HomeMy WebLinkAbout06/06/2005 City Council-SS
00815L1
June 6, 2005 Special Session
I MINUTES OF JOINT SPECIAL SESSION OF CITY COUNCIL AND THE ECONOMIC
DEVELOPMENT CORPORATION BOARD OF DIRECTORS
HELD ON
JUNE 6, 2005
The Joint Special Session ofthe City Council of the City of The Colony, Texas, and the Economic
Development Corporation was called to order at 6:05 p.m. on the 6th day of June 2005, at City Hall,
6800 Main Street, The Colony, Texas, with the following roll call:
John Dillard Mayor Present
Allen Harris Councilmember Present
Scott Ward Councilmember Present
Joe McCourry Mayor Pro-tem Present
Lynda Bayliss Councilmember Present
Perry Schrag Councilmember Present
Joel Marks Councilmember Present
Economic Development Corporation Board of Directors present:
Robert Norris, Chair
Al Garcia
I Bo Trosper
Kevin Greene
A quorum was established for the City Council and the Economic Development Board (4A) and the
following items were addressed:
2.0 Executive Session
2.1 City Council and The Colony Economic Development Corporation Board of Directors
shall meet jointly in a closed Executive Session pursuant to Section 551.087 of the
TEXAS LOCAL GOVERNMENT CODE to deliberate the offer of financial or other incentive
to a business prospect.
6:05 p.m. Mayor Dillard announced that the city council and the 4A board would convene
into closed Executive Session.
3.0 Reconvene to Open Session 6:55 p.m.
3.1 The ColollY Economic Development Corporation-
Any action as a result of Executive Session regarding financial or other incentive to a
business prospect.
EDC Chair Robert Norris asked the board if there is any action to be taken as a result of
I executive session.
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00815.J
June 6, 2005 Special Session
The following motion was made by Kevin Greene:
Motion to approve an economic incentive agreement with Jackson Shaw for development
of approximately 92 acres located at State Highway 121 and Morningstar in accordallce
with the attached Exhibit A; second by Al Garcia; motion passed with all ayes.
EDC meeting was adjourned.
3.2 The Colony City Council-
Any action as a result of Executive Session regarding financial or other incentive to a
business prospect.
Mayor Dillard asked if any action was to be taken as a result of executive session.
The following motion was made by Councilmember Harris:
Motion to approve an economic incentive agreement with Jackson Shaw for development
of approximately 92 acres located at State Highway 121 and Mornillgstar in accordance
with the attached Exhibit A; second by McCourry; motion passed with all ayes.
And with no further business to discuss the special joint meeting was adjourned at 6:57 p.m.
APPROVED:
ATTEST:
C~Iu-!A/~^_
C 'stie Wilson, TRMC, City Secretary
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STATE OF TEXAS S
I 9 ECONOMIC DEVELOPMENT INCENTIVE AGREEMENT
COUNTY OF DENTON 9
This Economic Development Incentive Agreement ("Agreement") is made by and among
The Colony Economic Development Corporation ("TCEDC"), the City of the Colony ("City")
and Jackson-Shaw/Cascades Limited Partnership ("Company"), acting by and through their
respective authorized officers.
WITNESSETH:
WHEREAS, the Company owns or is under contract to purchase the real property
consisting of approximately 92 net acres of land located at the northeast corner of State Highway
121 and Morning Star Drive in The City of The Colony, Texas and being further described in
Exhibit "A" (the "Property"); and
WHEREAS, the Company intends to develop and construct a mixed use development on
the Property which may include, among others, the following uses: town homes, patio homes,
retail, office, flex space and a hotel (collectively hereinafter defined as the "Project') and the
necessary public infrastructure for the Project (hereinafter defined as the "Infrastructure"); and
WHEREAS, the Company has advised TCEDC that a contributing factor that would
induce the Company to develop the Project would be an agreement by TCEDC to provide an
I economic development grant to defray a portion ofthe costs of Infrastructure for the Project; and
WHEREAS, TCEDC has adopted programs for promoting economic development; and
WHEREAS, the Development Corporation Act, article 5190.6 TEX. REV. CIV. STAT.
authorizes TC;EDC to provide economic development grants suitable for expenditures to promote
or develop new or expanded business enterprises; and
WHEREAS, TCEDC has determined that making an economic development grant to
Company in accordance with this Agreement will further the objectives of TCEDC and will
benefit TCEDC and the inhabitants of the City;
NOW THEREFORE, in consideration of the foregoing, and on the terms and conditions
hereinafter set forth, and for other valuable consideration the receipt and sufficiency of which are
hereby acknowledged, the r arties agree as follows:
Article I
Definitions
Wherever used in this Agreement, the following terms shall have the meanings ascribed
to them:
I "Capital Investment" shall mean the total capitalized cost of the Project.
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"City" shall mean the City of The Colony, Texas.
"Commencement Date" shall mean the later of the date of Company's closing of
the purchase of the Property or the date of approval by the City of re-zoning of a portion
of the Property for the Residential Development.
