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HomeMy WebLinkAboutOrdinance No. 2024-2578 1775.016\874945.7 City of The Colony Public Improvement District No. 1 Annual Preliminary Service and Assessment Plan Update (Assessment Year October 1, 2024 to September 30, 2025) Approved by City Council on September 3nd, 2024 The Colony Public Improvement District No. 1 Annual Service and Assessment Plan Update - Page 2 1775.016\874945.7 SECTION 1 INTRODUCTION Unless otherwise defined, all capitalized terms used in this "City of The Colony Public Improvement District No. 1 Annual Service and Assessment Plan Update (Assessment Year October 1, 2024 to September 30, 2025)" (this "SAP Update") shall have the meanings set forth in that certain City of The Colony Public Improvement District No. 1 Amended and Restated Service and Assessment Plan, originally approved on February 7, 2013, recorded in the real property records of Denton County, Texas as Document No. 2013-20487, and as updated and most recently amended, restated, and consolidated on January 19, 2021 (the "Service and Assessment Plan") by Ordinance No. 2021-2430 adopted by the City Council on January 19, 2021. Unless otherwise defined, all references to "Section" mean a section of this SAP Update, and all references to "Exhibit" mean an exhibit to this SAP Update. 1.1 On October 8, 2012, the City Council of the City of The Colony, Texas (the "City Council" and the "City") passed and approved Resolution No. 2012-073 creating The Colony Public Improvement District No. 1 (the "District") pursuant to Chapter 372, Texas Local Government Code, as amended (the "Act"). The District includes within its boundaries approximately 439.12 contiguous acres located within the corporate limits of the City south of and adjacent to the Sam Rayburn Tollway (State Highway 121), north of and adjacent to Plano Parkway, and west of Spring Creek Parkway which property is described by metes and bounds on Exhibit A and depicted on Exhibit A-1 (the "Property"). 1.2 The Act governs the process by which the Public Improvements Cost is allocated to and assessed against the Property. This process requires the preparation of an ongoing service plan (a "Service Plan"), an assessment plan (an "Assessment Plan"), and an assessment roll (an "Assessment Roll"). 1.3 The Act requires the preparation, and the presentment to, and review and approval by, the City Council, of a Service Plan that must: (1) cover a period of at least five years; (2) define the annual indebtedness and projected costs of the Public Improvements; and (3) include a copy of the notice form required by Section 5.014 of the Texas Property Code, as amended. The Service Plan must be reviewed and updated at least annually to determine the annual budget for the Public Improvements. The City Council may approve the Service Plan only by Ordinance; and, upon approval, a copy of the Service Plan must be filed with the County Clerk of Denton County, Texas, the County in which all of the District is located, not later than the seventh (7th) day after the date of such approval. The Service Plan is contained in Section 4. 1.4 The Act requires the Service Plan to include an Assessment Plan. The Assessment Plan assesses the Public Improvements Cost against the Property on the basis of the special benefits conferred upon the Property by the Public Improvements. The Public Improvements Cost may be assessed in any manner that results in imposing equal shares of the cost on Parcels similarly benefited. The special benefit of the Public Improvements is being apportioned by this Service and Assessment Plan to the Property in the amount of the Public Improvements Cost. The Assessment Plan is contained in Section 5. The Colony Public Improvement District No. 1 Annual Service and Assessment Plan Update - Page 3 1775.016\874945.7 1.5 The Act also requires the City Council to review and update the Service Plan annually for the purpose of determining the annual budget for the Public Improvements. The annual budget for the Public Improvements is contained in Section 6. The Act states that the Service Plan may be amended or updated only by Ordinance. Upon approval of an amendment or update of the Service Plan, including the notice form required by Section 5.014 of the Texas Property Code, as amended, the City Council shall file a copy of the amended or updated Service Plan with the County Clerk of Denton County, Texas, the County in which all of the District is located, not later than the seventh (7th) day after the date of such approval. 1.6 The Act requires the preparation of an Assessment Roll after the total Public Improvements Cost has been determined. The Assessment Roll must state the assessment against each Parcel determined by the method of assessment chosen by the City Council in the Assessment Plan. The assessment against a Parcel must be sufficient to pay the share of the Public Improvements Cost allocated to the Parcel and cannot exceed the special benefit conferred upon the Parcel. The Assessment Roll is contained in Section 7. 1.7 A summary of the chronological history of City Council actions for the District is attached as Exhibit F. SECTION 2 2013 FACILITY PUBLIC IMPROVEMENTS 2.1 The portion of the Property described as Grandscape Addition Lot 1/Block A consisting of 81.99 acres and identified as Denton Central Appraisal District ("Denton CAD") Tax Parcel No. 657618, and the portion of the Property described as Grandscape Additional Lot 2/Block A consisting of 25.48 acres and identified by Denton CAD Tax Parcel No. 657619 (collectively, the "Facility Property") is developed with a mixed-use facility which includes approximately 1,280,000 square feet for warehouse and distribution uses, approximately 25,000 square feet for a regional corporate headquarters, approximately 546,000 square feet for retail sales to the general public and surface and structured parking (collectively, the "Facility"). The development of the Facility Property required construction of the 2013 Public Improvements that specially benefit the Facility Property. 2.2. In connection with the 2013 Project Infrastructure Bonds to finance a portion of the costs of the 2013 Public Improvements, the City approved the Original Service and Assessment Plan for the District by adopting the 2013 Assessment Ordinance on February 7, 2013. The 2013 Assessment Ordinance levied an Assessment in the amount of $83,400,000.00 (the "2013 Facility Public Improvement Assessment") against the Facility Property for the portion of the 2013 Public Improvements Cost that the City Council determined conferred a special benefit on the Facility Property. As authorized by the Act, the 2013 Assessment Ordinance deferred the assessment of the remainder of the 2013 Public Improvements Cost in the amount of $11,400,000.00 for the portion of the 2013 Public Improvements that specially benefit the Related Development Property (the "2013 Related Development Deferred Assessment") until the portion of the Related Development Property that is specially benefited by the 2013 Public Improvements could be identified. The 2013 Assessment Ordinance also deferred the assessment of the Related Development Public Improvements Cost against the Related Development Property until the portion(s) of the Related Development Property that are specially benefited by the Related The Colony Public Improvement District No. 1 Annual Service and Assessment Plan Update - Page 4 1775.016\874945.7 Development Public Improvements could be identified. As described below, the City has levied and intends to continue levying Additional Facility Assessments against the Facility Property for costs of Additional Facility Public Improvements (that do not include the 2013 Public Improvements) and has levied and intends to continue levying Assessments against the Related Development Property for a portion of the costs of the Related Development Public Improvements (that do not include the 2013 Public Improvements). 2.3 The 2013 Facility Public Improvements have been constructed by or on behalf of the Corporations using, in part, the net proceeds of the 2013 Project Infrastructure Bonds. The 2013 Facility Public Improvements fall into the following categories: (i) water, wastewater, and drainage facilities or improvements, including sanitary sewer facilities, storm water detention and retention facilities, and utility relocations related to such improvements; (ii) street and roadway improvements, including related traffic signalization, signage, sidewalks, curbs, gutters, streetscape, landscaping, drainage improvements, and utility relocations related to such street and roadway improvements; (iii) mass transit facilities; (iv) park improvements, (v) landscapin g; (vi) lighting and signage; (vii) pedestrian malls; and (viii) site improvements for any of the foregoing, including, but not limited to, grading, erosion control, wetlands mitigation, and floodplain reclamation. The 2013 Public Improvements are more particularly described in the engineering report titled PUBLIC IMPROVEMENTS REPORT, The City of The Colony Public Improvement District No. 1, The Colony, Texas dated November 30, 2012, prepared by Graham Associates, Inc. (the "2013 Official Report"), a copy of which report is attached as Exhibit B to the Service and Assessment Plan. All 2013 Facility Public Improvements, and portions of the Property on which the 2013 Facility Public Improvements have been constructed, will remain owned by the City. 2.4 The 2013 Facility Public Improvement Assessment was pledged, on a pro-rata basis (based on the par amount of each series of 2013 Project Infrastructure Bonds issued as a percentage of the total par amount of all 2013 Project Infrastructure Bonds), as additional security for each series of 2013 Project Infrastructure Bonds in the event of a Debt Service Shortfall. Assessment Revenue generated from the 2013 Facility Public Improvement Assessment, if collected by the City in the event of Debt Service Shortfall, that is pledged to pay Debt Service Shortfall for any one series of the 2013 Project Infrastructure Bonds is not pledged to pay Debt Service Shortfalls for any other series of 2013 Project Infrastructure Bonds. In connection with each series of 2013 Project Infrastructure Bonds, each respective issuer of the 2013 Project Infrastructure Bonds entered into a reimbursement agreement relating to each respective series of 2013 Project Infrastructure Bonds (such agreements are referred to collectively as the "2013 Reimbursement Agreements"). On January 19, 2021, the City issued its 2021 LGC Tax Refunding Bonds that refunded all of the outstanding 2013 LGC Tax Bonds; and, the City entered into a 2021 LGC Tax Bonds Reimbursement Agreement relating to the 2021 LGC Tax Refunding Bonds. The 2021 LGC Tax Bonds Reimbursement Agreement pledged the portion of the 2013 Facility Public Improvement Assessments previously allocated to the 2013 LGC Tax Bonds to the 2021 LGC Tax Refunding Bonds and replaced the 2013 LGC Tax Bonds Reimbursement Agreement in its entirety. Public Improvement Bonds secured in whole or in part by Assessments levied against Property in the District as additional security in the event of a Debt Service Shortfall, including the 2013 Project Infrastructure Bonds (but excluding the 2013 LGC Tax Bonds which were refunded by the 2021 LGC Tax Refunding Bonds) and the 2021 LGC Tax Refunding Bonds, are referred to collectively as "Project Infrastructure Bonds." The 2013 Reimbursement Agreements together with the 2021 LGC Tax Bonds Reimbursement Agreement are referred to collectively as the "Reimbursement The Colony Public Improvement District No. 1 Annual Service and Assessment Plan Update - Page 5 1775.016\874945.7 Agreements." Assessment Revenue from the 2013 Facility Public Improvement Assessment levied against the Facility Property as additional security for any series of Project Infrastructure Bonds will be collected in the event of a Debt Service Shortfall in Semi-Annual Installments and deposited into the PID Operating Account as described below in Section 5.9 below. SECTION 3 ADDITIONAL FACILITY IMPROVEMENTS AND RELATED DEVELOPMENT IMPROVEMENTS 3.1 In addition to the 2013 Facility Public Improvement Assessment, the City has levied and will continue to levy Assessments (the "Additional Facility Assessments") unrelated to Project Infrastructure Bonds or the 2013 Public Improvements against the Facility Property for "Additional Facility Public Improvements" that fall into the following categories: (i) water, wastewater, and drainage facilities or improvements, including sanitary sewer facilities, storm water detention and retention facilities, and utility relocations related to such improvements; (ii) street and roadway improvements, including related traffic signalization, signage, sidewalks, curbs, gutters, streetscape, landscaping, drainage improvements, and utility relocati ons related to such street and roadway improvements; (iii) mass transit facilities; (iv) park improvements, (v) landscaping; (vi) lighting and signage; (vii) pedestrian malls; (viii) site improvements for any of the foregoing, including, but not limited to, grading, erosion control, wetlands mitigation, and floodplain reclamation; (ix) special supplemental services for improvement and promotion of the District, including services relating to advertising, promotion, health and sanitation, water and wastewater, public safety, security, business recruitment, development, recreation, and cultural enhancement; and (x) payment of expenses incurred in the administration and operation of the District. The Additional Facility Public Improvements for which Assessments have been previously levied are more particularly described in the special benefits reports attached to the 2015 Annual Service Plan Update, 2016 Annual Service Plan Update, 2017 Annual Service Plan Update, 2018 Annual Service Plan Update, 2019 Annual Service Plan Update, 2020 Annual Service Plan Update, 2021 Annual Service Plan Update, and in this Section 3 of this SAP Update. The Additional Facility Assessments have not been and will not be pledged as security for any series of Project Infrastructure Bonds. The Creation Resolution establishes a cap on the amount of total costs for which Assessments may be levied against the Facility Property and in no event shall the total amount of Assessments levied against the Facility Property for the 2013 Public Improvements and the Additional Facility Public Improvements exceed $150,000,000. 