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HomeMy WebLinkAbout02/07/2013 City Council February 7, 2013 Joint Special Session MEETING MINUTES JOINT MEETING OF THE CITY OF THE COLONY CITY COUNCIL ECONOMIC DEVELOPMENT CORPORATION (TYPE A) COMMUNITY DEVELOPMENT CORPORATION (TYPE B) THE COLONY LOCAL DEVELOPMENT CORPORATION FEBRUARY 7, 2013 The Joint Special Session of the City Council, the Local Development Corporation, the Economic Development Corporation, and the Community Development Corporation, of the City of The Colony, Texas, was called to order at 7:05 a.m. on the 7th day of February 2013, at City Hall, 6800 Main Street, The Colony, Texas, with the following roll call: 1.0 CALL ORDER & ROLL CALL; The Colony City Council Joe McCourry Mayor Present Kirk MlkUleC Councilmember Present Richard Boyer Councilmember Present Jeff Connelly Councilmember Present David Terre Councilmember Present Perry Schrag Councilmember Present Joel Marks Mayor Pro-Tern Present The Colony Local Development Corporation Joe McCourry Present Kirk Mikulec Present Richard Boyer Present Jeff Connelly Present David Terre Present Perry Schrag Present Joel Marks Present Tod Maurina Present Troy Powell Present The Colony Economic Development Corporation Tom Tvardzik Present Ferri Omonijc Absent David Pcerson Present David Smith Present L{evin Braby Present The Colony Community Development Corporation TeRon Lawrence Present Steven Sohn Present Don Beckel Present 1 February 7, 2013 Susanna Perez Absent Kathy Braby Present Lisa Leary Present Donna Cole Present Quorum was established for all boards. 2.0 REGULAR LOCAL DEVELOPMENT CORPORATION AGENDA ITEMS 2.1 Discuss and consider a resolution authorizing the president to execute documents necessary for the conveyance of an approximately 79.614 acre tract of land consistent with a real estate contract of sale dated September 26, 2012. 2.2 Discuss and consider a resolution authorizing and approving a first amendment to real estate contract of sale, amended and restated promissory note, correction special warranty deed, correction deed of trust, and all necessary documents concerning the acquisition from 121 Acquisition Company, LLC, a Texas limited liability company, an undivided interest in an approximately 346,70 acre tract of land generally located along the south side of and adjacent to the Sam Rayburn Tollway (State Highway 121), north of and adjacent to Plano Parkway, and west of Spring Creel: Parkway, concerning the Nebraska Furniture Mart Texas project. 2.3 Discuss and consider approving the December 11, 2012 meeting minutes. SEE EXHIBIT A FOR LOCAL DEVELOPMENT CORPORATION MEETING MINUTES. 3.0 REGULAR ECONOMIC DEVELOPMENT CORPORATION (TYPE A) AGENDA ITEMS 3.1 Discuss and consider a resolution authorizing the president to execute documents necessary for the conveyance of an approximately 79.614 acre tract of land consistent with a real estate contract of sale dated September 26, 2012. 3.2 Discuss and consider a resolution authorizing and approving a first amendment to real estate contract of sale, amended and restated promissory note, correction special warranty deed, correction deed of trust, and all necessary documents concerning the acquisition from 121 Acquisition Company, LLC, a Texas limited liability company, an undivided interest in an approximately 346.70 acre tract of land generally located along the south side of and adjacent to the Sam Rayburn Tollway (State Highway 121), north of and adjacent to Plano Parkway, and west of Spring Creel: Parkway, concerning the Nebraska Furniture 1\'Iart Texas project. SEE EXHIBIT B FOR ECONOMIC DEVELOPMENT CORPORATION MEETING MINUTES. 4.0 REGULAR COIVIIVIUNITY DEVELOPMENT CORPORATION (TYPE B) AGENDA ITEMS 2 February 7, 20 13 4.1 Discuss and consider a resolution authorizing the president to execute documents necessary for the conveyance of an approximately 79.614 acre tract of land consistent with a real estate contract of sale dated September 26, 2012. 