"Commencement of Construction" shall mean that (i) the plans have been
prepared and all approvals thereof required by applicable governmental authorities have
been obtained for construction of the respective Infrastructure; (ii) all necessary permits
for the construction of the respective Infrastructure pursuant to the respective plans
therefore having been issued by all applicable governmental authorities; and (iii) grading
of the Property or the construction of the vertical elements of the Infrastructure, as the
case may be, has commenced.
"Commercial Development" shall collectively mean that portion of the Project to
be developed for commercial development, which shall contain a minimum of 38 acres
but not more than 50 acres and is depicted on Exhibit "B" attached hereto.
"Company" shall mean Jackson-Shaw/Cascades Limited Partnership and its
successor and permitted assigns.
"Completion of Construction" shall mean that (i) the construction of the
Infrastructure has been substantially completed; and (ii) the City has accepted the same.
"Debt" shall mean certificates of obligation or other debt instrument having a 20-
year maturity having an interest rate of not more than 6%, issued by the City on behalf of
TCEDC or other financing for the funding of the Grants and other costs herein; provided
however in the event the City is required to issue debt or other financing with an interest
rate greater than six percent (6%) or with a maturity less than 20 years, the repayment
obligations of Company set forth in this Agreement shall nonetheless be calculated at six
percent (6%) with no less than a 20 year amortization period.
"Debt Coverage Test' shall mean Tax Revenue generated by the Project for any
given calendar year equals an amount sufficient to provide a debt service ratio at least
1: 1.25 (the actual Tax Revenue generated by the Project divided by the Debt Service
payments related to the Project equals at least 125%).
"Debt Service" shall mean the City and/or the TCEDC interest and principal
payments for the issuance of the Debt for the funding of the Grants and other payments
provided herein.
"Dry Utilities hnprovements" shall mean the design and installation of electric
and natural gas utility lines along the interior streets to be constructed pursuant to this
Agreement.
"Effective Date" shall mean the last date of execution hereof.
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"Employment Positions" shall mean non-temporary full-time primary jobs
I eligible for employee benefits that have been created, maintained and filled at the Project.
In the event of voluntary or involuntary termination of an employee, which termination
causes the number of Employment Positions to fall below the number required pursuant
to this Agreement, the Company shall not be in default provided the required number of
Employment Positions is re-established within sixty (60) days of the employee
termination. To receive credit for an Employment Position, the employee must be
retained for a period not less than forty-five (45) consecutive days, provided, however,
the failure of a replacement employee to remain employed for such forty-five (45) day
period shall not result in a failure of the Company to re-establish the required number of
Employment Positions as provided above and as set forth in Section 4.1 ( c) of this
Agreement.
"Event of Bankruptcy or Insolvency" shall mean the dissolution or termination of
a party's existence as a going business, insolvency, appointment of receiver for any part
of such party's property and such appointment is not terminated within ninety (90) days
after such appointment is initially made, any general assignment for the benefit of
creditors, or the commencement of any proceeding under any bankruptcy or insolvency
laws by or against such party and such proceeding is not dismissed within ninety (90)
days after the filing thereof.
"Excess Revenue" shall mean the amount by which the actual Tax Revenue for a
given year exceeds the Minimum Required Tax Revenue for such year.
I "Expiration Date" shall mean the earlier to occur of (i) the date the Company
satisfies the Debt Coverage Test set forth in Section 4.4 or (ii) the later of the date the
Debt is fully paid and February 1, 2026.
"Force Majuere" shall mean any contingency or cause beyond the reasonable
control of a party including, without limitation, acts of God or the public enemy, war,
riot, civil commotion, insurrection, government or de facto governmental action (unless
caused by acts of omissions of the party), fires, explosions or floods, strikes, inclement
weather, slowdowns, work stoppages.
"Grant( s)" shall mean the economic development grants in the maximum amounts
set forth herein for Infrastructure costs incurred by the Company for the Project to be paid as
set forth herein.
"Impositions" shall mean all taxes, assessments, use and occupancy taxes,
charges, excises, license and permit fees, and other charges by public or governmental
authority, general and special, ordinary and extraordinary, foreseen and unforeseen,
which are or may be assessed, charged, levied, or imposed by any public or governmental
authority on the Company with respect to any property or any business owned or
controlled by Company within the City.
I "Infrastructure" means infrastructure necessary to promote or develop the Project
limited to streets and roads, rail spurs, water and electric utilities, gas utilities, drainage
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and related improvements, and telecommunications and internet improvements including
but not limited to: (1) the design, engineering and construction of streets, roads, bridges,
rail road spur improvements on or off site of the Project (and related type of
improvements) necessary for the Project or for access or improved access to the Land; (2)
the design, engineering, construction and installation of water, electric and gas utilities on
or off site of the Project necessary for the Project, and any portion of the underlying
facilities necessary to extend, enlarge, support or provide such utility systems to the
Project; (3) the design, engineering, construction and installation of drainage and related
improvements on or off site of the Project (e.g. storm sewers, detention ponds, retention
ponds, drainage pipes, culverts, over sizing of facilities) necessary for the Project; and (4)
the design, engineering, construction and installation of telecommunication and internet
improvements, on or off the site of the Project, which may include telephone, radio,
wireless or other communication systems, fiber optics or other types of networks,
cabling, computers and high technology equipment, or software necessary to provide,
enlarge, expand or improve the telecommunications and internet improvements for the
Project.