3.2 As described above in Section 2.2, the City deferred the 2013 Related Development Deferred Assessment for the remainder of the 2013 Public Improvements Cost in the amount of $11,400,000.00 for the portion of the 2013 Public Improvements that specially benefit the Related Development Property until the portion of the Related Development Property that is specially benefited by the 2013 Public Improvements could be identified. The City has levied, and intends to continue levying, additional Assessments against the Related Development Property for the remaining Related Development Public Improvements Cost (that do not include the 2013 Public Improvements) as portions of the Related Development Property that are specially benefited by the Related Development Public Improvements are developed. The costs of certain Related Development Public Improvements and the method of allocation of such costs based on the benefit conferred by such Related Development Public Improvements are included in this SAP Update; The Colony Public Improvement District No. 1 Annual Service and Assessment Plan Update - Page 6 1775.016\874945.7 and, additional information for the Related Development Public Improvements will be included in future updates to the Service and Assessment plan as development progresses. 3.3 The Related Development Public Improvements fall into the same categories as the 2013 Facility Public Improvements plus: (i) off street structured and surface parking facilities, (ii) special supplemental services for improvement and promotion of the District, including services relating to advertising, promotion, health and sanitation, water and wastewater, public safety, security, business recruitment, development, recreation, and cultural enhancement; and (iii) payment of expenses incurred in the administration and operation of the District. 3.4 Portions of the Related Development Property remain undeveloped, while other portions are under development or fully developed. Portions of the Property will be developed with additional mixed-use facilities including, but not limited to, entertainment, tourism, recreation, and convention facilities that will attract tourists, visitors, and shoppers from a wide geographic region, and hotels, retail stores, concessions, restaurants, and other facilities related to the entertainment, tourism, recreation, and convention uses (collectively, the "Related Development"). The portions of the Related Development currently under development include the following: the portion of the Property described as (1) Grandscape Addition, Phase II, Lot 6/Block A consisting of 2.015 acres and identified as Denton CAD Tax Parcel No. 692390; (2) Grandscape Addition, Phase II, Lot 7/Block A consisting of 2.105 acres and identified as Denton CAD Tax Parcel No. 692391; (3) Grandscape Addition, Phase II, Lot 8/Block A consisting of 2.944 acres and identified as Denton CAD Tax Parcel No. 653843; (4) Grandscape Addition, Phase II, Lot 9/Block A consisting of 2.683 acres and identified as Denton CAD Tax Parcel No. 653844; (5) Grandscape Addition Phase II, Lot 2R/Block B consisting of 1.903 acres and identified as Denton CAD Tax Parcel No. 692387; (6) Grandscape Addition Phase II, Lot 3R-X/Block B consisting of .301 acres and identified as Denton CAD Tax Parcel No. 692388; (7) Grandscape Addition Phase II, Lot 1/Block B consisting of 3.386 acres and identified as Denton CAD Tax Parcel No. 674231; (8) Grandscape Addition Phase II, Lot 1R/Block J consisting of 2.931 acres and identified as Denton DCAD Property ID No. 692379; (9) Grandscape Addition Phase II Lot 3X/Block J consisting of .204 acres and identified as Denton CAD Tax Parcel No. 692380; (10) Grandscape Addition Phase II, Lot 1(S pt)/Block H consisting of 8.551 acres and identified as Denton DCAD Property ID No. 732382; (11) Grandscape Addition Phase II, Lot 3(SE PT)/Block A consisting of 86.502 acres as identified as Denton CAD Property ID No’s. 748393,753491 and 753492; (12) Grandscape Addition Phase II BLK A LOT 3R consisting of 3.645 acres and identified as Denton CAD Tax Parcel No. 674218; (13) Grandscape Addition BLK B Lot 4 consisting of 1.925 acres and identified as Denton CAD Property ID No. 692389 (14) GRANDSCAPE ADDITION PHASE II BLK H LOT 4R2-1 consisting of 10.35 acres as identified as Denton CAD Property ID No. 1015683; (15) GRANDSCAPE ADDITION PHASE II BLK H LOT 4R1 consisting of 3.581 acres as identified as Denton CAD Property ID No. 1003642; (16) GRANDSCAPE ADDITION PHASE II BLK E LOT 1R consisting of 1.029 acres and Identified as Denton CAD Property ID No. 1004631’ (collectively 1.2(1)-(16) are, the "Related Development Property"). Certain public improvements (the "Related Development Public Improvements") are or will be required to serve the Related Development Property. The portion of the property described as Grandscape Addition, Phase II, Lot 2/Block D consisting of approximately 16.421 acres and identified as Denton CAD Tax Parcels Nos. 957987, 704832, 957988, 957989, 957990, 957991 and 957992 (the "Waterfront Property") will be developed with a boardwalk and related amenities (the "Waterfront"), including public improvements required to serve the Waterfront (the "Waterfront Public Improvements", and The Colony Public Improvement District No. 1 Annual Service and Assessment Plan Update - Page 7 1775.016\874945.7 together with the Related Development Public Improvements referred to collectively as the "Annual Related Development Public Improvements"). 3.5 All Additional Facility Public Improvements and Annual Related Development Public Improvements, and portions of the Property on which such Public Additional Facility Public Improvements and Annual Related Development Improvements are constructed, will remain owned by the City. 3.6 The annual costs for the Additional Facility Public Improvements, Waterfront Public Improvements and Related Development Public Improvements are estimated in the Official Report for the 2023-24 Public Improvements Cost attached as Exhibit B. The total cost of the Additional Facility Public Improvements is estimated to be $655,901 (the "2024-25 Additional Facility Public Improvements Cost") as shown on Exhibit B. The annual total cost of the Waterfront Public Improvements is estimated to be $54,167 (the "2024-25 Waterfront Public Improvements Cost") as shown on Exhibit B. The annual total cost of the Related Development Public Improvements is estimated to be $442,381 (the "2024-25 Related Development Public Improvements Cost") as shown on Exhibit B. The individual line item costs shown in the Official Report for each category of Additional Facility Public Improvements and Annual Related Development Public Improvements are estimates and may vary item-to-item so long as the cost of all Public Improvements do not exceed $1,152,450. The 2024-25 Additional Facility Public Improvements Cost, 2024-25 Waterfront Public Improvements Cost, and 2024-25 Related Development Public Improvements Cost are sometime referred to collectively as the "2024-25 Public Improvements Cost." A reconciliation of the 2023-24 Public Improvement Costs yielded a $385,496 surplus. To provide operations funding during the lag period between the budget commencement and the annual assessment collection $284,166 (90 days of operating costs) was allocated to a “Pre-paid Expense” line item. An additional $49,140 is being added to the total assessment to recover costs from parcel-specific services ("Direct Supplemental Services") as described in Exhibit D. The total sum of the 2024-25 Public Improvements Cost ($1,152,450), the 90 days of operating costs reserve ($284,166), and the parcel specific Direct Supplemental Services ($49,140) brings the overall 2024-25 costs to $1,485,757. The 2022-23 surplus of $385,496 was allocated proportionately to reduce the 2024-25 Assessment from $1,485,757 to $1,100,260.58. 3.7 Assessments levied against the Facility Property, Related Development Property, or Waterfront Property for costs of the Additional Facility Public Improvements and Annual Related Development Public Improvements, as applicable, that are not pledged as security for Project Infrastructure Bonds shall be updated annually and shall be collected as described below in Section 5.10 and shall be deposited into a sub-account of the PID Operating Account and used solely for the purposes determined by the City Council at the time the Assessments are levied. SECTION 4 SERVICE PLAN 4.1 This Section 4 is the Service Plan for the District. This Service Plan covers a period of at least five (5) years beginning with calendar year 2021 and defines the projected cost and annual indebtedness for the Public Improvements. The Service Plan shall be reviewed and updated at least annually for the purpose of determining the annual budget for the Public Improvements (each such update, a "Service Plan Update"). The Colony Public Improvement District No. 1 Annual Service and Assessment Plan Update - Page 8 1775.016\874945.7 4.2 As confirmed by the 2021 City Ordinance, the actual costs for the 2013 Public Improvements exceeded the estimated 2013 Public Improvements Cost of $94,800,000.00 described in the Original Service and Assessment Plan, the 2013 Official Report, and 2013 Special Benefit Analysis. The annual indebtedness for the 2013 Public Improvements for the next five years is shown on Exhibit C-1. The annual indebtedness for the 2013 Public Improvements Cost in any given year is the sum of the Semi-Annual Installments for the Project Infrastructure Bonds for the year. 4.3 The projected Additional Facility Public Improvements Cost is $655,901, and for the next five years is allocated as shown on Exhibit C-2. The annual indebtedness for the Additional Facility Public Improvements shown on Exhibit C-2 is a portion of the Additional Facility Assessment the City has levied or expects to levy against the Facility Property for each year shown. The Additional Facility Assessment will also include costs related to the 90 days of operating reserve apportioned to the Facility Property as well as any Direct Supplemental Services apportioned to the Facility Property which will be described in Exhibit D and will be updated each year. 4.4 The projected costs for the Annual Related Development Public are $496,548 and for the next five years such cost is allocated as shown on Exhibit C-3. The annual indebtedness for the Annual Related Development Public Improvements is a portion of the Assessments the City has levied or expects to levy against the Waterfront Property and Related Development Property for each year shown. The Assessments levied against the Waterfront Property and Related Development Property will also include costs related to the 90 days of operating reserve apportioned to the Waterfront Property and Related Development Property as well as any Direct Supplemental Services apportioned to the Waterfront Property and Related Development Property which will be described in Exhibit D and will be updated each year. 4.5 The form of notice required by Texas Property Code Section 5.014, as amended, is attached as Exhibit C-4. SECTION 5 ASSESSMENT PLAN 5.1 Method of Assessment. This Section 5 is the Assessment Plan for the District. This Assessment Plan assesses the Public Improvements Cost against the Property on the basis of the special benefits conferred on the Property by the Public Improvements. The Act provides that the Public Improvements Cost may be assessed equally per front foot or square foot (with or without regard to the value of improvements constructed on the land) or in any other manner that results in imposing equal shares of the cost on property similarly benefited. 5.2 Best and Highest Use. Based on: (i) the size and location of the Property within the corporate limits of the City; (ii) the lack of public infrastructure to serve development of the Property; (iii) the proximity of the Property to public roadways and water and sewer facilities; (iv) the proximity of the Property to population and employment centers; (v) the scope and economic impact of the Facility, the Waterfront and the Related Development on the Ci ty, Denton County; and the north Texas region; (vi) existing and projected land uses in the vicinity of the Property; (vii) projected growth in the greater Dallas metropolitan area and, in particular, along the State The Colony Public Improvement District No. 1 Annual Service and Assessment Plan Update - Page 9 1775.016\874945.7 Highway 121 corridor; and (viii) the quality of the proposed development within the Property, the City Council has determined that: (A) the best and highest use of the Property is for the development of the Facility, the Waterfront, and the Related Development; (B) achieving the best and highest use of the Property requires the Public Improvements; (C) without the Public Improvements the Property will not be developed to its best and highest use; (D) the establishment of the District provides an effective means of funding the Public Improvements to achieve the best and highest use for the Property without financial burden to the City; and (E) the Public Improvements will promote the interests of the City and confer a special benefit on the Property. 