4.2 Discuss and consider a resolution authorizing and approving a first amendment to real estate contract of sale, amended and restated promissory note, correction special warranty deed, correction deed of trust, and all necessary documents concerning the acquisition from 121 Acquisition Company, LLC, a Texas limited liability company, an undivided interest in an approximately 346.70 acre tract of land generally located along the south side of and adjacent to the Sam Rayburn Tollway (State Highway 121), north of and adjacent to Plano Parkway, and west of Spring Creek Parkway, concerning the Nebraska Furniture Mart Texas project. SEE EXHIBIT C FOR COMMUNITY DEVELOPMENT CORPORATION MEETING MINUTES. 5.0 REGULAR CITY COUNCIL AGENDA ITEMS 5.1 Discuss and consider a resolution authorizing the City Manager and/or Mayor to execute documents necessary for the conveyance of an approximately 82.09 acre tract or tracts of land to TxFM, Inc. [Explanation of this item also applies to agenda items 2.1, 3. 1, and 4. 1.] City Attorney Jeff Moore explained that on September- 26, 2012 an 82 acre tract of land and a 351 acre tract of land was conveyed to the Local Development Corporation (LDC), the Community Development Corporation (CDC), and the Economic Development Corporation (EDC) by 121 Acquisitions. This agenda item addresses the 82 (79.6t4) acres. The real estate contract included a "tear-up provision" that said if bonds were not issued by December 31, 2012, rather than malting an interest payment, the property could be conveyed back to 121 Acquisitions, which it was on December 28, 2012. Since then TXFM, Inc. has become the successor in interest to 12 t Acquisitions. Earlier tonight (2.1 and 4.1) the property was conveyed back to the city. Now the city needs to convey the property to TXFM, Inc. The city also desires to convey an additional 2.476 acres in additional property to TXFM, Inc. for a purchase price of $359,572.26. The 79.614 acres plus the 2.476 acres totals 82.09 acres. Motion to approve the resolution authorizing the City Manager and/or Mayor to execute any and all real estate closing documents necessary for the acquisition of the 79.614 acre tract of laud fi,oin the LDC, CDC, and EDC, and the conveyance of the 52.09 acre tract of land to T_xFM, liar, as presented- Terre; second by Mikulec; motion pass with all ayes. 5.2 Discuss and consider a resolution authorizing and approving a first amendment to real estate contract of sale, amended and restated promissory note, correction special warranty deed, correction deed of trust, and all necessary documents by and between The Colony Local Development Corporation, The Colony Economic Development Corporation, The Colony Community Development Corporation, and 121 Acquisition Company LLC a Texas limited liability company concerning the 3 February 7, 2013 acquisition of an undivided interest in an approximately 346.70 acre tract of land generally located along the south side of and adjacent to the Sam Rayburn Tollway (State Highway 121), north of and adjacent to Plano Parkway and west of Spring Creek Parkway concerning the Nebraska Furniture Mart Texas project. [Explanation of this item also applies to 2.2, 3.2, and 4.2.1 City Attorney Jeff Moore explained that on September 26, 2012 an 82 acre tract of land was conveyed to the Local Development Corporation (LDC), the Community Development Corporation (CDC), and the Economic Development Corporation (EDC) by 121 Acquisitions. This agenda item addresses the 351 acre conveyance. Originally the 351 acres was conveyed to the LDC (96.4%) and the CDC (3.6%). This document corrects the percentages of the acreage as follows: LDC (94.4%), EDC (2.8), and CDC (2.8%). 121 Acquisitions will retain 5.02 acres where the current batch plant is located, which reduces the promissory note by 5728,170.73. Motion to approve the resolution authorizing The Colony Community Development Corporation, The Colony Economic Development Corporation, and The Colony Local Development Corporation to execute the first amendment to real estate contract of sale, amended and restated promissory note, correction special warranty deed, correction deed of trust, and all necessary documents concerning the acquisition from 121 Acquisition Company, LLC, an undivided interest in the approximately 346.70 acre tract of'land, as presented-Connelly; second by Marks; motion passed with all ayes. 5.3 Continue a public hearing from January 15, 2013, discuss and consider an ordinance levying the public improvement assessment on properties