"Internal Loop Right-of-Way" shall mean the necessary right-of-way for the
construction ofthe internal street in accordance with the plans approved by the City.
"Morning Star Improvements" shall mean the design and construction of a left
turn lane and an additional median cut in accordance with plans to be approved by the
City.
"Memorial Drive Right-of-Way" shall mean the necessary right-of-way for the
Memorial Drive Expansion.
"Memorial Drive Expansion" shall mean the design and construction of Memorial
Drive from Morning Star to Navaho as a four lane public street in accordance with plans
approved by the City.
"Minimum Required Tax Revenue" shall mean annual Tax Revenue in an amount
that is at least equal to the lesser of (i) the amount shown on the annual Tax Revenue
Schedule attached as Exhibit "C" or (ii) the City's Debt Service allocable to the Project
Debt for such year.
"Northern Interior Road" shall milan the design and construction of two lane
public street interior to the Property as described in plans to be approved by the City.
"Office Creek Drainage Basin Impact Fee" shall mean the impact fees, if any, to
be assessed against the 20.9 acres of Tract E as depicted in Exhibit "D".
"Payment Request" shall mean a written request from the Company to the TCEDC
for payment of the respective Grant accompanied by when applicable: (i) written acceptance
of the respective Infrastructure by the City and (ii) written evidence reasonably satisfactory - --.,
to the TCEDC that the Company has incurred and paid Infrastructure costs in the amount of
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the Payment Request (which may not exceed the maximum amount of the Grant for the
I respective portion of the Project).
"Primary Jobs" shall have the same meaning as assigned by Article 5190.6
Vernon's Texas Civil Statutes and shall mean non-temporary full-time employment
positions at the Project eligible for employee benefits.
"Project" shall mean a mixed use development on the Property which shall consist
of the Residential Development and the Commercial Development.
"Property" shall mean the real property described in Exhibit "A".
"Residential Development" shall mean that portion of the Project for residential
development, which contains a minimum of 42 acres and not more than 50 acres and is
depicted on Exhibit "B" attached hereto.
"Shortfall" shall mean the amount by which ninety percent (90%) of the
Minimum Required Tax Revenue for a given calendar year exceeded the actual Tax
Revenue for such year plus any Excess Revenue carried over from a previous year(s) for
the calendar year in question.
"Southern Interior Road" shall mean the two lane public street interior to the
southern portion of the Property as described in plans to be approved by the City.
I "Storm Water Mitigation Parcel Improvements" shall mean the design and
construction of certain drainage improvements described in plans approved by the City as a
result of the design and construction requirements of State Highway 121 and the Texas
Department of Transportation.
"Taxable Value" shall mean the appraised value as certified by the Appraisal District
of January 1 of a given year.
"Tax Revenue" shall mean ad valorem taxes assessed on the real property (land and
improvements) within the Project which are payable to the City;.
"Tax Revenue Schedule" shall mean the annual Tax Revenue Schedule attached
as Exhibit "C".
"TCEDC" shall mean The Colony Economic Development Corporation.
"Utility Relocation" shall mean the relocation of the existing overhead power lines
on the Property as further described in plans to be approved by the City.
"Western Interior Road" shall mean the design and construction of two lane public
street interior to the western portion of the Property as described in plans to be approved by
the City.
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Article II
Term
The term of this Agreement shall begin on the last date of execution hereof (the
"Effective Date") and continue until the Expiration Date, unless sooner terminated as provided
herein.
Article III
Economic Development Grants; Project Construction
3.1 Grant Payments. Subject to the terms and conditions of this Agreement, TCEDC
agrees to provide the Company with the Grants set forth herein to offset the Company's cost of
the necessary Infrastructure for the Project.
3.2 Limitations. The Grants made hereunder shall be paid solely from the Debt or
other lawful available funds that have been appropriated by the City and/or the TCEDC. Under
no circumstances shall the City's and/or the TCEDC's obligations hereunder be deemed to create
any debt within the meaning of any constitutional or statutory provision. Consequently,
notwithstanding any other provision of this Agreement, the City and/or the TCEDC shall have no
obligation or liability to pay any portion of the Grants unless the City issues the Debt, or the City
and/or the TCEDC appropriate funds to make such payment during the budget year in which the
Grant(s) is payable. Further, neither the City and/or the TCEDC shall be obligated to pay any
commercial bank, lender or similar institution for any loan or credit agreement made by
Company. None of City's and/or the TCEDC's obligations under this Agreement shall be
pledged or otherwise encumbered in favor of any commercial lender and/or similar financial
institution.