5.3 Assessments Against Facility Property. As described in Section 2.2 above, the City has levied the 2013 Facility Public Improvement Assessment in the amount of $83,400,000.00 against the Facility Property for the portion of the 2013 Public Improvements Cost that the City Council determined conferred a special benefit on the Facility Property. Based on the costs shown in the Official Report for the 2024-25 Public Improvements for the 2024-25 attached as Exhibit B and the Special Benefits Report attached as Exhibit D, the City has levied $655,901 in Assessments against the Facility Property as shown on the Assessment Roll attached as Exhibit E which consists of $655,901 for the 2024-25 Additional Facility Public Improvements Costs plus $28,753.46 or approximately 41.66% the 90 days of operating costs (after accounting for the 2023- 24 surplus as described in Section 3.6 above) apportioned to the Facility Property based on the benefit analysis described in Exhibit D. As the Facility Property is specially benefitted by Additional Facility Improvements, the City intends to continue to levy Assessments against the Facility Property. The Creation Resolution establishes a cap on the amount of the total costs for which Assessments may be levied against the Facility Property and in no event shall the total amount of Assessments levied against the Facility Property for the 2013 Public Improvements and the Additional Public Improvement exceed $150,000,000. As shown in Paragraphs 1 and 2 of Section 7 below, a total of $91,927,934.31 has been levied against the Facility Property, consisting of $83,400,000.00 for the 2013 Public Improvements and $8,527,934.31 for the Additional Facility Public Improvements. 5.4 Assessments Against Related Development Property. As described in Section 2.2 above, the City deferred assessment of the remainder of the 2013 Public Improvements Cost in the amount of $11,400,000.00 for the portion of the 2013 Public Improvements that specially benefit the Related Development Property (the "2013 Related Development Deferred Assessment") until the portion of the Related Development Property (which included the Waterfront Property at the time of the deferral) that is specially benefited by the 2013 Public Improvements could be identified. The deferral of the levy of the 2013 Related Development Deferred Assessment in the amount of $11,400,000.00 under the 2013 Assessment Ordinance is hereby restated and shall be deferred until the development of the Property is certified as complete by the owner. Based on the costs shown in the Official Report for the 2024-25 Public Improvements attached as Exhibit B and the Special Benefits Report attached as Exhibit D, the City has levied Assessments in the amount of $47,719.48 against the Waterfront Property and $438,858.56 against the Related Development Property for the 2024-25 Related Development Public Improvements as shown on the Assessment Roll attached as Exhibit E. As portions of the Related Development Property that are specially benefited by the Related Development Public Improvements are developed, the City intends to continue to levy additional Assessments against the Related Development Property for the remaining Related Development Public Improvements Costs and (that do not include the 2013 The Colony Public Improvement District No. 1 Annual Service and Assessment Plan Update - Page 10 1775.016\874945.7 Public Improvements) as described in Section 3.2 above. The costs of such Related Development Public Improvements and the method of allocation of such costs based on the benefit conferred by such Related Development Public Improvements for which Assessments (as shown on Exhibit E, the "2024-25 Related Development Assessment") are being levied in accordance this SAP Update are described herein. As portions of the Waterfront Property that are specially benefited by the Waterfront Public Improvements are developed, the City intends to continue to levy additional Assessments against the Waterfront Property for Waterfront Public Improvements Costs. The costs of such Waterfront Public Improvements and the method of allocation of such costs based on the benefit conferred by such Waterfront Public Improvements for which Assessments (as shown on Exhibit E, the "2024-25 Waterfront Assessment") are being levied in accordance this SAP Update are described herein. The Creation Resolution establishes a cap of $150,000,000 of the total costs for which Assessments may be levied for the "Related Improvements Costs" (as defined in the Creation Resolution). As shown in Paragraph 3 of Section 7 below, a total of $5,874,462.53 has been levied for the Annual Related Development Public Improvements (consisting of the Waterfront Public Improvements and Related Development Public Improvements) which does NOT include the 2013 Related Development Deferred Assessment in the amount of $11,400,00.00. 5.5 Adjustment of Assessments. With the exception of the 2013 Facility Public Improvement Assessment, the Assessments described in this Section 5 are based on estimates of the Public Improvements Costs until construction of such Public Improvement, or provision of services if applicable, is complete. If the actual cost of the Public Improvements is less than the estimates, the Assessments shall be reduced as determined by the Administrator and approved by the City Council in a Service Plan Update. 5.6 Subdivision; Change to Tax Exempt. 5.6.1 Upon Subdivision. If the Facility Property is subdivided, any Assessment levied against the Facility Property shall be reallocated as described in Section 4.6.1 of the Service and Assessment Plan. Additionally, other than annual Assessments for the Annual Related Development Public Improvements that are not pledged as security to any series of PID bonds, any Assessment against Related Development Property will not be reallocated among subdivided Parcels until the development of the Related Development Property is certified as complete by the owner. If the Related Development Property or Waterfront Property is subdivided, the annual Assessment levied against Related Development Property or Waterfront Property under this SAP Update for the Annual Related Development Public Improvements will be reallocated among the subdivided Parcels on a per-acre basis as determined by the Administrator and reflected in a Service Plan Update approved by the City Council after a public hearing for which notice addressed to "Property Owner" has been mailed, regular mail, to the current address of the owner of the property being subdivided as reflected on the tax rolls. 5.6.2 Upon Becoming Tax Exempt. If any portion of the Facility Property becomes exempt from the payment of ad valorem taxes, the owner of such portion shall pay to the City the unpaid principal amount of the Assessment allocated (on a per-acre basis) to such portion of the Facility Property plus, if applicable, accrued interest through the date of The Colony Public Improvement District No. 1 Annual Service and Assessment Plan Update - Page 11 1775.016\874945.7 payment. Prepayment Costs, if any, shall be paid as a Semi-Annual Administrative Cost. If any portion of the Related Development Property or Waterfront Property becomes exempt from the payment of ad valorem taxes, the owner of such portion shall pay to the City the unpaid principal amount of the Assessment allocated (on a per-acre basis) to such portion of the Property. 5.7 Prepayment of Assessments. The unpaid principal amount of an Assessment may be prepaid in full or in part at any time, together with accrued interest, if any, through the date of prepayment; whereupon the Assessment and corresponding assessment lien automatically terminate and shall be reduced to zero in a Service Plan Update. Prepayment Costs, if any, may be paid by the Administrator from Semi-Annual Administrative Cost. 5.8 Accrual of Interest. Assessments shall not bear interest except for interest authorized by Section 372.018(a) of the Act. Assessments that are deferred may bear interest as approved by the City Council at the time the Assessments are levied. 5.9 Semi-Annual Installments of Assessments Related to Project Infrastructure Bonds. Assessments levied against the Facility Property and/or the Related Development Property and pledged as security to any series of Project Infrastructure Bonds, including the 2013 Facility Public Improvement Assessment securing the 2013 Project Infrastructure Bonds and 2021 LGC Tax Refunding Bonds, shall be due and payable to the City in Semi-Annual Installments as set forth in the applicable Reimbursement Agreement beginning on the date stated in the applicable Reimbursement Agreement and continuing every March 1 and September 1 thereafter and will be delinquent if not paid within three calendar days after it is due and payable. Semi-Annual Installments are not required to be level amounts and will vary depending on Semi-Annual District Expenses and the amounts, if any, of Debt Service Shortfalls. For so long as any Project Infrastructure Bonds remain outstanding, each of the Corporations, pursuant to a Reimbursement Agreement, is required to calculate its respective Debt Service Shortfall amount for each bond issue based on the "Bond Debt Service" schedules attached as Exhibit E-1, and each Corporation shall certify such Debt Service Shortfall amount to the City no later than each February 1 or August 1 commencing August 1, 2013 (each a "Semi-Annual Calculation Date"). Upon notification of each Debt Service Shortfall amount due for each bond issue, the City shall calculate the amount of the Semi-Annual Installment and shall submit a bill to each property owner no later than each February 15 and August 15 (each a "Semi-Annual Billing Date"). The City will use all reasonable efforts to collect Semi-Annual Installments before they become delinquent. If a Semi-Annual Installment becomes delinquent, all remedies at law or under the Act shall be available to the City. If a Debt Service Shortfall is anticipated for more than one series of Project Infrastructure Bonds, a portion of the funds in the PID Operating Account shall be transferred on a pro -rata basis to separate sub-accounts corresponding to each issue of Project Infrastructure Bonds for which a Debt Service Shortfall is anticipated to occur; and, such amounts shall be paid by the City from such sub-accounts to each of the Corporations under the applicable Reimbursement Agreement to pay Debt Service Shortfalls for the applicable series of Project Infrastructure Bonds. As required under each respective Reimbursement Agreement, each Corporation calculated any anticipated Debt Service Shortfall based on the Bond Debt Service schedules no later than February 1, 202 4 and August 1, 2024; and, each Corporation determined there would be no Debt Service Shortfall and no Semi-Annual Installments were required to be paid for calendar year 2024. The Colony Public Improvement District No. 1 Annual Service and Assessment Plan Update - Page 12 1775.016\874945.7 5.10 Annual Payment of Assessments Not Related to Project Infrastructure Bonds. Assessments levied against the Facility Property or the Related Development Property for costs of the Additional Facility Public Improvements or the Related Development Public Improvements that are not pledged as security for Project Infrastructure Bonds shall be updated annually and shall be collected by the City in the same manner and at the same time as ad valorem taxes in the amount shown on the Assessment Rolls attached to each Annual Service Plan Update. Such Assessments shall be due when billed and shall be delinquent if not paid prior to February 1 of the following year. Failure of a landowner to receive an invoice for such Assessment on the property tax bill shall not relieve the landowner of the responsibility for payment of the Assessment. Assessment Revenue collected by the City from Assessments levied against the Facility Property or the Related Development Property for Additional Facility Public Improvements and/or Related Development Public Improvements based on the special benefit conferred by such Additional Facility Public Improvements or the Related Development Public Improvements that is not pledged as security for any series of Project Infrastructure Bonds and shall be deposited into a sub-account of the PID Operating Account and used solely for the purposes determined by the City Council at the time the Assessments are levied. 5.11 PID Operating Account. Assessment Revenue from the collection of Semi-Annual Installments of an Assessment against the Facility Property and/or Related Development Property in connection with the issuance of a series of Project Infrastructure Bonds will be deposited by the City into the PID Operating Account, including sub -accounts corresponding to each issue of Project Infrastructure Bonds, as applicable, immediately upon receipt and will be transferred by the City to the respective Corporations, or to the applicable trustee(s) for the benefit of such Corporations, to pay Debt Service Shortfalls, if any, by September 5, 2013, and by each March 5 and September 5 thereafter for so long as Project Infrastructure Bonds are outstanding. Assessment Revenue from the collection of an Assessment against the Facility Property and/or Related Development Property unrelated to the issuance of a series of Project Infrastructure Bonds will be deposited by the City into the PID Operating Account, including sub-accounts as applicable, immediately upon receipt and shall be used solely for the purposes determined by the City Council at the time such Assessments were levied. Any Assessment Revenue due to the Corporations on any such date but collected by the City after the due date s hall be transferred to the respective Corporations or applicable trustee(s) within two business days. Assessment Revenue from the collection of any Assessment against the Property will be deposited by the City into the PID Operating Account for Annual Assessments. Assessment Revenue from the 2024 Related Development Assessment against all or any portion of the Property will be collected in lump sum with 30 days of the levy of the assessment or with the annual property tax collection and deposited into a segregated operating account (the "PID Operating Account for Annual Assessments") created and controlled by the City. Interest earned on the PID Operating Account for Annual Assessments shall be added to and become part of the PID Operating Account for Annu al Assessments. The PID Operating Account for Annual Assessments is a separate account and segregated from the "PID Operating Account" described in the Service and Assessment Plan that was created pursuant to the 2013 Assessment Ordinance (such account is referred to herein as the "PID Operating Account for Pledged Revenues.") All Assessment Revenue from the 2013 Facility Public Improvement Assessment and the 2013 Related Development Deferred Assessment levied pursuant to Ordinance No. 2013-1992 shall be deposited into the PID Operating Account for Pledged Revenues and transferred from that account, if at all, consistent with the requirements of The Colony Public Improvement District No. 1 Annual Service and Assessment Plan Update - Page 13 1775.016\874945.7 2013 Assessment Ordinance and the trust indentures governing the Project Infrastructure Bonds. All Assessment Revenue from any Assessment levied on an annual basis shall be deposited into the PID Operating Account for Annual Assessments and used solely for the purposes determined by the City Council at the time the Assessments are levied. 