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Home My WebLink About2023 0103Agenda Item No:1.1 CITY COUNCIL Agenda Item Report Meeting Date: January 3, 2023 Submitted by: Kimberly Thompson Submitting Department: City Secretary Item Type: Miscellaneous Agenda Section: Subject: Call to Order Suggested Action: Attachments: 4 Agenda Item No:1.2 CITY COUNCIL Agenda Item Report Meeting Date: January 3, 2023 Submitted by: Kimberly Thompson Submitting Department: City Secretary Item Type: Miscellaneous Agenda Section: Subject: Invocation Suggested Action: Attachments: 5 Agenda Item No:1.3 CITY COUNCIL Agenda Item Report Meeting Date: January 3, 2023 Submitted by: Kimberly Thompson Submitting Department: City Secretary Item Type: Miscellaneous Agenda Section: Subject: Pledge of Allegiance to the United States Flag Suggested Action: Attachments: 6 Agenda Item No:1.4 CITY COUNCIL Agenda Item Report Meeting Date: January 3, 2023 Submitted by: Kimberly Thompson Submitting Department: City Secretary Item Type: Miscellaneous Agenda Section: Subject: Salute to the Texas Flag Suggested Action: Attachments: 7 Agenda Item No:1.5 CITY COUNCIL Agenda Item Report Meeting Date: January 3, 2023 Submitted by: Tina Stewart Submitting Department: General Admin Item Type: Presentation Agenda Section: Subject: Receive a presentation from Matthews Southwest regarding the LPGA tournament. (Powell) Suggested Action: Attachments: 8 Agenda Item No:1.6 CITY COUNCIL Agenda Item Report Meeting Date: January 3, 2023 Submitted by: Kimberly Thompson Submitting Department: City Secretary Item Type: Discussion Agenda Section: Subject: Items of Community Interest Suggested Action: Attachments: 9 Agenda Item No:1.7 CITY COUNCIL Agenda Item Report Meeting Date: January 3, 2023 Submitted by: Kimberly Thompson Submitting Department: Parks & Recreation Item Type: Presentation Agenda Section: Subject: Receive presentation from Parks and Recreation regarding upcoming events and activities. (Stansell) Suggested Action: Attachments: 10 Agenda Item No:3.1 CITY COUNCIL Agenda Item Report Meeting Date: January 3, 2023 Submitted by: Kimberly Thompson Submitting Department: General Admin Item Type: Discussion Agenda Section: Subject: Discuss and provide direction to staff on short-term rentals. (Powell) Suggested Action: Attachments: 11 Agenda Item No:3.2 CITY COUNCIL Agenda Item Report Meeting Date: January 3, 2023 Submitted by: Kimberly Thompson Submitting Department: City Secretary Item Type: Discussion Agenda Section: Subject: Council to provide direction to staff regarding future agenda items. (Council) Suggested Action: Attachments: 12 Agenda Item No:4.1 CITY COUNCIL Agenda Item Report Meeting Date: January 3, 2023 Submitted by: Kimberly Thompson Submitting Department: City Secretary Item Type: Minutes Agenda Section: Subject: Consider approving City Council Special Session meeting minutes from December 5, 2022, and Special Session and Regular Session meeting minutes from December 6, 2022. (Stewart) Suggested Action: Attachments: December 5, 2022 Special Session Board Interviews DRAFTMinutes.doc December 6, 2022 Special Session Board Interviews DRAFTMinutes.doc December 6, 2022 DRAFT Minutes.docx 13 MINUTES OF CITY COUNCIL SPECIAL SESSION HELD ON DECEMBER 5, 2022 The Special Session of the City Council of the City of The Colony, Texas, was called to order at 6:30p.m. on the 5th day of December 2022, at City Hall, 6800 Main Street, The Colony, Texas, with the following roll call: Richard Boyer Mayor Present Judy Ensweiler Councilmember Present Robyn Holtz Councilmember Present Brian Wade Deputy Mayor Pro Tem Absent (Personal) David Terre Councilmember Absent (Personal) Perry Schrag Councilmember Absent (Personal) Joel Marks Mayor Pro Tem Present In addition,with 4council members present,a quorum was established and thefollowing items were addressed: 1. Call to Order – Mayor Boyer called the meeting to order at 6:30 p.m. 2. City Council to conduct interviews for appointments to the following advisory boards: Board of Adjustment, Planning and Zoning Commission, Keep The Colony Beautiful, Technologies and Library Executive Session was convened at 7:35 p.m. Executive Session: 3. The City Council shall convene into closed executive session pursuant to Section 551.074 of the Texas Government Code to conduct interviews and to deliberate the appointment, evaluation, reassignment, or duties of the following advisory boards: Board of Adjustment and Planning and Zoning Commission Regular Session was reconvened at 8:28 p.m. Executive Session Action: 4. Any action as a result of executive session regarding the appointment, evaluation, reassignment, or duties of the following advisory boards: Board of Adjustment and Planning and Zoning Commission No action 14 5. Discuss and consider the appointment, evaluation, reassignment, or duties of the following boards: Keep The Colony Beautiful, Technologies and Library Motion to appoint Jane Hughey to Place 3 and Lubna Rizvi to Place 5 on the Keep The Colony Beautiful Board- Ensweiler; second by Holtz, motion carried with all ayes. Motion to appoint Jonita Harris to Place 4 on the Library Board- Ensweiler; second by Holtz, motion carried with all ayes. Motion to appoint Dennis Killmer to Place 6 on the Technologies Board- Ensweiler; second by Holtz, motion carried with all ayes. Adjourn With no further business to discuss, the meeting was adjourned at 8:30 p.m. APPROVED: ________________________________ Richard Boyer, Mayor City of The Colony ATTEST: ____ Tina Stewart, TRMC, CMC, City Secretary 15 MINUTES OF CITY COUNCIL SPECIAL SESSION HELD ON DECEMBER 6, 2022 The Special Session of the City Council of the City of The Colony, Texas, was called to order at 6:00p.m. on the 6th day of December 2022, at City Hall, 6800 Main Street, The Colony, Texas, with the following roll call: Richard Boyer Mayor Present Judy Ensweiler Councilmember Present Robyn Holtz Councilmember Present Brian Wade Deputy Mayor Pro Tem Absent (Personal) David Terre Councilmember Absent (Personal) Perry Schrag Councilmember Absent (Personal) Joel Marks Mayor Pro Tem Present In addition,with 4council members present,a quorum was established and thefollowing items were addressed: 1. Call to Order – Mayor Boyer called the meeting to order at 6:00 p.m. 2. City Council to conduct interviews for appointments to the following advisory boards: Board of Adjustment, Planning and Zoning Commission, Keep The Colony Beautiful, Technologies and Library Executive Session was convened at 6:02 p.m. Executive Session: 3. The City Council shall convene into closed executive session pursuant to Section 551.074 of the Texas Government Code to conduct interviews and to deliberate the appointment, evaluation, reassignment, or duties of the following advisory boards: Board of Adjustment and Planning and Zoning Commission Regular Session was reconvened at 6:17 p.m. Executive Session Action: 4. Any action as a result of executive session regarding the appointment, evaluation, reassignment, or duties of the following advisory boards: Board of Adjustment and Planning and Zoning Commission Motion to appoint Angel Delory to Alternate 2 on the Board of Adjustment Advisory Board- Ensweiler; second by Holtz, motion carried with all ayes. 16 5. Discuss and consider the appointment, evaluation, reassignment, or duties of the following boards: Keep The Colony Beautiful, Technologies and Library No Action Adjourn With no further business to discuss, the meeting was adjourned at 6:17 p.m. APPROVED: ________________________________ Richard Boyer, Mayor City of The Colony ATTEST: ____ Tina Stewart, TRMC, CMC, City Secretary 17 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 DECEMBER 6, 2022 The Regular Session of the City Council of the City of The Colony, Texas, was called to order at 6:32 p.m. on the 6 th day of December 2022, at City Hall, 6800 Main Street, The Colony, Texas, with the following roll call: Richard Boyer, Mayor Judy Ensweiler, Councilmember Robyn Holtz, Councilmember Brian Wade, Deputy Mayor Pro Tem David Terre, Councilmember Perry Schrag, Councilmember Joel Marks, Mayor Pro Tem Present Present Present Absent (Personal) Absent (Personal) Absent (Personal) Present And with 4 councilmembers present a quorum was established and the following items were addressed: 1.0 ROUTINE ANNOUNCEMENTS, RECOGNITIONS and PROCLAMATIONS 1.1 Call to Order Mayor Boyer called the meeting to order at 6:32 p.m. 1.2 Invocation Taylor Smith with First United Methodist 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 Receive a presentation and update from The Colony Chamber of Commerce on the 2022 Duck Derby Race. Jennifer Maia reported on the event and thanked everyone for their efforts with it. 1.6 Recognize City of The Colony employees for their contributions and assistance with The Colony Chamber of Commerce's 2022 Duck Derby Race. Deputy City Manager, Joe Perez, thanked city staff for efforts with the 2022 Duck Derby Race. 1.7 Items of Community Interest 1.7.1 Receive presentation from Parks and Recreation regarding upcoming events and activities. 18 City Council – Regular Meeting Agenda December 6, 2022 Page| 2 Community Services Director, Jackie Kopsa, provided upcoming events and activities to the Council. Mayor announced a Town Hall meeting scheduled for December 12, 2022 in the Council Chambers at 6:30 p.m. and encouraged everyone to attend. 2.0 CITIZEN INPUT Diane Beck, on behalf of Span Transit, invited everyone to attend the Holiday Gratitude Luncheon scheduled for December 13,2022 from 11:30 a.m. to 1:00 p.m. at the Courtyard Marriott. She also announced an upcoming gala scheduled for February 26, 2023 from 4:00 to 8:00 p.m. at the Courtyard Marriott. 3.0 WORK SESSION 3.1 Receive a presentation from The Colony Roadrunner Club regarding the successful completion of the 2022 The Colony Half Marathon and Green Dragon 5 miler events. Stephen Hidalgo presented this item to the Council. 3.2 Council to provide direction to staff regarding future agenda items. None. 4.0 CONSENT AGENDA Motion to approve all items from the Consent Agenda with the exception of Agenda Item No 4.7 - Marks; second by Holtz, motion carried with all ayes. 4.1 Consider approving City Council Regular meeting minutes from November 15, 2022. 4.2 Consider approving an ordinance to allow an exception to the Code of Ordinance Section, 6-192, (a) & (b) to allow fireworks at 12:01 a.m. on January 1, 2023 at Grandscape Lifestyle Center, 5752 Grandscape Blvd. RESOLUTION NO. 2022-2498 4.3 Consider approving a resolution authorizing the City Manager to execute the necessary steps to implement Cigna as our medical, dental, and vision carrier for fiscal year 2022/23. RESOLUTION NO. 2022-085 4.4 Consider approving a resolution authorizing the Mayor to execute an Interlocal Cooperation Agreement with Denton County in the amount of $10,000.00 for the 19 City Council – Regular Meeting Agenda December 6, 2022 Page| 3 City of The Colony to provide fire protection services beginning October 1, 2022 through September 30, 2023. RESOLUTION NO. 2022-086 4.5 Consider approving a resolution authorizing the Mayor to execute an Interlocal Cooperation Agreement with Denton County in the amount of $20,724.94 for the City of The Colony to provide emergency medical services beginning October 1, 2022 through September 30, 2023. RESOLUTION NO. 2022-087 4.6 Consider approving a resolution authorizing the City Manager to issue a purchase order to Motorola Solutions in the amount of $118,484.78 for purchasing fifteen new Fire Department mobile and handheld radios. RESOLUTION NO. 2022-088 4.7 Consider approving a resolution authorizing the City Manager to execute a Construction Services Contract in the amount of $3,529,692.91 with Urban Infraconstruction for the Phase 12 Residential Street Reconstruction Project. Motion to approve- Ensweiler; second by Holtz, motion carried with all ayes. RESOLUTION NO. 2022-089 4.8 Consider approving a resolution authorizing the City Manager to execute a Non- Disturbance and Attornment Agreement with Coserv Gas, LTD. RESOLUTION NO. 2022-090 5.0 REGULAR AGENDA ITEMS 5.1 Discuss and consider approving a resolution authorizing the City Manager to execute a Professional Services Contract in the amount of $1,222,000.00 with Huitt-Zollars, Inc. to provide Architectural and Civil Engineering Services for building interior renovations at the new City Hall Building located at 6053 Main Street. Deputy City Manager, Brant Shallenburger, presented the proposed resolution to Council. 20 City Council – Regular Meeting Agenda December 6, 2022 Page| 4 Motion to approve –Marks; second by Ensweiler, motion carried with all ayes. RESOLUTION NO. 2022-091 5.2 Discuss and consider approving the City Council meeting schedule for 2023. Motion to approve –Holtz; second by Ensweiler, motion carried with all ayes. 5.3 Discuss and elect Mayor Pro Tem and Deputy Mayor Pro Tem according to the Code of Ordinances, Chapter 2, Section 2-4 (b). Motion to approve the nominations of Brian Wade as Mayor Pro Tem and Perry Schrag as Deputy Mayor Pro Tem–Ensweiler; second by Marks, motion carried with all ayes. 5.4 Discuss and consider making appointments to the Tax Increment Reinvestment Zone Number One Board of Directors. Motion to approve the reappointments of all members–Ensweiler; second by Marks, motion carried with all ayes. Motion to appoint Kevin Falconer to Place 8-Ensweiler; second by Marks, motion carried with all ayes. 5.5 Discuss and consider appointing a member of the Tax Increment Reinvestment Zone Number One Board of Directors to serve as Chairman for a one-year term. Motion to approve the reinstatement of the chair, Mayor Boyer–Holtz; second by Marks, motion carried with all ayes. 5.6 Discuss and consider making appointments to the Tax Increment Reinvestment Zone Number Two Board of Directors. Motion to appoint Mary Day to Place 9 on the Tax Increment Reinvestment Zone Number Two Board–Ensweiler; second by Holtz, motion carried with all ayes. Motion to approve the reappointments of all members–Holtz; second by Ensweiler, motion carried with all ayes. 5.7 Discuss and consider appointing a member of the Tax Increment Reinvestment Zone Number Two Board of Directors as Chairman for a one-year term. Motion to approve the reinstatement of the chair, Mayor Boyer–Marks; second by Ensweiler, motion carried with all ayes. 21 City Council – Regular Meeting Agenda December 6, 2022 Page| 5 5.8 Discuss and consider making appointments to the Local Development Corporation Board of Directors. Motion to approve the appointment of Robin Holtz to Place 5 and reappointment of the remaining members –Ensweiler; second by Marks, motion carried with all ayes. 5.9 Discuss and consider appointing a member of the Local Development Corporation Board of Directors to serve as Chairman for a one-year term. Motion to approve the reinstatement of the chair, Mayor Boyer–Marks; second by Holtz, motion carried with all ayes. 5.10 Discuss and consider making appointments to the Hotel Development Corporation Board of Directors. Motion to approve the reappointments of all members –Holtz; second by Marks, motion carried with all ayes. 5.11 Discuss and consider appointing a member to the Hotel Development Corporation Board of Directors to serve as Chairman for a one-year term. Motion to approve the reinstatement of the chair, Mayor Boyer–Marks; second by Holtz, motion carried with all ayes. 5.12 Discuss and consider making appointments to Council committees and appoint liaisons to the various Council appointed boards. Motion to approve the reappointments of all liaisons to current boards–Marks; second by Ensweiler, motion carried with all ayes. 5.13 Discuss and consider rescheduling or canceling the December 20, 2022 City Council meeting (Observance of Christmas) and provide direction to staff. Motion to cancel the December 20, 2022 City Council meeting (Observance of Christmas)– Marks; second by Holtz, motion carried with all ayes. Executive Session was convened at 7:36 p.m. 6.0 EXECUTIVE SESSION 6.1 A. Council shall convene into a closed executive session pursuant to Sections 551.072 and 551.087 of the Texas Government Code to deliberate regarding purchase, exchange, lease or value of real property and commercial or financial information the city has received from a business prospect(s), and to deliberate the offer of a financial or other incentive to a business prospect(s). 22 City Council – Regular Meeting Agenda December 6, 2022 Page| 6 Regular Session was reconvened at 8:27 p.m. 7.0 EXECUTIVE SESSION ACTION 7.1 A. Any action as a result of executive session regarding purchase, exchange, lease or value of real property and commercial or financial information the city has received from a business prospect(s), and the offer of a financial or other incentive to a business prospect(s). No Action ADJOURNMENT With there being no further business to discuss the meeting adjourned at 8:27 p.m. APPROVED: __________________________________ Richard Boyer, Mayor City of The Colony, Texas ATTEST: _____________________________________ Tina Stewart, TRMC, CMC, City Secretary 23 Agenda Item No:4.2 CITY COUNCIL Agenda Item Report Meeting Date: January 3, 2023 Submitted by: Tina Stewart Submitting Department: City Secretary Item Type: Expenditures Agenda Section: Subject: Consider approving Council expenditures for November 2022. (Council) Suggested Action: Attachments: Council November Expenditures.pdf 24 25 26 27 28 29 30 31 32 33 34 35 36 Agenda Item No:4.3 CITY COUNCIL Agenda Item Report Meeting Date: January 3, 2023 Submitted by: Shannon Stephens Submitting Department: Fire Item Type: Resolution Agenda Section: Subject: Consider approving a resolution authorizing the City Manager to issue a purchase order to US Digital Designs in the amount of $134,122.47 for the purchase of fire station alerting hardware for dispatch and firehouses 1, 2, and 3. (Thompson) Suggested Action: This purchase request is a component of an approved and budgeted project from this fiscal year's CIP list. This provides upgrading warning notification lighting and call-information status boards consistent with alerting systems installed at Firehouses #4 and #5. Mobile Communications of America, an approved USDD installer, will install hardware to complete the project for $42,657.96 (quote attached). A total of $182,825.00 was approved for total project completion. Attachments: The Colony FD_USDD FSA All Stations Full Installations_122222.pdf Quote - 1Dispatch3Stations.pdf USDD.TX_CLNY.ALL_STATIONS.FSA.NEW.FULL.2022.12.12.pdf Res 2023-xxx US Digital Design Purchase Order.docx 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 53 54 55 56 57 58 59 60 61 62 63 64 65 66 CITY OF THE COLONY, TEXAS RESOLUTION NO. 2023 -________ A RESOLUTION OF THE CITY OF THE COLONY, TEXAS AUTHORIZING THE CITY MANAGER TO ISSUE A PURCHASE ORDER TO US DIGITAL DESIGNS INC. (USDD), FOR THE PURCHASE OF FIRE STATION ALERTING HARDWARE FOR DISPATCH AND FIREHOUSES 1, 2 AND 3; AND 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 issue a purchase order to US Digital Designs Inc., in the amount of $134,122.47, for the purchase of fire station alerting hardware for dispatch and firehouses 1, 2 and 3. Section 2. That the City Manager and/or his designee are authorized to issue said purchase order. 