zone was created by the City as an economic development tool
to pay TIF Project Costs including, but not limited to, costs for: (i) public works within and
outside the Zone; (ii) public improvements within and outside the Zone; (iii) programs for the
public purpose of economic development within the Zone to facilitate and/or pay for projects that
benefit the Zone, develop and diversify the economy of the Zone, and stimulate business and
commercial activity within the Zone; including, but not limited to, programs under Chapter 380,
Texas Local Government Code, as amended; (iv) other projects that benefit the Zone; and
(v) costs and expenses incidental to the foregoing works, improvements, programs, and projects
from all or a portion of: (A) increased ad valorem taxes collected by the City and the County
from within the Zone and attributable to new development within the Zone; and (B) increased
sales and use taxes collected by the City within the Zone and attributable to new development
within the Zone;
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1.5 WHEREAS, Section 311.010(f) of the TIF Act authorizes the City and the Zone
Board to contract with the Corporation to manage the Zone and to implement the Project and
Finance Plan;
1.6 WHEREAS, the Corporation was formed pursuant to the provisions of the
Transportation Code which authorizes the Corporation to assist and act on behalf of the City and
to engage in activities in the furtherance of the purposes for which the Corporation was created;
1.7 WHEREAS, the Corporation was organized for the purposes of aiding, assisting,
and acting for and on behalf of the City in the performance of the City’s governmental functions,
including, but not limited to: (i) providing a means to implement and finance the costs of projects
located within and outside of, and benefitting, the Zone, including: (A) public works within and
outside such Zone, (B) public improvements within and outside such Zone, (C) programs
determined by the City Council to be necessary or convenient to the implementation of the
Project and Finance Plan for the public purposes of developing and diversifying the economy of
the Zone and developing and expanding business and commercial activity within the Zone,
(D) other projects that benefit the Zone, and, (E) costs and expenses incidental to the foregoing
works, improvements, programs, and projects; (ii) causing and arranging for all of the
acquisition, design, construction, assembly, installation, implementation, operation and
maintenance of the foregoing works, improvements, programs, and projects; (iii) issuing bonds
and notes for the financing of the foregoing works, improvements, programs, and projects; and,
(iv) owning, leasing, selling, granting, transferring, conveying and otherwise being responsible
for the foregoing works, improvements, programs, and projects; all for the public purpose of
encouraging development and redevelopment within the Zone;
1.8 WHEREAS, the Corporation is further authorized to aid, assist, and act on behalf
of the City and the Zone Board in the management of the Zone and the implementation of the
Project and Finance Plan, including the exercise of all the powers of the City and the Zone Board
under Chapter 380, Texas Local Government Code, as amended;
1.9 WHEREAS, in acting on behalf of the City, the Corporation will assist the City in
the performance of the City’s governmental functions to promote, develop, encourage, and
maintain employment, commerce, and economic development in the City, the Zone, and the
State of Texas;
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1.10 WHEREAS, to the extent necessary to carry out its authorized purposes, the
Corporation shall have and exercise all of the rights, powers, privileges, authority, and functions
given by the general laws of the State to corporations incorporated under the Transportation
Code including, without limitation, all powers not in conflict with the Transportation Code
granted to domestic nonprofit corporations by the Texas Nonprofit Corporation Law as defined
by Section 1.008 of the Texas Business Organizations Code and governed by Chapter 20 and
2022 and the provisions of Title 1 of the Texas Business Organizations Code, and shall have all
other powers of a like or different nature not prohibited by law which are necessary or useful to
enable the Corporation to perform the authorized purposes for which it was created;
1.11 WHEREAS, the Corporation is a constituted authority and a public
instrumentality within the meaning of the regulations of the United States Treasury Department
and the rulings of the Internal Revenue Service and is authorized to act on behalf of the City as
provided in the articles of Incorporation of the Corporation; however the Corporation is not a
political subdivision or political corporation of the State, and no agreements, bonds, debts, or
obligations of the Corporation are or shall ever be deemed to be the agreements, bonds, debts, or
obligations, or the lending of credit, or a grant of public money or thing of value, of or by the
City, except as provided by State law, or any other political corporation, subdivision, or agency
of the State, or a pledge of the faith and credit of any of them;
1.12 WHEREAS, it is contemplated that, subject to the limitations prescribed in the
TIF Act, this Agreement, and the limitations of its articles of incorporation, the Corporation shall
have the authority to issue or enter into, from time to time, one or more series of TIF
Obligations, the proceeds of which will be used to pay TIF Project Costs, including but not
limited to such amounts necessary to provide for the funding of any necessary reserve funds,
capitalized interest amounts and the costs of issuance related to such TIF Obligations, in
accordance with the Project and Finance Plan and Development Agreement;
1.13 WHEREAS, the sources of revenue to pay Public Works Project Costs will
include the City Tax Increment, the City Sales Tax Increment, and any other funds legally
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available to pay such costs, and an additional source of revenue to pay Public Works Project
Costs, excluding costs for municipal buildings, will include the County Tax Increment;
1.14 WHEREAS, the sources of revenue to pay the Economic Development Project
Costs (or, alternatively, implement the Economic Development Programs and make the
corresponding Economic Development Grants) will include the City Sales Tax Increment, to the
extent permitted by law, and any other funds legally available for such purpose;
1.15 WHEREAS, the TIF Act and Transportation Code, authorize the City and the
Zone Board to enter into this Agreement with the Corporation for the purposes of providing
management and administration for the Zone, providing for services and improvements, and
otherwise performing the functions set forth herein, and, the City and the Zone Board agree to
pay for the Corporation’s activities performed pursuant to this Agreement from the City Sales
Tax Increment, the City Tax Increment and the County Tax Increment as provided in this
Agreement;
1.16 WHEREAS, the City and the Zone Board desire to contract with the Corporation
to provide the assistance described in this Agreement during the term of the Zone;
1.17 WHEREAS, the Corporation is willing to enter into this Agreement with the
City and Zone Board setting forth the duties and responsibilities of the Corporation, the City and
the Zone Board: and
1.18 NOW, THEREFORE, for and in consideration of the premises and the mutual
covenants and agreement herein contained, it is agreed as follows:
2. DEFINITIONS
2.1 "Agreement" is defined in the introductory paragraph and means this Amended
and Restated Management Agreement, as amended.
2.2 "City" is defined in the introductory paragraph and means the City of The Colony,
Denton County, Texas, a home-rule municipal corporation.
2.3 "City Council" means the governing body of the City.
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2.4 "City Sales Tax Increment" is defined in the Project and Finance Plan.
2.5 “City Sales Tax Increment Subaccount” means the subaccount of the Tax
Increment Fund held by the City on behalf of the Zone Board into which all City Sales Tax
Increment is deposited upon receipt by the City pursuant to the TIF Act.
2.6 "City Tax Increment" is defined in the Project and Finance Plan.
2.7 “City Tax Increment Subaccount” means the subaccount of the Tax Increment
Fund held by the City on behalf of the Zone Board into which the City Tax Increment, less the
amounts required to be deposited into the City Tax Increment (50-acre) Subaccount, is deposited
upon receipt by the City pursuant to the TIF Act.
2.8 “City Tax Increment (50-acre) Subaccount” means the subaccount of the Tax
Increment Fund held by the City on behalf of the Zone Board into which the portion of City Tax
Increment collected from the property taxes of that certain real property identified by the Denton
Central Appraisal District Tax Property Identification Nos. 167701, 17337, and 275371 is
deposited.
2.9 "Corporation" is defined in the introductory paragraph and means The Colony
Local Development Corporation, a Texas nonprofit corporation created under the Transportation
Code by Resolution No. 2011-075 adopted by the City Council on November 8, 2011, and
legally formed by a certificate of incorporation (File No. 801506539) issued November 9, 2011,
by the Texas Secretary of State.
2.10 "County" means Denton County, Texas.
2.11 "County Tax Increment" is defined in the Project and Finance Plan.
2.12 “County Tax Increment Subaccount” means the subaccount of the Tax Increment
Fund held by the City on behalf of the Zone Board into which the County Tax Increment, less
the amounts required to be deposited into the County Tax Increment (50-acre) Subaccount, is
deposited upon receipt by the City pursuant to the TIF Act.
2.13 “County Tax Increment (50-acre) Subaccount” means the subaccount of the Tax
Increment Fund held by the City on behalf of the Zone Board into which the portion of County
Tax Increment collected from the property taxes of that certain real property identified by the
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Denton Central Appraisal District Tax Property Identification Nos. 167701, 17337, and 275371
is deposited.