5.12 Reduction of Assessment Against the Property. The Assessment against the Facility Property (and the corresponding assessment lien) shall be reduced by the sum of all amounts by which the outstanding principal of the Project Infrastructure Bonds for which the PID Operating Account is pledged, as additional security, are reduced and by sum of all prepayments of the Assessment made pursuant to Section 5.7. The current outstanding principal amount of the Assessments levied against the Facility Property based on the debt service schedules related to the Project Infrastructure Bonds attached as Exhibit E-1 is set forth in Section 7 below. The Assessment against the Property (and the corresponding assessment lien) shall be reduced by the sum of all amounts by which the Public Improvement Costs are reduced. 5.13 Security for Payment. All payments due in accordance with the Service and Assessment Plan as updated by this SAP Update shall be treated the same with respect to the liens created to secure payment and the rights of the City, including foreclosure, in the event of delinquencies. Any foreclosure sale of a Parcel for nonpayment of any such amounts shall be subject to a continuing lien for the remaining unpaid amounts in accordance with state law. All assessment liens created pursuant to the 2013 Assessment Ordinance are superior to any lien created by any other ordinance approving an Annual Service Plan Update, including this SAP Update. 5.14 Release of Lien. When an Assessment has been paid in full, the Administrator shall notify the City, and the City shall execute a release, in recordable form, evidencing full payment of the Assessment and the unconditional release of the lien securing payment of the Assessment. All releases shall be reflected in a Service Plan Update. 5.15 Findings and Determinations. The findings and determinations by the City Council set forth in this Service and Assessment Plan are based on: (i) the 2013 Official Report prepared by Graham Associates, Inc.; (ii) the 2013 Special Benefits Report prepared by Graham Associates, Inc.; (iii) evidence and testimony presented to the City Council; and (iv) information made available to the City Council. The City Council hereby confirms and ratifies the findings and determinations made by the City Council in the 2015 Assessment Ordinance, 2016 Assessment Ordinance, 2017 Assessment Ordinance, 2018 Assessment Ordinance, 2019 Assessment Ordinance and 2020 Assessment Ordinance, including the special benefits reports and annual service plan updates attached thereto. The City Council has relied on the information contained in the 2013 Official Report, 2013 Special Benefits Report, the reports and special benefit analysis contained in each Annual Service Plan Update, evidence, and testimony in the preparation and approval of this Service and Assessment Plan and the allocation of the Public Improvements Cost to the Property. Such findings and determinations represent the discretionary exercise by the City Council of its legislative and governmental authority and power, and such findings and determinations are conclusive and binding on the current and future owners of the Property. The Corporations have concurred in and approved the findings and determinations by the City Council as set forth in this Service and Assessment Plan and have otherwise concurred in and approved this Service and Assessment Plan and the levy of Assessments against the Property. The The Colony Public Improvement District No. 1 Annual Service and Assessment Plan Update - Page 14 1775.016\874945.7 Corporations have acknowledged that the Property is subject to payment of Assessments and/or Semi-Annual Installments as provided in this Service and Assessment Plan and in the Reimbursement Agreements. SECTION 6 ANNUAL BUDGET FOR PUBLIC IMPROVEMENTS 6.1 2013 Public Improvements Costs. On January 19, 2021, the City approved Ordinance No. 2021-2430 (the "2021 City Ordinance"), approving the Service and Assessment Plan and making certain finding and determinations related to the District. In the 2021 City Ordinance, the City Council ratified and confirmed the allocation of the 2013 Public Improvements Cost approved by the 2013 Assessment Ordinance and Original Service and Assessment Plan as follows: (1) $83,400,000 for the special benefit to the Facility Property for which the 2013 Facility Public Improvement Assessment was levied, and (2) $11,400,000.00 for the benefit to the Related Development Property for which the 2013 Related Development Deferred Assessment has been deferred. Additionally, the 2021 City Ordinance confirmed that the actual costs for the 2013 Public Improvements exceeded the estimated 2013 Public Improvements Cost of $94,800,000.00 described in the Original Service and Assessment Plan, the 2013 Official Report, and 2013 Special Benefit Analysis. 6.2 2024 Public Improvements Cost. The City Council has received, reviewed, and approved that certain SPECIAL BENEFITS REPORT, The City of The Colony Public Improvement District No. 1, The Colony, Texas dated September 3rd, 2024 prepared by Executive Business Liaison Jeremie Maurina, a copy of which is attached as Exhibit D (the "2024-25 Special Benefits Report”). The individual line item costs shown in the 2024 Special Benefits Report for each category of improvements are estimates and may vary item-to-item so long as the Public Improvements Cost does not exceed $1,152,451 (which does not include the $284,166 for 90 days of operating costs plus $49,140 Direct Supplemental Services minus the $385,496 2023-24 surplus). SECTION 7 ASSESSMENT ROLL This Section 7 describes the Assessment Roll for the District. The Assessment Roll is set forth on Exhibit E and consists of: 1. The 2013 Facility Public Improvement Assessment originally levied in principal amount of $83,400,000.00 by the 2013 Assessment Ordinance with an outstanding principal amount of $77,842,986 as of December 31, 2022. The 2013 Facility Public Improvement Assessment is allocated as follows among the Project Infrastructure Bonds: Pro-Rata Share(1) Allocated Portion of Original 2013 Facility Public Improvement Assessment Outstanding Principal Amount of 2013 Facility Public Improvement Assessment 2013 LGC Sales Tax Bonds 16.80% $14,011,200 $ 13,203,625 (2) The Colony Public Improvement District No. 1 Annual Service and Assessment Plan Update - Page 15 1775.016\874945.7 2021 LGC Tax Refunding Bonds(3) 20.60% $17,180,400(3) $ 16,022,715 (2) 2013 Type A Bonds 31.30% $26,104,200 $ 24,308,323 (2) 2013 Type B Bonds 31.30% $26,104,200 $ 24,308,323 (2) (1) Pro-rata allocation of the original principal amount of the $83,400,000 2013 Facility Public Improvement Assessment was based on the par amount of each series of 2013 Project Infrastructure Bonds issued as a percentage of the total par amount of all 2013 Project Infrastructure Bonds. (2) In accordance with Section 5.12 above, the principal amount of the 2013 Facility Public Improvement Assessment was reduced by the sum of all amounts by which the outstanding principal amount of the 2013 Project Infrastructure Bonds have been reduced. As of December 31, 2021, the outstanding par amount of the 2013 Project Infrastructure Bonds (with the 2021 LGC Tax Refunding Bonds) was $88,253,000 thus reducing the outstanding 2013 Facility Public Improvement Assessment to $77,842,986. The following Semi-Annual Installments have been collected to pay Debt Service Shortfalls on the 2013 LGC Sales Tax Bonds: on February 14, 2017 in the amount of $500,081.25; on July 17, 2017 in the amount of $1,158,162.50; on July 16, 2018 in the amount of $1,294,662.50; and on July 25, 2019 in the amount of $1,306,963.00 for a total of $4,259,869.25 which payments do not reduce the principal amount of the 2013 Facility Public Improvement Assessment. (3) The pro-rata share of the 2013 Facility Public Improvement Assessment that formerly secured the 2013 LGC Tax Bonds now secures the 2021 LGC Tax Refunding Bonds. [Remainder of page left blank intentionally.] The Colony Public Improvement District No. 1 Annual Service and Assessment Plan Update - Page 16 1775.016\874945.7 2. Assessments related to the Additional Facility Public Improvements: Original Principal Amount Levied Outstanding as of 9/3/2024 2015 Facility Assessment(1) $959,247.96 $0.00 2015-16 Facility Assessment(2) $1,218,234.83 $0.00 2016 Facility Assessment $875,155.64 $0.00 2017 Facility Assessment $658,465.00 $0.00 2018 Facility Assessment $810,379.62 $0.00 2019 Facility Assessment $570,667.99 $0.00 2020 Facility Assessment $862,382.25 $0.00 2021 Facility Assessment $535,879.94 $0.00 2022 Facility Assessment $731,985.36 $0.00 2023 Facility Assessment $691,853.18 $0.00 2024 Facility Assessment $613,682.54 $613,682.54 TOTAL: $8,527,934.31 (1) Levied under Ordinance No. 2015-2136 approved on May 5, 2015. (2) Levied under Ordinance No. 2015-2160 approved on September 15, 2015. 3. Assessments related to the Annual Related Development Public Improvements:1 Original Principal Amount Levied Outstanding as of 9/3/2024 2015 Related Development Assessment(1) $420,053.04 $0.00 2015-16 Related Development Assessment(2) $236,757.17 $0.00 2016 Related Development Assessment $287,680.36 $0.00 2017 Related Development Assessment $872,993.00 $0.00 2018 Related Development Assessment $687,426.36 $0.00 2019 Related Development Assessment $490,441.03 $0.00 2020 Related Development Assessment $810,043.90 $0.00 2021 Related Development Assessment $366,446.95 $0.00 2022 Related Development Assessment $572,445.40 $0.00 2023 Related Development Assessment $643,597.28 $0.00 2024 Related Development Assessment $486,578.04 $486,578.04 TOTAL: $5,874,462.53 (1) Levied under Ordinance No. 2015-2136 approved on May 5, 2015. 1 Includes the Assessments levied against the Waterfront Property and the Related Development Property. Excludes the 2013 Related Development Deferred Assessment. The Colony Public Improvement District No. 1 Annual Service and Assessment Plan Update - Page 17 1775.016\874945.7 (2) Levied under Ordinance No. 2015-2160 approved on September 15, 2015. As authorized by the Act, the assessment of the 2013 Related Development Deferred Assessment in the amount of $11,400,000 for the portion of the 2013 Facility Public Improvements that benefit the Related Development Property remains deferred until the development of the Related Development Property is certified as complete by the owner which will be the time at which the special benefit conferred on the Related Development Property can be determined with certainty. SECTION 8 ADDITIONAL PROVISIONS 8.1 Severability. The provisions of this Service and Assessment Plan are intended to be severable. In the event any provision of this Service and Assessment Plan, or the application thereof to any person or circumstance, is held or determined to be invalid, illegal, or unenforceable, and if such invalidity, unenforceability, or illegality does not cause substantial deviation from the underlying intent of the City Council as expressed in this Service and Assessment Plan, then such provision shall be deemed severed from this Service and Assessment Plan with respect to such person, entity, or circumstance without invalidating the remainder of this Service and Assessment Plan or the application of such provision to other persons, entities, or circumstances. 