3.3 Wastewater Facilities. The Company shall without cost to the City design,
construct and install the necessary wastewater facilities and lines for the Commercial
Development to drain to the south and to connect the existing City wastewater facilities at State
Highway 121 in accordance with the plans approved by the City. The Company shall without
cost to the City design, construct and install the necessary wastewater facilities and lines for the
Residential Development to drain to the north and to connect the existing City wastewater
facilities at northern boundary of the Property in accordance with the plans approved by the City.
The City agrees, that in the event that the wastewater facilities for the Residential Development
need to be expanded further to the north, to pay the costs to design and construct such expansion.
If a lift station is required, subject to the review and arproval of the City Engineer, the City
and/or TCEDC will pay for the lift station provided the Company conveys and/or dedicates any
necessary land to City without costs to the City.
3.4 Northern Interior Road. Subject to events of Force Majuere, Company agrees
to cause the Commencement of Construction of the Northern Interior Road to occur before 150
days after the Commencement Date; and subject to events of Force Majuere to cause Completion
of Construction of thereof to occur within 210 days thereafter. The TCEDC agrees to provide
the Company with an economic Grant in an amount of the actual costs incurred by the Company
for the Northern Interior Road Infrastructure not to exceed $614,000.00, to be paid within forty-
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five (45) days after receipt of a Payment Request following the Completion of Construction of
the Northern Interior Road.
I 3.5 Western Interior Road. Subject to events of Force Majuere, Company agrees to
cause the Commencement of Construction of the Western Interior Road to occur before 150 days
of the Commencement Date; and subject to events of Force Majuere to cause Completion of
Construction of thereof to occur within 210 days thereafter. The TCEDC agrees to provide the
Company with an economic Grant in an amount of the actual costs incurred by the Company for
the Western Interior Road Infrastructure not to exceed $375,000.00, to be paid within forty-five
(45) days after receipt of a Payment Request following the Completion of Construction of the
Western Interior Road.
3.6 Southern Interior Road. Subject to events of Force Majuere, Company agrees
to cause the Commencement of Construction of the Southern Interior Road to occur before 150
days after the Commencement Date; and subject to events of Force Majuere to cause Completion
of Construction of thereof to occur within 210 days thereafter. The TCEDC agrees to provide
the Company with an economic Grant in an amount of the actual costs incurred by the Company
for the Southern Interior Road Infrastructure not to exceed $465,000.00, to be paid within forty-
five (45) days after receipt of a Payment Request following the Completion of Construction of
the Southern Interior Road.
3.7 Mornini! Star Improvements. Subject to events of Force Majuere, Company
agrees to cause the Commencement of Construction of the Morning Star Improvements to occur
I before 175 days after the Commencement Date; and subject to events of Force Majuere to cause
Completion of Construction of thereof to occur within 210 days thereafter. The TCEDC agrees
to provide the Company with an economic Grant in an amount of the actual costs incurred by the
Company for the Morning Star Improvements Infrastructure not to exceed $201,000.00, to be
paid within forty-five (45) days after receipt of a Payment Request following the Completion of
Construction of the Morning Star Improvements.
3.8 Utility Relocation. The TCEDC agrees to provide the Company with an
economic Grant in the amount of the actual costs incurred by the Company for the Utility
Relocation not to exceed $150,000.00, in the aggregate to be paid in phases within forty-five (45)
days after receipt of a Payment Request following the Completion of Construction of the
respective phase of construction of the Utility Relocation.
3.9 Storm Water Mitii!ation Parcel Improvements. Subject to events of Force
Majuere, Company agrees to cause the Commencement of Construction of the Storm Water
Mitigation Parcel Improvements to occur as needed, as each phase of the Company's
development progresses. The TCEDC agrees to provide the Company with an economic Grant
in an amount of the actual costs incurred by Company for the Storm Water Mitigation Parcel
Improvements not to exceed $400,000.00 in the aggregate, to be paid in phases within forty-five
(45) days after receipt of a Payment Request following the Completion of Construction of the
respective phase of construction of the Storm Sewer Water Mitigation Parcel Improvements.
I 3.10 Office Creek Drainai!e Basin Impact Fee. The TCEDC agrees to provide the
Company with an economic Grant for payment of drainage impact fees to be assessed and paid
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by Company for the 20.9 acres of Tract E as depicted in Exhibit "D" in an amount of the actual
impact fees assessed and collected not to exceed $113,000.00, to be paid within forty-five (45)
days after receipt ofa Payment Request following the Company's payment of the impact fees.
3.11 Internal Loop Rii!ht-of-Way.. Subject to events of Force Majuere, Company
agrees to acquire the Internal Loop Right-of-Way on or before 150 days after the
Commencement Date. The TCEDC agrees to provide the Company with an economic Grant in
an amount of the actual costs incurred by Company for the acquisition of the Internal Loop
Right-of-Way not to exceed $765,000.00, to be paid within sixty (60) days after receipt of a
Payment Request and of the approval of a final plat dedicating the Internal Loop Right-of-Way.