2.14 "Developer" means LMG Ventures, LLC and TXFM, Inc.
2.15 "Development Agreement" means that certain Development and Tax Increment
Payment Agreement among the City, the Zone Board, the Corporation, and the Developer
approved by Ordinance No. 2011-1932, adopted by the City Council on November 15, 2011.
2.16 "Economic Development Grants" are defined in the Project and Finance Plan.
2.17 "Economic Development Programs" are defined in the Project and Finance Plan.
2.18 "Economic Development Project Costs" are defined in the Project and Finance
Plan.
2.19 “Effective Date” means the date of the delivery of the Corporation’s Tax
Increment Contract Revenue Refunding Bonds (Nebraska Furniture Mart Texas Project) Taxable
Series 2021.
2.20 "End Users" are defined in the Development Agreement.
2.21 "Notice" is defined in Section 5.1.
2.22 "Party" and "Parties" means, individually any of the City, the Zone Board, or the
Corporation; and collectively, the City, the Zone Board, and the Corporation.
2.23 “Pledged Revenue Fund” is defined in Section 3.5.5.
2.24 “Proceeds Fund” is defined in Section 3.5.6.
2.25 "Project and Finance Plan" means the Final Project and Reinvestment Zone
Financing Plan for Tax Increment Reinvestment Zone Number One, City of The Colony, Texas,
approved by Ordinance No. 2011-1929 adopted by the City Council on November 15, 2011, as
amended.
2.26 "Public Works Project Costs" are defined in the Project and Finance Plan.
2.27 "Public Works Projects" are defined in the Project and Finance Plan.
2.28 "Tax Increment Fund" shall mean the Tax Increment Fund created by the City
pursuant to Ordinance No. 2011-1926 adopted on November 8, 2011, which included
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subaccounts held therein; the City is required to deposit, or caused to be deposited, within such
Fund the City Tax Increment, the City Sales Tax Increment, the County Tax Increment, the
proceeds from the issuance of any TIF Obligations, and any other amounts otherwise required by
the TIF Act.
2.29 "TIF Act" means the Tax Increment Financing Act, Chapter 311, Texas Tax
Code, as amended.
2.30 "TIF Obligations" are defined in the Project and Finance Plan as one or more
series of bonds or notes or other obligations secured in whole or in part by the Tax Increment
Fund.
2.31 "TIF Project Costs" are defined in the Project and Finance Plan.
2.32 "TIF Projects" are defined in the Project and Finance Plan.
2.33 "Transportation Code" means Subchapter D of Chapter 431, Texas Transportation
Code, as amended.
2.34 "Zone" means Reinvestment Zone Number One, City of The Colony, Texas,
designated by the City Council pursuant to the TIF Act by Ordinance No. 2011-1926 adopted
November 8, 2011.
2.35 "Zone Board" is defined in the introductory paragraph and means the Board of
Directors established for the Zone by the City Council pursuant to the TIF Act by Ordinance
No. 2011-1926 adopted November 8, 2011.
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3. SERVICES OF THE CORPORATION
3.1 The Corporation will: (i) provide management and administrative services for the
Zone as requested by the Zone Board and the City as necessary or convenient to the
administration and implementation of the Project and Finance Plan; and (ii) perform or assist the
Zone Board and the City in performing their respective obligations under the Project and Finance
Plan and under any other agreements to which the Zone Board or the City is a party or by which
either is bound and which are related to the administration or implementation of the Project and
Finance Plan.
3.2 As requested by the Zone Board and the City, from time to time, the Corporation
will assist the Zone Board and the City in the preparation of amendments to the Project and
Finance Plan and the Development Agreement.
3.3 As requested by the City, from time to time, the Corporation will issue or enter
into TIF Obligations and will deposit, or cause to be deposited, the proceeds from such TIF
Obligations into the Tax Increment Fund to be used solely to pay TIF Project Costs.
3.4 Construction of TIF Projects.
3.4.1 TIF Projects shall be financed and constructed by the Corporation in
phases in accordance with the terms, conditions and requirements of the Project and Finance
Plan and Development Agreement. The Parties will cooperate and coordinate their activities so
that the commencement, financing and construction of the TIF Projects occurs at such times as
are necessary or desirable to meet the time requirements for the construction of other
improvements within the Zone by the Developer or End Users. A construction schedule and
budget for the construction of each phase of the TIF Projects shall be prepared, maintained and
updated, from time to time, by the Corporation as required to implement the Project and Finance
Plan and Development Agreement, which schedule and budget, when completed and updated,
shall become part of this Agreement. The Parties shall use all reasonable efforts to construct the
TIF Projects on a schedule that will satisfy the performance standards set forth in the Project and
Finance Plan and Development Agreement. The Corporation may assign to the Developer the
responsibility to prepare such construction schedule and budget, to prepare plans and
specifications for the TIF Projects, to negotiate and recommend the award of contracts for the
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design and construction of the TIF Projects, and to manage and oversee construction of the TIF
Projects. The Zone Board and the City agree and acknowledge, and the Corporation
acknowledges, that the Developer may seek and receive payment and reimbursement in
accordance with this Agreement for all TIF Project Costs paid or incurred by the Developer in
performing its assigned duties under the Developer Agreement, including, but not limited to, all
costs and expenses paid or incurred by the Developer in connection with the creation of the Zone
and the implementation of the Project and Finance Plan and Development Agreement, out of
proceeds of TIF Obligations, the City Sales Tax Increment, the City Tax Increment , the County
Tax Increment or other funds available under this Agreement or the Development Agreement, as
applicable.
3.4.2 To the extent that any of the TIF Projects to be constructed are to be
located in City owned rights-of-way, the City shall grant to the Corporation access thereto to
enable the construction of such projects. In the event additional right-of-way is required to
construct the TIF Projects, the City will cooperate with the Corporation to acquire the necessary
right-of-way, including, but not limited to, the use of the City's condemnation powers. The
acquisition of such right-of-way shall be at the expense of the Corporation.
3.4.3 To the extent the Corporation, the Zone Board, the City or the Developer
incurs any costs, including financing costs, to undertake or construct any TIF Projects, such costs
shall constitute TIF Project Costs incurred in furtherance of the Project and Finance Plan. A
general description of the TIF Projects is contained in the Project and Finance Plan and
Development Agreement; however such description is not intended to be an exhaustive list of
projects. The Corporation will cause the TIF Projects to be constructed in substantial accordance
with the Project and Finance Plan and Development Agreement.
3.4.4 All contracts for the acquisition, design or construction of TIF Projects
shall be entered into by and in the name of the Corporation and shall be approved by the City
(which approvals shall not be unreasonably withheld or delayed); however, all such contracts
shall reflect that the "owner" of the TIF Projects being acquired, designed or constructed shall, at
all times, be and remain the City. To the extent permitted by law, such contracts shall be exempt
from any requirement for competitive bidding. Notwithstanding the fact that the City is the
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"owner," the contractors nevertheless agree to look solely to the Corporation for payment, and the
City shall have no liability whatsoever under such contracts, whether for payment or otherwise.
3.4.5 The Corporation shall require all contracts for the design and construction
of TIF Projects to include provisions relating to performance bonds, surety bonds, insurance, and
other performances standards that are approved by the City, which approvals shall not be
unreasonably withheld or delayed.
3.4.6 All TIF Projects shall be designed and constructed in accordance with the
applicable development regulations of the City including, but not limited to, zoning, subdivision,
and building code regulations. Except as expressly required by such applicable regulations, the
design and construction of the TIF Projects shall be determined by the Developer and End Users.
3.5 TIF Obligations.
3.5.1 The Parties agree that the Corporation has the authority to issue TIF
Obligations that are to be repaid from moneys to be paid by the City and the Zone Board to the
Corporation from the Tax Increment Fund pursuant to this Agreement.
3.5.2 The Parties agree that the Corporation has the power from time to time to
issue TIF Obligations upon such terms and conditions as the Corporation and the City shall
determine to be necessary or desirable to implement the Project and Finance Plan and
Development Agreement. The TIF Obligations may be in the form of a bond, note or other debt
instrument.
3.5.3 To implement the Project and Finance Plan and Development Agreement,
the Corporation may issue TIF Obligations in an amount necessary to finance the acquisition,
design and construction of the TIF Projects and pay TIF Project Costs (including amounts
necessary to fund reserve funds, capitalized interest and pay costs of issuance) all of which will
be repaid by the Corporation from payments made by the City and the Zone Board from the Tax
Increment Fund pursuant to this Agreement. The issuance of TIF Obligations by the Corporation
shall be subject to the approval of the City by a resolution duly adopted by the City Council. The
deposit and disbursement of proceeds from the issuance of TIF Obligations shall be made in
accordance with this Agreement, the applicable trust indenture for, and other bond documents
related to, the related TIF Obligations.