located within the City of The Colony Public Improvement District No. 1, approving the final service and assessment plan for the City of The Colony Public Improvement District No. 1, and approving and authorizing the execution of the reimbursement agreement for the City of The Colony Public Improvement District No. 1. Jeff Moore explained that this item only applies to the 439.12 acres consisting of the Nebraska Furniture site. The timeline of events for this item is as follows: On September 17, 2012 - 121 Acquisition Company LLC, at the time the owner of most of the acreage filed a petition with the City requesting the creation of a public improvement district. On September 18, 2012 - City Council approved a resolution accepting the petition and setting a public hearing for October 8, 2012 to take testimony as to whether to create the PID. On October 8, 2012 -City Council conducted the public hearing on whether to create the PID and following the public hearing approved a resolution creating the PID. On December 11, 2012 - City Council approved a resolution ordering a public hearing for January 15, 2013. 4 February 7, 20 13 On January 15, 2013, the public hearing was opened and a motion was made to continue this agenda item and the public hearing to February 7, 2013 at 7:00 a.m. The public hearing was continued and closed at 7:30 a.m. with no one wishing to speak. Jeff Moore told the Council that he provided to each of them a revised Plan and pointed out the differences between the one in the packet and the revised version. He further stated that the plan addresses a Debt Service Shortfall, which would result in an assessment on the 430.919 acre Public Improvement District property in the amount of $739,983.27 per gross acre. If there is no shortfall then there will be no assessment. If there is an assessment the revenue would be collected in semi-annual installments and deposited into a PID Operating Account to pay the Debt Service Shortfalls. Reimbursement Agreements- LDC TIF Ad Valorem: City will transfer all funds in the PID Operating Account to the LDC pursuant to this reimbursement agreement. The LDC will pledge such reimbursement revenue as additional security for the Series 2013 Bonds. The LDC will calculate the amount of the Debt Service Shortfall if any and such amount shall be the portion due as reimbursement revenue to the LDC on September 5 and March 5. Semi- Annual installments will begin September 1, 2013 and continue each March 1 and September I thereafter. LDC Sales Tax: Same arrangements as Ad Valorem except for the use of Sales tax. EDC: Same arrangements as LDC Ad Valorem except for use of Sales tax. CDC: Same arrangements as LDC Ad Valorem except for use of Sales tax. Motion to approve the ordinance levying the public improvement assessment of properties located with the City of The Colony Public Improvement District No. 1, approving the final (as revised) service and assessment plan, and approving an authorizing the execution of the reimbursement agreement for the City of The Colony Public Improvement District No. 1, as presented- Connelly; second by Boyer; motion passed with all ayes. 5.4 Discuss and consider a resolution approving an Amendment to Articles of Incorporation of The Colony Community Development Corporation by amending and clarifying the name of the corporation as "The Colony Community Development Corporation." Jeff Moore explained that in the Articles of Amendment filed stamped November 9, 1998 the word "the" in the corporation name had a lower case "t" used rather than "The" Colony Community Development Corporation. This amendment makes that correction. Motion to approve the resolution approving the Amendment to Articles of Incorporation for The Colony Community Development Corporation, and authorize the filing of same 5 February 7, 2013 with the Secretary of State, as presented- Terre; second by Marks; »iotion passed with all ayes. 6.0 REGULAR LOCAL DEVELOPMENT CORPORATION AGENDA ITEMS 6.1 Discuss and consider all matters incident and related to the issuance and sale of "THE COLONY LOCAL DEVELOPMENT CORPORATION SALES TAX INCREMENT CONTRACT REVENUE BONDS, SERIES 2013A", including the approval of a bond indenture and supplement, a purchase contract, bond insurance, a disclosure agreement and authorizing the issuance of such bonds. 