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 3RD DAY OF JANUARY 2023. ______________________________ Richard Boyer, Mayor City of The Colony, Texas ATTEST: ____________________________________ Tina Stewart, TRMC, CMC, City Secretary APPROVED AS TO FORM: ____________________________________ Jeffrey L. Moore, City Attorney 67 Agenda Item No:4.4 CITY COUNCIL Agenda Item Report Meeting Date: January 3, 2023 Submitted by: Robert Kotasek Submitting Department: Engineering Item Type: Resolution Agenda Section: Subject: Consider approving a resolution authorizing the City Manager to execute a list of pre-qualified professional consulting service providers for sixteen (16) service categories. (Hartline) Suggested Action: Background: On September 29, 2022, forty-four (44) professional service providers submitted Statements of Qualifications (SOQs) for selection of professional consulting services in accordance with the terms, conditions, and requirements set forth in the Request for Qualifications (RFQ) released by the City. The RFQ provided interested professional service providers with the information necessary to prepare and submit their qualifications for consideration. Categories of services included master plans, roadway, water, wastewater, stormwater/environmental/erosion control structures, site development services, surveying, easement and land acquisition, geotechnical, landscape & irrigation, traffic engineering services, HVAC engineering/design, electrical engineering/design, structural, parks design services and SCADA design services and programming. The SOQs were reviewed and the professional service list was prepared by a staff committee composed of five members. The committee members were from the Public Works Department (1), Engineering Department (3) and Parks Department (2). The selected professional service providers are to be retained for a period of three years and may be extended annually at the City’s discretion. Projects during the three-year period will be assigned on a task order basis. After selection for a specific project, the selected professional service provider will be requested to provide a proposal for each task for approval by the City. Such proposals will include a detailed scope of services, hourly fee breakdown, overall project schedule, and an Opinion of Probable Cost for construction and other activities related to the construction of the project, if applicable. Firms were selected based on the following criteria. •Firm’s experience and background, •Prior Work Performed for The Colony, •Professional Background of Key Personnel, •Project Management Approach, •Client Service Approach, •References, and •Proximity of design office under which the work will be directed and managed. The list of professional service providers by service category is attached. This list was approved unanimously by the committee. 68 Staff recommends approval of a list of pre-qualified professional consulting service providers for sixteen (16) service categories that was developed by the committee. Attachments: List of professional service providers by service category Res. 2023-xxx List of Pre-qualified service providers.doc 69 Professional Consultants Master Plans DUNAWAY (Parks Only) FREESE & NICHOLS, INC. (FNI) HALFF ASSOCIATES, INC. KIMLEY–HORN AND ASSOCIATES, INC. OLSSON PARKHILL (Parks Only) TEAGUE NALL & PERKINS, INC. (TNP) WALTER P. MOORE AND ASSOCIATES, INC. Roadway Design COBB, FENDLEY & ASSOCIATES, INC. FREESE & NICHOLS, INC. (FNI) HALFF ASSOCIATES, INC. HUITT-ZOLLARS, INC. KIMLEY–HORN AND ASSOCIATES, INC. LOCKWOOD, ANDREWS & NEWNAM, INC. (LAN) OLSSON PACHECO KOCH PARKHILL QUIDDITY TEAGUE NALL & PERKINS, INC. (TNP) VRX, INC. WALTER P. MOORE AND ASSOCIATES, INC. Water COBB, FENDLEY & ASSOCIATES, INC FREESE & NICHOLS, INC. (FNI) HALFF ASSOCIATES, INC. HDR ENGINEERING, INC. KIMLEY–HORN AND ASSOCIATES, INC. LOCKWOOD, ANDREWS & NEWNAM, INC. (LAN) OLSSON PACHECO KOCH PARKHILL QUIDDITY TEAGUE NALL & PERKINS, INC. (TNP) WALTER P. MOORE AND ASSOCIATES, INC. 70 Wastewater COBB, FENDLEY & ASSOCIATES, INC. FREESE & NICHOLS, INC. (FNI) HALFF ASSOCIATES, INC. HDR ENGINEERING, INC. KIMLEY–HORN AND ASSOCIATES, INC. LOCKWOOD, ANDREWS & NEWNAM, INC. (LAN) OLSSON PACHECO KOCH PARKHILL QUIDDITY TEAGUE NALL & PERKINS, INC. (TNP) WALTER P. MOORE AND ASSOCIATES, INC. Stormwater/Environmental/Erosion Control Structures COBB, FENDLEY & ASSOCIATES, INC. FREESE & NICHOLS, INC. (FNI) HALFF ASSOCIATES, INC. HUITT-ZOLLARS, INC. KIMLEY–HORN AND ASSOCIATES, INC. LOCKWOOD, ANDREWS & NEWNAM, INC. (LAN) OLSSON PACHECO KOCH RABA KISTNER TEAGUE NALL & PERKINS, INC. (TNP) VRX, INC WALTER P. MOORE AND ASSOCIATES, INC. Site Development Services FREESE & NICHOLS, INC. (FNI) HALFF ASSOCIATES, INC. OLSSON PARKHILL TEAGUE NALL & PERKINS, INC. (TNP) WALTER P. MOORE AND ASSOCIATES, INC. Easement & Land Acquisition COBB, FENDLEY & ASSOCIATES, INC. HALFF ASSOCIATES, INC OLSSON TEAGUE NALL & PERKINS, INC. (TNP) 71 Geotechnical ALLIANCE GEOTECHNICAL GROUP, INC. D & S ENGINEERING LABS, LLC ECS SOUTHWEST, LLP OLSSON RABA KISTNER TERRACON CONSULTANTS, INC. Surveying COBB, FENDLEY & ASSOCIATES, INC. HALFF ASSOCIATES, INC. OLSSON PACHECO KOCH PARKHILL QUIDDITY TEAGUE NALL & PERKINS, INC. (TNP) Landscape/Irrigation Services HALFF ASSOCIATES, INC. HUITT-ZOLLARS, INC. KIMLEY–HORN AND ASSOCIATES, INC. LJA ENGINEERING, INC. OLSSON PARKHILL TEAGUE NALL & PERKINS, INC. (TNP) HVAC Engineering Services HALFF ASSOCIATES, INC. HUITT-ZOLLARS, INC. OLSSON PARKHILL Electrical Engineering Services HALFF ASSOCIATES, INC. HUITT-ZOLLARS, INC. MBROH ENGINEERING, INC. OLSSON PARKHILL 72 Structural Engineering Services HALFF ASSOCIATES, INC. HUITT-ZOLLARS, INC. KIMLEY–HORN AND ASSOCIATES, INC. OLSSON PARKHILL TEAGUE NALL & PERKINS, INC. (TNP) WALTER P. MOORE AND ASSOCIATES, INC. Parks Design Services DUNAWAY FREESE & NICHOLS, INC. (FNI) HALFF ASSOCIATES, INC. HUITT-ZOLLARS, INC. KIMLEY–HORN AND ASSOCIATES, INC. LJA ENGINEERING, INC. OLSSON PACHECO KOCH PARKHILL TEAGUE NALL & PERKINS, INC. (TNP) Traffic Engineering Services COBB, FENDLEY & ASSOCIATES, INC. FREESE & NICHOLS, INC. (FNI) HALFF ASSOCIATES, INC. KIMLEY–HORN AND ASSOCIATES, INC. MBROH ENGINEERING, INC. OLSSON PACHECO KOCH QUIDDITY TEAGUE NALL & PERKINS, INC. (TNP) WALTER P. MOORE AND ASSOCIATES, INC. SCADA Design Services and Programming HALFF ASSOCIATES, INC. MBROH ENGINEERING, INC. PARKHILL 73 CITY OF THE COLONY, TEXAS RESOLUTION NO. 2023 - ________ A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF THE COLONY, TEXAS, AUTHORIZING THE CITY MANAGER TO EXECUTE A LIST OF PRE-QUALIFIED PROFESSIONAL CONSULTING SERVICE PROVIDERS FOR SIXTEEN SERVICE CATEGORIES; AND 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 proposed list of pre-qualified professional consulting service providers for sixteen service categories as prepared by a staff committee composed of five members. Section 2. That the City Manager is hereby authorized to execute the list of pre-qualified professional consulting service providers for a period of three years with the option to extend annually at the City’s discretion. 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 THE 3RD DAY OF JANUARY, 2023. __________________________ Richard Boyer, Mayor City of The Colony, Texas ATTEST: ____________________________________ Tina Stewart, TRMC, CMC, City Secretary APPROVED AS TO FORM: ____________________________________ Jeffrey L. Moore, City Attorney 74 Agenda Item No:4.5 CITY COUNCIL Agenda Item Report Meeting Date: January 3, 2023 Submitted by: Robert Kotasek Submitting Department: Engineering Item Type: Resolution Agenda Section: Subject: Consider approving a resolution authorizing the City Manager to execute a Communications Facility License Agreement and Memorandum of License with Cellco Partnership d/b/a Verizon Wireless. (Hartline) Suggested Action: Summary of Request: The agreement provides for a license to install a communications facility on the city’s property at BB Owen Sports Facility located at 5700 Squires Dr. The antennas will be located on a new monopole that will be installed in the park and associated telecommunication equipment will be located in a fenced equipment shelter at the base of the new tower. The following are some of the major terms included in the agreement. 1) Cellco Partnership will construct the communications facility at their cost per the approved engineering plans and will obtain all Building Permits necessary to construct the project. 2) The term of the agreement is five years and will can be renewed for three additional five year terms. 3) The license fee is $2,000.00 per month 4) The license fee will increase on a yearly basis and will increase by 3% of the license fee from the immediately preceding year. 5) Insurance must be maintained by Verizon for its employees and subcontractors that may be on City property. 7) The contract allows the Cellco Partnership to sublet space on their tower so that other providers can co-locate on the tower. Staff has reviewed the contract and recommends approval of the agreement. Attachments: Location Map Monopole Site Plan Memorandum of License License Agreement Res. 2023-xxx Cellular Ground License Agreement Verizon.docx 75 76 77 78 79 80 81 82 83 84 85 86 87 88 89 90 91 92 93 94 95 96 97 98 99 100 101 102 103 104 105 106 107 108 109 110 111 112 113 114 115 116 117 118 119 120 121 122 123 124 125 126 127 128 129 130 131 132 133 134 135 136 137 138 139 140 141 142 143 144 145 CITY OF THE COLONY, TEXAS RESOLUTION NO. 2023 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF THE COLONY, TEXAS, AUTHORIZING THE CITY MANAGER TO EXECUTE A COMMUNICATION FACILITY AGREEMENT BY AND BETWEEN THE CITY OF THE COLONY AND CELLCO PARTNERSHIP D/B/A VERIZON WIRELESS; 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, hereby authorizes a Communication Facility Agreement by and between the City of The Colony and Cellco Partnership d/b/a Verizon Wireless for a license to install a communications facility on the city’s property at BB Owen Sports Facility located at 5700 Squires Drive; and Section 2. That this Communication Facility License Agreement, attached hereto as Exhibit “A” and Exhibit “Memorandum of License”, 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 Agreement 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 3rd DAY OF JANUARY 2023. Richard Boyer, Mayor City of The Colony, Texas ATTEST: Tina Stewart, TRMC, CMC, City Secretary APPROVED AS TO FORM: Jeffrey L. Moore, City Attorney 146 Agenda Item No:5.1 CITY COUNCIL Agenda Item Report Meeting Date: January 3, 2023 Submitted by: Isaac Williams Submitting Department: Planning Item Type: Ordinance Agenda Section: Subject: Conduct a public hearing, discuss, and consider approval of a Gateway Standards Waiver regarding the approval of a Gateway Standards Waiver from Section 10A-600 (e) to permit all parking for commercial development within the front of the primary buildings, where the majority of the parking is to be located to the side or rear of the primary building. The subject site contains approximately 0.438 acres (approximately 19,114 sf) and is located at 7447 Main Street within the General Retail (GR) zoning district and the Gateway Overlay District. (Williams) Suggested Action: Please see the attached staff report, drawings, maps, and illustrations for detailed land use, site layout and staff recommendations. Attachments: GSW22-0003 CC Staff Report Lake Highlands Retail Gateway Standards Waiver.pdf GSW22-0003 Locator Map.pdf Lake Highlands Retail Project Narrative .pdf SITE PLAN 10.20.22.pdf Ord. 2023-xxxx Lake Highlands Retail Gateway Standard Waiver.doc 147 1 PLANNING AND ZONING COMMISSION REPORT AGENDA DATE: January 3, 2023 DEPARTMENT: Planning Department SUBJECT: GSW22-0003 - 7447 Main Street, Lake Highlands Retail Gateway Standards Waiver - Parking Location Conduct a public hearing, discuss, and consider approval of a Gateway Standards Waiver regarding the approval of a Gateway Standards Waiver from Section 10A-600 (e) to permit all parking for commercial development within the front of the primary buildings, where the majority of the parking is to be located to the side or rear of the primary building. The subject site contains approximately 0.438 acres (approximately 19,114 sf) and is located at 7447 Main Street within the General Retail (GR) zoning district and the Gateway Overlay District. OWNER/APPLICANT Owner: Ivan Gonzalez The Colony, TX Applicant: Mary Herrera Little Elm, TX Marquee Home Builders EXISTING CONDITION OF PROPERTY The subject site is undeveloped. ADJACENT ZONING AND LAND USES North General Retail (GR) - Undeveloped South Duplex (D) – Single family homes East General Retail (GR) - Undeveloped West Planned Development 2 (PD-2) – Masonic Lodge DEVELOPMENT REVIEW COMMITTEE (DRC) REVIEW Staff has no objection to the proposed Gateway Standards Waiver. PRIOR ACTION/REVIEW On November 22, 2022 the Planning and Zoning Commission voted (4-0) to recommend approval of the Gateway Standards Waiver from Section 10A-600 (e) to permit all parking for commercial development within the front of the primary buildings, where the majority of the parking is to be located to the side or rear of the primary building. ATTACHMENTS 1. Staff Analysis 2. Location Map 3. GSW Conceptual Development Plan ATTACHMENT 1 148 2 STAFF ANALYSIS LAND USE ANALYSIS The subject site is currently undeveloped. The site previously was developed as Iglesia de Dios Ebenezer Church. In 2010 the church was demolished and a portion of the site was dedicated to the widening of Main Street. The site fronts Main Street to the east and Lake Highlands Drive to the north. The surrounding area consists of residential duplex development to the south, a Masonic Lodge to the west and undeveloped General Retail (GR) to the north and east. As proposed, the site will only have access from Lake Highlands Drive. No connection to the adjacent residential development via the alley is provided. The applicant requests approval of a Gateway Standards Waiver (GSW) to allow all of the proposed parking for the intended commercial development to be located within the front of the primary building. Section 10A-600 requires that “the majority of parking for new developments within the Gateway shall be provided on the side or rear of the primary building.” This requirement is primarily intended to reduce the appearance of large expanses of parking, but also encourages greater attention to aesthetics as buildings are generally pushed closer to pedestrian ways and corridors. Although the development contains all parking in front of the development, the double-row parking aesthetic would be consistent with the Gateway to limit views of large parking areas. The site’s appearance from Main Street and Lake Highland Drive will also include required screening including trees and evergreen shrubs and masonry walls to the south and west. Given the landscape screening requirements, the impact of development will be minimal on neighboring sites. In accordance with Section 10A-500 of the Gateway Overlay District, the Planning and Zoning Commission and City Council shall review and evaluate a Gateway Standards Waiver application using the following criteria: 1. The impact on adjacent property owners 2. The existence of a hardship that is not a result of the property owner’s action. 3. The appropriateness of the request in terms of location, density and height of the structure or use; and, 4. The compatibility with the existing uses on the lot and surrounding land uses Although the site has been affected by the Main Street widening and contributes to the reques t for waiver, the applicant attests that the subject site will otherwise be developed in compliance with the heightened design requirements of the Gateway Overlay District. The conceptual development plans reflect building aesthetics and landscape designs largely consistent with newer development in the Gateway. Landscape shall be provided in accordance with the Gateway Overlay District and landscape requirements reflected in Section 17A. It is not anticipated that granting of the Gateway Standards Waiver will create a material detriment to the public welfare or injury to the use, enjoyment or value of property in the vicinity. 149 3 NOTIFICATION The Zoning Ordinance requires newspaper notification a minimum of fifteen (15) days prior to the City Council meeting. Notice for this Public Hearing was published in The Dallas Morning News on December 16, 2022. The Zoning Ordinance requires notification of property owners located within 200 feet of the subject property a minimum of fifteen (15) days prior to the public hearing. Notices were sent on December 16, 2022. Staff received two inquiries but no comments for, or against the applicant's request were received as of printing of this packet. Development Review Committee Review Staff has no objection to the proposed Gateway Standards Waiver. 150 LAKE HIGHLANDS DR MAIN ST4636 4638 4640 4642 4630 4632 7501 4644 4646 4648 4621 4625 4629 P D 2 DD G RGR This map was generated by GIS data provided by The Colony GIS Department. The City of The Colony does not guarantee the correctness oraccuracy of any features on this map. These digital products are for llustration purposes only and are not suitable for site-specific decision making. ±Project No: GSW22-0003 - Lake Highlands Retail GSW2 2-00 03 Duplex D welling General R eta il Plann ed Development 2 SubjectArea 151 Lake Highlands Retail Project We would like to request one Gateway Standards Waiver to our project at FM 423 and Lake Highlands Drive: also known as 7447 Main Street in The Colony. No other Gateway Waivers will be sought. The request that we are asking is to allow over 50% of the parking lot in the front yard as opposed to the rear and side yard. Tenant Visibility What is one of the most important factors of success for retailers? Location, location, location. Not only the location of the site, but also the location within the site. Even though we live in an age where consumers are driven by online maps and reviews, a certain percentage of business still comes from drive by traffic (by attracting new customers and reminding old ones). This drive by traffic is especially important for non-anchor tenants, who often locate in neighborhood level retail centers. The images below depict how the visibility of a neighborhood retail center is decreased when parking is moved to the back. Imagine that this center contains several shops. In the first scenario, more of the shops are visible to the driver and he/she can also more easily gauge if parking is available without pulling into the site. Parking Lot in front for maximum visibility Retail fit to the curb limits visibility Parking Lot Safety As just mentioned, moving the parking behind structures makes it less visible to passing traffic. This decreases the number of "eyes on the street" watching that parking lot. The term “eyes on the Street” is used in "Crime Prevention Through Environmental Design" (CPTED) models for crime prevention. Research into criminal behavior demonstrates that the decision to offend or not to 152 offend is more influenced by the risk of being caught rather than by the possible reward or ease of entry. Putting the parking lot behind the store may increase the risk of harm to the customer who arrives by car by decreasing their visibility from street and pedestrian traffic. A greater risk to customers = more liability for the owner and/or tenant of the site. Site Access Parking in front generally means more site access. The entry ways can be visible to FM 423 and oncoming traffic allowing a vehicle to make the decision to enter or not and determine if the business is open or closed. In addition, the back of the retail structure can be dedicated as the location for the service connections such as the meter bases, gutter downspouts, service entrance/exit, separating service traffic from customer traffic. When structures are brought to the front, they act as a barrier, often limiting the number of entryways. Also, when parking is in back service access becomes limited. Pedestrian access along FM 423 via walking or bicycling is more accessible. Visibility to the front of the building and the prospective business’s when placed at a distance. Conclusion As a developer and contractor, I am a big fan of urban design that promotes pedestrian friendly streets—I have to admit that I am an advocate for putting parking in the rear. Shops of Legacy and Legacy West is a great example of how doing this on a larger scale can impact the feel of a community. However, this particular location is surrounded by mainly residential housing and not on a large -scale master planned urban development. I acknowledge the importance of understanding the needs of the retailer. Their priority is to their business. Sustainability for long term rental location is extremely important. I ask that the City of The Colony recognize this for this project. Developer and Contractor: Property Owner: Mary Herrera Ivan Gonzalez MH General Contractors, LLC 423-509-2226 1012 W. Eldorado Parkway B487 Little Elm, Texas 75068 Cell: 214-636-8351 Email: mary@marqueehomebuilders.com 153 154 CITY OF THE COLONY, TEXAS ORDINANCE NO. 2023 - ________ LAKE HIGHLANDS RETAIL 7447 MAIN STREET GATEWAY STANDARDS WAIVER (GSW) AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF THE COLONY, TEXAS, APPROVING A GATEWAY STANDARDS WAIVER FROM SECTION 10A-600 (E) TO PERMIT ALL PARKING FOR A COMMERCIAL DEVELOPMENT ON AN APPROXIMATELY 0.438 ACRE TRACT OF LAND LOCATED AT 7447 MAIN STREET WITHIN THE GENERAL RETAIL (GR) ZONING DISTRICT AND THE GATEWAY OVERLAY DISTRICT; PROVIDING A SEVERABILITY CLAUSE; PROVIDING A REPEALER CLAUSE; AND PROVIDING FOR AN EFFECTIVE DATE. 