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3.5.4 The Corporation agrees to commence the process to issue and sell the TIF
Obligations from time to time, at such times and in such amounts as are required to produce
proceeds in an amount sufficient to acquire, design and construct the TIF Projects and pay TIF
Project Costs. The Corporation shall issue and sell the TIF Obligations, from time to time, and
the City and the Corporation shall hold and disburse the proceeds as provided in this Agreement,
the applicable trust indenture for, and other bond documents related to, such TIF Obligations.
3.5.5 TIF Obligations issued by the Corporation shall be secured, in whole or in
part, by funds deposited from time to time into the “Pledged Revenue Fund” created by the
Corporation under the applicable trust indenture and held by the applicable trustee. The Pledged
Revenue Funds are the accounts into which payments of the City Tax Increment, the City Sales
Tax Increment and the County Tax Increment made by the City and Zone Board pursuant to this
Agreement shall be deposited. The Corporation may, in its best interest, pledge or assign all or a
portion of the City Tax Increment and the County Tax Increment for the payment of TIF
Obligations in accordance with the terms of the applicable trust indenture for such TIF
Obligations. The Pledged Revenue Funds will be maintained at all times in the manner provided
in the applicable trust indenture for the related TIF Obligations. Moneys in the Pledged Revenue
Funds may be invested and reinvested by the Corporation, or directed by the Corporation to be
invested and reinvested, only in investments which would be eligible for investment by the City
pursuant to the provisions of the Public Funds Investment Act (Chapter 2256, Texas Government
Code).
3.5.6 All proceeds generated from the issuance of the TIF Obligations shall be
deposited into the Tax Increment Fund and thereafter caused to be transferred by the City to the
appropriate “Proceeds Fund,” created by the Issuer under the applicable trust indenture and held
by the trustee, and thereafter disbursed in such manner and at such times as shall be provided for
in such trust indenture for, and other bond documents related to, the related TIF Obligations. All
such proceeds shall be held separate and apart from, and shall not be commingled with, any other
funds of the City or the Corporation.
3.5.7 To the extent necessary or desirable, the applicable trust indenture for, and
other bond documents related to, the TIF Obligations may provide that a reserve fund be
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established and funded as mutually agreeable to the Corporation and the City to pay the principal
and interest on the TIF Obligations and/or to retire a portion of the TIF Obligations.
3.5.8 The Corporation agrees to provide to the City and the Zone Board copies
of the proposed trust indenture and/or bond resolution in connection with any issuance of any
TIF Obligations. In addition, to the fullest extent permitted by law, the Corporation agrees that it
will not revoke or amend any trust indentures, orders, resolutions or other actions relating to the
issuance, sale, or delivery of TIF Obligations, except as provided in such resolutions, trust
indentures, or other instruments adopted or executed in connection with the issuance, sale, and
delivery of the TIF Obligations.
3.6 Complete books and records shall be maintained showing deposits to and
disbursements from the Tax Increment Fund of the City and the Pledged Revenue Funds or other
funds of the Corporation, which books and records shall be deemed complete if kept in
accordance with generally accepted accounting principals as applied to Texas municipalities and
in accordance with the provisions of the TIF Act. Such books and records shall be available for
examination by the City during normal business hours upon request made not less than five (5)
business days prior to the date of such examination. The Corporation shall maintain such books
and records throughout the term of the Zone and for six (6) years thereafter, all subject to the
requirements of the TIF Act.
3.7 The Corporation will use the moneys in the Pledged Revenue Fund in accordance
with the terms of the applicable trust indenture for, and other bond documents related to, the TIF
Obligations.
3.8 The Corporation may pledge and assign all or a part of the Pledged Revenue Fund
to the owners and holders of the related TIF Obligations in accordance with the terms of the
applicable trust indenture for such TIF Obligations.
4. DUTIES OF THE CITY AND THE ZONE BOARD
4.1 The City agrees to provide customary City services in the Zone subject to the
provision of funds for these services in the City budget.
4.2 The City has established the Tax Increment Fund, including subaccounts as the
City deems necessary, including but not limited to the following subaccounts: (i) the City Sales
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Tax Increment Subaccount, (ii) the City Tax Increment (50-acre) Subaccount; (iii) the County
Tax Increment (50-acre) Subaccount; (iv) the City Tax Increment Subaccount; and (v) the County
Tax Increment Subaccount, in the City treasury into which all the City Sales Tax Increment, City
Tax Increment and the County Tax Increment shall be deposited.
4.3 During the term of this Agreement, the portion of the City Tax Increment and the
County Tax Increment held in the City Tax Increment (50-acre) Subaccount and the County Tax
Increment (50-acre) Subaccount of the Tax Increment Fund shall be used for any lawful purpose
under the TIF Act and this Agreement, including, but not limited to, for the payment of TIF
Obligations in accordance with the terms of an applicable trust indenture for such TIF Obligations
secured by funds deposited into the City Tax Increment (50-acre) Subaccount and the County Tax
Increment (50-acre) Subaccount.
4.4 During the term of this Agreement, the City, on behalf of itself and the Zone
Board, will pay the Corporation, or the trustee maintaining the applicable Pledged Revenue Fund
under the related trust agreement, on a monthly basis on the first business day of each month, the
City Sales Tax Increment then available in the City Sales Tax Increment Subaccount of the Tax
Increment Fund.
4.5 During the term of this Agreement, the City, on behalf of itself and the Zone
Board, will deposit with the trustee maintaining the applicable Pledged Revenue Fund under the
related trust agreement, on a monthly basis on the first business day of each month, the funds
available in the City Tax Increment Subaccount and the County Tax Increment Subaccount
pledged for the payment of such related TIF Obligations pursuant to the related trust indenture
thereof until such amount required to be deposited into the applicable Pledged Revenue Account
beginning January 1 of each calendar year under the terms of the applicable trust indenture are
satisfied; provided, however all such funds in excess of the amounts required to be deposited in
the applicable Pledged Revenue Fund shall be used for any lawful purpose under the TIF Act so
long as there is no event of default under the applicable trust indenture. However, in the event of
default under the applicable trust indenture related to TIF Obligations secured by funds deposited
into the City Tax Increment Subaccount or the County Tax Increment Subaccount, the City must
deposit all of the then available funds on deposit in the City Tax Increment Subaccount and the
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County Tax Increment Subaccount with the trustee maintaining the applicable Pledged Revenue
Fund under the related trust agreement until such event of default is cured.
4.6 Such funds, as described in Sections 4.3, 4.4 and 4.5 above, shall be transferred
and deposited into the applicable Pledged Revenue Fund under the related trust indenture and
used in accordance with Section 3.7 heretofore. Also during the term of this Agreement, the City,
on behalf of itself and the Zone Board, will pay the Corporation, or the trustee maintaining the
applicable Proceeds Fund under the related trust agreement, immediately upon receipt of any
proceeds of any TIF Obligations the full amount of such deposit. Such proceeds shall be
transferred and deposited into the applicable Proceeds Fund under the related trust indenture and
used in accordance with Section 3.5.7 heretofore.
4.7 The City and the Zone Board shall have no financial obligation to the Corporation
other than as provided in this Agreement and in other agreements between the City, the Zone
Board and the Corporation. The obligation of the City and the Zone Board to the Corporation
under this Agreement is limited to the Tax Increment Fund. This Agreement shall create no
obligations of the City or the Zone Board which are payable from taxes or other moneys of the
City other than from the Tax Increment Fund.
4.8 In consideration of the services to be provided by the Corporation, the City and
the Zone Board covenant and agree that they will, as authorized under the TIF Act and other
applicable laws, continuously collect the City Tax Increment, County Tax Increment, and City
Sales Tax Increment in the manner and to the maximum extent permitted by applicable law. To
the extent the City and the Zone Board may legally do so, the City and the Zone Board also
covenant and agree that they will not permit a reduction in such tax increments. In addition, the
City covenants and agrees that it will not dissolve the Corporation and that any repeal of the right
and power to collect such tax increments will not be effective until all TIF Obligations of the
Corporation have been paid in full or until they are legally defeased. The City and the Zone
Board further covenant and agree that they will make all deposits of such tax increments directly
into the Tax Increment Fund without counterclaim or offset.