8.2 Exhibits. The following exhibits are part of this Service and Assessment Plan: Exhibit A Legal Description of the Property Exhibit A-1 Depiction of the Property Exhibit B Official Report – 2022 Public Improvements Cost Exhibit C-1 Service Plan: Five-Year Projection of 2013 Public Improvements Exhibit C-2 Service Plan: Five-Year Projection of Additional Facility Public Improvements Costs Exhibit C-3 Service Plan: Five-Year Projection of Related Development Public Improvements Costs Exhibit C-4 Form of Notice Required by Texas Property Code Section 5.014 Exhibit D Special Benefits Report Exhibit E Assessment Roll Exhibit E-1 Bond Debt Service Schedules for Calculating Debt Service Shortfall Exhibit F Chronological History of City Council Legislative Actions for the District Exhibit A Legal Description of the Property (439.12 Acres) Exhibit A to The Colony SAP – Legal Description of the Property - Page 1 1775.016\874945.7 Being a 439.12 acre tract of land situated in the B.B.B & C.R.R. Survey, Abstract No. 173, B.B.B. & C. Survey, Abstract No. 174, Thomas A. West Survey, Abstract No. 1344, and the M.D.T. Hallmark Survey, Abstract No. 570, Denton County, Texas, and being all of a tract of land conveyed by deed to 121 Acquisition Co mpany, LLC., as recorded in Instrument No. 2011-114773, 2011-121444, and 2011-112195, Deed Records, Denton County, Texas, and a portion of Plano Parkway and a portion of Burlington Northern Railroad tract, and being more particularly described as follows: BEGINNING at a found TxDOT monument, said point being the northwest corner of said 121 Acquisition Company, LLC tract and being in the south right-of-way line of State Highway 121 (having a variable width R.O.W.); THENCE North 63°32'06" East, along said south right-of-way line, a distance of 130.52 feet to a point for corner; THENCE North 60°22'33" East, continuing along said south right -of-way line, a distance of 80.86 feet to a point for corner; THENCE South 29°13'03" East, continuing along said south right-of-way line, a distance of 50.00 feet to a point for corner; THENCE North 60°47'38" East, continuing along said south right -of-way line, a distance of 219.64 feet to a point for corner, said point being in the west right-of-way line of Plano Parkway (100 ft R.O.W.); THENCE North 50°53'35" East, leaving said south right-of-way line, and leaving said west right-of-way line, a distance of 100.00 feet to a point for corner, for the beginning of a non -tangent curve to the right having a radius of 950.00 feet and a central angle of 1°26'54" and a long chord which bears North 38°22'58" West, 24.01 feet, said point being in the east right-of-way line of said Plano Parkway; THENCE along said east right-of-way line, and along said non-tangent curve to the right an arc distance of 24.01 feet to a point for corner, said point being the most southerly point of a corner -clip of the intersection of said east right-of- way line of Plano Parkway and the south right -of-way line of said State highway 121; THENCE North 08°46'31" East, along said corner-clip, a distance of 26.03 feet to a point for corner, said point being in the south right-of-way line of said State highway 121; THENCE North 60°47'38" East, along said south right-of-way line, a distance of 203.71 feet to a point for corner; THENCE North 58°17'36" East, continuing along said south right -of-way line, a distance of 252.11 feet to a point for corner; THENCE North 55°47'40" East, continuing along said south right -of-way line, a distance of 105.11 feet to a point for corner; THENCE North 58°17'42" East, continuing along said south right -of-way line, a distance of 248.62 feet to a point for corner; THENCE North 60°47'38" East, continuing along said south right -of-way line, a distance of 263.85 feet to a point for corner; THENCE North 76°30'51" East, continuing along said south right -of-way line, a distance of 92.27 feet to a point for corner; THENCE North 65°56'12" East, continuing along said south right -of-way line, a distance of 100.40 feet to a point for corner; THENCE North 64°13'39" East, continuing along said south right -of-way line, a distance of 100.18 feet to a point for corner; THENCE North 60°16'36" East, continuing along said south right -of-way line, a distance of 39.88 feet to a point for corner; THENCE South 74°12'01" East, continuing along said south right-of-way line, a distance of 70.70 feet to a point for corner; THENCE North 60°47'38" East, continuing along said south right -of-way line, a distance of 64.12 feet to a point for corner; THENCE North 15°47'17" East, continuing along said south right-of-way line, a distance of 73.27 feet to a point for corner; Exhibit A Legal Description of the Property (439.12 Acres) Exhibit A to The Colony SAP – Legal Description of the Property - Page 2 1775.016\874945.7 THENCE North 59°04'32" East, continuing along said south right -of-way line, a distance of 94.25 feet to a point for corner; THENCE North 55°39'04" East, continuing along said south right-of-way line, a distance of 100.40 feet to a point for corner; THENCE North 47°37'54" East, continuing along said south right -of-way line, a distance of 114.18 feet to a point for corner; THENCE North 60°47'38" East, continuing along said south right-of-way line, a distance of 3800.00 feet to a point for corner; THENCE North 65°20'10" East, continuing along said south right -of-way line, a distance of 189.41 feet to a point for corner; THENCE North 61°56'23" East, continuing along said south right-of-way line, a distance of 100.02 feet to a point for corner; THENCE North 63°39'23" East, continuing along said south right -of-way line, a distance of 100.12 feet to a point for corner; THENCE North 64°47'53" East, continuing along said south right-of-way line, a distance of 100.24 feet to a point for corner; THENCE North 66°30'16" East, continuing along said south right -of-way line, a distance of 201.00 feet to a point for corner; THENCE North 65°56'12" East, continuing along said south right-of-way line, a distance of 100.40 feet to a point for corner; THENCE North 66°30'16" East, continuing along said south right -of-way line, a distance of 100.50 feet to a point for corner; THENCE North 63°05'04" East, continuing along said south right-of-way line, a distance of 100.08 feet to a point for corner; THENCE North 64°13'39" East, continuing along said south right -of-way line, a distance of 100.18 feet to a point for corner; THENCE North 83°05'27" East, continuing along said south right-of-way line, a distance of 69.58 feet to a point for corner; THENCE North 60°39'18" East, continuing along said south right -of-way line, a distance of 33.81 feet to a point for corner, said point being in the west right -of-way line of Burlington Northern Railroad (having a variable width R.O.W.); THENCE North 60°38'52" East, leaving said west right-of-way line, a distance of 107.30 feet to a point for corner, said point being in the east right-of-way line of said Burlington Northern Railroad; THENCE North 60°45'58" East, leaving said east right-of-way line, continuing along said south right -of-way line of State Highway 121, a distance of 254.35 feet to a point for corner; THENCE North 63°19'02" East, continuing along said south right -of-way line, a distance of 585.96 feet to a point for corner; THENCE North 60°52'09" East, continuing along said south right -of-way line, a distance of 369.37 feet to a point for corner, said point being in the west right-of-way line of West Spring Creek Parkway (having a 160 ft R.O.W.); THENCE South 29°24'43" East, leaving said south right -of-way line, and along said west right-of-way line, a distance of 265.52 feet to a point for corner, for the beginning of a non-tangent curve to the right having a radius of 970.00 feet and a central angle of 29°13'42", and a long chord which bears South 14°53'13" East, 489.48 feet; THENCE continuing along said west right-of-way line, and along said non-tangent curve to the right an arc distance of 494.83 feet to a point for corner; THENCE South 00°22'42" East, continuing along said west right -of-way line, a distance of 476.17 feet to a point for corner; Exhibit A Legal Description of the Property (439.12 Acres) Exhibit A to The Colony SAP – Legal Description of the Property - Page 3 1775.016\874945.7 THENCE South 00°23'35" East, continuing along said west right -of-way line, a distance of 864.92 feet to a point for corner, said point being in the north line of Kings Ridge Addition, Phase Three, as recorded in Cabinet X, Page 450, Plat Records, Denton County, Texas; THENCE South 89°40'20" West, leaving said west right -of-way line, and along said north line, a distance of 1199.93 feet to a point for corner, said point being in the east right -of-way line of said Burlington Northern Railroad; THENCE North 87°39'44" West, leaving said north line, leaving said east right-of-way line, a distance of 101.16 feet to a point for corner, for the beginning of a non-tangent curve to the right having a radius of 3703.75 feet and a central angle of 3°44'19" and a long chord which bears South 04°12'25" West, 241.62 feet, said point being in the west right - of-way line of said Burlington Northern Railroad; THENCE along said east right-of-way line, and along said non-tangent curve to the right an arc distance of 241.67 feet to a point for corner; THENCE South 06°04'35" West, continuing along said east right-of-way line, a distance of 2524.64 feet to a point for corner; THENCE North 83°17'00" West, continuing along said east right-of-way line, a distance of 190.16 feet to a point for corner; THENCE South 00°51'51" East, continuing along said east right-of-way line, a distance of 970.10 feet to a point for corner; THENCE South 89°03'50" West, continuing along said east right -of-way line, a distance of 31.06 feet to a point for corner; THENCE South 01°14'37" East, continuing along said east right-of-way line, a distance of 447.78 feet to a point for corner; THENCE North 87°06'22" West, leaving said east right -of-way line, a distance of 1240.48 feet to a point for corner, for the beginning of a non-tangent curve to the left having a radius of 1130.00 feet and a central angle of 103°16'58", and a long chord which bears North 38°43'34" West, 1772.16 feet, said point being in the east right -of-way line of said Plano Parkway; THENCE along said east right-of-way line, and along said non-tangent curve to the left an arc distance of 2036.97 feet to a point for corner; THENCE South 89°38'05" West, continuing along said east right-of-way line, a distance of 647.23 feet to a point for corner, for the beginning of a non-tangent curve to the right having a radius of 950.00 feet and a central angle of 40°05'36" and a long chord which bears North 70°19'29" West, 651.29 feet; THENCE continuing along said east right-of-way line, and along said non-tangent curve to the right an arc distance of 664.77 feet to a point for corner, for the beginning of a reverse curve to the left having a radius of 1050.00 feet and a central angle of 40°15'06" and a long chord which bears North 70°25'01" West, 722.57 feet; THENCE continuing along said east right -of-way line, and along said curve to the left an arc distance of 737.65 feet to a point for corner; THENCE South 89°31'25" West, continuing along said east right-of-way line, a distance of 623.83 feet to a point for corner, for the beginning of a tangent curve to the right having a radius of 950.00 feet, a central angle of 0°48'07", and a long chord which bears South 89°55'28" West, 13.21 feet; THENCE continuing along said east right-of-way line, along said curve to the right, an arc distance of 13.21 feet to a point for corner; THENCE South 00°19'22" West, leaving said east right -of-way line, a distance of 100.00 feet to a point for corner, said point being in the west right-of-way line of said Plano Parkway; THENCE South 89°58'40" West, leaving said west right-of-way line, a distance of 1210.45 feet to a point for corner; THENCE North 00°25'18" West, a distance of 226.47 feet to the POINT OF BEGINNING and CONTAINING 19,128,279 square feet, 439.12 acres of land, more or less. Exhibit A-1 Depiction of the Property Exhibit A-1 to The Colony SAP – Depiction of the Property - Page 1 1775.016\874945.7 EXHIBIT B Exhibit B to The Colony SAP – Official Report - Public Improvement Cost - Page 1 1775.016\874945.7 OFFICIAL REPORT 2024 PUBLIC IMPROVEMENTS COST The City of The Colony Public Improvement District No. 1 The Colony, Texas PREPARED BY: Jeremie Maurina, Executive Business Liaison DATED: September 3rd, 2024 Exhibit B Exhibit B to The Colony SAP – Official Report - Public Improvements Cost - Page 2 1775.016\874945.7 Official Report - Public Improvements Cost1 Public Improvements Facility Waterfront Related Development TOTALS Traffic management system $4 7,256.52 $0 $0 $47,256.52 Enhanced police services $2 53,994.15 $0 $0 $2 53,994.15 Enhanced Development Services $0 $0 $0 $0 Street and roadway improvements $342,568.07 $52,322.36 $427,309.58 $8 22,2 00 Lake maintenance $12,082.79 $1,845.47 $1 5,071.73 $29 ,000 TOTALS $655,901.53 $54,167.83 $4 42,381.31 $1,152,450.67 1 Costs shown do not include costs related to 90 days of operating costs or costs related to Direct Supplemental Services. See Exhibit D (Special Benefits Reports) for information about these costs. Exhibit C-1 Service Plan: Five-Year Projection of Annual Indebtedness Related to 2013 Facility Public Improvements Exhibit C-1 to The Colony SAP - Projection of Annual Indebtedness Related to 2013 Facility Public Improvements Cost - Page 1 1775.016\874945.7 Year Principal1 Semi-Annual Collection Costs2 Delinquent Collection Costs3 Annual Administrative Costs4 Estimated Annual Indebtedness 2023 See Sections 4.2 and 5.9 $5,000 $0 $5,000 See Section 5.9 2024 See Sections 4.2 and 5.9 $5,000 $0 $5,000 See Section 5.9 2025 See Sections 4.2 and 5.9 $5,000 $0 $5,000 See Section 5.9 2026 See Sections 4.2 and 5.9 $5,000 $0 $5,000 See Section 5.9 2027 See Sections 4.2 and 5.9 $5,000 $0 $5,000 See Section 5.9 1. See Section 7, Paragraph 1 for the outstanding Principal Amount of the 2013 Facility Public Improvement Assessment as of September 7th, 2021. The annual indebtedness for the 2013 Public Improvements Cost in any given year is the sum of the Semi-Annual Installments for the Project Infrastructure Bonds for the year. 2. Semi-Annual Collection Costs may be increased or reduced as part of each Service Plan Update. If the Semi-Annual Collection Costs collected are less than the Semi-Annual Collection Costs paid or incurred, the deficit may be carried forward and added to the Semi-Annual Collection Costs for the next year or paid as Semi-Annual Administrative Costs. If the Semi-Annual Collection Costs collected exceed the Semi-Annual Collection Costs paid or incurred, the excess shall be carried forward to reduce the Semi -Annual Collection Costs for the next year. Semi-Annual Collection Costs shall be allocated pro rata among all Parcels with unpaid Assessments. 