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 any 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 is of the opinion and finds that Gateway Standards Waiver No. GSW22-0003 should be approved authorizing a Gateway Standards Waiver from section 10A-600 (e) to permit all parking for a commercial development on an approximately 0.438 acre tract of land located at 7447 Main Street within the General Retail (GR) District and the Gateway Overlay District. 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 City Council of the City of The Colony, Texas, does hereby approve the Gateway Standards Waiver from section 10A-600(e) of the Code of Ordinances to permit all parking for a commercial development within the front of the primary buildings, as reflected on and attached hereto as Exhibit A of this Ordinance. 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. 155 2 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 THE 3RD DAY OF JANUARY, 2023. Richard Boyer, Mayor City of The Colony, Texas ATTEST: ___________________________________ Tina Stewart,TRMC, CMC, City Secretary APPROVED AS TO FORM: ___________________________________ Jeffrey L. Moore, City Attorney 156 3 Exhibit A 157 Agenda Item No:5.2 CITY COUNCIL Agenda Item Report Meeting Date: January 3, 2023 Submitted by: Tina Stewart Submitting Department: General Admin Item Type: Resolution Agenda Section: Subject: Discuss and consider approving a resolution authorizing the City Manager to execute certain payments by The Colony Local Development Corporation, The Colony Economic Development Corporation, and The Colony Community Development Corporation related to the construction of projects within Tax Increment Reinvestment Zone Number One, and resolving other matters related thereto. (Miller) Suggested Action: Attachments: Res. 2023-xxx Grandscape Annual Disbursement.docx 158 1775.015\304775.4 CITY OF THE COLONY, TEXAS RESOLUTION NO. 2023 - _________ A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF THE COLONY, TEXAS, AUTHORIZING AND APPROVING CERTAIN PAYMENTS BY THE COLONY LOCAL DEVELOPMENT CORPORATION, THE COLONY ECONOMIC DEVELOPMENT CORPORATION, AND THE COLONY COMMUNITY DEVELOPMENT CORPORATION FOR COSTS RELATED TO THE CONSTRUCTION OF PROJECTS WITHIN TAX INCREMENT REINVESTMENT ZONE NO. 1, CITY OF THE COLONY, TEXAS FOR GRANDSCAPE; PROVIDING FOR AN EFFECTIVE DATE;AND RESOLVING OTHER MATTERS RELATED THERETO. WHEREAS,on November 8, 2011, the City Council of the City of The Colony, Texas (the "City Council"), approved Ordinance No. 2011-1926, designating Tax Increment Reinvestment Zone Number One, City of The Colony, Texas (the "Zone"), and designated a Board of Directors for the Zone (the "Zone Board"), in accordance with and pursuant to Chapter 311 of the Texas Tax Code, as amended (the "Act"); and WHEREAS, on November 8, 2011, the City Council also approved Resolution No. 2011- 075 authorizing and approving the creation of The Colony Local Development Corporation (the "LDC") to aid, assist and act for and behalf of the City of the Colony, Texas (the "City") and the Zone Board in the management of the Zone and the implementation of the project plan and the financing plan for the Zone in accordance with and pursuant to Subchapter D of Chapter 431 of the Texas Transportation Code, as amended; and WHEREAS,Section 311.002 of the Texas Tax Code defines authorized "project costs" to include "expenditures made or estimated to be made and monetary obligations incurred or estimated to be incurred by the municipality or county designating a reinvestment zone that are listed in the project plan as costs of public works, public improvements, programs, or other projects benefiting the zone, plus other costs incidental to those expenditures and obligations"; and WHEREAS, the City Council approveda Final Project and Reinvestment Zone Financing Plan for Tax Increment Reinvestment Zone Number One, City of the Colony, Texas, dated November 15, 2011 (the "Final Project and Finance Plan") by adoption of Ordinance No. 2011- 1929 on November 15, 2011; and WHEREAS,the Final Project and Finance Plan provides for the financing of "TIF Projects" (defined in the Final Project and Finance Plan), including the construction of a municipal building, and the payment of "TIF Project Costs" (defined in the Final Project and Finance Plan) in accordance with the Act; and WHEREAS,the City and the LDC entered into that certain Amended and Restated Construction Management Agreement, effective as of November 20, 2012, (the "LDC Construction Management Agreement") with NFM Services, LLC, a Texas limited liability 159 2 1775.015\304775.4 company ("NFM Services") to provide for the construction of certain TIF Projects constituting Economic Development Projects (as defined in the Final Project and Finance Plan) and the reimbursement of costs related to such Economic Development Projects advanced by NFM Services ("NFM Advances"), in accordance with and pursuant to Section 311.010(b) of the Texas Tax Code, as amended; and WHEREAS, the City, the Zone Board, and the LDC entered into that certain Funding Agreement, effective as of December 11, 2012, (the "LDC Funding Agreement") with LMG Ventures, LLC, ("LMG"), and TXFM, Inc. ("TXFM")related to the funding of certain TIF Projects (as defined in the Final Project and Finance Plan); and WHEREAS, the City, the Zone Board, and the LDC have entered into that certain Management Agreement, effective as of December 6, 2011, as amended and restated by that certain Amended and Restated Management Agreement, effective as of February 23, 2021, (the "LDC Management Agreement," and together with the LDC Construction Management Agreement and the LDC Funding Agreement, referred to collectively as the "LDC Agreements") to address the management of the Zone and the implementation of the Final Project and Finance Plan, including the issuance of TIF Obligations (as defined in the Management Agreement), in accordance with and pursuant to Section 311.010(f) of the Texas Tax Code, as amended; and WHEREAS, as described and defined in the Management Agreement, the City has established the "City Tax Increment Subaccount" within the "Tax Increment Fund" for the Zone and is making deposits of the "City Tax Increment" into such City Tax Increment Subaccount as required under Section 4.5 of the Management Agreement; and WHEREAS, The Colony Economic Development Corporation (the "Type A Corporation") entered into that certain Type A Corporation Performance Agreement (the "Type A Performance Agreement"), effective as of November 15, 2011, with LMG and TXFM in compliance with Section 501.158 of the Act to promote economic development within the City of The Colony, Texas (the "City") and to provide for the construction of authorized projects ("Type A Projects") as described therein; and WHEREAS, the Type A Performance Agreement set forth the performance requirements related to certain financial incentives, including the payment of costs for authorized projects ("Type A Project Costs"), and established the "Type A Reimbursement Account" (as defined in the Type A Performance Agreement) from which Type A Project Costs are to be reimbursed or paid in accordance with the Type A Performance Agreement; and WHEREAS,the City Council of the City (the "City Council") approved and ratified the Type A Performance Agreement by Resolution No. 2011-078 approved on November 15, 2011; and WHEREAS,the City and the Type A Corporation entered into that certain Amended and Restated Construction Management Agreement, effective as of November 20, 2012, (the "Type A Construction Management Agreement") with NFM Services to provide for the construction of the Type A Projects described in the Type A Construction Management Agreement and the reimbursement of NFM Advances for Type A Project Costs; and 160 3 1775.015\304775.4 WHEREAS, the City and the Type A Corporation entered into that certain Type A Economic Development Funding Agreement, effective as of December 12, 2012, (the "Type A Funding Agreement" and together with the Type A Performance Agreement and the Type A Construction Management Agreement, sometimes referred to collectively as the "Type A Agreements") with LMG and TXFM related to the funding of certain Type A Projects described in the Type A Funding Agreement and the payment of Type A Project Costs; and WHEREAS,the Type A Corporation, with the consent of the City, has issued its The Colony Economic Development Corporation Sales Tax Revenue Bonds (Nebraska Furniture Mart Texas Project Infrastructure Bonds) Series 2013 (the "2013 Type A Bonds") and is party to the Indenture of Trust and Security Agreement, dated as of February 1, 2013, as supplemented by the First Supplemental Trust Indenture, dated February 1, 2013 (collectively, the "2013 Type A Bond Indenture"); and WHEREAS, The Colony Community Development Corporation (the "Type B Corporation") entered into that certain Type B Corporation Performance Agreement (the "Type B Performance Agreement"), effective as of November 15, 2011, with LMG and TXFM in compliance with Section 501.158 of the Act to promote economic development within the City of The Colony, Texas (the "City") and to provide for the construction of authorized projects ("Type B Projects") as described therein; and WHEREAS, the Type B Performance Agreement sets forth the performance requirements related to certain financial incentives, including the payment of costs for authorized projects ("Type B Project Costs"), and established the "Type B Reimbursement Account" (as defined in the Type B Performance Agreement) from which Type B Project Costs are to be reimbursed or paid in accordance with the Type B Performance Agreement; and WHEREAS,the City Council of the City (the "City Council") approved and ratified the Type B Performance Agreement by Resolution No. 2011-077 approved on November 15, 2011; and WHEREAS,the City and the Type B Corporation entered into that certain Amended and Restated Construction Management Agreement, effective as of November 20, 2012, (the "Type B Construction Management Agreement") with NFM Services to provide for the construction of the Type B Projects described in the Type B Construction Management Agreement and the reimbursement of NFM Advances for Type B Project Costs; and WHEREAS, the City and the Type B Corporation entered into that certain Type B Economic Development Funding Agreement, effective as of December 12, 2012, (the "Type B Funding Agreement" and together with the Type B Performance Agreement and the Type B Construction Management Agreement, sometimes referred to collectively as the "Type B Agreements") with LMG and TXFM related to the funding of the Type B Projects described in the Type B Funding Agreement and the payment of Type B Project Costs; and WHEREAS,the Type B Corporation, with the consent of the City, has issued its The Colony Community Development Corporation Sales Tax Revenue Bonds (Nebraska Furniture Mart Texas Project Infrastructure Bonds) Series 2013 (the "2013 Type B Bonds") and is party to the Indenture of Trust and Security Agreement, dated as of February 1, 2013, as supplemented by the First Supplemental Trust Indenture, dated February 1, 2013 (collectively, the "2013 Type B 161 4 1775.015\304775.4 Bond Indenture", and together with the 2013 Type A Bond Indenture, collectively the "Bond Indentures"); and WHEREAS, the City caused to have constructed within the Zone a municipal building in the form of The City of The Colony, Texas, Fire Station No. 4 ("Fire Station No. 4") forthe benefit of the Zone and surrounding area; and WHEREAS,the Zone Board and the LDC have found and determined that a portion of the costs related to the construction of Fire Station No. 4 totaling $4,180,000 are permissible "project costs" as that term is defined in Section 311.002 of the Texas Tax Code and such amount constitutes the total TIF Project Costs related to a municipal building as shown on Exhibit C of the Final Project and Finance Plan; and WHEREAS,the Type B Corporation has found and determined that a portion of the costs related to the construction of Fire Station No. 4 totaling $4,180,000 are permissible "Project Costs" as that term is defined in Section 501.152 of the Act and the Type B Agreements; and WHEREAS, the Zone Board and the LDC have found and determined that NFM Advances and payments to LMG and TXFM for Private Funding Obligations (as defined in the LDC Funding Agreement) authorized to be paid hereunder are "project costs" as that term is defined in Section 311.002 of the Texas Tax Code and are TIF Project Costs provided for in the Final Project and Finance Plan; and WHEREAS, the Type A Corporation and the Type B Corporation have found and determined that NFM Advances and payments to LMG and TXFM for Private Funding Obligations (as defined in the Type A Funding Agreement and the Type B Funding Agreement) authorized to be paid hereunder are "project costs" as that term is defined in Section 501.152 of the Act and the Type B Agreements; and WHEREAS,theZone Board and the LDC have found and determined, and the City hereby finds and determines, that it is necessary for the implementation of the Final Project and Finance Plan to direct the LDC to: (1) make payments from the City Tax Increment Subaccount of the Tax Increment Fund related to TIF Project Costs, including but not limited to up to $4,180,000 of costs related to Fire Station No. 4, certain reimbursable NFM Advances, and payments to LMG and TXFM for a portion of outstanding Private Funding Obligations; and (2) authorize the City Manager of the City, or the City Manager's designee, to approve payments of such TIF Project Costs on an annual basis from funds on deposit in the City Tax Increment Subaccount of the Tax Increment Fund in accordance with the LDC Agreements; and WHEREAS,the Type A Corporation and the Type B Corporation have found and determined, and the City hereby finds and determines, that it is necessary for the implementation of the Type A Agreements and Type B Agreements, as applicable,to request that the Trustee make certain disbursements from each respective "Pledged Revenue Account" relating to the 2013 Type A Bonds and the 2013 Type B Bonds under Section 4.01(C)(7) of the respective Bonds Indentures on an annual basis for deposit into the Type A Reimbursement Account and Type B Reimbursement Account, as applicable, so that certain Type A Project Costs and Type B Project Costs, including but not limited to costs related to NFM Advances and payments to LMG and TXFM for Private Funding Obligations related to Type A Projects and Type B Projects, respectively, may be paid annually; provided, however, that the funds on deposit in each respective 162 5 1775.015\304775.4 Pledged Revenue Account relating to the 2013 Type A Bonds and the 2013 Type B Bonds shall not be less than $1,200,000 following such annual disbursements; and WHEREAS,the Type A Corporation and the Type B Corporation have found and determined, and the City hereby finds and determines, that it is necessary and desirable for the implementation of the Type A Agreements and Type B Agreements, as applicable, to: (1) make payments from the respective Type A Reimbursement Fund and Type B Reimbursement Fund related to Type A Project Costs, including but not limited to reimbursement of NFM Advances and payments to LMG and TXFM for outstanding Private Funding Obligations, and Type B Project Costs, including but not limited to up to $4,180,000 of costs related to Fire Station No. 4, certain reimbursable NFM Advances, and payments to LMG and TXFM for a portion of outstanding Private Funding Obligations; and (2) authorize the City Manager, or the City Manager's designee, to approve payments of Type A Project Costs and Type B Project Costs, respectively, on an annual basis from funds on deposit in the Type A Reimbursement Fund and Type B Reimbursement Fund in accordance with the applicable Type A Agreement and Type B Agreements. NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF THE COLONY, TEXAS, THAT: SECTION 1. The findings set forth above and the exhibits attached hereto are incorporated into the body of this Resolution as if fully set forth herein. SECTION 2. The EDC and the CDC have authorized and approved, and the City Council hereby authorizes and approves, the respective disbursements of funds under the Bond Indentures as shown on the forms attached as Exhibit A-1 and Exhibit A-2. SECTION 3. The Zone Board, the LDC, the EDC and CDC have approved the respective forms attached as Exhibit B-1, Exhibit B-2, Exhibit B-3, and Exhibit B-4 (such exhibits are referred to collectively as the "Annual Authorization Forms") and have approved, subject to the approval of the City Council, the payments shown on such forms from the Tax Increment Fund, Type A Reimbursement Fund, and the Type B Reimbursement Fund, as applicable. SECTION 4. The City Council hereby authorizes and approves the payments from the Tax Increment Fund, Type A Reimbursement Fund, and the Type B Reimbursement Fund, as applicable, as shown on the Annual Authorization Forms. SECTION 5.For so long as obligations remain unpaid and outstanding, the Zone Board, the LDC, the EDC and the CDC shall submit forms similar to the Annual Authorization Forms that have been approved by the Zone Board, the LDC, the EDC, and the CDC to the City Council no later than November 1st each year beginning November 1, 2023. Following the receipt of such forms, the City Council shall review and consider approval of the payments set forth in such forms without further action required from the Zone Board, the LDC, the EDC or the CDC. SECTION 6. This Resolution shall become effective immediately upon passage. 