4.9 The obligation of the City and the Zone Board to make the payments set forth in
this Agreement from the Tax Increment Fund shall be absolute and unconditional, and until
such time as this Agreement and all TIF Obligations issued pursuant to this Agreement have
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been fully paid or otherwise satisfied or provision for payment thereof shall have been made in
accordance with their terms or the date of expiration of the Zone, whichever comes last, the City
and the Zone Board will not suspend or discontinue any payments provided for by this
Agreement for any cause.
5. ADDITIONAL PROVISIONS
5.1 Notices. Any notice or other communication required or contemplated by this
Agreement (a "Notice") is effective when in writing (i) and personally delivered by any
nationally recognized delivery service such as FedEx or UPS, or (ii) three (3) days after the
Notice is deposited with the U.S. Postal Service, postage prepaid, CERTIFIED MAIL with
return receipt requested, and (iii) when addressed as follows or, in the case of a change of
address, as provided in a Notice notifying the other Parties of such address change.
To the City:
The City of The Colony, Texas
6800 Main Street
The Colony, Texas 75056
With a copy to:
Brown and Hofmeister, LLP: c/o Jeff Moore
740 East Campbell Road, Suite 800
Richardson, TX 75081
To the Zone Board:
Board of Directors
Tax Increment Reinvestment Zone Number One,
City of The Colony, Texas
6800 Main Street
The Colony, Texas 75056
With a copy to:
Brown and Hofmeister, LLP: c/o Jeff Moore
740 East Campbell Road, Suite 800
Richardson, TX 75081
To the Corporation:
The Colony Local Development Corporation
6800 Main Street
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The Colony, Texas 75056
With a copy to:
Brown and Hofmeister, LLP: c/o Jeff Moore
740 East Campbell Road, Suite 800
Richardson, TX 75081
5.2 No Personal Liability. To the extent permitted by State law, no director,
employee, or agent of the Corporation, no director, employee, or agent of the Zone Board, and
no elected official, officer, employee or agent of the City shall be personally responsible for any
liability arising under or growing out of this Agreement.
5.3 Default; Remedies. If any Party fails to perform any material covenant required
by this Agreement, any other Party may give Notice of such failure to the non-performing Party,
which Notice shall describe in reasonable detail the nature of the failed performance. If the non-
performing Party does not cure or remedy the failed performance within a reasonable period of
time after the Notice is given (taking into consideration the nature of the failed performance; but
in no event more than thirty (30) days after the Notice is given), then the non-performing Party
shall be in "Default" under this Agreement. If any Party is in Default, the sole and exclusive
remedy of the other Parties is to enforce specific performance of this Agreement. No Default by
any Party shall entitle any other Party to terminate this Agreement.
5.4 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.
5.5 Binding Obligation; Entire Agreement; Amendments. This Agreement is binding
upon the Parties and their assignees as permitted by this Agreement and to the extent provided in
any assignment. This Agreement constitutes the entire understanding and agreement of the
Parties as to the matters set forth in this Agreement and supersedes all prior agreements and
understandings whether oral or in writing. Except as provided in this Section 5.5, no amendment
to this Agreement shall be effective unless the amendment is in writing and is signed by the
Party or Parties sought to be bound by the amendment. This Agreement shall be automatically
amended to add as a Party each assignee that executes an assignment permitted by this
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Agreement, provided, however, the assignee will only be considered a Party for the limited
purposes set forth in the assignment.
5.6 Counterparts. This Agreement may be executed in one or more counterparts, each
of which shall be considered an original and all of which, when taken together, shall constitute a
single document.
5.7 Force Majeure. If the performance by any Party of its obligations under this
Agreement is delayed due to unexpected circumstances beyond the reasonable control of such
Party, then such Party shall be excused from performance during the period that such
circumstances continue so long as such Party is diligently and continuously seeking to eliminate
the circumstances or otherwise resume performance in spite of such circumstances.
5.8 Severability. If a court finds any provision of this Agreement to be invalid or
unenforceable as to any person or circumstance, such finding shall not render the provision
invalid or unenforceable as to any other persons or circumstances. To the extent feasible, any
provision found to be invalid or unenforceable shall be deemed to be modified to be valid and
enforceable; however, if the provision cannot be so modified, it shall be stricken from this
Agreement, and all other provisions of this Agreement shall remain valid and enforceable and
unaffected by the stricken provision.
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101610769.4/1001110572 Signature Page to Management Agreement
CITY:
City of The Colony, Texas
a Texas home-rule municipality
Joe McCourry, Mayor
ATTEST:
Tina Stewart, City Secretary
APPROVED AS TO FORM:
Jeff Moore, City Attorney
ZONE BOARD:
Board of Directors of Tax Increment
Reinvestment Zone Number One, City of
The Colony, Texas
By:
Richard Boyer, President
ATTEST:
Tim Miller, Secretary
CORPORATION:
The Colony Local Development Corporation
a Texas non-profit corporation
By:
Richard Boyer, President
ATTEST:
David Terre, Secretary
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Agenda Item No:4.8
CITY COUNCIL Agenda Item Report
Meeting Date: January 19, 2021
Submitted by: Tina Stewart
Submitting Department: General Admin
Item Type: Resolution
Agenda Section:
Subject:
Consider and approve a resolution by the City Council of the City of The Colony, Texas, Consenting to “The
Colony Local Development Corporation Tax Increment Contract Revenue Refunding Bonds (Nebraska
Furniture Mart Texas Project) Taxable Series 2021”; and Resolving Other Matters Incident and Related to the
Issuance of such Bonds; and Authorizing a Reimbursement Agreement; and Providing an Effective Date.
(Maurina)
Suggested Action:
Attachments:
Res. 2021-xxx Approving LDC Refunding Bonds and Reimbursement Agreement.pdf
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Agenda Item No:5.1
CITY COUNCIL Agenda Item Report
Meeting Date: January 19, 2021
Submitted by: Isaac Williams
Submitting Department: Engineering
Item Type: Ordinance
Agenda Section:
Subject:
Conduct a public hearing, discuss and consider an ordinance regarding a zoning change from annexed
territory’s temporary Agricultural (A) zoning district classification to a permanent Single-Family (SF-1) zoning
district at 7001 Ethridge Drive, Lot 1R, being .859 acres of land in the Beach and Tennis Club Addition, Cabinet
J, Page 26, M.R.D.C.T., and being located northwest of the intersection of Ethridge Drive and Beach Club
Road. (Williams)
Suggested Action:
Please see the attached staff report and maps for detailed land use and staff recommendation.
Attachments:
Z20-0002 CC Staff Report 7001 Ethridge Drive, Lot 1R..doc.pdf
Z20-0002.pdf
Project Narrative - Google Docs.pdf
Plot - 7001 Ethridge - Richeson.pdf
Ord. 2021-xxxx 7001 Ethridge Drive Lot 1R.docx
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1
CITY COUNCIL REPORT
AGENDA DATE: January 19, 2021
DEPARTMENT: Development Services Department
SUBJECT Z20-0002 7001 Ethridge Drive, Lot 1R – Zoning Change from Agricultural (A) to
Single-Family (SF-1)
Conduct a public hearing, discuss and consider an ordinance regarding a zoning change from
annexed territory’s temporary Agricultural (A) zoning district classification to a permanent
Single-Family (SF-1) zoning district at 7001 Ethridge Drive, Lot 1R, being .859 acres of land in
the Beach and Tennis Club Addition, Cabinet J, Page 26, M.R.D.C.T., and being located
northwest of the intersection of Ethridge Drive and Beach Club Road.
OWNER/ENGINEER
Owner/Developer: Scott and Kim Richeson The Colony, Texas
Applicant: Salcedo Homes, LLC Dallas, Texas
EXISTING CONDITION OF PROPERTY
The property is currently undeveloped.
PROPOSED REQUEST
The applicant requests a zoning change of recently annexed territory’s use of a temporary
Agricultural (A) classification to a permanent Single -Family (SF-1) classification. The applicants
intend to construct one single family dwelling.
PRIOR ACTION/REVIEW (Council, Boards, Commissions)
On December 22, 2020 The Planning and Zoning Commission voted (6 -0) to recommend
approval of the changing the temporary Agriculture (A) zoning to Single-Family (SF-1).
ADJACENT ZONING AND LAND USE
North - Lake Lewisville
South - Planned Development 8 (PD-8) Stewart Peninsula - Single-Family Residential
East - Planned Development 4 (PD-4) Lakeway Estates (Colony No 29) - Single-Family
Residential
West - Extra Territorial Jurisdiction (ETJ) – Single-Family Residential
DEVELOPMENT REVIEW COMMITTEE (DRC) REVIEW
The Development Review Committee (DRC) recommends approval of the zoning change request.