3.12 Memorial Drive Rii!ht-of-Way. Subject to events of Force Majuere, Company
agrees to convey and/or dedicate by plat or separate instrument reasonably satisfactory to the
City on or before 150 days after the Commencement Date. The TCEDC agrees to provide the
Company with an economic Grant in an amount of the actual costs incurred by the Company for
the acquisition of the Memorial Drive Right-of-Way not to exceed $455,000.00, to be paid
within sixty (60) days after the receipt of a Payment Request and the approval of a final plat
dedicating the Memorial Drive Right-of-Way.
3.13 Dry Utilities Improvements. The TCEDC agrees to provide the Company with
an economic Grant in an amount of the actual costs incurred by the Company for the Dry
Utilities Improvements not to exceed $140,000.00, to be paid within forty-five (45) days after
receipt of a Payment Request following the Completion of Construction of the same
3.14 Memorial Drive Expansion. Subject to events of Force Majuere, the Company
agrees to design and construct Memorial Drive. The Company shall pay all costs of design and
construction of Memorial Drive.
Article IV
Company's Obligations Relating to Economic Development Grant
4.1 Conditions to Payment of Grant. The TCEDC's obligations to pay the Grants
to the Company shall be conditioned upon the Company not being in default under this
Agreement and the conditions set forth below.
(a) Company shall, as a condition precedent to the payment of any Grant
hereunder, provide the TCEDC with the applicable Payment Request.
(b) Company shall not at the time of delivery of a Payment Request hereunder
have an uncured breach or default ofthis Agreement.
(c) At least zero (0) Employment Positions shall be created and filled at the
Project within twelve (12) calendar months after the Effective Date. The Company shall,
within thirty (30) days after the 15t anniversary date of the Effective Date, supply TCEDC
with copies of employment records and such other information as may be reasonably --
requested by TCEDC to document compliance with the required Employment Positions.
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(d) Company shall, as a condition precedent to the payment of any Grant
I herein, make an application for a planned development district to rezone a minimum of
42 acres but not more than 50 acres of the Property for the Residential Development. In
connection with such rezoning application, Company shall ensure (through the zoning
ordinance granting such planned development, deed restrictions or otherwise) that the
minimum dwelling unit square footage for town house units is 1,200 square feet and the
minimum dwelling unit square footage for patio home units is 2,000 square feet
(e) As a condition precedent to the payment of any Grant herein the City shall
have rezoned a minimum of 42 acres but not more than 50 acres of the Property for a
planned development district for the Residential Development.
4.2 The Company agrees to grant the Home Depot located in the City an opportunity
to bid on the sale of construction materials for the Project and shall encourage its successors,
permitted assigns and their respective contractors to do the same.
4.3 Ad Valorem Tax Report. During the term of this Agreement, within thirty (30)
days after February 1 of each calendar year that this Agreement is in effect, the Company shall
provide the City and the TCEDC with: (a) copies of tax receipts showing that the ad valorem taxes
for the land and the improvements comprising the Project and which the Company still owns is
current and has been paid for the previous ending tax year.
4.4 Tax Revenue. During the Term of this Agreement, the Project must generate
I annual Tax Revenue at least equal to the lesser of (i) the amount shown on the Tax Revenue
Schedule or (ii) the City's Debt Service allocable for such year (the "Minimum Required Tax
Revenue"). If during any calendar year the actual Tax Revenue exceeds the Minimum Required
Tax Revenue, then the amount by which the actual Tax Revenue exceeds the Minimum Required
Tax Revenue (the "Excess Revenue") may be carried forward and added to the actual Tax
Revenue in subsequent calendar years in order to satisfy the Minimum Required Tax Revenue
requirement for such subsequent years. If during any calendar year the actual Tax Revenue (plus
any Excess Revenue carried over from previous years) is less than ninety percent (90%) of the
Minimum Required Tax Revenue, then the Company shall pay to the City and the TCEDC on or
before March 31 of the succeeding calendar year the amount by which ninety percent (90%) of
the Minimum Required Tax Revenue exceeded the actual Tax Revenue (plus any Excess
Revenue carried over from previous years) for the calendar year in question (the "Shortfall").
Notwithstanding anything to the contrary set forth herein, the Company's obligation to guarantee
and pay any Shortfall as provided in this Section 4.4 shall t,~rminate and have no further force or
effect for the remainder of the Term at such time as the actual Tax Revenue (not including any
Excess Revenue carried forward from any previous calendar year(s)) generated by the Project for
any given calendar year equals an amount sufficient to provide a debt coverage ratio of at least
1: 1.25 (that is to say, the actual Tax Revenue generated by the Project divided by the Debt
Service payments related to the Project equals at least 125%) (the "Debt Coverage Test").
Except as otherwise provided in Section 4.4, the provisions of this Section 4.4 shall survive
termination of this Agreement.
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4.5 Capital Investments. The Company shall cause total Capital Investment in the
Project to be at least $85 Million Dollars as of December 31, 2011.