163 1775.015\304775.4 PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF THE COLONY, TEXAS, THIS THE 3RD DAY OF JANUARY, 2023. Richard Boyer, Mayor City of The Colony, Texas ATTEST: ____________________________________ Tina Stewart,TRMC, CMC, City Secretary APPROVED AS TO FORM: ____________________________________ Jeffrey L. Moore, City Attorney 164 1775.015\304775.4 EXHIBIT A-1 Disbursement Request of Type A Corporation 165 1775.015\304775.4 EXHIBIT A-2 Disbursement Request of Type B Corporation 166 1775.015\304775.4 Exhibit B-1 Zone Board Authorization Form 167 1775.015\304775.4 Exhibit B-2 LDC Authorization Form 168 1775.015\304775.4 Exhibit B-3 Type A Corporation Authorization Form 169 1775.015\304775.4 Exhibit B-4 Type B Corporation Authorization Form 170 Agenda Item No:5.3 CITY COUNCIL Agenda Item Report Meeting Date: January 3, 2023 Submitted by: Tina Stewart Submitting Department: General Admin Item Type: Resolution Agenda Section: Subject: Discuss and consider approving a resolution authorizing the City Manager to execute a City Consent Certificate authorizing Susser Bank to receive certain tax rebates related to the PD-18 Developer's Agreement and related amendments, the PD-23 Developer's Agreement and related amendments, and the Tax Increment Reinvestment Zone #2 Reimbursement Agreement. (Powell) Suggested Action: Attachments: City Consent - Tribute and TP TIF 4152-9917-6771 2.doc Res. 2023-xxx City Consent Certificate - Susser Bank - Matthews Southwest.docx 171 4152-9917-6771.2 CITY CONSENT CERTIFICATE To:Susser Bank (“Lender”) From: City of The Colony, a Texas home rule city and political subdivision of the State of Texas (the “City”) RE:That certain (i) Developer’s Agreement, passed and approved on April 19, 2004 (as amended, supplemented or otherwise modified from time to time, the “PD 18 Developer’s Agreement”), by and among the City; Wynnwood Peninsula Ltd., a Texas limited partnership and Tribute Acquisitions, LP (as assignee of MSW Wynnwood, LLC, a Texas limited liability company) (together with their successors and assigns, the “PD 18 Developer”); (ii) Economic Development Agreement, passed and approved on April 19, 2004 (as amended, supplemented or otherwise modified from time to time, the “PD 18 Economic Development Agreement” and, together with the PD 18 Developer’s Agreement, the “PD 18 Agreements”), by and among the City; Wynnwood Peninsula Ltd., a Texas limited partnership and Tribute Acquisitions, LP (as assignee of MSW Wynnwood, LLC, a Texas limited liability company) (together with their successors, assigns and the PD 18 Developer, the “PD 18 Owner”); (iii) Developer’s Agreement, passed and approved on March 20, 2008 (as amended, supplemented or otherwise modified from time to time, the “PD 23 Developer’s Agreement”), by and between the City and TP TIF, LLC, a Texas limited liability company (as assignee of Wynnwood Peninsula Partners, L.P., a Texas limited partnership) (together with its successors and assigns, the “PD 23 Developer”); and (iv) Reimbursement Agreement, passed and approved on April 15, 2014 (as amended, supplemented or otherwise modified from time to time, the “TIRZ 2 Reimbursement Agreement”), by and among the City, TP TIF, LLC, a Texas limited liability company (as assignee of Tribute Partners, L.P., a Texas limited partnership) (together with it successors and assigns, the “TIRZ 2 Developer”) and the Board Of Directors For Reinvestment Zone Number Two, City Of The Colony, Texas, a tax increment reinvestment zone (the “Board”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the PD 18 Agreements, PD 23 Developer’s Agreement and TIRZ 2 Reimbursement Agreement, as applicable. Section 1.Pursuant to Section 33 of the PD 18 Developer’s Agreement and Article XI of the PD 18 Economic Development Agreement, the City hereby consents to the assignment by the PD 18 Owner of its rights to receive the tax rebates owed by the City to the PD 18 Owner, as permitted and described in the PD 18 Agreements to Susser Bank (the “Lender”) in order to obtain financing from the Lender. The PD 18 Owner agrees to designate the Borrower Account listed below for all tax rebates required to be paid by the City to the PD 18 Owner. The PD 18 Owner further agrees not to request any modification or revocation of the designation of the account to which tax rebates are deposited unless the PD 18 Owner provides the City a consent certificate in a form substantially similar to this City Consent Certificate, countersigned by the Lender. Section 2.Pursuant to Section 2.33 of the PD 23 Developer’s Agreement, the City hereby consents to the assignment by the PD 23 Developer of its rights to receive the tax rebates as permitted and described in the PD 23 Developer’s Agreement to the Lender in order to obtain 172 -2- 4152-9917-6771.2 financing from the Lender. The PD 23 Developer agrees to designate the Borrower Account listed below for all tax rebates required to be paid by the City to the PD 23 Developer. The PD 23 Developer further agrees not to request any modification or revocation of the designation of the account to which tax rebates are deposited unless the PD 23 Developer provides the City a consent certificate in a form substantially similar to this City Consent Certificate, countersigned by the Lender. Section 3.Pursuant to Section 7(b) of the TIRZ 2 Reimbursement Agreement, the City hereby consents to the assignment by the TIRZ 2 Developer of its rights to receive reimbursements for TIF Project Costs from the Tax Increment Fund as permitted and described in the TIRZ 2 Reimbursement Agreement to the Lender in order to obtain financing from the Lender. The TIRZ 2 Developer agrees to designate the Borrower Account listed below for all reimbursements required to be paid by the City to the TIRZ 2 Developer. The TIRZ 2 Developer further agrees not to request any modification or revocation of the designation of the account to which reimbursements are deposited unless the TIRZ 2 Developer provides the City a consent certificate in a form substantially similar to this City Consent Certificate, countersigned by the Lender. Borrower Account Information: Account Name: Account Title:Susser Borrower Account Account #: Account Type: Bank Name: Susser Bank Main Bank Address: 100 Crescent Ct. Suite 575, Dallas, Texas, 75201 ACH Routing Number: Wire Routing Number: International Swift: Section 4.The PD 18 Owner, PD 23 Developer and TIRZ 2 Developer agree to indemnify and hold the City and its officers, directors and agents (each, an “Indemnitee”) harmless from and against any and all liabilities, claims, losses, damages, actions, judgments, fees, costs and expenses of any kind or nature whatsoever, incurred by any Indemnitee or asserted against any Indemnitee by a person (including the PD 18 Owner, PD 23 Developer and TIRZ 2 Developer), with respect to the execution, delivery, enforcement and performance of, or arising out of or in connection with, this notice. Section 5.The City confirms that the PD 18 Owner, PD 23 Developer and TIRZ 2 Developer are the entities listed on the signature pages hereof and the holders of the rights under PD 18 Agreements, the PD 23 Developer’s Agreement and the TIRZ 2 Reimbursement Agreement, respectively. [Signature Page Follows] 173 Signature Page to City Consent Certificate Dated: _______________________________________. CITY CITY OF THE COLONY, a home rule city and political subdivision of the State of Texas By: Name: Title: 174 Signature Page to City Consent Certificate LENDER SUSSER BANK By: Name: Title: 175 Signature Page to City Consent Certificate PD 18 OWNER TRIBUTE ACQUISITIONS, LP, a Texas limited partnership By:MSW WYNNWOOD HOLDINGS, LTD. a Texas limited partnership its general partner By:MSW WYNNWOOD HOLDINGS GP, LLC a Texas limited liability company its general partner By: Adam Miller Vice President WYNNWOOD PENINSULA, LTD, a Texas limited partnership By:MATTHEWS INVESTMENTS SOUTHWEST, INC. XV a Texas corporation its Sole General Partner By: Adam Miller Vice President 176 Signature Page to City Consent Certificate PD 23 DEVELOPER TP TIF, LLC, a Texas limited liability company By:TP VENTURE HOLDINGS, L.P. a Texas limited partnership its manager By:WYNNWOOD PENINSULA PARTNERS GP, LLC a Texas limited liability company its general partner By:MATTHEWS HOLDINGS SOUTHWEST, INC. a Texas corporation its sole member and manager By: Adam Miller Vice President 177 Signature Page to City Consent Certificate TIRZ 2 DEVELOPER TP TIF, LLC, a Texas limited liability company By:TP VENTURE HOLDINGS, L.P. a Texas limited partnership its manager By:WYNNWOOD PENINSULA PARTNERS GP, LLC a Texas limited liability company its general partner By:MATTHEWS HOLDINGS SOUTHWEST, INC. a Texas corporation its sole member and manager By: Adam Miller Vice President 178 CITY OF THE COLONY, TEXAS RESOLUTION NO. 2023 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF THE COLONY, TEXAS, AUTHORIZING THE CITY MANAGER TO EXECUTE A CITY CONSENT CERTIFICATE AUTHORIZING SUSSER BANK TO RECEIVE CERTAIN TAX REBATES RELATED TO THE PD- 18 DEVELOPER’S AGREEMENT AND RELATED AMENDMENTS, THE PD-23 DEVELOPER’S AGREEMENT AND RELATED AMENDMENTS, AND THE TAX INCREMENT REINVESTMENT ZONE # 2 REIMBURSEMENT AGREEMENT; AND PROVIDING AN IMMEDIATE EFFECTIVE DATE. WHEREAS, on or about April 19, 2004, the City Council of the City of The Colony, Texas, entered into a Developer’s Agreement (the “PD-18 Developer’s Agreement”) and Economic Development Agreement with Wynnwood Peninsula, Ltd., a Texas limited partnership and MSW Wynnwood, LLC, a Texas limited liability company, concerning the development of an approximately 576.502-acre tract of land referred to as the Wynnwood Peninsula concerning PD-18; and WHEREAS,PD-18 Developer’s Agreement has been amended by an original Amendment executed on or about March 21, 2006; a Second Amendment executed on or about February 8, 2008; a Third Amendment executed on or about July 16, 2008; a Fourth Amendment executed on or about April 19, 2012; and a Fifth Amendment executed on or about February 4, 2020 (collectively referred to as the “PD-18 Amendments”); and WHEREAS,the PD-18 Developer’s Agreement, as amended by the PD-18 Amendments, concerning PD-18 is currently assigned to Tribute Acquisitions, L.P., a Texas limited partnership, and Wynnwood Peninsula, Ltd., a Texas limited partnership; and WHEREAS,on or about July16, 2019, the City Council of the City of The Colony, Texas, approved Resolution No. 2019-059, approving an Assignment of Developer’s Agreement and Economic Development Agreement (PD-18) to Tribute Acquisitions, L.P., a Texas limited partnership; and WHEREAS, on or about March 30, 2008, the City Council of the City of The Colony, Texas, entered into a Developer’s Agreement (the “PD-23 Developer’s Agreement”) with Wynnwood Peninsula Partners, L.P., a Texas limited partnership, concerning the development of an approximately 365-acre tract of land concerning PD-23; and WHEREAS,PD-23 Developer’s Agreement has been amended by a First Amendment executed on or about July 6, 2009; a Second Amendment executed on or about March 26, 2021; and a Third Amendment executed on or about February 4, 2020 (collectively referred to as the “PD-23 Amendments”); and 179 WHEREAS,the PD-23 Developer’s Agreement, as amended by the PD-23 Amendments, concerning PD-23 is currently assigned to TP TIF, LLC, a Texas limited liability company; and WHEREAS, Section 33 of the PD-18 Developer’s Agreement as amended by the PD-18 Amendmentsand Article XI of the Economic Development Agreement requires the City to consent to any assignment of the rights and obligations under said agreements; and WHEREAS,Section 2.33 of the PD-23 Developer’s Agreement as amended by the PD- 23 Amendments concerning PD-23 requires the City to consent to any assignment of the rights and obligations under said agreements; and WHEREAS,the City Council of the City of The Colony, Texas, finds and determines it is in the best interest of the City to agree to and authorize the execution of the City Consent Certificate, a copy of which is attached hereto as Exhibit A, and is incorporated herein for all purposes. 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 City Consent Certificate, attached hereto as Exhibit A, and is incorporated herein for all purposes, and authorizes the City Manager of the City of The Colony, Texas, to execute said City Consent Certificate. Section 3.This Resolution shall take effect immediately from and after its adoption and it is so resolved. PASSED, APPROVED AND EFFECTIVE THIS DAY OF JANUARY, 2023. _____________________________ Richard Boyer, Mayor City of The Colony, Texas ATTEST: Tina Stewart, TRMC, City Secretary 180 APPROVED AS TO FORM: Jeffrey L. Moore, City Attorney 181 Exhibit A City Consent Certificate 182 Agenda Item No:5.4 CITY COUNCIL Agenda Item Report Meeting Date: January 3, 2023 Submitted by: Kimberly Thompson Submitting Department: City Secretary Item Type: Resolution Agenda Section: Subject: Discuss and consider a resolution approving a Third Amendment to Ground Lease Agreement with Wynnwood Army, LLC, a Texas limited liability company. (Powell) Suggested Action: Attachments: 5.4 Third Amendment to City-Wynnwood Army Lease - Tribute (002).doc Res. 2023-xxx Third Amendment to Ground Lease Agreement - Wynnwood Army LLC.docx 183 Third Amendment to Ground Lease Agreement 4870-0474-7334v.2 THIRD AMENDMENT TO GROUND LEASE AGREEMENT This THIRD AMENDMENT TO GROUND LEASE AGREEMENT (“Amendment”) is made as of the ___ day of January, 2023 (the “Amendment Date”), by and between THE CITY OF THE COLONY, TEXAS, a municipal corporation (“Lessor”) and WYNNWOOD ARMY, LLC, a Texas limited liability company (“Lessee”) (collectively referred to as “Parties”). RECITALS WHEREAS, on or about July 1, 1997, the City and Wynnwood Peninsula, L.P., a Texas limited partnership ("Wynnwood Peninsula"), entered into the Ground Lease Agreement (the "Original Lease Agreement") concerning the lease of land located on the Wynnwood Peninsula tract and containing approximately 600acres of land; WHEREAS, on or about July 20, 1998, the Original Lease Agreement was assigned to Lessee pursuant to a First Amendment to Ground Lease Agreement by and between the City, Wynnwood Peninsula, and the Lessee (hereinafter referred toasthe"First Amendment"); WHEREAS, on or about April 21, 2008, the Original Lease was further modified by that certain Second Amendment to Ground Lease Agreement by and between Lessor and Lessee (hereinafter referred to as the "Second Amendment", and together with the Original Lease Agreement and First Amendment, collectively, the “Lease”); WHEREAS, the Corps Lease defined by Section 1.01.C of the Lease, as amended by Section 3 of the First Amendment, was superseded and replaced by that certain lease between the Secretary of the Army, as lessor, and the City of The Colony, as lessee, designated as DACW63-1-08-0613 dated effective as of June 1, 2008; and WHEREAS, the Parties desire to amend the Lease on the terms and conditions herein. AGREEMENT In consideration of the Recitals, the covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Lessor and Lessee hereby agree and acknowledge as follows: 1.Capitalized Terms: Capitalized terms not otherwise defined herein shall have the meaning specified in the Lease. 2.Corps Lease. Effective as of June 1, 2008, the first sentence of the definition of “Corps Lease” in Section 1.01.C of the Lease is hereby deleted and in lieu thereof the following is substituted: “The term ”Corps Lease” shall mean that certain lease between the Secretary of the Army, as lessor, and the City of The Colony, as lessee, designated as DACW63-1-08-0613 dated effective as of June 1, 2008, which establishes and governs the rights of the City of The Colony in regard to the Leased Premises.” 184 Third Amendment to Ground Lease Agreement 4870-0474-7334v.2 3.Exhibit. Attached hereto as Schedule 1 and incorporated herein by this reference is a copy of Lease No. DACW63-1-08-0613. Schedule 1 to this Third Amendment shall supersede and replace Exhibit B to the Original Lease Agreement and Attachment A to the First Amendment. 4.Miscellaneous. a.Incorporation. Except as modified herein, all other terms and conditions of the Lease between the parties above described are hereby ratified and shall continue in full force and effect. Lessor and Lessee shall comply with all terms of the Lease, as modified by this Amendment. In the event of a conflict between the terms of this Amendment and the terms of the Lease, the terms of this Amendment will control. b.Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original, and all of such counterparts shall constitute one Amendment. To facilitate execution of this Amendment, the parties may execute and exchange signature pages by facsimile or via electronic mail (*.pdf or similar file types). The parties further agree that counterparts of this Amendment may be signed electronically via Adobe Sign, DocuSign protocol or other electronic platform. All such signatures may be used in the place of original "wet ink" signatures to this Amendment and shall have the same legal effect as the physical delivery of an original signature. [SIGNATURES TO APPEAR ON FOLLOWING PAGE] 185 Third Amendment to Ground Lease Agreement 4870-0474-7334v.2 IN WITNESS AND AGREEMENT HEREOF, the undersigned parties, by their respective authorized officer or agent, affix their hands and seals as the date first above written. LESSOR: THE CITY OF THE COLONY, TEXAS, a Texas municipal corporation By: ________________, City Manager LESSEE: WYNNWOOD ARMY, LLC, a Texas limited liability company By: Name: Title: Authorized Signatory 186 Third Amendment to Ground Lease Agreement 4870-0474-7334v.2 Schedule 1 Corps Lease [See Attached] 187 CITY OF THE COLONY, TEXAS RESOLUTION NO. 2023 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF THE COLONY, TEXAS, APPROVING A THIRD AMENDMENT TO GROUND LEASE AGREEMENT BY AND BETWEEN THE CITY OF THE COLONY, TEXAS, AND WYNNWOOD ARMY, LLC, A TEXAS LIMITED LIABILITY COMPANY;AND PROVIDING AN IMMEDIATE EFFECTIVE DATE. WHEREAS,the City Council of the City of The Colony, Texas, finds and determines it is in the best interest of the City to approve and authorize the City Manager to execute the Third Amendment to Ground Lease Agreement by and between the City of The Colony, Texas, and Wynnwood Army, LLC, a Texas limited liability company, a copy of which is attached hereto as Exhibit A, and is incorporated herein for all purposes. 