ATTACHMENTS
1. Staff Analysis
2. Location Map
3. Applicant Narrative
4. Recorded Minor Plat
5. Proposed ordinance
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2
ATTACHMENT 1
Staff Analysis
Land Use Analysis
A zoning change results in an update to the zoning map. By amending Ordinance 2017-2285, the
zoning map will change from a temporary classification of Agricultural (A) to a permanent
Single-Family (SF-1) zoning classification. Section 9. – Annexed Territory Temporarily Zoned
states the procedure for establishing the permanent zo ning on any annexed territory shall be the
same as is provided by law for the amendment of the zoning ordinance. There is no change to the
Extra Territorial Jurisdiction (ETJ) to the west.
A permanent zoning classification does not exist due to the history of Lot 1R; the history follows:
1. Ordinance 429 approved on July 7, 1986 annexed Beach and Tennis Club, an 8.56-acre
tract.
2. Ordinance 607 approved on October 16, 1989 disannexed all land annexed by Ordinance
429.
3. Resolution No. 2017-058 approved on August 2, 2017; and Ordinances 2017-2284 and
2017-2285 approved on October 3, 2017 re-annexed Lots 1, 2, and 3, being .5846 acres in
addition to the abandoned Old County Road right-of-ways, from Denton County and The
Colony.
4. RP19-0009 minor plat replatted Lots 1, 2, and 3 into Lot 1R.
The three tracts annexed into the City were originally contemplated as individual dwelling sites.
Further review and discussion ultimately led to replatting into a single lot for development of a
dwelling. A permanent zoning classification is now necessary upon determination of a definitive
development type- a single detached single family residential dwelling.
Single-family development may occur within the Agricultural district, however, the uses
permitted in the Agricultural (A) district are intended to accommodate farming, ranching and
gardening activities. Further, it is anticipated that all of the Agricultural (A) district area in the
City will be changed to other urban zoning categories as the area within the corporate limits of
The Colony becomes fully developed. The proposed zoning change to single -family residential is
congruent with the intent of future land use in the City.
The proposed zoning change to Single- Family (SF-1) is also consistent and compatible with the
adjacent single-family residential land uses. Agriculture (A) zoning is intended for large tracts of
land, as approved land uses and district standards indicate. The applicant’s request is indicative of
this, as the approval of the request reduces the required front yard setback from [Agricultural (A)]
fifty-feet (50’) to [Single-Family (SF-1)] thirty-feet (30’). The less restrictive setback is m ore
typical of single-family residential development.
Development standards of the Single Family (SF-1) District
Minimum Lot Area: 10,800 sqft
Minimum lot width: 90 feet
Minimum Floor area per dwelling unit: 2,200 sqft
Minimum Front yard setback: 30 feet
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Minimum side yard : 10% of the required minimum width (9 feet)
Minimum rear yard: 20 feet
Maximum height: Two (2) stories with a maximum height of thirty (30) feet, except cooling
towers, roof gables, chimneys and vent stacks may extend for an additional height not to exceed
forty-five (45) feet above the average grade line of the building.
Notification
The Zoning Ordinance requires newspaper notification a minimum of ten (10) days prior to the
Planning and Zoning Commission meeting for zoning change. Notice for this Public He aring was
published in The Dallas Morning News on December 31, 2020. In addition, the Zoning Ordinance
also requires notification of property owners located within 200 feet of the subject property a
minimum of ten (10) days prior to the public hearing. Not ices were mailed on December 31, 2020
to twenty-two (22) property owners. No comments either for or against the zoning change request
were received as of the printing of this packet.
Development Review Committee Review
The Development Review Committee recommends approval of the zoning change request.
195
B EA C H C L U B R DBEACH C L U B R D ETHRIDGE DRETHRIDGE DRTT
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B EA C H C L U B R DBEACH C L U B R D ETHRIDGE DRETHRIDGE DRTT
EE
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4101 4105 4113 4121
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This ma p was genera ted by GIS d ata provided by Th e Colony GIS Departmen t. The City of T he Colony does not guar antee th e co rrectness oraccuracy of any fea tures o n this map. These digital products are for llustration purpose s only a nd are no t suitable for site -specific decision making. /Project No. Z20-0 002 - Pr oject Na me: 7001 Ethr idge Dr Lot 1R
Subject Area
Sub ject Area
7001 Ethridge Dr L ot 1R
Agricultu ral
Business Park
Business Park/I ndustrial
Duplex Dwelling
Gene ral Retail
Heavy Comm ercial
Industrial
Light Commercial
Mobile Hom e
Neighb orh ood Service
Office District 1
Pla nned Development
Shopp ing Ce nter
Sin gle Fam ily Dwelling
Townh ome
196
197
198
CITY OF THE COLONY, TEXAS
ORDINANCE NO. 2021 - ______
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF THE
COLONY, TEXAS, AMENDING THE CODE OF ORDINANCES,
APPENDIX A, THE COMPREHENSIVE ZONING ORDINANCE, BY
APPROVING A ZONING CHANGE FROM AGRICULTURE (A)
DISTRICT TO SINGLE-FAMILY (SF-1) ON A .859 ACRE TRACT OF
LAND LOCATED AT 7001 ETHRIDGE DRIVE, BEING DESCRIBED AS
LOT 1R OF THE BEACH AND TENNIS CLUB REPLAT ADDITION,
CABINET J, PAGE 26, M.R.D.C.T., THE COLONY, DENTON COUNTY,
TEXAS; BEING MORE PARTICULARLY DESCRIBED AND DEPICTED
IN EXHIBIT “A” ATTACHED HERETO AND INCORPORATED
HEREIN; PROVIDING A SEVERABILITY CLAUSE; PROVIDING A
REPEALER CLAUSE; AND PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS,Section 211.006(a) of the Texas Local Government Code requires the City of
The Colony, Texas, to publish notice of a public hearing concerning a zoning amendment before the
15th day before the date of the public hearing; and
WHEREAS, Appendix A, Section 24-101(d) of the Code of Ordinances of the City of The
Colony, Texas, provides the following: “A public hearing shall be held by city council before adopting
any proposed amendment, supplement or change. Notice of such hearing shall be given per the
publication policy of the city, stating the time and place of such hearing, and shall be published a
minimum of 15 days prior to the date of the public hearing”; and
WHEREAS, the Planning and Zoning Commission and the City Council of the City of The
Colony, Texas, in compliance with the laws of the State of Texas, and the Code of Ordinances of the
City of The Colony, Texas, have given the requisite notices by publication and otherwise, and have
held due public hearings and afforded a full and fair hearing to all property owners generally and to
all persons interested, and the City Council of the City of The Colony, Texas, is of the opinion and
finds that zoning change application Z20-0002 to allow a zoning change from Agriculture (A) to
Single-Family (SF-1) on the real property located at 7001 Ethridge Drive, being described as Lot 1R
of the Beach and Tennis Club Replat Addition, Cabinet J, Page 26, M.R.D.C.T., The Colony, Denton
County, Texas, being particularly described and depicted in Exhibit “A” attached hereto and
incorporated herein should be approved.
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY
OF THE COLONY, TEXAS:
SECTION 1. That the findings set forth above are incorporated into the body of this
Ordinance as if fully set forth herein.
SECTION 2.That the Code of Ordinances of the City of The Colony, Texas, Appendix
A, Comprehensive Zoning Ordinance, and the City’s zoning map, should be amended indicating
that the City Council does hereby approve the change in zoning from Agriculture (A) to Single-
Family (SF-1) on the real property located at 7001 Ethridge Drive, being described as Lot 1R of the
199
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Beach and Tennis Club Replat Addition, Cabinet J, Page 26, M.R.D.C.T., The Colony, Denton
County, Texas, being particularly described and depicted in Exhibit “A” attached hereto and
incorporated herein
SECTION 3.That it is hereby declared to be the intention of the City Council of the City
of The Colony, Texas, that the phrases, clauses, sentences, paragraphs and sections of this
Ordinance are severable, and if any phrase, clause, sentence, paragraph or section of this Ordinance
shall be declared unconstitutional by the valid judgment or decree of any court of competent
jurisdiction, such unconstitutionality shall not affect any of the remaining phrases, clauses,
sentences, paragraphs and sections of this Ordinance, since the same would have been enacted by
the City Council without the incorporation of this Ordinance of any such unconstitutional phrase,
clause, sentence, paragraph or section.
SECTION 4. That any provision of any prior ordinance of the City whether codified or
uncodified, which are in conflict with any provision of this Ordinance, are hereby repealed to the
extent of the conflict, but all other provisions of the ordinances of the City whether codified or
uncodified, which are not in conflict with the provisions of this Ordinance, shall remain in full
force and effect.