3. This exhibit includes no Delinquent Collection Costs. The actual amount of Delinquent Collection Costs attributable to a Parcel will, if not paid upon demand, be added to the Semi-Annual Installment for the Parcel as part of the Service Plan Update for the next year. If Delinquent Collection Costs remain unpaid, they will continue to be added to the Semi-Annual Installment for the Parcel as part of the Service Plan Update for the next year. 4. Semi-Annual Administrative Costs (up to the maximum amount determined by the additional interest authorized by Section 372.018(a) of the Act) are estimated and may be increased or reduced as part of each Service Plan Update. If the Semi-Annual Administrative Costs collected are not enough to pay the Semi-Annual Administrative Costs paid or incurred, the deficit may be carried forward and added to the Semi-Annual Administrative Costs for the next year. If the Semi-Annual Administrative Costs collected exceed Exhibit C-1 Service Plan: Five-Year Projection of Annual Indebtedness Related to 2013 Facility Public Improvements Exhibit C-1 to The Colony SAP - Projection of Annual Indebtedness Related to 2013 Facility Public Improvements Cost - Page 2 1775.016\874945.7 the Semi-Annual Administrative Costs paid or incurred, the excess shall be carried forward to reduce the Semi -Annual Administration Costs for the next year. Semi-Annual Administrative Costs shall be allocated pro rata among all Parcels with unpaid Assessments. Exhibit C-2 Service Plan: Five-Year Projection of Annual Indebtedness Related to Additional Facility Public Improvements1 2024 2025 2026 2027 2028 $619,682 $650,666 $ 683,199 $ 717,359 $ 753,227 1 Costs shown do not include costs related to 90 days of operating costs or costs related to Direct Supplemental Services. See Exhibit D (Special Benefits Reports) for information about these costs. Exhibit C-3 to The Colony SAP - Projection of Annual Indebtedness Related to Annual Related Development Public Improvements Cost - Page 1 1775.016\874945.7 Exhibit C-3 Service Plan: Five-Year Projection of Annual Indebtedness Related to Annual Related Development Public Improvements1 2024 2025 2026 2027 2028 $486,578 $510,907 $536,542 $563,274 $591,439 1 Costs shown do not include costs related to 90 days of operating costs or costs related to Direct Supplemental Services. See Exhibit D (Special Benefits Reports) for information about these costs. Exhibit C-4 Exhibit C-4 to The Colony SAP – Form of Notice Required by Texas Property Code Section 5.014 - Page 1 1775.016\874945.7 FORM OF NOTICE REQUIRED BY TEXAS PROPERTY CODE SECTION 5.014 Effective September 1, 2021, Texas Property Code §5.014 requires a seller of any real property located in a public improvement district to give notice TWICE to the purchaser of the purchaser's obligation to pay the PID assessment in the form required under Texas Property Code §5.014, as amended. Section 5.0141 of the Texas Property Code requires the "First Notice" below to be given to a prospective purchaser BEFORE the execution of a binding contract of purchase and sale, either separately or as an addendum or paragraph of a purchase contract. AT CLOSING, Section 5.0143 of the Texas Property Code requires a separate copy of the "Second Notice" below, with current information, to be executed by the seller and purchase, acknowledged and recorded in the deed records of the county in which the property is located. FIRST NOTICE: NOTICE OF OBLIGATION TO PAY IMPROVEMENT DISTRICT ASSESSMENTS TO THE CITY OF THE COLONY, TEXAS CONCERNING THE PROPERTY AT: [INSERT STREET ADDRESS] As the purchaser of the real property described above, you are obligated to pay assessments to the City of The Colony, Texas for the costs of a portion of a public improvement or services project (the “Authorized Improvements”) undertaken for the benefit of the property within “City of The Colony Public Improvement District No. 1” (the “District”) created under Subchapter A, Chapter 372, Local Government Code, as amended. AN ASSESSMENT HAS BEEN LEVIED AGAINST YOUR PROPERTY FOR THE AUTHORIZED IMPROVEMENTS WHICH MAY BE PAID IN FULL AT ANY TIME. IF THE ASSESSMENT IS NOT PAID IN FULL, IT WILL BE DUE AND PAYABLE IN ANNUAL INSTALLMENTS WHICH WILL VARY FROM YEAR TO YEAR DEPENDING ON THE AMOUNT OF INTEREST PAID, COLLECTION COSTS, ADMINISTRATIVE COSTS, AND DELINQUENCY COSTS. The exact amount of the assessment may be obtained from the City of The Colony, Texas. The exact amount of each annual installment will be approved each year by the City Council of The Colony, Texas in the Annual Service Plan Update for the District. More information about the assessments, including the amounts and due dates, may be obtained from the City of The Colony, Texas. YOUR FAILURE TO PAY ANY ASSESSMENT, OR ANY ANNUAL INSTALLMENT THEREOF, MAY RESULT IN PENALTIES AND INTEREST BEING ADDED TO WHAT YOU OWE OR IN A LIEN ON AND THE FORECLOSURE OF YOUR PROPERTY. Exhibit C-4 Exhibit C-4 to The Colony SAP – Form of Notice Required by Texas Property Code Section 5.014 - Page 2 1775.016\874945.7 The undersigned purchaser acknowledges receipt of this notice prior to the effective date of a binding contract for the purchase of the real property at the street address set forth above. [PURCHASER] By: Name: Date: [PURCHASER] By: Name: Date: The undersigned seller executes this notice pursuant to Texas Property Code Section 5.014(a-1), as amended, before the effective date of a binding contract for purchase of the real property at the address described above. [SELLER] By: Name: Date: Exhibit C-4 Exhibit C-4 to The Colony SAP – Form of Notice Required by Texas Property Code Section 5.014 - Page 3 1775.016\874945.7 SECOND NOTICE AFTER RECORDING RETURN TO: [INSERT SELLER NAME AND ADDRESS] NOTICE OF OBLIGATION TO PAY IMPROVEMENT DISTRICT ASSESSMENTS TO THE CITY OF THE COLONY, TEXAS CONCERNING THE PROPERTY AT: [INSERT STREET ADDRESS] As the purchaser of the real property described above, you are obligated to pay assessments to the City of The Colony, Texas for the costs of a portion of a public improvement or services project (the “Authorized Improvements”) undertaken for the benefit of the property within “City of The Colony Public Improvement District No. 1” (the “District”) created under Subchapter A, Chapter 372, Local Government Code, as amended. AN ASSESSMENT HAS BEEN LEVIED AGAINST YOUR PROPERTY FOR THE AUTHORIZED IMPROVEMENTS WHICH MAY BE PAID IN FULL AT ANY TIME. IF THE ASSESSMENT IS NOT PAID IN FULL, IT WILL BE DUE AND PAYABLE IN ANNUAL INSTALLMENTS WHICH WILL VARY FROM YEAR TO YEAR DEPENDING ON THE AMOUNT OF INTEREST PAID, COLLECTION COSTS, ADMINISTRATIVE COSTS, AND DELINQUENCY COSTS. The exact amount of the assessment may be obtained from the City of The Colony, Texas. The exact amount of each annual installment will be approved each year by the City Council of The Colony, Texas in the Annual Service Plan Update for the District. More information about the assessments, including the amounts and due dates, may be obtained from the City of The Colony, Texas. YOUR FAILURE TO PAY ANY ASSESSMENT, OR ANY ANNUAL INSTALLMENT THEREOF, MAY RESULT IN PENALTIES AND INTEREST BEING ADDED TO WHAT YOU OWE OR IN A LIEN ON AND THE FORECLOSURE OF YOUR PROPERTY. The undersigned purchaser acknowledges receipt of this notice prior to the effective date of a binding contract for the purchase of the real property at the street address set forth above. [SIGNATURE PAGES FOLLOW] Exhibit C-4 Exhibit C-4 to The Colony SAP – Form of Notice Required by Texas Property Code Section 5.014 - Page 4 1775.016\874945.7 IN WITNESS WHEREOF, the undersigned parties have executed this notice at the closing of the purchase of the real property at the address described above and for the purposes stated therein. [PURCHASER] By: Name: Date: STATE OF TEXAS § § COUNTY OF DENTON § This instrument was acknowledged before me by ______________________, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he or she executed the same for the purposes therein expressed. Given under my hand and seal of office on this _________________, 20____. __________________________________________ Notary Public, State of Texas [SEAL] [PURCHASER] By: Name: Date: STATE OF TEXAS § § COUNTY OF DENTON § This instrument was acknowledged before me by ______________________, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he or she executed the same for the purposes therein expressed. Given under my hand and seal of office on this _________________, 20____. __________________________________________ Notary Public, State of Texas [SEAL] Exhibit C-4 Exhibit C-4 to The Colony SAP – Form of Notice Required by Texas Property Code Section 5.014 - Page 5 1775.016\874945.7 The undersigned seller acknowledges providing a separate copy of the notice required by Section 5.014 of the Texas Property Code including the current information required by Section 5.0143, Texas Property Code, as amended, at the closing of the purchase of the real property at the address above. [SELLER] By: Name: Date: STATE OF TEXAS § § COUNTY OF DENTON § This instrument was acknowledged before me by ______________________, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he or she executed the same for the purposes therein expressed. Given under my hand and seal of office on this _________________, 20____. __________________________________________ Notary Public, State of Texas [SEAL] Exhibit D to The Colony SAP – Facility Public Improvements Cost Special Benefit Analysis - Page 1 1775.016\874945.7 Exhibit D Special Benefits Report The City of The Colony Public Improvement District No. 1 The Colony, Texas PREPARED BY: Jeremie Maurina, Executive Business Liaison DATED: September 3rd, 2024 Exhibit D to The Colony SAP – Facility Public Improvements Cost Special Benefit Analysis - Page 2 1775.016\874945.7 The Facility is expected to generate eight million customers each year. Given the traffic and security needs of the Facility, above those provided as part of the City's basic municipal services, one hundred percent (100%) of the Public Improvements for the traffic management system/control equipment and one hundred percent (100%) of the enhanced police services are attributable to the Facility Property. The Facility Property is a single economic unit comprised of two tax parcels. The costs attributable the Public Improvements for the traffic management system and enhanced police services are allocated to the two tax parcels based on acreage. During the development related to the Additional Facility Assessments and Related Development Assessments described in the 2018 Annual Service Plan Update, a series of "Enhanced Development Services" (now defined as "Direct Supplemental Services") were identified that provided specific benefits to several individual parcels. Due to the nature of these supplemental services and the scope they cover, they are not easily forecasted for inclusion in a budget. Instead, these costs will be reconciled annually and directly assessed to the parcels that benefitted starting with the Additional Facility Assessments and Related Development Assessments levied in accordance with the 2019 Annual Service Plan update (See Exhibit E for adjusted assessments for the current year). This provides a more accurate assessment and allows the costs of those services to be recovered from the properties that have directly benefited from them. The total of these services is $49,140 for the 2024-25 assessment. The costs related to the Direct Supplemental Services are apportioned to the property that it benefits and levied to the benefited property’s tax ID. A detailed use report of these Direct Supplemental Services is available upon request. Additionally, the City retains a reserve of an estimated 90 days of operating costs calculated based on the annual budget for the Public Improvements. The 90 days of operating costs are apportioned to the Facility Property, waterfront Property and Related Development Property based on the percentages described below. Table D-1 below shows the special benefits analysis. The costs for the traffic management system and enhanced police services shown below are allocated 100% to the Facility Property. The costs for the enhanced development services, lake maintenance, and the street and roadway Public Improvements are allocated on a per-acre basis to the Facility Property, the Waterfront Property and the Related Development Property such that the Facility Property is apportioned approximately 41.66 percent (107.47 Facility Property/257.939495 total acres); the Waterfront Property is apportioned approximately 6.36 percent (16.421 Waterfront Property/257.939495 total acres); and the Related Development Property is apportioned approximately 51.97 percent (134.054995 Related Development Property/257.939495 total acres). [Remainder of page left blank intentionally.] Exhibit D to The Colony SAP – Facility Public Improvements Cost Special Benefit Analysis - Page 1 1775.016\874945.7 2023-24 Public Improvement Costs Description of Public Improvements Total Estimated Cost Cost Allocated to Facility Property Cost Allocated to Waterfront Property Cost Allocated to Related Development Property Traffic management system $47,256.52 $47,256.52 $0 $0 Enhanced police services $253,994.15 $253,994.15 $0 $0 Enhanced development services $0 $0 $0 $0 Street and roadway improvement $822,200 $342,568.07 $52,322.36 $427,309.58 Lake maintenance $29,000 $12,082.79 $1,845.47 $15,071.73 PUBLIC IMPROVEMENT TOTALS $1,152,450.67 $655,901.53 $54,167.83 $442,381.31 90 Days Operating Cost Reserve $284,165.92 $118,397.19 $18,083.47 $147,685.26 Annual Direct Supplemental Services Costs $49,140 0 0 $49,140 TOTALS 1,485,756.59 $774,298.72 $72,251.30 $639,206.57 Exhibit D to The Colony SAP – Facility Public Improvements Cost Special Benefit Analysis - Page 2 1775.016\874945.7 2023-24 Public Improvement Costs Benefit Allocation Public Improvements TOTALS Special Benefit to Facility Property Special Benefit to Waterfront Property Special Benefit to Related Development Property Traffic management system $47,256.52 100% 0% 0% Enhanced police services $253,994.15 100% 0 0% Enhanced development services $0 41.66% 6.36% 51.97% Street and roadway improvements $822,200.00 41.66% 6.36% 51.97% Lake maintenance $29,000.00 41.66% 6.36% 51.97% TOTALS $1,152,450.67 90 Days Operating Cost Reserve $284,166 41.66% 6.36% 51.97% Annual Direct Supplemental Services Costs $49,140 100% TOTALS 1,485,756.59 Exhibit E Assessment Roll Exhibit E to The Colony SAP – Assessment Roll - Page 1 1775.016\874945.7 1. Outstanding 2013 Facility Public Improvement Assessment levied against Facility Property consisting of Tax Parcels No. 657618 and 657619 is $77,845.63. 