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 Manager of the City of The Colony, Texas, is hereby authorized and empowered to execute the Third Amendment to Ground Lease Agreement by and between the City of The Colony, Texas, and Wynnwood Army, LLC, a Texas limited liability company, a copy of which is attached hereto as Exhibit A, and is incorporated herein for all purposes. Section 3.This Resolution shall take effect immediately from and after its adoption and it is so resolved. PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF THE COLONY, TEXAS, THIS THE 3RD DAY OF JANUARY, 2023. ____________________________________ Richard Boyer, Mayor City of The Colony, Texas ATTEST: ____________________________________ Tina Stewart, TRMC, CMC, City Secretary 188 APPROVED AS TO FORM: ____________________________________ Jeffrey L. Moore, City Attorney 189 Exhibit A 190 Agenda Item No:5.5 CITY COUNCIL Agenda Item Report Meeting Date: January 3, 2023 Submitted by: Kimberly Thompson Submitting Department: City Secretary Item Type: Resolution Agenda Section: Subject: Discuss and consider approving a resolution authorizing the City Manager to execute a Consent to Assignment to the Assignment, Assumption, and Amendment of Sublease Agreement by and between the Wynnwood Peninsula Golf, LLC, a Texas limited liability company; Tribute Lakeside Resort, L.P., a Texas limited partnership; and Wynnwood Army, LLC, a Texas limited liability company. (Powell) Suggested Action: Attachments: Assignment Assumption and Amendment of Sublease (003).docx Res. 2023-xxx Consent to Assignment - Wynnwood Peninsula Golf LLC Tribute Lakeside Resort LP.docx 191 1 4859-0397-6769v.6 016138.00046 ASSIGNMENT, ASSUMPTION, AND AMENDMENT OFSUBLEASE AGREEMENT This ASSIGNMENT, ASSUMPTION, AND AMENDMENT OF SUBLEASE AGREEMENT (this "Assignment"), dated effective as of _____________, 2022 (the "Effective Date"), is made and entered into by and between WYNNWOOD PENINSULA GOLF, LLC, a Texas limited liability company ("Assignor"), TRIBUTE LAKESIDE RESORT, L.P., a Texas limited partnership ("Assignee"), and WYNNWOOD ARMY, LLC, a Texas limited liability company ("Sublandlord") (collectively, the “Parties”). W I T N E S S E T H: A.Pursuant to that certain Ground Lease Agreement (hereinafter called the “Original Ground Lease”) dated as of July 21, 1997, as amended by that certain First Amendment to Ground Lease Agreement, dated as of July 20, 1998 (the “First Amendment”), as further amended by that certain Second Amendment to Ground Lease Agreement, dated as of April 21, 2008 (the “Second Amendment”) and as clarified by that certain Memorandum of Understanding, dated December 6, 2016 (the “MOU”) (the Original Ground Lease, the First Amendment, the Second Amendment and MOU are hereinafter collectively referred to as the “City Ground Lease”), between the City of the Colony, Texas (the “City”) as ground lessor and Sublandlord, as ground lessee, the City subleased to Sublandlord certain lands owned by the United States of America and administered by the U.S. Army Corps of Engineers (the “Corps”) and leased to the City pursuant to that certain Department of the Army Lease to Non-State Governmental Agencies for Public Park and Recreational Purposes, Lease No. DACW 63-1-97-0677 (the “Original Corps Lease”), as more particularly described in the Corps Lease (the “Corps Land”). B.Assignor and Sublandlord are parties to that certain Sublease Agreement dated August 7, 1998 (as amended, the "Sublease"), pursuant to which Sublandlord sublet a portion of the Corps Land to Assignor, as further described in the City Ground Lease (the “Initial Golf Course Property”). C.The Corps Lease was superseded and replaced by that certain lease between the lease between the Secretary of the Army, as lessor, and the City of The Colony, as lessee, designated as DACW63-1-08-0613 dated effective as of June 1, 2008. D.Assignor hereby desires to assign, transfer, and convey, and Assignee desires to assume from Assignor, all right, title, and interest of Assignor as "Subtenant" under the Sublease, all in accordance with the terms and conditions set forth herein. E.Assignee and Sublandlord desire to amend the Sublease to expand the portion of the Corps Land subject to the Sublease to an area greater than the Initial Golf Course Property. Except as expressly amended, capitalized terms used herein but not defined shall be given the meanings assigned to them in the Sublease. A G R E E M E N T: 192 2 4859-0397-6769v.6 016138.00046 NOW, THEREFORE, in consideration of the receipt of Ten Dollars ($10.00), the assumptions by Assignee hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor and Assignee agree as follows: 1.Assignment of Sublease. As of the Effective Date, Assignor hereby assigns, transfers, and conveys to Assignee all right, title, and interest of Assignor as "Subtenant" under the Sublease. 2.Acceptance and Assumption of Sublease. As of the Effective Date, Assignee hereby accepts the foregoing assignment, and assumes and agrees to pay, perform, fulfill, and comply with all covenants, duties, and obligations to be paid, performed, fulfilled, or complied with by "Subtenant" under the Sublease, and Assignee hereby agrees to fully perform and be fully bound by such covenants, duties, and obligations. 3.Golf Course Property. From and after the Effective Date, Exhibit “B” to the Sublease is hereby deleted in its entirety and replaced with Exhibit “B-1”attached hereto and made a part hereof for all purposes. The “Golf Course Property”, as that term is defined in the Recitals of the Sublease, is hereby amended to reference the property more particularly described on Exhibit “B-1” attached hereto such that the entirety of such property is subject to the Sublease. 4.Corps Lease. The definition of “Corps Lease”, as defined in Recital A of the Sublease, is hereby amended to mean that certain lease between Secretary of the Army, as lessor, and the City of The Colony, as lessee, designated as DACW63-1-08-0613 dated effective as of June 1, 2008. 5.Condition of the Golf Course Property. Assignee acknowledges that it has inspected the Golf Course Property and is fully satisfied with its condition and accepts the same “AS-IS”. Sublandlord and Assignor have made no representations or warranties of any nature whatsoever with regard to the Golf Course Property, other than those set forth herein. Assignee will contract for, manage, and deliver any and all improvements to the Golf Course Property at its sole cost and responsibility. Sublandlord shall have no obligation or duty with regard to the preparation, payment for, or delivery of the subleased premises. 6.Binding Effect; Governing Law. This Assignment and all of the covenants and agreements contained in this Assignment shall be binding upon and shall inure to the benefit of the Parties and their respective successors and assigns. This Assignment shall be governed by the laws of the State of Texas. Except as expresslyamended hereby, the Sublease shall remain in full effect. 7.Severability. The invalidity or unenforceability of any provision of this Assignment shall not affect the validity or enforceability of any other provision hereof. 8.Entire Agreement. This Assignment constitutes the entire agreement of the Parties concerning the assignment, assumption, and amendment of the Sublease, and supersedes all prior agreements, understandings and representations relating thereto. This Assignment shall not be modified in any way except by written agreement signed by the Parties. 193 3 4859-0397-6769v.6 016138.00046 9.Further Acts. In addition to the acts recited in this Assignment, the Parties agree to perform or cause to be performed on the date of this Assignment or thereafter any and all such further acts as may be reasonably necessary to consummate the transactions contemplated by this Assignment. 10.Counterparts; Execution. This Assignment may be executed in multiple counterparts, each of which shall constitute an original, but all of which shall constitute one document. This Assignment may be executed by electronic signature, which shall be considered as an original signature for all purposes and shall have the same force and effect as an original signature. For these purposes, "electronic signature" shall mean electronically scanned and transmitted versions (e.g., via pdf file) of an original signature, signatures electronically inserted and verified by software such as Adobe Sign, or faxed versions of an original signature. [Signatures on following page.] 194 [Signature Page to Assignment, Assumption, and Amendment of Sublease Agreement] 4859-0397-6769v.6 016138.00046 IN WITNESS WHEREOF, the Parties have caused this Assignment, Assumption, and Amendment to be executed effective as of the Effective Date. ASSIGNOR:WYNNWOOD PENINSULA GOLF, LLC, a Texas limited liability company By:_______________________________ Name: _______________________________ Title: Authorized Signatory ASSIGNEE:TRIBUTE LAKESIDE RESORT, L.P., a Texas limited partnership By: MSWH-TRIBUTE HOTEL, LLC, a Texas limited liability company, Its General Partner By:_______________________________ Name:_______________________________ Title: Authorized Signatory SUBLANDLORD:WYNNWOOD ARMY, LLC, a Texas limited liability company By:_______________________________ Name: _______________________________ Title: Authorized Signatory 195 Assignment, Assumption, and Amendment of Sublease Agreement Exhibit B-1 4859-0397-6769v.6 016138.00046 EXHIBIT “B-1” Legal Description of Golf Course Property Tract 1 BEING a 252.107 acre tract of land situated in the R. Carter Survey, Abstract No. 321, the E. Carter Survey, Abstract No. 322, the J. Gray Survey, Abstract No. 485 and the P. Higgins Survey, Abstract No. 548, The Colony, Denton County, Texas, and being a part of Tract C-239A, described in Condemnation Suit U.S.A. vs. J. A. Chancy, et al, Volume 384, Page 162, of the Deed Records of Denton County, Texas (D.R.D.C.T.), a part of Tract C-241 as described in Deed to U.S.A. recorded in Volume 371, Page 17, D.R.D.C.T., a part of U.S.A. Tract C-227B as described in Condemnation recorded in Volume 373, Page 312, D.R.D.C.T., a part of U.S.A. Tract C-246, as described in Condemnation recorded in Volume 366, Page 446, D.R.D.C.T., a part of U.S.A. Tract C-243 as described in Condemnation recorded in Volume 366, Page 446, D.R.D.C.T., and being part of the land owned by U.S.A. for the Garza-Little Elm reservoir (now known as Lake Lewisville). Said 252.107 acre tract being more particularly described by metes and bounds as follows: BEGINNING at a 3/4 inch iron rod found at the Northwest corner of a 56.584 acre tract of land described in Deed to Wynnwood Peninsula, Ltd. and recorded in CC #93-R0087901 of the Real Property Records of Denton County, Texas, (R.P.R.D.C.T.) same being the Southwest corner of a 40.535, acre tract of land described in deed to Wynnwood Peninsula, Ltd. and recorded in CC #94- R0089415, R.P.R.D.C.T.; THENCE South 01 degree 26 minutes 52 seconds West, along the West line of said 56.584 acre tract, a distance of 1100.08 feet to Corp of Engineers (C.O.E.) Monument No. C241-2 found for the Southwest corner of said 56.584 acre tract and the Northwest corner of said Tract C-241; THENCE South 89 degrees 10 minutes 23 seconds East, along the North line of said Tract C-241 and the South line of said 56.584 acre tract, a distance of 400.00 feet to a 5/8 inch iron rod with yellow plastic cap stamped "CARTER BURGESS" set for corner; THENCE over and across said Tract C-241, Tract C-243, Tract C-246, Tract C-227B and said Tract C-239A, the following courses: South 00 degrees 49 minutes 37 seconds West, a distance of 669.91 feet to a 5/8 inch iron rod with yellow plastic cap stamped "CARTER BURGESS" set for corner; North 87 degrees 40 minutes 35 seconds East, a distance of 1456.38 feet to a 5/8 inch iron rod with yellow plastic cap stamped "CARTER BURGESS" set for corner; South 19 degrees 34 minutes 44 seconds West, a distance of 1720.01 feet to a 5/8 inch iron rod with yellow plastic cap stamped "CARTER BURGESS" set for corner; South 86 degrees 59 minutes 29 seconds West, a distance of 795.31 feet to a 5/8 inch iron rod with yellow plastic cap stamped "CARTER BURGESS" set for corner; 196 Assignment, Assumption, and Amendment of Sublease Agreement Exhibit B-1 4859-0397-6769v.6 016138.00046 North 02 degrees 24 minutes 40 seconds West, a distance of 219.87 feet to a 5/8 inch iron rod with yellow plastic cap stamped "CARTER BURGESS" set for corner; North 87 degrees 30 minutes 16 seconds East, a distance of 207.95 feet to a 5/8 inch iron rod with yellow plastic cap stamped "CARTER BURGESS" set for corner; North 00 degrees 49 minutes 09 seconds East, a distance of 1130.18 feet to a 5/8 inch iron rod with yellow plastic cap stamped "CARTER BURGESS" set for corner; North 88 degrees 44 minutes 45 seconds West, a distance of 408.54 feet to a 5/8 inch iron rod with yellow plastic cap stamped "CARTER BURGESS" set for corner; South 03 degrees 06 minutes 27 seconds West, a distance of 942.83 feet to a 5/8 inch iron rod with yellow plastic cap stamped "CARTER BURGESS" set for corner; South 26 degrees 49 minutes 20 seconds West, a distance of 542.22 feet to a 5/8 inch iron rod with yellow plastic cap stamped "CARTER BURGESS" set for corner; South 57 degrees 41 minutes 49 seconds West, a distance of 1637.73 feet to a 5/8 inch iron rod with yellow plastic cap stamped "CARTER BURGESS" set for corner; North 68 degrees 09 minutes 44 seconds West, a distance of 1339.78 feet to a 5/8 inch iron rod with yellow plastic cap stamped "CARTER BURGESS" set for corner; North 06 degrees 21 minutes 40 seconds East, a distance of 136.33 feet to a 5/8 inch iron rod with yellow plastic cap stamped "CARTER BURGESS" set for corner; North 04 degrees 28 minutes 43 seconds West, a distance of 292.25 feet to a 5/8 inch iron rod with yellow plastic cap stamped "CARTER BURGESS" set for corner; North 46 degrees 45 minutes 41 seconds West, a distance of 353.03 feet to a 5/8 inch iron rod with yellow plastic cap stamped "CARTER BURGESS" set for corner; North 28 degrees 36 minutes 39 seconds West, a distance of 391.11 feet to a 5/8 inch iron rod with yellow plastic cap stamped "CARTER BURGESS" set for corner; North 57 degrees 29 minutes 28 seconds East, a distance of 161.57 feet to a 5/8 inch iron rod with yellow plastic cap stamped "CARTER BURGESS" set for corner; South 84 degrees 37 minutes 01 second East, a distance of 449.00 feet to a 5/8 inch iron rod with yellow plastic cap stamped "CARTER BURGESS" set for corner; North 51 degrees 24 minutes 24 seconds East, a distance of 213.76 feet to a 5/8 inch iron rod with yellow plastic cap stamped "CARTER BURGESS" set for corner; 197 Assignment, Assumption, and Amendment of Sublease Agreement Exhibit B-1 4859-0397-6769v.6 016138.00046 North 16 degrees 04 minutes 20 seconds East, a distance of 416.23 feet to a 5/8 inch iron rod with yellow plastic cap stamped "CARTER BURGESS" set for corner; North 10 degrees 07 minutes 26 seconds East, a distance of 300.67 feet to a 5/8 inch iron rod with yellow plastic cap stamped "CARTER BURGESS" set for corner; North 01 degree 21 minutes 54 seconds East, a distance of 204.40 feet to a 5/8 inch iron rod with yellow plastic cap stamped "CARTER BURGESS" set for corner; North 17 degrees 49 minutes 03 seconds East, a distance of 427.92 feet to a 5/8 inch iron rod with yellow plastic cap stamped "CARTER BURGESS" set for corner; North 30 degrees 40 minutes 36 seconds East, a distance of 520.32 feet to a 5/8 inch iron rod with yellow plastic cap stamped "CARTER BURGESS" set for corner; North 34 degrees 30 minutes 12 seconds East, a distance of 397.10 feet to a 5/8 inch iron rod with yellow plastic cap stamped "CARTER BURGESS" set for corner; North 44 degrees 33 minutes 48 seconds East, a distance of 443.79 feet to a 5/8 inch iron rod with yellow plastic cap stamped "CARTER BURGESS"" set for corner; North 51 degrees 05 minutes 05 seconds East, a distance of 243.35 feet to a 5/8 inch iron rod with yellow plastic cap stamped "CARTER BURGESS" set for corner; North 36 degrees 36 minutes 47 seconds East, a distance of 519.46 feet to a 5/8 inch iron rod with yellow plastic cap stamped "CARTER BURGESS" set for corner; South 46 degrees 29 minutes 53 seconds East, a distance of 355.58 feet to a 5/8 inch iron rod with yellow plastic cap stamped "CARTER BURGESS" set for corner; South 89 degrees 54 minutes 55 seconds East, a distance of 511.56 feet to a 5/8 inch iron rod with yellow plastic cap stamped "CARTER BURGESS" set for corner on the West line of the aforesaid 40.535 acre tract; THENCE South 01 degrees 12 minutes 56 seconds West, along the West line of said 40.535 acre tract, a distance of 100.02 feet to the POINT OF BEGINNING, and CONTAINING 252.107 acres of land, more or less. TOGETHER WITH abutter's rights of access to and from physically open streets known as Boyd Road, also together with the improvements thereon known locally as 1000 Boyd Road, City of The Colony, Denton County, Texas. Tract 2 BEING a tract of land out of the P. Higgins Survey, Abstract No. 548, the J. Gray Survey, Abstract No. 485, the R. Dunlap Survey, Abstract No. 352, the S. Peyton Survey, Abstract No. 1009, the T. 198 Assignment, Assumption, and Amendment of Sublease Agreement Exhibit B-1 4859-0397-6769v.6 016138.00046 Luckett Survey, Abstract No. 752, and the S. Chowing Survey, Abstract No. 244, in the City of The Colony, Denton County, Texas, being part of Tract C-241 described in deed to the United States of America recorded in Volume 371, Page 17 of the Deed Records of Denton County, Texas as modified by deed recorded in Volume 468, Page 130 of the Deed Records of Denton County, Texas, being part of Tract C-243 described in deed to the United States of America recorded in Volume 382, Page 306 of the Deed Records of Denton County, Texas, being part of Tract G-603 described in deed to the United States of America recorded in Volume 383, Page 30 of the Deed Records of Denton County, Texas as modified by deed recorded in Volume 419, Page 46 of the Deed Records of Denton County, Texas and being more particularly described as follows: COMMENCING at a point for the Southwest corner of a 56.58 acre tract of land described in deed to Wynnwood Peninsula, Ltd., recorded in Denton County Clerk's File No. 93-R0087901 of the Real Property Records of Denton County, Texas; THENCE with the South line of said 56.58 acre tract, North 89 degrees 18 minutes 15 seconds East, a distance of 400.00 feet to the POINT OF BEGINNING; THENCE continuing with the South line of a 56.58 acre tract, North 89 degrees 18 minutes 15 seconds East, a distance of 1753.69 feet to a point for corner in the West line of a 324.08 acre tract described in deed to Wynnwood Peninsula, Ltd., recorded in Denton County Clerk's File No. 95- R0048821 of the Real Property Records of Denton County, Texas; THENCE with said West line, South 00 degrees 29 minutes 52 seconds East, a distance of 136.52 feet to a point for corner; THENCE with the South line of said 324.08 acre tract, North 89 degrees 09 minutes 14 seconds East, passing the Southeast corner of said a distance of 559.96 feet; THENCE leaving the South line of said 324.08 acre tract and along the shoreline of Lake Lewisville, the following courses and distances to wit: South 86 degrees 42 minutes 35 seconds East, a distance of 145.08 feet to a point for corner; South 36 degrees 11 minutes 51 seconds East, a distance of 277.47 feet to a point for corner; South 67 degrees 00 minutes 17 seconds East, a distance of 265.20 feet to a point for corner; South 78 degrees 10 minutes 26 seconds East, a distance of 358.75 feet to a point for corner; South 80 degrees 15 minutes 14 seconds East, a distance of 217.16 feet to a point for corner; South 03 degrees 24 minutes 27 seconds East, a distance of 91.86 feet to a point for corner; South 39 degrees 08 minutes 48 seconds West, a distance of 760.86 feet to a point for corner; South 72 degrees 49 minutes 36 seconds West, a distance of 284.11 feet to a point for corner; 199 Assignment, Assumption, and Amendment of Sublease Agreement Exhibit B-1 4859-0397-6769v.6 016138.00046 North 36 degrees 05 minutes 38 seconds West, a distance of 289.51 feet to a point for corner; North 83 degrees 06 minutes 43 seconds West, a distance of 306.53 feet to a point for corner; North 61 degrees 40 minutes 12 seconds West, a distance of 288.74 feet to a point for corner; South 56 degrees 19 minutes 39 seconds West, a distance of 96.44 feet to a point for corner; South 19 degrees 28 minutes 18 seconds East, a distance of 290.70 feet to a point for corner; South 33 degrees 22 minutes 30 seconds East, a distance of 261.65 feet to a point for corner; South 26 degrees 34 minutes 49 seconds East, a distance of 201.79 feet to a point for corner; South 45 degrees 49 minutes 33 seconds West, a distance of 167.86 feet to a point for corner; South 10 degrees 43 minutes 12 seconds West, a distance of 125.85 feet to a point for corner; South 73 degrees 25 minutes 23 seconds West, a distance of 163.99 feet to a point for corner; South 15 degrees 04 minutes 41 seconds West, a distance of 179.98 feet to a point for corner; South 03 degrees 39 minutes 52 seconds East, a distance of 148.98 feet to a point for corner; South 39 degrees 26 minutes 47 seconds East, a distance of 194.75 feet to a point for corner; South 46 degrees 09 minutes 53 seconds West, a distance of 236.44 feet to a point for corner; South 00 degrees 59 minutes 18 seconds West, a distance of 193.86 feet to a point for corner; North 77 degrees 09 minutes 00 seconds West, a distance of 315.57 feet to a point for corner; South 77 degrees 00 minutes 49 seconds West, a distance of 89.23 feet to a point for corner; South 44 degrees 00 minutes 50 seconds West, a distance of 269.53 feet to a point for corner; South 87 degrees 54 minutes 13 seconds West, a distance of 288.31 feet to a point for corner; South 73 degrees 02 minutes 40 seconds West, a distance of 206.27 feet to a point for corner; South 23 degrees 30 minutes 45 seconds