6.2 Discuss and consider all matters incident and related to the issuance and sale of "THE COLONY LOCAL DEVELOPMENT CORPORATION SALES TAX INCREMENT CONTRACT REVENUE BONDS (NEBRASKA FURNITURE MART TEXAS PROJECT INFRASTRUCTURE BONDS, SERIES 20131, including the approval of a bond indenture and supplement, a purchase contract, a reimbursement agreement, a disclosure agreement and authorizing the issuance of such bonds. 6.3 Discuss and consider all matters incident and related to the issuance and sale of "THE COLONY LOCAL DEVELOPMENT CORPORATION TAX INCREMENT CONTRACT REVENUE BONDS (NEBRASKA FURNITURE MART TEXAS PROJECT INFRASTRUCTURE BONDS, SERIES 2013", including the approval of a bond indenture and supplement, a purchase contract, a reimbursement agreement, a disclosure agreement and authorizing the issuance of such bonds. SEE EXHIBIT A FOR LOCAL DEVELOPMENT CORPORATION MEETING MINUTES. 7.0 REGULAR ECONOMIC DEVELOPMENT CORPORATION (TYPE A) AGENDA ITENIS 7.1 Discuss and consider all matters incident and related to the issuance and sale of "THE COLONY ECONOMIC DEVELOPMENT CORPORATION SALES TAX REVENUE BONDS (NEBRASKA FURNITURE MART TEXAS PROJECT INFRASTRUCTURE BONDS), SERIES 2013", including the approval of a bond indenture and supplement, a purchase contract, a reimbursement agreement, a disclosure agreement and authorizing the issuance of such bonds. SEE EXHIBIT B FOR ECONOMIC DEVELOPMENT CORPORATION MEETING MINUTES. 8.0 REGULAR COMMUNITY DEVELOPMENT CORPORATION (TYPE B) AGENDA ITEMS 8.1 Discuss and consider all matters incident and related to the issuance and sale of "THE COLONY COMMUNITY DEVELOPMENT CORPORATION SALES TAX REVENUE BONDS (NEBRASKA FURNITURE MART TEXAS PROJECT INFRASTRUCTURE BONDS), SERIES 2013", including the approval of a bond 6 February 7, 2013 indenture and supplement, a purchase contract, a reimbursement agreement, a disclosure agreement and authorizing the issuance of such bonds. SEE EXHIBIT C FOR COMMUNITY DEVELOPMENT CORPORATION MEETING MINUTES. 9.0 REGULAR CITY COUNCIL AGENDA ITEMS 9.1 Discuss and consider a resolution consenting to the "The Colony Local Development Corporation Sales Tax Increment Contract Revenue Bonds, Series 2013A", "The Colony Local Development Corporation Sales Tax Increment Contract Revenue Bonds (Nebraska Furniture Mart Texas Project Infrastructure Bonds) Series 2013" and "The Colony Local Development Corporation Tax Increment Contract Revenue Bonds (Nebraska Furniture Mart Texas Project Infrastructure Bonds) Series 2013"; and resolving other matters incident and related to the issuance of such Bonds; and providing an effective date. This item approves the three LDC bond issuances (Items 6.1, 6.2, and 6.3.) Motion to approve Resolution 2013-008, consenting to the issuance of "The Colony Local Development Corporation Sales Tax Increment Contract Revenue Bonds, Series 2013A, " "The Colony Local Development Corporation. Sales Tax Increment Contract Revenue Bonds (Nebraska Furniture Mart Texas Project Infrastructure Bonds), Series 2013, " and "The Colony Local Development Corporation Tax Increment Contract Revenue Bonds (Nebraska Furniture Mart Texas Project Infrastructure Bonds), Series 2013, " by The Colony Local Development Corporation, and resolving other matters incident and related thereto- Terre; second by Marks; motion passed with all ayes. 9.2 Discuss and consider a resolution relating to the "THE COLONY ECONOMIC DEVELOPMENT CORPORATION SALES TAX REVENUE BONDS (NEBRASKA FURNITURE MART TEXAS PROJECT INFRASTRUCTURE BONDS), SERIES 2013"; approving the resolution of the Board of Directors of The Colony Economic Development Corporation authorizing the issuance of such Bonds and resolving other matters incident and related to the issuance of such Bonds; and providing an effective date. This item approves the EDC bond issuances (Item 7.1.) Motion to approve Resolution 2013-009 authorizing and approving the issuance of The Colony Economic Development Corporation Sales Tax Revenue Bonds (Nebraska Furniture Mart Texas Project Infrastructure Bonds), Series 2013, by The Colony Economic Development Corporation, and resolving other matters incident and related thereto- Boyer; second by Marks; motion