4.6 Sale of Property. In the event Company sells or transfers the Property, or any
portion thereof, the Company's obligation set forth in Section 4.4 above, shall survive such sale
and transfer and shall continue to be in full force and effect. The obligation of Company set forth
in this Section 4.6 are personal unto the Company.
Article V
Termination
5.1 Termination Events. This Agreement shall terminate upon anyone of the
following:
(a) by written agreement of the parties;
(b) Expiration Date;
(c) by either party in the event the other party breaches in any material respect
any of the terms or conditions of this Agreement and such breach is not
cured within sixty (60) days after written notice thereof;
(d) by TCEDC and/or the City, if Company suffers an Event of Bankruptcy or
Insolvency; or
(e) by TCEDC and/or the City, if any Impositions owed to the City and/or the
TCEDC by Company or any other entity controlled by Jackson-Shaw ----
Company (but not any successor-in-ownership to the Property) shall
become delinquent (provided, however the Company (and such party)
retains the right to timely and properly protest and contest any such
Impositions) and such delinquency is not cured within thirty (30) days
after written notice thereof.
5.2 Effect of Termination. In the event this Agreement is terminated pursuant to
Section 5.1(a) or {Q}, then upon such termination, the parties shall have no further rights or
obligations to one another hereunder. In the event this Agreement is terminated by TCEDC or
the City pursuant to Section 5.1(c), @, or W, the Company shall immediately pay to the City
and TCEDC the amount of the outstanding Debt including principal and interest due thereon,
including the amount necessary to fund a full escrow for the defeasance and redemption of the
Debt. Such payment is to be paid in twelve (12) equal monthly installments on or before the first
day of each calendar mouth beginning the first day the calendar month sh~ty (60) days following
termination until paid. The payment obligation of Company set forth in this Section 5.2 shall
survive termination.
Article VI
Miscellaneous
6.1 Bindin2 A2reement. The terms and conditions of this Agreement are binding
upon the successors and assigns of all parties hereto. This Agreement may not be assigned ---
without the consent ofTCEDC and the City.
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6.2 Limitation on Liabilitv. It is acknowledged and agreed by the parties that the
I terms hereof are not intended to and shall not be deemed to create a partnership or joint venture
among the parties. It is understood and agreed between the parties that Company, in satisfying
the conditions of this Agreement, has acted independently and TCEDC and the City assume no
responsibilities or liabilities to third parties in connection with these actions. Company agrees to
indemnify and hold harmless TCEDC and the City from all such claims, suits, and causes of
actions, liabilities and expenses, including reasonable attorney's fees, of any nature whatsoever
arising out of the Company's performance of the conditions under this Agreement. In addition,
City and TCEDC understand that the Company intends to sell portions of the Property to third
parties as part of its master plan for the Project. The Company shall comply with all of the terms
and conditions of this Agreement relating to the Project, except as otherwise provided herein, the
Company shall have no liability for the failure of any other owner of any portion of the Project to
comply with this Agreement after such sale. For example, if an owner of a unit in the Residential
Development fails to pay Impositions assessed against its unit, the Company shall not be deemed
to be in breach of this Agreement.
6.3 Authorization. Each party represents that it has full capacity and authority to
grant all rights and assume all obligations that is granted and assumed under this Agreement.
6.4 Notice. Any notice required or permitted to be delivered hereunder shall be
deemed received three (3) days thereafter sent by United States Mail, postage prepaid, certified
mail, return receipt requested, addressed to the party at the address set forth below or on the day
actually received as set by courier or otherwise hand delivered.
I If intended for TCEDC, to: With a copy to:
Attn: Tom Terrall Peter G. Smith
Director of Economic Development Nichols, Jackson, Dillard,
The Colony Economic Development Corp. Hager & Smith, L.L.P.
6800 Main Street 1800 Lincoln Plaza
The Colony, Texas 75056 500 North Akard
Dallas, Texas 75201
If intended to City:
Attn: Mayor John Dillard
City of The Colony
6800 Main Street
The Colony, Texas 75056
If intended for Company: With a copy to:
Attn: Demian Salmon T. Andrew Dow, Esq.
Vice President- Development/Marketing Winstead Sechrest & Minick P.C.
Jackson-Shaw Company 5400 Renaissance Tower
I 4890 Alpha Road, Suite 100 1201 Elm Street
JACKSON-SHA W COMPANY ECONOMIC DEVELOPMENT INCENTIVE AGREEMENT - Page 11
74812
__ ____.._______m____
OU81S,
Dallas, Texas 75244 Dallas, Texas 75270
6.5 Entire A2reement. This Agreement is the entire Agreement between the parties
with respect to the subject matter covered in this Agreement. There is no other collateral oral or
written Agreement between the parties that in any manner relates to the subject matter of this
Agreement.
6.6 Governin2 Law. The Agreement shall be governed by the laws of the State of
Texas; and venue for any action concerning this Agreement shall be in the State District Court of
Denton County, Texas. The parties agree to submit to the jurisdiction of said court.