West, a distance of 251.48 feet to a point for corner; South 32 degrees 40 minutes 21 seconds East, a distance of 190.88 feet to a point for corner; South 47 degrees 42 minutes 13 seconds East, a distance of 199.69 feet to a point for corner; 200 Assignment, Assumption, and Amendment of Sublease Agreement Exhibit B-1 4859-0397-6769v.6 016138.00046 North 89 degrees 14 minutes 12 seconds West, a distance of 250.84 feet to a point for corner; South 49 degrees 20 minutes 37 seconds West, a distance of 282.12 feet to a point for corner; South 00 degrees 59 minutes 18 seconds West, a distance of 193.86 feet to a point for corner; North 77 degrees 09 minutes 00 seconds West, a distance of 315.57 feet to a point for corner; South 77 degrees 00 minutes 49 seconds West, a distance of 89.23 feet to a point for corner; South 44 degrees 00 minutes 50 seconds West, a distance of 269.53 feet to a point for corner; South 87 degrees 54 minutes 13 seconds West, a distance of 288.31 feet to a point for corner; South 73 degrees 02 minutes 40 seconds West, a distance of 206.27 feet to a point for corner; South 23 degrees 30 minutes 45 seconds West, a distance of 251.48 feet to a point for corner; South 32 degrees 40 minutes 21 seconds East, a distance of 190.88 feet to a point for corner; South 47 degrees 42 minutes 13 seconds East, a distance of 199.69 feet to a point for corner; North 89 degrees 14 minutes 12 seconds West, a distance of 250.84 feet to a point for corner; South 49 degrees 20 minutes 37 seconds West, a distance of 282.12 feet to a point for corner; South 89 degrees 11 minutes 36 seconds West, a distance of 585.46 feet to a point for corner; North 32 degrees 29 minutes 18 seconds West, a distance of 522.99 feet to a point for corner; North 39 degrees 49 minutes 27 seconds East, a distance of 339.41 feet to a point for corner; North 32 degrees 34 minutes 02 seconds West, a distance of 186.38 feet to a point for corner; South 80 degrees 47 minutes 42 seconds West, a distance of 501.40 feet to a point for corner; South 38 degrees 52 minutes 35 seconds West, a distance of 416.57 feet to a point for corner; South 14 degrees 04 minutes 03 seconds East, a distance of 601.36 feet to a point for corner; South 00 degrees 49 minutes 08 seconds West, a distance of 522.22 feet to a point for corner; South 33 degrees 42 minutes 29 seconds West, a distance of 295.91 feet to a point for corner; South 56 degrees 19 minutes 40 seconds West, a distance of 376.71 feet to a point for corner; 201 Assignment, Assumption, and Amendment of Sublease Agreement Exhibit B-1 4859-0397-6769v.6 016138.00046 South 37 degrees 53 minutes 38 seconds East,a distance of 170.15 feet to a point for corner; South 04 degrees 24 minutes 06 seconds West, a distance of 194.52 feet to a point for corner; North 64 degrees 59 minutes 53 seconds West, a distance of 247.09 feet to a point for corner; South 85 degrees 36 minutes 15 seconds West, a distance of 97.32 feet to a point for corner; South 48 degrees 35 minutes 44 seconds West, a distance of 338.26 feet to a point for corner; South 49 degrees 46 minutes 58 seconds East, a distance of 571.39 feet to a point for corner; South 05 degrees 02 minutes 45 seconds East, a distance of 254.61 feet to a point for corner; South 35 degrees 22 minutes 51 seconds West, a distance of 283.62 feet to a point for corner; South 32 degrees 01 minute 22 seconds East, a distance of 140.77 feet to a point for corner; South 17 degrees 39 minutes 41 seconds West, a distance of 172.23 feet to a point for corner; North 86 degrees 49 minutes 20 seconds West, a distance of 269.14 feet to a point for corner; North 58 degrees 27 minutes 57 seconds West, a distance of 499.19 feet to a point for corner; South 37 degrees 42 minutes 47 seconds West, a distance of 414.89 feet to a point for corner; South 60 degrees 57 minutes 43 seconds West, a distance of 307.36 feet to a point for corner; North 69 degrees 50 minutes 31 seconds West, a distance of 389.63 feet to a point for corner; North 09 degrees 28 minutes 07 seconds West, a distance of 317.62 feet to a point for corner; North 20 degrees 20 minutes 09 seconds East, a distance of 214.79 feet to a point for corner; North 15 degrees 15 minutes 54 seconds East, a distance of 340.22 feet to a point for corner; North 23 degrees 27 minutes 44 seconds East, a distance of 674.94 feet to a point for corner; North 07 degrees 24 minutes 43 seconds East, a distance of 752.23 feet to a point for corner; North 04 degrees 24 minutes 06 seconds West, a distance of 680.82 feet to a point for corner; North 11 degrees 48 minutes 37 seconds West, a distance of 510.59 feet to a point for corner; North 17 degrees 15 minutes 09 seconds West, a distance of 226.52 feet to a point for corner; 202 Assignment, Assumption, and Amendment of Sublease Agreement Exhibit B-1 4859-0397-6769v.6 016138.00046 North 35 degrees 15 minutes 28 seconds East, a distance of 289.54 feet to a point for the Southerly most Southeast corner of a 252.10 acre tract of land described in Sublease Agreement recorded in Denton County Clerk's File No. 93-R0073558 of the Real Property Records of Denton County, Texas; THENCE with the South line of said 252.10 acre tract, South 69 degrees 41 minutes 21 seconds East, a distance of 1339.78 feet to the Southeast corner of said 252.10 acre tract; THENCE with the Easterly lines of said 252.10 acre tract of land, the following courses and distances to wit: North 56 degrees 10 minutes 12 seconds East, a distance of 1637.73 feet to a point for corner; North 25 degrees 17 minutes 43 seconds East, a distance of 542.22 feet to a point for corner; North 01 degree 34 minutes 50 seconds East, a distance of 942.83 feet to a point for corner; North 89 degrees 43 minutes 58 seconds East, a distance of 408.54 feet to a point for corner; South 00 degrees 42 minutes 28 seconds East, a distance of 1130.18 feet to a point for corner; South 85 degrees 58 minutes 39 seconds West, a distance of 207.95 feet to a point for corner; South 03 degrees 56 minutes 17 seconds East, a distance of 219.87 feet to a point for corner; North 85 degrees 27 minutes 52 seconds East, a distance of 795.31 feet to a point for corner; North 18 degrees 03 minutes 07 seconds East, a distance of 1720.01 feet to a point for the Southeast corner of a 2.63 acre tract of land described in Sublease Agreement recorded in Denton County Clerk's File No. 93-R0073558 of the Real Property Records of Denton County, Texas; THENCE with the Northerly lines of said 2.63 acre tract of land, the following courses and distances to wit: South 86 degrees 06 minutes 56 seconds West, a distance of 326.88 feet to a point for corner; North 88 degrees 59 minutes 31 seconds West, a distance of 600.61 feet to a point for corner; North 78 degrees 17 minutes 30 seconds West, a distance of 392.97 feet to a point for corner; North 04 degrees 12 minutes 21 seconds East, a distance of 232.01 feet to a point for corner; North 85 degrees 28 minutes 03 seconds West, a distance of 164.03 feet to a point in the East line of said 252.10 acre tract of land; 203 Assignment, Assumption, and Amendment of Sublease Agreement Exhibit B-1 4859-0397-6769v.6 016138.00046 THENCE with said East lines, North 00 degrees 41 minutes 45 seconds West, a distance of 259.46 feet to the POINT OF BEGINNING and containing 288.97 acres of land, more or less. 204 [Consent to Assignment] 4859-0397-6769v.6 016138.00046 CONSENT TO ASSIGNMENT In connection with the foregoing Assignment, Assumption, and Amendment of Sublease Agreement to which this Consent to Assignment (this “Consent”) is attached, the City of the Colony, Texas (“Lessor”) hereby acknowledges and agrees with Wynnwood Peninsula Golf, LLC, a Texas limited liability partnership ("Assignor"), Tribute Lakeside Resort, LP, a Texas limited partnership ("Assignee"), and Wynnwood Army, LLC, a Texas limited liability company ("Sublandlord"), as of the Effective Date, as follows: 1. Lessor, the “Lessor” under the City Ground Lease, hereby consents (i) to the assignment by Assignor, of Assignor’s interest in the Sublease to Assignee, and (ii) the modification of the terms of the Sublease as provided in the Assignment. 2. Any capitalized term not otherwise defined in this Consent shall have the meaning ascribed to such term in the Assignment, Assumption, and Amendment of Sublease Agreement to which this Consent is attached. [Signature Page to Follow.] 205 [Signature Page to Consent to Assignment] 4859-0397-6769v.6 016138.00046 IN WITNESS WHEREOF, Lessor, intending to be legally bound hereby, has executed and delivered this Consent to Assignment on the date of acknowledgment below, but effective as of the Effective Date. LESSOR: CITY OF THE COLONY, TEXAS By: Name: Title: 206 CITY OF THE COLONY, TEXAS RESOLUTION NO. 2023 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF THE COLONY, TEXAS, AUTHORIZING THE CITY MANAGER TO EXECUTE A CONSENT TO ASSIGNMENT TO THE ASSIGNMENT, ASSUMPTION, AND AMENDMENT OF SUBLEASE AGREEMENT BY AND BETWEEN THE WYNNWOOD PENINSULA GOLF, LLC, A TEXAS LIMITED LIABILITY COMPANY; TRIBUTE LAKESIDE RESORT, L.P., A TEXAS LIMITED PARTNERSHIP; AND WYNNWOOD ARMY, LLC, A TEXAS LIMITED LIABILITY COMPANY; AND PROVIDING AN IMMEDIATE EFFECTIVE DATE WHEREAS,the City Council of the City of The Colony, Texas, finds and determines it is in the best interest of the City to approve and authorize the City Manager to execute a Consent to Assignment in connection with the Assignment, Assumption, and Amendment of Sublease Agreement by and between the Wynnwood Peninsula Golf, LLC, a Texas limited liability company; Tribute Lakeside Resort, L.P., a Texas limited partnership; and Wynnwood Army, LLC, a Texas limited liability company, a copy of which is attached hereto as Exhibit A, and is incorporated herein for all purposes. 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 Manager of the City of The Colony, Texas, is hereby authorized and empowered to execute the Consent to Assignment in connection with the Assignment, Assumption, and Amendment of Sublease Agreement by and between the Wynnwood Peninsula Golf, LLC, a Texas limited liability company; Tribute Lakeside Resort, L.P., a Texas limited partnership; and Wynnwood Army, LLC, a Texas limited liability company, a copy of which is attached hereto as Exhibit A, and is incorporated herein for all purposes. Section 3.This Resolution shall take effect immediately from and after its adoption and it is so resolved. PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF THE COLONY, TEXAS, THIS THE 3RD DAY OF JANUARY, 2023. _______________________________ Richard Boyer, Mayor City of The Colony, Texas 207 ATTEST: ____________________________________ Tina Stewart, TRMC, CMC, City Secretary APPROVED AS TO FORM: ____________________________________ Jeffrey L. Moore, City Attorney 208 Exhibit A 209 Agenda Item No:5.6 CITY COUNCIL Agenda Item Report Meeting Date: January 3, 2023 Submitted by: Kimberly Thompson Submitting Department: City Secretary Item Type: Resolution Agenda Section: Subject: Discuss and consider approving a resolution authorizing the City Manager to execute an agreement regarding Ground Lease with Centennial Bank, an Arkansas State Bank, and Republic Title of Texas, Inc. (Powell) Suggested Action: Attachments: Agreement Regarding Ground Lease - Centennial Bank and Republic Title of Texas Inc.docx Res. 2023-xxx Agreement Regarding Ground Lease - Centennial Bank and Republic Title.docx 210 AGREEMENT REGARDING GROUND LEASE PAGE 1 OF 7 When Recorded, Return To: Centennial Bank P.O. Box 906 Conway, Arkansas 72033 Loan No. 3750110120 NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER’S LICENSE NUMBER. AGREEMENT REGARDING GROUND LEASE THE STATE OF TEXAS § § COUNTY OF DENTON § This Agreement Regarding Ground Lease (this “Agreement) is made as of __________, 20__ (the “Effective Date”), by and among the CITY OF THE COLONY, TEXAS, a Texas home-rule municipality (“Ground Lessor”), in favor of CENTENNIAL BANK, an Arkansas state bank (“Bank”) and REPUBLIC TITLE OF TEXAS, INC., as agent for First American Title Insurance Company (the “Title Company”). RECITALS A.Ground Lessor is the owner of a leasehold interest in and to the real property in Denton County, Texas, which is described on Exhibit “A” attached hereto and made a part hereof for all purposes (the “Premises”). Ground Lessor’s interest in the Premises is derived from a certain Department of the Army Lease to Non-Governmental Agencies for Public Park and Recreational Purposes dated effective as of October 9, 1997, as superseded and replaced by that certain Department of the Army Lease to Non- Governmental Agencies for Public Park and Recreational Purposes dated effective as of June 1, 2008 (the “Prime Lease”), by and between the Secretary of the Army (the “Prime Landlord”) and Ground Lessor. B.Pursuant to a certain Ground Lease Agreement, dated July 21, 1997 (the “Ground Lease Agreement”), Ground Lessor leased the Premises to Wynnwood Peninsula, L.P., a Texas limited partnership (“Wynnwood Peninsula”). Wynnwood Peninsula assigned its rights under Ground Lease Agreement to WYNNWOOD ARMY, LLC, a Texas limited liability company (“Wynnwood Army”), pursuant to that certain First Amendment to Ground Lease Agreement, dated July 20, 1998. The Ground Lease Agreement was further amended by a Second Amendment to Ground Lease Agreement, dated April 21, 2008, by and between Ground Lessor and Wynnwood Army whereby the Premises was amended, and on December 6, 2016 the Ground Lease Agreement was clarified as evidenced by a certain Memorandum of Understanding, dated December 6, 2016, by and between Ground Lessor and Wynnwood Army. The Ground Lease Agreement and all of the foregoing amendments are collectively referred to as the “Ground Lease.” 211 AGREEMENT REGARDING GROUND LEASE PAGE 2 OF 7 C.Wynnwood Army has subleased a portion of the Premises described in Exhibit “B” attached hereto and incorporated herein (the “Golf Course Premises”) to Wynnwood Peninsula Golf, LLC, a Texas limited liability company (“Wynnwood Peninsula”), pursuant to a certain Sublease Agreement dated August 7, 1998 (the “Sublease”). D.Wynnwood Peninsula has requested that Ground Lessor consent to the assignment of Wynnwood Peninsula’s right, title, and interest in and to the Sublease to TRIBUTE LAKESIDE RESORT, L.P., a Texas limited partnership “Borrower”), and that the Sublease be expanded to encompass the portion of the Premises described in Exhibit “C” attached hereto and incorporated herein (the “Golf Courses”). There are two (2) separate eighteen (18) hole golf courses and related amenities located on the Golf Courses. E.Whenever the term “Ground Lease” is used hereinafter, the same shall mean and include the Ground Lease only as it applies to the Golf Courses and no other real property. F.Borrower has requested that Bank advance a loan in the principal amount of $60,000,000.00 (the “Loan”). The Loan will be secured in part, by the lien and provisions of a certain Leasehold Deed of Trust, Security Agreement, Financing Statement and Assignment of Rents (the “Leasehold Deed of Trust”), covering, among other things, all of Borrower’s right, title and interest under the Sublease. The Leasehold Deed of Trust and all of the other documents and instruments which evidence or secure the Loan are sometimes collectively called the “Loan Documents.” G.As a condition to Bank’s agreement to advance the Loan to Borrower and the Title Company issuing one or more policies of title insurance in connection with the Loan, and as a material inducement to Bank and the Title Company to do so, Bank and the Title Company have required that Borrower obtain this Agreement for the benefit of Bank and the Title Company. H.CAPITALIZED TERMS NOT OTHERWISE DEFINED SHALL HAVE THE MEANINGS GIVEN TO THEM IN THE GROUND LEASE. NOW THEREFORE, in consideration of the agreements contained herein and of the payment to Ground Lessor of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and to induce Bank to make the Loan, Ground Lessor, Wynnwood Army, Bank and Borrower agree as follows: 1.Default by Borrower. Ground Lessor hereby agrees to deliver written notice to Bank of any default by Wynnwood Army under the Ground Lease simultaneously with the giving of such notice to Wynnwood Army, which written notice shall specifically describe each alleged default of Wynnwood Army. Following Bank’s receipt of any such notice, Bank shall have the right, but shall not be obligated, to cure any such default of Wynnwood Army as follows: (a)within twenty (20) days after Bank’s receipt of a written default notice from Ground Lessor in the event the alleged default is a failure by Wynnwood Army to pay any of its monetary obligations under the Ground Lease attributable to the Golf Courses; or (b)within thirty (30) days after Bank’s receipt of a written default notice from Ground Lessor in the event the alleged default is not a failure by Wynnwood Army to pay any of its 212 AGREEMENT REGARDING GROUND LEASE PAGE 3 OF 7 monetary obligations under the Ground Lease; provided, however, that in the case of any non- monetary default attributable to the Golf Courses which cannot with diligence be cured within the said thirty (30) day period, if within such thirty (30) day period Bank provides Ground Lessor written notice of the curative measures which it proposes to undertake and proceeds promptly to initiate such measures to cure such default, and thereafter prosecutes the curing of such default with diligence and continuity, the time within which such failure may be cured shall be extended for such period as may be necessary to complete the curing of such default with diligence and continuity, not to exceed one hundred twenty (120) days following the receipt by Bank of a written notice of said default. 2.Acquisition of Golf Courses by Bank. If Bank succeeds to the interest of Borrower and to the Sublease by means of foreclosure under the Leasehold Deed of Trust, by means of a transfer in lieu of such foreclosure, or by any other means due to the failure or inability of Borrower to pay the indebtedness secured by the Leasehold Deed of Trust or to perform any of its obligations under the Loan Documents (collectively, a “Bank Foreclosure”), Ground Lessor shall hereafter accept, recognize and treat Bank as Wynnwood Army under the Sublease. Ground Lessor agrees that upon a Bank Foreclosure and written request by Bank, (i) Ground Lessor shall unilaterally amend the Ground Lease to remove the Golf Courses from the terms and conditions of the Ground Lease (and by execution of the attached Joinder Agreement, Wynnwood Army and Borrower hereby authorize Ground Lessor to so amend the Ground Lease), (ii) simultaneously with the foregoing amendment to the Ground Lease, Ground Lessor shall enter into a new written lease with Bank for the Golf Courses on the same terms and conditions as the Ground Lease, as modified by this Agreement (the “New Lease”), and (iii) the Sublease shall terminate simultaneously with the commencement of the New Lease. Bank may thereafter, with the consent of Ground Lessor, sell, convey, assign, transfer or sublet, in whole or in part, its right, title and interest in and to the New Lease. 3.Approval of Assignment and Expansion. Ground Lessor hereby approves and consents to (i) the assignment of all Wynnwood Army’s right, title, and interest in and to the Sublease to Borrower and (ii) the expansion of the Sublease to encompass the Project Premises in its entirety (collectively, the “Assignment and Modification”). Notwithstanding the requirements of Article 16 of the Ground Lease, solely in connection with the Assignment and Modification, Ground Lessor hereby waives and Wynnwood Army shall have no obligation to obtain the express written approval of the District Engineer of the Assignment and Modification. 