passed with all ayes. 9.3 Discuss and consider a resolution relating to the "THE COLONY COMMUNITY DEVELOPMENT CORPORATION SALES TAX REVENUE BONDS (NEBRASKA FURNITURE MART TEXAS PROJECT INFRASTRUCTURE 7 February 7, 7_013 BONDS), SERIES 2013"; approving the resolution of the Board of Directors of The Colony Community Development Corporation authorizing the issuance of such Bonds and resolving other matters incident and related to the issuance of such Bonds; and providing an effective date. This item approves the CDC bond issuances (Item 8. l.) Motion to approve Resolution 2013-010 authorizing and approving the issuance of The Colony Community Development Corporation Sales Tax Revenue Bonds (Nebraska Furniture Mart Texas Project Infrastructure Bonds), Series 2013 by The Colony Community Development Corporation, and resolving other matter incident and related thereto- Terre; second by Marks; motion passed with all ayes. And with no further business to discuss the meeting was adjourned at 8:00 a.m. APPROVED: oe McCour Mayor City of The~Colony ATTEST: Christie Wilson TRMC W Z City Secretary F" = 1 i TE X P" 8 February 7, 2013 EXHIBIT A MINUTES LOCAL DEVELOPMENT CORPORATION JOINT MEETING HELD ON February 7, 2013 The meeting of The Colony Local Development Corporation of the City of The Colony, Texas, was called to order at 7:05 a.m. on the 7th day of February, 2013, at City Hall, 6800 Main Street, The Colony, Texas, with the following roll call: Joe McCourry Chair Present Troy Powell Member Present Kirk Mikulec Member Present Richard Boyer Member Present Jeff Connelly Member Present David Terre Member Present Perry Schrag Member Present Joel Marks Member Present Tod Maurma Member Present And with eight members present a quorum was established and the following items were addressed: Call to Order 2.1 Discuss and consider a resolution authorizing the president to execute documents necessary for the conveyance of an approximately 79.614 acre tract of land consistent with a real estate contract of sale dated September 26, 2012. City Attorney Jeff Moore explained the original contract language included if bonds were not issued by December 31, 2012 the property could be conveyed back to 121 Acquisition, LLC in lieu of making the payment that is due. Motion to approve the resolution authorizing the president to execute any and all documents necessary for the conveyance of the approximately 79.614 acre tract of laud as pr°eseuted - Terre; second by Milzulec; motion passed with all ayes. 2.2 Discuss and consider a resolution authorizing and approving a first amendment to real estate contract of sale, amended and restated promissory note, correction special warranty deed, correction deed of trust, and all necessary documents concerning the acquisition from 121 Acquisition Company, LLC, a Texas limited liability company, an undivided interest in an approximately 346.70 acre tract of land generally located along the south side of and adjacent to the Sam Rayburn Tollway (State Highway 121), north of and adjacent to Plano Parkway, and west of Spring Creek Parkway, concerning the Nebraska Furniture Mart Texas project. February 7, 2013 EXHIBIT A Mr. Moore explained the amendments to the documents address the correction of the percentages of the project designated to the Local Development Corporation (LDC), Economic Development Corporation (EDC), and the Community Development Corporation (CDC). The original designated 96.4 % to the LDC and 3.6 % to the CDC. The amended document reflects the LDC with 94.4%, EDC with 2.8% and CDC with 2.8%. In addition, the 121 Acquisition LLC would retain 5.02 acres currently occupied by the batch plant. The amount amended promissory note is reduced to reflect the reduction of property. Motion to approve the resolution authorizing the president to execute the first amendment to real estate contract of sale, amended and restated promissory note, correction special warranty deed, correction deed of trust, and all necessary documents concerning the acquisition from 121 Acquisition Company, LLC, an undivided interest in the approximately 346.70 acre tract of land, as presented - Connelly; second by Boyer; motion passed with all ayes. 2.3 Discuss and consider approving the December 11, 2012 meeting