6.7 Le2al Construction. In the event anyone or more of the provisions contained in
this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect,
such invalidity, illegality, or unenforceability shall not affect other provisions, and it is the
intention of the parties to this Agreement that in lieu of each provision that is found to be illegal,
invalid, or unenforceable, a provision be added to this Agreement which is legal, valid and
enforceable and is as similar in terms as possible to the provision found to be illegal, invalid or
unenforceable.
6.8 Recitals. The recitals to this Agreement are incorporated herein.
6.9 Counterparts. This Agreement may be executed in counterparts. Each of the
counterparts shall be deemed an original instrument, but all of the counterparts shall constitute ---
one and the same instrument.
6.10 .Exhibits. All exhibits to this Agreement are incorporated herein by reference for
all purposes wherever reference is made to the same.
6.11 Conditions Precedent. This Agreement and each of the parties obligations
hereunder are subject to and conditioned on each of the following: (i) the City and/or the TCEDC
issuing approximately $4 Million Dollars of debt for the funding of the Grants and other costs
herein (which the City agrees to use best efforts to accomplish); (ii) the Company providing
copies of Company's executed partnership agreement, and any amendments thereto, any
assumed name certificates, the name, address and phone number of all partners; evidence that
Company is authorized to transact business in Texas; and evidence that Company is a valid, duly
organized and active partnership; (iii) the Company closing its purchase of the Property on or
before August 31, 2005; (iv) the Company making application for a planned development district
to re-zone a minimum of 42 acres but not more 50 acres of the Property for the Residential
Development on or before June 9,2005; and (v) the City having adopted a planned development
ordinance re-zoning a minimum of 42 acres but not more 50 acres of the Property for the
Residential Development on or before July 18, 2005.
JAcKSON-SHA W COMPANY ECONOMIC DEVELOPMENT INCENTIVE AGREEMENT - Page 12
74812
----
_.---,~~ - ---
OU818,:)
Executed on this day of ,2005.
I THE COLONY ECONOMIC DEVELOPMENT
CORPORATION
By:
Name: Robert E. Norris
Title: President
Executed on this day of ,2005.
THE CITY OF THE COLONY
By:
Name: John Dillard
Title: Mayor
Executed on this day of ,2005.
JACKSON-SHAW/CASCADE LIMITED
PARTNERSHIP
I By its general partner Jackson-Shaw Texas, Inc.
By:
Name Stephen M. Golding
Title: Vice-President
I JACKSON-SUA W COMPANY ECONOMIC DEVELOPMENT INCENTIVE AGREEMENT - Page 13
74812
OU81 F ,:
Exhibit "A"
Legal Description of Property -
BEING 4,384,107 square feet or 100.6453 acre tract of land situated in the B.B.B & c.R.R. CO.
SURVEY, ABSTRACT NO. 174, the R. P. HARDIN SURVEY, ABSTRACT NO. 611 and the
WILLIAM A. BRIDGES SURVEY, ABSTRACT NO. 112, City of The Colony, DENTON
County, Texas, and being the part of a called 781.450 acre tract ofland conveyed to Paige/121
Partnership, Ltd. by Special Warranty Deed recorded in County Clerk File No. 96-R0068033,
Deed Records of DENTON County, Texas, and being more particularly described as follows:
BEGINNING at a found 1/2 inch iron rod at the intersection of the Northwest line of State
Highway 121 (a variable width right of way) with the Southwest line of the Burlington Northern
Railroad (a variable width right of way at this location), said point being the Southeast comer of
the said 781.450 acre tract;
THENCE the following courses and distances with the Northwest line of State Highway 121:
- South 61 degrees 19 minutes 26 seconds West, a distance of 382.75 feet to a
found TXDOT right of way monument for an angle point;
- South 57 degrees 30 minutes 48 seconds West, a distance of 501.65 feet to a
found TXDOT right of way monument for an angle point;
- South 61 degrees 20 minutes 10 seconds West, a distance of 1,085.59 feet to a set
1/2 inch iron rod for a corner at the East corner of a right of way comer clip at the
intersection ofthe Northwest line of State Highway 121 with the Northeast line of
Morning Star Boulevard (a 120 foot street right of way easement recorded in
Volume 4081, Page 625, Dead Records of DENTON County, Texas);
THENCE North 73 degrees 40 minutes 12 seconds West, with the said comer clip, a distance of
63.65 feet to a set 1/2 inch iron rod for a corner at the West comer of the said right of way comer
clip and in the Northeast line of Morning Star Boulevard;
THENCE the following courses and distances with the Northeast line of Morning Star
Boulevard:
- North 28 degrees 40 minutes 12 seconds West, a distance of 45.69 feet to a 1/2
inch iron rod at the beginning of a tangent curve to the right with a central angel