SECTION 5. That this Ordinance shall become effective immediately upon its passage.
PASSED AND APPROVED by the City Council of the City of The Colony, Texas,
this 19th day of January, 2021.
Joe McCourry, Mayor
ATTEST:
Tina Stewart, TRMC, CMC, City Secretary
APPROVED AS TO FORM:
Jeff Moore, City Attorney
200
Agenda Item No:5.2
CITY COUNCIL Agenda Item Report
Meeting Date: January 19, 2021
Submitted by: Tina Stewart
Submitting Department: Public Works/Water Distribution
Item Type: Resolution
Agenda Section:
Subject:
Discuss and consider approving a resolution authorizing the City Manager to accept a bid from Gracon
Construction, Inc., in the amount of $12,532,266.00 for construction of the Stewart Creek Wastewater
Treatment Plant Expansion Project - Phase 2A for dewatering. (Stovall)
Suggested Action:
Attachments:
Colony Phase 2A Bid Evaluation.pdf
BID TAB.xlsx
Res. 2021-xxx Gracon Construction Inc., Bid - Stewart Creek WWTP Expansion Project.docx
201
14755 Preston Road, Suite 500, Dallas, Texas 75254
P. 972.239.9949 F. 972.239.9117
ͭͭͰͮ͵Aͭͬ | Colony Phase ͮA Bid Evaluation.docx
January Ͱ, ͮͬͮͭ
Daemeon Stovall
Chief Operator | WW Supervisor
City of The Colony
ͳͱͬͬ Forrest
The Colony, TX ͳͱͬͱͲ
Subject: Project No. Ͳͮ‐ͮͭ‐ͬͲ: Stewart Creek WWTP Expansion Project ‐ Phase ͮA ‐ Dewatering
Dear Mr. Stovall:
On December ͭͲ, ͮͬͮͬ, bids for construction of the Stewart Creek WWTP Expansion Project ‐ Phase ͮA
were publicly opened and read aloud. Five construction firms submitted bids. The bids are tabulated below
along with the Engineer’s estimate.
Bidders Total Bid
Gracon ͈ͭͮ,ͱͯͮ,ͮͲͲ.ͬͬ
Red River ͈ͭͮ,ͳͬͬ,ͬͬͬ.ͬͬ
Archer Western Construction ͈ͭͮ,ʹͬ͵,Ͳͬͬ.ͬͬ
Bar Constructors ͈ͭͯ,Ͱ͵ͭ,͵ͲͲ.ͬͬ
Austin Bridge & Road ͈ͭͲ,ͱͯʹ,ͯͭͲ.ͬͬ
Engineer's Opinion of Probable Construction Cost ͈ͭͮ,ʹͲʹ,ͬͮʹ.ͬͬ
Evaluation
On evaluation of the bids, each of the five bidders were found to be responsible.
Recommendation
Based upon our review and evaluation, we recommend that the City of The Colony award the above contract
to the lowest responsible bidder, Gracon in the amount of ͈ͭͮ,ͱͯͮ,ͮͲͲ.ͬͬ.
We look forward to continuing our service on this project as it moves into the construction phase. Please call
if you have any questions.
Sincerely,
CAROLLO ENGINEERS, INC.
Troy Laman, PE
Project Manager
TL:ckt
202
DOCUMENT 00_41_00
BID FORM
GRACON
CONSTRUCTION
RED RIVER
CONSTRUCTION
ARCHER WESTERN
CONSTRUCTION BAR CONSTRUCTION
AUSTIN BRIDGE &
ROAD
Bid Item Bid Amount Bid Amount Bid Amount Bid Amount Bid Amount
Item 1 Belt filter press. $ 1,033,381 $ 1,033,381 $ 1,033,381 $ 1,033,381 $ 1,033,381
Item 2 Hybrid blower system. $ 68,985 $ 68,985 $ 68,985 $ 68,985 $ 68,985
Item 3 $ 94,300 $ 94,300 $ 94,300 $ 94,300 $ 94,300
Item 4 Mobilization. $ 318,000 $ 265,000 $ 130,000 $ 233,000 $ 169,000
Item 5 New sludge holding tank. $ 740,000 $ 870,000 $ 691,000 $ 1,062,000 $ 1,500,000
Item 6 INew odor control facility. $ 1,995,000 $ 2,230,000 $ 2,206,200 $ 1,915,000 $ 2,400,000
Item 7 Plant water pumps and piping improvements. $ 98,000 $ 178,000 $ 285,000 $ 190,000 $ 500,000
Item 8 Earthwork and finish grading. $ 400,000 $ 265,000 $ 556,000 $ 148,500 $ 750,000
Item 9 New dewatering building. $ 2,907,000 $ 5,132,000 $ 6,323,400 $ 5,452,000 $ 7,755,000
Item 10 Decommission existing dewatering area. $ 30,000 $ 44,000 $ 35,000 $ 47,000 $ 100,000
Item 11 Trench/excavation safety and support systems. $ 5,000 $ 3,434 $ 10,334 $ 4,800 $ 100,000
Item 12 Commissioning. $ 125,000 $ 132,000 $ 130,000 $ 164,000 $ 200,000
Item 13 Demobilization. $ 125,000 $ 137,000 $ 130,000 $ 150,000 $ 200,000
Item 14 $ 3,960,000 $ 1,381,900 $ 725,000 $ 2,148,000 $ 800,000
$ 11,899,666 $ 11,835,000 $12,418,600 $ 12,710,966 ######
######
A.Bidder will perform the following Work at the indicated unit prices:
Item No. Description
Estimated
Quantity
Bid Unit
Price Bid Amount Bid Unit
Price Bid Amount Bid Unit
Price Bid Amount Bid Unit
Price Bid Amount Bid Unit
Price Bid Amount
A Drilled piers.- VLF or linear foot per pier diameter 4,100 $ 56 $ 229,600 $ 90 $ 369,000 $ 50 205,000$ $ 68 $ 278,800 $ 88 $ 360,800
B Reinforced Concrete pavement including materials,
subgrade prep, appurtenances sq.yd.3,100 $ 130 $ 403,000 $ 160 $ 496,000 $ 60 186,000$ $ 162 $ 502,200 $ 164 $ 506,850
632,600$ $ 865,000 391,000$ 781,000$ 867,650$
TOTAL BID PRICE (Total of all Lump Sum & Unit Price Bids)12,532,266$ 12,700,000$ 12,809,600$ 13,491,966$ 16,538,316$
Construction of the entire Project, as specified in the Bid Documents,
complete and ready to operate, excluding Items 1 through 13 above
and unit price items below.
Surface mounted hyperboloid-type aerator-mixers.
TOTAL OF ALL LUMP SUM BID ITEMS
TOTAL OF ALL UNIT PRICE BID ITEMS
203
CITY OF THE COLONY, TEXAS
RESOLUTION NO. 2021 – _____
A RESOLUTION OF THE CITY OF THE COLONY, TEXAS AUTHORIZING
THE CITY MANAGER TO ACCEPT THE BID FROM GRACON
CONSTRUCTION, INC., FOR CONSTRUCTION OF THE STEWART CREEK
WASTEWATER TREATMENT PLANT EXPANSION PROJECT – PHASE 2A
FOR DEWATERING; PROVIDING AN EFFECTIVE DATE.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF
THE CITY OF THE COLONY, TEXAS:
Section 1. That the City Council of the City of The Colony, Texas hereby authorizes the
City Manager to accept Gracon Construction, Inc.’s bid in the amount of $12,532,266.00
for construction of the Stewart Creek Wastewater Treatment Plant Expansion Project –
Phase 2A for dewatering.
Section 2. That the City Manager or his designee is authorized to accept the bid.
Section 3. That this resolution shall take effect immediately from and after its passage.
PASSED AND APPROVED by the City Council of the City of The Colony,
Texas this 19th day of January, 2021.
______________________
Joe McCourry, Mayor
City of The Colony, Texas
ATTEST:
___________________________________
Tina Stewart, TRMC, CMC, City Secretary
APPROVED AS TO FORM:
___________________________________
Jeff Moore, City Attorney
204
Agenda Item No:5.3
CITY COUNCIL Agenda Item Report
Meeting Date: January 19, 2021
Submitted by: Pam Nelson
Submitting Department: Parks & Recreation
Item Type: Resolution
Agenda Section:
Subject:
Discuss and consider approving a resolution authorizing the Mayor to execute a Third Amendment to the
MarineQuest Groundlease Agreement for Hidden Cove Park, granting an extension to the lease term. (Nelson)
Suggested Action:
MarineQuest and their lender, Plains Capital Bank, are requesting a 6 year extension to the term of their Ground
Lease for Hidden Cove Park. This is in order to secure a USDA loan to refinance their existing loan and add
funding for various capital improvements in the park. Their current lease expires in May of 2035. USDA requires
a lease term of at least 20 years from the date of the new loan origination, taking it to May of 2041. A list of
proposed improvements to be made with this funding is outlined in the attached letter from Plains Capital.