minutes. Motion to approve- Marks; second by Mikulec; â–ºnotion passed with all ayes. 6.1 Discuss and consider all matters incident and related to the issuance and sale of "THE COLONY LOCAL DEVELOPMENT CORPORATION SALES TAX INCREMENT CONTRACT REVENUE BONDS, SERIES 2013A", including the approval of a bond indenture and supplement, a purchase contract, bond insurance, a disclosure agreement and authorizing the issuance of such bonds. Boyd London of First Southwest addressed the board. He stated the project was very complex and complicated. Jason Hughes of First Southwest explained the project included an issuance of three bonds, one insured and two uninsured. The anticipated closing date for the bonds is February 21, 2013. Mr. Moore explained the first bond the board could approve is for $106,850,000 with funding from sales tax. Motion to approve Resolution Number LDC2013-001, authorizing the issuance of $106,850, 000 Of "The Colony Local Development Corporation Sales Tax Increment Contract Revenue Bonds, Series 2013A " and approving and authorizing the execution of any and all related documents, including the indenture of trust and security agreement, first supplemental trust indenture, purchase contract, and continuing disclosure agreement, and resolving other matters incident and related thereto - Schrag; second by Mikulec; motion passed with all ayes. 6.2 Discuss and consider all matters incident and related to the issuance and sale of "THE COLONY LOCAL DEVELOPMENT CORPORATION SALES TAX INCREMENT CONTRACT REVENUE BONDS (NEBRASKA FURNITURE MART TEXAS February 7, 2013 EXHIBIT A PROJECT INFRASTRUCTURE BONDS, SERIES 2013", including the approval of a bond indenture and supplement, a purchase contract, a reimbursement agreement, a disclosure agreement and authorizing the issuance of such bonds. Mr. Moore explained the second bond could approve is $15,875,000 with funding from sales tax. Motion to approve Resolution NunnberLDC2013-002, authorizing the issuance of $15,875,000 of "The Colony Local Development Corporation Sales Tax Increment Contract Revenue Bonds (Nebraska Furniture Mart Texas Project Infrastructure Bonds), Series 2013 " and approving and authorizing the execution of any and all related documents, including the indenture of trust and security agreement, second supplemental trust indenture, purchase contract, continuing disclosure agreement, and public improvement district reimbursement agreement, and resolving other matters incident and related thereto. - Terre; second by Marks; motion passed with all ayes. 6.3 Discuss and consider all matters incident and related to the issuance and sale of "THE COLONY LOCAL DEVELOPMENT CORPORATION TAX INCREMENT CONTRACT REVENUE BONDS (NEBRASKA FURNITURE MART TEXAS PROJECT INFRASTRUCTURE BONDS, SERIES 2013", including the approval of a bond indenture and supplement, a purchase contract, a reimbursement agreement, a disclosure agreement and authorizing the issuance of such bonds. Mr. Moore explained the last bond the board could approve is $19,515,000 with funding from the tax increment zone. Motion to approve Resolution Number LDC2013-003, authorizing the issuance of $19,515, 000 of "The Colony Local Development Coiporation Tax Increment Contract Revenue Bonds (Nebraska Furniture Mart Texas Project Infrastructure Bonds), Series 2013" and approving and authorizing the execution of any and all related documents, including the indenture of trust and security agreement, first supplemental trust indenture, purchase contract, continuing disclosure agreement, and public improvement district reimbursement agreement, and resolving other matters incident and related thereto - Connelly; second by Schrag; motion passed with all ayes. Adjourn- Meeting adjourned at 8:00 a.m. APPROVED: Joe McCouriy, Chair Local Development Corporation City of The Colony February 7, 2013 EXHIBIT A ATTEST: Richard Boyer, Secretary EXHIBIT B JOINT MEETING AGENDA OF THE CITY OF THE COLONY CITY COUNCIL ECONOMIC DEVELOPMENT CORPORATION (TYPE A) COMMUNITY DEVELOPMENT CORPORATION (TYPE B) THE COLONY LOCAL DEVELOPMENT CORPORATION FEBRUARY 7, 2013 The Special Session of The Colony Economic Development Corporation of The Colony, Texas, was called to order at 7:05 a.m. on the 7c" day of February 2013, at