2. Assessment Roll for Additional Facility Public Improvements, Waterfront Public Improvements and Related Development Public Improvements as levied by the 2024 Assessment Ordinance: Tax Parcel Assessment Facility Property ($613,682.54) #657618 – 81.99 acres ~76.29% $468,184.90 #657619 – 25.48 acres ~23.71% $145,497.64 Waterfront Property ($47,719.48) #957987 – 13.774 acres~83.91% $40,043.14 #704832 – 0.675 acres~4.11% $1,962.33 #957988 - .506 acres ~3.08% $1,471.02 #957989 – 0.2976 acres ~1.81% $865.17 #957990 – 0.2717 acres ~ 1.66% $789.87 #957991 – 0.4838 acres ~ 2.95% $1,406.48 #957992 – 0.4064 acres ~ 2.48% $1,181.47 Related Development Property ($438,858.56) #692390 – 2.015 acres ~ 1.50% $5,857.92 #692391 – 2.105 acres ~ 1.57% $6,119.56 #653843 – 2.944 acres ~ 2.20% $8,558.66 #653844 – 2.683 acres ~ 2.00% $7,799.90 #674231 – 3.386 acres ~ 2.53% $9843.62 #692387 – 1.903 acres ~ 1.42% $5532.31 #692388 – 0.301 acres ~ 0.22% $875.05 #692379 – 2.931 acres ~2.19% $8,520.87 #692380 – 0.204 acres ~ 0.15% $593.06 #732382 – 8.551 acres ~ 6.38% $25,129.08 #748393 – 79.089 acres ~ 59.00% $245,224.95 #753491 – 5.839 acres ~ 4.36% $16,974.54 #753492 – 1.574 acres ~ 1.17% $4,575.16 #674218-3.645 acres ~2.72% $19,956.58 Exhibit E Assessment Roll Exhibit E to The Colony SAP – Assessment Roll - Page 2 1775.016\874945.7 #692389-1.925 acres ~1.44% $5,596.27 #1004631- 1.029 acres ~.77% $2,991.46 #1003642- 3.581 acres ~2.67% $15,540.52 #1015683- 10.35 acres ~7.72% $49,169.05 E-1 Bond Debt Service Schedules for Calculating Debt Service Shortfalls Exhibit E-1 to The Colony SAP – Bond Debt Service Schedules for Calculating Debt Service Shortfalls - Page 1 1775.016\874945.7 E-1 Bond Debt Service Schedules for Calculating Debt Service Shortfalls Exhibit E-1 to The Colony SAP – Bond Debt Service Schedules for Calculating Debt Service Shortfalls - Page 2 1775.016\874945.7 E-1 Bond Debt Service Schedules for Calculating Debt Service Shortfalls Exhibit E-1 to The Colony SAP – Bond Debt Service Schedules for Calculating Debt Service Shortfalls - Page 3 1775.016\874945.7 E-1 Bond Debt Service Schedules for Calculating Debt Service Shortfalls Exhibit E-1 to The Colony SAP – Bond Debt Service Schedules for Calculating Debt Service Shortfalls - Page 4 1775.016\874945.7 E-1 Bond Debt Service Schedules for Calculating Debt Service Shortfalls Exhibit E-1 to The Colony SAP – Bond Debt Service Schedules for Calculating Debt Service Shortfalls - Page 5 1775.016\874945.7 E-1 Bond Debt Service Schedules for Calculating Debt Service Shortfalls Exhibit E-1 to The Colony SAP – Bond Debt Service Schedules for Calculating Debt Service Shortfalls - Page 6 1775.016\874945.7 E-1 Bond Debt Service Schedules for Calculating Debt Service Shortfalls Exhibit E-1 to The Colony SAP – Bond Debt Service Schedules for Calculating Debt Service Shortfalls - Page 7 1775.016\874945.7 E-1 Bond Debt Service Schedules for Calculating Debt Service Shortfalls Exhibit E-1 to The Colony SAP – Bond Debt Service Schedules for Calculating Debt Service Shortfalls - Page 8 1775.016\874945.7 E-1 Bond Debt Service Schedules for Calculating Debt Service Shortfalls Exhibit E-1 to The Colony SAP – Bond Debt Service Schedules for Calculating Debt Service Shortfalls - Page 9 1775.016\874945.7 E-1 Bond Debt Service Schedules for Calculating Debt Service Shortfalls Exhibit E-1 to The Colony SAP – Bond Debt Service Schedules for Calculating Debt Service Shortfalls - Page 10 1775.016\874945.7 E-1 Bond Debt Service Schedules for Calculating Debt Service Shortfalls Exhibit E-1 to The Colony SAP – Bond Debt Service Schedules for Calculating Debt Service Shortfalls - Page 11 1775.016\874945.7 E-1 Bond Debt Service Schedules for Calculating Debt Service Shortfalls Exhibit E-1 to The Colony SAP – Bond Debt Service Schedules for Calculating Debt Service Shortfalls - Page 12 1775.016\874945.7 E-1 Bond Debt Service Schedules for Calculating Debt Service Shortfalls Exhibit E-1 to The Colony SAP – Bond Debt Service Schedules for Calculating Debt Service Shortfalls - Page 13 1775.016\874945.7 E-1 Bond Debt Service Schedules for Calculating Debt Service Shortfalls Exhibit E-1 to The Colony SAP – Bond Debt Service Schedules for Calculating Debt Service Shortfalls - Page 14 1775.016\874945.7 20545 Exhibit F Chronological History of City Council Legislative Actions for the District Exhibit F to The Colony SAP –- Chronological History of City Council Legislative Actions for the District - Page 1 1775.016\874945.7 Below is a summary of prior legislative actions of the City Council for the District, including the levy of all Assessments against benefitted property within the District. This Exhibit F shall be updated with each Annual Service Plan Update. Items marked with an (**) were validated as part of the matter styled Ex Parte City of The Colony in the 53rd District Court of Travis County, Texas (the "Bond Validation Suit") for which a Final Judgment was issued on January 18, 2012. September 17, 2012**  Landowner petition ("PID Creation Petition") for the establishment of the District is submitted to the City and filed with the City Secretary. September 18, 2012  City Council approved Resolution No. 2012-067 accepting the PID Creation Petition and calling a public hearing on the creation of the District for October 8, 2012. September 21, 2012**  Notice of "City of The Colony, Texas, Notice of Public Hearing Regarding the Proposed Establishment of City of The Colony Public Improvement District No. 1" is mailed to "Property Owners" as required by the Act. September 22, 2012**  Notice of "City of The Colony, Texas, Notice of Public Hearing Regarding the Proposed Establishment of City of The Colony Public Improvement District No. 1" is published in the Denton Record Chronicle as required by the Act. September 26, 2012**  City Council by motion accepts and approves PID Creation Petition, waiver of the 15-day notice for the public hearing on the creation of the District to be held on October 8, 2012, and waiver of the 20-day protest period for the commencement of construction of the Authorized Improvements. October 8, 2012**  After considering all written and documentary evidence presented at the public hearing described above, City Council approved Resolution No. 2012-073 authorizing the creation of the District. October 9, 2012**  Publication of Resolution No. 2012-073 authorizing the creation of the District as required by the Act. December 11, 2012  City Council approved Resolution No. 2012-100 accepting a preliminary service and assessment plan, proposed assessment roll and proposed reimbursement agreement for the District and calling a public hearing ("2013 Assessment Hearing") for January 15, 2013 to consider an ordinance levying assessments on benefitted property within the District, and directing publication and mailing of statutory notices for such hearing. December 17, 2012**  Notice of "City of The Colony, Texas, Notice of Public Hearing on Assessment Ordinance for the City of The Colony Public Improvement District No. 1" is mailed to "Property Owners" as required by the Act. December 19, 2012**  Notice of "City of The Colony, Texas, Notice of Public Hearing on Assessment Ordinance for the City of The Colony Public Improvement District No. 1" is published in the Denton Record Chronicle as required by the Act. January 15, 2013  City Council conducted the 2013 Assessment Public Hearing and approved a motion to continue the 2013 Assessment Public Hearing to February 7, 2013. Exhibit F Chronological History of City Council Legislative Actions for the District Exhibit F to The Colony SAP –- Chronological History of City Council Legislative Actions for the District - Page 2 1775.016\874945.7 February 7, 2013**  After considering all written and documentary evidence presented at the public hearing described above, the City Council approved Ordinance No. 2013-1992, recorded as Instrument No. 2013-20487 in the real property records of Denton County, Texas (the “2013 Assessment Ordinance”), which (i) approved and accepted the “City of The Colony, Texas, Public Improvement District No. 1 Service and Assessment Plan” dated February 7, 2013 (the “Original Service and Assessment Plan”), (ii) levied the 2013 Facility Public Improvement Assessment against the Facility Property for the 2013 Public Improvements as shown on the Assessment Roll attached as Exhibit G to the Original Service and Assessment Plan, and (iii) deferred levying the 2013 Related Development Deferred Assessment for the portion of the 2013 Public Improvements Cost that specially benefits the Related Development Property.  City Council approved Resolution No 2013-008 approving the 2013 LGC Sales Tax Bonds, the 2013A LGC Sales Tax Bonds, and the 2013 LGC Tax Bonds and approving the 2013 LGC Sales Tax Bonds Reimbursement Agreement and the 2013 LGC Tax Bonds Reimbursement Agreement.  City Council approved Resolution No. 2013-009 approving the 2013 Type A Bonds and approving the 2013 Type A Bonds Reimbursement Agreement.  City Council approved Resolution No. 2013-010 approving the 2013 Type B Bonds and approving the 2013 Type B Bonds Reimbursement Agreement. April 21, 2015  City Council approved Resolution No. 2015-042 accepting the City of The Colony Public Improvement District No. 1 Preliminary 2015 Annual Service and Assessment Plan, dated March 17, 2015, including proposed assessment roll for the District and calling a public hearing ("2015 Assessment Public Hearing") for May 5, 2015 to consider an ordinance levying assessments in the aggregate amount of $1,379,301.00 on benefitted property within the District, and directing publication and mailing of statutory notices for such hearing. May 5, 2015  After notice was properly mailed and published and required by the PID Act, the City Council conducted the 2015 Assessment Public Hearing.  After considering all written and documentary evidence presented at the duly noticed public hearing described above, the City Council approved Ordinance No. 2015-2136 (the "2015 Assessment Ordinance") which approved the 2015 Annual Service Plan Update and levied Assessments in the aggregate amount of $1,379,301 consisting of: (i) $959,247.96 against the Facility Property for costs of Additional Facility Public Improvements (the "2015 Facility Assessment"), (ii) $369,143.53 for Boardwalk Public Improvement Costs (as defined in the 2015 Annual Service Plan Update) and $50,909.51 for Related Development Public Improvements Costs against the benefitted portions of the Related Development Property (collectively, the aggregate $420,053.04 amount is referred to as the "2015 Related Development Assessment") August 18, 2015  City Council approved Resolution No. 2015-066 accepting the City of The Colony Public Improvement District No. 1 Preliminary 2015-16 Annual Service and Assessment Plan, dated August 13, 2015, including proposed assessment roll for the District, and calling a public hearing ("2015-16 Assessment Public Hearing") for September 1, 2015 to consider an ordinance levying assessments in the aggregate amount of $1,454,992.00 on benefitted property within the District, and directing publication and mailing of statutory notices for such hearing. Exhibit F Chronological History of City Council Legislative Actions for the District Exhibit F to The Colony SAP –- Chronological History of City Council Legislative Actions for the District - Page 3 1775.016\874945.7 September 15, 2015  After notice was properly mailed and published and required by the PID Act, the City Council conducted the 2015-16 Assessment Public Hearing.  After considering all written and documentary evidence presented at the public hearing described above, the City Council approved Ordinance No. 2015-2160 (the "2015 Assessment Ordinance") which approved the 2015 Annual Service Plan Update and levied Assessments in the aggregate amount of $1,454,992 consisting of: (i) $1,218,234.83 against the Facility Property for costs of Additional Facility Public Improvements (the "2015 Facility Assessment"), (ii) $148,428.69 for Boardwalk Public Improvement Costs (as defined in the 2015 Annual Service Plan Update) and $88,328.48 for Related Development Public Improvements Costs against the benefitted portions of the Related Development Property (collectively, the aggregate $236,757.17 amount is referred to as the "2015 Related Development Assessment") August 16, 2016  City Council approved Resolution No. 2016-049 accepting the City of The Colony Public Improvement District No. 1 Preliminary 2016-17 Annual Service and Assessment Plan, dated August 10, 2016, including proposed assessment roll for the District, and calling a public hearing ("2016 Assessment Public Hearing") for September 6, 2016 to consider an ordinance levying assessments in the aggregate amount of $1,162,836.00 on benefitted property within the District, and directing publication and mailing of statutory notices for such hearing. September 6, 2016  After notice was properly mailed and published and required by the PID Act, the City Council conducted the 2016 Assessment Public Hearing.  After considering all written and documentary evidence presented at the public hearing described above, the City Council approved Ordinance No. 2016-2232 (the "2016 Assessment Ordinance") which approved the 2016 Annual Service Plan Update and levied Assessments in the aggregate amount of $1,162,836.00 consisting of: (i) $875,155.64 against the Facility Property for costs of Additional Facility Public Improvements (the "2016 Facility Assessment"), (ii) $120,673.24 for Boardwalk Public Improvement Costs (as defined in the 2016 Annual Service Plan Update) and $167,007.12 for Related Development Public Improvements Costs against the benefitted portions of the Related Development Property (collectively, the aggregate $287,681.36 amount is referred to as the "2016 Related Development Assessment"). September 5, 2017  City Council approved Resolution No. 2017-078 accepting the City of The Colony Public Improvement District No. 1 Preliminary 2017-18 Annual Service and Assessment Plan, dated August 16, 2017, including proposed assessment roll for the District, and calling a public hearing ("2017 Assessment Public Hearing") for September 19, 2017 to consider an ordinance levying assessments in the aggregate amount of $1,531,458.00 on benefitted property within the District, and directing publication and mailing of statutory notices for such hearing. September 19, 2017  After notice was properly mailed and published and required by the PID Act, the City Council conducted the 2017 Assessment Public Hearing.  