MarineQuest is currently in compliance with the terms of their lease.
Attachments:
MQ req for lease ext. 2021.pdf
PlainsCapitalBank lease ext request 2021.pdf
Marine Quest Lease Agreement-3rd Amendment.docx
Res. 2021-xxx Third Amendment with Marine Quest.docx
205
206
207
MARINE QUEST GROUNDLEASE, REAL PROPERTY, AND
PERSONAL PROPERTY LEASE AGREEMENT
THIRD AMENDMENT
This Third Amendment to the Groundlease, Real Property, and Personal Property Lease
Agreement (hereinafter referred to as the “Third Amendment”), by and between the City of The
Colony, Texas, a Texas home-rule municipality (hereinafter referred to as the “City”) and Marine
Quest – Hidden Cove, L.P., a Texas limited partnership (hereinafter referred to as “Lessee”), and
each acting by and through their duly authorized representatives, agree as follows:
RECITALS:
WHEREAS,a lease was entered into on the 12th day of May, 2000, and replaced with
lease on the 3rd day of July, 2008, by and between the U.S. Army Corps of Engineers, as lessor,
and the City of The Colony, Texas, as lessee. This parcel of land, herein sometimes referred to as
the “Corps Leased Premises,” identified as Hidden Cove Park, consists of 720+ acres and has been
leased from the Corps by City; and
WHEREAS,on January 3, 2005, City entered into a sublease with Lessees, (hereinafter
referred to as the “Original Lease”) to lease a portion of said Corps Leased Premises so as to permit
Lessees to construct and operate a multi-use recreational and service facility in accordance with
an Original Development Agreement on said acreage as shown on the site plan for the Leased
Premises; and
WHEREAS,on January 10, 2005, City and Lessee entered into a First Amendment
concerning the Original Lease; and
WHEREAS,on January 20, 2015, City and Lessee entered into a Second Amendment
concerning the Original Lease; and
WHEREAS,Section 30.06 of the Original Lease provides for amendments to the Original
Lease to be in writing and approved by the District Engineer; and
WHEREAS,the parties now desire to amend the Original Lease as amended by the First
Amendment and Second Amendment to address the Lease Term of the Original Lease.
NOW THEREFORE, in consideration of the premises and the mutual covenants
contained herein and other valuable consideration, the sufficiency and receipt of which are hereby
acknowledged, the City and Lessee agree as follows:
SECTION 1.FINDINGS INCORPORATED.
The foregoing recitals are hereby incorporated into the body of this Third Amendment and
shall be considered part of the mutual covenants, consideration and promises that bind the parties.
208
Page 2 of 6
SECTION 2.AMENDMENT TO ORIGINAL LEASE.
(a)Amendment to Original Lease. That Section 1.01.I. of the Original Lease is amended to
read as follows:
“I. Initial Term: The term “Initial Term” shall mean a period beginning on the Lease
Commencement Date and ending on May 1, 2041. However, the Initial Term shall be subject to
the earlier termination of the Corps Lease and periodic modifications, renewals and/or extensions
thereof.”
SECTION 3.MISCELLANEOUS PROVISIONS.
The following miscellaneous provisions are a part of this Third Amendment:
(a)Amendments. This Third Amendment, together with any related documents, constitutes
the entire understanding and agreement of the parties as to the matters set forth in this Third
Amendment. No alteration of or amendment to this Third Amendment 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.
(b)Applicable Law and Venue. This Third Amendment 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 Third Amendment shall lie in the state district courts of Denton County, Texas.
(c)Assignment. This Third Amendment may not be assigned without the express written
consent of the other party.
(d)Binding Obligation. This Third Amendment shall become a binding obligation on the
signatories upon execution by all signatories hereto. Each of the parties represents to the
others that the individual or individuals executing this Third Amendment on their behalf
has full authority to execute this Third Amendment and bind the party for whom he or she
is signing.
(e)Caption Headings. Caption headings in this Third Amendment are for convenience
purposes only and are not to be used to interpret or define the provisions of the Third
Amendment.
(f)Construction. All of the terms, conditions, and obligations of the Original Lease remain in
full force and effect except where specifically modified by this Third Amendment.
(g)Counterparts. This Third Amendment 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.
209
Page 3 of 6
(h)Effective Date. The effective date (the “Effective Date”) of this Third Amendment shall
be the date of the latter to execute this Third Amendment by and between the City and
Lessee.
(i)Governmental Functions. The parties acknowledge and agree that this Third Amendment
arises out of and is entered into for the express purpose of providing the following
governmental functions: public parks and recreational facilities, consistent with and as
defined in Sections 101.0215(a)(13) and (23) of the Texas Civil Practices and Remedies
Code, as amended.
(j)Notice. Any notice or other communication required or permitted by this Third
Amendment (hereinafter referred to as the “Notice”) is effective when in writing and (i)
personally delivered either by facsimile (with electronic information and a mailed copy to
follow) or by hand or (ii) three (3) days after notice is deposited with the U.S. Postal
Service, postage prepaid, certified with return receipt requested, and addressed as follows:
If intended for the City, to:With copy to:
The City of The Colony, Texas Mr. Jeff Moore
Attn: City Manager Brown & Hofmeister, LLP
6800 Main Street 740 East Campbell Road, #800
The Colony, Texas 75056 Richardson, Texas 75081
Facsimile (972) 624-2298 Facsimile (214) 747-6111
If intended for Lessee, to:With copy to:
Marine Quest – Hidden Cove, L.P.Mr. Sam Burke
Attn: Marcel Bosworth Wood, Thacker & Weatherly, P.C.
507 E. Dallas Road 400 W. Oak Street, Suite 310
Grapevine, Texas 76051 Denton, Texas 76201
(k)Severability. If a court of competent jurisdiction finds any provision of this Third
Amendment to be invalid or unenforceable as to any person or circumstance, such finding
shall not render that provision invalid or unenforceable as to any other persons or
circumstances. If feasible, any such offending provision shall be deemed to be modified to
be within the limits of enforceability or validity; however, if the offending provision cannot
be so modified, it shall be stricken and all other provisions of this Third Amendment in all
other respects shall remain valid and enforceable.
(l)Time is of the Essence. Time is of the essence in the performance of this Third
Amendment.
210
Page 4 of 6
CITY:
CITY OF THE COLONY, TEXAS
A Texas home-rule municipality
By:
Joe McCourry, Mayor
ATTEST:
By:
Tina Stewart, City Secretary
APPROVED AS TO FORM:
By: __________________________________
Jeff Moore, City Attorney
211
Page 5 of 6
CITY’S ACKNOWLEDGMENT
STATE OF TEXAS §
§
COUNTY OF DENTON §
This instrument was acknowledged before me on the ____ day of January, 2021, by Joe
McCourry, Mayor of the City of The Colony, Texas, a Texas home-rule municipality, on behalf of
said municipality.
___________________________________
Notary Public, State of Texas
LESSEE:
MARINE QUEST – HIDDEN COVE, L.P.,
a Texas limited partnership
By: Marine Quest, Inc., it General Partner
By:
Name:
Title:
Date Signed:
212
Page 6 of 6
LESSEE’S ACKNOWLEDGMENT
STATE OF TEXAS §
§
COUNTY OF ________________§
This instrument was acknowledged before me on the _____day of _____________, 2021, by
____________________, the _______________ of Marine Quest, Inc., being the General Partner of
Marine Quest – Hidden Cove, L.P., a Texas limited partnership, for and on behalf of said limited
partnership.
_____________________________
Notary Public, State of Texas
213
CITY OF THE COLONY, TEXAS
RESOLUTION NO.
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF THE
COLONY, TEXAS, AUTHORIZING THE MAYOR TO EXECUTE A
THIRD AMENDMENT TO THE MARINE QUEST GROUNDLEASE,
REAL PROPERTY, AND PERSONAL PROPERTY LEASE AGREEMENT
BY AND BETWEEN THE CITY OF THE COLONY AND MARINE QUEST
- HIDDEN COVE, L.P., FOR EXTENSION OF THE LEASE TERM;
PROVIDING AN EFFECTIVE DATE.
NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF THE COLONY, TEXAS, THAT:
SECTION 1. That the City Council of the City of The Colony, Texas, has duly reviewed
and considered the Third Amendment to the Marine Quest Groundlease, Real Property, and Personal
Property Lease Agreement by and between the City of The Colony, Texas, andMarine Quest -Hidden
Cove, L.P., which is attached hereto as Exhibit A, for the purpose of extending the term of said lease.
SECTION 2.That this Third Amendment, which is attached hereto as Exhibit A, is found
to be acceptable and in the best interest of the City and its citizens, and the Mayor is hereby authorized
to execute the Third Amendment on behalf of the City of The Colony, Texas, with the terms and
conditions as stated therein.
SECTION 3. This Resolution shall become effective from and after its date of passage in
accordance with law.
PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF THE
COLONY, TEXAS, THIS THE 19th day of JANUARY, 2021.
Joe McCourry, Mayor
ATTEST:
Tina Stewart, TRMC, CMC, City Secretary
APPROVED AS TO FORM:
Jeff Moore, City Attorney
214
Page 2
Exhibit A
Third Amendment
215
Agenda Item No:5.4
CITY COUNCIL Agenda Item Report
Meeting Date: January 19, 2021
Submitted by: Brant Shallenburger
Submitting Department: General Admin
Item Type: Resolution
Agenda Section:
Subject:
Discuss and consider approving a resolution authorizing the City Manager to execute a contract for services
with Tod-Co Consultative Services to provide assistance in the development of a Hotel/Convention Center.
(Powell)
Suggested Action:
Attachments:
Tod Maurina- Independent Contractor Agreement 2021-22.pdf
Res 2021-xxx Tod-Co Contract for Svcs.doc
216
INDEPENDENT CONTRACTOR AGREEMENT
THIS INDEPENDENT CONTRACTOR AGREEMENT (hereinafter referred to as the
“Agreement”) is made and entered to be effective the 1st day of February, 2021, by and between
the CITY OF THE COLONY, TEXAS (hereinafter referred to as the “City”), a Texas home-rule
municipality, and Tod-Co Consultative Services (hereinafter referred to as “Contractor”), both
of which parties hereto understand and agree as follows:
WITNESSETH:
WHEREAS, it is the desire of the City of The Colony, Texas, to engage the services of
Contractor in order to assist in the development of a Hotel/Convention Center (hereinafter referred
to as the “Project”).
NOW, THEREFORE, for and in consideration of the mutual covenants and agreements
herein contained, and hereinbefore stated, the parties hereto agree as follows:
A. Term
This Agreement shall take effect on February 1, 2021 and shall continue until January 31,
2022.
B. Scope of Work
Contractor shall provide the necessary professional services to allow for the development
of a hotel/convention center, manage its employees, negotiate acquisition of required real estate,
maximize available State statutory rebates, coordinate with the hotel developer, and report to the
City regularly on the status of such activities. The policy making and governmental functions
relating to the project shall remain fully vested with the City. Such functions shall include, but
limited to, making decisions regarding significant capital requirements for the project, approving
a major contracting for services or goods; responsibility for the statutory requirements of the State
rebates, funding and the like; and any other significant business or policy decisions related to the
development of the Hotel/Convention Center. From time to time as questions with policy
implications arise, Contractor shall consult with the City to reach agreement on the degree of
involvement the City that may be necessary under this paragraph. In the event the parties are unable
to agree, the matter shall be deemed within the oversight and policy function of the City and the
City’s decision in the matter shall in all events be controlling.
Contractor shall abide by all City rules, regulations and policies as detailed in the City
Charter, the Municipal Code, the City Code of Ordinances, state law and as reasonably directed
by the City.
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C. Compensation
Contractor shall be compensated in the amount of one hundred thirteen thousand forty
dollars ($113,040.00) payable in monthly installments of nine thousand four hundred twenty
dollars ($9,4200.00). The first payment shall be due and issued on February 26,2021 with each
subsequent payment made on the last Friday of each month until the final payment is made on
January 28, 2022. In addition, the City agrees to provide the Contractor access to City cell phone
services and data plan.
D. Technology Equipment
The City agrees to provide Contractor with technology interface equipment such as cellular
telephone, computing equipment, etc. used in the scope of work as outlined herein. Technology
equipment shall be determined and provided by the City at their sole discretion. Contractor shall
have the right to retain possession as additional compensation upon termination of this contract.
E. Travel Expenses
The City agrees to reimburse Contractor for reasonable travel expenses incurred in the
scope of his work as outlined herein. Travel expenses shall be preapproved by the City prior to
being incurred. Contractor shall request reimbursement by submitting an itemized request,
including receipts, to the City.
Contractor shall receive additional automobile-related reimbursement. The mileage fee
will be equivalent to that established by the Internal Revenue Service.
Reimbursement shall be requested through the Director of Government Relations.
G. Contractor’s Employees
Contractor has and retains full control and supervision of the services performed as
described in the Statement of Work and has full control over the employment and compensation
and discharge of all persons, other than the City employees, assisting in the performance of the
services referenced herein. Contractor shall be solely responsible for all matters relating to
payment of wages to its employees, including but not limited to compliance with social security
payroll tax withholdings and unemployment compensation. Contractor further agrees to be
responsible for its own acts and those of its subordinates, employees and any subcontractors, if
any, during the term of this Agreement. Further, Contractor’s relationship to the City is that of an
independent contractor, and not an agent, employee or servant. Contractor shall have no authority
to bind the City or any of its administrators, officers or employees. In the ordinary course of
business, Contractor may perform services for parties other than the City and is not precluded from
doing so by this Agreement so long as those services do not conflict with the goals and objectives
of the City.
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H. Business Expenses
Contractor shall provide any and all supplies, equipment or other business expenses used
for services; however, Contractor shall coordinate with the City the use of any City owned
supplies, equipment or services if same are available.
I. Liability
The City shall not be liable or responsible for any injuries, damages or losses of Contractor
during the course and scope of the services performed by Contractor pursuant to this Agreement.
Independent Contractor shall defend, indemnify and hold harmless the City and its officers, agents
and employees from and against all damages, claims, losses and demands made by Contractor
arising out of or resulting from the performance of her services.
J. Right of Termination
The City reserves the right to cancel this Agreement at any time, with or without notice, to
Contractor, in the City’s sole discretion. Contractor may cancel this Agreement after providing the
City with at least thirty (30) days’ notice. If Contractor engages in any activity that poses an
immediate threat to the health, safety or reputation of Contractor’s or the City’s employees,
residents, invitees, agents or representatives, such termination of this Agreement may be
immediate. Termination of this Agreement under this paragraph shall result in the voiding of any
upcoming payments that may be due.
[The Remainder of this Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the City of The Colony, Texas, has caused this Independent
Contractor Agreement to be signed and executed on its behalf by the City Manager and Contractor
has signed and executed this Independent Contractor Agreement.
Signed this the day of , 2021.
CITY OF THE COLONY, TEXAS
________________________________________
Troy C. Powell, City Manager
City of The Colony, Texas
ACCEPTED:
____________________________________
Tod K. Maurina, Principal
Tod-CO Consultative Services
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CITY OF THE COLONY, TEXAS
RESOLUTION NO. 2021 - _______
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
THE COLONY, TEXAS, AUTHORIZING THE CITY MANAGER
TO EXECUTE A CONTRACT FOR SERVICES BY AND
BETWEEN THE CITY OF THE COLONY AND TOD-CO
CONSULTATIVE SERVICES TO PROVIDE ASSISTANCE IN
THE DEVELOPMENT OF A HOTEL/CONVENTION CENTER;
PROVIDING AN EFFECTIVE DATE
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF THE COLONY, TEXAS:
Section 1.That the City Council of the City of The Colony, Texas, has duly
reviewed and considered the CONTRACT FOR SERVICES by and between the City of
The Colony and Tod-Co Consultative Services for the purpose of providing assistance
in the development of a Hotel/Convention Center.
Section 2. That this Contract for Services attached hereto as Exhibit “A”, is
found to be acceptable and in the best interest of the City and its citizens, and the City
Manager is hereby authorized to execute the Contract on behalf of the City of The Colony,
Texas, with the terms and conditions as stated therein.
Section 3.That this resolution shall take effect immediately from and after
its passage.
PASSED AND APPROVED by the City Council of the City of The Colony,
Texas, this 19
th day of January, 2021.
__________________________
Joe McCourry, Mayor
City of The Colony, Texas
ATTEST:
________________________________
Tina Stewart, TRMC, City Secretary
APPROVED AS TO FORM:
__________________________________
Jeff Moore, City Attorney
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