City Hall, 6800 Main Street, The Colony, Texas, with the following roll call: Tom Tvardzik President Present Kevin Braby Member at Large Present David Peerson Vice President Present David Smith Treasurer Present Femi Omonije Secretary Absent Perry Schrag Council Liaison Present Keri Samford Staff Present Cindi Lane Staff Present 1.0 CALL TO ORDER The Economic Development Corporation was called to order at 7:05 by President Tvardzik. A roll call was taken and all board members were present except for Femi Omonije. [3.0 REGULAR ECONOMIC DEVELOPMENT CORPORATION (TYPE A) AGENDA ITEMS 3.1 Discuss and consider a resolution authorizing the president to execute documents necessary for the conveyance of an approximately 79.614 acre tract of land consistent with a real estate contract of sale dated September 26, 2012. Mr. Moore explained to the Local Government Board in the 2.0 portion of the agenda item that if bonds were not issued by December 31, 2012 the real estate sales contract provided that the EDC could exercise its option to convey the 79.614-acre tract of land back to 121 Acquisition Company. The purpose of this item is to convey the 79.614 acre property to TXFM, Inc., the successor in interest to 121 Acquisition Company. Motion to approve the resolution authorizing the president to execute any and all documents necessary for the conveyance of the approximately 79.614 acre tract of land as presented. - Smith; Second by Braby; motion passed with all ayes. 3.2 Discuss and consider a resolution authorizing and approving a first amendment to real estate contract of sale, amended and restated promissory note, correction special warranty deed, correction deed of trust, and all necessary documents concerning the acquisition from 121 Acquisition Company, LLC, a Texas limited liability company, an undivided interest in an approximately 346.70 acre tract of land generally located along the south side of and adjacent to the Sam Rayburn Tollway (State Highway 121), north of and adjacent to Plano Parkway, and west of Spring Creek Parkway, concerning the Nebraska Furniture Mart Texas project. Mr. Moore explained that this item pertains to correcting the conveyance on September 26, 2012. On September 26, 2012, the approximately 351 acre tract was conveyed by 121 Acquisition to LDC, and CDC. The undivided interest in the land was conveyed in the following percentages: LDC (96.4%) and CDC (3.6%). This agenda item corrects the undivided interest in the approximately 351 acre tract of land to the following percentages: LDC (94.4%), EDC (2.8%), and CDC (2.8%). Secondly, the conveyance is revised to allow 121 Acquisition Company to retain approximately 5.02 acres. This reduces the total acreage from 351 acres to 346.70 acres of land. Further, this reduces the promissory note from $51,018,000 to $50,290,000. This is a reduction of $728,170.73. The 5.02 acres is retained where the current batch plant is. Motion to approve the resolution authorizing the president to execute the first amendment to real estate contract of sale, amended and restated promissory note, correction special warranty deed, correction deed of trust, and all necessary documents concerning the acquisition from 121 Acquisition Company, LLC, an undivided interest in the approximately 346.70 acre tract of land, as presented. - Peerson; Second by Smith; motion passes with all ayes. 7.0 REGULAR ECONOMIC DEVELOPMENT CORPORATION (TYPE A) AGENDA ITEMS 7.1 Discuss and consider all matters incident and related to the issuance and sale of "THE COLONY ECONOMIC DEVELOPMENT CORPORATION SALES TAX REVENUE BONDS (NEBRASKA FURNITURE MART TEXAS PROJECT INFRASTRUCTURE BONDS), SERIES 2013", including the approval of a bond indenture and supplement, a purchase contract, a reimbursement agreement, a disclosure agreement and authorizing the issuance of such bonds. Mr. Moore explained that this item is to approve bonds to pay for public infrastructure, regional headquarters and other allowable projects for Type A corporations such as infrastructure and site improvements. The total value of this percentage of bonds total $29,580,000. Mr. Smith asked why the interest rate for these bonds is different. Jason Hughes of First Southwest replied that the structure is different and