4.Representations by Ground Lessor. Ground Lessor hereby represents and warrants the following to Bank: (a)Ground Lessor acknowledges the Loan; (b)Ground Lessor acknowledges that the Golf Courses will be operated by The Golf Clubs at the Tribute, LLC, a Texas limited liability company,in accordance with the operational standards established by the Ground Lease; (c)Neither the Ground Lease nor the Prime Lease have been modified, altered or amended except as described herein, and the Ground Lease and the Prime Lease are each in full force and effect; (d)Ground Lessor has not received any notice of default from the Prime Landlord under the Prime Lease; 213 AGREEMENT REGARDING GROUND LEASE PAGE 4 OF 7 (e)Wynnwood Army is not in default of any of its obligations under the Ground Lease and no events have occurred which, with notice, the passage of time or both, would constitute a default in any of Wynnwood Army’s obligations under the Ground Lease; (f)Except as described herein, Ground Lessor has no knowledge of any prior assignment or pledge of Wynnwood Army’s interest in the Ground Lease; (g)Ground Lessor has not mortgaged or otherwise encumbered its interest in the Premises; (h)To the best of Ground Lessor’s knowledge, Ground Lessor has no current right to terminate the Ground Lease based on any acts or omissions of Wynnwood Army as of the date hereof; (i)Ground Lessor has all requisite power and authority to execute and deliver this Agreement; (j)Ground Lessor approves and consents to that certain Easement Agreement dated 09/22/2003 by and between Wynwood and Wynwood Peninsula filed 09/24/2003, recorded in Volume 5424, Page 410, Real Property Records, Denton County, Texas (the “Easement”); and (k)To the best of Ground Lessor’s knowledge, the Lease, Sublease and Easement have been approved by the Prime Landlord. 5.Covenants and Agreements by Ground Lessor. Ground Lessor hereby covenants to and agrees with and for the benefit of Bank as follows: (a)The Ground Lease shall not be amended or modified after the date hereof without Bank’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed; (b)Ground Lessor will not amend or modify or agree to terminate the Prime Lease without Bank’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed; (c)Ground Lessor shall not mortgage or encumber the Golf Course Premises or any of its interests therein without Bank’s prior written consent (which consent shall not be unreasonably withheld), except for mortgages and other encumbrances which are subject and subordinate in the Leasehold Deed of Trust; (d)In the event of any termination of the Ground Lease (including, without limitation, any termination pursuant to the Federal Bankruptcy Code), (i) Bank shall have the right to require that Ground Lessor enter into a new lease agreement with Bank within forty-five ( 45) days after the date on which Bank receives written notice of the termination of the Ground Lease, and (ii) subject to the approval of the Prime Landlord, Ground Lessor and Bank shall enter into such new lease agreement on the same terms and conditions as the Ground Lease, as modified by this Agreement, within thirty (30) days after Ground Lessor receives Bank’s request; (e)Ground Lessor shall deliver to Bank copies of any and all notices received by Ground Lessor that Ground Lessor is in default under the terms of the Prime Lease or that the Prime 214 AGREEMENT REGARDING GROUND LEASE PAGE 5 OF 7 Lease has been or will be terminated, within fifteen (15) days of Ground Lessor’s receipt of such notice. 6.Subordination of Lien. Ground Lessor hereby subordinates, for the term of the Loan, all liens and security interests of every kind against the inventory, furniture, fixtures and equipment located on the Premises (“Personalty”), including but not limited to, the lien and security interest described in Section 4.03 of the Ground Lease to the liens and security interests of Bank in the Personalty. Bank shall have the right to remove the Personalty from the Premises only during the term of the Ground Lease and for a period of sixty (60) days after Ground Lessor has given written notice to Bank that the Ground Lease has been terminated. If Bank undertakes such removal, Bank shall be obligated to repair, at Bank’s expense, any damage to the Premises caused by the removal of any Personalty. If Bank fails to remove such Personalty during the term of the Ground Lease or within sixty (60) days after receiving written notice from Ground Lessor of the termination of the Ground Lease, such Personalty shall be deemed to have been abandoned by such Bank. 7.Notice of Leasehold Deed of Trust. This Agreement shall constitute notice to Ground Lessor of the Leasehold Deed of Trust. Bank’s address for notice is as set forth below. 8.Notices. All notices given under this Agreement (and under the Ground Lease to Bank) shall be in writing and shall be given in accordance with the requirements of Section 30.01 of the Ground Lease. The respective address for Ground Lessor and Bank are as follows: Ground Lessor:City of The Colony, Texas 6800 Main Street The Colony, Texas 75056-0008 Attn: City Manager Bank:Centennial Bank One Hanover Park 16633 North Dallas Parkway, Suite 350 Addison, Texas 75001 The address to which any notice or other writing must be sent to either party hereto may be changed upon written notice given by such party as provided in the Ground Lease. 9.Conflict. In the event of any conflict between the terms of this Agreement and any of the terms of the Ground Lease, the terms of this Agreement shall govern and control. 10.Further Acts. Ground Lessor agrees to execute and deliver to Bank from time to time such reasonable certification as Bank may request with respect to the performance by Ground Lessor and Terms of their respective obligations under the Ground Lease. In addition, the Ground Lessor agrees to execute and deliver to Bank from time to time such other reasonable documents and instruments as may be requested in order to effectuate the terms of this Agreement IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date. [Signature Pages Follow] 215 AGREEMENT REGARDING GROUND LEASE PAGE 6 OF 7 GROUND LESSOR: CITY OF THE COLONY, TEXAS, a Texas home-rule municipality, By: Troy C. Powell, City Manager Address for Notices: 6800 Main Street The Colony, Texas 75056-0008 Attn: City Manager THE STATE OF TEXAS § § COUNTY OF DENTON § This Agreement was acknowledged before me on the __ day of January, 2023, by Troy C. Powell, City Manager of the City of The Colony, Texas,a Texas home-rule municipality, on behalf of said municipality. __________________________________________ Notary Public, State of Texas 216 AGREEMENT REGARDING GROUND LEASE PAGE 7 OF 7 BANK: CENTENNIAL BANK, an Arkansas state bank By: Julie Blakeley, Division President Address for Notices: One Hanover Park 16633 North Dallas Parkway, Suite 350 Addison, Texas 75001 THE STATE OF TEXAS § § COUNTY OF § This Agreement was acknowledged before me on the __ day of ______________, 20__, by Julie Blakeley, Division President of Centennial Bank, an Arkansas state bank, on behalf of said bank. __________________________________________ Notary Public, State of Texas 217 [Joinder Agreement to Agreement Regarding Ground Lease] JOINDER AGREEMENT The undersigned is executing and delivering this Joinder Agreement dated as of ____________ ___, 202_ (this “Joinder”) pursuant to that certain Agreement Regarding Ground Lease dated ____________ ___, 202_ (the “Agreement”) executed by the CITY OF THE COLONY, TEXAS, a Texas municipal corporation (“Ground Lessor”) in favor of CENTENNIAL BANK, an Arkansas state bank (“Bank”) AND REPUBLIC TITLE OF TEXAS, INC., as agent for First American Title Insurance Company (the “Title Company”), to which this Joinder is attached. CAPITALIZED TERMS NOT OTHERWISE DEFINED SHALL HAVE THE MEANINGS GIVEN TO THEM IN THE AGREEMENT. By executing and delivering this Joinder, the undersigned hereby acknowledge and agree that in the event of a Bank Foreclosure, the undersigned hereby (i) authorize Ground Lessor to unilaterally amend the Ground Lease to remove the Golf Courses from the terms and conditions of the Ground Lease, and (ii) acknowledge that the Sublease shall terminate simultaneously with the commencement of the New Lease. [Signature Pages Follow] 218 [Signature Page to Joinder Agreement] WYNNWOOD ARMY: WYNNWOOD ARMY, LLC, a Texas limited liability company By: Name: Title: Authorized Signatory THE STATE OF TEXAS § § COUNTY OF § This Agreement was acknowledged before me on the __ day of _____________, 20__, by __________________, Authorized Signatory of Wynnwood Army, LLC, a Texas limited liability company, on behalf of said corporation and limited liability company. __________________________________________ Notary Public, State of Texas 219 [Signature Page to Joinder Agreement] BORROWER: TRIBUTE LAKESIDE RESORT, L.P., a Texas limited partnership By: MSWH-TRIBUTE HOTEL, LLC, a Texas limited liability company, Its General Partner By:_______________________________ Name: ______________________________ Title:_______________________________ THE STATE OF TEXAS § § COUNTY OF § This Agreement was acknowledged before me on the __ day of _____________, 20__, by __________________, __________ of MSWH-TRIBUTE HOTEL, LLC, a Texas limited liability company, the general partner of Tribute Lakeside Resort, L.P., a Texas limited partnership, on behalf of said limited liability company and limited partnership. __________________________________________ Notary Public, State of Texas 220 EXHIBIT “A” PAGE 1 OF 1 EXHIBIT “A” TO AGREEMENT REGARDING GROUND LEASE [See Attached] 221 EXHIBIT “A” PAGE 2 OF 1 222 EXHIBIT “B” PAGE 1 OF 1 EXHIBIT “B” TO AGREEMENT REGARDING GROUND LEASE BEING a 252.107 acre tract of land situated in the R. Carter Survey, Abstract No. 321, the E. Carter Survey, Abstract No. 322, the J. Gray Survey, Abstract No. 485 and the P. Higgins Survey, Abstract No. 548, The Colony, Denton County, Texas, and being a part of Tract C-239A, described in Condemnation Suit U.S.A. vs. J. A. Chancy, et al, Volume 384, Page 162, of the Deed Records of Denton County, Texas (D.R.D.C.T.), a part of Tract C-241 as described in Deed to U.S.A. recorded in Volume 371, Page 17, D.R.D.C.T., a part of U.S.A. Tract C-227B as described in Condemnation recorded in Volume 373, Page 312, D.R.D.C.T., a part of U.S.A. Tract C-246, as described in Condemnation recorded in Volume 366, Page 446, D.R.D.C.T., a part of U.S.A. Tract C-243 as described in Condemnation recorded in Volume 366, Page 446, D.R.D.C.T., and being part of the land owned by U.S.A. for the Garza-Little Elm reservoir (now known as Lake Lewisville). Said 252.107 acre tract being more particularly described by metes and bounds as follows: BEGINNING at a 3/4 inch iron rod found at the Northwest corner of a 56.584 acre tract of land described in Deed to Wynnwood Peninsula, Ltd. and recorded in CC #93-R0087901 of the Real Property Records of Denton County, Texas, (R.P.R.D.C.T.) same being the Southwest corner of a 40.535, acre tract of land described in deed to Wynnwood Peninsula, Ltd. and recorded in CC #94-R0089415, R.P.R.D.C.T.; THENCE South 01 degree 26 minutes 52 seconds West, along the West line of said 56.584 acre tract, a distance of 1100.08 feet to Corp of Engineers (C.O.E.) Monument No. C241-2 found for the Southwest corner of said 56.584 acre tract and the Northwest corner of said Tract C-241; THENCE South 89 degrees 10 minutes 23 seconds East, along the North line of said Tract C-241 and the South line of said 56.584 acre tract, a distance of 400.00 feet to a 5/8 inch iron rod with yellow plastic cap stamped "CARTER BURGESS" set for corner; THENCE over and across said Tract C-241, Tract C-243, Tract C-246, Tract C-227B and said Tract C- 239A, the following courses: South 00 degrees 49 minutes 37 seconds West, a distance of 669.91 feet to a 5/8 inch iron rod with yellow plastic cap stamped "CARTER BURGESS" set for corner; North 87 degrees 40 minutes 35 seconds East, a distance of 1456.38 feet to a 5/8 inch iron rod with yellow plastic cap stamped "CARTER BURGESS" set for corner; South 19 degrees 34 minutes 44 seconds West, a distance of 1720.01 feet to a 5/8 inch iron rod with yellow plastic cap stamped "CARTER BURGESS" set for corner; South 86 degrees 59 minutes 29 seconds West, a distance of 795.31 feet to a 5/8 inch iron rod with yellow plastic cap stamped "CARTER BURGESS" set for corner; 223 EXHIBIT “B” PAGE 2 OF 1 North 02 degrees 24 minutes 40 seconds West, a distance of 219.87 feet to a 5/8 inch iron rod with yellow plastic cap stamped "CARTER BURGESS" set for corner; North 87 degrees 30 minutes 16 seconds East, a distance of 207.95 feet to a 5/8 inch iron rod with yellow plastic cap stamped "CARTER BURGESS" set for corner; North 00 degrees 49 minutes 09 seconds East, a distance of 1130.18 feet to a 5/8 inch iron rod with yellow plastic cap stamped "CARTER BURGESS" set for corner; North 88 degrees 44 minutes 45 seconds West, a distance of 408.54 feet to a 5/8 inch iron rod with yellow plastic cap stamped "CARTER BURGESS" set for corner; South 03 degrees 06 minutes 27 seconds West, a distance of 942.83 feet to a 5/8 inch iron rod with yellow plastic cap stamped "CARTER BURGESS" set for corner; South 26 degrees 49 minutes 20 seconds West, a distance of 542.22 feet to a 5/8 inch iron rod with yellow plastic cap stamped "CARTER BURGESS" set for corner; South 57 degrees 41 minutes 49 seconds West, a distance of 1637.73 feet to a 5/8 inch iron rod with yellow plastic cap stamped "CARTER BURGESS" set for corner; North 68 degrees 09 minutes 44 seconds West, a distance of 1339.78 feet to a 5/8 inch iron rod with yellow plastic cap stamped "CARTER BURGESS" set for corner; North 06 degrees 21 minutes 40 seconds East, a distance of 136.33 feet to a 5/8 inch iron rod with yellow plastic cap stamped "CARTER BURGESS" set for corner; North 04 degrees 28 minutes 43 seconds West, a distance of 292.25 feet to a 5/8 inch iron rod with yellow plastic cap stamped "CARTER BURGESS" set for corner; North 46 degrees 45 minutes 41 seconds West, a distance of 353.03 feet to a 5/8 inch iron rod with yellow plastic cap stamped "CARTER BURGESS" set for corner; North 28 degrees 36 minutes 39 seconds West, a distance of 391.11 feet to a 5/8 inch iron rod with yellow plastic cap stamped "CARTER BURGESS" set for corner; North 57 degrees 29 minutes 28 seconds East, a distance of 161.57 feet to a 5/8 inch iron rod with yellow plastic cap stamped "CARTER BURGESS" set for corner; South 84 degrees 37 minutes 01 second East, a distance of 449.00 feet to a 5/8 inch iron rod with yellow plastic cap stamped "CARTER BURGESS" set for corner; North 51 degrees 24 minutes 24 seconds East, a distance of 213.76 feet to a 5/8 inch iron rod with yellow plastic cap stamped "CARTER BURGESS" set for corner; 224 EXHIBIT “B” PAGE 3 OF 1 North 16 degrees 04 minutes 20 seconds East, a distance of 416.23 feet to a 5/8 inch iron rod with yellow plastic cap stamped "CARTER BURGESS" set for corner; North 10 degrees 07 minutes 26 seconds East, a distance of 300.67 feet to a 5/8 inch iron rod with yellow plastic cap stamped "CARTER BURGESS" set for corner; North 01 degree 21 minutes 54 seconds East, a distance of 204.40 feet to a 5/8 inch iron rod with yellow plastic cap stamped "CARTER BURGESS" set for corner; North 17 degrees 49 minutes 03 seconds East, a distance of 427.92 feet to a 5/8 inch iron rod with yellow plastic cap stamped "CARTER BURGESS" set for corner; North 30 degrees 40 minutes 36 seconds East, a distance of 520.32 feet to a 5/8 inch iron rod with yellow plastic cap stamped "CARTER BURGESS" set for corner; North 34 degrees 30 minutes 12 seconds East, a distance of 397.10 feet to a 5/8 inch iron rod with yellow plastic cap stamped "CARTER BURGESS" set for corner; North 44 degrees 33 minutes 48 seconds East, a distance of 443.79 feet to a 5/8 inch iron rod with yellow plastic cap stamped "CARTER BURGESS"" set for corner; North 51 degrees 05 minutes 05 seconds East, a distance of 243.35 feet to a 5/8 inch iron rod with yellow plastic cap stamped "CARTER BURGESS" set for corner; North 36 degrees 36 minutes 47 seconds East, a distance of 519.46 feet to a 5/8 inch iron rod with yellow plastic cap stamped "CARTER BURGESS" set for corner; South 46 degrees 29 minutes 53 seconds East, a distance of 355.58 feet to a 5/8 inch iron rod with yellow plastic cap stamped "CARTER BURGESS" set for corner; South 89 degrees 54 minutes 55 seconds East, a distance of 511.56 feet to a 5/8 inch iron rod with yellow plastic cap stamped "CARTER BURGESS" set for corner on the West line of the aforesaid 40.535 acre tract; THENCE South 01 degrees 12 minutes 56 seconds West, along the West line of said 40.535 acre tract, a distance of 100.02 feet to the POINT OF BEGINNING, and CONTAINING 252.107 acres of land, more or less. TOGETHER WITH abutter's rights of access to and from physically open streets known as Boyd Road, also together with the improvements thereon known locally as 1000 Boyd Road, City of The Colony, Denton County, Texas. 