of 20 degrees 30 minutes 25 seconds, a radius of 1,335.00 feet, a chord bearing of
North 18 degrees 25 minutes 00 seconds West and a chord distance of 475.27;
- Northwesterly along said curve, an arc distance of 447.81 feet to a set 1/2 inch
iron rod at the beginning of a tangent curve to the left with a central angle of 14
degrees 14 minutes 57 seconds, a radius of 1,455.00 feet, a chord bearing of North
15 degrees 17 minutes 16 seconds West and a chord distance of360.92 feet;
JAcKSON-SHA W COMPANY ECONOMIC DEVELOPMENT INCENTIVE AGREEMENT - Page 14
74812
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OU8.1, ,~
- Northwesterly along said curve, an arc distance of 361.85 feet to a set 1/2 inch
I iron rod at the beginning of a curve to the right with a central angle of 08 degrees
54 minutes 01 seconds, a radius of 5,670.00 feet, a chord bearing of North 17
degrees 57 minutes 44 seconds West and a chord distance of879.88 feet;
- Northwesterly along said curve, an arc distance of 880.77 feet to a set 1/2 inch
iron rod for a corner, said point being the South corner of a right of way corner
clip at the intersection of the Northeast line of Morning Star Boulevard with the
Southwest lines of proposed Memorial Drive (a proposed 120 foot right of way);
THENCE North 28 degrees 25 minutes 52 seconds East; with the said right of way corner clip, a
distance of 76.29 feet to a set 1/2 inch iron road for a corner in the Southeast line of proposed
:Memorial Drive;
THENCE North 70 degrees 07 minutes 22 seconds East, with the Southeast line of proposed
Memorial Drive, a distance of 14.31 feet to a set 1/2 inch iron rod for a corner;
THENCE North 19 degrees 52 minutes 38 seconds West, departing the Southeast line of
proposed Memorial Drive, a distance of 60.00 feet to a point in the center line of proposed
Memorial Drive;
THENCE the following courses and distances with the center line of proposed Memorial Drive:
I - North 70 degrees 07 minutes 22 seconds East, a distance of 3.71 feet to a found
1/2 inch iron rod at the beginning of a tangent curve to the left with a central
angle of 25 degrees 19 minutes 12 seconds, a radius of 1,390.00 feet, a chord
bearing of North 57 degrees 27 minutes 45 seconds East and a chord distance of
609.28 feet;
- Northwesterly along said curve, an arc distance of 614.27 feet to a found 1/2 inch
iron rod at the point of tangency;
- North 44 degrees 48 minutes 09 seconds East, a distance of 527.64 feet to a found
1/2 inch iron rod at the beginning of a tangent curve to the right with a central
angle of 38 degrees 44 minutes 36 seconds, a radius of 1,390.00 feet, a chord
bearing of North 64 degrees 10 minutes 27 seconds East and a chord distance of
922.11 feet;
- Northwesterly along said curve, an arc distance of 939.92 feet to a found 1/2 inch
iron rod at the point of tangency;
- North 83 degrees 32 minutes 45 seconds East, a distance of 339.03 feet to a found
1/2 inch iron rod for a corner in the Southwest line of the Burlington Northern
Railroad (a 100 foot right of way at this location);
I THENCE the following courses and distances with the Southwest line of the Burlington
Northern Railroad:
JACKSON-SHAW COMPANY ECONOMIC DEVELOPMENT INCENTIVE AGREEMENT - Page 15
74812
o U 817 _._
- South 06 degrees 27 minutes 15 seconds East, a distance of 1,250.11 feet to a
found 1/2 inch iron rod for a corner;
- South 83 degrees 30 minutes 04 seconds West, a distance of 49.58 feet to a found
1/2 inch iron rod for a comer;
- South 06 degrees 26 minutes 46 seconds East, a distance of 706.11 feet to a found
1/2 inch iron rod for a corner;
- South 89 degrees 48 minutes 33 seconds East, a distance of 50.56 feet to a found
1/2 inch iron rod for a corner;
- South 06 degrees 33 minutes 25 seconds East, a distance of 42.45 feet to the
POINT OF BEGINNING.
JACKSON-SHAW COMPANY ECONOMIC DEVELOPMENT INCENTIVE AGREEMENT - Page 16
74812
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EXHIBIT "C"
Estimated Real Property Taxes Levied by the City
On The Cascades at The Colony
Property taxes are displayed by year levied.
Collection will lag appraisal by one year.
Real
Property
Year Tax
Base 2005 $6,995
1 2006 $6,995
2 2007 $134,166
3 2008 $334,553
4 2009 $541,191
5 2010 $607,550
6 2011 $676,817
7 2012 $687,331
8 2013 $698,002
9 2014 $708,834
10 2015 $719,829
11 2016 $730,988
12 2017 $742,314
13 2018 $753,811
14 2019 $765,480
15 2020 $777 ,324
16 2021 $789,346
17 2022 $801,548
18 2023 $813,933
19 2024 $826,503
20 2025 $839,263
21 2026 $852,213
22 2027 $865,358
23 2028 $878,701
24 2029 $892,243
25 2030 $905,988
26 2031 $919,940
27 2032 $934,101
28 2033 $948,474
29 2034 $963,063
30 2035 $977,871
Total for 30 Years: $22,093,730
- _...- -- -. --
Exhibit "D" Office Creek Drainage
Basin Impact Fee Area 00817,.
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