the buyers are different. EDC Minutes February 7, 2013, Page 2 Motion to approve a resolution authorizing the issuance of $29,580,000 of "The Colony Economic Development Sales Tax Revenue Bonds (Nebraska Furniture Mart Texas Project Infrastructure Bonds), Series 2013" and approving and authorizing the execution of any and all related documents, including the indenture of trust and security agreement, first supplemental trust indenture, purchase contract, continuing disclosure agreement, and public improvement district reimbursement agreement, and resolving other matters incident and related thereto. - Braby; Second by Smith; motion passed with all ayes. President Tvardzik adjourned the board at 8:00 a.m. Cindi Lane Tom Tvardzik Recording Secretary President EDC Minutes February 7, 2013, Page 3 February 7, 2013 EXHIBIT C MINUTES OF REGULAR SESSION OF THE COMMUNITY DEVELOPMENT CORPORATION FEBRUARY 7TH 2013 The Joint Special Session of The Community Development Corporation of the City of The Colony, Texas, was called to order at 7:00 a.m. on the 7"' day of February 2013, at City Hall, 6800 Main Street, The Colony, Texas, with the following roll call: TeRon Lawrence President Present Stephen Sohn Vice President Present Kathy Braby Treasurer Present Lisa Leary Secretary Present Donna Cole Member Present Don Becket Member Present Susana Perez Member Absent And with five board members present a quorum was established and the following items were addressed: 1.0 ROUTINE ANNOUNCEMENTS, RECOGNITIONS Call to Order 4.0 REGULAR COMMUNITY DEVELOPMENT CORPORATION (TYPE B) AGENDA ITEMS 4.1 Discuss and consider a resolution authorizing the president to execute documents necessary for the conveyance of an approximately 79.614 acre tract of land consistent with a real estate contract of sale dated September 26, 2012 - Motion to approve the resolution authorizing the president to execute any and all documents necessary for the conveyance of the approximately 79.614 acre tract of land presented - Braby; second - Leary; motion passes with all ayes. 4.2 Discuss and consider a resolution authorizing and approving a first amendment to real estate contract of sale, amended and restated promissory note, correction special warranty deed, correction deed of trust, and all necessary documents concerning the acquisition from 121 Acquisition Company, LLC, a Texas limited liability company, an undivided interest in an approximately 346.70 acre tract of land generally located along the south side of and adjacent to the Sam Rayburn Tollway (State Highway 121), north of and adjacent to Plano Parkway, and west of Spring Creek Parkway, concerning the Nebraska Furniture Mart Texas Project - Motion to approve the resolution authorizing the president to execute the first amendment to real estate contract of sale, amended and restated promissory note, correction special warranty deed, correction deed of trust, and all necessary doCUinents concerning the acquisition from 121 Acquisition Company, LLC, an undivided interest in the approximately 346.70 acre tract of land, as presented. 1 February 7, 2013 EXHIBIT C 8.1 Discuss and consider all matter incident and related to the issuance and sale of "THE COLONY COMMUNITY DEVELOPMENT CORPORATION SALES TAX REVENUE BONDS (NEBRASKA FURNITURE MART TEXAS PROJECT INFRASTRUCTURE BONDS), SERIES 2013" including the approval of a bond indenture and supplement, a purchase contract, a reimbursement agreement, a disclosure agreement and authorizing the issuance of such bonds - Motion to approve a resolution authorizing the issuance of $29,580,000 of "The Colony Community Development Corporation Sales Tax Revenue Bonds (Nebraska Furniture Mart Texas Project Infrastructure Bonds), Series 2013 " and approving and authorizing the execution of any and all related documents, including the indenture of trust and security agreement, first supplemental trust indenture, purchase contract, continuing disclosure agreement, and public improvement district reimbursement agreement, and resolving other matters incident and related thereto - Beckel; second - Sohn; motion passes with all ayes. There being no further business to discuss, the meeting was adjourned at 7:59p.m. Kathy Neal, Recording Secretary TeRon Lawrence, President 2