225 EXHIBIT “C” PAGE 1 OF 1 EXHIBIT “C” TO AGREEMENT REGARDING GROUND LEASE Tract 1 BEING a 252.107 acre tract of land situated in the R. Carter Survey, Abstract No. 321, the E. Carter Survey, Abstract No. 322, the J. Gray Survey, Abstract No. 485 and the P. Higgins Survey, Abstract No. 548, The Colony, Denton County, Texas, and being a part of Tract C-239A, described in Condemnation Suit U.S.A. vs. J. A. Chancy, et al, Volume 384, Page 162, of the Deed Records of Denton County, Texas (D.R.D.C.T.), a part of Tract C-241 as described in Deed to U.S.A. recorded in Volume 371, Page 17, D.R.D.C.T., a part of U.S.A. Tract C-227B as described in Condemnation recorded in Volume 373, Page 312, D.R.D.C.T., a part of U.S.A. Tract C-246, as described in Condemnation recorded in Volume 366, Page 446, D.R.D.C.T., a part of U.S.A. Tract C-243 as described in Condemnation recorded in Volume 366, Page 446, D.R.D.C.T., and being part of the land owned by U.S.A. for the Garza-Little Elm reservoir (now known as Lake Lewisville). Said 252.107 acre tract being more particularly described by metes and bounds as follows: BEGINNING at a 3/4 inch iron rod found at the Northwest corner of a 56.584 acre tract of land described in Deed to Wynnwood Peninsula, Ltd. and recorded in CC #93-R0087901 of the Real Property Records of Denton County, Texas, (R.P.R.D.C.T.) same being the Southwest corner of a 40.535, acre tract of land described in deed to Wynnwood Peninsula, Ltd. and recorded in CC #94-R0089415, R.P.R.D.C.T.; THENCE South 01 degree 26 minutes 52 seconds West, along the West line of said 56.584 acre tract, a distance of 1100.08 feet to Corp of Engineers (C.O.E.) Monument No. C241-2 found for the Southwest corner of said 56.584 acre tract and the Northwest corner of said Tract C-241; THENCE South 89 degrees 10 minutes 23 seconds East, along the North line of said Tract C-241 and the South line of said 56.584 acre tract, a distance of 400.00 feet to a 5/8 inch iron rod with yellow plastic cap stamped "CARTER BURGESS" set for corner; THENCE over and across said Tract C-241, Tract C-243, Tract C-246, Tract C-227B and said Tract C- 239A, the following courses: South 00 degrees 49 minutes 37 seconds West, a distance of 669.91 feet to a 5/8 inch iron rod with yellow plastic cap stamped "CARTER BURGESS" set for corner; North 87 degrees 40 minutes 35 seconds East, a distance of 1456.38 feet to a 5/8 inch iron rod with yellow plastic cap stamped "CARTER BURGESS" set for corner; South 19 degrees 34 minutes 44 seconds West, a distance of 1720.01 feet to a 5/8 inch iron rod with yellow plastic cap stamped "CARTER BURGESS" set for corner; South 86 degrees 59 minutes 29 seconds West, a distance of 795.31 feet to a 5/8 inch iron rod with yellow plastic cap stamped "CARTER BURGESS" set for corner; 226 EXHIBIT “C” PAGE 2 OF 1 North 02 degrees 24 minutes 40 seconds West, a distance of 219.87 feet to a 5/8 inch iron rod with yellow plastic cap stamped "CARTER BURGESS" set for corner; North 87 degrees 30 minutes 16 seconds East, a distance of 207.95 feet to a 5/8 inch iron rod with yellow plastic cap stamped "CARTER BURGESS" set for corner; North 00 degrees 49 minutes 09 seconds East, a distance of 1130.18 feet to a 5/8 inch iron rod with yellow plastic cap stamped "CARTER BURGESS" set for corner; North 88 degrees 44 minutes 45 seconds West, a distance of 408.54 feet to a 5/8 inch iron rod with yellow plastic cap stamped "CARTER BURGESS" set for corner; South 03 degrees 06 minutes 27 seconds West, a distance of 942.83 feet to a 5/8 inch iron rod with yellow plastic cap stamped "CARTER BURGESS" set for corner; South 26 degrees 49 minutes 20 seconds West, a distance of 542.22 feet to a 5/8 inch iron rod with yellow plastic cap stamped "CARTER BURGESS" set for corner; South 57 degrees 41 minutes 49 seconds West, a distance of 1637.73 feet to a 5/8 inch iron rod with yellow plastic cap stamped "CARTER BURGESS" set for corner; North 68 degrees 09 minutes 44 seconds West, a distance of 1339.78 feet to a 5/8 inch iron rod with yellow plastic cap stamped "CARTER BURGESS" set for corner; North 06 degrees 21 minutes 40 seconds East, a distance of 136.33 feet to a 5/8 inch iron rod with yellow plastic cap stamped "CARTER BURGESS" set for corner; North 04 degrees 28 minutes 43 seconds West, a distance of 292.25 feet to a 5/8 inch iron rod with yellow plastic cap stamped "CARTER BURGESS" set for corner; North 46 degrees 45 minutes 41 seconds West, a distance of 353.03 feet to a 5/8 inch iron rod with yellow plastic cap stamped "CARTER BURGESS" set for corner; North 28 degrees 36 minutes 39 seconds West, a distance of 391.11 feet to a 5/8 inch iron rod with yellow plastic cap stamped "CARTER BURGESS" set for corner; North 57 degrees 29 minutes 28 seconds East, a distance of 161.57 feet to a 5/8 inch iron rod with yellow plastic cap stamped "CARTER BURGESS" set for corner; South 84 degrees 37 minutes 01 second East, a distance of 449.00 feet to a 5/8 inch iron rod with yellow plastic cap stamped "CARTER BURGESS" set for corner; North 51 degrees 24 minutes 24 seconds East, a distance of 213.76 feet to a 5/8 inch iron rod with yellow plastic cap stamped "CARTER BURGESS" set for corner; 227 EXHIBIT “C” PAGE 3 OF 1 North 16 degrees 04 minutes 20 seconds East, a distance of 416.23 feet to a 5/8 inch iron rod with yellow plastic cap stamped "CARTER BURGESS" set for corner; North 10 degrees 07 minutes 26 seconds East, a distance of 300.67 feet to a 5/8 inch iron rod with yellow plastic cap stamped "CARTER BURGESS" set for corner; North 01 degree 21 minutes 54 seconds East, a distance of 204.40 feet to a 5/8 inch iron rod with yellow plastic cap stamped "CARTER BURGESS" set for corner; North 17 degrees 49 minutes 03 seconds East, a distance of 427.92 feet to a 5/8 inch iron rod with yellow plastic cap stamped "CARTER BURGESS" set for corner; North 30 degrees 40 minutes 36 seconds East, a distance of 520.32 feet to a 5/8 inch iron rod with yellow plastic cap stamped "CARTER BURGESS" set for corner; North 34 degrees 30 minutes 12 seconds East, a distance of 397.10 feet to a 5/8 inch iron rod with yellow plastic cap stamped "CARTER BURGESS" set for corner; North 44 degrees 33 minutes 48 seconds East, a distance of 443.79 feet to a 5/8 inch iron rod with yellow plastic cap stamped "CARTER BURGESS"" set for corner; North 51 degrees 05 minutes 05 seconds East, a distance of 243.35 feet to a 5/8 inch iron rod with yellow plastic cap stamped "CARTER BURGESS" set for corner; North 36 degrees 36 minutes 47 seconds East, a distance of 519.46 feet to a 5/8 inch iron rod with yellow plastic cap stamped "CARTER BURGESS" set for corner; South 46 degrees 29 minutes 53 seconds East, a distance of 355.58 feet to a 5/8 inch iron rod with yellow plastic cap stamped "CARTER BURGESS" set for corner; South 89 degrees 54 minutes 55 seconds East, a distance of 511.56 feet to a 5/8 inch iron rod with yellow plastic cap stamped "CARTER BURGESS" set for corner on the West line of the aforesaid 40.535 acre tract; THENCE South 01 degrees 12 minutes 56 seconds West, along the West line of said 40.535 acre tract, a distance of 100.02 feet to the POINT OF BEGINNING, and CONTAINING 252.107 acres of land, more or less. TOGETHER WITH abutter's rights of access to and from physically open streets known as Boyd Road, also together with the improvements thereon known locally as 1000 Boyd Road, City of The Colony, Denton County, Texas. Tract 2 228 EXHIBIT “C” PAGE 4 OF 1 BEING a tract of land out of the P. Higgins Survey, Abstract No. 548, the J. Gray Survey, Abstract No. 485, the R. Dunlap Survey, Abstract No. 352, the S. Peyton Survey, Abstract No. 1009, the T. Luckett Survey, Abstract No. 752, and the S. Chowing Survey, Abstract No. 244, in the City of The Colony, Denton County, Texas, being part of Tract C-241 described in deed to the United States of America recorded in Volume 371, Page 17 of the Deed Records of Denton County, Texas as modified by deed recorded in Volume 468, Page 130 of the Deed Records of Denton County, Texas, being part of Tract C- 243 described in deed to the United States of America recorded in Volume 382, Page 306 of the Deed Records of Denton County, Texas, being part of Tract G-603 described in deed to the United States of America recorded in Volume 383, Page 30 of the Deed Records of Denton County, Texas as modified by deed recorded in Volume 419, Page 46 of the Deed Records of Denton County, Texas and being more particularly described as follows: COMMENCING at a point for the Southwest corner of a 56.58 acre tract of land described in deed to Wynnwood Peninsula, Ltd., recorded in Denton County Clerk's File No. 93-R0087901 of the Real Property Records of Denton County, Texas; THENCE with the South line of said 56.58 acre tract, North 89 degrees 18 minutes 15 seconds East, a distance of 400.00 feet to the POINT OF BEGINNING; THENCE continuing with the South line of a 56.58 acre tract, North 89 degrees 18 minutes 15 seconds East, a distance of 1753.69 feet to a point for corner in the West line of a 324.08 acre tract described in deed to Wynnwood Peninsula, Ltd., recorded in Denton County Clerk's File No. 95-R0048821 of the Real Property Records of Denton County, Texas; THENCE with said West line, South 00 degrees 29 minutes 52 seconds East, a distance of 136.52 feet to a point for corner; THENCE with the South line of said 324.08 acre tract, North 89 degrees 09 minutes 14 seconds East, passing the Southeast corner of said a distance of 559.96 feet; THENCE leaving the South line of said 324.08 acre tract and along the shoreline of Lake Lewisville, the following courses and distances to wit: South 86 degrees 42 minutes 35 seconds East, a distance of 145.08 feet to a point for corner; South 36 degrees 11 minutes 51 seconds East, a distance of 277.47 feet to a point for corner; South 67 degrees 00 minutes 17 seconds East, a distance of 265.20 feet to a point for corner; South 78 degrees 10 minutes 26 seconds East, a distance of 358.75 feet to a point for corner; South 80 degrees 15 minutes 14 seconds East, a distance of 217.16 feet to a point for corner; South 03 degrees 24 minutes 27 seconds East, a distance of 91.86 feet to a point for corner; 229 EXHIBIT “C” PAGE 5 OF 1 South 39 degrees 08 minutes 48 seconds West, a distance of 760.86 feet to a point for corner; South 72 degrees 49 minutes 36 seconds West, a distance of 284.11 feet to a point for corner; North 36 degrees 05 minutes 38 seconds West, a distance of 289.51 feet to a point for corner; North 83 degrees 06 minutes 43 seconds West, a distance of 306.53 feet to a point for corner; North 61 degrees 40 minutes 12 seconds West, a distance of 288.74 feet to a point for corner; South 56 degrees 19 minutes 39 seconds West, a distance of 96.44 feet to a point for corner; South 19 degrees 28 minutes 18 seconds East, a distance of 290.70 feet to a point for corner; South 33 degrees 22 minutes 30 seconds East, a distance of 261.65 feet to a point for corner; South 26 degrees 34 minutes 49 seconds East, a distance of 201.79 feet to a point for corner; South 45 degrees 49 minutes 33 seconds West, a distance of 167.86 feet to a point for corner; South 10 degrees 43 minutes 12 seconds West, a distance of 125.85 feet to a point for corner; South 73 degrees 25 minutes 23 seconds West, a distance of 163.99 feet to a point for corner; South 15 degrees 04 minutes 41 seconds West, a distance of 179.98 feet to a point for corner; South 03 degrees 39 minutes 52 seconds East, a distance of 148.98 feet to a point for corner; South 39 degrees 26 minutes 47 seconds East, a distance of 194.75 feet to a point for corner; South 46 degrees 09 minutes 53 seconds West, a distance of 236.44 feet to a point for corner; South 00 degrees 59 minutes 18 seconds West, a distance of 193.86 feet to a point for corner; North 77 degrees 09 minutes 00 seconds West, a distance of 315.57 feet to a point for corner; South 77 degrees 00 minutes 49 seconds West, a distance of 89.23 feet to a point for corner; South 44 degrees 00 minutes 50 seconds West, a distance of 269.53 feet to a point for corner; South 87 degrees 54 minutes 13 seconds West, a distance of 288.31 feet to a point for corner; South 73 degrees 02 minutes 40 seconds West, a distance of 206.27 feet to a point for corner; South 23 degrees 30 minutes 45 seconds West, a distance of 251.48 feet to a point for corner; 230 EXHIBIT “C” PAGE 6 OF 1 South 32 degrees 40 minutes 21 seconds East, a distance of 190.88 feet to a point for corner; South 47 degrees 42 minutes 13 seconds East, a distance of 199.69 feet to a point for corner; North 89 degrees 14 minutes 12 seconds West, a distance of 250.84 feet to a point for corner; South 49 degrees 20 minutes 37 seconds West, a distance of 282.12 feet to a point for corner; South 00 degrees 59 minutes 18 seconds West, a distance of 193.86 feet to a point for corner; North 77 degrees 09 minutes 00 seconds West, a distance of 315.57 feet to a point for corner; South 77 degrees 00 minutes 49 seconds West, a distance of 89.23 feet to a point for corner; South 44 degrees 00 minutes 50 seconds West, a distance of 269.53 feet to a point for corner; South 87 degrees 54 minutes 13 seconds West, a distance of 288.31 feet to a point for corner; South 73 degrees 02 minutes 40 seconds West, a distance of 206.27 feet to a point for corner; South 23 degrees 30 minutes 45 seconds West, a distance of 251.48 feet to a point for corner; South 32 degrees 40 minutes 21 seconds East, a distance of 190.88 feet to a point for corner; South 47 degrees 42 minutes 13 seconds East, a distance of 199.69 feet to a point for corner; North 89 degrees 14 minutes 12 seconds West, a distance of 250.84 feet to a point for corner; South 49 degrees 20 minutes 37 seconds West, a distance of 282.12 feet to a point for corner; South 89 degrees 11 minutes 36 seconds West, a distance of 585.46 feet to a point for corner; North 32 degrees 29 minutes 18 seconds West, a distance of 522.99 feet to a point for corner; North 39 degrees 49 minutes 27 seconds East, a distance of 339.41 feet to a point for corner; North 32 degrees 34 minutes 02 seconds West, a distance of 186.38 feet to a point for corner; South 80 degrees 47 minutes 42 seconds West, a distance of 501.40 feet to a point for corner; South 38 degrees 52 minutes 35 seconds West, a distance of 416.57 feet to a point for corner; South 14 degrees 04 minutes 03 seconds East, a distance of 601.36 feet to a point for corner; 231 EXHIBIT “C” PAGE 7 OF 1 South 00 degrees 49 minutes 08 seconds West, a distance of 522.22 feet to a point for corner; South 33 degrees 42 minutes 29 seconds West, a distance of 295.91 feet to a point for corner; South 56 degrees 19 minutes 40 seconds West, a distance of 376.71 feet to a point for corner; South 37 degrees 53 minutes 38 seconds East, a distance of 170.15 feet to a point for corner; South 04 degrees 24 minutes 06 seconds West, a distance of 194.52 feet to a point for corner; North 64 degrees 59 minutes 53 seconds West, a distance of 247.09 feet to a point for corner; South 85 degrees 36 minutes 15 seconds West, a distance of 97.32 feet to a point for corner; South 48 degrees 35 minutes 44 seconds West, a distance of 338.26 feet to a point for corner; South 49 degrees 46 minutes 58 seconds East, a distance of 571.39 feet to a point for corner; South 05 degrees 02 minutes 45 seconds East, a distance of 254.61 feet to a point for corner; South 35 degrees 22 minutes 51 seconds West, a distance of 283.62 feet to a point for corner; South 32 degrees 01 minute 22 seconds East, a distance of 140.77 feet to a point for corner; South 17 degrees 39 minutes 41 seconds West, a distance of 172.23 feet to a point for corner; North 86 degrees 49 minutes 20 seconds West, a distance of 269.14 feet to a point for corner; North 58 degrees 27 minutes 57 seconds West, a distance of 499.19 feet to a point for corner; South 37 degrees 42 minutes 47 seconds West, a distance of 414.89 feet to a point for corner; South 60 degrees 57 minutes 43 seconds West, a distance of 307.36 feet to a point for corner; North 69 degrees 50 minutes 31 seconds West, a distance of 389.63 feet to a point for corner; North 09 degrees 28 minutes 07 seconds West, a distance of 317.62 feet to a point for corner; North 20 degrees 20 minutes 09 seconds East, a distance of 214.79 feet to a point for corner; North 15 degrees 15 minutes 54 seconds East, a distance of 340.22 feet to a point for corner; North 23 degrees 27 minutes 44 seconds East, a distance of 674.94 feet to a point for corner; North 07 degrees 24 minutes 43 seconds East, a distance of 752.23 feet to a point for corner; 232 EXHIBIT “C” PAGE 8 OF 1 North 04 degrees 24 minutes 06 seconds West, a distance of 680.82 feet to a point for corner; North 11 degrees 48 minutes 37 seconds West, a distance of 510.59 feet to a point for corner; North 17 degrees 15 minutes 09 seconds West, a distance of 226.52 feet to a point for corner; North 35 degrees 15 minutes 28 seconds East, a distance of 289.54 feet to a point for the Southerly most Southeast corner of a 252.10 acre tract of land described in Sublease Agreement recorded in Denton County Clerk's File No. 93-R0073558 of the Real Property Records of Denton County, Texas; THENCE with the South line of said 252.10 acre tract, South 69 degrees 41 minutes 21 seconds East, a distance of 1339.78 feet to the Southeast corner of said 252.10 acre tract; THENCE with the Easterly lines of said 252.10 acre tract of land, the following courses and distances to wit: North 56 degrees 10 minutes 12 seconds East, a distance of 1637.73 feet to a point for corner; North 25 degrees 17 minutes 43 seconds East, a distance of 542.22 feet to a point for corner; North 01 degree 34 minutes 50 seconds East, a distance of 942.83 feet to a point for corner; North 89 degrees 43 minutes 58 seconds East, a distance of 408.54 feet to a point for corner; South 00 degrees 42 minutes 28 seconds East, a distance of 1130.18 feet to a point for corner; South 85 degrees 58 minutes 39 seconds West, a distance of 207.95 feet to a point for corner; South 03 degrees 56 minutes 17 seconds East, a distance of 219.87 feet to a point for corner; North 85 degrees 27 minutes 52 seconds East, a distance of 795.31 feet to a point for corner; North 18 degrees 03 minutes 07 seconds East, a distance of 1720.01 feet to a point for the Southeast corner of a 2.63 acre tract of land described in Sublease Agreement recorded in Denton County Clerk's File No. 93-R0073558 of the Real Property Records of Denton County, Texas; THENCE with the Northerly lines of said 2.63 acre tract of land, the following courses and distances to wit: South 86 degrees 06 minutes 56 seconds West, a distance of 326.88 feet to a point for corner; North 88 degrees 59 minutes 31 seconds West, a distance of 600.61 feet to a point for corner; North 78 degrees 17 minutes 30 seconds West, a distance of 392.97 feet to a point for corner; 233 EXHIBIT “C” PAGE 9 OF 1 North 04 degrees 12 minutes 21 seconds East, a distance of 232.01 feet to a point for corner; North 85 degrees 28 minutes 03 seconds West, a distance of 164.03 feet to a point in the East line of said 252.10 acre tract of land; THENCE with said East lines, North 00 degrees 41 minutes 45 seconds West, a distance of 259.46 feet to the POINT OF BEGINNING and containing 288.97 acres of land, more or less. 234 CITY OF THE COLONY, TEXAS RESOLUTION NO. 2023 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF THE COLONY, TEXAS, APPROVING AN AGREEMENT REGARDING GROUND LEASE BY AND BETWEEN THE CITY OF THE COLONY, TEXAS, CENTENNIAL BANK, AN ARKANSAS STATE BANK, AND REPUBLIC TITLE OF TEXAS, INC., AND AUTHORIZING THE CITY MANAGER TO EXECUTE SAID AGREEMENT; AND PROVIDING AN IMMEDIATE EFFECTIVE DATE WHEREAS,the City Council of the City of The Colony, Texas, finds and determines it is in the best interest of the City to approve and authorize the City Manager to execute the Agreement Regarding Ground Lease by and between the City of The Colony, Texas, Centennial Bank, an Arkansas state bank, and Republic Title of Texas, Inc., a copy of which is attached hereto as Exhibit A, and is incorporated herein for all purposes. 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 Manager of the City of The Colony, Texas, is hereby authorized and empowered to execute the Agreement Regarding Ground Lease by and between the City of The Colony, Texas, Centennial Bank, an Arkansas state bank, and Republic Title of Texas, Inc., a copy of which is attached hereto as Exhibit A, and is incorporated herein for all purposes. Section 3.This Resolution shall take effect immediately from and after its adoption and it is so resolved. PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF THE COLONY, TEXAS, THIS THE 3RD DAY OF JANUARY, 2023. _________________________________ Richard Boyer, Mayor City of The Colony, Texas ATTEST: ____________________________________ Tina Stewart, TRMC, CMC, City Secretary 235 APPROVED AS TO FORM: ____________________________________ Jeffrey L. Moore, City Attorney 236 Exhibit A 237 Agenda Item No:6.1 CITY COUNCIL Agenda Item Report Meeting Date: January 3, 2023 Submitted by: Kimberly Thompson Submitting Department: City Secretary Item Type: Discussion Agenda Section: Subject: A. Council shall convene into a closed executive session pursuant to Sections 551.072 and 551.087 of the Texas Government Code to deliberate regarding purchase, exchange, lease or value of real property and commercial or financial information the city has received from a business prospect(s), and to deliberate the offer of a financial or other incentive to a business prospect(s). B. Council shall convene into a closed executive session pursuant to Sections 551.071 of the Texas Government Code to receive legal advice from the City Attorney regarding contemplated litigation – Chapter 54 action or similar cause of action - Block A, Lot 20R of the Haven Hills Mobile Home Estates – 7435 Anderlan Road. Suggested Action: Attachments: 238 Agenda Item No:7.1 CITY COUNCIL Agenda Item Report Meeting Date: January 3, 2023 Submitted by: Kimberly Thompson Submitting Department: City Secretary Item Type: Discussion Agenda Section: Subject: A. Any action as a result of executive session regarding purchase, exchange, lease or value of real property and commercial or financial information the city has received from a business prospect(s), and the offer of a financial or other incentive to a business prospect(s). B. Any action as a result of executive session regarding contemplated litigation – Chapter 54 action or similar cause of action - Block A, Lot 20R of the Haven Hills Mobile Home Estates – 7435 Anderlan Road. Suggested Action: Attachments: 239