After considering all written and documentary evidence presented at the public hearing described above, the City Council approved Ordinance No. 2017-2283 (the "2017 Assessment Ordinance") which approved the 2017 Annual Service Plan Update and levied Assessments in the aggregate amount of $1,531,458 consisting of: (i) $658,465 against the Exhibit F Chronological History of City Council Legislative Actions for the District Exhibit F to The Colony SAP –- Chronological History of City Council Legislative Actions for the District - Page 4 1775.016\874945.7 September 19, 2017 (continued) Facility Property for costs of Additional Facility Public Improvements (the "2017 Facility Assessment"), (ii) $402,978 for Waterfront Public Improvement Costs (as defined in the 2017 Annual Service Plan Update) and $470,015 for Related Development Public Improvements Costs against the benefitted portions of the Related Development Property (collectively, the aggregate $872,993 amount is referred to as the "2017 Related Development Assessment"). August 21, 2018  City Council approved Resolution No. 2018-071 accepting the City of The Colony Public Improvement District No. 1 Preliminary 2018-19 Annual Service and Assessment Plan, dated August 16, 2018, including proposed assessment roll for the District, and calling a public hearing ("2018 Assessment Public Hearing") for September 18, 2018 to consider an ordinance levying assessments in the aggregate amount of $1,497,805.98 on benefitted property within the District, and directing publication and mailing of statutory notices for such hearing. September 18, 2018  After notice was properly mailed and published and required by the PID Act, the City Council conducted the 2018 Assessment Public Hearing.  After considering all written and documentary evidence presented at the public hearing described above, the City Council approved Ordinance No. 2018-2235 (the "2018 Assessment Ordinance") which approved the 2018 Annual Service Plan Update and levied Assessments in the aggregate amount of $1,497,805.98 consisting of: (i) $810,379.62 against the Facility Property for costs of Additional Facility Public Improvements (the "2018 Facility Assessment"), (ii) $83,293.66 for Waterfront Public Improvement Costs (as defined in the 2018 Annual Service Plan Update) and $604,132.70 for Related Development Public Improvements Costs against the benefitted portions of the Related Development Property (collectively, the aggregate $687,426.36 amount is referred to as the "2018 Related Development Assessment"). August 20, 2019  City Council approved Resolution No. 2019-065 accepting the City of The Colony Public Improvement District No. 1 Preliminary 2019-20 Annual Service and Assessment Plan, dated August 15, 2019, including proposed assessment roll for the District, and calling a public hearing ("2019 Assessment Public Hearing") for September 17, 2019 to consider an ordinance levying assessments in the aggregate amount of $1,061,109.02 on benefitted property within the District, and directing publication and mailing of statutory notices for such hearing. September 17, 2019  After notice was properly mailed and published and required by the PID Act, the City Council conducted the 2019 Assessment Public Hearing.  After considering all written and documentary evidence presented at the public hearing described above, the City Council approved Ordinance No. 2019-2376 (the "2019 Assessment Ordinance") which approved the 2019 Annual Service Plan Update and levied Assessments in the aggregate amount of $1,061,109.02 consisting of: (i) $570,667.99 against the Facility Property for costs of Additional Facility Public Improvements (the "2019 Facility Assessment"), (ii) $49,965.50 for Waterfront Public Improvement Costs (as defined in the 2019 Annual Service Plan Update) and $440,475.53 for Related Development Public Improvements Costs against the benefitted portions of the Related Development Property (collectively, the aggregate $490,441.03 amount is referred to as the "2019 Related Development Assessment"). Exhibit F Chronological History of City Council Legislative Actions for the District Exhibit F to The Colony SAP –- Chronological History of City Council Legislative Actions for the District - Page 5 1775.016\874945.7 August 5, 2020  City Council approved Ordinance No. 2020-2403 accepting the City of The Colony Public Improvement District No. 1 Preliminary 2020-21 Annual Service and Assessment Plan, dated August 13, 2020, including proposed assessment roll for the District, and calling a public hearing ("2020 Assessment Public Hearing") for September 15, 2020 to consider an ordinance levying assessments in the aggregate amount of $1,061,109.02 on benefitted property within the District, and directing publication and mailing of statutory notices for such hearing. September 15, 2020  After notice was properly mailed and published and required by the PID Act, the City Council conducted the 2020 Assessment Public Hearing.  After considering all written and documentary evidence presented at the public hearing described above, the City Council approved Ordinance No. 2020-2407 (the "2020 Assessment Ordinance") which approved the 2020 Annual Service Plan Update and levied Assessments in the aggregate amount of $1,061,109.02 consisting of: (i) $570,667.99 against the Facility Property for costs of Additional Facility Public Improvements (the "2020 Facility Assessment"), (ii) $49,965.50 for Waterfront Public Improvement Costs (as shown in Exhibit B of the 2020 Assessment Ordinance) and $440,475.53 for Related Development Public Improvements Costs against the benefitted portions of the Related Development Property (collectively, the aggregate $490,441.03 amount is referred to as the "2020 Related Development Assessment"). January 19, 2021  City Council approved Ordinance No. 2021-2430 approving an Approving an Amended and Restated Service and Assessment Plan for the District, Including Assessment Roll for The City of The Colony Public Improvement District No. 1.  City Council approved Resolution No. 2021-006 approving and Consenting to The Colony Local Development Corporation Tax Increment Contract Revenue Refunding Bonds (Nebraska Furniture Mart Texas Project) Taxable Series 2021. August 17th, 2021  City Council approved Resolution No. 2021-053 accepting the City of The Colony Public Improvement District No. 1 Preliminary 2021-22 Annual Service and Assessment Plan, dated August 13, 2020, including proposed assessment roll for the District, and calling a public hearing ("2021 Assessment Public Hearing") for September 7, 2021 to consider an ordinance levying assessments in the aggregate amount of $902,327on benefitted property within the District, and directing publication and mailing of statutory notices for such hearing. September 7th, 2021  After notice was properly mailed and published and required by the PID Act, the City Council conducted the 2021 Assessment Public Hearing.  After considering all written and documentary evidence presented at the public hearing described above, the City Council approved Ordinance No. 2021-2449 (the "2021 Assessment Ordinance") which approved the 2021 Annual Service Plan Update and levied Assessments in the aggregate amount of $902,327 consisting of: (i) $535,879.94 against the Facility Property for costs of Additional Facility Public Improvements (the "2021 Facility Assessment"), (ii) $41,034.82 for Waterfront Public Improvement Costs (as shown in Exhibit B of the 2021 Assessment Ordinance) and $325,412.13 for Related Development Public Improvements Costs against the benefitted portions of the Related Development Property (collectively, the aggregate $366,446.95 amount is referred to as the "2021 Related Development Assessment"). The 2021 Assessment Ordinance was recorded as Document No. 168472 on September 14th, 2021 in the Real Property Records of Denton County. Exhibit F Chronological History of City Council Legislative Actions for the District Exhibit F to The Colony SAP –- Chronological History of City Council Legislative Actions for the District - Page 6 1775.016\874945.7 August 16th, 2022  City Council approved Resolution No. 2022-054 accepting the City of The Colony Public Improvement District No. 1 Preliminary 2022-23 Annual Service and Assessment Plan, dated August 14th, 2022, including proposed assessment roll for the District, and calling a public hearing ("2022 Assessment Public Hearing") for September 6, 2022 to consider an ordinance levying assessments in the aggregate amount of $1,304,422 on benefitted property within the District, and directing publication and mailing of statutory notices for such hearing. October 18th, 2022  After notice was properly mailed and published and required by the PID Act, the City Council conducted the 2022 Assessment Public Hearing.  After considering all written and documentary evidence presented at the public hearing described above, the City Council approved Ordinance No. 2022-2491 (the "2022 Assessment Ordinance") which approved the 2022 Annual Service Plan Update and levied Assessments in the aggregate amount of $1,304,421.76 consisting of: (i) $731,985.36 against the Facility Property for costs of Additional Facility Public Improvements (the "2022 Facility Assessment"), (ii) $68,245.18 for Waterfront Public Improvement Costs (as shown in Exhibit B of the 2022 Assessment Ordinance) and $504,191.22 for Related Development Public Improvements Costs against the benefitted portions of the Related Development Property (collectively, the aggregate $572,436.40 amount is referred to as the "2021 Related Development Assessment"). The 2022 Assessment Ordinance was recorded as Document No. 149037 on October 21st, 2022 in the Real Property Records of Denton County. August 15th, 2023  City Council approved Resolution No. 2023-057 accepting the City of The Colony Public Improvement District No. 1 Preliminary 2023-24 Annual Service and Assessment Plan, dated August 15th, 2023, including proposed assessment roll for the District, and calling a public hearing ("2023 Assessment Public Hearing") for September 5th, 2023 to consider an ordinance levying assessments in the aggregate amount of $1,335,447 on benefitted property within the District, and directing publication and mailing of statutory notices for such hearing. September 19th, 2023  After notice was properly mailed and published and required by the PID Act, the City Council conducted the 2023 Assessment Public Hearing.  After considering all written and documentary evidence presented at the public hearing described above, the City Council approved Ordinance No. 2023-2535 (the "2023 Assessment Ordinance") which approved the 2023 Annual Service Plan Update and levied Assessments in the aggregate amount of $1,335,447 consisting of: (i) $691,853.18 against the Facility Property for costs of Additional Facility Public Improvements (the "2023 Facility Assessment"), (ii) $61,601.36 for Waterfront Public Improvement Costs (as shown in Exhibit B of the 2023 Assessment Ordinance) and $581,992.92 for Related Development Public Improvements Costs against the benefitted portions of the Related Development Property (collectively, the aggregate $643,594.28 amount is referred to as the "2023 Related Development Assessment"). The 2023 Assessment Ordinance was recorded as Document No. 101705 on September 20th, 2023 in the Real Property Records of Denton County. [September 3rd , 2024]  City Council approved Resolution No. xxxxxxxx accepting the City of The Colony Public Improvement District No. 1 Preliminary 2024-25 Annual Service and Assessment Plan, dated September 3rd ,2023, including proposed assessment roll for the District, and calling a public hearing ("2024 Assessment Public Hearing") for September 17th, 2024 to consider Exhibit F Chronological History of City Council Legislative Actions for the District Exhibit F to The Colony SAP –- Chronological History of City Council Legislative Actions for the District - Page 7 1775.016\874945.7 an ordinance levying assessments in the aggregate amount of $1,100,261 on benefitted property within the District, and directing publication and mailing of statutory notices for such hearing. [September 17th, 2024]  After notice was properly mailed and published and required by the PID Act, the City Council conducted the 2024 Assessment Public Hearing.  After considering all written and documentary evidence presented at the public hearing described above, the City Council approved Ordinance No. XXXXX (the "2024 Assessment Ordinance") which approved the 2024 Annual Service Plan Update and levied Assessments in the aggregate amount of $1,100,261 consisting of: (i) $613,682.54 against the Facility Property for costs of Additional Facility Public Improvements (the "2024 Facility Assessment"), (ii) $47,719.48 for Waterfront Public Improvement Costs (as shown in Exhibit B of the 2024 Assessment Ordinance) and $438,858.56 for Related Development Public Improvements Costs against the benefitted portions of the Related Development Property (collectively, the aggregate $486,578.04 amount is referred to as the "2024 Related Development Assessment"). The 2024 Assessment Ordinance was recorded as Document No. XXXXXXX on September XXX, 2024 in the Real Property Records of Denton County.